exhibit4-9.htm


    Exhibit
4.9


     

    
      

      

    

    
 

    
      


    

    CENTRAL
PACIFIC FINANCIAL CORP.

     

    


     

    TO

     

    


     

    THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A.

     

    Trustee

     

    


     

    ______________

     

    


     

    


     

    Indenture

     

    


     

    


     

    Dated as
of [●]

     

    


     

     

    ______________

     

    


     

     

    SUBORDINATED
DEBT SECURITIES

     

     

    


     

    
      

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    TABLE OF
CONTENTSNOTE:

     

    __________

     

     

     

     

    ARTICLE
ONE

     

    DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION

     

    
      	
              SECTION
      101.  

            	
              Definitions.

            


    

    Act 

    Affiliate;
control 

    Authenticating
Agent 

    Board of
Directors 

    Board
Resolution 

    Business
Day 

    claim 

    Commission 

    Company 

    Company
Request; Company Order 

    Corporate
Trust Office 

    corporation 

    Covenant
Defeasance 

    Default 

    Defaulted
Interest 

    Defeasance 

    Depositary 

    Event of
Default 

    Excess
Proceeds 

    Exchange
Act 

    Expiration
Date 

    General
Obligations 

    Global
Security 

    Holder 

    Indenture 

    interest 

    Interest
Payment Date 

    Investment
Company Act 

    Maturity 

    Notice of
Default 

    Officers’
Certificate 

    Opinion
of Counsel 

    Original
Issue Discount Security 

    Outstanding 

    Paying
Agent 

    Person 

    Place of
Payment 

    Predecessor
Security 

    Redemption
Date 

    Redemption
Price 

    Regular
Record Date 

    Responsible
Officer 

    Securities 

    Securities
Act 

    Security
Register; Security Registrar 

    Senior
Indebtedness 

    Special
Record Date 

    Stated
Maturity 

    Subsidiary 

    Subsidiary
Bank 

    Termination
Event 

    Trust
Indenture Act 

    Trustee 

    U.S.
Government Obligation 

    Vice-President 

    
      	
              SECTION
      102.

            	
              Compliance
      Certificates and Opinions.

            


    

    
      	
              SECTION
      103.

            	
              Form
      of Documents Delivered to Trustee.

            


    

    
      	
              SECTION
      104.

            	
              Acts
      of Holders; Record Dates.

            


    

    
      	
              SECTION
      105.

            	
              Notices,
      Etc., to Trustee and Company.

            


    

    
      	
              SECTION
      106.

            	
              Notice
      to Holders; Waiver.

            


    

    
      	
              SECTION
      107.

            	
              Waiver
      of Jury Trial.

            


    

    
      	
              SECTION
      108.

            	
              Force
      Majeure.

            


    

    
      	
              SECTION
      109.

            	
              Conflict
      with Trust Indenture Act.

            


    

    
      	
              SECTION
      110.

            	
              Effect
      of Headings and Table of Contents.

            


    

    
      	
              SECTION
      111.

            	
              Successors
      and Assigns.

            


    

    
      	
              SECTION
      112.

            	
              Separability
      Clause.

            


    

    
      	
              SECTION
      113.

            	
              Benefits
      of Indenture.

            


    

    
      	
              SECTION
      114.

            	
              Governing
      Law.

            


    

    
      	
              SECTION
      115.

            	
              Legal Holidays.

            


    

     

    ARTICLE
TWO

     

     

    


     

     

    SECURITY
FORMS

     

    
      	
              SECTION
      201.

            	
              Forms Generally.

            


    

    
      	
              SECTION
      202.

            	
              Form
      of Face of Security.

            


    

    
      	
              SECTION
      203.

            	
              Form
      of Reverse of Security.

            


    

    
      	
              SECTION
      204.

            	
              Form
      of Legend for Global Securities.

            


    

    
      	
              SECTION
      205.

            	
              Form
      of Trustee’s Certificate of
Authentication.

            


    

     

    ARTICLE
THREE

     

     

    


     

     

    THE
SECURITIES

     

    
      	
              SECTION
      301.

            	
              Amount
      Unlimited; Issuable in Series.

            


    

    
      	
              SECTION
      302.

            	
              Denominations.

            


    

    
      	
              SECTION
      303.

            	
              Execution,
      Authentication, Delivery and
Dating.

            


    

    
      	
              SECTION
      304.

            	
              Temporary
      Securities.

            


    

    
      	
              SECTION
      305.

            	
              Registration,
      Registration of Transfer and
Exchange.

            


    

    
      	
              SECTION
      306.

            	
              Mutilated,
      Destroyed, Lost and Stolen
Securities.

            


    

    
      	
              SECTION
      307.

            	
              Payment
      of Interest; Interest Rights
Preserved.

            


    

    
      	
              SECTION
      308.

            	
              Persons
      Deemed Owners.

            


    

    
      	
              SECTION
      309.

            	
              Cancellation.

            


    

    
      	
              SECTION
      310.

            	
              Computation
      of Interest.

            


    

    
      	
              SECTION
      311.

            	
              CUSIP
      Numbers.

            


    

     

    ARTICLE
FOUR

     

     

    


     

     

    SATISFACTION
AND DISCHARGE

     

    
      	
              SECTION
      401.

            	
              Satisfaction
      and Discharge of Indenture.

            


    

    
      	
              SECTION
      402.

            	
              Application
      of Trust Money.

            


    

     

    ARTICLE
FIVE

     

     

    


     

     

    REMEDIES

     

    
      	
              SECTION
      501.

            	
              Events
      of Default.

            


    

    
      	
              SECTION
      502.

            	
              Acceleration
      of Maturity; Rescission and
Annulment.

            


    

    
      	
              SECTION
      503.

            	
              Collection
      of Indebtedness and Suits for Enforcement by
  Trustee.

            


    

    
      	
              SECTION
      504.

            	
              Trustee
      May File Proofs of Claim.

            


    

    
      	
              SECTION
      505.

            	
              Trustee
      May Enforce Claims Without Possession of
  Securities.

            


    

    
      	
              SECTION
      506.

            	
              Application
      of Money Collected.

            


    

    
      	
              SECTION
      507.

            	
              Limitation
      on Suits.

            


    

    
      	
              SECTION
      508.

            	
              Unconditional
      Right of Holders to Receive Principal, Premium and
    Interest.

            


    

    
      	
              SECTION
      509.

            	
              Restoration
      of Rights and Remedies.

            


    

    
      	
              SECTION
      510.

            	
              Rights
      and Remedies Cumulative.

            


    

    
      	
              SECTION
      511.

            	
              Delay
      or Omission Not Waiver.

            


    

    
      	
              SECTION
      512.

            	
              Control
      by Holders.

            


    

    
      	
              SECTION
      513.

            	
              Waiver
      of Past Defaults.

            


    

    
      	
              SECTION
      514.

            	
              Undertaking
      for Costs.

            


    

    
      	
              SECTION
      515.

            	
              Waiver
      of Usury, Stay or Extension Laws.

            


    

     

    ARTICLE
SIX

     

     

    


     

     

    THE
TRUSTEE

     

    
      	
              SECTION
      601.

            	
              Certain
      Duties and Responsibilities.

            


    

    
      	
              SECTION
      602.

            	
              Notice
      of Defaults.

            


    

    
      	
              SECTION
      603.

            	
              Certain
      Rights of Trustee.

            


    

    
      	
              SECTION
      604.

            	
              Not
      Responsible for Recitals or Issuance of
  Securities.

            


    

    
      	
              SECTION
      605.

            	
              May
      Hold Securities.

            


    

    
      	
              SECTION
      606.

            	
              Money
      Held in Trust.

            


    

    
      	
              SECTION
      607.

            	
              Compensation
      and Reimbursement.

            


    

    
      	
              SECTION
      608.

            	
              Conflicting
      Interests.

            


    

    
      	
              SECTION
      609.

            	
              Corporate
      Trustee Required; Eligibility.

            


    

    
      	
              SECTION
      610.

            	
              Resignation
      and Removal; Appointment of
Successor.

            


    

    
      	
              SECTION
      611.

            	
              Acceptance
      of Appointment by Successor.

            


    

    
      	
              SECTION
      612.

            	
              Merger,
      Conversion, Consolidation or Succession to
  Business.

            


    

    
      	
              SECTION
      613.

            	
              Preferential
      Collection of Claims Against
Company.

            


    

    
      	
              SECTION
      614.

            	
              Appointment
      of Authenticating Agent.

            


    

     

    ARTICLE
SEVEN

     

     

    


     

     

    HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY

     

    
      	
              SECTION
      701.

            	
              Company
      to Furnish Trustee Names and Addresses of
  Holders.

            


    

    
      	
              SECTION
      702.

            	
              Preservation
      of Information; Communications to
Holders.

            


    

    
      	
              SECTION
      703.

            	
              Reports
      by Trustee.

            


    

    
      	
              SECTION
      704.

            	
              Reports
      by Company.

            


    

     

    ARTICLE
EIGHT

     

     

    


     

     

    CONSOLIDATION,
MERGER, CONVEYANCE, TRANSFER OR LEASE

     

    
      	
              SECTION
      801.

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

            


    

    
      	
              SECTION
      802.

            	
              Successor
      Substituted.

            


    

     

    ARTICLE
NINE

     

     

    


     

     

    SUPPLEMENTAL
INDENTURES

     

    
      	
              SECTION
      901.

            	
              Supplemental
      Indentures Without Consent of
Holders.

            


    

    
      	
              SECTION
      902.

            	
              Supplemental
      Indentures With Consent of Holders.

            


    

    
      	
              SECTION
      903.

            	
              Execution
      of Supplemental Indentures.

            


    

    
      	
              SECTION
      904.

            	
              Effect
      of Supplemental Indentures.

            


    

    
      	
              SECTION
      905.

            	
              Conformity
      with Trust Indenture Act.

            


    

    
      	
              SECTION
      906.

            	
              Reference
      in Securities to Supplemental
Indentures.

            


    

    
      	
              SECTION
      907.

            	
              Subordination
      Impaired.

            


    

     

    ARTICLE
TEN

     

     

    


     

     

    COVENANTS

     

    
      	
              SECTION
      1001.

            	
              Payment
      of Principal, Premium and Interest.

            


    

    
      	
              SECTION
      1002.

            	
              Maintenance
      of Office or Agency.

            


    

    
      	
              SECTION
      1003.

            	
              Money
      for Securities Payments to Be Held in
Trust.

            


    

    
      	
              SECTION
      1004.

            	
              Statement
      by Officers as to Default.

            


    

    
      	
              SECTION
      1005.

            	
              Existence.

            


    

    
      	
              SECTION
      1006.

            	
              Company
      Statement as to Compliance.

            


    

    
      	
              SECTION
      1007.

            	
              Payment
      of Taxes and Other Claims.

            


    

    
      	
              SECTION
      1008.

            	
              Waiver
      of Certain Covenants.

            


    

    
      	
              SECTION
      1009.

            	
              Calculation
      of Original Issue Discount.

            


    

     

    ARTICLE
ELEVEN

     

     

    


     

     

    REDEMPTION
OF SECURITIES

     

    
      	
              SECTION
      1101.

            	
              Applicability
      of Article.

            


    

    
      	
              SECTION
      1102.

            	
              Election
      to Redeem; Notice to Trustee.

            


    

    
      	
              SECTION
      1103.

            	
              Selection
      by Trustee of Securities to Be
Redeemed.

            


    

    
      	
              SECTION
      1104.

            	
              Notice
      of Redemption.

            


    

    
      	
              SECTION
      1105.

            	
              Deposit
      of Redemption Price.

            


    

    
      	
              SECTION
      1106.

            	
              Securities
      Payable on Redemption Date.

            


    

    
      	
              SECTION
      1107.

            	
              Securities
      Redeemed in Part.

            


    

     

    ARTICLE
TWELVE

     

     

    


     

     

    SINKING
FUNDS

     

    
      	
              SECTION
      1201.

            	
              Applicability
      of Article.

            


    

    
      	
              SECTION
      1202.

            	
              Satisfaction
      of Sinking Fund Payments with
Securities.

            


    

    
      	
              SECTION
      1203.

            	
              Redemption
      of Securities for Sinking Fund.

            


    

     

    ARTICLE
THIRTEEN

     

     

    


     

     

    DEFEASANCE
AND COVENANT DEFEASANCE

     

    
      	
              SECTION
      1301.

            	
              Company’s
      Option to Effect Defeasance or Covenant
  Defeasance.

            


    

    
      	
              SECTION
      1302.

            	
              Defeasance
      and Discharge.

            


    

    
      	
              SECTION
      1303.

            	
              Covenant
      Defeasance.

            


    

    
      	
              SECTION
      1304.

            	
              Conditions
      to Defeasance or Covenant
Defeasance.

            


    

    
      	
              SECTION
      1305.

            	
              Deposited
      Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
      Provisions.

            


    

    
      	
              SECTION
      1306.

            	
              Reinstatement.

            


    

     

    ARTICLE
FOURTEEN

     

     

    


     

     

    SUBORDINATION
OF SECURITIES

     

    
      	
              SECTION
      1401.

            	
              Securities
      Subordinate to Senior Indebtedness.

            


    

    
      	
              SECTION
      1402.

            	
              Payment
      Over of Proceeds Upon Dissolution,
Etc.

            


    

    
      	
              SECTION
      1403.

            	
              Prior
      Payment to Senior Indebtedness Upon Acceleration of
      Securities.

            


    

    
      	
              SECTION
      1404.

            	
              No
      Payment When Senior Indebtedness in
Default.

            


    

    
      	
              SECTION
      1405.

            	
              Payment
      Permitted If No Default.

            


    

    
      	
              SECTION
      1406.

            	
              Subrogation
      to Rights of Holders of Senior
Indebtedness.

            


    

    
      	
              SECTION
      1407.

            	
              Provisions
      Solely to Define Relative Rights.

            


    

    
      	
              SECTION
      1408.

            	
              Trustee
      to Effectuate Subordination.

            


    

    
      	
              SECTION
      1409.

            	
              No
      Waiver of Subordination Provisions.

            


    

    
      	
              SECTION
      1410.

            	
              Notice
      to Trustee.

            


    

    
      	
              SECTION
      1411.

            	
              Reliance
      on Judicial Order or Certificate of Liquidating
  Agent.

            


    

    
      	
              SECTION
      1412.

            	
              Trustee
      Not Fiduciary for Holders of Senior Indebtedness (or Creditors in Respect
      of General Obligations).

            


    

    
      	
              SECTION
      1413.

            	
              Rights
      of Trustee as Holder of Senior Indebtedness; Preservation of Trustee's
      Rights.

            


    

    
      	
              SECTION
      1414.

            	
              Article
      Applicable to Paying Agents.

            


    

    
      	
              SECTION
      1415.

            	
              Payment
      of Proceeds in Certain Cases.

            


    

    
      	
              SECTION
      1416.

            	
              Automatic
      Termination.

            


    

    
      	
              SECTION
      1417.

            	
              Rights
      of Trustee.

            


    

    

      

    

     

      
        	
                 
      

              	
                Note:  This
      Table of Contents shall not, for any purpose, be deemed to be a part of
      the Indenture.

              


      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    ..............................................................

     

    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)

            	 
      	
              101

            
	 
      	 
      	
              1004

            
	
              (b)

            	 
      	
              Not
      Applicable

            
	
              (c)(1)

            	 
      	
              102

            
	
              (c)(2)

            	 
      	
              102

            
	
              (c)(3)

            	 
      	
              Not
      Applicable

            
	
              (d)

            	 
      	
              Not
      Applicable

            
	
              (e)

            	 
      	
              102

            
	
              §
      315(a)

            	 
      	
              601

            
	
              (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.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    INDENTURE,
dated as of [●], between Central Pacific Financial Corp., a corporation duly
organized and existing under the laws of the State of Hawaii (herein called the
“Company”), having its principal office at 220 South King Street, Honolulu,
Hawaii 96813, and The Bank of New York Mellon Trust Company, N.A., as Trustee
(herein called the “Trustee”), having its Corporate Trust Office at 700 South
Flower Street, 5th Floor,
Los Angeles, California 90017.

     

    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 subordinated debt securities
(herein called the “Securities”), to be issued in one or more series as in this
Indenture provided.

     

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

     

    Now,
Therefore, This Indenture Witnesseth:

    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 series thereof, as follows:

     

    ARTICLE
ONE

     

    Definitions
and Other Provisions

    of
General Application

     

    
      	
              SECTION
      101.  

            	
              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, 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 at the date of
such computation;

     

    (4) unless
the context otherwise requires, any reference to an “Article”, “Section” or
“Clause” refers to an Article, Section or Clause, as the case may be, of this
Indenture; and

     

    (5) 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.

     

    “Act”,
when used with respect to any Holder, has the meaning specified in
Section 104.

     

    “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 614
to act on behalf of the Trustee to authenticate Securities of one or more
series.

     

    “Board of
Directors”means either the board of directors of the Company or any duly
authorized committee of that board.

     

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

     

    “Business
Day”, when used with respect to any Place of Payment, means each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in that Place of Payment are authorized or obligated by law or
executive order to close.

     

    “claim”
shall have the meaning assigned thereto in Section 101(5) of the Bankruptcy Code
of 1978, as amended to the date of this Indenture.

     

    “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.

     

    “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 its Chairman of the Board, its Vice Chairman of the Board, its
President or a Vice President, and by its Treasurer, an Assistant Treasurer, its
Secretary or an Assistant Secretary, and delivered to the Trustee.

     

    “Corporate
Trust Office” means the principal office of the Trustee at which at any
particular time its corporate trust business shall be administered, which office
at the date hereof is located at 700 South Flower Street, 5th Floor, Los
Angeles, California 90017, or such other address as the Trustee may designate
from time to time by notice to the Holders and the Company, or the principal
corporate trust office of any successor Trustee.

     

    “corporation”
means a corporation, association, company, joint-stock company or business
trust.

     

    “Covenant
Defeasance” has the meaning specified in Section 1303.

     

    “Default”
has the meaning specified in Section 501.

     

    “Defaulted
Interest” has the meaning specified in Section 307.

     

    “Defeasance”
has the meaning specified in Section 1302.

     

    “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 301.

     

    “Event of
Default” has the meaning specified in Section 501.

     

    “Excess
Proceeds” has the meaning specified in Section 1415.

     

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

     

    “Expiration
Date” has the meaning specified in Section 104.

     

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

     

    “General
Obligations” means all obligations of the Company to make payment on account of
claims of general creditors, other than (A) obligations on account of Senior
Indebtedness and (B) obligations on account of the Securities and indebtedness
for money borrowed ranking pari passu with or
subordinate to the Securities; provided, however, that if
the Board of Governors of the Federal Reserve System (or other Federal banking
supervisor that shall at the time of determination be the Company’s primary
Federal banking supervisor) shall promulgate any rule or issue any
interpretation defining or describing the term “general creditor” or “general
creditors” or “senior indebtedness” for purposes of its criteria for the
inclusion of subordinated debt of a bank holding company (including a financial
holding company, if applicable) in capital, or otherwise defining or describing
the obligations to which subordinated debt of a bank holding company (including
a financial holding company, if applicable) must be subordinated to be included
in capital, to include any obligations not included in the definition of “Senior
Indebtedness” herein, the term “General Obligations” shall mean such obligations
as defined or described in the first such rule or interpretation, other than
obligations described in clauses (A) and (B) above.

     

    “Global
Security” means a Security that evidences all or part of the Securities of any
series and bears the legend set forth in Section 204 (or such legend as may
be specified as contemplated by Section 301 for such
Securities).

     

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

     

    “Indenture”
means this instrument as originally executed and 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” shall
also include the terms of particular series of Securities established as
contemplated by Section 301.

     

    “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.

     

    “Investment
Company Act” means the Investment Company Act of 1940 and any statute successor
thereto, in each case as amended from time to time.

     

    “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 501(b).

     

    “Officers’
Certificate” means a certificate signed by the Chairman of the Board, a Vice
Chairman of the Board, the President or a Vice President, and by the Treasurer,
an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company,
and delivered to the Trustee. One of the officers signing an Officers’
Certificate given pursuant to Section 1004 shall be the principal
executive, financial or accounting officer of the Company.

     

    “Opinion
of Counsel” means a written opinion of counsel acceptable to the Trustee, who
may be counsel for the Company.

     

    “Original
Issue Discount Security” means any Security which provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502.

     

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

     

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

     

    (1) Securities
theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;

     

    (2) 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 that, if such
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee has
been made;

     

    (3) Securities
as to which Defeasance has been effected pursuant to Section 1302;
and

     

    (4) Securities
which have been paid pursuant to Section 306 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;

     

    provided, however, that in determining
whether the Holders of the requisite principal amount of the Outstanding
Securities have given, made or taken any request, demand, authorization,
direction, notice, consent, waiver or other action hereunder as of any date,
(A) the principal amount of an Original Issue Discount Security which shall
be deemed to be Outstanding shall be the amount of the principal thereof which
would be due and payable as of such date upon acceleration of the Maturity
thereof to such date pursuant to Section 502, (B) if, as of such date, the
principal amount payable at the Stated Maturity of a Security is not
determinable, the principal amount of such Security which shall be deemed to be
Outstanding shall be the amount as specified or determined as contemplated by
Section 301, (C) the principal amount of a Security denominated in one
or more foreign currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in
the manner provided as contemplated by Section 301, of the principal amount
of such Security (or, in the case of a Security described in Clause (A) or
(B) above, of the amount determined as provided in such Clause), and
(D) 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, waiver or other action, only
Securities which the Trustee knows to be so owned shall be so disregarded.
Securities so owned 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.

     

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

     

    “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 the
place or places where the principal of and any premium and interest on the
Securities of that series are payable as specified as contemplated by
Section 301.

     

    “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 306 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 301.

     

    “Responsible
Officer”, when used with respect to the Trustee, means any officer within the
corporate trust department of the Trustee, including any vice president,
assistant vice president, assistant secretary, assistant treasurer, trust
officer or any other officer of the Trustee who customarily performs functions
similar to those performed by the Persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred
because of such person's knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.

     

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

     

    “Securities
Act” means the Securities Act of 1933 and any statute successor thereto, in each
case as amended from time to time.

     

    “Security
Register” and “Security Registrar” have the respective meanings specified in
Section 305.

     

    “Senior
Indebtedness” means:

     

    (1) the
principal, premium, if any, and interest in respect of (A) indebtedness of the
Company for all borrowed and purchased money and (B) indebtedness evidenced by
securities, debentures, notes, bonds or other similar instruments issued by the
Company;

     

    (2) all
capital lease obligations of the Company;

     

    (3) all
obligations of the Company issued or assumed as the deferred purchase price of
property, all conditional sale obligations of the Company and all obligations of
the Company under any title retention agreement;

     

    (4) all
obligations of the Company for the reimbursement of any letter of credit, any
banker’s acceptance, any security purchase facility, any repurchase agreement or
similar arrangement, any interest rate swap, any other hedging arrangement, any
obligation under options or any similar credit or other
transaction;

     

    (5) all
obligations of the Company associated with derivative products such as interest
and foreign exchange rate contracts, commodity contracts, and similar
arrangements;

     

    (6) all
obligations of the type referred to in clauses (1) through (5) above of other
Persons for the payment of which the Company is responsible or liable as
obligor, guarantor or otherwise including, without limitation, similar
obligations arising from off-balance sheet guarantees and direct credit
substitutes; and

     

    (7) all
obligations of the type referred to in clauses (1) through (6) above of other
Persons secured by any lien on any property or asset of the Company (whether or
not such obligation is assumed by the Company), whether incurred on or prior to
the date of this Indenture or thereafter incurred.

     

    Notwithstanding
the foregoing, “Senior Indebtedness” shall not include

     

    (1) Securities
issued pursuant to this Indenture;

     

    (2) trade
accounts payable of the Company arising in the ordinary course of business (such
trade accounts payable being pari passu in right of
payment to the Securities);

     

    (3) any
indebtedness that by its terms is subordinated to, or ranks on an equal basis
with, the Securities, including CPB Capital Trust I’s TP Securities due April 7,
2033, CPB Capital Trust II’s TP Securities due October 7, 2033, CPB Statutory
Trust III’s Floating Rate Capital Securities due  December 17, 2033,
CPB Capital Trust IV’s TP Securities due December 15, 2034 and CPB Statutory
Trust V’s Floating Rate Capital Securities due December 15, 2034;
or

     

    (4) obligations
with respect to which (a) in the instrument creating or evidencing the same or
pursuant to which the same is outstanding, it is provided that such obligations
are pari passu, junior
or otherwise not superior in right of payment to the Securities and (b) the
Company, prior to the issuance thereof, has notified (and, if then required
under the applicable guidelines of the regulating entity, has received approval
from) the Federal Reserve (if the Company is a bank holding company) or the OTS
(if the Company is a savings and loan holding company).

     

    Senior
Indebtedness shall continue to be Senior Indebtedness and be entitled to the
subordination provisions irrespective of any amendment, modification or waiver
of any term of such Senior Indebtedness.

     

    “Special
Record Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 307.

     

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

     

    “Subsidiary”
means a corporation of which more than 50% of the outstanding voting stock is
owned, directly or indirectly, by the Company or by one or more other
Subsidiaries, or by the Company and one or more other Subsidiaries. For the
purposes of this definition, “voting stock” means stock which ordinarily has
voting power for the election of directors, whether at all times or only so long
as no senior class of stock has such voting power by reason of any
contingency.

     

    “Subsidiary
Bank” means any Subsidiary of the Company that (i) is a depository institution
and (ii) meets the definition of “significant subsidiary” within the meaning of
Rule 405 under the Securities Act.

     

    “Termination
Event” means (a) the promulgation of any rule or regulation or the issuance of
any interpretation of the Board of Governors of the Federal Reserve System (or
other Federal banking supervisor that shall at the time of determination be the
Company’s primary Federal banking supervisor) that (i) defines or describes the
terms “general creditor” or “general creditors” or “senior indebtedness” for
purposes of its criteria for the inclusion of subordinated debt of a bank
holding company (including a financial holding company, if applicable) in
capital, or otherwise defines or describes the obligations to which subordinated
debt of a bank holding company (including a financial holding company, if
applicable) must be subordinated for the debt to be included in capital, to
include no obligations other than those covered by the definition of Senior
Indebtedness without regard to any other obligations of the Company, (ii)
permits the Company to include the Securities in its capital if they were
subordinated in right of payment to the Senior Indebtedness without regard to
any other obligations of the Company, (iii) otherwise eliminates the requirement
that subordinated debt of a bank holding company (including a financial holding
company, if applicable) must be subordinated in right of payment to the claims
of its general creditors in order to be included in capital or (iv) causes the
Securities to be excluded from capital notwithstanding the provisions of this
Indenture referred to in Section 1416 or (b) any event that results in the
Company not being subject to capital requirements under the rules, regulations
or interpretations of the Board of Governors of the Federal Reserve System (or
other Federal banking supervisor).

     

    “Trust
Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as
of which this instrument was executed;  provided, however, that in
the event 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 the Trustee with respect to Securities of that
series.

     

    “U.S.
Government Obligation” has the meaning specified in
Section 1304.

     

    “Vice
President”, when used with respect to the Company or the Trustee, means any vice
president, whether or not designated by a number or a word or words added before
or after the title “vice president”.

     

    
      	
              SECTION
      102.  

            	
              Compliance
      Certificates and Opinions.

            


    

     

    Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee such
certificates and opinions as may be required under the Trust Indenture Act or
that the Trustee shall request. Each such certificate or opinion shall be given
in the form of an Officers’ Certificate, if to be given by an officer 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
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture 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
      103.  

            	
              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, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are
erroneous.

     

    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
      104.  

            	
              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, made or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed 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
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 601) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Section.

     

    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 of Securities shall be proved by the Security Register.

     

    Any
request, demand, authorization, direction, notice, consent, waiver or other Act
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.

     

    The
Company may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities of any series entitled to give, make or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders of Securities of such series, provided that the Company may
not set a record date for, and the provisions of this paragraph shall not apply
with respect to, the giving or making of any notice, declaration, request or
direction referred to in the next paragraph. If not set by the Company prior to
the first solicitation of a Holder made by any Person in respect of any such
matter referred to in the foregoing sentence, the record date for any such
matter shall be the 30th day (or, if later, the date of the most recent list of
Holders required to be provided pursuant to Section 701) prior to such first
solicitation. If any record date is set pursuant to this paragraph, the Holders
of Outstanding Securities of the relevant series on such record date, and no
other Holders, shall be entitled to take the relevant action, whether or not
such Holders remain Holders after such record date; provided that no such action
shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Company from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Company, at its own expense, shall cause notice
of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Trustee in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section
106.

     

    The
Trustee may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities of any series entitled to join in the giving
or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to
in Section 512, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such action
shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section
106.

     

    With
respect to any record date set pursuant to this Section, the party hereto which
sets such record dates may designate any day as the “Expiration Date” and from
time to time may change the Expiration Date to any earlier or later
day;  provided that no such change
shall be effective unless notice of the proposed new Expiration Date is given to
the other party hereto in writing, and to each Holder of Securities of the
relevant series in the manner set forth in Section 106, on or prior to the
existing Expiration Date. If an Expiration Date is not designated with respect
to any record date set pursuant to this Section, the party hereto which set such
record date shall be deemed to have initially designated the 180th day after
such record date as the Expiration Date with respect thereto, subject to its
right to change the Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Expiration Date shall be later than the 180th
day after the applicable record date.

     

    Without
limiting the foregoing, a Holder entitled hereunder to 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
part of such principal amount.

     

    
      	
              SECTION
      105.  

            	
              Notices,
      Etc., to Trustee and 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, given, furnished or filed in writing to or with the Trustee
at its Corporate Trust Office, 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 the address of
its principal office specified in the first paragraph of this instrument,
Attention: Chief Financial Officer, or at any other address previously furnished
in writing to the Trustee by the Company.

     

    The
Trustee agrees to accept and act upon instructions or directions pursuant to
this Indenture sent by unsecured e-mail, facsimile transmission or other similar
unsecured electronic methods; provided, however, that (a) the party
providing such written instructions, subsequent to such transmission of written
instructions, shall provide the originally executed instructions or directions
to the Trustee in a timely manner, and (b) such originally executed instructions
or directions shall be signed by an authorized representative of the party
providing such instructions or directions.  If the party elects to
give the Trustee e-mail or facsimile instructions (or instructions by a similar
electronic method) and the Trustee in its discretion elects to act upon such
instructions, the Trustee’s understanding of such instructions shall be deemed
controlling.  The Trustee shall not be liable for any losses, costs or
expenses arising directly or indirectly from the Trustee’s reliance upon and
compliance with such instructions notwithstanding such instructions conflict or
are inconsistent with a subsequent written instruction.  The party
providing electronic instructions agrees to assume all risks arising out of the
use of such electronic methods to submit instructions and directions to the
Trustee, including without limitation the risk of the Trustee acting on
unauthorized instructions, and the risk or interception and misuse by third
parties.

     

    
      	
              SECTION
      106.  

            	
              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, 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. 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.

     

    In case
by reason 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
      107.  

            	
              Waiver
      of Jury Trial.

            


    

     

    EACH OF
THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE
TRANSACTION CONTEMPLATED HEREBY.

     

    
      	
              SECTION
      108.  

            	
              Force
      Majeure.

            


    

     

    In no
event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly
or indirectly, forces beyond its control, including, without limitation,
strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, communications or computer (software and
hardware) services; it being understood that the Trustee shall use reasonable
efforts which are consistent with accepted practices in the banking industry to
resume performance as soon as practicable under the circumstances..

     

    
      	
              SECTION
      109.  

            	
              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 to be excluded, as the case may be

     

    
      	
              SECTION
      110.  

            	
              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
      111.  

            	
              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
      112.  

            	
              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
      113.  

            	
              Benefits
      of Indenture.

            


    

     

    Nothing
in this Indenture or in the Securities, express or implied, shall give to any
Person, other than (a) the parties hereto and their successors hereunder,
(b) the holders of Senior Indebtedness, (c) the Holders and
(d) subject to Section 907, the creditors in respect of General
Obligations, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

     

    
      	
              SECTION
      114.  

            	
              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
      115.  

            	
              Legal Holidays.

            


    

     

    In any
case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security 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 at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
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 after such Interest Payment Date, Redemption Date or
Stated Maturity, as the case may be, and up to and including such next
succeeding Business Day.

     

    ARTICLE
TWO

     

    Security
Forms

     

    
      	
              SECTION
      201.  

            	
              Forms Generally.

            


    

     

    The
Securities of each series and the Trustee’s Certificate of Authentication 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 the rules of any securities exchange or Depositary
therefor or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution thereof. 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
the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by
Section 303 for the authentication and delivery of such
Securities.

     

    The
definitive Securities shall be printed, lithographed or engraved or produced by
any combination of these methods on steel engraved borders or may be produced in
any other manner permitted by the rules of any securities exchange on which the
Securities may be listed, all as determined by the officers executing such
Securities, as evidenced by their execution of such Securities.

     

    
      	
              SECTION
      202.  

            	
              Form
      of Face of Security.

            


    

     

    THIS
SECURITY IS AN UNSECURED SUBORDINATED DEBT OBLIGATION OF CENTRAL PACIFIC
FINANCIAL CORP.  THIS SECURITY IS NOT A DEPOSIT OR SAVINGS ACCOUNT AND
IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

     

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

    CENTRAL
PACIFIC FINANCIAL CORP.

     

    Subordinated
Debt Securities

    
    

     

    
      	No.
      ......... 	
              $
      .........

            


    

     

    CENTRAL
PACIFIC FINANCIAL CORP., a corporation duly organized and existing under the
laws of the State of Hawaii (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 ...................................... Dollars on
.........................................................[if the Security is to bear interest
prior to Maturity, insert — , and to pay interest thereon from
.............. 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 — ,
provided that any principal and premium, and any such installment of
interest, which is overdue shall bear interest at the rate of ...% per annum (to
the extent that the payment of such interest shall be legally enforceable), from
the dates such amounts are due until they are paid or made available for
payment, and such interest shall be payable on demand].  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 will 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 whereof 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 on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture].

     

    [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 and any overdue premium shall bear interest at the rate of
[___]% per annum (to the extent that the payment of such interest shall be
legally enforceable), from the dates such amounts are due until they are paid or
made available for payment. Interest on any overdue principal or premium shall
be payable on demand.  [Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the rate
of [___]% per annum (to the extent that the payment of such interest on interest
shall be legally enforceable), from the date of such demand until the amount so
demanded is paid or made available for payment.  Interest on any
overdue interest shall be payable on demand.] ]

     

    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 [if applicable, insert —
; provided, however, that at the option
of the Company payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register].

     

    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.

     

    In
Witness Whereof, the Company has caused this instrument to be duly executed
under its corporate seal.

     

    Dated:

     

    CENTRAL
PACIFIC FINANCIAL CORP.

    


    By..................................................

    Attest:

    


    .........................................

    


    
      	
              SECTION
      203.  

            	
              Form
      of Reverse of Security.

            


    

     

    This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series under an
Indenture, dated as of [●] (herein called the “Indenture”, which term shall have
the meaning assigned to it in such instrument), between the Company and The Bank
of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee”,
which term includes any successor trustee under the Indenture), and reference is
hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee, the holders of Senior Indebtedness and the Holders of the Securities
and of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof
[if applicable, insert —,
limited in aggregate principal amount to $...........].

     

    [If applicable, insert —
The Securities of this series are subject to redemption upon not less than 30
days’ notice by mail, [if applicable, insert —
(1) on ........... in any year commencing with the year ...... and ending
with the year ...... 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 ..............., ...%, 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 days’ notice by mail, (1) on ............ in any year commencing
with the year .... and ending with the year .... 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 ............], 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,

     

    
      	
              
                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 —
Notwithstanding the foregoing, the Company may not, prior to .............,
redeem any Securities of this series as contemplated by [if applicable, insert —
Clause (2) of] the
preceding paragraph as a part of, or in anticipation of, any refunding operation
by the application, directly or indirectly, of moneys borrowed having an
interest cost to the Company (calculated in accordance with generally accepted
financial practice) of less than .....% per annum.]

     

    [If applicable, insert —
The sinking fund for this series provides for the redemption on ............ in
each year beginning with the year ....... and ending with the year ...... of
[if applicable, insert —
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, insert —
mandatory] sinking fund
payments may be credited against subsequent [if applicable, insert —
mandatory] sinking fund
payments otherwise required to be made [if applicable, insert —
, in the inverse order in which they become due].]

     

    [If the Security is subject to
redemption 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.]

     

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

     

    [If applicable, insert —
The Indenture contains provisions for defeasance at any time of [the entire indebtedness of
this Security] [or] [certain restrictive
covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain
conditions set forth in the Indenture.]

     

    [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 (i) of the amount of principal
so declared due and payable and (ii) of interest on any overdue principal,
premium and interest (in each case to the extent that the payment of such
interest shall be legally enforceable), all of the Company’s obligations in
respect of the payment of the principal of and premium and interest, if any, on
the Securities of this series shall terminate.]

     

    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 the
Holders of not less than a majority in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture 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 submitted a written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee indemnity satisfactory to the
Trustee, 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 alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of (and premium, if any) and interest on
this Security at the times, place and rate, and in the coin or currency, herein
prescribed.

     

    As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in any place where the principal of and any premium and interest
on this Security are payable, 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 $1,000 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 be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.

     

    This
Security shall be governed by and construed in accordance with the laws of the
State of New York, but without regard to principles of conflict of
laws.

     

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

     

    
      	
              SECTION
      204.  

            	
              Form
      of Legend for Global Securities.

            


    

     

    Unless
otherwise specified as contemplated by Section 301 for the Securities evidenced
thereby, 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 exchanged in whole or in part for a Security
registered, and no transfer of this Security in whole or in part may be
registered, in the name of any Person other than such Depositary or a nominee
thereof, except in the limited circumstances described in the
Indenture.

     

    
      	
              SECTION
      205.  

            	
              Form
      of Trustee’s Certificate of
Authentication.

            


    

     

    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.

     

    Dated:

     

    The Bank
of New York Mellon Trust Company, N.A.

    As
Trustee

    


    By..............................................

    Authorized
Officer

    


    ARTICLE
THREE

     

    The
Securities

     

    
      	
              SECTION
      301.  

            	
              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 303, set forth, or
determined in the manner provided, in an Officers’ Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series,

     

    (1) the 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 304, 305,
306, 906 or 1107 and except for any Securities which, pursuant to Section 303,
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 principal of any Securities of the series is
payable;

     

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

     

    (6) the place
or places where the principal of and any premium and interest on any Securities
of the series shall be payable;

     

    (7) the
period or periods within which, the price or prices at which and the terms and
conditions upon which any Securities of the series may be redeemed, in whole or
in part, at the option of the Company and, if other than by a Board Resolution,
the manner in which any election by the Company to redeem the Securities shall
be evidenced;

     

    (8) the
obligation, if any, of the Company to redeem or purchase any Securities of the
series pursuant to any sinking fund or analogous provisions or at the option of
the Holder thereof and the period or periods within which, the price or prices
at which and the terms and conditions upon which any Securities of the series
shall be redeemed or purchased, 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 any Securities of the series shall be
issuable;

     

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

     

    (11) if other
than the currency of the United States of America, the currency, currencies or
currency units in which the principal of or any premium or interest on any
Securities of the series shall be payable and the manner of determining the
equivalent thereof in the currency of the United States of America for any
purpose, including for purposes of the definition of “Outstanding” in
Section 101;

     

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

     

    (13) if other
than the entire principal amount thereof, the portion of the principal amount of
any Securities of the series which shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 502;

     

    (14) if the
principal amount payable at the Stated Maturity of any Securities of the series
will not be determinable as of any one or more dates prior to the Stated
Maturity, the amount which shall be deemed to be the principal amount of such
Securities as of any such date for any purpose thereunder or hereunder,
including the principal amount thereof which shall be due and payable upon any
Maturity other than the Stated Maturity or which shall be deemed to be
Outstanding as of any date prior to the Stated Maturity (or, in any such case,
the manner in which such amount deemed to be the principal amount shall be
determined);

     

    (15) if
applicable, that the Securities of the series, in whole or any specified part,
shall be defeasible pursuant to Section 1302 or Section 1303 or both such
Sections and, if other than by a Board Resolution, the manner in which any
election by the Company to defease such Securities shall be
evidenced;

     

    (16) if
applicable, that any Securities of the series shall be issuable in whole or in
part in the form of one or more Global Securities and, in such case, the
respective Depositaries for such Global Securities, the form of any legend or
legends which shall be borne by any such Global Security in addition to or in
lieu of that set forth in Section 204 and any circumstances in addition to or in
lieu of those set forth in Clause (2) of the last paragraph of Section 305
in which any such Global Security may be exchanged in whole or in part for
Securities registered, and any transfer of such Global Security in whole or in
part may be registered, in the name or names of Persons other than the
Depositary for such Global Security or a nominee thereof;

     

    (17) any
addition to or change in the Events of Default which applies to any Securities
of the series and any change in the right of the Trustee or the requisite
Holders of such Securities to declare the principal amount thereof due and
payable pursuant to Section 502;

     

    (18) any
addition to or change in the covenants set forth in Article Ten which applies to
Securities of the series; and

     

    (19) any other
terms of the series (which terms shall not be inconsistent with the provisions
of this Indenture, except as permitted by Section 901(5)).

     

    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 referred to above and (subject to Section 303) set forth, or
determined in the manner provided, in the Officers’ Certificate referred to
above or in any such indenture supplemental hereto.

     

    If any of
the terms of the series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by
the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Officers’ Certificate setting forth
the terms of the series.

     

    The
Securities shall be subordinated in right of payment to Senior Indebtedness as
provided in Article Fourteen.

     

    
      	
              SECTION
      302.  

            	
              Denominations.

            


    

     

    The
Securities of each series shall be issuable in such denominations as shall be
specified as contemplated by Section 301. In the absence of any such
specified denomination with respect to the Securities of any series, the
Securities of such series shall be issuable only in registered form without
coupons and in denominations of $1,000 and any integral multiple
thereof.

     

    
      	
              SECTION
      303.  

            	
              Execution,
      Authentication, Delivery and
Dating.

            


    

     

    The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its Vice Chairman of the Board, its President or one of its Vice
Presidents, and attested by its Secretary or one of its Assistant Secretaries.
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. If the form or terms of
the Securities of the series have been established by or pursuant to one or more
Board Resolutions as permitted by Sections 201 and 301, in authenticating
such Securities, and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to
receive, and (subject to Section 601) shall be fully protected in relying
upon:

     

    (1) A copy of
the resolution or resolutions of the Board of Directors in or pursuant to which
the terms and form of the Securities were established, certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect as of the date of such
certificate, and if the terms and form of such Securities are established by an
Officers' Certificate pursuant to general authorization of the Board of
Directors, such Officers' Certificate;

     

    (2) an
executed supplemental indenture, if any;

     

    (3) an
Officers' Certificate delivered in accordance with Section 102; and

     

    (4) an
Opinion of Counsel stating,

     

    (A) if the
form of such Securities has been established by or pursuant to Board Resolution
as permitted by Section 201, that such form has been established in conformity
with the provisions of this Indenture;

     

    (B) if the
terms of such Securities have been established by or pursuant to Board
Resolution as permitted by Section 301, that such terms have been established in
conformity with the provisions of this Indenture;

     

    (C) 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, 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;

     

    (D) that all
laws and requirements in respect of the execution and delivery by the Company of
such Securities have been complied with; and

     

    (E) all
conditions precedent with respect to the issuance and establishment of such
Securities have been complied with.

     

    If such
form 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.

     

    Notwithstanding
the provisions of Section 301 and of the preceding paragraph, if all
Securities of a series are not to be originally issued at one time, it shall not
be necessary to deliver the Officers’ Certificate otherwise required pursuant to
Section 301 or the Company Order and Opinion of Counsel otherwise required
pursuant to such preceding paragraph at or prior to the authentication of each
Security of such series if such documents are delivered at or prior to the
authentication upon original issuance of the first Security of such series to be
issued.

     

    Each
Security shall be dated the date of its authentication.

     

    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, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder. 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 309, 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
      304.  

            	
              Temporary
      Securities.

            


    

     

    Pending
the preparation of definitive Securities of any series, the Company may execute,
and upon 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 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 in a Place of Payment for that 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 like tenor and aggregate principal amount.
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
      305.  

            	
              Registration,
      Registration of Transfer and
Exchange.

            


    

     

    The
Company shall cause to be kept at the principal office of the Authenticating
Agent a register (the register maintained in such office and in any other office
or agency of the Company in a Place of Payment being herein sometimes
collectively 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 Authenticating
Agent is hereby appointed “Security Registrar” for the purpose of registering
Securities and transfers of Securities as herein provided.

     

    Upon
surrender for registration of transfer of any Security of a series at the office
or agency of the Company in a Place of Payment for that series, 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 tenor and aggregate
principal amount.

     

    At the
option of the Holder, and subject to the other provisions of this
Section 305, Securities of any series may be exchanged for other Securities
of the same series, of any authorized denominations and of a like tenor and
aggregate principal amount, 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 304, 906 or 1107 not involving any transfer.

     

    If the
Securities of any series (or of any series and specified tenor) are to be
redeemed in part, the Company shall not be required (A) to issue, register
the transfer of or exchange any Securities of that series (or of that series and
specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
any such Securities selected for redemption under Section 1103 and ending at the
close of business on the day of such mailing, or (B) 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.

     

    The
provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global
Securities:

     

    (1) Each
Global Security authenticated under this Indenture shall be registered in the
name of the Depositary designated for such Global Security or a nominee thereof
and delivered to such Depositary or a nominee thereof or custodian therefor, and
each such Global Security shall constitute a single Security for all purposes of
this Indenture.

     

    (2) Notwithstanding
any other provision in this Indenture, no Global Security may be exchanged in
whole or in part for Securities registered, and no transfer of a Global Security
in whole or in part may be registered, in the name of any Person other than the
Depositary for such Global Security or a nominee thereof unless (A) such
Depositary (i) has notified the Company that it is unwilling or unable to
continue as Depositary for such Global Security or (ii) has ceased to be a
clearing agency registered under the Exchange Act, (B) there shall have
occurred and be continuing an Event of Default with respect to such Global
Security or (C) there shall exist such circumstances, if any, in addition to or
in lieu of the foregoing as have been specified for this purpose as contemplated
by Section 301.

     

    (3) Subject
to Clause (2) above, any exchange of a Global Security for other Securities may
be made in whole or in part, and all Securities issued in exchange for a Global
Security or any portion thereof shall be registered in such names as the
Depositary for such Global Security shall direct.

     

    (4) Every
Security authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a Global Security or any portion thereof, whether
pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall
be authenticated and delivered in the form of, and shall be, a Global Security,
unless such Security is registered in the name of a Person other than the
Depositary for such Global Security or a nominee thereof.

     

    
      	
              SECTION
      306.  

            	
              Mutilated,
      Destroyed, Lost and Stolen
Securities.

            


    

     

    If any
mutilated Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and 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 (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and
(ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and 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.

     

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

     

    Upon the
issuance of any new Security under this Section, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee) connected therewith.

     

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

     

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

     

    
      	
              SECTION
      307.  

            	
              Payment
      of Interest; Interest Rights
Preserved.

            


    

     

    Except as
otherwise provided as contemplated by Section 301 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 on which the Securities may be listed, 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, 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.

     

    
      	
              SECTION
      308.  

            	
              Persons
      Deemed Owners.

            


    

     

    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 as the owner of such Security for the
purpose of receiving payment of principal of (and premium, if any) and (subject
to Section 307) any interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

     

    None of
the Company, the Trustee or any agent of the Company or the Trustee shall have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Security in
global form, or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests.  Notwithstanding the
foregoing, with respect to any Security in global form, nothing herein shall
prevent the Company or Trustee, or any agent of the Company or the Trustee, from
giving effect to any written certification, proxy or other authorization
furnished by a Depositary (or its nominee), as a Holder, with respect to such
Security in global form or impair, as between such Depositary and owners of
beneficial interests in such Security in global form, the operation of customary
practices governing the exercise of the rights of such Depositary (or its
nominee) as Holder of such Security in global form.

     

    
      	
              SECTION
      309.  

            	
              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 cancelled 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
cancelled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section, except as
expressly permitted by this Indenture. All cancelled Securities held by the
Trustee shall be disposed of as directed by a Company Order.

     

    
      	
              SECTION
      310.  

            	
              Computation
      of Interest.

            


    

     

    Except as
otherwise specified as contemplated by Section 301 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.

     

    
      	
              SECTION
      311.  

            	
              CUSIP
      Numbers.

            


    

     

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

     

    ARTICLE
FOUR

     

    Satisfaction
and Discharge

     

    
      	
              SECTION
      401.  

            	
              Satisfaction
      and Discharge of Indenture.

            


    

     

    This
Indenture shall upon Company Request cease to be of further effect (except as to
any terms which survive by their terms including, without limitation, any
indemnity and any surviving rights of registration of transfer or exchange of
Securities), and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture,
when

     

    (1) either

     

    (A) all
Securities theretofore authenticated and delivered (other than
(i) Securities which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 306 and (ii) 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 1003) 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, or

     

    (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 deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose money in an
amount sufficient to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal (and premium, if any) 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;

     

    (2) the
Company has paid or caused to be paid all other sums payable hereunder by the
Company; 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 have been complied
with.

     

    Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee under Section 607, the obligations of the Trustee to any
Authenticating Agent under Section 614 and, if money shall have been
deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

     

    
      	
              SECTION
      402.  

            	
              Application
      of Trust Money.

            


    

     

    Subject
to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 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 premium, if
any) and interest for whose payment such money has been deposited with the
Trustee.

     

    ARTICLE
FIVE

     

    Remedies

     

    
      	
              SECTION
      501.  

            	
              Events
      of Default.

            


    

     

    (a)           “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) the entry
by a court having jurisdiction in the premises of (A) a decree or order for
relief in respect of the Company in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or (B) a decree or order adjudging the Company bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company under any
applicable Federal or State law, or appointing a receiver or other similar
official of the Company or of any substantial part of its property, or ordering
the winding up or liquidation of its affairs, and the continuance of any such
decree or order for relief or any such other decree or order unstayed and in
effect for a period of 60 consecutive days; or

     

    (2) the
commencement by the Company of a voluntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or of any other case or proceeding to be adjudicated bankrupt or
insolvent, or the consent by it to the entry of a decree or order for relief in
respect of the Company in an involuntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other similar law or
to the commencement of any bankruptcy or insolvency case or proceeding against
it, or the filing by it of a petition or answer or consent seeking
reorganization relief under any applicable Federal or State law, or the consent
by it to the filing of such petition or to the appointment of or taking
possession by a receiver or similar official of the Company or of any
substantial part of its property or the taking of corporate action by the
Company in furtherance of any such action; or

     

    (3) (A) the
appointment by a competent government agency having primary regulatory authority
over any Subsidiary Bank under any applicable Federal or State banking,
insolvency or similar law now or hereafter in effect of a receiver, conservator
or other similar official of any such Subsidiary Bank or of any substantial part
of such entity’s property or (B) the entry of a decree or order in any case or
proceeding under any applicable Federal or State banking, insolvency or other
similar law now or hereafter in effect adjudging any Subsidiary Bank insolvent
or bankrupt, or appointing any receiver, conservator or other similar official
of any Subsidiary Bank or of any substantial part of such entity’s property, or
ordering the winding up or liquidation of such entity’s affairs; or

     

    (4) (A) the
filing by any Subsidiary Bank with any competent government agency having
primary regulatory authority over any such Subsidiary Bank of a notice of
voluntary liquidation or other similar action under any applicable Federal or
State banking, insolvency or other similar law now or hereafter in effect or (B)
the commencement by any Subsidiary Bank of any case or proceeding under any
applicable Federal or State banking, insolvency or other similar law now or
hereafter in effect to be adjudicated insolvent or bankrupt or seeking the
appointment of a receiver, conservator or other similar official of any such
Subsidiary Bank or of any substantial part of such entity’s property or the
consent by any Subsidiary Bank to the entry of a decree or order in any case or
proceeding under the Federal or State banking, insolvency or other similar laws
adjudging any such Subsidiary Bank insolvent or bankrupt, or appointing any
receiver, conservator or other similar official of any Subsidiary Bank or of any
substantial part of such entity’s property, or ordering the winding up or
liquidation of their respective affairs, or the taking of any corporate action
by any such Subsidiary Bank in furtherance of such action.

     

    (b)           “Default”,
wherever used herein, means any one of the following events (whatever the reason
for such 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 or any administrative or governmental
body):

     

    (i) an Event
of Default specified in Section 501(a); or

     

    (ii) 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;
or

     

    (iii) default
in the payment of the principal of any Security of that series at its Maturity;
or

     

    (iv) default
in the deposit of any sinking fund payment, when and as due by the terms of a
Security of that series; or

     

    (v) default
in the performance, or breach of any covenant or warranty of the Company in this
Indenture (other than a 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 the
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

     

    (vi) any other
Default provided with respect to Securities of that series.

     

    
      	
              SECTION
      502.  

            	
              Acceleration
      of Maturity; Rescission and
Annulment.

            


    

     

    If an
Event of Default occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount of all the Securities
of that series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) 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 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,
the Holders of a majority in principal amount of the Outstanding Securities of
that series, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if

     

    (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,

     

    (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 513.

     

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

     

    
      	
              SECTION
      503.  

            	
              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,
or

     

    (2) default
is made in the payment of the principal of (or premium, if any, on) any Security
at the Maturity thereof,

     

    the
Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and 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 Security and collect the monies 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 Security, wherever
situated.

     

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

     

    
      	
              SECTION
      504.  

            	
              Trustee
      May File Proofs of Claim.

            


    

     

    In case
of any judicial proceeding relative to the Company (or any other obligor upon
the Securities), its property or its 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
the 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 the Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

     

    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 the 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
      505.  

            	
              Trustee
      May Enforce Claims Without Possession of
  Securities.

            


    

     

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

     

    
      	
              SECTION
      506.  

            	
              Application
      of Money Collected.

            


    

     

    Subject
to Article Fourteen, any money collected by the Trustee pursuant to this Article
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal
or 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:

     

    FIRST:  To
the payment of all amounts due the Trustee under Section 607;

     

    SECOND:  To
the payment of the amounts then due and unpaid for principal of (and premium, if
any) 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:  Any
remainder to the Company.

     

    
      	
              SECTION
      507.  

            	
              Limitation
      on Suits.

            


    

     

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

     

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

     

    (2) the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series shall have submitted a written request to the Trustee to
institute proceedings in respect of such Default in its own name as Trustee
hereunder;

     

    (3) such
Holder or Holders have offered to the Trustee indemnity satisfactory to the
Trustee 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 of
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 the Holders of a majority in principal amount of
the Outstanding Securities of that series;

     

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

     

    
      	
              SECTION
      508.  

            	
              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 premium, if any) and (subject to Section 307) interest on such
Security on the respective Stated Maturities expressed in such Security (or, in
the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.

     

    
      	
              SECTION
      509.  

            	
              Restoration
      of Rights and Remedies.

            


    

     

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

     

    
      	
              SECTION
      510.  

            	
              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 306, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

     

    
      	
              SECTION
      511.  

            	
              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 Default shall impair any such right or remedy
or constitute a waiver of any such 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
      512.  

            	
              Control
      by Holders.

            


    

     

    The
Holders of a majority in principal amount of the Outstanding Securities of any
series shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, with respect to the Securities of such
series, provided
that

     

    (1) such
direction shall not be in conflict with any rule of law or with this Indenture
or expose the Trustee to personal liability, and

     

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

     

    
      	
              SECTION
      513.  

            	
              Waiver
      of Past Defaults.

            


    

     

    The
Holders of not less than a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all the Securities of
such series waive any past default hereunder with respect to such series and its
consequences, except a default

     

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

     

    (2) in
respect of a covenant or provision hereof which under Article Nine  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 or
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; provided
that no such waiver shall extend to any subsequent or other default or
impair any right consequent thereon.

     

    
      	
              SECTION
      514.  

            	
              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, including
reasonable attorney’s fees and expenses, against any such party litigant in the
suit, having due regard to the merits and good faith of the claims or defenses
made by the party litigant.  This Section 514 does not apply to a suit
by the Trustee, a suit by a Holder pursuant to Section 508 hereof, or a suit by
Holders of more than 10% in principal amount of the then Outstanding
Securities.

     

    
      	
              SECTION
      515.  

            	
              Waiver
      of Usury, Stay or Extension Laws.

            


    

     

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

     

    ARTICLE
SIX

     

    The
Trustee

     

    
      	
              SECTION
      601.  

            	
              Certain
      Duties and Responsibilities.

            


    

     

    Except as
otherwise provided, the duties and responsibilities of the Trustee shall be as
provided by the Trust Indenture Act.  Notwith­standing the
foregoing, 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.

     

    The
Trustee shall, prior to the occurrence of a Default or Event of Default of which
the Trustee is deemed to have knowledge, and after the curing of all Defaults or
Events of Default which may have occurred, (1) perform such duties and only such
duties as are specifically set forth in this Indenture, and no implied covenants
or obligations shall be read into this Indenture or any other related document
against the Trustee, and (2) in the absence of bad faith or gross negligence on
its part, may 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 and conforming to the requirements of this Indenture;
but in the case of any such certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee
shall be under a duty to examine the same to determine whether or not they
conform to the requirements of this Indenture (but need not confirm or
investigate the accuracy of mathematical calculations or other facts stated
therein).  The right of the Trustee to perform any discretionary act
enumerated or contemplated in this Indenture or other related documents shall
not be construed as a duty.

     

    The
Trustee shall, during the existence of any Default or Event of Default which it
is deemed to have knowledge of and which has not been cured, exercise such of
the rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of the prudent person’s own
affairs.

     

    The
Trustee shall not be liable for any error of judgment made in good faith by any
Responsible Officer of the Trustee unless the Trustee was negligent in
ascertaining the pertinent facts.  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 of a majority in aggregate
principal amount of the Outstanding Securities of the affected series relating
to the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or the exercise of any trust or power conferred upon
the Trustee, under this Indenture. Notwithstanding the foregoing, no provision
of this Indenture shall be construed to relieve the Trustee from liability for
its own negligent action, its own negligent failure to act, or its own willful
misconduct.

     

    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.

     

    
      	
              SECTION
      602.  

            	
              Notice
      of Defaults.

            


    

     

    The
Trustee shall give the Holders notice of any default hereunder as and to the
extent provided by the Trust Indenture Act; provided, however, that in
the case of any default of the character specified in Section 501(b)(ii) and
Section 501(b)(v), no such notice to Holders shall be given until at least
30 days or 90 days, respectively, after the occurrence
thereof.  For the purpose of this Section, the term “default” means
any event which is, or after notice or lapse of time or both would become, a
Default.

     

    The
Trustee shall not be charged with knowledge of any Default or Event of Default
under this Indenture or related documents unless (i) a Responsible Officer of
the Trustee shall have actual knowledge of such Default or Event of Default or
(ii) the Trustee shall have received notice in writing of such Default or Event
of Default by the Company or by the Holders of at least 25% in aggregate
principal amount of the Securities then Outstanding of the affected series, and
such notice is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Securities and this
Indenture.

     

    
      	
              SECTION
      603.  

            	
              Certain
      Rights of Trustee.

            


    

     

    Subject
to the provisions of Section 601:

     

    (1) the
Trustee may conclusively rely 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 or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order, and any resolution of the Board
of Directors may 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 request and, in the absence of bad faith on its part,
conclusively rely upon an Officers’ Certificate;

     

    (4) the
Trustee may consult with counsel of its selection and the written 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 the Trustee against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction;

     

    (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; provided that the Trustee, in
its discretion, may 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, and
shall incur no liability or additional liability of any kind by reason of such
inquiry or investigation;

     

    (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 shall not be liable for any action taken, suffered, or omitted to be
taken by it in good faith and reasonably believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this
Indenture;

     

    (9) other
than in event of fraud, in no event shall the Trustee be responsible or liable
for special, indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the
Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action;

     

    (10)  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;
and

     

    (11) the
Trustee may request that the Company deliver a certificate setting forth the
names of individuals and/or titles of officers authorized at such time to take
specified actions pursuant to this Indenture.

     

    
      	
              SECTION
      604.  

            	
              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 neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the validity,
sufficiency or priority 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
      605.  

            	
              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 608 and 613,
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
      606.  

            	
              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 except as otherwise agreed
with the Company.

     

    
      	
              SECTION
      607.  

            	
              Compensation
      and Reimbursement.

            


    

     

    The
Company agrees

     

    (1) to pay to
the Trustee from time to time reasonable compensation for all services rendered
by it hereunder (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 willful
misconduct;

     

    (3) to
indemnify the Trustee for, and to hold it harmless against, any loss, liability
or expense incurred without negligence or willful misconduct 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; and

     

    (4) whether
or not herein expressly provided, every provision of this Indenture and of other
related documents relating to the rights, privileges, protections, immunities
and benefits given to the Trustee hereunder, including without limitation its
right to be indemnified, shall (a) be subject to this Article, (b) apply to and
be enforceable by, the Trustee in each of its capacities hereunder, including
without limitation its capacity as Paying Agent and Security Registrar and (c)
extend to directors, officers and employees of the Trustee.

     

    When the
Trustee incurs expenses or renders services in connection with an Event of
Default, the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable Federal or state bankruptcy,
insolvency or other similar law.

     

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

     

    
      	
              SECTION
      608.  

            	
              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.  To the extent permitted
by such Act, the Trustee shall not be deemed to have a conflicting interest by
virtue of being a trustee under this Indenture with respect to Securities of
more than one series or a trustee under other indentures or guarantee agreements
of the Company.

     

    
      	
              SECTION
      609.  

            	
              Corporate
      Trustee Required; Eligibility.

            


    

     

    There
shall at all times be a Trustee hereunder with respect to the Securities of each
series, which may be Trustee hereunder for Securities of one or more other
series.  Each Trustee shall be a Person that is eligible pursuant to
the Trust Indenture Act to act as such and has (or in the case of a corporation
included in a bank holding company system, the related holding company has) a
combined capi­tal and surplus of at least $50,000,000 and a corporate trust
office in either the Borough of Manhattan, City of New York or Los Angeles,
California.  If any such Person publishes reports of condition at
least annually, pursuant to law or to the requirements of its said supervising
or examining authority, then for the purposes of this Section and to the extent
permitted by the Trust Indenture Act, 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 with respect to the Securities of any series 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
      610.  

            	
              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 611.

     

    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 611 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction, at the expense of the Company, 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 at any
time:

     

    (1) the
Trustee shall fail to comply with Section 608 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 609 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 by a Board Resolution may remove the Trustee
with respect to all Securities, or (B) subject to Section 514, 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.

     

    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 and shall comply with the applicable requirements of
Section 611. 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 the 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 611, 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 the Holders and accepted appointment in the manner
required by Section 611, 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 106. 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
      611.  

            	
              Acceptance
      of Appointment by Successor.

            


    

     

    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; provided that, on request of
the Company or the successor Trustee, such retiring Trustee shall, upon payment
of its charges, 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.

     

    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 (1) 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, (2) 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 (3) 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 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; provided that, on request of
the Company or any successor Trustee, such retiring Trustee shall 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.

     

    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 the first or
second preceding paragraph, as the case may be.

     

    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
      612.  

            	
              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, by sale or otherwise, 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
      613.  

            	
              Preferential
      Collection of Claims Against
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).

     

    
      	
              SECTION
      614.  

            	
              Appointment
      of Authenticating Agent.

            


    

     

    The
Trustee 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 and
upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 306, 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 the corporate agency
or corporate trust business of an Authenticating Agent, by sale or otherwise,
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 the 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 and shall give notice of such
appointment in the manner provided in Section 106 to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve. 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.

     

    The
Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section, and the Trustee shall be
entitled to be reimbursed for such payments, subject to the provisions of
Section 607.

     

    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.

     

    Dated:

     

    The Bank
of New York Mellon Trust Company, N.A.

    


    As
Trustee

    


    By...................................................

    Authorized
Officer

    


    ARTICLE
SEVEN

     

    Holders’
Lists and Reports by Trustee and Company

     

    
      	
              SECTION
      701.  

            	
              Company
      to Furnish Trustee Names and Addresses of
  Holders.

            


    

     

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

     

    (1) not more
than 15 days after each Regular Record Date, a list, in such form as the Trustee
may reasonably require, of the names and addresses of the Holders of Securities
of each series as of such 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;

     

    excluding from any such list
names and addresses received by the Trustee in the capacity as Security
Registrar, to the extent the Trustee is duly appointed to act as
such.

     

    
      	
              SECTION
      702.  

            	
              Preservation
      of Information; Communications to
Holders.

            


    

     

    The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Trustee as provided in Section 701 and the names and addresses of
Holders received by the Trustee in its capacity as Security Registrar. The
Trustee may destroy any list furnished to it as provided in Section 701
upon receipt of a new list so furnished.

     

    The
rights of 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 names and addresses of Holders made pursuant to the Trust Indenture
Act.

     

    
      	
              SECTION
      703.  

            	
              Reports
      by Trustee.

            


    

     

    The
Trustee shall transmit to Holders such reports concerning the Trustee and its
actions under this Indenture as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant thereto.

     

    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 promptly notify the
Trustee when any Securities are listed or delisted on any stock
exchange.

     

    
      	
              SECTION
      704.  

            	
              Reports
      by 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 such Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.

     

    Delivery
of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee's receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company's compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officers' Certificates).

     

    ARTICLE
EIGHT

     

    Consolidation,
Merger, Conveyance, Transfer or Lease

     

    
      	
              SECTION
      801.  

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

     

    (1) in case
the Company shall consolidate with or merge into another Person or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, 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, limited liability company 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 premium,
if any) and interest on all of the Securities and the performance or observance
of every 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 any 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 or Default, and no event which,
after notice or lapse of time or both, would become an Event of Default or
Default, shall have happened and be continuing; and

     

    (3) 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, if a supplemental indenture is required in connection with such
transaction, such supplemental indenture comply with this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied with.

     

    
      	
              SECTION
      802.  

            	
              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 801, 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.

     

    ARTICLE
NINE

     

    Supplemental
Indentures

     

    
      	
              SECTION
      901.  

            	
              Supplemental
      Indentures Without Consent of
Holders.

            


    

     

    Without
the consent of any Holders, the Company, when authorized by a Board Resolution,
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 in accordance with
Section 801 and the assumption by any such successor of the covenants of the
Company herein and in the Securities; or

     

    (2) to add to
the covenants of the Company for the benefit of the Holders of all or any series
of Securities (and if such covenants are to be for the benefit of less than all
series of Securities, stating that such covenants are expressly being included
solely for the benefit of such series) or to surrender any right or power herein
conferred upon the Company; or

     

    (3) to add
any additional Defaults or Events of Default for the benefit of the Holders of
all or any series of Securities (and if such additional Defaults or Events of
Default are to be for the benefit of less than all series of Securities, stating
that such additional Defaults or Events of Default are expressly being included
solely for the benefit of such series); or

     

    (4) to add to
or change any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the issuance of Securities in bearer form,
registrable or not registrable as to principal, and with or without interest
coupons, or to permit or facilitate the issuance of Securities in uncertificated
form; or

     

    (5) to add
to, change or eliminate any of the provisions of this Indenture in respect of
one or more series of Securities, provided that any such
addition, change or elimination (A) shall neither (i) apply to any
Security of any series created prior to the execution of such supplemental
indenture and entitled to the benefit of such provision nor (ii) modify the
rights of the Holder of any such Security with respect to such provision or
(B) shall become effective only when there is no such Security Outstanding;
or

     

    (6) to secure
the Securities; or

     

    (7) to
establish the form or terms of Securities of any series as permitted by
Sections 201 and 301; or

     

    (8) to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 611; or

     

    (9) to cure
any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture,
provided that such
action pursuant to this Clause (9) shall not adversely affect the interests
of the Holders of Securities of any series in any material respect.

     

    
      	
              SECTION
      902.  

            	
              Supplemental
      Indentures With Consent of Holders.

            


    

     

    With the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture,
by Act of said Holders delivered to the Company and the Trustee, the Company,
when authorized by a Board Resolution, 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 of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no
such supplemental indenture shall, 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 on, any Security, or reduce the principal amount thereof or the rate of
interest thereon (or premium, if any) payable upon the redemption thereof, or
reduce the amount of the principal of an Original Issue Discount Security or any
other Security which would be due and payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 502, or change any Place of
Payment where, or the coin or currency in which, any Security or any premium or
interest thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof (or, in
the case of redemption, on or after the Redemption Date), or

     

    (2) reduce
the percentage in principal amount of the Outstanding Securities of any series,
the consent of whose Holders is required for any such supplemental indenture, or
the consent of whose Holders is required for any waiver (of compliance with
certain provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture, or

     

    (3) modify
any of the provisions of this Section, Section 513 or Section 1008,
except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of
the Holder of each Outstanding Security affected thereby; provided, however, that this
clause shall not be deemed to require the consent of any Holder with respect to
changes in the references to “the Trustee” and concomitant changes in this
Section and Section 1008, or the deletion of this proviso, in accordance
with the requirements of Sections 611 and 901(8).

     

    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
      903.  

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

     

    
      	
              SECTION
      904.  

            	
              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
      905.  

            	
              Conformity
      with Trust Indenture Act.

            


    

     

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

     

    
      	
              SECTION
      906.  

            	
              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.

     

    
      	
              SECTION
      907.  

            	
               Subordination
      Impaired.

            


    

     

    No
provision in any supplemental indenture that affects the superior position of
the holders of Senior Indebtedness shall be effective against any holder of
Senior Indebtedness, unless such holder shall have consented
thereto.

     

    ARTICLE
TEN

     

    Covenants

     

    
      	
              SECTION
      1001.  

            	
              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 premium, if any) and
interest on the Securities of that series in accordance with the terms of the
Securities and this Indenture.

     

    
      	
              SECTION
      1002.  

            	
              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.

     

    
      	
              SECTION
      1003.  

            	
              Money
      for Securities Payments to Be Held in
Trust.

            


    

     

    If the
Company shall at any time act as its own Paying Agent with respect to any series
of Securities, it will, on or before each due date of the principal of (and
premium, if any) 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 premium, if any) or 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.

     

    Whenever
the Company shall have one or more Paying Agents for any series of Securities,
it will, prior to each due date of the principal of (and premium, if any) 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 (i) comply with the provisions of the Trust
Indenture Act applicable to it as a Paying Agent and (ii) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, 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, or then held by the Company, in
trust for the payment of the principal of (and premium, if any) or interest on
any Security of that series and remaining unclaimed for two years after such
principal (and premium, if any) or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company 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 repayment, may at the expense of the Company cause to be published
once, in a newspaper published in the English language, customarily published on
each Business Day and of general circulation in the Borough of Manhattan, City
of New York, 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
repaid to the Company.

     

    
      	
              SECTION
      1004.  

            	
              Statement
      by Officers as to Default.

            


    

     

    The
Company shall deliver to the Trustee, as soon as possible and in any event
within five Business Days after the Company becomes aware of the occurrence of
any Event of Default or an event which, with notice or the lapse of time or
both, would constitute an Event of Default, an Officers' Certificate setting
forth the details of such Event of Default or default and the action which the
Company proposes to take with respect thereto.

     

    
      	
              SECTION
      1005.  

            	
              Existence.

            


    

     

    Subject
to Article Eight, the Company will do or cause to be done all things necessary
to preserve and keep in full force and effect its existence, rights (charter and
statutory), as applicable, and franchises, and the existence, rights (charter
and statutory) and franchises of any Subsidiary Bank; provided, however, that the
Company shall not be required to preserve any such right or franchise if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the
Holders.

     

    
      	
              SECTION
      1006.  

            	
              Company
      Statement as to Compliance.

            


    

     

    The
Company will deliver to the Trustee, within 120 days after the end of each
fiscal year, a written statement, which need not comply with Section 102, signed
by the Chairman of the Board, a Vice Chairman, the President or a Vice President
and by the Treasurer or an Assistant Treasurer of the Company, stating, as to
each signer thereof, that

     

    (1) a review
of the activities of the Company during such year and of performance under this
Indenture has been made under his supervision, and

     

    (2) to the
best of his knowledge, based on such review, (a) the Company has fulfilled all
its obligations under this Indenture throughout such year, or, if there has been
a default in the fulfillment of any such obligation, specifying each such
default known to him and the nature and status thereof, and (b) no event has
occurred and is continuing which is, or after notice or lapse of time or both
would become, an Event of Default under Section 501, or a Default under Section
501 or, if such event has occurred and is continuing, specifying such event
known to him and the nature and status thereof.

     

    
      	
              SECTION
      1007.  

            	
              Payment
      of Taxes and Other Claims.

            


    

     

    The
Company will pay or discharge or cause to be paid or discharged, before the same
shall become delinquent, (1) all taxes, assessments and governmental
charges levied or imposed upon the Company or any Subsidiary or upon the income,
profits or property of the Company or any Subsidiary, and (2) all lawful
claims for labor, materials and supplies which, if unpaid, might by law become a
lien upon the property of the Company or any Subsidiary; provided, however, that the
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate
proceedings.

     

    
      	
              SECTION
      1008.  

            	
              Waiver
      of Certain Covenants.

            


    

     

    Except as
otherwise specified as contemplated by Section 301 for Securities of such
series, the Company, with respect to the Securities of any series, may omit in
any particular instance to comply with any term, provision or condition set
forth in any covenant provided pursuant to Section 301(18), 901(2) or 901(7) for
the benefit of the Holders of such series or in any of Sections 1005 to
1007, inclusive, if before the time for such compliance the Holders of at least
a majority in principal amount of the Outstanding Securities of such series
shall, by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition, provided that 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.

     

    
      	
              SECTION
      1009.  

            	
              Calculation
      of Original Issue Discount.

            


    

     

    If any
Original Issue Discount Securities are outstanding, the Company shall file with
the Trustee promptly at the end of each calendar year (i) a written notice
specifying the amount of original issue discount (including daily rates and
accrual periods) accrued on Outstanding Securities as of the end of such year
and (ii) such other specific information relating to such original issue
discount as may then be relevant under the Internal Revenue Code of 1986, as
amended from time to time.

     

    ARTICLE
ELEVEN

     

    Redemption
of Securities

     

    
      	
              SECTION
      1101.  

            	
              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 301 for such Securities) in accordance with this
Article.

     

    
      	
              SECTION
      1102.  

            	
              Election
      to Redeem; Notice to Trustee.

            


    

     

    The
election of the Company to redeem any Securities shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 301
for such Securities. In case of any redemption at the election of the Company of
less than all the Securities of any series (including any such redemption
affecting only a single Security), the Company shall, at least 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 prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers’ Certificate
evidencing compliance with such restriction.

     

    
      	
              SECTION
      1103.  

            	
              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 or unless
such redemption affects only a single Security), the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of a portion
of the principal amount of any Security of such series subject to the applicable
proceedings of DTC, provided that the unredeemed
portion of the principal amount of any Security shall be in an authorized
denomination (which shall not be less than the minimum authorized denomination)
for such Security. If less than all the Securities of such series and of a
specified tenor are to be redeemed (unless such redemption affects only a single
Security), the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series and specified tenor not previously called
for redemption in accordance with the preceding sentence.

     

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

     

    The
provisions of the two preceding paragraphs shall not apply with respect to any
redemption affecting only a single Security, whether such Security is to be
redeemed in whole or in part. In the case of any such redemption in part, the
unredeemed portion of the principal amount of the Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security.

     

    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
      1104.  

            	
              Notice
      of Redemption.

            


    

     

    Notice of
redemption shall be given by first-class 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 consisting of more than a
single Security are to be redeemed, the identification (and, in the case of
partial redemption of any such Securities, the principal amounts) of the
particular Securities to be redeemed and, if less than all the Outstanding
Securities of any series consisting of a single Security are to be redeemed, the
principal amount of the particular Security 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, if applicable, that interest thereon will
cease to accrue on and after said date,

     

    (5) the place
or places where each such Security is 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 at the election of the Company shall be
given by the Company or, at the Company’s request and provision of the notice
information to the Trustee, by the Trustee in the name and at the expense of the
Company.

     

    
      	
              SECTION
      1105.  

            	
              Deposit
      of Redemption Price.

            


    

     

    Prior to
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 1003) 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
      1106.  

            	
              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 301, 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 307.

     

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

     

    
      	
              SECTION
      1107.  

            	
              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
TWELVE

     

    Sinking
Funds

     

    
      	
              SECTION
      1201.  

            	
              Applicability
      of Article.

            


    

     

    The
provisions of this Article shall be applicable to any sinking fund for the
retirement of Securities of any series except as otherwise specified as
contemplated by Section 301 for such Securities.

     

    The
minimum amount of any sinking fund payment provided for by the terms of any
Securities 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 such
Securities is herein referred to as an “optional sinking fund payment”. If
provided for by the terms of any Securities, the cash amount of any sinking fund
payment may be subject to reduction as provided in Section 1202. Each
sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities.

     

    
      	
              SECTION
      1202.  

            	
              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 any Securities of such series required to be made pursuant to the terms of
such Securities as and to the extent provided for by the terms of such
Securities; provided
that the Securities to be so credited have not been previously so
credited. The Securities to be so credited shall be received and credited for
such purpose by the Trustee at the Redemption Price, as specified in the
Securities so to be redeemed, for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced
accordingly.

     

    
      	
              SECTION
      1203.  

            	
              Redemption
      of Securities for Sinking Fund.

            


    

     

    Not less
than 90 days (or
such shorter period as shall be satisfactory to the Trustee) prior to each
sinking fund payment date for any Securities, the Company will deliver to the
Trustee an Officers’ Certificate specifying the amount of the next ensuing
sinking fund payment for such Securities pursuant to the terms of such
Securities, 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 pursuant to Section 1202 and will also deliver to the
Trustee any Securities to be so delivered. Not less than 60 days prior to 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 1103 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 1104.  Such notice having been duly given, the redemption
of such Securities shall be made upon the terms and in the manner stated in
Sections 1106 and 1107.

     

    ARTICLE
THIRTEEN

     

    Defeasance
and Covenant Defeasance

     

    
      	
              SECTION
      1301.  

            	
              Company’s
      Option to Effect Defeasance or Covenant
  Defeasance.

            


    

     

    The
Company may elect, at its option at any time, to have Section 1302 or Section
1303 applied to any Securities or any series of Securities, as the case may be,
designated pursuant to Section 301 as being defeasible pursuant to such
Section 1302 or 1303, in accordance with any applicable requirements provided
pursuant to Section 301 and upon compliance with the conditions set forth
below in this Article. Any such election shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 301
for such Securities.

     

    
      	
              SECTION
      1302.  

            	
              Defeasance
      and Discharge.

            


    

     

    Upon the
Company’s exercise of its option (if any) to have this Section applied to any
Securities or any series of Securities, as the case may be, the Company shall be
deemed to have been discharged from its obligations, and the provisions of
Article Fourteen shall cease to be effective, with respect to such Securities as
provided in this Section on and after the date the conditions set forth in
Section 1304 are satisfied (hereinafter called “Defeasance”). For this
purpose, such Defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by such Securities and to have
satisfied all its other obligations under such Securities and this Indenture
insofar as such Securities are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), subject to
the following which shall survive until otherwise terminated or discharged
hereunder: (1) the rights of Holders of such Securities to receive, solely
from the trust fund described in Section 1304 and as more fully set forth
in such Section, payments in respect of the principal of (and premium, if any)
and interest on such Securities when payments are due, (2) the Company’s
obligations with respect to such Securities under Sections 304, 305, 306,
1002 and 1003, (3) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (4) this Article. Subject to compliance with this Article,
the Company may exercise its option (if any) to have this Section applied to any
Securities notwithstanding the prior exercise of its option (if any) to have
Section 1303 applied to such Securities.

     

    
      	
              SECTION
      1303.  

            	
              Covenant
      Defeasance.

            


    

     

    Upon the
Company’s exercise of its option (if any) to have this Section applied to any
Securities or any series of Securities, as the case may be, (1) the Company
shall be released from its obligations under Sections 1005 to 1007
inclusive, and any covenants provided pursuant to Section 301(18), 901(2)
or 901(7) for the benefit of the Holders of such Securities, (2) the
occurrence of any event specified in Sections 501(b)(v) (with respect to
any of Sections 1005 to 1007 inclusive and any such covenants provided
pursuant to Section 301(18), 901(2) or 901(7)) and 501(b)(vi) shall be
deemed not to be or result in a Default and (3) the provisions of Article
Fourteen shall cease to be effective, in each case with respect to such
Securities as provided in this Section on and after the date the conditions set
forth in Section 1304 are satisfied (hereinafter called “Covenant
Defeasance”). For this purpose, such Covenant Defeasance means that, with
respect to such Securities, 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 specified Section (to the extent so specified in the case of
Section 501(b)(v)) or Article Fourteen, whether directly or indirectly by
reason of any reference elsewhere herein to any such Section or by reason of any
reference in any such Section to any other provision herein or in any other
document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.

     

    
      	
              SECTION
      1304.  

            	
              Conditions
      to Defeasance or Covenant
Defeasance.

            


    

     

    The
following shall be the conditions to the application of Section 1302 or
Section 1303 to any Securities or any series of Securities, as the case may
be:

     

    (1) The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee which satisfies the requirements contemplated by
Section 609 and agrees to comply with the provisions of this Article applicable
to it) as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefits of
the Holders of such Securities, (A) money in an amount, or (B) U.S.
Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, money in an amount, or
(C) a combination thereof, in each case 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 and discharge,
and which shall be applied by the Trustee (or any such other qualifying trustee)
to pay and discharge, the principal of and any premium and interest on such
Securities on the respective Stated Maturities, in accordance with the terms of
this Indenture and such Securities. As used herein, “U.S. Government Obligation”
means (x) any security which is (i) a direct obligation of the United
States of America for the payment of which the full faith and credit of the
United States of America is pledged or (ii) an obligation of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America the payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States of America, which, in
either case (i) or (ii), is not callable or redeemable at the option of the
issuer thereof, and (y) any depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act) as custodian with respect to any
U.S. Government Obligation which is specified in Clause (x) above and held by
such bank for the account of the holder of such depositary receipt, or with
respect to any specific payment of principal of or interest on any U.S.
Government Obligation which is so specified and held, provided that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depositary receipt from any amount received
by the custodian in respect of the U.S. Government Obligation or the specific
payment of principal or interest evidenced by such depositary
receipt.

     

    (2) In the
event of an election to have Section 1302 apply to any Securities or any
series of Securities, as the case may be, the Company shall have delivered to
the Trustee an Opinion of Counsel stating that (A) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling or
(B) since the date of this instrument, there has been a change in the
applicable Federal income tax law, in either case (A) or (B) to the effect that,
and based thereon such opinion shall confirm that, the Holders of such
Securities will not recognize gain or loss for Federal income tax purposes as a
result of the deposit, Defeasance and discharge to be effected with respect to
such Securities and will be subject to Federal income tax on the same amount, in
the same manner and at the same times as would be the case if such deposit,
Defeasance and discharge were not to occur.

     

    (3) In the
event of an election to have Section 1303 apply to any Securities or any
series of Securities, as the case may be, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders of such
Securities will not recognize gain or loss for Federal income tax purposes as a
result of the deposit and Covenant Defeasance to be effected with respect to
such Securities and will be subject to Federal income tax on the same amount, in
the same manner and at the same times as would be the case if such deposit and
Covenant Defeasance were not to occur.

     

    (4) The
Company shall have delivered to the Trustee an Officers’ Certificate to the
effect that neither such Securities nor any other Securities of the same series,
if then listed on any securities exchange, will be delisted as a result of such
deposit.

     

    (5) No event
which is, or after notice or lapse of time or both would become, a Default with
respect to such Securities or any other Securities shall have occurred and be
continuing at the time of such deposit or, with regard to any such event
specified in Sections 501(a)(1), (a)(2), (a)(3) and (a)(4), at any time on
or prior to the 90th day after the date of such deposit (it being understood
that this condition shall not be deemed satisfied until after such 90th
day).

     

    (6) Such
Defeasance or 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).

     

    (7) Such
Defeasance or 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.

     

    (8) Such
Defeasance or Covenant Defeasance shall not result in the trust arising from
such deposit constituting an investment company within the meaning of the
Investment Company Act unless such trust shall be registered under such Act or
exempt from registration thereunder.

     

    (9) No event
or condition shall exist that, pursuant to the provisions of Article Fourteen,
would prevent the Company from making payments of the principal of (and any
premium) or interest on the Securities of such series on the date of such
deposit or at any time on or prior to the 90th day after the date of such
deposit (it being understood that this condition shall not be deemed satisfied
until after such 90th day).

     

    (10) The
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent with respect to
such Defeasance or Covenant Defeasance have been complied with.

     

    
      	
              SECTION
      1305.  

            	
              Deposited
      Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
      Provisions.

            


    

     

    Subject
to the provisions of the last paragraph of Section 1003, all money and U.S.
Government Obligations (including the proceeds thereof) deposited with the
Trustee or other qualifying trustee (solely for purposes of this Section and
Section 1306, the Trustee and any such other trustee are referred to
collectively as the “Trustee”) pursuant to Section 1304 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
(and premium, if any) and interest, but money so held in trust need not be
segregated from other funds except to the extent required by law. Money and U.S.
Government Obligations so held in trust shall not be subject to the provisions
of Article Fourteen, provided that the applicable conditions of
Section 1304 have been satisfied.

     

    The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 1304 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of Outstanding Securities.

     

    Anything
in this Article to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon Company Request any money or U.S.
Government Obligations held by it as provided in Section 1304 with respect
to any Securities which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.

     

    
      	
              SECTION
      1306.  

            	
              Reinstatement.

            


    

     

    If the
Trustee or the Paying Agent is unable to apply any money in accordance with this
Article with respect to any Securities by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the obligations under this Indenture and such Securities
from which the Company has been discharged or released pursuant to
Section 1302 or 1303 shall be revived and reinstated as though no deposit
had occurred pursuant to this Article with respect to such Securities, until
such time as the Trustee or Paying Agent is permitted to apply all money held in
trust pursuant to Section 1305 with respect to such Securities in
accordance with this Article; provided, however, that if
the Company makes any payment of principal of or any premium or interest on any
such Security following such reinstatement of its obligations, the Company shall
be subrogated to the rights (if any) of the Holders of such Securities to
receive such payment from the money so held in trust.

     

    ARTICLE
FOURTEEN

     

    Subordination
of Securities

     

    
      	
              SECTION
      1401.  

            	
              Securities
      Subordinate to Senior Indebtedness.

            


    

     

    The
Company covenants and agrees, and each Holder of a Security, by his acceptance
thereof, likewise covenants and agrees, that, to the extent and in the manner
hereinafter set forth in this Article, the indebtedness represented by the
Securities and the payment of the principal of (and premium, if any) and
interest on each and all of the Securities are hereby expressly made subordinate
and subject in right of payment to the prior payment in full of all Senior
Indebtedness.

     

    Notwithstanding
the foregoing, if a deposit referred to in Section 1304(1) is made pursuant
to Section 1302 or Section 1303 with respect to any Securities (and
provided all other conditions set out in Section 1302 or 1303, as
applicable, shall have been satisfied with respect to such Securities), then,
following the 90th day after such deposit, no money or U.S. Government
Obligations so deposited, and no proceeds thereon, will be subject to any rights
of holders of Senior Indebtedness, including any such rights arising under this
Article Fourteen.

     

    
      	
              SECTION
      1402.  

            	
              Payment
      Over of Proceeds Upon Dissolution,
Etc.

            


    

     

    In the
event of (a) any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding in
connec­tion therewith, relative to the Company or to its creditors, as such,
or to its assets, or (b) any liquidation, dissolution or other winding up
of the Company, whether voluntary or involuntary and whether or not involving
insolvency or bank­ruptcy, or (c) any assignment for the benefit of
creditors or any other marshaling of assets and liabilities of the Company, then
and in any such event the holders of Senior Indebtedness shall be entitled to
receive payment in full of all amounts due or to become due on or in respect of
all Senior Indebtedness, or provision shall be made for such payment, before the
Holders of the Securities are entitled to receive any payment on account of
principal of or interest on the Securities, and to that end the holders of
Senior Indebtedness shall be entitled to receive, for application to the payment
thereof, any payment or distribution of any kind or character, whether in cash,
property or securities, which may be payable or deliverable in respect of the
Securities in any such case, proceeding, dissolution, liquidation or other
winding up or event.

     

    Upon the
occurrence of any of the events described in clauses (a), (b) or (c) of the
immediately preceding paragraph, in the event that notwithstanding the foregoing
provisions of this Section the Trustee or the Holder of any Security shall have
received any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, before all Senior
Indebtedness is paid in full or payment thereof provided for, and if such fact
shall, at or prior to the time of such payment or distribution, have been made
known to the Trustee or, as the case may be, such Holder, then and in such event
such payment or distribution to the extent still in possession of the Trustee
shall be upon written direction of the Trustee or Holders of the Senior
Indebtedness paid over or delivered forthwith to the trustee in bankruptcy,
receiver, liquidating trustee, custodian, assignee, agent or other Person making
payment or distribution of assets of the Company for application to the payment
of all Senior Indebted­ness remaining unpaid, to the extent necessary to pay
all Senior Indebtedness in full, after giving effect to any concurrent payment
or distribution to or for the holders of Senior Indebtedness.

     

    The
consolidation of the Company with, or the merger of the Company into, another
Person or the liquidation or dissolution of the Company following the conveyance
or transfer of its properties and assets substantially as an entirety to another
Person upon the terms and conditions set forth in Article Eight shall not be
deemed a dissolution, winding up, liquidation, reorganization, assignment for
the benefit of creditors or marshaling of assets and liabilities of the Company
for the purposes of this Section if the Person formed by such consolidation or
into which the Company is merged or which acquires by conveyance or transfer
such properties and assets sub­stantially as an entirety, as the case may
be, shall, as a part of such consolidation, merger, conveyance or transfer,
comply with the respective conditions set forth in Article Nine.

     

    
      	
              SECTION
      1403.  

            	
              Prior
      Payment to Senior Indebtedness Upon Acceleration of
      Securities.

            


    

     

    In the
event that any Securities are declared due and payable before their Stated
Maturity, then and in such event the holders of Senior Indebtedness shall be
entitled to receive payment in full of all amounts due or to become due on or in
respect of all Senior Indebtedness or provision shall be made for such payment
in cash, before the Holders of the Securities are entitled to receive any
payment (including any payment which may be payable by reason of the payment of
any other indebtedness of the Company being subordinated to the payment of the
Securities) by the Company on account of the principal of (or premium, if any)
or interest on the Securities or on account of the purchase or other acquisition
of Securities; provided, however, that nothing in this
Section shall prevent the satisfaction of any sinking fund payment in accordance
with Article Twelve by delivering and crediting pursuant to
Section 1202 Securities which have been acquired (upon redemption or
otherwise) prior to such declaration of acceleration.

     

    In the
event that, notwithstanding the foregoing, the Company shall make any payment to
the Trustee or the Holder of any Security prohibited by the foregoing provisions
of this Section, and if such fact shall, at or prior to the time of such
payment, have been made known to the Trustee or, as the case may be, such
Holder, then and in such event such payment to the extent still in the
possession of the Trustee shall be upon a Company Order paid over and delivered
forthwith to the Company.

     

    The
provisions of this Section shall not apply to any payment with respect to which
Section 1402 would be applicable.

     

    
      	
              SECTION
      1404.  

            	
              No
      Payment When Senior Indebtedness in
Default.

            


    

     

    In the
event and during the continuation of any default in the payment of principal of
(or premium, if any) or interest on any Senior Indebtedness beyond any
applicable grace period with respect thereto, or, in the event any judicial
proceeding shall be pending with respect to any such default, then no payment
shall be made by the Company on account of principal of or interest on the
Securities or on account of the purchase or other acquisition of
Securities.

     

    In the
event that, notwithstanding the foregoing, the Company shall make any payment to
the Trustee or the Holder of any Security prohibited by the foregoing provisions
of this Section, and if such fact shall, at or prior to the time of such
payment, have been made known to the Trustee or, as the case may be, such
Holder, then and in such event such payment to the extent still in the
possession of the Trustee shall be upon a Company Order paid over and delivered
forthwith to the Company.

     

    The
provisions of this Section shall not apply to any payment with respect to which
Section 1402 would be applicable.

     

    
      	
              SECTION
      1405.  

            	
              Payment
      Permitted If No Default.

            


    

     

    Nothing
contained in this Article or elsewhere in this Indenture or in any of the
Securities of any series shall prevent (a) the Company, at any time except
during the pendency of any case, proceeding, dissolution, liquidation or other
winding up, assignment for the benefit of creditors or other marshaling of
assets and liabilities of the Company referred to in Section 1402 or under
the conditions described in Section 1403 or 1404, from making payments at
any time of principal of or interest on the Securities, or (b) the
application by the Trustee of any money deposited with it hereunder to the
payment of or on account of the principal of (and premium, if any) or interest
on the Securities of any series or the retention of such payment by the Holders,
if, at the time of such application by the Trustee, it did not have knowledge
that such payment would have been prohibited by the provisions of this
Article.

     

    
      	
              SECTION
      1406.  

            	
              Subrogation
      to Rights of Holders of Senior
Indebtedness.

            


    

     

    Subject
to the payment in full of all Senior Indebtedness, the Holders of the Securities
shall be subrogated (equally and ratably with the holders of all indebtedness of
the Company which by its express terms is subordinated to indebtedness of the
Company to substantially the same extent as the Securities are subordinated and
is entitled to like rights of subrogation) to the rights of the holders of such
Senior Indebtedness to receive payments and distributions of cash, property and
securities applicable to the Senior Indebtedness until the principal of and
interest on the Securities shall be paid in full.  For purposes of
such subrogation, no payments or distributions to the holders of the Senior
Indebtedness of any cash, property or securities to which the Holders of the
Securities or the Trustee would be entitled except for the provisions of this
Article, and no payments over pursuant to the provisions of this Article to the
holders of Senior Indebtedness by Holders of the Securities or the Trustee,
shall, as among the Company, its creditors other than holders of Senior
Indebtedness and the Holders of the Securities, be deemed to be a payment or
distribution by the Company to or on account of the Senior
Indebtedness.

     

    
      	
              SECTION
      1407.  

            	
              Provisions
      Solely to Define Relative Rights.

            


    

     

    The
provisions of this Article are and are intended solely for the purpose of
defining the relative rights of the Holders of the Securities on the one hand
and the holders of Senior Indebtedness (and, in the case of Section 1415, the
creditors of General Obligations) on the other hand.  Nothing
contained in this Article or elsewhere in this Indenture or in the Securities is
intended to or shall (a) impair, as among the Company, its creditors other
than holders of Senior Indebtedness and the Holders of the Securities, the
obligation of the Company, which is absolute and unconditional and which,
subject to the rights under this Article of the holders of Senior Indebtedness
(and the rights under Section 1415 of creditors in respect of General
Obligations), is intended to rank equally with all other General Obligations of
the Company, to pay to the Holders of the Securities the principal of and
interest on the Securities as and when the same shall become due and payable in
accordance with their terms; or (b) affect the relative rights against the
Company of the Holders of the Securities and creditors of the Company other than
the holders of Senior Indebtedness; or (c) prevent the Trustee or the
Holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
(and under Section 1415 of creditors in respect of General Obligations) under
this Article of the holders of Senior Indebtedness to receive cash, property and
securities otherwise payable or deliverable to the Trustee or such
Holder.

     

    
      	
              SECTION
      1408.  

            	
              Trustee
      to Effectuate Subordination.

            


    

     

    Each
Holder of a Security by his acceptance thereof authorizes and directs the
Trustee on his behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article and appoints the Trustee
his attorney-in-fact for any and all such purposes.

     

    
      	
              SECTION
      1409.  

            	
              No
      Waiver of Subordination Provisions.

            


    

     

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

     

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

     

    
      	
              SECTION
      1410.  

            	
              Notice
      to Trustee.

            


    

     

    The
Company shall give prompt written notice to the Trustee of any fact known to the
Company which would prohibit the making of any payment to or by the Trustee in
respect of the Securities.  Notwithstanding the provisions of this
Article or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until the Trustee shall have received written notice thereof from the
Company or a holder of Senior Indebted­ness or from any trustee therefor;
and, prior to the receipt of any such written notice, the Trustee, subject to
the provisions of Section 601, shall be entitled in all respects to assume
that no such facts exist; provided, however, that if
the Trustee shall not have received the notice provided for in this Section at
least five Business Days prior to the date upon which by the terms hereof any
money may become payable for any purpose, then, anything herein contained to the
contrary notwith­standing, the Trustee shall have full power and authority
to receive such money and to apply the same to the purpose for which such money
was received and shall not be affected by any notice to the contrary which may
be received by it within five Business Days prior to such date.

     

    Subject
to the provisions of Section 601, the Trustee shall be entitled to
conclusively rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness or a trustee therefor
(or a creditor in respect of General Obligations) to establish that such notice
has been given by a holder of Senior Indebtedness or a trustee therefor (or a
creditor in respect of General Obligations).  In the event that the
Trustee determines in good faith that further evidence is required with respect
to the right of any Person as a holder of Senior Indebtedness (or a creditor in
respect of General Obligations) to participate in any payment or distribution
pursuant to this Article, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness (or General Obligations) held by such Person, the extent to
which such Person is entitled to participate in such payment or distribution and
any other facts pertinent to the rights of such Person under this Article, and
if such evidence is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive
such payment.

     

    
      	
              SECTION
      1411.  

            	
              Reliance
      on Judicial Order or Certificate of Liquidating
  Agent.

            


    

     

    Upon any
payment or distribution of assets of the Company referred to in this Article,
the Trustee, subject to the provisions of Section 601, and the Holders of
the Securities shall be entitled to conclusively rely upon any order or decree
entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquida­tion, reorganiza­tion, dissolution,
winding up or similar case or proceeding is pending, or a certificate of the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for
the benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders of Securities, for the
purpose of ascertaining the Persons entitled to participate in such payment or
distribu­tion, the holders of the Senior Indebtedness and other indebtedness
of the Company (and the creditors in respect of General Obligations), the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article.

     

    
      	
              SECTION
      1412.  

            	
              Trustee
      Not Fiduciary for Holders of Senior Indebtedness (or Creditors in Respect
      of General Obligations).

            


    

     

    The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness (or creditors in respect of General Obligations) and shall not be
liable to any such holders (or creditors in respect of General Obligations) if
it shall in good faith mistakenly pay over or distribute to Holders of
Securities or to the Company or to any other Person cash, property or securities
to which any holders of Senior Indebtedness (or creditors in respect of General
Obligations) shall be entitled by virtue of this Article or
otherwise.

     

    
      	
              SECTION
      1413.  

            	
              Rights
      of Trustee as Holder of Senior Indebtedness; Preservation of Trustee's
      Rights.

            


    

     

    The
Trustee in its individual capacity shall be entitled to all the rights set forth
in this Article with respect to any Senior Indebtedness which may at any time be
held by it (or with respect to any General Obligations owed to the Trustee as a
creditor), to the same extent as any other holder of Senior Indebtedness (or
creditors in respect of General Obligations as the case may be), and nothing in
this Indenture shall deprive the Trustee of any of its rights as such
holder.

     

    Nothing
in this Article shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 607.

     

    
      	
              SECTION
      1414.  

            	
              Article
      Applicable to Paying Agents.

            


    

     

    In case
at any time any Paying Agent other than the Trustee shall have been appointed by
the Company and be then acting hereunder, the term “Trustee” as used in this
Article shall in such case (unless the context otherwise requires) be construed
as extending to and including such Paying Agent within its meaning as fully for
all intents and purposes as if such Paying Agent were named in this Article in
addition to or in place of the Trustee; provided, however, that
Section 1413 shall not apply to the Company or any Affiliate of the Company
if it or such Affiliate acts as Paying Agent.

     

    
      	
              SECTION
      1415.  

            	
              Payment
      of Proceeds in Certain Cases.

            


    

     

    (a)           Upon
the occurrence of any of the events specified in clauses (a), (b) and (c) of the
first paragraph of Section 1402, the provisions of that Section shall be given
effect to determine the amount of cash, property or securities which may be
payable or deliverable as between the holders of Senior Indebtedness, on the
one  hand, and the Holders of Securities, on the other
hand.

     

    (b)           If,
after giving effect to the provisions of Section 1402 and Section 1406, any
amount of cash, property or securities of the Company shall be available for
payment or distribution in respect of the Securities (“Excess Proceeds”), and
any creditors in respect of General Obligations shall not have received payment
in full of all amounts due or to become due on or in respect of such General
Obligations, then such Excess Proceeds shall first be applied (it being
understood that the Trustee has no affirmative duty to pay such General
Obligations with Excess Proceeds) (ratably with any amount of cash, property or
securities available for payment or distribution in respect of any other
indebtedness of the Company that by its express terms provides for the payment
over of amounts corresponding to Excess Proceeds to creditors in respect of
General Obligations) to pay or provide for the payment of the General
Obligations remaining unpaid, to the extent necessary to pay all General
Obligations in full, after giving effect to any concurrent payment or
distribution to or for creditors in respect of General
Obligations.  Any Excess Proceeds remaining after the payment (or
provision for payment) in full of all General Obligations shall be available for
payment or distribution in respect of the Securities.

     

    (c)           In
the event that, notwithstanding the foregoing provisions of subsection (b) of
this Section, the Trustee or Holder of any Security shall have received any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, before all General Obligations are paid
in full or payment thereof duly provided for, and if such fact shall, at or
prior to the time of such payment or distribution have been made known to the
Trustee or, as the case may be, such Holder, then and in such event, subject to
any obligation that the Trustee or such Holder may have pursuant to Section
1402, such payment or distribution to the extent still in the possession of the
Trustee shall be upon the written direction of such Person paid over or
delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee, agent or other Person making payment or distribution of
assets of the Company for payment in accordance with subsection
(b).

     

    (d)           Subject
to the payment in full of all General Obligations, the Holders of the Securities
shall be subrogated (equally and ratably with the holders of all indebtedness of
the Company that by its express terms provides for the payment over of amounts
corresponding to Excess Proceeds to creditors in respect of General Obligations
and is entitled to like rights of subrogation) to the rights of the creditors in
respect of General Obligations to receive payments and distributions of cash,
property and securities applicable to the General Obligations until the
principal of and interest on the Securities shall be paid in
full.  For purposes of such subrogation, no payments or distributions
to creditors in respect of General Obligations of any cash, property or
securities to which Holders of the Securities or the Trustee would be entitled
except for the provisions of this Section, and no payments over pursuant to the
provisions of this Section to creditors in respect of General Obligations by
Holders of Securities or the Trustee, shall, as among the Company, its creditors
other than creditors in respect of General Obligations and the Holders of
Securities be deemed to be a payment or distribution by the Company to or on
account of the General Obligations.

     

    (e)           The
provisions of subsections (b), (c) and (d) of this Section are and are intended
solely for the purpose of defining the relative rights of the Holders of the
Securities, on the one hand, and the creditors in respect of General
Obligations, on the other hand, after giving effect to the rights of the holders
of Senior Indebtedness, as provided in this Article.  Nothing
contained in subsections (b), (c) and (d) of this Section is intended to or
shall affect the relative rights against the Company of the Holders of the
Securities and (1) the holders of Senior Indebtedness or (2) other creditors of
the Company other than creditors in respect of General Obligations.

     

    
      	
              SECTION
      1416.  

            	
              Automatic
      Termination.

            


    

     

    Upon the
occurrence of a Termination Event, the Company will promptly notify the Trustee
and the following provisions of this Indenture shall immediately and
automatically terminate, be null and void ab initio and have no further effect:
the definitions of “Claim”, “Excess Proceeds” and “General Obligations”;
subsection (d) of Section 111; the sixth paragraph of Section 203; the last
paragraph of Section 901; subsection (b) of Section 907; all language in each
parenthetical containing the words “General Obligations” in Sections 1407, 1410,
1411, 1412 and 1413; and Section 1415.  The Trustee shall have the
right at any time to request that the Company supply it with an Opinion of
Counsel as to whether a Termination Event shall have occurred.

     

    
      	
              SECTION
      1417.  

            	
              Rights
      of Trustee.

            


    

     

    Nothing
in this Article shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 506.

     

    _____________________________

     

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

     

    In
Witness Whereof, the parties hereto have caused this Indenture to be duly
executed, all as of the day and year first above written.

     

    CENTRAL
PACIFIC FINANCIAL CORP.

    


    By___________________________

        Name:

        Title:

    


    


    THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A.

    


    By___________________________

        Authorized
Officer