Exhibit
4.7

       

    

    SANDY
SPRING BANCORP, INC.

    Issuer

     

    and

     

    WILMINGTON
TRUST FSB

    Trustee

     

    INDENTURE

     

    Dated
as of _______________, 20__

     

    SUBORDINATED
DEBT SECURITIES


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SANDY
SPRING BANCORP, INC.

    CERTAIN
SECTIONS OF THIS INDENTURE RELATING TO

    SECTIONS
310 THROUGH 318, INCLUSIVE, OF THE

    TRUST
INDENTURE ACT OF 1939:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                      Trust Indenture Act Section

                                                    	 
      	
                                                      Indenture Section

                                                    
	
                                                      §310(a)(1)

                                                    	 
      	
                                                      609

                                                    
	
                                                      (a)(2)

                                                    	 
      	
                                                      609

                                                    
	
                                                      (a)(3)

                                                    	 
      	
                                                      Not
      Applicable

                                                    
	
                                                      (a)(4)

                                                    	 
      	
                                                      Not
      Applicable

                                                    
	
                                                      (b)

                                                    	 
      	
                                                      608;
      610

                                                    
	
                                                      §311(a)

                                                    	 
      	
                                                      613

                                                    
	
                                                      (b)

                                                    	 
      	
                                                      613

                                                    
	
                                                      §312(a)

                                                    	 
      	
                                                      701;
      702

                                                    
	
                                                      (b)

                                                    	 
      	
                                                      702

                                                    
	
                                                      (c)

                                                    	 
      	
                                                      702

                                                    
	
                                                      §313(a)

                                                    	 
      	
                                                      703

                                                    
	
                                                      (b)

                                                    	 
      	
                                                      703

                                                    
	
                                                      (c)

                                                    	 
      	
                                                      703

                                                    
	
                                                      (d)

                                                    	 
      	
                                                      703

                                                    
	
                                                      §314(a)

                                                    	 
      	
                                                      704

                                                    
	
                                                      (a)(4)

                                                    	 
      	
                                                      1004

                                                    
	
                                                      (b)

                                                    	 
      	
                                                      Not
      Applicable

                                                    
	
                                                      (c)(1)

                                                    	 
      	
                                                      102

                                                    
	
                                                      (c)(2)

                                                    	 
      	
                                                      102

                                                    
	
                                                      (c)(3)

                                                    	 
      	
                                                      Not
      Applicable

                                                    
	
                                                      (d)

                                                    	 
      	
                                                      Not
      Applicable

                                                    
	
                                                      (e)

                                                    	 
      	
                                                      102

                                                    
	
                                                      §315(a)

                                                    	 
      	
                                                      601;
      603

                                                    
	
                                                      (b)

                                                    	 
      	
                                                      602

                                                    
	
                                                      (c)

                                                    	 
      	
                                                      601

                                                    
	
                                                      (d)

                                                    	 
      	
                                                      601

                                                    
	
                                                      (e)

                                                    	 
      	
                                                      514

                                                    
	
                                                      §316(a)

                                                    	 
      	
                                                      101

                                                    
	
                                                      (a)(1)(A)

                                                    	 
      	
                                                      502;
      512

                                                    
	
                                                      (a)(1)(B)

                                                    	 
      	
                                                      513

                                                    
	
                                                      (a)(2)

                                                    	 
      	
                                                      Not
      Applicable

                                                    
	
                                                      (b)

                                                    	 
      	
                                                      508

                                                    
	
                                                      (c)

                                                    	 
      	
                                                      104

                                                    
	
                                                      §317(a)(1)

                                                    	 
      	
                                                      503

                                                    
	
                                                      (a)(2)

                                                    	 
      	
                                                      504

                                                    
	
                                                      (b)

                                                    	 
      	
                                                      1003

                                                    
	
                                                      §318(a)

                                                    	
                                                        

                                                    	
                                                      107

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    NOTE:
This reconciliation and tie shall not, for any purpose, be deemed to be a part
of the Indenture.

     


    
      
         


      

      
        i

        
          

        

      

      
         


      

    

    

      TABLE OF
CONTENTS

      
        
          
            
              
                
                  
                    
                       

                      
                        
                          
                            
                              
                                
                                  	 
      	 
      	
                                          Page

                                        
	 
      
	
                                          ARTICLE I

                                        
	
                                          DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                                        
	 
      
	
                                          Section 1.01.

                                        	
                                          Definitions

                                        	
                                          1

                                        
	
                                          Section 1.02.

                                        	
                                          Compliance Certificates and Opinions

                                        	
                                          8

                                        
	
                                          Section 1.03.

                                        	
                                          Form of Documents Delivered to Trustee

                                        	
                                          8

                                        
	
                                          Section 1.04.

                                        	
                                          Acts of Holders; Record Dates

                                        	
                                          9

                                        
	
                                          Section 1.05.

                                        	
                                          Notices, Etc., to Trustee and the Company

                                        	
                                          10

                                        
	
                                          Section 1.06.

                                        	
                                          Notice to Holders; Waiver

                                        	
                                          10

                                        
	
                                          Section 1.07.

                                        	
                                          Conflict with Trust Indenture Act

                                        	
                                          11

                                        
	
                                          Section 1.08.

                                        	
                                          Effect of Headings and Table of Contents

                                        	
                                          11

                                        
	
                                          Section 1.09.

                                        	
                                          Successors and Assigns

                                        	
                                          11

                                        
	
                                          Section 1.10.

                                        	
                                          Separability Clause

                                        	
                                          11

                                        
	
                                          Section 1.11.

                                        	
                                          Benefits of Indenture

                                        	
                                          11

                                        
	
                                          Section 1.12.

                                        	
                                          Governing Law

                                        	
                                          11

                                        
	
                                          Section 1.13.

                                        	
                                          Legal Holidays

                                        	
                                          11

                                        
	
                                          Section 1.14.

                                        	
                                          Language of Notices, Etc.

                                        	
                                          12

                                        
	
                                          Section 1.15.

                                        	
                                          Interest Limitation

                                        	
                                          12

                                        
	
                                          Section 1.16.

                                        	
                                          No Personal Liability of Officers, Directors, Employees or Shareholders

                                        	
                                          13

                                        
	
                                          Section 1.17.

                                        	
                                          Applicability of Depositary

                                        	
                                          13

                                        
	 
      	 
      	 
      
	
                                          ARTICLE II

                                        
	
                                          SECURITY FORMS

                                        
	 
      
	
                                          Section 2.01.

                                        	
                                          Forms Generally

                                        	
                                          13

                                        
	
                                          Section 2.02.

                                        	
                                          Form of Face of Security

                                        	
                                          13

                                        
	
                                          Section 2.03.

                                        	
                                          Form of Reverse of Security

                                        	
                                          18

                                        
	
                                          Section 2.04.

                                        	
                                          Global Securities

                                        	
                                          22

                                        
	
                                          Section 2.05.

                                        	
                                          Form of Trustee’s Certificate and Authorization

                                        	
                                          23

                                        
	 
      	 
      	 
      
	
                                          ARTICLE III

                                        
	
                                          THE SECURITIES

                                        
	 
      
	
                                          Section 3.01.

                                        	
                                          Amount Unlimited; Issuable in Series

                                        	
                                          24

                                        
	
                                          Section 3.02.

                                        	
                                          Denominations

                                        	
                                          27

                                        
	
                                          Section 3.03.

                                        	
                                          Execution, Authentication, Delivery and Dating

                                        	
                                          27

                                        
	
                                          Section 3.04.

                                        	
                                          Temporary Securities

                                        	
                                          29

                                        
	
                                          Section 3.05.

                                        	
                                          Registration, Registration of Transfer and Exchange

                                        	
                                          29

                                        
	
                                          Section 3.06.

                                        	
                                          Mutilated, Destroyed, Lost and Stolen Securities

                                        	
                                          31

                                        
	
                                          Section 3.07.

                                        	
                                          Payment of Interest; Interest Rights Preserved

                                        	
                                          32

                                        
	
                                          Section 3.08.

                                        	
                                          Persons Deemed Owners

                                        	
                                          33

                                        
	
                                          Section 3.09.

                                        	
                                          Cancellation

                                        	
                                          33

                                        
	
                                          Section 3.10.   

                                        	
                                          Computation of Interest   

                                        	
                                          34

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          ii

          
            

          

        

        
           


        

      

       

      TABLE OF CONTENTS

      (continued)

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 
      	 
      	
                                        Page

                                      
	 
      	 
      	 
      
	
                                        Section 3.11.

                                      	
                                        CUSIP Numbers

                                      	
                                        34

                                      
	 
      	 
      	 
      
	
                                        ARTICLE IV

                                      
	
                                        SATISFACTION AND DISCHARGE

                                      
	 
      	 
      	 
      
	
                                        Section 4.01.

                                      	
                                        Satisfaction and Discharge of Indenture

                                      	
                                        34

                                      
	
                                        Section 4.02.

                                      	
                                        Application of Trust Money

                                      	
                                        35

                                      
	 
      	 
      	 
      
	
                                        ARTICLE V

                                      
	
                                        REMEDIES

                                      
	 
      
	
                                        Section 5.01.

                                      	
                                        Events of Default

                                      	
                                        35

                                      
	
                                        Section 5.02.

                                      	
                                        Acceleration of Maturity; Rescission and Annulment

                                      	
                                        36

                                      
	
                                        Section 5.03.

                                      	
                                        Collection of Indebtedness and Suits for Enforcement by Trustee

                                      	
                                        37

                                      
	
                                        Section 5.04.

                                      	
                                        Trustee May File Proofs of Claim

                                      	
                                        38

                                      
	
                                        Section 5.05.

                                      	
                                        Trustee May Enforce Claims Without Possession of Securities

                                      	
                                        38

                                      
	
                                        Section 5.06.

                                      	
                                        Application of Money Collected

                                      	
                                        38

                                      
	
                                        Section 5.07.

                                      	
                                        Limitation on Suits

                                      	
                                        39

                                      
	
                                        Section 5.08.

                                      	
                                        Unconditional Right of Holders to Receive Principal, Premium and Interest

                                      	
                                        39

                                      
	
                                        Section 5.09.

                                      	
                                        Restoration of Rights and Remedies

                                      	
                                        40

                                      
	
                                        Section 5.10.

                                      	
                                        Rights and Remedies Cumulative

                                      	
                                        40

                                      
	
                                        Section 5.11.

                                      	
                                        Delay or Omission Not Waiver

                                      	
                                        40

                                      
	
                                        Section 5.12.

                                      	
                                        Control by Holders

                                      	
                                        40

                                      
	
                                        Section 5.13.

                                      	
                                        Waiver of Past Defaults

                                      	
                                        41

                                      
	
                                        Section 5.14.

                                      	
                                        Undertaking for Costs

                                      	
                                        41

                                      
	 
      	 
      	 
      
	
                                        ARTICLE VI

                                      
	
                                        THE TRUSTEE

                                      
	 
      	 
      	 
      
	
                                        Section 6.01.

                                      	
                                        Certain Duties and Responsibilities

                                      	
                                        41

                                      
	
                                        Section 6.02.

                                      	
                                        Notice of Defaults

                                      	
                                        43

                                      
	
                                        Section 6.03.

                                      	
                                        Certain Rights of Trustee

                                      	
                                        43

                                      
	
                                        Section 6.04.

                                      	
                                        Not Responsible for Recitals or Issuance of Securities

                                      	
                                        44

                                      
	
                                        Section 6.05.

                                      	
                                        May Hold Securities

                                      	
                                        44

                                      
	
                                        Section 6.06.

                                      	
                                        Money Held in Trust

                                      	
                                        44

                                      
	
                                        Section 6.07.

                                      	
                                        Compensation and Reimbursement

                                      	
                                        45

                                      
	
                                        Section 6.08.

                                      	
                                        Disqualification; Conflicting Interests

                                      	
                                        45

                                      
	
                                        Section 6.09.

                                      	
                                        Corporate Trustee Required; Eligibility

                                      	
                                        46

                                      
	
                                        Section 6.10.

                                      	
                                        Resignation and Removal; Appointment of Successor

                                      	
                                        46

                                      
	
                                        Section 6.11.

                                      	
                                        Acceptance of Appointment by Successor

                                      	
                                        47

                                      
	
                                        Section 6.12.

                                      	
                                        Merger, Conversion, Consolidation or Succession to Business

                                      	
                                        48

                                      
	
                                        Section 6.13.

                                      	
                                        Preferential Collection of Claims Against the Company

                                      	
                                        48

                                      
	
                                        Section 6.14. 

                                      	
                                        Appointment of Authenticating Agent 

                                      	
                                        49

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          iii

          
            

          

        

        
           


        

      

       

      TABLE OF CONTENTS

      (continued)

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            	 
      	 
      	
                                                                                    Page

                                                                                  
	 
      	 
      	 
      
	
                                                                                    ARTICLE VII

                                                                                  
	
                                                                                    HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND THE COMPANY

                                                                                  
	 
      	 
      	 
      
	
                                                                                    Section 7.01.

                                                                                  	
                                                                                    The Company to Furnish Trustee Names and Addresses of Holders

                                                                                  	
                                                                                    51

                                                                                  
	
                                                                                    Section 7.02.

                                                                                  	
                                                                                    Preservation of Information; Communications to Holders

                                                                                  	
                                                                                    51

                                                                                  
	
                                                                                    Section 7.03.

                                                                                  	
                                                                                    Reports by Trustee

                                                                                  	
                                                                                    51

                                                                                  
	
                                                                                    Section 7.04.

                                                                                  	
                                                                                    Reports by the Company

                                                                                  	
                                                                                    52

                                                                                  
	 
      	 
      	 
      
	
                                                                                    ARTICLE VIII

                                                                                  
	
                                                                                    CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

                                                                                  
	 
      	 
      	 
      
	
                                                                                    Section 8.01.

                                                                                  	
                                                                                    The Company May Consolidate, Etc., Only on Certain Terms

                                                                                  	
                                                                                    52

                                                                                  
	
                                                                                    Section 8.02.

                                                                                  	
                                                                                    Successor Substituted

                                                                                  	
                                                                                    53

                                                                                  
	 
      	 
      	 
      
	
                                                                                    ARTICLE IX

                                                                                  
	
                                                                                    SUPPLEMENTAL INDENTURES

                                                                                  
	 
      	 
      	 
      
	
                                                                                    Section 9.01.

                                                                                  	
                                                                                    Supplemental Indentures Without Consent of Holders

                                                                                  	
                                                                                    53

                                                                                  
	
                                                                                    Section 9.02.

                                                                                  	
                                                                                    Supplemental Indentures with Consent of Holders

                                                                                  	
                                                                                    54

                                                                                  
	
                                                                                    Section 9.03.

                                                                                  	
                                                                                    Execution of Supplemental Indentures

                                                                                  	
                                                                                    55

                                                                                  
	
                                                                                    Section 9.04.

                                                                                  	
                                                                                    Effect of Supplemental Indentures

                                                                                  	
                                                                                    55

                                                                                  
	
                                                                                    Section 9.05.

                                                                                  	
                                                                                    Conformity with Trust Indenture Act

                                                                                  	
                                                                                    55

                                                                                  
	
                                                                                    Section 9.06.

                                                                                  	
                                                                                    Reference in Securities to Supplemental Indentures

                                                                                  	
                                                                                    55

                                                                                  
	 
      	 
      	 
      
	
                                                                                    ARTICLE X

                                                                                  
	
                                                                                    COVENANTS

                                                                                  
	 
      
	
                                                                                    Section 10.01.

                                                                                  	
                                                                                    Payment of Principal, Premium and Interest

                                                                                  	
                                                                                    56

                                                                                  
	
                                                                                    Section 10.02.

                                                                                  	
                                                                                    Maintenance of Office or Agency

                                                                                  	
                                                                                    56

                                                                                  
	
                                                                                    Section 10.03.

                                                                                  	
                                                                                    Money for Securities Payments to Be Held in Trust

                                                                                  	
                                                                                    56

                                                                                  
	
                                                                                    Section 10.04.

                                                                                  	
                                                                                    Statement by Officers as to Default

                                                                                  	
                                                                                    57

                                                                                  
	
                                                                                    Section 10.05.

                                                                                  	
                                                                                    Waiver of Certain Covenants

                                                                                  	
                                                                                    58

                                                                                  
	 
      	 
      	 
      
	
                                                                                    ARTICLE XI

                                                                                  
	
                                                                                    REDEMPTION OF SECURITIES

                                                                                  
	 
      	 
      	 
      
	
                                                                                    Section 11.01.

                                                                                  	
                                                                                    Applicability of Article

                                                                                  	
                                                                                    58

                                                                                  
	
                                                                                    Section 11.02.

                                                                                  	
                                                                                    Election to Redeem; Notice to Trustee

                                                                                  	
                                                                                    58

                                                                                  
	
                                                                                    Section 11.03.

                                                                                  	
                                                                                    Selection by Trustee of Securities to be Redeemed

                                                                                  	
                                                                                    59

                                                                                  
	
                                                                                    Section 11.04.

                                                                                  	
                                                                                    Notice of Redemption

                                                                                  	
                                                                                    59

                                                                                  
	
                                                                                    Section 11.05.

                                                                                  	
                                                                                    Deposit of Redemption Price

                                                                                  	
                                                                                    60

                                                                                  
	
                                                                                    Section 11.06.

                                                                                  	
                                                                                    Securities Payable on Redemption Date

                                                                                  	
                                                                                    60

                                                                                  
	
                                                                                    Section 11.07. 

                                                                                  	
                                                                                    Securities Redeemed in Part   

                                                                                  	
                                                                                    60

                                                                                  


                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      



      
        
           


        

        
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      TABLE OF CONTENTS

      (continued)

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	 
      	
                                  Page

                                
	 
      
	
                                  ARTICLE XII

                                
	
                                  SINKING FUNDS

                                
	 
      
	
                                  Section 12.01.

                                	
                                  Applicability of Article

                                	
                                  60

                                
	
                                  Section 12.02.

                                	
                                  Satisfaction of Sinking Fund Payments with Securities

                                	
                                  61

                                
	
                                  Section 12.03.

                                	
                                  Redemption of Securities for Sinking Fund

                                	
                                  61

                                
	 
      	 
      	 
      
	
                                  ARTICLE XIII

                                
	
                                  DEFEASANCE

                                
	 
      	 
      	 
      
	
                                  Section 13.01.

                                	
                                  Applicability of Article

                                	
                                  61

                                
	
                                  Section 13.02.

                                	
                                  Legal Defeasance

                                	
                                  62

                                
	
                                  Section 13.03.

                                	
                                  Covenant Defeasance

                                	
                                  63

                                
	
                                  Section 13.04.

                                	
                                  Application by Trustee of Funds Deposited for Payment of Securities

                                	
                                  65

                                
	
                                  Section 13.05.

                                	
                                  Repayment to the Company

                                	
                                  65

                                
	
                                  Section 13.06.

                                	
                                  Reinstatement

                                	
                                  65

                                
	 
      	 
      	 
      
	
                                  ARTICLE XIV

                                
	
                                  SUBORDINATION OF SECURITIES

                                
	 
      	 
      	 
      
	
                                  Section 14.01.

                                	
                                  Securities Subordinated to Senior Debt

                                	
                                  66

                                


                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
          

      

      
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    INDENTURE
dated as of _________
, 20__, between SANDY SPRING BANCORP, INC., a Maryland corporation (the
“Company”), having its principal office at 17801 Georgia Avenue, Olney, Maryland
20832, and Wilmington Trust FSB, a federal savings bank (the “Trustee”), having
its principal office at 1100 N. Market Street, Wilmington, Delaware
19890.

     

    RECITALS
OF THE COMPANY

     

    The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its unsecured subordinated
debentures, notes or other evidences of indebtedness (the “Securities”), to be
issued in one or more series as provided in this Indenture.

     

    All
things necessary to make this Indenture a valid agreement of the Company, in
accordance with its terms, have been done.

     

    This
Indenture is subject to the provisions of the Trust Indenture Act that are
required to be a part of this Indenture and, to the extent applicable, shall be
governed by such provisions.

     

    WITNESSETH:

     

    NOW,
THEREFORE, THIS INDENTURE

     

    For and
in consideration of the premises and the purchase of the Securities by the
Holders thereof, it is mutually agreed, for the equal and proportionate benefit
of all Holders of the Securities or of any series thereof, as
follows:

     

    ARTICLE
I


     

    DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION

     

    Section
1.01.  Definitions

     

    For all
purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires:

     

    (1)           the
terms defined in this Article have the meanings assigned to them in this Article
and include the plural as well as the singular;

     

    (2)           all
other terms used herein which are defined in the Trust Indenture Act, either
directly, or by reference therein, have the meanings assigned to them
therein;

     

    (3)           all
accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with generally accepted accounting principles in the United
States, and, except as otherwise herein expressly provided, the term “generally accepted accounting
principles” with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally accepted in the
United States at the date of such computation;

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (4)           the
words “herein”, “hereof” and “hereunder” and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision; and

     

    (5)           the
words “Article” and
“Section” refer to an
Article and Section, respectively, of this Indenture.

     

    “Act”, when used with respect
to any Holder, has the meaning specified in Section 1.04.

     

    “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” when used with
respect to any specified Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.

     

    “Authenticating Agent” means
any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf
of the Trustee to authenticate Securities of one or more series.

     

    “Authorized Newspaper” means a
newspaper, in the English language or in an official language of the country of
publication, customarily published on each Business Day, whether or not
published on Saturdays, Sundays or holidays, and of general circulation in the
place in connection with which the term is used or in the financial community of
such place.

     

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

     

    “Board of Directors” means the
board of directors of the Company, or the executive or any other committee of
that board duly authorized to act in respect thereof.

     

    “Board Resolution” means a
copy of a resolution certified by the Corporate Secretary of the Company, the
principal financial officer of the Company or any other authorized officer of
the Company or a Person duly authorized by any of them, to have been duly
adopted by the Board of Directors and to be in full force and effect on the date
of such certification, and delivered to the Trustee.

     

    “Business Day” means any day
other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in
Wilmington, Delaware or any applicable Place of Payment are authorized or
required by law, regulation or executive order to remain closed or (iii) a day
on which the Corporate Trust Office of the Trustee is closed for
business.

     

    “Commission” means the
Securities and Exchange Commission, as from time to time constituted, created
under the Exchange Act or, if at any time after the execution of this instrument
such Commission is not existing and performing the duties now assigned to it
under the Trust Indenture Act, then the body performing such duties at such
time.

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    “Company” means the Person
named as the “Company”
in the first paragraph of this instrument until a successor Person shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter “Company” shall mean such successor Person.

     

    “Company Request” or “Company Order” means a
written request or order signed in the name of the Company by the Chairman of
the Board, the Vice Chairman, the President or a Vice President of the Company,
and by the Treasurer or Secretary of the Company, 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, which at the date hereof is 246
Goose Lane, Suite 105, Guilford, Connecticut 06437.

     

    “Corporation” includes
corporations, associations, partnerships (general or limited), limited liability
companies, joint-stock companies and business trusts.

     

    “Covenant defeasance” has the
meaning specified in Section 13.03.

     

    “Custodian” means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

     

    “Debt” means any debt for
money borrowed.

     

    “Default” means, with respect
to a series of Securities, any event which is, or after notice or lapse of time
or both would become, an Event of Default with respect to Securities of such
series.

     

    “Defaulted Interest” has the
meaning specified in Section 3.07.

     

    “Defeasance” has the meaning
specified in Section 13.02.

     

    “Definitive Security” means a
Security other than a Global Security or a temporary Security.

     

    “Depositary” means, with
respect to Securities of any series issuable in whole or in part in the form of
one or more Global Securities, a clearing agency registered under the Exchange
Act that is designated to act as Depositary for such Securities as contemplated
by Section 3.01, until a successor Depositary shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter shall mean or
include each Person which is then a Depositary hereunder, and if at any time
there is more than one such Person, shall be a collective reference to such
Persons.

     

    “Dollar” or “$” means the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.

     

    “Event of Default” has the
meaning specified in Section 5.01.


    
      
         


      

      
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    “Exchange Act” means the
Securities Exchange Act of 1934, as amended from time to time, and any statute
successor thereto.

     

    “Fiscal Year” means, with
respect to the Company, each 12-month period beginning on January 1 and ending
on December 31; provided, however, that, with respect
to a series of Securities, the first fiscal year will begin on the date such
series of Securities is authenticated and delivered under this Indenture. The
Company will notify the Trustee if its fiscal year changes.

     

    “Global Security” means a
Security in global form that evidences all or part of the Securities of any
series and is registered in the name of the Depositary for such Securities or a
nominee thereof.

     

    “Holder” means a Person in
whose name a Security is registered in the Security Register.

     

    “Indenture” means this
instrument as originally executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof, including, for all purposes of this
instrument, and any such supplemental indenture, the provisions of the Trust
Indenture Act that are deemed to be a part of and govern this instrument and any
such supplemental indenture, respectively. The term “Indenture” also shall
include the terms of particular series of Securities established as contemplated
by Section 3.01.

     

    “Interest”, when used with
respect to an Original Issue Discount Security which by its terms bears interest
only after Maturity, means interest payable after Maturity.

     

    “Interest Payment Date”, when
used with respect to any Security, means the Stated Maturity of an installment
of interest on such Security.

     

    “Maturity”, when used with
respect to any Security, means the date on which the principal of such Security
or an 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.

     

    “Notice of Default” means a
written notice of the kind specified in Section 5.01(3).

     

    “Officers’ Certificate” of a
Person means a certificate signed by any two of the Chairman of the Board, the
Vice Chairman, the President or a Vice President of the Person, or if such
Person is a partnership, of its general partner, and delivered to the Trustee.
One of the officers or such other Persons (as applicable) signing an Officers’
Certificate given pursuant to Section 1004 shall be the principal executive,
financial or accounting officer of the Person, or if such Person is a
partnership, of its general partner.

     

    “Opinion of Counsel” means a
written opinion of legal counsel, who may be an employee of or counsel for the
Company, which opinion shall comply with the provisions of Sections 1.02 and
1.03. Such counsel shall be acceptable to the Trustee, whose acceptance shall
not be unreasonably withheld.


    
      
         


      

      
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    “Original Issue Discount
Security” means any Security which provides for an amount less than the
stated principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.02.

     

    “Outstanding”, when used with
respect to Securities, means, as of the date of determination, all Securities
theretofore authenticated and delivered under this Indenture,
except:

     

    (i)  Securities
theretofore canceled by the Trustee or delivered to the Trustee for
cancellation;

     

    (ii)  Securities
for whose payment or redemption money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the
Company) in trust or set aside and segregated in trust by the Company (if the
Company shall act as its own Paying Agent) for the Holders of such Securities;
provided, however,
that, if such Securities are to be redeemed, notice of such redemption has been
duly given pursuant to this Indenture or provision therefor has been
made;

     

    (iii)  Securities
which have been paid pursuant to Section 3.06 or in exchange for or in lieu of
which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Securities are
held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company; and

     

    (iv)  Securities,
except to the extent provided in Sections 13.02 and 13.03, with respect to which
the Company has effected defeasance or covenant defeasance as provided in
Article XIII;

     

    provided, however, that in
determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, (A) the principal amount of an Original
Issue Discount Security that shall be deemed to be Outstanding shall be the
amount of the principal thereof that would be due and payable as of the date of
such determination upon acceleration of the Maturity thereof on such date
pursuant to Section 5.02, (B) the principal amount of a Security denominated in
one or more currencies or currency units other than U.S. dollars shall be the
U.S. dollar equivalent of such currencies or currency units, determined in the
manner provided as contemplated by Section 3.01 on the date of original issuance
of such Security, of the principal amount (or, in the case of an Original Issue
Discount Security, the U.S. dollar equivalent (as so determined) on the date of
original issuance of such Security, of the amount determined as provided in
Clause (A) above) of such Security, and (C) Securities owned by the Company or
any other obligor upon the Securities or any Affiliate of the Company or of such
other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Securities which the Trustee knows to be so owned shall be so disregarded.
Securities so owned as described in Clause (C) above which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other
obligor.


    
      
         


      

      
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    “Paying Agent” means any
Person authorized by the Company to pay the principal of or any premium or
interest on any Securities on behalf of the Company.

     

    “Periodic Offering” means an
offering of Securities of a series from time to time, the specific terms of
which Securities, including, without limitation, the rate or rates of interest
or formula for determining the rate or rates of interest thereon, if any, the
Stated Maturity or Stated Maturities thereof, the original issue date or dates
thereof, the redemption provisions, if any, with respect thereto, and any other
terms specified as contemplated by Section 3.01 with respect thereto, are to be
determined by the Company upon the issuance of such Securities.

     

    “Person” means any individual,
corporation, partnership, joint venture, trust, unincorporated organization or
government or any agency or political subdivision thereof.

     

    “Place of Payment”, when used
with respect to the Securities of any series, means, unless otherwise
specifically provided for with respect to such series as contemplated by Section
3.01, the office or agency of the Company in _________________ and such other
place or places where, subject to the provisions of Section 10.02, the principal
of and any premium and interest on the Securities of that series are payable as
specified as contemplated by Section 3.01.

     

    “Predecessor Security” of any
particular Security means every previous Security evidencing all or a portion of
the same Debt as that evidenced by such particular Security; and, for the
purposes of this definition, any Security authenticated and delivered under
Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or
stolen Security shall be deemed to evidence the same Debt as the mutilated,
destroyed, lost or stolen Security.

     

    “Redemption Date”, when used
with respect to any Security to be redeemed, means the date fixed for such
redemption by or pursuant to this Indenture.

     

    “Redemption Price”, when used
with respect to any Security to be redeemed, means the price at which it is to
be redeemed pursuant to this Indenture.

     

    “Regular Record Date” for the
interest payable on any Interest Payment Date on the Securities of any series
means the date specified for that purpose as contemplated by Section
3.01.

     

    “Securities” has the meaning
stated in the first recital of this Indenture and more particularly means any
Securities authenticated and delivered under this Indenture.

     

    “Security Register” and “Security Registrar” have the
respective meanings specified in Section 3.05.


    
      
         


      

      
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    “Senior Debt” ” means:
(i) the principal and any premium or interest for money borrowed or
purchased by the Company (including interest accruing on or after the filing of
any petition in bankruptcy or for reorganization relating to the Company,
whether or not such claim for post petition interest is allowed in such
proceedings); (ii) the principal and any premium or interest for money
borrowed or purchased by another Person and guaranteed by the Company;
(iii) any deferred obligation for the payment of the purchase price of
property or assets evidenced by a note or similar agreement; (iv) an obligation
arising from direct credit substitutes; and (v) any obligation associated
with derivative products such as interest and foreign exchange rate contracts,
commodity contracts and similar arrangements; in each case, whether outstanding
on the date this Subordinated Indenture becomes effective, or created, assumed
or incurred after that date; provided, however, that Senior
Debt excludes (a) any indebtedness, obligation or liability referred to in
clauses (i) through (v) above as to which, in the instrument creating
or evidencing that indebtedness, obligation or liability, it is expressly
provided that the indebtedness, obligation or liability is junior to, or ranks
equally in right of payment with, the Securities; and (b) the junior
subordinated debentures issued to Sandy Spring Capital Trust II and any
guarantee of the Company in respect of the equity securities or other securities
of Sandy Spring Capital Trust II.

     

    “Special Record Date” for the
payment of any Defaulted Interest means a date fixed by the Trustee pursuant to
Section 3.07.

     

    “Stated Maturity”, when used
with respect to the principal of 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” means, with
respect to any Person, any entity of which more than 50% of the total voting
power of the equity interests entitled, without regard to the occurrence of any
contingency, to vote in the election of directors, managers or trustees thereof;
or any partnership of which more than 50% of the partners’ equity interests,
considering all partners’ equity interests as a single class, is at the time
owned or controlled, directly or indirectly, by that Person or one or more of
the other Subsidiaries of that Person or combination thereof.

     

    “Trust Indenture Act” means
the Trust Indenture Act of 1939 as in force at the date as of which this
instrument was executed, except as otherwise provided in Section 9.05; provided, however, that if
the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture
Act” means, to the extent required by any such amendment, the Trust Indenture
Act of 1939 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 or include 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 each Trustee with respect to Securities of that series.

     

    “U.S. Government Obligations”
means securities which are (i) direct obligations of the United States for the
payment of which its full faith and credit is pledged, or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of
the United States, the payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States, each of which are not callable
or redeemable at the option of the issuer thereof.

     

    “Vice President”, when used
with respect to the Company, means any vice president of the Company, or when
used with respect to the Trustee, means any vice president of the
Trustee.


    
      
         


      

      
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    Section
1.02.  Compliance
Certificates and Opinions

     

    Upon any
application or request by the Company to the Trustee to take or refrain from
taking any action under any provision of this Indenture, the Company shall
furnish to the Trustee an Officers’ Certificate in form and substance reasonably
satisfactory to the Trustee stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been complied with, and an Opinion of
Counsel in form and substance reasonably satisfactory to the Trustee stating
that, in the opinion of such counsel, all such conditions precedent have been
complied with. Each such certificate or opinion shall be given in the form of an
Officers’ Certificate, if to be given by officers of the Company, or an Opinion
of Counsel, if to be given by counsel, and shall comply with the requirements of
the Trust Indenture Act and any other requirements set forth in this
Indenture.

     

    Every
Officers’ Certificate or Opinion of Counsel (except for certificates provided
for in Section 10.04) shall include:

     

    (1)           a
statement that each individual signing such certificate or opinion has read such
covenant or condition and the definitions herein relating thereto;

     

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

     

    (3)           a
statement that, in the opinion of each such individual, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and

     

    (4)           a
statement as to whether, in the opinion of each such individual, such condition
or covenant has been complied with.

     

    Section
1.03.  Form of
Documents Delivered to Trustee

     

    In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

     

    Any
certificate or opinion of an officer of the Company may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such officer knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
the matters upon which his certificate or opinion is based are erroneous. Any
such certificate or opinion of counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of the Company, stating that the information with respect to
such factual matters is in the possession of the Company, unless such counsel
knows that the certificate or opinion or representations with respect to such
matters are erroneous.


    
      
         


      

      
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    Where any
Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this
Indenture, they may, but need not, be consolidated and form one
instrument.

     

    Section
1.04.  Acts of
Holders; Record Dates

     

    Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given or taken by Holders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed (either physically or by means of a facsimile or an
electronic transmission, provided that such electronic
transmission is transmitted through the facilities of a Depositary) by such
Holders in person or by an agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered (either physically or by means of a
facsimile or an electronic transmission, provided that such electronic
transmission is transmitted through the facilities of a Depositary) to the
Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 315 of the Trust Indenture Act) conclusive in
favor of the Trustee and the Company, if made in the manner provided in this
Section.

     

    Without
limiting the generality of the foregoing, a Holder, including a Depositary that
is a Holder of a Global Security, may make, give or take, by a proxy or proxies,
duly appointed in writing, any request, demand, authorization, direction,
notice, consent, waiver or other action provided in this Indenture to be made,
given or taken by Holders, and a Depositary that is a Holder of a Global
Security may provide its proxy or proxies to the beneficial owners of interests
in any such Global Security.

     

    The fact
and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a
notary public or other officer authorized by law to take acknowledgments of
deeds, certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof. Where such execution is by a signer
acting in a capacity other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and
date of the execution of any such instrument or writing or the authority of the
Person executing the same, may also be proved in any other manner which the
Trustee deems sufficient.

     

    The
ownership, principal amount and serial numbers of Securities held by any Person,
and the date of commencement of such Person’s holding the same, shall be proved
by the Security Register.

     

    Any
request, demand, authorization, direction, notice, consent, waiver or other
action of the Holder of any Security shall bind every future Holder of the same
Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.


    
      
         


      

      
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    Without
limiting the foregoing, a Holder entitled hereunder to give or take any action
hereunder with regard to any particular Security may do so with regard to all or
any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any different part of such principal amount.

     

    The
Company may set any day as the record date for the purpose of determining the
Holders of Outstanding Securities of any series entitled to give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given or taken by Holders
of Securities of such series, but the Company shall have no obligation to do so.
With regard to any record date set pursuant to this paragraph, the Holders of
Outstanding Securities of the relevant series on such record date (or their duly
appointed agents), and only such Persons, shall be entitled to give or take the
relevant action, whether or not such Holders remain Holders after such record
date.

     

    Section
1.05.  Notices,
Etc., to Trustee and the Company

     

    Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with,

     

    (1)           the
Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made in writing and actually received by the Trustee at its office
at 246 Goose Lane, Suite 105, Guilford, Connecticut 06437, or at any other
address previously furnished in writing by the Trustee, or

     

    (2)           the
Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to the Company, addressed to it at 17801 Georgia
Avenue, Olney, Maryland 20832, to the attention of the Corporate Secretary, or
at any other address previously furnished in writing to the Trustee by the
Company.

     

    Section
1.06.  Notice to
Holders; Waiver

     

    Where
this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid (if international mail, by air mail), to
each Holder affected by such event, at his address as it appears in the Security
Register, not later than the latest date (if any), and not earlier than the
earliest date (if any), prescribed for the giving of such notice. In any case
where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders. Any notice
mailed to a Holder in the manner herein prescribed shall be conclusively deemed
to have been received by such Holder, whether or not such Holder actually
receives such notice.

     

    Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.


    
      
         


      

      
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    In case
of the suspension of regular mail service or by reason of any other cause it
shall be impracticable to give such notice by mail, then such notification as
shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder.

     

    Section
1.07.  Conflict with
Trust Indenture Act

     

    If any
provision hereof limits, qualifies or conflicts with a provision of the Trust
Indenture Act that is required under such Act to be a part of and govern this
Indenture, the latter provision shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that may
be so modified or excluded, the latter provision shall be deemed to apply to
this Indenture as so modified or excluded, as the case may be.

     

    Section
1.08.  Effect of
Headings and Table of Contents

     

    The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

     

    Section
1.09.  Successors
and Assigns

     

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

     

    Section
1.10.  Separability
Clause

     

    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
1.11.  Benefits of
Indenture

     

    Nothing
in this Indenture or in the Securities, express or implied, shall give to any
Person, other than the parties hereto and their successors hereunder, the
holders of Senior Debt and the Holders, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

     

    Section
1.12.  Governing
Law

     

    This
Indenture and the Securities shall be governed by and construed in accordance
with the law of the State of New York.

     

    Section
1.13.  Legal
Holidays

     

    In any
case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day, then (notwithstanding any other provision
of this Indenture or of the Securities (other than a provision of the Securities
of any series which specifically states that such provision shall apply in lieu
of this Section)) payment of interest or principal (and premium, if any) need
not be made on such date, but may be made on the next succeeding Business Day
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity, provided that no interest
shall accrue for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be.

     

    
      
         


      

      
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    Section
1.14.  Language of
Notices, Etc.

     

    Any
request, demand, authorization, direction, notice, consent, waiver or Act
required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication.

     

    Section
1.15.  Interest
Limitation

     

    It is the
intention of the Company to conform strictly to all applicable usury laws and
any subsequent revisions, repeals or judicial interpretations thereof.
Accordingly, if the transactions contemplated hereby would be usurious under any
applicable law then, in that event, notwithstanding anything to the contrary in
the Securities or this Indenture, it is agreed as follows: (i) the aggregate of
all consideration which constitutes interest under applicable law with respect
to a Security shall under no circumstances exceed the maximum amount allowed by
applicable law, and any excess shall be credited to the principal amount of such
Security (or, if the principal amount of such Security shall have been paid in
full, refunded to the Company), to the extent permitted by applicable law; and
(ii) in the event that the maturity of any Security is accelerated or in the
event of any redemption of such Security, then such consideration that
constitutes interest under applicable law may never include more than the
maximum amount allowed by applicable law, and any excess shall be credited to
the principal amount of such Security (or, if the principal amount of such
Security shall be paid in full, refunded to the Company), to the extent
permitted by applicable law. All calculations made to compute the rate of
interest with respect to a Security for the purpose of determining whether such
rate exceeds the maximum amount allowed by applicable law shall be made, to the
extent permitted by such applicable law, by allocating and spreading during the
period of the full stated term of such Security all interest any time contracted
for, taken, reserved, charged or received by such Holder or by the Trustee on
behalf of any such Holder in connection therewith so that the amount or rate of
interest charged for any and all periods of time during the term of the Security
does not exceed the maximum amount or rate of interest allowed to be charged by
law during the relevant period of time. Notwithstanding any of the foregoing, if
at any time applicable laws shall be changed so as to permit a higher rate or
amount of interest to be charged than that permitted prior to such change, then
unless prohibited by law, references in this Indenture or any Security to
“applicable law” when used in the context of determining the maximum interest or
rate of interest that can be charged shall be deemed to refer to such applicable
law as so amended to allow the greater amount or rate of interest.

     

    The right
to accelerate maturity of any Security does not include the right to accelerate
any interest which has not otherwise accrued to the date of such acceleration,
provided, however, that the foregoing shall not prohibit the continuing accrual
after acceleration of interest in accordance with the terms of the Indenture and
such Security.

     

    
      
         


      

      
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    Section
1.16.  No Personal
Liability of Officers, Directors, Employees or Shareholders

     

    Obligations
of the Company under this Indenture and the Securities hereunder are payable
only out of cash flow and assets of the Company. Each Holder of a Security by
its acceptance thereof, will be deemed to have agreed in this Indenture that no
director, officer, employee, or shareholder, as such, of the Company, the
Trustee, or any Affiliate of any of the foregoing entities shall have any
personal liability in respect of the obligations of the Company under this
Indenture or such Securities by reason of his, her or its status. The agreements
set forth in this Section are part of the consideration for the issuance of the
Securities.

     

    Section
1.17.  Applicability
of Depositary

     

    Notwithstanding
any other provision of this Indenture, so long as a series of Securities is a
Global Security, the parties hereto will be bound at all times by the applicable
procedures of the Depositary with respect to such series.

     

    ARTICLE
II


     

    SECURITY
FORMS

     

    Section
2.01.  Forms
Generally

     

    The
Securities of each series shall be in substantially the form set forth in this
Article, or in such other form as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with applicable laws or the rules of any securities
exchange or automated quotation system on which the Securities of such series
may be listed or traded or of any Depositary therefor or as may, consistently
herewith, be determined by the officers executing such Securities, as evidenced
by their execution of the Securities. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by an authorized officer or
other authorized Person on behalf of the Company and delivered to the Trustee at
or prior to the delivery of the Company Order contemplated by Section 3.03 for
the authentication and delivery of such Securities. Any form of Security
approved by or pursuant to a Board Resolution must be acceptable as to form by
the Trustee, such acceptance to be evidenced by the Trustee’s authentication of
Securities in that form.

     

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

     

    Section
2.02.  Form of Face
of Security

     

    [Insert
any legend required by the United States Internal Revenue Code and the
regulations thereunder.]


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    [If a
Global Security, as required by Section 2.04 of this Indenture, insert— THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY
NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN
THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO
SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION
OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A
GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.]

     

    [If
applicable, insert—UNLESS THIS SECURITY IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    SANDY
SPRING BANCORP, INC.

     

    [TITLE
OF SECURITY]


     

    
      
        	
                NO.

              	
                U.S.$_____________

              
	 	 
	
                [CUSIP
      No.                   ]

              	 
      


      

    

     

    SANDY
SPRING BANCORP, INC., a Maryland corporation (herein called the “Company”, which
term includes any successor Person under the Indenture hereinafter referred to),
for value received, hereby promises to pay to __________________, or registered
assigns, the principal sum of  United States
Dollars [state other currency] on _____________ __, 200_, [if the Security is to
bear interest prior to Maturity, insert—, and to pay interest thereon from
______________ __, 200_, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually
on  and  in each year, commencing ____________, at the rate
of _____% per annum, until the principal hereof is paid or made available for
payment [if applicable, insert—, and at the rate of _____% per annum on any
overdue principal and premium and on any overdue installment of interest]. [If
applicable, insert — (The amount of interest payable for any period shall be
computed on the basis of twelve 30-day months and a 360-day year. The amount of
interest payable for any partial period shall be computed on the basis of a
360-day year of twelve 30-day months and the days elapsed in any partial month.
In the event that any date on which interest is payable on this Security is not
a Business Day, then a payment of the interest payable on such date will be made
on the next succeeding day which is a Business Day (and without any interest or
other payment in respect of any such delay) with the same force and effect as if
made on the date the payment was originally payable. A “Business Day” means any
day other than (i) a Saturday or Sunday, (ii) a day on which banking
institutions in Wilmington, Delaware or any applicable Place of Payment are
authorized or required by law, regulation or executive order to remain closed or
(iii) a day on which the Corporate Trust Office of the Trustee is closed for
business.)]. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the ____________________
or  ___________________ (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice of which shall be given to Holders
of Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange or automated quotation system on
which the Securities of this series may be listed or traded, and upon such
notice as may be required by such exchange or automated quotation system, all as
more fully provided in such Indenture].

     

    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    [If the
Security is not to bear interest prior to Maturity, insert—(The principal of
this Security shall not bear interest except in the case of a default in payment
of principal upon acceleration, upon redemption or at Stated Maturity and in
such case the overdue principal of this Security shall bear interest at the rate
of ______% per annum, which shall accrue from the date of such default in
payment to the date payment of such principal has been made or duly provided
for. Interest on any overdue principal shall be payable on demand. Any such
interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of _____% per annum, which shall accrue from the date of
such demand for payment to the date payment of such interest has been made or
duly provided for, and such interest shall also be payable on
demand.)].

     

    [If a
Global Security, insert—(Payment of the principal of [(and premium, if any)] and
[if applicable, insert—any such] interest on this Security will be made by
transfer of immediately available funds to a bank account designated by the
Holder in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts [state other
currency].]

     

    [If a
Definitive Security, insert—(Payment of the principal of [(and premium, if any)]
and [if applicable, insert—any such] interest on this Security will be made at
the office or agency of the Company maintained for that purpose in
__________________, [in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private debts]
[state other currency] [or subject to any laws or regulations applicable thereto
and to the right of the Company (as provided in the Indenture) to rescind the
designation of any such Paying Agent, at the [main] offices of _____________ in
_______________ and in ________________________, or at such other offices or
agencies as the Company may designate, by [United States Dollar] [state other
currency] check drawn on, or transfer to a [United States Dollar] account
maintained by the payee with, a bank in ____________________ (so long as the
applicable Paying Agent has received proper transfer instructions in writing at
least 15 days prior to the payment date)] [if applicable, insert—; provided, however, that
payment of interest may be made at the option of the Company by [United States
Dollar] [state other currency] check mailed to the addresses of the Persons
entitled thereto as such addresses shall appear in the Security Register] [or by
transfer to a [United States Dollar] [state other currency] account maintained
by the payee with a bank in  ______________________ (so long as the
applicable Paying Agent has received proper transfer instructions in writing by
the Record Date prior to the applicable Interest Payment Date)].]

     

    Reference
is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.

     

    Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

     

    Dated:
_______________

     

    
      
        
          
            
              
                
                  	
                          SANDY
      SPRING BANCORP, INC.

                        
	 
      
	
                          By:

                        	 
      
	 
      	
                          Name:

                        
	 
      	
                          Title:

                        


                

              

            

          

        

      

    

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    Section
2.03.  Form
of Reverse of Security

     

    This
Security is one of a duly authorized issue of securities of the Company (the
“Securities”), issued and to be issued in one or more series under an Indenture
dated as of  (the “Indenture”), between the Company and Wilmington
Trust FSB, as Trustee (the “Trustee”, which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, obligations, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. As provided in the
Indenture, the Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest, if any, at different rates, may be subject
to different redemption provisions, if any, may be subject to different sinking,
purchase or analogous funds, if any, may be subject to different covenants and
Events of Default and may otherwise vary as in the Indenture provided or
permitted. This Security is one of the series designated on the face hereof [if
applicable, insert—, limited in aggregate principal amount to U.S.$
_____________].

     

    [If
applicable, insert—The Securities of this series are subject to redemption upon
not less than 30 nor more than 60 days’ notice by mail, [if applicable,
insert—(1) on in any year commencing with the year 20__ and ending with the year
20__ through operation of the sinking fund for this series at a Redemption Price
equal to 100% of the principal amount, and (2)] at any time [if applicable,
insert—on or after __________ __, 20__], as a whole or in part, at the election
of the Company, at the following Redemption Prices (expressed as percentages of
the principal amount): If redeemed [if applicable, insert—on or before__________
__, 20__, ____%, and if redeemed] during the 12-month period beginning
____________ of the years indicated,

     

    


    
      
        	
                Year

              	
                Redemption
      Price

              	
                Year

              	
                Redemption
      Price

              


      

    

    


    and
thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption [if applicable, insert—(whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

     

    [If
applicable, insert—The Securities of this series are subject to redemption upon
not less than 30 nor more than 60 days’ notice by mail, (1) on _____________ in
any year commencing with the year 20__ and ending with the year 20__ through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [if
applicable, insert—on or after ____________ __, 20__, as a whole or in part, at
the election of the Company, at the Redemption Prices for redemption otherwise
than through operation of the sinking fund (expressed as percentages of the
principal amount) set forth in the table below: If redeemed during the 12-month
period beginning __________________ of the years indicated,


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

    


    
      
        	
                Year

              	
                Redemption Price for

                Redemption Through Operation

                of the Sinking Fund

              	
                Redemption Price for Redemption

                Otherwise Than Through Operation of

                the Sinking Fund

              


      

    

     

    and
thereafter at a Redemption Price equal to ____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the
Indenture.]

     

    [If
applicable, insert—The sinking fund for this series provides for the redemption
on  in each year beginning with the year 20__ and ending with the year
20__ of [if applicable,—not less than $  (“mandatory
sinking fund”) and not more than] $__________ aggregate principal amount of
Securities of this series. Securities of this series acquired or redeemed by the
Company otherwise than through [if applicable,—mandatory] sinking fund payments
may be credited against subsequent [if applicable,—mandatory] sinking fund
payments otherwise required to be made [if applicable,—in the inverse order in
which they become due].]

     

    [If the
Security is subject to redemption in part of any kind, insert—In the event of
redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.]

     

    [If
applicable, insert—The Securities of this series are not redeemable prior to
Stated Maturity.]

     

    [If the
Security is not an Original Issue Discount Security, insert—If an Event of
Default with respect to Securities of this series shall occur and be continuing,
the principal of the Securities of this series may be declared due and payable
in the manner and with the effect provided in the Indenture.]

     

    [If the
Security is an Original Issue Discount Security, insert—If an Event of Default
with respect to Securities of this series shall occur and be continuing, an
amount of principal of the Securities of this series may be declared due and
payable in the manner and with the effect provided in the Indenture. Such amount
shall be equal to—insert formula for determining the amount. Upon payment (1) of
the amount of principal so declared due and payable, and (2) of interest on any
overdue principal and overdue interest, all of the Company’s obligations in
respect of the payment of the principal of and interest, if any, on the
Securities of this series shall terminate.]


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with the consent of not
less than the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all series to be affected (voting as one class). The
Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Outstanding Securities of all affected series
(voting as one class), on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions of the
Indenture. The Indenture permits, with certain exceptions as therein provided,
the Holders of a majority in principal amount of Securities of any series then
Outstanding to waive past defaults under the Indenture with respect to such
series and their consequences. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

     

    As
provided in and subject to the provisions of the Indenture, the Holder of this
Security shall not have the right to institute any proceeding with respect to
the Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder, unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Securities
of this series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or [any premium or] interest
hereon on or after the respective due dates expressed herein.

     

    No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall, without the consent of the Holder, alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of and [any premium and] interest on this Security at the times,
place(s) and rate, and in the coin or currency, herein prescribed, except for
Section 1.15 of the Indenture (which limits interest to the maximum amount
permissible by law), the provisions of which are incorporated herein by
reference.

     

    [If a
Global Security, insert—This Global Security or portion hereof may not be
exchanged for Definitive Securities of this series except in the limited
circumstances provided in the Indenture.

     

    The
holders of beneficial interests in this Global Security will not be entitled to
receive physical delivery of Definitive Securities except as described in the
Indenture and will not be considered the Holders thereof for any purpose under
the Indenture.]


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    [If a
Definitive Security, insert—As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registerable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in [if applicable, insert — any
place where the principal of and any premium and interest on this Security are
payable] [if applicable, insert— _____________] [, or, subject to any laws or
regulations applicable thereto and to the right of the Company (limited as
provided in the Indenture) to rescind the designation of any such transfer
agent, at the [main] offices of ___________________ in ______________________
and in _____________________ or at such other offices or agencies as the Company
may designate]], duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.]

     

    The
Securities of this series are issuable only in registered form without coupons
in denominations of U.S.$_______ [state other currency] and any integral
multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor
of a different authorized denomination, as requested by the Holder surrendering
the same.

     

    No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

     

    Prior to
due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security is overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.

     

    This
Security is subordinated in right of payment to Senior Debt, to the extent
provided in the Indenture.

     

    Obligations
of the Company under the Indenture and the Securities thereunder, including this
Security, are payable only out of cash flow and assets of the Company. Each
Holder of a Security by its acceptance hereof, will be deemed to have agreed in
the Indenture that no director, officer, employee, or shareholder, as such, of
the Company, the Trustee, or any Affiliate of any of the foregoing entities
shall have any personal liability in respect of the obligations of the Company
under the Indenture or such Securities by reason of his, her or its
status.

     

    The
Indenture contains provisions that relieve the Company from the obligation to
comply with certain restrictive covenants in the Indenture and for satisfaction
and discharge at any time of the entire indebtedness upon compliance by the
Company with certain conditions set forth in the Indenture.

     

    This
Security shall be governed by and construed in accordance with the laws of the
State of New York.


    
      
         


      

      
        21

        
          

        

      

      
         


      

    

     

    All terms
used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.

     

    [If a
Definitive Security, insert as a separate page—

     

    FOR VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto________________  (Please Print or Typewrite Name and Address of
Assignee) the within instrument of SANDY SPRING BANCORP, INC., and does hereby
irrevocably constitute and appoint _____________ Attorney to transfer said
instrument on the books of the within-named Company, with full power of
substitution in the premises.

     

    Please
Insert Social Security or

     

    Other
Identifying Number of Assignee:

    


    
      
        
          	
                  Dated:_________________

                	 
      	
                    

                
	 
      	 
      	
                  (Signature)

                


        

      

    

     

    Signature
Guarantee:

     

    (Participant
in a Recognized Signature

    Guaranty
Medallion Program)

     

    NOTICE:
The signature to this assignment must correspond with the name as written upon
the face of the within instrument in every particular, without alteration or
enlargement or any change whatever.]

     

    Section
2.04.  Global
Securities

     

    Every
Global Security authenticated and delivered 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 A DEPOSITARY OR A NOMINEE THEREOF.
THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR
SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A
NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND
DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF,
THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN
SUCH LIMITED CIRCUMSTANCES.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    If
Securities of a series are issuable in whole or in part in the form of one or
more Global Securities, as contemplated by Section 3.01, then, notwithstanding
Clause (9) of Section 3.01 and the provisions of Section 3.02, any Global
Security shall represent such of the Outstanding Securities of such series as
shall be specified therein and may provide that it shall represent the aggregate
amount of Outstanding Securities from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be reduced or increased, as the case may be, to reflect exchanges. Any
endorsement of a Global Security to reflect the amount, or any reduction or
increase in the amount, of Outstanding Securities represented thereby shall be
made in such manner and upon instructions given by such Person or Persons as
shall be specified therein or in a Company Order. Subject to the provisions of
Sections 3.03, 3.04 and 3.05, the Trustee shall deliver and redeliver any Global
Security in the manner and upon instructions given by the Person or Persons
specified therein or in the applicable Company Order. Any instructions by the
Company with respect to endorsement or delivery or redelivery of a Global
Security shall be in a Company Order (which need not comply with Section 1.02
and need not be accompanied by an Opinion of Counsel).

     

    The
provisions of the last sentence of Section 3.03 shall apply to any Security
represented by a Global Security if such Security was never issued and sold by
the Company and the Company delivers to the Trustee the Global Security together
with a Company Order (which need not comply with Section 1.02 and need not be
accompanied by an Opinion of Counsel) with regard to the reduction or increase,
as the case may be, in the principal amount of Securities represented thereby,
together with the written statement contemplated by the last sentence of Section
3.03.

     

    Section
2.05.  Form of
Trustee’s Certificate and Authorization

     

    The
Trustee’s certificates of authentication shall be in substantially the following
form:

     

    This is
one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.

     

    
      Wilmington
Trust FSB

    

    
      As
Trustee

    

    


    
      
        	
                By:

              	
                  

              
	 
      	
                Authorized
      Signatory

              


      

    


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    ARTICLE
III

     

    THE
SECURITIES

     

    Section
3.01.  Amount
Unlimited; Issuable in Series

     

    The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

     

    The
Securities may be issued in one or more series. There shall be established in or
pursuant to a Board Resolution (and, subject to Section 3.03, to the extent
established pursuant to rather than set forth in a Board Resolution, in an
Officers’ Certificate or Company Order setting forth, or determining the manner
of, such establishment) or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series,

     

    (1)           the
form and title of the Securities of the series (which shall distinguish the
Securities of the series from Securities of any other series);

     

    (2)           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 3.04,
3.05, 3.06, 9.06 or 11.07 and except for any Securities which, pursuant to
Section 3.03, are deemed never to have been authenticated and delivered
hereunder);

     

    (3)           the
Person to whom any interest on a Security of the series shall be payable, if
other than the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest;

     

    (4)           the
date or dates on which the Securities will be issued and on which the principal
of, and premium, if any, on the Securities of the series is payable or the
method of determination thereof;

     

    (5)           the
rate or rates (which may be fixed or variable) at which the Securities of the
series shall bear interest, if any, or the method of determination thereof, the
date or dates from which such interest shall accrue, or the method of
determination thereof, the Interest Payment Dates on which any such interest
shall be payable and the Regular Record Date for any interest payable on any
Interest Payment Date;

     

    (6)           the
place or places where, subject to the provisions of Section 10.02, the principal
of and any premium and interest on Securities of the series shall be payable,
Securities of the series may be surrendered for registration of transfer,
Securities of the series may be surrendered for exchange and notices, and
demands to or upon the Company in respect of the Securities of the series and
this Indenture may be served;

     

    (7)           the
period or periods, if any, within which, the price or prices at which and the
terms and conditions upon which Securities of the series may be redeemed, in
whole or in part, at the option of the Company or otherwise, if the Company is
to have that option;


    
      
         


      

      
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    (8)            
the obligation, if any, and the option, if any, of the Company to redeem,
purchase or repay Securities of the series pursuant to any sinking fund or
analogous provisions or upon the happening of a specified event 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, purchased or repaid, in whole or in part, pursuant to such
obligation;

     

    (9)           
 if other than denominations of $1,000 and any integral multiple thereof,
the denominations in which Securities of the series shall be
issuable;

     

    (10)           whether
payment of principal of and premium, if any, and interest, if any, on the
Securities of the series shall be without deduction for taxes, assessments or
governmental charges paid by Holders of the series;

     

    (11)           the
currency, currencies or currency units in which payment of the principal of and
any premium and interest on any Securities of the series shall be denominated,
payable, redeemable or purchasable if other than the currency of the United
States of America and the manner of determining the equivalent thereof in the
currency of the United States of America for purposes of the definition of
“Outstanding” in
Section 1.01;

     

    (12)           if
the amount of payments of principal of or any premium or interest on any
Securities of the series may be determined with reference to an index, the
manner in which such amounts shall be determined;

     

    (13)           if
the principal of or any premium or interest on any Securities of the series is
to be payable, at the election of the Company or a Holder thereof, in one or
more currencies or currency units other than that or those in which the
Securities are stated to be payable, the currency, currencies or currency units
in which payment of the principal of and any premium and interest on Securities
of such series as to which such election is made shall be payable, and the
periods within which and the terms and conditions upon which such election is to
be made;

     

    (14)           the
right, if any, of the Company to defer payments of interest by extending the
interest payment periods and specify the duration of such extension, the
Interest Payment Dates on which such interest shall be payable and whether and
under what circumstances additional interest on amounts deferred shall be
payable;

     

    (15)           if
other than the principal amount thereof, the portion of the principal amount of
Securities of the series which shall be payable upon declaration of acceleration
of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy
pursuant to Section 5.04 or the method of determination thereof;

     

    (16)           if
and as applicable, that the Securities of the series shall be issuable in whole
or in part in the form of one or more Global Securities (and whether in
temporary or permanent global form) and, in such case, the Depositary or
Depositaries for such Global Security or Global Securities and any circumstances
other than those set forth in Section 3.05 in which any such Global Security may
be transferred to, and registered and exchanged for Securities registered in the
name of, a Person other than the Depositary for such Global Security or a
nominee thereof and in which any such transfer may be
registered;


    
      
         


      

      
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    (17)           any
deletions from, modifications of or additions to the Events of Default set forth
in Section 5.01 or the covenants of the Company set forth in Article X
pertaining to the Securities of the series;

     

    (18)           if
and the terms and conditions upon which any Securities of the series may be
converted into or exchanged for securities, which may include, without
limitation, capital stock, of any class or series of the Company or any other
issuer;

     

    (19)           if
the amount of payments of principal of or any premium or interest on any
Securities of the series may be determined with reference to an index,
including, but not limited to an index based on a currency or currencies other
than that in which the Securities of that series are payable, or any other type
of index, the manner in which such amounts shall be determined;

     

    (20)           if
other than as provided in Sections 13.02 and 13.03, the terms and conditions
upon which and the manner in which such series of Securities may be defeased or
discharged;

     

    (21)           if
other than the Trustee, the identity of any other trustee, the Security
Registrar and any Paying Agent;

     

    (22)           any
restrictions or other provisions with respect to the transfer or exchange of the
Securities; and

     

    (23)           any
other terms of the Securities of the series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted by
Section 9.01(3)).

     

    All
Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to the Board
Resolution or Officers’ Certificate referred to above or in any such indenture
supplemental hereto.

     

    Any such
Board Resolution or Officers’ Certificate referred to above with respect to
Securities of any series filed with the Trustee on or before the initial
issuance of the Securities of such series shall be incorporated herein by
reference with respect to Securities of such series and shall thereafter be
deemed to be a part of the Indenture for all purposes relating to Securities of
such series as fully as if such Board Resolution or Officers’ Certificate were
set forth herein in full.

     

    All
Securities of any one series need not be issued at the same time and, unless
otherwise provided, a series may be reopened, without the consent of the
Holders, for increases in the aggregate principal amount of such series of
Securities and issuances of additional Securities of such series or for the
establishment of additional terms with respect to the Securities of such
series.

     

    If any of
the terms of the series are established by action taken by or pursuant to a
Board Resolution, a copy of an appropriate record of such action shall be
certified by an authorized officer or other authorized person of the Company and
delivered to the Trustee at or prior to the delivery of the Officers’
Certificate setting forth, or providing the manner for determining, the terms of
the series.


    
      
         


      

      
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    With
respect to Securities of a series subject to a Periodic Offering, such Board
Resolution or Officers’ Certificate may provide general terms for Securities of
such series and provide either that the specific terms of particular Securities
of such series shall be specified in a Company Order, or that such terms shall
be determined by the Company, or one or more of the Company’s agents designated
in an Officers’ Certificate, in accordance with a Company Order.

     

    Section
3.02.  Denominations

     

    The
Securities of each series shall be issuable only in registered form without
coupons in such denominations as shall be specified as contemplated by Section
3.01. In the absence of any such specified denomination with respect to the
Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof.

     

    Section
3.03.  Execution,
Authentication, Delivery and Dating

     

    The
Securities shall be executed on behalf of the Company by the Chairman of the
Board, Vice Chairman, Chief Executive Officer, Chief Financial Officer,
President or any Vice President of the Company and need not be attested. The
signature of any of these officers on the Securities may be manual or
facsimile.

     

    Securities
bearing the manual or facsimile signatures of individuals who were at any time
the proper officers of the Company shall bind the Company, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Securities or did not hold such offices at
the date of such Securities.

     

    At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities of any series executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that in
the case of Securities offered in a Periodic Offering, the Trustee shall
authenticate and deliver such Securities from time to time in accordance with
such other procedures (including, without limitation, the receipt by the Trustee
of electronic instructions from the Company or its duly authorized agents,
thereafter promptly confirmed in writing) acceptable to the Trustee as may be
specified by or pursuant to a Company Order delivered to the Trustee prior to
the time of the first authentication of Securities of such series. If the form
or terms of the Securities of the series have been established in or pursuant to
one or more Board Resolutions as permitted by Sections 2.01 and 3.01, in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, in addition to any Officers’ Certificate and Opinion of
Counsel required to be furnished to the Trustee pursuant to Section 1.02, and
(subject to Section 6.01) shall be fully protected in relying upon, an Opinion
of Counsel stating,

     

    (1)           the
form and terms (or the manner of determining the terms) of such Securities have
been established by or pursuant to Board Resolution as permitted by Section
2.01, that such form or forms have been established in conformity with the
provisions of this Indenture;


    
      
         


      

      
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    (2)           if
the terms of such Securities have been, or in the case of Securities of a series
offered in a Periodic Offering, will be, established by or pursuant to a Board
Resolution as permitted by Section 3.01, that such terms have been, or in the
case of Securities of a series offered in a Periodic Offering, will be,
established in conformity with the provisions of this Indenture, subject, in the
case of Securities of a series offered in a Periodic Offering, to any conditions
specified in such Opinion of Counsel (which conditions are reasonably acceptable
to the Trustee);

     

    (3)           that
such Securities, when authenticated and delivered by the Trustee and issued by
the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, which conditions are reasonably acceptable to the Trustee,
will constitute valid and legally binding obligations of the Company enforceable
in accordance with their terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and to general equity principles and
entitled to the benefits of this Indenture, equally and ratably with all other
Securities, if any, of such series Outstanding;

     

    (4)           such
other matters as the Trustee may reasonably request; and

     

    (5)           if
the authentication and delivery relates to a new series of Securities created by
an indenture supplemental hereto, also stating that all conditions precedent to
the execution of the supplemental indenture with respect to that series of
Securities have been complied with, the Company has the power to execute and
deliver any such supplemental indenture and has taken all necessary action for
those purposes and any such supplemental indenture has been executed and
delivered and constitutes the legal, valid and binding obligation of the Company
enforceable in accordance with its terms (subject, as to enforcement of
remedies, to applicable bankruptcy, reorganization, insolvency, fraudulent
conveyance, moratorium or other laws and legal principles affecting creditors’
rights generally from time to time in effect and to general equitable
principles, whether applied in an action at law or in equity).

     

    If such
form or forms or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee’s own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

     

    With
respect to Securities of a series not to be originally issued at one time, the
Trustee may rely upon the Opinion of Counsel and the other documents delivered
pursuant to Sections 2.01 and 3.01 and this Section, as applicable, in
connection with the first authentication of Securities of such series and any
subsequent request by the Company to the Trustee to authenticate Securities of
such series upon original issuance shall constitute a representation and
warranty by the Company that as of the date of such request, the statements made
in the Officers’ Certificate shall be true and correct as if made on such
date.

     

    Each
Security shall be dated the date of its authentication.


    
      
         


      

      
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    No
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein executed by the
Trustee by manual signature of an authorized signatory, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture. Notwithstanding the foregoing, if any Security
shall have been authenticated and delivered hereunder but never issued and sold
by the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 3.09 for all purposes of this Indenture,
such Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this
Indenture.

     

    Section
3.04.  Temporary
Securities

     

    Pending
the preparation of Definitive Securities of any series, the Company may execute,
and upon receipt of the documents required by Section 3.03, together with a
Company Order, the Trustee shall authenticate and deliver, temporary Securities
which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the
Definitive Securities of like series in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as evidenced by their
execution of such Securities.

     

    If
temporary Securities of any series are issued, the Company will cause Definitive
Securities of that series to be prepared without unreasonable delay. After the
preparation of Definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for Definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of
the Company maintained pursuant to Section 10.02 for the purpose of exchanges of
Securities of such series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor one or more Definitive Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and tenor. Until so
exchanged the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as Definitive Securities of
such series and tenor.

     

    Section
3.05.  Registration,
Registration of Transfer and Exchange

     

    The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register (the register maintained in such office or in any other office or
agency of the Company in a Place of Payment being herein sometimes referred to
as the “Security Register”) in which, subject to such reasonable regulations as
it may prescribe, the Company shall provide for the registration of Securities
and of transfers of Securities. The Company shall, prior to the issuance of any
Securities hereunder, appoint the Trustee as the initial “Security Registrar”
for the purpose of registering Securities and transfers of Securities as herein
provided. The Company may at any time replace such Security Registrar, change
such office or agency or act as its own Security Registrar. The Company will
give prompt written notice to the Trustee of any change of the Security
Registrar or of the location of such office or agency. At all reasonable times
the Security Register shall be available for inspection by the
Trustee.


    
      
         


      

      
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    Upon
surrender for registration of transfer of any Security of any series at the
office or agency of the Company maintained pursuant to Section 10.02 for such
purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of the same series, of any authorized denominations and of a like
aggregate principal amount and tenor.

     

    At the
option of the Holder, Securities of any series (except a Global Security) may be
exchanged for other Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Securities to be exchanged at such office or agency. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.

     

    All
Securities issued upon any registration of transfer or exchange of Securities
shall be the valid obligations of the Company, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

     

    Every
Security presented or surrendered for registration of transfer or for exchange
shall (if so required by the Company or the Trustee) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed, by the Holder thereof or his
attorney duly authorized in writing.

     

    No
service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 3.04 or 11.07 not involving any transfer.

     

    Neither
the Trustee nor the Company shall be required (1) to issue, register the
transfer of or exchange Securities of any series (or of any series and specified
tenor, as the case may be) during a period beginning at the opening of business
15 days before the day of mailing of a notice of redemption of Securities of
that series selected for redemption under Section 11.03 and ending at the close
of business on the day of such mailing, or (2) to register the transfer of or
exchange any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.

     

    Notwithstanding
any other provision in this Indenture and except as otherwise specified as
contemplated by Section 3.01, no Global Security may be transferred to, or
registered or exchanged for Securities registered in the name of, any Person
other than the Depositary for such Global Security or any nominee thereof, and
no such transfer may be registered, except as provided in this paragraph. Every
Security authenticated and delivered upon registration or transfer of, or in
exchange for or in lieu of, a Global Security shall be a Global Security, except
as provided in this paragraph. If (1) (A) the Depositary for a Global Security
notifies the Company that it is unwilling or unable to continue as Depositary
for such Global Security or ceases to be a clearing agency registered under the
Exchange Act, and (B) a successor Depositary is not appointed by the Company
within 90 days, (2) an Event of Default has occurred and is continuing with
respect to the Securities of such series and the Security Registrar has received
a written request from the Depositary to issue certificated securities in lieu
of all or a portion of the Global Securities of such series (in which case the
Company shall deliver certificated securities within 30 days of such request) or
(3) the Company determines in its sole discretion that Securities of a series
issued in global form shall no longer be represented by a Global Security, then
such Global Security may be exchanged by such Depositary for Definitive
Securities of the same series, of any authorized denomination and of a like
aggregate principal amount and tenor, registered in the names of, and the
transfer of such Global Security or portion thereof may be registered to, such
Persons as such Depositary shall direct.


    
      
         


      

      
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    Section
3.06.  Mutilated,
Destroyed, Lost and Stolen Securities

     

    If any
mutilated Security is surrendered to the Trustee, together with such security or
indemnity bond as may be required by the Company or the Trustee to protect each
of them and any agent of either of them harmless, the Company shall execute and
upon its request the Trustee shall authenticate and deliver 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 (1) evidence to their
satisfaction of the destruction, loss or theft of any Security and (2) such
security or indemnity bond as may be required by them to protect 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 deliver, 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. If, after the
delivery of such new Security, a bona fide purchaser of the original Security in
lieu of which such new Security was issued presents for payment or registration
such original Security, the Trustee shall be entitled to recover such new
Security from the party to whom it was delivered or any party taking therefrom,
except a bona fide purchaser, and shall be entitled to recover upon the security
or indemnity bond provided therefor to the extent of any loss, damage, cost or
expense incurred by the Company and the Trustee in connection
therewith.

     

    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 exchange for any mutilated Security or
in lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the mutilated,
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.


    
      
         


      

      
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    Section
3.07.  Payment of
Interest; Interest Rights Preserved

     

    Except as
otherwise provided as contemplated by Section 3.01 with respect to any series of
Securities, interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such
interest.

     

    Any
interest on any Security of any series which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date (herein called
“Defaulted Interest”) shall forthwith cease to be payable to the Holder on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in Clause (1) or (2) below:

     

    (1)           The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security of such series and the
date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this Clause provided.
Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less than 10
days prior to the date of the proposed payment and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record Date and, in the name
and at the expense of the Company, shall cause notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder of Securities of such series at his
address as it appears in the Security Register, not less than 10 days prior to
such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Securities of
such series (or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be payable
pursuant to the following Clause (2).

     

    (2)           The
Company may make payment of any Defaulted Interest on the Securities of any
series in any other lawful manner not inconsistent with the requirements of any
securities exchange or automated quotation system on which such Securities may
be listed or traded, and upon such notice as may be required by such exchange,
if, after notice given by the Company to the Trustee of the proposed payment
pursuant to this Clause, such manner of payment shall be deemed practicable by
the Trustee.

     

    Subject
to the foregoing provisions of this Section and Section 3.05, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security, shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other
Security.


    
      
         


      

      
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    For each
series of Securities, the Company shall, prior to 10:30 a.m. (Eastern time) on
each payment date for principal and premium, if any, and interest, if any,
deposit with the Trustee money in immediately available funds sufficient to make
cash payments due on the applicable payment date.

     

    Section
3.08.  Persons
Deemed Owners

     

    Except as
otherwise provided as contemplated by Section 3.01 with respect to any series of
Securities, prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered in the Security Register as
the owner of such Security for the purpose of receiving payment of principal of
and any premium and (subject to Sections 3.05 and 3.07) any interest on such
Security and for all other purposes whatsoever, whether or not such Security is
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

     

    No holder
of any beneficial interest in any Global Security held on its behalf by a
Depositary shall have any rights under this Indenture with respect to such
Global Security, and such Depositary may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the owner of such Global Security
for all purposes whatsoever. None of the Company, the Trustee nor any agent of
the Company or the Trustee will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests of a Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership
interests.

     

    Section
3.09.  Cancellation

     

    All
Securities surrendered for payment, redemption, registration of transfer or
exchange or for credit against any sinking fund payment shall, if surrendered to
any Person other than the Trustee, be delivered to the Trustee and shall be
promptly canceled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to
the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
canceled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities canceled as provided in this Section, except as
expressly permitted by this Indenture. All canceled Securities held by the
Trustee shall be disposed of in accordance with its customary procedures, and
the Trustee shall thereafter, from time to time upon written request, deliver to
the Company a certificate with respect to such disposition.

     

    
      
        
        

      

      
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    Section
3.10.  Computation
of Interest


    Except as
otherwise specified as contemplated by Section 3.01 for Securities of any
series, interest on the Securities of each series shall be computed on the basis
of a 360-day year of twelve 30-day months and interest on the Securities of each
series for any partial period shall be computed on the basis of a 360-day year
of twelve 30-day months and the number of days elapsed in any partial
month.

     

    Section
3.11.  CUSIP
Numbers

     

    The
Company in issuing the Securities may use “CUSIP” numbers (in addition to the
other identification numbers printed on the Securities), and, if so, the Trustee
shall use “CUSIP” numbers in notices of redemption as a convenience to Holders;
provided, however, that
any such notice may state that no representation is made as to the correctness
of such “CUSIP” 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
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such “CUSIP” numbers. The
Company will promptly notify the Trustee of any change in the “CUSIP”
numbers.

     

    ARTICLE
IV

     

    SATISFACTION
AND DISCHARGE

     

    Section
4.01.  Satisfaction
and Discharge of Indenture

     

    This
Indenture shall upon Company Request cease to be of further effect with respect
to Securities of any series (except as to any surviving rights of registration
of transfer or exchange of such Securities herein expressly provided for), and
the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to such
Securities, when

     

    (1)           either

     

    (A)           all
such Securities theretofore authenticated and delivered (other than (i) such
Securities which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 3.06, and (ii) such Securities for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 10.03) have been delivered to the Trustee for
cancellation; or

     

    (B)           all
such Securities not theretofore delivered to the Trustee for
cancellation

     

    (i)           have
become due and payable,

     

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

     

    (iii)         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, 

     

    and the
Company in the case of (i), (ii) or (iii) above, has irrevocably deposited or
caused to be deposited with the Trustee as trust funds in trust for this purpose
an amount of money in the currency or currency units in which such Securities
are payable sufficient to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal and any premium and interest to the date of such deposit (in the case
of Securities which have become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be;

     

    
      
        
        

      

      
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    (2)           the
Company has paid or caused to be paid all other sums payable hereunder by the
Company with respect to such Securities; and

     

    (3)           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 with respect to such
Securities have been complied with.

     

    Notwithstanding
the satisfaction and discharge of this Indenture with respect to Securities of
any series, (i) the obligations of the Company to the Trustee under Section
6.07, the obligations of the Trustee to any Authenticating Agent under Section
6.14 and the right of the Trustee to resign under Section 6.10 shall survive,
and (ii) if money shall have been deposited with the Trustee pursuant to
subclause (B) of Clause (1) of this Section, the obligations of the Company
and/or the Trustee under Sections 4.02, 6.06, 7.01 and 10.02 and the last
paragraph of Section 10.03 shall survive.

     

    Section
4.02.  Application
of Trust Money

     

    Subject
to the provisions of the last paragraph of Section 10.03, all money deposited
with the Trustee pursuant to Section 4.01 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 (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal and any premium and interest for whose
payment such money has been deposited with the Trustee.

     

    ARTICLE
V

     

    REMEDIES

     

    Section
5.01.  Events of
Default

     

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

     

    (1)           default
in the payment of any interest upon any Security of that series when it becomes
due and payable, and continuance of such default for a period of 30 days
(whether or not such payment is prohibited by the provisions of Article XIV
hereof); or

     


    
      
         


      

      
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    (2)           default
in the payment of the principal of (or premium, if any, on) any Security of that
series at its Maturity (whether or not such payment is prohibited by the
provisions of Article XIV hereof); or

     

    (3)           default
in the performance, or breach, of any term, covenant or warranty of the Company
in this Indenture (other than a term, covenant or warranty a default in whose
performance or whose breach is elsewhere in this Section specifically dealt with
or which has expressly been included in this Indenture solely for the benefit of
series of Securities other than that series), and continuance of such default or
breach for a period of 90 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee
by Holders of at least 25% 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;
or

     

    (4)           the
Company pursuant to or within the meaning of any Bankruptcy Law (A) commences a
voluntary case, (B) consents to the entry of any order for relief against it in
an involuntary case, (C) consents to the appointment of a Custodian of it or for
all or substantially all of its property, or (D) makes a general assignment for
the benefit of its creditors; or

     

    (5)           a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that (A) is for relief against the Company in an involuntary case, (B)
appoints a Custodian of the Company or for all or substantially all of its
property, or (C) orders the liquidation of the Company; and the order or decree
remains unstayed and in effect for 90 days; or

     

    (6)           any
other Event of Default provided as contemplated by Section 3.01 with respect to
Securities of that series.

     

    Section
5.02.  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, then in every such case the Trustee or
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount of (or, if any of the Securities
of that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified in the terms thereof)
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 specified amount) shall
become immediately due and payable.

     

    At any
time after such a declaration of acceleration with respect to Securities of 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,
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

     

    (1)           the
Company has paid or deposited with the Trustee a sum sufficient to
pay

     

    (A)           all
overdue interest on all Securities of that series,


    
      
         


      

      
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    (B)           the
principal of (and premium, if any, on) any Securities of that series which have
become due otherwise than by such declaration of acceleration and any interest
thereon at the rate or rates prescribed therefor in such
Securities,

     

    (C)           to
the extent that payment of such interest is lawful, interest upon overdue
interest at the rate or rates prescribed therefor in such Securities,
and

     

    (D)           all
sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and
counsel;

     

    and

     

    (2)           all
Events of Default with respect to Securities of that series, other than the
non-payment of the principal of Securities of that series which have become due
solely by such declaration of acceleration, have been cured or waived as
provided in Section 5.13.

     

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

     

    When any Default has occurred and is
continuing under this Indenture, the Company shall, within five (5) Business
Days after becoming aware of such Default, deliver to the Trustee an Officer’s
Certificate specifying such Default.

     

    Section
5.03.  Collection of
Indebtedness and Suits for Enforcement by Trustee

     

    The
Company covenants that if

     

    (1)           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
(whether or not such payment is prohibited by the provisions of Article XIV
hereof), or

     

    (2)           default
is made in the payment of the principal of (or premium, if any, on) any Security
at the Maturity thereof (whether or not such payment is prohibited by the
provisions of Article XIV hereof),

     

    the
Company will, upon demand of the Trustee, pay to it, for the benefit of Holders
of such Securities, the whole amount then due and payable on such Securities for
principal and any premium and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal and
premium and on 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 decreed 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.


    
      
         


      

      
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    If an
Event of Default with respect to Securities of any series occurs and is
continuing, the Trustee, provided the Trustee has knowledge of such Event of
Default, 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
5.04.  Trustee May
File Proofs of Claim

     

    In case
of any judicial proceeding relative to the Company, or any other obligor upon
the Securities, their property or their creditors, the Trustee shall be entitled
and empowered, by intervention in such proceeding or otherwise, to take any and
all actions authorized under the Trust Indenture Act in order to have claims of
Holders and the Trustee allowed in any such proceeding. In particular, the
Trustee shall be authorized 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 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 6.07.

     

    No
provision of this Indenture 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; provided, however, that the
Trustee may, on behalf of Holders, vote for the election of a trustee in
bankruptcy or similar official and be a member of a creditors’ or other similar
committee.

     

    Section
5.05.  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
Holders of the Securities in respect of which such judgment has been
recovered.

     

    Section
5.06.  Application
of Money Collected

     

    Any money
or property collected or to be applied 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 or property on account of
principal or any premium 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:


    
      
         


      

      
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    FIRST: To
the payment of all amounts due the Trustee under Section 6.07;

     

    SECOND:
Subject to Article XIV, to the payment of the amounts then due and unpaid for
principal of and any premium 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 any premium and interest, respectively;
and

     

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

     

    Section
5.07.  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 a Security, or for the
appointment of a receiver or trustee, or for any other remedy hereunder,
unless

     

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

     

    (2)           Holders
of not less than 25% 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;

     

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

     

    (4)           the
Trustee for 60 days after its receipt of such notice, request and offer and, if
requested, provision of security or indemnity has failed to institute any such
proceeding; and

     

    (5)           no
direction inconsistent with such written request has been given to the Trustee
during such 60-day period by 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 of such
Holders.

     

    
      
        
        

      

      
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    Section
5.08.  Unconditional
Right of Holders to Receive Principal, Premium 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 any premium and (subject to Sections 3.05 and 3.07) interest on such
Security on the respective Stated Maturity 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.

     

    Section
5.09.  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 in every such case, subject to any determination in such
proceeding, the Company, the Trustee and Holders shall be restored severally and
respectively to their former positions hereunder, and thereafter all rights and
remedies of the Trustee and Holders shall continue as though no such proceeding
had been instituted.

     

    Section
5.10.  Rights and
Remedies Cumulative

     

    Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no
right or remedy herein conferred upon or reserved to the Trustee or to 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 prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     

    Section
5.11.  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
5.12.  Control by
Holders

     

    Subject
to the provisions of Section 6.03, Holders of a majority in aggregate 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, however,
that

     

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

     

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


    
      
         


      

      
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    (3)           subject
to the provisions of Section 6.01, the Trustee shall have the right to decline
to follow any such direction if the Trustee in good faith shall determine that
the proceeding so directed would involve the Trustee in personal liability or
would otherwise be contrary to applicable law.

     

    Section
5.13.  Waiver of
Past Defaults

     

    Holders
of a majority in aggregate principal amount of the Outstanding Securities of any
series may on behalf of Holders of all the Securities of such series waive any
past default hereunder with respect to such series and its consequences,
except

     

    (1)           a
continuing default in the payment of the principal of or any premium or interest
on any Security of such series, or

     

    (2)           a
default in respect of a covenant or provision hereof which under Article IX
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
5.14.  Undertaking
for Costs

     

    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, a court may require any party litigant in such suit to file an
undertaking to pay the costs of such suit, and may assess costs against any such
party litigant, in the manner and to the extent provided in the Trust Indenture
Act; provided, however,
that neither this Section nor the Trust Indenture Act shall be deemed to
authorize any court to require such an undertaking or to make such an assessment
in any suit instituted by the Trustee, in 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 to which the suit relates, or in any
suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Security on or after the
respective Stated Maturity expressed by such Security (or, in the case of
redemption or repayment, on or after the Redemption Date).

     

    ARTICLE
VI

     

    THE
TRUSTEE

     

    Section
6.01.  Certain
Duties and Responsibilities

     

    (a)           Except
during the continuance of an Event of Default with respect to any series of
Securities,


    
      
         


      

      
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    (1)           the
Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture with respect to the Securities of such
series, and no implied covenants or obligations shall read into this Indenture
against the Trustee; and

     

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

     

    (b)           In
case an Event of Default with respect to any series of Securities has occurred
and is continuing, the Trustee shall exercise with respect to the Securities of
such series such rights and powers vested in it by this Indenture, and use the
same degree of care and skill in their exercise, as a prudent Person would
exercise or use under the circumstances in the conduct of such person’s own
affairs.

     

    (c)           No
provisions of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act, or its
own willful misconduct, except that

     

    (1)           this
Subsection shall not be construed to limit the effect of Subsection (a) of this
Section;

     

    (2)           the
Trustee shall not be liable for any error of judgment made in good faith by a
responsible officer, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts;

     

    (3)           the
Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Holders or a
majority in principal amount of the Outstanding Securities of any 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;
and

     

    (4)           no
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, 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 or liability is not reasonably assured to
it.

     

    (d)           Whether
or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section.

     

    
      
         


      

      
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    Section
6.02.  Notice of
Defaults

     

    If a
Default occurs and is continuing with respect to the Securities of any series,
the Trustee shall, within 90 days after it occurs, transmit, in the manner and
to the extent provided in Section 313(c) of the Trust Indenture Act, notice of
all uncured or unwaived Defaults known to it; provided, however, that,
except in the case of a Default in payment on the Securities of any series, the
Trustee shall be protected in withholding the notice if and so long as the board
of directors, the executive committee or a trust committee of directors or
responsible officers of the Trustee determine in good faith that withholding
such notice is in the interests of Holders of Securities of such series; provided, further, however,
that, in the case of any default or breach of the character specified in Section
5.01(3) with respect to the Securities of such series, no such notice to Holders
shall be given until at least 90 days after the occurrence thereof.

     

    For all
purposes of this Indenture (including, without limitation, Section 6.01) and the
securities, the Trustee shall not be deemed to have notice or be charged with
knowledge of any Default, except a Default under Sections 5.01(1) or 5.01(2)
herein, unless the Trustee shall have received from the Company or from any
Holder written notice thereof at its Corporate Trust Office, and such notice
references the Securities in this Indenture. In the absence of any such notice,
the Trustee may conclusively assume that no such Default exists.

     

    Section
6.03.  Certain
Rights of Trustee

     

    Subject
to the provisions of Section 6.01:

     

    (1)           the
Trustee may rely on and shall be protected in acting or refraining from acting
upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or
parties;

     

    (2)           any
request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order (or in the case of
a Periodic Offering, as agreed in procedures set forth in a Company Order
pursuant to Section 3.03) and any resolution of the Board of Directors shall be
sufficiently evidenced by a Board Resolution;

     

    (3)           whenever
in the administration of this Indenture the Trustee shall deem it desirable that
a matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, rely upon an Officers’
Certificate;

     

    (4)           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 in good faith and in
reliance thereon;

     

    (5)           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
pursuant to this Indenture, unless such Holders shall have offered to the
Trustee security or indemnity satisfactory to it against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction;

     

    
      
         


      

      
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    (6)           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, without obligation to do so, make such further inquiry or
investigation into such facts or matters as it may see fit; and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney;

     

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

     

    (8)           the
Trustee may request that the Company deliver an Officers’ Certificate setting
forth the names of individuals and/or titles of officers authorized at such time
to take specified actions pursuant to this Indenture, which Officers’
Certificate may be signed by any Person authorized to sign an Officers’
Certificate, including any Person specified as so authorized in any such
certificate previously delivered and not superseded; and

     

    (9)           the
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and
shall be enforceable by, the Trustee in each of its capacities hereunder, and
each agent, custodian and other Person employed to act hereunder.

     

    Section
6.04.  Not
Responsible for Recitals or Issuance of Securities

     

    The
recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee or any Authenticating Agent assumes no responsibility for their
correctness. Neither the Trustee nor any Authenticating Agent makes any
representations as to the validity or sufficiency of this Indenture or of the
Securities. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

     

    Section
6.05.  May Hold
Securities

     

    The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or
any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and, subject to Sections 6.08 and
6.13, may otherwise deal with the Company with the same rights it would have if
it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or
such other agent.

     

    Section
6.06.  Money Held in
Trust

     

    Money
held by the Trustee in trust hereunder need not be segregated from other funds
except to the extent required by law. The Trustee shall be under no liability
for interest on any money received by it hereunder.


    
      
         


      

      
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    Section
6.07.  Compensation
and Reimbursement

     

    The
Company agrees:

     

    (1)           to
pay to the Trustee from time to time such compensation for all services rendered
by it hereunder as shall be mutually agreed upon by the Company and the Trustee
in writing (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust);

     

    (2)           to
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad faith;
and

     

    (3)           to
indemnify the Trustee for, and to hold it harmless against, any loss, liability
or expense incurred without gross negligence or bad faith on its part, arising
out of or in connection with the acceptance or administration of the trust or
trusts hereunder, including the costs and expenses of defending itself against
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder.

     

    The
obligations of the Company under this Section to compensate the Trustee and to
pay or reimburse the Trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder.

     

    Without
limiting any rights available to the Trustee under applicable law, when the
Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 5.01(4) or Section 5.01(5), the expenses (including
the reasonable charges and expenses of its counsel) and the compensation for
such services are intended to constitute expenses of administration under any
applicable Bankruptcy Law.

     

    To secure
the Company’s payment obligations in this Section 6.07, the Trustee is hereby
granted a lien prior to the Notes against all money or property held or
collected by the Trustee, in its capacity as Trustee.

     

    The
provisions of this Section shall survive the satisfaction and discharge of this
Indenture and the defeasance of the Securities and the resignation or removal of
the Trustee.

     

    Section
6.08.  Disqualification; Conflicting
Interests

     

    If the
Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act, the Trustee shall either eliminate such interest or resign,
to the extent and in the manner provided by, and subject to the provisions of,
the Trust Indenture Act and this Indenture.

    

      
        
           


        

        
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    Section
6.09.  Corporate
Trustee Required; Eligibility

     

    There
shall at all times be one or more Trustees hereunder with respect to the
Securities of each series, at least one of which shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus required by the Trust Indenture Act. If such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of a supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such Person shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this
Article.

     

    Section
6.10.  Resignation
and Removal; Appointment of Successor

     

    No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 6.11.

     

    The
Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company. If the instrument of
acceptance by a successor Trustee required by Section 6.11 shall not have been
delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may, at the expense of the Company, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

     

    The
Trustee may be removed at any time with respect to the Securities of any series
by Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series, delivered to the Trustee and to the Company. If an
instrument of acceptance by a successor Trustee shall not have been delivered to
the Trustee within 30 days after the giving of such notice of removal, the
removed Trustee may, at the expense of the Company, petition any court of
competent jurisdiction for the appointment of a successor Trustee.

     

    If at any
time:

     

    (1)           the
Trustee shall fail to comply with Section 6.08 after written request therefor by
the Company or by any Holder who has been a bona fide Holder of a Security for
at least six months, or

     

    (2)           the
Trustee shall cease to be eligible under Section 6.09 and shall fail to resign
after written request therefor by the Company or by any such Holder,
or

     

    (3)           the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or
any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, (A) the Company, acting pursuant to the
authority of a Board Resolution, may remove the Trustee with respect to all
Securities, or (B) subject to Section 5.14, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to all Securities and the appointment of a
successor Trustee or Trustees.


    
      
         


      

      
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    If the
Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee may
be appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 6.11. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 6.11, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or Holders and accepted appointment in the manner
required by Section 6.11, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

     

    The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series to all Holders of
Securities of such series in the manner provided in Section 1.06. Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.

     

    Section
6.11.  Acceptance of
Appointment by Successor

     

    (1)           In
case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges and
all amounts due to it under Section 6.07, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee
hereunder.


    
      
         


      

      
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    (2)           In
case of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (A) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (B) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (C) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees as co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates, but, on request of
the Company, or any successor Trustee, such retiring Trustee shall, upon payment
of its charges and all amounts due to it under Section 6.07, duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

     

    (3)           Upon
request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts referred to in paragraph
(1) or (2) of this Section, as the case may be.

     

    (4)           No
successor Trustee shall accept its appointment unless at the time of such
acceptance such successor Trustee shall be qualified and eligible under this
Article.

     

    Section
6.12.  Merger,
Conversion, Consolidation or Succession to Business

     

    Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such corporation
shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto. In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.

     

    Section
6.13.  Preferential
Collection of Claims Against the Company

     

    If and
when the Trustee shall be or become a creditor of the Company, or any other
obligor upon the Securities, the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims against the Company
or any such other obligor.

     

    
      
         


      

      
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    Section
6.14.  Appointment
of Authenticating Agent

     

    The
Trustee (upon notice to the Company) may appoint an Authenticating Agent or
Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon original issue (in accordance with procedures acceptable to
the Trustee) and upon exchange, registration of transfer or partial redemption
thereof or pursuant to Section 3.06, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee’s certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

     

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

     

    An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and to the Company. The Trustee may at any time terminate the agency
of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this
Section.

     

    
      
         


      

      
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    Except
with respect to an Authenticating Agent appointed at the request of the Company,
the Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section.

     

    If an
appointment with respect to one or more series is made pursuant to this Section,
the Securities of such series may have endorsed thereon, in addition to the
Trustee’s certificate of authentication, an alternative certificate of
authentication in the following form:

     

    This is
one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.

     

    
      
        
          
            	 
      	
                    Wilmington
      Trust FSB

                  
	 
      	
                      

                  
	 
      	
                    As
      Trustee

                  
	 
      	 
      
	
                    Date:

                  	 
      
	 
      	 
      
	 
      	
                    By:

                  	
                       

                  
	 
      	
                    As
      Authenticating Agent

                  
	 
      	 
      
	 
      	
                    By:

                  	
                      

                  
	 
      	
                    Authorized
      Signatory

                  


          

        

      

    


    
      
         


      

      
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    ARTICLE
VII

     

    HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND THE COMPANY

     

    Section
7.01.  The Company
to Furnish Trustee Names and Addresses of Holders

     

    The
Company will furnish or cause to be furnished to the Trustee

     

    (1)           semi-annually,
not later than each Interest Payment Date in each year, a list for each series
of Securities, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders of Securities of such series as of the preceding
Regular Record Date, and

     

    (2)           at
such other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is
furnished;

     

    provided, however, that if
and so long as the Trustee shall be the Security Registrar for Securities of a
series, no such list need be furnished with respect to such series of
Securities.

     

    Section
7.02.  Preservation
of Information; Communications to Holders

     

    The
Trustee shall comply with the obligations imposed upon it pursuant to Section
312 of the Trust Indenture Act.

     

    The
rights of the Holders to communicate with other Holders with respect to their
rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust
Indenture Act.

     

    Every
Holder of Securities, by receiving and holding the same, agrees with the Company
and the Trustee that neither the Company nor the Trustee nor any agent of either
of them shall be held accountable by reason of any disclosure of information as
to the names and addresses of Holders made pursuant to the Trust Indenture
Act.

     

    Section
7.03.  Reports by
Trustee

     

    As
promptly as practicable after each May 15 beginning with the May 15 following
the date of this Indenture, and in any event prior to July 15 in each year, the
Trustee shall mail to each Holder a brief report dated as of May 15 that
complies with Trust Indenture Act Section 313(a). The Trustee also shall comply
with Trust Indenture Act Section 313(b). Prior to delivery to the Holders, the
Trustee shall deliver to the Company a copy of any report it delivers to Holders
pursuant to this Section 7.03; provided, however, that no recourse may
be taken against the Trustee for its failure to deliver a copy of such report to
the Company prior to its delivery of the report to the Holders.

     

    A copy of
each such report shall, at the time of such transmission to Holders, be filed by
the Trustee with each stock exchange upon which any Securities are listed, with
the Commission and with the Company. The Company will notify the Trustee when
any Securities are listed on any stock exchange.


    
      
         


      

      
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    Section
7.04.  Reports by
the Company

     

    The
Company shall file with the Trustee and the Commission, and transmit to Holders,
such information, documents and other reports, and such summaries thereof, as
may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant to the Trust Indenture Act; provided that with respect to
any such information, documents and reports filed with the Commission pursuant
to its Electronic Data Gathering, Analysis and Retrieval (or EDGAR) system, the
Company shall notify the Trustee in the manner prescribed herein of each
such  filing.  The Trustee is hereby authorized and directed to
access the EDGAR system for purposes of retrieving the financial information so
filed.  The Trustee shall have no duty to search for or obtain any
electronic or other filings that the Company makes with the Commission,
regardless of whether such filings are periodic, supplemental or
otherwise.  Delivery of reports, information and documents to the
Trustee pursuant to this Section 7.04 shall be solely for purposes of compliance
with this Section 7.04 and, if applicable, with Section 314(a) of the Trust
Indenture Act, but shall not relieve the Company of the requirement to deliver
the Officer's Certificates referred to below.  The Trustee’s
receipt of such reports, information and documents shall not constitute notice
to it of the content thereof or any matter determinable from the contents
thereof, including the Company’s compliance with any of its covenants hereunder,
as to which the Trustee is entitled to rely upon Officer’s
Certificates.

     

    ARTICLE
VIII


     

    CONSOLIDATION,
MERGER, CONVEYANCE, TRANSFER OR LEASE

     

    Section
8.01.  The Company
May Consolidate, Etc., Only on Certain Terms

     

    The
Company shall not consolidate with or merge into any other Person or convey,
transfer or lease its properties and assets substantially as an entirety to, any
Person, unless:

     

    (1)           the
Person formed by such consolidation or into which the Company is merged or the
Person which acquires by conveyance or transfer, or which leases, the properties
and assets of the Company substantially as an entirety shall be a corporation,
partnership or trust, shall be organized and validly existing under the laws of
the United States of America, any State thereof or the District of Columbia and
shall expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of and any premium and interest on all the
Securities and the performance or observance of every other covenant of this
Indenture on the part of the Company to be performed or observed;

     

    (2)           immediately
after giving effect to such transaction and treating any indebtedness which
becomes an obligation of the Company or a Subsidiary as a result of such
transaction as having been incurred by the Company or such Subsidiary at the
time of such transaction, no Event of Default, and no event which, after notice
or lapse of time or both, would become an Event of Default, shall have happened
and be continuing;


    
      
         


      

      
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    (3)           if,
as a result of any such consolidation or merger or such conveyance, transfer or
lease, properties or assets of the Company would become subject to a mortgage,
pledge, lien, security interest or other encumbrance which would not be
permitted by this Indenture, the Company or such successor Person, as the case
may be, shall take such steps as shall be necessary effectively to secure the
Securities equally and ratably with (or prior to) all indebtedness secured
thereby; and

     

    (4)           the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, transfer or
lease and such supplemental indenture comply with this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied with.

     

    Section
8.02.  Successor
Substituted

     

    Upon any
consolidation of the Company with, or merger of the Company into, any other
Person or any conveyance, transfer or lease of the properties and assets of the
Company substantially as an entirety in accordance with Section 8.01, the
successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease 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 had been
named as the Company herein and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities and coupons and may liquidate and
dissolve.

     

    ARTICLE
IX


     

    SUPPLEMENTAL
INDENTURES

     

    Section
9.01.  Supplemental
Indentures Without Consent of Holders

     

    Without
the consent of any Holders of Securities, the Company and the Trustee, at any
time and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following
purposes:

     

    (1)           to
evidence the succession of another Person to the Company under this Indenture
and the Securities and the assumption by such successor Person of the
obligations of the Company hereunder;

     

    (2)           to
add covenants and Events of Default for the benefit of the Holders of all or any
series of such Securities or to surrender any right or power conferred by this
Indenture upon the Company or to make any change that does not adversely affect
the legal rights hereunder of any Holder in any material respect;

     

    (3)           to
add to, change or eliminate any of the provisions of this Indenture, provided that any such
addition, change or elimination shall become effective only after there are no
such Securities of any series entitled to the benefit of such provision
outstanding;

     

    (4)           to
establish the forms or terms of the Securities of any series issued
hereunder;


    
      
         


      

      
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    (5)           to
cure any ambiguity or correct any defect or inconsistency in this
Indenture;

     

    (6)           to
evidence the acceptance of appointment by a successor Trustee with respect to
one or more series of Securities or otherwise;

     

    (7)           to
qualify this Indenture under the Trust Indenture Act;

     

    (8)           to
provide for uncertificated securities in addition to certificated
securities;

     

    (9)           to
supplement any provisions of this Indenture necessary to permit or facilitate
the defeasance and discharge of any series of Securities, provided that such action
does not adversely affect the interests of the Holders of Securities of such
series or any other series; and

     

    (10)           to
comply with the rules or regulations of any securities exchange or automated
quotation system on which any of the Securities may be listed or
traded.

     

    Section
9.02.  Supplemental
Indentures with Consent of Holders

     

    With the
consent of the Holders of not less than a majority in aggregate principal amount
of all Outstanding Securities affected by such supplemental indenture (voting as
one class), the Company and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture,
or modifying in any manner the rights of Holders of Securities of such series
under this Indenture; provided that the Company and
the Trustee may not, without the consent of the Holder of each Outstanding
Security affected thereby,

     

    (1)           change
the Stated Maturity of the principal of, or any installment of principal of or
interest, if any, on, any Security, or reduce the principal amount thereof or
premium, if any, on or the rate of interest thereon or adversely affect any
right to convert or exchange any Security into any other security, or alter the
method of computation of interest;

     

    (2)           reduce
the percentage in principal amount of Securities required for any such
supplemental indenture or for any waiver provided for in this
Indenture;

     

    (3)           change
the Company’s obligation to maintain an office or agency for payment of
Securities and the other matters specified herein;

     

    (4)           impair
the right to institute suit for the enforcement of any payment of principal of,
premium, if any, or interest on, any Security;

     

    (5)           modify
the provisions of this Indenture with respect to the subordination of any
Security in a manner adverse to the Holder thereof; or

     

    (6)           modify
any of the provisions of this Indenture relating to the execution of
supplemental indentures with the consent of Holders of Securities which are
discussed in this Section or modify any provisions relating to the waiver by
Holders of Securities of past defaults and covenants, except to increase any
required percentage or to provide that other provisions of this Indenture cannot
be modified or waived without the consent of the Holder of each Outstanding
Security affected thereby.


    
      
         


      

      
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    A
supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

     

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

     

    Section
9.03.  Execution of
Supplemental Indentures

     

    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 6.01) shall be fully protected in relying upon, an Officers’
Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee
shall enter into any supplemental indenture which does not adversely affect the
Trustee’s own rights, duties or immunities under this Indenture or otherwise.
The Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which adversely affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise.

     

    Section
9.04.  Effect of
Supplemental Indentures

     

    Upon the
execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form
a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

     

    Section
9.05.  Conformity
with Trust Indenture Act

     

    Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

     

    Section
9.06.  Reference in
Securities to Supplemental Indentures

     

    Securities
of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series. Failure to make a notation
or issue a new Security shall not affect the validity and effect of any
amendment, supplement or waiver.


    
      
         


      

      
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    ARTICLE
X


     

    COVENANTS

     

    Section
10.01.  Payment of
Principal, Premium and Interest

     

    The
Company covenants and agrees for the benefit of each series of Securities that
it will duly and punctually pay the principal of and any premium and interest on
the Securities of that series in accordance with the terms of the Securities and
this Indenture.

     

    Section
10.02.  Maintenance
of Office or Agency

     

    The
Company will maintain in each Place of Payment for any series of Securities an
office or agency where Securities of that series may be presented or surrendered
for payment, where Securities of that 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 that series and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the 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 other offices or
agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes 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 obligation to maintain an office or agency in each
Place of Payment 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 location of any such other office or
agency.

     

    Except as
otherwise specified with respect to a series of Securities as contemplated by
Section 3.01, the Company hereby initially designates as the Place of Payment
for each series of Securities to be the Corporate Trust Office of the Trustee,
and initially appoints the Trustee as Paying Agent at its office at 246 Goose
Lane, Suite 105, Guilford, Connecticut 06437, as the Company’s office or agency
for each such purpose in such city.

     

    Section
10.03.  Money for
Securities Payments to Be Held in Trust

     

    If the
Company or any of its Subsidiaries shall at any time act as Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.

     


    
      
         


      

      
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    Whenever
the Company shall have one or more Paying Agents for any series of Securities,
it will, on or prior to each due date of the principal of or any premium or
interest on any Securities of that series, deposit with a Paying Agent a sum
sufficient to pay such amount, such sum to be held as provided by the Trust
Indenture Act, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.

     

    The
Company will cause each Paying Agent for any series of Securities other than the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section,
that such Paying Agent will (1) hold all sums held by it for the payment of the
principal of (and premium, if any) or interest, if any, on Securities of that
series in trust for the benefit of the Persons entitled thereto until such sums
shall be paid to such Persons or otherwise disposed of as herein provided; (2)
give the Trustee notice of any default by the Company (or any other obligor upon
the Securities of that series) in the making of any payment of principal (and
premium, if any) or interest, if any, on the Securities of that series; and (3)
during the continuance of any such default, upon the written request of the
Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent for payment in respect of the Securities of that series.

     

    The
Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by the
Company or such Paying Agent, such sums to be held by the Trustee upon the same
trusts as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such
money.

     

    Any money
deposited with the Trustee or any Paying Agent in trust for the payment of the
principal of or any premium or interest on any Security of any series and
remaining unclaimed for two years after such principal, premium or interest has
become due and payable shall be paid to the state which escheat laws control and
the Trustee or any Paying Agent shall be discharged from such trust; and the
Holder of such Security shall thereafter, as an unsecured general creditor, look
only to the state which escheat laws control for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that
the Trustee or such Paying Agent, before being required to make any such
payment, may at the expense of the Company cause to be published once, in an
Authorized Newspaper, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
paid to the state whose escheat laws control.

     

    Section
10.04.  Statement by
Officers as to Default

     

    The
Company will deliver to the Trustee, within 150 days after the end of each
Fiscal Year of the Company ending after the date hereof, an Officers’
Certificate, stating whether or not to the best knowledge of the signer or
signers thereof the Company is in default in the performance and observance of
any of the terms, provisions and conditions of this Indenture (without regard to
any period of grace or requirement of notice provided hereunder) and, if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.


    
      
         


      

      
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    Section
10.05.  Waiver of
Certain Covenants

     

    The
Company may omit in any particular instance to comply with any term, provision
or condition set forth in Sections 10.02 through 10.03 with respect to the
Securities of any series if before the time for such compliance Holders of at
least a majority in aggregate principal amount of the Outstanding Securities of
all affected series (voting as one class) shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

     

    A waiver
which changes or eliminates any term, provision or condition of this Indenture
which has expressly been included solely for the benefit of one or more
particular series of Securities, or which modifies the rights of the Holders of
Securities of such series with respect to such term, provision or condition,
shall be deemed not to affect the rights under this Indenture of the Holders of
Securities of any other series.

     

    ARTICLE
XI


     

    REDEMPTION
OF SECURITIES

     

    Section
11.01.  Applicability of
Article

     

    Securities
of any series which are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise specified as
contemplated by Section 3.01 for Securities of any series) in accordance with
this Article.

     

    Section
11.02.  Election to
Redeem; Notice to Trustee

     

    The
election of the Company to redeem any Securities shall be evidenced by a Board
Resolution. In case of any redemption at the election of the Company of less
than all the Securities of any series, the Company shall, not less than 35 nor
more than 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date, of the principal amount of Securities of such series to be
redeemed and, if applicable, of the tenor of the Securities to be redeemed. In
the case of any redemption of Securities (1) prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, or (2) pursuant to an election of the Company which
is subject to a condition specified in the terms of such Securities, the Company
shall furnish the Trustee with an Officers’ Certificate evidencing compliance
with such restriction or condition.

     

    
      
        
        

      

      
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    Section
11.03.  Selection by
Trustee of Securities to be Redeemed


    If less
than all the Securities of any series are to be redeemed (unless all the
Securities of such series and of a specified tenor are to be redeemed), the
particular Securities to be redeemed shall be selected not more than 35 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, on a pro rata basis, by lot or by
any other method which the Trustee deems fair and appropriate and which complies
with any securities exchange or other applicable requirements for redemption of
portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized denomination
for Securities of that series.

     

    The
Trustee shall promptly notify the Company in writing of the Securities selected
for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

     

    For all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of
any Securities redeemed or to be redeemed only in part, to the portion of the
principal amount of such Securities which has been or is to be
redeemed.

     

    Section
11.04.  Notice of
Redemption

     

    Notice of
redemption shall be given by first-class mail (if international mail, by air
mail), postage prepaid, mailed not less than 30 nor more than 60 days prior to
the Redemption Date, to each Holder of Securities to be redeemed, at his address
appearing in the Security Register.

     

    All
notices of redemption shall state:

     

    (1)           the
Redemption Date,

     

    (2)           the
Redemption Price,

     

    (3)           if
less than all the Outstanding Securities of any series and of a specified tenor
are to be redeemed, the identification (and, in the case of partial redemption
of any Securities, the principal amounts) of the particular Securities to be
redeemed,

     

    (4)           that
on the Redemption Date the Redemption Price will become due and payable upon
each such Security to be redeemed and that interest thereon will cease to accrue
on and after said date,

     

    (5)           the
place or places where such Securities are to be surrendered for payment of the
Redemption Price, and

     

    (6)           that
the redemption is for a sinking fund, if such is the case.

     

    Notice of
redemption of Securities to be redeemed shall be given by the Company or, at the
Company’s request (made to the Trustee at least 5 days (or such shorter period
as shall be satisfactory to the Trustee) prior to the mailing of such notice),
by the Trustee in the name and at the expense of the Company.  Any
such request will set forth the information to be stated in such notice, as
provided by this Section 11.04.


    
      
         


      

      
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    Section
11.05.  Deposit of
Redemption Price

     

    On or
prior to 10:30 a.m. (Eastern time) on any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company is acting as
its own Paying Agent, segregate and hold in trust as provided in Section 10.03)
an amount of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Securities which are to be redeemed on that date.

     

    Section
11.06.  Securities
Payable on Redemption Date

     

    Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided,
however, that, unless otherwise specified as contemplated by Section
3.01, 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 as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
3.07.

     

    If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal and any premium shall, until paid, bear interest from
the Redemption Date at the rate prescribed therefor in the
Security.

     

    Section
11.07.  Securities
Redeemed in Part

     

    Any
Security which is to be redeemed only in part shall be surrendered at a Place of
Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and of like tenor, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

     

    ARTICLE
XII

     

    SINKING
FUNDS

     

    Section
12.01.  Applicability of
Article

     

    The
provisions of this Article shall be applicable to any sinking fund for the
retirement of Securities of a series except as otherwise specified as
contemplated by Section 3.01 for Securities of such series.


    
      
         


      

      
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    The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “mandatory sinking fund
payment,” and any payment in excess of such minimum amount provided for by the
terms of Securities of any 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 12.02. Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of Securities of such
series.

     

    Section
12.02.  Satisfaction
of Sinking Fund Payments with Securities

     

    The
Company (1) may deliver Outstanding Securities of a series (other than any
previously called for redemption), and (2) may apply as a credit Securities of a
series which have been redeemed either at the election of the Company pursuant
to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided that such Securities
have not been previously so credited. Such Securities shall be received and
credited for such purpose by the Trustee at the Redemption 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.

     

    Section
12.03.  Redemption
of Securities for Sinking Fund

     

    Not less
than 45 days prior to each sinking fund payment date for any series of
Securities (unless a shorter period shall be satisfactory to the Trustee), the
Company will deliver to the Trustee an Officers’ Certificate specifying the
amount of the next ensuing 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 Securities of that series pursuant to Section 12.02 and
stating the basis for such credit and that such Securities have not been
previously so credited, and will also deliver to the Trustee any Securities to
be so delivered. Not less than 30 days 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 11.03 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 11.04. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 11.06 and 11.07.

     

    ARTICLE
XIII

     

    DEFEASANCE

     

    Section
13.01.  Applicability of
Article

     

    The
provisions of this Article shall be applicable to each series of Securities
except as otherwise specified as contemplated by Section 3.01 for Securities of
such series.


    
      
         


      

      
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    Section
13.02.  Legal
Defeasance

     

    In
addition to discharge of the Indenture pursuant to Section 4.01, the Company
shall be deemed to have paid and discharged the entire indebtedness on all the
Securities of such a series on the 91st day after the date of the deposit
referred to in Clause (1) below, and the provisions of this Indenture with
respect to the Securities of such series shall no longer be in effect (except as
to (i) rights of registration of transfer and exchange of Securities of such
series and the Company’s right of optional redemption, if any, (ii) substitution
of mutilated, destroyed, lost or stolen Securities, (iii) rights of Holders of
Securities to receive payments of principal thereof and interest thereon, upon
the original stated due dates therefor or on the specified redemption dates
therefor (but not upon acceleration), and remaining rights of the holders to
receive mandatory sinking fund payments, if any, (iv) the rights, obligations,
duties and immunities of the Trustee hereunder, and the Company’s obligations in
connection therewith (including, but not limited to, Section 6.07), (v) the
rights, if any, to convert or exchange the Securities of such series, (vi) the
rights of Holders of Securities of such series as beneficiaries hereof with
respect to the property so deposited with the Trustee payable to all or any of
them, and (vii) the obligations of the Company under Section 10.02), and the
Trustee, at the expense of the Company, shall, upon a Company Request, execute
proper instruments acknowledging the same, if the conditions set forth below are
satisfied (hereinafter, “defeasance”):

     

    (1)           The
Company has irrevocably deposited or caused to be deposited with the Trustee as
trust funds in trust, for the purposes of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of
Holders of the Securities of such series (A) cash in an amount, or (B) in the
case of any series of Securities the payments on which may only be made in legal
coin or currency of the United States, U.S. Government Obligations, maturing as
to principal and interest at such times and in such amounts as will insure the
availability of cash, or (C) a combination thereof, certified to be sufficient,
in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
(i) the principal and interest and premium, if any, on all Securities of such
series on each date that such principal, interest or premium, if any, is due and
payable or on any Redemption Date established pursuant to Clause (3) below, and
(ii) any mandatory sinking fund payments on the dates on which such payments are
due and payable in accordance with the terms of the Indenture and the Securities
of such series;

     

    (2)           The
Company has delivered to the Trustee an Opinion of Counsel based on the fact
that (A) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling, or (B) since the date hereof, there has been
a change in the applicable federal income tax law, in either case to the effect
that, and such opinion shall confirm 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, defeasance and discharge and will be subject to
federal income tax on the same amount 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;

     

    (3)           If
the Securities are to be redeemed prior to Stated Maturity (other than from
mandatory sinking fund payments or analogous payments), notice of such
redemption shall have been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee shall have been made;


    
      
         


      

      
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    (4)           No
Event of Default or event which with notice or lapse of time or both would
become an Event of Default shall have occurred and be continuing on the date of
such deposit;

     

    (5)           Such
defeasance shall not cause the Trustee to have a conflicting interest within the
meaning of the Trust Indenture Act (assuming all Securities are in default
within the meaning of such Act);

     

    (6)           Such
defeasance shall not result in a breach or violation of, or constitute a default
under, any other agreement or instrument to which the Company is a party or by
which it is bound;

     

    (7)           Such
defeasance shall not result in the trust arising from such deposit constituting
an investment company within the meaning of the Investment Company Act of 1940,
as amended, unless such trust shall be registered under such Act or exempt from
registration thereunder; and

     

    (8)           The
Company has 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 provision have been complied with.

     

    For this
purpose, such defeasance means that the Company and any other obligor upon the
Securities of such series shall be deemed to have paid and discharged the entire
debt represented by the Securities of such series, which shall thereafter be
deemed to be “Outstanding” only for the
purposes of Section 13.04 and the rights and obligations referred to in Clauses
(i) through (vii), inclusive, of the first paragraph of this Section, and to
have satisfied all its other obligations under the Securities of such series and
this Indenture insofar as the Securities of such series are
concerned.

     

    Section
13.03.  Covenant
Defeasance

     

    The
Company and any other obligor shall be released on the 91st day after the date
of the deposit referred to in Clause (1) below from its obligations under
Sections 7.04 and 8.01 with respect to the Securities of any series on and after
the date the conditions set forth below are satisfied (hereinafter, “covenant defeasance”), and
the Securities of such series shall thereafter be deemed to be not “Outstanding” for the purposes
of any request, demand, authorization, direction, notice, waiver, consent or
declaration or other action or Act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
Outstanding for all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to the Securities of such series, the
Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such Section, whether directly or
indirectly by reason of any reference elsewhere herein to such Section or by
reason of any reference in such Section to any other provision herein or in any
other document and such omission to comply shall not constitute a Default or an
Event of Default under Section 5.01, but, except as specified above, the
remainder of this Indenture and the Securities of such series shall be
unaffected thereby. The following shall be the conditions to application of this
Section 13.03:


    
      
         


      

      
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    (1)           The
Company has irrevocably deposited or caused to be deposited 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
Holders of the Securities of such series, (A) cash in an amount, or (B) in the
case of any series of Securities the payments on which may only be made in legal
coin or currency of the United States, U.S. Government Obligations, maturing as
to principal and interest at such times and in such amounts as will insure the
availability of cash, or (C) a combination thereof, sufficient, in the opinion
of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay (i) the principal
and interest and premium, if any, on all Securities of such series on each date
that such principal, interest or premium, if any, is due and payable or on any
Redemption Date established pursuant to Clause (2) below, and (ii) any mandatory
sinking fund payments on the day on which such payments are due and payable in
accordance with the terms of the Indenture and the Securities of such
series;

     

    (2)           If
the Securities are to be redeemed prior to Stated Maturity (other than from
mandatory sinking fund payments or analogous payments), notice of such
redemption shall have been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee shall have been made;

     

    (3)           No
Event of Default or event which with notice or lapse of time or both would
become an Event of Default shall have occurred and be continuing on the date of
such deposit;

     

    (4)           The
Company has delivered to the Trustee an Opinion of Counsel which shall confirm
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 amount and in
the same manner and at the same time as would have been the case if such deposit
and covenant defeasance had not occurred;

     

    (5)           Such
covenant defeasance shall not cause the Trustee to have a conflicting interest
within the meaning of the Trust Indenture Act (assuming all Securities are in
default within the meaning of such Act);

     

    (6)           Such
covenant defeasance shall not result in a breach or violation of, or constitute
a default under, any other agreement or instrument to which the Company is a
party or by which it is bound;

     

    (7)           Such
covenant defeasance shall not result in the trust arising from such deposit
constituting an investment company within the meaning of the Investment Company
Act of 1940, as amended, unless such trust shall be registered under such Act or
exempt from registration thereunder; and

     

    (8)           The
Company has delivered to the Trustee an Officers’ Certificate and Opinion of
Counsel stating that all conditions precedent provided for relating to the
covenant defeasance contemplated by this provision have been complied
with.


    
      
         


      

      
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    Section
13.04.  Application
by Trustee of Funds Deposited for Payment of Securities

     

    Subject
to the provisions of the last paragraph of Section 10.03, all moneys or U.S.
Government Obligations deposited with the Trustee pursuant to Section 13.02 or
13.03 (and all funds earned on such moneys or U.S. Government Obligations) shall
be held in trust and applied by it to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent), to
Holders of the particular Securities of such series for the payment or
redemption of which such moneys have been deposited with the Trustee, of all
sums due and to become due thereon for principal and interest; but such money
need not be segregated from other funds except to the extent required by law.
Subject to Sections 13.02 and 13.03, the Trustee shall promptly pay to the
Company upon Company Order any moneys held by it at any time, which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification delivered to the Trustee, are in excess of
the amounts required to effect the defeasance with respect to the Outstanding
Securities in question.

     

    Section
13.05.  Repayment to
the Company

     

    The
Trustee and any Paying Agent promptly shall pay or return to the Company upon
Company Request any money and U.S. Government Obligations held by them at any
time that are not required for the payment of the principal of and any interest
on the Securities of any series for which money or U.S. Government Obligations
have been deposited pursuant to Section 13.02 or 13.03, which, in the opinion of
a nationally recognized firm of independent public accountants expressed in a
written certification delivered to the Trustee, are in excess of the amounts
required to effect the defeasance with respect to the Outstanding Securities in
question.

     

    The
provisions of the last paragraph of Section 10.03 shall apply to any money held
by the Trustee or any Paying Agent under this Article that remains unclaimed for
two years after the Maturity of any series of Securities for which money or U.S.
Government Obligations have been deposited pursuant to Section 13.02 or
13.03.

     

    Section
13.06.  Reinstatement

     

    If the
Trustee or the Paying Agent is unable to apply any money or U. S. Government
Obligations in accordance with this Article by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the
obligations of the Company under this Indenture and the Securities of the
applicable series shall be revived and reinstated as though no deposit had
occurred pursuant to this Indenture until such time as the Trustee or the Paying
Agent is permitted to apply all such money or U. S. Government Obligations in
accordance with this Article; provided, however, that if
the Company has made any payment of principal of or interest on any Securities
of such series because of the reinstatement of its obligations, the Company
shall be subrogated to the rights of Holders of such Securities to receive such
payment from the money or U.S. Government Obligations held by the Trustee or the
Paying Agent.


    
      
         


      

      
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    ARTICLE
XIV

     

    SUBORDINATION
OF SECURITIES

     

    Section
14.01.  Securities
Subordinated to Senior Debt

     

    The
payment by the Company of the principal of, premium, if any, and interest, if
any, on any series of Securities issued hereunder shall be subordinated to the
extent set forth in an indenture supplemental hereto relating to such
Securities.

     

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    IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed in multiple counterparts, each of which so executed shall be deemed to
be an original, but all of which shall together constitute but one and the same
instrument, all as of the day and year first above written.

     

    
      
        
          
            
              	
                      SANDY
      SPRING BANCORP, INC.

                    
	 
	
                      By:

                    	
                        

                    
	 
      	
                      Name:

                    
	 
      	
                      Title:

                    
	 
      	 
      
	
                      WILMINGTON
      TRUST FSB, as Trustee

                    
	 
      	 
      
	
                      By:

                    	
                        

                    
	 
      	
                      Name:

                    
	 
      	
                      Title:

                    


            

          

        

      

    


    
      
         


      

      
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