**Exhibit 10.11**

** **

**1ST PACIFIC BANK OF CALIFORNIA,as Issuer**

 

**INDENTURE**

**Dated as of March 31, 2005**

 

**WILMINGTON TRUST COMPANY,as Trustee**

 

**FLOATING RATE JUNIOR SUBORDINATED DEBENTURES**

**DUE 2020**

** **

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**TABLE OF CONTENTS**
|                                                                                  | ** **                                                                      | ** ** | **Page**   |
|----------------------------------------------------------------------------------|---------------------------------------------------------------------------------|------------|------------|
|                                                                             |                                                                            |       |       |
| ARTICLE I. DEFINITIONS                                                           |                                                                            | 1          |
|                                                                             |                                                                            |       |
| Section 1.1.                                                                     | Definitions                                                                     |       | 1          |
|                                                                             |                                                                            |       |       |
| ARTICLE II. DEBENTURES                                                           |                                                                            | 5          |
|                                                                             |                                                                            |       |       |
| Section 2.1.                                                                     | Authentication and Dating                                                       |       | 5          |
| Section 2.2.                                                                     | Form of Trustee’s Certificate of Authentication                            |       | 5          |
| Section 2.3.                                                                     | Form and Denomination of Debentures                                             |       | 6          |
| Section 2.4.                                                                     | Execution of Debentures                                                         |       | 6          |
| Section 2.5.                                                                     | Exchange and Registration of Transfer of Debentures                             |       | 6          |
| Section 2.6.                                                                     | Mutilated, Destroyed, Lost or Stolen Debentures                                 |       | 8          |
| Section 2.7.                                                                     | Temporary Debentures                                                            |       | 9          |
| Section 2.8.                                                                     | Payment of Interest and Additional Interest                                     |       | 9          |
| Section 2.9.                                                                     | Cancellation of Debentures Paid, etc                                            |       | 11         |
| Section 2.10.                                                                    | Computation of Interest Rate                                                    |       | 11         |
| Section 2.11.                                                                    | CUSIP Numbers                                                                   |       | 12         |
| Section 2.12.                                                                    | Regulation S Compliance                                                         | ** ** | ** ** |
|                                                                             |                                                                            | ** ** | ** ** |
| ARTICLE III. PARTICULAR COVENANTS OF THE BANK                                    |                                                                            | 12         |
|                                                                             |                                                                            |       |       |
| Section 3.1.                                                                     | Payment of Principal, Premium and Interest; Agreed  Treatment of the Debentures |       | 12         |
| Section 3.2.                                                                     | Offices for Notices and Payments, etc                                           |       | 13         |
| Section 3.3.                                                                     | Appointments to Fill Vacancies in Trustee’s Office                         |       | 13         |
| Section 3.4.                                                                     | Provision as to Paying Agent                                                    |       | 13         |
| Section 3.5.                                                                     | Certificate to Trustee                                                          |       | 14         |
| Section 3.6.                                                                     | Compliance with Consolidation Provisions                                        |       | 14         |
| Section 3.7.                                                                     | Limitation on Dividends                                                         |       | 14         |
| Section 3.8.                                                                     | Federal Regulatory Approval Required                                            |       | 15         |
|                                                                             |                                                                            |       |       |
| ARTICLE IV. SECURITYHOLDERS’ LISTS AND REPORTS BY  THE BANK AND THE TRUSTEE |                                                                            | 15         |
|                                                                             |                                                                            |       |       |
| Section 4.1.                                                                     | Securityholders’ Lists                                                     |       | 15         |
| Section 4.2.                                                                     | Preservation and Disclosure of Lists                                            |       | 15         |
|                                                                             |                                                                            |       |       |
| ARTICLE V. REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS  UPON AN EVENT OF DEFAULT |                                                                            | 16         |
|                                                                             |                                                                            |       |       |
| Section 5.1.                                                                     | Events of Default                                                               |       | 16         |
| Section 5.2.                                                                     | Acceleration of Maturity; Rescission and Annulment                              |       | 17         |
| Section 5.3.                                                                     | Defaults                                                                        |       | 17         |
| Section 5.4.                                                                     | Trustee May File Proof of Claims                                                |       | 18         |
| Section 5.5.                                                                     | Application of Moneys Collected by Trustee                                      |       | 19         |
| Section 5.6.                                                                     | Proceedings by Securityholders                                                  |       | 19         |
| Section 5.7.                                                                     | Proceedings by Trustee                                                          |       | 20         |
| Section 5.8.                                                                     | Remedies Cumulative and Continuing; Delay or  Omission Not a Waiver             |       | 20         |

 

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| Section 5.9.                                 | Direction of Proceedings and Waiver of Defaults by  Majority of Securityholders                |   | 20     |
|----------------------------------------------|------------------------------------------------------------------------------------------------|--------|--------|
| Section 5.10.                                | Notice of Defaults                                                                             |   | 21     |
| Section 5.11.                                | Undertaking to Pay Costs                                                                       |   | 21     |
|                                         |                                                                                           |   |   |
| ARTICLE VI. CONCERNING THE TRUSTEE           |                                                                                           | 21     |
|                                         |                                                                                           |   |   |
| Section 6.1.                                 | Duties and Responsibilities of Trustee                                                         |   | 21     |
| Section 6.2.                                 | Reliance on Documents, Opinions, etc                                                           |   | 22     |
| Section 6.3.                                 | No Responsibility for Recitals, etc                                                            |   | 23     |
| Section 6.4.                                 | Trustee, Authenticating Agent, Paying Agents,  Transfer Agents or Registrar May Own Debentures |   | 23     |
| Section 6.5.                                 | Moneys to be Held in Trust                                                                     |   | 23     |
| Section 6.6.                                 | Compensation and Expenses of Trustee                                                           |   | 24     |
| Section 6.7.                                 | Officers’ Certificate as Evidence                                                         |   | 24     |
| Section 6.8.                                 | Eligibility of Trustee                                                                         |   | 24     |
| Section 6.9.                                 | Resignation or Removal of Trustee                                                              |   | 25     |
| Section 6.10.                                | Acceptance by Successor Trustee                                                                |   | 26     |
| Section 6.11.                                | Succession by Merger, etc                                                                      |   | 27     |
| Section 6.12.                                | Authenticating Agents                                                                          |   | 27     |
|                                         |                                                                                           |   |   |
| ARTICLE VII. CONCERNING THE SECURITYHOLDERS  |                                                                                           | 28     |
|                                         |                                                                                           |   |   |
| Section 7.1.                                 | Action by Securityholders                                                                      |   | 28     |
| Section 7.2.                                 | Proof of Execution by Securityholders                                                          |   | 28     |
| Section 7.3.                                 | Who Are Deemed Absolute Owners                                                                 |   | 29     |
| Section 7.4.                                 | Debentures Owned by Bank Deemed Not Outstanding                                                |   | 29     |
| Section 7.5.                                 | Revocation of Consents; Future Holders Bound                                                   |   | 29     |
|                                         |                                                                                           |   |   |
| ARTICLE VIII. SECURITYHOLDERS’ MEETINGS |                                                                                           | 29     |
|                                         |                                                                                           |   |   |
| Section 8.1.                                 | Purposes of Meetings                                                                           |   | 29     |
| Section 8.2.                                 | Call of Meetings by Trustee                                                                    |   | 30     |
| Section 8.3.                                 | Call of Meetings by Bank or Securityholders                                                    |   | 30     |
| Section 8.4.                                 | Qualifications for Voting                                                                      |   | 30     |
| Section 8.5.                                 | Regulations                                                                                    |   | 30     |
| Section 8.6.                                 | Voting                                                                                         |   | 31     |
| Section 8.7.                                 | Quorum; Actions                                                                                |   | 31     |
|                                         |                                                                                           |   |   |
| ARTICLE IX. SUPPLEMENTAL INDENTURES          |                                                                                           | 32     |
|                                         |                                                                                           |   |   |
| Section 9.1.                                 | Supplemental Indentures without Consent of  Securityholders                                    |   | 32     |
| Section 9.2.                                 | Supplemental Indentures with Consent of  Securityholders                                       |   | 33     |
| Section 9.3.                                 | Effect of Supplemental Indentures                                                              |   | 33     |
| Section 9.4.                                 | Notation on Debentures                                                                         |   | 34     |
| Section 9.5.                                 | Evidence of Compliance of Supplemental Indenture to  be Furnished to Trustee                   |   | 34     |
|                                         |                                                                                           |   |   |
| ARTICLE X. REDEMPTION OF SECURITIES          |                                                                                           | 34     |
|                                         |                                                                                           |   |   |
| Section 10.1.                                | Optional Redemption                                                                            |   | 34     |
| Section 10.2.                                | Notice of Redemption; Selection of Debentures                                                  |   | 34     |
| Section 10.3.                                | Payment of Debentures Called for Redemption                                                    |   | 35     |

 

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| ARTICLE XI. CONSOLIDATION, MERGER, SALE,  CONVEYANCE AND LEASE                 |                                                   | 35     |
|--------------------------------------------------------------------------------|--------------------------------------------------------|--------|
|                                                                           |                                                   |   |   |
| Section 11.1.                                                                  | Bank May Consolidate, etc., on Certain Terms           |   | 35 |
| Section 11.2.                                                                  | Successor Entity to be Substituted                     |   | 35 |
| Section 11.3.                                                                  | Opinion of Counsel to be Given to Trustee              |   | 36 |
|                                                                           |                                                   |   |   |
| ARTICLE XII. SATISFACTION AND DISCHARGE OF INDENTURE                           |                                                   | 36     |
|                                                                           |                                                   |   |   |
| Section 12.1.                                                                  | Discharge of Indenture                                 |   | 36 |
| Section 12.2.                                                                  | Deposited Moneys to be Held in Trust by Trustee        |   | 37 |
| Section 12.3.                                                                  | Paying Agent to Repay Moneys Held                      |   | 37 |
| Section 12.4.                                                                  | Return of Unclaimed Moneys                             |   | 37 |
|                                                                           |                                                   |   |   |
| ARTICLE XIII. IMMUNITY OF INCORPORATORS,  STOCKHOLDERS, OFFICERS AND DIRECTORS |                                                   | 37     |
|                                                                           |                                                   |   |
| Section 13.1.                                                                  | Indenture and Debentures Solely Corporate  Obligations |   | 37 |
|                                                                           |                                                   |   |   |
| ARTICLE XIV. MISCELLANEOUS PROVISIONS                                          |                                                   | 37     |
|                                                                           |                                                   |   |   |
| Section 14.1.                                                                  | Successors                                             |   | 37 |
| Section 14.2.                                                                  | Official Acts by Successor Entity                      |   | 37 |
| Section 14.3.                                                                  | Surrender of Bank Powers                               |   | 37 |
| Section 14.4.                                                                  | Addresses for Notices, etc                             |   | 38 |
| Section 14.5.                                                                  | Governing Law                                          |   | 38 |
| Section 14.6.                                                                  | Evidence of Compliance with Conditions Precedent       |   | 38 |
| Section 14.7.                                                                  | Table of Contents, Headings, etc                       |   | 38 |
| Section 14.8.                                                                  | Execution in Counterparts                              |   | 38 |
| Section 14.9.                                                                  | Separability                                           |   | 38 |
| Section 14.10.                                                                 | Assignment                                             |   | 38 |
|                                                                           |                                                   |   |   |
| ARTICLE XV. SUBORDINATION OF DEBENTURES                                        |                                                   | 39     |
|                                                                           |                                                   |   |   |
| Section 15.1.                                                                  | Agreement to Subordinate                               |   | 39 |
| Section 15.2.                                                                  | Default on Senior Indebtedness                         |   | 39 |
| Section 15.3.                                                                  | Liquidation, Dissolution, Bankruptcy                   |   | 39 |
| Section 15.4.                                                                  | Subrogation                                            |   | 40 |
| Section 15.5.                                                                  | Trustee to Effectuate Subordination                    |   | 41 |
| Section 15.6.                                                                  | Notice by the Bank                                     |   | 41 |
| Section 15.7.                                                                  | Rights of the Trustee; Holders of Senior  Indebtedness |   | 42 |
| Section 15.8.                                                                  | Subordination May Not Be Impaired                      |   | 42 |
|                                                                           |                                                   |   |   |
| Exhibit A                                                                      | Form of Floating Rate Junior Subordinated Debenture    |   |   |
|                                                                                |                                                        |        |  |  |

 

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THISINDENTURE, dated as of March 31, 2005, between 1st Pacific Bank of California,a member bank organized under the laws of California (the “Bank”), andWilmington Trust Company, a Delaware banking corporation, as debenture trustee(the “Trustee”).

WITNESSETH:

WHEREAS,for its lawful corporate purposes, the Bank has duly authorized the issuance ofits Floating Rate Junior Subordinated Debentures due 2020 (the “Debentures”)under this Indenture to provide, among other things, for the execution andauthentication, delivery and administration thereof, and the Bank has dulyauthorized the execution of this Indenture; and

WHEREAS, all acts and thingsnecessary to make this Indenture a valid agreement according to its terms, havebeen done and performed;

NOW, THEREFORE, This Indenture Witnesseth:

Inconsideration of the premises, and the purchase of the Debentures by theholders thereof, the Bank covenants and agrees with the Trustee for the equaland proportionate benefit of the respective holders from time to time of theDebentures as follows:

**ARTICLE I.DEFINITIONS**

**Section 1.1.           Definitions**.  Theterms defined in this Section 1.1 (except as herein otherwise expresslyprovided or unless the context otherwise requires) for all purposes of thisIndenture and of any indenture supplemental hereto shall have the respectivemeanings specified in this Section 1.1. All accounting terms used herein and not expressly defined shall havethe meanings assigned to such terms in accordance with generally acceptedaccounting principles and the term “generally accepted accounting principles”means such accounting principles as are generally accepted in the United Statesat the time of any computation.  Thewords “herein,” “hereof” and “hereunder” and other words of similar import referto this Indenture as a whole and not to any particular Article, Section orother subdivision.

“AdditionalInterest” means interest, if any, that shall accrue on any interest on theDebentures the payment of which has not been made on the applicable InterestPayment Date and which shall accrue at the Interest Rate, compounded quarterly(to the extent permitted by law).

“Affiliate” has thesame meaning as given to that term in Rule 405 of the Securities Act or anysuccessor rule thereunder.

“Authenticating Agent”means any agent or agents of the Trustee which at the time shall be appointedand acting pursuant to Section 6.12.

“Bank” means 1stPacific Bank of California, a member bank organized under the laws ofCalifornia and, subject to the provisions of Article XI, shall include itssuccessors and assigns.

“Bankruptcy Law”means Title 11, U.S. Code, or any similar federal or state law for the reliefof debtors.

“Board of Directors”means the board of directors or the executive committee or any other dulyauthorized designated officers of the Bank.

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“BoardResolution” means a copy of a resolution certified by the Secretary or anAssistant Secretary of the Bank to have been duly adopted by the Board ofDirectors and to be in full force and effect on the date of such certificationand delivered to the Trustee.

“BusinessDay” means any day other than a Saturday, Sunday or any other day on whichbanking institutions in New York City or Wilmington, Delaware are permitted orrequired by any applicable law or executive order to close.

“Certificate” means acertificate signed by any one of the principal executive officer, the principalfinancial officer or the principal accounting officer of the Bank.

“Coupon Rate” has the meaning set forth in Section 2.8.

“Debenture” or “Debentures”means a Temporary Debenture or a Permanent Debenture, as applicable.

“Debenture Register” has the meaning specified in Section 2.5.

“Default” means anyevent, act or condition that with notice or lapse of time, or both, wouldconstitute an Event of Default.

“Defaulted Interest” has the meaning set forth in Section 2.8.

“DistributionPeriod” means (i) with respect to interest paid on the first InterestPayment Date, the period beginning on (and including) the date of originalissuance and ending on (but excluding) the Interest Payment Date in June 2005and (ii) thereafter, with respect to interest paid on each successive InterestPayment Date, the period beginning on (and including) the preceding InterestPayment Date and ending on (but excluding) such current Interest Payment Date.

“Determination Date” has the meaning set forth in Section 2.10.

“Event of Default”means any event specified in Section 5.1, continued for the period of time, ifany, and after the giving of the notice, if any, therein designated.

“FDIC”means the Federal Deposit Insurance Corporation and any successor federalagency that is primarily responsible for insuring the deposit accounts of banksor supervising state banks that are not members of the Federal Reserve.

“FederalReserve” means the Board of Governors of the Federal Reserve System, or itsdesignated district bank, as applicable, and any successor federal agency thatis primarily responsible for regulating the activities of bank holdingcompanies and state member banks.

“Indenture” meansthis instrument as originally executed or, if amended or supplemented as hereinprovided, as so amended or supplemented, or both.

“InterestPayment Date” means March 15, June 15, September 15 and December 15 of eachyear during the term of this Indenture, or if such day is not a Business Day,then the next succeeding Business Day, commencing in June 2005.

“InterestRate” means for the Distribution Period beginning on (and including) thedate of original issuance and ending on (but excluding) the Interest PaymentDate in June 2005 the rate per annum of 4.90%, and for each Distribution Periodbeginning on or after the Interest Payment Date in June 2005, the Coupon Ratefor such Distribution Period.

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“Maturity Date” means June 15, 2020.

“MemberBank Securities Laws” means the federal laws applicable to state nonmemberbanks (12 U.S.C. 221 et seq.), as amended from time to time or any successorlegislation, and the regulations promulgated thereunder, including 12 C.F.R.Part 208.

“Officers’Certificate” means a certificate signed by the Chairman of the Board, theChief Executive Officer, the Vice Chairman, the President, any ManagingDirector or any Vice President, and by the Treasurer, an Assistant Treasurer,the Comptroller, an Assistant Comptroller, the Secretary or an AssistantSecretary of the Bank, and delivered to the Trustee.  Each such certificate shall include thestatements provided for in Section 14.6 if and to the extent required by theprovisions of such Section.

“Opinionof Counsel” means an opinion in writing signed by legal counsel, who may bean employee of or counsel to the Bank, or may be other counsel reasonablysatisfactory to the Trustee.  Each suchopinion shall include the statements provided for in Section 14.6 if and to theextent required by the provisions of such Section.

Theterm “outstanding,” when used with reference to Debentures, means,subject to the provisions of Section 7.4, as of any particular time, allDebentures authenticated and delivered by the Trustee or the AuthenticatingAgent under this Indenture, except:

(a)          Debentures theretofore canceledby the Trustee or the Authenticating Agent or delivered to the Trustee forcancellation;

(b)           Debentures, orportions thereof, for the payment or redemption of which moneys in thenecessary amount shall have been deposited in trust with the Trustee or withany paying agent (other than the Bank) or shall have been set aside andsegregated in trust by the Bank (if the Bank shall act as its own payingagent); provided, however, that, if such Debentures, or portionsthereof, are to be redeemed prior to maturity thereof, notice of suchredemption shall have been given as provided in Section 10.3 or provisionsatisfactory to the Trustee shall have been made for giving such notice; and

(c)           Debentures paidpursuant to Section 2.6 or in lieu of or in substitution for which otherDebentures shall have been authenticated and delivered pursuant to the terms ofSection 2.6 unless proof satisfactory to the Bank and the Trustee is presentedthat any such Debentures are held by bona fide holders in due course.

“Person”means any individual, corporation, limited liability company, partnership,joint venture, association, joint-stock company, trust, unincorporatedorganization or government or any agency or political subdivision thereof.

“PredecessorSecurity” of any particular Debenture means every previous Debentureevidencing all or a portion of the same debt as that evidenced by suchparticular Debenture; and, for purposes of this definition, any Debentureauthenticated and delivered under Section 2.6 in lieu of a lost, destroyed orstolen Debenture shall be deemed to evidence the same debt as the lost,destroyed or stolen Debenture.

“PrincipalOffice of the Trustee,” or other similar term, means the office of theTrustee, at which at any particular time its corporate trust business shall beprincipally administered, which at the time of the execution of this Indentureshall be Rodney Square North, 1100 North Market Street, Wilmington,Delaware  19890-1600, Attention:  Corporate Trust Administration.

“Redemption Date” has the meaning set forth in Section 10.1.

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“RedemptionPrice” means 100% of the principal amount of the Debentures being redeemed,plus accrued and unpaid interest (including any Additional Interest) on suchDebentures to the Redemption Date.

“ResponsibleOfficer” means, with respect to the Trustee, any officer within thePrincipal Office of the Trustee, including any vice-president, any assistantvice-president, any secretary, any assistant secretary, the treasurer, anyassistant treasurer, any trust officer or other officer of the Principal TrustOffice of the Trustee customarily performing functions similar to thoseperformed by any of the above designated officers and also means, with respectto a particular corporate trust matter, any other officer to whom such matteris referred because of that officer’s knowledge of and familiarity with theparticular subject.

“Securities Act”means the Securities Act of 1933, as amended from time to time or any successorlegislation.

“Securityholder,”“holder of Debentures,” or other similar terms, means any Person in whose nameat the time a particular Debenture is registered on the register kept by theBank or the Trustee for that purpose in accordance with the terms hereof.

“SeniorIndebtedness” means, with respect to the Bank, all claims (including postdefault interest in the case of liquidation of the Bank) against the Bank,incurred, assumed or guaranteed by the Bank, having the same priority as theBank’s obligations to its depositors, its obligations under bankers’acceptances and letters of credit, and its obligations to any other creditors(including its obligations to the Federal Reserve, FDIC, and any rights acquiredby the FDIC as a result of loans made by the FDIC to the Bank or the purchaseor guarantee of any of its assets by the FDIC pursuant to the provisions of 12USC §1823(c), (d) or (e)), whether now outstanding or hereafter incurred, orany higher priority, and the principal, premium, if any, and interest inrespect thereof, whether incurred on or prior to the date of this Indenture orthereafter incurred.  Notwithstanding theforegoing, “Senior Indebtedness” shall not include Debentures issued pursuantto this Indenture or obligations with respect to which in the instrumentcreating or evidencing the same, or pursuant to which the same is outstanding,it is provided that such obligations are *paripassu*, junior or otherwise not superior in right of payment to theDebentures.  Senior Indebtedness shallcontinue to be Senior Indebtedness and be entitled to the subordinationprovisions irrespective of any amendment, modification or waiver of any term ofsuch Senior Indebtedness.

“Subsidiary”means with respect to any Person, (i) any corporation at least a majority ofthe outstanding voting stock of which is owned, directly or indirectly, by suchPerson or by one or more of its Subsidiaries, or by such Person and one or moreof its Subsidiaries, (ii) any general partnership, joint venture or similarentity, at least a majority of the outstanding partnership or similar interestsof which shall at the time be owned by such Person, or by one or more of itsSubsidiaries, or by such Person and one or more of its Subsidiaries and (iii)any limited partnership of which such Person or any of its Subsidiaries is ageneral partner.  For the purposes ofthis definition, “voting stock” means shares, interests, participations orother equivalents in the equity interest (however designated) in such Personhaving ordinary voting power for the election of a majority of the directors(or the equivalent) of such Person, other than shares, interests,participations or other equivalents having such power only by reason of theoccurrence of a contingency.

“3-Month LIBOR” has the meaning set forth in Section 2.10.

“Telerate Page 3750” has the meaning set forth in Section 2.10.

“Trustee” meansWilmington Trust Company, and, subject to the provisions of Article VI hereof,shall also include its successors and assigns as Trustee hereunder.

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**ARTICLE II.DEBENTURES**

**Section 2.1.           Authenticationand Dating. **Upon the execution and delivery of thisIndenture, or from time to time thereafter, Debentures in an aggregateprincipal amount not in excess of $5,000,000.00 may be executed and deliveredby the Bank to the Trustee for authentication, and the Trustee, upon receipt ofa written authentication order from the Bank, shall thereupon authenticate andmake available for delivery said Debentures to or upon the written order of theBank, signed by its Chairman of the Board of Directors, Chief ExecutiveOfficer, Vice Chairman, the President, one of its Managing Directors or one ofits Vice Presidents without any further action by the Bank hereunder.  Notwithstanding anything to the contrarycontained herein, the Trustee shall be fully protected in relying upon theaforementioned authentication order and written order in authenticating anddelivering said Debentures.  Inauthenticating such Debentures, and accepting the additional responsibilitiesunder this Indenture in relation to such Debentures, the Trustee shall beentitled to receive, and (subject to Section 6.1) shall be fully protected inrelying upon:

(a)           a copy of any BoardResolution or Board Resolutions relating thereto and, if applicable, anappropriate record of any action taken pursuant to such resolution, in eachcase certified by the Secretary or an Assistant Secretary of the Bank, as thecase may be; and

(b)           anOpinion of Counsel prepared in accordance with Section 14.6 which shall alsostate:

(1)          that such Debentures, whenauthenticated and delivered by the Trustee and issued by the Bank in each casein the manner and subject to any conditions specified in such Opinion ofCounsel, will constitute valid and legally binding obligations of the Bank,subject to or limited by applicable bankruptcy, insolvency, reorganization,conservatorship, receivership, moratorium and other statutory or decisionallaws relating to or affecting creditors’ rights or the reorganization offinancial institutions (including, without limitation, preference andfraudulent conveyance or transfer laws), heretofore or hereafter enacted or ineffect, affecting the rights of creditors generally; and

(2)          that all laws and requirementsin respect of the execution and delivery by the Bank of the Debentures havebeen complied with and that authentication and delivery of the Debentures bythe Trustee will not violate the terms of this Indenture.

TheTrustee shall have the right to decline to authenticate and deliver anyDebentures under this Section if the Trustee, being advised in writing bycounsel, determines that such action may not lawfully be taken or if aResponsible Officer of the Trustee in good faith shall determine that suchaction would expose the Trustee to personal liability to existing holders.

Thedefinitive Debentures shall be typed, printed, lithographed or engraved onsteel engraved borders or may be produced in any other manner, all asdetermined by the officers executing such Debentures, as evidenced by theirexecution of such Debentures.

**Section2.2.           Form of Trustee’sCertificate of Authentication. **The Trustee’s certificate of authenticationon all Debentures shall be in substantially the following form:

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This is one of theDebentures referred to in the within-mentioned Indenture.
| WILMINGTON TRUST COMPANY, as  Trustee |   |
|---------------------------------------|--------|
|                                  |   |
| By                                    |   |   |
| Authorized  Signer                    |   |
|                                       |        |  |

 

**Section 2.3.           Formand Denomination of Debentures. **The Debentures shall be substantially in theform of Exhibit A attached hereto.  TheDebentures shall be in registered, certificated form without coupons and inminimum denominations of $500,000.00 and any multiple of $1,000.00 in excessthereof.  Any attempted transfer of theDebentures in a block having an aggregate principal amount of less than$500,000.00 shall be deemed to be void and of no legal effect whatsoever.  Any such purported transferee shall be deemednot to be a holder of such Debentures for any purpose, including, but notlimited to the receipt of payments on such Debentures, and such purportedtransferee shall be deemed to have no interest whatsoever in suchDebentures.  The Debentures shall benumbered, lettered, or otherwise distinguished in such manner or in accordancewith such plans as the officers executing the same may determine with theapproval of the Trustee as evidenced by the execution and authenticationthereof.

**Section 2.4.           Executionof Debentures. **The Debentures shall be signed in the nameand on behalf of the Bank by the manual or facsimile signature of its Chairmanof the Board of Directors, Chief Executive Officer, Vice Chairman, President,one of its Managing Directors or one of its Executive Vice Presidents, SeniorVice Presidents or Vice Presidents.  Onlysuch Debentures as shall bear thereon a certificate of authenticationsubstantially in the form herein before recited, executed by the Trustee or theAuthenticating Agent by the manual signature of an authorized signer, shall beentitled to the benefits of this Indenture or be valid or obligatory for anypurpose.  Such certificate by the Trusteeor the Authenticating Agent upon any Debenture executed by the Bank shall beconclusive evidence that the Debenture so authenticated has been dulyauthenticated and delivered hereunder and that the holder is entitled to thebenefits of this Indenture.

Incase any officer of the Bank who shall have signed any of the Debentures shallcease to be such officer before the Debentures so signed shall have beenauthenticated and delivered by the Trustee or the Authenticating Agent, ordisposed of by the Bank, such Debentures nevertheless may be authenticated anddelivered or disposed of as though the Person who signed such Debentures hadnot ceased to be such officer of the Bank; and any Debenture may be signed onbehalf of the Bank by such Persons as, at the actual date of the execution ofsuch Debenture, shall be the proper officers of the Bank, although at the dateof the execution of this Indenture any such person was not such an officer.

Every Debenture shall be dated the date of its authentication.

**Section 2.5.           Exchangeand Registration of Transfer of Debentures. **The Bank shallcause to be kept, at the office or agency maintained for the purpose ofregistration of transfer and for exchange as provided in Section 3.2, aregister (the “Debenture Register”) for the Debentures issued hereunderin which, subject to such reasonable regulations as it may prescribe, the Bankshall provide for the registration and transfer of all Debentures as in thisArticle II provided.  The DebentureRegister shall be in written form or in any other form capable of beingconverted into written form within a reasonable time.

Debenturesto be exchanged may be surrendered at the Principal Office of the Trustee or atany office or agency to be maintained by the Bank for such purpose as providedin Section 3.2, and the Bank shall execute, the Bank or the Trustee shallregister and the Trustee or the Authenticating Agent shall authenticate andmake available for delivery in exchange therefor the Debenture or Debentureswhich the Securityholder making the exchange shall be entitled to receive.  Upon due presentment for registration of

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transfer of any Debenture atthe Principal Office of the Trustee or at any office or agency of the Bankmaintained for such purpose as provided in Section 3.2, the Bank shall execute,the Bank or the Trustee shall register and the Trustee or the AuthenticatingAgent shall authenticate and make available for delivery in the name of thetransferee or transferees a new Debenture for a like aggregate principalamount.  Registration or registration oftransfer of any Debenture by the Trustee or by any agent of the Bank appointedpursuant to Section 3.2, and delivery of such Debenture, shall be deemed tocomplete the registration or registration of transfer of such Debenture.

AllDebentures presented for registration of transfer or for exchange or paymentshall (if so required by the Bank or the Trustee or the Authenticating Agent)be duly endorsed by, or be accompanied by a written instrument or instrumentsof transfer in form satisfactory to the Bank and the Trustee or theAuthenticating Agent duly executed by the holder or his attorney dulyauthorized in writing.

Noservice charge shall be made for any exchange or registration of transfer ofDebentures, but the Bank or the Trustee may require payment of a sum sufficientto cover any tax, fee or other governmental charge that may be imposed inconnection therewith.

The Bank or the Trusteeshall not be required to exchange or register a transfer of any Debenture for aperiod of 15 days next preceding the date of selection of Debentures forredemption.

Notwithstandinganything herein to the contrary, Debentures may not be transferred except incompliance with the restricted securities legend set forth below, unlessotherwise determined by the Bank, upon the advice of counsel expert insecurities law, in accordance with applicable law:

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.

THIS OBLIGATION ISSUBORDINATED TO CLAIMS OF DEPOSITORS, IS UNSECURED, AND IS INELIGIBLE ASCOLLATERAL FOR A LOAN BY THE BANK.

THISSECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED(THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLESECURITIES LAW (INCLUDING 12 U.S.C. 221 ET SEQ. AND 12 C.F.R. PART 208PROMULGATED THEREUNDER (THE “MEMBER BANK SECURITIES LAWS”)) AND NEITHER THISSECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THEABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOTSUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY OTHERAPPLICABLE SECURITIES LAW, INCLUDING THE MEMBER BANK SECURITIES LAWS.  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCEHEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY ONLY (A) TOTHE BANK, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLAREDEFFECTIVE UNDER, AS APPLICABLE, THE SECURITIES ACT OR THE MEMBER BANKSECURITIES LAWS, (C) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS AQUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE144A SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A INACCORDANCE WITH RULE 144A, (D) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTIONIN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S UNDERTHE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THEMEANING OF SUBPARAGRAPH (A) OF RULE 501 UNDER THE SECURITIES ACT THAT ISACQUIRING THIS SECURITY FOR ITS OWN

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ACCOUNT, OR FOR THE ACCOUNTOF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOTWITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION INVIOLATION OF THE SECURITIES ACT OR THE MEMBER BANK SECURITIES LAWS, OR (F)PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTSOF, AS APPLICABLE, THE SECURITIES ACT OR THE MEMBER BANK SECURITIES LAWS,SUBJECT TO THE BANK’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TOREQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHERINFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OFWHICH MAY BE OBTAINED FROM THE BANK.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES,REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUALRETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THEEMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ORSECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)(EACH A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BYREASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING “PLANASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THE SECURITIES OR ANY INTEREST THEREIN,UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR EXEMPTIVE RELIEF AVAILABLEUNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23,95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE ANDHOLDING OF THIS SECURITY IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING.  ANY PURCHASER OR HOLDER OF THE SECURITIES ORANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE ANDHOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THEMEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODEIS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEEBENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANYEMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASEWILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA ORSECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY ORADMINISTRATIVE EXEMPTION.

THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKSHAVING AN AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $500,000.00 AND MULTIPLESOF $1,000.00 IN EXCESS THEREOF.  ANYATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING AN AGGREGATE PRINCIPALAMOUNT OF LESS THAN $500,000.00 SHALL BE DEEMED TO BE VOID AND OF NO LEGALEFFECT WHATSOEVER.

THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THEFOREGOING RESTRICTIONS.

**Section 2.6.           Mutilated,Destroyed, Lost or Stolen Debentures. **In case anyDebenture shall become mutilated or be destroyed, lost or stolen, the Bankshall execute, and upon its written request the Trustee shall authenticate anddeliver, a new Debenture bearing a number not contemporaneously outstanding, inexchange and substitution for the mutilated Debenture, or in lieu of and insubstitution for the Debenture so destroyed, lost or stolen.  In every case the applicant for a substitutedDebenture shall furnish to the Bank and the Trustee such security or indemnityas may be required by them to save each of them harmless, and, in every case ofdestruction, loss or theft, the applicant shall also furnish to the Bank

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and the Trustee evidence totheir satisfaction of the destruction, loss or theft of such Debenture and ofthe ownership thereof.

TheTrustee may authenticate any such substituted Debenture and deliver the sameupon the written request or authorization of any officer of the Bank.  Upon the issuance of any substitutedDebenture, the Bank 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 Debenture which has matured or is about to mature or hasbeen called for redemption in full shall become mutilated or be destroyed, lostor stolen, the Bank may, instead of issuing a substitute Debenture, pay orauthorize the payment of the same (without surrender thereof except in the caseof a mutilated Debenture) if the applicant for such payment shall furnish tothe Bank and the Trustee such security or indemnity as may be required by themto save each of them harmless and, in case of destruction, loss or theft,evidence satisfactory to the Bank and to the Trustee of the destruction, loss ortheft of such Debenture and of the ownership thereof.

Everysubstituted Debenture issued pursuant to the provisions of this Section 2.6 byvirtue of the fact that any such Debenture is destroyed, lost or stolen shallconstitute an additional contractual obligation of the Bank, whether or not thedestroyed, lost or stolen Debenture shall be found at any time, and shall beentitled to all the benefits of this Indenture equally and proportionately withany and all other Debentures duly issued hereunder.  All Debentures shall be held and owned uponthe express condition that, to the extent permitted by applicable law, theforegoing provisions are exclusive with respect to the replacement or paymentof mutilated, destroyed, lost or stolen Debentures and shall preclude any andall other rights or remedies notwithstanding any law or statute existing orhereafter enacted to the contrary with respect to the replacement or payment ofnegotiable instruments or other securities without their surrender.

**Section 2.7.           TemporaryDebentures. **Pending the preparation of definitiveDebentures, the Bank may execute and the Trustee shall authenticate and makeavailable for delivery temporary Debentures that are typed, printed orlithographed.  Temporary Debentures shallbe issuable in any authorized denomination, and substantially in the form ofthe definitive Debentures in lieu of which they are issued but with suchomissions, insertions and variations as may be appropriate for temporaryDebentures, all as may be determined by the Bank.  Every such temporary Debenture shall beexecuted by the Bank and be authenticated by the Trustee upon the sameconditions and in substantially the same manner, and with the same effect, asthe definitive Debentures.  Withoutunreasonable delay the Bank will execute and deliver to the Trustee or theAuthenticating Agent definitive Debentures and thereupon any or all temporaryDebentures may be surrendered in exchange therefor, at the principal corporatetrust office of the Trustee or at any office or agency maintained by the Bankfor such purpose as provided in Section 3.2, and the Trustee or theAuthenticating Agent shall authenticate and make available for delivery inexchange for such temporary Debentures a like aggregate principal amount of suchdefinitive Debentures.  Such exchangeshall be made by the Bank at its own expense and without any charge thereforexcept that in case of any such exchange involving a registration of transferthe Bank may require payment of a sum sufficient to cover any tax, fee or othergovernmental charge that may be imposed in relation thereto.  Until so exchanged, the temporary Debenturesshall in all respects be entitled to the same benefits under this Indenture asdefinitive Debentures authenticated and delivered hereunder.

**Section 2.8.           Paymentof Interest and Additional Interest. **Interest atthe Interest Rate and any Additional Interest on any Debenture that is payable,and is punctually paid or duly provided for, on any Interest Payment Date forDebentures shall be paid to the Person in whose name said Debenture (or one ormore Predecessor Securities) is registered at the close of business on theregular record date for such interest installment except that interest and anyAdditional Interest payable on the Maturity Date shall be paid to the Person towhom principal is paid.

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EachDebenture shall bear interest for the period beginning on (and including) thedate of original issuance and ending on (but excluding) the Interest PaymentDate in June 2005 at a rate per annum of 4.90%, and shall bear interest foreach successive Distribution Period beginning on or after the Interest PaymentDate in June 2005 at a rate per annum equal to the 3-Month LIBOR, determined asdescribed in Section 2.10, plus 1.78% (the “Coupon Rate”), applied tothe principal amount thereof, until the principal thereof becomes due andpayable, and on any overdue principal and to the extent that payment of suchinterest is enforceable under applicable law (without duplication) on anyoverdue installment of interest (including Additional Interest) at the InterestRate in effect for each applicable period compounded quarterly.  Interest shall be payable quarterly inarrears on each Interest Payment Date with the first installment of interest tobe paid on the Interest Payment Date in June 2005.

Anyinterest on any Debenture, including Additional Interest, that is payable, butis not punctually paid or duly provided for, on any Interest Payment Date(herein called “Defaulted Interest”) shall forthwith cease to be payableto the registered holder on the relevant regular record date by virtue ofhaving been such holder; and such Defaulted Interest shall be paid by the Bankto the Persons in whose names such Debentures (or their respective PredecessorSecurities) are registered at the close of business on a special record datefor the payment of such Defaulted Interest, which shall be fixed in thefollowing manner: the Bank shall notify the Trustee in writing at least 25 daysprior to the date of the proposed payment of the amount of Defaulted Interestproposed to be paid on each such Debenture and the date of the proposedpayment, and at the same time the Bank shall deposit with the Trustee an amountof money equal to the aggregate amount proposed to be paid in respect of suchDefaulted Interest or shall make arrangements satisfactory to the Trustee forsuch deposit prior to the date of the proposed payment, such money whendeposited to be held in trust for the benefit of the Persons entitled to suchDefaulted Interest as in this clause provided. Thereupon the Trustee shall fix a special record date for the payment ofsuch Defaulted Interest which shall not be more than 15 nor less than 10 daysprior to the date of the proposed payment and not less than 10 days after thereceipt by the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Bank ofsuch special record date and, in the name and at the expense of the Bank, shallcause notice of the proposed payment of such Defaulted Interest and the specialrecord date therefor to be mailed, first class postage prepaid, to eachSecurityholder at its address as it appears in the Debenture Register, not lessthan 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Interest and thespecial record date therefor having been mailed as aforesaid, such DefaultedInterest shall be paid to the Persons in whose names such Debentures (or theirrespective Predecessor Securities) are registered on such special record dateand shall be no longer payable.

TheBank may make payment of any Defaulted Interest on any Debentures in any otherlawful manner after notice given by the Bank to the Trustee of the proposedpayment method; provided, however, the Trustee in its solediscretion deems such payment method to be practical.

TheBank shall not pay any interest on the Debentures while it remains in defaultin the payment of any assessment due to the FDIC or the Federal Reserve; provided,that, if such default is due to a dispute between the Bank and the FDIC or theFederal Reserve over the amount of such assessment, this limitation shall notapply, if the Bank deposits security satisfactory to the FDIC or the FederalReserve for payment upon final determination of the issue.

The term “regular recorddate” as used in this Section shall mean the close of business on the 15thBusiness Day preceding the applicable Interest Payment Date.

Subjectto the foregoing provisions of this Section, each Debenture delivered under thisIndenture upon registration of transfer of or in exchange for or in lieu of anyother Debenture shall carry the rights to interest accrued and unpaid, and toaccrue, that were carried by such other Debenture.

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**Section 2.9.           Cancellationof Debentures Paid, etc. **All Debentures surrendered for the purpose ofpayment, redemption, exchange or registration of transfer, shall, ifsurrendered to the Bank or any paying agent, be surrendered to the Trustee andpromptly canceled by it, or, if surrendered to the Trustee or anyAuthenticating Agent, shall be promptly canceled by it, and no Debentures shallbe issued in lieu thereof except as expressly permitted by any of theprovisions of this Indenture.  AllDebentures canceled by any Authenticating Agent shall be delivered to theTrustee.  The Trustee shall destroy allcanceled Debentures unless the Bank otherwise directs the Trustee inwriting.  If the Bank shall acquire anyof the Debentures, however, such acquisition shall not operate as a redemptionor satisfaction of the indebtedness represented by such Debentures unless anduntil the same are surrendered to the Trustee for cancellation.

**Section 2.10.        Computationof Interest Rate. **The amount of interest payable for eachDistribution Period will be calculated by applying the Interest Rate to theprincipal amount outstanding at the commencement of the Distribution Period onthe basis of the actual number of days in the Distribution Period concerneddivided by 360.  All percentagesresulting from any calculations on the Debentures will be rounded, ifnecessary, to the nearest one hundred-thousandth of a percentage point, withfive one-millionths of a percentage point rounded upward (e.g., 9.876545% (or..09876545) being rounded to 9.87655% (or .0987655), and all dollar amounts usedin or resulting from such calculation will be rounded to the nearest cent (withone-half cent being rounded upward)).

(a)          “3-Month LIBOR” means the Londoninterbank offered interest rate for three-month, U.S. dollar depositsdetermined by the Trustee in the following order of priority:

(1)          the rate (expressed as apercentage per annum) for U.S. dollar deposits having a three-month maturitythat appears on Telerate Page 3750 as of 11:00 a.m. (London time) on therelated Determination Date (as defined below). “Telerate Page 3750” means the display designated as “Page 3750” on theMoneyline Telerate Service or such other page as may replace Page 3750 on thatservice or such other service or services as may be nominated by the BritishBankers’ Association as the information vendor for the purpose of displayingLondon interbank offered rates for U.S. dollar deposits;

(2)          if such rate cannot beidentified on the related Determination Date, the Trustee will request theprincipal London offices of four leading banks in the London interbank marketto provide such banks’ offered quotations (expressed as percentages per annum)to prime banks in the London interbank market for U.S. dollar deposits having athree-month maturity as of 11:00 a.m. (London time) on such DeterminationDate.  If at least two quotations areprovided, 3-Month LIBOR will be the arithmetic mean of such quotations;

(3)          if fewer than two suchquotations are provided as requested in clause (2) above, the Trustee willrequest four major New York City banks to provide such banks’ offeredquotations (expressed as percentages per annum) to leading European banks forloans in U.S. dollars as of 11:00 a.m. (London time) on such DeterminationDate.  If at least two such quotationsare provided, 3-Month LIBOR will be the arithmetic mean of such quotations; and

(4)          if fewer than two suchquotations are provided as requested in clause (3) above, 3-Month LIBOR will bea 3-Month LIBOR determined with respect to the Distribution Period immediatelypreceding such current Distribution Period.

Ifthe rate for U.S. dollar deposits having a three-month maturity that initiallyappears on Telerate Page 3750 as of 11:00 a.m. (London time) on the relatedDetermination Date is superseded on the Telerate Page 3750 by a corrected rateby 12:00 noon (London time) on such Determination Date, then

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the corrected rate as sosubstituted on the applicable page will be the applicable 3-Month LIBOR forsuch Determination Date.

(b)          The Interest Rate for anyDistribution Period will at no time be higher than the maximum rate thenpermitted by New York law as the same may be modified by United States law.

(c)           “Determination Date”means the date that is two London Banking Days (i.e., a business day in whichdealings in deposits in U.S. dollars are transacted in the London interbankmarket) preceding the particular Distribution Period for which a Coupon Rate isbeing determined.

(d)           The Trustee shallnotify the Bank and any securities exchange or interdealer quotation system onwhich the Debentures are listed, of the Coupon Rate and the Determination Datefor each Distribution Period, in each case as soon as practicable after thedetermination thereof but in no event later than the thirtieth (30th) day ofthe relevant Distribution Period. Failure to notify the Bank or any securities exchange or interdealerquotation system, or any defect in said notice, shall not affect the obligationof the Bank to make payment on the Debentures at the applicable CouponRate.  Any error in the calculation ofthe Coupon Rate by the Trustee may be corrected at any time by notice deliveredas above provided.  Upon the request of aholder of a Debenture, the Trustee shall provide the Coupon Rate then in effectand, if determined, the Coupon Rate for the next Distribution Period.

(e)           Subject to thecorrective rights set forth above, all certificates, communications, opinions,determinations, calculations, quotations and decisions given, expressed, madeor obtained for the purposes of the provisions relating to the payment andcalculation of interest on the Debentures by the Trustee will (in the absenceof willful default, bad faith and manifest error) be final, conclusive andbinding on the Bank and all of the holders of the Debentures, and no liabilityshall (in the absence of willful default, bad faith or manifest error) attachto the Trustee in connection with the exercise or non-exercise by either ofthem or their respective powers, duties and discretion.

**Section 2.11.        CUSIPNumbers. **The Bank in issuing the Debentures may use “CUSIP”numbers (if then generally in use), and, if so, the Trustee shall use CUSIPnumbers in notices of redemption as a convenience to Securityholders; provided,however, that any such notice may state that no representation is madeas to the correctness of such numbers either as printed on the Debentures or ascontained in any notice of a redemption and that reliance may be placed only onthe other identification numbers printed on the Debentures, and any such redemptionshall not be affected by any defect in or omission of such numbers.  The Bank will promptly notify the Trustee inwriting of any change in the CUSIP numbers.

**ARTICLE III.PARTICULAR COVENANTS OF THE BANK**

**Section3.1.           Payment of Principal,Premium and Interest; Agreed Treatment of the Debentures.**

(a)           The Bank covenantsand agrees that it will duly and punctually pay or cause to be paid theprincipal of and premium, if any, and interest and any Additional Interest andother payments on the Debentures at the place, at the respective times and inthe manner provided in this Indenture and the Debentures. Each installment ofinterest on the Debentures may be paid (i) by mailing checks for such interestpayable to the order of the holders of Debentures entitled thereto as theyappear on the registry books of the Bank if a request for a wire transfer hasnot been received by the Bank or (ii) by wire transfer to any account with abanking institution located in the United States designated in writing by suchPerson to the paying agent no later than the related record date.

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(b)           The Bank will treatthe Debentures as indebtedness, and the amounts payable in respect of theprincipal amount of such Debentures as interest, for all United States federalincome tax purposes.  All payments inrespect of such Debentures will be made free and clear of United Stateswithholding tax to any beneficial owner thereof that has provided an InternalRevenue Service Form W8 BEN (or any substitute or successor form) establishingits non-United States status for United States federal income tax purposes.

**Section 3.2.           Officesfor Notices and Payments, etc. **So long as any of the Debentures remainoutstanding, the Bank will maintain in Wilmington, Delaware, an office oragency where the Debentures may be presented for payment, an office or agencywhere the Debentures may be presented for registration of transfer and forexchange as in this Indenture provided and an office or agency where noticesand demands to or upon the Bank in respect of the Debentures or of thisIndenture may be served.  The Bank willgive to the Trustee written notice of the location of any such office or agencyand of any change of location thereof. Until otherwise designated from time to time by the Bank in a notice tothe Trustee, or specified as contemplated by Section 2.5, such office or agencyfor all of the above purposes shall be the office or agency of theTrustee.  In case the Bank shall fail tomaintain any such office or agency in Wilmington, Delaware, or shall fail togive such notice of the location or of any change in the location thereof,presentations and demands may be made and notices may be served at thePrincipal Office of the Trustee.

Inaddition to any such office or agency, the Bank may from time to time designateone or more offices or agencies outside Wilmington, Delaware, where theDebentures may be presented for registration of transfer and for exchange inthe manner provided in this Indenture, and the Bank may from time to timerescind such designation, as the Bank may deem desirable or expedient; provided,however, that no such designation or rescission shall in any mannerrelieve the Bank of its obligation to maintain any such office or agency inWilmington, Delaware, for the purposes above mentioned.  The Bank will give to the Trustee promptwritten notice of any such designation or rescission thereof.

**Section 3.3.           Appointmentsto Fill Vacancies in Trustee’s Office. **The Bank,whenever necessary to avoid or fill a vacancy in the office of Trustee, willappoint, in the manner provided in Section 6.9, a Trustee, so that there shallat all times be a Trustee hereunder.

**Section 3.4.           Provisionas to Paying Agent.**

(a)           If the Bank shallappoint a paying agent other than the Trustee, it will cause such paying agentto execute and deliver to the Trustee an instrument in which such agent shallagree with the Trustee, subject to the provision of this Section 3.4,

(1)          that it will hold all sums heldby it as such agent for the payment of the principal of and premium, if any, orinterest, if any, on the Debentures (whether such sums have been paid to it bythe Bank or by any other obligor on the Debentures) in trust for the benefit ofthe holders of the Debentures;

(2)          that it will give the Trusteeprompt written notice of any failure by the Bank (or by any other obligor onthe Debentures) to make any payment of the principal of and premium, if any, orinterest, if any, on the Debentures when the same shall be due and payable; and

(3)          that it will, at any time duringthe continuance of any Event of Default, upon the written request of theTrustee, forthwith pay to the Trustee all sums so held in trust by such payingagent.

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(b)           If the Bank shallact as its own paying agent, it will, on or before each due date of theprincipal of and premium, if any, or interest or other payments, if any, on theDebentures, set aside, segregate and hold in trust for the benefit of theholders of the Debentures a sum sufficient to pay such principal, premium,interest or other payments so becoming due and will notify the Trustee inwriting of any failure to take such action and of any failure by the Bank (orby any other obligor under the Debentures) to make any payment of the principalof and premium, if any, or interest or other payments, if any, on theDebentures when the same shall become due and payable.

Wheneverthe Bank shall have one or more paying agents for the Debentures, it will, onor prior to each due date of the principal of and premium, if any, or interest,if any, on the Debentures, deposit with a paying agent a sum sufficient to paythe principal, premium, interest or other 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 Bank shall promptly notify the Trustee inwriting of its action or failure to act.

(c)           Anything in thisSection 3.4 to the contrary notwithstanding, the Bank may, at any time, for thepurpose of obtaining a satisfaction and discharge with respect to theDebentures, or for any other reason, pay, or direct any paying agent to pay tothe Trustee all sums held in trust by the Bank or any such paying agent, suchsums to be held by the Trustee upon the trusts herein contained.

(d)          Anything in this Section 3.4 tothe contrary notwithstanding, the agreement to hold sums in trust as providedin this Section 3.4 is subject to Sections 12.3 and 12.4.

**Section 3.5.           Certificateto Trustee. **The Bank will deliver to the Trustee on orbefore 120 days after the end of each fiscal year, so long as Debentures areoutstanding hereunder, a Certificate stating that in the course of theperformance by the signers of their duties as officers of the Bank they wouldnormally have knowledge of any default during such fiscal year by the Bank inthe performance of any covenants 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 and status thereof.

**Section 3.6.           Compliancewith Consolidation Provisions. **The Bank will not, while any of theDebentures remain outstanding, consolidate with, or merge into, or merge intoitself, or sell or convey all or substantially all of its property to any otherPerson unless the provisions of Article XI hereof are complied with.

**Section 3.7.           Limitationon Dividends. **If there shall have occurred and becontinuing an Event of Default, then the Bank shall not, and shall not allowany Affiliate of the Bank to, (x) declare or pay any dividends or distributionson, or redeem, purchase, acquire, or make a liquidation payment with respectto, any of the Bank’s capital stock or its Affiliates’ capital stock (otherthan payments of dividends or distributions to the Bank) or make any guaranteepayments with respect to the foregoing or (y) make any payment of principal ofor interest or premium, if any, on or repay, repurchase or redeem any debtsecurities of the Bank or any Affiliate that rank *pari passu* in all respects with or junior in interest to theDebentures (other than, with respect to clauses (x) and (y) above, (1)repurchases, redemptions or other acquisitions of shares of capital stock ofthe Bank in connection with any employment contract, benefit plan or othersimilar arrangement with or for the benefit of one or more employees, officers,directors or consultants, in connection with a dividend reinvestment orstockholder stock purchase plan or in connection with the issuance of capitalstock of the Bank (or securities convertible into or exercisable for suchcapital stock) as consideration in an acquisition transaction entered intoprior to the applicable Event of Default, (2) as a result of any exchange orconversion of any class or series of the Bank’s capital stock (or any capitalstock of a subsidiary of the Bank) for any class or series of the Bank’scapital stock or of any class or series of the Bank’s indebtedness for anyclass or series of the Bank’s capital stock, (3) the purchase of fractionalinterests in shares of the Bank’s capital stock pursuant to the conversion or

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exchange provisions of suchcapital stock or the security being converted or exchanged, (4) any declarationof a dividend in connection with any stockholders’ rights plan, or the issuanceof rights, stock or other property under any stockholders’ rights plan, or theredemption or repurchase of rights pursuant thereto, or (5) any dividend in theform of stock, warrants, options or other rights where the dividend stock orthe stock issuable upon exercise of such warrants, options or other rights isthe same stock as that on which the dividend is being paid or ranks *pari passu* with or junior to such stockand any cash payments in lieu of fractional shares issued in connectiontherewith).

**Section 3.8.           FederalRegulatory Approval Required**.  The Debentures may not berepaid in the case of an acceleration due to an Event of Default or voluntarilyredeemed without the prior written approval of or, if applicable, writtennotice to the Federal Reserve.  If such approvalis necessary, within 30 days after receipt of any declaration of accelerationpursuant to Section 5.1, the Bank will apply to the Federal Reserve for writtenapproval of repayment prior to maturity. In the event that the Bank obtains such prior written approval, the Bankshall notify the Securityholders, and the Trustee will arrange for promptpayment on the Debentures.

Nopayment shall at any time be made on account of the principal of the Debenture,unless following such payment the aggregate of the Bank’s shareholders’ equityand capital notes or debentures that comply with the requirements of Section670 of the California Financial Code thereafter outstanding shall be the equalof such aggregate at the date of the original issue of the Debenture, or asotherwise authorized by the California Commissioner of Financial Institutions.

**ARTICLE IV.SECURITYHOLDERS’ LISTS AND REPORTSBY THE BANK AND THE TRUSTEE**

**Section4.1.           Securityholders’ Lists. **The Bank covenants and agrees that it will furnish or cause to befurnished to the Trustee:

(a)           on each regularrecord date for the Debentures, a list, in such form as the Trustee mayreasonably require, of the names and addresses of the Securityholders of theDebentures as of such record date; and

(b)           at such other timesas the Trustee may request in writing, within 30 days after the receipt by theBank of any such request, a list of similar form and content as of a date notmore than 15 days prior to the time such list is furnished;

except that no such listsneed be furnished under this Section 4.1 so long as the Trustee is inpossession thereof by reason of its acting as Debenture registrar.

**Section 4.2.           Preservationand Disclosure of Lists.**

(a)           The Trustee shallpreserve, in as current a form as is reasonably practicable, all information asto the names and addresses of the holders of Debentures (1) contained in themost recent list furnished to it as provided in Section 4.1 or (2) received byit in the capacity of Debentures registrar (if so acting) hereunder.  The Trustee may destroy any list furnished toit as provided in Section 4.1 upon receipt of a new list so furnished.

(b)           In case three ormore holders of Debentures (hereinafter referred to as “applicants”) apply inwriting to the Trustee and furnish to the Trustee reasonable proof that eachsuch applicant has owned a Debenture for a period of at least 6 monthspreceding the date of such application, and such application states that theapplicants desire to communicate with other holders of Debentures with respectto their

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rights under this Indentureor under such Debentures and is accompanied by a copy of the form of proxy orother communication which such applicants propose to transmit, then the Trusteeshall within 5 Business Days after the receipt of such application, at itselection, either:

(1)           afford such applicants access to the information preservedat the time by the Trustee in accordance with the provisions of subsection (a)of this Section 4.2, or

(2)          inform such applicants as to theapproximate number of holders of Debentures whose names and addresses appear inthe information preserved at the time by the Trustee in accordance with theprovisions of subsection (a) of this Section 4.2, and as to the approximatecost of mailing to such Securityholders the form of proxy or othercommunication, if any, specified in such application.

Ifthe Trustee shall elect not to afford such applicants access to suchinformation, the Trustee shall, upon the written request of such applicants,mail to each Securityholder whose name and address appear in the informationpreserved at the time by the Trustee in accordance with the provisions ofsubsection (a) of this Section 4.2 a copy of the form of proxy or othercommunication which is specified in such request with reasonable promptnessafter a tender to the Trustee of the material to be mailed and of payment, orprovision for the payment, of the reasonable expenses of mailing, unless withinfive days after such tender, the Trustee shall mail to such applicants and filewith the Securities and Exchange Commission or the Federal Reserve, ifpermitted or required by applicable law, together with a copy of the materialto be mailed, a written statement to the effect that, in the opinion of theTrustee, such mailing would be contrary to the best interests of the holders ofall Debentures, as the case may be, or would be in violation of applicablelaw.  Such written statement shallspecify the basis of such opinion.  Ifsaid Commission or the Federal Reserve, as permitted or required by applicablelaw, after opportunity for a hearing upon the objections specified in thewritten statement so filed, shall enter an order refusing to sustain any ofsuch objections or if, after the entry of an order sustaining one or more ofsuch objections, said Commission or the Federal Reserve shall find, afternotice and opportunity for hearing, that all the objections so sustained havebeen met and shall enter an order so declaring, the Trustee shall mail copiesof such material to all such Securityholders with reasonable promptness afterthe entry of such order and the renewal of such tender; otherwise the Trusteeshall be relieved of any obligation or duty to such applicants respecting theirapplication.

(c)           Each and everyholder of Debentures, by receiving and holding the same, agrees with the Bankand the Trustee that neither the Bank nor the Trustee nor any paying agentshall be held accountable by reason of the disclosure of any such informationas to the names and addresses of the holders of Debentures in accordance withthe provisions of subsection (b) of this Section 4.2, regardless of the sourcefrom which such information was derived, and that the Trustee shall not be heldaccountable by reason of mailing any material pursuant to a request made undersaid subsection (b).

**ARTICLE V.REMEDIES OF THE TRUSTEE AND SECURITYHOLDERSUPON AN EVENT OF DEFAULT**

**Section 5.1.           Eventsof Default. **“Event of Default,” wherever usedherein, means any one of the following events (whatever the reason for suchEvent of Default and whether it shall be voluntary or involuntary or beeffected by operation of law or pursuant to any judgment, decree or order ofany court or any order, rule or regulation of any administrative orgovernmental body):

(a)           a court of competentjurisdiction shall enter a decree or order for relief in respect of the Bank inan involuntary case under any applicable bankruptcy, insolvency, reorganizationor other similar law now or hereafter in effect, or appointing a receiver,liquidator, assignee, custodian, trustee,

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sequestrator (or similarofficial) of the Bank or for any substantial part of its property, or orderingthe winding-up or liquidation of its affairs and such decree or order shallremain unstayed and in effect for a period of 90 consecutive days; or

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

**Section 5.2.           Accelerationof Maturity; Rescission and Annulment**.  Ifan Event of Default occurs and is continuing with respect to the Debentures,then, and in each and every such case, unless the principal of the Debenturesshall have already become due and payable, either the Trustee or the holders ofnot less than 25% in aggregate principal amount of the Debentures thenoutstanding hereunder, by notice in writing to the Bank (and to the Trustee ifgiven by Securityholders), may declare the entire principal of the Debenturesand the interest accrued thereon, if any, to be due and payable immediately,and upon any such declaration the same shall become immediately due andpayable, subject to the receipt by the Bank of prior approval from the FederalReserve for payment of such amounts, if then required under applicable capitalguidelines, regulations or policies of the Federal Reserve.  Upon payment of such amounts, all obligationsof the Bank in respect of the payment of principal of and interest on theDebentures shall terminate.

Theforegoing provisions, however, are subject to the condition that if, at anytime after the principal of the Debentures shall have been so declared due andpayable, and before any judgment or decree for the payment of the moneys dueshall have been obtained or entered as hereinafter provided, (i) the Bank shallpay or shall deposit with the Trustee a sum sufficient to pay all maturedinstallments of interest upon all the Debentures and the principal of andpremium, if any, on the Debentures which shall have become due otherwise thanby acceleration (with interest upon such principal and premium, if any, andAdditional Interest) and such amount as shall be sufficient to cover reasonablecompensation to the Trustee and each predecessor Trustee, their respectiveagents, attorneys and counsel, and all other amounts due to the Trusteepursuant to Section 6.6, if any, and (ii) all Defaults under this Indenture,other than the non-payment of the principal of or premium, if any, onDebentures which shall have become due by acceleration, shall have been cured,waived or otherwise remedied as provided herein, then and in every such casethe holders of a majority in aggregate principal amount of the Debentures thenoutstanding, by written notice to the Bank and to the Trustee, may waive alldefaults and rescind and annul such declaration and its consequences, but nosuch waiver or rescission and annulment shall extend to or shall affect anysubsequent default or shall impair any right consequent thereon.

Incase the Trustee shall have proceeded to enforce any right under this Indentureand such proceedings shall have been discontinued or abandoned because of suchrescission or annulment or for any other reason or shall have been determinedadversely to the Trustee, then and in every such case the Bank, the Trustee andthe holders of the Debentures shall be restored respectively to their severalpositions and rights hereunder, and all rights, remedies and powers of theBank, the Trustee and the holders of the Debentures shall continue as though nosuch proceeding had been taken.

**Section 5.3.           Defaults. **“Default,” wherever used herein, means any one of the followingevents (whatever the reason for such Default and whether it shall be voluntaryor involuntary or be effected by operation of law pursuant to any judgment,decree or order of any court or any order, rule or regulation of any administrativeor governmental body):

(a)           anEvent of Default has occurred;

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(b)          the Bank fails to pay theprincipal of any Debenture at the Maturity Date and such failure is continuedfor six days, whether or not such payment is prohibited by Article XV hereof;or

(c)          the Bank fails to pay anyinstallment of interest on an Interest Payment Date and such failure iscontinued for 30 days, whether or not such payment is prohibited by Article XVhereof.

TheBank covenants that, if a Default shall occur, it will, upon demand of theTrustee and subject to the approval of the Federal Reserve, if then required,pay to the Trustee, for the benefit of the Securityholders, the entire amountthen due and payable on the Debentures (x) in the case of a Default specifiedin clause (a) or (b) above, for the principal and interest, if any, andinterest upon the overdue principal and, to the extent that payment of suchinterest shall be legally enforceable, upon overdue installments of interest,at the Interest Rate, and (y) in the case of a Default specified in clause (c)above, for the interest and, to the extent that payment of such interest shallbe legally enforceable, upon overdue installments of interest, at the InterestRate; and in each case, in addition thereto, such further amount as shall besufficient to cover the costs and expenses of collection, including thereasonable compensation, expenses, disbursements and advances of the Trustee,its agents and counsel.

Ifthe Bank fails to pay such amount forthwith upon such demand and if thenecessary Federal Reserve approval, if any, has been obtained, the Trustee, inits own name and as trustee of an express trust, may institute a judicialproceeding for the collection of the sums so due and unpaid, and may prosecutesuch proceeding to judgment or final decree, and may enforce the same againstthe Bank or any other obligor upon the Debentures, and collect the moneysadjudged or decreed to be payable in the manner provided by law out of theproperty of the Bank or any other obligor upon the Debentures whereversituated.

Ifa Default occurs and is continuing, the Trustee may in its discretion proceedto protect and enforce its rights and the rights of the Securityholders by suchappropriate judicial proceedings as the Trustee shall deem most effectual toprotect and enforce any such rights, whether for the specific enforcement ofany covenant or agreement in this Indenture or in aid of the exercise of anypower granted herein, or to enforce any other proper remedy.

**Section 5.4.           TrusteeMay File Proof of Claims. **In case there shall be pending proceedingsfor the bankruptcy or for the reorganization of the Bank or any other obligoron the Debentures under Bankruptcy Law, or in case a receiver or trustee shallhave been appointed for the property of the Bank or such other obligor, or inthe case of any other similar judicial proceedings relative to the Bank orother obligor upon the Debentures, or to the creditors or property of the Bankor such other obligor, the Trustee, irrespective of whether the principal ofthe Debentures shall then be due and payable as therein expressed or bydeclaration of acceleration or otherwise and irrespective of whether theTrustee shall have made any demand pursuant to the provisions of this Section5.4, shall be entitled and empowered, by intervention in such proceedings orotherwise,

(i)           to file and prove a claim orclaims for the whole amount of principal and interest owing and unpaid inrespect of the Debentures,

(ii)           in case of anyjudicial proceedings, to file such proofs of claim and other papers ordocuments as may be necessary or advisable in order to have the claims of theTrustee (including any claim for reasonable compensation to the Trustee andeach predecessor Trustee, and their respective agents, attorneys and counsel,and for reimbursement of all other amounts due to the Trustee under Section6.6), and of the Securityholders allowed in such judicial proceedings relativeto the Bank or any other obligor on the Debentures, or to the creditors orproperty of the Bank or such other obligor, unless prohibited by applicable lawand regulations, to vote on behalf of the holders of the Debentures in any

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election of a trustee or astandby trustee in arrangement, reorganization, liquidation or other bankruptcyor insolvency proceedings or Person performing similar functions in comparableproceedings,

(iii)          to collect and receive any moneys or other property payableor deliverable on any such claims, and

(iv)          to distribute thesame after the deduction of its charges and expenses.

Anyreceiver, assignee or trustee in bankruptcy or reorganization is herebyauthorized by each of the Securityholders to make such payments to the Trustee,and, in the event that the Trustee shall consent to the making of such paymentsdirectly to the Securityholders, to pay to the Trustee such amounts as shall besufficient to cover reasonable compensation to the Trustee, each predecessorTrustee and their respective agents, attorneys and counsel, and all other amountsdue to the Trustee under Section 6.6.

Nothingherein contained shall be construed to authorize the Trustee to authorize orconsent to or accept or adopt on behalf of any Securityholder any plan ofreorganization, arrangement, adjustment or composition affecting the Debenturesor the rights of any holder thereof or to authorize the Trustee to vote inrespect of the claim of any Securityholder in any such proceeding.

Allrights of action and of asserting claims under this Indenture, or under any ofthe Debentures, may be enforced by the Trustee without the possession of any ofthe Debentures, or the production thereof at any trial or other proceedingrelative thereto, and any such suit or proceeding instituted by the Trusteeshall be brought in its own name as trustee of an express trust, and anyrecovery of judgment shall be for the ratable benefit of the holders of theDebentures.

Inany proceedings brought by the Trustee (and also any proceedings involving theinterpretation of any provision of this Indenture to which the Trustee shall bea party), the Trustee shall be held to represent all the holders of theDebentures, and it shall not be necessary to make any holders of the Debenturesparties to any such proceedings.

**Section 5.5.           Applicationof Moneys Collected by Trustee. **Any moneys collected by the Trustee pursuantto this Article V shall be applied in the following order, at the date or datesfixed by the Trustee for the distribution of such moneys, upon presentation ofthe several Debentures 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 of costs and expenses incurredby, and reasonable fees of, the Trustee, its agents, attorneys and counsel, andof all other amounts due to the Trustee under Section 6.6;

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

Third:  To the payment of the amounts then due andunpaid upon Debentures for principal (and premium, if any), and interest on theDebentures, in respect of which or for the benefit of which money has beencollected, ratably, without preference or priority of any kind, according tothe amounts due on such Debentures (including Additional Interest); and

Fourth:  The balance, if any, tothe Bank.

**Section 5.6.           Proceedingsby Securityholders. **No holder of any Debenture shall have anyright to institute any suit, action or proceeding for any remedy hereunder,unless such holder previously shall have given to the Trustee written notice ofa Default with respect to the Debentures and unless the

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holders of not less than 25%in aggregate principal amount of the Debentures then outstanding shall havegiven the Trustee a written request to institute such action, suit orproceeding and shall have offered to the Trustee such reasonable indemnity asit may require against the costs, expenses and liabilities to be incurredthereby, and the Trustee for 60 days after its receipt of such notice, requestand offer of indemnity shall have failed to institute any such action, suit orproceeding.

Notwithstandingany other provisions in this Indenture, however, the right of any holder of anyDebenture to receive payment of the principal of, premium, if any, andinterest, on such Debenture when due, or to institute suit for the enforcementof any such payment, shall not be impaired or affected without the consent ofsuch holder and by accepting a Debenture hereunder it is expressly understood,intended and covenanted by the taker and holder of every Debenture with everyother such taker and holder and the Trustee, that no one or more holders ofDebentures shall have any right in any manner whatsoever by virtue or byavailing itself of any provision of this Indenture to affect, disturb orprejudice the rights of the holders of any other Debentures, or to obtain orseek to obtain priority over or preference to any other such holder, or toenforce any right under this Indenture, except in the manner herein providedand for the equal, ratable and common benefit of all holders ofDebentures.  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.

**Section 5.7.           Proceedingsby Trustee. **In case of a Default hereunder the Trusteemay in its discretion proceed to protect and enforce the rights vested in it bythis Indenture by such appropriate judicial proceedings as the Trustee shalldeem most effectual to protect and enforce any of such rights, either by suitin equity or by action at law or by proceeding in bankruptcy or otherwise,whether for the specific enforcement of any covenant or agreement contained inthis Indenture or in aid of the exercise of any power granted in thisIndenture, or to enforce any other legal or equitable right vested in theTrustee by this Indenture or by law.

**Section 5.8.           RemediesCumulative and Continuing; Delay or Omission Not a Waiver. **Except as otherwise provided in Section 2.6, all powers and remediesgiven by this Article V to the Trustee or to the Securityholders shall, to theextent permitted by law, be deemed cumulative and not exclusive of any otherpowers and remedies available to the Trustee or the holders of the Debentures,by judicial proceedings or otherwise, to enforce the performance or observanceof the covenants and agreements contained in this Indenture or otherwiseestablished with respect to the Debentures, and no delay or omission of theTrustee or of any holder of any of the Debentures to exercise any right, remedyor power accruing upon any Default occurring and continuing as aforesaid shallimpair any such right, remedy or power, or shall be construed to be a waiver ofany such Default or an acquiescence therein; and, subject to the provisions ofSection 5.6, every power and remedy given by this Article V or by law to theTrustee or to the Securityholders may be exercised from time to time, and asoften as shall be deemed expedient, by the Trustee (in accordance with itsduties under Section 6.1) or by the Securityholders.

**Section 5.9.           Directionof Proceedings and Waiver of Defaults by Majority of Securityholders. **The holders of a majority in aggregate principal amount of the Debenturesaffected (voting as one class) at the time outstanding shall have the right todirect the time, method, and place of conducting any proceeding for any remedyavailable to the Trustee, or exercising any trust or power conferred on theTrustee with respect to such Debentures; provided, however, that(subject to the provisions of Section 6.1) the Trustee shall have the right todecline to follow any such direction if the Trustee shall determine that theaction so directed would be unjustly prejudicial to the holders not taking partin such direction or if the Trustee being advised by counsel determines thatthe action or proceeding so directed may not lawfully be taken or if aResponsible Officer of the Trustee shall determine that the action or proceedingsso directed would involve the Trustee in personal liability.

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Theholders of a majority in aggregate principal amount of the Debentures at thetime outstanding may on behalf of the holders of all of the Debentures waive(or modify any previously granted waiver of) any past Default, and itsconsequences, except a Default (a) in the payment of principal of, premium, ifany, or interest on any of the Debentures or (b) in respect of covenants orprovisions hereof which cannot be modified or amended without the consent ofthe holder of each Debenture affected. Upon any such waiver, the Default covered thereby shall be deemed to becured for all purposes of this Indenture and the Bank, the Trustee and theholders of the Debentures shall be restored to their former positions andrights hereunder, respectively; but no such waiver shall extend to anysubsequent or other Default or impair any right consequent thereon.  Whenever any Default hereunder shall havebeen waived as permitted by this Section, said Default shall for all purposesof the Debentures and this Indenture be deemed to have been cured and to be notcontinuing.

**Section 5.10.        Noticeof Defaults. **The Trustee shall, within 90 days after theactual knowledge by a Responsible Officer of the Trustee of the occurrence of aDefault with respect to the Debentures, mail to all Securityholders, as thenames and addresses of such holders appear upon the Debenture Register, noticeof all Defaults with respect to the Debentures known to the Trustee, unlesssuch Defaults shall have been cured before the giving of such notice; provided,however, that, except in the case of Default in the payment of theprincipal of, premium, if any, or interest on any of the Debentures, theTrustee shall be protected in withholding such notice if and so long as aResponsible Officer of the Trustee in good faith determines that thewithholding of such notice is in the interests of the Securityholders.

**Section 5.11.        Undertakingto Pay Costs. **All parties to this Indenture agree, and eachholder of any Debenture by his acceptance thereof shall be deemed to haveagreed, that any court may in its discretion require, in any suit for theenforcement of any right or remedy under this Indenture, or in any suit againstthe Trustee for any action taken or omitted by it as Trustee, the filing by anyparty litigant in such suit of an undertaking to pay the costs of such suit,and that such court may in its discretion assess reasonable costs, includingreasonable attorneys’ fees and expenses, against any party litigant in suchsuit, having due regard to the merits and good faith of the claims or defensesmade by such party litigant; provided, however, that theprovisions of this Section 5.11 shall not apply to any suit instituted by theTrustee, to any suit instituted by any Securityholder, or group ofSecurityholders, holding in the aggregate more than 10% in principal amount ofthe Debentures outstanding, or to any suit instituted by any Securityholder forthe enforcement of the payment of the principal of (or premium, if any) orinterest on any Debenture against the Bank on or after the same shall havebecome due and payable.

**ARTICLE VI.CONCERNING THE TRUSTEE**

**Section 6.1.           Dutiesand Responsibilities of Trustee. **With respect to the holders of Debenturesissued hereunder, the Trustee, prior to the occurrence of a Default withrespect to the Debentures and after the curing or waiving of all Defaults whichmay have occurred, with respect to the Debentures, undertakes to perform suchduties and only such duties as are specifically set forth in this Indenture,and no implied covenants shall be read into this Indenture against theTrustee.  In case a Default with respectto the Debentures 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 man would exercise or use under the circumstances in the conduct of hisown affairs.

No provision of this Indentureshall be construed to relieve the Trustee from liability for its own negligentaction, its own negligent failure to act or its own willful misconduct, exceptthat:

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(a)                               prior to the occurrence of a Default withrespect to Debentures and after the curing or waiving of all Defaults which mayhave occurred

(1)                               the duties and obligations of the Trusteewith respect to Debentures shall be determined solely by the express provisionsof this Indenture, and the Trustee shall not be liable except for theperformance of such duties and obligations with respect to the Debentures asare specifically set forth in this Indenture, and no implied covenants orobligations shall be read into this Indenture against the Trustee, and

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

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

(c)                                the Trustee shall not be liable with respectto any action taken or omitted to be taken by it in good faith, in accordancewith the direction of the Securityholders pursuant to Section 5.7, relating tothe time, method and place of conducting any proceeding for any remedyavailable to the Trustee, or exercising any trust or power conferred upon theTrustee, under this Indenture.

Noneof the provisions contained in this Indenture shall require the Trustee toexpend or risk its own funds or otherwise incur personal financial liability inthe performance of any of its duties or in the exercise of any of its rights orpowers, if there is ground for believing that the repayment of such funds orliability is not assured to it under the terms of this Indenture or indemnitysatisfactory to the Trustee against such risk is not reasonably assured to it.

**Section6.2.****                               ****Reliance on Documents,Opinions, etc****. **Except as otherwise provided in Section 6.1:

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

(b)                               any request, direction, order or demand ofthe Bank mentioned herein shall be sufficiently evidenced by an Officers’Certificate (unless other evidence in respect thereof be herein specificallyprescribed); and any Board Resolution may be evidenced to the Trustee by a copythereof certified by the Secretary or an Assistant Secretary of the Bank;

(c)                                the Trustee may consult with counsel of itsselection and any advice or Opinion of Counsel shall be full and completeauthorization and protection in respect of any action taken, suffered oromitted by it hereunder in good faith and in accordance with such advice orOpinion of Counsel;

(d)                              the Trustee shall be under no obligation toexercise any of the rights or powers vested in it by this Indenture at therequest, order or direction of any of the Securityholders, pursuant to the

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provisions of thisIndenture, unless such Securityholders shall have offered to the Trusteereasonable security or indemnity against the costs, expenses and liabilitieswhich may be incurred therein or thereby;

(e)                                the Trustee shall not be liable for anyaction taken or omitted by it in good faith and believed by it to be authorizedor within the discretion or rights or powers conferred upon it by thisIndenture; nothing contained herein shall, however, relieve the Trustee of theobligation, upon the occurrence of a Default with respect to the Debentures(that has not been cured or waived) to exercise with respect to Debentures suchof the rights and powers vested in it by this Indenture, and to use the samedegree of care and skill in their exercise, as a prudent man would exercise oruse under the circumstances in the conduct of his own affairs;

(f)                                  the Trustee shall not be bound to make anyinvestigation into the facts or matters stated in any resolution, certificate,statement, instrument, opinion, report, notice, request, consent, order,approval, bond, debenture, coupon or other paper or document, unless requestedin writing to do so by the holders of not less than a majority in aggregateprincipal amount of the outstanding Debentures affected thereby; provided,however, that if the payment within a reasonable time to the Trustee ofthe costs, expenses or liabilities likely to be incurred by it in the making ofsuch investigation is, in the opinion of the Trustee, not reasonably assured tothe Trustee by the security afforded to it by the terms of this Indenture, theTrustee may require reasonable indemnity against such expense or liability as acondition to so proceeding;

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

(h)                               with the exceptions of defaults underSections 5.3(b) or 5.3(c), the Trustee shall not be charged with knowledge ofany Default with respect to the Debentures unless a written notice of suchDefault shall have been given to the Trustee by the Bank or any other obligoron the Debentures or by any holder of the Debentures.

**Section 6.3.****                               ****No Responsibility forRecitals, etc****. **The recitals contained herein and in theDebentures (except in the certificate of authentication of the Trustee or theAuthenticating Agent) shall be taken as the statements of the Bank, and theTrustee and the Authenticating Agent assume no responsibility for thecorrectness of the same.  The Trustee andthe Authenticating Agent make no representations as to the validity orsufficiency of this Indenture or of the Debentures.  The Trustee and the Authenticating Agentshall not be accountable for the use or application by the Bank of anyDebentures or the proceeds of any Debentures authenticated and delivered by theTrustee or the Authenticating Agent in conformity with the provisions of thisIndenture.

**Section 6.4.****                               ****Trustee, AuthenticatingAgent, Paying Agents, Transfer Agents or Registrar May Own Debentures****. **The Trustee or any Authenticating Agent or any paying agent or anytransfer agent or any Debenture registrar, in its individual or any othercapacity, may become the owner or pledgee of Debentures with the same rights itwould have if it were not Trustee, Authenticating Agent, paying agent, transferagent or Debenture registrar.

**Section 6.5.****                               ****Moneys to be Held in Trust****. **Subject to the provisions of Section 12.4, all moneys received by theTrustee or any paying agent shall, until used or applied as herein provided, beheld in trust for the purpose for which they were received, but need not besegregated from other funds except to the extent required by law.  The Trustee and any paying agent shall beunder no liability for interest on any money received by it hereunder except asotherwise agreed in writing with the Bank. So long as no Event of Default shall have occurred and be continuing,all interest allowed on any such

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moneys shall be paid fromtime to time upon the written order of the Bank, signed by the Chairman of theBoard of Directors, the Chief Executive Officer, the President, a ManagingDirector, a Vice President, the Treasurer or an Assistant Treasurer of theBank.

**Section 6.6.****                               ****Compensation and Expenses ofTrustee****. **The Bank covenants and agrees to pay orreimburse the Trustee upon its request for all reasonable expenses,disbursements and advances incurred or made by the Trustee in accordance withany of the provisions of this Indenture (including the reasonable compensationand the expenses and disbursements of its counsel and of all Persons notregularly in its employ) except any such expense, disbursement or advance asmay arise from its negligence or willful misconduct.  For purposes of clarification, this Section6.6 does not contemplate the payment by the Bank of acceptance or annualadministration fees owing to the Trustee pursuant to the services to beprovided by the Trustee under this Indenture or the fees and expenses of theTrustee’s counsel in connection with the closing of the transactionscontemplated by this Indenture.  The Bankalso covenants to indemnify each of the Trustee or any predecessor Trustee (andits officers, agents, directors and employees) for, and to hold it harmlessagainst, any and all loss, damage, claim, liability or expense including taxes(other than taxes based on the income of the Trustee) incurred withoutnegligence or willful misconduct on the part of the Trustee and arising out ofor in connection with the acceptance or administration of this trust, includingthe costs and expenses of defending itself against any claim of liability.  The obligations of the Bank under thisSection 6.6 to compensate and indemnify the Trustee and to pay or reimburse theTrustee for expenses, disbursements and advances shall constitute additionalindebtedness hereunder.  Such additionalindebtedness shall be secured by a lien prior to that of the Debentures uponall property and funds held or collected by the Trustee as such, except fundsheld in trust for the benefit of the holders of particular Debentures.

Withoutprejudice to any other rights available to the Trustee under applicable law,when the Trustee incurs expenses or renders services in connection with aDefault, the expenses (including the reasonable charges and expenses of itscounsel) and the compensation for the services are intended to constituteexpenses of administration under any applicable federal or state bankruptcy,insolvency or other similar law.

The provisions of thisSection shall survive the resignation or removal of the Trustee and thedefeasance or other termination of this Indenture.

Notwithstandinganything in this Indenture or any Debenture to the contrary, the Trustee shallhave no obligation whatsoever to advance funds to pay any principal of orinterest on or other amounts with respect to the Debentures or otherwiseadvance funds to or on behalf of the Bank.

**Section 6.7.****                               ****Officers’ Certificate asEvidence****. **Except as otherwise provided in Sections 6.1and 6.2, whenever in the administration of the provisions of this Indenture theTrustee shall deem it necessary or desirable that a matter be proved orestablished prior to taking or omitting any action hereunder, such matter(unless other evidence in respect thereof be herein specifically prescribed)may, in the absence of negligence or willful misconduct on the part of theTrustee, be deemed to be conclusively proved and established by an Officers’Certificate delivered to the Trustee, and such certificate, in the absence ofnegligence or willful misconduct on the part of the Trustee, shall be fullwarrant to the Trustee for any action taken or omitted by it under theprovisions of this Indenture upon the faith thereof.

**Section 6.8.****                               ****Eligibility of Trustee****. **The Trustee hereunder shall at all times be a corporation organized anddoing business under the laws of the United States of America or any state orterritory thereof or of the District of Columbia or a corporation or otherPerson authorized under such laws to exercise corporate trust powers, having(or whose obligations under this Indenture are guaranteed by an affiliatehaving) a combined capital and surplus of at least 50 million U.S. dollars($50,000,000.00) and subject to supervision or examination by federal, state,territorial, or District of Columbia authority. If

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such corporation publishesreports of condition at least annually, pursuant to law or to the requirementsof the aforesaid supervising or examining authority, then for the purposes ofthis Section 6.8 the combined capital and surplus of such corporation shall bedeemed to be its combined capital and surplus as set forth in its most recentrecords of condition so published.

The Bank may not, nor mayany Person directly or indirectly controlling, controlled by, or under commoncontrol with the Bank, serve as Trustee.

Incase at any time the Trustee shall cease to be eligible in accordance with theprovisions of this Section 6.8, the Trustee shall resign immediately in themanner and with the effect specified in Section 6.9.

Ifthe Trustee has or shall acquire any “conflicting interest” within the meaningof §310(b) of the Trust Indenture Act of 1939, the Trustee shall eithereliminate such interest or resign, to the extent and in the manner described bythis Indenture.

**Section 6.9.****                               ****Resignation or Removal ofTrustee**

(a)                                The Trustee, or any trustee or trusteeshereafter appointed, may at any time resign by giving written notice of suchresignation to the Bank and by mailing notice thereof, at the Bank’s expense,to the holders of the Debentures at their addresses as they shall appear on theDebenture Register.  Upon receiving suchnotice of resignation, the Bank shall promptly appoint a successor trustee ortrustees by written instrument, in duplicate, executed by order of its Board ofDirectors, one copy of which instrument shall be delivered to the resigningTrustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have acceptedappointment within 30 days after the mailing of such notice of resignation tothe affected Securityholders, the resigning Trustee may petition any court ofcompetent jurisdiction for the appointment of a successor Trustee, or anySecurityholder who has been a bona fide holder of a Debenture or Debentures forat least six months may, subject to the provisions of Section 5.11, on behalfof himself and all others similarly situated, petition any such court for theappointment of a successor Trustee.  Suchcourt may thereupon, after such notice, if any, as it may deem proper andprescribe, appoint a successor Trustee.

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

(1)                               the Trustee shall fail to comply with theprovisions of Section 6.8 after written request therefor by the Bank or by anySecurityholder who has been a bona fide holder of a Debenture or Debentures forat least 6 months, or

(2)                               the Trustee shall cease to be eligible inaccordance with the provisions of Section 6.8 and shall fail to resign afterwritten request therefor by the Bank or by any such Securityholder, or

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

then, in any such case, the Bank may remove the Trusteeand appoint a successor Trustee by written instrument, in duplicate, executedby order of the Board of Directors, one copy of which instrument shall bedelivered to the Trustee so removed and one copy to the successor Trustee, or,subject to the provisions of Section 5.11, any Securityholder who has been abona fide holder of a Debenture or Debentures for at least 6 months may, onbehalf of himself and all others similarly

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situated, petition any court of competentjurisdiction for the removal of the Trustee and the appointment of a successorTrustee.  Such court may thereupon, aftersuch notice, if any, as it may deem proper and prescribe, remove the Trusteeand appoint successor Trustee.

(c)                                Upon prior written notice to the Bank and theTrustee, the holders of a majority in aggregate principal amount of theDebentures at the time outstanding may at any time remove the Trustee andnominate a successor Trustee, which shall be deemed appointed as successorTrustee unless within 10 Business Days after such nomination the Bank objectsthereto, in which case, or in the case of a failure by such holders to nominatea successor Trustee, the Trustee so removed or any Securityholder, upon theterms and conditions and otherwise as in subsection (a) of this Section 6.9provided, may petition any court of competent jurisdiction for an appointmentof a successor.

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

**Section 6.10.****                        ****Acceptance by SuccessorTrustee****. **Any successor Trustee appointed as providedin Section 6.9 shall execute, acknowledge and deliver to the Bank and to its predecessorTrustee an instrument accepting such appointment hereunder, and thereupon theresignation or removal of the retiring Trustee shall become effective and suchsuccessor Trustee, without any further act, deed or conveyance, shall becomevested with all the rights, powers, duties and obligations with respect to theDebentures of its predecessor hereunder, with like effect as if originallynamed as Trustee herein; but, nevertheless, on the written request of the Bankor of the successor Trustee, the Trustee ceasing to act shall, upon payment ofany amounts then due it pursuant to the provisions of Section 6.6, execute anddeliver an instrument transferring to such successor Trustee all the rights andpowers of the Trustee so ceasing to act and shall duly assign, transfer anddeliver to such successor Trustee all property and money held by such retiringTrustee thereunder.  Upon request of anysuch successor Trustee, the Bank shall execute any and all instruments inwriting for more fully and certainly vesting in and confirming to suchsuccessor Trustee all such rights and powers. Any Trustee ceasing to act shall, nevertheless, retain a lien upon allproperty or funds held or collected by such Trustee to secure any amounts thendue it pursuant to the provisions of Section 6.6.

Ifa successor Trustee is appointed, the Bank, the retiring Trustee and thesuccessor Trustee shall execute and deliver an indenture supplemental heretowhich shall contain such provisions as shall be deemed necessary or desirable toconfirm that all the rights, powers, trusts and duties of the retiring Trusteewith respect to the Debentures as to which the predecessor Trustee is notretiring shall continue to be vested in the predecessor Trustee, and shall addto or change any of the provisions of this Indenture as shall be necessary toprovide for or facilitate the administration of the trust hereunder by morethan one Trustee, it being understood that nothing herein or in suchsupplemental indenture shall constitute such Trustees co-trustees of the sametrust and that each such Trustee shall be Trustee of a trust or trustshereunder separate and apart from any trust or trusts hereunder administered byany other such Trustee.

No successor Trustee shallaccept appointment as provided in this Section unless at the time of suchacceptance such successor Trustee shall be eligible under the provisions ofSection 6.8.

In no event shall a retiringTrustee be liable for the acts or omissions of any successor Trustee hereunder.

Uponacceptance of appointment by a successor Trustee as provided in this Section6.10, the Bank shall mail notice of the succession of such Trustee hereunder tothe holders of Debentures at their addresses as they shall appear on theDebenture Register.  If the Bank fails tomail such notice within 10

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Business Days after theacceptance of appointment by the successor Trustee, the successor Trustee shallcause such notice to be mailed at the expense of the Bank.

**Section 6.11.****                        ****Succession by Merger, etc****. **Any corporation into which the Trustee may be merged or converted orwith which it may be consolidated, or any corporation resulting from anymerger, conversion or consolidation to which the Trustee shall be a party, orany corporation succeeding to all or substantially all of the corporate trustbusiness of the Trustee, shall be the successor of the Trustee hereunderwithout the execution or filing of any paper or any further act on the part ofany of the parties hereto; provided such corporation shall be otherwiseeligible and qualified under this Article.

Incase at the time such successor to the Trustee shall succeed to the trustscreated by this Indenture any of the Debentures shall have been authenticatedbut not delivered, any such successor to the Trustee may adopt the certificateof authentication of any predecessor Trustee, and deliver such Debentures soauthenticated; and in case at that time any of the Debentures shall not havebeen authenticated, any successor to the Trustee may authenticate suchDebentures 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 Debentures or in this Indenture providedthat the certificate of the Trustee shall have; provided, however,that the right to adopt the certificate of authentication of any predecessorTrustee or authenticate Debentures in the name of any predecessor Trustee shallapply only to its successor or successors by merger, conversion or consolidation.

**Section 6.12.****                        ****Authenticating Agents****. **There may be one or more Authenticating Agents appointed by the Trusteeupon the request of the Bank with power to act on its behalf and subject to itsdirection in the authentication and delivery of Debentures issued upon exchangeor registration of transfer thereof as fully to all intents and purposes asthough any such Authenticating Agent had been expressly authorized toauthenticate and deliver Debentures; provided, however, that theTrustee shall have no liability to the Bank for any acts or omissions of theAuthenticating Agent with respect to the authentication and delivery ofDebentures.  Any such AuthenticatingAgent shall at all times be a corporation organized and doing business underthe laws of the United States or of any state or territory thereof or of theDistrict of Columbia authorized under such laws to act as Authenticating Agent,having a combined capital and surplus of at least $50,000,000.00 and beingsubject to supervision or examination by federal, state, territorial orDistrict of Columbia authority.  If suchcorporation publishes reports of condition at least annually pursuant to law orthe requirements of such authority, then for the purposes of this Section 6.12the combined capital and surplus of such corporation shall be deemed to be itscombined capital and surplus as set forth in its most recent report ofcondition so published.  If at any timean Authenticating Agent shall cease to be eligible in accordance with theprovisions of this Section, it shall resign immediately in the manner and withthe effect herein specified in this Section.

Anycorporation into which any Authenticating Agent may be merged or converted orwith which it may be consolidated, or any corporation resulting from anymerger, consolidation or conversion to which any Authenticating Agent shall bea party, or any corporation succeeding to all or substantially all of thecorporate trust business of any Authenticating Agent, shall be the successor ofsuch Authenticating Agent hereunder, if such successor corporation is otherwiseeligible under this Section 6.12 without the execution or filing of any paperor any further act on the part of the parties hereto or such AuthenticatingAgent.

AnyAuthenticating Agent may at any time resign by giving written notice ofresignation to the Trustee and to the Bank. The Trustee may at any time terminate the agency of any AuthenticatingAgent with respect to the Debentures by giving written notice of termination tosuch Authenticating Agent and to the Bank. Upon receiving such a notice of resignation or upon such a termination,or in case at any time any Authenticating Agent shall cease to be eligibleunder this Section 6.12, the Trustee may, and

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upon the request of the Bankshall, promptly appoint a successor Authenticating Agent eligible under thisSection 6.12, shall give written notice of such appointment to the Bank andshall mail notice of such appointment to all holders of Debentures as the namesand addresses of such holders appear on the Debenture Register.  Any successor Authenticating Agent uponacceptance of its appointment hereunder shall become vested with all rights,powers, duties and responsibilities with respect to the Debentures of itspredecessor hereunder, with like effect as if originally named asAuthenticating Agent herein.

TheBank agrees to pay to any Authenticating Agent from time to time reasonablecompensation for its services.  AnyAuthenticating Agent shall have no responsibility or liability for any actiontaken by it as such in accordance with the directions of the Trustee.

**ARTICLE VII.CONCERNING THE SECURITYHOLDERS**

**Section 7.1.****                               ****Action by Securityholders****. **Whenever in this Indenture it is provided that the holders of aspecified percentage in aggregate principal amount of the Debentures may takeany action (including the making of any demand or request, the giving of anynotice, consent or waiver or the taking of any other action) the fact that atthe time of taking any such action the holders of such specified percentagehave joined therein may be evidenced (a) by any instrument or any number ofinstruments of similar tenor executed by such Securityholders in person or byagent or proxy appointed in writing, or (b) by the record of such holders ofDebentures voting in favor thereof at any meeting of such Securityholders dulycalled and held in accordance with the provisions of Article VIII, or (c) by acombination of such instrument or instruments and any such record of such ameeting of such Securityholders or (d) by any other method the Trustee deemssatisfactory.

Ifthe Bank shall solicit from the Securityholders any request, demand,authorization, direction, notice, consent, waiver or other action or revocationof the same, the Bank may, at its option, as evidenced by an Officers’Certificate, fix in advance a record date for such Debentures for thedetermination of Securityholders entitled to give such request, demand,authorization, direction, notice, consent, waiver or other action or revocationof the same, but the Bank shall have no obligation to do so.  If such a record date is fixed, such request,demand, authorization, direction, notice, consent, waiver or other action orrevocation of the same may be given before or after the record date, but onlythe Securityholders of record at the close of business on the record date shallbe deemed to be Securityholders for the purposes of determining whetherSecurityholders of the requisite proportion of outstanding Debentures haveauthorized or agreed or consented to such request, demand, authorization,direction, notice, consent, waiver or other action or revocation of the same,and for that purpose the outstanding Debentures shall be computed as of therecord date; provided, however, that no such authorization,agreement or consent by such Securityholders on the record date shall be deemedeffective unless it shall become effective pursuant to the provisions of thisIndenture not later than 6 months after the record date.

**Section 7.2.****                               ****Proof of Execution bySecurityholders****. **Subject to the provisions of Section 6.1, 6.2and 8.5, proof of the execution of any instrument by a Securityholder or hisagent or proxy shall be sufficient if made in accordance with such reasonablerules and regulations as may be prescribed by the Trustee or in such manner asshall be satisfactory to the Trustee. The ownership of Debentures shall be proved by the Debenture Register orby a certificate of the Debenture registrar. The Trustee may require such additional proof of any matter referred toin this Section as it shall deem necessary.

The record of anySecurityholders’ meeting shall be proved in the manner provided in Section 8.6.

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**Section 7.3.****                               ****Who Are Deemed AbsoluteOwners****. **Prior to due presentment for registration oftransfer of any Debenture, the Bank, the Trustee, any Authenticating Agent, anypaying agent, any transfer agent and any Debenture registrar may deem thePerson in whose name such Debenture shall be registered upon the DebentureRegister to be, and may treat him as, the absolute owner of such Debenture(whether or not such Debenture shall be overdue) for the purpose of receivingpayment of or on account of the principal of, premium, if any, and interest onsuch Debenture and for all other purposes; and neither the Bank nor the Trusteenor any Authenticating Agent nor any paying agent nor any transfer agent norany Debenture registrar shall be affected by any notice to the contrary.  All such payments so made to any holder forthe time being or upon his order shall be valid, and, to the extent of the sumor sums so paid, effectual to satisfy and discharge the liability for moneyspayable upon any such Debenture.

**Section 7.4.****                               ****Debentures Owned by BankDeemed Not Outstanding****. **In determining whether the holders of therequisite aggregate principal amount of Debentures have concurred in anydirection, consent or waiver under this Indenture, Debentures which are ownedby the Bank or any other obligor on the Debentures or by any Person directly orindirectly controlling or controlled by or under direct or indirect commoncontrol with the Bank or any other obligor on the Debentures shall bedisregarded and deemed not to be outstanding for the purpose of any suchdetermination; provided, however, that for the purposes ofdetermining whether the Trustee shall be protected in relying on any suchdirection, consent or waiver, only Debentures which a Responsible Officer ofthe Trustee actually knows are so owned shall be so disregarded.  Debentures so owned which have been pledgedin good faith may be regarded as outstanding for the purposes of this Section7.4 if the pledgee shall establish to the satisfaction of the Trustee thepledgee’s right to vote such Debentures and that the pledgee is not the Bank orany such other obligor or Person directly or indirectly controlling orcontrolled by or under direct or indirect common control with the Bank or anysuch other obligor.  In the case of adispute as to such right, any decision by the Trustee taken upon the advice ofcounsel shall be full protection to the Trustee.

**Section 7.5.****                               ****Revocation of Consents;Future Holders Bound****. **At any time prior to (but not after) theevidencing to the Trustee, as provided in Section 7.1, of the taking of anyaction by the holders of the percentage in aggregate principal amount of theDebentures specified in this Indenture in connection with such action, anyholder (in cases where no record date has been set pursuant to Section 7.1) orany holder as of an applicable record date (in cases where a record date hasbeen set pursuant to Section 7.1) of a Debenture (or any Debenture issued inwhole or in part in exchange or substitution therefor) the serial number ofwhich is shown by the evidence to be included in the Debentures the holders ofwhich have consented to such action may, by filing written notice with theTrustee at the Principal Office of the Trustee and upon proof of holding asprovided in Section 7.2, revoke such action so far as concerns such Debenture(or so far as concerns the principal amount represented by any exchanged orsubstituted Debenture).  Except asaforesaid any such action taken by the holder of any Debenture shall beconclusive and binding upon such holder and upon all future holders and ownersof such Debenture, and of any Debenture issued in exchange or substitutiontherefor or on registration of transfer thereof, irrespective of whether or notany notation in regard thereto is made upon such Debenture or any Debentureissued in exchange or substitution therefor.

**ARTICLE VIII.SECURITYHOLDERS’ MEETINGS**

**Section8.1.****                               ****Purposes of Meetings****. **A meeting of Securityholders may be called at any time and from time totime pursuant to the provisions of this Article VIII for any of the followingpurposes:

(a)                                to give any notice to the Bank or to theTrustee, or to give any directions to the Trustee, or to consent to the waivingof any default hereunder and its consequences, or to take any other actionauthorized to be taken by Securityholders pursuant to any of the provisions ofArticle V;

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

(c)                               to consent to the execution of an indentureor indentures supplemental hereto pursuant to the provisions of Section 9.2; or

(d)                               to take any other action authorized to betaken by or on behalf of the holders of any specified aggregate principalamount of such Debentures under any other provision of this Indenture or underapplicable law.

**Section 8.2.****                               ****Call of Meetings by Trustee****. **The Trustee may at any time call a meeting of Securityholders to takeany action specified in Section 8.1, to be held at such time and at such placeas the Trustee shall determine.  Noticeof every meeting of the Securityholders, setting forth the time and the placeof such meeting and in general terms the action proposed to be taken at suchmeeting, shall be mailed to holders of Debentures affected at their addressesas they shall appear on the Debentures Register and, if the Bank is not aholder of Debentures, to the Bank.  Suchnotice shall be mailed not less than 20 nor more than 180 days prior to thedate fixed for the meeting.

**Section 8.3.****                               ****Call of Meetings by Bank orSecurityholders****. **In case at any time the Bank pursuant to aBoard Resolution, or the holders of at least 10% in aggregate principal amountof the Debentures, as the case may be, then outstanding, shall have requestedthe Trustee to call a meeting of Securityholders, by written request settingforth in reasonable detail the action proposed to be taken at the meeting, andthe Trustee shall not have mailed the notice of such meeting within 20 daysafter receipt of such request, then the Bank or such Securityholders maydetermine the time and the place for such meeting and may call such meeting totake any action authorized in Section 8.1, by mailing notice thereof asprovided in Section 8.2.

**Section 8.4.****                               ****Qualifications for Voting****. **To be entitled to vote at any meeting of Securityholders a Person shall(a) be a holder of one or more Debentures with respect to which the meeting isbeing held or (b) a Person appointed by an instrument in writing as proxy by aholder of one or more such Debentures. 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 Bank and its counsel.

**Section 8.5.****                               ****Regulations****. **Notwithstanding any other provisions of this Indenture, the Trustee maymake such reasonable regulations as it may deem advisable for any meeting ofSecurityholders, in regard to proof of the holding of Debentures and of theappointment 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 think fit.

TheTrustee shall, by an instrument in writing, appoint a temporary chairman of themeeting, unless the meeting shall have been called by the Bank or bySecurityholders as provided in Section 8.3, in which case the Bank or theSecurityholders calling the meeting, as the case may be, shall in like mannerappoint a temporary chairman.  Apermanent chairman and a permanent secretary of the meeting shall be elected bymajority vote of the meeting.

Subjectto the provisions of Section 7.4, at any meeting each holder of Debentures withrespect to which such meeting is being held or proxy therefor shall be entitledto one vote for each $1,000.00 principal amount of Debentures held orrepresented by him; provided, however, that no vote shall be castor counted at any meeting in respect of any Debenture challenged as notoutstanding and ruled by the chairman of the meeting to be notoutstanding.  The chairman of the meetingshall have no right to vote

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other than by virtue ofDebentures held by him or instruments in writing as aforesaid duly designatinghim as the Person to vote on behalf of other Securityholders.  Any meeting of Securityholders duly calledpursuant to the provisions of Section 8.2 or 8.3 may be adjourned from time totime by a majority of those present, whether or not constituting a quorum, andthe meeting may be held as so adjourned without further notice.

**Section 8.6.****                               ****Voting****. **The vote upon any resolution submitted to any meeting of holders ofDebentures with respect to which such meeting is being held shall be by writtenballots on which shall be subscribed the signatures of such holders or of theirrepresentatives by proxy and the serial number or numbers of the Debenturesheld or represented by them.  Thepermanent chairman of the meeting shall appoint two inspectors of votes whoshall count all votes cast at the meeting for or against any resolution and whoshall make and file with the secretary of the meeting their verified writtenreports in triplicate of all votes cast at the meeting.  A record in duplicate of the proceedings ofeach 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 8.2.  The record shall show theserial numbers of the Debentures voting in favor of or against any resolution.  The record shall be signed and verified bythe affidavits of the permanent chairman and secretary of the meeting and oneof the duplicates shall be delivered to the Bank and the other to the Trusteeto be preserved by the Trustee, the latter to have attached thereto the ballotsvoted at the meeting.

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

**Section 8.7.****                               ****Quorum; Actions****. **The Persons entitled to vote a majority in principal amount of theDebentures then outstanding shall constitute a quorum for a meeting of Securityholders;provided, however, that if any action is to be taken at suchmeeting with respect to a consent, waiver, request, demand, notice,authorization, direction or other action which may be given by the holders ofnot less than a specified percentage in principal amount of the Debentures thenoutstanding, the Persons holding or representing such specified percentage inprincipal amount of the Debentures then outstanding will constitute aquorum.  In the absence of a quorumwithin 30 minutes of the time appointed for any such meeting, the meetingshall, 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 8.2, except that such notice needbe given only once not less than 5 days prior to the date on which the meetingis scheduled to be reconvened.  Notice ofthe reconvening of an adjourned meeting shall state expressly the percentage,as provided above, of the principal amount of the Debentures then outstandingwhich shall constitute a quorum.

Exceptas limited by the provisos in the first paragraph of Section 9.2, anyresolution presented to a meeting or adjourned meeting duly reconvened at whicha quorum is present as aforesaid may be adopted by the affirmative vote of theholders of a majority in principal amount of the Debentures then outstanding; provided,however, that, except as limited by the provisos in the first paragraphof Section 9.2, any resolution with respect to any consent, waiver, request,demand, notice, authorization, direction or other action which this Indentureexpressly provides may be given by the holders of not less than a specifiedpercentage in principal amount of the Debentures then outstanding may beadopted at a meeting or an adjourned meeting duly reconvened and at which aquorum is present as aforesaid only by

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the affirmative vote of theholders of a not less than such specified percentage in principal amount of theDebentures then outstanding.

Anyresolution passed or decision taken at any meeting of holders of Debenturesduly held in accordance with this Section shall be binding on all theSecurityholders, whether or not present or represented at the meeting.

**ARTICLE IX.SUPPLEMENTAL INDENTURES**

**Section 9.1.****                               ****Supplemental Indentureswithout Consent of Securityholders****. **The Bank, when authorized by a BoardResolution, and the Trustee may from time to time and at any time enter into anindenture or indentures supplemental hereto, without the consent of theSecurityholders, for one or more of the following purposes:

(a)                                to evidence the succession of another Personto the Bank, or successive successions, and the assumption by the successorPerson of the covenants, agreements and obligations of the Bank, pursuant toArticle XI hereof;

(b)                               to add to the covenants of the Bank suchfurther covenants, restrictions or conditions for the protection of the holdersof Debentures as the Board of Directors shall consider to be for the protectionof the holders of such Debentures, and to make the occurrence, or theoccurrence and continuance, of a default in any of such additional covenants,restrictions or conditions a default or an Event of Default permitting theenforcement of all or any of the several remedies provided in this Indenture asherein set forth; provided, however, that in respect of any suchadditional covenant restriction or condition such supplemental indenture mayprovide for a particular period of grace after default (which period may beshorter or longer than that allowed in the case of other defaults) or mayprovide for an immediate enforcement upon such default or may limit theremedies available to the Trustee upon such default;

(c)                                to cure any ambiguity or to correct orsupplement 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; providedthat any such action shall not materially adversely affect the interests of theholders of the Debentures;

(d)                               to add to, delete from, or revise the termsof Debentures, including, without limitation, any terms relating to theissuance, exchange, registration or transfer of Debentures (for purposes ofassuring that no registration of Debentures is required under the SecuritiesAct or the Member Bank Securities Laws); provided, however, thatany such action shall not adversely affect the interests of the holders of theDebentures then outstanding;

(e)                                to evidence and provide for the acceptance ofappointment hereunder by a successor Trustee with respect to the Debentures andto add to or change any of the provisions of this Indenture as shall benecessary to provide for or facilitate the administration of the trustshereunder by more than one Trustee;

(f)                                 to make any change (other than as elsewhereprovided in this paragraph) that does not adversely affect the rights of anySecurityholder in any material respect; or

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(g)                               to provide for the issuance of and establishthe form and terms and conditions of the Debentures, to establish the form ofany certifications required to be furnished pursuant to the terms of thisIndenture or the Debentures, or to add to the rights of the holders ofDebentures.

TheTrustee is hereby authorized to join with the Bank in the execution of any suchsupplemental indenture, to make any further appropriate agreements andstipulations which may be therein contained and to accept the conveyance,transfer and assignment of any property thereunder, but the Trustee shall notbe obligated to, but may in its discretion, enter into any such supplementalindenture which affects the Trustee’s own rights, duties or immunities underthis Indenture or otherwise.

Anysupplemental indenture authorized by the provisions of this Section 9.1 may beexecuted by the Bank and the Trustee without the consent of the holders of anyof the Debentures at the time outstanding, notwithstanding any of theprovisions of Section 9.2.

**Section 9.2.****                               ****Supplemental Indentures withConsent of Securityholders****. **With the consent (evidenced as provided inSection 7.1) of the holders of not less than a majority in aggregate principalamount of the Debentures at the time outstanding affected by such supplementalindenture (voting as a class), the Bank, when authorized by a Board Resolution,and the Trustee may from time to time and at any time enter into an indentureor indentures supplemental hereto for the purpose of adding any provisions toor changing in any manner or eliminating any of the provisions of this Indentureor of any supplemental indenture or of modifying in any manner the rights ofthe holders of the Debentures; provided, however, that no suchsupplemental indenture shall without the consent of the holders of eachDebenture then outstanding and affected thereby (i) change the fixed maturityof any Debenture, or reduce the principal amount thereof or any premiumthereon, or reduce the rate or extend the time of payment of interest thereon,or reduce any amount payable on redemption thereof or make the principalthereof or any interest or premium thereon payable in any coin or currencyother than that provided in the Debentures, or impair or affect the right ofany Securityholder to institute suit for payment thereof or impair the right ofrepayment, if any, at the option of the holder, or (ii) reduce the aforesaidpercentage of Debentures the holders of which are required to consent to anysuch supplemental indenture.

Uponthe request of the Bank accompanied by a Board Resolution authorizing theexecution of any such supplemental indenture, and upon the filing with theTrustee of evidence of the consent of Securityholders as aforesaid, the Trusteeshall join with the Bank in the execution of such supplemental indenture unlesssuch supplemental indenture affects the Trustee’s own rights, duties orimmunities under this Indenture or otherwise, in which case the Trustee may inits discretion, but shall not be obligated to, enter into such supplementalindenture.

Promptlyafter the execution by the Bank and the Trustee of any supplemental indenturepursuant to the provisions of this Section, the Trustee shall transmit by mail,first class postage prepaid, a notice, prepared by the Bank, setting forth ingeneral terms the substance of such supplemental indenture, to theSecurityholders as their names and addresses appear upon the DebentureRegister.  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.

Itshall not be necessary for the consent of the Securityholders under thisSection 9.2 to approve the particular form of any proposed supplementalindenture, but it shall be sufficient if such consent shall approve thesubstance thereof.

**Section 9.3.****                               ****Effect of SupplementalIndentures****. **Upon the execution of any supplementalindenture pursuant to the provisions of this Article IX, this Indenture shallbe and be deemed to be modified and amended in accordance therewith and therespective rights, limitations of rights, obligations, duties and immunitiesunder this Indenture of the Trustee, the Bank and the holders of Debenturesshall

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thereafter be determined,exercised and enforced hereunder subject in all respects to such modificationsand amendments and all the terms and conditions of any such supplementalindenture shall be and be deemed to be part of the terms and conditions of thisIndenture for any and all purposes.

**Section 9.4.****                               ****Notation on Debentures****. **Debentures authenticated and delivered after the execution of anysupplemental indenture pursuant to the provisions of this Article IX may bear anotation as to any matter provided for in such supplemental indenture.  If the Bank or the Trustee shall so determine,new Debentures so modified as to conform, in the opinion of the Board ofDirectors of the Bank, to any modification of this Indenture contained in anysuch supplemental indenture may be prepared and executed by the Bank,authenticated by the Trustee or the Authenticating Agent and delivered inexchange for the Debentures then outstanding.

**Section 9.5.****                               ****Evidence of Compliance ofSupplemental Indenture to be Furnished to Trustee****. **The Trustee, subject to the provisions of Sections 6.1 and 6.2, shall,in addition to the documents required by Section 14.6, receive an Officers’Certificate and an Opinion of Counsel as conclusive evidence that anysupplemental indenture executed pursuant hereto complies with the requirementsof this Article IX.  The Trustee shallreceive an Opinion of Counsel as conclusive evidence that any supplementalindenture executed pursuant to this Article IX is authorized or permitted by,and conforms to, the terms of this Article IX and that it is proper for theTrustee under the provisions of this Article IX to join in the executionthereof.

**ARTICLE X.REDEMPTION OF SECURITIES**

**Section 10.1.****                        ****Optional Redemption****. **The Bank shall have the right (subject to the receipt by the Bank ofprior written approval by the Federal Reserve, if then required underapplicable regulations of the Federal Reserve) to redeem the Debentures, inwhole or in part, but in all cases in a principal amount with integralmultiples of $1,000.00, on any Interest Payment Date on or after the InterestPayment Date in June 2010 (the “Redemption Date”) at the Redemption Price.

**Section 10.2.****                        ****Notice of Redemption;Selection of Debentures****. **In case the Bank shall desire to exercise theright to redeem all, or, as the case may be, any part of the Debentures, itshall cause to be mailed a notice of such redemption at least 30 and not morethan 60 days prior to the Redemption Date to the holders of Debentures so to beredeemed as a whole or in part at their last addresses as the same appear onthe Debenture Register.  Such mailingshall be by first class mail.  The noticeif mailed in the manner herein provided shall be conclusively presumed to havebeen duly given, whether or not the holder receives such notice.  In any case, failure to give such notice bymail or any defect in the notice to the holder of any Debenture designated forredemption as a whole or in part shall not affect the validity of theproceedings for the redemption of any other Debenture.

Eachsuch notice of redemption shall specify the CUSIP number, if any, of theDebentures to be redeemed, the Redemption Date, the Redemption Price at whichDebentures are to be redeemed, the place or places of payment, that paymentwill be made upon presentation and surrender of such Debentures, that interestaccrued to the date fixed for redemption will be paid as specified in saidnotice, and that on and after said date interest thereon or on the portionsthereof to be redeemed will cease to accrue. If less than all the Debentures are to be redeemed the notice ofredemption shall specify the numbers of the Debentures to be redeemed.  In case the Debentures are to be redeemed inpart only, the notice of redemption shall state the portion of the principalamount thereof to be redeemed and shall state that on and after the date fixedfor redemption, upon surrender of such Debenture, a new Debenture or Debenturesin principal amount equal to the unredeemed portion thereof will be issued.

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Priorto 10:00 a.m. New York City time on the Redemption Date, the Bank will depositwith the Trustee or with one or more paying agents an amount of moneysufficient to redeem on the Redemption Date all the Debentures so called forredemption at the appropriate Redemption Price.

Ifall, or less than all, the Debentures are to be redeemed, the Bank will givethe Trustee notice not less than 45 nor more than 60 days, respectively, priorto the Redemption Date, as to the aggregate principal amount of Debentures tobe redeemed and the Trustee shall select, in such manner as in its solediscretion it shall deem appropriate and fair, the Debentures or portionsthereof (in integral multiples of $1,000.00) to be redeemed.

**Section 10.3.****                        ****Payment of Debentures Calledfor Redemption****. **If notice of redemption has been given asprovided in Section 10.2, the Debentures or portions of Debentures with respectto which such notice has been given shall become due and payable on theRedemption Date and at the place or places stated in such notice at theapplicable Redemption Price (unless the Bank shall default in the payment ofsuch Debentures at the Redemption Price) interest on the Debentures or portionsof Debentures so called for redemption shall cease to accrue.  On presentation and surrender of suchDebentures at a place of payment specified in said notice, such Debentures orthe specified portions thereof shall be paid and redeemed by the Bank at theapplicable Redemption Price.

Uponpresentation of any Debenture redeemed in part only, the Bank shall execute andthe Trustee shall authenticate and make available for delivery to the holderthereof, at the expense of the Bank, a new Debenture or Debentures ofauthorized denominations, in principal amount equal to the unredeemed portionof the Debenture so presented.

**ARTICLE XI.CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE**

**Section 11.1.****                        ****Bank May Consolidate, etc.,on Certain Terms****. **Nothing contained in this Indenture or in theDebentures shall prevent any consolidation or merger of the Bank with or intoany other Person (whether or not affiliated with the Bank) or successiveconsolidations or mergers in which the Bank or its successor or successorsshall be a party or parties, or shall prevent any sale, conveyance, transfer orother disposition of the property of the Bank or its successor or successors asan entirety, or substantially as an entirety, to any other Person (whether ornot affiliated with the Bank, or its successor or successors) authorized toacquire and operate the same; provided, however, that the Bankhereby covenants and agrees that, upon any such consolidation, merger (wherethe Bank is not the surviving corporation), sale, conveyance, transfer or otherdisposition, the due and punctual payment of the principal of (and premium, ifany) and interest on all of the Debentures in accordance with their terms,according to their tenor, and the due and punctual performance and observanceof all the covenants and conditions of this Indenture to be kept or performedby the Bank, shall be expressly assumed by supplemental indenture satisfactoryin form to the Trustee executed and delivered to the Trustee by the entityformed by such consolidation, or into which the Bank shall have been merged, orby the entity which shall have acquired such property.

**Section 11.2.****                        ****Successor Entity to beSubstituted****. **In case of any such consolidation, merger,sale, conveyance, transfer or other disposition and upon the assumption by thesuccessor entity, by supplemental indenture, executed and delivered to theTrustee and satisfactory in form to the Trustee, of the due and punctualpayment of the principal of and premium, if any, and interest on all of theDebentures and the due and punctual performance and observance of all of thecovenants and conditions of this Indenture to be performed or observed by theBank, such successor entity shall succeed to and be substituted for the Bank,with the same effect as if it had been named herein as the Bank, and thereuponthe predecessor entity shall be relieved of any further liability or obligationhereunder or upon the Debentures.  Suchsuccessor entity thereupon may cause to be signed, and may issue in its ownname, any

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or all of the Debenturesissuable hereunder which theretofore shall not have been signed by the Bank anddelivered to the Trustee or the Authenticating Agent; and, upon the order ofsuch successor entity instead of the Bank and subject to all the terms,conditions and limitations in this Indenture prescribed, the Trustee or theAuthenticating Agent shall authenticate and deliver any Debentures whichpreviously shall have been signed and delivered by the officers of the Bank, tothe Trustee or the Authenticating Agent for authentication, and any Debentureswhich such successor entity thereafter shall cause to be signed and deliveredto the Trustee or the Authenticating Agent for that purpose.  All the Debentures so issued shall in allrespects have the same legal rank and benefit under this Indenture as theDebentures theretofore or thereafter issued in accordance with the terms ofthis Indenture as though all of such Debentures had been issued at the date ofthe execution hereof.

**Section 11.3.****                        ****Opinion of Counsel to beGiven to Trustee****. **The Trustee, subject to the provisions ofSections 6.1 and 6.2, shall receive, in addition to the Opinion of Counselrequired by Section 9.5, an Opinion of Counsel as conclusive evidence that anyconsolidation, merger, sale, conveyance, transfer or other disposition, and anyassumption, permitted or required by the terms of this Article XI complies withthe provisions of this Article XI.

**ARTICLE XII.SATISFACTION AND DISCHARGE OF INDENTURE**

**Section12.1.****                        ****Discharge of Indenture****. **When

(a)                               the Bank shall deliver to the Trustee forcancellation all Debentures theretofore authenticated (other than anyDebentures which shall have been destroyed, lost or stolen and which shall havebeen replaced or paid as provided in Section 2.6) and not theretofore canceled,or

(b)                              all the Debentures not theretofore canceledor delivered to the Trustee for cancellation shall have become due and payable,or are by their terms to become due and payable within 1 year or are to becalled for redemption within 1 year under arrangements satisfactory to theTrustee for the giving of notice of redemption, and the Bank shall deposit withthe Trustee, in trust, funds, which shall be immediately due and payable, sufficientto pay at maturity or upon redemption all of the Debentures (other than anyDebentures which shall have been destroyed, lost or stolen and which shall havebeen replaced or paid as provided in Section 2.6) not theretofore canceled ordelivered to the Trustee for cancellation, including principal and premium, ifany, and interest due or to become due to such date of maturity or redemptiondate, as the case may be, but excluding, however, the amount of any moneys forthe payment of principal of, and premium, if any, or interest on the Debentures(1) theretofore repaid to the Bank in accordance with the provisions of Section12.4, or (2) paid to any state or to the District of Columbia pursuant to itsunclaimed property or similar laws,

and if in the case of eitherclause (a) or clause (b) the Bank shall also pay or cause to be paid all othersums payable hereunder by the Bank, then this Indenture shall cease to be offurther effect except for the provisions of Sections 2.5, 2.6, 2.8, 3.1, 3.2,3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall survive until such Debentures shallmature and be paid.  Thereafter, Sections6.6 and 12.4 shall survive, and the Trustee, on demand of the Bank accompaniedby an 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 Bank, shall execute proper instruments acknowledgingsatisfaction of and discharging this Indenture. The Bank agrees to reimburse the Trustee for any costs or expensesthereafter reasonably and properly incurred by the Trustee in connection withthis Indenture or the Debentures.

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**Section 12.2.****                        ****Deposited Moneys to be Heldin Trust by Trustee****. **Subject to the provisions of Section 12.4,all moneys deposited with the Trustee pursuant to Section 12.1 shall be held intrust in a non-interest bearing account and applied by it to the payment,either directly or through any paying agent (including the Bank if acting asits own paying agent), to the holders of the particular Debentures for thepayment of which such moneys have been deposited with the Trustee, of all sumsdue and to become due thereon for principal, and premium, if any, and interest.

**Section 12.3.****                        ****Paying Agent to Repay MoneysHeld****. **Upon the satisfaction and discharge of this Indenture all moneys thenheld by any paying agent of the Debentures (other than the Trustee) shall, upondemand of the Bank, be repaid to it or paid to the Trustee, and thereupon suchpaying agent shall be released from all further liability with respect to suchmoneys.

**Section 12.4.****                        ****Return of Unclaimed Moneys****. **Any moneys deposited with or paid to the Trustee or any paying agentfor payment of the principal of, and premium, if any, or interest on Debenturesand not applied but remaining unclaimed by the holders of Debentures for 2years after the date upon which the principal of, and premium, if any, orinterest on such Debentures, as the case may be, shall have become due andpayable, shall, subject to applicable escheatment laws, be repaid to the Bankby the Trustee or such paying agent on written demand; and the holder of any ofthe Debentures shall thereafter look only to the Bank for any payment whichsuch holder may be entitled to collect, and all liability of the Trustee orsuch paying agent with respect to such moneys shall thereupon cease.

**ARTICLE XIII.IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS**

**Section 13.1.****                        ****Indenture and Debentures SolelyCorporate Obligations****. **No recourse for the payment of the principalof or premium, if any, or interest on any Debenture, or for any claim basedthereon or otherwise in respect thereof, and no recourse under or upon anyobligation, covenant or agreement of the Bank in this Indenture or in anysupplemental indenture, or in any such Debenture, or because of the creation ofany indebtedness represented thereby, shall be had against any incorporator,stockholder, employee, officer or director, as such, past, present or future,of the Bank or of any successor Person of the Bank, either directly or throughthe Bank or any successor Person of the Bank, whether by virtue of anyconstitution, statute or rule of law, or by the enforcement of any assessmentor penalty or otherwise, it being expressly understood that all such liabilityis hereby expressly waived and released as a condition of, and as aconsideration for, the execution of this Indenture and the issue of theDebentures.

**ARTICLE XIV.MISCELLANEOUS PROVISIONS**

**Section14.1.****                        ****Successors.**** **All the covenants, stipulations, promises and agreements of the Bank inthis Indenture shall bind its successors and assigns whether so expressed ornot.

**Section 14.2.****                        ****Official Acts by SuccessorEntity****. **Any act or proceeding by any provision ofthis Indenture authorized or required to be done or performed by any board,committee or officer of the Bank shall and may be done and performed with likeforce and effect by the like board, committee, officer or other authorized Personof any entity that shall at the time be the lawful successor of the Bank.

**Section 14.3.****                        ****Surrender of Bank Powers****. **The Bank by instrument in writing executed by authority of at least 2/3 (two-thirds)of its Board of Directors and delivered to the Trustee may surrender any of thepowers reserved to the Bank and thereupon such power so surrendered shallterminate both as to the Bank, and as to any permitted successor.

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**Section 14.4.****                        ****Addresses for Notices, etc****. **Any notice, consent, direction, request, authorization, waiver ordemand which by any provision of this Indenture is required or permitted to begiven, made, furnished or served by the Trustee or by the Securityholders on orto the Bank may be given or served in writing by being deposited postage prepaidby registered or certified mail in a post office letter box addressed (untilanother address is filed by the Bank, with the Trustee for the purpose) to theBank, 4275 Executive Square, Suite 650, La Jolla, California  92037, Attention:  James Burgess.  Any notice, consent, direction, request,authorization, waiver or demand by any Securityholder or the Bank to or uponthe Trustee shall be deemed to have been sufficiently given or made, for allpurposes, if given or made in writing at the office of the Trustee, addressedto the Trustee, Rodney Square North, 1100 North Market Street, Wilmington,Delaware 19890-1600, Attention: Corporate Trust Administration. Any notice, consent, direction, request, authorization, waiver or demandon or to any Securityholder shall be deemed to have been sufficiently given ormade, for all purposes, if given or made in writing at the address set forth inthe Debenture Register.

**Section 14.5.****                        ****Governing Law****. **This Indenture and each Debenture shall be deemed to be a contract madeunder the law of the State of New York, and for all purposes shall be governedby and construed in accordance with the law of said State, without regard toconflict of laws principles thereof.

**Section 14.6.****                        ****Evidence of Compliance withConditions Precedent****. **Upon any application or demand by the Bank tothe Trustee to take any action under any of the provisions of this Indenture,the Bank shall furnish to the Trustee an Officers’ Certificate stating that inthe opinion of the signers all conditions precedent, if any, provided for inthis Indenture relating to the proposed action have been complied with and anOpinion of Counsel stating that, in the opinion of such counsel, all suchconditions precedent have been complied with.

Eachcertificate or opinion provided for in this Indenture and delivered to theTrustee with respect to compliance with a condition or covenant provided for inthis Indenture shall include (1) a statement that the person making suchcertificate or opinion has read such covenant or condition; (2) 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; (3) a statement that, in the opinion of such person, he has made suchexamination or investigation as is necessary to enable him to express aninformed opinion as to whether or not such covenant or condition has beencomplied with; and (4) a statement as to whether or not in the opinion of suchperson, such condition or covenant has been complied with.

**Section 14.7.****                        ****Table of Contents, Headings,etc****. **The table of contents and the titles and headings of the articles andsections of this Indenture have been inserted for convenience of referenceonly, are not to be considered a part hereof, and shall in no way modify orrestrict any of the terms or provisions hereof.

**Section 14.8.****                        ****Execution in Counterparts****. **This Indenture may be executed in any number of counterparts, each ofwhich shall be an original, but such counterparts shall together constitute butone and the same instrument.

**Section 14.9.****                        ****Separability****. **In case any one or more of the provisions contained in this Indentureor in the Debentures shall for any reason be held to be invalid, illegal orunenforceable in any respect, such invalidity, illegality or unenforceabilityshall not affect any other provisions of this Indenture or of such Debentures,but this Indenture and such Debentures shall be construed as if such invalid orillegal or unenforceable provision had never been contained herein or therein.

**Section14.10.****                 ****Assignment****. **The Bank will have the right at all times to assign any of its rightsor obligations under this Indenture to a direct or indirect wholly ownedSubsidiary of the Bank, provided

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that, in the event of anysuch assignment, the Bank will remain liable for all such obligations.  Subject to the foregoing, this Indenture isbinding upon and inures to the benefit of the parties hereto and theirrespective successors and assigns.  Inaddition, the obligations of the Bank may be assigned in accordance withSection 11.3.  This Indenture may nototherwise be assigned by the parties hereto.

**ARTICLE XV.SUBORDINATION OF DEBENTURES**

**Section 15.1.****                        ****Agreement to Subordinate****. **The Bank covenants and agrees, and each holder of Debentures by suchSecurityholder’s acceptance thereof likewise covenants and agrees, that allDebentures shall be issued subject to the provisions of this Article XV; andeach holder of a Debenture, whether upon original issue or upon transfer orassignment thereof, accepts and agrees to be bound by such provisions.

Thepayment by the Bank of the principal of, and premium, if any, and interest onall Debentures shall, to the extent and in the manner hereinafter set forth, besubordinated and junior in right of payment to the prior payment in full of allSenior Indebtedness of the Bank, whether outstanding at the date of thisIndenture or thereafter incurred.

No provision of this ArticleXV shall prevent the occurrence of any default or Event of Default hereunder.

**Section 15.2.****                        ****Default on SeniorIndebtedness****. **In the event and during the continuation ofany default by the Bank in the payment of principal, premium, interest or anyother payment due on any Senior Indebtedness of the Bank following any graceperiod, or in the event that the maturity of any Senior Indebtedness of theBank has been accelerated because of a default and such acceleration has notbeen rescinded or canceled and such Senior Indebtedness has not been paid infull, then, in either case, no payment shall be made by the Bank with respectto the principal (including redemption) of, or premium, if any, or interest onthe Debentures.

Inthe event that, notwithstanding the foregoing, any payment shall be received bythe Trustee when such payment is prohibited by the preceding paragraph of thisSection 15.2, such payment shall, subject to Section 15.7, be held in trust forthe benefit of, and shall be paid over or delivered to, the holders of SeniorIndebtedness or their respective representatives, or to the trustee or trusteesunder any indenture pursuant to which any of such Senior Indebtedness may havebeen issued, as their respective interests may appear, but only to the extentthat the holders of the Senior Indebtedness (or their representative orrepresentatives or a 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.

**Section 15.3.****                        ****Liquidation, Dissolution,Bankruptcy****. **Upon any payment by the Bank or distributionof assets of the Bank of any kind or character, whether in cash, property orsecurities, to creditors upon any insolvency, receivership, conservatorship,reorganization, readjustment of debt, marshaling of assets and liabilities orsimilar proceedings or any liquidation or winding up of or relating to theBank, whether voluntary or involuntary, all amounts due upon all Senior Indebtednessof the Bank shall first be paid in full, or payment thereof provided for inmoney in accordance with its terms, before any payment is made by the Bank, onaccount of the principal (and premium, if any) or interest on the Debentures.  In the event of any such proceedings, anypayment by the Bank, or distribution of assets of the Bank of any kind orcharacter, whether in cash, property or securities, to which theSecurityholders or the Trustee would be entitled to receive from the Bank,except for the provisions of this Article XV, shall be paid by the Bank, or byany receiver, trustee in bankruptcy, liquidating trustee, agent or other Personmaking such payment or distribution, or by the Securityholders or by theTrustee under this Indenture if

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received by them or it,directly to the holders of Senior Indebtedness (*pro rata* to such holders on the basis of the respectiveamounts of Senior Indebtedness held by such holders, as calculated by the Bank)or their 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, tothe extent necessary to pay such Senior Indebtedness in full, in money or money’sworth, after giving effect to any concurrent payment or distribution to or forthe holders of such Senior Indebtedness, before any payment or distribution ismade to the Securityholders or to the Trustee.

Inthe event that, notwithstanding the foregoing, any payment or distribution ofassets of the Bank of any kind or character, whether in cash, property orsecurities, prohibited by the foregoing, shall be received by the Trusteebefore all Senior Indebtedness is paid in full, or provision is made for suchpayment in money in accordance with its terms, such payment or distributionshall be held in trust for the benefit of and shall be paid over or deliveredto the holders of such Senior Indebtedness or their representative orrepresentatives, or to the trustee or trustees under any indenture pursuant towhich any instruments evidencing such Senior Indebtedness may have been issued,as their respective interests may appear, as calculated by the Bank, forapplication to the payment of all Senior Indebtedness, remaining unpaid to theextent necessary to pay such Senior Indebtedness in full in money in accordancewith its terms, after giving effect to any concurrent payment or distributionto or for the benefit of the holders of such Senior Indebtedness.

Forpurposes of this Article XV, the words “cash, property or securities” shall notbe deemed to include shares of stock of the Bank as reorganized or readjusted,or securities of the Bank or any other corporation provided for by a plan ofreorganization or readjustment, the payment of which is subordinated at leastto the extent provided in this Article XV with respect to the Debentures to thepayment of all Senior Indebtedness, that may at the time be outstanding,provided that (i) such Senior Indebtedness is assumed by the new corporation,if any, resulting from any such reorganization or readjustment, and (ii) therights of the holders of such Senior Indebtedness are not, without the consentof such holders, altered by such reorganization or readjustment.  The consolidation of the Bank with, or themerger of the Bank into, another corporation or the liquidation or dissolutionof the Bank following the conveyance or transfer of its property as anentirety, or substantially as an entirety, to another corporation upon theterms and conditions provided for in Article XI of this Indenture shall not bedeemed a dissolution, winding-up, liquidation or reorganization for thepurposes of this Section if such other corporation shall, as a part of suchconsolidation, merger, conveyance or transfer, comply with the conditionsstated in Article XI of this Indenture. Nothing in Section 15.2 or in this Section shall apply to claims of, orpayments to, the Trustee under or pursuant to Section 6.6 of this Indenture.

**Section 15.4.****                        ****Subrogation****. **Subject to the payment in full of all Senior Indebtedness, theSecurityholders shall be subrogated to the rights of the holders of such SeniorIndebtedness to receive payments or distributions of cash, property orsecurities of the Bank, applicable to such Senior Indebtedness until theprincipal of (and premium, if any) and interest on the Debentures shall be paidin full.  For the purposes of suchsubrogation, no payments or distributions to the holders of such SeniorIndebtedness of any cash, property or securities to which the Securityholdersor the Trustee would be entitled except for the provisions of this Article XV,and no payment over pursuant to the provisions of this Article XV to or for thebenefit of the holders of such Senior Indebtedness by Securityholders or theTrustee, shall, as between the Bank, its creditors other than holders of SeniorIndebtedness of the Bank, and the holders of the Debentures be deemed to be apayment or distribution by the Bank to or on account of such SeniorIndebtedness.  It is understood that theprovisions of this Article XV are and are intended solely for the purposes ofdefining the relative rights of the holders of the Securities, on the one hand,and the holders of such Senior Indebtedness, on the other hand.

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Nothingcontained in this Article XV or elsewhere in this Indenture or in theDebentures is intended to or shall impair, as between the Bank, its creditorsother than the holders of Senior Indebtedness, and the holders of theDebentures, the obligation of the Bank, which is absolute and unconditional, topay to the holders of the Debentures the principal of (and premium, if any) andinterest on the Debentures as and when the same shall become due and payable inaccordance with their terms, or is intended to or shall affect the relativerights of the holders of the Debentures and creditors of the Bank, other thanthe holders of Senior Indebtedness, nor shall anything herein or thereinprevent the Trustee or the holder of any Debenture from exercising all remediesotherwise permitted by applicable law upon default under this Indenture,subject to the rights, if any, under this Article XV of the holders of suchSenior Indebtedness in respect of cash, property or securities of the Bank,received upon the exercise of any such remedy.

Uponany payment or distribution of assets of the Bank referred to in this ArticleXV, the Trustee, subject to the provisions of Article VI of this Indenture, andthe Securityholders shall be entitled to conclusively rely upon any order ordecree made 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 Bank, the amount thereof or payablethereon, the amount or amounts paid or distributed thereon and all other factspertinent thereto or to this Article XV.

**Section 15.5.****                        ****Trustee to EffectuateSubordination****. **Each Securityholder by such Securityholder’sacceptance thereof authorizes and directs the Trustee on such Securityholder’sbehalf to take such action as may be necessary or appropriate to effectuate thesubordination provided in this Article XV and appoints the Trustee suchSecurityholder’s attorney-in-fact for any and all such purposes.

**Section 15.6.****                        ****Notice by the Bank****. **The Bank shall give prompt written notice to a Responsible Officer ofthe Trustee at the Principal Office of the Trustee of any fact known to theBank that would prohibit the making of any payment of monies to or by theTrustee in respect of the Debentures pursuant to the provisions of this ArticleXV.  Notwithstanding the provisions ofthis Article XV or any other provision of this Indenture, the Trustee shall notbe charged with knowledge of the existence of any facts that would prohibit themaking of any payment of monies to or by the Trustee in respect of theDebentures pursuant to the provisions of this Article XV, unless and until aResponsible Officer of the Trustee at the Principal Office of the Trustee shallhave received written notice thereof from the Bank or a holder or holders ofSenior Indebtedness or from any trustee therefor; and before the receipt of anysuch written notice, the Trustee, subject to the provisions of Article VI ofthis Indenture, shall be entitled in all respects to assume that no such factsexist; provided, however, that if the Trustee shall not havereceived the notice provided for in this Section at least 2 Business Days priorto the date upon which by the terms hereof any money may become payable for anypurpose (including, without limitation, the payment of the principal of (orpremium, if any) or interest on any Debenture), then, anything herein containedto the contrary notwithstanding, the Trustee shall have full power andauthority to receive such money and to apply the same to the purposes for whichthey were received, and shall not be affected by any notice to the contrarythat may be received by it within 2 Business Days prior to such date.

TheTrustee, subject to the provisions of Article VI of this Indenture, shall beentitled to conclusively rely on the delivery to it of a written notice by aPerson representing himself to be a holder of Senior Indebtedness (or a trusteeor representative on behalf of such holder), to establish that such notice hasbeen given by a holder of such Senior Indebtedness or a trustee orrepresentative 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

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any payment or distributionpursuant to this Article XV, the Trustee may request such Person to furnishevidence to the reasonable satisfaction of the Trustee as to the amount of suchSenior Indebtedness held by such Person, the extent to which such Person isentitled to participate in such payment or distribution and any other factspertinent to the rights of such Person under this Article XV, and, if suchevidence is not furnished, the Trustee may defer any payment to such Personpending judicial determination as to the right of such Person to receive suchpayment.

**Section 15.7.****                        ****Rights of the Trustee;Holders of Senior Indebtedness****. **The Trustee in its individual capacity shallbe entitled to all the rights set forth in this Article XV in respect of anySenior Indebtedness at any time held by it, to the same extent as any otherholder of Senior Indebtedness, and nothing in this Indenture shall deprive theTrustee of any of its rights as such holder.

Withrespect to the holders of Senior Indebtedness, 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 against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holdersof such Senior Indebtedness and, subject to the provisions of Article VI ofthis Indenture, the Trustee shall not be liable to any holder of such SeniorIndebtedness if it shall pay over or deliver to Securityholders, the Bank orany other Person money or assets to which any holder of such Senior Indebtednessshall be entitled by virtue of this Article XV or otherwise.

Nothing in this Article XVshall apply to claims of, or payments to, the Trustee under or pursuant toSection 6.6.

**Section 15.8.****                        ****Subordination May Not BeImpaired****. **No right of any present or future holder ofany Senior Indebtedness to enforce subordination as herein provided shall atany time in any way be prejudiced or impaired by any act or failure to act onthe part of the Bank, or by any act or failure to act, in good faith, by any suchholder, or by any noncompliance by the Bank, with the terms, provisions andcovenants of this Indenture, regardless of any knowledge thereof that any suchholder may have or otherwise be charged with.

Withoutin any way limiting the generality of the foregoing paragraph, the holders ofSenior Indebtedness may, at any time and from time to time, without the consentof 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 Debentures to the holders of such Senior Indebtedness, do anyone or more of the following:  (i) changethe manner, place or terms of payment or extend the time of payment of, orrenew or alter, such Senior Indebtedness, or otherwise amend or supplement inany manner such Senior Indebtedness or any instrument evidencing the same orany agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange,release or otherwise deal with any property pledged, mortgaged or otherwisesecuring such Senior Indebtedness; (iii) release any Person liable in anymanner for the collection of such Senior Indebtedness; and (iv) exercise orrefrain from exercising any rights against the Bank, and any other Person.

*Signatures appear on the following page*

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IN WITNESS WHEREOF,the parties hereto have caused this Indenture to be duly executed by theirrespective officers thereunto duly authorized, as of the day and year firstabove written.
|        | 1ST PACIFIC BANK OF CALIFORNIA       |
|--------|--------------------------------------|
|   |                                 |
|   |                                 |   |
|   | By                                   | /s/ James Burgess |   |
|   |                                 | Name: | JAMES BURGESS |
|   |                                 | Title: | EVP/CFO |
|   |                                 |   |
|   |                                 |   |
|   | WILMINGTON TRUST COMPANY, as Trustee |
|   |                                 |   |
|   |                                 |   |
|   | By                                   |   |   |
|   |                                 | Name: |   |
|   |                                 | Title: |   |
|        |                                      |  |  |  |

 

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INWITNESS WHEREOF, the parties hereto have caused this Indenture to be dulyexecuted by their respective officers thereunto duly authorized, as of the dayand year first above written.
|        | 1ST PACIFIC BANK OF CALIFORNIA       |
|--------|--------------------------------------|
|   |                                 |
|   |                                 |   |
|   | By                                   |   |   |
|   |                                 | Name: |   |
|   |                                 | Title: |   |
|   |                                 |   |
|   |                                 |   |
|   | WILMINGTON TRUST COMPANY, as Trustee |
|   |                                 |   |
|   |                                 |   |
|   | By                                   | /s/ Heather L. Williamson |   |
|   |                                 | Name: | **Heather  L. Williamson** |
|   |                                 | Title: | **Financial Services Officer** |
|        |                                      |  |  |  |

 

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**EXHIBIT A**

**FORM OF FLOATING RATE JUNIOR SUBORDINATED DEBENTURE**

[FORMOF FACE OF SECURITY]

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.

THIS OBLIGATION ISSUBORDINATED TO CLAIMS OF DEPOSITORS, IS UNSECURED, AND IS INELIGIBLE ASCOLLATERAL FOR A LOAN BY THE BANK.

THISSECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED(THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLESECURITIES LAW (INCLUDING 12 U.S.C. 221 ET SEQ. AND 12 C.F.R. PART 208PROMULGATED THEREUNDER (THE “MEMBER BANK SECURITIES LAWS”)) AND NEITHER THISSECURITY NOR 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 AND ANY OTHER APPLICABLESECURITIES LAW, INCLUDING THE MEMBER BANK SECURITIES LAWS.  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCEHEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY ONLY (A) TOTHE BANK, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLAREDEFFECTIVE UNDER, AS APPLICABLE, THE SECURITIES ACT OR THE MEMBER BANKSECURITIES LAWS, (C) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS AQUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE144A SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A INACCORDANCE WITH RULE 144A, (D) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTIONIN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S UNDERTHE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THEMEANING OF SUBPARAGRAPH (A) OF RULE 501 UNDER THE SECURITIES ACT THAT ISACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH ANINSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEWTO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OFTHE SECURITIES ACT OR THE MEMBER BANK SECURITIES LAWS, OR (F) PURSUANT TO ANYOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AS APPLICABLE,THE SECURITIES ACT OR THE MEMBER BANK SECURITIES LAWS, SUBJECT TO THE BANK’SRIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER 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 THEBANK.

THEHOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF 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 INCOME SECURITYACT OF 1974, AS AMENDED (“ERISA”),  ORSECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)(EACH A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BYREASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING “PLANASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THE SECURITIES OR ANY

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

THISSECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING ANAGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $500,000.00 AND MULTIPLES OF$1,000.00 IN EXCESS THEREOF.  ANYATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING AN AGGREGATE PRINCIPALAMOUNT OF LESS THAN $500,000.00 SHALL BE DEEMED TO BE VOID AND OF NO LEGALEFFECT WHATSOEVER.

THE HOLDER OF THIS SECURITYAGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

INCONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR ANDTRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BYTHE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOINGRESTRICTIONS.

[CUSIP NO. [                ] **Tobe inserted at the request of the Holder]

FloatingRate Junior Subordinated Debenture

of

1stPacific Bank of California

March31, 2005

1stPacific Bank of California, a member bank organized under the laws ofCalifornia (the “Bank” which term includes any successor Person under theIndenture hereinafter referred to), for value received promises to pay to FirstTennessee Bank National Association or registered assigns, the principal sum offive million dollars ($5,000,000.00) on June 15, 2020, and to pay interest onsaid principal sum from March 31, 2005, or from the most recent InterestPayment Date (as defined below) to which interest has been paid or dulyprovided for, quarterly in arrears on March 15, June 15, September 15 andDecember 15 of each year or if such day is not a Business Day, then the nextsucceeding Business Day (each such date, an “Interest Payment Date”) (it beingunderstood that interest accrues for any such non-Business Day), commencing onthe Interest Payment Date in June 2005, at an annual rate equal to 4.90%beginning on (and including) the date of original issuance and ending on (butexcluding) the Interest Payment Date in June 2005 and at an annual rate for eachsuccessive period beginning on (and including) the Interest Payment Date inJune 2005, and each succeeding Interest Payment Date, and ending on (but

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excluding) the nextsucceeding Interest Payment Date (each a “Distribution Period”), equal to3-Month LIBOR, determined as described below, plus 1.78% (the “Coupon Rate”),applied to the principal amount hereof, until the principal hereof is paid orduly provided for or made available for payment, 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(including Additional Interest) at the Interest Rate in effect for eachapplicable period, compounded quarterly, from the dates such amounts are dueuntil they are paid or made available for payment.  The amount of interest payable for any periodwill be computed on the basis of the actual number of days in the DistributionPeriod concerned divided by 360.  Theinterest installment so payable, and punctually paid or duly provided for, onany Interest Payment Date will, as provided in the Indenture, be paid to thePerson in whose name this Debenture (or one or more Predecessor Securities) isregistered at the close of business on the regular record date for suchinterest installment, which shall be fifteen Business Days prior to the day onwhich the relevant Interest Payment Date occurs.  Any such interest installment not sopunctually paid or duly provided for shall forthwith cease to be payable to theHolder on such regular record date and may be paid to the Person in whose namethis Debenture (or one or more Predecessor Securities) is registered at theclose of business on a special record date.

“3-MonthLIBOR” as used herein, means the London interbank offered interest rate forthree-month U.S. dollar deposits determined by the Trustee in the followingorder of priority:  (i) the rate(expressed as a percentage per annum) for U.S. dollar deposits having athree-month maturity that appears on Telerate Page 3750 as of 11:00 a.m.(London time) on the related Determination Date (“Telerate Page 3750” means thedisplay designated as “Page 3750” on the Moneyline Telerate Service or suchother page as may replace Page 3750 on that service or such other service orservices as may be nominated by the British Bankers’ Association as theinformation vendor for the purpose of displaying London interbank offered ratesfor U.S. dollar deposits); (ii) if such rate cannot be identified on therelated Determination Date, the Trustee will request the principal Londonoffices of four leading banks in the London interbank market to provide suchbanks’ offered quotations (expressed as percentages per annum) to prime banksin the London interbank market for U.S. dollar deposits having a three-monthmaturity as of 11:00 a.m. (London time) on such Determination Date.  If at least two quotations are provided,3-Month LIBOR will be the arithmetic mean of such quotations; (iii) if fewerthan two such quotations are provided as requested in clause (ii) above, theTrustee will request four major New York City banks to provide such banks’offered quotations (expressed as percentages per annum) to leading Europeanbanks for loans in U.S. dollars as of 11:00 a.m. (London time) on suchDetermination Date.  If at least two suchquotations are provided, 3-Month LIBOR will be the arithmetic mean of suchquotations; and (iv) if fewer than two such quotations are provided asrequested in clause (iii) above, 3-Month LIBOR will be a 3-Month LIBORdetermined with respect to the Distribution Period immediately preceding suchcurrent Distribution Period.  If the ratefor U.S. dollar deposits having a three-month maturity that initially appearson Telerate Page 3750 as of 11:00 a.m. (London time) on the relatedDetermination Date is superseded on the Telerate Page 3750 by a corrected rateby 12:00 noon (London time) on such Determination Date, then the corrected rateas so substituted on the applicable page will be the applicable 3-Month LIBOR forsuch Determination Date.  As used herein,“Determination Date” means the date that is two London Banking Days (i.e., abusiness day in which dealings in deposits in U.S. dollars are transacted inthe London interbank market) preceding the commencement of the relevantDistribution Period.

The Interest Rate for anyDistribution Period will at no time be higher than the maximum rate thenpermitted by New York law as the same may be modified by United States law.

Allpercentages resulting from any calculations on the Debentures will be rounded,if necessary, to the nearest one hundred-thousandth of a percentage point, withfive one-millionths of a percentage point rounded upward (e.g., 9.876545% (or..09876545) being rounded to 9.87655% (or .0987655), and all

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dollar amounts used in orresulting from such calculation will be rounded to the nearest cent (withone-half cent being rounded upward)).

Theprincipal of and interest on this Debenture shall be payable at the office oragency of the Trustee (or other paying agent appointed by the Bank) maintainedfor that purpose in any coin or currency of the United States of America thatat the time of payment is legal tender for payment of public and private debts;provided, however, that payment of interest may be made by checkmailed to the registered holder at such address as shall appear in theDebenture Register if a request for a wire transfer by such holder has not beenreceived by the Bank or by wire transfer to an account appropriately designatedby the holder hereof.

Theindebtedness of the Bank evidenced by this Debenture shall be subordinate andjunior in right of payment to all claims (including post default interest inthe case of liquidation of the Bank) against the Bank, incurred, assumed orguaranteed by the Bank, having the same priority as the Bank’s obligations toits depositors, its obligations under bankers’ acceptances and letters ofcredit, and its obligations to any other creditors (including its obligationsto the Federal Reserve, FDIC, and any rights acquired by the FDIC as a resultof loans made by the FDIC to the Bank or the purchase or guarantee of any ofits assets by the FDIC pursuant to the provisions of 12 USC §1823(c), (d) or(e)), whether now outstanding or hereafter incurred, or any higher priority,and the principal, premium, if any, and interest in respect thereof, whetherincurred on or prior to the date of this Indenture or thereafter incurred.  Notwithstanding the foregoing, theindebtedness of the Bank evidenced by this Debenture shall not be subordinateand junior in right of payment to obligations with respect to which in theinstrument creating or evidencing the same, or pursuant to which the same isoutstanding, it is provided that such obligations are *pari passu*, junior or otherwise notsuperior in right of payment to the Debentures. The obligations that are senior in right of payment to this Debentureshall continue to be senior and be entitled to the subordination provisionsirrespective of any amendment, modification or waiver of any term of suchsenior obligations.

Nopayment shall at any time be made on account of the principal of thisDebenture, unless following such payment the aggregate of the Bank’sshareholders’ equity and capital notes or debentures that comply with therequirements of Section 670 of the California Financial Code thereafteroutstanding shall be the equal of such aggregate at the date of the originalissue of this Debenture, or as otherwise authorized by the CaliforniaCommissioner of Financial Institutions.

ThisDebenture shall not be entitled to any benefit under the Indenture hereinafterreferred to, be valid or become obligatory for any purpose until thecertificate of authentication hereon shall have been signed by or on behalf ofthe Trustee.

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

*Signatures appear on the following page*

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IN WITNESS WHEREOF, the Bankhas duly executed this certificate.
|        | 1ST PACIFIC BANK OF  CALIFORNIA |
|--------|---------------------------------|
|   |                            |
|   |                            |   |
|   | By                              |   |   |
|   |                            | Name: |   |
|   |                            | Title: |   |
|        |                                 |  |  |  |

 

 

CERTIFICATEOF AUTHENTICATION

This is one of theDebentures referred to in the within-mentioned Indenture.
|        | WILMINGTON TRUST COMPANY,  as Trustee |
|--------|---------------------------------------|
|   |                                  |
|   |                                  |   |
|   | By:                                   |   |   |
|   |                                  |  Authorized Officer |

 

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[FORMOF REVERSE OF DEBENTURE]

ThisDebenture is one of the floating rate junior subordinated debentures of theBank, all issued or to be issued under and pursuant to the Indenture dated asof March 31, 2005 (the “Indenture”), duly executed and delivered between theBank and the Trustee, to which Indenture reference is hereby made for adescription of the rights, limitations of rights, obligations, duties andimmunities thereunder of the Trustee, the Bank and the holders of theDebentures.  The Debentures are limitedin aggregate principal amount as specified in the Indenture.

TheBank shall have the right to redeem the Debentures, in whole or in part, but inall cases in a principal amount with integral multiples of $1,000.00, on anyInterest Payment Date on or after the Interest Payment Date in June 2010, atthe Redemption Price.

Priorto 10:00 a.m. New York City time on the Redemption Date, the Bank will depositwith the Trustee or with one or more paying agents an amount of moneysufficient to redeem on the Redemption Date all the Debentures so called forredemption at the appropriate Redemption Price.

Ifall, or less than all, the Debentures are to be redeemed, the Bank will give theTrustee notice not less than 45 nor more than 60 days, respectively, prior tothe Redemption Date as to the aggregate principal amount of Debentures to beredeemed and the Trustee shall select, in such manner as in its sole discretionit shall deem appropriate and fair, the Debentures or portions thereof (inintegral multiples of $1,000.00) to be redeemed.

Notwithstanding theforegoing, any redemption of Debentures by the Bank shall be subject to thereceipt of any and all required regulatory approvals.

Incase an Event of Default shall have occurred and be continuing, upon demand ofthe Trustee, the principal of all of the Debentures shall become due andpayable in the manner, with the effect and subject to the conditions providedin the Indenture, including the receipt of any and all required regulatoryapprovals.

TheIndenture contains provisions permitting the Bank and the Trustee, with theconsent of the holders of not less than a majority in aggregate principalamount of the Debentures at the time outstanding, to execute supplementalindentures for the purpose of adding any provisions to or changing in anymanner 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 Debentures; provided, however, that no such supplementalindenture shall without the consent of the holders of each Debenture thenoutstanding and affected thereby (i) change the fixed maturity of anyDebenture, or reduce the principal amount thereof or any premium thereon, orreduce the rate or extend the time of payment of interest thereon, or reduceany amount payable on redemption thereof or make the principal thereof or anyinterest or premium thereon payable in any coin or currency other than thatprovided in the Debentures, or impair or affect the right of any Securityholderto institute suit for payment thereof or impair the right of repayment, if any,at the option of the holder, or (ii) reduce the aforesaid percentage ofDebentures the holders of which are required to consent to any suchsupplemental indenture.

TheIndenture also contains provisions permitting the holders of a majority inaggregate principal amount of the Debentures at the time outstanding on behalfof the holders of all of the Debentures to waive (or modify any previouslygranted waiver of) any past Default, and its consequences, except a default (a)in the payment of principal of, premium, if any, or interest on any of theDebentures or (b) in respect of covenants or provisions hereof which cannot bemodified or amended without the consent of the holder of each Debentureaffected.  Upon any such waiver, thedefault covered thereby shall be deemed to be cured for all purposes of the Indentureand the Bank, the Trustee and the holders of the

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Debentures shall be restoredto their former positions and rights hereunder, respectively; but no suchwaiver shall extend to any subsequent or other default or Default or impair anyright consequent thereon.  Whenever anydefault or Default hereunder shall have been waived as permitted by theIndenture, said default or Default shall for all purposes of the Debentures andthe Indenture be deemed to have been cured and to be not continuing.

Inthe event of any insolvency, receivership, conservatorship, reorganization,readjustment of debt, marshaling of assets and liabilities or similarproceedings or any liquidation or winding up of or relating to the Bank,whether voluntary or involuntary, all such obligations shall be entitled to bepaid in full before any payment shall be made on account of the principal of,or premium, if any, or interest (including Additional Interest), on thisDebenture.  In the event of any suchproceedings, after payment in full of all sums owing on such prior obligations,the holder of this Debenture, together with any obligations of the Bank rankingon a parity with the Debentures, shall be entitled to be paid from theremaining assets of the Bank the unpaid principal thereof and any unpaidpremium, if any, and interest (including Additional Interest) before anypayment or other distribution, whether in cash, property, or otherwise, shallbe made on account of any capital stock or any obligations of the Bank rankingjunior to the Debentures.  Nothing hereinshall impair the obligation of the Bank, which is absolute and unconditional,to pay the principal of and any premium and interest (including AdditionalInterest) on this Debenture according to its terms.

TheDebentures are issuable only in registered, certificated form without couponsand in minimum denominations of $500,000.00 and any multiple of $1,000.00 inexcess thereof.  As provided in theIndenture and subject to the transfer restrictions and limitations as may becontained herein and therein from time to time, this Debenture is transferableby the holder hereof on the Debenture Register of the Bank.  Upon due presentment for registration oftransfer of any Debenture at the Principal Office of the Trustee or at any officeor agency of the Bank maintained for such purpose as provided in Section 3.2 ofthe Indenture, the Bank shall execute, the Bank or the Trustee shall registerand the Trustee or the Authenticating Agent shall authenticate and makeavailable for delivery in the name of the transferee or transferees a newDebenture for a like aggregate principal amount.  All Debentures presented for registration oftransfer or for exchange or payment shall (if so required by the Bank or theTrustee or the Authenticating Agent) be duly endorsed by, or be accompanied bya written instrument or instruments of transfer in form satisfactory to theBank and the Trustee or the Authenticating Agent duly executed by the holder orhis attorney duly authorized in writing. No service charge shall be made for any exchange or registration oftransfer of Debentures, but the Bank or the Trustee may require payment of asum sufficient to cover any tax, fee or other governmental charge that may beimposed in connection therewith.

Priorto due presentment for registration of transfer of any Debenture, the Bank, theTrustee, any Authenticating Agent, any paying agent, any transfer agent and anyDebenture registrar may deem the Person in whose name such Debenture shall beregistered upon the Debenture Register to be, and may treat him as, theabsolute owner of such Debenture (whether or not such Debenture shall beoverdue) for the purpose of receiving payment of or on account of the principalof, premium, if any, and interest on such Debenture and for all other purposes;and neither the Bank nor the Trustee nor any Authenticating Agent nor anypaying agent nor any transfer agent nor any Debenture registrar shall beaffected by any notice to the contrary. All such payments so made to any holder for the time being or upon hisorder shall be valid, and, to the extent of the sum or sums so paid, effectualto satisfy and discharge the liability for moneys payable upon any suchDebenture.

Norecourse for the payment of the principal of or premium, if any, or interest onany Debenture, or for any claim based thereon or otherwise in respect thereof,and no recourse under or upon any obligation, covenant or agreement of the Bankin the Indenture or in any supplemental indenture, or in

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any such Debenture, orbecause of the creation of any indebtedness represented thereby, shall be hadagainst any incorporator, stockholder, employee, officer or director, as such,past, present or future, of the Bank or of any successor Person of the Bank,either directly or through the Bank or any successor Person of the Bank,whether by virtue of any constitution, statute or rule of law, or by theenforcement of any assessment or penalty or otherwise, it being expresslyunderstood that all such liability is hereby expressly waived and released as acondition of, and as a consideration for, the execution of the Indenture andthe issue of the Debentures.

Capitalized terms used andnot defined in this Debenture shall have the meanings assigned in the Indenturedated as of the date of original issuance of this Debenture between the Trusteeand the Bank.

THEINDENTURE AND THE DEBENTURES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCEWITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWPRINCIPLES THEREOF.

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