**Exhibit 10.2**

 

 

HF FINANCIAL CORP.

 

as Issuer

 

 

INDENTURE

 

Dated as of December 7,2006

 

 

WILMINGTON TRUST COMPANY

 

as Trustee

 

 

FIXED/FLOATING RATEJUNIOR SUBORDINATED DEBT SECURITIES DUE 2037

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**TABLE OFCONTENTS**

 
| ARTICLE I  DEFINITIONS                                 |                                                      | 1      |
|--------------------------------------------------------|-----------------------------------------------------------|--------|
|                                                   |                                                      |   |
| Section 1.01                                           | Definitions                                               | 1      |
|                                                   |                                                      |   |
| ARTICLE II DEBT  SECURITIES                            | 9                                                         |
|                                                   |                                                      |
| Section 2.01                                           | Authentication  and Dating                                | 9      |
| Section 2.02                                           | Form of Trustee’s  Certificate of Authentication     | 10     |
| Section 2.03                                           | Form and  Denomination of Debt Securities                 | 10     |
| Section 2.04                                           | Execution of  Debt Securities                             | 10     |
| Section 2.05                                           | Exchange and  Registration of Transfer of Debt Securities | 11     |
| Section 2.06                                           | Mutilated,  Destroyed, Lost or Stolen Debt Securities     | 14     |
| Section 2.07                                           | Temporary Debt  Securities                                | 15     |
| Section 2.08                                           | Payment of  Interest                                      | 15     |
| Section 2.09                                           | Cancellation of  Debt Securities Paid, etc                | 17     |
| Section 2.10                                           | Computation of  Interest                                  | 17     |
| Section 2.11                                           | Extension of  Interest Payment Period                     | 18     |
| Section 2.12                                           | CUSIP Numbers                                             | 19     |
| Section 2.13                                           | Global  Debentures                                        | 19     |
|                                                   |                                                      |   |
| ARTICLE III  PARTICULAR COVENANTS OF THE COMPANY       | 22                                                        |
|                                                   |                                                      |
| Section 3.01                                           | Payment of  Principal, Premium and Interest; Agreed       |   |
|                                                   | Treatment of the  Debt Securities                         | 22     |
| Section 3.02                                           | Offices for  Notices and Payments, etc                    | 23     |
| Section 3.03                                           | Appointments to  Fill Vacancies in Trustee’s Office  | 23     |
| Section 3.04                                           | Provision as to  Paying Agent                             | 23     |
| Section 3.05                                           | Certificate to  Trustee                                   | 24     |
| Section 3.06                                           | Additional  Amounts                                       | 25     |
| Section 3.07                                           | Compliance with  Consolidation Provisions                 | 25     |
| Section 3.08                                           | Limitation on  Dividends                                  | 25     |
| Section 3.09                                           | Covenants as to  the Trust                                | 26     |
|                                                   |                                                      |   |
| ARTICLE IV LISTS                                       |                                                      | 26     |
|                                                   |                                                      |   |
| Section 4.01                                           | Securityholders’  Lists                              | 26     |
| Section 4.02                                           | Preservation and  Disclosure of Lists                     | 27     |
| Section 4.03                                           | Financial and  Other Information                          | 28     |
|                                                   |                                                      |   |
| ARTICLE V  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS | 29                                                        |
|                                                   |                                                      |
| Section 5.01                                           | Events of  Default                                        | 29     |
| Section 5.02                                           | Payment of Debt  Securities on Default; Suit Therefor     | 31     |
| Section 5.03                                           | Application of  Moneys Collected by Trustee               | 32     |

 

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| Section 5.04                                 | Proceedings by  Securityholders                             | 33     |
|----------------------------------------------|-------------------------------------------------------------|--------|
| Section 5.05                                 | Proceedings by  Trustee                                     | 33     |
| Section 5.06                                 | Remedies  Cumulative and Continuing                         | 33     |
| Section 5.07                                 | Direction of  Proceedings and Waiver of Defaults by         |   |
|                                         | Majority of  Securityholders                                | 34     |
| Section 5.08                                 | Notice of  Defaults                                         | 34     |
| Section 5.09                                 | Undertaking to  Pay Costs                                   | 35     |
|                                         |                                                        |   |
| ARTICLE VI  CONCERNING THE TRUSTEE           | 35                                                          |
|                                         |                                                        |
| Section 6.01                                 | Duties and  Responsibilities of Trustee                     | 35     |
| Section 6.02                                 | Reliance on  Documents, Opinions, etc                       | 36     |
| Section 6.03                                 | No  Responsibility for Recitals, etc                        | 37     |
| Section 6.04                                 | Trustee,  Authenticating Agent, Paying Agents, Transfer     |   |
|                                         | Agents or  Registrar May Own Debt Securities                | 38     |
| Section 6.05                                 | Moneys to be  Held in Trust                                 | 38     |
| Section 6.06                                 | Compensation and  Expenses of Trustee                       | 38     |
| Section 6.07                                 | Officers’  Certificate as Evidence                     | 39     |
| Section 6.08                                 | Eligibility of  Trustee                                     | 39     |
| Section 6.09                                 | Resignation or  Removal of Trustee                          | 40     |
| Section 6.10                                 | Acceptance by  Successor Trustee                            | 41     |
| Section 6.11                                 | Succession by  Merger, etc                                  | 42     |
| Section 6.12                                 | Authenticating  Agents                                      | 42     |
|                                         |                                                        |   |
| ARTICLE VII  CONCERNING THE SECURITYHOLDERS  | 43                                                          |
|                                         |                                                        |
| Section 7.01                                 | Action by  Securityholders                                  | 43     |
| Section 7.02                                 | Proof of  Execution by Securityholders                      | 44     |
| Section 7.03                                 | Who Are Deemed  Absolute Owners                             | 44     |
| Section 7.04                                 | Debt Securities  Owned by Company Deemed Not Outstanding    | 45     |
| Section 7.05                                 | Revocation of  Consents; Future Holders Bound               | 45     |
|                                         |                                                        |   |
| ARTICLE VIII  SECURITYHOLDERS’ MEETINGS | 45                                                          |
|                                         |                                                        |
| Section 8.01                                 | Purposes of  Meetings                                       | 45     |
| Section 8.02                                 | Call of Meetings  by Trustee                                | 46     |
| Section 8.03                                 | Call of Meetings  by Company or Securityholders             | 46     |
| Section 8.04                                 | Qualifications  for Voting                                  | 46     |
| Section 8.05                                 | Regulations                                                 | 46     |
| Section 8.06                                 | Voting                                                      | 47     |
| Section 8.07                                 | Quorum; Actions                                             | 48     |
|                                         |                                                        |   |
| ARTICLE IX  SUPPLEMENTAL INDENTURES          | 48                                                          |
|                                         |                                                        |
| Section 9.01                                 | Supplemental  Indentures without Consent of Securityholders | 48     |
| Section 9.02                                 | Supplemental  Indentures with Consent of Securityholders    | 50     |

 

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| Section 9.03                                                                  | Effect of  Supplemental Indentures                                           | 51     |
|-------------------------------------------------------------------------------|------------------------------------------------------------------------------|--------|
| Section 9.04                                                                  | Notation on Debt  Securities                                                 | 51     |
| Section 9.05                                                                  | Evidence of  Compliance of Supplemental Indenture to be Furnished to Trustee | 51     |
|                                                                          |                                                                         |   |
| ARTICLE X  REDEMPTION OF SECURITIES                                           | 52                                                                           |
|                                                                          |                                                                         |
| Section 10.01                                                                 | Optional  Redemption                                                         | 52     |
| Section 10.02                                                                 | Special Event  Redemption                                                    | 52     |
| Section 10.03                                                                 | Notice of  Redemption; Selection of Debt Securities                          | 52     |
| Section 10.04                                                                 | Payment of Debt  Securities Called for Redemption                            | 53     |
|                                                                          |                                                                         |   |
| ARTICLE XI  CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE                 | 53                                                                           |
|                                                                          |                                                                         |
| Section 11.01                                                                 | Company May  Consolidate, etc., on Certain Terms                             | 53     |
| Section 11.02                                                                 | Successor Entity  to be Substituted                                          | 54     |
| Section 11.03                                                                 | Opinion of  Counsel to be Given to Trustee                                   | 55     |
|                                                                          |                                                                         |   |
| ARTICLE XII  SATISFACTION AND DISCHARGE OF INDENTURE                          | 55                                                                           |
|                                                                          |                                                                         |
| Section 12.01                                                                 | Discharge of  Indenture                                                      | 55     |
| Section 12.02                                                                 | Deposited Moneys  to be Held in Trust by Trustee                             | 56     |
| Section 12.03                                                                 | Paying Agent to  Repay Moneys Held                                           | 56     |
| Section 12.04                                                                 | Return of  Unclaimed Moneys                                                  | 56     |
|                                                                          |                                                                         |   |
| ARTICLE XIII  IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS | 56                                                                           |
|                                                                          |                                                                         |   |
| Section 13.01                                                                 | Indenture and  Debt Securities Solely Corporate Obligations                  | 56     |
|                                                                          |                                                                         |   |
| ARTICLE XIV  MISCELLANEOUS PROVISIONS                                         | 57                                                                           |
|                                                                          |                                                                         |
| Section 14.01                                                                 | Successors                                                                   | 57     |
| Section 14.02                                                                 | Official Acts by  Successor Entity                                           | 57     |
| Section 14.03                                                                 | Surrender of  Company Powers                                                 | 57     |
| Section 14.04                                                                 | Addresses for  Notices, etc                                                  | 57     |
| Section 14.05                                                                 | Governing Law                                                                | 57     |
| Section 14.06                                                                 | Evidence of  Compliance with Conditions Precedent                            | 57     |
| Section 14.07                                                                 | Business Day  Convention                                                     | 58     |
| Section 14.08                                                                 | Table of Contents,  Headings, etc                                            | 58     |
| Section 14.09                                                                 | Execution in  Counterparts                                                   | 58     |
| Section 14.10                                                                 | Separability                                                                 | 58     |
| Section 14.11                                                                 | Assignment                                                                   | 59     |
| Section 14.12                                                                 | Acknowledgment  of Rights                                                    | 59     |
|                                                                          |                                                                         |   |
| ARTICLE XV  SUBORDINATION OF DEBT SECURITIES                                  | 59                                                                           |

 

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| Section 15.01 | Agreement to Subordinate                               | 59     |
|---------------|--------------------------------------------------------|--------|
| Section 15.02 | Default on  Senior Indebtedness                        | 60     |
| Section 15.03 | Liquidation;  Dissolution; Bankruptcy                  | 60     |
| Section 15.04 | Subrogation                                            | 61     |
| Section 15.05 | Trustee to  Effectuate Subordination                   | 62     |
| Section 15.06 | Notice by the  Company                                 | 62     |
| Section 15.07 | Rights of the  Trustee; Holders of Senior Indebtedness | 63     |
| Section 15.08 | Subordination  May Not Be Impaired                     | 63     |
|          |                                                   |   |
| EXHIBITS      |                                                   |   |
| EXHIBIT A     | Form of Debt  Security                                 |   |
| EXHIBIT B     | Form of  Certificate of Officer of the Company         |   |

 

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THIS INDENTURE, dated asof December 7, 2006, between HF Financial Corp., a bank holding companyincorporated in the State of Delaware (hereinafter sometimes called the “Company”),and Wilmington Trust Company, a Delaware banking corporation, as trustee (hereinaftersometimes called the “Trustee”).

W I T N E S S E T H :

WHEREAS, for its lawfulcorporate purposes, the Company has duly authorized the issuance of itsFixed/Floating Rate Junior Subordinated Debt Securities due 2037 (the “DebtSecurities”) under this Indenture and to provide, among other things, for theexecution and authentication, delivery and administration thereof, the Companyhas duly authorized the execution of this Indenture.

NOW, THEREFORE, inconsideration of the premises, and the purchase of the Debt Securities by theholders thereof, the Company covenants and agrees with the Trustee for theequal and proportionate benefit of the respective holders from time to time ofthe Debt Securities as follows:

ARTICLE IDEFINITIONS

Section1.01                                                        Definitions.

The terms defined in thisSection 1.01 (except as herein otherwise expressly provided or unless thecontext otherwise requires) for all purposes of this Indenture and of anyindenture supplemental hereto shall have the respective meanings specified inthis Section 1.01. All accounting terms used herein and not expressly definedshall have the meanings assigned to such terms in accordance with generallyaccepted accounting principles and the term “generally accepted accountingprinciples” means such accounting principles as are generally accepted in theUnited States at the time of any computation. The words “herein,” “hereof” and “hereunder” and other words of similarimport refer to this Indenture as a whole and not to any particular Article, Sectionor other subdivision.

“AdditionalAmounts” has the meaning set forth in Section 3.06.

“AdditionalProvisions” has the meaning set forth in Section 15.01.

“Administrative Action” has the meaning specifiedwithin the definition of “Tax Event” in this Section 1.01.

“Applicable DepositaryProcedures” means, with respect to any transfer or transaction involving aBook-Entry Capital Security or a Debt Security represented by a GlobalDebenture, the rules and procedures of the Depositary for such Book-Entry CapitalSecurity or Debt Security represented by a Global Debenture, in each case tothe extent applicable to such transaction and as in effect from time to time.

“Authenticating Agent” means any agent or agents ofthe Trustee which at the time shall be appointed and acting pursuant to Section6.12.

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“Bankruptcy Law” means Title 11, U.S. Code, or anysimilar federal or state law for the relief of debtors.

“Board of Directors” means the board of directors orthe executive committee or any other duly authorized designated officers of theCompany.

“Board Resolution” meansa copy of a resolution certified by the Secretary or an Assistant Secretary ofthe Company to have been duly adopted by the Board of Directors and to be infull force and effect on the date of such certification and delivered to theTrustee.

“Book-Entry CapitalSecurity” means a Capital Security the ownership and transfers of which shallbe reflected and made, as applicable, through book entries by the Depositary.

“Business Day” means anyday other than a Saturday, Sunday or any other day on which bankinginstitutions in Wilmington, Delaware, The City of New York or Pierre, SouthDakota are permitted or required by law or executive order to close.

“Calculation Agent” meansthe Person identified as “Trustee” in the first paragraph hereof with respectto the Debt Securities and the Institutional Trustee with respect to the TrustSecurities.

“Capital Securities”means undivided beneficial interests in the assets of the Trust which aredesignated as “MMCapSSM”and rank *pari passu* with CommonSecurities issued by the Trust; provided, however, that if anEvent of Default (as defined in the Declaration) has occurred and iscontinuing, the rights of holders of such Common Securities to payment inrespect of distributions and payments upon liquidation, redemption andotherwise are subordinated to the rights of holders of such Capital Securities.

“Capital SecuritiesGuarantee” means the guarantee agreement that the Company will enter into withWilmington Trust Company or other Persons that operates directly or indirectlyfor the benefit of holders of Capital Securities of the Trust.

“Capital TreatmentEvent” means, if the Company is organized and existing under the laws of theUnited States or any state thereof or the District of Columbia, the receipt bythe Company and the Trust of an Opinion of Counsel experienced in such mattersto the effect that, as a result of (a) any amendment to, or change in, thelaws, rules or regulations of the United States or any political subdivisionthereof or therein, or any rules, guidelines or policies of an applicableregulatory authority for the Company or (b) of any official or administrativepronouncement or action or decision interpreting or applying such laws, rulesor regulations, which amendment or change is effective or which pronouncement,action or decision is announced on or after the date of original issuance ofthe Debt Securities, there is more than an insubstantial risk that the Companywill not, within 90 days of the date of such opinion, be entitled to treatCapital Securities as “Tier 1 Capital” (or the then equivalent if the Companywere subject to such capital requirement) applied as if the Company (or itssuccessors) were a bank holding company for purposes of the capital adequacyguidelines of the Federal Reserve (or any successor regulatory authority withjurisdiction over bank holding companies), or any capital adequacy guidelinesas then in effect and applicable to the Company; provided, however,that the

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inability of the Companyto treat all or any portion of the aggregate Liquidation Amount of the CapitalSecurities as “Tier 1 Capital” shall not constitute the basis for a CapitalTreatment Event if such inability results from the Company having preferredstock, minority interests in consolidated subsidiaries and any other class ofsecurity or interest which the Federal Reserve (or any successor regulatoryauthority with jurisdiction over bank holding companies) may now or hereafteraccord “Tier 1 Capital” treatment that, in the aggregate, exceed the amountwhich may now or hereafter qualify for treatment as “Tier 1 Capital” underapplicable capital adequacy guidelines the Federal Reserve (or any successorregulatory authority with jurisdiction over bank holding companies), applied asif the Company (or its successor) were a bank holding company for purposes ofthe capital adequacy guidelines of the Federal Reserve (or any successorregulatory authority with jurisdiction over bank holding companies); provided,further, however, that the distribution of the Debt Securities inconnection with the liquidation of the Trust by the Company shall not in and ofitself constitute a Capital Treatment Event unless such liquidation shall haveoccurred in connection with a Tax Event or an Investment Company Event.  For the avoidance of doubt, the inability ofthe Company to treat all or any portion of the aggregate Liquidation Amount ofthe Capital Securities as “Tier 1 Capital” as a result of the changes effectedby the final rule adopted by the Federal Reserve on March 1, 2005 shall notconstitute the basis for a Capital Treatment Event.

“Certificate” means a certificate signed by any one ofthe principal executive officer, the principal financial officer or the principalaccounting officer of the Company.

“Code” means theInternal Revenue Code of 1986, as amended.

“Common Securities” meansundivided beneficial interests in the assets of the Trust which are designatedas “Common Securities” and rank *pari passu*with Capital Securities issued by the Trust; provided, however,that if an Event of Default (as defined in the Declaration) has occurred and iscontinuing, the rights of holders of such Common Securities to payment inrespect of distributions and payments upon liquidation, redemption andotherwise are subordinated to the rights of holders of such Capital Securities.

“Company” means HFFinancial Corp., a bank holding company incorporated in the State of Delaware,and, subject to the provisions of Article XI, shall include its successors andassigns.

“Debt Security” or “Debt Securities” has the meaningstated in the first recital of this Indenture.

“Debt SecurityRegister” has the meaning specified in Section 2.05.

“Declaration” means the Amended and RestatedDeclaration of Trust of the Trust, dated as of December 7, 2006, as amended orsupplemented from time to time.

“Default” means any event, act or condition that withnotice or lapse of time, or both, would constitute an Event of Default.

“DefaultedInterest” has the meaning set forth in Section 2.08.

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“Deferred Interest”has the meaning set forth in Section 2.11.

“Depositary” means anorganization registered as a clearing agency under the Exchange Act that isdesignated as Depositary by the Company. DTC will be the initial Depositary.

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

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

“Event of Default” meansany event specified in Section 5.01, which has continued for the period oftime, if any, and after the giving of the notice, if any, therein designated.

“Exchange Act”means the Securities Exchange Act of 1934, as amended.

“Extension Period”has the meaning set forth in Section 2.11.

“Federal Reserve”means the Board of Governors of the Federal Reserve System.

“Global Debenture” meansa global certificate that evidences all or part of the Debt Securities theownership and transfers of which shall be reflected and made, as applicable,through book entries by the Depositary and the Depositary Participants.

“Indenture” means this Indenture as originallyexecuted or, if amended or supplemented as herein provided, as so amended orsupplemented, or both.

“InstitutionalTrustee” has the meaning set forth in the Declaration.

“Interest Payment Date” means March 1, June 1,September 1 and December 1 of each year, commencing on March 1, 2007, subjectto Section 14.07.

“Interest Period”has the meaning set forth in Section 2.08.

“Interest Rate” means aper annum rate of interest equal to (1) with respect to any Interest Periodprior to the Interest Period commencing on the Interest Payment Date in March,2012, 6.61% and (2) with respect to any Interest Period commencing on or afterthe Interest Payment Date in March, 2012, LIBOR, as determined on the LIBORDetermination Date for such Interest Period plus, 1.83%; provided, however,that the Interest Rate for any Interest Period commencing on or after theInterest Payment Date in March, 2012 may not exceed the highest rate permittedby New York law, as the same may be modified by United States law of generalapplication.

 “Investment Company Event” means the receiptby the Company and the Trust of an Opinion of Counsel experienced in suchmatters to the effect that, as a result of a change in law or regulation orwritten change in interpretation or application of law or regulation by any

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legislative body, court, governmental agency orregulatory authority, there is more than an insubstantial risk that the Trustis or, within 90 days of the date of such opinion will be, considered an “investmentcompany” that is required to be registered under the Investment Company Act of1940, as amended, which change becomes effective on or after the date of theoriginal issuance of the Debt Securities.

“LIBOR” means the London Interbank Offered Rate forthree-month U.S. Dollar deposits in Europe as determined by the CalculationAgent according to Section 2.10(b).

“LIBOR Banking Day”has the meaning set forth in Section 2.10(b)(i).

“LIBOR BusinessDay” has the meaning set forth in Section 2.10(b)(i).

“LIBORDetermination Date” has the meaning set forth in Section 2.10(b)(i).

“LiquidationAmount” means the liquidation amount of $1,000 per Trust Security.

“Major DepositoryInstitution Subsidiary” means any subsidiary of the Company that (i) is adepository institution and (ii) meets the definition of “significant subsidiary”within the meaning of Rule 405 under the Securities Act.

“Maturity Date”means March 1, 2037, subject to Section 14.07.

“Officers’ Certificate”means a certificate signed by the Chairman of the Board, the Vice Chairman, thePresident or any Vice President, and by the Chief Financial Officer, theTreasurer, an Assistant Treasurer, the Comptroller, an Assistant Comptroller,the Secretary or an Assistant Secretary of the Company, and delivered to theTrustee.  Each such certificate shallinclude the statements provided for in Section 14.06 if and to the extentrequired by the provisions of such Section.

“Opinion of Counsel”means an opinion in writing signed by legal counsel, who may be an employee ofor counsel to the Company or may be other counsel reasonably satisfactory tothe Trustee.  Each such opinion shallinclude the statements provided for in Section 14.06 if and to the extentrequired by the provisions of such Section.

“OTS” means theOffice of Thrift Supervision.

The term “outstanding,”when used with reference to Debt Securities, subject to the provisions ofSection 7.04, means, as of any particular time, all Debt Securitiesauthenticated and delivered by the Trustee or the Authenticating Agent underthis Indenture, except

(a)                                  DebtSecurities theretofore canceled by the Trustee or the Authenticating Agent ordelivered to the Trustee for cancellation;

(b)                                 DebtSecurities, or portions thereof, for the payment or redemption of which moneysin the necessary amount shall have been deposited in trust with the Trustee orwith any Paying Agent (other than the Company) or shall have been set aside andsegregated in trust by the Company (if the Company shall act as its own PayingAgent); provided, that, if such

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Debt Securities, or portions thereof, are to beredeemed prior to maturity thereof, notice of such redemption shall have beengiven as provided in Articles X and XIV or provision satisfactory to theTrustee shall have been made for giving such notice; and

(c)                                  DebtSecurities paid pursuant to Section 2.06 or in lieu of or in substitution forwhich other Debt Securities shall have been authenticated and deliveredpursuant to the terms of Section 2.06 unless proof satisfactory to the Companyand the Trustee is presented that any such Debt Securities are held by bonafide holders in due course.

“OptionalRedemption Date” has the meaning set forth in Section 10.01.

“Optional RedemptionPrice” means an amount in cash equal to 100% of the principal amount of theDebt Securities being redeemed plus unpaid interest accrued on such DebtSecurities to the related Optional Redemption Date.

“Paying Agent” hasthe meaning set forth in Section 3.04(e).

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

“Predecessor Security” ofany particular Debt Security means every previous Debt Security evidencing allor a portion of the same debt as that evidenced by such particular DebtSecurity; and, for the purposes of this definition, any Debt Securityauthenticated and delivered under Section 2.06 in lieu of a lost, destroyed orstolen Debt Security shall be deemed to evidence the same debt as the lost,destroyed or stolen Debt Security.

“Principal Office of theTrustee” means the office of the Trustee at which at any particular time itscorporate trust business shall be principally administered, which at all timesshall be located within the United States and at the time of the execution ofthis Indenture shall be Rodney Square North, 1100 North Market Street,Wilmington, DE 19890-0001.

“Reference Banks”has the meaning set forth in Section 2.10(b)(ii).

“Resale RestrictionTermination Date” means, with respect to any Debt Security, the date which isthe later of (i) two years (or such shorter period of time as permitted by Rule144(k) under the Securities Act) after the later of (y) the date of originalissuance of such Debt Security and (z) the last date on which the Company orany Affiliate (as defined in Rule 405 under the Securities Act) of the Companywas the holder of such Debt Security (or any predecessor thereto) and (ii) suchlater date, if any, as may be required by any subsequent change in applicablelaw.

“Responsible Officer”means, with respect to the Trustee, any officer within the Principal Office ofthe Trustee with direct responsibility for the administration of the Indenture,including any vice-president, any assistant vice-president, any secretary, anyassistant secretary, the treasurer, any assistant treasurer, any trust officeror other officer of the Principal Office of the Trustee customarily performingfunctions similar to those performed by any of the above

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designated officers and also means, with respect to aparticular corporate trust matter, any other officer to whom such matter isreferred because of that officer’s knowledge of and familiarity with theparticular subject.

“Securities Act”means the Securities Act of 1933, as amended.

“Securityholder,” “holderof Debt Securities” or other similar terms, means any Person in whose name atthe time a particular Debt Security is registered on the Debt SecurityRegister.

“Senior Indebtedness”means, with respect to the Company, (i) the principal, premium, if any, andinterest in respect of (A) indebtedness of the Company for money borrowed, aswell as similar obligations arising from off-balance sheet guarantees anddirect credit substitutes and (B) indebtedness evidenced by securities,debentures, notes, bonds or other similar instruments issued by the Company,(ii) all capital lease obligations of the Company, (iii) all obligations of theCompany issued or assumed as the deferred purchase price of property, allconditional sale obligations of the Company and all obligations of the Companyunder any title retention agreement (but excluding trade accounts payable andother accrued liabilities arising in the ordinary course of business), (iv) allobligations of the Company for the reimbursement of any letter of credit, anybanker’s acceptance, any security purchase facility, any repurchase agreementor similar arrangement, all obligations associated with derivative productssuch as interest rate and foreign exchange contracts and commodity contracts,any interest rate swap, any other hedging arrangement, any obligation underoptions or any similar credit or other transaction, (v) all obligations of thetype referred to in clauses (i) through (iv) above of other Persons for thepayment of which the Company is responsible or liable as obligor, guarantor orotherwise and (vi) all obligations of the type referred to in clauses (i)through (v) above of other Persons secured by any lien on any property or assetof the Company (whether or not such obligation is assumed by the Company),whether the obligations of the type referred to in clauses (i) through (vi)above were incurred on or prior to the date of this Indenture or thereafterincurred, unless, with the prior approval of the OTS if not otherwise generallyapproved, it is provided in the instrument creating or evidencing the same orpursuant to which the same is outstanding that such obligations are notsuperior or are *pari passu* inright of payment to the Debt Securities; provided, however, thatSenior Indebtedness shall not include (A) any debt securities issued to anytrust other than the Trust (or a trustee of such trust) that is a financingvehicle of the Company (a “financing entity”) in connection with the issuanceby such financing entity of equity or other securities in transactionssubstantially similar in structure to the transactions contemplated hereunderand in the Declaration or (B) any guarantees of the Company in respect of theequity or other securities of any financing entity referred to in clause (A)above.

“Special Event” means any of a Tax Event, anInvestment Company Event or a Capital Treatment Event.

“SpecialRedemption Date” has the meaning set forth in Section 10.02.

“Special Redemption Price” means, with respect to theredemption of any Debt Security following a Special Event, an amount in cashequal to 103.30% of the principal amount

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of Debt Securities to be redeemed prior to March 1,2008 and thereafter equal to the percentage of the principal amount of the DebtSecurities that is specified below for the Special Redemption Date plus, ineach case, unpaid interest accrued thereon to the Special Redemption Date:

| Special Redemption During the 12-Month | ** ** | ** **                                        | ** ** |
|------------------------------------------------------------|------------|---------------------------------------------------|------------|
| **Period Beginning March 1,**               | ** ** | **Percentage of Principal Amount** | ** ** |
| 2008                                                       |       | 102.64%                                           |       |
| 2009                                                       |       | 101.98%                                           |       |
| 2010                                                       |       | 101.32%                                           |       |
| 2011                                                       |       | 100.66%                                           |       |
| 2012 and  thereafter                                       |       | 100.00%                                           |       |

“Subsidiary” means, with respect to any Person, (i)any corporation, at least a majority of the outstanding voting stock of whichis owned, directly or indirectly, by such Person or one or more of itsSubsidiaries or by such Person and one or more of its Subsidiaries, (ii) anygeneral partnership, joint venture or similar entity, at least a majority ofthe outstanding partnership or similar interests of which shall at the time beowned by such Person or one or more of its Subsidiaries or by such Person andone or more of its Subsidiaries, and (iii) any limited partnership of whichsuch Person or any of its Subsidiaries is a general partner.  For the purposes of this definition, “votingstock” means shares, interests, participations or other equivalents in theequity interest (however designated) in such Person having ordinary votingpower for the election of a majority of the directors (or the equivalent) ofsuch Person, other than shares, interests, participations or other equivalentshaving such power only by reason of the occurrence of a contingency.

“Tax Event” means thereceipt by the Company and the Trust of an Opinion of Counsel experienced insuch matters to the effect that, as a result of any amendment to or change(including any announced prospective change) in the laws or any regulationsthereunder of the United States or any political subdivision or taxingauthority thereof or therein, or as a result of any official administrativepronouncement (including any private letter ruling, technical advicememorandum, regulatory procedure, notice or announcement (an “AdministrativeAction”)) or judicial decision interpreting or applying such laws orregulations, regardless of whether such Administrative Action or judicialdecision is issued to or in connection with a proceeding involving the Companyor the Trust and whether or not subject to review or appeal, which amendment,clarification, change, Administrative Action or decision is enacted,promulgated or announced, in each case on or after the date of originalissuance of the Debt Securities, there is more than an insubstantial risk that:(i) the Trust is, or will be within 90 days of the date of such opinion,subject to United States federal income tax with respect to income received oraccrued on the Debt Securities; (ii) if the Company is organized and existingunder the laws of the United States or any state thereof or the District ofColumbia, interest payable by the Company on the Debt Securities is not, orwithin 90 days of the date of such opinion, will not be, deductible by theCompany, in whole or in part, for United States federal income tax purposes; or(iii) the Trust

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is, or will be within 90 days of the date of suchopinion, subject to or otherwise required to pay, or required to withhold fromdistributions to holders of Trust Securities, more than a de minimis amount ofother taxes (including withholding taxes), duties, assessments or othergovernmental charges.

“Trust” means HFFinancial Capital Trust V, the Delaware statutory trust, or any other similartrust created for the purpose of issuing Capital Securities in connection withthe issuance of Debt Securities under this Indenture, of which the Company isthe sponsor.

“Trust Indenture Act” means the Trust Indenture Act of1939, as amended from time to time, or any successor legislation.

“Trust Securities”means Common Securities and Capital Securities of the Trust.

“Trustee” means thePerson identified as “Trustee” in the first paragraph hereof, and, subject tothe provisions of Article VI hereof, shall also include its successors and assignsas Trustee hereunder.

“United States”means the United States of America and the District of Columbia.

“U.S. Person” has the meaning given to United StatesPerson as set forth in Section 7701(a)(30) of the Code.

ARTICLE IIDEBT SECURITIES

Section2.01                                                        Authenticationand Dating.

Upon the execution anddelivery of this Indenture, or from time to time thereafter, Debt Securities inan aggregate principal amount not in excess of $10,310,000 may be executed anddelivered by the Company to the Trustee for authentication, and the Trusteeshall thereupon authenticate and make available for delivery said DebtSecurities to or upon the written order of the Company, signed by its Chairmanof the Board of Directors, Vice Chairman, President or Chief Financial Officeror one of its Vice Presidents, without any further action by the Companyhereunder.  In authenticating such DebtSecurities, and accepting the additional responsibilities under this Indenturein relation to such Debt Securities, the Trustee shall be entitled to receive,and (subject to Section 6.01) shall be fully protected in relying upon a copyof any Board Resolution or Board Resolutions relating thereto and, ifapplicable, an appropriate record of any action taken pursuant to suchresolution, in each case certified by the Secretary or an Assistant Secretaryor other officers with appropriate delegated authority of the Company as thecase may be.

The Trustee shall havethe right to decline to authenticate and deliver any Debt Securities under thisSection if the Trustee, being advised by counsel, determines that such actionmay not lawfully be taken or if a Responsible Officer of the Trustee in goodfaith shall determine that such action would expose the Trustee to personalliability to existing Securityholders.

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The definitive DebtSecurities shall be typed, printed, lithographed or engraved on steel engravedborders or may be produced in any other manner, all as determined by theofficers executing such Debt Securities, as evidenced by their execution ofsuch Debt Securities.

Section2.02                                                        Formof Trustee’s Certificate of Authentication.

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

This certificate represents Debt Securities referredto in the within-mentioned Indenture.
|        | Wilmington Trust  Company,  not in its individual capacity  but solely as trustee |
|--------|-----------------------------------------------------------------------------------|
|   |                                                                              |
|   |                                                                              |
|   | By:                                                                               |   |   |
|   |                                                                              | Authorized Officer |

 

Section2.03                                                        Formand Denomination of Debt Securities.

The Debt Securities shallbe substantially in the form of Exhibit A hereto.  The Debt Securities shall be in registeredform without coupons and in minimum denominations of $100,000 and any multipleof $1,000 in excess thereof.  The DebtSecurities shall be numbered, lettered, or otherwise distinguished in suchmanner or in accordance with such plans as the officers executing the same maydetermine with the approval of the Trustee as evidenced by the execution andauthentication thereof.

Section2.04                                                        Executionof Debt Securities.

The Debt Securities shallbe signed in the name and on behalf of the Company by the manual or facsimilesignature of its Chairman of the Board of Directors, Vice Chairman, Presidentor Chief Financial Officer or one of its Executive Vice Presidents, Senior VicePresidents or Vice Presidents, under its corporate seal (if legally required)which may be affixed thereto or printed, engraved or otherwise reproducedthereon, by facsimile or otherwise, and which need not be attested.  Only such Debt Securities as shall bearthereon a certificate of authentication substantially in the form herein beforerecited, executed by the Trustee or the Authenticating Agent by the manual orfacsimile signature of an authorized officer, shall be entitled to the benefitsof this Indenture or be valid or obligatory for any purpose.  Such certificate by the Trustee or theAuthenticating Agent upon any Debt Security executed by the Company shall beconclusive evidence that the Debt Security so authenticated has been dulyauthenticated and delivered hereunder and that the holder is entitled to thebenefits of this Indenture.

In case any officer ofthe Company who shall have signed any of the Debt Securities shall cease to besuch officer before the Debt Securities so signed shall have been authenticatedand delivered by the Trustee or the Authenticating Agent, or disposed of by the

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Company, such Debt Securities nevertheless may beauthenticated and delivered or disposed of as though the Person who signed suchDebt Securities had not ceased to be such officer of the Company; and any DebtSecurity may be signed on behalf of the Company by such Persons as, at theactual date of the execution of such Debt Security, shall be the properofficers of the Company, although at the date of the execution of thisIndenture any such person was not such an officer.

Every DebtSecurity shall be dated the date of its authentication.

Section2.05                                                        Exchangeand Registration of Transfer of Debt Securities.

The Company shall causeto be kept, at the office or agency maintained for the purpose of registrationof transfer and for exchange as provided in Section 3.02, a register (the “DebtSecurity Register”) for the Debt Securities issued hereunder in which, subjectto such reasonable regulations as it may prescribe, the Company shall providefor the registration and transfer of all Debt Securities as provided in thisArticle II.  Such register shall be inwritten form or in any other form capable of being converted into written formwithin a reasonable time.

Debt Securities to beexchanged may be surrendered at the Principal Office of the Trustee or at anyoffice or agency to be maintained by the Company for such purpose as providedin Section 3.02, and the Company shall execute, the Company or the Trustee shallregister and the Trustee or the Authenticating Agent shall authenticate andmake available for delivery in exchange therefor, the Debt Security or DebtSecurities which the Securityholder making the exchange shall be entitled toreceive.  Upon due presentment forregistration of transfer of any Debt Security at the Principal Office of theTrustee or at any office or agency of the Company maintained for such purposeas provided in Section 3.02, the Company shall execute, the Company or theTrustee shall register and the Trustee or the Authenticating Agent shallauthenticate and make available for delivery in the name of the transferee ortransferees, a new Debt Security for a like aggregate principal amount.Registration or registration of transfer of any Debt Security by the Trustee orby any agent of the Company appointed pursuant to Section 3.02, and delivery ofsuch Debt Security, shall be deemed to complete the registration orregistration of transfer of such Debt Security.

All Debt Securitiespresented for registration of transfer or for exchange or payment shall (if sorequired by the Company or the Trustee or the Authenticating Agent) be dulyendorsed by, or be accompanied by, a written instrument or instruments oftransfer in form satisfactory to the Company and either the Trustee or theAuthenticating Agent duly executed by, the holder or such holder’s attorneyduly authorized in writing.

No service charge shallbe made for any exchange or registration of transfer of Debt Securities, butthe Company or the Trustee may require payment of a sum sufficient to cover anytax, fee or other governmental charge that may be imposed in connectiontherewith other than exchanges pursuant to Section 2.07, Section 9.04 orSection 10.04 not involving any transfer.

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The Company or theTrustee shall not be required to exchange or register a transfer of any DebtSecurity for a period of 15 days immediately preceding the date of selection ofDebt Securities for redemption.

Notwithstanding theforegoing, Debt Securities may not be transferred prior to the ResaleRestriction Termination Date except in compliance with the legend set forthbelow, unless otherwise determined by the Company in accordance with applicablelaw, which legend shall be placed on each Debt Security:

**THISSECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED(THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLESECURITIES LAWS.  NEITHER THIS SECURITYNOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OFSUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  THE HOLDER OF THIS SECURITY OR ANY INTERESTOR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAYBE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTERESTOR PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF (i) TWO YEARS(OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THESECURITIES ACT) AFTER THE LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND(Z) THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE (AS DEFINED IN RULE 405UNDER THE SECURITIES ACT) OF THE COMPANY WAS THE HOLDER OF THIS SECURITY ORSUCH INTEREST OR PARTICIPATION (OR ANY PREDECESSOR THERETO) AND (ii) SUCH LATERDATE, IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW,ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE144A”), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIEDINSTITUTIONAL BUYER”, AS DEFINED IN RULE 144A, THAT PURCHASES FOR ITS OWNACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE ISGIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TOAN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN “ACCREDITEDINVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3), (7) OR (8) OFRULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR SUCHINTEREST OR PARTICIPATION FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH ANACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOROFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THESECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-US PERSONS THAT OCCUROUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT****OR (E) PURSUANT TO ANOTHER AVAILABLEEXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TOTHE COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE**

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**OR TRANSFER PURSUANT TO CLAUSE (C) OR(E) ABOVE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONAND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, ACOPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BYITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES THAT IT WILLCOMPLY WITH THE FOREGOING RESTRICTIONS.**

**THEHOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITSACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, ALSO AGREES, REPRESENTS ANDWARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OROTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOMESECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNALREVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN ENTITYWHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’SINVESTMENT IN THE ENTITY AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAYACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, UNLESSSUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDERU.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60,91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE ANDHOLDING OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION IS NOT PROHIBITED BYSECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASEOR HOLDING.  ANY PURCHASER OR HOLDER OFTHIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN WILL BE DEEMED TO HAVEREPRESENTED BY ITS PURCHASE AND HOLDING HEREOF OR THEREOF, AS THE CASE MAY BE, THATEITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, ATRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN,OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN ORPLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE AND HOLDING WILL NOTRESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVEEXEMPTION.**

**INCONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THEREGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BEREQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THEFOREGOING RESTRICTIONS.**

**THIS SECURITY WILL BE ISSUED AND MAYBE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $100,000 AND MULTIPLES OF$1,000 IN**

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**EXCESS THEREOF.  ANY ATTEMPTED TRANSFER OF THIS SECURITY INDENOMINATIONS OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGALEFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THEHOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN FOR ANYPURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THISSECURITY OR SUCH INTEREST OR PARTICIPATION, AND SUCH PURPORTED TRANSFEREE SHALLBE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY OR ANY INTEREST ORPARTICIPATION HEREIN.**

**THISOBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANYAGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCECORPORATION (THE “FDIC”).  THISOBLIGATION IS SUBORDINATED TO THE CLAIMS OF THE DEPOSITORS AND THE CLAIMS OFGENERAL AND SECURED CREDITORS OF THE COMPANY, IS INELIGIBLE AS COLLATERAL FOR ALOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES AND IS NOT SECURED.**

Section2.06                                                        Mutilated,Destroyed, Lost or Stolen Debt Securities.

In case any Debt Securityshall become mutilated or be destroyed, lost or stolen, the Company shallexecute, and upon its written request the Trustee shall authenticate anddeliver, a new Debt Security bearing a number not contemporaneouslyoutstanding, in exchange and substitution for the mutilated Debt Security, orin lieu of and in substitution for the Debt Security so destroyed, lost orstolen.  In every case the applicant fora substituted Debt Security shall furnish to the Company and the Trustee suchsecurity or indemnity as may be required by them to save each of them harmless,and, in every case of destruction, loss or theft, the applicant shall alsofurnish to the Company and the Trustee evidence to their satisfaction of thedestruction, loss or theft of such Debt Security and of the ownership thereof.

The Trustee mayauthenticate any such substituted Debt Security and deliver the same upon thewritten request or authorization of any officer of the Company.  Upon the issuance of any substituted DebtSecurity, the Company may require the payment of a sum sufficient to cover anytax or other governmental charge that may be imposed in relation thereto andany other expenses connected therewith. In case any Debt Security which has matured or is about to mature or hasbeen called for redemption in full shall become mutilated or be destroyed, lostor stolen, the Company may, instead of issuing a substitute Debt Security, payor authorize the payment of the same (without surrender thereof except in thecase of a mutilated Debt Security) if the applicant for such payment shallfurnish to the Company and the Trustee such security or indemnity as may berequired by them to save each of them harmless and, in case of destruction,loss or theft, evidence satisfactory to the Company and to the Trustee of thedestruction, loss or theft of such Security and of the ownership thereof.

Every substituted DebtSecurity issued pursuant to the provisions of this Section 2.06 by virtue ofthe fact that any such Debt Security is destroyed, lost or stolen shallconstitute an additional contractual obligation of the Company, whether or notthe destroyed, lost or stolen Debt Security shall be found at any time, andshall be entitled to all the benefits of this Indenture

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equally and proportionately with any and all otherDebt Securities duly issued hereunder. All Debt Securities shall be held and owned upon the express conditionthat, to the extent permitted by applicable law, the foregoing provisions areexclusive with respect to the replacement or payment of mutilated, destroyed,lost or stolen Debt Securities and shall preclude any and all other rights orremedies notwithstanding any law or statute existing or hereafter enacted tothe contrary with respect to the replacement or payment of negotiableinstruments or other securities without their surrender.

Section2.07                                                        TemporaryDebt Securities.

Pending the preparationof definitive Debt Securities, the Company may execute and the Trustee shallauthenticate and make available for delivery temporary Debt Securities that aretyped, printed or lithographed. Temporary Debt Securities shall be issuable inany authorized denomination, and substantially in the form of the definitiveDebt Securities but with such omissions, insertions and variations as may beappropriate for temporary Debt Securities, all as may be determined by theCompany.  Every such temporary DebtSecurity shall be executed by the Company and be authenticated by the Trusteeupon the same conditions and in substantially the same manner, and with thesame effect, as the definitive Debt Securities. Without unreasonable delay, the Company will execute and deliver to theTrustee or the Authenticating Agent definitive Debt Securities and thereuponany or all temporary Debt Securities may be surrendered in exchange therefor,at the Principal Office of the Trustee or at any office or agency maintained bythe Company for such purpose as provided in Section 3.02, and the Trustee orthe Authenticating Agent shall authenticate and make available for delivery inexchange for such temporary Debt Securities a like aggregate principal amountof such definitive Debt Securities.  Suchexchange shall be made by the Company at its own expense and without any chargetherefor except that in case of any such exchange involving a registration of transferthe Company may require payment of a sum sufficient to cover any tax, fee orother governmental charge that may be imposed in relation thereto.  Until so exchanged, the temporary DebtSecurities shall in all respects be entitled to the same benefits under thisIndenture as definitive Debt Securities authenticated and delivered hereunder.

Section2.08                                                        Paymentof Interest.

Each Debt Security willbear interest at the then applicable Interest Rate (i) in the case of theinitial Interest Period, for the period from, and including, the date oforiginal issuance of such Debt Security to, but excluding, the initial InterestPayment Date and (ii) thereafter, for the period from, and including, the firstday following the end of the preceding Interest Period to, but excluding, theapplicable Interest Payment Date or, in the case of the last Interest Period,the related Optional Redemption Date, Special Redemption Date or Maturity Date,as applicable (each such period, an “Interest Period”), on the principalthereof, on any overdue principal and (to the extent that payment of suchinterest is enforceable under applicable law) on Deferred Interest and on anyoverdue installment of interest (including Defaulted Interest), payable(subject to the provisions of Article XV) on each Interest Payment Date and onthe Maturity Date, any Optional Redemption Date or the Special Redemption Date,as the case may be.  Interest and anyDeferred Interest on any Debt Security that is payable, and is punctually paidor duly provided for by the Company, on any Interest Payment Date shall be paidto the Person in whose name such Debt Security (or one or more PredecessorSecurities) is registered at the close

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of business on the regular record date for suchinterest installment, except that interest and any Deferred Interest payable onthe Maturity Date, any Optional Redemption Date or the Special Redemption Date,as the case may be, other than any Interest Payment Date shall be paid to thePerson to whom principal is paid.  Incase (i) the Maturity Date of any Debt Security or (ii) any Debt Security orportion thereof is called for redemption and the related Optional RedemptionDate or the Special Redemption Date, as the case may be, is subsequent to theregular record date with respect to any Interest Payment Date and prior to suchInterest Payment Date, interest on such Debt Security will be paid uponpresentation and surrender of such Debt Security.

Any interest on any DebtSecurity, other than Deferred Interest, that is payable, but is not punctuallypaid or duly provided for by the Company, on any Interest Payment Date (hereincalled “Defaulted Interest”) shall forthwith cease to be payable to the holderon the relevant regular record date by virtue of having been such holder, andsuch Defaulted Interest shall be paid by the Company to the Persons in whosenames such Debt Securities (or their respective Predecessor Securities) areregistered at the close of business on a special record date for the payment ofsuch Defaulted Interest, which shall be fixed in the following manner:  the Company shall notify the Trustee inwriting of the amount of Defaulted Interest proposed to be paid on each suchDebt Security and the date of the proposed payment, and at the same time theCompany shall deposit with the Trustee an amount of money equal to theaggregate amount proposed to be paid in respect of such Defaulted Interest orshall make arrangements reasonably satisfactory to the Trustee for such depositprior to the date of the proposed payment, such money when deposited to be heldin trust for the benefit of the Persons entitled to such Defaulted Interest asprovided in this paragraph.  Thereuponthe Trustee shall fix a special record date for the payment of such DefaultedInterest, which shall not be more than fifteen nor less than ten days prior tothe date of the proposed payment and not less than ten days after the receiptby the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Companyof such special record date and, in the name and at the expense of the Company,shall cause notice of the proposed payment of such Defaulted Interest and thespecial record date therefor to be mailed, first class postage prepaid, to eachSecurityholder at his or her address as it appears in the Debt Security Register,not less than ten days prior to such special record date.  Notice of the proposed payment of suchDefaulted Interest and the special record date therefor having been mailed asaforesaid, such Defaulted Interest shall be paid to the Persons in whose namessuch Debt Securities (or their respective Predecessor Securities) areregistered on such special record date and thereafter the Company shall have nofurther payment obligation in respect of the Defaulted Interest.

Any interest scheduled tobecome payable on an Interest Payment Date occurring during an Extension Periodshall not be Defaulted Interest and shall be payable on such other date as maybe specified in the terms of such Debt Securities.

The term “regular record date”, as used in thisSection, shall mean the fifteenth day prior to the applicable Interest PaymentDate, whether or not such day is a Business Day.

Subject to the foregoingprovisions of this Section, each Debt Security delivered under this Indentureupon registration of transfer of or in exchange for or in lieu of any otherDebt Security shall carry the rights to interest accrued and unpaid, and toaccrue, that were carried by such other Debt Security.

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Section2.09                                                        Cancellationof Debt Securities Paid, etc.

All Debt Securitiessurrendered for the purpose of payment, redemption, exchange or registration oftransfer, shall, if surrendered to the Company or any Paying Agent, besurrendered to the Trustee and promptly canceled by it, or, if surrendered tothe Trustee or any Authenticating Agent, shall be promptly canceled by it, andno Debt Securities shall be issued in lieu thereof except as expresslypermitted by any of the provisions of this Indenture.  All Debt Securities canceled by any AuthenticatingAgent shall be delivered to the Trustee. The Trustee shall destroy all canceled Debt Securities unless theCompany otherwise directs the Trustee in writing, in which case the Trusteeshall dispose of such Debt Securities as directed by the Company.  If the Company shall acquire any of the DebtSecurities, however, such acquisition shall not operate as a redemption orsatisfaction of the indebtedness represented by such Debt Securities unless anduntil the same are surrendered to the Trustee for cancellation.

Section2.10                                                        Computationof Interest.

(a)                                Theamount of interest payable on the Debt Securities will be computed (i) withrespect to any Interest Period prior to the Interest Period commencing on theInterest Payment Date in March, 2012, on the basis of a 360-day year consistingof twelve 30-day months and (ii) with respect to any Interest Period commencingon or after the Interest Payment Date in March, 2012, on the basis of a 360-dayyear and the actual number of days elapsed in such Interest Period.

(b)                               LIBORshall be determined by the Calculation Agent for each Interest Periodcommencing on or after the Interest Payment Date in March, 2012 in accordancewith the following provisions:

(i)                                     Onthe second LIBOR Business Day (provided, that on such day commercial banks areopen for business (including dealings in foreign currency deposits) in London(a “LIBOR Banking Day”), and otherwise the next preceding LIBOR Business Daythat is also a LIBOR Banking Day) prior to the Interest Payment Date thatcommences such Interest Period (each such day, a “LIBOR Determination Date”),LIBOR shall equal the rate, as obtained by the Calculation Agent, forthree-month U.S. Dollar deposits in Europe, which appears on Telerate (asdefined in the International Swaps and Derivatives Association, Inc. 2000 InterestRate and Currency Exchange Definitions) page 3750 or such other page as mayreplace such page 3750, as of 11:00 a.m. (London time) on such LIBORDetermination Date, as reported by Bloomberg Financial Markets Commodities Newsor any successor service (“Telerate Page 3750”).  “LIBOR Business Day” means any day that isnot a Saturday, Sunday or other day on which commercial banking institutions inThe City of New York or Wilmington, Delaware are authorized or obligated by lawor executive order to be closed.  If suchrate is superseded on Telerate Page 3750 by a corrected rate before 12:00 noon(London time) on such LIBOR Determination Date, the corrected rate as sosubstituted will be LIBOR for such LIBOR Determination Date.

(ii)                                  If,on such LIBOR Determination Date, such rate does not appear on Telerate Page3750, the Calculation Agent shall determine the arithmetic mean of the

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offeredquotations of the Reference Banks to leading banks in the London interbankmarket for three-month U.S. Dollar deposits in Europe (in an amount determinedby the Calculation Agent) by reference to requests for quotations as ofapproximately 11:00 a.m. (London time) on such LIBOR Determination Date made bythe Calculation Agent to the Reference Banks. If, on such LIBOR Determination Date, at least two of the ReferenceBanks provide such quotations, LIBOR shall equal the arithmetic mean of suchquotations.  If, on such LIBORDetermination Date, only one or none of the Reference Banks provide such aquotation, LIBOR shall be deemed to be the arithmetic mean of the offeredquotations that at least two leading banks in The City of New York (as selectedby the Calculation Agent) are quoting on such LIBOR Determination Date forthree-month U.S. Dollar deposits in Europe at approximately 11:00 a.m. (Londontime) (in an amount determined by the Calculation Agent). As used herein, “ReferenceBanks” means four major banks in the London interbank market selected by theCalculation Agent.

(iii)                               If the Calculation Agentis required but is unable to determine a rate in accordance with at least oneof the procedures provided above, LIBOR for such Interest Period shall be LIBORin effect for the immediately preceding Interest Period.

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

(d)                                 Oneach LIBOR Determination Date, the Calculation Agent shall notify, in writing,the Company and the Paying Agent of the applicable Interest Rate that appliesto the related Interest Period.  TheCalculation Agent shall, upon the request of a holder of any Debt Securities,inform such holder of the Interest Rate that applies to the related InterestPeriod.  All calculations made by theCalculation Agent in the absence of manifest error shall be conclusive for allpurposes and binding on the Company and the holders of the DebtSecurities.  The Paying Agent shall beentitled to rely on information received from the Calculation Agent or theCompany as to the applicable Interest Rate. The Company shall, from time to time, provide any necessary informationto the Paying Agent relating to any original issue discount and interest on theDebt Securities that is included in any payment and reportable for taxableincome calculation purposes.

Section2.11                                                        Extensionof Interest Payment Period.

So long as no Event of Default pursuant to Sections5.01(b), (e), (f), (g), (h) or (i) of this Indenture has occurred and iscontinuing, the Company shall have the right, from time to time and withoutcausing an Event of Default, to defer payments of interest on the DebtSecurities by extending the interest payment period on the Debt Securities atany time and from time to time during the term of the Debt Securities, for upto 20 consecutive quarterly periods (each such extended interest paymentperiod, together with all previous and further consecutive extensions thereof,is referred to herein as an “Extension Period”).  No Extension Period may end on a date otherthan an Interest Payment Date or extend beyond the Maturity Date, any OptionalRedemption Date or the Special Redemption Date, as the case may be.  During any Extension

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Period, interest will continue to accrue on the DebtSecurities, and interest on such accrued interest (such accrued interest andinterest thereon referred to herein as “Deferred Interest”) will accrue at anannual rate equal to the Interest Rate applicable during such Extension Period,compounded quarterly from the date such Deferred Interest would have beenpayable were it not for the Extension Period, to the extent permitted byapplicable law.  No interest or DeferredInterest (except any Additional Amounts that may be due and payable) shall bedue and payable during an Extension Period, except at the end thereof.  At the end of any Extension Period, theCompany shall pay all Deferred Interest then accrued and unpaid on the DebtSecurities; provided, however, that during any Extension Period,the Company shall be subject to the restrictions set forth in Section3.08.  Prior to the termination of anyExtension Period, the Company may further extend such Extension Period, provided,that no Extension Period (including all previous and further consecutiveextensions that are part of such Extension Period) shall exceed 20 consecutivequarterly periods.  Upon the terminationof any Extension Period and upon the payment of all Deferred Interest, theCompany may commence a new Extension Period, subject to the foregoingrequirements.  The Company must give theTrustee notice of its election to begin or extend an Extension Period no laterthan the close of business on the fifteenth Business Day prior to theapplicable Interest Payment Date.  TheTrustee shall give notice of the Company’s election to begin or extend anExtension Period to the Securityholders, promptly after receipt of notice fromthe Company of its election to begin or extend an Extension Period.

Section2.12                                                        CUSIPNumbers.

The Company in issuingthe Debt Securities may use a “CUSIP” number (if then generally in use), and,if so, the Trustee shall use a “CUSIP” number in notices of redemption as aconvenience to Securityholders; provided, that any such notice may statethat no representation is made as to the correctness of such number either asprinted on the Debt Securities or as contained in any notice of a redemptionand that reliance may be placed only on the other identification numbersprinted on the Debt Securities, and any such redemption shall not be effected byany defect in or omission of such numbers. The Company will promptly notify the Trustee in writing of any change inthe CUSIP number.

Section2.13                                                        GlobalDebentures.

(a)                                  Uponthe election of an owner of beneficial interests in outstanding Debt Securities,the Debt Securities owned by such beneficial owner shall be issued in the formof one or more Global Debentures.  EachGlobal Debenture issued under this Indenture shall be registered in the name ofthe Depositary designated by the Company for such Global Debenture or a nomineeof such Depositary and delivered to such Depositary or a nominee thereof orcustodian therefor, and each such Global Debenture shall constitute a singleDebt Security for all purposes of this Indenture.

(b)                                 Notwithstandingany other provision in this Indenture, no Global Debenture may be exchanged inwhole or in part for Debt Securities in certificated form, and no transfer of aGlobal Debenture in whole or in part may be, registered in the name of anyPerson other than the Depositary for such Global Debenture or a nominee thereofunless (i) such Depositary advises the Trustee and the Company in writing thatsuch Depositary is no longer

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willing or able to properly discharge itsresponsibilities as Depositary with respect to such Global Debenture, and noqualified successor is appointed by the Company within ninety (90) days ofreceipt by the Company of such notice, (ii) such Depositary ceases to be aclearing agency registered under the Exchange Act and no successor is appointedby the Company within ninety (90) days after obtaining knowledge of such eventor (iii) an Event of Default shall have occurred and be continuing.  Upon obtaining knowledge of the occurrence ofany event specified in clause (i), (ii) or (iii) above, the Trustee shallnotify the Depositary and instruct the Depositary to notify all owners ofbeneficial interests in such Global Debenture of the occurrence of such eventand of the availability of Debt Securities in certificated form to suchbeneficial owners requesting the same. Upon the issuance of such Debt Securities in certificated form and theregistration in the Debt Security Register of such Debt Securities in the namesof the holders thereof, the Trustee shall recognize such holders as holders ofDebt Securities for all purposes of this Indenture and the Debt Securities.

(c)                                  Ifany Global Debenture is to be exchanged for Debt Securities in certificatedform or canceled in part, or if a Debt Security in certificated form is to beexchanged in whole or in part for a beneficial interest in any GlobalDebenture, then either (i) such Global Debenture shall be so surrendered forexchange or cancellation as provided herein or (ii) the principal amountthereof shall be reduced or increased, subject to Section 2.03, by an amountequal to the portion thereof to be so exchanged or canceled, or equal to theprincipal amount of such Debt Security to be so exchanged for a beneficialinterest therein, as the case may be, by means of an appropriate adjustmentmade on the records of the Debt Security registrar, whereupon the Trustee, inaccordance with the Applicable Depositary Procedures, shall instruct theDepositary or its authorized representative to make a corresponding adjustmentto its records.  Upon any such surrenderor adjustment of a Global Debenture by the Depositary, accompanied byregistration instructions, the Company shall execute and the Trustee shallauthenticate and deliver Debt Securities issuable in exchange for such GlobalDebenture (or any portion thereof) in accordance with the instructions of theDepositary.  The Trustee may conclusivelyrely on, and shall be fully protected in relying on, such instructions.

(d)                                 EveryDebt Security authenticated and delivered upon registration of transfer of, orin exchange for or in lieu of, a Global Debenture or any portion thereof shallbe authenticated and delivered in the form of, and shall be, a GlobalDebenture, unless such Debt Security is registered in the name of a Personother than the Depositary for such Global Debenture or a nominee thereof.

(e)                                  DebtSecurities distributed to holders of Book-Entry Capital Securities (as definedin the Declaration) upon the dissolution of the Trust shall be distributed inthe form of one or more Global Debentures registered in the name of theDepositary or its nominee, and deposited with the Debt Securities registrar, ascustodian for such Depositary, or with such Depositary, for credit by theDepositary to the owners of beneficial interests in such Book-Entry CapitalSecurities.  Debt Securities distributedto holders of Capital Securities in certificated form upon the dissolution ofthe Trust shall be issued in certificated form.

(f)                                    TheDepositary or its nominee, as the registered owner of a Global Debenture, shallbe the holder of such Global Debenture for all purposes under this Indentureand the Debt Securities, and owners of beneficial interests in a GlobalDebenture shall hold such

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interests pursuant to the Applicable DepositaryProcedures.  Accordingly, any such owner’sbeneficial interest in a Global Debenture shall be shown only on, and thetransfer of such interest shall be effected only through, records maintained bythe Depositary or its nominee or its Depositary Participants.  The Debt Securities registrar and the Trusteeshall be entitled to deal with the Depositary for all purposes of thisIndenture relating to a Global Debenture as the sole holder of the DebtSecurity and shall have no obligation to any beneficial owner of a GlobalDebenture.  Neither the Trustee nor theDebt Securities registrar shall have any liability in respect of any transferseffected by the Depositary or its Depositary Participants.

(g)                                 Therights of owners of beneficial interests in a Global Debenture shall beexercised only through the Depositary and shall be limited to those establishedby law and agreements between such owners and the Depositary and/or itsDepositary Participants.

(h)                                 Noowner of any beneficial interest in any Global Debenture shall have any rightsunder this Indenture with respect to such Global Debenture, and the Depositarymay be treated by the Company, the Trustee and any agent of the Company or theTrustee as the owner and holder of such Global Debenture for all purposes underthe Indenture.  None of the Company, theTrustee nor any agent of the Company or the Trustee will have anyresponsibility or liability for any aspect of the records relating to orpayments made on account of beneficial ownership interests in a GlobalDebenture or maintaining, supervising or reviewing any records relating to suchbeneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Company,the Trustee or any agent of the Company or the Trustee from giving effect toany written certification, proxy or other authorization furnished by theDepositary or impair, as between the Depositary and such beneficial owners, theoperation of customary practices governing the exercise of the rights of theDepositary or its nominee as holder of any Debt Security.

(i)                                     GlobalDebentures shall bear the following legend on the face thereof:

**THIS SECURITY IS A GLOBAL DEBT SECURITY WITHIN THE MEANING OFTHE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THEDEPOSITORY TRUST COMPANY (“DTC”) OR A NOMINEE OF DTC. THIS SECURITY ISEXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTCOR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE,AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLEBY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OFDTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.**

**UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZEDREPRESENTATIVE OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,EXCHANGE, OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE& CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVEOF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS ISREQUESTED BY AN AUTHORIZED**

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**REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USEHEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THEREGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.**

ARTICLE IIIPARTICULAR COVENANTS OF THE COMPANY

Section 3.01                                                        Paymentof Principal, Premium and Interest; Agreed Treatment of the Debt Securities.

(a)                                  TheCompany covenants and agrees that it will duly and punctually pay or cause tobe paid all payments due in respect of the Debt Securities at the place, at therespective times and in the manner provided in this Indenture and the DebtSecurities.  Payment of the principal ofand premium, if any, and interest on the Debt Securities due on the MaturityDate, any Optional Redemption Date or the Special Redemption Date, as the casemay be, will be made by the Company in immediately available funds againstpresentation and surrender of such Debt Securities.  At the option of the Company, eachinstallment of interest on the Debt Securities due on an Interest Payment Dateother than the Maturity Date, any Optional Redemption Date or the SpecialRedemption Date, as the case may be, may be paid (i) by mailing checks for suchinterest payable to the order of the holders of Debt Securities entitledthereto as they appear on the Debt Security Register or (ii) by wire transferof immediately available funds to any account with a banking institutionlocated in the United States designated by such holders to the Paying Agent nolater than the related record date.  Notwithstandinganything to the contrary contained in this Indenture or any Debt Security, ifthe Trust or the trustee of the Trust is the holder of any Debt Security, thenall payments in respect of such Debt Security shall be made by the Company inimmediately available funds when due.

(b)                                 TheCompany will treat the Debt Securities as indebtedness, and the interestpayable in respect of such Debt Securities (including any Additional Amounts)as interest, for all U.S. federal income tax purposes.  All payments in respect of such DebtSecurities will be made free and clear of U.S. withholding tax provided, that(i) any beneficial owner thereof that is a “United States person” within themeaning of Section 7701(a)(30) of the Code (A) has provided an Internal RevenueService Form W-9 (or any substitute or successor form) in the manner requiredestablishing its status as a “United States person” for U.S. federal income taxpurposes, and (B) the Internal Revenue Service has neither notified the Issuerthat the taxpayer identification number furnished by such beneficial owner isincorrect nor notified the Issuer that there is underreporting by suchbeneficial owner, and (ii) any beneficial owner thereof that is not a “UnitedStates person” within the meaning of Section 7701(a)(30) of the Code hasprovided an Internal Revenue Service Form W-8 BEN, Internal Revenue ServiceForm W-8ECI, or Internal Revenue Service Form W-8EXP, as applicable (or anysubstitute or successor form) in the manner required establishing its non-U.S.status for U.S. federal income tax purposes.

(c)                                  Asof the date of this Indenture, the Company represents that it has no intentionto exercise its right under Section 2.11 to defer payments of interest on theDebt Securities by commencing an Extension Period.

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(d)                                 Asof the date of this Indenture, the Company represents that the likelihood thatit would exercise its right under Section 2.11 to defer payments of interest onthe Debt Securities by commencing an Extension Period at any time during whichthe Debt Securities are outstanding is remote because of the restrictions thatwould be imposed on the Company’s ability to declare or pay dividends ordistributions on, or to redeem, purchase or make a liquidation payment withrespect to, any of its outstanding equity and on the Company’s ability to makeany payments of principal of or premium, if any, or interest on, or repurchaseor redeem, any of its debt securities that rank *pari passu* in all respects with or junior in interest to theDebt Securities.

Section3.02                                                        Officesfor Notices and Payments, etc.

So long as any of theDebt Securities remain outstanding, the Company will maintain in Wilmington,Delaware or in Pierre, South Dakota an office or agency where the DebtSecurities may be presented for payment, an office or agency where the DebtSecurities may be presented for registration of transfer and for exchange asprovided in this Indenture and an office or agency where notices and demands toor upon the Company in respect of the Debt Securities or of this Indenture maybe served.  The Company will give to theTrustee written notice of the location of any such office or agency and of anychange of location thereof.  Untilotherwise designated from time to time by the Company in a notice to theTrustee, or specified as contemplated by Section 2.05, such office or agencyfor all of the above purposes shall be the Principal Office of theTrustee.  In case the Company shall failto maintain any such office or agency in Wilmington, Delaware or in Pierre,South Dakota, or shall fail to give such notice of the location or of anychange in the location thereof, presentations and demands may be made andnotices may be served at the Principal Office of the Trustee.

In addition to any suchoffice or agency, the Company may from time to time designate one or moreoffices or agencies outside Wilmington, Delaware or Pierre, South Dakota wherethe Debt Securities may be presented for registration of transfer and forexchange in the manner provided in this Indenture, and the Company may fromtime to time rescind such designation, as the Company may deem desirable orexpedient; provided, however, that no such designation orrescission shall in any manner relieve the Company of its obligation tomaintain any such office or agency in Wilmington, Delaware or in Pierre, SouthDakota for the purposes above mentioned. The Company will give to the Trustee prompt written notice of any suchdesignation or rescission thereof.

Section3.03                                                        Appointmentsto Fill Vacancies in Trustee’s Office.

The Company, whenevernecessary to avoid or fill a vacancy in the office of Trustee, will appoint, inthe manner provided in Section 6.09, a Trustee, so that there shall at alltimes be a Trustee hereunder.

Section3.04                                                        Provisionas to Paying Agent.

(a)                                  Ifthe Company shall appoint a Paying Agent other than the Trustee, it will causesuch Paying Agent to execute and deliver to the Trustee an instrument in whichsuch agent shall agree with the Trustee, subject to the provision of thisSection 3.04,

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(i)                                     thatit will hold all sums held by it as such agent for the payment of all paymentsdue on the Debt Securities (whether such sums have been paid to it by theCompany or by any other obligor on the Debt Securities) in trust for thebenefit of the holders of the Debt Securities;

(ii)                                  thatit will give the Trustee prompt written notice of any failure by the Company(or by any other obligor on the Debt Securities) to make any payment on theDebt Securities when the same shall be due and payable; and

(iii)                               that it will, at anytime during the continuance of any Event of Default, upon the written requestof the Trustee, forthwith pay to the Trustee all sums so held in trust by suchPaying Agent.

(b)                                 Ifthe Company shall act as its own Paying Agent, it will, on or before each duedate of the payments due on the Debt Securities, set aside, segregate and holdin trust for the benefit of the holders of the Debt Securities a sum sufficientto make such payments so becoming due and will notify the Trustee in writing ofany failure to take such action and of any failure by the Company (or by anyother obligor under the Debt Securities) to make any payment on the DebtSecurities when the same shall become due and payable.

Whenever the Companyshall have one or more Paying Agents for the Debt Securities, it will, on orprior to each due date of the payments on the Debt Securities, deposit with aPaying Agent a sum sufficient to pay all payments so becoming due, such sum tobe held in trust for the benefit of the Persons entitled thereto and (unlesssuch Paying Agent is the Trustee) the Company shall promptly notify the Trusteein writing of its action or failure to act.

(c)                                  Anythingin this Section 3.04 to the contrary notwithstanding, the Company may, at anytime, for the purpose of obtaining a satisfaction and discharge with respect tothe Debt Securities, or for any other reason, pay, or direct any Paying Agentto pay, to the Trustee all sums held in trust by the Company or any such PayingAgent, such sums to be held by the Trustee upon the same terms and conditionsherein contained.

(d)                                 Anythingin this Section 3.04 to the contrary notwithstanding, the agreement to holdsums in trust as provided in this Section 3.04 is subject to Sections 12.03 and12.04.

(e)                                  TheCompany hereby initially appoints the Trustee to act as paying agent for theDebt Securities (the “Paying Agent”).

Section3.05                                                        Certificateto Trustee.

The Company will deliverto the Trustee on or before 120 days after the end of each fiscal year, so longas Debt Securities are outstanding hereunder, a Certificate, substantially inthe form of Exhibit B attached hereto, stating that in the course of theperformance by the signers of their duties as officers of the Company theywould normally have knowledge of any default by the Company in the performanceof any covenants of the Company contained herein, stating whether or not theyhave knowledge of any such default and, if so, specifying each such default ofwhich the signers have knowledge and the nature thereof.

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Section3.06                                                        AdditionalAmounts.

If and for so long as theTrust is the holder of all Debt Securities and is subject to or otherwiserequired to pay (or is required to withhold from distributions to holders ofTrust Securities) any additional taxes (including withholding taxes), duties,assessments or other governmental charges as a result of a Tax Event, theCompany will pay such additional amounts (the “Additional Amounts”) on the DebtSecurities or the Trust Securities, as the case may be, as shall be required sothat the net amounts received and retained by the holders of Debt Securities orTrust Securities, as the case may be, after payment of all taxes (includingwithholding taxes), duties, assessments or other governmental charges, will beequal to the amounts that such holders would have received and retained had nosuch taxes (including withholding taxes), duties, assessments or othergovernmental charges been imposed.

Whenever in thisIndenture or the Debt Securities there is a reference in any context to thepayment of principal of or premium, if any, or interest on the Debt Securities,such mention shall be deemed to include mention of payments of the AdditionalAmounts provided for in this Section to the extent that, in such context,Additional Amounts are, were or would be payable in respect thereof pursuant tothe provisions of this Section and express mention of the payment of AdditionalAmounts (if applicable) in any provisions hereof shall not be construed asexcluding Additional Amounts in those provisions hereof where such expressmention is not made, provided, however, that, notwithstandinganything to the contrary contained in this Indenture or any Debt Security, thedeferral of the payment of interest during an Extension Period pursuant toSection 2.11 shall not defer the payment of any Additional Amounts that may bedue and payable.

Section3.07                                                        Compliancewith Consolidation Provisions.

The Company will not,while any of the Debt Securities remain outstanding, consolidate with, or mergeinto, any other Person, or merge into itself, or sell, convey, transfer orotherwise dispose of all or substantially all of its property or capital stockto any other Person unless the provisions of Article XI hereof are compliedwith.

Section3.08                                                        Limitationon Dividends.

If (i) there shall haveoccurred and be continuing a Default or an Event of Default, (ii) the Companyshall be in default with respect to its payment of any obligations under theCapital Securities Guarantee or (iii) the Company shall have given notice ofits election to defer payments of interest on the Debt Securities by extendingthe interest payment period as provided herein and such period, or anyextension thereof, shall have commenced and be continuing, then the Company maynot (A) declare or pay any dividends or distributions on, or redeem, purchase,acquire, or make a liquidation payment with respect to, any of the Company’scapital stock, (B) make any payment of principal of or premium, if any, orinterest on or repay, repurchase or redeem any debt securities of the Companythat rank *pari passu*in allrespects with or junior in interest to the Debt Securities or (C) make anypayment under any guarantees of the Company that rank *pari passu*in all respects with or juniorin interest to the Capital Securities Guarantee (other than (a) repurchases,redemptions or other acquisitions of shares of capital stock of the Company (I)in connection with any employment contract, benefit plan or other similar

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arrangement with or for the benefit of one or moreemployees, officers, directors or consultants, (II) in connection with adividend reinvestment or stockholder stock purchase plan or (III) in connectionwith the issuance of capital stock of the Company (or securities convertibleinto or exercisable for such capital stock) as consideration in an acquisitiontransaction entered into prior to the occurrence of (i), (ii) or (iii) above,(b) as a result of any exchange or conversion of any class or series of theCompany’s capital stock (or any capital stock of a subsidiary of the Company)for any class or series of the Company’s capital stock or of any class orseries of the Company’s indebtedness for any class or series of the Company’scapital stock, (c) the purchase of fractional interests in shares of theCompany’s capital stock pursuant to the conversion or exchange provisions ofsuch capital stock or the security being converted or exchanged, (d) anydeclaration of a dividend in connection with any stockholder’s rights plan, orthe issuance of rights, stock or other property under any stockholder’s rightsplan, or the redemption or repurchase of rights pursuant thereto or (e) anydividend in the form of stock, warrants, options or other rights where thedividend stock or the stock issuable upon exercise of such warrants, options orother rights is the same stock as that on which the dividend is being paid orranks *pari passu* with or juniorin interest to such stock).

Section3.09                                                        Covenantsas to the Trust.

For so long as such TrustSecurities remain outstanding, the Company shall maintain 100% ownership of theCommon Securities; provided, however, that any permittedsuccessor of the Company under this Indenture may succeed to the Company’sownership of such Common Securities.  TheCompany, as owner of the Common Securities, shall use commercially reasonableefforts to cause the Trust (a) to remain a statutory trust, except inconnection with a distribution of Debt Securities to the holders of TrustSecurities in liquidation of the Trust, the redemption of all of the TrustSecurities or mergers, consolidations or amalgamations, each as permitted bythe Declaration, (b) to otherwise continue to be classified as a grantor trustfor United States federal income tax purposes and (c) to cause each holder ofTrust Securities to be treated as owning an undivided beneficial interest inthe Debt Securities.

ARTICLE IVLISTS

Section4.01                                                        Securityholders’Lists.

The Company covenants and agrees that it will furnishor cause to be furnished to the Trustee:

(a)                                  oneach regular record date for an Interest Payment Date, a list, in such form asthe Trustee may reasonably require, of the names and addresses of theSecurityholders of the Debt Securities as of such record date; and

(b)                                 atsuch other times as the Trustee may request in writing, within 30 days afterthe receipt by the Company of any such request, a list of similar form andcontent as of a date not more than 15 days prior to the time such list isfurnished; except that no such lists need be furnished under this Section 4.01so long as the Trustee is in possession thereof by reason of its acting as DebtSecurity registrar.

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Section4.02                                                        Preservationand Disclosure of Lists.

(a)                                  TheTrustee shall preserve, in as current a form as is reasonably practicable, allinformation as to the names and addresses of the holders of Debt Securities (1)contained in the most recent list furnished to it as provided in Section 4.01or (2) received by it in the capacity of Debt Securities registrar (if soacting) hereunder.  The Trustee maydestroy any list furnished to it as provided in Section 4.01 upon receipt of anew list so furnished.

(b)                                 Incase three or more holders of Debt Securities (hereinafter referred to as “applicants”)apply in writing to the Trustee and furnish to the Trustee reasonable proofthat each such applicant has owned a Debt Security for a period of at least sixmonths preceding the date of such application, and such application states thatthe applicants desire to communicate with other holders of Debt Securities withrespect to their rights under this Indenture or under such Debt Securities andis accompanied by a copy of the form of proxy or other communication which suchapplicants propose to transmit, then the Trustee shall within five BusinessDays after the receipt of such application, at its election, either:

(i)                                     affordsuch applicants access to the information preserved at the time by the Trusteein accordance with the provisions of subsection (a) of this Section 4.02, or

(ii)                                  informsuch applicants as to the approximate number of holders of Debt Securitieswhose names and addresses appear in the information preserved at the time bythe Trustee in accordance with the provisions of subsection (a) of this Section4.02, and as to the approximate cost of mailing to such Securityholders theform of proxy or other communication, if any, specified in such application.

If the Trustee shallelect not to afford such applicants access to such information, the Trusteeshall, upon the written request of such applicants, mail to each Securityholderof Debt Securities whose name and address appear in the information preservedat the time by the Trustee in accordance with the provisions of subsection (a)of this Section 4.02 a copy of the form of proxy or other communication whichis specified in such request with reasonable promptness after a tender to theTrustee of the material to be mailed and of payment, or provision for thepayment, of the reasonable expenses of mailing, unless within five days aftersuch tender, the Trustee shall mail to such applicants and file with theSecurities and Exchange Commission, if permitted or required by applicable law,together with a copy of the material to be mailed, a written statement to theeffect that, in the opinion of the Trustee, such mailing would be contrary tothe best interests of the holders of all Debt Securities, as the case may be,or would be in violation of applicable law. Such written statement shall specify the basis of such opinion.  If said Commission, as permitted or requiredby applicable law, after opportunity for a hearing upon the objectionsspecified in the written statement so filed, shall enter an order refusing tosustain any of such objections or if, after the entry of an order sustainingone or more of such objections, said Commission shall find, after notice andopportunity for hearing, that all the objections so sustained have been met andshall enter an order so declaring, the Trustee shall mail copies of suchmaterial to all such Securityholders with reasonable promptness after the entryof such order and the renewal of such tender; otherwise the Trustee shall berelieved of any obligation or duty to such applicants respecting theirapplication.

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(c)                                  Eachand every holder of Debt Securities, by receiving and holding the same, agreeswith the Company and the Trustee that none of the Company, the Trustee or anyPaying Agent shall be held accountable by reason of the disclosure of any suchinformation as to the names and addresses of the holders of Debt Securities inaccordance with the provisions of subsection (b) of this Section 4.02,regardless of the source from which such information was derived, and that theTrustee shall not be held accountable by reason of mailing any materialpursuant to a request made under said subsection (b).

Section4.03                                                        Financialand Other Information.

(a)                                  TheCompany shall deliver, by hardcopy or electronic transmission, to eachSecurityholder (i) each Report on Form 10-K and Form 10-Q, if any, prepared bythe Company and filed with the Securities and Exchange Commission in accordancewith the Exchange Act within 10 Business Days after the filing thereof or (ii)if the Company is (a) not then subject to Section 13 or 15(d) of the ExchangeAct (a “Private Entity”) or (b) exempt from reporting pursuant to Rule12g3-2(b) thereunder, the information required by Rule 144A(d)(4) under theSecurities Act.  Notwithstanding theforegoing, so long as a Holder of the Debt Securities is MMCapS Funding XVIII,Ltd. or an entity that holds a pool of trust preferred securities and/or debtsecurities as collateral for its securities or a trustee thereof, and theCompany is (i) a Private Entity that, on the date of original issuance of theDebt Securities, is required to provide audited consolidated financialstatements to its primary regulatory authority, (ii) a Private Entity that, onthe date of original issuance of the Debt Securities, is not required toprovide audited consolidated financial statements to its primary regulatoryauthority but subsequently becomes subject to the audited consolidatedfinancial statement reporting requirements of that regulatory authority or(iii) subject to Section 13 or 15(d) of the Exchange Act on the date oforiginal issuance of the Debt Securities or becomes so subject after the datehereof but subsequently becomes a Private Entity, then, within 90 days afterthe end of each fiscal year, beginning with the fiscal year in which the DebtSecurities were originally issued if the Company was then subject to (x) Section13 or 15(d) of the Exchange Act or (y) audited consolidated financial statementreporting requirements of its primary regulatory authority or, otherwise, theearliest fiscal year in which the Company becomes subject to (1) Section 13 or15(d) of the Exchange Act or (2) the audited consolidated financial statementreporting requirements of its primary regulatory authority, the Company shalldeliver, by hardcopy or electronic transmission, to each Securityholder, unlessotherwise provided pursuant to the preceding sentence, (A) a copy of theCompany’s audited consolidated financial statements (including balance sheetand income statement) covering the related annual period and (B) the report ofthe independent accountants with respect to such financial statements.  In addition to the foregoing, the Companyshall deliver to each Securityholder within 30 days after the end of the fiscalyear of the Company, Form 1099 or such other annual U.S. federal income taxinformation statement required by the Code containing such information withregard to the Debt Securities held by such holder as is required by the Codeand the income tax regulations of the U.S. Treasury thereunder.

(b)                                 Ifand so long as the Holder of the Debt Securities is MMCapS Funding XVIII, Ltd.or an entity that holds a pool of trust preferred securities and/or debtsecurities or a trustee thereof, the Company will cause copies of its reportson Form H-b(11) to be delivered to such Holder promptly following their filingwith the OTS.

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ARTICLE VREMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

Section5.01                                                        Eventsof Default.

The followingevents shall be “Events of Default” with respect to Debt Securities:

(a)                                  theCompany defaults in the payment of any interest upon any Debt Security when itbecomes due and payable, and continuance of such default for a period of 30days; for the avoidance of doubt, an extension of any interest payment periodby the Company in accordance with Section 2.11 of this Indenture shall notconstitute a default under this clause 5.01(a); or

(b)                                 theCompany defaults in the payment of any interest upon any Debt Security,including any Additional Amounts in respect thereof, following the nonpaymentof any such interest for twenty or more consecutive Interest Periods; or

(c)                                  theCompany defaults in the payment of all or any part of the principal of (orpremium, if any, on) any Debt Securities as and when the same shall become dueand payable, whether at maturity, upon redemption, by acceleration of maturitypursuant to Section 5.01 of this Indenture or otherwise; or

(d)                                 theCompany defaults in the performance of, or breaches, any of its covenants oragreements in Sections 3.06, 3.07, 3.08 or 3.09 of this Indenture (other than acovenant or agreement a default in whose performance or whose breach iselsewhere in this Section specifically dealt with), and continuance of suchdefault or breach for a period of 90 days after there has been given, byregistered or certified mail, to the Company by the Trustee or to the Companyand the Trustee by the holders of not less than 25% in aggregate principalamount of the outstanding Debt Securities, a written notice specifying suchdefault or breach and requiring it to be remedied and stating that such noticeis a “Notice of Default” hereunder; or

(e)                                  acourt having jurisdiction in the premises shall enter a decree or order forrelief in respect of the Company in an involuntary case under any applicablebankruptcy, insolvency or other similar law now or hereafter in effect, orappoints a receiver, liquidator, assignee, custodian, trustee, sequestrator orother similar official of the Company or for any substantial part of itsproperty, or orders the winding-up or liquidation of its affairs and suchdecree, appointment or order shall remain unstayed and in effect for a periodof 90 consecutive days; or

(f)                                    theCompany shall commence a voluntary case under any applicable bankruptcy,insolvency or other similar law now or hereafter in effect, shall consent tothe entry of an order for relief in an involuntary case under any such law, orshall consent to the appointment of or taking possession by a receiver,liquidator, assignee, trustee, custodian, sequestrator or other similarofficial of the Company or of any substantial part of its property, or shallmake any general assignment for the benefit of creditors, or shall failgenerally to pay its debts as they become due; or

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(g)                                 acourt or administrative or governmental agency or body shall enter a decree ororder for the appointment of a receiver of a Major Depository InstitutionSubsidiary or all or substantially all of its property in any liquidation,insolvency or similar proceeding with respect to such Major DepositoryInstitution Subsidiary or all or substantially all of its property; or

(h)                                 aMajor Depository Institution Subsidiary shall consent to the appointment of areceiver for it or all or substantially all of its property in any liquidation,insolvency or similar proceeding with respect to it or all or substantially allof its property; or

(i)                                     theTrust shall have voluntarily or involuntarily liquidated, dissolved, wound-upits business or otherwise terminated its existence except in connection with(1) the distribution of the Debt Securities to holders of the Trust Securitiesin liquidation of their interests in the Trust, (2) the redemption of all ofthe outstanding Trust Securities or (3) mergers, consolidations oramalgamations, each as permitted by the Declaration.

If an Event of Defaultspecified under clause (b) of this Section 5.01 occurs and is continuing withrespect to the Debt Securities, then, in each and every such case, either theTrustee or the holders of not less than 25% in aggregate principal amount ofthe Debt Securities then outstanding hereunder, by notice in writing to theCompany (and to the Trustee if given by Securityholders), may declare theentire principal of the Debt Securities and any premium and interest accrued,but unpaid, thereon to be due and payable immediately, and upon any suchdeclaration the same shall become immediately due and payable.  If an Event of Default specified under clause(e), (f), (g), (h) or (i) of this Section 5.01 occurs, then, in each and everysuch case, the entire principal amount of the Debt Securities and any premiumand interest accrued, but unpaid, thereon shall ipsofacto becomeimmediately due and payable without further action.

The foregoing provisions,however, are subject to the condition that if, at any time after the principalof the Debt Securities shall have become due by acceleration, and before anyjudgment or decree for the payment of the moneys due shall have been obtainedor entered as hereinafter provided, (i) the Company shall pay or shall depositwith the Trustee a sum sufficient to pay all matured installments of interestupon all the Debt Securities and all payments on the Debt Securities whichshall have become due otherwise than by acceleration (with interest upon allsuch payments and Deferred Interest, to the extent permitted by law) and suchamount as shall be sufficient to cover reasonable compensation to the Trusteeand each predecessor Trustee, their respective agents, attorneys and counsel,and all other amounts due to the Trustee pursuant to Section 6.06, if any, and(ii) all Events of Default under this Indenture, other than the nonpayment ofthe payments in respect of Debt Securities which shall have become due byacceleration, shall have been cured, waived or otherwise remedied as providedherein, then, in each and every such case, the holders of a majority in aggregateprincipal amount of the Debt Securities then outstanding, by written notice tothe Company and to the Trustee, may waive all defaults and rescind and annulsuch acceleration and its consequences, but no such waiver or rescission andannulment shall extend to or shall affect any subsequent default or shallimpair any right consequent thereon; provided, however, that ifthe Debt Securities are held by the Trust or a trustee of the Trust, suchwaiver or rescission and annulment shall not be effective until the

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holders of a majority in aggregate liquidation amountof the outstanding Capital Securities of the Trust shall have consented to suchwaiver or rescission and annulment.

In case the Trustee shallhave proceeded to enforce any right under this Indenture and such proceedingsshall have been discontinued or abandoned because of such rescission orannulment or for any other reason or shall have been determined adversely tothe Trustee, then and in every such case the Company, the Trustee and theholders of the Debt Securities shall be restored respectively to their severalpositions and rights hereunder, and all rights, remedies and powers of theCompany, the Trustee and the holders of the Debt Securities shall continue asthough no such proceeding had been taken.

Section5.02                                                        Paymentof Debt Securities on Default; Suit Therefor.

The Company covenantsthat upon the occurrence of an Event of Default pursuant to clause (b) ofSection 5.01 and upon demand of the Trustee, the Company will pay to theTrustee, for the benefit of the holders of the Debt Securities, the wholeamount that then shall have become due and payable on all Debt Securities,including Deferred Interest accrued on the Debt Securities; and, in additionthereto, such further amount as shall be sufficient to cover the costs andexpenses of collection, including a reasonable compensation to the Trustee, itsagents, attorneys and counsel, and any other amounts due to the Trustee underSection 6.06.  In case the Company shallfail forthwith to pay such amounts upon such demand, the Trustee, in its ownname and as trustee of an express trust, shall be entitled and empowered toinstitute any actions or proceedings at law or in equity for the collection ofthe sums so due and unpaid, and may prosecute any such action or proceeding tojudgment or final decree, and may enforce any such judgment or final decreeagainst the Company or any other obligor on such Debt Securities and collect inthe manner provided by law out of the property of the Company or any otherobligor on such Debt Securities wherever situated the moneys adjudged ordecreed to be payable.

In case there shall bepending proceedings for the bankruptcy or for the reorganization of the Companyor any other obligor on the Debt Securities under Bankruptcy Law, or in case areceiver or trustee shall have been appointed for the property of the Companyor such other obligor, or in the case of any other similar judicial proceedingsrelative to the Company or other obligor upon the Debt Securities, or to thecreditors or property of the Company or such other obligor, the Trustee,irrespective of whether the principal of the Debt Securities shall then be dueand payable as therein expressed or by acceleration or otherwise andirrespective of whether the Trustee shall have made any demand pursuant to theprovisions of this Section 5.02, shall be entitled and empowered, byintervention in such proceedings or otherwise, to file and prove a claim orclaims for the whole amount of principal and interest owing and unpaid inrespect of the Debt Securities and, in case of any judicial proceedings, tofile such proofs of claim and other papers or documents as may be necessary oradvisable in order to have the claims of the Trustee (including any claim forreasonable compensation to the Trustee and each predecessor Trustee, and theirrespective agents, attorneys and counsel, and for reimbursement of all otheramounts due to the Trustee under Section 6.06) and of the Securityholdersallowed in such judicial proceedings relative to the Company or any otherobligor on the Debt Securities, or to the creditors or property of the Companyor such other obligor, unless prohibited by applicable law and regulations, tovote on behalf of the holders of the Debt Securities in any election of atrustee or a standby trustee in arrangement,

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reorganization, liquidation or other bankruptcy orinsolvency proceedings or Person performing similar functions in comparableproceedings, and to collect and receive any moneys or other property payable ordeliverable on any such claims, and to distribute the same after the deductionof its charges and expenses; and any receiver, assignee or trustee inbankruptcy or reorganization is hereby authorized by each of theSecurityholders to make such payments to the Trustee, and, in the event thatthe Trustee shall consent to the making of such payments directly to theSecurityholders, to pay to the Trustee such amounts as shall be sufficient tocover reasonable compensation to the Trustee, each predecessor Trustee andtheir respective agents, attorneys and counsel, and all other amounts due tothe Trustee under Section 6.06.

Nothing herein containedshall be construed to authorize the Trustee to authorize or consent to oraccept or adopt on behalf of any Securityholder any plan of reorganization,arrangement, adjustment or composition affecting the Debt Securities or therights of any holder thereof or to authorize the Trustee to vote in respect ofthe claim of any Securityholder in any such proceeding.

All rights of action andof asserting claims under this Indenture, or under any of the Debt Securities,may be enforced by the Trustee without the possession of any of the DebtSecurities, or the production thereof at any trial or other proceeding relativethereto, and any such suit or proceeding instituted by the Trustee shall bebrought in its own name as trustee of an express trust, and any recovery ofjudgment shall be for the ratable benefit of the holders of the DebtSecurities.

In any proceedings broughtby the Trustee (and also any proceedings involving the interpretation of anyprovision of this Indenture to which the Trustee shall be a party), the Trusteeshall be held to represent all the holders of the Debt Securities, and it shallnot be necessary to make any holders of the Debt Securities parties to any suchproceedings.

Section5.03                                                        Applicationof Moneys Collected by Trustee.

Any moneys collected bythe Trustee shall be applied in the following order, at the date or dates fixedby the Trustee for the distribution of such moneys, upon presentation of theseveral Debt Securities in respect of which moneys have been collected, andstamping thereon the payment, if only partially paid, and upon surrenderthereof if fully paid:

First: To the payment ofcosts and expenses incurred by, and reasonable fees of, the Trustee, itsagents, attorneys and counsel, and of all other amounts due to the Trusteeunder Section 6.06;

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

Third:  To the payment of the amounts then due andunpaid upon Debt Securities, in respect of which or for the benefit of whichmoney has been collected, ratably, without preference or priority of any kind,according to the amounts due upon such Debt Securities; and

Fourth: Thebalance, if any, to the Company.

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Section5.04                                                        Proceedingsby Securityholders.

No holder of any DebtSecurity shall have any right to institute any suit, action or proceeding forany remedy hereunder, unless such holder previously shall have given to theTrustee written notice of an Event of Default with respect to the DebtSecurities and unless the holders of not less than 25% in aggregate principalamount of the Debt Securities then outstanding shall have given the Trustee awritten request to institute such action, suit or proceeding and shall haveoffered to the Trustee such reasonable indemnity as it may require against thecosts, expenses and liabilities to be incurred thereby, and the Trustee for 60days after its receipt of such notice, request and offer of indemnity shallhave failed to institute any such action, suit or proceeding; provided,that no holder of Debt Securities shall have any right to prejudice the rightsof any other holder of Debt Securities, obtain priority or preference over anyother such holder or enforce any right under this Indenture except in themanner herein provided and for the equal, ratable and common benefit of allholders of Debt Securities.

Notwithstanding any otherprovisions in this Indenture, the right of any holder of any Debt Security toreceive payment of the principal of and premium, if any, and interest on suchDebt Security when due, or to institute suit for the enforcement of any suchpayment, shall not be impaired or affected without the consent of suchholder.  For the protection andenforcement of the provisions of this Section, each and every Securityholderand the Trustee shall be entitled to such relief as can be given either at lawor in equity.

Section5.05                                                        Proceedingsby Trustee.

In case of an Event ofDefault, the Trustee may in its discretion proceed to protect and enforce therights vested in it by this Indenture by such appropriate judicial proceedingsas the Trustee shall deem most effectual to protect and enforce any of suchrights, either by suit in equity or by action at law or by proceeding inbankruptcy or otherwise, whether for the specific enforcement of any covenantor agreement contained in this Indenture or in aid of the exercise of any powergranted in this Indenture, or to enforce any other legal or equitable rightvested in the Trustee by this Indenture or by law.

Section5.06                                                        RemediesCumulative and Continuing.

Except as otherwiseprovided in Section 2.06, all powers and remedies given by this Article V tothe Trustee or to the Securityholders shall, to the extent permitted by law, bedeemed cumulative and not exclusive of any other powers and remedies availableto the Trustee or the holders of the Debt Securities, by judicial proceedings orotherwise, to enforce the performance or observance of the covenants andagreements contained in this Indenture or otherwise established with respect tothe Debt Securities, and no delay or omission of the Trustee or of any holderof any of the Debt Securities to exercise any right or power accruing upon anyEvent of Default occurring and continuing as aforesaid shall impair any suchright or power, or shall be construed to be a waiver of any such default or anacquiescence therein; and, subject to the provisions of Section 5.04, everypower and remedy given by this Article V or by law to the Trustee or to theSecurityholders may be exercised from time to time, and as often as shall bedeemed expedient, by the Trustee or by the Securityholders.

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Section 5.07                                                        Directionof Proceedings and Waiver of Defaults by Majority of Securityholders.

The holders of a majorityin aggregate principal amount of the Debt Securities affected at the timeoutstanding and, if the Debt Securities are held by the Trust or a trustee ofthe Trust, the holders of a majority in aggregate liquidation amount of theoutstanding Capital Securities of the Trust shall have the right to direct thetime, method and place of conducting any proceeding for any remedy available tothe Trustee, or exercising any trust or power conferred on the Trustee withrespect to such Debt Securities; provided, however, that if theDebt Securities are held by the Trust or a trustee of the Trust, such time,method and place or such exercise, as the case may be, may not be so directeduntil the holders of a majority in aggregate liquidation amount of theoutstanding Capital Securities of the Trust shall have directed such time,method and place or such exercise, as the case may be; provided, further,that (subject to the provisions of Section 6.01) the Trustee shall have theright to decline to follow any such direction if the Trustee shall determinethat the action so directed would be unjustly prejudicial to the holders nottaking part in such direction or if the Trustee being advised by counseldetermines that the action or proceeding so directed may not lawfully be takenor if a Responsible Officer of the Trustee shall determine that the action orproceedings so directed would involve the Trustee in personal liability.  Prior to any declaration of acceleration, or ipsofacto acceleration, of the maturity of the Debt Securities, the holdersof a majority in aggregate principal amount of the Debt Securities at the timeoutstanding may on behalf of the holders of all of the Debt Securities waive(or modify any previously granted waiver of) any past Default or Event ofDefault and its consequences, except a default (a) in the payment of principalof or premium, if any, or interest on any of the Debt Securities, (b) in respectof covenants or provisions hereof which cannot be modified or amended withoutthe consent of the holder of each Debt Security affected, or (c) in respect ofthe covenants contained in Section 3.09; provided, however, thatif the Debt Securities are held by the Trust or a trustee of the Trust, suchwaiver or modification to such waiver shall not be effective until the holdersof a majority in aggregate liquidation amount of the outstanding CapitalSecurities of the Trust shall have consented to such waiver or modification tosuch waiver; provided, further, that if the consent of the holderof each outstanding Debt Security is required, such waiver or modification tosuch waiver shall not be effective until each holder of the outstanding CapitalSecurities of the Trust shall have consented to such waiver or modification tosuch waiver.  Upon any such waiver ormodification to such waiver, the Default or Event of Default covered therebyshall be deemed to be cured for all purposes of this Indenture and the Company,the Trustee and the holders of the Debt Securities shall be restored to theirformer positions and rights hereunder, respectively; but no such waiver ormodification to such waiver shall extend to any subsequent or other Default orEvent of Default or impair any right consequent thereon.  Whenever any Default or Event of Defaulthereunder shall have been waived as permitted by this Section, said Default orEvent of Default shall for all purposes of the Debt Securities and thisIndenture be deemed to have been cured and to be not continuing.

Section5.08                                                        Noticeof Defaults.

The Trustee shall, within90 days after a Responsible Officer of the Trustee shall have actual knowledgeor received written notice of the occurrence of a default with respect to theDebt Securities, mail to all Securityholders, as the names and addresses ofsuch holders appear upon the Debt Security Register, notice of all defaultswith respect to the Debt Securities

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known to the Trustee, unless such defaults shall havebeen cured before the giving of such notice (the term “default” for the purposeof this Section is hereby defined to be any event specified in Section 5.01,not including periods of grace, if any, provided for therein); provided,that, except in the case of default in the payment of the principal ofor premium, if any, or interest on any of the Debt Securities, the Trusteeshall be protected in withholding such notice if and so long as a ResponsibleOfficer of the Trustee in good faith determines that the withholding of suchnotice is in the interests of the Securityholders.

Section5.09                                                        Undertakingto Pay Costs.

All parties to thisIndenture agree, and each holder of any Debt Security by such holder’sacceptance thereof shall be deemed to have agreed, that any court may in itsdiscretion require, in any suit for the enforcement of any right or remedyunder this Indenture, or in any suit against the Trustee for any action takenor omitted by it as Trustee, the filing by any party litigant in such suit ofan undertaking to pay the costs of such suit, and that such court may in itsdiscretion assess reasonable costs, including reasonable attorneys’ fees andexpenses, against any party litigant in such suit, having due regard to themerits and good faith of the claims or defenses made by such party litigant;but the provisions of this Section shall not apply to any suit instituted bythe Trustee, to any suit instituted by any Securityholder, or group ofSecurityholders, holding in the aggregate more than 10% in principal amount ofthe outstanding Debt Securities (or, if such Debt Securities are held by theTrust or a trustee of the Trust, more than 10% in liquidation amount of theoutstanding Capital Securities), to any suit instituted by any Securityholderfor the enforcement of the payment of the principal of or premium, if any, orinterest on any Debt Security against the Company on or after the same shallhave become due and payable or to any suit instituted in accordance withSection 14.12.

ARTICLE VICONCERNING THE TRUSTEE

Section6.01                                                        Dutiesand Responsibilities of Trustee.

With respect to theholders of Debt Securities issued hereunder, the Trustee, prior to theoccurrence of an Event of Default with respect to the Debt Securities and afterthe curing or waiving of all Events of Default which may have occurred, withrespect to the Debt Securities, undertakes to perform such duties and only suchduties as are specifically set forth in this Indenture.  In case an Event of Default with respect tothe Debt Securities has occurred (which has not been cured or waived), theTrustee shall exercise such of the rights and powers vested in it by thisIndenture, and use the same degree of care and skill in their exercise, as aprudent person would exercise or use under the circumstances in the conduct ofsuch person’s own affairs.

No provision of thisIndenture shall be construed to relieve the Trustee from liability for its ownnegligent action, its own negligent failure to act or its own willfulmisconduct or bad faith, except that:

(a)                                  priorto the occurrence of an Event of Default and after the curing or waiving of allEvents of Default which may have occurred:

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(i)                                     theduties and obligations of the Trustee with respect to the Debt Securities shallbe determined solely by the express provisions of this Indenture, and theTrustee shall not be liable except for the performance of such duties andobligations with respect to the Debt Securities as are specifically set forthin this Indenture, and no implied covenants or obligations shall be read intothis Indenture against the Trustee; and

(ii)                                  inthe absence of bad faith on the part of the Trustee, the Trustee mayconclusively rely, as to the truth of the statements and the correctness of theopinions expressed therein, upon any certificates or opinions furnished to theTrustee and conforming to the requirements of this Indenture; but, in the caseof any such certificates or opinions which by any provision hereof arespecifically required to be furnished to the Trustee, the Trustee shall beunder a duty to examine the same to determine whether or not they conform ontheir face to the requirements of this Indenture;

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

(c)                                  theTrustee shall not be liable with respect to any action taken or omitted to betaken by it in good faith, in accordance with the direction of theSecurityholders pursuant to Section 5.07, relating to the time, method andplace of conducting any proceeding for any remedy available to the Trustee, orexercising any trust or power conferred upon the Trustee, under this Indenture;and

(d)                                 theTrustee shall not be charged with knowledge of any Default or Event of Defaultwith respect to the Debt Securities unless either (1) a Responsible Officershall have actual knowledge of such Default or Event of Default or (2) writtennotice of such Default or Event of Default shall have been given to the Trusteeby the Company or any other obligor on the Debt Securities or by any holder ofthe Debt Securities, except that the Trustee shall be deemed to have knowledgeof any Event of Default pursuant to Sections 5.01(a), 5.01(b) or 5.01(c) hereof(other than an Event of Default resulting from the default in the payment ofAdditional Amounts if the Trustee does not have actual knowledge or writtennotice that such payment is due and payable) .

None of the provisions containedin this Indenture shall require the Trustee to expend or risk its own funds orotherwise incur personal financial liability in the performance of any of itsduties or in the exercise of any of its rights or powers.

Section6.02                                                        Relianceon Documents, Opinions, etc.

Except asotherwise provided in Section 6.01:

(a)                                  theTrustee may conclusively rely and shall be fully protected in acting orrefraining from acting upon any resolution, certificate, statement, instrument,opinion, report, notice, request, consent, order, bond, note, debenture orother paper or document believed by it in good faith to be genuine and to havebeen signed or presented by the proper party or parties;

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(b)                                 anyrequest, direction, order or demand of the Company mentioned herein shall besufficiently evidenced by an Officers’ Certificate (unless other evidence inrespect thereof be herein specifically prescribed); and any Board Resolutionmay be evidenced to the Trustee by a copy thereof certified by the Secretary oran Assistant Secretary of the Company;

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

(d)                                 theTrustee shall be under no obligation to exercise any of the rights or powersvested in it by this Indenture at the request, order or direction of any of theSecurityholders, pursuant to the provisions of this Indenture, unless suchSecurityholders shall have offered to the Trustee reasonable security orindemnity against the costs, expenses and liabilities which may be incurredtherein or thereby;

(e)                                  theTrustee shall not be liable for any action taken or omitted by it in good faithand reasonably believed by it to be authorized or within the discretion orrights or powers conferred upon it by this Indenture; nothing contained hereinshall, however, relieve the Trustee of the obligation, upon the occurrence ofan Event of Default with respect to the Debt Securities (which has not beencured or waived) to exercise with respect to the Debt Securities such of therights and powers vested in it by this Indenture, and to use the same degree ofcare and skill in their exercise, as a prudent person would exercise or useunder the circumstances in the conduct of such person’s own affairs;

(f)                                    theTrustee shall not be bound to make any investigation into the facts or mattersstated in any resolution, certificate, statement, instrument, opinion, report,notice, request, consent, order, approval, bond, debenture, coupon or otherpaper or document, unless requested in writing to do so by the holders of amajority in aggregate principal amount of the outstanding Debt Securitiesaffected thereby; provided, however, that if the payment within a reasonabletime to the Trustee of the costs, expenses or liabilities likely to be incurredby it in the making of such investigation is, in the opinion of the Trustee,not reasonably assured to the Trustee by the security afforded to it by theterms of this Indenture, the Trustee may require reasonable indemnity againstsuch expense or liability as a condition to so proceeding; and

(g)                                 theTrustee may execute any of the trusts or powers hereunder or perform any dutieshereunder either directly or by or through agents (including any AuthenticatingAgent) or attorneys, and the Trustee shall not be responsible for anymisconduct or negligence on the part of any such agent or attorney appointed byit with due care.

Section6.03                                                        NoResponsibility for Recitals, etc.

The recitals containedherein and in the Debt Securities (except in the certificate of authenticationof the Trustee or the Authenticating Agent) shall be taken as the statements ofthe Company, and the Trustee and the Authenticating Agent assume noresponsibility for the correctness of the same. The Trustee and the Authenticating Agent make no representations as tothe validity or sufficiency of this Indenture or of the Debt Securities.  The Trustee and the

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Authenticating Agent shall not be accountable for theuse or application by the Company of any Debt Securities or the proceeds of anyDebt Securities authenticated and delivered by the Trustee or the AuthenticatingAgent in conformity with the provisions of this Indenture.

Section 6.04                                                        Trustee,Authenticating Agent, Paying Agents, Transfer Agents or Registrar May Own DebtSecurities.

The Trustee, anyAuthenticating Agent, any Paying Agent, any transfer agent or any Debt Securityregistrar, in its individual or any other capacity, may become the owner orpledgee of Debt Securities with the same rights it would have if it were notTrustee, Authenticating Agent, Paying Agent, transfer agent or Debt Securityregistrar.

Section6.05                                                        Moneysto be Held in Trust.

Subject to the provisionsof Section 12.04, all moneys received by the Trustee or any Paying Agent shall,until used or applied as herein provided, be held in trust for the purpose forwhich they were received, but need not be segregated from other funds except tothe extent required by law.  The Trusteeand any Paying Agent shall be under no liability for interest on any moneyreceived by it hereunder except as otherwise agreed in writing with theCompany.  So long as no Event of Defaultshall have occurred and be continuing, all interest allowed on any such moneys,if any, shall be paid from time to time to the Company upon the written orderof the Company, signed by the Chairman of the Board of Directors, the President,the Chief Operating Officer, a Vice President, the Treasurer or an AssistantTreasurer of the Company.

Section6.06                                                        Compensationand Expenses of Trustee.

Other than as provided inthe fee agreement of even date herewith between the Company and the Trustee,the Company covenants and agrees to pay to the Trustee from time to time, andthe Trustee shall be entitled to, such compensation as shall be agreed to inwriting between the Company and the Trustee (which shall not be limited by anyprovision of law in regard to the compensation of a trustee of an expresstrust), and the Company will pay or reimburse the Trustee upon its writtenrequest for all documented reasonable expenses, disbursements and advancesincurred or made by the Trustee in accordance with any of the provisions ofthis Indenture (including the reasonable compensation and the reasonableexpenses and disbursements of its counsel and of all Persons not regularly inits employ) except any such expense, disbursement or advance that arises fromits negligence, willful misconduct or bad faith.  The Company also covenants to indemnify eachof the Trustee (including in its individual capacity) and any predecessorTrustee (and its officers, agents, directors and employees) for, and to hold itharmless against, any and all loss, damage, claim, liability or expenseincluding taxes (other than taxes based on the income of the Trustee), exceptto the extent such loss, damage, claim, liability or expense results from thenegligence, willful misconduct or bad faith of such indemnitee, arising out ofor in connection with the acceptance or administration of this trust, includingthe costs and expenses of defending itself against any claim or liability inthe premises.  The obligations of theCompany under this Section to compensate and indemnify the Trustee and to payor reimburse the Trustee for documented expenses, disbursements and advancesshall constitute additional indebtedness hereunder.  Such additional indebtedness shall be securedby a lien prior to that of the Debt Securities upon all property and funds heldor collected by the

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Trustee as such, except funds held in trust for thebenefit of the holders of particular Debt Securities.

Without prejudice to anyother rights available to the Trustee under applicable law, when the Trusteeincurs expenses or renders services in connection with an Event of Defaultspecified in clause (e), (f), (g), (h) or (i) of Section 5.01, the expenses(including the reasonable charges and expenses of its counsel) and thecompensation for the services are intended to constitute expenses ofadministration under any applicable federal or state bankruptcy, insolvency orother similar law.

The provisions of this Section shall survive theresignation or removal of the Trustee and the defeasance or other terminationof this Indenture.

Notwithstanding anythingin this Indenture or any Debt Security to the contrary, the Trustee shall haveno obligation whatsoever to advance funds to pay any principal of or intereston or other amounts with respect to the Debt Securities or otherwise advancefunds to or on behalf of the Company.

Section6.07                                                        Officers’Certificate as Evidence.

Except as otherwiseprovided in Sections 6.01 and 6.02, whenever in the administration of theprovisions of this Indenture the Trustee shall deem it necessary or desirablethat a matter be proved or established prior to taking or omitting any actionhereunder, such matter (unless other evidence in respect thereof be hereinspecifically prescribed) may, in the absence of negligence, willful misconductor bad faith on the part of the Trustee, be deemed to be conclusively provedand established by an Officers’ Certificate delivered to the Trustee, and suchcertificate, in the absence of negligence, willful misconduct or bad faith onthe part of the Trustee, shall be full warrant to the Trustee for any actiontaken or omitted by it under the provisions of this Indenture upon the faiththereof.

Section6.08                                                        Eligibilityof Trustee.

The Trustee hereundershall at all times be a U.S. Person that is a banking corporation or nationalassociation organized and doing business under the laws of the United States ofAmerica or any state thereof or of the District of Columbia and authorizedunder such laws to exercise corporate trust powers, having a combined capitaland surplus of at least fifty million U.S. dollars ($50,000,000) and subject tosupervision or examination by federal, state, or District of Columbiaauthority.  If such corporation ornational association publishes reports of condition at least annually, pursuantto law or to the requirements of the aforesaid supervising or examiningauthority, then for the purposes of this Section the combined capital andsurplus of such corporation or national association shall be deemed to be itscombined capital and surplus as set forth in its most recent records ofcondition so published.

The Company may not, normay any Person directly or indirectly controlling, controlled by, or undercommon control with the Company, serve as Trustee, notwithstanding that suchcorporation or national association shall be otherwise eligible and qualifiedunder this Article.

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In case at any time theTrustee shall cease to be eligible in accordance with the provisions of thisSection, the Trustee shall resign immediately in the manner and with the effectspecified in Section 6.09.

If the Trustee has orshall acquire any “conflicting interest” within the meaning of §310(b) of theTrust Indenture Act, the Trustee shall either eliminate such interest orresign, to the extent and in the manner provided by, and subject to, thisIndenture.

Section6.09                                                        Resignationor Removal of Trustee.

(a)                                  TheTrustee, or any trustee or trustees hereafter appointed, may at any time resignby giving written notice of such resignation to the Company and by mailingnotice thereof, at the Company’s expense, to the holders of the Debt Securitiesat their addresses as they shall appear on the Debt Security Register.  Upon receiving such notice of resignation,the Company shall promptly appoint a successor trustee or trustees by writteninstrument, in duplicate, executed by order of its Board of Directors, one copyof which instrument shall be delivered to the resigning Trustee and one copy tothe successor Trustee.  If no successorTrustee shall have been so appointed and have accepted appointment within 30days after the mailing of such notice of resignation to the affectedSecurityholders, the resigning Trustee may petition any court of competentjurisdiction for the appointment of a successor Trustee, or any Securityholderwho has been a bona fide holder of a Debt Security or Debt Securities for atleast six months may, subject to the provisions of Section 5.09, on behalf ofhimself or herself and all others similarly situated, petition any such courtfor the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deemproper and prescribe, appoint a successor Trustee.

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

(i)                                     theTrustee shall fail to comply with the provisions of the last paragraph ofSection 6.08 after written request therefor by the Company or by anySecurityholder who has been a bona fide holder of a Debt Security or DebtSecurities for at least six months;

(ii)                                  theTrustee shall cease to be eligible in accordance with the provisions of Section6.08 and shall fail to resign after written request therefor by the Company orby any such Securityholder; or

(iii)                               the Trustee shall becomeincapable of acting, or shall be adjudged bankrupt or insolvent, or a receiverof the Trustee or of its property shall be appointed, or any public officershall take charge or control of the Trustee or of its property or affairs forthe purpose of rehabilitation, conservation or liquidation,

then, in any such case, the Company may remove theTrustee and appoint a successor Trustee by written instrument, in duplicate,executed by order of the Board of Directors, one copy of which instrument shallbe delivered to the Trustee so removed and one copy to the successor Trustee,or, subject to the provisions of Section 5.09, if no successor Trustee shallhave been so appointed and have accepted appointment within 30 days of theoccurrence of any of (i), (ii) or (iii) above, any Securityholder who has beena bona fide holder of a Debt Security or Debt Securities for at

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least six months may, on behalf of himself or herselfand all others similarly situated, petition any court of competent jurisdictionfor the removal of the Trustee and the appointment of a successor Trustee.  Such court may thereupon, after such notice,if any, as it may deem proper and prescribe, remove the Trustee and appoint asuccessor Trustee.

(c)                                  Uponprior written notice to the Company and the Trustee, the holders of a majorityin aggregate principal amount of the Debt Securities at the time outstandingmay at any time remove the Trustee and nominate a successor Trustee, whichshall be deemed appointed as successor Trustee unless within ten Business Daysafter such nomination the Company objects thereto, in which case or in the caseof a failure by such holders to nominate a successor Trustee, the Trustee soremoved or any Securityholder, upon the terms and conditions and otherwise asin subsection (a) of this Section, may petition any court of competentjurisdiction for an appointment of a successor.

(d)                                 Anyresignation or removal of the Trustee and appointment of a successor Trusteepursuant to any of the provisions of this Section shall become effective uponacceptance of appointment by the successor Trustee as provided in Section 6.10.

Section6.10                                                        Acceptanceby Successor Trustee.

Any successor Trusteeappointed as provided in Section 6.09 shall execute, acknowledge and deliver tothe Company and to its predecessor Trustee an indenture supplemental heretowhich shall contain such provisions as shall be deemed necessary or desirableto confirm that all of the rights, powers, trusts and duties of the retiringTrustee shall be vested in the successor Trustee, and thereupon the resignationor removal of the retiring Trustee shall become effective and such successorTrustee, without any further act, deed or conveyance, shall become vested withall the rights, powers, duties and obligations with respect to the DebtSecurities of its predecessor hereunder, with like effect as if originallynamed as Trustee herein; but, nevertheless, on the written request of theCompany or of the successor Trustee, the Trustee ceasing to act shall, uponpayment of the amounts then due it pursuant to the provisions of Section 6.06,execute and deliver an instrument transferring to such successor Trustee allthe rights and powers of the Trustee so ceasing to act and shall duly assign,transfer and deliver to such successor Trustee all property and money held bysuch retiring Trustee hereunder.  Uponrequest of any such successor Trustee, the Company shall execute any and allinstruments in writing for more fully and certainly vesting in and confirmingto such successor Trustee all such rights and powers.  Any Trustee ceasing to act shall,nevertheless, retain a lien upon all property or funds held or collected bysuch Trustee to secure any amounts then due it pursuant to the provisions ofSection 6.06.

No successor Trusteeshall accept appointment as provided in this Section unless at the time of suchacceptance such successor Trustee shall be eligible and qualified under theprovisions of Section 6.08.

In no event shall a retiring Trustee be liable for theacts or omissions of any successor Trustee hereunder.

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Upon acceptance ofappointment by a successor Trustee as provided in this Section, the Companyshall mail notice of the succession of such Trustee hereunder to the holders ofDebt Securities at their addresses as they shall appear on the Debt SecurityRegister.  If the Company fails to mailsuch notice within ten Business Days after the acceptance of appointment by thesuccessor Trustee, the successor Trustee shall cause such notice to be mailedat the expense of the Company.

Section6.11                                                        Successionby Merger, etc.

Any corporation intowhich the Trustee may be merged or converted or with which it may beconsolidated, or any corporation resulting from any merger, conversion orconsolidation to which the Trustee shall be a party, or any corporation succeedingto all or substantially all of the corporate trust business of the Trustee,shall be the successor of the Trustee hereunder without the execution or filingof any paper or any further act on the part of any of the parties hereto, provided,that such corporation shall be otherwise eligible and qualified under thisArticle.

In case at the time suchsuccessor to the Trustee shall succeed to the trusts created by this Indentureany of the Debt Securities shall have been authenticated but not delivered, anysuch successor to the Trustee may adopt the certificate of authentication ofany predecessor Trustee, and deliver such Debt Securities so authenticated; andin case at that time any of the Debt Securities shall not have beenauthenticated, any successor to the Trustee may authenticate such DebtSecurities either in the name of any predecessor hereunder or in the name ofthe successor Trustee; and in all such cases such certificates shall have thefull force which it is anywhere in the Debt Securities or in this Indentureprovided that the certificate of the Trustee shall have; provided, however,that the right to adopt the certificate of authentication of any predecessorTrustee or authenticate Debt Securities in the name of any predecessor Trusteeshall apply only to its successor or successors by merger, conversion orconsolidation.

Section6.12                                                        AuthenticatingAgents.

There may be one or moreAuthenticating Agents appointed by the Trustee upon the request of the Companywith power to act on its behalf and subject to its direction in theauthentication and delivery of Debt Securities issued upon exchange orregistration of transfer thereof as fully to all intents and purposes as thoughany such Authenticating Agent had been expressly authorized to authenticate anddeliver Debt Securities; provided, however, that the Trusteeshall have no liability to the Company for any acts or omissions of theAuthenticating Agent with respect to the authentication and delivery of DebtSecurities.  Any such AuthenticatingAgent shall at all times be a corporation organized and doing business underthe laws of the United States or of any state thereof or of the District ofColumbia authorized under such laws to act as Authenticating Agent, having acombined capital and surplus of at least $50,000,000 and being subject tosupervision or examination by federal, state or District of Columbiaauthority.  If such corporation publishesreports of condition at least annually pursuant to law or the requirements ofsuch authority, then for the purposes of this Section the combined capital andsurplus of such corporation shall be deemed to be its combined capital andsurplus as set forth in its most recent report of condition so published.  If at any time an Authenticating

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Agent shall cease to be eligible in accordance withthe provisions of this Section, it shall resign immediately in the manner andwith the effect herein specified in this Section.

Any corporation intowhich any Authenticating Agent may be merged or converted or with which it maybe consolidated, or any corporation resulting from any merger, consolidation orconversion to which any Authenticating Agent shall be a party, or anycorporation succeeding to all or substantially all of the corporate trustbusiness of any Authenticating Agent, shall be the successor of suchAuthenticating Agent hereunder, if such successor corporation is otherwiseeligible under this Section without the execution or filing of any paper or anyfurther act on the part of the parties hereto or such Authenticating Agent.

Any Authenticating Agentmay at any time resign by giving written notice of resignation to the Trusteeand to the Company.  The Trustee may atany time terminate the agency of any Authenticating Agent with respect to theDebt Securities by giving written notice of termination to such AuthenticatingAgent and to the Company.  Upon receivingsuch a notice of resignation or upon such a termination, or in case at any timeany Authenticating Agent shall cease to be eligible under this Section, theTrustee may, and upon the request of the Company shall, promptly appoint asuccessor Authenticating Agent eligible under this Section, shall give writtennotice of such appointment to the Company and shall mail notice of suchappointment to all holders of Debt Securities as the names and addresses ofsuch holders appear on the Debt Security Register.  Any successor Authenticating Agent, uponacceptance of its appointment hereunder, shall become vested with all rights,powers, duties and responsibilities of its predecessor hereunder, with likeeffect as if originally named as Authenticating Agent herein.

The Company agrees to payto any Authenticating Agent from time to time reasonable compensation for itsservices.  Any Authenticating Agent shallhave no responsibility or liability for any action taken by it as such inaccordance with the directions of the Trustee.

ARTICLE VIICONCERNING THE SECURITYHOLDERS

Section7.01                                                        Actionby Securityholders.

Whenever in thisIndenture it is provided that the holders of a specified percentage inaggregate principal amount of the Debt Securities or aggregate liquidationamount of the Capital Securities may take any action (including the making ofany demand or request, the giving of any notice, consent or waiver or thetaking of any other action), the fact that at the time of taking any suchaction the holders of such specified percentage have joined therein may beevidenced (a) by any instrument or any number of instruments of similar tenorexecuted by such Securityholders or holders of Capital Securities, as the casemay be, in person or by agent or proxy appointed in writing, or (b) by therecord of such holders of Debt Securities voting in favor thereof at anymeeting of such Securityholders duly called and held in accordance with theprovisions of Article VIII or of such holders of Capital Securities duly calledand held in accordance with the provisions of the Declaration, or (c) by acombination of such instrument or instruments and any such record of such ameeting of such Securityholders or holders of Capital Securities, as the casemay be, or (d) by any other method the Trustee deems satisfactory.

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If the Company shallsolicit from the Securityholders any request, demand, authorization, direction,notice, consent, waiver or other action or revocation of the same, the Companymay, at its option, as evidenced by an Officers’ Certificate, fix in advance arecord date for such Debt Securities for the determination of Securityholdersentitled to give such request, demand, authorization, direction, notice,consent, waiver or other action or revocation of the same, but the Companyshall have no obligation to do so.  Ifsuch a record date is fixed, such request, demand, authorization, direction,notice, consent, waiver or other action or revocation of the same may be givenbefore or after the record date, but only the Securityholders of record at theclose of business on the record date shall be deemed to be Securityholders forthe purposes of determining whether Securityholders of the requisite proportionof outstanding Debt Securities have authorized or agreed or consented to suchrequest, demand, authorization, direction, notice, consent, waiver or otheraction or revocation of the same, and for that purpose the outstanding DebtSecurities shall be computed as of the record date; provided, however,that no such authorization, agreement or consent by such Securityholders on therecord date shall be deemed effective unless it shall become effective pursuantto the provisions of this Indenture not later than six months after the recorddate.

Section7.02                                                        Proofof Execution by Securityholders.

Subject to the provisionsof Sections 6.01, 6.02 and 8.05, proof of the execution of any instrument by aSecurityholder or such Securityholder’s agent or proxy shall be sufficient ifmade in accordance with such reasonable rules and regulations as may beprescribed by the Trustee or in such manner as shall be satisfactory to theTrustee.  The ownership of DebtSecurities shall be proved by the Debt Security Register or by a certificate ofthe Debt Security registrar.  The Trusteemay require such additional proof of any matter referred to in this Section asit shall deem necessary.

The record of any Securityholders’ meeting shall be provedin the manner provided in Section 8.06.

Section7.03                                                        WhoAre Deemed Absolute Owners.

Prior to due presentmentfor registration of transfer of any Debt Security, the Company, the Trustee,any Authenticating Agent, any Paying Agent, any transfer agent and any DebtSecurity registrar may deem the Person in whose name such Debt Security shallbe registered upon the Debt Security Register to be, and may treat such Personas, the absolute owner of such Debt Security (whether or not such Debt Securityshall be overdue) for the purpose of receiving payment of or on account of theprincipal of and premium, if any, and interest on such Debt Security and forall other purposes; and none of the Company, the Trustee, any AuthenticatingAgent, any Paying Agent, any transfer agent or any Debt Security registrarshall be affected by any notice to the contrary.  All such payments so made to any holder forthe time being or upon such holder’s order shall be valid, and, to the extentof the sum or sums so paid, effectual to satisfy and discharge the liabilityfor moneys payable upon any such Debt Security.

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Section7.04           Debt Securities Owned byCompany Deemed Not Outstanding.

In determining whetherthe holders of the requisite aggregate principal amount of Debt Securities haveconcurred in any direction, consent or waiver under this Indenture, DebtSecurities which are owned by the Company or any other obligor on the DebtSecurities or by any Person directly or indirectly controlling or controlled byor under direct or indirect common control with the Company (other than theTrust) or any other obligor on the Debt Securities shall be disregarded anddeemed not to be outstanding for the purpose of any such determination,provided, that for the purposes of determining whether the Trustee shall beprotected in relying on any such direction, consent or waiver, only DebtSecurities which a Responsible Officer of the Trustee actually knows are soowned shall be so disregarded.  DebtSecurities so owned which have been pledged in good faith may be regarded asoutstanding for the purposes of this Section if the pledgee shall establish tothe satisfaction of the Trustee the pledgee’s right to vote such DebtSecurities and that the pledgee is not the Company or any such other obligor orPerson directly or indirectly controlling or controlled by or under direct orindirect common control with the Company or any such other obligor.  In the case of a dispute as to such right,any decision by the Trustee taken upon the advice of counsel shall be fullprotection to the Trustee.

Section7.05           Revocation of Consents;Future Holders Bound.

At any time prior to (butnot after) the evidencing to the Trustee, as provided in Section 7.01, of thetaking of any action by the holders of the percentage in aggregate principalamount of the Debt Securities specified in this Indenture in connection withsuch action, any holder (in cases where no record date has been set pursuant toSection 7.01) or any holder as of an applicable record date (in cases where arecord date has been set pursuant to Section 7.01) of a Debt Security (or anyDebt Security issued in whole or in part in exchange or substitution therefor)the serial number of which is shown by the evidence to be included in the DebtSecurities the holders of which have consented to such action may, by filingwritten notice with the Trustee at the Principal Office of the Trustee and uponproof of holding as provided in Section 7.02, revoke such action so far asconcerns such Debt Security (or so far as concerns the principal amountrepresented by any exchanged or substituted Debt Security).  Except as aforesaid any such action taken bythe holder of any Debt Security shall be conclusive and binding upon suchholder and upon all future holders and owners of such Debt Security, and of anyDebt Security issued in exchange or substitution therefor or on registration oftransfer thereof, irrespective of whether or not any notation in regard theretois made upon such Debt Security or any Debt Security issued in exchange orsubstitution therefor.

ARTICLE VIII

SECURITYHOLDERS’MEETINGS

Section8.01           Purposes of Meetings.

A meeting of Securityholders may be called at any timeand from time to time pursuant to the provisions of this Article VIII for anyof the following purposes:

(a)           to give any notice to the Company orto the Trustee, or to give any directions to the Trustee, or to consent to thewaiving of any default hereunder and its

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consequences, or to take any other action authorizedto be taken by Securityholders pursuant to any of the provisions of Article V;

(b)           to remove the Trustee and nominate asuccessor trustee pursuant to the provisions of Article VI;

(c)           to consent to the execution of anindenture or indentures supplemental hereto pursuant to the provisions ofSection 9.02; or

(d)           to take any other action authorizedto be taken by or on behalf of the holders of any specified aggregate principalamount of such Debt Securities under any other provision of this Indenture orunder applicable law.

Section8.02           Call of Meetings byTrustee.

The Trustee may at anytime call a meeting of Securityholders to take any action specified in Section8.01, to be held at such time and at such place in The City of New York, theBorough of Manhattan, or Wilmington, Delaware, as the Trustee shalldetermine.  Notice of every meeting ofthe Securityholders, setting forth the time and the place of such meeting andin general terms the action proposed to be taken at such meeting, shall bemailed to holders of Debt Securities affected at their addresses as they shallappear on the Debt Securities Register. Such notice shall be mailed not less than 20 nor more than 180 daysprior to the date fixed for the meeting.

Section8.03           Call of Meetings byCompany or Securityholders.

In case at any time theCompany pursuant to a Board Resolution, or the holders of at least 10% inaggregate principal amount of the Debt Securities, as the case may be, thenoutstanding, shall have requested the Trustee to call a meeting ofSecurityholders, by written request setting forth in reasonable detail theaction proposed to be taken at the meeting, and the Trustee shall not havemailed the notice of such meeting within 20 days after receipt of such request,then the Company or such Securityholders may determine the time and the placein Pierre, South Dakota for such meeting and may call such meeting to take anyaction authorized in Section 8.01, by mailing notice thereof as provided inSection 8.02.

Section8.04           Qualifications forVoting.

To be entitled to vote atany meeting of Securityholders, a Person shall be (a) a holder of one or moreDebt Securities or (b) a Person appointed by an instrument in writing as proxyby a holder of one or more Debt Securities. The only Persons who shall be entitled to be present or to speak at anymeeting of Securityholders shall be the Persons entitled to vote at suchmeeting and their counsel and any representatives of the Trustee and itscounsel and any representatives of the Company and its counsel.

Section8.05           Regulations.

Notwithstanding any other provisions of thisIndenture, the Trustee may make such reasonable regulations as it may deemadvisable for any meeting of Securityholders, in

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regard to proof of the holding of Debt Securities andof the appointment of proxies, and in regard to the appointment and duties ofinspectors of votes, the submission and examination of proxies, certificatesand other evidence of the right to vote, and such other matters concerning theconduct of the meeting as it shall deem appropriate.

The Trustee shall, by aninstrument in writing, appoint a temporary chairman of the meeting, unless themeeting shall have been called by the Company or by Securityholders as providedin Section 8.03, in which case the Company or the Securityholders calling themeeting, as the case may be, shall in like manner appoint a temporary chairman.A permanent chairman and a permanent secretary of the meeting shall be electedby majority vote at the meeting.

Subject to the provisionsof Section 7.04, at any meeting each holder of Debt Securities with respect towhich such meeting is being held or proxy therefor shall be entitled to onevote for each $1,000 principal amount of Debt Securities held or represented bysuch holder; provided, however, that no vote shall be cast orcounted at any meeting in respect of any Debt Security challenged as not outstandingand ruled by the chairman of the meeting to be not outstanding.  The chairman of the meeting shall have noright to vote other than by virtue of Debt Securities held by such chairman orinstruments in writing as aforesaid duly designating such chairman as thePerson to vote on behalf of other Securityholders.  Any meeting of Securityholders duly calledpursuant to the provisions of Section 8.02 or 8.03 may be adjourned from timeto time by a majority of those present, whether or not constituting a quorum,and the meeting may be held as so adjourned without further notice.

Section8.06           Voting.

The vote upon anyresolution submitted to any meeting of holders of Debt Securities with respectto which such meeting is being held shall be by written ballots on which shallbe subscribed the signatures of such holders or of their representatives byproxy and the serial number or numbers of the Debt Securities held orrepresented by them.  The permanentchairman of the meeting shall appoint two inspectors of votes who shall countall votes cast at the meeting for or against any resolution and who shall makeand file with the secretary of the meeting their verified written reports intriplicate of all votes cast at the meeting. A record in duplicate of the proceedingsof each meeting of Securityholders shall be prepared by the secretary of themeeting and there shall be attached to said record the original reports of theinspectors of votes on any vote by ballot taken thereat and affidavits by oneor more Persons having knowledge of the facts setting forth a copy of thenotice of the meeting and showing that said notice was mailed as provided inSection 8.02.  The record shall show theserial numbers of the Debt Securities voting in favor of or against any resolution.The record shall be signed and verified by the affidavits of the permanentchairman and secretary of the meeting and one of the duplicates shall bedelivered to the Company and the other to the Trustee to be preserved by theTrustee, the latter to have attached thereto the ballots voted at the meeting.

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

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Section8.07           Quorum; Actions.

The Persons entitled tovote a majority in aggregate principal amount of the Debt Securities thenoutstanding shall constitute a quorum for a meeting of Securityholders; provided,however, that if any action is to be taken at such meeting with respectto a consent, waiver, request, demand, notice, authorization, direction orother action which may be given by the holders of not less than a specifiedpercentage in aggregate principal amount of the Debt Securities thenoutstanding, the Persons holding or representing such specified percentage inaggregate principal amount of the Debt Securities then outstanding willconstitute a quorum.  In the absence of aquorum within 30 minutes of the time appointed for any such meeting, themeeting shall, if convened at the request of Securityholders, be dissolved.  In any other case, the meeting may beadjourned for a period of not less than 10 days as determined by the permanentchairman of the meeting prior to the adjournment of such meeting.  In the absence of a quorum at any suchadjourned meeting, such adjourned meeting may be further adjourned for a periodof not less than 10 days as determined by the permanent chairman of the meetingprior to the adjournment of such adjourned meeting.  Notice of the reconvening of any adjournedmeeting shall be given as provided in Section 8.02, except that such noticeneed be given only once not less than five days prior to the date on which themeeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expresslythe percentage, as provided above, of the aggregate principal amount of theDebt Securities then outstanding which shall constitute a quorum.

Except as limited by theproviso in the first paragraph of Section 9.02, any resolution presented to ameeting or adjourned meeting duly reconvened at which a quorum is present asaforesaid may be adopted by the affirmative vote of the holders of a majorityin aggregate principal amount of the Debt Securities then outstanding; provided,however, that, except as limited by the proviso in the first paragraphof Section 9.02, any resolution with respect to any consent, waiver, request,demand, notice, authorization, direction or other action that this Indentureexpressly provides may be given by the holders of not less than a specifiedpercentage in outstanding principal amount of the Debt Securities may beadopted at a meeting or an adjourned meeting duly reconvened and at which aquorum is present as aforesaid only by the affirmative vote of the holders ofnot less than such specified percentage in aggregate principal amount of theDebt Securities then outstanding.

Any resolution passed ordecision taken at any meeting of holders of Debt Securities duly held inaccordance with this Section shall be binding on all the Securityholders,whether or not present or represented at the meeting.

ARTICLE IX

SUPPLEMENTALINDENTURES

Section9.01           Supplemental Indentureswithout Consent of Securityholders.

The Company, whenauthorized by a Board Resolution, and the Trustee may from time to time and atany time enter into an indenture or indentures supplemental hereto, without theconsent of the Securityholders, for one or more of the following purposes:

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(a)           to evidence the succession of anothercorporation to the Company, or successive successions, and the assumption bythe successor corporation of the covenants, agreements and obligations of theCompany, pursuant to Article XI hereof;

(b)           to add to the covenants of theCompany such further covenants, restrictions or conditions for the protectionof the holders of Debt Securities as the Board of Directors shall consider tobe for the protection of the holders of such Debt Securities, and to make theoccurrence, or the occurrence and continuance, of a Default in any of suchadditional covenants, restrictions or conditions a Default or an Event ofDefault permitting the enforcement of all or any of the several remediesprovided in this Indenture as herein set forth; provided, however,that in respect of any such additional covenant, restriction or condition suchsupplemental indenture may provide for a particular period of grace afterDefault (which period may be shorter or longer than that allowed in the case ofother Defaults) or may provide for an immediate enforcement upon such Defaultor may limit the remedies available to the Trustee upon such default;

(c)           to cure any ambiguity or to corrector supplement any provision contained herein or in any supplemental indenturewhich may be defective or inconsistent with any other provision containedherein or in any supplemental indenture, or to make such other provisions inregard to matters or questions arising under this Indenture, provided,that any such action shall not adversely affect the interests of the holders ofthe Debt Securities then outstanding;

(d)           to add to, delete from, or revise theterms of Debt Securities, including, without limitation, any terms relating tothe issuance, exchange, registration or transfer of Debt Securities, includingto provide for transfer procedures and restrictions substantially similar tothose applicable to the Capital Securities, as required by Section 2.05 (forpurposes of assuring that no registration of Debt Securities is required underthe Securities Act), provided, that any such action shall not adverselyaffect the interests of the holders of the Debt Securities then outstanding (itbeing understood, for purposes of this proviso, that transfer restrictions onDebt Securities substantially similar to those applicable to Capital Securitiesshall not be deemed to adversely affect the holders of the Debt Securities);

(e)           to evidence and provide for theacceptance of appointment hereunder by a successor Trustee with respect to theDebt Securities and to add to or change any of the provisions of this Indentureas shall be necessary to provide for or facilitate the administration of thetrusts hereunder by more than one Trustee, pursuant to the requirements ofSection 6.10;

(f)            to make any change (other than aselsewhere provided in this Section) that does not adversely affect the rightsof any Securityholder in any material respect; or

(g)           to provide for the issuance of andestablish the form and terms and conditions of the Debt Securities, toestablish the form of any certifications required to be furnished pursuant tothe terms of this Indenture or the Debt Securities, or to add to the rights ofthe holders of Debt Securities.

The Trustee is hereby authorized to join with theCompany in the execution of any such supplemental indenture, to make anyfurther appropriate agreements and stipulations

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which may be therein contained and to accept theconveyance, transfer and assignment of any property thereunder, but the Trusteeshall not be obligated to, but may in its discretion, enter into any suchsupplemental indenture which affects the Trustee’s own rights, duties orimmunities under this Indenture or otherwise.

Any supplementalindenture authorized by the provisions of this Section may be executed by theCompany and the Trustee without the consent of the holders of any of the DebtSecurities at the time outstanding, notwithstanding any of the provisions ofSection 9.02.

Section9.02           Supplemental Indentureswith Consent of Securityholders.

With the consent(evidenced as provided in Section 7.01) of the holders of a majority inaggregate principal amount of the Debt Securities at the time outstandingaffected by such supplemental indenture, the Company, when authorized by aBoard Resolution, and the Trustee may from time to time and at any time enterinto an indenture or indentures supplemental hereto (which shall conform to theprovisions of the Trust Indenture Act, then in effect, applicable to indenturesqualified thereunder) for the purpose of adding any provisions to or changingin any manner or eliminating any of the provisions of this Indenture or of anysupplemental indenture or of modifying in any manner the rights of the holdersof the Debt Securities; provided, however, that no suchsupplemental indenture shall, without the consent of the holders of each DebtSecurity then outstanding and affected thereby, (i) change the Maturity Date ofany Debt Security, or reduce the principal amount thereof or any premiumthereon, or reduce the rate (or manner of calculation of the rate) or extendthe time of payment of interest thereon, or reduce (other than as a result ofthe maturity or earlier redemption of any such Debt Security in accordance withthe terms of this Indenture and such Debt Security) or increase the aggregateprincipal amount of Debt Securities then outstanding, or change any of theredemption provisions, or make the principal thereof or any interest or premiumthereon payable in any coin or currency other than United States Dollars, orimpair or affect the right of any Securityholder to institute suit for paymentthereof, or (ii) reduce the aforesaid percentage of Debt Securities the holdersof which are required to consent to any such supplemental indenture; and provided,further, that if the Debt Securities are held by the Trust or thetrustee of the Trust, such supplemental indenture shall not be effective untilthe holders of a majority in aggregate liquidation amount of the outstandingCapital Securities shall have consented to such supplemental indenture; provided,further, that if the consent of the Securityholder of each outstandingDebt Security is required, such supplemental indenture shall not be effectiveuntil each holder of the outstanding Capital Securities shall have consented tosuch supplemental indenture.

Upon the request of theCompany accompanied by a Board Resolution authorizing the execution of any suchsupplemental indenture, and upon the filing with the Trustee of evidence of theconsent of Securityholders (and holders of Capital Securities, if required) asaforesaid, the Trustee shall join with the Company in the execution of suchsupplemental indenture unless such supplemental indenture affects the Trustee’sown rights, duties or immunities under this Indenture or otherwise, in whichcase the Trustee may in its discretion, but shall not be obligated to, enterinto such supplemental indenture.

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Promptly after theexecution by the Company and the Trustee of any supplemental indenture pursuantto the provisions of this Section, the Trustee shall transmit by mail, firstclass postage prepaid, a notice, prepared by the Company, setting forth ingeneral terms the substance of such supplemental indenture, to theSecurityholders as their names and addresses appear upon the Debt SecurityRegister.  Any failure of the Trustee tomail such notice, or any defect therein, shall not, however, in any way impairor affect the validity of any such supplemental indenture.

It shall not be necessaryfor the consent of the Securityholders under this Section to approve theparticular form of any proposed supplemental indenture, but it shall besufficient if such consent shall approve the substance thereof.

Section9.03           Effect of SupplementalIndentures.

Upon the execution of anysupplemental indenture pursuant to the provisions of this Article IX, thisIndenture shall be and be deemed to be modified and amended in accordancetherewith and the respective rights, limitations of rights, obligations, dutiesand immunities under this Indenture of the Trustee, the Company and the holdersof Debt Securities shall thereafter be determined, exercised and enforced hereundersubject in all respects to such modifications and amendments and all the termsand conditions of any such supplemental indenture shall be and be deemed to bepart of the terms and conditions of this Indenture for any and all purposes.

Section9.04           Notation on DebtSecurities.

Debt Securitiesauthenticated and delivered after the execution of any supplemental indenturepursuant to the provisions of this Article IX may bear a notation as to anymatter provided for in such supplemental indenture.  If the Company or the Trustee shall sodetermine, new Debt Securities so modified as to conform, in the opinion of theBoard of Directors of the Company, to any modification of this Indenturecontained in any such supplemental indenture may be prepared and executed bythe Company, authenticated by the Trustee or the Authenticating Agent anddelivered in exchange for the Debt Securities then outstanding.

Section 9.05           Evidence of Compliance ofSupplemental Indenture to be Furnished to Trustee.

The Trustee, subject tothe provisions of Sections 6.01 and 6.02, shall, in addition to the documentsrequired by Section 14.06, receive an Officers’ Certificate as conclusiveevidence that any supplemental indenture executed pursuant hereto complies withthe requirements of this Article IX.  TheTrustee shall also receive an Opinion of Counsel as conclusive evidence thatany supplemental indenture executed pursuant to this Article IX is authorizedor permitted by, and conforms to, the terms of this Article IX and that it isproper for the Trustee under the provisions of this Article IX to join in theexecution thereof.

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ARTICLE X

REDEMPTION OFSECURITIES

Section10.01         Optional Redemption.

The Company shall havethe right, subject to the receipt by the Company of the prior approval from theOTS, if then required under applicable capital guidelines or policies of theOTS, to redeem the Debt Securities, in whole or (provided that all accrued andunpaid interest has been paid on all Debt Securities for all Interest Periodsterminating on or prior to such date) from time to time in part, on anyInterest Payment Date on or after March 1, 2012 (each, an “Optional RedemptionDate”), at the Optional Redemption Price.

Section10.02         Special Event Redemption.

If a Special Event shalloccur and be continuing, the Company shall have the right, subject to thereceipt by the Company of prior approval from the Federal Reserve, if thenrequired under applicable capital guidelines or policies of the FederalReserve, to redeem the Debt Securities, in whole but not in part, at any timewithin 90 days following the occurrence of such Special Event (the “SpecialRedemption Date”), at the Special Redemption Price.

Section10.03         Notice of Redemption;Selection of Debt Securities.

In case the Company shalldesire to exercise the right to redeem all, or, as the case may be, any part ofthe Debt Securities, it shall fix a date for redemption and shall mail, orcause the Trustee to mail (at the expense of the Company), a notice of suchredemption at least 30 and not more than 60 days prior to the date fixed forredemption to the holders of Debt Securities so to be redeemed as a whole or inpart at their last addresses as the same appear on the Debt SecurityRegister.  Such mailing shall be by firstclass mail.  The notice if mailed in themanner herein provided shall be conclusively presumed to have been duly given,whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in thenotice to the holder of any Debt Security designated for redemption as a wholeor in part shall not affect the validity of the proceedings for the redemptionof any other Debt Security.

Each such notice ofredemption shall specify the CUSIP number, if any, of the Debt Securities to beredeemed, the date fixed for redemption, the price (or manner of calculation ofthe price) at which Debt Securities are to be redeemed, the place or places ofpayment, that payment will be made upon presentation and surrender of such DebtSecurities, that interest accrued to the date fixed for redemption will be paidas specified in said notice, and that on and after said date interest thereonor on the portions thereof to be redeemed will cease to accrue. If less thanall the Debt Securities are to be redeemed, the notice of redemption shallspecify the numbers of the Debt Securities to be redeemed.  In case the Debt Securities are to beredeemed in part only, the notice of redemption shall state the portion of theprincipal amount thereof to be redeemed and shall state that on and after thedate fixed for redemption, upon surrender of such Debt Security, a new DebtSecurity or Debt Securities in principal amount equal to the unredeemed portionthereof will be issued.

Prior to 10:00 a.m., New York City time, on theOptional Redemption Date or the Special Redemption Date specified in the noticeof redemption given as provided in this Section,

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the Company will deposit with the Trustee or with oneor more Paying Agents an amount of money sufficient to redeem on such date allthe Debt Securities so called for redemption at the applicable price therefor,together with unpaid interest accrued to such date.

The Company will give theTrustee notice not less than 45 nor more than 75 days prior to the date fixedfor redemption as to the price at which the Debt Securities are to be redeemedand the aggregate principal amount of Debt Securities to be redeemed and theTrustee shall select, in such manner as in its sole discretion it shall deemappropriate and fair, the Debt Securities or portions thereof (in integralmultiples of $1,000) to be redeemed.

Section10.04         Payment of DebtSecurities Called for Redemption.

If notice of redemptionhas been given as provided in Section 10.03, the Debt Securities or portions ofDebt Securities with respect to which such notice has been given shall becomedue and payable on the related Optional Redemption Date or Special RedemptionDate (as the case may be) and at the place or places stated in such notice atthe applicable price therefor, together with unpaid interest accrued thereon tosaid Optional Redemption Date or the Special Redemption Date (as the case maybe), and on and after said Optional Redemption Date or the Special RedemptionDate (as the case may be) (unless the Company shall default in the payment ofsuch Debt Securities at the redemption price, together with unpaid interestaccrued thereon to said date) interest on the Debt Securities or portions ofDebt Securities so called for redemption shall cease to accrue.  On presentation and surrender of such DebtSecurities at a place of payment specified in said notice, such Debt Securitiesor the specified portions thereof shall be paid and redeemed by the Company atthe applicable price therefor, together with unpaid interest, if any, accruedthereon to said Optional Redemption Date or the Special Redemption Date (as thecase may be); provided, however, that interest payable on anyInterest Payment Date on or prior to said Optional Redemption Date or theSpecial Redemption Date will be paid to the holders on the relevant regularrecord date.

Upon presentation of anyDebt Security redeemed in part only, the Company shall execute and the Trusteeshall authenticate and make available for delivery to the holder thereof, atthe expense of the Company, a new Debt Security or Debt Securities ofauthorized denominations in principal amount equal to the unredeemed portion ofthe Debt Security so presented.

ARTICLE XI

CONSOLIDATION,MERGER, SALE, CONVEYANCE AND LEASE

Section11.01         Company May Consolidate,etc., on Certain Terms.

Nothing contained in thisIndenture or in the Debt Securities shall prevent any consolidation or mergerof the Company with or into any other corporation or corporations (whether ornot affiliated with the Company) or successive consolidations or mergers inwhich the Company or its successor or successors shall be a party or parties,or shall prevent any sale, conveyance, transfer or other disposition of all orsubstantially all of the property or capital stock of the Company or itssuccessor or successors to any other corporation (whether or not affiliatedwith the Company or its successor or successors) authorized to acquire andoperate the same;

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provided, however, that theCompany hereby covenants and agrees that (i) upon any such consolidation,merger (where the Company is not the surviving corporation), sale, conveyance,transfer or other disposition, the successor entity shall be a corporationorganized and existing under the laws of the United States or any state thereofor the District of Columbia (unless such corporation has (1) agreed to make allpayments due in respect of the Debt Securities or, if outstanding, the TrustSecurities and the Capital Securities Guarantee without withholding ordeduction for, or on account of, any taxes, duties, assessments or othergovernmental charges under the laws or regulations of the jurisdiction oforganization or residence (for tax purposes) of such corporation or anypolitical subdivision or taxing authority thereof or therein unless required byapplicable law, in which case such corporation shall have agreed to pay suchadditional amounts as shall be required so that the net amounts received andretained by the holders of such Debt Securities or Trust Securities, as thecase may be, after payment of all taxes (including withholding taxes), duties,assessments or other governmental charges, will be equal to the amounts thatsuch holders would have received and retained had no such taxes (includingwithholding taxes), duties, assessments or other governmental charges beenimposed, (2) irrevocably and unconditionally consented and submitted to thejurisdiction of any United States federal court or New York state court, ineach case located in the Borough of Manhattan, The City of New York, in respectof any action, suit or proceeding against it arising out of or in connectionwith this Indenture, the Debt Securities, the Capital Securities Guarantee orthe Declaration and irrevocably and unconditionally waived, to the fullestextent permitted by law, any objection to the laying of venue in any such courtor that any such action, suit or proceeding has been brought in an inconvenientforum and (3) irrevocably appointed an agent in The City of New York forservice of process in any action, suit or proceeding referred to in clause (2)above) and such corporation expressly assumes all of the obligations of theCompany under the Debt Securities, this Indenture, the Capital SecuritiesGuarantee and the Declaration and (ii) after giving effect to any suchconsolidation, merger, sale, conveyance, transfer or other disposition, noDefault or Event of Default shall have occurred and be continuing.

Section11.02         Successor Entity to beSubstituted.

In case of any suchconsolidation, merger, sale, conveyance, transfer or other dispositioncontemplated in Section 11.01 and upon the assumption by the successorcorporation, by supplemental indenture, executed and delivered to the Trusteeand reasonably satisfactory in form to the Trustee, of the due and punctualpayment of the principal of and premium, if any, and interest on all of theDebt Securities and the due and punctual performance and observance of all ofthe covenants and conditions of this Indenture to be performed or observed bythe Company, such successor corporation shall succeed to and be substituted forthe Company, with the same effect as if it had been named herein as theCompany, and thereupon the predecessor entity shall be relieved of any furtherliability or obligation hereunder or upon the Debt Securities.  Such successor corporation thereupon maycause to be signed, and may issue either in its own name or in the name of theCompany, any or all of the Debt Securities issuable hereunder which theretoforeshall not have been signed by the Company and delivered to the Trustee or theAuthenticating Agent; and, upon the order of such successor corporation insteadof the Company and subject to all the terms, conditions and limitations in thisIndenture prescribed, the Trustee or the Authenticating Agent shallauthenticate and deliver any Debt Securities which previously shall have beensigned and delivered by the officers of the Company to the Trustee or theAuthenticating Agent for authentication, and any Debt Securities which

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such successor corporation thereafter shall cause tobe signed and delivered to the Trustee or the Authenticating Agent for thatpurpose.  All the Debt Securities soissued shall in all respects have the same legal rank and benefit under thisIndenture as the Debt Securities theretofore or thereafter issued in accordancewith the terms of this Indenture as though all of such Debt Securities had beenissued at the date of the execution hereof.

Section11.03         Opinion of Counsel to beGiven to Trustee.

The Trustee, subject tothe provisions of Sections 6.01 and 6.02, shall receive, in addition to theOpinion of Counsel required by Section 9.05, an Opinion of Counsel asconclusive evidence that any consolidation, merger, sale, conveyance, transferor other disposition, and any assumption, permitted or required by the terms ofthis Article XI complies with the provisions of this Article XI.

ARTICLE XII

SATISFACTION ANDDISCHARGE OF INDENTURE

Section12.01         Discharge of Indenture.

When (a) the Companyshall deliver to the Trustee for cancellation all Debt Securities theretoforeauthenticated (other than any Debt Securities which shall have been destroyed,lost or stolen and which shall have been replaced or paid as provided inSection 2.06) and not theretofore canceled, or (b) all the Debt Securities nottheretofore canceled or delivered to the Trustee for cancellation shall havebecome due and payable, or are by their terms to become due and payable withinone year or are to be called for redemption within one year under arrangementssatisfactory to the Trustee for the giving of notice of redemption, and theCompany shall deposit with the Trustee, in trust, funds, which shall beimmediately due and payable, sufficient to pay at maturity or upon redemptionall of the Debt Securities (other than any Debt Securities which shall havebeen destroyed, lost or stolen and which shall have been replaced or paid asprovided in Section 2.06) not theretofore canceled or delivered to the Trusteefor cancellation, including principal and premium, if any, and interest due orto become due to the Maturity Date, any Optional Redemption Date or the SpecialRedemption Date, as the case may be, but excluding, however, the amount of anymoneys for the payment of principal of and premium, if any, or interest on theDebt Securities (1) theretofore repaid to the Company in accordance with theprovisions of Section 12.04, or (2) paid to any state or to the District ofColumbia pursuant to its unclaimed property or similar laws, and if in the caseof either clause (a) or (b) above the Company shall also pay or cause to bepaid all other sums payable hereunder by the Company, then this Indenture shallcease to be of further effect except for the provisions of Sections 2.05, 2.06,3.01, 3.02, 3.04, 6.06, 6.09 and 12.04 hereof, which shall survive until suchDebt Securities shall mature or are redeemed, as the case may be, and are paidin full.  Thereafter, Sections 6.06, 6.09and 12.04 shall survive, and the Trustee, on demand of the Company accompanied byan Officers’ Certificate and an Opinion of Counsel, each stating that allconditions precedent herein provided for relating to the satisfaction anddischarge of this Indenture have been complied with, and at the cost andexpense of the Company, shall execute proper instruments acknowledgingsatisfaction of and discharging this Indenture, the Company, however, herebyagreeing to reimburse the Trustee for any costs or expenses thereafter

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reasonably and properly incurred by the Trustee inconnection with this Indenture or the Debt Securities.

Section12.02         Deposited Moneys to beHeld in Trust by Trustee.

Subject to the provisionsof Section 12.04, all moneys deposited with the Trustee pursuant to Section12.01 shall be held in trust and applied by it to the payment, either directlyor through any Paying Agent (including the Company if acting as its own PayingAgent), to the holders of the particular Debt Securities for the payment ofwhich such moneys have been deposited with the Trustee, of all sums due and tobecome due thereon for principal, premium, if any, and interest.

Section12.03         Paying Agent to RepayMoneys Held.

Upon the satisfaction anddischarge of this Indenture, all moneys then held by any Paying Agent of theDebt Securities (other than the Trustee) shall, upon demand of the Company, berepaid to the Company or paid to the Trustee, and thereupon such Paying Agentshall be released from all further liability with respect to such moneys.

Section12.04         Return of UnclaimedMoneys.

Any moneys deposited withor paid to the Trustee or any Paying Agent for payment of the principal of andpremium, if any, or interest on Debt Securities and not applied but remainingunclaimed by the holders of Debt Securities for two years after the date uponwhich the principal of and premium, if any, or interest on such DebtSecurities, as the case may be, shall have become due and payable, shall berepaid to the Company by the Trustee or such Paying Agent on written demand;and the holder of any of the Debt Securities shall thereafter look only to theCompany for any payment which such holder may be entitled to collect and allliability of the Trustee or such Paying Agent with respect to such moneys shallthereupon cease.

ARTICLE XIII

IMMUNITY OFINCORPORATORS, STOCKHOLDERS,OFFICERS AND DIRECTORS

Section13.01         Indenture and DebtSecurities Solely Corporate Obligations.

No recourse for thepayment of the principal of or premium, if any, or interest on any DebtSecurity, or for any claim based thereon or otherwise in respect thereof, andno recourse under or upon any obligation, covenant or agreement of the Companyin this Indenture or in any supplemental indenture, or in any such DebtSecurity, or because of the creation of any indebtedness represented thereby,shall be had against any incorporator, stockholder, officer, director, employeeor agent, as such, past, present or future, of the Company or of anypredecessor or successor corporation of the Company, either directly or throughthe Company or any successor corporation of the Company, whether by virtue ofany constitution, statute or rule of law, or by the enforcement of anyassessment or penalty or otherwise; it being expressly understood that all suchliability is hereby expressly waived and released as a condition of, and as aconsideration for, the execution of this Indenture and the issue of the DebtSecurities.

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ARTICLE XIV

MISCELLANEOUSPROVISIONS

Section14.01         Successors.

All the covenants, stipulations, promises andagreements of the Company contained in this Indenture shall bind its successorsand assigns, whether so expressed or not.

Section14.02         Official Acts bySuccessor Entity.

Any act or proceeding byany provision of this Indenture authorized or required to be done or performedby any board, committee or officer of the Company shall and may be done andperformed with like force and effect by the like board, committee, officer orother authorized Person of any entity that shall at the time be the lawfulsuccessor of the Company.

Section14.03         Surrender of CompanyPowers.

The Company, byinstrument in writing executed by authority of 2/3 (two thirds) of its Board ofDirectors and delivered to the Trustee, may surrender any of the powersreserved to the Company and thereupon such power so surrendered shall terminateboth as to the Company and as to any permitted successor.

Section14.04         Addresses for Notices,etc.

Any notice or demandwhich by any provision of this Indenture is required or permitted to be givenor served by the Trustee or by the Securityholders on the Company may be givenor served in writing by being deposited postage prepaid by registered orcertified mail in a post office letter box addressed (until another address isfiled by the Company with the Trustee for such purpose) to the Company at 225South Main Avenue, Sioux Falls, South Dakota 57104, Attention: Pamela F.Russo.  Any notice, direction, request ordemand by any Securityholder or the Company to or upon the Trustee shall bedeemed to have been sufficiently given or made, for all purposes, if given ormade in writing at the office of Wilmington Trust Company at Rodney SquareNorth, 1100 North Market Street, Wilmington, DE 19890-0001, Attention:Corporate Capital Markets.

Section14.05         Governing Law.

This Indenture and theDebt Securities shall each be governed by, and construed in accordance with,the laws of the State of New York, without regard to conflict of lawsprinciples of said State other than Section 5-1401 of the New York GeneralObligations Law.

Section14.06         Evidence of Compliancewith Conditions Precedent.

Upon any application ordemand by the Company to the Trustee to take any action under any of theprovisions of this Indenture, the Company shall furnish to the Trustee anOfficers’ Certificate stating that in the opinion of the signers all conditionsprecedent, if any, provided for in this Indenture relating to the proposedaction have been complied with and an Opinion of Counsel stating that, in theopinion of such counsel, all such conditions precedent

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have been complied with (except that no such Opinionof Counsel is required to be furnished to the Trustee in connection with theauthentication and issuance of Debt Securities).

Each certificate oropinion provided for in this Indenture and delivered to the Trustee with respectto compliance with a condition or covenant provided for in this Indenture(except certificates delivered pursuant to Section 3.05) shall include (a) astatement that the person making such certificate or opinion has read suchcovenant or condition and the definitions relating thereto; (b) a briefstatement as to the nature and scope of the examination or investigation uponwhich the statements or opinions contained in such certificate or opinion arebased; (c) a statement that, in the opinion of such person, he or she has madesuch examination or investigation as is necessary to enable him or her toexpress an informed opinion as to whether or not such covenant or condition hasbeen complied with; and (d) a statement as to whether or not, in the opinion ofsuch person, such condition or covenant has been complied with.

Section14.07         Business Day Convention.

Notwithstanding anythingto the contrary contained herein, if any Interest Payment Date after theInterest Payment Date in March, 2012, other than the Maturity Date, anyOptional Redemption Date or the Special Redemption Date, falls on a day that isnot a Business Day, then any interest payable will be paid on, and suchInterest Payment Date will be moved to, the next succeeding Business Day, andadditional interest will accrue for each day that such payment is delayed as aresult thereof.  If any Interest PaymentDate on or prior to the Interest Payment Date in March, 2012, the MaturityDate, any Optional Redemption Date or the Special Redemption Date falls on aday that is not a Business Day, then the principal, premium, if any, and/orinterest payable on such date will be paid on the next succeeding Business Day,and no additional interest will accrue in respect of such payment made on suchnext succeeding Business Day.

Section14.08         Table of Contents,Headings, etc.

The table of contents andthe titles and headings of the Articles and Sections of this Indenture havebeen inserted for convenience of reference only, are not to be considered apart hereof, and shall in no way modify or restrict any of the terms orprovisions hereof.

Section14.09         Execution in Counterparts.

This Indenture may beexecuted in any number of counterparts, each of which shall be an original, butsuch counterparts shall together constitute but one and the same instrument.

Section14.10         Separability.

In case any one or moreof the provisions contained in this Indenture or in the Debt Securities shallfor any reason be held to be invalid, illegal or unenforceable in any respect,such invalidity, illegality or unenforceability shall not affect any otherprovisions of this Indenture or of such Debt Securities, but this Indenture andsuch Debt Securities shall be construed as if such invalid, illegal orunenforceable provision had never been contained herein or therein.

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Section14.11         Assignment.

Subject to Article XI,the Company will have the right at all times to assign any of its rights orobligations under this Indenture and the Debt Securities to a direct orindirect wholly owned Subsidiary of the Company; provided, however, that, inthe event of any such assignment, the Company will remain liable for all suchobligations. Subject to the foregoing, this Indenture is binding upon andinures to the benefit of the parties hereto and their respective successors andassigns. This Indenture may not otherwise be assigned by the parties thereto.

Section14.12         Acknowledgment of Rights.

The Company acknowledgesthat, with respect to any Debt Securities held by the Trust or a trustee of theTrust, if such trustee of the Trust fails to enforce its rights under thisIndenture as the holder of Debt Securities held as the assets of the Trustafter the holders of a majority in aggregate liquidation amount of theoutstanding Capital Securities of the Trust have so directed in writing suchtrustee, a holder of record of such Capital Securities may, to the fullestextent permitted by law, institute legal proceedings directly against theCompany to enforce such trustee’s rights under this Indenture without firstinstituting any legal proceedings against such trustee or any otherPerson.  Notwithstanding the foregoing,if an Event of Default has occurred and is continuing and such event isattributable to the failure of the Company to pay interest or premium, if any,on or principal of the Debt Securities on the date such interest, premium, ifany, or principal is otherwise due and payable (or, in the case of redemption,on the related Optional Redemption Date or the Special Redemption Date (as thecase may be)), the Company acknowledges that a holder of outstanding CapitalSecurities of the Trust may directly institute a proceeding against the Companyfor enforcement of payment to such holder directly of the principal of orpremium, if any, or interest on the Debt Securities having an aggregateprincipal amount equal to the aggregate liquidation amount of the CapitalSecurities of such holder on or after the respective due date (or OptionalRedemption Date or Special Redemption Date (as the case may be)) specified inthe Debt Securities.

ARTICLE XV

SUBORDINATION OFDEBT SECURITIES

Section15.01         Agreement to Subordinate.

The Company covenants andagrees, and each holder of Debt Securities issued hereunder and under anysupplemental indenture (the “Additional Provisions”) by such holder’sacceptance thereof likewise covenants and agrees, that all Debt Securitiesshall be issued subject to the provisions of this Article XV; and each holderof a Debt Security, whether upon original issue or upon transfer or assignmentthereof, accepts and agrees to be bound by such provisions.

The payment by theCompany of the payments due on all Debt Securities issued hereunder and underany Additional Provisions shall, to the extent and in the manner hereinafterset forth, be subordinated and junior in right of payment to the prior paymentin full of all Senior Indebtedness of the Company, whether outstanding at thedate of this Indenture or thereafter incurred.

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No provision of this Article XV shall prevent theoccurrence of any default or Event of Default hereunder.

Section15.02         Default on SeniorIndebtedness.

In the event and duringthe continuation of any default by the Company in the payment of principal,premium, interest or any other amount due on any Senior Indebtedness of theCompany following any applicable grace period, or in the event that thematurity of any Senior Indebtedness of the Company has been accelerated becauseof a default, and such acceleration has not been rescinded or canceled and suchSenior Indebtedness has not been paid in full, then, in either case, no paymentshall be made by the Company with respect to the payments due on the DebtSecurities.

In the event that,notwithstanding the foregoing, any payment shall be received by the Trustee orany Securityholder when such payment is prohibited by the preceding paragraphof this Section, such payment shall, subject to Section 15.06, be held in trustfor the benefit of, and shall be paid over or delivered to, the holders ofSenior Indebtedness or their respective representatives, or to the trustee ortrustees under any indenture pursuant to which any of such Senior Indebtednessmay have been issued, as their respective interests may appear, but only to theextent that the holders of the Senior Indebtedness (or their representative orrepresentatives or trustee) notify the Trustee in writing within 90 days ofsuch payment of the amounts then due and owing on the Senior Indebtedness andonly the amounts specified in such notice to the Trustee shall be paid to theholders of Senior Indebtedness.

Section15.03         Liquidation; Dissolution;Bankruptcy.

Upon any payment by theCompany or distribution of assets of the Company of any kind or character,whether in cash, property or securities, to creditors upon any dissolution,winding-up, liquidation or reorganization of the Company, whether voluntary orinvoluntary or in bankruptcy, insolvency, receivership or other proceedings,all amounts due upon all Senior Indebtedness of the Company shall first be paidin full, or payment thereof provided for in money in accordance with its terms,before any payment is made by the Company on the Debt Securities; and upon anysuch dissolution, winding-up, liquidation or reorganization, any payment by theCompany, or distribution of assets of the Company of any kind or character,whether in cash, property or securities, to which the Securityholders or theTrustee would be entitled to receive from the Company, except for theprovisions of this Article XV, shall be paid by the Company, or by anyreceiver, trustee in bankruptcy, liquidating trustee, agent or other Personmaking such payment or distribution, or by the Securityholders or by theTrustee under this Indenture if received by them or it, directly to the holdersof Senior Indebtedness of the Company (pro rata to such holders on the basis ofthe respective amounts of Senior Indebtedness held by such holders, ascalculated by the Company) or their representative or representatives, or tothe trustee or trustees under any indenture pursuant to which any instrumentsevidencing such Senior Indebtedness may have been issued, as their respectiveinterests may appear, to the extent necessary to pay such Senior Indebtednessin full, in money or money’s worth, after giving effect to any concurrentpayment or distribution to or for the holders of such Senior Indebtedness,before any payment or distribution is made to the Securityholders or to theTrustee.

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In the event that,notwithstanding the foregoing, any payment or distribution of assets of theCompany of any kind or character, whether in cash, property or securities,prohibited by the foregoing shall be received by the Trustee or anySecurityholder before all Senior Indebtedness of the Company is paid in full,or provision is made for such payment in money in accordance with its terms,such payment or distribution shall be held in trust for the benefit of, andshall be paid over or delivered to, the holders of such Senior Indebtedness ortheir representative or representatives, or to the trustee or trustees underany indenture pursuant to which any instruments evidencing such SeniorIndebtedness may have been issued, as their respective interests may appear, ascalculated by the Company, for application to the payment of all SeniorIndebtedness of the Company remaining unpaid to the extent necessary to paysuch Senior Indebtedness in full in money in accordance with its terms, aftergiving effect to any concurrent payment or distribution to or for the benefitof the holders of such Senior Indebtedness.

For purposes of thisArticle XV, the words “cash, property or securities” shall not be deemed toinclude shares of stock of the Company as reorganized or readjusted, orsecurities of the Company or any other corporation provided for by a plan of reorganizationor readjustment, the payment of which is subordinated at least to the extentprovided in this Article XV with respect to the Debt Securities to the paymentof all Senior Indebtedness of the Company, that may at the time be outstanding,provided, that (a) such Senior Indebtedness is assumed by the newcorporation, if any, resulting from any such reorganization or readjustment,and (b) the rights of the holders of such Senior Indebtedness are not, withoutthe consent of such holders, altered by such reorganization orreadjustment.  The consolidation of theCompany with, or the merger of the Company into, another corporation or theliquidation or dissolution of the Company following the conveyance, transfer orother disposition of its property as an entirety, or substantially as anentirety, to another corporation upon the terms and conditions provided for inArticle XI of this Indenture shall not be deemed a dissolution, winding-up,liquidation or reorganization for the purposes of this Section if such othercorporation shall, as a part of such consolidation, merger, conveyance ortransfer, comply with the conditions stated in Article XI of thisIndenture.  Nothing in Section 15.02 orin this Section shall apply to claims of, or payments to, the Trustee under orpursuant to Section 6.06 of this Indenture.

Section15.04         Subrogation.

Subject to the payment infull of all Senior Indebtedness of the Company, the Securityholders shall besubrogated to the rights of the holders of such Senior Indebtedness to receivepayments or distributions of cash, property or securities of the Companyapplicable to such Senior Indebtedness until all payments due on the DebtSecurities shall be paid in full; and, for the purposes of such subrogation, nopayments or distributions to the holders of such Senior Indebtedness of anycash, property or securities to which the Securityholders or the Trustee wouldbe entitled except for the provisions of this Article XV, and no payment overpursuant to the provisions of this Article XV to or for the benefit of theholders of such Senior Indebtedness by Securityholders or the Trustee, shall,as between the Company, its creditors other than holders of Senior Indebtednessof the Company, and the holders of the Debt Securities be deemed to be apayment or distribution by the Company to or on account of such SeniorIndebtedness.  It is understood that theprovisions of this Article XV are, and are intended, solely for the purposes of

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defining the relative rights of the holders of the DebtSecurities, on the one hand, and the holders of such Senior Indebtedness, onthe other hand.

Nothing contained in thisArticle XV or elsewhere in this Indenture, any Additional Provisions or in theDebt Securities is intended to or shall impair, as between the Company, itscreditors other than the holders of Senior Indebtedness of the Company, and theholders of the Debt Securities, the obligation of the Company, which isabsolute and unconditional, to pay to the holders of the Debt Securities allpayments on the Debt Securities as and when the same shall become due andpayable in accordance with their terms, or is intended to or shall affect therelative rights of the holders of the Debt Securities and creditors of theCompany other than the holders of Senior Indebtedness of the Company, nor shallanything herein or therein prevent the Trustee or the holder of any DebtSecurity from exercising all remedies otherwise permitted by applicable lawupon default under this Indenture, subject to the rights, if any, under thisArticle XV of the holders of such Senior Indebtedness in respect of cash,property or securities of the Company received upon the exercise of any suchremedy.

Upon any payment ordistribution of assets of the Company referred to in this Article XV, theTrustee, subject to the provisions of Article VI of this Indenture, and theSecurityholders shall be entitled to conclusively rely upon any order or decreemade by any court of competent jurisdiction in which such dissolution,winding-up, liquidation or reorganization proceedings are pending, or acertificate of the receiver, trustee in bankruptcy, liquidation trustee, agentor other Person making such payment or distribution, delivered to the Trusteeor to the Securityholders, for the purposes of ascertaining the Personsentitled to participate in such distribution, the holders of SeniorIndebtedness and other indebtedness of the Company, the amount thereof orpayable thereon, the amount or amounts paid or distributed thereon and allother facts pertinent thereto or to this Article XV.

Section15.05         Trustee to EffectuateSubordination.

Each Securityholder, bysuch Securityholder’s acceptance thereof, authorizes and directs the Trustee onsuch Securityholder’s behalf to take such action as may be necessary orappropriate to effectuate the subordination provided in this Article XV andappoints the Trustee such Securityholder’s attorney-in-fact for any and allsuch purposes.

Section15.06         Notice by the Company.

The Company shall giveprompt written notice to a Responsible Officer of the Trustee at the PrincipalOffice of the Trustee of any fact known to the Company that would prohibit themaking of any payment of moneys to or by the Trustee in respect of the DebtSecurities pursuant to the provisions of this Article XV.  Notwithstanding the provisions of thisArticle XV or any other provision of this Indenture or any AdditionalProvisions, the Trustee shall not be charged with knowledge of the existence ofany facts that would prohibit the making of any payment of moneys to or by theTrustee in respect of the Debt Securities pursuant to the provisions of thisArticle XV unless and until a Responsible Officer of the Trustee at thePrincipal Office of the Trustee shall have received written notice thereof fromthe Company or a holder or holders of Senior Indebtedness or from any trusteetherefor; and before the receipt of any such written notice, the Trustee,subject to the provisions of Article VI of this Indenture,

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shall be entitled in all respects to assume that nosuch facts exist; provided, however, that if the Trustee shallnot have received the notice provided for in this Section at least two BusinessDays prior to the date upon which by the terms hereof any money may becomepayable for any purpose (including, without limitation, the payment of theprincipal of or premium, if any, or interest on any Debt Security), then,anything herein contained to the contrary notwithstanding, the Trustee shallhave full power and authority to receive such money and to apply the same tothe purposes for which they were received, and shall not be affected by anynotice to the contrary that may be received by it within two Business Daysprior to such date.

The Trustee, subject tothe provisions of Article VI of this Indenture, shall be entitled toconclusively rely on the delivery to it of a written notice by a Personrepresenting himself or herself to be a holder of Senior Indebtedness of theCompany (or a trustee or representative on behalf of such holder) to establishthat such notice has been given by a holder of such Senior Indebtedness or atrustee or representative on behalf of any such holder or holders.  In the event that the Trustee determines ingood faith that further evidence is required with respect to the right of anyPerson as a holder of such Senior Indebtedness to participate in any payment ordistribution pursuant to this Article XV, the Trustee may request such Personto furnish evidence to the reasonable satisfaction of the Trustee as to theamount of such Senior Indebtedness held by such Person, the extent to whichsuch Person is entitled to participate in such payment or distribution and anyother facts pertinent to the rights of such Person under this Article XV, and,if such evidence is not furnished, the Trustee may defer any payment to suchPerson pending judicial determination as to the right of such Person to receivesuch payment.

Section15.07         Rights of the Trustee;Holders of Senior Indebtedness.

The Trustee, in itsindividual capacity, shall be entitled to all the rights set forth in thisArticle XV in respect of any Senior Indebtedness at any time held by it, to thesame extent as any other holder of Senior Indebtedness, and nothing in thisIndenture or any Additional Provisions shall deprive the Trustee of any of itsrights as such holder.

With respect to theholders of Senior Indebtedness of the Company, the Trustee undertakes toperform or to observe only such of its covenants and obligations as arespecifically set forth in this Article XV, and no implied covenants orobligations with respect to the holders of such Senior Indebtedness shall beread into this Indenture or any Additional Provisions against the Trustee.  The Trustee shall not owe or be deemed to oweany fiduciary duty to the holders of such Senior Indebtedness and, subject tothe provisions of Article VI of this Indenture, the Trustee shall not be liableto any holder of such Senior Indebtedness if it shall pay over or deliver toSecurityholders, the Company or any other Person money or assets to which anyholder of such Senior Indebtedness shall be entitled by virtue of this ArticleXV or otherwise.

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

Section15.08         Subordination May Not BeImpaired.

No right of any present or future holder of any SeniorIndebtedness of the Company to enforce subordination as herein provided shallat any time in any way be prejudiced

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or impaired by any act or failure to act on the partof the Company, or by any act or failure to act, in good faith, by any suchholder, or by any noncompliance by the Company, with the terms, provisions andcovenants of this Indenture, regardless of any knowledge thereof that any suchholder may have or otherwise be charged with.

Without in any waylimiting the generality of the foregoing paragraph, the holders of SeniorIndebtedness of the Company may, at any time and from time to time, without theconsent of or notice to the Trustee or the Securityholders, without incurringresponsibility to the Securityholders and without impairing or releasing thesubordination provided in this Article XV or the obligations hereunder of theholders of the Debt Securities to the holders of such Senior Indebtedness, do anyone or more of the following: (a) change the manner, place or terms of paymentor extend the time of payment of, or renew or alter, such Senior Indebtedness,or otherwise amend or supplement in any manner such Senior Indebtedness or anyinstrument evidencing the same or any agreement under which such SeniorIndebtedness is outstanding; (b) sell, exchange, release or otherwise deal withany property pledged, mortgaged or otherwise securing such Senior Indebtedness;(c) release any Person liable in any manner for the collection of such SeniorIndebtedness; and (d) exercise or refrain from exercising any rights againstthe Company or any other Person.

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Wilmington TrustCompany, in its capacity as Trustee, hereby accepts the trusts in thisIndenture declared and provided, upon the terms and conditions herein above setforth.

IN WITNESSWHEREOF, the parties hereto have caused this Indenture to be duly executed bytheir respective officers thereunto duly authorized, as of the day and yearfirst above written.
|        | HF FINANCIAL CORP.        |
|--------|---------------------------|
|   |                      |
|   |                      |
|   | By:                       | /s/ Darrel L. Posegate |   |
|   |                      | Name: | Darrel L. Posegate |
|   |                      | Title: | Executive Vice President, |
|   |                      |   | Chief Financial Officer and |
|   |                      |   | Treasurer |
|   |                      |   |   |
|   |                      |   |   |
|   | WILMINGTON TRUST COMPANY, |
|   | as Trustee                |
|   |                      |
|   |                      |
|   | By:                       | /s/ Geoffrey J. Lewis |   |
|   |                      | Name: | Geoffrey J. Lewis |
|   |                      | Title: | Financial Services Officer |
|        |                           |  |  |  |

 

Indenture

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EXHIBIT A

FORM OF DEBTSECURITY

[FORM OF FACE OFSECURITY]

**[THISSECURITY IS A GLOBAL DEBENTURE WITHIN THE MEANING OF THE INDENTURE HEREINAFTERREFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY(“DTC”) OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE FOR SECURITIESREGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THELIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THISSECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY DTC TO A NOMINEEOF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BEREGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.**

**UNLESSTHIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THECOMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, ANDANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCHOTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANYPAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY ANAUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOFFOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THEREGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]****1**

**THISSECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED(THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLESECURITIES LAWS.  NEITHER THIS SECURITYNOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OFSUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  THE HOLDER OF THIS SECURITY OR ANY INTERESTOR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAYBE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTERESTOR PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF (i) TWO YEARS(OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THESECURITIES ACT) AFTER THE LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND(Z) THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE (AS DEFINED IN RULE 405UNDER THE SECURITIES ACT) OF THE COMPANY WAS THE HOLDER OF THIS**

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1 Only applicable if this Debt Security is aGlobal Debt Security.

A-1

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**SECURITY OR SUCH INTEREST ORPARTICIPATION (OR ANY PREDECESSOR THERETO) AND (ii) SUCH LATER DATE, IF ANY, ASMAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW, ONLY (A) TO THECOMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO APERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, ASDEFINED IN RULE 144A, THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OFA QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER ISBEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THEREGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN “ACCREDITED INVESTOR”WITHIN THE MEANING OF SUBPARAGRAPH (a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’S RIGHT PRIOR TO ANY SUCH OFFER, SALE ORTRANSFER PURSUANT TO CLAUSE (C) OR (E) ABOVE TO REQUIRE THE DELIVERY OF ANOPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO ITIN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THECOMPANY.  THE HOLDER OF THIS SECURITY ORANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, ASTHE CASE MAY BE, AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.**

**THEHOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITSACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, ALSO AGREES, REPRESENTS ANDWARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHERPLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOMESECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNALREVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN ENTITYWHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’SINVESTMENT IN THE ENTITY AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAYACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, UNLESSSUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDERU.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60,91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE ANDHOLDING OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION IS NOT PROHIBITED BYSECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASEOR HOLDING.  ANY PURCHASER OR HOLDER OFTHIS**

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**SECURITY OR ANY INTEREST ORPARTICIPATION HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE ANDHOLDING HEREOF OR THEREOF, AS THE CASE MAY BE, THAT EITHER (i) IT IS NOT ANEMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TOWHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTINGON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITYUSING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE,OR (ii) SUCH PURCHASE AND HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTIONUNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NOAPPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.**

**INCONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THEREGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BEREQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THEFOREGOING RESTRICTIONS.**

**THISSECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF$100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF.  ANY ATTEMPTED TRANSFER OF THIS SECURITY INDENOMINATIONS OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGALEFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THEHOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN FOR ANYPURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THISSECURITY OR SUCH INTEREST OR PARTICIPATION, AND SUCH PURPORTED TRANSFEREE SHALLBE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY OR ANY INTEREST ORPARTICIPATION HEREIN.**

**THISOBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANYAGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCECORPORATION (THE “FDIC”).  THISOBLIGATION IS SUBORDINATED TO THE CLAIMS OF THE DEPOSITORS AND THE CLAIMS OFGENERAL AND SECURED CREDITORS OF THE COMPANY, IS INELIGIBLE AS COLLATERAL FOR ALOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES AND IS NOT SECURED.**

A-3

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Fixed/Floating RateJunior Subordinated Debt Security due 2037

of

HF FINANCIAL CORP.

HF Financial Corp., abank holding company incorporated in the State of Delaware (the “Company”,which term includes any successor permitted under the Indenture (as definedherein)), for value received, promises to pay to Wilmington Trust Company, notin its individual capacity but solely as Institutional Trustee for HF FinancialCapital Trust V, a Delaware statutory trust, or registered assigns, theprincipal amount of                              Dollars

($                             )on March 1, 2037 (the “Maturity Date”) (or any Optional Redemption Date or theSpecial Redemption Date, each as defined herein, or any earlier date ofacceleration of the maturity of this Debt Security), and to pay interest on theoutstanding principal amount of this Debt Security from December 7, 2006, orfrom the most recent Interest Payment Date (as defined below) to which interesthas been paid or duly provided for, quarterly (subject to deferral as set forthherein) in arrears on March 1, June 1, September 1 and December 1 of each year,commencing on March 1, 2007 (each, an “Interest Payment Date”), at a per annumrate (the “Interest Rate”), equal to (i) with respect to any Interest Period(as defined in the Indenture) prior to the Interest Period commencing on theInterest Payment Date in March, 2012, 6.61% and (ii) with respect to anyInterest Period commencing on or after the Interest Payment Date in March,2012, LIBOR (as defined in the Indenture), as determined on the LIBORDetermination Date (as defined in the Indenture) for such Interest Period plus1.83% (the “Interest Rate”) (provided that the Interest Rate for anyInterest Period commencing on or after the Interest Payment Date in March, 2012may not exceed the highest rate permitted by New York law, as the same may bemodified by United States law of general application) until the principalhereof shall have been paid or duly provided for, and on any overdue principaland (without duplication and to the extent that payment of such interest isenforceable under applicable law) on any overdue installment of interest at anannual rate equal to the then applicable Interest Rate, compoundedquarterly.  The amount of interestpayable shall be computed (i) with respect to any Interest Period prior to theInterest Period commencing on the Interest Payment Date in March, 2012, on thebasis of a 360-day year consisting of twelve 30-day months and (ii) withrespect to any Interest Period commencing on or after the Interest Payment Datein March, 2012, on the basis of a 360-day year and the actual number of dayselapsed in such Interest Period.

The interest installmentso payable, and punctually paid or duly provided for, on any Interest PaymentDate will, as provided in the Indenture, be paid to the Person in whose namethis Debt Security (or one or more Predecessor Securities, as defined in theIndenture) is registered at the close of business on the “regular record date”for such interest installment, which shall be the fifteenth day prior to suchInterest Payment Date, whether or not such day is a Business Day (as definedherein).  Any such interest installment(other than Deferred Interest (as defined herein)) not punctually paid or dulyprovided for shall forthwith cease to be payable to the holders on such regularrecord date and may be paid to the Person in whose name this Debt Security (orone or more Predecessor Securities) is registered at the close of business on aspecial record date to be fixed by the Trustee for the payment of suchdefaulted interest, notice whereof shall be given to the holders of the DebtSecurities not less than 10 days prior to such special record date, all as morefully provided in the Indenture.

A-4

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Payment of the principalof and premium, if any, and interest on this Debt Security due on the MaturityDate, any Optional Redemption Date or the Special Redemption Date, as the casemay be, shall be made in immediately available funds against presentation andsurrender of this Debt Security at the office or agency of the Trusteemaintained for that purpose in Wilmington, Delaware, or at the office or agencyof any other Paying Agent appointed by the Company maintained for that purposein Wilmington, Delaware or Pierre, South Dakota.  Payment of interest on this Debt Security dueon any Interest Payment Date other than the Maturity Date, any OptionalRedemption Date or the Special Redemption Date, as the case may be, shall bemade at the option of the Company by check mailed to the holder thereof at suchaddress as shall appear in the Debt Security Register or by wire transfer ofimmediately available funds to an account appropriately designated by theholder hereof.  Notwithstanding theforegoing, so long as the holder of this Debt Security is the InstitutionalTrustee, payment of the principal of and premium, if any, and interest on thisDebt Security shall be made in immediately available funds when due at suchplace and to such account as may be designated by the InstitutionalTrustee.  All payments in respect of thisDebt Security shall be payable in any coin or currency of the United States ofAmerica that at the time of payment is legal tender for payment of public andprivate debts.

Notwithstanding anythingto the contrary contained herein, if any Interest Payment Date after theInterest Payment Date in March, 2012, other than the Maturity Date, any OptionalRedemption Date or the Special Redemption Date, falls on a day that is not aBusiness Day, then any interest payable will be paid on, and such InterestPayment Date will be moved to, the next succeeding Business Day, and additionalinterest will accrue for each day that such payment is delayed as a resultthereof.  If any Interest Payment Date onor prior to the Interest Payment Date in March, 2012, the Maturity Date, anyOptional Redemption Date or the Special Redemption Date falls on a day that isnot a Business Day, then the principal, premium, if any, and/or interestpayable on such date will be paid on the next succeeding Business Day, and noadditional interest will accrue in respect of such payment made on such nextsucceeding Business Day.

So long as no Event ofDefault pursuant to Sections 5.01(b), (e), (f), (g), (h) or (i) of theIndenture has occurred and is continuing, the Company shall have the right,from time to time and without causing an Event of Default, to defer payments ofinterest on the Debt Securities by extending the interest payment period on theDebt Securities at any time and from time to time during the term of the DebtSecurities, for up to 20 consecutive quarterly periods (each such extendedinterest payment period, together with all previous and further consecutiveextensions thereof, is referred to herein as an “Extension Period”).  No Extension Period may end on a date otherthan an Interest Payment Date or extend beyond the Maturity Date, any OptionalRedemption Date or the Special Redemption Date, as the case may be.  During any Extension Period, interest willcontinue to accrue on the Debt Securities, and interest on such accruedinterest (such accrued interest and interest thereon referred to herein as“Deferred Interest”) will accrue at an annual rate equal to the Interest Rateapplicable during such Extension Period, compounded quarterly from the datesuch Deferred Interest would have been payable were it not for the ExtensionPeriod, to the extent permitted by applicable law.  No interest or Deferred Interest (except anyAdditional Amounts (as defined in the Indenture) that may be due and payable)shall be due and payable during an Extension Period, except at the end thereof.  At the end of any Extension Period, the Companyshall pay all Deferred Interest then

A-5

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accrued and unpaid on the Debt Securities; provided,however, that during any Extension Period, the Company may not (i)declare or pay any dividends or distributions on, or redeem, purchase, acquire,or make a liquidation payment with respect to, any of the Company’s capitalstock, (ii) make any payment of principal of or premium, if any, or interest onor repay, repurchase or redeem any debt securities of the Company that rank *pari passu* in all respects with or juniorin interest to the Debt Securities or (iii) make any payment under anyguarantees of the Company that rank in all respects *pari passu* with or junior in respect to the CapitalSecurities Guarantee   (other than (a)repurchases, redemptions or other acquisitions of shares of capital stock ofthe Company (A) in connection with any employment contract, benefit plan orother similar arrangement with or for the benefit of one or more employees,officers, directors or consultants, (B) in connection with a dividendreinvestment or stockholder stock purchase plan or (C) in connection with theissuance of capital stock of the Company (or securities convertible into orexercisable for such capital stock), as consideration in an acquisitiontransaction entered into prior to such Extension Period, (b) as a result of anyexchange or conversion of any class or series of the Company’s capital stock(or any capital stock of a subsidiary of the Company) for any class or seriesof the Company’s capital stock or of any class or series of the Company’sindebtedness for any class or series of the Company’s capital stock, (c) thepurchase of fractional interests in shares of the Company’s capital stockpursuant to the conversion or exchange provisions of such capital stock or thesecurity being converted or exchanged, (d) any declaration of a dividend inconnection with any stockholder’s rights plan, or the issuance of rights, stockor other property under any stockholder’s rights plan, or the redemption orrepurchase of rights pursuant thereto or (e) any dividend in the form of stock,warrants, options or other rights where the dividend stock or the stockissuable upon exercise of such warrants, options or other rights is the samestock as that on which the dividend is being paid or ranks *pari passu* with or junior to suchstock).  Prior to the termination of anyExtension Period, the Company may further extend such Extension Period, provided,that no Extension Period (including all previous and further consecutiveextensions that are part of such Extension Period) shall exceed 20 consecutivequarterly periods.  Upon the terminationof any Extension Period and upon the payment of all Deferred Interest, theCompany may commence a new Extension Period, subject to the foregoing requirements.  The Company must give the Trustee notice ofits election to begin or extend an Extension Period no later than the close ofbusiness on the fifteenth Business Day prior to the applicable Interest PaymentDate.

The indebtednessevidenced by this Debt Security is, to the extent provided in the Indenture,subordinate and junior in right of payment to the prior payment in full of allSenior Indebtedness (as defined in the Indenture), and this Debt Security isissued subject to the provisions of the Indenture with respect thereto.  Each holder of this Debt Security, byaccepting the same, (a) agrees to and shall be bound by such provisions, (b)authorizes and directs the Trustee on such holder’s behalf to take such actionas may be necessary or appropriate to acknowledge or effectuate thesubordination so provided and (c) appoints the Trustee such holder’sattorney-in-fact for any and all such purposes. Each holder hereof, by such holder’s acceptance hereof, hereby waivesall notice of the acceptance of the subordination provisions contained hereinand in the Indenture by each holder of Senior Indebtedness, whether nowoutstanding or hereafter incurred, and waives reliance by each such holder uponsaid provisions.

The Company waives diligence, presentment, demand forpayment, notice of nonpayment, notice of protest, and all other demands andnotices.

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

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

This Debt Security maycontain more than one counterpart of the signature page and this Debt Securitymay be executed and authenticated by the affixing of the signature of a properofficer of the Company, and the signature of the Trustee providingauthentication, to any of such counterpart signature pages.  All of such counterpart signature pages shallbe read as though one, and they shall have the same force and effect as thoughthe Company had executed, and the Trustee had authenticated, a single signaturepage.

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IN WITNESSWHEREOF, the Company has duly executed this certificate.
|        | HF FINANCIAL  CORP. |
|--------|---------------------|
|   |                |
|   |                |
|   | By:                 |   |
|   |                | Name: |
|   |                | Title: |

 

Dated:                                                  ,         

CERTIFICATE OFAUTHENTICATION

This certificate represents Debt Securities referredto in the within-mentioned Indenture.
|   | WILMINGTON TRUST COMPANY,  not in its individual capacity but solely as  the Trustee |
|--------|--------------------------------------------------------------------------------------|
|   |                                                                                 |
|   |                                                                                 |
|   | By:                                                                                  |   |   |
|   |                                                                                 | Authorized  Officer |   |

 

Dated:                                                  ,         

A-8

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[FORM OF REVERSEOF SECURITY]

This Debt Security is oneof a duly authorized series of debt securities of the Company (collectively,the “Debt Securities”), all issued or to be issued pursuant to an Indenture(the “Indenture”), dated as of December 7, 2006, duly executed and deliveredbetween the Company and Wilmington Trust Company, as Trustee (the “Trustee”),to which Indenture and all indentures supplemental thereto reference is herebymade for a description of the rights, limitations of rights, obligations,duties and immunities thereunder of the Trustee, the Company and the holders ofthe Debt Securities of which this Debt Security is a part.

Upon the occurrence andcontinuation of a Tax Event, an Investment Company Event or a Capital TreatmentEvent (each, a “Special Event”), the Company shall have the right to redeemthis Debt Security, at its option, in whole with all other Debt Securities butnot in part, at any time, within 90 days following the occurrence of suchSpecial Event (the “Special Redemption Date”), at the Special Redemption Price(as defined herein).

The Company shall alsohave the right to redeem this Debt Security at its option, in whole or (providedthat all accrued and unpaid interest has been paid on all Debt Securities forall Interest Periods terminating on or prior to such date) from time to time inpart, on any Interest Payment Date on or after March 1, 2012 (each, an“Optional Redemption Date”), at the Optional Redemption Price (as definedherein).

Any redemption pursuantto the preceding two paragraphs will be made, subject to receipt by the Companyof prior approval from the Office of Thrift Supervision (the “OTS”) if thenrequired under applicable capital guidelines or policies of the OTS, upon notless than 30 days’ nor more than 60 days’ prior written notice.  If the Debt Securities are only partiallyredeemed by the Company, the Debt Securities will be redeemed pro rata or byany other method utilized by the Trustee. In the event of redemption of this Debt Security in part only, a newDebt Security or Debt Securities for the unredeemed portion hereof will beissued in the name of the holder hereof upon the cancellation hereof.

“Optional RedemptionPrice” means an amount in cash equal to 100% of the principal amount of thisDebt Security being redeemed plus unpaid interest accrued thereon to therelated Optional Redemption Date.

“Special RedemptionPrice” means, with respect to the redemption of this Debt Security following aSpecial Event, an amount in cash equal to 103.30% of the principal amount ofthis Debt Security to be redeemed prior to March 1, 2008 and thereafter equalto the percentage of the principal amount of this Debt Security that isspecified below for the Special Redemption Date plus, in each case, unpaidinterest accrued thereon to the Special Redemption Date:

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| Special Redemption  During the 12-Month |   |                           |
|-----------------------------------------|--------|--------------------------------|
| Period Beginning March 1,               |   | Percentage of Principal Amount |
|                                    |   |                           |
| 2008                                    |   | 102.64%                        |
|                                    |   |                           |
| 2009                                    |   | 101.98%                        |
|                                    |   |                           |
| 2010                                    |   | 101.32%                        |
|                                    |   |                           |
| 2011                                    |   | 100.66%                        |
|                                    |   |                           |
| 2012 and thereafter                     |   | 100.00%                        |

 

In case an Event ofDefault, as defined in the Indenture, shall have occurred and be continuing,the principal of all of the Debt Securities may be declared, and, in certaincases, shall ipsofacto become, due and payable, and upon anysuch declaration of acceleration shall become due and payable, in each case, inthe manner, with the effect and subject to the conditions provided in theIndenture.

The Indenture containsprovisions permitting the Company and the Trustee, with the consent of theholders of a majority in aggregate principal amount of the Debt Securities atthe time outstanding affected thereby, as specified in the Indenture, toexecute supplemental indentures for the purpose of adding any provisions to orchanging in any manner or eliminating any of the provisions of the Indenture orof any supplemental indenture or of modifying in any manner the rights of theholders of the Debt Securities; provided, however, that no suchsupplemental indenture shall, among other things, without the consent of theholders of each Debt Security then outstanding and affected thereby (i) changethe Maturity Date of any Debt Security, or reduce the principal amount thereofor any premium thereon, or reduce the rate (or manner of calculation of therate) or extend the time of payment of interest thereon, or reduce (other thanas a result of the maturity or earlier redemption of any such Debt Security inaccordance with the terms of the Indenture and such Debt Security) or increasethe aggregate principal amount of Debt Securities then outstanding, or changeany of the redemption provisions, or make the principal thereof or any interestor premium thereon payable in any coin or currency other than United StatesDollars, or impair or affect the right of any holder to institute suit forpayment thereof, or (ii) reduce the aforesaid percentage of Debt Securities theholders of which are required to consent to any such supplementalindenture.  The Indenture also containsprovisions permitting the holders of a majority in aggregate principal amountof the Debt Securities at the time outstanding, on behalf of the holders of allthe Debt Securities, to waive any past default in the performance of any of thecovenants contained in the Indenture, or established pursuant to the Indenture,and its consequences, except (a) a default in payments due in respect of any ofthe Debt Securities, (b) in respect of covenants or provisions of the Indenturewhich cannot be modified or amended without the consent of the holder of eachDebt Security affected, or (c) in respect of the covenants of the Companyrelating to its ownership of Common Securities of the Trust.  Any such consent or waiver by the holder ofthis Debt Security (unless revoked as provided in the Indenture) shall beconclusive and binding upon such holder and upon

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all future holders and owners of this Debt Securityand of any Debt Security issued in exchange herefor or in place hereof (whetherby registration of transfer or otherwise), irrespective of whether or not anynotation of such consent or waiver is made upon this Debt Security.

No reference herein tothe Indenture and no provision of this Debt Security or of the Indenture shallalter or impair the obligation of the Company, which is absolute andunconditional, to make all payments due on this Debt Security at the time andplace and at the rate and in the money herein prescribed.

As provided in theIndenture and subject to certain limitations herein and therein set forth, thisDebt Security is transferable by the holder hereof on the Debt SecurityRegister (as defined in the Indenture) of the Company, upon surrender of thisDebt Security for registration of transfer at the office or agency of theTrustee in Wilmington, Delaware, or at any other office or agency of theCompany in Wilmington, Delaware or Pierre, South Dakota, accompanied by awritten instrument or instruments of transfer in form satisfactory to theCompany or the Trustee duly executed by the holder hereof or such holder’sattorney duly authorized in writing, and thereupon one or more new Debt Securitiesof authorized denominations and for the same aggregate principal amount will beissued to the designated transferee or transferees.  No service charge will be made for any suchregistration of transfer, but the Company or the Trustee may require payment ofa sum sufficient to cover any tax, fee or other governmental charge payable inrelation thereto as specified in the Indenture.

Prior to due presentmentfor registration of transfer of this Debt Security, the Company, the Trustee,any Authenticating Agent, any Paying Agent, any transfer agent and the DebtSecurity registrar may deem and treat the holder hereof as the absolute ownerhereof (whether or not this Debt Security shall be overdue and notwithstandingany notice of ownership or writing hereon) for the purpose of receiving paymentof the principal of and premium, if any, and interest on this Debt Security andfor all other purposes, and none of the Company, the Trustee, anyAuthenticating Agent, any Paying Agent, any transfer agent or any Debt Securityregistrar shall be affected by any notice to the contrary.

As provided in theIndenture and subject to certain limitations herein and therein set forth, DebtSecurities are exchangeable for a like aggregate principal amount of DebtSecurities of different authorized denominations, as requested by the holdersurrendering the same.

The Debt Securities are issuable only in registeredcertificated form without coupons.

No recourse shall be hadfor the payment of the principal of or premium, if any, or interest on thisDebt Security, or for any claim based hereon, or otherwise in respect hereof,or based on or in respect of the Indenture, against any incorporator,stockholder, officer, director, employee or agent, past, present or future, assuch, of the Company or of any predecessor or successor corporation of theCompany, whether by virtue of any constitution, statute or rule of law, or bythe enforcement of any assessment or penalty or otherwise, all such liabilitybeing, by the acceptance hereof and as part of the consideration for theissuance hereof, expressly waived and released.

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All terms used but not defined in this Debt Securityshall have the meanings assigned to them in the Indenture.

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

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EXHIBIT B

FORM OFCERTIFICATE OF OFFICER OF THE COMPANY

Pursuant to Section 3.05 of the Indenture, dated as ofDecember 7, 2006 (as amended or supplemented from time to time, the “Indenture”),between HF Financial Corp., as issuer (the “Company”), and Wilmington TrustCompany, as trustee, the undersigned certifies that he/she is a [principalexecutive officer, principal financial officer or principal accounting officer]of the Company and in the course of the performance by the undersigned ofhis/her duties as an officer of the Company, the undersigned would normallyhave knowledge of any default by the Company in the performance of anycovenants contained in the Indenture, and the undersigned hereby furthercertifies that he/she has no knowledge of any default for the fiscal yearending on                      ,20      [, except as follows: *specify each such default and the nature thereof*].

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

IN WITNESSWHEREOF, the undersigned has executed this Certificate as of                         ,20        .
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|        | Name:  |
|   | Title: |

 

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