Exhibit
        4.2


    

    
      

      

    

    


    WGNB
      CORP.,

    as
      Issuer


    INDENTURE

    Dated
      as of July 2, 2007

     

    WILMINGTON
      TRUST COMPANY,

    as
      Trustee


    FLOATING
      RATE JUNIOR SUBORDINATED
      DEFERRABLE INTEREST DEBENTURES


    


    DUE
      2037

     

    
      

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    TABLE
      OF CONTENTS

    

      
        	 	 	 	 	
                Page 

              
	
                ARTICLE
                  I.

              	
                 

              	
                DEFINITIONS

              	
                 

              	
                1

              
	 	 	 	 	 
	
                Section
                  1.1.

              	
                 

              	
                Definitions.

              	
                 

              	
                1

              
	 	 	 	 	 
	
                ARTICLE
                  II.

              	
                 

              	
                DEBENTURES

              	
                 

              	
                8

              
	 	 	 	 	 
	
                Section
                  2.1.

              	
                 

              	
                Authentication
                  and Dating.

              	
                 

              	
                8

              
	
                Section
                  2.2.

              	
                 

              	
                Form
                  of Trustee’s Certificate of Authentication.

              	
                 

              	
                9

              
	
                Section
                  2.3.

              	
                 

              	
                Form
                  and Denomination of Debentures.

              	
                 

              	
                9

              
	
                Section
                  2.4.

              	
                 

              	
                Execution
                  of Debentures.

              	
                 

              	
                9

              
	
                Section
                  2.5.

              	
                 

              	
                Exchange
                  and Registration of Transfer of Debentures.

              	
                 

              	
                10

              
	
                Section
                  2.6.

              	
                 

              	
                Mutilated,
                  Destroyed, Lost or Stolen Debentures.

              	
                 

              	
                12

              
	
                Section
                  2.7.

              	
                 

              	
                Temporary
                  Debentures.

              	
                 

              	
                12

              
	
                Section
                  2.8.

              	
                 

              	
                Payment
                  of Interest and Additional Interest.

              	
                 

              	
                13

              
	
                Section
                  2.9.

              	
                 

              	
                Cancellation
                  of Debentures Paid, etc.

              	
                 

              	
                14

              
	
                Section
                  2.10.

              	
                 

              	
                Computation
                  of Interest.

              	
                 

              	
                14

              
	
                Section
                  2.11.

              	
                 

              	
                Extension
                  of Interest Payment Period.

              	
                 

              	
                15

              
	
                Section
                  2.12.

              	
                 

              	
                CUSIP
                  Numbers.

              	
                 

              	
                16

              
	
                Section
                  2.13.

              	
                 

              	
                Global
                  Debentures.

              	
                 

              	
                17

              
	 	 	 	 	 
	
                ARTICLE
                  III.

              	
                 

              	
                PARTICULAR
                  COVENANTS OF THE COMPANY

              	
                 

              	
                18

              
	 	 	 	 	 
	
                Section
                  3.1.

              	
                 

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

              	
                 

              	
                18

              
	
                Section
                  3.2.

              	
                 

              	
                Offices
                  for Notices and Payments, etc.

              	
                 

              	
                19

              
	
                Section
                  3.3.

              	
                 

              	
                Appointments
                  to Fill Vacancies in Trustee’s Office.

              	
                 

              	
                19

              
	
                Section
                  3.4.

              	
                 

              	
                Provision
                  as to Paying Agent.

              	
                 

              	
                20

              
	
                Section
                  3.5.

              	
                 

              	
                Certificate
                  to Trustee.

              	
                 

              	
                20

              
	
                Section
                  3.6.

              	
                 

              	
                Additional
                  Sums.

              	
                 

              	
                21

              
	
                Section
                  3.7.

              	
                 

              	
                Compliance
                  with Consolidation Provisions.

              	
                 

              	
                21

              
	
                Section
                  3.8.

              	
                 

              	
                Limitation
                  on Dividends.

              	
                 

              	
                21

              
	
                Section
                  3.9.

              	
                 

              	
                Covenants
                  as to the Trust.

              	
                 

              	
                22

              
	
                Section
                  3.10.

              	
                 

              	
                Additional
                  Junior Indebtedness.

              	
                 

              	
                22

              
	
                Section
                  3.11.

              	
                 

              	
                Subsidiary;
                  Insured Depository Institution.

              	
                 

              	
                22

              
	 	 	 	 	 
	
                ARTICLE
                  IV.

              	
                 

              	
                SECURITYHOLDERS’
                  LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

              	
                 

              	
                22

              
	 	 	 	 	 
	
                Section
                  4.1.

              	
                 

              	
                Securityholders’
                  Lists.

              	
                 

              	
                22

              
	
                Section
                  4.2.

              	
                 

              	
                Preservation
                  and Disclosure of Lists.

              	
                 

              	
                22

              
	
                Section
                  4.3.

              	
                 

              	
                Reports
                  by the Company.

              	
                 

              	
                23

              
	 	 	 	 	 
	
                ARTICLE
                  V.

              	
                 

              	
                REMEDIES
                  OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF
                  DEFAULT

              	
                 

              	
                24

              
	 	 	 	 	 
	
                Section
                  5.1.

              	
                 

              	
                Events
                  of Default.

              	
                 

              	
                24

              
	
                Section
                  5.2.

              	
                 

              	
                Payment
                  of Debentures on Default; Suit Therefor.

              	
                 

              	
                25

              
	
                Section
                  5.3.

              	
                 

              	
                Application
                  of Moneys Collected by Trustee.

              	
                 

              	
                27

              
	
                Section
                  5.4.

              	
                 

              	
                Proceedings
                  by Securityholders.

              	
                 

              	
                27

              


      

       

      
        
           

        

        
          i

          
            

          

        

        
           

        

      

       

      
        	
                Section
                  5.5.

              	
                 

              	
                Proceedings
                  by Trustee.

              	
                 

              	
                27

              
	
                Section
                  5.6.

              	
                 

              	
                Remedies
                  Cumulative and Continuing; Delay or Omission Not a Waiver.

              	
                 

              	
                28

              
	
                Section
                  5.7.

              	
                 

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

              	
                 

              	
                28

              
	
                Section
                  5.8.

              	
                 

              	
                Notice
                  of Defaults.

              	
                 

              	
                28

              
	
                Section
                  5.9.

              	
                 

              	
                Undertaking
                  to Pay Costs.

              	
                 

              	
                29

              
	 	 	 	 	 
	
                ARTICLE
                  VI.

              	
                 

              	
                CONCERNING
                  THE TRUSTEE

              	
                 

              	
                29

              
	 	 	 	 	 
	
                Section
                  6.1.

              	
                 

              	
                Duties
                  and Responsibilities of Trustee.

              	
                 

              	
                29

              
	
                Section
                  6.2.

              	
                 

              	
                Reliance
                  on Documents, Opinions, etc.

              	
                 

              	
                30

              
	
                Section
                  6.3.

              	
                 

              	
                No
                  Responsibility for Recitals, etc.

              	
                 

              	
                31

              
	
                Section
                  6.4.

              	
                 

              	
                Trustee,
                  Authenticating Agent, Paying Agents, Transfer Agents or Registrar
                  May Own
                  Debentures.

              	
                 

              	
                31

              
	
                Section
                  6.5.

              	
                 

              	
                Moneys
                  to be Held in Trust.

              	
                 

              	
                31

              
	
                Section
                  6.6.

              	
                 

              	
                Compensation
                  and Expenses of Trustee.

              	
                 

              	
                31

              
	
                Section
                  6.7.

              	
                 

              	
                Officers’
                  Certificate as Evidence.

              	
                 

              	
                32

              
	
                Section
                  6.8.

              	
                 

              	
                Eligibility
                  of Trustee.

              	
                 

              	
                32

              
	
                Section
                  6.9.

              	
                 

              	
                Resignation
                  or Removal of Trustee

              	
                 

              	
                33

              
	
                Section
                  6.10.

              	
                 

              	
                Acceptance
                  by Successor Trustee.

              	
                 

              	
                34

              
	
                Section
                  6.11.

              	
                 

              	
                Succession
                  by Merger, etc.

              	
                 

              	
                34

              
	
                Section
                  6.12.

              	
                 

              	
                Authenticating
                  Agents.

              	
                 

              	
                35

              
	 	 	 	 	 
	
                ARTICLE
                  VII.

              	
                 

              	
                CONCERNING
                  THE SECURITYHOLDERS

              	
                 

              	
                35

              
	 	 	 	 	 
	
                Section
                  7.1.

              	
                 

              	
                Action
                  by Securityholders.

              	
                 

              	
                35

              
	
                Section
                  7.2.

              	
                 

              	
                Proof
                  of Execution by Securityholders.

              	
                 

              	
                36

              
	
                Section
                  7.3.

              	
                 

              	
                Who
                  Are Deemed Absolute Owners.

              	
                 

              	
                36

              
	
                Section
                  7.4.

              	
                 

              	
                Debentures
                  Owned by Company Deemed Not Outstanding.

              	
                 

              	
                36

              
	
                Section
                  7.5.

              	
                 

              	
                Revocation
                  of Consents; Future Holders Bound.

              	
                 

              	
                37

              
	 	 	 	 	 
	
                ARTICLE
                  VIII.

              	
                 

              	
                SECURITYHOLDERS’
                  MEETINGS

              	
                 

              	
                37

              
	 	 	 	 	 
	
                Section
                  8.1.

              	
                 

              	
                Purposes
                  of Meetings.

              	
                 

              	
                37

              
	
                Section
                  8.2.

              	
                 

              	
                Call
                  of Meetings by Trustee.

              	
                 

              	
                37

              
	
                Section
                  8.3.

              	
                 

              	
                Call
                  of Meetings by Company or Securityholders.

              	
                 

              	
                38

              
	
                Section
                  8.4.

              	
                 

              	
                Qualifications
                  for Voting.

              	
                 

              	
                38

              
	
                Section
                  8.5.

              	
                 

              	
                Regulations.

              	
                 

              	
                38

              
	
                Section
                  8.6.

              	
                 

              	
                Voting.

              	
                 

              	
                38

              
	
                Section
                  8.7.

              	
                 

              	
                Quorum;
                  Actions.

              	
                 

              	
                39

              
	 	 	 	 	 
	
                ARTICLE
                  IX.

              	
                 

              	
                SUPPLEMENTAL
                  INDENTURES

              	
                 

              	
                39

              
	 	 	 	 	 
	
                Section
                  9.1.

              	
                 

              	
                Supplemental
                  Indentures without Consent of Securityholders.

              	
                 

              	
                39

              
	
                Section
                  9.2.

              	
                 

              	
                Supplemental
                  Indentures with Consent of Securityholders.

              	
                 

              	
                41

              
	
                Section
                  9.3.

              	
                 

              	
                Effect
                  of Supplemental Indentures.

              	
                 

              	
                41

              
	
                Section
                  9.4.

              	
                 

              	
                Notation
                  on Debentures.

              	
                 

              	
                41

              
	
                Section
                  9.5.

              	
                 

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

              	
                 

              	
                42

              
	 	 	 	 	 
	
                ARTICLE
                  X.

              	
                 

              	
                REDEMPTION
                  OF SECURITIES

              	
                 

              	
                42

              
	 	 	 	 	 
	
                Section
                  10.1.

              	
                 

              	
                Optional
                  Redemption.

              	
                 

              	
                42

              
	
                Section
                  10.2.

              	
                 

              	
                Special
                  Event Redemption.

              	
                 

              	
                42

              


      

       

      
        
           

        

        
          ii

          
            

          

        

        
           

        

      

       

      
        	
                Section
                  10.3.

              	
                 

              	
                Notice
                  of Redemption; Selection of Debentures.

              	
                 

              	
                42

              
	
                Section
                  10.4.

              	
                 

              	
                Payment
                  of Debentures Called for Redemption.

              	
                 

              	
                43

              
	 	 	 	 	 
	
                ARTICLE
                  XI.

              	
                 

              	
                CONSOLIDATION,
                  MERGER, SALE, CONVEYANCE AND LEASE

              	
                 

              	
                43

              
	 	 	 	 	 
	
                Section
                  11.1.

              	
                 

              	
                Company
                  May Consolidate, etc., on Certain Terms.

              	
                 

              	
                43

              
	
                Section
                  11.2.

              	
                 

              	
                Successor
                  Entity to be Substituted.

              	
                 

              	
                43

              
	
                Section
                  11.3.

              	
                 

              	
                Opinion
                  of Counsel to be Given to Trustee.

              	
                 

              	
                44

              
	 	 	 	 	 
	
                ARTICLE
                  XII.

              	
                 

              	
                SATISFACTION
                  AND DISCHARGE OF INDENTURE

              	
                 

              	
                44

              
	 	 	 	 	 
	
                Section
                  12.1.

              	
                 

              	
                Discharge
                  of Indenture.

              	
                 

              	
                44

              
	
                Section
                  12.2.

              	
                 

              	
                Deposited
                  Moneys to be Held in Trust by Trustee.

              	
                 

              	
                45

              
	
                Section
                  12.3.

              	
                 

              	
                Paying
                  Agent to Repay Moneys Held.

              	
                 

              	
                45

              
	
                Section
                  12.4.

              	
                 

              	
                Return
                  of Unclaimed Moneys.

              	
                 

              	
                45

              
	 	 	 	 	 
	
                ARTICLE
                  XIII.

              	
                 

              	
                IMMUNITY
                  OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

              	
                 

              	
                45

              
	 	 	 	 	 
	
                Section
                  13.1.

              	
                 

              	
                Indenture
                  and Debentures Solely Corporate Obligations.

              	
                 

              	
                45

              
	 	 	 	 	 
	
                ARTICLE
                  XIV.

              	
                 

              	
                MISCELLANEOUS
                  PROVISIONS

              	
                 

              	
                45

              
	 	 	 	 	 
	
                Section
                  14.1.

              	
                 

              	
                Successors.

              	
                 

              	
                45

              
	
                Section
                  14.2.

              	
                 

              	
                Official
                  Acts by Successor Entity.

              	
                 

              	
                46

              
	
                Section
                  14.3.

              	
                 

              	
                Surrender
                  of Company Powers.

              	
                 

              	
                46

              
	
                Section
                  14.4.

              	
                 

              	
                Addresses
                  for Notices, etc.

              	
                 

              	
                46

              
	
                Section
                  14.5.

              	
                 

              	
                Governing
                  Law.

              	
                 

              	
                46

              
	
                Section
                  14.6.

              	
                 

              	
                Evidence
                  of Compliance with Conditions Precedent.

              	
                 

              	
                46

              
	
                Section
                  14.7.

              	
                 

              	
                Table
                  of Contents, Headings, etc.

              	
                 

              	
                46

              
	
                Section
                  14.8.

              	
                 

              	
                Execution
                  in Counterparts.

              	
                 

              	
                47

              
	
                Section
                  14.9.

              	
                 

              	
                Separability.

              	
                 

              	
                47

              
	
                Section
                  14.10.

              	
                 

              	
                Assignment.

              	
                 

              	
                47

              
	
                Section
                  14.11.

              	
                 

              	
                Acknowledgment
                  of Rights.

              	
                 

              	
                47

              
	 	 	 	 	 
	
                ARTICLE
                  XV.

              	
                 

              	
                SUBORDINATION
                  OF DEBENTURES

              	
                 

              	
                47

              
	 	 	 	 	 
	
                Section
                  15.1.

              	
                 

              	
                Agreement
                  to Subordinate.

              	
                 

              	
                47

              
	
                Section
                  15.2.

              	
                 

              	
                Default
                  on Senior Indebtedness.

              	
                 

              	
                48

              
	
                Section
                  15.3.

              	
                 

              	
                Liquidation,
                  Dissolution, Bankruptcy.

              	
                 

              	
                48

              
	
                Section
                  15.4.

              	
                 

              	
                Subrogation.

              	
                 

              	
                49

              
	
                Section
                  15.5.

              	
                 

              	
                Trustee
                  to Effectuate Subordination.

              	
                 

              	
                50

              
	
                Section
                  15.6.

              	
                 

              	
                Notice
                  by the Company.

              	
                 

              	
                50

              
	
                Section
                  15.7.

              	
                 

              	
                Rights
                  of the Trustee; Holders of Senior Indebtedness.

              	
                 

              	
                50

              
	
                Section
                  15.8.

              	
                 

              	
                Subordination
                  May Not Be Impaired.

              	
                 

              	
                51

              


      

       

    

    Exhibit
      A Form
      of
      Floating Rate Junior Subordinated Deferrable Interest Debenture

    Exhibit
      B Form
      of
      Certificate to Trustee

    Exhibit
      C Form
      of
      Quarterly Report

     

    
      
         

      

      
        iii

        
          

        

      

      
         

      

    

     

    

      THIS
        INDENTURE, dated as of July 2, 2007, between WGNB Corp., a Georgia
        corporation (the “Company”),
        and
        Wilmington Trust Company, a Delaware banking corporation, as debenture trustee
        (the “Trustee”).

       

      WITNESSETH:

       

      WHEREAS,
        for its lawful corporate purposes, the Company has duly authorized the issuance
        of its Floating Rate Junior Subordinated Deferrable Interest Debentures due
        2037
        (the “Debentures”)
        under
        this Indenture to provide, among other things, for the execution and
        authentication, delivery and administration thereof, and the Company has
        duly
        authorized the execution of this Indenture; and

       

      WHEREAS,
        all acts and things necessary to make this Indenture a valid agreement according
        to its terms, have been done and performed;

       

      NOW,
        THEREFORE, This Indenture Witnesseth:

       

      In
        consideration of the premises, and the purchase of the Debentures 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
        Debentures as follows:

       

      ARTICLE
        I.

      DEFINITIONS

       

      Section
        1.1.  Definitions.  The
        terms
        defined in this Section 1.1 (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 1.1. 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.

       

      “Acceleration
        Event of Default”
means
        an Event of Default under Section 5.1(a), (d), (e) or (f), whatever the
        reason for such Acceleration Event of Default and whether it shall be voluntary
        or involuntary or be effected by operation of law or pursuant to any judgment,
        decree or order of any court or any order, rule or regulation of any
        administrative or governmental body.

       

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

       

      “Additional
        Junior Indebtedness”
means,
        without duplication and other than the Debentures, any indebtedness, liabilities
        or obligations of the Company, or any Subsidiary of the Company, under debt
        securities (or guarantees in respect of debt securities) initially issued
        after
        the date of this Indenture to any trust, or a trustee of a trust, partnership
        or
        other entity affiliated with the Company that is, directly or indirectly,
        a
        finance subsidiary (as such term is defined in Rule 3a-5 under the Investment
        Company Act of 1940) or other financing vehicle of the Company or any Subsidiary
        of the Company in connection with the issuance by that entity of preferred
        securities or other securities that are eligible to qualify for Tier 1
        capital treatment (or its then equivalent) for purposes of the capital adequacy
        guidelines of the Federal Reserve, as then in effect and applicable to the
        Company (or, if the Company is not a bank holding company, such guidelines
        applied to the Company as if the Company were subject to such guidelines);
        provided,
        however,
        that
        the inability of the Company to treat all or any portion of the Additional
        Junior Indebtedness as Tier 1 capital shall not disqualify it as Additional
        Junior Indebtedness if such inability results from the Company having cumulative
        preferred stock, minority interests in consolidated subsidiaries, or any
        other
        class of security or interest which the Federal Reserve now or may hereafter
        accord Tier 1 capital treatment (including the Debentures) in excess of the
        amount which may qualify for treatment as Tier 1 capital under applicable
        capital adequacy guidelines.

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

      “Additional
        Sums”
has
        the
        meaning set forth in Section 3.6.

       

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

       

      “Applicable
        Depositary Procedures”
means,
        with respect to any transfer or transaction involving a Global Debenture
        or
        beneficial interest therein, the rules and procedures of the Depositary for
        such
        Debenture, in each case to the extent applicable to such transaction and
        as in
        effect from time to time.

       

      “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.

       

      “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 New York City or Wilmington, Delaware are permitted or required
        by any applicable law or executive order to close.

       

      “Capital
        Securities”
means
        undivided beneficial interests in the assets of the Trust which rank
pari passu
        with
        Common Securities issued by the Trust; provided,
        however,
        that
        upon the occurrence and continuance of an Event of Default (as defined in
        the
        Declaration), 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 enters into with Wilmington Trust
        Company, as guarantee trustee, or other Persons that operates directly or
        indirectly for the benefit of holders of Capital Securities of the
        Trust.

       

      “Capital
        Treatment 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 the occurrence of any amendment
        to, or change (including any announced prospective change) in, the laws,
        rules
        or regulations of the United States or any political subdivision thereof
        or
        therein, or 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
        Debentures, 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) for purposes of the capital adequacy
        guidelines of the Federal Reserve, as then in effect and applicable to the
        Company (or if the Company is not a bank holding company or is otherwise
        not
        subject to the Federal Reserve’s risk-based capital adequacy guidelines, such
        guidelines applied to the Company as if the Company were subject to such
        guidelines); provided,
        however,
        that
        the inability of the Company to treat all or any portion of the liquidation
        amount of the Capital Securities as Tier l Capital shall not constitute the
        basis for a Capital Treatment Event, if such inability results from the Company
        having cumulative preferred stock, minority interests in consolidated
        subsidiaries, or any other class of security or interest which the Federal
        Reserve or OTS, as applicable, may now or hereafter accord Tier 1 Capital
        treatment in excess of the amount which may now or hereafter qualify for
        treatment as Tier 1 Capital under applicable capital adequacy guidelines;
provided further,
        however,
        that
        the distribution of Debentures in connection with the liquidation of the
        Trust
        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.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      “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.

       

      “Common
        Securities”
means
        undivided beneficial interests in the assets of the Trust which rank
pari
        passu
        with
        Capital Securities issued by the Trust; provided,
        however,
        that
        upon the occurrence and continuance of an Event of Default (as defined in
        the
        Declaration), 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
        WGNB Corp., a Georgia corporation, and, subject to the provisions of
        Article XI, shall include its successors and assigns.

       

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

       

      “Debenture”
or
        “Debentures”
has
        the
        meaning stated in the first recital of this Indenture.

       

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

       

      “Declaration”
means
        the Amended and Restated Declaration of Trust of the Trust, 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 2.8.

       

      “Depositary”
means
        an organization registered as a clearing agency under the Exchange Act that
        is
        designated as Depositary by the Company or any successor thereto. The initial
        Depositary will be DTC.

       

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

       

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

       

      “Distribution
        Period”
means
        (i) with respect to interest paid on the first Interest Payment Date, the
        period beginning on (and including) the date of original issuance and ending
        on
        (but excluding) the Interest Payment Date in September 2007 and
        (ii) thereafter, with respect to interest paid on each successive Interest
        Payment Date, the period beginning on (and including) the preceding Interest
        Payment Date and ending on (but excluding) such current Interest Payment
        Date.

       

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

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      “Event
        of Default”
means
        any event specified in Section 5.1, 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 from time to time, or any
        successor legislation.

       

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

       

      “Federal
        Reserve”
means
        the Board of Governors of the Federal Reserve System, or its designated district
        bank, as applicable, and any successor federal agency that is primarily
        responsible for regulating the activities of bank holding
        companies.

       

      “Global
        Debenture”
means
        a
        security that evidences all or part of the Debentures, the ownership and
        transfers of which shall be made through book entries by a
        Depositary.

       

      “Indenture”
means
        this instrument 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 15, June 15, September 15 and December 15 of each year
        during the term of this Indenture, or if such day is not a Business Day,
        then
        the next succeeding Business Day (it being understood that interest accrues
        for
        any such non-Business Day), commencing in September 2007.

       

      “Interest
        Rate”
means
        for the Distribution Period beginning on (and including) the date of original
        issuance and ending on (but excluding) the Interest Payment Date in September
        2007 the rate per annum of 6.91%, and for each Distribution Period beginning
        on
        or after the Interest Payment Date in September 2007, the Coupon Rate for
        such
        Distribution Period.

       

      “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 the occurrence of a change
        in
        law or regulation or written change (including any announced prospective
        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
        or
        prospective change becomes effective or would become effective, as the case
        may
        be, on or after the date of the issuance of the Debentures.

       

      “Liquidation
        Amount”
means
        the stated amount of $1,000.00 per Trust Security.

       

      “Maturity
        Date”
means
        September 15, 2037.

       

      “Officers’
        Certificate”
means
        a
        certificate signed by the Chairman of the Board, the Chief Executive Officer,
        the Vice Chairman, the President, any Managing Director or any Vice President,
        and by 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 14.6 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 14.6 if and to the extent required by the provisions of such
        Section.

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      “OTS”
means
        the Office of Thrift Supervision and any successor federal agency that is
        primarily responsible for regulating the activities of savings and loan holding
        companies.

       

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

       

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

       

      (b) Debentures,
        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,
        however,
        that,
        if such Debentures, or portions thereof, are to be redeemed prior to maturity
        thereof, notice of such redemption shall have been given as provided in
        Section 10.3 or provision satisfactory to the Trustee shall have been made
        for giving such notice; and

       

      (c) Debentures
        paid pursuant to Section 2.6 or in lieu of or in substitution for which
        other Debentures shall have been authenticated and delivered pursuant to
        the
        terms of Section 2.6 unless proof satisfactory to the Company and the
        Trustee is presented that any such Debentures are held by bona fide holders
        in
        due course.

       

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

       

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

       

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

       

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

       

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

       

      “Responsible
        Officer”
means,
        with respect to the Trustee, any officer within the Principal Office of the
        Trustee, 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 Trust 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.

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      “Reuters
        Page LIBOR01”
has
        the
        meaning set forth in Section 2.10.

       

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

       

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

       

      “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 all borrowed and
        purchased money 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; (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
        Company associated with derivative products such as interest and foreign
        exchange rate contracts, commodity contracts, and similar arrangements;
        (vi) all obligations of the type referred to in clauses (i) through
        (v) above of other Persons for the payment of which the Company is responsible
        or liable as obligor, guarantor or otherwise including, without limitation,
        similar obligations arising from off-balance sheet guarantees and direct
        credit
        substitutes; and (vii) all obligations of the type referred to in
        clauses (i) through (vi) 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. Notwithstanding the foregoing, “Senior Indebtedness” shall
        not include (1) any Additional Junior Indebtedness, (2) Debentures
        issued pursuant to this Indenture and guarantees in respect of such Debentures,
        (3) trade accounts payable of the Company arising in the ordinary course of
        business (such trade accounts payable being pari
        passu
        in right
        of payment to the Debentures), or (4) obligations with respect to which
        (a) in the instrument creating or evidencing the same or pursuant to which
        the same is outstanding, it is provided that such obligations are pari
        passu,
        junior
        or otherwise not superior in right of payment to the Debentures and (b) the
        Company, prior to the issuance thereof, has notified (and, if then required
        under the applicable guidelines of the regulating entity, has received approval
        from) the Federal Reserve (if the Company is a bank holding company) or the
        OTS
        (if the Company is a savings and loan holding company). Senior Indebtedness
        shall continue to be Senior Indebtedness and be entitled to the subordination
        provisions irrespective of any amendment, modification or waiver of any term
        of
        such Senior Indebtedness.

       

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

       

      “Special
        Redemption Date”
has
        the
        meaning set forth in Section
        10.2.

       

      “Special
        Redemption Price”
means
        the price set forth in the following table for any Special Redemption Date
        that
        occurs on the date indicated below (or if such day is not a Business Day,
        then
        the next succeeding Business Day), expressed as the percentage of the principal
        amount of the Debentures being redeemed:

      

        
          	
                  Month
                    in which Special Redemption Date Occurs

                	 	
                  Special
                    Redemption Price

                
	
                  September
                    2007

                	 	
                  104.625%

                
	
                  December
                    2007

                	 	
                  104.300%

                
	
                  March
                    2008

                	 	
                  104.000%

                
	
                  June
                    2008

                	 	
                  103.650%

                
	
                  September
                    2008

                	 	
                  103.350%

                
	
                  December
                    2008

                	 	
                  103.000%

                
	
                  March
                    2009

                	 	
                  102.700%

                
	
                  June
                    2009

                	 	
                  102.350%

                
	
                  September
                    2009

                	 	
                  102.050%

                
	
                  December
                    2009

                	 	
                  101.700%

                
	
                  March
                    2010

                	 	
                  101.400%

                
	
                  June
                    2010

                	 	
                  101.050%

                
	
                  September
                    2010

                	 	
                  100.750%

                
	
                  December
                    2010

                	 	
                  100.450%

                
	
                  March
                    2011

                	 	
                  100.200%

                
	
                  June
                    2011 and thereafter

                	 	
                  100.000%

                


        

      

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      plus,
        in
        each case, accrued and unpaid interest (including any Additional Interest)
        on
        such Debentures to the Special Redemption Date.

       

      “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 by 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 by one or more of
        its
        Subsidiaries, or by such Person and one or more of its Subsidiaries and
        (iii) any limited partnership of which such Person or any of its
        Subsidiaries is a general partner. For the purposes of this definition, “voting
        stock” means shares, interests, participations or other equivalents in the
        equity interest (however designated) in such Person having ordinary voting
        power
        for the election of a majority of the directors (or the equivalent) of such
        Person, other than shares, interests, participations or other equivalents
        having
        such power only by reason of the occurrence of a contingency.

       

      “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, field
        service
        advice, regulatory procedure, notice or announcement, including any notice
        or
        announcement of intent to adopt such procedures or regulations) (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 Debentures, 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 Debentures;
        (ii) interest payable by the Company on the Debentures 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 more than a de minimis amount of other taxes, duties
        or
        other governmental charges.

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

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

       

      “Trust”
shall
        mean WGNB Statutory Trust I, a Delaware statutory trust, or any other
        similar trust created for the purpose of issuing Capital Securities in
        connection with the issuance of Debentures under this Indenture, of which
        the
        Company is the sponsor.

       

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

       

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

       

      ARTICLE
        II.

      DEBENTURES

       

      Section
        2.1.  Authentication
        and Dating.  Upon
        the
        execution and delivery of this Indenture, or from time to time thereafter,
        Debentures in an aggregate principal amount not in excess of $10,825,000.00
        may
        be executed and delivered by the Company to the Trustee for authentication,
        and
        the Trustee, upon receipt of a written authentication order from the Company,
        shall thereupon authenticate and make available for delivery said Debentures
        to
        or upon the written order of the Company, signed by its Chairman of the Board
        of
        Directors, Chief Executive Officer, Vice Chairman, the President, one of
        its
        Managing Directors or one of its Vice Presidents without any further action
        by
        the Company hereunder. Notwithstanding anything to the contrary contained
        herein, the Trustee shall be fully protected in relying upon the aforementioned
        authentication order and written order in authenticating and delivering said
        Debentures. In authenticating such Debentures, and accepting the additional
        responsibilities under this Indenture in relation to such Debentures, the
        Trustee shall be entitled to receive, and (subject to Section 6.1) shall be
        fully protected in relying upon:

       

      (a)  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 of the Company,
        as the
        case may be; and

       

      (b)  an
        Opinion of Counsel prepared in accordance with Section 14.6 which shall
        also state:

       

      (1)  that
        such
        Debentures, when authenticated and delivered by the Trustee and issued by
        the
        Company in each case in the manner and subject to any conditions specified
        in
        such Opinion of Counsel, will constitute valid and legally binding obligations
        of the Company, subject to or limited by applicable bankruptcy, insolvency,
        reorganization, conservatorship, receivership, moratorium and other statutory
        or
        decisional laws relating to or affecting creditors’ rights or the reorganization
        of financial institutions (including, without limitation, preference and
        fraudulent conveyance or transfer laws), heretofore or hereafter enacted
        or in
        effect, affecting the rights of creditors generally; and

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

      (2)  that
        all
        laws and requirements in respect of the execution and delivery by the Company
        of
        the Debentures have been complied with and that authentication and delivery
        of
        the Debentures by the Trustee will not violate the terms of this
        Indenture.

       

      The
        Trustee shall have the right to decline to authenticate and deliver any
        Debentures under this Section if the Trustee, being advised in writing 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
        holders.

       

      The
        definitive Debentures 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 Debentures, as evidenced by their execution of
        such
        Debentures.

       

      Section
        2.2.  Form
        of Trustee’s Certificate of Authentication.  The
        Trustee’s certificate of authentication on all Debentures shall be in
        substantially the following form:

       

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

       

      
        	 	
                WILMINGTON
                  TRUST
                  COMPANY, as Trustee

                 

                 

              	 	 	 
	 	By	 	 	
              
	 	
                
                  
Authorized
                  Signer

              	 	 	
              
	 	
              	 	 	 


      

       

      Section
        2.3.  Form
        and Denomination of Debentures.  The
        Debentures shall be substantially in the form of Exhibit A attached hereto.
        The
        Debentures shall be in registered, certificated form without coupons and
        in
        minimum denominations of $100,000.00 and any multiple of $1,000.00 in excess
        thereof. Any attempted transfer of the Debentures in a block having an aggregate
        principal amount of less than $100,000.00 shall be deemed to be void and
        of no
        legal effect whatsoever. Any such purported transferee shall be deemed not
        to be
        a holder of such Debentures for any purpose, including, but not limited to
        the
        receipt of payments on such Debentures, and such purported transferee shall
        be
        deemed to have no interest whatsoever in such Debentures. The Debentures
        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
        2.4.  Execution
        of Debentures.  The
        Debentures 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,
        Chief
        Executive Officer, Vice Chairman, President, one of its Managing Directors
        or
        one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents.
        Only such Debentures 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 signer, 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
        Debenture executed by the Company shall be conclusive evidence that the
        Debenture 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 Debentures shall
        cease to be such officer before the Debentures so signed shall have been
        authenticated and delivered by the Trustee or the Authenticating Agent, or
        disposed of by the Company, such Debentures nevertheless may be authenticated
        and delivered or disposed of as though the Person who signed such Debentures
        had
        not ceased to be such officer of the Company; and any Debenture may be signed
        on
        behalf of the Company by such Persons as, at the actual date of the execution
        of
        such Debenture, 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

          
            

          

        

        
           

        

      

       

      Every
        Debenture shall be dated the date of its authentication.

       

      Section
        2.5.  Exchange
        and Registration of Transfer of Debentures.  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 3.2, a register (the “Debenture
        Register”)
        for
        the Debentures issued hereunder in which, subject to such reasonable regulations
        as it may prescribe, the Company shall provide for the registration and transfer
        of all Debentures as in this Article II provided. The Debenture Register
        shall be in written form or in any other form capable of being converted
        into
        written form within a reasonable time.

       

      Debentures
        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 3.2, 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 Debenture
        or Debentures which the Securityholder making the exchange shall be entitled
        to
        receive. Upon due presentment for registration of transfer of any Debenture
        at
        the Principal Office of the Trustee or at any office or agency of the Company
        maintained for such purpose as provided in Section 3.2, 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 Debenture for a like aggregate
        principal amount. Registration or registration of transfer of any Debenture
        by
        the Trustee or by any agent of the Company appointed pursuant to
        Section 3.2, and delivery of such Debenture, shall be deemed to complete
        the registration or registration of transfer of such Debenture.

       

      All
        Debentures 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 the Trustee or the
        Authenticating Agent duly executed by the holder or his attorney duly authorized
        in writing.

       

      No
        service charge shall be made for any exchange or registration of transfer
        of
        Debentures, 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.

       

      The
        Company or the Trustee shall not be required to exchange or register a transfer
        of any Debenture for a period of 15 days next preceding the date of
        selection of Debentures for redemption.

       

      Notwithstanding
        anything herein to the contrary, Debentures may not be transferred except
        in
        compliance with the restricted securities legend set forth below, unless
        otherwise determined by the Company, upon the advice of counsel expert in
        securities law, in accordance with applicable law:

       

      THIS
        SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE
        UNITED
        STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL
        DEPOSIT
        INSURANCE CORPORATION.

       

      
        
           

        

        
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      THIS
        SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
        (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
        SECURITIES LAW. 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 AND ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY
        BY ITS
        ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY
        ONLY
        (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS
        BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A PERSON WHOM THE
        SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
        MEETING THE REQUIREMENTS OF RULE 144A SO LONG AS THIS SECURITY IS ELIGIBLE
        FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE WITH RULE 144A,
        (D) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
        RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE
        SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE
        MEANING OF SUBPARAGRAPH (A) OF RULE 501 UNDER THE SECURITIES ACT THAT
        IS ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH
        AN
        INSTITUTIONAL 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, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM
        THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S
        RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER 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 BY ITS ACCEPTANCE HEREOF 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 THE SECURITIES OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER
        OR
        HOLDER IS ELIGIBLE FOR EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF
        LABOR
        PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14
        OR
        ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY
        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 THE SECURITIES
        OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE
        AND
        HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN
        THE MEANING OF SECTION 3(3) 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 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.

       

      
        
           

        

        
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      THIS
        SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN
        AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000.00 AND MULTIPLES OF
        $1,000.00 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A
        BLOCK
        HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000.00 SHALL BE DEEMED
        TO
        BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.

       

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

       

      Section
        2.6.  Mutilated,
        Destroyed, Lost or Stolen Debentures.  In
        case
        any Debenture 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 Debenture bearing a number not contemporaneously
        outstanding, in exchange and substitution for the mutilated Debenture, or
        in
        lieu of and in substitution for the Debenture so destroyed, lost or stolen.
        In
        every case the applicant for a substituted Debenture 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 Debenture and
        of
        the ownership thereof.

       

      The
        Trustee may authenticate any such substituted Debenture and deliver the same
        upon the written request or authorization of any officer of the Company.
        Upon
        the issuance of any substituted Debenture, 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 Debenture 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 Debenture, pay or authorize
        the
        payment of the same (without surrender thereof except in the case of a mutilated
        Debenture) 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 Debenture and of the ownership thereof.

       

      Every
        substituted Debenture issued pursuant to the provisions of this Section 2.6
        by virtue of the fact that any such Debenture is destroyed, lost or stolen
        shall
        constitute an additional contractual obligation of the Company, whether or
        not
        the destroyed, lost or stolen Debenture 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 Debentures duly issued hereunder. All Debentures 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 Debentures 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.

       

      Section
        2.7.  Temporary
        Debentures.  Pending
        the preparation of definitive Debentures, the Company may execute and the
        Trustee shall authenticate and make available for delivery temporary Debentures
        that are typed, printed or lithographed. Temporary Debentures shall be issuable
        in any authorized denomination, and substantially in the form of the definitive
        Debentures in lieu of which they are issued but with such omissions, insertions
        and variations as may be appropriate for temporary Debentures, all as may
        be
        determined by the Company. Every such temporary Debenture 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
        Debentures. Without unreasonable delay the Company will execute and deliver
        to
        the Trustee or the Authenticating Agent definitive Debentures and thereupon
        any
        or all temporary Debentures may be surrendered in exchange therefor, at the
        principal corporate trust office of the Trustee or at any office or agency
        maintained by the Company for such purpose as provided in Section 3.2, and
        the Trustee or the Authenticating Agent shall authenticate and make available
        for delivery in exchange for such temporary Debentures a like aggregate
        principal amount of such definitive Debentures. 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 Debentures shall in all respects be entitled to the same benefits
        under this Indenture as definitive Debentures authenticated and delivered
        hereunder.

       

      
        
           

        

        
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      Section
        2.8.  Payment
        of Interest and Additional Interest.  Interest
        at the Interest Rate and any Additional Interest on any Debenture that is
        payable, and is punctually paid or duly provided for, on any Interest Payment
        Date for Debentures shall be paid to the Person in whose name said Debenture
        (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 Additional Interest payable on the Maturity Date shall be paid to the
        Person
        to whom principal is paid.

       

      Each
        Debenture shall bear interest for the period beginning on (and including)
        the
        date of original issuance and ending on (but excluding) the Interest Payment
        Date in September 2007 at a rate per annum of 6.91%, and shall bear interest
        for
        each successive Distribution Period beginning on or after the Interest Payment
        Date in September 2007 at a rate per annum equal to the 3-Month LIBOR,
        determined as described in Section 2.10, plus 1.55% (the “Coupon
        Rate”),
        applied to the principal amount thereof, until the principal thereof becomes
        due
        and payable, and on any overdue principal and to the extent that payment
        of such
        interest is enforceable under applicable law (without duplication) on any
        overdue installment of interest (including Additional Interest) at the Interest
        Rate in effect for each applicable period compounded quarterly. Interest
        shall
        be payable (subject to any relevant Extension Period) quarterly in arrears
        on
        each Interest Payment Date with the first installment of interest to be paid
        on
        the Interest Payment Date in September 2007.

       

      Any
        interest on any Debenture, including Additional Interest, that is payable,
        but
        is not punctually paid or duly provided for, on any Interest Payment Date
        (herein called “Defaulted
        Interest”)
        shall
        forthwith cease to be payable to the registered 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 Debentures
        (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 at least 25 days prior to the date of the proposed payment of the
        amount
        of Defaulted Interest proposed to be paid on each such Debenture 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 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 in this clause provided. Thereupon the Trustee
        shall fix a special record date for the payment of such Defaulted Interest
        which
        shall not be more than 15 nor less than 10 days prior to the date of the
        proposed payment and not less than 10 days after the receipt by the Trustee
        of
        the notice of the proposed payment. The Trustee shall promptly notify the
        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 its address as it appears in the Debenture Register,
        not less than 10 days prior to such special record date. Notice of the proposed
        payment of such Defaulted Interest and the special record date therefor having
        been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons
        in whose names such Debentures (or their respective Predecessor Securities)
        are
        registered on such special record date and shall be no longer
        payable.

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

       

      The
        Company may make payment of any Defaulted Interest on any Debentures in any
        other lawful manner after notice given by the Company to the Trustee of the
        proposed payment method; provided,
        however,
        the
        Trustee in its sole discretion deems such payment method to be
        practical.

       

      Any
        interest (including Additional 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 Debentures.

       

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

       

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

       

      Section
        2.9.  Cancellation
        of Debentures Paid, etc.  All
        Debentures 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 Debentures shall be issued in lieu thereof except
        as
        expressly permitted by any of the provisions of this Indenture. All Debentures
        canceled by any Authenticating Agent shall be delivered to the Trustee. The
        Trustee shall destroy all canceled Debentures unless the Company otherwise
        directs the Trustee in writing. If the Company shall acquire any of the
        Debentures, however, such acquisition shall not operate as a redemption or
        satisfaction of the indebtedness represented by such Debentures unless and
        until
        the same are surrendered to the Trustee for cancellation.

       

      Section
        2.10.  Computation
        of Interest.  The
        amount of interest payable for each Distribution Period will be calculated
        by
        applying the Interest Rate to the principal amount outstanding at the
        commencement of the Distribution Period on the basis of the actual number
        of
        days in the Distribution Period concerned divided by 360. All percentages
        resulting from any calculations on the Debentures 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)).

       

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

       

      (1) the
        rate
        (expressed as a percentage per annum) for U.S. dollar deposits having a
        three-month maturity that appears on Reuters Page LIBOR01 as of 11:00 a.m.
        (London time) on the related Determination Date (as defined below). “Reuters
        Page LIBOR01” means the display designated as “LIBOR01” on Reuters or such other
        page as may replace Reuters Page LIBOR01 on that service or such other service
        or services as may be nominated by the British Bankers’ Association as the
        information vendor for the purpose of displaying London interbank offered
        rates
        for U.S. dollar deposits;

       

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

       

      
        
           

        

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

       

      (4) if
        fewer
        than two such quotations are provided as requested in clause (3) above,
        3-Month LIBOR will be a 3-Month LIBOR determined with respect to the
        Distribution Period immediately preceding such current Distribution
        Period.

       

      If
        the
        rate for U.S. dollar deposits having a three-month maturity that initially
        appears on Reuters Page LIBOR01 as of 11:00 a.m. (London time) on the
        related Determination Date is superseded on the Reuters Page LIBOR01 by a
        corrected rate by 12:00 noon (London time) on such Determination Date, then
        the corrected rate as so substituted on the applicable page will be the
        applicable 3-Month LIBOR for such Determination Date.

       

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

       

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

       

      (d)  The
        Trustee shall notify the Company, the Institutional Trustee and any securities
        exchange or interdealer quotation system on which the Capital Securities
        are
        listed, of the Coupon Rate and the Determination Date for each Distribution
        Period, in each case as soon as practicable after the determination thereof
        but
        in no event later than the thirtieth (30th) day of the relevant Distribution
        Period. Failure to notify the Company, the Institutional Trustee or any
        securities exchange or interdealer quotation system, or any defect in said
        notice, shall not affect the obligation of the Company to make payment on
        the
        Debentures at the applicable Coupon Rate. Any error in the calculation of
        the
        Coupon Rate by the Trustee may be corrected at any time by notice delivered
        as
        above provided. Upon the request of a holder of a Debenture, the Trustee
        shall
        provide the Coupon Rate then in effect and, if determined, the Coupon Rate
        for
        the next Distribution Period.

       

      (e)  Subject
        to the corrective rights set forth above, all certificates, communications,
        opinions, determinations, calculations, quotations and decisions given,
        expressed, made or obtained for the purposes of the provisions relating to
        the
        payment and calculation of interest on the Debentures and distributions on
        the
        Capital Securities by the Trustee or the Institutional Trustee will (in the
        absence of willful default, bad faith and manifest error) be final, conclusive
        and binding on the Trust, the Company and all of the holders of the Debentures
        and the Capital Securities, and no liability shall (in the absence of willful
        default, bad faith or manifest error) attach to the Trustee or the Institutional
        Trustee in connection with the exercise or non-exercise by either of them
        or
        their respective powers, duties and discretion.

       

      
        
           

        

        
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      Section
        2.11.  Extension
        of Interest Payment Period.  So
        long
        as no Acceleration 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 Debentures by extending the
        interest payment period on the Debentures at any time and from time to time
        during the term of the Debentures, for up to 20 consecutive quarterly
        periods (each such extended interest payment period, an “Extension
        Period”),
        during which Extension Period no interest (including Additional Interest)
        shall
        be due and payable (except any Additional Sums that may be due and payable).
        No
        Extension Period may end on a date other than an Interest Payment Date. During
        an Extension Period, interest will continue to accrue on the Debentures,
        and
        interest on such accrued interest will accrue at an annual rate equal to
        the
        Interest Rate in effect for such Extension Period, compounded quarterly from
        the
        date such interest would have been payable were it not for the Extension
        Period,
        to the extent permitted by law (such interest referred to herein as
“Additional
        Interest”).
        At
        the end of any such Extension Period the Company shall pay all interest then
        accrued and unpaid on the Debentures (together with Additional Interest
        thereon); provided,
        however,
        that no
        Extension Period may extend beyond the Maturity Date; provided further,
        however,
        that
        during any such Extension Period, the Company shall not and shall not permit
        any
        Affiliate to (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 or such Affiliate’s capital stock (other than payments of
        dividends or distributions to the Company) or make any guarantee payments
        with
        respect to the foregoing or (ii) make any payment of principal of or
        interest or premium, if any, on or repay, repurchase or redeem any debt
        securities of the Company or any Affiliate that rank pari
        passu
        in all
        respects with or junior in interest to the Debentures (other than, with respect
        to clauses (i) or (ii) above, (a) repurchases, redemptions or other
        acquisitions of shares of capital stock of the Company 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, in
        connection with a dividend reinvestment or stockholder stock purchase plan
        or 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 applicable 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 stockholders’ rights plan, or the issuance of
        rights, stock or other property under any stockholders’ rights plan, or the
        redemption or repurchase of rights pursuant thereto, (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 and any cash payments in lieu of fractional shares issued
        in connection therewith, or (f) payments under the Capital Securities
        Guarantee). Prior to the termination of any Extension Period, the Company
        may
        further extend such period, provided that such period together with all such
        previous and further consecutive extensions thereof shall not exceed
        20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon
        the termination of any Extension Period and upon the payment of all accrued
        and
        unpaid interest and Additional Interest, the Company may commence a new
        Extension Period, subject to the foregoing requirements. No interest or
        Additional Interest shall be due and payable during an Extension Period,
        except
        at the end thereof, but each installment of interest that would otherwise
        have
        been due and payable during such Extension Period shall bear Additional Interest
        to the extent permitted by applicable law. The Company must give the Trustee
        notice of its election to begin or extend an Extension Period by the close
        of
        business at least 15 Business Days prior to the Interest Payment Date with
        respect to which interest on the Debentures would have been payable except
        for
        the election to begin or extend such Extension Period. The Trustee shall
        give
        notice of the Company’s election to begin a new Extension Period to the
        Securityholders.

       

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

       

      
        
           

        

        
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      Section
        2.13.  Global
        Debentures.

       

      (a)  Upon
        the
        election of the holder of outstanding Debentures, which election need not
        be in
        writing, the Debentures owned by such holder shall be issued in the form
        of one
        or more Global Debentures registered in the name of the Depositary or its
        nominee. Each Global Debenture issued under this Indenture shall be registered
        in the name of the Depositary designated by the Company for such Global
        Debenture or a nominee thereof, delivered to such Depositary or a nominee
        thereof or custodian therefor and shall contain such legends as may be required
        by the Depositary and each such Global Debenture shall constitute a single
        Debenture for all purposes of this Indenture.

       

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

       

      (c)  If
        any
        Global Debenture is to be exchanged for other Debentures or canceled in part,
        or
        if another Debenture is to be exchanged in whole or in part for a beneficial
        interest in any Global Debenture, then either (i) such Global Debenture
        shall be so surrendered for exchange or cancellation as provided in this
        Article II or (ii) the principal amount thereof shall be reduced or
        increased by an amount equal to the portion thereof to be so exchanged or
        canceled, or equal to the principal amount of such other Debentures to be
        so
        exchanged for a beneficial interest therein, as the case may be, by means
        of an
        appropriate adjustment made on the records of the Debenture registrar, whereupon
        the Trustee, in accordance with the Applicable Depositary Procedures, shall
        instruct the Depositary or its authorized representative to make a corresponding
        adjustment to its records. Upon any such surrender or adjustment of a Global
        Debenture by the Depositary, accompanied by registration instructions, the
        Company shall execute and the Trustee shall authenticate and deliver any
        Debentures issuable in exchange for such Global Debenture (or any portion
        thereof) in accordance with the instructions of the Depositary. The Trustee
        shall not be liable for any delay in delivery of such instructions and may
        conclusively rely on, and shall be fully protected in relying on, such
        instructions.

       

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

       

      
        
           

        

        
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      (e)  Debentures
        distributed to holders of Book-Entry Capital Securities (as defined in the
        Declaration) upon the dissolution of the Trust shall be distributed in the
        form
        of one or more Global Debentures registered in the name of a Depositary or
        its
        nominee, and deposited with the Debentures registrar, as custodian for such
        Depositary, or with such Depositary, for credit by the Depositary to the
        respective accounts of the beneficial owners of the Debentures represented
        thereby (or such other accounts as they may direct). Debentures distributed
        to
        holders of Capital Securities other than Book-Entry Capital Securities upon
        the
        dissolution of the Trust shall not be issued in the form of a Global Debenture
        or any other form intended to facilitate book-entry trading in beneficial
        interests in such Debentures.

       

      (f)  The
        Depositary or its nominee, as the registered owner of a Global Debenture,
        shall
        be the holder of such Global Debenture for all purposes under this Indenture
        and
        the Debentures, and owners of beneficial interests in a Global Debenture
        shall
        hold such interests pursuant to the Applicable Depositary Procedures.
        Accordingly, any such owner’s beneficial interest in a Global Debenture shall be
        shown only on, and the transfer of such interest shall be effected only through,
        records maintained by the Depositary or its nominee or its Depositary
        Participants. The Debentures registrar and the Trustee shall be entitled
        to deal
        with the Depositary for all purposes under this Indenture relating to a Global
        Debenture (including the payment of principal and interest thereon and the
        giving of instructions or directions by owners of beneficial interests therein
        and the giving of notices) as the sole holder of the Debenture and shall
        have no
        obligations to the owners of beneficial interests therein. Neither the Trustee
        nor the Debentures registrar shall have any liability in respect of any
        transfers effected by the Depositary.

       

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

       

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

       

      ARTICLE
        III.

      PARTICULAR
        COVENANTS OF THE COMPANY

       

      Section
        3.1.  Payment
        of Principal, Premium and Interest; Agreed Treatment of the
        Debentures.

       

      (a)  The
        Company covenants and agrees that it will duly and punctually pay or cause
        to be
        paid the principal of and premium, if any, and interest and any Additional
        Interest and other payments on the Debentures at the place, at the respective
        times and in the manner provided in this Indenture and the Debentures. Each
        installment of interest on the Debentures may be paid (i) by mailing checks
        for such interest payable to the order of the holders of Debentures entitled
        thereto as they appear on the registry books of the Company if a request
        for a
        wire transfer has not been received by the Company or (ii) by wire transfer
        to any account with a banking institution located in the United States
        designated in writing by such Person to the paying agent no later than the
        related record date. Notwithstanding the foregoing, so long as the holder
        of
        this Debenture is the Institutional Trustee, the payment of the principal
        of and
        interest on this Debenture will be made in immediately available funds at
        such
        place and to such account as may be designated by the Institutional
        Trustee.

       

      
        
           

        

        
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      (b)  The
        Company will treat the Debentures as indebtedness, and the amounts payable
        in
        respect of the principal amount of such Debentures as interest, for all United
        States federal income tax purposes. All payments in respect of such Debentures
        will be made free and clear of United States withholding tax to any beneficial
        owner thereof that has provided an Internal Revenue Service Form W8 BEN (or
        any
        substitute or successor form) establishing its non-United States status for
        United States federal income tax purposes.

       

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

       

      (d)  As
        of the
        date of this Indenture, the Company believes that the likelihood that it
        would
        exercise its right under Section
        2.11
        to defer
        payments of interest on the Debentures by commencing an Extension Period
        at any
        time during which the Debentures 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 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 Debentures.

       

      Section
        3.2.  Offices
        for Notices and Payments, etc.  So
        long
        as any of the Debentures remain outstanding, the Company will maintain in
        Wilmington, Delaware, an office or agency where the Debentures may be presented
        for payment, an office or agency where the Debentures may be presented for
        registration of transfer and for exchange as in this Indenture provided and
        an
        office or agency where notices and demands to or upon the Company in respect
        of
        the Debentures 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
        2.5,
        such
        office or agency for all of the above purposes shall be the office or agency
        of
        the Trustee. In case the Company shall fail to maintain any such office or
        agency in Wilmington, Delaware, 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, where
        the Debentures 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,
        for
        the purposes above mentioned. The Company will give to the Trustee prompt
        written notice of any such designation or rescission thereof.

       

      Section
        3.3.  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 6.9, a Trustee, so that
        there shall at all times be a Trustee hereunder.

       

      
        
           

        

        
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      Section
        3.4.  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 3.4,

       

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

       

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

       

      (3)  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 principal of and premium, if any, or interest or other payments, if
        any,
        on the Debentures, set aside, segregate and hold in trust for the benefit
        of the
        holders of the Debentures a sum sufficient to pay such principal, premium,
        interest or other 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 Debentures) to make any payment of the principal
        of and premium, if any, or interest or other payments, if any, on the Debentures
        when the same shall become due and payable.

       

      Whenever
        the Company shall have one or more paying agents for the Debentures, it will,
        on
        or prior to each due date of the principal of and premium, if any, or interest,
        if any, on the Debentures, deposit with a paying agent a sum sufficient to
        pay
        the principal, premium, interest or other 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 3.4 to the contrary notwithstanding, the Company may, at
        any time, for the purpose of obtaining a satisfaction and discharge with
        respect
        to the Debentures, 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 trusts herein
        contained.

       

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

       

      Section
        3.5.  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 Debentures 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
        during
        such fiscal year by the Company in the performance of any covenants 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 and status thereof. A form of this Certificate is attached hereto
        as
Exhibit B.

       

      
        
           

        

        
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      Section
        3.6.  Additional
        Sums.  If
        and
        for so long as the Trust is the holder of all Debentures and the Trust is
        required to pay 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 (“Additional
        Sums”)
        on the
        Debentures as shall be required so that the net amounts received and retained
        by
        the Trust after paying taxes (including withholding taxes), duties, assessments
        or other governmental charges will be equal to the amounts the Trust would
        have
        received if no such taxes, duties, assessments or other governmental charges
        had
        been imposed. Whenever in this Indenture or the Debentures there is a reference
        in any context to the payment of principal of or interest on the Debentures,
        such mention shall be deemed to include mention of payments of the Additional
        Sums provided for in this paragraph to the extent that, in such context,
        Additional Sums are, were or would be payable in respect thereof pursuant
        to the
        provisions of this paragraph and express mention of the payment of Additional
        Sums (if applicable) in any provisions hereof shall not be construed as
        excluding Additional Sums in those provisions hereof where such express mention
        is not made; provided,
        however,
        that
        the deferral of the payment of interest during an Extension Period pursuant
        to
        Section 2.11 shall not defer the payment of any Additional Sums that may be
        due and payable.

       

      Section
        3.7.  Compliance
        with Consolidation Provisions.  The
        Company will not, while any of the Debentures remain outstanding, consolidate
        with, or merge into, or merge into itself, or sell or convey all or
        substantially all of its property to any other Person unless the provisions
        of
        Article XI hereof are complied with.

       

      Section
        3.8.  Limitation
        on Dividends.  If
        Debentures are initially issued to the Trust or a trustee of such Trust in
        connection with the issuance of Trust Securities by the Trust (regardless
        of
        whether Debentures continue to be held by such Trust) and (i) there shall
        have occurred and be continuing 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 Debentures by extending the
        interest payment period as provided herein and such period, or any extension
        thereof, shall be continuing, then the Company shall not, and shall not allow
        any Affiliate of the Company to, (x) 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 or its Affiliates’ capital
        stock (other than payments of dividends or distributions to the Company)
        or make
        any guarantee payments with respect to the foregoing or (y) make any
        payment of principal of or interest or premium, if any, on or repay, repurchase
        or redeem any debt securities of the Company or any Affiliate that rank
pari
        passu
        in all
        respects with or junior in interest to the Debentures (other than, with respect
        to clauses (x) and (y) above, (1) repurchases, redemptions or other
        acquisitions of shares of capital stock of the Company 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, in
        connection with a dividend reinvestment or stockholder stock purchase plan
        or 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 applicable Extension Period,
        if any, (2) 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, (3) 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, (4) any
        declaration of a dividend in connection with any stockholders’ rights plan, or
        the issuance of rights, stock or other property under any stockholders’ rights
        plan, or the redemption or repurchase of rights pursuant thereto, (5) 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 and any cash payments in lieu of fractional shares issued
        in connection therewith, or (6) payments under the Capital Securities
        Guarantee).

       

      
        
           

        

        
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      Section
        3.9.  Covenants
        as to the Trust.  For
        so
        long as the 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, except in connection with a distribution of Debentures
        to the holders of Trust Securities in liquidation of the Trust, the redemption
        of all of the Trust Securities or certain mergers, consolidations or
        amalgamations, each as permitted by the Declaration, cause the Trust (a)
        to
        remain a statutory trust, (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 Debentures.

       

      Section
        3.10.  Additional
        Junior Indebtedness.  The
        Company shall not, and it shall not cause or permit any Subsidiary of the
        Company to, incur, issue or be obligated on any Additional Junior Indebtedness,
        either directly or indirectly, by way of guarantee, suretyship or otherwise,
        other than Additional Junior Indebtedness (i) that, by its terms, is
        expressly stated to be either junior and subordinate or pari
        passu
        in all
        respects to the Debentures, and (ii) of which the Company has notified
        (and, if then required under the applicable guidelines of the regulating
        entity,
        has received approval from) the Federal Reserve, if the Company is a bank
        holding company, or the OTS, if the Company is a savings and loan holding
        company.

       

      Section
        3.11.  Subsidiary;
        Insured Depository Institution.  So
        long
        as any of the Debentures remain outstanding, at least one operating Subsidiary
        of the Company shall be an insured depository institution, as such term is
        defined in Section 3(c)(2) of the Federal Deposit Insurance Act, as
        amended.

       

      ARTICLE
        IV.

      SECURITYHOLDERS’
        LISTS AND REPORTS

      BY
        THE COMPANY AND THE TRUSTEE

       

      Section
        4.1.  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 the Debentures, a list, in such form as the Trustee
        may
        reasonably require, of the names and addresses of the Securityholders of
        the
        Debentures 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 4.1 so long as the
        Trustee is in possession thereof by reason of its acting as Debenture
        registrar.

       

      Section
        4.2.  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 Debentures
        (1) contained in the most recent list furnished to it as provided in
        Section 4.1 or (2) received by it in the capacity of Debentures
        registrar (if so acting) hereunder. The Trustee may destroy any list furnished
        to it as provided in Section 4.1 upon receipt of a new list so
        furnished.

       

      
        
           

        

        
          22

          
            

          

        

        
           

        

      

       

      (b)  In
        case
        three or more holders of Debentures (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 Debenture for a period of at least 6 months
        preceding the date of such application, and such application states that
        the
        applicants desire to communicate with other holders of Debentures with respect
        to their rights under this Indenture or under such Debentures 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 5 Business Days after
        the
        receipt of such application, at its election, either:

       

      (1)  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 4.2, or

       

      (2)  inform
        such applicants as to the approximate number of holders of Debentures 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 4.2, and as to the approximate cost of mailing to such
        Securityholders the form of proxy or other communication, if any, specified
        in
        such application.

       

      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 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 4.2 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 Debentures, 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 Debentures, by receiving and holding the same, agrees with
        the
        Company and the Trustee that neither the Company nor the Trustee nor any
        paying
        agent shall be held accountable by reason of the disclosure of any such
        information as to the names and addresses of the holders of Debentures in
        accordance with the provisions of subsection (b) of this Section 4.2,
        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
        4.3.  Reports
        by the Company.  

       

      (a)  The
        Company shall furnish to the holders of the Capital Securities and to
        prospective purchasers of the Capital Securities, upon their request, the
        information required to be furnished pursuant to Rule 144A(d)(4) under the
        Securities Act.

       

      (b)  The
        Company shall furnish to (i) the Bank of New York, with a copy to FTN
        Financial Capital Markets and Keefe, Bruyette & Woods, Inc., and
        (ii) any beneficial owner of the Capital Securities reasonably identified
        to the Company, a completed quarterly report in the form attached hereto
        as
Exhibit C,
        which
        report shall be so furnished by the Company not later than 50 days after
        the end
        of each of the first three fiscal quarters of each fiscal year of the Company
        and not later than 100 days after the end of each fiscal year of the Company
        along with a copy of the Company’s most recently filed (1) FR Y-9C filed
        with the Federal Reserve if the Company is a bank holding company, (2) FR
        Y-9SP filed with the Federal Reserve if the Company is a small bank holding
        company or (3) H-(b)11 filed with the OTS if the Company is a savings and
        loan holding company.

       

      
        
           

        

        
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      ARTICLE
        V.

      REMEDIES
        OF THE TRUSTEE AND SECURITYHOLDERS

      UPON
        AN EVENT OF DEFAULT

       

      Section
        5.1.  Events
        of Default.  

       

      “Event
        of
        Default,” wherever used herein, means any one of the following events (whatever
        the reason for such Event of Default and whether it shall be voluntary or
        involuntary or be effected by operation of law or pursuant to any judgment,
        decree or order of any court or any order, rule or regulation of any
        administrative or governmental body):

       

      (a)  the
        Company defaults in the payment of any interest upon any Debenture, including
        any Additional Interest in respect thereof, following the nonpayment of any
        such
        interest for twenty or more consecutive Distribution Periods; or

       

      (b)  the
        Company defaults in the payment of all or any part of the principal of (or
        premium, if any, on) any Debentures as and when the same shall become due
        and
        payable either at maturity, upon redemption, by declaration of acceleration
        or
        otherwise; or

       

      (c)  the
        Company defaults in the performance of, or breaches, any of its covenants
        or
        agreements in this Indenture or in the terms of the Debentures established
        as
        contemplated in 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
        60 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
        at
        least 25% in aggregate principal amount of the outstanding Debentures, 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
        of competent jurisdiction shall enter a decree or order for relief in respect
        of
        the Company in an involuntary case under any applicable bankruptcy, insolvency,
        reorganization or other similar law now or hereafter in effect, or appointing
        a
        receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
        official) of the Company or for any substantial part of its property, or
        ordering the winding-up or liquidation of its affairs and such decree or
        order
        shall remain unstayed and in effect for a period of 90 consecutive days;
        or

       

      (e)  the
        Company shall commence a voluntary case under any applicable bankruptcy,
        insolvency, reorganization 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
        (i) the distribution of the Debentures to holders of such Trust Securities
        in liquidation of their interests in the Trust, (ii) the redemption of all
        of the outstanding Trust Securities or (iii) certain mergers,
        consolidations or amalgamations, each as permitted by the
        Declaration.

       

      
        
           

        

        
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      If
        an
        Acceleration Event of Default occurs and is continuing with respect to the
        Debentures, then, and in each and every such case, unless the principal of
        the
        Debentures shall have already become due and payable, either the Trustee
        or the
        holders of not less than 25% in aggregate principal amount of the Debentures
        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
        Debentures and the interest accrued thereon, if any, to be due and payable
        immediately, and upon any such declaration the same shall become immediately
        due
        and payable. If an Event of Default under Section 5.1(b) or (c) occurs and
        is continuing with respect to the Debentures, then, and in each and every
        such
        case, unless the principal of the Debentures shall have already become due
        and
        payable, either the Trustee or the holders of not less than 25% in aggregate
        principal amount of the Debentures then outstanding hereunder, by notice
        in
        writing to the Company (and to the Trustee if given by Securityholders),
        may
        proceed to remedy the default or breach thereunder by such appropriate judicial
        proceedings as the Trustee or such holders shall deem most effectual to remedy
        the defaulted covenant or enforce the provisions of this Indenture so breached,
        either by suit in equity or by action at law, for damages or
        otherwise.

       

      The
        foregoing provisions, however, are subject to the condition that if, at any
        time
        after the principal of the Debentures shall have been so declared due and
        payable, 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 Debentures and the principal
        of
        and premium, if any, on the Debentures which shall have become due otherwise
        than by acceleration (with interest upon such principal and premium, if any,
        and
        Additional Interest) 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 6.6, if any, and (ii) all Events of Default under this
        Indenture, other than the non-payment of the principal of or premium, if
        any, on
        Debentures which shall have become due by acceleration, shall have been cured,
        waived or otherwise remedied as provided herein -- then and in every such
        case the holders of a majority in aggregate principal amount of the Debentures
        then outstanding, by written notice to the Company and to the Trustee, may
        waive
        all defaults and rescind and annul such declaration 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.

       

      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 Debentures 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 Debentures shall continue
        as
        though no such proceeding had been taken.

       

      Section
        5.2.  Payment
        of Debentures on Default; Suit Therefor.  The
        Company covenants that upon the occurrence of an Event of Default pursuant
        to
        Section 5.1(a) or (b) then, upon demand of the Trustee, the Company will
        pay to the Trustee, for the benefit of the holders of the Debentures the
        whole
        amount that then shall have become due and payable on all Debentures for
        principal and premium, if any, or interest, or both, as the case may be,
        with
        Additional Interest accrued on the Debentures (to the extent that payment
        of
        such interest is enforceable under applicable law and, if the Debentures
        are
        held by the Trust or a trustee of such Trust, without duplication of any
        other
        amounts paid by the Trust or a trustee in respect thereof); 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 6.6. 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 Debentures and collect in the manner provided by law out
        of the
        property of the Company or any other obligor on such Debentures 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 Debentures 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 Debentures,
        or to
        the creditors or property of the Company or such other obligor, the Trustee,
        irrespective of whether the principal of the Debentures shall then be due
        and
        payable as therein expressed or by declaration of acceleration or otherwise
        and
        irrespective of whether the Trustee shall have made any demand pursuant to
        the
        provisions of this Section 5.2, shall be entitled and empowered, by
        intervention in such proceedings or otherwise,

       

      
        	 	
                (i)

              	
                to
                  file and prove a claim or claims for the whole amount of principal
                  and
                  interest owing and unpaid in respect of the
                  Debentures,

              


      

       

      
        	 	
                (ii)

              	
                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 6.6), and of the Securityholders allowed in
                  such judicial proceedings relative to the Company or any other
                  obligor on
                  the Debentures, 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 Debentures 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,


              


      

       

      
        	 	
                (iii)

              	
                to
                  collect and receive any moneys or other property payable or deliverable
                  on
                  any such claims, and 

              


      

       

      
        	 	
                (iv)

              	
                to
                  distribute the same after the deduction of its charges and
                  expenses.

              


      

       

      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 6.6.

       

      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 Debentures
        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.

       

      All
        rights of action and of asserting claims under this Indenture, or under any
        of
        the Debentures, may be enforced by the Trustee without the possession of
        any of
        the Debentures, 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
        Debentures.

       

      
        
           

        

        
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      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
        Debentures, and it shall not be necessary to make any holders of the Debentures
        parties to any such proceedings.

       

      Section
        5.3.  Application
        of Moneys Collected by Trustee.  Any
        moneys collected by the Trustee pursuant to this Article V 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 Debentures
        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 6.6;

       

      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 Debentures for principal
        (and premium, if any), and interest on the Debentures, 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 on such Debentures
        (including Additional Interest); and

       

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

       

      Section
        5.4.  Proceedings
        by Securityholders.  No
        holder
        of any Debenture 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
        Debentures and unless the holders of not less than 25% in aggregate principal
        amount of the Debentures 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.

       

      Notwithstanding
        any other provisions in this Indenture, however, the right of any holder
        of any
        Debenture to receive payment of the principal of, premium, if any, and interest,
        on such Debenture 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
        and by accepting a Debenture hereunder it is expressly understood, intended
        and
        covenanted by the taker and holder of every Debenture with every other such
        taker and holder and the Trustee, that no one or more holders of Debentures
        shall have any right in any manner whatsoever by virtue or by availing itself
        of
        any provision of this Indenture to affect, disturb or prejudice the rights
        of
        the holders of any other Debentures, or to obtain or seek to obtain priority
        over or preference to any other such holder, or to enforce any right under
        this
        Indenture, except in the manner herein provided and for the equal, ratable
        and
        common benefit of all holders of Debentures. 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
        5.5.  Proceedings
        by Trustee.  In
        case
        of an Event of Default hereunder 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.

       

      
        
           

        

        
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      Section
        5.6.  Remedies
        Cumulative and Continuing; Delay or Omission Not a
        Waiver.  Except
        as
        otherwise provided in Section 2.6, 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 Debentures, 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 Debentures, and no delay or omission of the Trustee or
        of
        any holder of any of the Debentures to exercise any right, remedy or power
        accruing upon any Event of Default occurring and continuing as aforesaid
        shall
        impair any such right, remedy 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 5.4, 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 (in accordance with
        its
        duties under Section 6.1) or by the Securityholders.

       

      Section
        5.7.  Direction
        of Proceedings and Waiver of Defaults by Majority of
        Securityholders.  The
        holders of a majority in aggregate principal amount of the Debentures affected
        (voting as one class) at the time outstanding shall have the right to direct
        the
        time, method, and place of conducting any proceeding for any remedy available
        to
        the Trustee, or exercising any trust or power conferred on the Trustee with
        respect to such Debentures; provided,
        however,
        that
        (subject to the provisions of Section 6.1) the Trustee shall have the right
        to decline to follow any such direction if the Trustee shall determine that
        the
        action so directed would be unjustly prejudicial to the holders not taking
        part
        in such direction or if the Trustee being advised by counsel determines that
        the
        action or proceeding so directed may not lawfully be taken or if a Responsible
        Officer of the Trustee shall determine that the action or proceedings so
        directed would involve the Trustee in personal liability. 

       

      The
        holders of a majority in aggregate principal amount of the Debentures at
        the
        time outstanding may on behalf of the holders of all of the Debentures 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,
        premium, if any, or interest on any of the Debentures, (b) in respect of
        covenants or provisions hereof which cannot be modified or amended without
        the
        consent of the holder of each Debenture affected, or (c) in respect of the
        covenants contained in Section 3.9; provided,
        however,
        that if
        the Debentures are held by the Trust or a trustee of such trust, such waiver
        or
        modification to such waiver shall not be effective until the holders of a
        majority in Liquidation Amount of Trust 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 Debenture is required, such
        waiver
        shall not be effective until each holder of the Trust Securities of the Trust
        shall have consented to such waiver. Upon any such waiver, the 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 Debentures shall be restored
        to
        their former positions and rights hereunder, respectively; but no such waiver
        shall extend to any subsequent or other default or Event of Default 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 Debentures and this Indenture be deemed
        to
        have been cured and to be not continuing.

       

      Section
        5.8.  Notice
        of Defaults.  The
        Trustee shall, within 90 days after the actual knowledge by a Responsible
        Officer of the Trustee of the occurrence of a default with respect to the
        Debentures, mail to all Securityholders, as the names and addresses of such
        holders appear upon the Debenture Register, notice of all defaults with respect
        to the Debentures known to the Trustee, unless such defaults shall have been
        cured before the giving of such notice (the term “defaults” for the purpose of
        this Section 5.8 being hereby defined to be the events specified in
        clauses (a), (b), (c), (d), (e) and (f) of Section 5.1, not including
        periods of grace, if any, provided for therein); provided,
        however,
        that,
        except in the case of default in the payment of the principal of, premium,
        if
        any, or interest on any of the Debentures, 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.

       

      
        
           

        

        
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      Section
        5.9.  Undertaking
        to Pay Costs.  All
        parties to this Indenture agree, and each holder of any Debenture by his
        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;
        provided,
        however,
        that
        the provisions of this Section 5.9 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 Debentures outstanding, or 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 Debenture against the Company on or after the same shall
        have
        become due and payable.

       

      ARTICLE
        VI.

      CONCERNING
        THE TRUSTEE

       

      Section
        6.1.  Duties
        and Responsibilities of Trustee.  With
        respect to the holders of Debentures issued hereunder, the Trustee, prior
        to the
        occurrence of an Event of Default with respect to the Debentures and after
        the
        curing or waiving of all Events of Default which may have occurred, with
        respect
        to the Debentures, undertakes to perform such duties and only such duties
        as are
        specifically set forth in this Indenture, and no implied covenants shall
        be read
        into this Indenture against the Trustee. In case an Event of Default with
        respect to the Debentures 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 man would exercise or use under the circumstances in the conduct
        of his
        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, except that:

       

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

       

      (1)  the
        duties and obligations of the Trustee with respect to Debentures 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 Debentures as are specifically set forth in this Indenture,
        and no implied covenants or obligations shall be read into this Indenture
        against the Trustee, and

       

      (2)  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 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; and

       

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

       

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

       

      Section
        6.2.  Reliance
        on Documents, Opinions, etc.  Except
        as
        otherwise provided in Section 6.1:

       

      (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 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;

       

      (e)  the
        Trustee shall not be liable for any action taken or omitted by it in good
        faith
        and 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 Debentures (that has not been cured or waived)
        to
        exercise with respect to Debentures 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 man would exercise or use under the circumstances
        in the
        conduct of his 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
        not
        less than a majority in aggregate principal amount of the outstanding Debentures
        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;

       

      
        
           

        

        
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      (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; and

       

      (h)  with
        the
        exceptions of defaults under Sections 5.1(a) or (b), the Trustee shall not
        be
        charged with knowledge of any Default or Event of Default with respect to
        the
        Debentures unless a 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
        Debentures or by any holder of the Debentures.

       

      Section
        6.3.  No
        Responsibility for Recitals, etc.  The
        recitals contained herein and in the Debentures (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 Debentures. The Trustee and the Authenticating
        Agent
        shall not be accountable for the use or application by the Company of any
        Debentures or the proceeds of any Debentures authenticated and delivered
        by the
        Trustee or the Authenticating Agent in conformity with the provisions of
        this
        Indenture.

       

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

       

      Section
        6.5.  Moneys
        to be Held in Trust.  Subject
        to the provisions of Section 12.4, 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 shall be paid from time to time upon the written order
        of the
        Company, signed by the Chairman of the Board of Directors, the Chief Executive
        Officer, the President, a Managing Director, a Vice President, the Treasurer
        or
        an Assistant Treasurer of the Company.

       

      Section
        6.6.  Compensation
        and Expenses of Trustee.  The
        Company covenants and agrees to pay or reimburse the Trustee upon its request
        for all reasonable expenses, disbursements and advances incurred or made
        by the
        Trustee in accordance with any of the provisions of this Indenture (including
        the reasonable compensation and the expenses and disbursements of its counsel
        and of all Persons not regularly in its employ) except any such expense,
        disbursement or advance as may arise from its negligence or willful misconduct.
        For purposes of clarification, this Section 6.6 does not contemplate the
        payment by the Company of acceptance or annual administration fees owing
        to the
        Trustee pursuant to the services to be provided by the Trustee under this
        Indenture or the fees and expenses of the Trustee’s counsel in connection with
        the closing of the transactions contemplated by this Indenture. The Company
        also
        covenants to indemnify each of the Trustee or 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) incurred without negligence
        or
        willful misconduct on the part of the Trustee and arising out of or in
        connection with the acceptance or administration of this trust, including
        the
        costs and expenses of defending itself against any claim of liability. The
        obligations of the Company under this Section 6.6 to compensate and
        indemnify the Trustee and to pay or reimburse the Trustee for expenses,
        disbursements and advances shall constitute additional indebtedness hereunder.
        Such additional indebtedness shall be secured by a lien prior to that of
        the
        Debentures 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
        Debentures.

       

      
        
           

        

        
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      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 Section 5.1(d), (e) or (f), 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 Debenture 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 Debentures or otherwise
        advance
        funds to or on behalf of the Company.

       

      Section
        6.7.  Officers’
        Certificate as Evidence.  Except
        as
        otherwise provided in Sections 6.1 and 6.2, 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 or willful
        misconduct on the part of the Trustee, be deemed to be conclusively proved
        and
        established by an Officers’ Certificate delivered to the Trustee, and such
        certificate, in the absence of negligence or willful misconduct on the part
        of
        the Trustee, shall be full warrant to the Trustee for any action taken or
        omitted by it under the provisions of this Indenture upon the faith
        thereof.

       

      Section
        6.8.  Eligibility
        of Trustee.  The
        Trustee hereunder shall at all times be a corporation organized and doing
        business under the laws of the United States of America or any state or
        territory thereof or of the District of Columbia or a corporation or other
        Person authorized under such laws to exercise corporate trust powers, having
        (or
        whose obligations under this Indenture are guaranteed by an affiliate having)
        a
        combined capital and surplus of at least 50 million U.S. dollars
        ($50,000,000.00) and subject to supervision or examination by federal, state,
        territorial, or District of Columbia authority. If such corporation publishes
        reports of condition at least annually, pursuant to law or to the requirements
        of the aforesaid supervising or examining authority, then for the purposes
        of
        this Section 6.8 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
        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.

       

      In
        case
        at any time the Trustee shall cease to be eligible in accordance with the
        provisions of this Section 6.8, the Trustee shall resign immediately in the
        manner and with the effect specified in Section 6.9.

       

      If
        the
        Trustee has or shall acquire any “conflicting interest” within the meaning of §
310(b) of the Trust Indenture Act of 1939, the Trustee shall either eliminate
        such interest or resign, to the extent and in the manner described by this
        Indenture.

       

      
        
           

        

        
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      Section
        6.9.  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 Debentures at
        their addresses as they shall appear on the Debenture 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 Debenture or Debentures for at least six months may, subject
        to
        the provisions of Section 5.9, on behalf of himself and all others
        similarly situated, petition any such court for the appointment of a successor
        Trustee. Such court may thereupon, after such notice, if any, as it may deem
        proper and prescribe, appoint a successor Trustee.

       

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

       

      (1)  the
        Trustee shall fail to comply with the provisions of Section 6.8 after
        written request therefor by the Company or by any Securityholder who has
        been a
        bona fide holder of a Debenture or Debentures for at least 6 months,
        or

       

      (2)  the
        Trustee shall cease to be eligible in accordance with the provisions of
        Section 6.8 and shall fail to resign after written request therefor by the
        Company or by any such Securityholder, or

       

      (3)  the
        Trustee shall become incapable of acting, or shall be adjudged as bankrupt
        or
        insolvent, or a receiver of the Trustee 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 5.9, any Securityholder who has been a bona fide holder of a
        Debenture or Debentures for at least 6 months may, on behalf of himself and
        all others similarly situated, petition any court of competent jurisdiction
        for
        the removal of the Trustee and the appointment of a successor Trustee. Such
        court may thereupon, after such notice, if any, as it may deem proper and
        prescribe, remove the Trustee and appoint successor Trustee.

       

      (c)  Upon
        prior written notice to the Company and the Trustee, the holders of a majority
        in aggregate principal amount of the Debentures 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 10 Business Days after
        such
        nomination the Company objects thereto, 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 6.9 provided, may petition any court of
        competent jurisdiction for an appointment of a successor.

       

      (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.

       

      
        
           

        

        
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      Section
        6.10.  Acceptance
        by Successor Trustee.  Any
        successor Trustee appointed as provided in Section 6.9 shall execute,
        acknowledge and deliver to the Company and to its predecessor Trustee an
        instrument accepting such appointment hereunder, and thereupon the resignation
        or removal of the retiring Trustee shall become effective and such successor
        Trustee, without any further act, deed or conveyance, shall become vested
        with
        all the rights, powers, duties and obligations with respect to the Debentures
        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 any
        amounts
        then due it pursuant to the provisions of Section 6.6, execute and deliver
        an instrument transferring to such successor Trustee all the rights and powers
        of the Trustee so ceasing to act and shall duly assign, transfer and deliver
        to
        such successor Trustee all property and money held by such retiring Trustee
        thereunder. Upon request of any such successor Trustee, the 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 6.6.

       

      If
        a
        successor Trustee is appointed, the Company, the retiring Trustee and the
        successor Trustee shall execute and deliver an indenture supplemental hereto
        which shall contain such provisions as shall be deemed necessary or desirable
        to
        confirm that all the rights, powers, trusts and duties of the retiring Trustee
        with respect to the Debentures as to which the predecessor Trustee is not
        retiring shall continue to be vested in the predecessor Trustee, and shall
        add
        to or change any of the provisions of this Indenture as shall be necessary
        to
        provide for or facilitate the administration of the Trust hereunder by more
        than
        one Trustee, it being understood that nothing herein or in such supplemental
        indenture shall constitute such Trustees co-trustees of the same trust and
        that
        each such Trustee shall be Trustee of a trust or trusts hereunder separate
        and
        apart from any trust or trusts hereunder administered by any other such
        Trustee.

       

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

       

      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 6.10, the Company shall mail notice of the succession of such
        Trustee hereunder to the holders of Debentures at their addresses as they
        shall
        appear on the Debenture Register. If the Company fails to mail such notice
        within 10 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
        such
        corporation shall be otherwise eligible and qualified under this
        Article.

       

      In
        case
        at the time such successor to the Trustee shall succeed to the trusts created
        by
        this Indenture any of the Debentures 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 Debentures so
        authenticated; and in case at that time any of the Debentures shall not have
        been authenticated, any successor to the Trustee may authenticate such
        Debentures 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 Debentures 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 Debentures in the name of any predecessor Trustee shall apply
        only to its successor or successors by merger, conversion or
        consolidation.

       

      
        
           

        

        
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      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 Debentures 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 Debentures; 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
        Debentures. 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
        or territory thereof or of the District of Columbia authorized under such
        laws
        to act as Authenticating Agent, having a combined capital and surplus of
        at
        least $50,000,000.00 and being subject to supervision or examination by federal,
        state, territorial 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 6.12
        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 6.12 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 Debentures
        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 6.12, the Trustee may, and upon the request of the Company
        shall, promptly appoint a successor Authenticating Agent eligible under this
        Section 6.12, shall give written notice of such appointment to the Company
        and shall mail notice of such appointment to all holders of Debentures as
        the
        names and addresses of such holders appear on the Debenture Register. Any
        successor Authenticating Agent upon acceptance of its appointment hereunder
        shall become vested with all rights, powers, duties and responsibilities
        with
        respect to the Debentures of its predecessor hereunder, with like effect
        as if
        originally named as Authenticating Agent herein.

       

      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
        7.1.  Action
        by Securityholders.  Whenever
        in this Indenture it is provided that the holders of a specified percentage
        in
        aggregate principal amount of the Debentures 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 in person or by agent or proxy appointed
        in writing, or (b) by the record of such holders of Debentures voting in
        favor thereof at any meeting of such Securityholders duly called and held
        in
        accordance with the provisions of Article VIII, or (c) by a
        combination of such instrument or instruments and any such record of such
        a
        meeting of such Securityholders or (d) by any other method the Trustee
        deems satisfactory.

       

      
        
           

        

        
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      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 Debentures 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
        Debentures 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 Debentures 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 6 months after the record
        date.

       

      Section
        7.2.  Proof
        of Execution by Securityholders.  Subject
        to the provisions of Section 6.1, 6.2 and 8.5, proof of the execution of
        any instrument by a Securityholder or his agent or proxy shall be sufficient
        if
        made in accordance with such reasonable rules and regulations as may be
        prescribed by the Trustee or in such manner as shall be satisfactory to the
        Trustee. The ownership of Debentures shall be proved by the Debenture Register
        or by a certificate of the Debenture 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 8.6.

       

      Section
        7.3.  Who
        Are Deemed Absolute Owners.  Prior
        to
        due presentment for registration of transfer of any Debenture, the Company,
        the
        Trustee, any Authenticating Agent, any paying agent, any transfer agent and
        any
        Debenture registrar may deem the Person in whose name such Debenture shall
        be
        registered upon the Debenture Register to be, and may treat him as, the absolute
        owner of such Debenture (whether or not such Debenture shall be overdue)
        for the
        purpose of receiving payment of or on account of the principal of, premium,
        if
        any, and interest on such Debenture and for all other purposes; and neither
        the
        Company nor the Trustee nor any Authenticating Agent nor any paying agent
        nor
        any transfer agent nor any Debenture registrar shall be affected by any notice
        to the contrary. All such payments so made to any holder for the time being
        or
        upon his 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 Debenture.

       

      Section
        7.4.  Debentures
        Owned by Company Deemed Not Outstanding.  In
        determining whether the holders of the requisite aggregate principal amount
        of
        Debentures have concurred in any direction, consent or waiver under this
        Indenture, Debentures which are owned by the Company or any other obligor
        on the
        Debentures or by any Person directly or indirectly controlling or controlled
        by
        or under direct or indirect common control with the Company or any other
        obligor
        on the Debentures shall be disregarded and deemed not to be outstanding for
        the
        purpose of any such determination; provided,
        however,
        that
        for the purposes of determining whether the Trustee shall be protected in
        relying on any such direction, consent or waiver, only Debentures which a
        Responsible Officer of the Trustee actually knows are so owned shall be so
        disregarded. Debentures so owned which have been pledged in good faith may
        be
        regarded as outstanding for the purposes of this Section 7.4 if the pledgee
        shall establish to the satisfaction of the Trustee the pledgee’s right to vote
        such Debentures 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
        7.5.  Revocation
        of Consents; Future Holders Bound.  At
        any
        time prior to (but not after) the evidencing to the Trustee, as provided
        in
        Section 7.1, of the taking of any action by the holders of the percentage
        in aggregate principal amount of the Debentures specified in this Indenture
        in
        connection with such action, any holder (in cases where no record date has
        been
        set pursuant to Section 7.1) or any holder as of an applicable record date
        (in cases where a record date has been set pursuant to Section 7.1) of a
        Debenture (or any Debenture 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 Debentures 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 7.2, revoke such
        action so far as concerns such Debenture (or so far as concerns the principal
        amount represented by any exchanged or substituted Debenture). Except as
        aforesaid any such action taken by the holder of any Debenture shall be
        conclusive and binding upon such holder and upon all future holders and owners
        of such Debenture, and of any Debenture 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 Debenture or any Debenture
        issued in exchange or substitution therefor.

       

      ARTICLE
        VIII.

      SECURITYHOLDERS’
        MEETINGS

       

      Section
        8.1.  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 9.2; 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 Debentures under any other
        provision of this Indenture or under applicable law.

       

      Section
        8.2.  Call
        of Meetings by Trustee.  The
        Trustee may at any time call a meeting of Securityholders to take any action
        specified in Section 8.1, to be held at such time and at such place 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 Debentures
        affected at their addresses as they shall appear on the Debentures Register
        and,
        if the Company is not a holder of Debentures, to the Company. Such notice
        shall
        be mailed not less than 20 nor more than 180 days prior to the date fixed
        for the meeting.

       

      
        
           

        

        
          37

          
            

          

        

        
           

        

      

       

      Section
        8.3.  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 Debentures, 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 for such meeting and may call such meeting to take any action authorized
        in Section 8.1, by mailing notice thereof as provided in
        Section 8.2.

       

      Section
        8.4.  Qualifications
        for Voting.  To
        be
        entitled to vote at any meeting of Securityholders a Person shall (a) be a
        holder of one or more Debentures with respect to which the meeting is being
        held
        or (b) a Person appointed by an instrument in writing as proxy by a holder
        of one or more such Debentures. 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
        8.5.  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 Debentures and of the appointment of proxies,
        and in regard to the appointment and duties of inspectors of votes, the
        submission and examination of proxies, certificates and other evidence of
        the
        right to vote, and such other matters concerning the conduct of the meeting
        as
        it shall think fit.

       

      The
        Trustee shall, by an instrument in writing, appoint a temporary chairman
        of the
        meeting, unless the meeting shall have been called by the Company or by
        Securityholders as provided in Section 8.3, 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 of the
        meeting.

       

      Subject
        to the provisions of Section 7.4, at any meeting each holder of Debentures
        with respect to which such meeting is being held or proxy therefor shall
        be
        entitled to one vote for each $1,000.00 principal amount of Debentures held
        or
        represented by him; provided,
        however,
        that no
        vote shall be cast or counted at any meeting in respect of any Debenture
        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 Debentures held by him or instruments in writing as aforesaid
        duly
        designating him as the Person to vote on behalf of other Securityholders.
        Any
        meeting of Securityholders duly called pursuant to the provisions of
        Section 8.2 or 8.3 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
        8.6.  Voting.  The
        vote
        upon any resolution submitted to any meeting of holders of Debentures 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 Debentures 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 8.2. The record shall show the
        serial numbers of the Debentures 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.

       

      
        
           

        

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

       

      Section
        8.7.  Quorum;
        Actions.  The
        Persons entitled to vote a majority in principal amount of the Debentures
        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 principal
        amount
        of the Debentures then outstanding, the Persons holding or representing such
        specified percentage in principal amount of the Debentures 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 8.2, except that such notice need be given
        only once not less than 5 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 principal
        amount
        of the Debentures then outstanding which shall constitute a quorum.

       

      Except
        as
        limited by the provisos in the first paragraph of Section 9.2, 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 principal amount of the Debentures then outstanding;
        provided,
        however,
        that,
        except as limited by the provisos in the first paragraph of Section 9.2,
        any resolution with respect to any consent, waiver, request, demand, notice,
        authorization, direction or other action which this Indenture expressly provides
        may be given by the holders of not less than a specified percentage in principal
        amount of the Debentures then outstanding may be adopted at a meeting or
        an
        adjourned meeting duly reconvened and at which a quorum is present as aforesaid
        only by the affirmative vote of the holders of a not less than such specified
        percentage in principal amount of the Debentures then outstanding.

       

      Any
        resolution passed or decision taken at any meeting of holders of Debentures
        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
        9.1.  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:

       

      
        
           

        

        
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      (a)  to
        evidence the succession of another Person to the Company, or successive
        successions, and the assumption by the successor Person 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 Debentures as the Board of Directors
        shall
        consider to be for the protection of the holders of such Debentures, 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;

       

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

       

      (d)  to
        add
        to, delete from, or revise the terms of Debentures, including, without
        limitation, any terms relating to the issuance, exchange, registration or
        transfer of Debentures, including to provide for transfer procedures and
        restrictions substantially similar to those applicable to the Capital Securities
        as required by Section 2.5 (for purposes of assuring that no registration
        of Debentures is required under the Securities Act); provided,
        however,
        that
        any such action shall not adversely affect the interests of the holders of
        the
        Debentures then outstanding (it being understood, for purposes of this proviso,
        that transfer restrictions on Debentures substantially similar to those that
        were applicable to Capital Securities shall not be deemed to materially
        adversely affect the holders of the Debentures);

       

      (e)  to
        evidence and provide for the acceptance of appointment hereunder by a successor
        Trustee with respect to the Debentures 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;

       

      (f)  to
        make
        any change (other than as elsewhere provided in this paragraph) 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 Debentures, to establish the form of any certifications required to be
        furnished pursuant to the terms of this Indenture or the Debentures, or to
        add
        to the rights of the holders of Debentures.

       

      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 9.1 may
        be executed by the Company and the Trustee without the consent of the holders
        of
        any of the Debentures at the time outstanding, notwithstanding any of the
        provisions of Section 9.2.

       

      
        
           

        

        
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      Section
        9.2.  Supplemental
        Indentures with Consent of Securityholders.  With
        the
        consent (evidenced as provided in Section 7.1) of the holders of not less
        than a majority in aggregate principal amount of the Debentures at the time
        outstanding affected by such supplemental indenture (voting as a class),
        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
        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
        Debentures; provided,
        however,
        that no
        such supplemental indenture shall without the consent of the holders of each
        Debenture then outstanding and affected thereby (i) change the fixed
        maturity of any Debenture, or reduce the principal amount thereof or any
        premium
        thereon, or reduce the rate or extend the time of payment of interest thereon,
        or reduce any amount payable on redemption thereof or make the principal
        thereof
        or any interest or premium thereon payable in any coin or currency other
        than
        that provided in the Debentures, or impair or affect the right of any
        Securityholder to institute suit for payment thereof or impair the right
        of
        repayment, if any, at the option of the holder, or (ii) reduce the
        aforesaid percentage of Debentures the holders of which are required to consent
        to any such supplemental indenture; provided further,
        however,
        that if
        the Debentures are held by a trust or a trustee of such trust, such supplemental
        indenture shall not be effective until the holders of a majority in Liquidation
        Amount of Trust Securities shall have consented to such supplemental indenture;
        provided further,
        however,
        that if
        the consent of the Securityholder of each outstanding Debenture is required,
        such supplemental indenture shall not be effective until each holder of the
        Trust 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 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 Debenture 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 9.2 to approve the particular form of any proposed supplemental
        indenture, but it shall be sufficient if such consent shall approve the
        substance thereof.

       

      Section
        9.3.  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 Debentures shall thereafter be determined,
        exercised and enforced hereunder subject in all respects to such modifications
        and amendments and all the terms and conditions of any such supplemental
        indenture shall be and be deemed to be part of the terms and conditions of
        this
        Indenture for any and all purposes.

       

      Section
        9.4.  Notation
        on Debentures.  Debentures
        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 Debentures 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 Debentures then
        outstanding.

       

      
        
           

        

        
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      Section
        9.5.  Evidence
        of Compliance of Supplemental Indenture to be Furnished to
        Trustee.  The
        Trustee, subject to the provisions of Sections 6.1 and 6.2, shall, in
        addition to the documents required by Section 14.6, receive an Officers’
Certificate and an Opinion of Counsel as conclusive evidence that any
        supplemental indenture executed pursuant hereto complies with the requirements
        of this Article IX. The Trustee shall 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
        10.1.  Optional
        Redemption.  The
        Company shall have the right (subject to the receipt by the Company of prior
        approval (i) if the Company is a bank holding company, from the Federal
        Reserve, if then required under applicable capital guidelines or policies
        of the
        Federal Reserve or (ii) if the Company is a savings and loan holding
        company, from the OTS, if then required under applicable capital guidelines
        or
        policies of the OTS) to redeem the Debentures, in whole or in part, but in
        all
        cases in a principal amount with integral multiples of $1,000.00, on any
        Interest Payment Date on or after the Interest Payment Date in September
        2012
        (the “Redemption
        Date”),
        at
        the Redemption Price.

       

      Section
        10.2.  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 (i) if the Company
        is a bank holding company, from the Federal Reserve, if then required under
        applicable capital guidelines or policies of the Federal Reserve or (ii) if
        the Company is a savings and loan holding company, from the OTS, if then
        required under applicable capital guidelines or policies of the OTS) to redeem
        the Debentures in whole, but not in part, at any Interest Payment Date, within
        120 days following the occurrence of such Special Event (the “Special
        Redemption Date”)
        at the
        Special Redemption Price.

       

      Section
        10.3.  Notice
        of Redemption; Selection of Debentures.  In
        case
        the Company shall desire to exercise the right to redeem all, or, as the
        case
        may be, any part of the Debentures, it shall cause to be mailed a notice
        of such
        redemption at least 30 and not more than 60 days prior to the Redemption
        Date or the Special Redemption Date to the holders of Debentures so to be
        redeemed as a whole or in part at their last addresses as the same appear
        on the
        Debenture 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
        Debenture designated for redemption as a whole or in part shall not affect
        the
        validity of the proceedings for the redemption of any other
        Debenture.

       

      Each
        such
        notice of redemption shall specify the CUSIP number, if any, of the Debentures
        to be redeemed, the Redemption Date or the Special Redemption Date, as
        applicable, the Redemption Price or the Special Redemption Price, as applicable,
        at which Debentures are to be redeemed, the place or places of payment, that
        payment will be made upon presentation and surrender of such Debentures,
        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 Debentures
        are
        to be redeemed the notice of redemption shall specify the numbers of the
        Debentures to be redeemed. In case the Debentures 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 Debenture, a new Debenture or Debentures
        in
        principal amount equal to the unredeemed portion thereof will be
        issued.

       

      
        
           

        

        
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      Prior
        to
        10:00 a.m. New York City time on the Redemption Date or Special Redemption
        Date,
        as applicable, the Company will deposit with the Trustee or with one or more
        paying agents an amount of money sufficient to redeem on the Redemption Date
        or
        the Special Redemption Date, as applicable, all the Debentures so called
        for
        redemption at the appropriate Redemption Price or Special Redemption
        Price.

       

      If
        all,
        or less than all, the Debentures are to be redeemed, the Company will give
        the
        Trustee notice not less than 45 nor more than 60 days, respectively, prior
        to the Redemption Date or Special Redemption Date, as applicable, as to the
        aggregate principal amount of Debentures to be redeemed and the Trustee shall
        select, in such manner as in its sole discretion it shall deem appropriate
        and
        fair, the Debentures or portions thereof (in integral multiples of $1,000.00)
        to
        be redeemed.

       

      Section
        10.4.  Payment
        of Debentures Called for Redemption.  If
        notice
        of redemption has been given as provided in Section 10.3, the Debentures or
        portions of Debentures with respect to which such notice has been given shall
        become due and payable on the Redemption Date or Special Redemption Date,
        as
        applicable, and at the place or places stated in such notice at the applicable
        Redemption Price or Special Redemption Price and on and after said date (unless
        the Company shall default in the payment of such Debentures at the Redemption
        Price or Special Redemption Price, as applicable) interest on the Debentures
        or
        portions of Debentures so called for redemption shall cease to accrue. On
        presentation and surrender of such Debentures at a place of payment specified
        in
        said notice, such Debentures or the specified portions thereof shall be paid
        and
        redeemed by the Company at the applicable Redemption Price or Special Redemption
        Price.

       

      Upon
        presentation of any Debenture 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 Debenture or Debentures of
        authorized denominations, in principal amount equal to the unredeemed portion
        of
        the Debenture so presented.

       

      ARTICLE
        XI.

      CONSOLIDATION,
        MERGER, SALE, CONVEYANCE AND LEASE

       

      Section
        11.1.  Company
        May Consolidate, etc., on Certain Terms.  Nothing
        contained in this Indenture or in the Debentures shall prevent any consolidation
        or merger of the Company with or into any other Person (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 the property
        of
        the Company or its successor or successors as an entirety, or substantially
        as
        an entirety, to any other Person (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, upon any such consolidation,
        merger (where the Company is not the surviving corporation), sale, conveyance,
        transfer or other disposition, the due and punctual payment of the principal
        of
        (and premium, if any) and interest on all of the Debentures in accordance
        with
        their terms, according to their tenor, and the due and punctual performance
        and
        observance of all the covenants and conditions of this Indenture to be kept
        or
        performed by the Company, shall be expressly assumed by supplemental indenture
        satisfactory in form to the Trustee executed and delivered to the Trustee
        by the
        entity formed by such consolidation, or into which the Company shall have
        been
        merged, or by the entity which shall have acquired such property.

       

      Section
        11.2.  Successor
        Entity to be Substituted.  In
        case
        of any such consolidation, merger, sale, conveyance, transfer or other
        disposition and upon the assumption by the successor entity, by supplemental
        indenture, executed and delivered to the Trustee and 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 Debentures 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 entity 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 Debentures. Such
        successor entity thereupon may cause to be signed, and may issue in its own
        name, any or all of the Debentures 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 entity 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 Debentures 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 Debentures which such successor entity thereafter
        shall
        cause to be signed and delivered to the Trustee or the Authenticating Agent
        for
        that purpose. All the Debentures so issued shall in all respects have the
        same
        legal rank and benefit under this Indenture as the Debentures theretofore
        or
        thereafter issued in accordance with the terms of this Indenture as though
        all
        of such Debentures had been issued at the date of the execution
        hereof.

       

      
        
           

        

        
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      Section
        11.3.  Opinion
        of Counsel to be Given to Trustee.  The
        Trustee, subject to the provisions of Sections 6.1 and 6.2, shall receive,
        in addition to the Opinion of Counsel required by Section 9.5, 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.

       

      ARTICLE
        XII.

      SATISFACTION
        AND DISCHARGE OF INDENTURE

       

      Section
        12.1.  Discharge
        of Indenture.  When

       

      
        	 	
                (a)

              	
                the
                  Company shall deliver to the Trustee for cancellation all Debentures
                  theretofore authenticated (other than any Debentures which shall
                  have been
                  destroyed, lost or stolen and which shall have been replaced or
                  paid as
                  provided in Section 2.6) and not theretofore canceled, or
                  

              


      

       

      
        	 	
                (b)

              	
                all
                  the Debentures 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 1 year or are to be called for redemption
                  within 1 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 Debentures
                  (other than any Debentures which shall have been destroyed, lost
                  or stolen
                  and which shall have been replaced or paid as provided in
                  Section 2.6) not theretofore canceled or delivered to the Trustee for
                  cancellation, including principal and premium, if any, and interest
                  due or
                  to become due to such date of maturity or 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 Debentures
                  (1) theretofore repaid to the Company in accordance with the
                  provisions of Section 12.4, 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 clause (b) 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 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall
        survive until such Debentures shall mature and be paid. Thereafter,
        Sections 6.6 and 12.4 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 agrees to reimburse
        the Trustee for any costs or expenses thereafter reasonably and properly
        incurred by the Trustee in connection with this Indenture or the
        Debentures.

       

      
        
           

        

        
          44

          
            

          

        

        
           

        

      

       

      Section
        12.2.  Deposited
        Moneys to be Held in Trust by Trustee.  Subject
        to the provisions of Section 12.4, all moneys deposited with the Trustee
        pursuant to Section 12.1 shall be held in trust in a non-interest bearing
        account 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 Debentures for the payment of which such moneys have been
        deposited with the Trustee, of all sums due and to become due thereon for
        principal, and premium, if any, and interest.

       

      Section
        12.3.  Paying
        Agent to Repay Moneys Held.  Upon
        the
        satisfaction and discharge of this Indenture all moneys then held by any
        paying
        agent of the Debentures (other than the Trustee) shall, upon demand of the
        Company, be repaid to it or paid to the Trustee, and thereupon such paying
        agent
        shall be released from all further liability with respect to such
        moneys.

       

      Section
        12.4.  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 Debentures and not
        applied
        but remaining unclaimed by the holders of Debentures for 2 years after the
        date
        upon which the principal of, and premium, if any, or interest on such
        Debentures, as the case may be, shall have become due and payable, shall,
        subject to applicable escheatment laws, be repaid to the Company by the Trustee
        or such paying agent on written demand; and the holder of any of the Debentures
        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
        13.1.  Indenture
        and Debentures Solely Corporate Obligations.  No
        recourse for the payment of the principal of or premium, if any, or interest
        on
        any Debenture, or for any claim based thereon or otherwise in respect thereof,
        and no recourse under or upon any obligation, covenant or agreement of the
        Company in this Indenture or in any supplemental indenture, or in any such
        Debenture, or because of the creation of any indebtedness represented thereby,
        shall be had against any incorporator, stockholder, employee, officer or
        director, as such, past, present or future, of the Company or of any successor
        Person of the Company, either directly or through the Company or any successor
        Person 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 Debentures.

       

      ARTICLE
        XIV.

      MISCELLANEOUS
        PROVISIONS

       

      Section
        14.1.  Successors.  

       

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

       

      
        
           

        

        
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      Section
        14.2.  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.

       

      Section
        14.3.  Surrender
        of Company Powers.  The
        Company by instrument in writing executed by authority of at least 2/3
        (two-thirds) of its Board of Directors and delivered to the Trustee may
        surrender any of 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
        14.4.  Addresses
        for Notices, etc.  Any
        notice, consent, direction, request, authorization, waiver or demand which
        by
        any provision of this Indenture is required or permitted to be given, made,
        furnished or served by the Trustee or by the Securityholders on or to 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 the purpose)
        to
        the Company, 201 Maple Street, Carrollton, Georgia 30117, Attention:
        Steven J. Haack. Any notice, consent, direction, request, authorization,
        waiver 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 the Trustee, addressed to the Trustee,
        Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-1600,
        Attention: Corporate Trust Administration. Any notice, consent, direction,
        request, authorization, waiver or demand on or to any Securityholder shall
        be
        deemed to have been sufficiently given or made, for all purposes, if given
        or
        made in writing at the address set forth in the Debenture Register.

       

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

       

      Section
        14.6.  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.

       

      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 shall include (1) a statement that the person making such
        certificate or opinion has read such covenant or condition; (2) 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; (3) a statement that, in the opinion of such person, he has made
        such examination or investigation as is necessary to enable him to express
        an
        informed opinion as to whether or not such covenant or condition has been
        complied with; and (4) a statement as to whether or not in the opinion of
        such person, such condition or covenant has been complied with.

       

      Section
        14.7.  Table
        of Contents, Headings, etc.  The
        table
        of contents and the titles and headings of the articles 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.

       

      
        
           

        

        
          46

          
            

          

        

        
           

        

      

       

      Section
        14.8.  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
        14.9.  Separability.  In
        case
        any one or more of the provisions contained in this Indenture or in the
        Debentures 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 Debentures, but this Indenture
        and such Debentures shall be construed as if such invalid or illegal or
        unenforceable provision had never been contained herein or therein.

       

      Section
        14.10.  Assignment.  The
        Company will have the right at all times to assign any of its rights or
        obligations under this Indenture to a direct or indirect wholly owned Subsidiary
        of the Company, provided 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 hereto.

       

      Section
        14.11.  Acknowledgment
        of Rights.  The
        Company agrees that, with respect to any Debentures held by the Trust or
        the
        Institutional Trustee of the Trust, if the Institutional Trustee of the Trust
        fails to enforce its rights under this Indenture as the holder of Debentures
        held as the assets of such Trust after the holders of a majority in Liquidation
        Amount of the Capital Securities of such Trust have so directed such
        Institutional 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 Institutional 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) or principal on the Debentures on the
        date
        such interest (or premium, if any) or principal is otherwise payable (or
        in the
        case of redemption, on the redemption date), the Company agrees that a holder
        of
        record of 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 Debentures 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 specified
        in the Debentures.

       

      ARTICLE
        XV.

      SUBORDINATION
        OF DEBENTURES

       

      Section
        15.1.  Agreement
        to Subordinate.  The
        Company covenants and agrees, and each holder of Debentures by such
        Securityholder’s acceptance thereof likewise covenants and agrees, that all
        Debentures shall be issued subject to the provisions of this Article XV;
        and each holder of a Debenture, 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 principal of, and premium, if any, and interest
        on
        all Debentures 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; provided,
        however,
        that
        the Debentures shall rank pari
        passu
        in all
        material respects with any current indebtedness, liabilities or obligations
        of
        the Company, or any Subsidiary of the Company, under debt securities (or
        guarantees in respect of debt securities) issued to any trust, or a trustee
        of a
        trust, partnership or other entity affiliated with the Company that is, directly
        or indirectly, a finance subsidiary (as such term is defined in Rule 3a-5
        under
        the Investment Company Act of 1940) or other financing vehicle of the Company
        or
        any Subsidiary of the Company in connection with the issuance by that entity
        of
        preferred securities or other securities that are eligible to qualify for
        Tier 1 capital treatment (or its then equivalent) for purposes of the
        capital adequacy guidelines of the Federal Reserve, as then in effect and
        applicable to the Company.

       

      
        
           

        

        
          47

          
            

          

        

        
           

        

      

       

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

       

      Section
        15.2.  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 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 principal (including
        redemption) of, or premium, if any, or interest on the Debentures.

       

      In
        the
        event that, notwithstanding the foregoing, any payment shall be received
        by the
        Trustee when such payment is prohibited by the preceding paragraph of this
        Section 15.2, such payment shall, subject to Section 15.7, 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 a 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
        15.3.  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 or winding-up or 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
        account
        of the principal (and premium, if any) or interest on the Debentures. Upon
        any
        such dissolution or winding-up or 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 (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
        before
        all Senior Indebtedness is paid in full, or provision is made for such payment
        in money in accordance with its terms, such payment or distribution shall
        be
        held in trust for the benefit of and shall be paid over or delivered 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, 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.

       

      
        
           

        

        
          48

          
            

          

        

        
           

        

      

       

      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 Debentures to the payment of all Senior Indebtedness, that
        may at
        the time be outstanding, provided that (i) such Senior Indebtedness is
        assumed by the new corporation, if any, resulting from any such reorganization
        or readjustment, and (ii) 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 or transfer 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 15.2 or in this
        Section shall apply to claims of, or payments to, the Trustee under or pursuant
        to Section 6.6 of this Indenture.

       

      Section
        15.4.  Subrogation.  Subject
        to the payment in full of all Senior Indebtedness, 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 the principal of (and premium,
        if
        any) and interest on the Debentures shall be paid in full. 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 Debentures 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 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 or in the
        Debentures is intended to or shall impair, as between the Company, its creditors
        other than the holders of Senior Indebtedness, and the holders of the
        Debentures, the obligation of the Company, which is absolute and unconditional,
        to pay to the holders of the Debentures the principal of (and premium, if
        any)
        and interest on the Debentures as and when the same shall become due and
        payable
        in accordance with their terms, or is intended to or shall affect the relative
        rights of the holders of the Debentures and creditors of the Company, other
        than
        the holders of Senior Indebtedness, nor shall anything herein or therein
        prevent
        the Trustee or the holder of any Debenture 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.

       

      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.

       

      
        
           

        

        
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      Section
        15.5.  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
        15.6.  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 monies to or by the Trustee in
        respect of the Debentures pursuant to the provisions of this Article XV.
        Notwithstanding the provisions of this Article XV or any other provision of
        this Indenture, the Trustee shall not be charged with knowledge of the existence
        of any facts that would prohibit the making of any payment of monies to or
        by
        the Trustee in respect of the Debentures 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 2 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 Debenture), 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 2 Business Days prior to
        such
        date.

       

      The
        Trustee, subject to the provisions of Article VI of this Indenture, shall
        be entitled to conclusively rely on the delivery to it of a written notice
        by a
        Person representing himself to be a holder of Senior Indebtedness (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
        15.7.  Rights
        of the Trustee; Holders of Senior Indebtedness.  The
        Trustee in its individual capacity shall be entitled to all the rights set
        forth
        in this Article XV in respect of any Senior Indebtedness at any time held
        by it, to the same extent as any other holder of Senior Indebtedness, and
        nothing in this Indenture shall deprive the Trustee of any of its rights
        as such
        holder.

       

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

       

      
        
           

        

        
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      Nothing
        in this Article XV shall apply to claims of, or payments to, the Trustee
        under or pursuant to Section 6.6.

       

      Section
        15.8.  Subordination
        May Not Be Impaired.  No
        right
        of any present or future holder of any Senior Indebtedness 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.

       

      Without
        in any way limiting the generality of the foregoing paragraph, the holders
        of
        Senior Indebtedness 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 Debentures to the holders of such Senior Indebtedness,
        do any
        one or more of the following: (i) change the manner, place or terms of
        payment or extend the time of payment of, or renew or alter, such Senior
        Indebtedness, or otherwise amend or supplement in any manner such Senior
        Indebtedness or any instrument evidencing the same or any agreement under
        which
        such Senior Indebtedness is outstanding; (ii) sell, exchange, release or
        otherwise deal with any property pledged, mortgaged or otherwise securing
        such
        Senior Indebtedness; (iii) release any Person liable in any manner for the
        collection of such Senior Indebtedness; and (iv) exercise or refrain from
        exercising any rights against the Company, and any other Person.

       

      Signatures
        appear on the following page


      
        
           

        

        
          51

          
            

          

        

        
           

        

      


      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.

      
        	 	 	 
	 	WGNB CORP.
	 
 	 
 	 
 
	 	By:  	/s/ H.B.
                Lipham III
	 	
                

                Name:
                  H.B. Lipham III

                Title:
                  Chief Executive Officer

              
	 	
              


      

      
        	 	 	 
	 	WILMINGTON
                TRUST
                COMPANY, as Trustee
	 
 	 
 	 
 
	 	By:  	/s/ Christopher
                J. Monigle
	 	
                

                Name:
                  Christopher J. Monigle

                Title:
                  Vice President

              
	 	 


      

      


      
        
           

        

        
          52

          
            

          

        

        
           

        

      

       

      EXHIBIT
        A

       

      FORM
        OF FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST
        DEBENTURE

       

      [FORM
        OF
        FACE OF SECURITY]

       

      THIS
        SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE
        UNITED
        STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL
        DEPOSIT
        INSURANCE CORPORATION.

       

      THIS
        SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
        (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
        SECURITIES LAW. 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 AND ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY
        BY ITS
        ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY
        ONLY
        (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS
        BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A PERSON WHOM THE
        SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
        MEETING THE REQUIREMENTS OF RULE 144A SO LONG AS THIS SECURITY IS ELIGIBLE
        FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE WITH RULE 144A,
        (D) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
        RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE
        SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE
        MEANING OF SUBPARAGRAPH (A) OF RULE 501 UNDER THE SECURITIES ACT THAT
        IS ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH
        AN
        INSTITUTIONAL 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, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM
        THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S
        RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER 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 BY ITS ACCEPTANCE HEREOF 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 THE SECURITIES OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER
        IS
        ELIGIBLE FOR EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR
        PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14
        OR
        ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY
        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 THE SECURITIES OR ANY
        INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING
        THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING
        OF
        SECTION 3(3) 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 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.

       

      
        
           

        

        
          A-1

          
            

          

        

        
           

        

      

       

      THIS
        SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN
        AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000.00 AND MULTIPLES OF
        $1,000.00 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A
        BLOCK
        HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000.00 SHALL BE DEEMED
        TO
        BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.

       

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

       

      IN
        CONNECTION WITH ANY TRANSFER, THE HOLDER 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.

       

      Floating
        Rate Junior Subordinated Deferrable Interest Debenture

       

      of

       

      WGNB
        Corp.

       

      July 2,
        2007

       

      WGNB
        Corp., a Georgia corporation (the “Company” which term includes any successor
        Person under the Indenture hereinafter referred to), for value received promises
        to pay to Wilmington Trust Company, not in its individual capacity but solely
        as
        Institutional Trustee for WGNB Statutory Trust I (the “Holder”) or
        registered assigns, the principal sum of ten million eight hundred twenty-five
        thousand dollars ($10,825,000.00) on September 15, 2037, and to pay
        interest on said principal sum from July 2, 2007, 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 15, June 15, September 15 and December 15 of each year
        or if such day is not a Business Day, then the next succeeding Business Day
        (each such date, an “Interest Payment Date”) (it being understood that interest
        accrues for any such non-Business Day), commencing on the Interest Payment
        Date
        in September 2007, at an annual rate equal to 6.91% beginning on (and including)
        the date of original issuance and ending on (but excluding) the Interest
        Payment
        Date in September 2007 and at an annual rate for each successive period
        beginning on (and including) the Interest Payment Date in September 2007,
        and
        each succeeding Interest Payment Date, and ending on (but excluding) the
        next
        succeeding Interest Payment Date (each a “Distribution Period”), equal to
        3-Month LIBOR, determined as described below, plus 1.55% (the “Coupon Rate”),
        applied to the principal amount hereof, until the principal hereof is paid
        or
        duly provided for or made available for payment, 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
        (including Additional Interest) at the Interest Rate in effect for each
        applicable period, compounded quarterly, from the dates such amounts are
        due
        until they are paid or made available for payment. The amount of interest
        payable for any period will be computed on the basis of the actual number
        of
        days in the Distribution Period concerned divided by 360. 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 Debenture (or one or more Predecessor Securities) is
        registered at the close of business on the regular record date for such interest
        installment, which shall be fifteen Business Days prior to the day on which
        the
        relevant Interest Payment Date occurs. Any such interest installment not
        so
        punctually paid or duly provided for shall forthwith cease to be payable
        to the
        Holder on such regular record date and may be paid to the Person in whose
        name
        this Debenture (or one or more Predecessor Securities) is registered at the
        close of business on a special record date.

       

      
        
           

        

        
          A-2

          
            

          

        

        
           

        

      

       

      “3-Month
        LIBOR” as used herein, means the London interbank offered interest rate for
        three-month U.S. dollar deposits determined by the Trustee in the following
        order of priority: (i) the rate (expressed as a percentage per annum) for
        U.S.
        dollar deposits having a three-month maturity that appears on Reuters Page
        LIBOR01 as of 11:00 a.m. (London time) on the related Determination Date
        (“Reuters Page LIBOR01” means the display designated as “LIBOR01” on Reuters or
        such other page as may replace Reuters Page LIBOR01 on that service or such
        other service or services as may be nominated by the British Bankers’
Association as the information vendor for the purpose of displaying London
        interbank offered rates for U.S. dollar deposits); (ii) if such rate cannot
        be
        identified on the related Determination Date, the Trustee will request the
        principal London offices of four leading banks in the London interbank market
        to
        provide such banks’ offered quotations (expressed as percentages per annum) to
        prime banks in the London interbank market for U.S. dollar deposits having
        a
        three-month maturity as of 11:00 a.m. (London time) on such Determination
        Date.
        If at least two quotations are provided, 3-Month LIBOR will be the arithmetic
        mean of such quotations; (iii) if fewer than two such quotations are
        provided as requested in clause (ii) above, the Trustee will request four
        major
        New York City banks to provide such banks’ offered quotations (expressed as
        percentages per annum) to leading European banks for loans in U.S. dollars
        as of
        11:00 a.m. (London time) on such Determination Date. If at least two such
        quotations are provided, 3-Month LIBOR will be the arithmetic mean of such
        quotations; and (iv) if fewer than two such quotations are provided as
        requested in clause (iii) above, 3-Month LIBOR will be a 3-Month LIBOR
        determined with respect to the Distribution Period immediately preceding
        such
        current Distribution Period. If the rate for U.S. dollar deposits having
        a
        three-month maturity that initially appears on Reuters Page LIBOR01 as of
        11:00
        a.m. (London time) on the related Determination Date is superseded on the
        Reuters Page LIBOR01 by a corrected rate by 12:00 noon (London time) on such
        Determination Date, then the corrected rate as so substituted on the applicable
        page will be the applicable 3-Month LIBOR for such Determination Date. As
        used
        herein, “Determination Date” means the date that is two London Banking Days
        (i.e., a business day in which dealings in deposits in U.S. dollars are
        transacted in the London interbank market) preceding the commencement of
        the
        relevant Distribution Period.

       

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

       

      All
        percentages resulting from any calculations on the Debentures 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)).

       

      The
        principal of and interest on this Debenture shall be payable at the office
        or
        agency of the Trustee (or other paying agent appointed by the Company)
        maintained for that purpose in any coin or currency of the United States
        of
        America that at the time of payment is legal tender for payment of public
        and
        private debts; provided,
        however,
        that
        payment of interest may be made by check mailed to the registered holder
        at such
        address as shall appear in the Debenture Register if a request for a wire
        transfer by such holder has not been received by the Company or by wire transfer
        to an account appropriately designated by the holder hereof. Notwithstanding
        the
        foregoing, so long as the holder of this Debenture is the Institutional Trustee,
        the payment of the principal of and interest on this Debenture will be made
        in
        immediately available funds at such place and to such account as may be
        designated by the Trustee.

       

      
        
           

        

        
          A-3

          
            

          

        

        
           

        

      

       

      So
        long
        as no Acceleration 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 Debentures by extending the
        interest payment period on the Debentures at any time and from time to time
        during the term of the Debentures, for up to 20 consecutive quarterly
        periods (each such extended interest payment period, an “Extension Period”),
        during which Extension Period no interest (including Additional Interest)
        shall
        be due and payable (except any Additional Sums that may be due and payable).
        No
        Extension Period may end on a date other than an Interest Payment Date. During
        an Extension Period, interest will continue to accrue on the Debentures,
        and
        interest on such accrued interest will accrue at an annual rate equal to
        the
        Interest Rate in effect for such Extension Period, compounded quarterly from
        the
        date such interest would have been payable were it not for the Extension
        Period,
        to the extent permitted by law (such interest referred to herein as “Additional
        Interest”). At the end of any such Extension Period the Company shall pay all
        interest then accrued and unpaid on the Debentures (together with Additional
        Interest thereon); provided,
        however,
        that no
        Extension Period may extend beyond the Maturity Date; provided further,
        however,
        that
        during any such Extension Period, the Company shall not and shall not permit
        any
        Affiliate to engage in any of the activities or transactions described on
        the
        reverse side hereof and in the Indenture. Prior to the termination of any
        Extension Period, the Company may further extend such period, provided that
        such
        period together with all such previous and further consecutive extensions
        thereof shall not exceed 20 consecutive quarterly periods, or extend beyond
        the Maturity Date. Upon the termination of any Extension Period and upon
        the
        payment of all accrued and unpaid interest and Additional Interest, the Company
        may commence a new Extension Period, subject to the foregoing requirements.
        No
        interest or Additional Interest shall be due and payable during an Extension
        Period, except at the end thereof, but each installment of interest that
        would
        otherwise have been due and payable during such Extension Period shall bear
        Additional Interest. The Company must give the Trustee notice of its election
        to
        begin or extend an Extension Period by the close of business at least 15
        Business Days prior to the Interest Payment Date with respect to which interest
        on the Debentures would have been payable except for the election to begin
        or
        extend such Extension Period.

       

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

       

      This
        Debenture shall not be entitled to any benefit under the Indenture hereinafter
        referred to, 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.

       

      
        
           

        

        
          A-4

          
            

          

        

        
           

        

      

       

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

       


      
        
           

        

        
          A-5

          
            

          

        

        
           

        

      


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

      
        	 	 	 
	 	WGNB
                CORP.
	 
 	 
 	 
 
	 	By:  	
              
	 	
                

                Name:

                Title:

              
	 	
              


      

       

      CERTIFICATE
        OF AUTHENTICATION

       

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

      
        	 	 	 
	 	WILMINGTON
                TRUST
                COMPANY, as Trustee
	 
 	 
 	 
 
	 	By:  	
              
	 	
                
Authorized
                Officer
	 	
              


      

       

      
        
           

        

        
          A-6

          
            

          

        

        
           

        

      


      [FORM
        OF
        REVERSE OF DEBENTURE]

      


      This
        Debenture is one of the floating rate junior subordinated deferrable interest
        debentures of the Company, all issued or to be issued under and pursuant
        to the
        Indenture dated as of July 2, 2007 (the “Indenture”), duly executed and
        delivered between the Company and the Trustee, to which Indenture reference
        is
        hereby made for a description of the rights, limitations of rights, obligations,
        duties and immunities thereunder of the Trustee, the Company and the holders
        of
        the Debentures. The Debentures are limited in aggregate principal amount
        as
        specified in the Indenture.

       

      Upon
        the
        occurrence and continuation of a Special Event prior to the Interest Payment
        Date in September 2012, the Company shall have the right to redeem the
        Debentures in whole, but not in part, at any Interest Payment Date, within
        120
        days following the occurrence of such Special Event, at the Special Redemption
        Price.

       

      In
        addition, the Company shall have the right to redeem the Debentures, in whole
        or
        in part, but in all cases in a principal amount with integral multiples of
        $1,000.00, on any Interest Payment Date on or after the Interest Payment
        Date in
        September 2012, at the Redemption Price.

       

      Prior
        to
        10:00 a.m. New York City time on the Redemption Date or Special Redemption
        Date,
        as applicable, the Company will deposit with the Trustee or with one or more
        paying agents an amount of money sufficient to redeem on the Redemption Date
        or
        the Special Redemption Date, as applicable, all the Debentures so called
        for
        redemption at the appropriate Redemption Price or Special Redemption
        Price.

       

      If
        all,
        or less than all, the Debentures are to be redeemed, the Company will give
        the
        Trustee notice not less than 45 nor more than 60 days, respectively, prior
        to the Redemption Date or Special Redemption Date, as applicable, as to the
        aggregate principal amount of Debentures to be redeemed and the Trustee shall
        select, in such manner as in its sole discretion it shall deem appropriate
        and
        fair, the Debentures or portions thereof (in integral multiples of $1,000.00)
        to
        be redeemed.

       

      Notwithstanding
        the foregoing, any redemption of Debentures by the Company shall be subject
        to
        the receipt of any and all required regulatory approvals.

       

      In
        case
        an Acceleration Event of Default shall have occurred and be continuing, upon
        demand of the Trustee, the principal of all of the Debentures shall become
        due
        and payable 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 not less than a majority in aggregate principal
        amount
        of the Debentures at the time outstanding, to execute supplemental indentures
        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
        Debentures; provided,
        however,
        that no
        such supplemental indenture shall without the consent of the holders of each
        Debenture then outstanding and affected thereby (i) change the fixed
        maturity of any Debenture, or reduce the principal amount thereof or any
        premium
        thereon, or reduce the rate or extend the time of payment of interest thereon,
        or reduce any amount payable on redemption thereof or make the principal
        thereof
        or any interest or premium thereon payable in any coin or currency other
        than
        that provided in the Debentures, or impair or affect the right of any
        Securityholder to institute suit for payment thereof or impair the right
        of
        repayment, if any, at the option of the holder, or (ii) reduce the
        aforesaid percentage of Debentures the holders of which are required to consent
        to any such supplemental indenture.

       

      
        
           

        

        
          A-7

          
            

          

        

        
           

        

      

       

      The
        Indenture also contains provisions permitting the holders of a majority in
        aggregate principal amount of the Debentures at the time outstanding on behalf
        of the holders of all of the Debentures to 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, premium, if any, or
        interest on any of the Debentures, (b) in respect of covenants or
        provisions hereof or of the Indenture which cannot be modified or amended
        without the consent of the holder of each Debenture affected, or (c) in
        respect of the covenants contained in Section 3.9 of the Indenture;
provided,
        however,
        that if
        the Debentures are held by the Trust or a trustee of such trust, such waiver
        or
        modification to such waiver shall not be effective until the holders of a
        majority in Liquidation Amount of Trust 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 Debenture is required, such
        waiver
        shall not be effective until each holder of the Trust Securities of the Trust
        shall have consented to such waiver. Upon any such waiver, the default covered
        thereby shall be deemed to be cured for all purposes of the Indenture and
        the
        Company, the Trustee and the holders of the Debentures shall be restored
        to
        their former positions and rights hereunder, respectively; but no such waiver
        shall extend to any subsequent or other default or Event of Default or impair
        any right consequent thereon. Whenever any default or Event of Default hereunder
        shall have been waived as permitted by the Indenture, said default or Event
        of
        Default shall for all purposes of the Debentures and the Indenture be deemed
        to
        have been cured and to be not continuing.

       

      No
        reference herein to the Indenture and no provision of this Debenture or of
        the
        Indenture shall alter or impair the obligation of the Company, which is absolute
        and unconditional, to pay the principal of and premium, if any, and interest,
        including Additional Interest, on this Debenture at the time and place and
        at
        the rate and in the money herein prescribed.

       

      The
        Company has agreed that if Debentures are initially issued to the Trust or
        a
        trustee of such Trust in connection with the issuance of Trust Securities
        by the
        Trust (regardless of whether Debentures continue to be held by such Trust)
        and
        (i) there shall have occurred and be continuing 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
        Debentures by extending the interest payment period as provided herein and
        such
        Extension Period, or any extension thereof, shall be continuing, then the
        Company shall not, and shall not allow any Affiliate of the Company to,
        (x) 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 or its Affiliates’ capital stock (other than payments of dividends
        or distributions to the Company) or make any guarantee payments with respect
        to
        the foregoing or (y) make any payment of principal of or interest or
        premium, if any, on or repay, repurchase or redeem any debt securities of
        the
        Company or any Affiliate that rank pari
        passu
        in all
        respects with or junior in interest to the Debentures (other than, with respect
        to clauses (x) and (y) above, (1) repurchases, redemptions or other
        acquisitions of shares of capital stock of the Company 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, in
        connection with a dividend reinvestment or stockholder stock purchase plan
        or 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 applicable Extension Period,
        if any, (2) 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, (3) 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, (4) any
        declaration of a dividend in connection with any stockholders’ rights plan, or
        the issuance of rights, stock or other property under any stockholders’ rights
        plan, or the redemption or repurchase of rights pursuant thereto, (5) 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 and any cash payments in lieu of fractional shares issued
        in connection therewith, or (6) payments under the Capital Securities
        Guarantee).

       

      
        
           

        

        
          A-8

          
            

          

        

        
           

        

      

       

      The
        Debentures are issuable only in registered, certificated form without coupons
        and in minimum denominations of $100,000.00 and any multiple of $1,000.00
        in
        excess thereof. As provided in the Indenture and subject to the transfer
        restrictions and limitations as may be contained herein and therein from
        time to
        time, this Debenture is transferable by the holder hereof on the Debenture
        Register of the Company. Upon due presentment for registration of transfer
        of
        any Debenture at the Principal Office of the Trustee or at any office or
        agency
        of the Company maintained for such purpose as provided in Section 3.2 of
        the Indenture, 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
        Debenture for a like aggregate principal amount. All Debentures 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 the Trustee or the Authenticating Agent
        duly
        executed by the holder or his attorney duly authorized in writing. No service
        charge shall be made for any exchange or registration of transfer of Debentures,
        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.

       

      Prior
        to
        due presentment for registration of transfer of any Debenture, the Company,
        the
        Trustee, any Authenticating Agent, any paying agent, any transfer agent and
        any
        Debenture registrar may deem the Person in whose name such Debenture shall
        be
        registered upon the Debenture Register to be, and may treat him as, the absolute
        owner of such Debenture (whether or not such Debenture shall be overdue)
        for the
        purpose of receiving payment of or on account of the principal of, premium,
        if
        any, and interest on such Debenture and for all other purposes; and neither
        the
        Company nor the Trustee nor any Authenticating Agent nor any paying agent
        nor
        any transfer agent nor any Debenture registrar shall be affected by any notice
        to the contrary. All such payments so made to any holder for the time being
        or
        upon his 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 Debenture.

       

      No
        recourse for the payment of the principal of or premium, if any, or interest
        on
        any Debenture, or for any claim based thereon or otherwise in respect thereof,
        and no recourse under or upon any obligation, covenant or agreement of the
        Company in the Indenture or in any supplemental indenture, or in any such
        Debenture, or because of the creation of any indebtedness represented thereby,
        shall be had against any incorporator, stockholder, employee, officer or
        director, as such, past, present or future, of the Company or of any successor
        Person of the Company, either directly or through the Company or any successor
        Person 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
        the
        Indenture and the issue of the Debentures.

       

      Capitalized
        terms used and not defined in this Debenture shall have the meanings assigned
        in
        the Indenture dated as of the date of original issuance of this Debenture
        between the Trustee and the Company.

       

      THE
        INDENTURE AND THE DEBENTURES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
        WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW
        PRINCIPLES THEREOF.

      



      
        
           

        

        
          A-9

          
            

          

        

        
           

        

      



      EXHIBIT
        B

      


      FORM
        OF CERTIFICATE TO TRUSTEE

      


      Pursuant
        to Section 3.5 of the Indenture between WGNB Corp., as the Company (the
“Company”), and Wilmington Trust Company, as Trustee, dated as of July 2,
        2007 (the “Indenture”), the undersigned hereby certifies as
        follows:

       

      	1.  	
              In
                my capacity as an officer of the Company, I would normally have knowledge
                of any default by the Company during the last fiscal year in the
                performance of any covenants of the Company contained in the
                Indenture.

            


      	 	 


      	2.  	
              [To
                my knowledge, the Company is not in default in the performance of
                any
                covenants contained in the Indenture.

            


       

      or,
        alternatively:

       

      I
        am
        aware of the default(s) in the performance of covenants in the Indentures,
        as
        specified below.]

       

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

       

      IN
        WITNESS WHEREOF, the undersigned has executed this Certificate.

      
        	 	 	 
	 	
              
	 
 	 
 	 
 
	Date: 	
              	 
	 	
                

                Name:

                Title:

              
	 	
              



        
          
             

          

          
            B-1

            
              

            

          

          
             

          

        




      EXHIBIT
        C

      


      FORM
        OF QUARTERLY REPORT

      


      The
        Bank
        of New York

      101
        Barclay Street, 7E

      New
        York,
        New York 10286

      Attention:
        CDO Transaction Management Group

      


      BANK
        HOLDING COMPANY

      As
        of
        [March 31, June 30, September 30 or December 31], 20__

      

        
          	
                  BANK
                    HOLDING COMPANY

                	 	 	 
	
                  As
                    of [March 31, June 30, September 30 or December 31], 20__

                	 	 	 
	 	 	 	 
	
                  Tier
                    1 to Risk Weighted Assets

                	 	
                   
                    

                	%
	 	 	 	 
	
                  Ratio
                    of Double Leverage

                	 	
                   
                    

                	%
	 	 	 	 
	
                  Non-Performing
                    Assets to Loans and OREO

                	 	
                   
                    

                	%
	 	 	 	 
	
                  Ratio
                    of Reserves to Non-Performing Loans

                	 	
                   
                    

                	%
	 	 	 	 
	
                  Ratio
                    of Net Charge-Offs to Loans

                	 	
                   
                    

                	%
	 	 	 	 
	
                  Return
                    on Average Assets (annualized)**

                	 	
                   
                    

                	%
	 	 	 	 
	
                  Net
                    Interest Margin (annualized)** 

                	 	
                   
                    

                	%
	 	 	 	 
	
                  Efficiency
                    Ratio

                	 	
                   
                    

                	%
	 	 	 	 
	
                  Ratio
                    of Loans to Assets

                	 	
                   
                    

                	%
	 	 	 	 
	
                  Ratio
                    of Loans to Deposits

                	 	
                   
                    

                	%
	 	 	 	 
	
                  Total
                    Assets

                	$ 	
                   
                    

                	 
	 	 	 	 
	
                  Year
                    to Date Income

                	$	
                   
                    

                	 
	 	 	 	 


        

      

       

      
        
          

        
*A table describing the quarterly report calculation procedures is
        provided on page C-2

      


      **
        To
        annualize Return on Average Assets and Net Interest Margin do the
        following:

      1st
        Quarter-multiply income statement item by 4, then divide by balance sheet
        item(s)

      2nd
        Quarter-multiply income statement item by 2,then divide by balance sheet
        item(s)

      3rd
        Quarter-divide income statement item by 3, then multiply by 4, then divide
        by
        balance sheet item(s)

      4th
        Quarter-should already be an annual number

       

      NO
        ADJUSTMENT SHOULD BE MADE TO BALANCE SHEET ITEMS

       

      
        	cc:	FTN Financial Capital Markets	Keefe, Bruyette & Woods, Inc.	 
	 	845 Crossover Lane, Suite 150 	787
                7th Avenue, 4th Floor	 
	 	
                Memphis, Tennessee 38117

                Attention: Structured Finance Group

              	
                New York, New York 10019

                Attention: Mitchell Kleinman, General
                  Counsel

              


      

       


      
        
           

        

        
          C-1

          
            

          

        

        
           

        

      


      Financial
        Definitions


      
        
          	
                  Report
                    Item

                	 	
                   

                  Description
                    of Calculation

                
	 	 	 
	
                  “Tier
                    1 Capital” to Risk Weighted Assets

                	 	
                  Tier
                    1 Risk Ratio: Core Capital (Tier 1)/ Risk-Adjusted
                    Assets

                
	 	 	 
	
                  Ratio
                    of Double Leverage

                	 	
                  Total
                    equity investments in subsidiaries divided by the total equity
                    capital.
                    This field is calculated at the parent company level. “Subsidiaries”
                    include bank, bank holding company, and nonbank
                    subsidiaries.

                
	 	 	 
	
                  Non-Performing
                    Assets to Loans and OREO

                	 	
                  Total
                    Nonperforming Assets (NPLs+Foreclosed Real Estate+Other Nonaccrual
&
                    Repossessed Assets)/ Total Loans + Foreclosed Real
                    Estate

                
	 	 	 
	
                  Ratio
                    of Reserves to Non-Performing Loans

                	 	
                  Total
                    Loan Loss and Allocated Transfer Risk Reserves/ Total Nonperforming
                    Loans
                    (Nonaccrual + Restructured)

                
	 	 	 
	
                  Ratio
                    of Net Charge-Offs to Loans

                	 	
                  Net
                    charge offs for the period as a percentage of average
                    loans.

                
	 	 	 
	
                  Return
                    on Assets

                	 	
                  Net
                    Income as a percentage of Assets.

                
	 	 	 
	
                  Net
                    Interest Margin

                	 	
                  (Net
                    Interest Income Fully Taxable Equivalent, if available / Average
                    Earning
                    Assets)

                
	 	 	 
	
                  Efficiency
                    Ratio

                	 	
                  (Noninterest
                    Expense)/ (Net Interest Income Fully Taxable Equivalent, if available,
                    plus Noninterest Income)

                
	 	 	 
	
                  Ratio
                    of Loans to Assets

                	 	
                  Total
                    Loans & Leases (Net of Unearned Income & Gross of Reserve)/ Total
                    Assets

                
	 	 	 
	
                  Ratio
                    of Loans to Deposits

                	 	
                  Total
                    Loans & Leases (Net of Unearned Income & Gross of Reserve)/ Total
                    Deposits (Includes Domestic and Foreign Deposits)

                
	 	 	 
	
                  Total
                    Assets

                	 	
                  The
                    sum of total assets. Includes cash and balances due from depository
                    institutions; securities; federal funds sold and securities purchased
                    under agreements to resell; loans and lease financing receivables;
                    trading
                    assets; premises and fixed assets; other real estate owned; investments
                    in
                    unconsolidated subsidiaries and associated companies; customer’s liability
                    on acceptances outstanding; intangible assets; and other
                    assets.

                
	 	 	 
	
                  Net
                    Income

                	 	
                  The
                    sum of income (loss) before extraordinary items and other adjustments
                    and
                    extraordinary items; and other adjustments, net of income taxes.
                    

                


        
 

      


      
        
           

        

        
          C-2