Unassociated Document


    Exhibit
4.4

      
         

          
            

          

        

        


      

      


      


      


      SECURITY
FEDERAL CORPORATION

      


      TO

      


      WILMINGTON
TRUST COMPANY

      


      as
Trustee

      


      


      


      


      


      Indenture

      


      Dated
as of December 1, 2009

      


      


      


      


      8.0%
Convertible Senior Debentures due 2029

       

       

       

       

        
          

        

      

      


      


      


      
        

          
            
               


            

            
               


              
                

              

            

            
               


            

          



      

      Certain
Sections of this Indenture relating to

      Sections
310 through 318 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

              	 
	
                (a) (5)

              	 
      	
                609

              	 
	
                (b)

              	 
      	
                608;
      610

              	 
	
                §
      311   (a)

              	 
      	
                613

              	 
	
                (b)

              	 
      	
                613

              	 
	
                §
      312   (a)

              	 
      	
                701;
      702 (a)

              	 
	
                (b)

              	 
      	
                702
      (b)

              	 
	
                (c)

              	 
      	
                702
      (c)

              	 
	
                §
      313   (a)

              	 
      	
                703
      (a)

              	 
	
                (a) (4)

              	 
      	
                101;
      703

              	 
	
                (b)

              	 
      	
                703
      (a)

              	 
	
                (c)

              	 
      	
                703
      (a)

              	 
	
                (d)

              	 
      	
                703
      (b)

              	 
	
                §
      314   (a)

              	 
      	
                704

              	 
	
                (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
      (c)

              	 
	
                §
      317   (a) (1)

              	 
      	
                503

              	 
	
                (a) (2)

              	 
      	
                504

              	 
	
                (b)

              	 
      	
                1003

              	 
	
                §
      318   (a)

              	 
      	
                107

              	 
	 
      	 
      	 
      	 
      	 
      	 


      

      


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

       

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

      


      



        TABLE
OF CONTENTS

        
 

        
          	 
      	
                  Page

                
	
                  Recitals
      of the Company

                	
                  1

                


ARTICLE
ONE

        Definitions
and Other Provisions

        of
General Application

        


        
          	
                  SECTION
      101. Definitions

                	 
      
	 
      	
                  “Act”

                	
                  2

                
	 
      	
                  “Affiliate”

                	
                  2

                
	 
      	
                  “Authenticating
      Agent”

                	
                  2

                
	 
      	
                  “Bank”

                	
                  2

                
	 
      	
                  “Bankruptcy
      Law”

                	
                  2

                
	 
      	
                  “Board
      of Directors”

                	
                  2

                
	 
      	
                  “Board
      Resolution”

                	
                  2

                
	 
      	
                  “Business
      Day”

                	
                  2

                
	 
      	
                  “Capital
      Stock”

                	
                  2

                
	 
      	
                  “Closing
      Price”

                	
                  2

                
	 
      	
                  “Commission”

                	
                  2

                
	 
      	
                  “Common
      Stock”

                	
                  2

                
	 
      	
                  “Company”

                	
                  3

                
	 
      	
                  “Company
      Request” or “Company Order”

                	
                  3

                
	 
      	
                  “Continuing
      Director”

                	
                  3

                
	 
      	
                  “Conversion
      Agent”

                	
                  3

                
	 
      	
                  “Conversion
      Price”

                	
                  3

                
	 
      	
                  “Corporate
      Trust Office”

                	
                  3

                
	 
      	
                  “Corporation”

                	
                  3

                
	 
      	
                  “Date
      of Issue”

                	
                  3

                
	 
      	
                  “Default”

                	
                  3

                
	 
      	
                  “Defaulted
      Interest”

                	
                  3

                
	 
      	
                  “Disinterested
      Director”

                	
                  3

                
	 
      	
                  “Event
      of Default”

                	
                  3

                
	 
      	
                  “Exchange
      Act”

                	
                  3

                
	 
      	
                  “Expiration
      Time”

                	
                  3

                
	 
      	
                  “FDIC”

                	
                  3

                
	 
      	
                  “FRB”

                	
                  4

                
	 
      	
                  “Fundamental
      Change”

                	
                  4

                
	 
      	
                  “Fundamental
      Change Company Notice”

                	
                  4

                
	 
      	
                  “Fundamental
      Change Repurchase Date”

                	
                  4

                
	 
      	
                  “Fundamental
      Change Repurchase Notice”

                	
                  4

                
	 
      	
                  “Fundamental
      Change Repurchase Price”

                	
                  4

                
	 
      	
                  “Holder"

                	
                  4

                
	 
      	
                  “Indebtedness”

                	
                  5

                
	 
      	
                  “indebtedness
      for money borrowed”

                	
                  5

                
	 
      	
                  “Indenture”

                	
                  5

                
	 
      	
                  “Insured
      Depositary Institution”

                	
                  5

                
	 
      	
                  “Interest
      Payment Date”

                	
                  5

                


        

        


        


        


        


        



        
          
             


          

          
            ii 


            
              

            

          

          
             


          

        


        


        
          	 
      	
                  “Junior
      Securities”

                	
                  5

                
	 
      	
                  “Major
      Depository Institution Subsidiary”

                	
                  5

                
	 
      	
                  “Maturity”

                	
                  5

                
	 
      	
                  “OTS”

                	
                  6

                
	 
      	
                  “Officers'
      Certificate”

                	
                  6

                
	 
      	
                  “Opinion
      of Counsel”

                	
                  6

                
	 
      	
                  “Outstanding”

                	
                  6

                
	 
      	
                  “Paying
      Agent”

                	
                  6

                
	 
      	
                  “Person”

                	
                  6

                
	 
      	
                  “Place
      of Payment”

                	
                  6

                
	 
      	
                  “Predecessor
      Security”

                	
                  7

                
	 
      	
                  “Publicly
      Traded Securities”

                	
                  7

                
	 
      	
                  “Purchased
      Shares”

                	
                  7

                
	 
      	
                  “Redemption
      Date”

                	
                  7

                
	 
      	
                  “Redemption
      Price”

                	
                  7

                
	 
      	
                  “Regular
      Record Date”

                	
                  7

                
	 
      	
                  “Regulatory
      Capital”

                	
                  7

                
	 
      	
                  “Regulatory
      Capital Requirement”

                	
                  7

                
	 
      	
                  “Responsible
      Officer”

                	
                  7

                
	 
      	
                  “Security”

                	
                  7

                
	 
      	
                  “Security
      Register” and “Security Registrar”

                	
                  8

                
	 
      	
                  “Special
      Record Date”

                	
                  8

                
	 
      	
                  “Stated
      Maturity”

                	
                  8

                
	 
      	
                  “Subsidiary”

                	
                  8

                
	 
      	
                  “Trading
      Day”

                	
                  8

                
	 
      	
                  “Trustee”

                	
                  8

                
	 
      	
                  “Trust
      Indenture Act”

                	
                  8

                
	 
      	
                  “Vice
      President”

                	
                  8

                
	 
      	
                  “Wholly
      Owned Subsidiary”

                	
                  8

                
	
                  SECTION
      102.   Compliance Certificates and Opinions

                	
                  8

                
	
                  SECTION
      103.   Form of Documents Delivered to
    Trustee

                	
                  9

                
	
                  SECTION
      104.   Acts of Holders; Record Dates

                	
                  9

                
	
                  SECTION
      105.   Notices, Etc., to Trustee and
Company

                	
                  10

                
	
                  SECTION
      106.   Notice to Holders; Waiver

                	
                  10

                
	
                  SECTION
      107.   Conflict with Trust Indenture Act

                	
                  11

                
	
                  SECTION
      108.   Effect of Headings and Table of
    Contents

                	
                  11

                
	
                  SECTION
      109.   Successors and Assigns

                	
                  11

                
	
                  SECTION
      110.   Separability Clause

                	
                  11

                
	
                  SECTION
      111.   Benefits of Indenture

                	
                  11

                
	
                  SECTION
      112.   Governing Law

                	
                  11

                
	
                  SECTION
      113.   Legal Holidays

                	
                  11

                
	
                  SECTION
      114.   Calculations in Respect of
Securities

                	
                  12

                


        

        


        


        


        ARTICLE
TWO

        Security
Forms

        


        
          	
                  SECTION
      201.   Forms Generally

                	
                  12

                
	
                  SECTION
      202.   Form of Face of Security

                	
                  12

                
	
                  SECTION
      203.   Form of Reverse of Security

                	
                  14

                


        


        
          
             


          

          
            iii 


            
              

            

          

          
             


          

        


        


        


        
          	
                  SECTION
      204.   Form of Trustee's Certificate of
      Authentication

                	
                  17

                
	
                  SECTION
      205.   Form of Conversion Notice

                	
                  18

                
	
                  SECTION
      206.   Form of Fundamental Change Repurchase
      Notice

                	
                  19

                
	
                  SECTION
      207.   Form of Assignment and Transfer

                	
                  20

                


        

        


        ARTICLE
THREE

        The
Securities

        


        
          	
                  SECTION
      301.   Title and Terms

                	
                  20

                
	
                  SECTION
      302.   Ranking

                	
                  21

                
	
                  SECTION
      303.   Denominations

                	
                  21

                
	
                  SECTION
      304.   Execution, Authentication, Delivery and
      Dating

                	
                  21

                
	
                  SECTION
      305.   Temporary Securities

                	
                  22

                
	
                  SECTION
      306.   Registration; Registration of Transfer and
      Exchange

                	
                  22

                
	
                  SECTION
      307.   Mutilated, Destroyed, Lost and
Stolen

                	
                  23

                
	
                  SECTION
      308.   Payment of Interest; Interest Rights
      Preserved

                	
                  23

                
	
                  SECTION
      309.   Persons Deemed Owners

                	
                  25

                
	
                  SECTION
      310.   Cancellation

                	
                  25

                
	
                  SECTION
      311.   Computation of Interest

                	
                  25

                
	
                  SECTION
      312.   Authentication and Delivery of Original
      Issue

                	
                  25

                


        

        


        


        ARTICLE
FOUR

        Satisfaction
and Discharge

        


        
          	
                  SECTION
      401.   Discharge of Indenture

                	
                  25

                
	
                  SECTION
      402.   Deposited Monies to be Held in Trust by
      Trustee

                	
                  26

                
	
                  SECTION
      403.   Paying Agent to Repay Monies Held

                	
                  26

                
	
                  SECTION
      404.   Return of Unclaimed Monies

                	
                  26

                
	
                  SECTION
      405.   Reinstatement

                	
                  27

                


        

        


        ARTICLE
FIVE

        Remedies

        


        
          	
                  SECTION
      501.   Events of Default

                	
                  27

                
	
                  SECTION
      502.   Acceleration of Maturity; Rescission and
      Annulment

                	
                  29

                
	
                  SECTION
      503.   Collection of Indebtedness and Suite for Enforcement
      by Trustee

                	
                  29

                
	
                  SECTION
      504.   Trustee May File Proofs of Claim

                	
                  30

                
	
                  SECTION
      505.   Trustee May Enforce Claims Without Possession of
      Securities

                	
                  30

                
	
                  SECTION
      506.   Application of Money Collected

                	
                  30

                
	
                  SECTION
      507.   Limitation on Suits

                	
                  31

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

                	
                  31

                
	
                  SECTION
      509.   Restoration of Rights and Remedies

                	
                  32

                
	
                  SECTION
      510.   Rights and Remedies Cumulative

                	
                  32

                
	
                  SECTION
      511.   Delay or Omission Not Waiver

                	
                  32

                
	
                  SECTION
      512.   Control by Holders

                	
                  32

                
	
                  SECTION
      513.   Waiver of Past Defaults

                	
                  32

                
	
                  SECTION
      514.   Undertaking for Costs

                	
                  33

                
	
                  SECTION
      515.   Waiver of Stay or Extension Laws

                	
                  33

                


        

        


      

      
        


        
          
            
            

          

          
            iv

            
              

            

          

          
            
            

          

        

        


        ARTICLE
SIX

        The
Trustee

        


        
          	
                  SECTION
      601.   Certain Duties and Responsibilities

                	
                  33

                
	
                  SECTION
      602.   Notice of Defaults

                	
                  34

                
	
                  SECTION
      603.   Certain Rights of Trustee

                	
                  35

                
	
                  SECTION
      604.   Not Responsible for Recitals or Issuance of
      Securities

                	
                  36

                
	
                  SECTION
      605.   May Hold Securities

                	
                  37

                
	
                  SECTION
      606.   Money Held in Trust

                	
                  37

                
	
                  SECTION
      607.   Compensation and Reimbursement

                	
                  37

                
	
                  SECTION
      608.   Disqualification; Conflicting
    Interests

                	
                  38

                
	
                  SECTION
      609.   Corporate Trustee Required;
    Eligibility

                	
                  38

                
	
                  SECTION
      610.   Resignation and Removal; Appointment of
      Successor

                	
                  38

                
	
                  SECTION
      611.   Acceptance of Appointment by
    Successor

                	
                  39

                
	
                  SECTION
      612.   Merger, Conversion, Consolidation or Succession to
      Business

                	
                  40

                
	
                  SECTION
      613.   Preferential Collection of Claims Against
      company

                	
                  40

                
	
                  SECTION
      614.   Appointment of Authenticating Agent

                	
                  40

                


        

        


        


        ARTICLE
SEVEN

        Holders’
Lists and Reports

        By
Trustee and Company

        


        
          	
                  SECTION
      701.   Company to Furnish Trustee Names and Addresses of
      Holders

                	
                  42

                
	
                  SECTION
      702.   Preservation of Information; Communications to
      Holders

                	
                  42

                
	
                  SECTION
      703.   Reports by Trustee

                	
                  42

                
	
                  SECTION
      704.   Reports by Company

                	
                  42

                
	 
      	 
      


        

        


        


        ARTICLE
EIGHT

        Consolidation,
Merger, Conveyance,

        Transfer
or Lease

        


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

                	
                  43

                
	
                  SECTION
      802.   Successor Substituted

                	
                  43

                


        

        


        ARTICLE
NINE

        Supplemental
Indentures

        


        
          	
                  SECTION
      901.   Supplemental indentures Without Consent of
      Holders

                	
                  44

                
	
                  SECTION
      902.   Supplemental Indentures With Consent of
      Holders

                	
                  44

                
	
                  SECTION
      903.   Execution of Supplemental indentures

                	
                  45

                
	
                  SECTION
      904.   Effect of Supplemental Indentures

                	
                  45

                
	
                  SECTION
      905.   Conformity with Trust Indenture Act

                	
                  46

                
	
                  SECTION
      906.   Reference in Securities to Supplemental
      Indentures

                	
                  46

                
	
                  SECTION
      907.   Notice to Holders of Supplemental
      Indenture

                	
                  46

                


        


        
          
             


          

          
            v 


            
              

            

          

          
             


          

        


        ARTICLE
TEN

        Covenants

        


        
          	
                  SECTION
      1001.   Payment of Principal, Premium and
      Interest

                	
                  46

                
	
                  SECTION
      1002.   Maintenance of Office or Agency

                	
                  46

                
	
                  SECTION
      1003.   Money for Security to Be Held in
    Trust

                	
                  46

                
	
                  SECTION
      1004.   Payment of Taxes and Other Claims

                	
                  47

                
	
                  SECTION
      1005.   Maintenance of Properties

                	
                  48

                
	
                  SECTION
      1006.   Corporate Existence of the Company and
      Subsidiaries

                	
                  48

                
	
                  SECTION
      1007.   Insurance

                	
                  48

                
	
                  SECTION
      1008.   Limitations on Dividends, Redemptions,
      Etc.

                	
                  49

                
	
                  SECTION
      1009.   Restrictions on Issuance and Sale of Capital Stock
      or Dispositions of the Bank

                	
                  49

                
	
                  SECTION
      1010.   Limitations on Transactions with
      Affiliates

                	
                  49

                
	
                  SECTION
      1011.   Books and Records

                	
                  50

                
	
                  SECTION
      1012.   Statement as to Compliance

                	
                  50

                
	
                  SECTION
      1013.   Limitation on Indebtedness Senior to
      Securities

                	
                  50

                
	
                  SECTION
      1014.   Notice of Events of Default or
    Defaults

                	
                  50

                
	
                  SECTION
      1015.   Limitation on Liens on Bank

                	
                  50

                
	
                  SECTION
      1016.   Compliance with Requirements of Article
      Fourteen

                	
                  51

                
	
                  SECTION
      1017.   Waiver of Certain Covenants

                	
                  51

                


        

        


        


        ARTICLE
ELEVEN

        Redemption
of Securities

        


        
          	
                  SECTION
      1101.   Right of Redemption

                	
                  51

                
	
                  SECTION
      1102.   Applicability of Article

                	
                  51

                
	
                  SECTION
      1103.   Election to Redeem; Notice to
    Trustee.

                	
                  51

                
	
                  SECTION
      1104.   Selection by Trustee of Securities to Be
      Redeemed

                	
                  51

                
	
                  SECTION
      1105.   Notice of Redemption

                	
                  52

                
	
                  SECTION
      1106.   Deposit of Redemption Price

                	
                  52

                
	
                  SECTION
      1107.   Securities Payable on Redemption
    Date

                	
                  53

                
	
                  SECTION
      1108.   Securities Redeemed in Part

                	
                  53

                


        

        


        


        ARTICLE
TWELVE

        Defeasance

        


        
          	
                  SECTION
      1201.   Defeasance Upon Deposit of Monies or U.S.
      Government Obligations

                	
                  53

                
	
                  SECTION
      1202.   Deposited Monies and U.S. Government Obligations to
      be Held in Trust

                	
                  55

                
	
                  SECTION
      1203.   Repayment to Company

                	
                  55

                
	
                  SECTION
      1204.   Inability of Trustee or Paying Agent to Apply
      Money

                	
                  55

                


        

        


        


        ARTICLE
THIRTEEN

        Conversion
of Securities

        


        
          	
                  SECTION
      1301.   Conversion Privilege and Conversion
      Price

                	
                  56

                
	
                  SECTION
      1302.   Exercise of Conversion Privilege

                	
                  56

                


        

      

       

       

      
        
          
          

        

        
          vi

          
            

          

        

        
          
          

        

      

      


      
        	
                SECTION
      1303.   Fractions of Shares

              	
                57

              
	
                SECTION
      1304.   Adjustment of Conversion Price

              	
                57

              
	
                SECTION
      1305.   Notice of Adjustments of Conversion
      Price

              	
                61

              
	
                SECTION
      1306.   Notice of Certain Corporate Action

              	
                61

              
	
                SECTION
      1307.   Company to Reserve Common Stock

              	
                62

              
	
                SECTION
      1308.   Taxes on Conversions

              	
                62

              
	
                SECTION
      1309.   Covenant as to Common Stock

              	
                62

              
	
                SECTION
      1310.   Cancellation of Converted
Securities

              	
                62

              
	
                SECTION
      1311.   Provisions in Case of Consolidation, Merger or Sale
      of Assets

              	
                62

              
	
                SECTION
      1312.   Trustee’s Disclaimer

              	
                63

              




      ARTICLE
FOURTEEN

      Fundamental
Changes and Repurchases Thereupon

      


      
        	
                SECTION
      1401.   Repurchase at Option of Holders Upon a Fundamental
      Change

              	
                64

              
	
                SECTION
      1402.   Effect of Fundamental Change Repurchase
      Price

              	
                66

              
	
                SECTION
      1403.   Withdrawal of Fundamental Change Repurchase
      Notice

              	
                66

              
	
                SECTION
      1404.   Deposit of Fundamental Change Repurchase
      Price

              	
                66

              
	
                SECTION
      1405.   Securities Repurchased in Whole or in
      Part

              	
                67

              
	
                SECTION
      1406.   Covenant to Comply With Securities Laws Upon
      Repurchase of Securities

              	
                67

              
	
                SECTION
      1407.   Repayment to the Company

              	
                67

              


      

      


      


      


      
        
          
             


          

          
            vii 


            
              

            

          

          
             


          

        

      

      
 

      THIS
INDENTURE, dated as of December 1, 2009, between SECURITY FEDERAL CORPORATION
(the “Company”), a South Carolina corporation having its principal office at 238
Richland Avenue West, Aiken, South Carolina 29801, and WILMINGTON TRUST COMPANY,
a Delaware banking corporation, having its corporate trust office at 1100 North
Market Street, Wilmington, Delaware 19890-1605 (the “Trustee”).

      


      RECITALS
OF THE COMPANY

      


      The
Company has duly authorized the creation of an issue of its 8.0% Convertible
Senior Debentures due 2029 (herein called the "Securities") of substantially the
tenor and amount hereinafter set forth, and to provide therefor the Company has
duly authorized the execution and delivery of this Indenture.

      


      All
things necessary to make the Securities, when executed by the Company and
authenticated and delivered hereunder and duly issued by the Company, the valid
obligations of the Company, and to make this Indenture a valid agreement of the
Company, in accordance with their and 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, 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" or “GAAP” with respect to any computation
      required or permitted hereunder shall mean such accounting principles as
      are generally accepted in the United States at the date of such
      computation; and

              


      

      


      
        	
                (4)  

              	
                the
      words "herein," "hereof" and "hereunder" and other words of similar import
      refer to this Indenture as a whole and not to any particular Article,
      Section or other subdivision.

              


      

      


      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      


      “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.

      


      “Bank”
means Security Federal Bank and any successor thereto.

      


      “Bankruptcy
Law” has the meaning specified in Section 501.

      


      “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 or any other particular
location referred to in this Indenture or in the Securities, means, any day,
other than a Saturday or Sunday, that is neither a legal holiday nor a day on
which banking institutions in that Place of Payment or particular location are
authorized or required by law, regulation or executive order to
close.

      


      “Capital
Stock” means any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock and, with respect to
partnerships, partnership interests (whether general or limited) and any other
interest or participation that confers on a Person the right to receive a share
of the profits and losses of, or distributions of assets of, such
partnership.

      


      “Closing
Price” has the meaning specified in Section 1304(8).

      


      “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.

      


      “Common
Stock” means the shares of common stock, par value $0.01 per share, of the
Company as they exist on the date of this Indenture or any other shares of
common stock of the Company into which the Common Stock shall be reclassified or
changed or, in the event of a merger, consolidation or other similar transaction
involving the Company that is otherwise permitted hereunder in which the Company
is not the surviving corporation, the common stock, common equity interests,
ordinary shares or depositary shares or other certificates representing common
equity interests of such surviving corporation or its direct or indirect parent
corporation.

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


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

      


      “Company
Request” or “Company Order” means, respectively, 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.

      


      “Continuing
Director” means a director who either was a member of the Company’s Board of
Directors on December 1, 2009 or who becomes a member of the Company’s Board of
Directors subsequent to that date and whose election, appointment or nomination
for election by the Company’s shareholders, is duly approved by a majority of
the Continuing Directors on our Board of Directors at the time of such approval,
either by a specific vote or by approval of the proxy statement issued by the
Company on behalf of the Company’s entire Board of Directors in which such
individual is named as nominee for director.

      


      “Conversion
Agent” means the Trustee or such other office or agency designated by the
Company where Securities may be presented for conversion.

      


      “Conversion
Price” has the meaning specified in Section 1301.

      


      “Corporate
Trust Office” means the office of the Trustee at which, at any particular time,
its corporate trust business in Delaware shall be principally administered,
which office at the date hereof is located at 1100 North Market Street,
Wilmington, Delaware 19890-1605.

      


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

      


      “Date of
Issue” as to any Security means the date upon which such Security as originally
issued by the Company to the initial purchaser thereof shall be dated, which
shall be the date upon which such Security was originally sold to such initial
purchaser or designated by the Company Order requesting authentication and
delivery thereof.

      


      “Default”
means any event that upon notice or the passage of time or both would be an
Event of Default.

      


      “Defaulted
Interest” has the meaning specified in Section 308.

      


      “Disinterested
Director” of any Person means, with respect to any transaction or series of
related transactions, a member of the Board of Directors of such Person who does
not have any material direct or indirect financial interest in or with respect
to such transaction or series of related transactions.

      


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

      


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

      


      “Expiration
Time” has the meaning specified in Section 1304(6).

      


      “FDIC”
means the Federal Deposit Insurance Corporation or its successor.

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      


      “FRB”
means the Board of Governors of the Federal Reserve System or its
successor.

      


      “Fundamental
Change” means the occurrence of any of the following events at any time after
the Securities are originally issued:

      


      
        	
                (1)  

              	
                a
      “person” or “group” within the meaning of Section 13(d) of the
      Exchange Act other than the Company, its Subsidiaries or its or their
      employee benefit plans becomes the direct or indirect “beneficial owner,”
      as defined in Rule 13d-3 under the Exchange Act, of the Company’s common
      equity representing more than 50% of the voting power of the Company’s
      common equity;

              


      

      


      
        	
                (2)  

              	
                consummation
      of (A) any recapitalization, reclassification or change of the Common
      Stock (other than changes resulting from a subdivision or combination) as
      a result of which the Common Stock will be converted into, or exchanged
      for, stock, other securities, other property or assets or (B) any
      share exchange, consolidation or merger of the Company pursuant to which
      the Common Stock will be converted into cash, securities or other property
      or any sale, lease or other transfer in one transaction or a series of
      transactions of all or substantially all of the consolidated assets of the
      Company and its Subsidiaries, taken as a whole, to any person other than
      one of the Company’s Subsidiaries;  provided ,
      however, that a transaction where the holders of more than 50% of all
      classes of the Company’s common equity immediately prior to such
      transaction own, directly or indirectly, more than 50% of all classes of
      common equity of the continuing or surviving corporation or transferee or
      the parent thereof immediately after such event shall not constitute a
      Fundamental Change;

              


      

      


      
        	
                (3)  

              	
                Continuing
      Directors cease to constitute at least a majority of the Company’s Board
      of Directors while the Company (or, if applicable; a successor person to
      us) are in existence,or

              


      

      


      
        	
                (4)  

              	
                the
      Company’s shareholders approve any plan or proposal for the liquidation or
      dissolution of the Company.

              


      

      


      Notwithstanding
the foregoing, a Fundamental Change as a result of clause (2) above shall
not be deemed to have occurred if 90% of the consideration received or to be
received by the holders of Common Stock, excluding cash payments for fractional
shares and cash payments in respect of dissenters’ or appraisal rights, in the
transaction or transactions otherwise constituting the Fundamental Change
consists of Publicly Traded Securities and, as a result of such transaction or
transactions, the Securities become convertible into such Publicly Traded
Securities, excluding cash payments for fractional shares and cash payments in
respect of dissenters’ or appraisal rights.

      


      “Fundamental
Change Company Notice” has the meaning specified in
Section 1401(3).

      


      “Fundamental
Change Repurchase Date” has the meaning specified in Section
1401(1).

      


      “Fundamental
Change Repurchase Notice” has the meaning specified in
Section 1401(2).

      


      “Fundamental
Change Repurchase Price” has the meaning specified in
Section 1401(1).

      


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

       

       

      
        
          
          

        

        
          4

          
            

          

        

         

      

      
 

      “Indebtedness”
means any indebtedness, whether or not contingent, in respect of borrowed money
or evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements with respect thereto) as to which, in the
instrument creating or evidencing the same or pursuant to which the same is
outstanding, it is provided that such indebtedness does not rank pari passu
with, the Securities or representing the balance deferred and unpaid of the
purchase price of any property (including pursuant to capital leases), except
any such balance that constitutes an accrued expense or trade payable arising in
the ordinary course of business (such accrued expenses or trade payables being
pari passu in right of payment to the Securities), if and to the extent any of
the foregoing indebtedness would appear as a liability upon a balance sheet
prepared on a consolidated basis in accordance with GAAP (but does not include
contingent liabilities which appear only in a footnote to a balance sheet), and
shall also include, to the extent not otherwise included, the guaranty of items
which would be included within this definition.

      


      "Indebtedness
for money borrowed," when used with respect to the Company, means any obligation
of, or any obligation guaranteed by, the Company for the repayment of borrowed
money, whether or not evidenced by bonds, debentures, notes or other written
instruments.

      


      “Indenture”
means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, including, for all purposes
of this instrument and any such supplemental indenture, the provisions of the
Trust Indenture Act that are deemed to be a part of and govern this instrument
and any such supplemental indenture, respectively.

      


      “Insured
Depositary Institution” means  means a financial institution with
deposits insured by, and under the supervision of, the Federal Deposit Insurance
Corporation, or any successor agency, as defined in 12 U.S.C. §1813(c)(2) or a
similar definition under any succeeding federal law hereinafter
enacted.

      


      “Interest
Payment Date” means the Stated Maturity of an installment of interest on the
Securities.

      


      “Junior
Securities” means (1) shares of Common Stock, (2) shares of any other class or
classes of capital stock of the Company, (3) any other non-debt securities of
the Company (whether or not such other securities are convertible into Junior
Securities of the Company), or (4) unsecured debt securities of the Company
(other than the Securities) as to which, in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is provided
that such debt securities do not rank pari passu with, the
Securities.

      


      “Major
Depository Institution Subsidiary” means a Subsidiary that is an Insured
Depository Institution and that is or would be a direct or indirect major
subsidiary (or other subsidiary deemed to be the equivalent of a major
subsidiary) as such term is defined by the FRB from time to time; provided,
however, that any Subsidiary that had consolidated quarterly average total
assets that were less than 20% of the Company's consolidated quarterly average
total assets for the most recently available quarter shall not be deemed to be a
Major Depository Institution Subsidiary.

      


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

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      


      “OTS”
means the Office of Thrift Supervision of the U.S. Department of Treasury or any
successor federal agency.

      


      “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 1012 shall be the principal executive,
financial or accounting officer of the Company.

      


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

      


      “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 canceled 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 therefore satisfactory to the Trustee has been made;
      and

              


      

      


      
        	
                (3)  

              	
                Securities
      which have been paid pursuant to Section 307 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 any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer of 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 or the Fundamental Change Repurchase Price on any
Securities on behalf of the Company. Initially the Paying Agent shall be the
Trustee.

      


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

      


      “Place of
Payment” means, when used with respect to the Securities, the place or places
where the principal of (and premium, if any) and interest on such Securities are
payable as specified as contemplated by Section 1002. Initially the Place of
Payment will be the Corporate Trust Office.

       

      
 

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      “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 307 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.

      


      “Publicly
Traded Securities” means shares of common equity that are traded or quoted on a
U.S. national securities exchange or, with respect to a transaction described in
the definition of “Fundamental Change”, that will be so traded or quoted when
issued or exchanged in connection with such event.

      


      “Purchased
Shares” has the meaning specified in Section 1304(6).

      


      “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 means May 15
or November 15 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date.

      


      “Regulatory
Capital” means any form of capital to the extent that such capital may be used
to satisfy an applicable Regulatory Capital Requirement, provided that, for
purposes of this Indenture, the term Regulatory Capital shall not include any
form of Indebtedness.

      


      “Regulatory
Capital Requirement” means, with respect to the Bank, the minimum amount of
Regulatory Capital required to meet each of the capital requirements generally
applicable to federal savings banks under the statutes, regulations and guidance
administered, adopted or promulgated, as the case may be, by the FDIC or the OTS
or any successor laws or regulations, or such higher amount as the Bank may be
required to maintain in order to be considered in compliance with the
then-applicable regulations pursuant to an individual order or directive issued
by the FDIC, the OTS or any other federal or state financial regulatory agency
having jurisdiction over the Bank or pursuant to any agreement or memorandum of
understanding between the Bank and any such regulator and, with respect to any
other Insured Depository Institution or holding company thereof, any similar
requirement imposed by any federal or state regulator having jurisdiction over
such entity.

      


      “Responsible
Officer” means any vice president, assistant vice president, assistant
treasurer, assistant secretary or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and having direct responsibility for the administration of this
Indenture, and also, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer’s knowledge of and
familiarity with the particular subject.

      


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

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      


      “Security
Register” and “Security Registrar” have the respective meanings specified in
Section 306.

      


      “Special
Record Date” for the payment of any Defaulted Interest (as defined in Section
308) means a date fixed by the Trustee pursuant to Section 308.

      


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

      


      “Subsidiary”
means a corporation or other entity more than 50% of the outstanding voting
stock of which 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 or equity interests" means
stock which ordinarily has voting power for the election of directors (or
equivalent persons), whether at all times or only so long as no senior class of
stock has such voting power by reason of any contingency.

      


      “Trading
Day” means each Monday, Tuesday, Wednesday, Thursday and Friday, other than any
day on which securities are not traded on the applicable securities exchange or
in the applicable securities market.

      


      “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
such successor Trustee.

      


      “Trust
Indenture Act” or “TIA” 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.

      


      “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."

      


      “Wholly
Owned Subsidiary” means any Subsidiary all of whose outstanding Capital Stock
(other than directors’ qualifying shares) shall at the time be owned by the
Company and/or one or more of its Wholly Owned Subsidiaries.

      


      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 stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with, except that, in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished. 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 requirement 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:

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      


      
        	
                (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 or not, 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.

      


      
        	
                (1)  

              	
                Any
      request, demand, authorization, direction, notice, consent, waiver or
      other action provided by this Indenture to be given or taken by Holders
      may be embodied in and evidenced by one or more instruments of
      substantially similar tenor signed by such Holders in person or by their
      agent duly appointed in writing; and, except as herein otherwise expressly
      provided, such action shall become effective when such instrument or
      instruments are received by the Trustee and, where it is hereby expressly
      required, by 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.

              


      

      


      
        	
                (2)  

              	
                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


              


      

      
         

        
 

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

      

      
        
          	
                   

                	
                  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.

                


        

         

      

      
        	
                (3)  

              	
                The
      Company may, in the circumstances permitted by the Trust Indenture Act, by
      Board Resolution fix any day as the record date for the purpose of
      determining the Holders entitled to give or take any request, demand,
      authorization, direction, notice, consent, waiver or other action, or to
      vote on any action, authorized or permitted to be given or taken by
      Holders. If not set by the Company prior to the first solicitation of a
      Holder made by any Person in respect of any such action, or, in the case
      of any such vote, prior to such vote, the record date for any such action
      or vote 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 or vote, as the case may be. With regard
      to any record date, only the Holders on such date (or their duly
      designated proxies) shall be entitled to give or take, or vote on, the
      relevant action.

              


      

      


      
        	
                (4)  

              	
                The
      ownership of Securities shall be proved by the Security
      Register.

              


      

      


      
        	
                (5)  

              	
                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.

              


      

      


      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, Attention: Corporate Trust
      Administration; 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 or at any other address previously furnished
      in writing to the Trustee by the
Company.

              


      

      


      SECTION
106.    Notice to Holders;
Waiver.

      


      Where
this Indenture provides for notice of any event to Holders of Securities by the
Company or the Trustee, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each such Holder affected by such event, at his address as
it appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice. In any
case where notice to Holders of Securities 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
of Securities given as provided herein. Any notice mailed to a Holder in the
manner herein prescribed shall be conclusively deemed to have been received by
such Holder, whether or not such Holder actually receives such
notice.

      


      If by
reason of the suspension of or irregularities in regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification to Holders of  

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      Securities
as shall be made with the approval of the Trustee shall constitute a sufficient
notification to such Holders for every purpose hereunder.

       

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

       

      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.

       

      SECTION
107.    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
108.    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
109.    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
110.    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
111.    Benefits of
Indenture.

       

      Nothing
in this Indenture or in the Securities, express or implied, shall give to any
Person, other than the Holders of Securities, any benefit or any legal or
equitable right, remedy or claim under this Indenture.

      


      SECTION
112.    Governing
Law.

      


      This
Indenture and the Securities shall be governed by and construed in accordance
with the laws of the State of Delaware without regard to principles of conflicts
of laws.

      


      SECTION
113.    Legal
Holidays.

      


      In any
case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security or the last date on which a Holder has the right to convert his
Securities shall not be a Business Day, then (notwithstanding any other
provision of this Indenture or of the Securities) payment of interest or
principal (and premium, if any) or conversion of the Securities need not be made
on such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on the Interest Payment Date or Redemption Date, or
at the Stated Maturity, or on such last day for conversion, provided that no
interest shall accrue for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be.

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      


      SECTION
114.    Calculations in Respect of
Securities.

      


      Except as
otherwise provided in this Indenture, the Company shall be responsible for
making all calculations called for under the Securities. The Company shall make
all such calculations in good faith and, absent manifest error, its calculations
shall be final and binding on Holders. The Company upon request will provide a
schedule of its calculations to each of the Trustee and the Conversion Agent, if
different, and each of the Trustee and Conversion Agent is entitled to rely
conclusively and exclusively upon the accuracy of the Company’s calculations
without independent verification. The Trustee will deliver a copy of such
schedule to any Holder upon the written request of such Holder.

      


      ARTICLE
TWO

      Security
Forms

      


      SECTION
201.    Forms
Generally.

      


      The
Securities, the conversion notice and the Trustee’s certificates of
authentication shall be in substantially the forms set forth in this Article,
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 as may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution of the 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 NOT A DEPOSIT OR SAVINGS ACCOUNT AND IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.

      


      SECURITY
FEDERAL CORPORATION

      


      8.0%
Convertible Senior Debentures Due 2029

       

      No.
_____                                                                                           CUSIP
NO. 813903 AA
9                                                                U.S.
$____________

      


      Security
Federal Corporation, a corporation duly organized and validly existing under the
laws of the State of South Carolina (herein called the “ Company ”), which term
includes any successor corporation under the Indenture referred to on the
reverse hereof, for value received hereby promises to pay to ______, or
registered assigns, the principal sum of United States Dollars ($_________) on
December 1, 2029. Payment of the principal of, and premium if any, and interest
on this Security shall be made at the Place of Payment or at the option of the
Company, by check mailed to the address of the Holder of this Security specified
in the Security Register, or by wire transfer in immediately available funds, in
such lawful money of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts.

      


      The issue
date of this Security is December 1, 2009.

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      


      Reference
is made to the further provisions of this Security set forth on the reverse
hereof, including, without limitation, provisions giving the Holder the right to
convert this Security into Common Stock of the Company and to require the
Company to repurchase this Security upon certain events, in each case, on the
terms and subject to the limitations referred to on the reverse hereof and as
more fully specified in the Indenture. Such further provisions shall for all
purposes have the same effect as though fully set forth at this place.
Capitalized terms used but not defined herein shall have such meanings as are
ascribed to such terms in the Indenture.

      


      This
Security shall be deemed to be a contract made under the laws of the State of
Delaware, and for all purposes shall be construed in accordance with and
governed by the laws of said State without regard to principles of conflicts of
law.

      


      


      This
Security shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been manually signed by the
Trustee or a duly authorized authenticating agent under the
Indenture.

      


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

      


      


      Dated
________________________________________

      


      


                  SECURITY FEDERAL
CORPORATION

      


      


      


                  By: 
______________________________________

                  Authorized
Signatory

      


      


      


      
                TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

      

      


      


      


      Dated
________________________________________

      


              WILMINGTON TRUST
COMPANY, not in its individual capacity, but solely

              as Trustee, certifies
that this is one of the Securities described in the within-named
Indenture.

      


      


      


              By: ______________________________________

                                                     Authorized
Signatory

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      SECTION
203.    Form of Reverse of
Security.

      


      SECURITY
FEDERAL CORPORATION

      8.0%
Convertible Senior Debentures Due 2029

      


      This
Security is one of a duly authorized issue of securities of the Company,
designated as its 8.0% Convertible Senior Debentures due 2029 (the
“Securities”), all issued or to be issued under and pursuant to an Indenture
dated as of December 1, 2009, ( the “Indenture”), between the Company and
Wilmington Trust Company (the “Trustee”), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the Holders of the Securities.

      


      Interest. The
Securities will bear interest at a rate of 8.0% per year. The Company will
pay interest semi-annually in arrears on June  1 and December 1 of
each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each, an “Interest Payment Date”). Interest on the Securities will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; provided that the first
Interest Payment Date shall be June 1, 2010.

      


      Interest
will be paid to the person in whose name a Security is registered at the close
of business on the May 15 or November 15, as the case may be, immediately
preceding the relevant Interest Payment Date. Interest on the Notes will be
computed on the basis of a 360-day year composed of twelve 30-day
months.

      


      Ranking. The
Securities rank equally in right of payment with all the Company’s existing and
future unsecured senior Indebtedness and are senior in right of payment to all
of the Company’s existing and future subordinated Indebtedness, if any. The
Securities are effectively subordinated to all debt and other liabilities,
including deposits, trade payables and lease obligations, if any, of the
Company’s subsidiaries.

      


      Redemption at the Option of
the Company. Subject to the terms and conditions of the Indenture, the
Company may redeem all or a portion of the Securities at its option prior to
maturity, at any time on or after December 1, 2019, at 100% of the principal
amount plus accrued and unpaid interest, including Defaulted Interest, if any,
to, but excluding, the Redemption Date, which amount will be paid in
cash.  Unless the Company defaults in the payment of the Redemption
Price, interest will cease to accrue on the Securities or portions thereof
called for redemption on the applicable Redemption Date.

      


      Repurchase by the Company at
the Option of the Holder Upon a Fundamental Change. Except as set forth
in the next sentence, the Company is not required to make mandatory redemption
or sinking fund payments with respect to the Securities. Subject to the terms
and conditions of the Indenture, the Company shall become obligated, at the
option of the Holder, to repurchase all or a portion (which is $1,000 or an
integral multiple thereof) of the Securities if a Fundamental Change occurs at
any time prior to the Stated Maturity at 101% of the principal amount plus
accrued and unpaid interest, including Defaulted Interest, if any, to, but
excluding, the Fundamental Change Repurchase Date, which amount will be paid in
cash.

      


      Withdrawal of Fundamental
Change Repurchase Notice. Holders have the right to withdraw, in whole or
in part, any Fundamental Change Repurchase Notice, as the case may be, by
delivering to the Paying Agent a written notice of withdrawal in accordance with
the provisions of the Indenture.

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      


      Payment of Fundamental
Change Repurchase Price. If cash sufficient to pay the Fundamental Change
Repurchase Price of all Securities or portions thereof to be repurchased on a
Fundamental Change Repurchase Date is deposited with the Paying Agent on the
Fundamental Change Repurchase Date, such Securities will cease to be outstanding
and interest will cease to accrue on such Securities (or portions thereof)
immediately after such Fundamental Change Repurchase Date, and the Holder
thereof shall have no other rights as such (other than the right to receive the
Fundamental Change Repurchase Price upon surrender of such
Security).

       

      Conversion. Subject
to and in compliance with the provisions of the Indenture (including without
limitation the conditions of conversion of this Security set forth in Article
Thirteen thereof), the Holder hereof has the right, at its option, to convert
the principal amount hereof or any portion of such principal which is $1,000 or
an integral multiple thereof, into cash and shares of Common Stock, if any, in
each case at the Conversion Price. The initial Conversion Price is equal to
$20.00 aggregate principal amount of Securities for each share of Common Stock,
subject to adjustment in certain events described in the Indenture. No
fractional shares will be issued upon any conversion, but an adjustment and
payment in cash will be made, as provided in the Indenture, in respect of any
fraction of a share which would otherwise be issuable upon the surrender of any
Securities for conversion. Securities in respect of which a Holder is exercising
its right to require repurchase on a Fundamental Change Repurchase Date may be
converted only if such Holder withdraws its election to exercise such right in
accordance with the terms of the Indenture.

      


      Defeasance Prior to
Maturity.  The Indenture contains provisions for defeasance of
(i) the entire indebtedness of the Securities or (ii) certain covenants and
Events of Default with respect to the Securities, subject to the terms and
conditions of the Indenture.

      


      Restrictive
Covenants. The Indenture imposes certain limitations on the Company,
including limitations on the Company’s ability to create or incur Indebtedness
senior to the Securities or issue, transfer, sell or create a lien on the
capital stock of the Bank and on the Company’s ability to engage in mergers or
consolidations or the conveyance, transfer or lease of all or substantially all
of its properties and assets. These limitations are subject to a number of
important qualifications and exceptions and reference is made to the Indenture
for a more complete description thereof.

      


      If an
Event of Default shall occur and be continuing, the principal plus interest,
including Defaulted Interest, if any, through such date on all the Securities
may be declared due and payable in the manner and with the effect provided in
the Indenture.

      


      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 under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of not less than a
66-2/3% in aggregate principal amount of the Outstanding Securities. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Outstanding Securities, on
behalf of the Holders of all the Securities, 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
any provision of or applicable to 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.

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      


      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 Security,
the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and
offered the Trustee reasonable indemnity satisfactory to it, the Trustee shall
not have received from the Holders of a majority in principal amount of
Outstanding Securities a direction inconsistent with such request, and the
Trustee 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 the principal amount, Redemption Price or Fundamental Change
Repurchase Price hereof 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 amount or Redemption Price or
Fundamental Change Repurchase Price of, and interest, including Defaulted
Interest, if any, 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 the City of Wilmington, 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 authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

      


      The
Securities are issuable only in registered form without coupons in denominations
of $5,000 and any integral multiple of $1,000 above that amount, as provided in
the Indenture and subject to certain limitations therein set forth. Securities
are exchangeable for a like aggregate principal amount of Securities 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 and the Security Registrar 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 the Note Registrar 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.

      


      A
director, officer, employee or stockholder of the Company shall not have any
liability for any obligations of the Company under the Securities or the
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Security waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of the Securities

       

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      


      This
Security will not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent.

      


      Customary
abbreviations may be used in the name of a Holder or an assignee, such as: TEN
COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

      


      Each
Holder of a Security covenants and agrees by his or her acceptance thereof to
comply with and be bound by the foregoing provisions and by the terms of the
Indenture.

      


      This
Security is unsecured by any collateral, including the assets of the Company or
any of its Subsidiaries or other Affiliates.

      


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

      


      SECTION
204.    Form of Trustee’s
Certificate of Authentication.

       

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

       

      


      


      


      


      Dated
___________________

       

      


                         ________________________________________

                          
Not
in its individual capacity, but solely as Trustee

      


      


                          By __________________________________________________________

                          Authorized
Officer

       

      
 

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      SECTION
205.    Form of Conversion
Notice.

      


      To:
Security Federal Corporation

      


      The
undersigned registered owner of this Security hereby exercises the option to
convert this Security, or the portion hereof (which is $1,000 principal amount
or an integral multiple thereof) below designated, into cash and shares of
Common Stock, if any, in accordance with the terms of the Indenture referred to
in this Security, and directs that the check in payment of the cash deliverable
upon such conversion for fractional shares, and any Securities representing any
unconverted principal amount hereof, be issued and delivered to the registered
holder hereof unless a different name has been indicated below. If shares or any
portion of this Security not converted are to be issued in the name of a person
other than the undersigned, the undersigned will pay all transfer taxes payable
with respect thereto.  Any
amount required to be paid to the undersigned on account of interest accompanies
this Security.

       

      
        Principle
amount to be converted

        (in an
integral multiple of $1,000, if less than all)

        $____________

         

               
Fill in for registration of shares (please print name and address):

         

         

        
          	 
	Name 
	 
	 
	 
	Street
      Address 
	 
	 
	 
	City, State and Zip
      Code 


        

         

         

        


         

        Please
insert Social Security or

        Other
Taxpayer Identification Number

        ______________________________

        
 

        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

      

       

      
        
          	Dated  ________________________________________	 	Signature(s) _____________________________________________


        

        
          	 	 	
                  (must
      correspond with the name  as writtenupon the face of the
      Security in everyparticular without alteration or enlargementor any change
      whatever) 

                


        

         

      

      
        


        Fill in
for registration of shares of Common Stock and Securities

        if to be
delivered other than to and in the name of the registered holder (please print
name and address).

         

        
        

         

        
          	 	 	 
	Name 	 	 
	 	 	 
	 	 	 
	 	 	 
	(Address) 	 	Signature
      Guarantee* 
	 	 	 
	 	 	 
	 	 	 
	City, State and Zip
      Code 	 	 
	 	 	
                  *Signature(s)
      must be guaranteed by aparticipant in a recognized SignatureGuarantee
      MedallionProgram (or rother signature guarantor acceptable to the
      Trustee). 

                


        

        


      

      SECTION
206.    Form of Fundamental Change
Repurchase Notice.

      


      To:
Security Federal Corporation

      
    The
undersigned registered owner of this Security hereby acknowledges receipt of a
notice from Security Federal Corporation (the “Company”) as to the occurrence of
a Fundamental Change with respect to the Company and requests and instructs the
Company to repay the entire principal amount of this Security, or the portion
thereof (which is $1,000 principal amount or an integral multiple thereof) below
designated, in accordance with the terms of the Indenture referred to in this
Security, to the registered holder hereof.

      
        
          


          Principal
amount to be repaid

          (in an
integral multiple of $1,000, if less than all)

           

          $____________

           

          Please
insert Social Security or

          Other
Taxpayer Identification Number

          ______________________________

          


          
          

           

          
            	 	 	 
	Dated:  __________________________	 	Signature(s): _____________________________________________


          

          
            
              	 	 	
                      (must
      correspond with the name  as writtenupon the face of the
      Security in everyparticular without alteration or enlargementor any change
      whatever) 

                    


            

             

             

            
              
                
                

              

              
                19

                
                  

                

              

              
                
                

              

            

             

            
              	 	 	 
	 	Signature
      Guarantee* __________________________________________


            

            
              	 	 	 
	 	
                      *Signature(s)
      must be guaranteed by aparticipant in a recognized SignatureGuarantee
      MedallionProgram (or othersignature guarantor acceptable to the
      Trustee). 

                    


            

             

          

           Section
207.  Form
of Assignment and Transfer

        

      

      


      
        For value
received the undersigned hereby sell(s), assign(s) and transfer(s)
unto

        


        Please
insert Social Security or Other

        Taxpayer
Identification Number

        ________________________________

        


         

                                                                                                                                                    

        
          

        

        (NAME AND ADRESS OF ASSIGNEE, INCLUDING ZIP CODE, MUST BE PRINTED
OR 

        TYPEWRITTEN)

         

                                                                                                                                                    

        
          
            

          
the within Security, and hereby irrevocably constitutes and appoints

                                                                                                                                                    

         

        
          

        

        to transfer the said Security on the books of the Company, with full
power of substitution in the premises.

         

        
        

         

        
          	 	 	 
	Dated:
      _________________________ 	 	Signature(s): ______________________________________________
	 	 	
                  (must
      correspond with the name  as writtenupon the face of the
      Security in everyparticular without alteration or enlargementor any change
      whatever) 

                
	 	 	 
	 	 	
                  Signature
      Guarantee* _______________________________________ 

                
	 	 	
                  *Signature(s)
      must be guaranteed by aparticipant in a recognized SignatureGuarantee
      Medallion Program (or othersignature guarantor acceptable to the
      Trustee). 

                


        

         

      

      


      ARTICLE
THREE

      The
Securities

      


      SECTION
301.    Title and
Terms.

      


      The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is limited to $15,000,000, except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities pursuant to Section 305, 306, 906, 1108 or
1302.

      


      The
Securities shall be known and designated as the “8.0% Convertible Senior
Debentures due 2029” of the Company.  Their Stated Maturity shall be
December 1, 2029, and they shall bear interest at the rate of 8.0% per annum,
from the Date of Issue or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, as the case may be, payable
semi-annually on June 1 and December 1, until the principal thereof is paid or
made available for payment.

       

      The principal of (and premium, if any) and interest on the Securities
shall be payable at the Corporate Trust Office and at any other office or agency
maintained by the Company for such purpose; 

       

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      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, or upon application by a Holder to the Security
Registrar not later than the relevant Record Date for such interest payment, by
wire transfer in immediately available funds to such Holder’s account within the
United States, which application shall remain in effect until the Holder
notifies the Security Registrar to the contrary in writing.

      


      The
Securities shall be redeemable as provided in Article Eleven and may be required
to be repurchased by the Company under certain circumstances as provided in
Article Fourteen.

      


      The
Securities shall be convertible as provided in Article Thirteen.

      


      SECTION
302.    Ranking.

      


      The
Securities constitute a senior unsecured general obligation of the Company,
ranking equally in right of payment all of the existing and future senior
unsecured and unsubordinated Indebtedness of the Company and ranking senior in
right of payment to any existing and future Indebtedness of the Company that is
expressly made subordinate to the Securities by the terms of such Indebtedness,
including the Company’s Floating Rate Junior Subordinate Deferrable Interest
Debentures Due 2036.

      


      SECTION
303.    Denominations.

      


      The
Securities shall be issuable only in registered form without coupons and only in
denominations of $5,000 and $1,000 integral multiple increments
thereof.

      


      SECTION
304.    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, under its corporate seal reproduced thereon 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 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 such Company
Order shall authenticate and deliver such Securities as in this Indenture
provided and not otherwise.

      


      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.

       

       

      
        
          
          

        

        
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      SECTION
305.    Temporary
Securities.

      


      Pending
the preparation of definitive Securities, 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 are issued, the Company will cause definitive Securities to
be prepared without unreasonable delay. After the preparation of definitive
Securities, the temporary Securities shall be exchangeable for definitive
Securities upon surrender of the temporary Securities at any office or agency of
the Company designated pursuant to Section 1002, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities, the
Company shall execute, and upon Company Order the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities of
authorized denominations. Until so exchanged the temporary Securities shall in
all respects be entitled to the same benefits under this Indenture as definitive
Securities.

      


      SECTION
306.    Registration; Registration
of Transfer and Exchange.

      


      The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register (the register maintained in such office and in any other office or
agency designated pursuant to Section 1002 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 Trustee 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 at an office or agency of
the Company designated pursuant to Section 1002 for such purpose, the Company
shall execute, and upon Company Order the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of any authorized denominations and of a like aggregate principal
amount.

      


      At the
option of the Holder, and subject to the other provisions of this Section 306
and to Section 310, Securities may be exchanged for other Securities of any
authorized denominations and of a like 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
upon Company Order 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 305, 906, or 1302 not involving any transfer.

       

       

      
        
          
          

        

        
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      Neither
the Company nor the Security Registrar shall not be required (i) to issue,
register the transfer of or exchange any Security during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities selected for redemption under Section 1104 and ending
at the close of business on the day of such mailing, (ii) 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,
(iii) exchange or register a transfer of any Security (a) that has been
surrendered for conversion or (b) as to which a Fundamental Change Repurchase
Notice has been delivered and not withdrawn, except that where such Fundamental
Change Repurchase Notice provides that such Security is to be purchased only in
part, the Company and the Security Registrar shall be required to exchange or
register a transfer of the portion thereof not to be purchased.

      


      SECTION
307.    Mutilated, Destroyed, Lost
and Stolen Securities.

      


      If any
mutilated Security is surrendered to the Trustee, the Company shall execute, and
upon Company Order the Trustee shall authenticate and deliver in exchange
therefore a new Security 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 upon Company Order the Trustee shall authenticate
and deliver, in lieu of any such destroyed, lost or stolen Security, a new
Security 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 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
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
308.    Payment of Interest;
Interest Rights Preserved.

      


      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 

       

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

      


      Any
interest on any Security 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 (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 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 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 (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 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.

      


      In the
case of any Security which is converted after any Regular Record Date and on or
prior to the next succeeding Interest Payment Date (other than any Security
whose Maturity is prior to such Interest Payment Date), interest whose Stated
Maturity is on such Interest Payment Date shall be payable on such Interest
Payment Date notwithstanding such conversion, and such interest (whether or not
punctually paid or duly provided for) 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 such Regular Record Date. Except as otherwise expressly provided
in the immediately preceding sentence, in the case of any 

       

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      Security
which is converted, interest whose Stated Maturity is after the date of
conversion of such Security shall not be payable.

      


      SECTION
309.    Persons Deemed
Owners.

      


      Prior 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
308) 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.

      


      SECTION
310.    Cancellation.

      


      All
Securities surrendered for payment, redemption, registration of transfer or
exchange or conversion shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly canceled by it. The
Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. All canceled Securities held by
the Trustee shall be disposed of in accordance with its procedures (subject to
the record retention requirements of the Exchange Act).

      


      SECTION
311.    Computation of
Interest.

      


      Interest on the Securities shall be
computed on the basis of a 360-day year of twelve 30-day months.

      


      SECTION
312.    Authentication and Delivery
of Original Issue.

      


      Forthwith
upon the execution and delivery of this Indenture, or from time to time
thereafter, Securities up to the aggregate principal amount of $15,000,000 may
be executed by the Company and delivered to the Trustee for authentication, and
shall thereupon by authenticated and delivered by the Trustee upon Company
Order, without any further action by the Company.

      


      


      ARTICLE
FOUR

      Satisfaction
and Discharge

      


      SECTION
401.    Discharge of
Indenture.

      


      When
(a) the Company shall deliver to the Trustee for cancellation all
Securities theretofore authenticated (other than any Securities that have been
destroyed, lost or stolen and in lieu of or in substitution for which other
Securities shall have been authenticated and delivered) and not theretofore
canceled, or (b) all the Securities not theretofore canceled or delivered
to the Trustee for cancellation shall have become due and payable, or are by
their terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and the Company shall deposit with the
Trustee, in trust, funds sufficient 

       

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      to pay at
maturity or upon redemption of all of the Securities (other than any Securities
that shall have been mutilated, destroyed, lost or stolen and in lieu of or in
substitution for which other Securities shall have been authenticated and
delivered) not theretofore canceled or delivered to the Trustee for
cancellation, including principal and interest, including Defaulted Interest, if
any, due or to become due to such date of maturity or redemption date, as the
case may be, accompanied by a verification report, as to the sufficiency of the
deposited amount, from an independent certified accountant or other financial
professional satisfactory to the Trustee, and if the Company shall also pay or
cause to be paid all other sums payable hereunder by the Company, then this
Indenture shall cease to be of further effect (except as to (i) remaining
rights of registration of transfer, substitution and exchange and conversion of
Securities, (ii) rights hereunder of Holders of Securities to receive
payments of principal of and interest, including Defaulted Interest, if any, on,
the Securities and the other rights, duties and obligations of Holders of
Securities, as beneficiaries hereof with respect to the amounts, if any, so
deposited with the Trustee and (iii) the rights, obligations and immunities
of the Trustee hereunder), and the Trustee, on written demand of the Company
accompanied by an Officers’ Certificate and an Opinion of Counsel each stating
that all conditions precedent herein provided for relating to the satisfaction
and discharge of this Indenture have been complied with (upon which the Trustee
shall be entitled to conclusively and exclusively rely) and at the cost and
expense of the Company, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture; the Company, however, hereby
agrees to reimburse the Trustee for any costs or expenses thereafter reasonably
and properly incurred by the Trustee and to compensate the Trustee for any
services thereafter reasonably and properly rendered by the Trustee in
connection with this Indenture or the Securities.

      


      SECTION
402.    Deposited Monies to be Held
in Trust by Trustee.

      


      Subject
to Section 404, all monies deposited with the Trustee pursuant to
Section 401 shall be held in trust for the sole benefit of the Holders, and
such monies shall be applied by the Trustee to the payment, either directly or
through any paying agent (including the Company if acting as its own paying
agent), to the holders of the particular Securities for the payment or
redemption of which such monies have been deposited with the Trustee, of all
sums due and to become due thereon for principal and interest, including
Defaulted Interest, if any.

      


      SECTION
403.    Paying Agent to Repay Monies
Held.

      


      Upon the
satisfaction and discharge of this Indenture, all monies then held by any paying
agent of the Securities (other than the Trustee) shall, upon written request of
the Company, be repaid to it or paid to the Trustee, and thereupon such paying
agent shall be released from all further liability with respect to such
monies.

      


      SECTION
404.    Return of Unclaimed
Monies.

      


      Subject
to the requirements of applicable law, any monies deposited with or paid to the
Trustee for payment of the principal of or interest, including Defaulted
Interest, if any, on Securities and not applied but remaining unclaimed by the
holders of Securities for two years after the date upon which the principal of
or interest, including Defaulted Interest, if any, on such Securities, as the
case may be, shall have become due and payable, shall be repaid to the Company
by the Trustee on demand and all liability of the Trustee shall thereupon cease
with respect to such monies; and the holder of any of the Securities shall
thereafter look only to the Company for any payment that such holder may be
entitled to collect unless an applicable abandoned property law designates
another Person.

       

       

      
        
          
          

        

        
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      SECTION
405.    Reinstatement.

      


      If the
Trustee or the paying agent is unable to apply any money in accordance with
Section 402 by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company’s obligations under this Indenture and the Securities shall be revived
and reinstated as though no deposit had occurred pursuant to Section 401
until such time as the Trustee or the paying agent is permitted to apply all
such money in accordance with Section 402; provided, however, that if the
Company makes any payment of interest on or principal of any Security following
the reinstatement of its obligations, the Company shall be subrogated to the
rights of the holders of such Securities to receive such payment from the money
held by the Trustee or paying agent.

      


      


      ARTICLE
FIVE

      Remedies

      


      SECTION
501.    Events of
Default.

      


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

      


      
        	
                (1)  

              	
                the
      entry by a court having jurisdiction in the premises of a decree or order
      for relief in respect of the Company in an involuntary case or proceeding
      under the Bankruptcy Law, as now or hereafter constituted, and the
      continuance of any such 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
      the Bankruptcy Law, as now or hereafter constituted, or the consent by the
      Company to the entry of a decree or order for relief in an involuntary
      case or proceeding under any such law;
or

              


      

      


      
        	
                (3)  

              	
                (i)
      the appointment by the FRB, the FDIC or the OTS (or other competent
      government agency having primary regulatory authority over any Major
      Depository Institution Subsidiary) under any applicable federal or state
      banking, insolvency or other similar law now or hereafter in effect of a
      receiver, conservator or other similar official for any Major Depository
      Institution Subsidiary or for all or substantially all of its assets or
      (ii) 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 Major Depository Institution
      Subsidiary insolvent or bankrupt, or appointing any receiver, conservator
      or other similar official for any Major Depository Institution Subsidiary
      or for all or substantially all of its assets, or ordering the winding up
      or liquida­tion of its affairs;
or

              


      

      


      
        	
                (4)  

              	
                (i)
      the filing by any Major Depository Institution Subsidiary with the FRB,
      the FDIC or the OTS (or other competent government agency having primary
      regulatory authority over any Major Depository Institution Subsidiary) 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 (ii) the commencement by any Major Depository
      Institution Subsidiary 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 for any
      Major Depository Institution Subsidiary or for all or substantially all of
      its assets, or the consent by any Major Depository Institution Subsidiary
      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
      Major Depository Institution
Subsidiary

              


      

      
 

      
        
          
          

        

        
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                  insolvent
      or bankrupt, or appointing any receiver, conservator or other similar
      official for any Major Depository Institution Subsidiary or for all or
      substantially all of its assets, or ordering the winding up or liquidation
      of its affairs, or the taking of any corporate action by any Major
      Depository Institution Subsidiary in furtherance of such action;
      or

                


        

        
          
          

        

      

      
        	
                (5)  

              	
                default
      in the payment of any interest upon any Security or any amount payable
      hereunder when the same shall become due and payable, and continuance of
      such default for a period of 30 days;
or

              


      

      


      
        	
                (6)  

              	
                default
      in the payment of the principal of (or premium, if any, on) or Fundamental
      Change Repurchase Price on any Security when the same shall become due and
      payable, whether at the Stated Maturity thereof, by acceleration or
      otherwise; or

              


      

      


      
        	
                (7)  

              	
                Subject
      to Section 602, default in the performance, or breach, of any material
      covenant or warranty of the Company contained 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), and continuance of
      such default or breach for a period of 60 days after there has been given,
      by registered or certified mail, to the Company by the Trustee or to the
      Company and the Trustee by the Holders of at least 25% in principal amount
      of the Outstanding Securities a written notice specifying such default or
      breach and requiring it to be remedied and stating that such notice is a
      "Notice of Default" hereunder; or

              


      

      


      
        	
                (8)  

              	
                a
      default under any bond, debenture, note or other evidence of indebtedness
      for money borrowed by the Company or a Subsidiary or under any mortgage,
      indenture or instrument under which there may be issued or by which there
      may be secured or evidenced any indebtedness for money borrowed by the
      Company or a Subsidiary (including this Indenture), whether such
      indebtedness now exists or shall hereafter be created, which default shall
      have resulted (i) in a failure to pay an aggregate principal amount
      exceeding $5.0 million of such indebtedness when due or upon the
      expiration of any applicable grace period with respect thereto or (ii) in
      such indebtedness in an amount exceeding $5.0 million becoming or, with
      the giving of notice or lapse of time or both, being declared due and
      payable prior to the date on which it would otherwise have become due and
      payable, without such indebtedness having been discharged, or such
      acceleration having been rescinded or annulled, within a period of 10 days
      after there shall have 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 a written
      notice specifying such default and requiring the Company to cause such
      indebtedness to be dis­charged or cause such acceleration to be
      rescinded or annulled and stating that such notice is a "Notice of
      Default" hereunder; provided, however, that any such default shall not be
      deemed to have occurred if and so long as the Company shall contest the
      validity thereof in good faith by appropriate proceedings;
    or

              


      

      


      
        	
                (9)  

              	
                the
      Bank shall at any time become subject to a statutory or regulatory
      prohibition against the payment of dividends or other capital
      distributions to the Company and such prohibition is not removed or
      otherwise made inapplicable within a period of 90 days from the date on
      which such prohibition first became applicable;
  or

              


      

      


      
        	
                (10)  

              	
                the
      Bank shall fail to meet the criteria required for classification as an
      “adequately capitalized” Insured Depositary Institution within the meaning
      of 12 U.S.C. 1831o and any implementing regulations or any successor
      provisions and such failure is not cured within a period of 90 days from
      the date of such failure or, if such failure is the result of a change in
      statute or regulation, such failure is not cured within a period of 180
      days from the date of such failure.

              


      

      


      As used
in this Section 501, the term “Bankruptcy Law” means Title 11, U.S. Code or
any similar Federal or state law for the relief of debtors.

       

       

      
        
          
          

        

        
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      SECTION
502.    Acceleration of Maturity;
Rescission and Annulment.

      


      If an
Event of Default occurs and is continuing, then and in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities may declare the principal of all the Securities 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 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, 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;

              


      

      


      
        	
                (b)  

              	
                the
      principal of (and premium, if any, on) any Securities which have become
      due otherwise than by such declaration of acceleration and interest
      thereon at the rate borne by the
Securities;

              


      

      


      
        	
                (c)  

              	
                to
      the extent that payment of such interest is lawful, interest upon overdue
      interest at the rate borne by the 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 Defaults, other than the non-payment of the principal of the
      Securities which have become due solely by such
      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 any of the Events of Default specified in paragraphs
(5) or (6) of Section 501 occurs, 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 premium, if any) and
interest, and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal (and premium, if any) and on any
overdue interest, at the rate borne by the Securities, and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

      


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

       

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

      


      If an
Event of Default occurs and is continuing, the Trustee may in its discretion
proceed to protect and enforce its rights and the rights of the Holders 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 the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjust­ment, composition or other judicial
proceeding relative to the Company (or any other obligor upon the Securities),
its property or its creditors, the Trustee (irrespective of whether the
principal of the Securities shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand on the Company for the payment of overdue principal or
interest) shall be entitled and empowered, by intervention in such proceeding or
otherwise, 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 may be a member of the creditors'
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.

      


      Any money
or property 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 or property on account of principal (or
premium, if any) 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; and

       

      
 

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

      SECOND:  To
the payment of the amounts then due and unpaid for principal of (and premium, if
any), the Fundamental Change Repurchase Price, 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 premium, if any) and
interest, respectively.

      


      THIRD:  To
the payment of the remainder, if any, to the Company or to such party as a court
of competent jurisdiction shall direct.

      


      SECTION
507.    Limitation on
Suits.

      


      No Holder
of any Security 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
      Event of Default;

              


      

      


      
        	
                (2)  

              	
                the
      Holders of not less than 25% in principal amount of the Outstanding
      Securities shall have made written request to the Trustee to institute
      proceedings in respect of such Event of Default in its own name as Trustee
      hereunder;

              


      

      


      
        	
                (3)  

              	
                such
      Holder or Holders have offered to the Trustee satisfactory Indemnity
      against the costs, expenses and liabilities to be incurred in compliance
      with such request;

              


      

      


      
        	
                (4)  

              	
                the
      Trustee for 60 days after its receipt of such notice, request and offer 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;

              


      

      


      it being
understood and intended that no one or more 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 Holders, or to obtain or
to seek to obtain priority or preference over any other Holders or to enforce
any right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all the Holders.

      


      
        	
                SECTION
      508.

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

              


      

      


      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), the Fundamental Change Repurchase Price and (subject
to Section 308) 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 convert such Security in accordance with Article Thirteen and to
institute suit for the enforcement of any such payment and right to convert, and
such rights shall not be impaired without the consent of such
Holder.

       

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

      


      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 307, 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 Security 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 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, provided that

      


      
        	
                (1)  

              	
                such
      direction shall not be in conflict with any rule of law or with the
      Indenture, and

              


      

      


      
        	
                (2)  

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

              


      

      


      
        	
                (3)  

              	
                the
      Trustee need not take any action that might involve it in personal
      liability or be unduly prejudicial to the Holders of Securities not
      joining therein (but the Trustee shall have no obligation as to the
      determination of such undue
prejudice).

              


      

      


      


      SECTION
513.    Waiver of Past
Defaults.

      


      The
Holders of not less than a majority in principal amount of the Outstanding
Securities may on behalf of the Holders of all the Securities waive any past
default hereunder (including an Event of Default) and its consequences, except a
default

       

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

      


      
        	
                (1)  

              	
                in
      the payment of the principal of (or premium, if any) or the Fundamental
      Change Repurchase Price or interest on any Security,
  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 affected.

              


      

      


      Upon any
such waiver, such default shall cease to exist, and any default arising
therefrom shall be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other default or
impair any right consequent thereon.

      


      SECTION
514.    Undertaking for
Costs.

      


      All
parties to this Indenture agree, and each Holder of Securities, by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorney’s fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of (or premium, if any) or interest on any Securities on or after
the Stated Maturity (or, in the case of redemption, or on after the Redemption
Date or in the case of repayment pursuant to Article Fourteen, on or after the
Fundamental Change Repurchase Date).

      


      SECTION
515.    Waiver of 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 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.

      


      
        	
                (1)  

              	
                Except
      during the continuance of an Event of
Default,

              


      

      


      
        	
                (a)  

              	
                the
      Trustee undertakes to perform such duties and only such duties as are
      specifically set forth in this Indenture, and the Trustee shall not be
      liable except for the performance of such duties and obligations as are
      specifically set forth in this Indenture, and no implied covenants or
      obligations shall be read into this Indenture against the Trustee;
      and

              


      

       

      
 

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

      
        	
                (b)  

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

              


      

      


      
        	
                (2)  

              	
                In
      case an Event of Default has occurred and is continuing, the Trustee shall
      exercise such of the rights and powers vested in it by this Indenture, and
      use the same degree of care and skill in their exercise, as a prudent man
      would exercise or use under the circumstances in the conduct of his own
      affairs.

              


      

      


      
        	
                (3)  

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

              


      

      


      
        	
                (a)  

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

              


      

      


      
        	
                (b)  

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

              


      

      


      
        	
                (c)  

              	
                the
      Trustee shall not be liable with respect to any action taken or omitted to
      be taken by it in good faith in accordance with the direction of the
      Holders of a majority in principal amount of the Outstanding Securities
      relating to the time, method and place of conducting any proceeding for
      any remedy available to the Trustee, or exercising any trust or power
      conferred upon the Trustee, under this Indenture;
  and

              


      

      


      
        	
                (d)  

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

              


      

      


      
        	
                (4)  

              	
                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 and subject to Section 315 and 316 of the
  TIA.

              


      

      


      SECTION
602.    Notice of
Defaults.

      


      Within 90
days after the occurrence of any event of default hereunder (or any event which
is, or after notice or lapse of time or both would become, an Event of Default)
the Trustee shall transmit by mail to all Holders of Securities, as their names
and addresses appear in the Security Register, notice of such default hereunder
known to a Responsible Officer of the Trustee, unless such default shall have
been cured or waived; provided, however, that, except in the case of a default
in the payment of the principal of (or premium, if any) or interest on any
Security, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive 

       

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

       

      committee
or a trust committee of directors and/or Responsible Officers of the Trustee in
good faith determine that the withholding of such notice is in the interests of
the Holders; and provided, further, that in the case of any event default of the
character specified in Sections 501(7) no such notice to Holders of Securities
shall be given until at least 60 days after the occurrence thereof.

      


      SECTION
603.    Certain Rights of
Trustee.

      


      Subject
to the provisions of Section 601 and TIA Section 315(a) through
315(d):

      


      
        	
                (1)  

              	
                the
      Trustee may rely and shall be protected in acting or refraining from
      acting upon any resolution, Officer's Certificate, certificate, statement,
      instrument, opinion, report, notice, request, direction, consent, order,
      bond, debenture or other paper or document believed by it to be genuine
      and to have been signed or presented by the proper party or
      parties;

              


      

      


      
        	
                (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, in the absence of bad
      faith on its part, rely upon an Officers'
  Certificate;

              


      

      


      
        	
                (4)  

              	
                before
      the Trustee acts or refrains from acting, the Trustee may consult with
      counsel and the advice of such counsel or any Opinion of Counsel shall be
      full and complete authorization and protection in respect of any action
      taken, suffered or omitted by it hereunder in good faith and in reliance
      thereon;

              


      

      


      
        	
                (5)  

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

              


      

      


      
        	
                (6)  

              	
                prior
      to the occurrence of an Event of Default hereunder and after the curing or
      waiving of all Events of Default, the Trustee shall not be bound to make
      any investigation into the facts or matters stated in any resolution,
      Officer's Certificate, or other certificate, statement, instrument,
      opinion, report, notice, request, consent, order, approval, appraisal,
      bond, debenture, note, coupon, security, or other paper or document unless
      requested in writing so to do by the Holders of not less than a majority
      in aggregate principal amount of the Securities then outstanding; provided
      that, if the payment within a reasonable time to the Trustee of the costs,
      expenses or liabilities likely to be incurred by it in the making of such
      investigation is, in the opinion of the Trustee, not reasonably assured to
      the Trustee by the security afforded to it by the terms of this Indenture,
      the Trustee may require satisfactory indemnity against such expenses or
      liabilities as a condition to proceeding; the reasonable expenses of every
      such examination shall be paid by the Company or, if advanced by the
      Trustee, shall be repaid by the Company upon
  demand;

              


      

       

      
 

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

      
        	
                (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 it takes or omits to take in
      good faith which action or omission it believes to be authorized or within
      its rights or powers;

              


      

      


      
        	
                (9)  

              	
                the
      Trustee shall not be required to give any bond or surety in respect of the
      performance of its powers and duties
hereunder;

              


      

      


      
        	
                (10)  

              	
                the
      Trustee shall not be bound to ascertain or inquire as to the performance
      or observance of any covenants, conditions or agreements on the part of
      the Company, except as otherwise set forth herein, but the Trustee may
      require of the Company full information and advice as to the performance
      of the covenants, conditions and agreements contained herein and shall be
      entitled in connection herewith to examine the books, records and premises
      of the Company;

              


      

      


      
        	
                (11)  

              	
                the
      permissive rights of the Trustee to do things enumerated in this Indenture
      shall not be  construed as a duty and the Trustee shall not be
      answerable for other than its negligence or willful default;
      and

              


      

      


      
        	
                (12)  

              	
                except
      for an Event of Default under Section 501(5) or (6) hereof, or a Default
      which a Responsible Officer of the Trustee has "actual knowledge", the
      Trustee shall not be deemed to have notice of or knowledge of any Default
      or Event of Default unless specifically notified in writing of such event
      by the Company or the Holders of not less than 25% in aggregate principal
      amount of the Securities Outstanding; as used herein, the term "actual
      knowledge" means the actual fact or statement of knowing, without any duty
      to make any investigation with regard
thereto;

              


      

      


      
        	
                (13)  

              	
                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;

              


      

      


      
        	
                (14)  

              	
                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 to each agent, custodian and other Person
      employed to act hereunder; and

              


      

      


      
        	
                (15)  

              	
                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 the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or 

       

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

      sufficiency
of this Indenture or of the Securities. The Trustee shall not be accountable for
the use or application by the Company of Securities or the proceeds
thereof.

      


      SECTION
605.    May Hold
Securities.

      


      The
Trustee, 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,
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 to
in writing with the Company.

      


      SECTION
607.    Compensation and
Reimbursement.

      


      The
Company agrees:

      


      
        	
                (1)  

              	
                to
      pay to the Trustee from time to time reasonable compensation (it being
      understood and agreed that the fees set forth in the Trustee’s fee
      agreement or fee schedule are deemed reasonable) for all services rendered
      by it hereunder, including extraordinary services rendered in connection
      with or during the continuation of a default 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)  

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

              


      

      


      
        	
                (3)  

              	
                to
      indemnify the Trustee and each of its respective directors, officers,
      agents and employees for, and to hold each of them harmless against, any
      loss, liability or expense, arising out of or in connection with the
      acceptance or administration of the trust or trusts or the performance of
      its duties 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 except to the extent
      any such loss, liability or expense may be attributable to its own gross
      negligence or bad faith.

              


      

      


      As
security for the performance of the obligations of the Company under this
Section, the Trustee shall have a lien prior to the Securities upon all property
and funds held or collected by the Trustee as such, except funds held in trust
for the payment of principal of (or premium, if any) or interest (including
Defaulted Interest, if any) on the Securities.

       

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

      


      When the
Trustee incurs expenses or renders services in connection with an Event of
Default described in Section 501(5) and (6), such expenses (including the fees
and expense of its counsel) and the compensation for such services are intended
to constitute expenses of administration under any Bankruptcy Law.

      


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

      


      SECTION
608.    Disqualification;
Conflicting Interests.

      


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

      


      SECTION
609.    Corporate Trustee Required;
Eligibility.

      


      There
shall at all times be a Trustee hereunder that shall be eligible to act as
Trustee under TIA Section 310(a)(1) and shall have a combined capital and
surplus of at least $50,000,000 or is a subsidiary of a corporation that shall
be a Person that has a combined capital and surplus of at least $50,000,000 and
that unconditionally guarantees the obligations of the Trustee hereunder. If
such Trustee or Person publishes reports of condition at least annually,
pursuant to law or the requirements of Federal, State, Territorial or District
of Columbia supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Trustee or Person shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.  If at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article.

      


      SECTION
610.    Resignation and Removal;
Appointment of Successor.

       

      


      
        	
                (1)  

              	
                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 requirement of Section
609.

              


      

      


      
        	
                (2)  

              	
                The
      Trustee may resign at any time with respect to the Securities by giving
      written notice thereof to the Company. If an instrument of acceptance by a
      successor Trustee shall not have been delivered to the Trustee within 30
      days after the giving of such notice of resignation, the resigning Trustee
      may (at the sole cost and expense of the Company) petition any court of
      competent jurisdiction for the appointment of a successor
      Trustee.

              


      

      


      
        	
                (3)  

              	
                The
      Trustee may be removed at any time with respect to the Securities by Act
      of the Holders of a majority in principal amount of the Outstanding
      Securities delivered to the Trustee and to the
  Company.

              


      

      


      
        	
                (4)  

              	
                If
      at any time:

              


      

      


      
        	
                (a)  

              	
                the
      Trustee shall fail to comply with the provisions of Section 613 or TIA
      Section 310(b) after written request therefor by the Company or by any
      Holder of a Security who has been a bona fide Holder of a Security for at
      least six months, or

              


      

       

      
 

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

      
        	
                (b)  

              	
                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 Holder of a
      Security who has been a bona fide Holder of a Security for at least six
      months, or

              


      

      


      
        	
                (c)  

              	
                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, (i)
      the Company by or pursuant to a Board Resolution may remove the Trustee
      and appoint a successor Trustee with respect to the Securities, or (ii)
      subject to TIA Section 315(e), any Holder of a Security 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 the Securities
      and the appointment of a successor Trustee or
  Trustees.

              


      

      


      
        	
                (5)  

              	
                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 or pursuant to a
      Board Resolution, shall promptly appoint a successor Trustee or Trustees
      with respect to the Securities. If, within one year after such
      resignation, removal or incapability, or the occurrence of such vacancy, a
      successor Trustee with respect to the Securities shall be appointed by the
      Holders of a majority in principal amount of the outstanding Securities
      delivered to the Company and the retiring Trustee, the successor Trustee
      so appointed shall, forthwith upon its acceptance of such appointment,
      become the successor Trustee with respect to the Securities and to that
      extent supersede the successor Trustee appointed by the Company. If no
      successor Trustee with respect to the Securities shall have been so
      appointed by the Company or the Holders of Securities and accepted
      appointment in the manner hereinafter provided, any Holder of a Security
      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 appointment of a successor Trustee with
      respect to the Securities.

              


      

      


      
        	
                (6)  

              	
                The
      Company shall give notice of each resignation and each removal of the
      Trustee with respect to the Securities and each appointment of a successor
      Trustee in the manner provided for notices to the Holders of Securities in
      Section 106.  Each notice shall include the name of the
      successor Trustee and the address of its Corporate Trust
      Office.

              


      

      


      SECTION
611.    Acceptance of Appointment by
Successor.

      


      Every
successor Trustee appointed hereunder shall execute, acknowledge and deliver to
the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on 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. 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.

      


      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.

       

      
 

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

      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, 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 which shall be authorized
to act on behalf of the Trustee to authenticate Securities issued upon original
issue and upon exchange, registration of transfer, partial conversion or partial
redemption 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. Whenever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such references 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 the corporate agency or corporate trust
business of an Authenticating Agent, shall continue to be an Authenticating
Agent, provided such corporation shall be otherwise eligible under this Section,
without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.

       

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

      


      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 to all Holders in the manner provided in Section 106. 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 is made pursuant to this Section, the Securities 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 described in the within-mentioned Indenture.

       

      


      Dated:  _________________,

      _______________________________________                 


      Not
in its individual capacity , but solely as
Trustee                


      


      


      
 

      By
___________________________________

      As
Authenticating Agent

      


      


      


      By
___________________________________

      Authorized
Officer

      


      


      


      


      



      
        
           


        

        
          41 


          
            

          

        

        
           


        

      


      


      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)  

              	
                semi-annually,
      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 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 its capacity
as Security Registrar.

      


      SECTION
702.    Preservation of Information;
Communication to Holders.

      


      
        	
                (1)  

              	
                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.

              


      

      


      
        	
                (2)  

              	
                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 duties of the Trustee, shall be as provided by the Trust
      Indenture Act.

              


      

      


      
        	
                (3)  

              	
                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.

      


      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 

       

       

      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

       

      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.

      


      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 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 the Securities and the performance or observance of every covenant of
      this Indenture on the part of the Company to be performed or observed and
      shall have provided for conversion rights in accordance with Section
      1311;

              


      

      


      
        	
                (2)  

              	
                immediately
      after giving effect to such transaction, no Default or Event of Default,
      shall have happened and be
continuing;

              


      

      


      
        	
                (3)  

              	
                immediately
      after giving effect to such transaction, each Insured Depository
      Institution controlled by the entity which is formed by such
      consolidation, share exchange or business combination or with which the
      Company is merged, or by the Person which acquired by conveyance or
      transfer all or substantially all of the properties and assets of the
      Company, shall be in compliance with all applicable minimum Regulatory
      Capital Requirements; and

              


      

      


      
        	
                (4)  

              	
                the
      Company has delivered to the Trustee an Officers' Certificate and an
      Opinion of Counsel, each stating that such consolidation, merger,
      conveyance, transfer or lease and, 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, 

       

       

      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

       

      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
      cure any ambiguity or correct any omission, defect or inconsistency
      contained herein, so long as such action will not materially and adversely
      affect the interest of the Holders; provided that any such
      amendment made solely to conform the provisions of the Indenture to the
      description thereof contained in the Prospectus shall be deemed not to
      adversely affect the interests of the Holders of the
      Securities;

              


      

      


      
        	
                (2)  

              	
                to
      provide for the assumption by a successor corporation, partnership, trust
      or limited liability company of the obligations of the Company contained
      herein;

              


      

      


      
        	
                (3)  

              	
                to
      add guarantees with respect to the
Securities;

              


      

      


      
        	
                (4)  

              	
                to
      secure the Securities;

              


      

      


      
        	
                (5)  

              	
                to
      add to the covenants of the Company for the benefit of the Holders of the
      Securities, or to surrender any right or power herein conferred upon the
      Company;

              


      

      


      
        	
                (6)  

              	
                to
      add or modify any other provision herein with respect to matters or
      questions arising hereunder which the Company and the Trustee may deem
      necessary or desirable and which does not materially and adversely affect
      the rights of any Holder of the Securities;
and

              


      

      


      
        	
                (7)  

              	
                to
      modify, eliminate or add to the provisions of the Indenture to such extent
      as shall be necessary to effect the qualification of the Indenture under
      the Trust Indenture Act, or under any similar federal statute hereafter
      enacted.

              


      

      


      SECTION
902.     Supplemental Indentures with
Consent of Holders.

      


      With the
consent of the Holders of not less than 66-2/3% in principal amount of the
Outstanding Securities, 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 under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby:

      


      
        	
                (1)  

              	
                reduce
      the principal amount of Outstanding Securities whose Holders are required
      for any waiver of compliance with certain provisions of this Indenture or
      certain defaults hereunder

              


      

       

      
 

      
        
          
          

        

        
          44

          
            

          

        

        
          	
                   

                	
                  their
      consequences provided for in this Indenture or a supplemental indenture or
      an amendment to the Indenture;

                


          
          

        

      

      
        	
                (2)  

              	
                reduce
      the rate or extend the time of payment of any interest, including any
      Defaulted Interest, on any
Security;

              


      

      


      
        	
                (3)  

              	
                reduce
      the principal of, or extend the Stated Maturity of, any
      Security;

              


      

      


      
        	
                (4)  

              	
                make
      any change that impairs or adversely affects the conversion rights or
      Conversion Price of any Security;

              


      

      


      
        	
                (5)  

              	
                reduce
      the Fundamental Change Repurchase Price of any Security or amend or modify
      in any manner adverse to the Holders of Securities the Company’s
      obligation to make such payments, whether through an amendment or waiver
      of provisions in the covenants, definitions or
  otherwise;

              


      

      


      
        	
                (6)  

              	
                make
      any Security payable in currency other than that stated in such
      Security;

              


      

      


      
        	
                (7)  

              	
                change
      the ranking of the Securities in any manner that adversely affects the
      rights of Holders of Securities under the
  Indenture;

              


      

      


      
        	
                (8)  

              	
                impair
      the right of a Holder to receive payment of principal and interest,
      including any Defaulted Interest, on such Holder’s Securities, or alter
      the due date therefore or to institute a suit for the enforcement of any
      payment on or with respect to such Holder’s Securities;
  or

              


      

      


      
        	
                (9)  

              	
                modify
      any of the provisions of Section 902(1) through
  (8).

              


      

      


      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 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.

      


      


      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

      


      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
authenticated and delivered after the execution of any supplemental Indenture
pursuant to this Article may bear a notation in form satisfactory to the Trustee
as to any matter provided for in such supplemental indenture. If the Company
shall so determine, new Securities 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 upon Company Order authenticated and delivered
by the Trustee in exchange for Outstanding Securities.

      


      SECTION
907.    Notice to Holders of
Supplemental Indentures.

      


      The Company shall cause notice of the
execution of any supplemental indenture to be mailed to each Holder, at the
address appearing on the Security Register provided for in this Indenture,
within 20 days after execution thereof. Failure to deliver such notice shall not
affect the legality or validity of such supplemental indenture.

      


      ARTICLE
TEN

      Covenants

      


      SECTION
1001.    Payment of Principal,
Premium and Interest.

      


      The
Company will duly and punctually pay the principal of (and premium, if any) and
interest on the Securities in accordance with the terms of the Securities and
this Indenture.

      


      SECTION
1002.    Maintenance of Office or
Agency.

      


      The
Company will maintain an office or agency in a Place of Payment where Securities
may be presented or surrendered for payment, where Securities may be surrendered
for registration of transfer or exchange, where Securities may be surrendered
for conversion and where notices and demands to or upon the Company in respect
of the Securities 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.

      


      SECTION
1003.    Money for Security to Be
Held in Trust.

      


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

       

      
 

      
        
          
          

        

        
          46

          
            

          

        

        
          
          

        

      

      Whenever
the Company shall have one or more Paying Agents, it will, prior to each due
date of the principal of (and premium, if any) or interest on, any Securities,
deposit with a Paying Agent a sum sufficient to pay the principal (and premium,
if any) or interest, so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal, premium or interest, and
(unless such Paying Agent is the Trustee) the Paying Agent will promptly notify
the Trustee of any default by the Company in the making of any such
payment.

      


      The
Company will cause each Paying Agent other than the Trustee to execute and
deliver to the Trustee an instrument in which such Paying Agent shall agree with
the Trustee, subject to the provisions of this Section, that such Paying Agent
will:

      


      
        	
                (1)  

              	
                hold
      all sums held by it for the payment of principal of (and premium, if any)
      or interest on Securities in trust for the benefit of the Persons entitled
      thereto until such sums shall be paid to such Persons or otherwise
      disposed of as herein provided;

              


      

      


      
        	
                (2)  

              	
                give
      the Trustee notice of any default by the Company (or any other obligor
      upon the Securities) in the making of any such payment of principal (and
      premium, if any) or interest; and

              


      

      


      
        	
                (3)  

              	
                at
      any time during the continuance of any such default, upon the written
      request of the Trustee, forthwith pay to the Trustee all sums so held in
      trust by such Paying Agent.

              


      

      


      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 Paging 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.

      


      To the
fullest extent permitted by applicable law, 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 or the
Fundamental Change Repurchase Price and remaining unclaimed for more than 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.

      


      SECTION
1004.  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 it or upon its income, profits or property and (2) all
lawful claims for labor, materials and supplies which, if unpaid, might by law
become a lien upon its property; 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 

       

       

      
        
          
          

        

        
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      appropriate
proceedings or any such tax assessment, charge or claim if not disadvantageous
in any material respect to the Holders of Securities.

      


      SECTION
1005.    Maintenance of
Properties.

      


      The
Company will:  (a) cause all its properties used or useful in the
conduct of its business and that of its Subsidiaries to be maintained and kept
in good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent the Company or a Subsidiary
from discontinuing the operation and maintenance of any of its properties if
such discontinuance is, in the reasonable judgment of the Company or a
Subsidiary, desirable in the conduct of its business and not disadvantageous in
any material respect to the Holders; and (b) take all appropriate steps to
maintain the licenses and permits used in the conduct of the business of the
Company and its Subsidiaries; provided, however, that nothing in this subsection
shall prevent the Company or a Subsidiary from selling, abandoning or otherwise
disposing of any such license or permit if such sale, abandonment or disposition
is, in the judgment of the Company or a Subsidiary, desirable in the conduct of
its business and not disadvantageous in any material respect to the Holders of
the Securities.

      


      SECTION
1006.    Corporate Existence of the
Company and Subsidiaries.

      


      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 the corporate existence, rights
(charter and statutory) and franchises of the Company and its Subsidiaries;
provided, however, that the Company shall not be required to preserve any 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.

      


      The
Company shall preserve and keep in full force and effect the Bank's status as a
Wholly Owned Subsidiary and an Insured Depositary Institution and do all things
necessary to ensure that the deposit accounts of the Bank are insured by the
FDIC or any successor organization up to the maximum amount permitted by the
Federal Deposit Insurance Act and regulations thereunder or by any succeeding
federal law hereafter enacted.

      


      SECTION
1007.    Insurance.

      


      Subject
to the right to sell, abandon or otherwise dispose of any building or property
whenever in the opinion of the Company the retention thereof is inadvisable or
not necessary to the business of the Company and its Subsidiaries, the Company
will at all times maintain and cause each of its Subsidiaries to maintain
insurance (either in the name of the Company or in the name of its Subsidiary)
on all of its or its Subsidiary's properties against loss or damage from hazards
and risks to the person, rights and property of others, to the extent that such
insurance is usually carried by corporations similarly situated and engaged in a
like business; provided, however, that nothing in this Section shall prevent the
Company or any subsidiary from maintaining any self-insurance program covering
minor risks conforming to the practices of similar corporations maintaining
self-insurance if adequate reserves are maintained in connection with such
program and if not disadvantageous in any material respect to the
Holders.

       

       

      
        
          
          

        

        
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      SECTION
1008.    Limitations on Dividends,
Redemptions, Etc.

      


      The
Company will not (1) declare or pay any dividend or make any other distribution
on any Junior Securities of the Company, except dividends or distributions
payable in Junior Securities of the Company, or (2) purchase, redeem or
otherwise acquire or retire for value any Junior Securities of the Company,
except Junior Securities acquired upon conversion thereof into other Junior
Securities of the Company, or (3) permit a Subsidiary to purchase, redeem or
otherwise acquire or retire for value any Junior Securities of the Company, if,
upon giving effect to such dividend, distribution, purchase, redemption or other
acquisition, a default in the payment of any interest upon any Security when it
becomes due and payable or a default in the payment of the principal of (or
premium, if any, on) any Security at its Maturity shall have occurred and be
continuing.

      


      SECTION
1009.    Restrictions on Issuance and
Sale of Capital Stock or Dispositions of the Bank.

      


      The
Company shall not sell, transfer or otherwise dispose of any shares of the
Capital Stock of the Bank or permit the Bank to issue, sell or otherwise dispose
of shares of its Capital Stock unless, in either case, the Bank remains a Wholly
Owned Subsidiary.  The Company shall not permit the Bank to merge or
consolidate with any other Person (other than the Company), unless the surviving
entity is the Bank or a Wholly Owned Subsidiary, or permit the Bank to convey or
transfer its properties and assets substantially as an entirety to any Person,
except to the Company or a Wholly Owned Subsidiary.  The Bank shall
not issue any Capital Stock of the Bank, preferred or otherwise, which has
priority or preference senior to any Capital Stock of the Bank owned directly or
indirectly by the Company.

      


      SECTION
1010.    Limitations on Transactions
with Affiliates

      


      The
Company shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, enter into any transaction or series of related transactions
(including, without limitation, the sale, purchase, exchange or lease of assets,
property or services) with any Affiliate of the Company (other than the Company
or any Wholly Owned Subsidiary) unless:  (i) such transaction or
series of related transactions is in writing on terms that are no less favorable
to the Company or such Subsidiary, as the case may be, than would be available
in a comparable transaction in an arm's-length dealing with a person that is not
such an Affiliate or, in the absence of comparable transactions, on terms that
in good faith would be offered to a person that is not an Affiliate; (ii) with
respect to any transaction or series of related transactions involving aggregate
payments in excess of $1,500,000 or more, the Company delivers an Officers'
Certificate to the Trustee certifying that such transaction or series of related
transactions complies with clause (i) above and such transaction or series of
related transactions has been approved by a majority of the Disinterested
Directors of the Board of Directors of the Company and (iii) with respect to any
transaction or series of related transactions involving aggregate payments in
excess of $2,500,000 or more or, in the event no members of the Board of
Directors of the Company are Disinterested Directors with respect to any
transaction or series of transactions included in clause (ii) above, (x) in the
case of a transaction involving real property, the aggregate rental or sale
price of such real property shall be the fair market sale or rental value of
such real property as determined in a written opinion by a certified expert with
experience in appraising the terms and conditions of the type of transaction or
series of transactions for which approval is required, and (y) in all other
cases, the Company delivers to the Trustee a written opinion of a certified
expert with experience in appraising the terms and conditions of the type of
transaction or series of transactions for which approval is required to the
effect that the transaction or series of transactions are fair to the Company or
such Subsidiary from a financial point of view.  The

       

       

      
        
          
          

        

        
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       limitation
set forth in this paragraph shall not apply to (i) transactions entered into
pursuant to any agreement already in effect on the date of this Indenture, (ii)
residential mortgage, credit card and other consumer loans to an Affiliate who
is an officer, director or employee of the Company or any of its Subsidiaries
provided that such loan is made on terms and conditions consistent with the
practices of the Bank as of the date of the Indenture or (iii) any
indemnification provisions in the Company's Articles of Incorporation or Bylaws
as of the date of the Indenture.

      


      SECTION
1011.    Books and
Records.

      


      The
Company shall, and shall cause each Subsidiary to, at all times keep proper
books of record and account in which proper entries shall be made in accordance
with generally accepted accounting principles and, to the extent applicable,
regulatory accounting principles.

      


      SECTION
1012.    Statement as to
Compliance.

      


      The
Company will deliver to the Trustee, within 120 days after the end of each
fiscal year, a written statement signed by the President or a Vice President and
by the Treasurer, an Assistant Treasurer, the Controller or an Assistant
Controller of the Company, stating, as to each signor 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 or her
      supervision; and

              


      

      


      
        	
                (2)  

              	
                to
      the best of his or her knowledge, based on such review, the Company has
      fulfilled all the conditions and covenants set forth in Article Ten and
      any other obligation specifically imposed upon it under this Indenture
      throughout such year, or, if there has been a default in the fulfillment
      of any such condition, covenant or obligation, the Company shall deliver
      to the Trustee as soon as possible, and in any event within five days
      after the Company becomes aware or should reasonably have become aware of
      the occurrence of any Default or Event of Default, an Officers'
      Certificate specifying each such default known to him or her and the
      nature and status thereof and what action the Company is taking or
      proposes to take with respect
thereto.

              


      

      


      SECTION
1013.    Limitation on Indebtedness
Senior to the Securities.

      


      Notwithstanding
any other provision in this Indenture, the Company shall not incur any
Indebtedness which would be senior in right of payment to the Securities;
provided, however, the limitation set forth in this Section 1013 shall not
affect the Company's ability to incur additional Indebtedness or Indebtedness
which is collateralized.

      


      SECTION
1014.    Notice of a Fundamental
Change, Events of Default or Default.

      


      The
Company agrees to give the Trustee prompt written notice of any Fundamental
Change, Event of Default or Default of which the Company has actual
knowledge.

      


      SECTION
1015.    Limitation on Liens on
Bank.

      


      The
Company shall not create, assume, incur or suffer to exist any mortgage, pledge,
incumbrance, lien or charge of any kind upon the Capital Stock of the Bank,
including its security or collateral for indebtedness or borrowed money or
otherwise.

       

       

      
        
          
          

        

        
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      SECTION
1016.    Compliance with Requirements
of Article Fourteen.

      


      The
Company shall comply with the obligations imposed on it under Article Fourteen
of this Indenture.

      


      SECTION
1017.   Waiver of Certain
Covenants.

      


      The
Company may except as otherwise required by law omit in any particular instance
to comply with any covenant or condition set forth in Sections 1004 to 1015,
inclusive, if before or after the time for such compliance the Holders of at
least a majority in principal amount of the Securities at the time Outstanding
shall, by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such covenant or condition, but no such waiver
shall extend to or affect such covenant 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 covenant or
condition shall remain in full force and effect.

      


      ARTICLE
ELEVEN

      Redemption
of Securities

      


      SECTION
1101.    Right of
Redemption.

      


      Provided
that at the time of first giving of notice of redemption the Company is not in
default in the payment of any Indebtedness and that at such time the making of
such redemption would not result in a default in any covenant contained in any
indenture or other instrument pursuant to which Indebtedness is outstanding, the
Company may, at its option, redeem all or from time to time any part of the
Securities on any date prior to maturity but not before December 1, 2019 at 100%
of the principal to be redeemed plus, any interest accrued on the Securities so
redeemed to the Redemption Date, exclusive of installments of interest whose
Stated Maturity is on or prior to the Redemption Date, payment of which shall
have been made or duly provided for to the registered Holders of Securities on
relevant Record Dates in accordance with Section 308.

      


      SECTION
1102.    Applicability of
Article.

      


      Redemption
of Securities at the election of the Company or otherwise, as permitted or
required by any provision of this Indenture, shall be made in accordance with
such provision and this Article.

      


      SECTION
1103.    Election to Redeem; Notice
to Trustee.

      


      The
election of the Company to redeem any Securities shall be evidenced by a Board
Resolution delivered to the Trustee.  In case of any redemption at the
election of the Company of less than all of the Securities, the Company shall,
at least 45 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee) notify the Trustee in
writing of such Redemption Date and of the principal amount of Securities to be
redeemed.

      


      SECTION
1104.    Selection by Trustee of
Securities to be Redeemed.

      


      If less
than all the Securities are to be redeemed, 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 not previously called for
redemption, pro rata, by lot or by such method as 

       

       

      
        
          
          

        

        
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      the
Trustee shall deem fair and appropriate and which may provide for the selection
for redemption of portions of the principal of Securities of a denomination
larger than $1,000.  The portions of the principal of Securities so
selected for partial redemption shall be equal to $1,000 or the smallest
authorized denomination of the Securities, whichever is greater, or a multiple
thereof.

      


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

      


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

      


      SECTION
1105.    Notice of
Redemption.

      


      Notice of
redemption shall be given by the Company 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 or her 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 Outstanding Securities are to be redeemed, the
      identification (and, in the case of partial redemption, the respective
      principal amounts) of the Securities to be
  redeemed,

              


      

      


      
        	
                (4)  

              	
                that
      on the Redemption Date the Redemption Price will become due and payable
      upon each such Security, and that interest thereon shall cease to accrue
      from and after said date, and

              


      

      


      
        	
                (5)  

              	
                the
      place where such Securities are to be surrendered for payment of the
      Redemption Price, which shall be an office or agency of the Company in
      each Place of Payment.

              


      

      


      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 written request, by the Trustee in the
name and at the expense of the Company.

      


      SECTION
1106.    Deposit of Redemption
Price.

      


      On or
prior to 10:00 a.m. at the Place of Payment on any Redemption Date, the Company
shall deposit with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money sufficient to pay the Redemption Price of, and
accrued interest on, all the Securities which are to be redeemed on that
date

      


       

       

      
 

      
        
          
          

        

        
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        SECTION
1107.    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 such
Securities for redemption in accordance with said notice, such Securities shall
be paid by the Company at the Redemption Price, together with any accrued
interest to the Redemption Date.  Installments of interest whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Securities registered as such on the relevant Record Dates
according to their terms and the provisions of Section 308.

      

      


      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 borne by the Security.

      


      SECTION
1108.    Securities Redeemed in
Part.

      


      Any
Security which is to be redeemed only in part shall be surrendered at a Place of
Payment (with 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 or her attorney duly authorized in writing) and the Company shall
execute, and upon Company Order the Trustee shall authenticate and deliver to
the Holder of such Security without service charge, a new Security or
Securities, of any authorized denominations 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

      Defeasance

      


      SECTION
1201.    Defeasance Upon Deposit of
Moneys or U.S. Government Obligations.

      


      At the
Company's option, either (a) the Company shall be deemed to have been Discharged
(as defined below) from its obligations with respect to the Securities on the
91st day after the applicable conditions set forth below have been satisfied or
(b) the Company shall cease to be under any obligation to comply with any term,
provision or condition set forth in Sections 1006, 1008, 1009, 1010, 1012, and
1015 with respect to the Securities at any time after the applicable conditions
set forth below have been satisfied:

      


      
        	
                (1)  

              	
                the
      Company shall have irrevocably deposited or caused to be irrevocably
      deposited with the Trustee, as trust funds and/or obligations in trust,
      specifically pledged as security for, and dedicated solely to, the benefit
      of the Holders of the Securities (i) money in an amount, or (ii) U.S.
      Government Obligations (as defined below) which through the payment of
      interest and principal in respect thereof in accordance with their terms,
      without consideration of any reinvestment thereof, will provide, not later
      than one day before the due date of any payment, money in an amount, or
      (iii) a combination of (i) and (ii), sufficient, in the opinion of a
      nationally recognized firm of independent public accountants expressed in
      a written certification thereof delivered to the Trustee (upon which the
      Trustee may conclusively and exclusively rely), to pay and discharge the
      principal of (and premium, if any), and interest on, the outstanding
      Securities on the dates such installments of interest or principal and
      premiums are due;

              


      

       

      
 

      
        
          
          

        

        
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                (2)  

              	
                such
      deposit shall not cause the Trustee with respect to the Securities to have
      a conflicting interest as defined in Section 608 and for purposes of the
      Trust Indenture Act with respect to the
  Securities;

              


      

      


      
        	
                (3)  

              	
                the
      Company shall have delivered to the Trustee an Opinion of Counsel to the
      effect that such deposit will not result in an Event of Default under
      Section 501 or an event which with the giving of notice or lapse of time,
      or both, would become an Event of Default under Section
    501.

              


      

      


      
        	
                (4)  

              	
                the
      Company shall have delivered to the Trustee an Officer's Certificate to
      the effect that no Event of Default or event (including such deposit)
      which, with notice or lapse of time or both, would become Event of Default
      with respect to the Securities shall have occurred and be continuing on
      the date of such deposit and no Event of Default or event which with the
      giving of notice or lapse of time, or both, would become an Event of
      Default shall have occurred and be continuing on the 91st day after such
      date of deposit; and that such deposit shall not result in a breach or
      violation of or constitute a default under any other agreement or
      instrument, material to the Company, to which the Company is a party or by
      which it is bound.

              


      

      


      
        	
                (5)  

              	
                the
      Company shall have delivered to the Trustee an Opinion of Counsel to the
      effect that all conditions precedent herein provided for relating to the
      defeasance contemplated in this Section 1201 have been complied with and
      an Opinion of Counsel (or, in lieu of such Opinion of Counsel, the Company
      has received from, or there has been published by, the Internal Revenue
      Service a ruling) to the effect that the Holders of the Securities or
      Security Owners will not recognize income, gain or loss for Federal income
      tax purposes as a result of such deposit, defeasance or Discharge;
      and

              


      

      


      
        	
                (6)  

              	
                if
      the Securities are to be redeemed, either notice of such redemption shall
      have been given or the Company shall have given the Trustee irrevocable
      direction to give notice of such redemption in the name and at the expense
      of the Company, pursuant to Article
Eleven.

              


      

      


      "Discharged"
means that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by, and obligations under, the Securities and to have
satisfied all the obligations under this Indenture relating to the Securities
(and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except (A)  the rights of Holders
of Securities to receive, from the trust fund described in Section 1201(a)
above, payment of the principal of (and premium, if any) and interest on such
Securities when such payments are due, (B) the Company's obligations with
respect to the Securities under Sections [304, 305, 306, 1002, and 1202] and (C)
the rights, powers, trusts, duties and immunities of the Trustee
hereunder.

      


      "U.S.
Government Obligations" means securities that are (i) direct obligations of the
United States for the payment of which its full faith and credit is pledged, or
(ii) obligations of a Person controlled or supervised by and acting as an agency
or instrumentality of the United States the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States, which, in either case under clauses (i) or (ii), are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust company as custodian with respect
to any such U.S. Government Obligation or a specific payment of interest on or
principal of any such U.S. Government obligation held by such custodian for the
account of the 

       

       

      
        
          
          

        

        
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      holder of
a depository receipt; provided that (except as required by law) such custodian
is not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the U.S. Government Obligation or the specific payment of interest on or
principal of the U.S. Government Obligation evidenced by such depository
receipt.

      


      SECTION
1202.    Deposited Moneys and U.S.
Government Obligations to Be Held in Trust.

      


      All
moneys and U.S. Government Obligations deposited with the Trustee pursuant to
Section 1201 in respect of Securities shall be held in trust and applied by it,
in accordance with the provisions of such 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 Holders of
such Securities, of all sums due and to become due thereon for principal (and
premium, if any) and interest, if any, but such money need not be segregated
from other funds except to the extent required by law.

      


      SECTION
1203.    Repayment to
Company.

      


      The
Trustee and any Paying Agent shall promptly pay or return to the Company upon
Company Request any moneys or U.S. Government Obligations held by them at any
time that, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, are not required for the payment of the principal of (and premium, if
any) and interest on the Securities for which money or U.S. Government
Obligations have been deposited pursuant to Section 1201.

      


      The
provisions of the last paragraph of Section 1003 shall apply to any money held
by the Trustee or any Paying Agent under this Article that remains unclaimed for
two years after the Maturity of the Securities for which money or U.S.
Government Obligations have been deposited pursuant to Section
1201.

      


      SECTION
1204.    Inability of Trustee or
Paying Agent to Apply Money.

      


      If the
Trustee or any Paying Agent is unable to apply any money or U.S. Government
Obligations in accordance with Section 1201 by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
obligations under this Indenture and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to Section 1201 until such
time as the Trustee or any Paying Agent is permitted to apply all such money or
U.S. Government Obligations in accordance with Section 1201.

       

       

      
        
          
          

        

        
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      ARTICLE
THIRTEEN

      Conversion
of Securities

      


      SECTION
1301.    Conversion Privilege and
Conversion Price.

      


      Subject
to and upon compliance with the provisions of this Article, at the option of the
Holder thereof, any Security or any portion of the principal amount thereof
which is $1,000 or an integral multiple of $1,000 may be converted at the
principal amount thereof, or of such portion thereof, into fully paid and
nonassessable shares (calculated as to each conversion to the nearest 1/100 of a
share) of Common Stock of the Company at the Conversion Price, determined as
hereinafter provided, in effect at the time of conversion. Such conversion right
shall expire at the close of business on one Business Day prior to December 1,
2029. In case a Security or portion thereof is called for redemption at the
election of the Company, such conversion right in respect of the Security or
portion so called shall expire at the close of business one business day prior
to the Redemption Date unless the Company defaults in making the payment due
upon redemption.

      


      The price
at which shares of Common Stock shall be delivered upon conversion (herein
called the "Conversion Price") shall be initially $20.00 per share of Common
Stock. The Conversion Price shall be adjusted by the Company in certain
instances as provided in this Article Thirteen (with written notice thereof
provided by the Company to the Trustee and the Conversion Agent, if
different).

      


      SECTION
1302.    Exercise of Conversion
Privilege.

      


      In order
to exercise the conversion privilege, the Holder of any Security to be converted
shall surrender such Security, duly endorsed or assigned to the Company or in
blank, at any office or agency of the Company maintained for that purpose
pursuant to Section 1002, accompanied by written notice of conversion in the
form provided on the Security (or such other notice as is acceptable to the
Company) at such office or agency that the Holder elects to convert such
Security or, if less than the entire principal amount thereof is to be
converted, the portion thereof to be converted. Securities surrendered for
conversion during the period from the close of business on any Regular Record
Date next preceding any Interest Payment Date to the opening of business on such
Interest Payment Date (except in the case of Securities or portions thereof
which have been called for redemption on a Redemption Date within such period)
shall be accompanied by payment in cash, or by certified check or by official
bank check in New York Clearing House funds or other funds acceptable to the
Company of an amount equal to the interest payable on such Interest Payment Date
on the principal amount of Securities being surrendered for conversion. Subject
to the provisions of Section 308 relating to the payment of Defaulted Interest
by the Company, the interest payment with respect to a Security called for
redemption on a Redemption Date during the period from the close of business on
any Regular Record Date next preceding any Interest Payment Date to the opening
of business on such Interest Payment Date shall be payable on such Interest
Payment Date to the Holder of such Security at the close of business on such
Regular Record Date notwithstanding the conversion of such Security after such
Regular Record Date and prior to such Interest Payment Date, and the Holder
converting such Security need not include a payment of such interest payment
amount upon surrender of such Security for conversion. Except as provided in the
preceding sentence and subject to the final paragraph of Section 308, no payment
or adjustment shall be made upon any conversion on account of any interest
accrued on the Securities surrendered for conversion or on account of any
dividends on the Common Stock issued upon conversion.

       

       

      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      

      


      Securities
shall be deemed to have been converted immed­iately prior to the close of
business on the day of surrender of such Securities for conversion in accordance
with the foregoing provisions, and at such time the rights of the Holders of
such Securities as Holders shall cease, and the Person or Persons entitled to
receive the Common Stock issuable upon conversion shall be treated for all
purposes as the record holder or holders of such Common Stock at such time. As
promptly as practicable on or after the conversion date, the Company shall issue
and shall deliver at such office or agency a certificate or certificates for the
number of full shares of Common Stock issuable upon conversion, together with
payment in lieu of any fraction of a share, as provided in Section
1303.

      


      In the
case of any Security which is converted in part only, upon such conversion the
Company shall execute, and upon Company Order the Trustee shall authenticate and
deliver to the Holder thereof, at the expense of the Company, a new Security or
Securities of authorized denominations in aggregate principal amount equal to
the unconverted portion of the principal amount of such Security.

      


      SECTION
1303.    Fractions of
Shares.

      


      No
fractional shares of Common Stock shall be issued upon conversion of Securities.
If more than one Security shall be surrendered for conversion at one time by the
same Holder, the number of full shares which shall be issuable upon conversion
thereof shall be computed on the basis of the aggregate principal amount of the
Securities (or specified portions thereof), the Company shall pay a cash
adjustment in respect of such fraction in an amount equal to the same fraction
of the daily Closing Price per share of Common Stock (consistent with Section
1304(8) below) at the close of business on the day of conversion.

      


      SECTION
1304.    Adjustment of Conversion
Price.

      


      
        	
                (1)  

              	
                In
      case the Company shall pay or make a dividend or other distribution on any
      class of capital stock of the Company in Common Stock, the Conversion
      Price in effect at the opening of business on the day following the date
      fixed for the determi­nation of stockholders entitled to receive such
      dividend or other distribution shall be reduced by multiplying such
      Conver­sion Price by a fraction of which the numerator shall be the
      number of shares of Common Stock outstanding at the close of business on
      the date fixed for such determination and the denominator shall be the sum
      of such number of shares and the total number of shares constituting such
      dividend or other distribution, such reduction to become effective
      immediately after the opening of business on the day following the date
      fixed for such determination. For the purposes of this para­graph (1),
      the number of shares of Common Stock at any time outstanding shall not
      include shares held in the treasury of the Company but shall include
      shares issuable in respect of scrip certificates issued in lieu of
      fractions of shares of Common Stock. The Company will not pay any dividend
      or make any distribution on shares of Common Stock held in the treasury of
      the Company.

              


      

      


      
        	
                (2)  

              	
                In
      case the Company shall issue rights, options or warrants to all holders of
      its Common Stock (not being available on an equivalent basis to Holders of
      the Securities upon conversion) entitling them to subscribe for or
      purchase shares of Common Stock at a price per share less than the current
      market price per share (determined as provided in paragraph (8) of this
      Section) of the Common Stock on the date fixed for the determination of
      stockholders entitled to receive such rights, options or warrants (other
      than pursuant to a dividend reinvestment plan), the Conversion Price in
      effect at the opening of business on the day following the date fixed for
      such determination shall be reduced by multiplying such Conversion Price
      by a fraction of 

              


      

       

       

      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

      

      
        	
                  

              	
                which
      the numerator shall be the number of shares of Common Stock outstanding at
      the close of business on the date fixed for such determination plus the
      number of shares of Common Stock which the aggregate of the offering price
      of the total number of shares of Common Stock so offered for subscription
      or purchase would purchase at such current market price and the
      denominator shall be the number of shares of Common Stock outstanding at
      the close of business on the date fixed for such determination plus the
      number of shares of Common Stock so offered for subscription or purchase,
      such reduction to become effective immediately after the opening of
      business on the day following the date fixed for such determination. For
      the purposes of this paragraph (2), the number of shares of Common Stock
      at any time outstanding shall not include shares held in the treasury of
      the Company but shall include shares issuable in respect of scrip
      certificates issued in lieu of fractions of shares of Common Stock. The
      Company will not issue any rights, options or warrants in respect of
      shares of Common Stock held in the treasury of the
  Company.

              




      
        	
                (3)  

              	
                In
      case outstanding shares of Common Stock shall be subdivided into a greater
      number of shares of Common Stock, the Conversion Price in effect at the
      opening of business on the day following the day upon which such
      subdivision becomes effective shall be proportionately reduced, and,
      conversely, in case outstanding shares of Common Stock shall each be
      combined into a smaller number of shares of Common Stock, the Conversion
      Price in effect at the opening of business on the day following the day
      upon which such combination becomes effective shall be proportionately
      increased, such reduction or increase, as the case may be, to become
      effective immediately after the opening of business on the day following
      the day upon which such subdivision or combination becomes
      effective.

              


      

      


      
        	
                (4)  

              	
                In
      case the Company shall, by dividend or otherwise, distribute to all
      holders of its Common Stock evidences of its indebtedness or assets
      (including securities, but excluding any rights, options or warrants
      referred to in paragraph (2) of this Section, any dividend or distribution
      paid exclusively in cash and any dividend or distribution referred to in
      paragraph (1) of this Section), the Conversion Price shall be adjusted so
      that the same shall equal the price determined by multiplying the
      Conversion Price in effect immediately prior to the close of business on
      the date fixed for the determination of stockholders entitled to receive
      such distribution by a fraction of which the numerator shall be the
      current market price per share (determined as provided in paragraph (8) of
      this Section) of the Common Stock on the date fixed for such determination
      less the then fair market value (as determined by the Board of Directors,
      whose determination shall be conclusive and described in a Board
      Resolution filed with the Trustee) of the portion of the assets or
      evidences of indebtedness so distributed applicable to one share of Common
      Stock and the denominator shall be such current market price per share of
      the Common Stock, such adjustment to become effective immediately prior to
      the opening of business on the day following the date fixed for the
      determination of stockholders entitled to receive such distribution. In
      any case in which this paragraph (4) is applicable, paragraph (2) of this
      Section shall not be applicable.

              


      

      


      
        	
                (5)  

              	
                In
      case the Company shall, by dividend or otherwise, distribute to all
      holders of its Common Stock cash (excluding any cash that is distributed
      upon a merger or consolidation to  which Section 1311 applies or
      as part of a distribution referred to in paragraph (4) of this Section) in
      an aggregate amount that, combined together with (1) the aggregate amount
      of any other distributions to all holders of its Common Stock made
      exclusively in cash within the 12 months preceding the date of payment of
      such distribution and in respect of which no adjust­ment pursuant to
      this paragraph (5) has been made and (2) the aggregate of any cash plus
      the fair 

              


      

       

       

      
        
          
          

        

        
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                market
      value (as determined by the Board of Directors, whose determination shall
      be conclu­sive and described in a Board Resolution) of consideration
      payable in respect of any tender offer by the Company or any of its
      subsidiaries for all or any portion of the Common Stock concluded within
      the 12 months preceding the date of payment of such distribution and in
      respect of which no adjustment pursuant to paragraph (6) of this Section
      has been made, exceeds 10% of the product of the current market price per
      share of the Common Stock on the date for the determination of holders of
      shares of Common Stock entitled to receive such distribution times the
      number of shares of Common Stock outstanding on such date, then, and in
      each such case, immediately after the close of business on such date for
      determination, the Conversion Price shall be reduced so that the same
      shall equal the price determined by multiplying the Conversion Price in
      effect immediately prior to the close of business on the date fixed for
      determination of the stockholders entitled to receive such distribution by
      a fraction (i) the numerator of which shall be equal to the current market
      price per share (determined as provided in paragraph (8) of this Section)
      of the Common Stock on the date fixed for such deter­mination less an
      amount equal to the quotient of (x) the excess of such combined amount
      over such 10% and (y) the number of shares of Common Stock outstanding on
      such date for determina­tion and (ii) the denominator of which shall
      be equal to the current market price per share (determined as provided in
      paragraph (8) of this Section) of the Common Stock on such date for
      determination.

              


      

       

      
        	
                (6)  

              	
                In
      case a tender offer made by the Company or any Subsidiary for all or any
      portion of the Common Stock shall expire and such tender offer (as amended
      upon the expiration thereof) shall require the payment to stockholders
      (based on the acceptance (up to any maximum specified in the terms of the
      tender offer) of Purchased Shares (as defined below)) of an aggregate
      consideration having a fair market value (as determined by the Board of
      Directors, whose determination shall be conclusive and described in a
      Board Resolution) that combined together with (1) the aggregate of the
      cash plus the fair market value (as determined by the Board of Directors,
      whose determina­tion shall be conclusive and described in a Board
      Resolution), as of the expiration of such tender offer, of consideration
      payable in respect of any other tender offer, by the Company or any
      Subsidiary for all or any portion of the Common Stock expiring within the
      12 months preceding the expiration of such tender offer and in respect of
      which no adjustment pursuant to this paragraph (6) has been made and (2)
      the aggregate amount of any distributions to all holders of the Company's
      Common Stock made exclusively in cash within 12 months preceding the
      expiration of such tender offer and in respect of which no adjustment
      pursuant to paragraph (5) of this Section has been made, exceeds 10% of
      the product of the current market price per share of the Common Stock
      (determined as provided in paragraph (8) of this Section) as of the last
      time (the "Expiration Time") tenders could have been made pursuant to such
      tender offer (as it may be amended) times the number of shares of Common
      Stock outstanding (including any tendered shares) on the Expiration Time,
      then, and in each such case, immediately prior to the opening of business
      on the day after the date of the Expiration Time, the Conversion Price
      shall be adjusted so that the same shall equal the price determined by
      multiplying the Conversion Price in effect immediately prior to close of
      business on the date of the Expiration Time by a fraction (i) the
      numerator of which shall be equal to (A) the product of (i) the current
      market price per share of the Common Stock (determined as provided in
      paragraph (8) of this Section) on the date of the Expiration Time and (ii)
      the number of shares of Common Stock outstanding (including any tendered
      shares) on the Expiration Time less (B) the amount of cash plus the fair
      market value (determined as aforesaid) of the aggregate consideration
      payable to stockholders based on the acceptance (up to any maximum
      specified in the terms of the tender offer) of Purchased Shares, and (ii)
      the denominator of which shall be equal to the product of (A) the current
      market price per share of the Common Stock
  (determined

              


      

       

       

      
        
          
          

        

        
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                as
      provided in paragraph (8) of this Section) as of the Expiration Time and
      (B) the number of shares of Common Stock outstanding (including any
      tendered shares) as of the Expiration Time less the number of all shares
      validly tendered and not withdrawn as of the Expiration Time (the shares
      deemed so accepted up to any such maximum, being referred to as the
      "Purchased Shares").

              


      

       

      
        	
                (7)  

              	
                The
      reclassification of Common Stock into securities including securities
      other than Common Stock (other than any reclassification upon a
      consolidation or merger to which Section 1311 applies) shall be deemed to
      involve (i) a distribution of such securities other than Common Stock to
      all holders of Common Stock (and the effective date of such
      reclassification shall be deemed to be "the date fixed for the
      determination of stockholders entitled to receive such distribution" and
      the "date fixed for such determination" within the meaning of paragraph
      (4) of this Section), and (ii) a subdivision or combination, as the case
      may be, of the number of shares of Common Stock outstanding immediately
      prior to such reclassification into the number of shares of Common Stock
      outstanding immediately thereafter (and the effective date of such
      reclassification shall be deemed to be "the day upon which such
      subdivision becomes effective" or "the day upon which such, combination
      becomes effective," as the case may be, and "the day. upon which such
      subdivision or combination becomes effective" within the meaning of
      paragraph (3) of this Section).

              


      

      


      
        	
                (8)  

              	
                For
      the purpose of any computation under para­graphs (2), (4), (5) and (6)
      of this Section, the current market price per share of Common Stock on any
      date shall be deemed to be the average of the daily Closing Prices for the
      5 consecutive Trading Days selected by the Company commencing not more
      than 20 Trading Days before, and ending not later than, the earlier of the
      day in question and the day before the "ex" date with respect to the
      issuance or distribution requiring such computa­tion. The "Closing
      Price" for each Trading Day shall be the reported last sale price regular
      way or, in case no such reported sale takes place on such day, the average
      of the reported closing bid and asked prices regular way, in either case
      on the OTC Bulletin Board or the principal national securities exchange on
      which the Common Stock is then listed or admitted to trading or, if not
      listed or admitted to trading on the OTC Bulletin Board or any national
      securities exchange, the average of the closing bid and asked prices in
      the over-the-counter market as furnished by any New York Stock Exchange
      member firm selected from time to time by the Company for that purpose.
      For purposes of this paragraph, the term "'ex' date," when used with
      respect to any issuance or distribution, shall mean the first date on
      which the Common Stock trades regular way on such exchange or in such
      market without the right to receive such issuance or
      distribution.

              


      

      


      
        	
                (9)  

              	
                No
      adjustment in the Conversion Price shall be required unless such
      adjustment (plus any adjustments not previously made by reason of this
      paragraph (9)) would require an increase or decrease of at least 1% in
      such price; provided, however, that any adjustments which by reason of
      this paragraph (9) are not required to be made shall be carried forward
      and taken into account in any subsequent adjustment. All calculations
      under this paragraph (9) shall be made to the nearest
  cent.

              


      

      


      
        	
                (10)  

              	
                The
      Company may make such reductions in the Conversion Price, in addition to
      those required by paragraphs (1), (2), (3), (4), (5) and (6) of this
      Section, as it considers to be advisable in order to avoid or diminish any
      income tax to any holders of shares of Common Stock resulting from any
      dividend or distribution of stock or issuance of rights or warrants to
      purchase or subscribe for stock or from any event treated as such for
      Federal income tax purposes or for any
other

              


      

       

       

      
        
          
          

        

        
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                reasons.
      The Company shall have the power to resolve any ambiguity or correct any
      error in this paragraph (10) and its actions in so doing shall be final
      and conclusive.

              




      SECTION
1305.    Notice of Adjustments of
Conversion Price.

      


      Whenever
the Conversion Price is adjusted as herein provided:

      


      
        	
                (1)  

              	
                The
      Company shall compute the adjusted conversion price in accordance with
      Section 1304 and shall prepare a certificate signed by the Treasurer of
      the Company setting forth the adjusted conversion price and showing in
      reasonable detail the facts upon which such adjustment is based, and such
      certificate shall forthwith be filed at each office or agency maintained
      for the purpose of conversion of Securities pursuant to Section 1002 and
      provided to the Trustee and the Conversion Agent, if different;
      and

              


      

      


      
        	
                (2)  

              	
                a
      notice stating that the Conversion Price has been adjusted and setting
      forth the adjusted Conversion Price shall forthwith be required, and as
      soon as practicable after it is required, such notice shall be mailed by
      the Company to all Holders at their last addresses as they shall appear in
      the Security Register.

              


      

      


      SECTION
1306.    Notice of Certain Corporate
Action.

      


      
        	
                (1)  

              	
                In
      case:

              


      

      


      
        	
                (a)  

              	
                the
      Company shall declare a dividend (or any other distribution) on its Common
      Stock payable otherwise than in cash out of its earned surplus;
      or

              


      

      


      
        	
                (b)  

              	
                the
      Company shall authorize the granting to the holders of its Common Stock of
      rights or warrants to subscribe for or purchase any shares of capital
      stock of any class or of any other rights;
or

              


      

      


      
        	
                (c)  

              	
                of
      any reclassification of the Common Stock of the Company (other than a
      subdivision or combination of its outstanding shares of Common Stock), or
      of any consolida­tion, merger or share exchange to which the Company
      is a party and for which approval of any stockholders of the Company is
      required, or of the sale or transfer of all or substantially all of the
      assets of the Company; or

              


      

      


      
        	
                (d)  

              	
                of
      the voluntary or involuntary dissolution, liquidation or winding up of the
      Company;

              


      

      


      then the
Company shall cause to be filed at each office or agency maintained for the
purpose of conversion of Securities pursuant to Section 1002 (with copies to the
Trustee and the Conversion Agent, if different), and shall cause to be mailed to
all Holders of Securities at their last addresses as they shall appear in the
Security Register, at least 20 days (or 10 days in any case specified in clause
(a) or (b) above) prior to the applicable record or effective date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for
the purpose of such dividend, distribution, rights or warrants, or, if a record
is not to be taken, the date as of which the holders of Common Stock of record
to be entitled to such dividend, distribution, rights or warrants are to be
determined, or (y) the date on which such reclassification, consolidation,
merger, share exchange, sale, transfer, dissolution, liquidation or winding up
is expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their shares of
Common Stock for 

       

       

      
        
          
          

        

        
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      securities,
cash or other property deliverable upon such reclassification, consolidation,
merger, share exchange, sale, transfer, dissolution, liquidation or winding up.
Neither the failure to give such notice nor any defect therein shall affect the
legality or validity of the proceedings described in clauses (1) through (4) of
this Section. If at the time the Trustee shall not be the conversion agent, a
copy of such notice shall also forthwith be filed by the Company with the
Trustee.

      


      SECTION
1307.    Company to Reserve Common
Stock.

      


      The
Company shall at all times reserve and keep available out of its authorized but
unissued Common Stock, for the purpose of effecting the conversion of
Securities, the full number of shares of Common Stock then issuable upon the
conversion of all outstanding Securities.

      


      SECTION
1308.    Taxes on
Conversions.

      


      The
Company will pay any and all taxes that may be payable in respect of the issue
or delivery of shares of Common Stock on conversion of Securities pursuant
hereto. The Company shall not, however, be required to pay any tax which may be
payable in respect of any transfer involved in the issue and delivery of shares
of Common Stock in a name other than that of the Holder of the Security or
Securities to be converted, and no such issue or delivery shall be made unless
and until the Person requesting such issue has paid to the Company the amount of
any such tax, or has established to the satisfaction of the Company that such
tax has been paid.

      


      SECTION
1309.    Covenant as to Common
Stock.

      


      The
Company covenants that all shares of Common Stock which may be issued upon
conversion of Securities will upon issue be fully paid and nonassessable and,
except as provided in Section 1308, the Company will pay all taxes, liens and
charges with respect to the issue thereof.

      


      SECTION
1310.    Cancellation of Converted
Securities.

      


      All
Securities delivered for conversion shall be delivered to the Trustee to be
canceled by or at the direction of the Trustee, which shall dispose of the same
as provided in Section 310.

      


      SECTION
1311.    Provisions in Case of
Consolidation, Merger or Sale of Assets.

      


      In case
of any consolidation of the Company with, or merger of the Company into, any
other Person, any merger of another Person into the Company (other than a merger
which does not result in any reclassification, conversion, exchange or
cancel­lation of outstanding shares of Common Stock of the Company) or any
sale or transfer of all or substantially all of the assets of the Company, the
Person formed by such consolidation or resulting from such merger or which
acquires such assets, as the case may be, shall execute and deliver to the
Trustee a supplemental indenture providing that the Holder of each Security then
outstanding shall have the right thereafter, during the period such Security
shall be convertible as specified in Section 1301, to convert such Security only
into the kind and amount of securities, cash and other property receivable upon
such consolidation, merger, sale or transfer by a holder of the number of shares
of Common Stock of the Company into which such Security might have been
converted immediately prior to such consolidation, merger, sale or transfer,
assuming such holder of Common Stock of the Company is not a Person with which
the Company consolidated or into which the Company merged or which merged into
the Company or to which such sale or transfer was made, as the case may be
("constituent Person"), or an Affiliate of a constituent Person, and failed to
exercise his 

       

       

      
        
          
          

        

        
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      rights of
election, if any, as to the kind or amount of securities, cash and other
property receivable upon such consolidation, merger, sale or transfer (provided
that if the kind or amount of securities, cash and other property receivable
upon such consolidation, merger, sale or transfer is not the same for each share
of Common Stock of the Company held immediately prior to such consolidation,
merger, sale or transfer by Persons other than a constituent Person or an
Affiliate thereof and in respect of which such rights of election shall not have
been exercised ("non-electing share"), then for the purpose of this Section the
kind and amount of securities, cash and other property receiva­ble upon such
consolidation, merger, sale or transfer by each non-electing share shall be
deemed to be the kind and amount so receivable per share by a plurality of the
non-electing shares). Such supplemental indenture shall provide for adjustments
which, for events subsequent to the effective date of such supplemental
indenture, shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article. The above provisions of this Section
shall similarly apply to successive consolidations, mergers, sales or
transfers.

      


      SECTION
1312.    Trustee’s
Disclaimer.

      


      Neither
the Trustee nor any Conversion Agent shall at any time be under any duty or
responsibility to any Holder of any Security to determine whether any facts
exist which may require any adjudgment of the Conversion Price, or with respect
to the nature or extent of any such adjustment when made, or with respect to the
method employed, or herein or in any supplemental indenture provided to be
employed, in making the same, it being understood and agreed that the Company
shall be solely responsible for the calculation of the Conversion Price at all
times. Neither the Trustee nor any Conversion Agent shall be accountable with
respect to the validity or value (or the kind or amount) of any shares of Common
Stock or of any securities or property, which may at any time be issued or
delivered upon the conversion of any Security; and neither the Trustee nor any
Conversion Agent makes any representation with respect thereto. Neither the
Trustee nor any Conversion Agent shall be responsible for any failure of the
Company to make any cash payment or to issue, transfer or deliver any shares of
Common Stock or stock certificates or other securities or property upon the
surrender of any Security for the purpose of conversion, or, except as expressly
herein provided, to comply with any of the covenants of the Company contained in
Article Ten or this Article Thirteen.

       

       

      
        
          
          

        

        
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      ARTICLE
FOURTEEN

      Fundamental
Changes and Repurchases Thereupon

      


      SECTION
1401.    Repurchase at Option of
Holders Upon a Fundamental Change.

      


      
        	
                (1)  

              	
                 If
      a Fundamental Change occurs at any time prior to the Maturity of the
      Securities, then each Security Holder shall have the right, at such
      Holder’s option, to require the Company to repurchase all of such Holder’s
      Securities or any portion thereof that is a multiple of $1,000, on a
      Business Day specified by the Company that is no later than the 35th
      calendar day after the date of the Fundamental Change Company Notice (as
      defined below), subject to extension to comply with applicable law (the “
      Fundamental Change Repurchase Date ”), at a repurchase price equal to 101%
      of the principal amount thereof, together with accrued and unpaid interest
      thereon, to, but excluding, the Fundamental Change Repurchase Date (the “
      Fundamental Change Repurchase Price ”); provided, however, that if
      Securities are repurchased pursuant to this Section 1401 between a
      regular Record Date and any Interest Payment Date, the interest, including
      Defaulted Interest, if any, payable in respect of such Interest Payment
      Date to which such Record Date relates, shall be payable to the Holders of
      record as of the corresponding Record
Date.

              


      

      


      
        	
                (2)  

              	
                Repurchases
      of Securities under this Section 1401 shall be made, at the option of
      a Holder of the Securities thereof, upon delivery to the Trustee (or other
      Paying Agent appointed by the Company) by a Holder, prior to the close of
      business on the Business Day immediately preceding the Fundamental Change
      Repurchase Date, subject to extension to comply with applicable law, of a
      duly completed notice (the “ Fundamental Change Repurchase Notice ”) in
      the form set forth on the reverse of the Securities or otherwise
      specifying:

              


      

      


      
        	
                (a)  

              	
                the
      certificate numbers of Securities to be delivered for
      repurchase;

              


      

      


      
        	
                (b)  

              	
                the
      portion of the principal amount of Securities to be repurchased, which
      must be $1,000 or an integral multiple thereof;
  and

              


      

      


      
        	
                (c)  

              	
                that
      the Securities are to be repurchased by the Company pursuant to the
      applicable provisions of the Securities and the
  Indenture.

              


      

      


      Delivery
of the Securities to the Trustee (or other Paying Agent appointed by the
Company) may occur at any time after delivery of the Fundamental Change
Repurchase Notice (together with all necessary endorsements) at the applicable
Corporate Trust Office of the Trustee (or other Paying Agent appointed by the
Company), such delivery being a condition to receipt by the Holder of the
Fundamental Change Repurchase Price therefor, provided  that such
Fundamental Change Repurchase Price shall be so paid pursuant to this
Section 1401 only if the Securities so delivered to the Trustee (or other
Paying Agent appointed by the Company) shall conform on its face to the
description thereof in the related Fundamental Change Repurchase
Notice.

      


      Notwithstanding
anything herein to the contrary, any Holder delivering to the Trustee (or other
Paying Agent appointed by the Company) the Fundamental Change Repurchase Notice
contemplated by this Section 1401 shall have the right to withdraw such
Fundamental Change Repurchase Notice at any time prior to the close of business
on the Business Day immediately preceding the Fundamental Change 

       

       

      
        
          
          

        

        
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      Repurchase
Date by delivery of a written notice of withdrawal to the Trustee (or other
Paying Agent appointed by the Company) in accordance with Section 1403
below.

      


      The
Trustee (or other Paying Agent appointed by the Company) shall promptly notify
the Company of the receipt by it of any Fundamental Change Repurchase Notice or
written notice of withdrawal thereof.

      


      
        	
                (3)  

              	
                On
      or before the 20th day after the occurrence of a Fundamental Change, the
      Company shall provide to all Holders of record of the Securities and the
      Trustee and Paying Agent a notice (the “Fundamental Change Company
      Notice”) of the occurrence of such Fundamental Change and of the
      repurchase right at the option of the Holders arising as a result thereof.
      Such mailing shall be by first class mail. Simultaneously with providing
      such Fundamental Change Company Notice, the Company shall publish a notice
      containing the information included therein once in a newspaper of general
      circulation in The City of Aiken or publish such information on the
      Company’s website or through such other public medium as the Company may
      use at such time.

              


      

      


      Each
Fundamental Change Company Notice shall specify:

      


      
        	
                (a)  

              	
                the
      events causing the Fundamental Change and the date of the Fundamental
      Change;

              


      

      


      
        	
                (b)  

              	
                the
      last date on which a Holder may exercise the repurchase
    right;

              


      

      


      
        	
                (c)  

              	
                the
      Fundamental Change Repurchase
Price;

              


      

      


      
        	
                (d)  

              	
                the
      Fundamental Change Repurchase Date;

              


      

      


      
        	
                (e)  

              	
                the
      name and address of the Paying Agent and the Conversion Agent, if
      applicable;

              


      

      


      
        	
                (f)  

              	
                if
      applicable, the applicable Conversion Rate and any adjustments to the
      applicable Conversion Rate;

              


      

      


      
        	
                (g)  

              	
                if
      applicable, that the Securities with respect to which a Fundamental Change
      Repurchase Notice has been delivered by a Holder may be converted only if
      the Holder withdraws the Fundamental Change Repurchase Notice in
      accordance with Section 1403;
and

              


      

      


      
        	
                (h)  

              	
                the
      procedures that Holders must follow to require the Company to repurchase
      their Securities.

              


      

      


      No
failure of the Company to give the foregoing notices and no defect therein shall
limit any Holder’s repurchase rights or affect the validity of the proceedings
for the repurchase of the Securities pursuant to this
Section 1401.

      


      
        	
                (4)  

              	
                There
      shall be no repurchase of any Securities pursuant to this
      Section 1401 if there has occurred (prior to, on or after, as the
      case may be, the giving, by the Holders of such Securities, of the
      required Fundamental Change Repurchase Notice) and is continuing an Event
      of Default (other than a default that is cured by the payment of the
      Fundamental Change Repurchase Price with respect to such Securities). The
      Paying Agent will promptly return to the respective Holders thereof any
      Securities (i) with respect to which a Fundamental Change Repurchase
      Notice has been withdrawn in compliance with this Indenture, or
      (ii) held by it during the continuance of an
  

              


      

       

       

      
        
          
          

        

        
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                Event
      of Default (other than a default that is cured by the payment of the
      Fundamental Change Repurchase Price with respect to such Securities) in
      which case, upon such return, the Fundamental Change Repurchase Notice
      with respect thereto shall be deemed to have been
    withdrawn.

              


      

       

      
        	
                (5)  

              	
                The
      Securities to be repurchased pursuant to this Section 1401 shall be
      paid for in cash.

              


      

      


      SECTION
1402.    Effect of Fundamental Change
Repurchase Price.

      


      Upon
receipt by the Paying Agent of the Fundamental Change Repurchase Notice
specified in Section 1401(1), the Holder of the Security in respect of
which such Fundamental Change Repurchase Notice was given shall (unless such
Fundamental Change Repurchase Notice is withdrawn as specified in the following
two paragraphs) thereafter be entitled to receive solely the Fundamental Change
Repurchase Price with respect to such Security. Such Fundamental Change
Repurchase Price shall be paid to such Holder, subject to receipt of funds by
the Paying Agent, promptly following the later of (x) the Fundamental
Change Repurchase Date with respect to such Security (provided the conditions in
Section 1401(1) have been satisfied) and (y) the time of delivery of
such Security to the Paying Agent by the Holder thereof in the manner required
by Section 1401(2).

      


      SECTION
1403.    Withdrawal of Fundamental
Change Repurchase Notice.

      


      
        	
                (1)  

              	
                A
      Fundamental Change Repurchase Notice may be withdrawn by means of a
      written notice of withdrawal delivered to the Paying Agent and the Trustee
      in accordance with the Fundamental Change Company Notice at any time prior
      to the close of business on the Business Day immediately preceding the
      Fundamental Change Repurchase Date,
specifying:

              


      

      


      
        	
                (a)  

              	
                the
      principal amount of the Securities with respect to which such notice of
      withdrawal is being submitted;

              


      

      


      
        	
                (b)  

              	
                the
      certificate numbers of the withdrawn Securities;
  and

              


      

      


      
        	
                (c)  

              	
                the
      principal amount of such Securities that remains subject to the original
      Fundamental Change Repurchase Notice, which portion must be in principal
      amounts of $1,000 or an integral multiple of
  $1,000.

              


      

      


      SECTION
1404.    Deposit of Fundamental
Change Repurchase Price.

      


      Prior to
10:00 a.m. (local time in The City of New York) on the Fundamental Change
Repurchase Date, the Company shall deposit with the Trustee or with the Paying
Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is
acting as the Paying Agent, shall segregate and hold in trust as provided
herein) an amount of money (in immediately available funds if deposited on such
Business Day) sufficient to pay the Fundamental Change Repurchase Price, of all
the Securities or portions thereof that are to be repurchased as of the
Fundamental Change Repurchase Date. The Company shall promptly notify the
Trustee in writing of the amount of any deposits of cash made pursuant to this
Section 1404. If the Paying Agent holds cash sufficient to pay the
Fundamental Change Repurchase Price of any Security for which a Fundamental
Change Repurchase Notice has been tendered and not withdrawn in accordance with
this Indenture as of the close of business on the Fundamental Change Repurchase
Date, then immediately following the Fundamental Change Repurchase Date,
(a) such Security will cease to be outstanding and interest will cease to
accrue thereon 

       

       

      
        
          
          

        

        
          66

          
            

          

        

        
          
          

        

      

       

      and
(b) all other rights of the Holder in respect thereof will terminate (other
than the right to receive the Fundamental Change Repurchase Price and previously
accrued and unpaid interest, including Defaulted Interest, if any, upon delivery
or transfer of such Security).

      


      SECTION
1405.    Securities Repurchased in
Whole or in Part.

      


      Any
Security that is to be repurchased, whether in whole or in part, shall be
surrendered at the office of the Paying Agent (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 such Holder’s attorney duly authorized in writing) and the Company
shall execute, and upon Company Order the Trustee shall authenticate and deliver
to the Holder of such Security, without service charge, a new Security or
Securities, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to, and in exchange for, the portion of the
principal amount of the Security so surrendered which is not
repurchased.

      


      SECTION
1406.    Covenant to Comply With
Securities Laws Upon Repurchase of Securities.

      


      In
connection with any offer to repurchase Securities under Section 1401 (
provided  that such offer or repurchase constitutes an “issuer tender
offer” for purposes of Rule 13e-4 (which term, as used herein, includes any
successor provision thereto) under the Exchange Act at the time of such offer or
repurchase), the Company shall (i) comply with Rule 13e-4 and Rule 14e-1
under the Exchange Act, (ii) file the related Schedule TO (or any successor
schedule, form or report) under the Exchange Act, and (iii) otherwise
comply with all Federal and state securities laws so as to permit the rights and
obligations under Section 1401 to be exercised in the time and in the
manner specified in Section 1401.

      


      SECTION
1407.    Repayment to the
Company.

      


      To the
fullest extent permitted by applicable law, the Trustee and the Paying Agent
shall return to the Company any cash that remains unclaimed, together with
interest, including Defaulted Interest if any, or dividends if any, thereon,
held by them for the payment of the Fundamental Change Repurchase
Price;  provided  that to the extent that the aggregate
amount of cash deposited by the Company pursuant to Section 1404 exceeds
the aggregate Fundamental Change Repurchase Price of the Securities or portions
thereof which the Company is obligated to repurchase as of the Fundamental
Change Repurchase Date, then as soon as practicable following the Fundamental
Change Repurchase Date, the Trustee or the Paying Agent, as the case may be,
shall return any such excess to the Company.

      


      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.

       

      
 

      
        
          
          

        

        
          67

          
            

          

        

        
          
          

        

      

      IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

      
      

       

      
        	 	
                SECURITY
      FEDERAL CORPORATION 

              
	 	 
	 	 
	 	By /s/Timothy W.
      Simmons                                          
       
	 	     
      Timothy W. Simmons
	 	     
      President and Chief Executive Officer
	 	 
	 	Attest: 
	 	 
	 	/s/Beverly
      Nettles                                                            
      
	 	Beverly
      Nettles
	 	Assistant
      Secretary
	 	 
	 	 
	 	WILMINGTON TRUST
      COMPANY 
	 	 
	 	 
	 	By /s/Michael G. Oller,
      Jr.                                              
      
	 	 
	 	Attest: 
	 	 
	 	/s/Joshua
      Jones                                                              
      


      

      


      


      


       

      


       

      


       

      


      



      
        
           


        

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