CONNECTONE BANCORP, INC.


SENIOR DEBT
INDENTURE 

DATED AS
OF                      
, 20 

                                          ,
TRUSTEE 

 

 

 

 

 

 

 

 

 







TABLE OF
CONTENTS 

			  		     	Page Number
	ARTICLE I		DEFINITIONS AND INCORPORATION BY
      REFERENCE		1
	      	Section 1.1		Definitions		1
		Section 1.2		Other Definitions		4
		Section 1.3		Incorporation by Reference of
      Trust Indenture Act		4
		Section 1.4		Rules of Construction		4
	ARTICLE II		THE SECURITIES		4
		Section 2.1		Issuable in Series		4
		Section 2.2		Establishment of Terms of Series
      of Securities		5
		Section 2.3		Execution and Authentication		6
		Section 2.4		Registrar and Paying
    Agent		7
		Section 2.5		Paying Agent to Hold Money in Trust		7
		Section 2.6		Securityholder Lists		7
		Section 2.7		Transfer and Exchange	 	7
		Section 2.8		Mutilated, Destroyed, Lost and
      Stolen Securities		8
		Section 2.9	 	Outstanding Securities		8
		Section 2.10		Treasury Securities		8
		Section 2.11		Temporary Securities		9
		Section 2.12		Cancellation		9
		Section 2.13		Defaulted Interest		9
		Section 2.14		Global Securities		9
		Section 2.15		CUSIP Numbers		10
	ARTICLE III		REDEMPTION		10
		Section 3.1		Notice to Trustee		10
		Section 3.2		Selection of Securities to be
      Redeemed		10
		Section 3.3		Notice of Redemption		10
		Section 3.4		Effect of Notice of
      Redemption		11
		Section 3.5		Deposit of Redemption Price		11
		Section 3.6		Securities Redeemed in
    Part		11
	ARTICLE IV		COVENANTS		11
		Section 4.1		Payment of Principal and
      Interest		11
		Section 4.2		SEC
      Reports		11
		Section 4.3		Compliance Certificate		11
		Section 4.4		Stay, Extension and Usury Laws		12
		Section 4.5		Corporate Existence		12
		Section 4.6		Taxes		12
	ARTICLE V		SUCCESSORS		12
		Section 5.1		When
      Company May Merge, Etc.		12
		Section 5.2		Successor Corporation
      Substituted		12
	ARTICLE VI		DEFAULTS AND REMEDIES		13
		Section 6.1		Events of Default		13
		Section 6.2		Acceleration of Maturity; Rescission and
      Annulment		13
		Section 6.3		Collection of Indebtedness and
      Suits for Enforcement by Trustee		14
		Section 6.4		Trustee May File Proofs of Claim		14
		Section 6.5		Trustee May Enforce Claims Without
      Possession of Securities		15
		Section 6.6		Application of Money Collected		15
		Section 6.7		Limitation on Suits		15
		Section 6.8		Unconditional Right of Holders to Receive
      Principal and Interest		15
		Section 6.9		Restoration of Rights and
      Remedies		16
		Section 6.10		Rights and Remedies Cumulative		16
		Section 6.11		Delay or Omission Not
    Waiver		16
		Section 6.12		Control by Holders		16
		Section 6.13		Waiver of Past Defaults		16
		Section 6.14		Undertaking For Costs		16









	     		  		     	Page Number
	ARTICLE VII		TRUSTEE		17
		Section 7.1		Duties of Trustee		17
		Section 7.2		Rights of Trustee		18
	 	Section 7.3		Individual Rights of
    Trustee		18
		Section 7.4		Trustee’s Disclaimer		18
		Section 7.5		Notice of Defaults		18
		Section 7.6		Reports by Trustee to Holders		18
		Section 7.7		Compensation and
    Indemnity		19
		Section 7.8		Replacement of Trustee		19
		Section 7.9		Successor Trustee by Merger,
      Etc.	 	20
		Section 7.10		Eligibility; Disqualification		20
		Section 7.11		Referential Collection of Claims
      Against Company		20
	ARTICLE VIII		SATISFACTION AND DISCHARGE; DEFEASANCE		20
		Section 8.1		Satisfaction and Discharge of
      Indenture		20
		Section 8.2		Application of Trust Funds; Indemnification		21
		Section 8.3		Legal Defeasance of Securities of
      Any Series		21
		Section 8.4		Covenant Defeasance		22
		Section 8.5		Repayment to Company		23
	ARTICLE IX		AMENDMENTS AND WAIVERS		23
		Section 9.1		Without Consent of
    Holders		23
		Section 9.2		With
      Consent of Holders		23
		Section 9.3		Limitations		24
		Section 9.4	 	Compliance with Trust Indenture Act		24
		Section 9.5		Revocation and Effect of
      Consents		24
		Section 9.6		Notation on or Exchange of Securities		24
		Section 9.7		Trustee Protected		24
	ARTICLE X		MISCELLANEOUS		24
		Section 10.1		Trust Indenture Act
    Controls		24
		Section 10.2		Notices		25
		Section 10.3		Communication by Holders with
      Other Holders		25
		Section 10.4		Certificate and Opinion as to Conditions Precedent		25
		Section 10.5		Statements Required in Certificate
      or Opinion		25
		Section 10.6		Rules by Trustee and Agents		26
		Section 10.7		Legal Holidays		26
		Section 10.8		No
      Recourse Against Others		26
		Section 10.9		Counterparts		26
		Section 10.10		Governing Laws		26
		Section 10.11		No Adverse Interpretation of Other
      Agreements		26
		Section 10.12		Successors		26
		Section 10.13		Severability		26
		Section 10.14		Table of Contents, Headings, Etc.		26
	ARTICLE XI		SINKING FUNDS		26
		Section 11.1		Applicability of Article		26
		Section 11.2		Satisfaction of Sinking Fund
      Payments with Securities		27
		Section 11.3		Redemption of Securities for Sinking Fund		27









CROSS REFERENCE
TABLE 


	Trust				
	Indenture Act				Indenture
	Section	     		     	Section
	Section 310		(a)(1)		7.10
			(a)(2)		7.10
			(a)(3)		N/A
		 	(a)(4)		N/A
			(a)(5)		7.10
			(b)		7.10
	Section 311		(a)		7.11
			(b)		7.11
			(c)	 	N/A
	Section 312		(a)		2.6
			(b)		10.3
			(c)		10.3
	Section 313		(a)		7.6
			(b)(1)		7.6
			(b)(2)		7.6
			(c)(1)		7.6
			(d)		7.6
	Section 314		(a)		4.2,
      10.5
			(b)		N/A
			(c)(1)		10.4
			(c)(2)		10.4
			(c)(3)		N/A
			(d)		N/A
			(e)		10.5
			(f)		N/A
	Section 315		(a)		7.1
			(b)		7.5
			(c)		7.1
			(d)		7.1
			(e)		6.14
	Section 316		(a)		2.10
			(a)(1)(A)		6.12
			(a)(1)(B)		6.13
			(b)		6.8
	Section 317		(a)(1)		6.3
			(a)(2)		6.4
			(b)		2.5
	Section 318		(a)		10.1




	* 	This Cross Reference
      Table shall not, for any purpose, be deemed to be part of the
      Indenture.









Senior Debt Indenture dated as
of              
, 20   between ConnectOne Bancorp,
Inc., a New Jersey corporation
(“Company”),
and              
, as trustee (“Trustee”). 

Each party agrees as follows
for the benefit of the other party and for the equal and ratable benefit of the
Holders of the Securities issued under this Indenture: 

ARTICLE
I
DEFINITIONS AND
INCORPORATION BY REFERENCE


Section 1.1 Definitions. 

“Additional Amounts” means any
additional amounts which are required hereby or by any Security, under
circumstances specified herein or therein, to be paid by the Company in respect
of certain taxes imposed on Holders specified herein or therein and which are
owing to such Holders. 

“Affiliate” of any specified
person means any other person directly or indirectly controlling or controlled
by or under direct or indirect common control with such specified person. For
the purposes of this definition, “control” (including, with correlative
meanings, the terms “controlled by” and “under common control with”), as used
with respect to any person, shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of
such person, whether through the ownership of voting securities or by agreement
or otherwise. 

“Agent” means any Registrar,
Paying Agent or Service Agent. 

“Authorized Newspaper” means a
newspaper in an official language of the country of publication customarily
published at least once a day for at least five days in each calendar week and
of general circulation in the place in connection with which the term is used.
If it shall be impractical in the opinion of the Trustee to make any publication
of any notice required hereby in an Authorized Newspaper, any publication or
other notice in lieu thereof that is made or given by the Trustee shall
constitute a sufficient publication of such notice. 

“Bearer Security” means any
Security, including any interest coupon appertaining thereto, that does not
provide for the identification of the Holder thereof. 

“Board of Directors” means the
Board of Directors of the Company or any duly authorized committee thereof.


“Board Resolution” means a
copy of a resolution certified by the Secretary or an Assistant Secretary of the
Company to have been adopted by the Board of Directors or pursuant to
authorization by the Board of Directors and to be in full force and effect on
the date of the certificate and delivered to the Trustee. 

“Business Day” means, unless
otherwise provided by Board Resolution, Officers’ Certificate or supplemental
indenture hereto for a particular Series, any day except a Saturday, Sunday or a
legal holiday in the ________, , on which banking institutions are authorized or
required by law, regulation or executive order to close. 

“Capital Stock” means any and
all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock. 

“Company” means the party
named as such above until a successor replaces it and thereafter means the
successor. 

“Company Order” means a
written order signed in the name of the Company by two Officers, one of whom
must be the Company’s principal executive officer, principal financial officer
or principal accounting officer.

1 







“Company Request” means a
written request signed in the name of the Company by its Chief Executive
Officer, the President or a Vice President, and by its Treasurer, an Assistant
Treasurer, its Secretary or an Assistant Secretary, and delivered to the
Trustee. 

“Corporate Trust Office” means
the office of the Trustee at which at any particular time its corporate trust
business shall be principally administered. 

“Default” means any event
which is, or after notice or passage of time or both would be, an Event of
Default. 

“Depository” means, with
respect to the Securities of any Series issuable or issued in whole or in part
in the form of one or more Global Securities, the person designated as
Depository for such Series by the Company, which Depository shall be a clearing
agency registered under the Exchange Act; and if at any time there is more than
one such person, “Depository” as used with respect to the Securities of any
Series shall mean the Depository with respect to the Securities of such Series.


“Discount Security” means any
Security that provides for an amount less than the stated principal amount
thereof to be due and payable upon declaration of acceleration of the Stated
Maturity thereof pursuant to Section 6.2. 

“Dollars” and “$” means the
currency of the United States of America. 

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

“GAAP” means generally
accepted accounting principles set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession, which are in
effect as of the date of determination. 

“Global Security” or “Global
Securities” means a Security or Securities, as the case may be, in the form
established pursuant to Section 2.2 evidencing all or part of a Series of
Securities, issued to the Depository for such Series or its nominee, and
registered in the name of such Depository or nominee. 

“Holder” or “Securityholder”
means a person in whose name a Security is registered or the holder of a Bearer
Security. 

“Indenture” means this Senior
Debt Indenture as amended or supplemented from time to time and shall include
the form and terms of particular Series of Securities established as
contemplated hereunder. 

“interest” with respect to any
Discount Security which by its terms bears interest only after Maturity, means
interest payable after Maturity. 

“Maturity,” when used with
respect to any Security or installment of principal thereof, means the date on
which the principal of such Security or such installment of principal becomes
due and payable as therein or herein provided, whether at the Stated Maturity or
by declaration of acceleration, call for redemption, or otherwise. 

“Officer” means the Chief
Executive Officer, the President, any Vice President, the Treasurer, the
Secretary, any Assistant Treasurer or any Assistant Secretary of the Company.


“Officers’ Certificate” means
a certificate signed by two Officers, one of whom must be the Company’s
principal executive officer, principal financial officer or principal accounting
officer. 

“Opinion of Counsel” means a
written opinion of legal counsel who is reasonably acceptable to the Trustee.
The counsel may be an employee of or counsel to the Company.

2 







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

“principal” or “principal
amount” of a Security means the principal amount of the Security plus, when
appropriate, the premium, if any, on, and any Additional Amounts in respect of,
the Security. 

“Responsible Officer” means
any officer of the Trustee in its Corporate Trust Office and also means, with
respect to a particular corporate trust matter, any other officer to whom any
corporate trust matter is referred because of his or her knowledge of and
familiarity with a particular subject. 

“SEC” means the Securities and
Exchange Commission. 

“Securities” means the
debentures, notes or other debt instruments of the Company of any Series
authenticated and delivered under this Indenture. 

“Series” or “Series of
Securities” means each series of debentures, notes or other debt instruments of
the Company created pursuant to Sections 2.1 and 2.2 hereof. 

“Stated Maturity” when used
with respect to any Security or any installment of principal thereof or interest
thereon, means the date specified in such Security as the fixed date on which
the principal of such Security or such installment of principal or interest is
due and payable. 

“Subsidiary” of any specified
person means any corporation, association or other business entity of which more
than 50% of the total voting power of shares of Capital Stock entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such person or one or more of the other Subsidiaries
of that person or a combination thereof. 

“TIA” means the Trust
Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the
date of this Indenture; provided, however, that in the event the Trust Indenture
Act of 1939 is amended after such date, “TIA” means, to the extent required by
any such amendment, the Trust Indenture Act as so amended. 

“Trustee” means the person
named as the “Trustee” in the first paragraph of this instrument until a
successor Trustee shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter “Trustee” shall mean each person who is then a
Trustee hereunder, and if at any time there is more than one such person,
“Trustee” as used with respect to the Securities of any Series shall mean the
Trustee with respect to Securities of that Series. 

“U.S. Government Obligations”
means securities which are (a) direct obligations of the United States of
America for the payment of which its full faith and credit is pledged or (b)
obligations of a person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America, and which in the case of (a) and (b) are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust company as custodian with respect
to any such U.S. Government Obligation or a specific payment of interest on or
principal of any such U.S. Government Obligation held by such custodian for the
account of the holder of a depository receipt, provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the U.S. Government Obligation evidenced by such
depository receipt.

3 







Section 1.2 Other Definitions. 


	Term	     	Defined in Section
	“Bankruptcy Law”		6.1
	“Custodian”		6.1
	“Event of Default”		6.1
	“Legal Holiday”		10.7
	“mandatory sinking fund payment”		11.1
	“optional sinking fund payment”	 	11.1
	“Paying Agent”		2.4
	“Registrar”		2.4
	“Service Agent”		2.4
	“successor person		5.1




Section 1.3 Incorporation by Reference of Trust Indenture
Act. Whenever this Indenture
refers to a provision of the TIA, the provision is incorporated by reference in
and made a part of this Indenture. The following TIA terms used in this
Indenture have the following meanings: 

“Commission” means the SEC.


“indenture securities” means
the Securities. 

“indenture security holder”
means a Securityholder. 

“indenture to be qualified”
means this Indenture. 

“indenture trustee” or
“institutional trustee” means the Trustee. 

“obligor” on the indenture
securities means the Company and any successor obligor upon the Securities.


All other terms used in this
Indenture that are defined by the TIA, defined by TIA reference to another
statute or defined by SEC rule under the TIA and not otherwise defined herein
are used herein as so defined. 

Section 1.4 Rules Of Construction. Unless the context otherwise requires:


(a) a term has the meaning
assigned to it; 

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

(c) references to “generally
accepted accounting principles” and “GAAP” shall mean generally accepted
accounting principles, consistently applied, in effect as of the time when and
for the period as to which such accounting principles are to be applied;


(d) “or” is not exclusive;


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

(f) provisions apply to
successive events and transactions. 

ARTICLE
II 
THE SECURITIES 

Section 2.1 Issuable In Series. The aggregate principal amount of Securities
that may be authenticated and delivered under this Indenture is unlimited. The
Securities may be issued in one or more Series. All Securities of a Series shall
be identical except as may be set forth or determined in the manner provided in
a Board Resolution, supplemental indenture or Officers’ Certificate detailing
the adoption of the terms thereof pursuant to authority granted under a Board
Resolution. In the case of Securities of a Series to be issued from time to
time, the Board Resolution, Officers’ Certificate or supplemental indenture
detailing the adoption of the terms thereof pursuant to authority granted under
a Board Resolution may provide for the method by which specified terms (such as
interest rate, maturity date, record date or date from which interest shall
accrue) are to be determined. Securities may differ between Series in respect of
any matters, provided that all Series of Securities shall be equally and ratably
entitled to the benefits of the Indenture.

4 







Section 2.2 Establishment Of Terms Of Series Of
Securities. At or prior to the
issuance of any Securities within a Series, the following shall be established
(as to the Series generally, in the case of Subsection 2.2(a) and either as to
such Securities within the Series or as to the Series generally, in the case of
Subsections 2.2(b) through 2.2(q)) by or pursuant to a Board Resolution, and set
forth or determined in the manner provided in a Board Resolution, supplemental indenture or an Officers’
Certificate: 

(a) the title of the Series
(which shall distinguish the Securities of that particular Series from the
Securities of any other Series); 

(b) the price or prices
(expressed as a percentage of the principal amount thereof) at which the
Securities of the Series will be issued; 

(c) any limit upon the
aggregate principal amount of the Securities of the Series which may be
authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the Series pursuant to Section 2.7, 2.8,
2.11, 3.6 or 9.6); 

(d) the date or dates on which
the principal of the Securities of the Series is payable; 

(e) the rate or rates (which
may be fixed or variable) per annum or, if applicable, the method used to
determine such rate or rates (including, but not limited to, any commodity,
commodity index, stock exchange index or financial index) at which the
Securities of the Series shall bear interest, if any, the date or dates from
which such interest, if any, shall accrue, the date or dates on which such
interest, if any, shall commence and be payable and any regular record date for
the interest payable on any interest payment date; 

(f) the place or places where
the principal of and interest, if any, on the Securities of the Series shall be
payable, where the Securities of such Series may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of such Series and this Indenture may be served, and
the method of such payment, if by wire transfer, mail or other means;


(g) if applicable, the period
or periods within which, the price or prices at which and the terms and
conditions upon which the Securities of the Series may be redeemed, in whole or
in part, at the option of the Company; 

(h) the obligation, if any, of
the Company to redeem or purchase the Securities of the Series pursuant to any
sinking fund or analogous provisions or at the option of a Holder thereof and
the period or periods within which, the price or prices at which and the terms
and conditions upon which Securities of the Series shall be redeemed or
purchased, in whole or in part, pursuant to such obligation; 

(i) the dates, if any, on
which and the price or prices at which the Securities of the Series will be
repurchased by the Company at the option of the Holders thereof and other
detailed terms and provisions of such repurchase obligations; 

(j) if other than
denominations of $1,000 and any integral multiple thereof, the denominations in
which the Securities of the Series shall be issuable; 

(k) the forms of the
Securities of the Series in bearer or fully registered form (and, if in fully
registered form, whether the Securities will be issuable as Global Securities);


(l) if other than the entire
principal amount thereof, the portion of the principal amount of the Securities
of the Series that shall be payable upon declaration of acceleration of the
maturity thereof pursuant to Section 6.2; 

(m) the provisions, if any,
relating to any lien, security or encumbrance provided for the Securities of the
Series;

5 







(n) any addition to or change
in the Events of Default which applies to any Securities of the Series and any
change in the right of the Trustee or the requisite Holders of such Securities
to declare the principal amount thereof due and payable pursuant to Section 6.2;


(o) any addition to or change
in the covenants set forth in Articles IV or V which applies to Securities of
the Series; 

(p) any other terms of the
Securities of the Series (which may modify or delete any provision of this
Indenture insofar as it applies to such Series); and 

(q) any depositories, interest
rate calculation agents, exchange rate calculation agents or other agents with
respect to Securities of such Series if other than those appointed herein.


All Securities of any one
Series need not be issued at the same time and may be issued from time to time,
consistent with the terms of this Indenture, if so provided by or pursuant to
the Board Resolution, supplemental indenture hereto or Officers’ Certificate
referred to above, and the authorized principal amount of any Series may not be
increased to provide for issuances of additional Securities of such Series,
unless otherwise provided in such Board Resolution, supplemental indenture or
Officers’ Certificate. 

Section 2.3 Execution and Authentication. 

Two Officers shall sign the
Securities for the Company by manual or facsimile signature. 

If an Officer whose signature
is on a Security no longer holds that office at the time the Security is
authenticated, the Security shall nevertheless be valid. 

A Security shall not be valid
until authenticated by the manual signature of the Trustee or an authenticating
agent. Such a signature shall be conclusive evidence that the Security has been
authenticated under this Indenture. 

The Trustee shall at any time,
and from time to time, authenticate Securities for original issue in the
principal amount provided in the Board Resolution, supplemental indenture hereto
or Officers’ Certificate, upon receipt by the Trustee of a Company Order. Such
Company Order may authorize authentication and delivery pursuant to oral or
electronic instructions from the Company or its duly authorized agent or agents,
which oral instructions shall be promptly confirmed in writing. Each Security
shall be dated the date of its authentication unless otherwise provided by a
Board Resolution, a supplemental indenture hereto or an Officers’ Certificate.


The aggregate principal amount
of Securities of any Series outstanding at any time may not exceed any limit
upon the maximum principal amount for such Series set forth in the Board
Resolution, supplemental indenture hereto or Officers’ Certificate delivered
pursuant to Section 2.2, except as provided in Section 2.8. 

Prior to the issuance of
Securities of any Series, the Trustee shall have received and (subject to
Section 7.2) shall be fully protected in relying on: (a) the Board Resolution,
supplemental indenture hereto or Officers’ Certificate establishing the form of
the Securities of that Series or of Securities within that Series and the terms
of the Securities of that Series or of Securities within that Series, (b) an
Officers’ Certificate complying with Section 10.4, and (c) an Opinion of Counsel
complying with Section 10.4. 

The Trustee shall have the
right to decline to authenticate and deliver any Securities of such Series: (a)
if the Trustee, being advised by counsel, determines that such action may not be
taken lawfully; or (b) if the Trustee in good faith by its board of directors or
trustees, executive committee or a trust committee of directors and/or Vice
Presidents shall determine that such action would expose the Trustee to personal
liability to Holders of any then outstanding Series of Securities. 

The Trustee may appoint an
authenticating agent acceptable to the Company to authenticate Securities. An
authenticating agent may authenticate Securities whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Company or an Affiliate of the Company.

6 







Section 2.4 Registrar and Paying Agent. The Company shall maintain, with respect to each
Series of Securities, at the place or places specified with respect to such
Series pursuant to Section 2.2, an office or agency where Securities of such
Series may be presented or surrendered for payment (“Paying Agent”), where
Securities of such Series may be surrendered for registration of transfer or
exchange (“Registrar”) and where notices and demands to or upon the Company in
respect of the Securities of such Series and this Indenture may be served
(“Service Agent”). The Registrar shall keep a register with respect to each
Series of Securities and to their transfer and exchange. The Company will give
prompt written notice to the Trustee of the name and address, and any change in
the name or address, of each Registrar, Paying Agent or Service Agent. If at any
time the Company shall fail to maintain any such required Registrar, Paying
Agent or Service Agent or shall fail to furnish the Trustee with the name and
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands. 

The Company may also from time
to time designate one or more co-registrars, additional paying agents or
additional service agents and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligations to maintain a Registrar, Paying Agent and
Service Agent in each place so specified pursuant to Section 2.2 for Securities
of any Series for such purposes. The Company will give prompt written notice to
the Trustee of any such designation or rescission and of any change in the name
or address of any such co-registrar, additional paying agent or additional
service agent. The term “Registrar” includes any co-registrar; the term “Paying
Agent” includes any additional paying agent; and the term “Service Agent”
includes any additional service agent. 

The Company hereby appoints
the Trustee as the initial Registrar, Paying Agent and Service Agent for each
Series unless another Registrar, Paying Agent or Service Agent, as the case may
be, is appointed prior to the time Securities of that Series are first issued.


Section 2.5 Paying Agent to Hold Money in
Trust. The Company shall require
each Paying Agent other than the Trustee to agree in writing that the Paying
Agent will hold in trust, for the benefit of Securityholders of any Series of
Securities, or the Trustee, all money held by the Paying Agent for the payment
of principal of or interest on the Series of Securities, and will notify the
Trustee of any default by the Company in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary of the Company) shall
have no further liability for the money. If the Company or a Subsidiary of the
Company acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of Securityholders of any Series of Securities all money
held by it as Paying Agent. 

Section 2.6 Securityholder Lists. The Trustee shall preserve in as current a form
as is reasonably practicable the most recent list available to it of the names
and addresses of Securityholders of each Series of Securities and shall
otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar,
the Company shall furnish to the Trustee at least ten days before each interest
payment date and at such other times as the Trustee may request in writing a
list, in such form and as of such date as the Trustee may reasonably require, of
the names and addresses of Securityholders of each Series of Securities.


Section 2.7 Transfer and Exchange. Where Securities of a Series are presented to
the Registrar or a co-registrar with a request to register a transfer or to
exchange them for an equal principal amount of Securities of the same Series,
the Registrar shall register the transfer or make the exchange if its
requirements for such transactions are met. To permit registrations of transfers
and exchanges, the Trustee shall authenticate Securities at the Registrar’s
request. No service charge shall be made for any registration of transfer or
exchange (except as otherwise expressly permitted herein), but the Company may
require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such
transfer tax or similar governmental charge payable upon exchanges pursuant to
Sections 2.11, 3.6 or 9.6). 

Neither the Company nor the
Registrar shall be required (a) to issue, register the transfer of, or exchange
Securities of any Series for the period beginning at the opening of business 15
days immediately preceding the mailing of a notice of redemption of Securities
of that Series selected for redemption and ending at the close of business on
the day of such mailing, or (b) to register the transfer of or exchange
Securities of any Series selected, called or being called for redemption as a
whole or the portion being redeemed of any such Securities selected, called or
being called for redemption in part.

7 







Section 2.8 Mutilated, Destroyed, Lost and Stolen
Securities. If any mutilated
Security is surrendered to the Trustee, the Company shall execute and the
Trustee shall authenticate and make available for delivery in exchange therefor
a new Security of the same Series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding. 

If there shall be delivered to
the Company and the Trustee (a) evidence to their satisfaction of the
destruction, loss or theft of any Security and (b) such security or indemnity as
may be required by them to save each of them and any agent of either of them
harmless, then, in the absence of notice to the Company or the Trustee that such
Security has been acquired by a bona fide purchaser, the Company shall execute
and upon its request the Trustee shall authenticate and make available for
delivery, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same Series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding. 

In case any such mutilated,
destroyed, lost or stolen Security has become or is about to become due and
payable, the Company in its discretion may, instead of issuing a new Security,
pay such Security. 

Upon the issuance of any new
Security under this Section, 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 (including the fees and expenses of the
Trustee) connected therewith. 

Every new Security of any
Series issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security shall constitute an original additional contractual obligation of the
Company, whether or not the destroyed, lost or stolen Security shall be at any
time enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that
Series duly issued hereunder. 

The provisions of this Section
are exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities. 

Section 2.9 Outstanding Securities. The Securities outstanding at any time are all
the Securities authenticated by the Trustee except for those canceled by it,
those delivered to it for cancellation, those reductions in the interest on a
Global Security effected by the Trustee in accordance with the provisions hereof
and those described in this Section as not outstanding. 

If a Security is replaced
pursuant to Section 2.8, it ceases to be outstanding until the Trustee receives
proof satisfactory to it that the replaced Security is held by a bona fide
purchaser. 

If the Paying Agent (other
than the Company, a Subsidiary of the Company or an Affiliate of the Company)
holds on the Maturity of Securities of a Series money sufficient to pay such
Securities payable on that date, then on and after that date such Securities of
the Series cease to be outstanding and interest on them ceases to accrue (to the
extent of the Maturity of such Security if less than the entire principal amount
is due and payable on such date of Maturity). 

A Security does not cease to
be outstanding because the Company or an Affiliate of the Company holds the
Security. 

In determining whether the
Holders of the requisite principal amount of outstanding Securities have given
any request, demand, authorization, direction, notice, consent or waiver
hereunder, the principal amount of a Discount Security that shall be deemed to
be outstanding for such purposes shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon a
declaration of acceleration of the Maturity thereof pursuant to Section 6.2.


Section 2.10 Treasury Securities. In determining whether the Holders of the
required principal amount of Securities of a Series have concurred in any
request, demand, authorization, direction, notice, consent or waiver, Securities
of a Series owned by the Company shall be disregarded, except that for the
purposes of determining whether the Trustee shall be protected in relying on any
such request, demand, authorization, direction, notice, consent or waiver, only
Securities of a Series that the Trustee knows are so owned shall be so
disregarded.

8 







Section 2.11 Temporary Securities. Until definitive Securities are ready for
delivery, the Company may prepare and the Trustee shall authenticate temporary
Securities upon a Company Order. Temporary Securities shall be substantially in
the form of definitive Securities but may have variations that the Company
considers appropriate for temporary Securities. Without unreasonable delay, the
Company shall prepare and the Trustee upon request shall authenticate definitive
Securities of the same Series and Stated Maturity in exchange for temporary
Securities. Until so exchanged, temporary Securities shall have the same rights
under this Indenture as the definitive Securities. 

Section 2.12 Cancellation. The Company at any time may deliver Securities
to the Trustee for cancellation. The Registrar and the Paying Agent shall
forward to the Trustee any Securities surrendered to them for registration of
transfer, exchange or payment. The Trustee shall cancel all Securities
surrendered for transfer, exchange, payment, replacement or cancellation and
deliver such canceled Securities to the Company, unless the Company otherwise
directs; provided that the Trustee shall not be required to destroy Securities.
The Company may not issue new Securities to replace Securities that it has paid
or delivered to the Trustee for cancellation. 

Section 2.13 Defaulted Interest. If the Company defaults in a payment of interest
on a Series of Securities, it shall pay the defaulted interest, plus, to the
extent permitted by law, any interest payable on the defaulted interest, to the
persons who are Securityholders of the Series on a subsequent special record
date. The Company shall fix the record date and payment date. At least 10 days
before the record date, the Company shall mail to the Trustee and to each
Securityholder of the Series a notice that states the record date, the payment
date and the amount of interest to be paid. The Company may pay defaulted
interest in any other lawful manner. 

Section 2.14 Global Securities. 

(a) Terms Of Securities. A Board Resolution, a supplemental indenture
hereto or an Officers’ Certificate shall establish whether the Securities of a
Series shall be issued in whole or in part in the form of one or more Global
Securities and the Depository for such Global Security or Securities.


(b) Transfer And Exchange. Notwithstanding any provisions to the contrary
contained in Section 2.7 hereof and in addition thereto, any Global Security
shall be exchangeable pursuant to Section 2.7 hereof for Securities registered
in the names of Holders other than the Depository for such Security or its
nominee only if (i) such Depository notifies the Company that it is unwilling or
unable to continue as Depository for such Global Security or if at any time such
Depository ceases to be a clearing agency registered under the Exchange Act,
and, in either case, the Company fails to appoint a successor Depository
registered as a clearing agency under the Exchange Act within 90 days of such
event, (ii) the Company executes and delivers to the Trustee an Officers’
Certificate to the effect that such Global Security shall be so exchangeable or
(iii) an Event of Default with respect to the Securities represented by such
Global Security shall have happened and be continuing. Any Global Security that
is exchangeable pursuant to the preceding sentence shall be exchangeable for
Securities registered in such names as the Depository shall direct in writing in
an aggregate principal amount equal to the principal amount of the Global
Security with like tenor and terms. 

Except as provided in this
Section 2.14(b), a Global Security may not be transferred except as a whole by
the Depository with respect to such Global Security to a nominee of such
Depository, by a nominee of such Depository to such Depository or another
nominee of such Depository or by the Depository or any such nominee to a
successor Depository or a nominee of such a successor Depository. 

(c) Legend. Any Global Security issued hereunder shall bear a legend in
substantially the following form: 

“This Security is a Global
Security within the meaning of the Indenture hereinafter referred to and is
registered in the name of the Depository or a nominee of the Depository. This
Security is exchangeable for Securities registered in the name of a person other
than the Depository or its nominee only in the limited circumstances described
in the Indenture, and may not be transferred except as a whole by the Depository
to a nominee of the Depository, by a nominee of the Depository to the Depository
or another nominee of the Depository or by the Depository or any such nominee to
a successor Depository or a nominee of such a successor Depository.”

9 







(d) Acts Of Holders. The Depository, as a Holder, may appoint agents
and otherwise authorize participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action which a Holder
is entitled to give or take under the Indenture. 

(e) Payments. Notwithstanding the other provisions of this Indenture, unless
otherwise specified as contemplated by Section 2.2, payment of the principal of
and interest, if any, on any Global Security shall be made to the Holder
thereof. 

(f) Consents, Declaration And
Directions. Except as provided in
Section 2.14(e), the Company, the Trustee and any Agent shall treat a person as
the Holder of such principal amount of outstanding Securities of such Series
represented by a Global Security as shall be specified in a written statement of
the Depository with respect to such Global Security, for purposes of obtaining
any consents, declarations, waivers or directions required to be given by the
Holders pursuant to this Indenture. 

Section 2.15 CUSIP Numbers. The Company in issuing the Securities may use
“CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use
“CUSIP” numbers in notices of redemption as a convenience to Holders; provided
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
elements of identification printed on the Securities, and any such redemption
shall not be affected by any defect in or omission of such numbers. 

ARTICLE
III 
REDEMPTION 

Section 3.1 Notice To Trustee. The Company may, with respect to any Series of
Securities, reserve the right to redeem and pay the Series of Securities or may
covenant to redeem and pay the Series of Securities or any part thereof prior to
the Stated Maturity thereof at such time and on such terms as provided for in
such Securities. If a Series of Securities is redeemable and the Company wants
or is obligated to redeem prior to the Stated Maturity thereof all or part of
the Series of Securities pursuant to the terms of such Securities, it shall
notify the Trustee of the redemption date and the principal amount of Series of
Securities to be redeemed. The Company shall give the notice at least 45 days
before the redemption date (or such shorter notice as may be acceptable to the
Trustee). 

Section 3.2 Selection of Securities to be
Redeemed. Unless otherwise
indicated for a particular Series by a Board Resolution, a supplemental
indenture or an Officers’ Certificate, if less than all the Securities of a
Series are to be redeemed, the Trustee shall select the Securities of the Series
to be redeemed in any manner that the Trustee deems fair and appropriate. The
Trustee shall make the selection from Securities of the Series outstanding not
previously called for redemption. The Trustee may select for redemption portions
of the principal of Securities of the Series that have denominations larger than
$1,000. Securities of the Series and portions of them it selects shall be in
amounts of $1,000 or whole multiples of $1,000 or, with respect to Securities of
any Series issuable in other denominations pursuant to Section 2.2(j), the
minimum principal denomination for each Series and integral multiples thereof.
Provisions of this Indenture that apply to Securities of a Series called for
redemption also apply to portions of Securities of that Series called for
redemption. 

Section 3.3 Notice of Redemption. Unless otherwise indicated for a particular
Series by Board Resolution, a supplemental indenture hereto or an Officers’
Certificate, at least 30 days but not more than 60 days before a redemption
date, the Company shall mail a notice of redemption by first-class mail to each
Holder whose Securities are to be redeemed and, if any Bearer Securities are
outstanding, publish on one occasion a notice in an Authorized Newspaper.


The notice shall identify the
Securities of the Series to be redeemed and shall state: 

(a) the redemption date;


(b) the redemption price;


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

10 







(d) that Securities of the
Series called for redemption must be surrendered to the Paying Agent to collect
the redemption price; 

(e) that interest on
Securities of the Series called for redemption ceases to accrue on and after the
redemption date; 

(f) the CUSIP number, if any;
and 

(g) any other information as
may be required by the terms of the particular Series or the Securities of a
Series being redeemed. 

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

Section 3.4 Effect of Notice of Redemption. Once notice of redemption is mailed or published
as provided in Section 3.3, Securities of a Series called for redemption become
due and payable on the redemption date and at the redemption price. A notice of
redemption may not be conditional. Upon surrender to the Paying Agent, such
Securities shall be paid at the redemption price plus accrued interest to the
redemption date, provided that installments of interest whose Stated Maturity is
on or prior to the redemption date shall be payable to the Holders of such
Securities (or one or more predecessor Securities) registered at the close of
business on the relevant record date therefor according to their terms and the
terms of this Indenture. 

Section 3.5 Deposit of Redemption Price. On or before the redemption date, the Company
shall deposit with the Paying Agent money sufficient to pay the redemption price
of and accrued interest, if any, on all Securities to be redeemed on that date.


Section 3.6 Securities Redeemed in Part. Upon surrender of a Security that is redeemed in
part, the Trustee shall authenticate for the Holder a new Security of the same
Series and the same maturity equal in principal amount to the unredeemed portion
of the Security surrendered. 

ARTICLE
IV 
COVENANTS 

Section 4.1 Payment of Principal and Interest. The Company covenants and agrees for the benefit
of the Holders of each Series of Securities that it will duly and punctually pay
the principal of and interest, if any, on the Securities of that Series in
accordance with the terms of such Securities and this Indenture. 

Section 4.2 SEC Reports. The Company shall deliver to the Trustee within 15 days after it files
them with the SEC copies of the annual reports and of the information,
documents, and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) which the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The
Company also shall comply with the other provisions of TIA Section 314(a).
Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee’s receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on an Officers’ Certificate). 

Section 4.3 Compliance Certificate. The Company shall deliver to the Trustee, within
120 days after the end of each fiscal year of the Company, an Officers’
Certificate stating that a review of the activities of the Company and its
Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the
Company has kept, observed, performed and fulfilled its obligations under this
Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his/her knowledge the Company has kept,
observed, performed and fulfilled each and every covenant contained in this
Indenture and is not in default in the performance or observance of any of the
terms, provisions and conditions hereof (or, if a Default or Event of Default
shall have occurred, describing all such Defaults or Events of Default of which
he may have knowledge).

11 







The Company will, so long as
any of the Securities are outstanding, deliver to the Trustee, forthwith upon
becoming aware of any Default or Event of Default, an Officers’ Certificate
specifying such Default or Event of Default and what action the Company is
taking or proposes to take with respect thereto. 

Section 4.4 Stay, Extension and Usury Laws. The Company covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture or the Securities and
the Company (to the extent it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law and covenants that it will not, by resort
to any such law, hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law has been enacted. 

Section 4.5 Corporate Existence. Subject to Article V, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence and the rights (charter and statutory), licenses
and franchises of the Company; provided, however, that the Company shall not be
required to preserve any such right, license or franchise if the Board of
Directors shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and its Subsidiaries taken as a
whole and that the loss thereof is not adverse in any material respect to the
Holders. 

Section 4.6 Taxes. The Company shall pay prior to delinquency all taxes, assessments and
governmental levies, except as contested in good faith and by appropriate
proceedings. 

ARTICLE V 
SUCCESSORS 

Section 5.1 When Company May Merge, Etc. The Company shall not consolidate with or merge
with or into, or convey, transfer or lease all or substantially all of its
properties and assets to, any person (a “successor person”) unless: 

(a) the Company is the
surviving corporation or the successor person (if other than the Company) is a
corporation organized and validly existing under the laws of any U.S. domestic
jurisdiction and expressly assumes the Company’s obligations on the Securities
and under this Indenture; and 

(b) immediately after giving
effect to the transaction, no Default or Event of Default shall have occurred
and be continuing. 

The Company shall deliver to
the Trustee prior to the consummation of the proposed transaction an Officers’
Certificate to the foregoing effect and an Opinion of Counsel stating that the
proposed transaction and any supplemental indenture comply with this Indenture.


Section 5.2 Successor Corporation Substituted. Upon any consolidation or merger, or any sale,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 5.1, the successor corporation formed
by such consolidation or into or with which the Company is merged or to which
such sale, lease, conveyance or other disposition is made shall succeed to, and
be substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor person has been named
as the Company herein; provided, however, that the predecessor Company in the
case of a sale, conveyance or other disposition (other than a lease) shall be
released from all obligations and covenants under this Indenture and the
Securities. 


12 







ARTICLE
VI
DEFAULTS AND
REMEDIES 

Section 6.1 Events of Default.

“Event of Default,” wherever
used herein with respect to Securities of any Series, means any one of the
following events, unless in the establishing Board Resolution, supplemental
indenture or Officers’ Certificate, it is provided that such Series shall not
have the benefit of said Event of Default: 

(a) default in the payment of
any interest on any Security of that Series when it becomes due and payable, and
continuance of such default for a period of 30 days (unless the entire amount of
such payment is deposited by the Company with the Trustee or with a Paying Agent
prior to the expiration of such period of 30 days); 

(b) default in the payment of
principal of any Security of that Series at its Maturity; 

(c) default in the deposit of
any sinking fund payment, when and as due in respect of any Security of that
Series; 

(d) default in the performance
or breach of any covenant or warranty of the Company in this Indenture (other
than a covenant or warranty for which the consequences of nonperformance or
breach are addressed elsewhere in this Section 6.1 and other than a covenant or
warranty that has been included in this Indenture solely for the benefit of
Series of Securities other than that Series), which default continues uncured
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 not less than a majority in principal amount of the outstanding
Securities of that Series 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; 

(e) the Company pursuant to or
within the meaning of any Bankruptcy Law: 

i. commences a voluntary case,


ii. consents to the entry of
an order for relief against it in an involuntary case, 

iii. consents to the
appointment of a Custodian of it or for all or substantially all of its
property, 

iv. makes a general assignment
for the benefit of its creditors, or 

v. generally is unable to pay
its debts as the same become due; or 

(f) a court of competent
jurisdiction enters an order or decree under any Bankruptcy Law that:


i. is for
relief against the Company in an involuntary case,


ii. appoints a Custodian of
the Company or for all or substantially all of its property, or


iii. orders the
liquidation of the Company, and the order or decree remains unstayed and in
effect for 60 days; or


(g) any other Event of Default provided with respect to
Securities of that Series, which is specified in a Board Resolution, a
supplemental indenture hereto or an Officers’ Certificate, in accordance with
Section 2.2(n). 

The term “Bankruptcy Law”
means title 11, U.S. Code or any similar Federal or State law for the relief of
debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator
or similar official under any Bankruptcy Law. 

Section 6.2 Acceleration of Maturity; Rescission and
Annulment. If an Event of Default
with respect to Securities of any Series at the time outstanding occurs and is
continuing (other than an Event of Default referred to in Section 6.1(e) or
(f)), then in every such case the Trustee or the Holders of not less than a
majority in principal amount of the outstanding Securities of that Series may
declare the principal amount (or, if any Securities of that Series are Discount
Securities, such portion of the principal amount as may be specified in the
terms of such Securities) of and accrued and unpaid interest, if any, on all of
the Securities of that Series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or portion thereof) and accrued and
unpaid interest, if any, shall become immediately due and payable. If an Event
of Default specified in Section 6.1(e) or (f) shall occur, the principal amount
(or portion thereof) of and accrued and unpaid interest, if any, on all
outstanding Securities shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder.

13 







At any time after such a
declaration of acceleration with respect to any Series has been made and before
a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter in this Article provided, the Holders of a majority in
principal amount of the outstanding Securities of that Series, by written notice
to the Company and the Trustee, may rescind and annul such declaration and its
consequences if all Events of Default with respect to Securities of that Series,
other than the non-payment of the principal and interest, if any, of Securities
of that Series which have become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 6.13. 

No such rescission shall
affect any subsequent Default or impair any right consequent thereon.


Section 6.3 Collection Of Indebtedness And Suits For
Enforcement By Trustee. The
Company covenants that if: 

(a) default is made in the
payment of any interest on any Security when such interest becomes due and
payable and such default continues for a period of 30 days, 

(b) default is made in the
payment of principal of any Security at the Maturity thereof, or 

(c) default is made in the
deposit of any sinking fund payment when and as due by the terms of a Security,


then, the Company will, upon
demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities, the whole amount then due and payable on such Securities for
principal and interest and, to the extent that payment of such interest shall be
legally enforceable, interest on any overdue principal and any overdue interest
at the rate or rates prescribed therefor in such Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel. 

If the Company fails to pay
such amounts forthwith upon such demand, the Trustee, in its own name and as
trustee of an express trust, may institute a judicial proceeding for the
collection of the sums so due and unpaid, may prosecute such proceeding to
judgment or final decree and may enforce the same against the Company or any
other obligor upon such Securities and collect the moneys adjudged or deemed to
be payable in the manner provided by law out of the property of the Company or
any other obligor upon such Securities, wherever situated. 

If an Event of Default with
respect to any Securities of any Series occurs and is continuing, the Trustee
may in its discretion proceed to protect and enforce its rights and the rights
of the Holders of Securities of such Series by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy. 

Section 6.4 Trustee May File Proofs Of Claim. In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to the Company or any other
obligor upon the Securities or the property of the Company or of such other
obligor or their creditors, the Trustee (irrespective of whether the principal
of the Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made
any demand on the Company for the payment of overdue principal or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise, (a) to file and prove a claim for the whole amount of principal and
interest owing and unpaid in respect of the Securities and to file such other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and of the
Holders allowed in such judicial proceeding, and (b) to collect and receive any
moneys or other property payable or deliverable on any such claims and to
distribute the same, and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Holder 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
Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.7.

14 







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

Section 6.5 Trustee May Enforce Claims Without Possession Of
Securities. All rights of action
and claims under this Indenture or the Securities may be prosecuted and enforced
by the Trustee without the possession of any of the Securities or the production
thereof in any proceeding relating thereto, and any such proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered. 

Section 6.6 Application of Money Collected. Any money collected by the Trustee pursuant to
this Article shall be applied in the following order, at the date or dates fixed
by the Trustee and, in case of the distribution of such money on account of
principal or interest, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid: 

First: To the payment of all
amounts due the Trustee under Section 7.7; and 

Second: To the payment of the
amounts then due and unpaid for principal of and interest on the Securities in
respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the amounts
due and payable on such Securities for principal and interest, respectively; and


Third: To the Company.


Section 6.7 Limitation On Suits. 

No Holder of any Security of
any Series shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless: 

(a) such Holder has previously
given written notice to the Trustee of a continuing Event of Default with
respect to the Securities of that Series; 

(b) the Holders of at least a
majority in principal amount of the outstanding Securities of that Series shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default in its own name as Trustee hereunder; 

(c) such Holder or Holders
have offered to the Trustee reasonable indemnity against the costs, expenses and
liabilities to be incurred in compliance with such request; 

(d) the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity has failed to
institute any such proceeding; and 

(e) no direction inconsistent
with such written request has been given to the Trustee during such 60-day
period by the Holders of a majority in principal amount of the outstanding
Securities of that Series; 

it being understood and
intended that no one or more of such Holders shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other of such Holders, or to
obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all such Holders.


Section 6.8 Unconditional Right of Holders to Receive
Principal and Interest.
Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and interest, if any, on such Security on the Stated
Maturity or Stated Maturities expressed in such Security (or, in the case of
redemption, on the redemption date) and to institute suit for the enforcement of
any such payment, and such rights shall not be impaired without the consent of
such Holder.

15 







Section 6.9 Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case, subject to any determination in such proceeding, the Company, the Trustee
and the Holders shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Trustee and
the Holders shall continue as though no such proceeding had been instituted.


Section 6.10 Rights and Remedies Cumulative. Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities in
Section 2.8, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not, to the extent permitted by
law, prevent the concurrent assertion or employment of any other appropriate
right or remedy. 

Section 6.11 Delay or Omission Not Waiver. No delay or omission of the Trustee or of any
Holder of any Securities to exercise any right or remedy accruing upon any Event
of Default shall impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein. Every right and remedy given
by this Article or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be. 

Section 6.12 Control by Holders. The Holders of a majority in principal amount of
the outstanding Securities of any Series 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 the Securities of such Series, provided that:

(a) such direction shall
not be in conflict with any rule of law or with this Indenture; 

(b) the Trustee may take any
other action deemed proper by the Trustee which is not inconsistent with such
direction; and 

(c) subject to the provisions
of Section 6.1, the Trustee shall have the right to decline to follow any such
direction if the Trustee in good faith shall, by a Responsible Officer of the
Trustee, determine that the proceeding so directed would involve the Trustee in
personal liability. 

Section 6.13 Waiver Of Past Defaults. The Holders of not less than a majority in
principal amount of the outstanding Securities of any Series may on behalf of
the Holders of all the Securities of such Series waive any past Default
hereunder with respect to such Series and its consequences, except a Default (a)
in the payment of the principal of or interest on any Security of such Series
(provided, however, that the Holders of a majority in principal amount of the
outstanding Securities of any Series may rescind an acceleration and its
consequences, including any related payment default that resulted from such
acceleration) or (b) in respect of a covenant or provision hereof which cannot
be modified or amended without the consent of the Holder of each outstanding
Security of such Series affected. Upon any such waiver, such Default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have
been cured, for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other Default or impair any right consequent thereon.


Section 6.14 Undertaking For Costs. All parties to this Indenture agree, and each
Holder of any Security 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, suffered 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, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the outstanding Securities of any Series, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of or interest on
any Security on or after the Stated Maturity or Stated Maturities expressed in
such Security (or, in the case of redemption, on the redemption
date).

16







ARTICLE
VII
TRUSTEE 

Section 7.1 Duties of Trustee. 

(a) If an Event of Default has
occurred and is continuing, the Trustee shall exercise 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. 

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

i. The Trustee need perform
only those duties that are specifically set forth in this Indenture and no
others. 

ii. In the absence of bad
faith on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon Officers’
Certificates or Opinions of Counsel furnished to the Trustee and conforming to
the requirements of this Indenture; however, in the case of any such Officers’
Certificates or Opinions of Counsel which by any provisions hereof are
specifically required to be furnished to the Trustee, the Trustee shall examine
such Officers’ Certificates and Opinions of Counsel to determine whether or not
they conform to the requirements of this Indenture. 

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

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

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

iii. The Trustee shall not be
liable with respect to any action taken, suffered or omitted to be taken by it
with respect to Securities of any Series in good faith in accordance with the
direction of the Holders of a majority in principal amount of the outstanding
Securities of such Series 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 with respect to the
Securities of such Series. 

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

(e) The Trustee may refuse to
perform any duty or exercise any right or power at the request or direction of
any Holder unless it receives indemnity satisfactory to it against any loss,
liability or expense. 

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

(g) No provision of this
Indenture shall require the Trustee to risk its own funds or otherwise incur any
financial liability in the performance of any of its duties, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
is not reasonably assured to it. 

(h) The Paying Agent, the
Registrar and any authenticating agent shall be entitled to the protections,
immunities and standard of care as are set forth in paragraphs (a), (b) and (c)
of this Section with respect to the Trustee. 


17 







Section 7.2 Rights of Trustee.

(a) The Trustee may rely on
and shall be protected in acting or refraining from acting upon any document
believed by it to be genuine and to have been signed or presented by the proper
person. The Trustee need not investigate any fact or matter stated in the
document. 

(b) Before the Trustee acts or
refrains from acting, it may require an Officers’ Certificate. The Trustee shall
not be liable for any action it takes or omits to take in good faith in reliance
on such Officers’ Certificate. 

(c) The Trustee may act
through agents and shall not be responsible for the misconduct or negligence of
any agent appointed with due care. No Depository shall be deemed an agent of the
Trustee and the Trustee shall not be responsible for any act or omission by any
Depository. 

(d) The Trustee shall not be
liable for any action it takes or omits to take in good faith which it believes
to be authorized or within its rights or powers, provided that the Trustee’s
conduct does not constitute negligence or willful misconduct. 

(e) The Trustee may consult
with counsel and the advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder without negligence and in good faith and in
reliance thereon. 

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

(g) The Trustee may consult
with counsel of its selection and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder without negligence and in
good faith and in reliance thereon. 

(h) The Trustee shall not be
bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may
see fit. 

(i) The Trustee shall not be
deemed to have notice of any Default or Event of Default unless a Responsible
Officer of the Trustee has actual knowledge thereof or unless written notice of
any event which is in fact such a default is received by the Trustee at the
Corporate Trust Office of the Trustee, and such notice references the Securities
generally or the Securities of a particular Series and this Indenture


Section 7.3 Individual Rights of Trustee. The Trustee in its individual or any other
capacity may become the owner or pledgee of Securities and may otherwise deal
with the Company or an Affiliate of the Company with the same rights it would
have if it were not Trustee. Any Agent may do the same with like rights. The
Trustee is also subject to Sections 7.10 and 7.11. 

Section 7.4 Trustee’s Disclaimer. The Trustee makes no representation as to the
validity or adequacy of this Indenture or the Securities, it shall not be
accountable for the Company’s use of the proceeds from the Securities, and it
shall not be responsible for any statement in the Securities other than its
authentication. 

Section 7.5 Notice Of Defaults. If a Default or Event of Default occurs and is
continuing with respect to the Securities of any Series and if it is known to a
Responsible Officer of the Trustee, the Trustee shall mail to each
Securityholder of the Securities of that Series and, if any Bearer Securities
are outstanding, publish on one occasion in an Authorized Newspaper, notice of a
Default or Event of Default within 90 days after it occurs or, if later, after a
Responsible Officer of the Trustee has knowledge of such Default or Event of
Default. Except in the case of a Default or Event of Default in payment of
principal of or interest on any Security of any Series, the Trustee may withhold
the notice if and so long as its corporate trust committee or a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the interests of Securityholders of that Series. 

Section 7.6 Reports by Trustee to Holders. Within 60 days after May 15 in each year, the
Trustee shall transmit by mail to all Securityholders, as their names and
addresses appear on the register kept by the Registrar and, if any Bearer
Securities are outstanding, publish in an Authorized Newspaper, a brief report
dated as of such May 15, in accordance with, and to the extent required under,
TIA Section 313.

18 







A copy of each report at the
time of its mailing to Securityholders of any Series shall be filed with the SEC
and each stock exchange, if any, on which the Securities of that Series are
listed. The Company shall promptly notify the Trustee when Securities of any
Series are listed on any stock exchange. 

Section 7.7 Compensation and Indemnity. The Company shall pay to the Trustee from time
to time compensation for its services as the Company and the Trustee shall from
time to time agree upon in writing. The Trustee’s compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company
shall reimburse the Trustee upon request for all reasonable out-of-pocket
expenses incurred by it. Such expenses shall include the reasonable compensation
and expenses of the Trustee’s agents and counsel. 

The Company shall indemnify
each of the Trustee and any predecessor Trustee (including the cost of defending
itself) against any loss, liability or expense, including taxes (other than
taxes based upon, measured by or determined by the income of the Trustee)
incurred by it except as set forth in the next paragraph in the performance of
its duties under this Indenture as Trustee or Agent. The Trustee shall notify
the Company promptly of any claim for which it may seek indemnity. The Company
shall defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have one separate counsel and the Company shall pay the reasonable
fees and expenses of such counsel. The Company need not pay for any settlement
made without its consent, which consent shall not be unreasonably withheld. This
indemnification shall apply to officers, directors, employees, shareholders and
agents of the Trustee. 

The Company need not reimburse
any expense or indemnify against any loss or liability incurred by the Trustee
or by any officer, director, employee, shareholder or agent of the Trustee
through negligence or willful misconduct. 

To secure the Company’s
payment obligations in this Section, the Trustee shall have a lien prior to the
Securities of any Series on all money or property held or collected by the
Trustee, except that held in trust to pay principal of and interest on
particular Securities of that Series. 

When the Trustee incurs
expenses or renders services after an Event of Default specified in Section
6.1(e) or (f) occurs, the expenses and the compensation for the services are
intended to constitute expenses of administration under any Bankruptcy Law.


The provisions of this Section
shall survive the termination of this Indenture. 

Section 7.8 Replacement of Trustee. A resignation or removal of the Trustee and
appointment of a successor Trustee shall become effective only upon the
successor Trustee’s acceptance of appointment as provided in this Section.


The Trustee may resign with
respect to the Securities of one or more Series by so notifying the Company at
least 30 days prior to the date of the proposed resignation. The Holders of a
majority in principal amount of the Securities of any Series may remove the
Trustee with respect to that Series by so notifying the Trustee and the Company.
The Company may remove the Trustee with respect to Securities of one or more
Series if: 

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

(b) the Trustee is adjudged a
bankrupt or an insolvent or an order for relief is entered with respect to the
Trustee under any Bankruptcy Law; 

(c) a Custodian or public
officer takes charge of the Trustee or its property; or 

(d) the Trustee becomes
incapable of acting. 

If the Trustee resigns or is
removed or if a vacancy exists in the office of Trustee for any reason, the
Company shall promptly appoint a successor Trustee. Within one year after the
successor Trustee takes office, the Holders of a majority in principal amount of
the then outstanding Securities may appoint a successor Trustee to replace the
successor Trustee appointed by the Company. 

19







If a successor Trustee with
respect to the Securities of any one or more Series does not take office within
60 days after the retiring Trustee resigns or is removed, the retiring Trustee,
the Company or the Holders of at least a majority in principal amount of the
Securities of the applicable Series may petition any court of competent
jurisdiction for the appointment of a successor Trustee. 

A successor Trustee shall
deliver a written acceptance of its appointment to the retiring Trustee and to
the Company. Immediately after that, the retiring Trustee shall transfer all
property held by it as Trustee to the successor Trustee subject to the lien
provided for in Section 7.7, the resignation or removal of the retiring Trustee
shall become effective, and the successor Trustee shall have all the rights,
powers and duties of the Trustee with respect to each Series of Securities for
which it is acting as Trustee under this Indenture. A successor Trustee shall
mail a notice of its succession to each Securityholder of each such Series and,
if any Bearer Securities are outstanding, publish such notice on one occasion in
an Authorized Newspaper. Notwithstanding replacement of the Trustee pursuant to
this Section 7.8, the Company’s obligations under Section 7.7 hereof shall
continue for the benefit of the retiring Trustee with respect to expenses and
liabilities incurred by it prior to such replacement. 

Section 7.9 Successor Trustee by Merger, Etc. If the Trustee consolidates with, merges or
converts into, or transfers all or substantially all of its corporate trust
business to, another person, the successor person without any further act shall
be the successor Trustee. 

Section 7.10 Eligibility; Disqualification. This Indenture shall always have a Trustee who
satisfies the requirements of TIA Section 310(a)(1), (2) and (5). The Trustee
shall always have a combined capital and surplus of at least $25,000,000 as set
forth in its most recent published annual report of condition. The Trustee shall
comply with TIA Section 310(b). 

Section 7.11 Referential Collection of Claims Against
Company. The Trustee is subject
to TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated.


ARTICLE
VIII
SATISFACTION AND
DISCHARGE; DEFEASANCE 

Section 8.1 Satisfaction and Discharge of
Indenture. This Indenture shall
upon Company Order cease to be of further effect (except as hereinafter provided
in this Section 8.1), and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when 

(a) either: 

i. all Securities theretofore
authenticated and delivered (other than Securities that have been destroyed,
lost or stolen and that have been replaced or paid) have been delivered to the
Trustee for cancellation; or 

ii. all such Securities not
theretofore delivered to the Trustee for cancellation 

(1) have become due and
payable, or 

(2) will become due and
payable at their Stated Maturity within one year, or 

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

(4) are deemed paid and
discharged pursuant to Section 8.3, as applicable; 

and the Company, in the case
of (1), (2) and (3) above, has irrevocably deposited or caused to be deposited
with the Trustee as trust funds in trust an amount sufficient for the purpose of
paying and discharging the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for principal and
interest to the date of such deposit (in the case of Securities which have
become due and payable on or prior to the date of such deposit) or to the Stated
Maturity or redemption date, as the case may be;

20 







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


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

Notwithstanding the
satisfaction and discharge of this Indenture, the obligations of the Company to
the Trustee under Section 7.7, and, if money shall have been deposited with the
Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.4,
2.7, 2.8, 8.1, 8.2 and 8.5 shall survive. 

Section 8.2 Application of Trust Funds;
Indemnification. 

(a) Subject to the provisions
of Section 8.5, all money deposited with the Trustee pursuant to Section 8.1,
all money and U.S. Government Obligations deposited with the Trustee pursuant to
Section 8.3 or 8.4 and all money received by the Trustee in respect of U.S.
Government Obligations deposited with the Trustee pursuant to Section 8.3 or
8.4, shall be held in trust and applied by it, in accordance with the provisions
of the Securities and this Indenture, to the payment, either directly or through
any Paying Agent (other than the Company acting as its own Paying Agent) as the
Trustee may determine, to the persons entitled thereto, of the principal and
interest for whose payment such money has been deposited with or received by the
Trustee or to make mandatory sinking fund payments or analogous payments as
contemplated by Sections 8.3 or 8.4. 

(b) The Company shall pay and
shall indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against U.S. Government Obligations deposited pursuant to Sections 8.3
or 8.4 or the interest and principal received in respect of such obligations
other than any payable by or on behalf of Holders. 

(c) The Trustee shall deliver
or pay to the Company from time to time upon Company Request any U.S. Government
Obligations or money held by it as provided in Sections 8.3 or 8.4 which, in the
opinion of a nationally recognized firm of independent certified public
accountants expressed in a written certification thereof delivered to the
Trustee, are then in excess of the amount thereof which then would have been
required to be deposited for the purpose for which such U.S. Government
Obligations or money were deposited or received. This provision shall not
authorize the sale by the Trustee of any U.S. Government Obligations held under
this Indenture. 

Section 8.3 Legal Defeasance of Securities of any
Series. Unless this Section 8.3
is otherwise specified, pursuant to Section 2.2(p), to be inapplicable to
Securities of any Series, the Company shall be deemed to have paid and
discharged the entire indebtedness on all the outstanding Securities of any
Series on the 91st day after the date of the deposit referred to in subparagraph
(c) hereof, and the provisions of this Indenture, as it relates to such
outstanding Securities of such Series, shall no longer be in effect (and the
Trustee, at the expense of the Company, shall, at Company Request, execute
proper instruments acknowledging the same), except as to: 

(a) the rights of Holders of
Securities of such Series to receive, from the trust funds described in
subparagraph (c) hereof, (i) payment of the principal of and each installment of
principal of and interest on the outstanding Securities of such Series on the
Stated Maturity of such principal or installment of principal or interest and
(ii) the benefit of any mandatory sinking fund payments applicable to the
Securities of such Series on the day on which such payments are due and payable
in accordance with the terms of this Indenture and the Securities of such
Series; 

(b) the provisions of Sections
2.4, 2.7, 2.8, 8.2, 8.3, and 8.5; and 

(c) the rights, powers, trust
and immunities of the Trustee hereunder; provided that, the following conditions
shall have been satisfied: 

i. the Company shall have
deposited or caused to be irrevocably deposited (except as provided in Section
8.2(c)) with the Trustee as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for and dedicated solely to
the benefit of the Holders of such Securities, cash in Dollars and/or U.S.
Government Obligations, which through the payment of interest and principal in
respect thereof in accordance with their terms, will provide (and without
reinvestment and assuming no tax liability will be imposed on such Trustee), not
later than one day before the due date of any payment of money, an amount in
cash, sufficient, in the opinion of a regionally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge each installment of principal of and interest, if
any, on and any mandatory sinking fund payments in respect of all the Securities
of such Series on the dates such installments of interest or principal and such
sinking fund payments are due;

21 







ii. such deposit will not
result in a breach or violation of, or constitute a default under, this
Indenture or any other agreement or instrument to which the Company is a party
or by which it is bound; 

iii. no Default or Event of
Default with respect to the Securities of such Series shall have occurred and be
continuing on the date of such deposit or during the period ending on the 91st
day after such date; 

iv. the Company shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to
the effect that (A) the Company has received from, or there has been published
by, the Internal Revenue Service a ruling, or (B) since the date of execution of
this Indenture, there has been a change in the applicable Federal income tax
law, in either case to the effect that, and based thereon such Opinion of
Counsel shall confirm that, the Holders of the Securities of such Series will
not recognize income, gain or loss for Federal income tax purposes as a result
of such deposit, defeasance and discharge and will be subject to Federal income
tax on the same amounts and in the same manner and at the same times as would
have been the case if such deposit, defeasance and discharge had not occurred;


v. the Company shall have
delivered to the Trustee an Officers’ Certificate stating that the deposit was
not made by the Company with the intent of preferring the Holders of the
Securities of such Series over any other creditors of the Company or with the
intent of defeating, hindering, delaying or defrauding any other creditors of
the Company; and


vi. the Company shall have delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to the defeasance contemplated by
this Section have been complied with. 

Section 8.4 Covenant Defeasance. Unless this Section 8.4 is otherwise specified
pursuant to Section 2.2(p) to be inapplicable to Securities of any Series, on
and after the 91st day after the date of the deposit referred to in subparagraph
(a) hereof, the Company may omit to comply with respect to the Securities of any
Series with any term, provision or condition set forth under Sections 4.2, 4.3,
4.4, 4.6, and 5.1 as well as any additional covenants specified in a
supplemental indenture for such Series of Securities or a Board Resolution or an
Officers’ Certificate delivered pursuant to Section 2.2(p) (and the failure to
comply with any such covenants shall not constitute a Default or Event of
Default with respect to such Series under Section 6.1) and the occurrence of any
event specified in a supplemental indenture for such Series of Securities or a
Board Resolution or an Officers’ Certificate delivered pursuant to Section
2.2(n) and designated as an Event of Default shall not constitute a Default or
Event of Default hereunder, with respect to the Securities of such Series,
provided that the following conditions shall have been satisfied: 

(a) With reference to this
Section 8.4, the Company has deposited or caused to be irrevocably deposited
(except as provided in Section 8.2(c)) with the Trustee as trust funds in trust
for the purpose of making the following payments specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of such
Securities, cash in Dollars and/or U.S. Government Obligations, which through
the payment of interest and principal in respect thereof in accordance with
their terms, will provide (and without reinvestment and assuming no tax
liability will be imposed on such Trustee), not later than one day before the
due date of any payment of money, an amount in cash, sufficient, in the opinion
of a regionally recognized firm of independent certified public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge each installment of principal of and interest, if any, on and any
mandatory sinking fund payments in respect of the Securities of such Series on
the dates such installments of interest or principal and such sinking fund
payments are due; 

(b) Such deposit will not
result in a breach or violation of, or constitute a default under, this
Indenture or any other agreement or instrument to which the Company is a party
or by which it is bound; 

(c) No Default or Event of
Default with respect to the Securities of such Series shall have occurred and be
continuing on the date of such deposit or during the period ending on the 91st
day after such date;

22







(d) The Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that Holders of the
Securities of such Series will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit and covenant defeasance and will
be subject to federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such deposit and covenant
defeasance had not occurred; and 

(e) The Company shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that all conditions precedent herein provided for relating to the
covenant defeasance contemplated by this Section have been complied with.


Section 8.5 Repayment to Company. The Trustee and the Paying Agent shall pay to
the Company upon request any money held by them for the payment of principal and
interest that remains unclaimed for six months. After that, Securityholders
entitled to the money must look to the Company for payment as general creditors
unless an applicable abandoned property law designates another person.


ARTICLE
IX
AMENDMENTS AND
WAIVERS 

Section 9.1 Without Consent of Holders. The Company and the Trustee may amend or
supplement this Indenture or the Securities of one or more Series without the
consent of any Securityholder: 

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

(b) to comply with Article V;


(c) to provide for
uncertificated Securities in addition to or in place of certificated Securities;


(d) to make any change that
does not adversely affect the rights of any Securityholder; 

(e) to provide for the
issuance of and establish the form and terms and conditions of Securities of any
Series as permitted by this Indenture; 

(f) to evidence and provide
for the acceptance of appointment hereunder by a successor Trustee with respect
to the Securities of one or more Series 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; or


(g) to comply with
requirements of the SEC in order to effect or maintain the qualification of this
Indenture under the TIA. 

Section 9.2 With Consent of Holders. The Company and the Trustee may enter into a
supplemental indenture with the written consent of the Holders of at least a
majority in principal amount of the outstanding Securities of each Series
affected by such supplemental indenture (including consents obtained in
connection with a tender offer or exchange offer for the Securities of such
Series), 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 Securityholders of
each such Series. Except as provided in Section 6.13, the Holders of at least a
majority in principal amount of the outstanding Securities of any Series by
notice to the Trustee (including consents obtained in connection with a tender
offer or exchange offer for the Securities of such Series) may waive compliance
by the Company with any provision of this Indenture or the Securities with
respect to such Series. 

It shall not be necessary for
the consent of the Holders of Securities under this Section 9.2 to approve the
particular form of any proposed supplemental indenture or waiver, but it shall
be sufficient if such consent approves the substance thereof. After a
supplemental indenture or waiver under this section becomes effective, the
Company shall mail to the Holders of Securities affected thereby and, if any
Bearer Securities affected thereby are outstanding, publish on one occasion in
an Authorized Newspaper, a notice briefly describing the supplemental indenture
or waiver. Any failure by the Company to mail or publish such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such supplemental indenture or waiver. 


23 







Section 9.3 Limitations. Without the consent of each Securityholder affected, an amendment or
waiver may not:

(a) reduce the amount of
Securities whose Holders must consent to an amendment, supplement or waiver;


(b) reduce the rate of or
extend the time for payment of interest (including default interest) on any
Security; 

(c) reduce the principal or
change the Stated Maturity of any Security or reduce the amount of, or postpone
the date fixed for, the payment of any sinking fund or analogous obligation;


(d) reduce the principal
amount of Discount Securities payable upon acceleration of the maturity thereof;


(e) waive a Default or Event
of Default in the payment of the principal of or interest, if any, on any
Security (except a rescission of acceleration of the Securities of any Series by
the Holders of at least a majority in principal amount of the outstanding
Securities of such Series and a waiver of the payment default that resulted from
such acceleration); 

(f) make the principal of or
interest, if any, on any Security payable in any currency other than that stated
in the Security; 

(g) make any change in
Sections 6.8, 6.13, or 9.3 (this sentence); or

(h) waive a redemption payment
with respect to any Security. 

Section 9.4 Compliance With Trust Indenture
Act. Every amendment to this
Indenture or the Securities of one or more Series shall be set forth in a
supplemental indenture hereto that complies with the TIA as then in effect.


Section 9.5 Revocation and Effect of Consents. Until an amendment is set forth in a
supplemental indenture or a waiver becomes effective, a consent to it by a
Holder of a Security is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder’s Security, even if notation of the consent is not made on
any Security. However, any such Holder or subsequent Holder may revoke the
consent as to his Security or portion of a Security if the Trustee receives the
notice of revocation before the date of the supplemental indenture or the date
the waiver becomes effective. 

Any amendment or waiver once
effective shall bind every Securityholder of each Series affected by such
amendment or waiver unless it is of the type described in any of clauses (a)
through (h) of Section 9.3. In that case, the amendment or waiver shall bind
each Holder of a Security who has consented to it and every subsequent Holder of
a Security or portion of a Security that evidences the same debt as the
consenting Holder’s Security. 

Section 9.6 Notation on or Exchange of
Securities. 

The Trustee may place an
appropriate notation about an amendment or waiver on any Security of any Series
thereafter authenticated. The Company in exchange for Securities of that Series
may issue and the Trustee shall authenticate upon request new Securities of that
Series that reflect the amendment or waiver. 

Section 9.7 Trustee Protected. In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Trustee shall
be entitled to receive, and (subject to Section 7.1) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee
shall sign all supplemental indentures, except that the Trustee need not sign
any supplemental indenture that adversely affects its rights. 

ARTICLE X 
MISCELLANEOUS 

Section 10.1 Trust Indenture Act Controls. If any provision of this Indenture limits,
qualifies, or conflicts with another provision which is required or deemed to be
included in this Indenture by the TIA, such required or deemed provision shall
control.

24 







Section 10.2 Notices. Any notice or communication by the Company or the Trustee to the other,
or by a Holder to the Company or the Trustee, is duly given if in writing and
delivered in person or mailed by first-class mail: 

if to the Company: 

ConnectOne Bancorp,
Inc.
301 Sylvan Avenue

Englewood Cliffs, NJ 07632 
Attention: Chief Executive Officer 
Telephone:
(201) 816-8900 

if to the Trustee: 

 

 

The Company or the Trustee by
notice to the other may designate additional or different addresses for
subsequent notices or communications. 

Any notice or communication to
a Securityholder shall be mailed by first-class mail to his address shown on the
register kept by the Registrar and, if any Bearer Securities are outstanding,
published in an Authorized Newspaper. Failure to mail a notice or communication
to a Securityholder of any Series or any defect in it shall not affect its
sufficiency with respect to other Securityholders of that or any other Series.


If a notice or communication
is mailed or published in the manner provided above, within the time prescribed,
it is duly given, whether or not the Securityholder receives it. 

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

Section 10.3 Communication by Holders with Other
Holders. Securityholders of any
Series may communicate pursuant to TIA Section 312(b) with other Securityholders
of that Series or any other Series with respect to their rights under this
Indenture or the Securities of that Series or all Series. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA Section
312(c). 

Section 10.4 Certificate and Opinion as to Conditions
Precedent. Upon any request or
application by the Company to the Trustee to take any action under this
Indenture, the Company shall furnish to the Trustee: 

(a) an Officers’ Certificate
stating that, in the opinion of the signers, all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with; and 

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

Section 10.5 Statements Required in Certificate or
Opinion. 

Each certificate or opinion
with respect to compliance with a condition or covenant provided for in this
Indenture (other than a certificate provided pursuant to TIA Section 314(a)(4))
shall comply with the provisions of TIA Section 314(e) and shall include:


(a) a statement that the
person making such certificate or opinion has read such covenant or condition;


(b) a brief statement as to
the nature and scope of the examination or investigation upon which the
statements or opinions contained in such certificate or opinion are
based;

25 







(c) 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 

(d) a statement as to whether
or not, in the opinion of such person, such condition or covenant has been
complied with. 

Section 10.6 Rules by Trustee and Agents. The Trustee may make reasonable rules for action
by, or a meeting of, Securityholders of one or more Series. Any Agent may make
reasonable rules and set reasonable requirements for its functions. 

Section 10.7 Legal Holidays. Unless otherwise provided by Board Resolution,
Officers’ Certificate or supplemental indenture hereto for a particular Series,
a “Legal Holiday” is any day that is not a Business Day. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue
for the intervening period. 

Section 10.8 No Recourse Against Others. A director, officer, employee or stockholder, as
such, of the Company shall not have any liability for any obligations of the
Company under the Securities or the Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. Each
Securityholder by accepting a Security waives and releases all such liability.
The waiver and release are part of the consideration for the issue of the
Securities. 

Section 10.9 Counterparts. 

This Indenture may be executed
in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.


Section 10.10 Governing Laws. THIS INDENTURE AND THE SECURITIES SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND
TO BE PERFORMED IN SUCH STATE,
WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF. 

Section 10.11 No Adverse Interpretation of Other
Agreements. This Indenture may
not be used to interpret another indenture, loan or debt agreement of the
Company or a Subsidiary of the Company. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture. 

Section 10.12 Successors. All agreements of the Company in this Indenture and the Securities
shall bind its successor. All agreements of the Trustee in this Indenture shall
bind its successor. 

Section 10.13 Severability. In case any provision in this Indenture or in
the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby. 

Section 10.14 Table of Contents, Headings, Etc. The Table of Contents, Cross-Reference Table,
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.


ARTICLE
XI 
SINKING FUNDS 

Section 11.1 Applicability of Article. The provisions of this Article shall be
applicable to any sinking fund for the retirement of the Securities of a Series,
except as otherwise permitted or required by any form of Security of such Series
issued pursuant to this Indenture.

26 







The minimum amount of any
sinking fund payment provided for by the terms of the Securities of any Series
is herein referred to as a “mandatory sinking fund payment” and any other amount
provided for by the terms of Securities of such Series is herein referred to as
an “optional sinking fund payment.” If provided for by the terms of Securities
of any Series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 11.2. Each sinking fund payment shall be
applied to the redemption of Securities of any Series as provided for by the
terms of the Securities of such Series. 

Section 11.2 Satisfaction Of Sinking Fund Payments With
Securities. The Company may, in
satisfaction of all or any part of any sinking fund payment with respect to the
Securities of any Series to be made pursuant to the terms of such Securities (a)
deliver outstanding Securities of such Series to which such sinking fund payment
is applicable (other than any of such Securities previously called for mandatory
sinking fund redemption) and (b) apply as credit Securities of such Series to
which such sinking fund payment is applicable and which have been repurchased by
the Company or redeemed either at the election of the Company pursuant to the
terms of such Series of Securities (except pursuant to any mandatory sinking
fund) or through the application of permitted optional sinking fund payments or
other optional redemptions pursuant to the terms of such Securities, provided
that such Securities have not been previously so credited. Such Securities shall
be received by the Trustee, together with an Officers’ Certificate with respect
thereto, not later than 15 days prior to the date on which the Trustee begins
the process of selecting Securities for redemption, and shall be credited for
such purpose by the Trustee at the price specified in such Securities for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly. If as a result of the delivery or
credit of Securities in lieu of cash payments pursuant to this Section 11.2, the
principal amount of Securities of such Series to be redeemed in order to exhaust
the aforesaid cash payment shall be less than $100,000, the Trustee need not
call Securities of such Series for redemption, except upon receipt of a Company
Order that such action be taken, and such cash payment shall be held by the
Trustee or a Paying Agent and applied to the next succeeding sinking fund
payment, provided, however, that the Trustee or such Paying Agent shall from
time to time upon receipt of a Company Order pay over and deliver to the Company
any cash payment so being held by the Trustee or such Paying Agent upon delivery
by the Company to the Trustee of Securities of that Series purchased by the
Company having an unpaid principal amount equal to the cash payment required to
be released to the Company. 

Section 11.3 Redemption Of Securities For Sinking
Fund. Not less than 45 days
(unless otherwise indicated in the Board Resolution, supplemental indenture or
Officers’ Certificate in respect of a particular Series of Securities) prior to
each sinking fund payment date for any Series of Securities, the Company will
deliver to the Trustee an Officers’ Certificate specifying the amount of the
next ensuing mandatory sinking fund payment for that Series pursuant to the
terms of that Series, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting of Securities of that Series pursuant to Section 11.2,
and the optional amount, if any, to be added in cash to the next ensuing
mandatory sinking fund payment, and the Company shall thereupon be obligated to
pay the amount therein specified. Not less than 30 days (unless otherwise
indicated in the Board Resolution, Officers’ Certificate or supplemental
indenture in respect of a particular Series of Securities) before each such
sinking fund payment date the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 3.2 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 3.3. Such notice having
been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 3.4, 3.5 and 3.6.

27 







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


	ConnectOne Bancorp, Inc,
	 
	 
	By:
	Title:
	 
	[TRUSTEE]
	 
	 
	By:
	Title:




    28