Exhibit 4.3

TIERONE CORPORATION

as Issuer

INDENTURE

Dated as of April 26,
2004

WILMINGTON TRUST COMPANY

as Trustee

FLOATING RATE JUNIOR
SUBORDINATED DEBT SECURITIES DUE 2034

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# TABLE OF CONTENTS

|             |                                                                                     |   
|------------ | ----------------------------------------------------------------------------------- | --
|ARTICLE I    | DEFINITIONS                                                                         | 1 
|Section 1.01 | Definitions                                                                         | 1 
|ARTICLE II   | DEBT SECURITIES                                                                     | 8 
|Section 2.01 | Authentication and Dating                                                           | 8 
|Section 2.02 | Form of Trustee's Certificate of Authentication                                     | 9 
|Section 2.03 | Form and Denomination of Debt Securities                                            | 9 
|Section 2.04 | Execution of Debt Securities                                                        | 9 
|Section 2.05 | Exchange and Registration of Transfer of Debt Securities                            | 10
|Section 2.06 | Mutilated, Destroyed, Lost or Stolen Debt Securities                                | 13
|Section 2.07 | Temporary Debt Securities                                                           | 14
|Section 2.08 | Payment of Interest                                                                 | 14
|Section 2.09 | Cancellation of Debt Securities Paid, etc                                           | 16
|Section 2.10 | Computation of Interest                                                             | 16
|Section 2.11 | Extension of Interest Payment Period                                                | 17
|Section 2.12 | CUSIP Numbers                                                                       | 18
|ARTICLE III  | PARTICULAR COVENANTS OF THE COMPANY                                                 | 18
|Section 3.01 | Payment of Principal, Premium and Interest; Agreed Treatment of the Debt Securities | 18
|Section 3.02 | Offices for Notices and Payments, etc                                               | 19
|Section 3.03 | Appointments to Fill Vacancies in Trustee's Office                                  | 20
|Section 3.04 | Provision as to Paying Agent                                                        | 20
|Section 3.05 | Certificate to Trustee                                                              | 21
|Section 3.06 | Additional Amounts                                                                  | 21
|Section 3.07 | Compliance with Consolidation Provisions                                            | 21
|Section 3.08 | Limitation on Dividends                                                             | 22
|Section 3.09 | Covenants as to the Trust                                                           | 22
|ARTICLE IV   | LISTS                                                                               | 23
|Section 4.01 | Securityholders' Lists                                                              | 23
|Section 4.02 | Preservation and Disclosure of Lists                                                | 23
|Section 4.03 | Financial and Other Information                                                     | 24
|ARTICLE V    | REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS                                         | 25
|Section 5.01 | Events of Default                                                                   | 25
|Section 5.02 | Payment of Debt Securities on Default; Suit Therefor                                | 26
|Section 5.03 | Application of Moneys Collected by Trustee                                          | 28
|Section 5.04 | Proceedings by Securityholders                                                      | 28

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|             |                                                                  |   
|------------ | ---------------------------------------------------------------- | --
|             |                                                                  |   
|Section 5.05 | Proceedings by Trustee                                           | 29
|Section 5.06 | Remedies Cumulative and Continuing                               | 29
|Section 5.07 | Direction of Proceedings and Waiver of Defaults by Majority of  
|             | Securityholders                                                  | 29
|Section 5.08 | Notice of Defaults                                               | 30
|Section 5.09 | Undertaking to Pay Costs                                         | 30
|ARTICLE VI   | CONCERNING THE TRUSTEE                                           | 31
|Section 6.01 | Duties and Responsibilities of Trustee                           | 31
|Section 6.02 | Reliance on Documents, Opinions, etc.                            | 32
|Section 6.03 | No Responsibility for Recitals, etc.                             | 33
|Section 6.04 | Trustee, Authenticating Agent, Paying Agents, Transfer Agents or
|             | Registrar May Own Debt Securities                                | 33
|Section 6.05 | Moneys to be Held in Trust                                       | 33
|Section 6.06 | Compensation and Expenses of Trustee                             | 34
|Section 6.07 | Officers' Certificate as Evidence                                | 35
|Section 6.08 | Eligibility of Trustee                                           | 35
|Section 6.09 | Resignation or Removal of Trustee                                | 35
|Section 6.10 | Acceptance by Successor Trustee                                  | 37
|Section 6.11 | Succession by Merger, etc                                        | 37
|Section 6.12 | Authenticating Agents                                            | 38
|ARTICLE VII  | CONCERNING THE SECURITYHOLDERS                                   | 39
|Section 7.01 | Action by Securityholders                                        | 39
|Section 7.02 | Proof of Execution by Securityholders                            | 40
|Section 7.03 | Who Are Deemed Absolute Owners                                   | 40
|Section 7.04 | Debt Securities Owned by Company Deemed Not Outstanding          | 40
|Section 7.05 | Revocation of Consents; Future Holders Bound                     | 41
|ARTICLE VIII | SECURITYHOLDERS' MEETINGS                                        | 41
|Section 8.01 | Purposes of Meetings                                             | 41
|Section 8.02 | Call of Meetings by Trustee                                      | 42
|Section 8.03 | Call of Meetings by Company or Securityholders                   | 42
|Section 8.04 | Qualifications for Voting                                        | 42
|Section 8.05 | Regulations                                                      | 42
|Section 8.06 | Voting                                                           | 43
|Section 8.07 | Quorum; Actions                                                  | 43
|ARTICLE IX   | SUPPLEMENTAL INDENTURES                                          | 44
|Section 9.01 | Supplemental Indentures without Consent of Securityholders       | 44
|Section 9.02 | Supplemental Indentures with Consent of Securityholders          | 45
|Section 9.03 | Effect of Supplemental Indentures                                | 46

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|              |                                                                     |   
|------------- | ------------------------------------------------------------------- | --
|              |                                                                     |   
|Section 9.04  | Notation on Debt Securities                                         | 47
|Section 9.05  | Evidence of Compliance of Supplemental Indenture to be Furnished to
|              | Trustee                                                             | 47
|ARTICLE X     | REDEMPTION OF SECURITIES                                            | 47
|Section 10.01 | Optional Redemption                                                 | 47
|Section 10.02 | Special Event Redemption                                            | 47
|Section 10.03 | Notice of Redemption; Selection of Debt Securities                  | 48
|Section 10.04 | Payment of Debt Securities Called for Redemption                    | 48
|ARTICLE XI    | CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE                   | 49
|Section 11.01 | Company May Consolidate, etc., on Certain Terms                     | 49
|Section 11.02 | Successor Entity to be Substituted                                  | 50
|Section 11.03 | Opinion of Counsel to be Given to Trustee                           | 50
|ARTICLE XII   | SATISFACTION AND DISCHARGE OF INDENTURE                             | 51
|Section 12.01 | Discharge of Indenture                                              | 51
|Section 12.02 | Deposited Moneys to be Held in Trust by Trustee                     | 51
|Section 12.03 | Paying Agent to Repay Moneys Held                                   | 52
|Section 12.04 | Return of Unclaimed Moneys                                          | 52
|ARTICLE XIII  | IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS     | 52
|Section 13.01 | Indenture and Debt Securities Solely Corporate Obligations          | 52
|ARTICLE XIV   | MISCELLANEOUS PROVISIONS                                            | 52
|Section 14.01 | Successors                                                          | 52
|Section 14.02 | Official Acts by Successor Entity                                   | 52
|Section 14.03 | Surrender of Company Powers                                         | 53
|Section 14.04 | Addresses for Notices, etc                                          | 53
|Section 14.05 | Governing Law                                                       | 53
|Section 14.06 | Evidence of Compliance with Conditions Precedent                    | 53
|Section 14.07 | Business Day Convention                                             | 54
|Section 14.08 | Table of Contents, Headings, etc                                    | 54
|Section 14.09 | Execution in Counterparts                                           | 54
|Section 14.10 | Separability                                                        | 54
|Section 14.11 | Assignment                                                          | 54
|Section 14.12 | Acknowledgment of Rights                                            | 55
|ARTICLE XV    | SUBORDINATION OF DEBT SECURITIES                                    | 55
|Section 15.01 | Agreement to Subordinate                                            | 55

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|              |                                                       |   
|------------- | ----------------------------------------------------- | --
|              |                                                       |   
|Section 15.02 | Default on Senior Indebtedness                        | 55
|Section 15.03 | Liquidation; Dissolution; Bankruptcy                  | 56
|Section 15.04 | Subrogation                                           | 57
|Section 15.05 | Trustee to Effectuate Subordination                   | 58
|Section 15.06 | Notice by the Company                                 | 58
|Section 15.07 | Rights of the Trustee; Holders of Senior Indebtedness | 59
|Section 15.08 | Subordination May Not Be Impaired                     | 59
|EXHIBITS     
|EXHIBIT A     | Form of Debt Security                                

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THIS
INDENTURE, dated as of April 26, 2004, between TierOne Corporation, a savings and loan
holding company incorporated in Wisconsin (hereinafter sometimes called the
Company), and Wilmington Trust Company, a Delaware banking corporation, as
trustee (hereinafter sometimes called the Trustee).

W I T N E S S E T H :

WHEREAS,
for its lawful corporate purposes, the Company has duly authorized the issuance of its
Floating Rate Junior Subordinated Debt Securities due 2034 (the Debt
Securities) under this Indenture and to provide, among other things, for the
execution and authentication, delivery and administration thereof, the Company has duly
authorized the execution of this Indenture.

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

ARTICLE I DEFINITIONS

Section
1.01    Definitions.

The
terms defined in this Section 1.01 (except as herein otherwise expressly provided or
unless the context otherwise requires) for all purposes of this Indenture and of any
indenture supplemental hereto shall have the respective meanings specified in this Section
1.01. All accounting terms used herein and not expressly defined shall have the meanings
assigned to such terms in accordance with generally accepted accounting principles and the
term generally accepted accounting principles means such accounting principles
as are generally accepted in the United States at the time of any computation. The words
herein, hereof and hereunder and other words of
similar import refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision.

Additional
Amounts has the meaning set forth in Section 3.06.

Additional Provisions
has the meaning set forth in Section 15.01.

Administrative
Action has the meaning specified within the definition of Tax Event in
this Section 1.01.

Authenticating
Agent means any agent or agents of the Trustee which at the time shall be appointed
and acting pursuant to Section 6.12.

Bankruptcy
Law means Title 11, U.S. Code, or any similar federal or state law for the relief of
debtors.

Board
of Directors means the board of directors or the executive committee or any other
duly authorized designated officers of the Company.

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Board
Resolution means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors and to be in
full force and effect on the date of such certification and delivered to the Trustee.

Business
Day means any day other than a Saturday, Sunday or any other day on which banking
institutions in Wilmington, Delaware, The City of New York or Omaha, Nebraska are
permitted or required by law or executive order to close.

Calculation
Agent means the Person identified as Trustee in the first paragraph
hereof with respect to the Debt Securities and the Institutional Trustee with respect to
the Trust Securities.

Capital
Securities means undivided beneficial interests in the assets of the Trust which are
designated as MMCapSSM and rank pari passu with Common
Securities issued by the Trust; provided, however, that if an Event of
Default (as defined in the Declaration) has occurred and is continuing, the rights of
holders of such Common Securities to payment in respect of distributions and payments upon
liquidation, redemption and otherwise are subordinated to the rights of holders of such
Capital Securities.

Capital
Securities Guarantee means the guarantee agreement that the Company will enter into
with Wilmington Trust Company or other Persons that operates directly or indirectly for
the benefit of holders of Capital Securities of the Trust.

Capital
Treatment Event means, if the Company is organized and existing under the laws of
the United States or any state thereof or the District of Columbia, the receipt by the
Company and the Trust of an Opinion of Counsel experienced in such matters to the effect
that, as a result of (a) any amendment to, or change in, the laws, rules or regulations of
the United States or any political subdivision thereof or therein, or any rules,
guidelines or policies of an applicable regulatory authority for the Debenture Issuer or
(b)as the result of any official or administrative pronouncement or action or decision
interpreting or applying such laws, rules or regulations, which amendment or change is
effective or which pronouncement, action or decision is announced on or after the date of
original issuance of the Debt Securities, there is more than an insubstantial risk that
the Company will not, within 90 days of the date of such opinion, be entitled to treat an
amount equal to the aggregate Liquidation Amount of the Capital Securities as Tier 1
Capital (or its then equivalent) if the Company (or its successors) were subject to
such capital requirements applied as if the Company (or its successors) were a bank
holding company for purposes of the capital adequacy guidelines of the Federal Reserve (or
any successor regulatory authority with jurisdiction over bank holding companies), as then
in effect and applicable to the Company; provided, however, that the
distribution of the Debt Securities in connection with the liquidation of the Trust by the
Company shall not in and of itself constitute a Capital Treatment Event unless such
liquidation shall have occurred in connection with a Tax Event or an Investment Company
Event.

Certificate
means a certificate signed by any one of the principal executive officer, the principal
financial officer or the principal accounting officer of the Company.

Code
means the Internal Revenue Code of 1986, as amended.

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Common
Securities means undivided beneficial interests in the assets of the Trust which are
designated as Common Securities and rank pari passu with Capital
Securities issued by the Trust; provided, however, that if an Event of
Default (as defined in the Declaration) has occurred and is continuing, the rights of
holders of such Common Securities to payment in respect of distributions and payments upon
liquidation, redemption and otherwise are subordinated to the rights of holders of such
Capital Securities.

Company
means TierOne Corporation, a savings and loan holding company incorporated in Wisconsin,
and, subject to the provisions of Article XI, shall include its successors and assigns.

Debt
Security or Debt Securities has the meaning stated in the first recital
of this Indenture.

Debt
Security Register has the meaning specified in Section 2.05.

Declaration
means the Amended and Restated Declaration of Trust of the Trust, dated as of April 26,
2004, as amended or supplemented from time to time.

Default
means any event, act or condition that with notice or lapse of time, or both, would
constitute an Event of Default.

Defaulted
Interest has the meaning set forth in Section 2.08.

Deferred
Interest has the meaning set forth in Section 2.11.

Event
of Default means any event specified in Section 5.01, which has continued for the
period of time, if any, and after the giving of the notice, if any, therein designated.

Exchange
Act means the Securities Exchange Act of 1934, as amended.

Extension
Period has the meaning set forth in Section 2.11.

Federal
Reserve means the Board of Governors of the Federal Reserve System.

Indenture
means this Indenture as originally executed or, if amended or supplemented as herein
provided, as so amended or supplemented, or both.

Institutional
Trustee has the meaning set forth in the Declaration.

Interest
Payment Date means March 7th, June 7th, September
7th and December 7th of each year, commencing on June 7, 2004
subject to Section 14.07.

Interest
Period has the meaning set forth in Section 2.08.

Interest Rate
means, with respect to any Interest Period, a per annum rate of interest equal to LIBOR,
as determined on the LIBOR Determination Date for such Interest Period (or, in the case of
the first Interest Period, will be 1.11%), plus 2.80%; provided, however,
that the Interest Rate for any Interest Period may not exceed the highest rate permitted
by New York law, as the same may be modified by United States law of general application.

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Investment
Company Event means the receipt by the Company and the Trust of an Opinion of
Counsel experienced in such matters to the effect that, as a result of a change in law or
regulation or written change in interpretation or application of law or regulation by any
legislative body, court, governmental agency or regulatory authority, there is more than
an insubstantial risk that the Trust is or, within 90 days of the date of such opinion
will be, considered an investment company that is required to be registered
under the Investment Company Act of 1940, as amended, which change becomes effective or
would become effective, as the case may be, on or after the date of the original issuance
of the Debt Securities.

LIBOR
means the London Interbank Offered Rate for three-month U.S. Dollar deposits in Europe as
determined by the Calculation Agent according to Section 2.10(b).

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

LIBOR Business
Day has the meaning set forth in Section 2.10(b)(i).

LIBOR
Determination Date has the meaning set forth in Section 2.10(b)(i).

Liquidation
Amount means the liquidation amount of $1,000 per Trust Security.

Maturity
Date means June 7, 2034, subject to Section 14.07.

Officers
Certificate means a certificate signed by the Chairman of the Board, the Vice
Chairman, the President or any Vice President, and by the Chief Financial Officer, the
Treasurer, an Assistant Treasurer, the Comptroller, an Assistant Comptroller, the
Secretary or an Assistant Secretary of the Company, and delivered to the Trustee. Each
such certificate shall include the statements provided for in Section 14.06 if and to the
extent required by the provisions of such Section.

Opinion
of Counsel means an opinion in writing signed by legal counsel, who may be an
employee of or counsel to the Company or may be other counsel reasonably satisfactory to
the Trustee. Each such opinion shall include the statements provided for in Section 14.06
if and to the extent required by the provisions of such Section.

The
term outstanding, when used with reference to Debt Securities, subject to the
provisions of Section 7.04, means, as of any particular time, all Debt Securities
authenticated and delivered by the Trustee or the Authenticating Agent under this
Indenture, except

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

(b)                 Debt
Securities, or portions thereof, for the payment or redemption of which           moneys
in the necessary amount shall have been deposited in trust with the           Trustee or
with any Paying Agent (other than the Company) or shall have been set           aside and
segregated in trust by the Company (if the Company shall act as its           own Paying
Agent); provided, that, if such Debt Securities, or portions           thereof,
are to be redeemed prior to maturity thereof, notice of such redemption           shall
have been given as provided in Articles X and XIV or provision           satisfactory to
the Trustee shall have been made for giving such notice; and

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(c)                 Debt
Securities paid pursuant to Section 2.06 or in lieu of or in substitution           for
which other Debt Securities shall have been authenticated and delivered
          pursuant to the terms of Section 2.06 unless proof satisfactory to the Company
          and the Trustee is presented that any such Debt Securities are held by bona
fide           holders in due course.

Optional
Redemption Date has the meaning set forth in Section 10.01.

Optional Redemption
Price means an amount in cash equal to 100% of the principal amount of the Debt
Securities being redeemed plus unpaid interest accrued on such Debt Securities to the
related Optional Redemption Date.

OTS
means the Office of Thrift Supervision.

Paying
Agent has the meaning set forth in Section 3.04(e).

Person
means a legal person, including any individual, corporation, estate, partnership, joint
venture, association, joint-stock company, limited liability company, trust,
unincorporated association or government or any agency or political subdivision thereof,
or any other entity of whatever nature.

Predecessor
Security of any particular Debt Security means every previous Debt Security
evidencing all or a portion of the same debt as that evidenced by such particular Debt
Security; and, for the purposes of this definition, any Debt Security authenticated and
delivered under Section 2.06 in lieu of a lost, destroyed or stolen Debt Security shall be
deemed to evidence the same debt as the lost, destroyed or stolen Debt Security.

Principal
Office of the Trustee means the office of the Trustee at which at any particular
time its corporate trust business shall be principally administered, which at all times
shall be located within the United States and at the time of the execution of this
Indenture shall be Rodney Square North, 1100 North Market Street, Wilmington, DE
19890-0001.

Reference
Banks has the meaning set forth in Section 2.10(b)(ii).

Resale
Restriction Termination Date means, with respect to any Debt Security, the date
which is the later of (i) two years (or such shorter period of time as permitted by Rule
144(k) under the Securities Act) after the later of (y) the date of original issuance of
such Debt Security and (z) the last date on which the Company or any Affiliate (as defined
in Rule 405 under the Securities Act) of the Company was the holder of such Debt Security
(or any predecessor thereto) and (ii) such later date, if any, as may be required by any
subsequent change in applicable law.

Responsible
Officer means, with respect to the Trustee, any officer within the Principal Office
of the Trustee with direct responsibility for the administration of the Indenture,
including any vice-president, any assistant vice-president, any secretary, any assistant
secretary, the treasurer, any assistant treasurer, any trust officer or other officer of
the Principal Office of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is referred
because of that officers knowledge of and familiarity with the particular subject.

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Securities
Act means the Securities Act of 1933, as amended.

Securityholder,
holder of Debt Securities or other similar terms, means any Person in whose
name at the time a particular Debt Security is registered on the Debt Security Register.

Senior
Indebtedness means, with respect to the Company, (i) the principal, premium, if any,
and interest in respect of (A) indebtedness of the Company for money borrowed and (B)
indebtedness evidenced by securities, debentures, notes, bonds or other similar
instruments issued by the Company, (ii) all capital lease obligations of the Company,
(iii) all obligations of the Company issued or assumed as the deferred purchase price of
property, all conditional sale obligations of the Company and all obligations of the
Company under any title retention agreement (but excluding trade accounts payable arising
in the ordinary course of business), (iv) all obligations of the Company for the
reimbursement of any letter of credit, any bankers acceptance, any security purchase
facility, any repurchase agreement or similar arrangement, any interest rate swap, any
other hedging arrangement, any obligation under options or any similar credit or other
transaction, (v) all obligations of the type referred to in clauses (i) through (iv) above
of other Persons for the payment of which the Company is responsible or liable as obligor,
guarantor or otherwise and (vi) all obligations of the type referred to in clauses (i)
through (v) above of other Persons secured by any lien on any property or asset of the
Company (whether or not such obligation is assumed by the Company), whether incurred on or
prior to the date of this Indenture or thereafter incurred, unless, with the prior
approval of the OTS if not otherwise generally approved, it is provided in the instrument
creating or evidencing the same or pursuant to which the same is outstanding that such
obligations are not superior or are pari passu in right of payment to the Debt
Securities; provided, however, that Senior Indebtedness shall not include
(A) any debt securities issued to any trust other than the Trust (or a trustee of such
trust) that is a financing vehicle of the Company (a financing entity), in
connection with the issuance by such financing entity of equity or other securities in
transactions substantially similar in structure to the transactions contemplated hereunder
and in the Declaration or (B) any guarantees of the Company in respect of the equity or
other securities of any financing entity referred to in clause (A) above.

Special
Event means any of a Tax Event, an Investment Company Event or a Capital Treatment
Event.

Special
Redemption Date has the meaning set forth in Section 10.02.

Special Redemption
Price means, with respect to the redemption of any Debt Security following a Special
Event, an amount in cash equal to 103.525% of the principal amount of Debt Securities to
be redeemed prior to June 7, 2005 and thereafter equal to the percentage of the principal
amount of the Debt Securities that is specified below for the Special Redemption Date
plus, in each case, unpaid interest accrued thereon to the Special Redemption Date:

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|                                       |                            
|-------------------------------------- | ---------------------------
|Special Redemption During the 12-Month |                            
|Period beginning June 7,               | Percent of Principal Amount
|2005                                   | 103.140%                   
|2006                                   | 102.355%                   
|2007                                   | 101.570%                   
|2008                                   | 100.785%                   
|2009 and thereafter                    | 100.000%                   

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

Tax
Event means the receipt by the Company and the Trust of an Opinion of Counsel
experienced in such matters to the effect that, as a result of any amendment to or change
(including any announced prospective change) in the laws or any regulations thereunder of
the United States or any political subdivision or taxing authority thereof or therein, or
as a result of any official administrative pronouncement (including any private letter
ruling, technical advice memorandum, regulatory procedure, notice or announcement (an
Administrative Action)) or judicial decision interpreting or applying such
laws or regulations, regardless of whether such Administrative Action or judicial decision
is issued to or in connection with a proceeding involving the Company or the Trust and
whether or not subject to review or appeal, which amendment, clarification, change,
Administrative Action or decision is enacted, promulgated or announced, in each case on or
after the date of original issuance of the Debt Securities, there is more than an
insubstantial risk that: (i) the Trust is, or will be within 90 days of the date of such
opinion, subject to United States federal income tax with respect to income received or
accrued on the Debt Securities; (ii) if the Company is organized and existing under the
laws of the United States or any state thereof or the District of Columbia interest
payable by the Company on the Debt Securities is not, or within 90 days of the date of
such opinion, will not be, deductible by the Company, in whole or in part, for United
States federal income tax purposes; or (iii) the Trust is, or will be within 90 days of
the date of such opinion, subject to or otherwise required to pay, or required to withhold
from distributions to holders of Trust Securities, more than a de minimis amount of other
taxes (including withholding taxes), duties, assessments or other governmental charges.

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Trust
means TierOne Capital Trust I, the Delaware statutory trust, or any other similar trust
created for the purpose of issuing Capital Securities in connection with the issuance of
Debt Securities under this Indenture, of which the Company is the sponsor.

Trust
Indenture Act means the Trust Indenture Act of 1939, as amended from time to time,
or any successor legislation.

Trust
Securities means Common Securities and Capital Securities of the Trust.

Trustee
means the Person identified as Trustee in the first paragraph hereof, and,
subject to the provisions of Article VI hereof, shall also include its successors and
assigns as Trustee hereunder.

United
States means the United States of America and the District of Columbia.

U.S.      Person has
the meaning given to United States Person as set forth in           Section 7701(a)(30)
of the Code.

ARTICLE II DEBT
SECURITIES

Section
2.01    Authentication and Dating.

Upon
the execution and delivery of this Indenture, or from time to time thereafter, Debt
Securities in an aggregate principal amount not in excess of $30,928,000 may be executed
and delivered by the Company to the Trustee for authentication, and the Trustee shall
thereupon authenticate and make available for delivery said Debt Securities to or upon the
written order of the Company, signed by its Chairman of the Board of Directors, Vice
Chairman, President or Chief Financial Officer or one of its Vice Presidents, without any
further action by the Company hereunder. In authenticating such Debt Securities, and
accepting the additional responsibilities under this Indenture in relation to such Debt
Securities, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall
be fully protected in relying upon a copy of any Board Resolution or Board Resolutions
relating thereto and, if applicable, an appropriate record of any action taken pursuant to
such resolution, in each case certified by the Secretary or an Assistant Secretary or
other officers with appropriate delegated authority of the Company as the case may be.

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

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The
definitive Debt Securities shall be typed, printed, lithographed or engraved on steel
engraved borders or may be produced in any other manner, all as determined by the officers
executing such Debt Securities, as evidenced by their execution of such Debt Securities.

Section
2.02    Form of Trustee's Certificate of Authentication.

The
Trustees certificate of authentication on all Debt Securities shall be in
substantially the following form:

This
is one of the Debt Securities referred to in the within-mentioned Indenture.

| | Wilmington Trust Company,                  
| | -------------------------------------------
| | not in its individual capacity             
| | but solely as trustee                      
| | By:________________________________________
| | Authorized Officer                         

Section
2.03    Form and Denomination of Debt Securities.

The
Debt Securities shall be substantially in the form of Exhibit A hereto. The Debt
Securities shall be in registered, certificated form without coupons and in minimum
denominations of $100,000 and any multiple of $1,000 in excess thereof. The Debt
Securities shall be numbered, lettered, or otherwise distinguished in such manner or in
accordance with such plans as the officers executing the same may determine with the
approval of the Trustee as evidenced by the execution and authentication thereof.

Section
2.04    Execution of Debt Securities.

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

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

9

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Every
Debt Security shall be dated the date of its authentication.

Section
2.05    Exchange and Registration of Transfer of Debt Securities.

The
Company shall cause to be kept, at the office or agency maintained for the purpose of
registration of transfer and for exchange as provided in Section 3.02, a register (the
Debt Security Register) for the Debt Securities issued hereunder in which,
subject to such reasonable regulations as it may prescribe, the Company shall provide for
the registration and transfer of all Debt Securities as provided in this Article II. Such
register shall be in written form or in any other form capable of being converted into
written form within a reasonable time.

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

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

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

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

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Notwithstanding
the foregoing, Debt Securities may not be transferred prior to the Resale Restriction
Termination Date except in compliance with the legend set forth below, unless otherwise
determined by the Company in accordance with applicable law, which legend shall be placed
on each Debt Security:

THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
SECURITIES ACT), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN
THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY OR
ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY
BE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR
PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF (i) TWO YEARS (OR SUCH
SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE
LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE LAST DATE ON WHICH THE
COMPANY OR ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) OF THE COMPANY
WAS THE HOLDER OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION (OR ANY PREDECESSOR
THERETO) AND (ii) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN
APPLICABLE LAW, ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (RULE 144A), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER, AS DEFINED IN RULE 144A, THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN ACCREDITED
INVESTOR WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3), (7) OR (8) OF RULE
501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR SUCH INTEREST OR
PARTICIPATION FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO
NON-US PERSONS THAT OCCUR OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE
SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANYS RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) ABOVE TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN
ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE
HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF
OR THEREOF, AS THE CASE MAY BE, AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

11

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THE
HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF
OR THEREOF, AS THE CASE MAY BE, ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN
EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO
TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(ERISA), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
CODE) (EACH A PLAN), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE
PLAN ASSETS BY REASON OF ANY PLANS INVESTMENT IN THE ENTITY AND NO
PERSON INVESTING PLAN ASSETS OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR
ANY INTEREST OR PARTICIPATION HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE
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 OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION IS NOT PROHIBITED
BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR
HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN
WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF OR THEREOF, AS THE
CASE MAY BE, THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF
SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A
TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER
PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH
PURCHASE, OR (ii) SUCH PURCHASE AND HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE
STATUTORY OR ADMINISTRATIVE EXEMPTION.

IN
CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE REGISTRAR
AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE
INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

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

12

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THIS
OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND
OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE CORPORATION (THE
FDIC). THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF THE DEPOSITORS AND THE
CLAIMS OF GENERAL AND SECURED CREDITORS OF THE COMPANY, IS INELIGIBLE AS COLLATERAL FOR A
LOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES AND IS NOT SECURED.

Section
2.06    Mutilated, Destroyed, Lost or Stolen Debt Securities.

In
case any Debt Security shall become mutilated or be destroyed, lost or stolen, the Company
shall execute, and upon its written request the Trustee shall authenticate and deliver, a
new Debt Security bearing a number not contemporaneously outstanding, in exchange and
substitution for the mutilated Debt Security, or in lieu of and in substitution for the
Debt Security so destroyed, lost or stolen. In every case the applicant for a substituted
Debt Security shall furnish to the Company and the Trustee such security or indemnity as
may be required by them to save each of them harmless, and, in every case of destruction,
loss or theft, the applicant shall also furnish to the Company and the Trustee evidence to
their satisfaction of the destruction, loss or theft of such Debt Security and of the
ownership thereof.

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

Every
substituted Debt Security issued pursuant to the provisions of this Section 2.06 by virtue
of the fact that any such Debt Security is destroyed, lost or stolen shall constitute an
additional contractual obligation of the Company, whether or not the destroyed, lost or
stolen Debt Security shall be found at any time, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Debt Securities duly
issued hereunder. All Debt Securities shall be held and owned upon the express condition
that, to the extent permitted by applicable law, the foregoing provisions are exclusive
with respect to the replacement or payment of mutilated, destroyed, lost or stolen Debt
Securities and shall preclude any and all other rights or remedies notwithstanding any law
or statute existing or hereafter enacted to the contrary with respect to the replacement
or payment of negotiable instruments or other securities without their surrender.

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Section
2.07    Temporary Debt Securities.

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

Section
2.08    Payment of Interest.

Each
Debt Security will bear interest at the then applicable Interest Rate (i) in the case of
the initial Interest Period, for the period from, and including, the date of original
issuance of such Debt Security to, but excluding, the initial Interest Payment Date and
(ii) thereafter, for the period from, and including, the first day following the end of
the preceding Interest Period to, but excluding, the applicable Interest Payment Date or,
in the case of the last Interest Period, the related Optional Redemption Date, Special
Redemption Date or Maturity Date, as applicable (each such period, an Interest
Period), on the principal thereof, on any overdue principal and (to the extent that
payment of such interest is enforceable under applicable law) on Deferred Interest and on
any overdue installment of interest (including Defaulted Interest), payable (subject to
the provisions of Article XII) on each Interest Payment Date and on the Maturity Date, any
Optional Redemption Date or the Special Redemption Date, as the case may be. Interest and
any Deferred Interest on any Debt Security that is payable, and is punctually paid or duly
provided for by the Company, on any Interest Payment Date shall be paid to the Person in
whose name such Debt Security (or one or more Predecessor Securities) is registered at the
close of business on the regular record date for such interest installment, except that
interest and any Deferred Interest payable on the Maturity Date, any Optional Redemption
Date or the Special Redemption Date, as the case may be, shall be paid to the Person to
whom principal is paid. In case (i) the Maturity Date of any Debt Security or
(ii) any Debt Security or portion thereof is called for redemption and the related
Optional Redemption Date or the Special Redemption Date, as the case may be, is subsequent
to the regular record date with respect to any Interest Payment Date and prior to such
Interest Payment Date, interest on such Debt Security will be paid upon presentation and
surrender of such Debt Security.

14

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

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

The
term regular record date, as used in this Section, shall mean the fifteenth
day prior to the applicable Interest Payment Date, whether or not such day is a Business
Day.

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

15

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Section
2.09    Cancellation of Debt Securities Paid, etc.

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

Section
2.10    Computation of Interest.

(a)              The
amount of interest payable for any Interest Period will be computed on the
          basis of a 360-day year and the actual number of days elapsed in such Interest
          Period.

(b)              LIBOR
shall be determined by the Calculation Agent for each Interest Period           (other
than the first Interest Period, in which case LIBOR will be 1.11% per           annum) in
accordance with the following provisions:

| | (i)              On
the second LIBOR Business Day (provided, that on such day commercial banks           are
open for business (including dealings in foreign currency deposits) in           London
(a LIBOR Banking Day), and otherwise the next preceding LIBOR
          Business Day that is also a LIBOR Banking Day) prior to the March           15th,
June 15th, September 15th or December           15th, as
the case may be, immediately succeeding the commencement of           such Interest
Period (each such day, a LIBOR Determination Date),           LIBOR shall
equal the rate, as obtained by the Calculation Agent, for           three-month U.S.
Dollar deposits in Europe, which appears on Telerate (as           defined in the
International Swaps and Derivatives Association, Inc. 2000           Interest Rate and
Currency Exchange Definitions) page 3750 or such other page as           may replace such
page 3750, as of 11:00 a.m. (London time) on such LIBOR           Determination Date, as
reported by Bloomberg Financial Markets Commodities News           or any successor
service (Telerate Page 3750). LIBOR Business           Day means
any day that is not a Saturday, Sunday or other day on which           commercial banking
institutions in The City of New York or Wilmington, Delaware           are authorized or
obligated by law or executive order to be closed. If such rate           is superseded on
Telerate Page 3750 by a corrected rate before 12:00 noon           (London time) on such
LIBOR Determination Date, the corrected rate as so           substituted will be LIBOR
for such LIBOR Determination Date.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)              If,
on such LIBOR Determination Date, such rate does not appear on Telerate Page
          3750, the Calculation Agent shall determine the arithmetic mean of the offered
          quotations of the Reference Banks to leading banks in the London interbank
          market for three-month U.S. Dollar deposits in Europe (in an amount determined
          by the Calculation Agent) by reference to requests for quotations as of
          approximately 11:00 a.m. (London time) on such LIBOR Determination Date made by
          the Calculation Agent to the Reference Banks. If, on such LIBOR Determination
          Date, at least two of the Reference Banks provide such quotations, LIBOR shall
          equal the arithmetic mean of such quotations. If, on such LIBOR Determination
          Date, only one or none of the Reference Banks provide such a quotation, LIBOR
          shall be deemed to be the arithmetic mean of the offered quotations that at
          least two leading banks in The City of New York (as selected by the Calculation
          Agent) are quoting on such LIBOR Determination Date for three-month U.S. Dollar
          deposits in Europe at approximately 11:00 a.m. (London time) (in an amount
          determined by the Calculation Agent). As used herein, Reference
          Banks means four major banks in the London interbank market selected by
          the Calculation Agent.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

(d)              On
each LIBOR Determination Date, the Calculation Agent shall notify, in           writing,
the Company and the Paying Agent of the applicable Interest Rate that           applies
to the related Interest Period. The Calculation Agent shall, upon the           request
of a holder of any Debt Securities, inform such holder of the Interest           Rate
that applies to the related Interest Period. All calculations made by the
          Calculation Agent in the absence of manifest error shall be conclusive for all
          purposes and binding on the Company and the holders of the Debt Securities. The
          Paying Agent shall be entitled to rely on information received from the
          Calculation Agent or the Company as to the applicable Interest Rate. The
Company           shall, from time to time, provide any necessary information to the
Paying Agent           relating to any original issue discount and interest on the Debt
Securities that           is included in any payment and reportable for taxable income
calculation           purposes.

Section
2.11    Extension of Interest Payment Period.

So long as no Event of Default has
occurred and is continuing, the Company shall have the right, from time to time and
without causing an Event of Default, to defer payments of interest on the Debt Securities
by extending the interest payment period on the Debt Securities at any time and from time
to time during the term of the Debt Securities, for up to 20 consecutive quarterly periods
(each such extended interest payment period, together with all previous and further
consecutive extensions thereof, is referred to herein as an Extension Period).
No Extension Period may end on a date other than an Interest Payment Date or extend beyond
the Maturity Date, any Optional Redemption Date or the Special Redemption Date, as the
case may be. During any Extension Period, interest will continue to accrue on the Debt
Securities, and interest on such accrued interest (such accrued interest and interest
thereon referred to herein as Deferred Interest) will accrue at an annual rate
equal to the Interest Rate applicable during such Extension Period, compounded quarterly
from the date such Deferred Interest would have been payable were it not for the Extension
Period, to the extent permitted by applicable law. No interest or Deferred Interest
(except any Additional Amounts that may be due and payable) shall be due and payable
during an Extension Period, except at the end thereof. At the end of any Extension Period,
the Company shall pay all Deferred Interest then accrued and unpaid on the Debt
Securities; provided, however, that during any Extension Period, the Company
shall be subject to the restrictions set forth in Section 3.08. Prior to the termination
of any Extension Period, the Company may further extend such Extension Period,
provided, that no Extension Period (including all previous and further consecutive
extensions that are part of such Extension Period) shall exceed 20 consecutive quarterly
periods. Upon the termination of any Extension Period and upon the payment of all Deferred
Interest, the Company may commence a new Extension Period, subject to the foregoing
requirements. The Company must give the Trustee notice of its election to begin or extend
an Extension Period at least one Business Day prior to the regular record date applicable
to the next Interest Payment Date. The Trustee shall give notice of the Companys
election to begin or extend an Extension Period to the Securityholders.

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Section
2.12    CUSIP Numbers.

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

ARTICLE III PARTICULAR
COVENANTS OF THE COMPANY

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

(a)              The
Company covenants and agrees that it will duly and punctually pay or cause           to
be paid all payments due in respect of the Debt Securities at the place, at           the
respective times and in the manner provided in this Indenture and the Debt
          Securities. Payment of the principal of and premium, if any, and interest on
the           Debt Securities due on the Maturity Date, any Optional Redemption Date or
the           Special Redemption Date, as the case may be, will be made by the Company in
          immediately available funds against presentation and surrender of such Debt
          Securities. At the option of the Company, each installment of interest on the
          Debt Securities due on an Interest Payment Date other than the Maturity Date,
          any Optional Redemption Date or the Special Redemption Date, as the case may
be,           may be paid (i) by mailing checks for such interest payable to the order of
the           holders of Debt Securities entitled thereto as they appear on the Debt
Security           Register or (ii) by wire transfer of immediately available funds to
any account           with a banking institution located in the United States designated
by such           holders to the Paying Agent no later than the related record date.
          Notwithstanding anything to the contrary contained in this Indenture or any
Debt           Security, if the Trust or the trustee of the Trust is the holder of any
Debt           Security, then all payments in respect of such Debt Security shall be made
by           the Company in immediately available funds when due.

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(b)              The
Company will treat the Debt Securities as indebtedness, and the interest
          payable in respect of such Debt Securities as interest, for all U.S. federal
          income tax purposes. All payments in respect of such Debt Securities will be
          made free and clear of U.S. withholding tax to any beneficial owner thereof
that           has provided an Internal Revenue Service Form W-8 BEN (or any substitute
or           successor form) establishing its non-U.S. status for U.S. federal income tax
          purposes.

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

(d)              As
of the date of this Indenture, the Company represents that the likelihood           that
it would exercise its right under Section 2.11 to defer payments of           interest on
the Debt Securities by commencing an Extension Period at any time           during which
the Debt Securities are outstanding is remote because of the           restrictions that
would be imposed on the Companys ability to declare or           pay dividends or
distributions on, or to redeem, purchase or make a liquidation           payment with
respect to, any of its outstanding equity and on the Companys           ability to
make any payments of principal of or premium, if any, or interest on,           or
repurchase or redeem, any of its debt securities that rank pari passu          in
all respects with or junior in interest to the Debt Securities.

Section
3.02    Offices for Notices and Payments, etc.

So
long as any of the Debt Securities remain outstanding, the Company will maintain in
Wilmington, Delaware or in Lincoln, Nebraska an office or agency where the Debt Securities
may be presented for payment, an office or agency where the Debt Securities may be
presented for registration of transfer and for exchange as provided in this Indenture and
an office or agency where notices and demands to or upon the Company in respect of the
Debt Securities or of this Indenture may be served. The Company will give to the Trustee
written notice of the location of any such office or agency and of any change of location
thereof. Until otherwise designated from time to time by the Company in a notice to the
Trustee, or specified as contemplated by Section 2.05, such office or agency for all of
the above purposes shall be the Principal Office of the Trustee. In case the Company shall
fail to maintain any such office or agency in Wilmington, Delaware or in Lincoln,
Nebraska, or shall fail to give such notice of the location or of any change in the
location thereof, presentations and demands may be made and notices may be served at the
Principal Office of the Trustee.

In
addition to any such office or agency, the Company may from time to time designate one or
more offices or agencies outside Wilmington, Delaware or Lincoln, Nebraska where the Debt
Securities may be presented for registration of transfer and for exchange in the manner
provided in this Indenture, and the Company may from time to time rescind such
designation, as the Company may deem desirable or expedient; provided, however,
that no such designation or rescission shall in any manner relieve the Company of its
obligation to maintain any such office or agency in Wilmington, Delaware or in Lincoln,
Nebraska for the purposes above mentioned. The Company will give to the Trustee prompt
written notice of any such designation or rescission thereof.

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Section
3.03    Appointments to Fill Vacancies in Trustee's Office.

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

Section
3.04    Provision as to Paying Agent.

(a)              If
the Company shall appoint a Paying Agent other than the Trustee, it will           cause
such Paying Agent to execute and deliver to the Trustee an instrument in           which
such agent shall agree with the Trustee, subject to the provision of this
          Section 3.04,

| | (i)              that
it will hold all sums held by it as such agent for the payment of all           payments
due on the Debt Securities (whether such sums have been paid to it by           the
Company or by any other obligor on the Debt Securities) in trust for the
          benefit of the holders of the Debt Securities;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | (iii)              that
it will, at any time during the continuance of any Event of Default, upon           the
written request of the Trustee, forthwith pay to the Trustee all sums so           held
in trust by such Paying Agent.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

(e)              The
Company hereby initially appoints the Trustee to act as paying agent for the
          Debt Securities (the Paying Agent).

Section
3.05    Certificate to Trustee.

The
Company will deliver to the Trustee on or before 120 days after the end of each fiscal
year, so long as Debt Securities are outstanding hereunder, a Certificate stating that in
the course of the performance by the signers of their duties as officers of the Company
they would normally have knowledge of any default by the Company in the performance of any
covenants of the Company contained herein, stating whether or not they have knowledge of
any such default and, if so, specifying each such default of which the signers have
knowledge and the nature thereof.

Section
3.06    Additional Amounts.

If
and for so long as the Trust is the holder of all Debt Securities and is subject to or
otherwise required to pay (or is required to withhold from distributions to holders of
Trust Securities) any additional taxes (including withholding taxes), duties, assessments
or other governmental charges as a result of a Tax Event, the Company will pay such
additional amounts (the Additional Amounts) on the Debt Securities or the
Trust Securities, as the case may be, as shall be required so that the net amounts
received and retained by the holders of Debt Securities or Trust Securities, as the case
may be, after payment of all taxes (including withholding taxes), duties, assessments or
other governmental charges, will be equal to the amounts that such holders would have
received and retained had no such taxes (including withholding taxes), duties, assessments
or other governmental charges been imposed.

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

Section
3.07    Compliance with Consolidation Provisions.

The
Company will not, while any of the Debt Securities remain outstanding, consolidate with,
or merge into, any other Person, or merge into itself, or sell, convey, transfer or
otherwise dispose of all or substantially all of its property and assets to any other
Person unless the provisions of Article XI hereof are complied with.

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Section
3.08    Limitation on Dividends.

If
(i) there shall have occurred and be continuing a Default or an Event of Default, (ii) the
Company shall be in default with respect to its payment of any obligations under the
Capital Securities Guarantee or (iii) the Company shall have given notice of its election
to defer payments of interest on the Debt Securities by extending the interest payment
period as provided herein and such period, or any extension thereof, shall have commenced
and be continuing, then the Company may not (A) declare or pay any dividends or
distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect
to, any of the Companys capital stock, (B) make any payment of principal of or
premium, if any, or interest on or repay, repurchase or redeem any debt securities of the
Company that rank pari passuin all respects with or junior in interest to the Debt
Securities or (C) make any payment under any guarantees of the Company that rank pari
passuin all respects with or junior in interest to the Capital Securities Guarantee
(other than (a) repurchases, redemptions or other acquisitions of shares of capital stock
of the Company (I) in connection with any employment contract, benefit plan or other
similar arrangement with or for the benefit of one or more employees, officers, directors
or consultants, (II) in connection with a dividend reinvestment or stockholder stock
purchase plan or (III) in connection with the issuance of capital stock of the Company (or
securities convertible into or exercisable for such capital stock) as consideration in an
acquisition transaction entered into prior to the occurrence of (i), (ii) or (iii) above,
(b) as a result of any exchange or conversion of any class or series of the Companys
capital stock (or any capital stock of a subsidiary of the Company) for any class or
series of the Companys capital stock or of any class or series of the Companys
indebtedness for any class or series of the Companys capital stock, (c) the purchase
of fractional interests in shares of the Companys capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being converted or
exchanged, (d) any declaration of a dividend in connection with any stockholders
rights plan, or the issuance of rights, stock or other property under any
stockholders rights plan, or the redemption or repurchase of rights pursuant thereto
or (e) any dividend in the form of stock, warrants, options or other rights where the
dividend stock or the stock issuable upon exercise of such warrants, options or other
rights is the same stock as that on which the dividend is being paid or ranks pari
passu with or junior in interest to such stock).

Section
3.09    Covenants as to the Trust.

For
so long as such Trust Securities remain outstanding, the Company shall maintain 100%
ownership of the Common Securities; provided, however, that any permitted
successor of the Company under this Indenture may succeed to the Companys ownership
of such Common Securities. The Company, as owner of the Common Securities, shall use
commercially reasonable efforts to cause the Trust (a) to remain a statutory trust, except
in connection with a distribution of Debt Securities to the holders of Trust Securities in
liquidation of the Trust, the redemption of all of the Trust Securities or mergers,
consolidations or amalgamations, each as permitted by the Declaration, (b) to otherwise
continue to be classified as a grantor trust for United States federal income tax purposes
and (c) to cause each holder of Trust Securities to be treated as owning an undivided
beneficial interest in the Debt Securities.

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ARTICLE IV LISTS

Section
4.01    Securityholders Lists.

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

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

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

Section
4.02    Preservation and Disclosure of Lists.

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

(b)              In
case three or more holders of Debt Securities (hereinafter referred to as           applicants)
apply in writing to the Trustee and furnish to the           Trustee reasonable proof
that each such applicant has owned a Debt Security for           a period of at least six
months preceding the date of such application, and such           application states that
the applicants desire to communicate with other holders           of Debt Securities with
respect to their rights under this Indenture or under           such Debt Securities and
is accompanied by a copy of the form of proxy or other           communication which such
applicants propose to transmit, then the Trustee shall           within five Business
Days after the receipt of such application, at its           election, either:

| | (i)              afford
such applicants access to the information preserved at the time by the           Trustee
in accordance with the provisions of subsection (a) of this Section           4.02, or
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)              inform
such applicants as to the approximate number of holders of Debt           Securities
whose names and addresses appear in the information preserved at the           time by
the Trustee in accordance with the provisions of subsection (a) of this           Section
4.02, and as to the approximate cost of mailing to such Securityholders           the
form of proxy or other communication, if any, specified in such application.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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If
the Trustee shall elect not to afford such applicants access to such information, the
Trustee shall, upon the written request of such applicants, mail to each Securityholder of
Debt Securities whose name and address appear in the information preserved at the time by
the Trustee in accordance with the provisions of subsection (a) of this Section 4.02 a
copy of the form of proxy or other communication which is specified in such request with
reasonable promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing, unless
within five days after such tender, the Trustee shall mail to such applicants and file
with the Securities and Exchange Commission, if permitted or required by applicable law,
together with a copy of the material to be mailed, a written statement to the effect that,
in the opinion of the Trustee, such mailing would be contrary to the best interests of the
holders of all Debt Securities, as the case may be, or would be in violation of applicable
law. Such written statement shall specify the basis of such opinion. If said Commission,
as permitted or required by applicable law, after opportunity for a hearing upon the
objections specified in the written statement so filed, shall enter an order refusing to
sustain any of such objections or if, after the entry of an order sustaining one or more
of such objections, said Commission shall find, after notice and opportunity for hearing,
that all the objections so sustained have been met and shall enter an order so declaring,
the Trustee shall mail copies of such material to all such Securityholders with reasonable
promptness after the entry of such order and the renewal of such tender; otherwise the
Trustee shall be relieved of any obligation or duty to such applicants respecting their
application.

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

Section
4.03    Financial and Other Information.

(a)              The
Company shall deliver, by hardcopy or electronic transmission, to each
          Securityholder (1) each Report on Form 10-K and Form 10-Q prepared by the
          Company and filed with the Securities and Exchange Commission in accordance
with           the Exchange Act within 10 Business Days after the filing thereof, (2) if
the           Company is not then (y) subject to Section 13 or 15(d) of the Exchange Act
or           (z) exempt from reporting pursuant to Rule 12g3-2(b) thereunder, the
          information required to be provided by Rule 144A(d)(4) under the Securities
Act;           and (3) within 30 days after the end of the fiscal year of the Company
Form 1099           or such other annual U.S. federal income tax information statement
required by           the Code, containing such information with regard to the Debt
Securities held by           such holder as is required by the Code and the income tax
regulations of the           U.S. Treasury thereunder; and

(b)              If
and so long as the Holder of the Debt Securities is NBC Capital Markets           Group,
Inc. or an entity that holds a pool of trust preferred securities and/or           debt
securities or a trustee thereof, the Company will cause copies of its           reports
on Form H-b(11) to be delivered, by hardcopy or electronic transmission,           to the
Holder promptly following their filing with the OTS.

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ARTICLE V REMEDIES OF
THE TRUSTEE AND SECURITYHOLDERS

Section
5.01    Events of Default.

The
following events shall be Events of Default with respect to Debt Securities:

(a)              the
Company defaults in the payment of any interest upon any Debt Security when           it
becomes due and payable, and continuance of such default for a period of 30
          days; for the avoidance of doubt, an extension of any interest payment period
by           the Company in accordance with Section 2.11 of this Indenture shall not
          constitute a default under this clause 5.01(a); or

(b)              the
Company defaults in the payment of all or any part of the principal of (or
          premium, if any, on) any Debt Securities as and when the same shall become due
          and payable, whether at maturity, upon redemption, by acceleration of maturity
          pursuant to Section 5.01 of this Indenture or otherwise; or

(c)              the
Company defaults in the performance of, or breaches, any of its covenants or
          agreements in Sections 3.06, 3.07, 3.08 or 3.09 of this Indenture (other than a
          covenant or agreement a default in whose performance or whose breach is
          elsewhere in this Section specifically dealt with), and continuance of such
          default or breach for a period of 90 days after there has been given, by
          registered or certified mail, to the Company by the Trustee or to the Company
          and the Trustee by the holders of not less than 25% in aggregate principal
          amount of the outstanding Debt Securities, a written notice specifying such
          default or breach and requiring it to be remedied and stating that such notice
          is a Notice of Default hereunder; or

(d)    
              a court having jurisdiction in the premises shall enter
a decree or order for           relief in respect of the Company in an involuntary case
under any applicable           bankruptcy, insolvency or other similar law now or
hereafter in effect, or           appoints a receiver, liquidator, assignee, custodian,
trustee, sequestrator or           other similar official of the Company or for any
substantial part of its           property, or orders the winding-up or liquidation of
its affairs and such           decree, appointment or order shall remain unstayed and in
effect for a period of           90 consecutive days; or

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

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

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If
an Event of Default specified under clause (a), (b) or (c) of this Section 5.01 occurs and
is continuing with respect to the Debt Securities, then, in each and every such case,
either the Trustee or the holders of not less than 25% in aggregate principal amount of
the Debt Securities then outstanding hereunder, by notice in writing to the Company (and
to the Trustee if given by Securityholders), may declare the entire principal of the Debt
Securities and any premium and interest accrued, but unpaid, thereon to be due and payable
immediately, and upon any such declaration the same shall become immediately due and
payable. If an Event of Default specified under clause (d), (e) or (f) of this Section
5.01 occurs, then, in each and every such case, the entire principal amount of the Debt
Securities and any premium and interest accrued, but unpaid, thereon shall ipso
facto become immediately due and payable without further action.

The
foregoing provisions, however, are subject to the condition that if, at any time after the
principal of the Debt Securities shall have become due by acceleration, and before any
judgment or decree for the payment of the moneys due shall have been obtained or entered
as hereinafter provided, (i) the Company shall pay or shall deposit with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Debt Securities and
all payments on the Debt Securities which shall have become due otherwise than by
acceleration (with interest upon all such payments and Deferred Interest, to the extent
permitted by law) and such amount as shall be sufficient to cover reasonable compensation
to the Trustee and each predecessor Trustee, their respective agents, attorneys and
counsel, and all other amounts due to the Trustee pursuant to Section 6.06, if any, and
(ii) all Events of Default under this Indenture, other than the non-payment of the
payments in respect of Debt Securities which shall have become due by acceleration, shall
have been cured, waived or otherwise remedied as provided herein, then, in each and every
such case, the holders of a majority in aggregate principal amount of the Debt Securities
then outstanding, by written notice to the Company and to the Trustee, may waive all
defaults and rescind and annul such acceleration and its consequences, but no such waiver
or rescission and annulment shall extend to or shall affect any subsequent default or
shall impair any right consequent thereon; provided, however, that if the
Debt Securities are held by the Trust or a trustee of the Trust, such waiver or rescission
and annulment shall not be effective until the holders of a majority in aggregate
liquidation amount of the outstanding Capital Securities of the Trust shall have consented
to such waiver or rescission and annulment.

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

Section
5.02    Payment of Debt Securities on Default; Suit Therefor.

The
Company covenants that upon the occurrence of an Event of Default pursuant to clause (a)
or (b) of Section 5.01 and upon demand of the Trustee, the Company will pay to the
Trustee, for the benefit of the holders of the Debt Securities, the whole amount that then
shall have become due and payable on all Debt Securities, including Deferred Interest
accrued on the Debt Securities; and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including a reasonable
compensation to the Trustee, its agents, attorneys and counsel, and any other amounts due
to the Trustee under Section 6.06. In case the Company shall fail forthwith to pay such
amounts upon such demand, the Trustee, in its own name and as trustee of an express trust,
shall be entitled and empowered to institute any actions or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any such action
or proceeding to judgment or final decree, and may enforce any such judgment or final
decree against the Company or any other obligor on such Debt Securities and collect in the
manner provided by law out of the property of the Company or any other obligor on such
Debt Securities wherever situated the moneys adjudged or decreed to be payable.

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In
case there shall be pending proceedings for the bankruptcy or for the reorganization of
the Company or any other obligor on the Debt Securities under Bankruptcy Law, or in case a
receiver or trustee shall have been appointed for the property of the Company or such
other obligor, or in the case of any other similar judicial proceedings relative to the
Company or other obligor upon the Debt Securities, or to the creditors or property of the
Company or such other obligor, the Trustee, irrespective of whether the principal of the
Debt Securities shall then be due and payable as therein expressed or by acceleration or
otherwise and irrespective of whether the Trustee shall have made any demand pursuant to
the provisions of this Section 5.02, shall be entitled and empowered, by intervention in
such proceedings or otherwise, to file and prove a claim or claims for the whole amount of
principal and interest owing and unpaid in respect of the Debt Securities and, in case of
any judicial proceedings, to file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee (including any
claim for reasonable compensation to the Trustee and each predecessor Trustee, and their
respective agents, attorneys and counsel, and for reimbursement of all other amounts due
to the Trustee under Section 6.06) and of the Securityholders allowed in such judicial
proceedings relative to the Company or any other obligor on the Debt Securities, or to the
creditors or property of the Company or such other obligor, unless prohibited by
applicable law and regulations, to vote on behalf of the holders of the Debt Securities in
any election of a trustee or a standby trustee in arrangement, reorganization, liquidation
or other bankruptcy or insolvency proceedings or Person performing similar functions in
comparable proceedings, and to collect and receive any moneys or other property payable or
deliverable on any such claims, and to distribute the same after the deduction of its
charges and expenses; and any receiver, assignee or trustee in bankruptcy or
reorganization is hereby authorized by each of the Securityholders to make such payments
to the Trustee, and, in the event that the Trustee shall consent to the making of such
payments directly to the Securityholders, to pay to the Trustee such amounts as shall be
sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and
their respective agents, attorneys and counsel, and all other amounts due to the Trustee
under Section 6.06.

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

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

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

Section
5.03    Application of Moneys Collected by Trustee.

Any
moneys collected by the Trustee shall be applied in the following order, at the date or
dates fixed by the Trustee for the distribution of such moneys, upon presentation of the
several Debt Securities in respect of which moneys have been collected, and stamping
thereon the payment, if only partially paid, and upon surrender thereof if fully paid:

First:
To the payment of costs and expenses incurred by, and reasonable fees of, the Trustee, its
agents, attorneys and counsel, and of all other amounts due to the Trustee under Section
6.06;

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

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

Fourth:
The balance, if any, to the Company.

Section
5.04    Proceedings by Securityholders.

No
holder of any Debt Security shall have any right to institute any suit, action or
proceeding for any remedy hereunder, unless such holder previously shall have given to the
Trustee written notice of an Event of Default with respect to the Debt Securities and
unless the holders of not less than 25% in aggregate principal amount of the Debt
Securities then outstanding shall have given the Trustee a written request to institute
such action, suit or proceeding and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be incurred
thereby, and the Trustee for 60 days after its receipt of such notice, request and offer
of indemnity shall have failed to institute any such action, suit or proceeding;
provided, that no holder of Debt Securities shall have any right to prejudice the
rights of any other holder of Debt Securities, obtain priority or preference over any
other such holder or enforce any right under this Indenture except in the manner herein
provided and for the equal, ratable and common benefit of all holders of Debt Securities.

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

Section
5.05    Proceedings by Trustee.

In
case of an Event of Default, the Trustee may in its discretion proceed to protect and
enforce the rights vested in it by this Indenture by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any of such rights, either
by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether
for the specific enforcement of any covenant or agreement contained in this Indenture or
in aid of the exercise of any power granted in this Indenture, or to enforce any other
legal or equitable right vested in the Trustee by this Indenture or by law.

Section
5.06    Remedies Cumulative and Continuing.

Except
as otherwise provided in Section 2.06, all powers and remedies given by this Article V to
the Trustee or to the Securityholders shall, to the extent permitted by law, be deemed
cumulative and not exclusive of any other powers and remedies available to the Trustee or
the holders of the Debt Securities, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this Indenture or
otherwise established with respect to the Debt Securities, and no delay or omission of the
Trustee or of any holder of any of the Debt Securities to exercise any right or power
accruing upon any Event of Default occurring and continuing as aforesaid shall impair any
such right or power, or shall be construed to be a waiver of any such default or an
acquiescence therein; and, subject to the provisions of Section 5.04, every power and
remedy given by this Article V or by law to the Trustee or to the Securityholders may be
exercised from time to time, and as often as shall be deemed expedient, by the Trustee or
by the Securityholders.

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

The
holders of a majority in aggregate principal amount of the Debt Securities affected at
the time outstanding and, if the Debt Securities are held by the Trust or a trustee of
the Trust, the holders of a majority in aggregate liquidation amount of the outstanding
Capital Securities of the Trust shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred on the Trustee with respect to such Debt Securities; provided,
however, that if the Debt Securities are held by the Trust or a trustee of the
Trust, such time, method and place or such exercise, as the case may be, may not be so
directed until the holders of a majority in aggregate liquidation amount of the
outstanding Capital Securities of the Trust shall have directed such time, method and
place or such exercise, as the case may be; provided, further, that
(subject to the provisions of Section 6.01) the Trustee shall have the right to decline
to follow any such direction if the Trustee shall determine that the action so directed
would be unjustly prejudicial to the holders

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not taking part in such direction or
if the Trustee being advised by counsel determines that the action or proceeding so
directed may not lawfully be taken or if a Responsible Officer of the Trustee shall
determine that the action or proceedings so directed would involve the Trustee in
personal liability. Prior to any declaration of acceleration, or ipsofacto acceleration,
of the maturity of the Debt Securities, the holders of a majority in aggregate principal
amount of the Debt Securities at the time outstanding may on behalf of the holders of all
of the Debt Securities waive (or modify any previously granted waiver of) any past
Default or Event of Default and its consequences, except a default (a) in the payment of
principal of or premium, if any, or interest on any of the Debt Securities, (b) in
respect of covenants or provisions hereof which cannot be modified or amended without the
consent of the holder of each Debt Security affected, or (c) in respect of the covenants
contained in Section 3.09; provided, however, that if the Debt Securities
are held by the Trust or a trustee of the Trust, such waiver or modification to such
waiver shall not be effective until the holders of a majority in aggregate liquidation
amount of the outstanding Capital Securities of the Trust shall have consented to such
waiver or modification to such waiver; provided, further, that if the
consent of the holder of each outstanding Debt Security is required, such waiver or
modification to such waiver shall not be effective until each holder of the outstanding
Capital Securities of the Trust shall have consented to such waiver or modification to
such waiver. Upon any such waiver or modification to such waiver, the Default or Event of
Default covered thereby shall be deemed to be cured for all purposes of this Indenture
and the Company, the Trustee and the holders of the Debt Securities shall be restored to
their former positions and rights hereunder, respectively; but no such waiver or
modification to such waiver shall extend to any subsequent or other Default or Event of
Default or impair any right consequent thereon. Whenever any Default or Event of Default
hereunder shall have been waived as permitted by this Section, said Default or Event of
Default shall for all purposes of the Debt Securities and this Indenture be deemed to
have been cured and to be not continuing.

Section
5.08    Notice of Defaults.

The
Trustee shall, within 90 days after a Responsible Officer of the Trustee shall have actual
knowledge or received written notice of the occurrence of a default with respect to the
Debt Securities, mail to all Securityholders, as the names and addresses of such holders
appear upon the Debt Security Register, notice of all defaults with respect to the Debt
Securities known to the Trustee, unless such defaults shall have been cured before the
giving of such notice (the term default for the purpose of this Section is
hereby defined to be any event specified in Section 5.01, not including periods of grace,
if any, provided for therein); provided, that, except in the case of default
in the payment of the principal of or premium, if any, or interest on any of the Debt
Securities, the Trustee shall be protected in withholding such notice if and so long as a
Responsible Officer of the Trustee in good faith determines that the withholding of such
notice is in the interests of the Securityholders.

Section
5.09    Undertaking to Pay Costs.

All
parties to this Indenture agree, and each holder of any Debt Security by such
holders acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs, including
reasonable attorneys fees and expenses, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any suit instituted
by the Trustee, to any suit instituted by any Securityholder, or group of Securityholders,
holding in the aggregate more than 10% in principal amount of the outstanding Debt
Securities (or, if such Debt Securities are held by the Trust or a trustee of the Trust,
more than 10% in liquidation amount of the outstanding Capital Securities),to any suit
instituted by any Securityholder for the enforcement of the payment of the principal of or
premium, if any, or interest on any Debt Security against the Company on or after the same
shall have become due and payable or to any suit instituted in accordance with Section
14.12.

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ARTICLE VI CONCERNING
THE TRUSTEE

Section
6.01    Duties and Responsibilities of Trustee.

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

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

(a)              prior
to the occurrence of an Event of Default and after the curing or waiving           of all
Events of Default which may have occurred:

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

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

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

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

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

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

Section
6.02    Reliance on Documents, Opinions, etc.

Except
as otherwise provided in Section 6.01:

(a)              the
Trustee may conclusively rely and shall be 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 in good faith to be genuine and to have
been           signed or presented by the proper party or parties;

(b)              any
request, direction, order or demand of the Company mentioned herein shall be
          sufficiently evidenced by an Officers Certificate (unless other evidence
          in respect thereof be herein specifically prescribed); and any Board Resolution
          may be evidenced to the Trustee by a copy thereof certified by the Secretary or
          an Assistant Secretary of the Company;

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

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

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(e)              the
Trustee shall not be liable for any action taken or omitted by it in good           faith
and reasonably believed by it to be authorized or within the discretion or
          rights or powers conferred upon it by this Indenture; nothing contained herein
          shall, however, relieve the Trustee of the obligation, upon the occurrence of
an           Event of Default with respect to the Debt Securities (which has not been
cured           or waived) to exercise with respect to the Debt Securities such of the
rights           and powers vested in it by this Indenture, and to use the same degree of
care           and skill in their exercise, as a prudent person would exercise or use
under the           circumstances in the conduct of such persons own affairs;

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

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

Section
6.03    No Responsibility for Recitals, etc.

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

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

The
Trustee, any Authenticating Agent, any Paying Agent, any transfer agent or any Debt
Security registrar, in its individual or any other capacity, may become the owner or
pledgee of Debt Securities with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, transfer agent or Debt Security registrar.

Section
6.05    Moneys to be Held in Trust.

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

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Section
6.06    Compensation and Expenses of Trustee.

The
Company covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, such compensation as shall be agreed to in writing between the
Company and the Trustee (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust), and the Company will pay or reimburse
the Trustee upon its written request for all documented reasonable expenses, disbursements
and advances incurred or made by the Trustee in accordance with any of the provisions of
this Indenture (including the reasonable compensation and the reasonable expenses and
disbursements of its counsel and of all Persons not regularly in its employ) except any
such expense, disbursement or advance that arises from its negligence, willful misconduct
or bad faith. The Company also covenants to indemnify each of the Trustee (including in
its individual capacity) and any predecessor Trustee (and its officers, agents, directors
and employees) for, and to hold it harmless against, any and all loss, damage, claim,
liability or expense including taxes (other than taxes based on the income of the
Trustee), except to the extent such loss, damage, claim, liability or expense results from
the negligence, willful misconduct or bad faith of such indemnitee, arising out of or in
connection with the acceptance or administration of this trust, including the costs and
expenses of defending itself against any claim or liability in the premises. The
obligations of the Company under this Section to compensate and indemnify the Trustee and
to pay or reimburse the Trustee for documented expenses, disbursements and advances shall
constitute additional indebtedness hereunder. Such additional indebtedness shall be
secured by a lien prior to that of the Debt Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of the
holders of particular Debt Securities.

Without
prejudice to any other rights available to the Trustee under applicable law, when the
Trustee incurs expenses or renders services in connection with an Event of Default
specified in clause (d), (e) or (f) of Section 5.01, the expenses (including the
reasonable charges and expenses of its counsel) and the compensation for the services are
intended to constitute expenses of administration under any applicable federal or state
bankruptcy, insolvency or other similar law.

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

Notwithstanding
anything in this Indenture or any Debt Security to the contrary, the Trustee shall have no
obligation whatsoever to advance funds to pay any principal of or interest on or other
amounts with respect to the Debt Securities or otherwise advance funds to or on behalf of
the Company.

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Section
6.07    Officers Certificate as Evidence.

Except
as otherwise provided in Sections 6.01 and 6.02, whenever in the administration of the
provisions of this Indenture the Trustee shall deem it necessary or desirable that a
matter be proved or established prior to taking or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically prescribed) may,
in the absence of negligence, willful misconduct or bad faith on the part of the Trustee,
be deemed to be conclusively proved and established by an Officers Certificate
delivered to the Trustee, and such certificate, in the absence of negligence, willful
misconduct or bad faith on the part of the Trustee, shall be full warrant to the Trustee
for any action taken or omitted by it under the provisions of this Indenture upon the
faith thereof.

Section
6.08    Eligibility of Trustee.

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

The
Company may not, nor may any Person directly or indirectly controlling, controlled by, or
under common control with the Company, serve as Trustee, notwithstanding that such
corporation or national association shall be otherwise eligible and qualified under this
Article.

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

If
the Trustee has or shall acquire any conflicting interest within the meaning
of §310(b) of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to, this
Indenture.

Section
6.09    Resignation or Removal of Trustee.

(a)              The
Trustee, or any trustee or trustees hereafter appointed, may at any time           resign
by giving written notice of such resignation to the Company and by           mailing
notice thereof, at the Companys expense, to the holders of the           Debt
Securities at their addresses as they shall appear on the Debt Security
          Register. Upon receiving such notice of resignation, the Company shall promptly
          appoint a successor trustee or trustees by written instrument, in duplicate,
          executed by order of its Board of Directors, one copy of which instrument shall
          be delivered to the resigning Trustee and one copy to the successor Trustee. If
          no successor Trustee shall have been so appointed and have accepted appointment
          within 30 days after the mailing of such notice of resignation to the affected
          Securityholders, the resigning Trustee may petition any court of competent
          jurisdiction for the appointment of a successor Trustee, or any Securityholder
          who has been a bona fide holder of a Debt Security or Debt Securities for at
          least six months may, subject to the provisions of Section 5.09, on behalf of
          himself or herself and all others similarly situated, petition any such court
          for the appointment of a successor Trustee. Such court may thereupon, after
such           notice, if any, as it may deem proper and prescribe, appoint a successor
          Trustee.

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

| | (i)              the
Trustee shall fail to comply with the provisions of the last paragraph of
          Section 6.08 after written request therefor by the Company or by any
          Securityholder who has been a bona fide holder of a Debt Security or Debt
          Securities for at least six months;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)              the
Trustee shall cease to be eligible in accordance with the provisions of           Section
6.08 and shall fail to resign after written request therefor by the           Company or
by any such Securityholder; or
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

then, in any such case, the Company
may remove the Trustee and appoint a successor Trustee by written instrument, in
duplicate, executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the Trustee so removed and one copy to the successor Trustee, or, subject
to the provisions of Section 5.09, if no successor Trustee shall have been so appointed
and have accepted appointment within 30 days of the occurrence of any of (i), (ii) or
(iii) above, any Securityholder who has been a bona fide holder of a Debt Security or Debt
Securities for at least six months may, on behalf of himself or herself and all others
similarly situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a
successor Trustee.

(c)              Upon
prior written notice to the Company and the Trustee, the holders of a           majority
in aggregate principal amount of the Debt Securities at the time           outstanding
may at any time remove the Trustee and nominate a successor Trustee,           which
shall be deemed appointed as successor Trustee unless within ten Business           Days
after such nomination the Company objects thereto or if no successor           Trustee
shall have been so appointed and shall have accepted appointment within           30 days
after such removal, in which case or in the case of a failure by such           holders
to nominate a successor Trustee, the Trustee so removed or any           Securityholder,
upon the terms and conditions and otherwise as in subsection (a)           of this
Section, may petition any court of competent jurisdiction for an           appointment of
a successor.

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

Section
6.10    Acceptance by Successor Trustee.

Any
successor Trustee appointed as provided in Section 6.09 shall execute, acknowledge and
deliver to the Company and to its predecessor Trustee an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable to confirm
that all of the rights, powers, trusts and duties of the retiring Trustee shall be vested
in the successor Trustee, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, duties and obligations with
respect to the Debt Securities of its predecessor hereunder, with like effect as if
originally named as Trustee herein; but, nevertheless, on the written request of the
Company or of the successor Trustee, the Trustee ceasing to act shall, upon payment of the
amounts then due it pursuant to the provisions of Section 6.06, execute and deliver an
instrument transferring to such successor Trustee all the rights and powers of the Trustee
so ceasing to act and shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such retiring Trustee hereunder. Upon request of any such
successor Trustee, the Company shall execute any and all instruments in writing for more
fully and certainly vesting in and confirming to such successor Trustee all such rights
and powers. Any Trustee ceasing to act shall, nevertheless, retain a lien upon all
property or funds held or collected by such Trustee to secure any amounts then due it
pursuant to the provisions of Section 6.06.

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

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

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

Section
6.11    Succession by Merger, etc.

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

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In
case at the time such successor to the Trustee shall succeed to the trusts created by this
Indenture any of the Debt Securities shall have been authenticated but not delivered, any
such successor to the Trustee may adopt the certificate of authentication of any
predecessor Trustee, and deliver such Debt Securities so authenticated; and in case at
that time any of the Debt Securities shall not have been authenticated, any successor to
the Trustee may authenticate such Debt Securities either in the name of any predecessor
hereunder or in the name of the successor Trustee; and in all such cases such certificates
shall have the full force which it is anywhere in the Debt Securities or in this Indenture
provided that the certificate of the Trustee shall have; provided, however,
that the right to adopt the certificate of authentication of any predecessor Trustee or
authenticate Debt Securities in the name of any predecessor Trustee shall apply 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 Trustee upon the request of the
Company with power to act on its behalf and subject to its direction in the authentication
and delivery of Debt Securities issued upon exchange or registration of transfer thereof
as fully to all intents and purposes as though any such Authenticating Agent had been
expressly authorized to authenticate and deliver Debt Securities; provided,
however, that the Trustee shall have no liability to the Company for any acts or
omissions of the Authenticating Agent with respect to the authentication and delivery of
Debt Securities. Any such Authenticating Agent shall at all times be a corporation
organized and doing business under the laws of the United States or of any state thereof
or of the District of Columbia authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of at least $50,000,000 and being subject to
supervision or examination by federal, state or District of Columbia authority. If such
corporation publishes reports of condition at least annually pursuant to law or the
requirements of such authority, then for the purposes of this Section the combined capital
and surplus of such corporation shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect herein specified in
this Section.

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

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

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

ARTICLE VII  CONCERNING
THE SECURITYHOLDERS

Section
7.01    Action by Securityholders.

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

If
the Company shall solicit from the Securityholders any request, demand, authorization,
direction, notice, consent, waiver or other action or revocation of the same, the Company
may, at its option, as evidenced by an Officers Certificate, fix in advance a record
date for such Debt Securities for the determination of Securityholders entitled to give
such request, demand, authorization, direction, notice, consent, waiver or other action or
revocation of the same, but the Company 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 or revocation of the same may be given before or after the record
date, but only the Securityholders of record at the close of business on the record date
shall be deemed to be Securityholders for the purposes of determining whether
Securityholders of the requisite proportion of outstanding Debt Securities have authorized
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
Debt Securities shall be computed as of the record date; provided, however,
that no such authorization, agreement or consent by such Securityholders on the record
date shall be deemed effective unless it shall become effective pursuant to the provisions
of this Indenture not later than six months after the record date.

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Section
7.02    Proof of Execution by Securityholders.

Subject
to the provisions of Sections 6.01, 6.02 and 8.05, proof of the execution of any
instrument by a Securityholder or such Securityholders agent or proxy shall be
sufficient if made in accordance with such reasonable rules and regulations as may be
prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The
ownership of Debt Securities shall be proved by the Debt Security Register or by a
certificate of the Debt Security registrar. The Trustee may require such additional proof
of any matter referred to in this Section as it shall deem necessary.

The
record of any Securityholders meeting shall be proved in the manner provided in
Section 8.06.

Section
7.03    Who Are Deemed Absolute Owners.

Prior
to due presentment for registration of transfer of any Debt Security, the Company, the
Trustee, any Authenticating Agent, any Paying Agent, any transfer agent and any Debt
Security registrar may deem the Person in whose name such Debt Security shall be
registered upon the Debt Security Register to be, and may treat such Person as, the
absolute owner of such Debt Security (whether or not such Debt Security shall be overdue)
for the purpose of receiving payment of or on account of the principal of and premium, if
any, and interest on such Debt Security and for all other purposes; and none of the
Company, the Trustee, any Authenticating Agent, any Paying Agent, any transfer agent or
any Debt Security registrar shall be affected by any notice to the contrary. All such
payments so made to any holder for the time being or upon such holders order shall
be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for moneys payable upon any such Debt Security.

Section
7.04    Debt Securities Owned by Company Deemed Not Outstanding.

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

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Section
7.05    Revocation of Consents; Future Holders Bound.

At
any time prior to (but not after) the evidencing to the Trustee, as provided in Section
7.01, of the taking of any action by the holders of the percentage in aggregate principal
amount of the Debt Securities specified in this Indenture in connection with such action,
any holder (in cases where no record date has been set pursuant to Section 7.01) or any
holder as of an applicable record date (in cases where a record date has been set pursuant
to Section 7.01) of a Debt Security (or any Debt Security issued in whole or in part in
exchange or substitution therefor) the serial number of which is shown by the evidence to
be included in the Debt Securities the holders of which have consented to such action may,
by filing written notice with the Trustee at the Principal Office of the Trustee and upon
proof of holding as provided in Section 7.02, revoke such action so far as concerns such
Debt Security (or so far as concerns the principal amount represented by any exchanged or
substituted Debt Security). Except as aforesaid any such action taken by the holder of any
Debt Security shall be conclusive and binding upon such holder and upon all future holders
and owners of such Debt Security, and of any Debt Security issued in exchange or
substitution therefor or on registration of transfer thereof, irrespective of whether or
not any notation in regard thereto is made upon such Debt Security or any Debt Security
issued in exchange or substitution therefor.

ARTICLE VIII
 SECURITYHOLDERSMEETINGS

Section
8.01    Purposes of Meetings.

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

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

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

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

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

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Section
8.02    Call of Meetings by Trustee.

The
Trustee may at any time call a meeting of Securityholders to take any action specified in
Section 8.01, to be held at such time and at such place in The City of New York, the
Borough of Manhattan, or Wilmington, Delaware, as the Trustee shall determine. Notice of
every meeting of the Securityholders, setting forth the time and the place of such meeting
and in general terms the action proposed to be taken at such meeting, shall be mailed to
holders of Debt Securities affected at their addresses as they shall appear on the Debt
Securities Register. Such notice shall be mailed not less than 20 nor more than 180 days
prior to the date fixed for the meeting.

Section
8.03    Call of Meetings by Company or Securityholders.

In
case at any time the Company pursuant to a Board Resolution, or the holders of at least
10% in aggregate principal amount of the Debt Securities, as the case may be, then
outstanding, shall have requested the Trustee to call a meeting of Securityholders, by
written request setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have mailed the notice of such meeting within 20 days
after receipt of such request, then the Company or such Securityholders may determine the
time and the place in Lincoln, Nebraska for such meeting and may call such meeting to take
any action authorized in Section 8.01, by mailing notice thereof as provided in Section
8.02.

Section
8.04    Qualifications for Voting.

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

Section
8.05    Regulations.

Notwithstanding
any other provisions of this Indenture, the Trustee may make such reasonable regulations
as it may deem advisable for any meeting of Securityholders, in regard to proof of the
holding of Debt Securities and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters concerning
the conduct of the meeting as it shall deem appropriate.

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

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

Section
8.06    Voting.

The
vote upon any resolution submitted to any meeting of holders of Debt Securities with
respect to which such meeting is being held shall be by written ballots on which shall be
subscribed the signatures of such holders or of their representatives by proxy and the
serial number or numbers of the Debt Securities held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count all votes
cast at the meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in triplicate of all votes cast at
the meeting. A record in duplicate of the proceedings of each meeting of Securityholders
shall be prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot taken thereat
and affidavits by one or more Persons having knowledge of the facts setting forth a copy
of the notice of the meeting and showing that said notice was mailed as provided in
Section 8.02. The record shall show the serial numbers of the Debt Securities voting in
favor of or against any resolution. The record shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one of the
duplicates shall be delivered to the Company and the other to the Trustee to be preserved
by the Trustee, the latter to have attached thereto the ballots voted at the meeting.

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

Section
8.07    Quorum; Actions.

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

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

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

ARTICLE IX
 SUPPLEMENTAL INDENTURES

Section
9.01    Supplemental Indentures without Consent of Securityholders.

The
Company, when authorized by a Board Resolution, and the Trustee may from time to time and
at any time enter into an indenture or indentures supplemental hereto, without the consent
of the Securityholders, for one or more of the following purposes:

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

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

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

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

(e)              to
evidence and provide for the acceptance of appointment hereunder by a           successor
Trustee with respect to the Debt Securities and to add to or change           any of the
provisions of this Indenture as shall be necessary to provide for or           facilitate
the administration of the trusts hereunder by more than one Trustee,           pursuant
to the requirements of Section 6.10;

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

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

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

Any
supplemental indenture authorized by the provisions of this Section may be executed by the
Company and the Trustee without the consent of the holders of any of the Debt Securities
at the time outstanding, notwithstanding any of the provisions of Section 9.02.

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Section
9.02    Supplemental Indentures with Consent of Securityholders.

With
the consent (evidenced as provided in Section 7.01) of the holders of a majority in
aggregate principal amount of the Debt Securities at the time outstanding affected by such
supplemental indenture, the Company, when authorized by a Board Resolution, and the
Trustee may from time to time and at any time enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust Indenture Act,
then in effect, applicable to indentures qualified thereunder) for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of this
Indenture or of any supplemental indenture or of modifying in any manner the rights of the
holders of the Debt Securities; provided, however, that no such supplemental
indenture shall, without the consent of the holders of each Debt Security then outstanding
and affected thereby, (i) change the Maturity Date of any Debt Security, or reduce the
principal amount thereof or any premium thereon, or reduce the rate (or manner of
calculation of the rate) or extend the time of payment of interest thereon, or reduce
(other than as a result of the maturity or earlier redemption of any such Debt Security in
accordance with the terms of this Indenture and such Debt Security) or increase the
aggregate principal amount of Debt Securities then outstanding, or change any of the
redemption provisions, or make the principal thereof or any interest or premium thereon
payable in any coin or currency other than United States Dollars, or impair or affect the
right of any Securityholder to institute suit for payment thereof, or (ii) reduce the
aforesaid percentage of Debt Securities the holders of which are required to consent to
any such supplemental indenture; and provided, further, that if the Debt
Securities are held by the Trust or the trustee of the Trust, such supplemental indenture
shall not be effective until the holders of a majority in aggregate liquidation amount of
the outstanding Capital Securities shall have consented to such supplemental indenture;
provided, further, that if the consent of the Securityholder of each
outstanding Debt Security is required, such supplemental indenture shall not be effective
until each holder of the outstanding Capital Securities shall have consented to such
supplemental indenture.

Upon
the request of the Company accompanied by a Board Resolution authorizing the execution of
any such supplemental indenture, and upon the filing with the Trustee of evidence of the
consent of Securityholders (and holders of Capital Securities, if required) as aforesaid,
the Trustee shall join with the Company in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustees own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such supplemental indenture.

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

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

Section
9.03    Effect of Supplemental Indentures.

Upon
the execution of any supplemental indenture pursuant to the provisions of this Article IX,
this Indenture shall be and be deemed to be modified and amended in accordance therewith
and the respective rights, limitations of rights, obligations, duties and immunities under
this Indenture of the Trustee, the Company and the holders of Debt Securities shall
thereafter be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this Indenture
for any and all purposes.

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Section
9.04    Notation on Debt Securities.

Debt
Securities authenticated and delivered after the execution of any supplemental indenture
pursuant to the provisions of this Article IX may bear a notation as to any matter
provided for in such supplemental indenture. If the Company or the Trustee shall so
determine, new Debt Securities so modified as to conform, in the opinion of the Board of
Directors of the Company, to any modification of this Indenture contained in any such
supplemental indenture may be prepared and executed by the Company, authenticated by the
Trustee or the Authenticating Agent and delivered in exchange for the Debt Securities then
outstanding.

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

The
Trustee, subject to the provisions of Sections 6.01 and 6.02, shall, in addition to the
documents required by Section 14.06, receive an Officers Certificate as conclusive
evidence that any supplemental indenture executed pursuant hereto complies with the
requirements of this Article IX. The Trustee shall also receive an Opinion of Counsel as
conclusive evidence that any supplemental indenture 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 the Trustee under the provisions of this Article IX to join in the execution
thereof.

ARTICLE X  REDEMPTION
OF SECURITIES

Section
10.01    Optional Redemption.

The
Company shall have the right, subject to the receipt by the Company of the prior approval
from the OTS, if then required under applicable capital guidelines or policies of the OTS,
to redeem the Debt Securities, in whole or (provided that all accrued and unpaid interest
has been paid on all Debt Securities for all Interest Periods terminating on or prior to
such date) from time to time in part, on any Interest Payment Date on or after June 7,
2009 (each, an Optional Redemption Date), at the Optional Redemption Price.

Section
10.02    Special Event Redemption.

If
a Special Event shall occur and be continuing, the Company shall have the right, subject
to the receipt by the Company of prior approval from the OTS, if then required under
applicable capital guidelines or policies of the OTS, to redeem the Debt Securities, in
whole but not in part, at any time within 90 days following the occurrence of such Special
Event (the Special Redemption Date), at the Special Redemption Price. In the
event that the Special Redemption Date falls on a day prior to the LIBOR Determination
Date for any Interest Period, then the Company shall be required to pay to
Securityholders, on the Business Day following such LIBOR Determination Date, any
additional amount of interest that would have been payable on the Special Redemption Date
had the amount of interest determined on such LIBOR Determination Date been known on the
first day of such Interest Period.

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Section
10.03    Notice of Redemption; Selection of Debt Securities.

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

Each
such notice of redemption shall specify the CUSIP number, if any, of the Debt Securities
to be redeemed, the date fixed for redemption, the price (or manner of calculation of the
price) at which Debt Securities are to be redeemed, the place or places of payment, that
payment will be made upon presentation and surrender of such Debt Securities, that
interest accrued to the date fixed for redemption will be paid as specified in said
notice, and that on and after said date interest thereon or on the portions thereof to be
redeemed will cease to accrue. If less than all the Debt Securities are to be redeemed,
the notice of redemption shall specify the numbers of the Debt Securities to be redeemed.
In case the Debt Securities are to be redeemed in part only, the notice of redemption
shall state the portion of the principal amount thereof to be redeemed and shall state
that on and after the date fixed for redemption, upon surrender of such Debt Security, a
new Debt Security or Debt Securities in principal amount equal to the unredeemed portion
thereof will be issued.

Prior
to 10:00 a.m., New York City time, on the Optional Redemption Date or the Special
Redemption Date specified in the notice of redemption given as provided in this Section,
the Company will deposit with the Trustee or with one or more Paying Agents an amount of
money sufficient to redeem on such date all the Debt Securities so called for redemption
at the applicable price therefor, together with unpaid interest accrued to such date.

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

Section
10.04    Payment of Debt Securities Called for Redemption.

If
notice of redemption has been given as provided in Section 10.03, the Debt Securities or
portions of Debt Securities with respect to which such notice has been given shall become
due and payable on the related Optional Redemption Date or Special Redemption Date (as the
case may be) and at the place or places stated in such notice at the applicable price
therefor, together with unpaid interest accrued thereon to said Optional Redemption Date
or the Special Redemption Date (as the case may be), and on and after said Optional
Redemption Date or the Special Redemption Date (as the case may be) (unless the Company
shall default in the payment of such Debt Securities at the redemption price, together
with unpaid interest accrued thereon to said date) interest on the Debt Securities or
portions of Debt Securities so called for redemption shall cease to accrue. On
presentation and surrender of such Debt Securities at a place of payment specified in said
notice, such Debt Securities or the specified portions thereof shall be paid and redeemed
by the Company at the applicable price therefor, together with unpaid interest, if any,
accrued thereon to said Optional Redemption Date or the Special Redemption Date (as the
case may be); provided, however, that interest payable on any Interest Payment Date
on or prior to said Optional Redemption Date or the Special Redemption Date will be paid
to the holders on the relevant regular record date.

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

ARTICLE XI
 CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

Section
11.01    Company May Consolidate, etc., on Certain Terms.

Nothing
contained in this Indenture or in the Debt Securities shall prevent any consolidation or
merger of the Company with or into any other corporation or corporations (whether or not
affiliated with the Company) or successive consolidations or mergers in which the Company
or its successor or successors shall be a party or parties, or shall prevent any sale,
conveyance, transfer or other disposition of all or substantially all of the property and
assets of the Company or its successor or successors to any other corporation (whether or
not affiliated with the Company, or its successor or successors) authorized to acquire and
operate the same; provided, however, that the Company hereby covenants and
agrees that (i) upon any such consolidation, merger (where the Company is not the
surviving corporation), sale, conveyance, transfer or other disposition, the successor
entity shall be a corporation organized and existing under the laws of the United States
or any state thereof or the District of Columbia (unless such corporation has (1) agreed
to make all payments due in respect of the Debt Securities or, if outstanding, the Trust
Securities and the Capital Securities Guarantee without withholding or deduction for, or
on account of, any taxes, duties, assessments or other governmental charges under the laws
or regulations of the jurisdiction of organization or residence (for tax purposes) of such
corporation or any political subdivision or taxing authority thereof or therein unless
required by applicable law, in which case such corporation shall have agreed to pay such
additional amounts as shall be required so that the net amounts received and retained by
the holders of such Debt Securities or Trust Securities, as the case may be, after payment
of all taxes (including withholding taxes), duties, assessments or other governmental
charges, will be equal to the amounts that such holders would have received and retained
had no such taxes (including withholding taxes), duties, assessments or other governmental
charges been imposed, (2) irrevocably and unconditionally consented and submitted to the
jurisdiction of any United States federal court or New York state court, in each case
located in the Borough of Manhattan, The City of New York, in respect of any action, suit
or proceeding against it arising out of or in connection with this Indenture, the Debt
Securities, the Capital Securities Guarantee or the Declaration and irrevocably and
unconditionally waived, to the fullest extent permitted by law, any objection to the
laying of venue in any such court or that any such action, suit or proceeding has been
brought in an inconvenient forum and (3) irrevocably appointed an agent in The City of New
York for service of process in any action, suit or proceeding referred to in clause (2)
above) and such corporation expressly assumes all of the obligations of the Company under
the Debt Securities, this Indenture, the Capital Securities Guarantee and the Declaration
and (ii) after giving effect to any such consolidation, merger, sale, conveyance,
transfer or other disposition, no Default or Event of Default shall have occurred and be
continuing.

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Section
11.02    Successor Entity to be Substituted.

In
case of any such consolidation, merger, sale, conveyance, transfer or other disposition
contemplated in Section 11.01 and upon the assumption by the successor corporation, by
supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory
in form to the Trustee, of the due and punctual payment of the principal of and premium,
if any, and interest on all of the Debt Securities and the due and punctual performance
and observance of all of the covenants and conditions of this Indenture to be performed or
observed by the Company, such successor corporation shall succeed to and be substituted
for the Company, with the same effect as if it had been named herein as the Company, and
thereupon the predecessor entity shall be relieved of any further liability or obligation
hereunder or upon the Debt Securities. Such successor corporation thereupon may cause to
be signed, and may issue either in its own name or in the name of the Company, any or all
of the Debt Securities issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee or the Authenticating Agent; and, upon the order
of such successor corporation instead of the Company and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating
Agent shall authenticate and deliver any Debt Securities which previously shall have been
signed and delivered by the officers of the Company to the Trustee or the Authenticating
Agent for authentication, and any Debt Securities which such successor corporation
thereafter shall cause to be signed and delivered to the Trustee or the Authenticating
Agent for that purpose. All the Debt Securities so issued shall in all respects have the
same legal rank and benefit under this Indenture as the Debt Securities theretofore or
thereafter issued in accordance with the terms of this Indenture as though all of such
Debt Securities had been issued at the date of the execution hereof.

Section
11.03    Opinion of Counsel to be Given to Trustee.

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

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ARTICLE XII
 SATISFACTION AND DISCHARGE OF INDENTURE

Section
12.01    Discharge of Indenture.

When
(a) the Company shall deliver to the Trustee for cancellation all Debt Securities
theretofore authenticated (other than any Debt Securities which shall have been destroyed,
lost or stolen and which shall have been replaced or paid as provided in Section 2.06) and
not theretofore canceled, or (b) all the Debt Securities not theretofore canceled or
delivered to the Trustee for cancellation shall have become due and payable, or are by
their terms to become due and payable within one year or are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall
be immediately due and payable, sufficient to pay at maturity or upon redemption all of
the Debt Securities (other than any Debt Securities which shall have been destroyed, lost
or stolen and which shall have been replaced or paid as provided in Section 2.06) not
theretofore canceled or delivered to the Trustee for cancellation, including principal and
premium, if any, and interest due or to become due to the Maturity Date, any Optional
Redemption Date or the Special Redemption Date, as the case may be, but excluding,
however, the amount of any moneys for the payment of principal of and premium, if any, or
interest on the Debt Securities (1) theretofore repaid to the Company in accordance with
the provisions of Section 12.04, or (2) paid to any state or to the District of Columbia
pursuant to its unclaimed property or similar laws, and if in the case of either clause
(a) or (b) above the Company shall also pay or cause to be paid all other sums payable
hereunder by the Company, then this Indenture shall cease to be of further effect except
for the provisions of Sections 2.05, 2.06, 3.01, 3.02, 3.04, 6.06, 6.09 and 12.04 hereof,
which shall survive until such Debt Securities shall mature or are redeemed, as the case
may be, and are paid in full. Thereafter, Sections 6.06, 6.09 and 12.04 shall survive, and
the Trustee, on demand of the Company accompanied by an Officers Certificate and an
Opinion of Counsel, each stating that all conditions precedent herein provided for
relating to the satisfaction and discharge of this Indenture have been complied with, and
at the cost and expense of the Company, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture, the Company, however, hereby agreeing to
reimburse the Trustee for any costs or expenses thereafter reasonably and properly
incurred by the Trustee in connection with this Indenture or the Debt Securities.

Section
12.02    Deposited Moneys to be Held in Trust by Trustee.

Subject
to the provisions of Section 12.04, all moneys deposited with the Trustee pursuant to
Section 12.01 shall be held in trust and applied by it to the payment, either directly or
through any Paying Agent (including the Company if acting as its own Paying Agent), to the
holders of the particular Debt Securities for the payment of which such moneys have been
deposited with the Trustee, of all sums due and to become due thereon for principal,
premium, if any, and interest.

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Section
12.03    Paying Agent to Repay Moneys Held.

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

Section
12.04    Return of Unclaimed Moneys.

Any
moneys deposited with or paid to the Trustee or any Paying Agent for payment of the
principal of and premium, if any, or interest on Debt Securities and not applied but
remaining unclaimed by the holders of Debt Securities for two years after the date upon
which the principal of and premium, if any, or interest on such Debt Securities, as the
case may be, shall have become due and payable, shall be repaid to the Company by the
Trustee or such Paying Agent on written demand; and the holder of any of the Debt
Securities shall thereafter look only to the Company for any payment which such holder may
be entitled to collect and all liability of the Trustee or such Paying Agent with respect
to such moneys shall thereupon cease.

ARTICLE XIII IMMUNITY
OF INCORPORATORS, STOCKHOLDERS,OFFICERS AND DIRECTORS

Section
13.01    Indenture and Debt Securities Solely Corporate Obligations.

No
recourse for the payment of the principal of or premium, if any, or interest on any Debt
Security, or for any claim based thereon or otherwise in respect thereof, and no recourse
under or upon any obligation, covenant or agreement of the Company in this Indenture or in
any supplemental indenture, or in any such Debt Security, or because of the creation of
any indebtedness represented thereby, shall be had against any incorporator, stockholder,
officer, director, employee or agent, as such, past, present or future, of the Company or
of any predecessor or successor corporation of the Company, either directly or through the
Company or any successor corporation of the Company, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or penalty
or otherwise; it being expressly understood that all such liability is hereby expressly
waived and released as a condition of, and as a consideration for, the execution of this
Indenture and the issue of the Debt Securities.

ARTICLE XIV
MISCELLANEOUS PROVISIONS

Section
14.01    Successors.

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

Section
14.02    Official Acts by Successor Entity.

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

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Section
14.03    Surrender of Company Powers.

The
Company, by instrument in writing executed by authority of 2/3 (two thirds) of its Board
of Directors and delivered to the Trustee, may surrender any of the powers reserved to the
Company and thereupon such power so surrendered shall terminate both as to the Company and
as to any permitted successor.

Section
14.04    Addresses for Notices, etc.

Any
notice or demand which by any provision of this Indenture is required or permitted to be
given or served by the Trustee or by the Securityholders on the Company may be given or
served in writing by being deposited postage prepaid by registered or certified mail in a
post office letter box addressed (until another address is filed by the Company with the
Trustee for such purpose) to the Company at 1235 N Street, P.O. Box 83009,
Lincoln, Nebraska 68501-3009 Attention: Gilbert G. Lundstrom. Any notice, direction,
request or demand by any Securityholder or the Company to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given or made in
writing at the office of Wilmington Trust Company at Rodney Square North, 1100 North
Market Street, Wilmington, DE 19890-0001, Attention: Corporate Trust Administration.

Section
14.05    Governing Law.

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

Section
14.06    Evidence of Compliance with Conditions Precedent.

Upon
any application or demand by the Company to the Trustee to take any action under any of
the provisions of this Indenture, the Company shall furnish to the Trustee an
Officers Certificate stating that in the opinion of the signers all conditions
precedent, if any, provided for in this Indenture relating to the proposed action have
been complied with and an Opinion of Counsel stating that, in the opinion of such counsel,
all such conditions precedent have been complied with (except that no such Opinion of
Counsel is required to be furnished to the Trustee in connection with the authentication
and issuance of Debt Securities.

Each
certificate or opinion provided for in this Indenture and delivered to the Trustee with
respect to compliance with a condition or covenant provided for in this Indenture (except
certificates delivered pursuant to Section 3.05) shall include (a) a statement that the
person making such certificate or opinion has read such covenant or condition and the
definitions relating thereto; (b) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in such
certificate or opinion are based; (c) a statement that, in the opinion of such person, he
or she has made such examination or investigation as is necessary to enable him or her to
express an informed opinion as to whether or not such covenant or condition has been
complied with; and (d) a statement as to whether or not, in the opinion of such person,
such condition or covenant has been complied with.

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Section
14.07    Business Day Convention.

Notwithstanding
anything to the contrary contained herein, if any Interest Payment Date, other than the
Maturity Date, any Optional Redemption Date or the Special Redemption Date, falls on a day
that is not a Business Day, then any interest payable will be paid on, and such Interest
Payment Date will be moved to, the next succeeding Business Day, and additional interest
will accrue for each day that such payment is delayed as a result thereof. If the Maturity
Date, any Optional Redemption Date or the Special Redemption Date falls on a day that is
not a Business Day, then the principal, premium, if any, and/or interest payable on such
date will be paid on the next succeeding Business Day, and no additional interest will
accrue in respect of such payment made on such next succeeding Business Day.

Section
14.08    Table of Contents, Headings, etc.

The
table of contents and the titles and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be considered a
part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

Section
14.09    Execution in Counterparts.

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

Section
14.10    Separability.

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

Section
14.11    Assignment.

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

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Section
14.12    Acknowledgment of Rights.

The
Company acknowledges that, with respect to any Debt Securities held by the Trust or a
trustee of the Trust, if such trustee of the Trust fails to enforce its rights under this
Indenture as the holder of Debt Securities held as the assets of the Trust after the
holders of a majority in aggregate liquidation amount of the outstanding Capital
Securities of the Trust have so directed in writing such trustee, a holder of record of
such Capital Securities may, to the fullest extent permitted by law, institute legal
proceedings directly against the Company to enforce such trustees rights under this
Indenture without first instituting any legal proceedings against such trustee or any
other Person. Notwithstanding the foregoing, if an Event of Default has occurred and is
continuing and such event is attributable to the failure of the Company to pay interest or
premium, if any, on or principal of the Debt Securities on the date such interest,
premium, if any, or principal is otherwise due and payable (or, in the case of redemption,
on the related Optional Redemption Date or the Special Redemption Date (as the case may
be)), the Company acknowledges that a holder of outstanding Capital Securities of the
Trust may directly institute a proceeding against the Company for enforcement of payment
to such holder directly of the principal of or premium, if any, or interest on the Debt
Securities having an aggregate principal amount equal to the aggregate liquidation amount
of the Capital Securities of such holder on or after the respective due date (or Optional
Redemption Date or Special Redemption Date (as the case may be)) specified in the Debt
Securities.

ARTICLE XV
SUBORDINATION OF DEBT SECURITIES

Section
15.01    Agreement to Subordinate.

The
Company covenants and agrees, and each holder of Debt Securities issued hereunder and
under any supplemental indenture (the Additional Provisions) by such
holders acceptance thereof likewise covenants and agrees, that all Debt Securities
shall be issued subject to the provisions of this Article XV; and each holder of a Debt
Security, whether upon original issue or upon transfer or assignment thereof, accepts and
agrees to be bound by such provisions.

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

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

Section
15.02    Default on Senior Indebtedness.

In
the event and during the continuation of any default by the Company in the payment of
principal, premium, interest or any other payment due on any Senior Indebtedness of the
Company following any applicable grace period, or in the event that the maturity of any
Senior Indebtedness of the Company has been accelerated because of a default, and such
acceleration has not been rescinded or canceled and such Senior Indebtedness has not been
paid in full, then, in either case, no payment shall be made by the Company with respect
to the payments due on the Debt Securities.

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

Section
15.03    Liquidation; Dissolution; Bankruptcy.

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

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

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

Section
15.04    Subrogation.

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

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

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Upon
any payment or distribution of assets of the Company referred to in this Article XV, the
Trustee, subject to the provisions of Article VI of this Indenture, and the
Securityholders shall be entitled to conclusively rely upon any order or decree made by
any court of competent jurisdiction in which such dissolution, winding-up, liquidation or
reorganization proceedings are pending, or a certificate of the receiver, trustee in
bankruptcy, liquidation trustee, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Securityholders, for the purposes of
ascertaining the Persons entitled to participate in such distribution, the holders of
Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article XV.

Section
15.05    Trustee to Effectuate Subordination.

Each
Securityholder, by such Securityholders acceptance thereof, authorizes and directs
the Trustee on such Securityholders behalf to take such action as may be necessary
or appropriate to effectuate the subordination provided in this Article XV and appoints
the Trustee such Securityholders attorney-in-fact for any and all such purposes.

Section
15.06    Notice by the Company.

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

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

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

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

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

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

Section
15.08    Subordination May Not Be Impaired.

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

59

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

60

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Wilmington
Trust Company, in its capacity as Trustee, hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions herein above set forth.

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

| | TIERONE CORPORATION                 
| | ------------------------------------
| | By:  /s/ Gilbert G. Lundstrom       
| | Gilbert G. Lundstrom                
| | Chairman and Chief Executive Officer
| | WILMINGTON TRUST COMPANY,           
| | as Trustee                          
| | By:  /s/ Denise M. Geran            
| | Name: Denise M. Geran               
| | Title: Vice President               

61

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EXHIBIT A

FORM OF DEBT SECURITY

[FORM OF FACE OF
SECURITY]

THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
SECURITIES ACT), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN
THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY OR
ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY
BE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR
PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF (i) TWO YEARS (OR SUCH
SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE
LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE LAST DATE ON WHICH THE
COMPANY OR ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) OF THE COMPANY
WAS THE HOLDER OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION (OR ANY PREDECESSOR
THERETO) AND (ii) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN
APPLICABLE LAW, ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (RULE 144A), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER, AS DEFINED IN RULE 144A, THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN ACCREDITED
INVESTOR WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3), (7) OR (8) OF RULE
501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR SUCH INTEREST OR
PARTICIPATION FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO
NON-US PERSONS THAT OCCUR OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE
SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANYS RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) ABOVE TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN
ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE
HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF
OR THEREOF, AS THE CASE MAY BE, AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

A-1

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THE
HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF
OR THEREOF, AS THE CASE MAY BE, ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN
EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO
TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(ERISA), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
CODE) (EACH A PLAN), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE
PLAN ASSETS BY REASON OF ANY PLANS INVESTMENT IN THE ENTITY AND NO
PERSON INVESTING PLAN ASSETS OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR
ANY INTEREST OR PARTICIPATION HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE
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 OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION IS NOT PROHIBITED
BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR
HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN
WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF OR THEREOF, AS THE
CASE MAY BE, THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF
SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A
TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER
PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH
PURCHASE, OR (ii) SUCH PURCHASE AND HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE
STATUTORY OR ADMINISTRATIVE EXEMPTION.

IN
CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE REGISTRAR
AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE
INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

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

A-2

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THIS
OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND
OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE CORPORATION (THE
FDIC). THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF THE DEPOSITORS AND THE
CLAIMS OF GENERAL AND SECURED CREDITORS OF THE COMPANY, IS INELIGIBLE AS COLLATERAL FOR A
LOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES AND IS NOT SECURED.

Floating Rate Junior
Subordinated Debt Security due 2034of TierOne Corporation

TierOne
Corporation, a savings and loan holding company incorporated in Wisconsin (the Company,
which term includes any successor permitted under the Indenture (as defined herein)), for
value received, promises to pay to Wilmington Trust Company, not in its individual
capacity but solely as Institutional Trustee for TierOne Capital Trust I, a Delaware
statutory trust, or registered assigns, the principal amount of [_____________________]
Dollars ($[_____________________]) on June 7, 2034 (the Maturity Date) (or
any Optional Redemption Date or the Special Redemption Date, each as defined herein, or
any earlier date of acceleration of the maturity of this Debt Security), and to pay
interest on the outstanding principal amount of this Debt Security from April 26, 2004,
or from the most recent Interest Payment Date (as defined below) to which interest has
been paid or duly provided for, quarterly (subject to deferral as set forth herein) in
arrears on March 7th, June 7th, September 7th and
December 7th of each year, commencing on June 7, 2004 (each, an Interest
Payment Date), at a floating rate per annum, which, with respect to any Interest
Period (as defined in the Indenture), will be equal to LIBOR (as defined in the
Indenture), as determined on the LIBOR Determination Date (as defined in the Indenture)
for such Interest Period (or, in the case of the first Interest Period, will be 1.11%),
plus 2.80 % (the Interest Rate) (provided that the Interest Rate for
any Interest Period may not exceed the highest rate permitted by New York law, as the
same may be modified by United States law of general application) until the principal
hereof shall have been paid or duly provided for, and on any overdue principal and
(without duplication and to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at an annual rate equal to the
then applicable Interest Rate, compounded quarterly. The amount of interest payable for
any Interest Period shall be computed on the basis of a 360-day year and the actual
number of days elapsed in such Interest Period.

A-3

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The
interest installment so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the Indenture, be paid to the Person in whose name this
Debt Security (or one or more Predecessor Securities, as defined in the Indenture) is
registered at the close of business on the regular record date for such
interest installment, which shall be the fifteenth day prior to such Interest Payment
Date, whether or not such day is a Business Day (as defined herein). Any such interest
installment (other than Deferred Interest (as defined herein)) not punctually paid or duly
provided for shall forthwith cease to be payable to the holders on such regular record
date and may be paid to the Person in whose name this Debt Security (or one or more
Predecessor Securities) is registered at the close of business on a special record date to
be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall
be given to the holders of the Debt Securities not less than 10 days prior to such special
record date, all as more fully provided in the Indenture.

Payment
of the principal of and premium, if any, and interest on this Debt Security due on the
Maturity Date, any Optional Redemption Date or the Special Redemption Date, as the case
may be, shall be made in immediately available funds against presentation and surrender of
this Debt Security at the office or agency of the Trustee maintained for that purpose in
Wilmington, Delaware, or at the office or agency of any other Paying Agent appointed by
the Company maintained for that purpose in Wilmington, Delaware or Lincoln, Nebraska.
Payment of interest on this Debt Security due on any Interest Payment Date other than the
Maturity Date, any Optional Redemption Date or the Special Redemption Date, as the case
may be, shall be made at the option of the Company by check mailed to the holder thereof
at such address as shall appear in the Debt Security Register or by wire transfer of
immediately available funds to an account appropriately designated by the holder hereof.
Notwithstanding the foregoing, so long as the holder of this Debt Security is the
Institutional Trustee, payment of the principal of and premium, if any, and interest on
this Debt Security shall be made in immediately available funds when due at such place and
to such account as may be designated by the Institutional Trustee. All payments in respect
of this Debt Security shall be payable in any coin or currency of the United States of
America that at the time of payment is legal tender for payment of public and private
debts.

Notwithstanding
anything to the contrary contained herein, if any Interest Payment Date, other than the
Maturity Date, any Optional Redemption Date or the Special Redemption Date, falls on a day
that is not a Business Day, then any interest payable will be paid on, and such Interest
Payment Date will be moved to, the next succeeding Business Day, and additional interest
will accrue for each day that such payment is delayed as a result thereof. If the Maturity
Date, any Optional Redemption Date or the Special Redemption Date falls on a day that is
not a Business Day, then the principal, premium, if any, and/or interest payable on such
date will be paid on the next succeeding Business Day, and no additional interest will
accrue in respect of such payment made on such next succeeding Business Day.

A-4

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So
long as no Event of Default has occurred and is continuing, the Company shall have the
right, from time to time and without causing an Event of Default, to defer payments of
interest on the Debt Securities by extending the interest payment period on the Debt
Securities at any time and from time to time during the term of the Debt Securities, for
up to 20 consecutive quarterly periods (each such extended interest payment period,
together with all previous and further consecutive extensions thereof, is referred to
herein as an Extension Period). No Extension Period may end on a date other
than an Interest Payment Date or extend beyond the Maturity Date, any Optional Redemption
Date or the Special Redemption Date, as the case may be. During any Extension Period,
interest will continue to accrue on the Debt Securities, and interest on such accrued
interest (such accrued interest and interest thereon referred to herein as Deferred
Interest) will accrue at an annual rate equal to the Interest Rate applicable during
such Extension Period, compounded quarterly from the date such Deferred Interest would
have been payable were it not for the Extension Period, to the extent permitted by
applicable law. No interest or Deferred Interest (except any Additional Amounts (as
defined in the Indenture) that may be due and payable) shall be due and payable during an
Extension Period, except at the end thereof. At the end of any Extension Period, the
Company shall pay all Deferred Interest then accrued and unpaid on the Debt Securities;
provided, however, that during any Extension Period, the Company may not (i)
declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of the Companys capital stock, (ii) make
any payment of principal of or premium, if any, or interest on or repay, repurchase or
redeem any debt securities of the Company that rank pari passu in all respects with
or junior in interest to the Debt Securities or (iii) make any payments under any
guarantees of the Company that rank in all respects pari passu with or junior in
respect to the Capital Securities Guarantee (other than (a) repurchases, redemptions or
other acquisitions of shares of capital stock of the Company (A) in connection with any
employment contract, benefit plan or other similar arrangement with or for the benefit of
one or more employees, officers, directors or consultants, (B) in connection with a
dividend reinvestment or stockholder stock purchase plan or (C) in connection with the
issuance of capital stock of the Company (or securities convertible into or exercisable
for such capital stock), as consideration in an acquisition transaction entered into prior
to such Extension Period, (b) as a result of any exchange or conversion of any class or
series of the Companys capital stock (or any capital stock of a subsidiary of the
Company) for any class or series of the Companys capital stock or of any class or
series of the Companys indebtedness for any class or series of the Companys
capital stock, (c) the purchase of fractional interests in shares of the Companys
capital stock pursuant to the conversion or exchange provisions of such capital stock or
the security being converted or exchanged, (d) any declaration of a dividend in connection
with any stockholders rights plan, or the issuance of rights, stock or other
property under any stockholders rights plan, or the redemption or repurchase of
rights pursuant thereto or (e) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or the stock issuable upon exercise of such
warrants, options or other rights is the same stock as that on which the dividend is being
paid or ranks pari passu with or junior to such stock). Prior to the termination of
any Extension Period, the Company may further extend such Extension Period,
provided, that no Extension Period (including all previous and further consecutive
extensions that are part of such Extension Period) shall exceed 20 consecutive quarterly
periods. Upon the termination of any Extension Period and upon the payment of all Deferred
Interest, the Company may commence a new Extension Period, subject to the foregoing
requirements. The Company must give the Trustee notice of its election to begin or extend
an Extension Period at least one Business Day prior to the regular record date applicable
to the next Interest Payment Date.

A-5

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

The
Company waives diligence, presentment, demand for payment, notice of nonpayment, notice of
protest, and all other demands and notices.

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

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

A-6

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IN
WITNESS WHEREOF, the Company has duly executed this certificate.

| | TierOne Corporation                
| | -----------------------------------
| | By:  ______________________________
| | Name:                              
| | Title:                             

Dated:  
 ______________________, ____

CERTIFICATE OF
AUTHENTICATION

This
is one of the Debt Securities referred to in the within-mentioned Indenture.

| | WILMINGTON TRUST COMPANY,                   
| | --------------------------------------------
| | not in its individual capacity but solely as
| | the Trustee                                 
| | By:  ______________________________         
| | Authorized Officer                          

Dated:    
 ______________________, ____

A-7

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[FORM OF REVERSE OF
SECURITY]

This
Debt Security is one of a duly authorized series of debt securities of the Company
(collectively, the Debt Securities), all issued or to be issued pursuant to an
Indenture (the Indenture), dated as of April 26, 2004, duly executed and
delivered between the Company and Wilmington Trust Company, as Trustee (the
Trustee), to which Indenture and all indentures supplemental thereto reference
is hereby made for a description of the rights, limitations of rights, obligations, duties
and immunities thereunder of the Trustee, the Company and the holders of the Debt
Securities of which this Debt Security is a part.

Upon
the occurrence and continuation of a Tax Event, an Investment Company Event or a Capital
Treatment Event (each, a Special Event), the Company shall have the right to
redeem this Debt Security, at its option, in whole with all other Debt Securities but not
in part, at any time, within 90 days following the occurrence of such Special Event (the
Special Redemption Date) at the Special Redemption Price (as defined herein).
In the event that the Special Redemption Date falls on a day prior to the LIBOR
Determination Date for any Interest Period, then the Company shall be required to pay to
Securityholders, on the Business Day following such LIBOR Determination Date, any
additional amount of interest that would have been payable on the Special Redemption Date
had the amount of interest determined on such LIBOR Determination Date been known on the
first day of such Interest Period.

The
Company shall also have the right to redeem this Debt Security at its option, in whole or
(provided that all accrued and unpaid interest has been paid on all Debt Securities for
all Interest Periods terminating on or prior to such date) from time to time in part, on
any Interest Payment Date on or after April 7, 2009 (each, an Optional Redemption
Date), at the Optional Redemption Price (as defined herein).

Any
redemption pursuant to the preceding two paragraphs will be made, subject to receipt by
the Company of prior approval from the Office of Thrift Supervision (the OTS)
if then required under applicable capital guidelines or policies of the OTS, upon not less
than 30 days nor more than 60 days prior written notice. If the Debt
Securities are only partially redeemed by the Company, the Debt Securities will be
redeemed pro rata or by any other method utilized by the Trustee. In the event of
redemption of this Debt Security in part only, a new Debt Security or Debt Securities for
the unredeemed portion hereof will be issued in the name of the holder hereof upon the
cancellation hereof.

Optional
Redemption Price means an amount in cash equal to 100% of the principal amount of
this Debt Security being redeemed plus unpaid interest accrued thereon to the related
Optional Redemption Date.

Special
Redemption Price means, with respect to the redemption of this Debt Security
following a Special Event, an amount in cash equal to 103.525% of the principal amount of
this Debt Security to be redeemed prior to June 7, 2005 and thereafter equal to the
percentage of the principal amount of this Debt Security that is specified below for the
Special Redemption Date plus unpaid interest accrued thereon to the Special Redemption
Date:

A-8

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|                                       |                            
|-------------------------------------- | ---------------------------
|Special Redemption During the 12-Month |                            
|Period beginning June 7,               | Percent of Principal Amount
|2005                                   | 103.140%                   
|2006                                   | 102.355%                   
|2007                                   | 101.570%                   
|2008                                   | 100.785%                   
|2009 and thereafter                    | 100.000%                   

In
case an Event of Default, as defined in the Indenture, shall have occurred and be
continuing, the principal of all of the Debt Securities may be declared, and, in certain
cases, shall ipso factobecome, due and payable, and upon any such
declaration of acceleration shall become due and payable, in each case, in the manner,
with the effect and subject to the conditions provided in the Indenture.

The
Indenture contains provisions permitting the Company and the Trustee, with the consent of
the holders of a majority in aggregate principal amount of the Debt Securities at the time
outstanding affected thereby, as specified in the Indenture, to execute supplemental
indentures for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental indenture or of
modifying in any manner the rights of the holders of the Debt Securities; provided,
however, that no such supplemental indenture shall, among other things, without the
consent of the holders of each Debt Security then outstanding and affected thereby
(i) change the Maturity Date of any Debt Security, or reduce the principal amount
thereof or any premium thereon, or reduce the rate (or manner of calculation of the rate)
or extend the time of payment of interest thereon, or reduce (other than as a result of
the maturity or earlier redemption of any such Debt Security in accordance with the terms
of the Indenture and such Debt Security) or increase the aggregate principal amount of
Debt Securities then outstanding, or change any of the redemption provisions, or make the
principal thereof or any interest or premium thereon payable in any coin or currency other
than United States Dollars, or impair or affect the right of any holder to institute suit
for payment thereof, or (ii) reduce the aforesaid percentage of Debt Securities the
holders of which are required to consent to any such supplemental indenture. The Indenture
also contains provisions permitting the holders of a majority in aggregate principal
amount of the Debt Securities at the time outstanding, on behalf of the holders of all the
Debt Securities, to waive any past default in the performance of any of the covenants
contained in the Indenture, or established pursuant to the Indenture, and its
consequences, except (a) a default in payments due in respect of any of the Debt
Securities, (b) in respect of covenants or provisions of the Indenture which cannot
be modified or amended without the consent of the holder of each Debt Security affected,
or (c) in respect of the covenants of the Company relating to its ownership of Common
Securities of the Trust. Any such consent or waiver by the holder of this Debt Security
(unless revoked as provided in the Indenture) shall be conclusive and binding upon such
holder and upon all future holders and owners of this Debt Security and of any Debt
Security issued in exchange herefor or in place hereof (whether by registration of
transfer or otherwise), irrespective of whether or not any notation of such consent or
waiver is made upon this Debt Security.

A-9

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

As
provided in the Indenture and subject to certain limitations herein and therein set forth,
this Debt Security is transferable by the holder hereof on the Debt Security Register (as
defined in the Indenture) of the Company, upon surrender of this Debt Security for
registration of transfer at the office or agency of the Trustee in Wilmington, Delaware,
or at any other office or agency of the Company in Wilmington, Delaware or Lincoln,
Nebraska, accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company or the Trustee duly executed by the holder hereof or such
holders attorney duly authorized in writing, and thereupon one or more new Debt
Securities of authorized denominations and for the same aggregate principal amount will be
issued to the designated transferee or transferees. No service charge will be made for any
such registration of transfer, but the Company or the Trustee may require payment of a sum
sufficient to cover any tax, fee or other governmental charge payable in relation thereto
as specified in the Indenture.

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

As
provided in the Indenture and subject to certain limitations herein and therein set forth,
Debt Securities are exchangeable for a like aggregate principal amount of Debt Securities
of different authorized denominations, as requested by the holder surrendering the same.

The
Debt Securities are issuable only in registered certificated form without coupons.

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

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

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

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