f8k123009ex4ii_firstunited.htm


    Exhibit 4.2

     

     

    
      


       

      FIRST
UNITED CORPORATION

      


      


      and

      


      


      WILMINGTON
TRUST COMPANY,

      as
Trustee

      


      


      INDENTURE

      


      Dated as
of December 30, 2009

      


      


      9.875%
JUNIOR SUBORDINATED DEBENTURES

      


      Due March
15, 2040

      


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      ARTICLE
I

      DEFINITIONS

       

      
        	
                SECTION
      1.1.

              	
                Definitions 

              	
                2

              


      

       

      ARTICLE
II

      ISSUE,
DESCRIPTION, TERMS, CONDITIONS, REGISTRATION AND EXCHANGE OF THE
DEBENTURES

       

      
        	
                SECTION
      2.1.

              	
                Designation
      and Principal Amount 

              	
                11

              


      

       

      
        	
                SECTION
      2.2.

              	
                Maturity 

              	
                11

              


      

       

      
        	
                SECTION
      2.3.

              	
                Form
      and Payment 

              	
                11

              


      

       

      
        	
                SECTION
      2.4.

              	
                Application
      of Trust Indenture Act 

              	
                11

              


      

       

      
        	
                SECTION
      2.5.

              	
                Interest 

              	
                12

              


      

       

      
        	
                SECTION
      2.6.

              	
                Execution
      and Authentication 

              	
                13

              


      

       

      
        	
                SECTION
      2.7.

              	
                Registration
      of Transfer and Exchanges 

              	
                13

              


      

       

      
        	
                SECTION
      2.8.

              	
                Temporary
      Debentures 

              	
                16

              


      

       

      
        	
                SECTION
      2.9.

              	
                Mutilated,
      Destroyed, Lost or Stolen Debentures 

              	
                16

              


      

       

      
        	
                SECTION
      2.10.

              	
                Cancellation 

              	
                17

              


      

       

      
        	
                SECTION
      2.11.

              	
                Benefit
      of Indenture 

              	
                17

              


      

       

      
        	
                SECTION
      2.12.

              	
                Authentication
      Agent 

              	
                17

              


      

       

      
        	
                SECTION
      2.13.

              	
                CUSIP
      Numbers 

              	
                18

              


      

       

      ARTICLE
III

      REDEMPTION
OF DEBENTURES

       

      
        	
                SECTION
      3.1.

              	
                Redemption 

              	
                18

              


      

       

      
        	
                SECTION
      3.2.

              	
                Special
      Event Redemption 

              	
                18

              


      

       

      
        	
                SECTION
      3.3.

              	
                Optional
      Redemption by the Company 

              	
                19

              


      

       

      
        	
                SECTION
      3.4.

              	
                Notice
      of Redemption 

              	
                19

              


      

       

      
        	
                SECTION
      3.5.

              	
                Payment
      Upon Redemption 

              	
                20

              


      

       

      
        	
                SECTION
      3.6.

              	
                No
      Sinking Fund 

              	
                21

              


      

       

      ARTICLE
IV

      [INTENTIONALLY
OMITTED]

       

      ARTICLE
V

      EXTENSION
OF INTEREST PAYMENT PERIOD

       

      
        	
                SECTION
      5.1.

              	
                Extension
      of Interest Payment Period 

              	
                21

              


      

       

      
        	
                SECTION
      5.2.

              	
                Notice
      of Extension 

              	
                22

              


      

       

      
        	
                SECTION
      5.3.

              	
                Limitation
      on Transactions 

              	
                22

              


      

       

       

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      ARTICLE
VI

      PARTICULAR
COVENANTS OF THE COMPANY

       

      
        	
                SECTION
      6.1.

              	
                Payment
      of Principal and Interest 

              	
                23

              


      

       

      
        	
                SECTION
      6.2.

              	
                Maintenance
      of Agency 

              	
                23

              


      

       

      
        	
                SECTION
      6.3.

              	
                Paying
      Agents 

              	
                24

              


      

       

      
        	
                SECTION
      6.4.

              	
                Appointment
      to Fill Vacancy in Office of the Trustee 

              	
                25

              


      

       

      
        	
                SECTION
      6.5.

              	
                Compliance
      with Consolidation Provisions 

              	
                25

              


      

       

      
        	
                SECTION
      6.6.

              	
                Limitation
      on Transactions 

              	
                25

              


      

       

      
        	
                SECTION
      6.7.

              	
                Covenants
      as to the Trust 

              	
                26

              


      

       

      
        	
                SECTION
      6.8.

              	
                Covenants
      as to Purchases 

              	
                26

              


      

       

      
        	
                SECTION
      6.9.

              	
                Waiver
      of Usury, Stay or Extension Laws 

              	
                26

              


      

       

      
        	
                SECTION
      6.10.

              	
                Limitation
      on Additional Junior Indebtedness 

              	
                26

              


      

       

      
        	
                SECTION
      6.11.

              	
                No
      Intent to Commence Extension Period 

              	
                26

              


      

       

      
        	
                SECTION
      6.12.

              	
                Notice
      of Certain Events 

              	
                27

              


      

       

      
        	
                SECTION
      6.13.

              	
                Compliance
      Certificate 

              	
                27

              


      

       

      ARTICLE
VII

      THE
DEBENTUREHOLDERS’ LIST AND REPORTS BY THE COMPANY

       

      
        	
                SECTION
      7.1.

              	
                The
      Company to Furnish the Trustee Names and Addresses of the
      Debentureholders 

              	
                27

              


      

       

      
        	
                SECTION
      7.2.

              	
                Preservation
      of Information Communications with Debentureholders 

              	
                27

              


      

       

      
        	
                SECTION
      7.3.

              	
                Reports
      by the Company 

              	
                28

              


      

       

      ARTICLE
VIII

      REMEDIES
OF THE TRUSTE AND DEBENTUREHOLDERS ON EVENT OF DEFAULT

       

      
        	
                SECTION
      8.1.

              	
                Events
      of Default 

              	
                28

              


      

       

      
        	
                SECTION
      8.2.

              	
                Collection
      of Indebtedness and Suits for Enforcement by the
    Trustee 

              	
                30

              


      

       

      
        	
                SECTION
      8.3.

              	
                Application
      of Moneys Collected 

              	
                31

              


      

       

      
        	
                SECTION
      8.4.

              	
                Limitation
      on Suits 

              	
                32

              


      

       

      
        	
                SECTION
      8.5.

              	
                Rights
      and Remedies Cummulative; Delay or Ommision Not
    Waiver 

              	
                32

              


      

       

      
        	
                SECTION
      8.6.

              	
                Control
      by the Debentureholders 

              	
                33

              


      

       

      
        	
                SECTION
      8.7.

              	
                Undertaking
      to Pay Costs 

              	
                34

              


      

       

      
        	
                SECTION
      8.8.

              	
                Direct
      Action; Right of Setoff 

              	
                34

              


      

       

       

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      ARTICLE
IX

      FORM OF
DEBENTURE AND ORIGINAL ISSUE

       

      
        	
                SECTION
      9.1.

              	
                Form
      of Debenture 

              	
                34

              


      

       

      
        	
                SECTION
      9.2.

              	
                Original
      Issue of the Debentures 

              	
                34

              


      

       

      ARTICLE
X

      CONCERNING
THE TRUSTEE

       

      
        	
                SECTION
      10.1.

              	
                Certain
      Duties and Responsibilities of the Trustee 

              	
                35

              


      

       

      
        	
                SECTION
      10.2.

              	
                Notice
      of Defaults 

              	
                36

              


      

       

      
        	
                SECTION
      10.3.

              	
                Certain
      Rights of the Trustee 

              	
                36

              


      

       

      
        	
                SECTION
      10.4.

              	
                Compliance
      Certificates and Opinions 

              	
                37

              


      

       

      
        	
                SECTION
      10.5.

              	
                The
      Trustee Not Responsible for Recitals, Etc. 

              	
                38

              


      

       

      
        	
                SECTION
      10.6.

              	
                May
      Hold the Debentures 

              	
                38

              


      

       

      
        	
                SECTION
      10.7.

              	
                Moneys
      Held in Trust 

              	
                38

              


      

       

      
        	
                SECTION
      10.8.

              	
                Compensation
      and Reimbursement 

              	
                38

              


      

       

      
        	
                SECTION
      10.9.

              	
                Reliance
      on Officers’ Certificate 

              	
                39

              


      

       

      
        	
                SECTION
      10.10.

              	
                Disqualification;
      Conflicting Interests 

              	
                39

              


      

       

      
        	
                SECTION
      10.11.

              	
                Corporate
      Trustee Required; Eligibility 

              	
                39

              


      

       

      
        	
                SECTION
      10.12.

              	
                Resignation
      and Removal; Appointment of Successor 

              	
                40

              


      

       

      
        	
                SECTION
      10.13.

              	
                Acceptance
      of Appointment by Successor 

              	
                41

              


      

       

      
        	
                SECTION
      10.14.

              	
                Merger,
      Conversion, Consolidation or Succession to Business 

              	
                42

              


      

       

      ARTICLE
XI

      CONCERNING
THE DEBENTUREHOLDERS

       

      
        	
                SECTION
      11.1.

              	
                Evidence
      of Action by the Holders 

              	
                42

              


      

       

      
        	
                SECTION
      11.2.

              	
                Proof
      of Execution by the Debentureholders 

              	
                43

              


      

       

      
        	
                SECTION
      11.3.

              	
                Who
      May Be Deemed Owners 

              	
                43

              


      

       

      
        	
                SECTION
      11.4.

              	
                Certain
      Debentures Owned by Company Disregarded 

              	
                43

              


      

       

      
        	
                SECTION
      11.5.

              	
                Actions
      Binding on the Future Debentureholders 

              	
                44

              


      

       

      ARTICLE
XII

      SUPPLEMENTAL
INDENTURES

       

      
        	
                SECTION
      12.1.

              	
                Supplemental
      Indentures Without the Consent of the
    Debentureholders 

              	
                44

              


      

       

      
        	
                SECTION
      12.2.

              	
                Supplemental
      Indentures With Consent of the Debentureholders 

              	
                45

              


      

       

      
        	
                SECTION
      12.3.

              	
                Effect
      of Supplemental Indentures 

              	
                46

              


      

       

      
        	
                SECTION
      12.4.

              	
                The
      Debentures Affected by Supplemental Indentures 

              	
                46

              


      

       

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

       

      
        	
                SECTION
      12.5.

              	
                Execution
      of Supplemental Indentures 

              	
                46

              


      

       

      ARTICLE
XIII

      CONSOLIDATION,
ETC. OF COMPANY

       

      
        	
                SECTION
      13.1.

              	
                The
      Company May Consolidate, Etc. 

              	
                46

              


      

       

      
        	
                SECTION
      13.2.

              	
                Successor
      Person Substituted 

              	
                47

              


      

       

      
        	
                SECTION
      13.3.

              	
                Evidence
      of Consolidation, Etc. to Trustee 

              	
                47

              


      

       

      ARTICLE
XIV

      SATISFACTION
AND DISCHARGE

       

      
        	
                SECTION
      14.1.

              	
                Satisfaction
      and Discharge of Indenture 

              	
                48

              


      

       

      
        	
                SECTION
      14.2.

              	
                Discharge
      of Obligations 

              	
                48

              


      

       

      
        	
                SECTION
      14.3.

              	
                Deposited
      Moneys to Be Held in Trust 

              	
                48

              


      

       

      
        	
                SECTION
      14.4.

              	
                Payment
      of Moneys Held by Paying Agents 

              	
                49

              


      

       

      
        	
                SECTION
      14.5.

              	
                Repayment
      to the Company 

              	
                49

              


      

       

      ARTICLE
XV

      IMMUNITY
OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

       

      
        	
                SECTION
      15.1.

              	
                No
      Recourse 

              	
                49

              


      

       

      ARTICLE
XVI

      MISCELLANEOUS
PROVISIONS

       

      
        	
                SECTION
      16.1.

              	
                Effect
      on Successors and Assigns 

              	
                50

              


      

       

      
        	
                SECTION
      16.2.

              	
                Actions
      by Successor 

              	
                50

              


      

       

      
        	
                SECTION
      16.3.

              	
                Surrender
      of the Company Powers 

              	
                50

              


      

       

      
        	
                SECTION
      16.4.

              	
                Notices 

              	
                50

              


      

       

      
        	
                SECTION
      16.5.

              	
                Governing
      Law 

              	
                50

              


      

       

      
        	
                SECTION
      16.6.

              	
                Treatment
      of the Debentures as Debt 

              	
                50

              


      

       

      
        	
                SECTION
      16.7.

              	
                Payments
      on Business Days 

              	
                50

              


      

       

      
        	
                SECTION
      16.8.

              	
                Counterparts 

              	
                51

              


      

       

      
        	
                SECTION
      16.9.

              	
                Separability 

              	
                51

              


      

       

      
        	
                SECTION
      16.10.

              	
                Assignment 

              	
                51

              


      

       

      
        	
                SECTION
      16.11.

              	
                Acknowledgement
      of Rights; Right of Setoff 

              	
                51

              


      

       

      
        	
                SECTION
      16.12.

              	
                Table
      of Contents, Headings, Etc. 

              	
                52

              


      

       

      ARTICLE
XVII

      SUBORDINATION
OF THE DEBENTURES

       

      
        	
                SECTION
      17.1.

              	
                Agreement
      to Subordinate 

              	
                52

              


      

       

      
        	
                SECTION
      17.2.

              	
                Default
      on Senior Indebtedness 

              	
                52

              


      

       

       

       

      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      

       

       

      
        	
                SECTION
      17.3.

              	
                Liquidiation;
      Dissolution; Bankruptcy 

              	
                52

              


      

       

      
        	
                SECTION
      17.4.

              	
                Subrogation 

              	
                54

              


      

       

      
        	
                SECTION
      17.5.

              	
                The
      Trustee to Effectuate Subordination 

              	
                54

              


      

       

      
        	
                SECTION
      17.6.

              	
                Notice
      by the Company 

              	
                55

              


      

       

      
        	
                SECTION
      17.7.

              	
                Rights
      of the Trustee; Holders of the Senior Indebtedness 

              	
                55

              


      

       

      
        	
                SECTION
      17.8.

              	
                Subordination
      May Not Be Impaired 

              	
                56

              


      

       

       

       

      
        
          
          

        

        
          v

          
            

          

        

        
          
          

        

      

      
 

      


      EXHIBITS

      


      EXHIBIT
A                      Form
of Junior Subordinated Debenture

       

       

       

       

       

       

       

      
        
          
          

        

        
          vi

          
            

          

        

        
          
          

        

      

      
 

      INDENTURE

      


      INDENTURE, dated as of December 30,
2009, between FIRST UNITED CORPORATION, a Maryland corporation (the “Company”),
and WILMINGTON TRUST COMPANY, a banking corporation duly organized and existing
under the laws of the State of Delaware, as trustee (the
“Trustee”).

      


      RECITALS

      


      WHEREAS, for its lawful corporate
purposes, the Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance, in one or more closings, the first of
which is to occur on the date hereof, of securities to be known as its 9.875%
Junior Subordinated Debentures due 2040 (hereinafter referred to as the
“Debentures”), the form and substance of such Debentures and the terms,
provisions and conditions thereof to be set forth as provided in this
Indenture;

      


      WHEREAS, First United Statutory Trust
III, a Delaware statutory trust (the “Trust”), has offered in a private
placement up to $30,000,000 aggregate liquidation amount of its Preferred
Securities (as defined herein) and proposes to invest the proceeds from such
offering, together with the proceeds of the issuance and sale by the Trust to
the Company of up to $930,000 aggregate liquidation amount of its Common
Securities (as defined herein), in up to $30,930,000 aggregate principal amount
of the Debentures;

      


      WHEREAS, the Company has requested that
the Trustee execute and deliver this Indenture;

      


      WHEREAS, all requirements necessary to
make this Indenture a valid instrument in accordance with its terms, and to make
the Debentures, when executed by the Company and authenticated and delivered by
the Trustee, the valid obligations of the Company, have been performed, and the
execution and delivery of this Indenture have been duly authorized in all
respects;

      


      WHEREAS, to provide the terms and
conditions upon which the Debentures are to be authenticated, issued and
delivered, the Company has duly authorized the execution of this Indenture;
and

      


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

      


      NOW, THEREFORE, in consideration of the
premises and the purchase of the Debentures by the holders thereof, it is
mutually covenanted and agreed as follows for the equal and ratable benefit of
the holders of the Debentures:

       

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      
 

      ARTICLE
I 

      DEFINITIONS
 

      
 

      SECTION
1.1. Definitions of Terms.
The terms defined in this Section 1.1 (except as in this Indenture otherwise
expressly provided or unless the context otherwise requires) for all purposes of
this Indenture and of any indenture supplemental hereto shall have the
respective meanings specified in this Section 1.1 and shall include the plural
as well as the singular. All other terms used in this Indenture that are defined
in the Trust Indenture Act, or that are by reference in the Trust Indenture Act
defined in the Securities Act (except as herein otherwise expressly provided or
unless the context otherwise requires), shall have the meanings assigned to such
terms in the Trust Indenture Act and in the Securities Act as in force at the
date of the execution of this instrument. All accounting terms used herein and
not expressly defined shall have the meanings assigned to such terms in
accordance with Generally Accepted Accounting Principles.

      
 

      “Additional Junior Indebtedness” means,
without duplication, (A) any indebtedness, liabilities or obligations of the
Company, or any Subsidiary of the Company, under debt securities (or guarantees
in respect of debt securities) initially issued after the date of this Indenture
to any trust, or a trustee of a trust, partnership or other entity affiliated
with the Company that is, directly or indirectly, a finance subsidiary (as such
term is defined in Rule 3a-5) under the Investment Company Act (or any successor
Rule applicable thereto)) or other financing vehicle of the Company or any
Subsidiary of the Company in connection with the issuance by that entity of
preferred securities or other securities that are intended to qualify for Tier 1
capital treatment (or the then equivalent thereof) for purposes of the capital
adequacy guidelines of the Federal Reserve, as then in effect and applicable to
the Company, other than the Debentures; provided, however, that the
inability of the Company to treat all or any portion of the Additional Junior
Indebtedness as Tier 1 capital shall not disqualify it as Additional Junior
Indebtedness if such inability results from the Company having cumulative
preferred stock, minority interests in consolidated subsidiaries, or any other
class of security or interest to which the Federal Reserve now accords or may
hereafter accord Tier 1 capital treatment (including the Debentures) in excess
of the amount which may qualify for treatment as Tier 1 capital under applicable
capital adequacy guidelines of the Federal Reserve and (B) any indebtedness,
liabilities or obligations of the Company, or any Subsidiary of the Company,
that is junior or otherwise subordinate in right of payment to Senior
Indebtedness of the Company and that has a maturity or is otherwise due and
payable by the Company on a date twelve (12) months or more after its date of
original issuance, other than the Debentures.

      


      “Additional Payments” shall have the
meaning set forth in Section 2.5(c).

      


      “Additional Senior Obligations” means
all indebtedness of the Company whether incurred on or prior to the date of this
Indenture or thereafter incurred, for claims in respect of derivative products
such as interest and foreign exchange rate contracts, commodity contracts and
similar arrangements; provided, however, that
Additional Senior Obligations does not include claims in respect of Senior Debt
or Subordinated Debt or obligations which, by their terms, are expressly stated
to be not superior in right of payment to the Debentures or to rank pari passu in right of
payment with the Debentures. For purposes of this definition, “claim” shall have
the meaning assigned thereto in Section 101(4) of the United States Bankruptcy
Code of 1978, as amended.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
 

      “Administrative Trustees” shall have
the meaning set forth in the Declaration.

      


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

      


      “Authenticating Agent” means an
authenticating agent with respect to the Debentures appointed by the Trustee
pursuant to Section 2.12.

      


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

      


      “Board of Directors” means the Board of
Directors of the Company or any duly authorized committee of such
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” means, with respect to
the Debentures, any day other than a Saturday or a Sunday or a day on which
federal or state banking institutions in the City of New York, New York are
authorized or required by law, executive order or regulation to close, or a day
on which the Corporate Trust Office of the Trustee or the Property Trustee is
closed for business.

      


      “Capital Treatment Event” means the
receipt by the Company and the Trust of an Opinion of Counsel, rendered by
counsel experienced in such matters within a reasonable period of time after the
applicable occurrence, to the effect that, as a result of any amendment to or
change (including any announced prospective change) in the laws (or any
regulations thereunder) of the United States or any political subdivision
thereof or therein, or as a result of any official or administrative
pronouncement, action or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or, which pronouncement,
action or judicial decision is announced on or after the date of issuance of the
Preferred Securities under the Declaration, there is more than an insubstantial
risk of impairment of the Company’s ability to treat the aggregate Liquidation
Amount (as defined in the Declaration) of the Preferred Securities (or any
substantial portion thereof) as Tier 1 capital (or the then equivalent thereof)
for purposes of the capital adequacy guidelines of the Federal Reserve, as then
in effect and applicable to the Company; provided, however, that the
Trust or the Company shall have requested and received such an Opinion of
Counsel with regard to such matters within a reasonable period of time after the
Trust or the Company shall have become aware of the occurrence or the possible
occurrence of any of the events described above; provided further, however,
that the inability of the Company to treat all or any portion of the Liquidation
Amount of the Preferred Securities as Tier l capital shall not constitute the
basis for a Capital Treatment Event, if such inability results from the Company
having cumulative preferred stock, minority interests in consolidated
subsidiaries, or any other class of security or interest which the Federal
Reserve may now or hereafter accord 

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      Tier 1
capital treatment in excess of the amount which may now or hereafter qualify for
treatment as Tier 1 capital under applicable capital adequacy guidelines; provided further, however,
that the distribution of Debentures in connection with the liquidation of the
Trust shall not in and of itself constitute a Capital Treatment Event unless
such liquidation shall have occurred in connection with a Tax Event or an
Investment Company Event.

      


      “Change in 1940 Act Law” shall have the
meaning set forth in the definition of “Investment Company Event.”

      


      “Code” means the Internal Revenue Code
of 1986, as amended.

      


      “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 Securities” means undivided
beneficial interests in the assets of the Trust which rank pari passu with the Preferred
Securities; provided, however, that upon
the occurrence and during the continuation of an Event of Default, the rights of
holders of Common Securities to payment in respect of (a) distributions, and (b)
payments upon liquidation, redemption and otherwise, are subordinated to the
rights of holders of Preferred Securities.

      


      “Company” means First United
Corporation, a corporation duly organized and existing under the laws of the
State of Maryland, and, subject to the provisions of ARTICLE XIII, shall also
include its successors and assigns.

      


      “Compounded Interest” shall have the
meaning set forth in Section 5.1.

      


      “Corporate Trust Office” means the
office of the Trustee at which, at any particular time, its corporate trust
business shall be principally administered, which office at the date hereof is
located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890-0001, Attention: Corporate Trust Administration.

      


      “Coupon Rate” shall have the meaning
set forth in Section 2.5(a).

      


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

      


      “Debentures” shall have the meaning set
forth in the Recitals hereto.

      


      “Debentureholder,” “holder of
Debentures,” “registered holder,” or other similar term, means the Person or
Persons in whose name or names a particular Debenture shall be registered on the
books of the Company or the Trustee kept for that purpose in accordance with the
terms of this Indenture.

      


      “Debenture Register” shall have the
meaning set forth in Section 2.7(b).

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
 

      “Debenture Registrar” shall have the
meaning set forth in Section 2.7(b).

       

      “Debt” means with respect to any
person, whether recourse is to all or a portion of the assets of such Person and
whether or not contingent, (a) every obligation of such Person for money
borrowed or purchased; (b) every obligation of such Person evidenced by
securities, bonds, debentures, notes or other similar instruments, including
obligations incurred in connection with the acquisition of property, assets or
businesses; (c) every reimbursement obligation of such Person with respect to
letters of credit, bankers’ acceptances, any security purchase facility, any
repurchase agreement or similar facilities, any interest rate swap, any other
hedging arrangement, any obligation under options or any similar credit or other
transaction issued for the account of such Person; (d) every obligation of such
Person issued or assumed as the deferred purchase price of property or services
(but excluding trade accounts payable or accrued liabilities arising in the
ordinary course of business); (e) every capital lease obligation of such Person;
and (f) and every obligation of the type referred to in clauses (a) through (e)
of another Person and all dividends of another Person the payment of which, in
either case, such Person has guaranteed or is responsible or liable, directly or
indirectly, as obligor or otherwise, including, without limitation similar
obligations arising from off-balance sheet guarantees and direct credit
substitutes.

      
 

      “Declaration” means the Amended and
Restated Declaration, dated as of December 30, 2009, of the Trust.

      


      “Default” means any event, act or
condition that with notice or lapse of time, or both, would constitute an Event
of Default.

      


      “Deferred Payments” shall have the
meaning set forth in Section 5.1.

      


      “Direct Action” shall have the meaning
set forth in Section 8.8.

      


      “Dissolution Event” means that as a
result of the occurrence and continuation of a Special Event, the Trust is to be
dissolved in accordance with the Declaration and the Debentures held by the
Property Trustee are to be distributed to the holders of the Trust Securities
issued by the Trust pro rata in accordance with the Declaration.

      


      “Distribution” shall have the meaning
set forth in the Declaration.

      


      “Event of Default” means, with respect
to the Debentures, any event specified in Section 8.1, which has continued for
the period of time, if any, and after the giving of the notice, if any, therein
designated.

      


      “Exchange Act” means the Securities
Exchange Act of 1934, as amended, as in effect at the date of execution of this
Indenture.

      


      “Extension Period” shall have the
meaning set forth in Section 5.1 hereof.

       

       

      
        
          
          

        

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

      


      “Floor” shall have the meaning set
forth in Section 4.1 hereof.

      


      “Guarantee” shall have the meaning set
forth in the Declaration.

      


      “Generally Accepted Accounting
Principles” means such accounting principles as are generally accepted in the
United States at the time of any computation required hereunder.

       

      “Governmental Obligations” means
securities that are (a) direct obligations of the United States of America for
the payment of which its full faith and credit is pledged; or (b) obligations of
a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America, the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of America
that, in either case, are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act) as custodian with respect to
any such Governmental Obligation or a specific payment of principal of or
interest on any such Governmental Obligation held by such custodian for the
account of the holder of such depositary receipt; provided, however, that (except
as required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depositary receipt from any amount
received by the custodian in respect of the Governmental Obligation or the
specific payment of principal of or interest on the Governmental Obligation
evidenced by such depositary receipt.

       

      “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.

       

      “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 in accordance with the
terms hereof.

       

      “Interest Payment Date” shall have the
meaning set forth in Section 2.5(a).

      


      “Investment Company Act” means the
Investment Company Act of 1940, as amended, as in effect at the date of
execution of this Indenture.

       

      “Investment Company Event” means the
receipt by the Company and the Trust of an Opinion of Counsel, rendered by
counsel experienced in such matters within a reasonable amount of time after the
applicable occurrence, to the effect that, as a result of the occurrence of a
change in law or regulation or a change in interpretation or application of law
or regulation by any legislative body, court, governmental agency or regulatory
authority (a “Change in 1940 Act Law”), the Trust is or shall be considered an
“investment company” that is required to be registered under the Investment
Company Act, which Change in 1940 Act Law becomes effective on or after the date
of original issuance of the Preferred Securities under the 

       

      
        
          
          

        

        
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      Declaration;
provided, however, that the
Trust or the Company shall have requested and received such an Opinion of
Counsel with regard to such matters within a reasonable period of time after the
Trust or the Company shall have become aware of the occurrence or the possible
occurrence of any such Change in 1940 Act Law.

      


      “Maturity Date” means the date on which
the Debentures mature and on which the principal shall be due and payable
together with all accrued and unpaid interest thereon including Compounded
Interest and Additional Payments, if any.

      


      “Ministerial Action” shall have the
meaning set forth in Section 3.2 hereof.

      


      “Officers’ Certificate” means a
certificate signed by the Chief Executive Officer, President, Chief Financial
Officer or an Executive Vice President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the Company that is
delivered to the Trustee in accordance with the terms hereof. Each such
certificate shall include the statements provided for in Section 10.4, if and to
the extent required by the provisions thereof.

      


      “Opinion of Counsel” means an opinion
in writing of independent, outside legal counsel for the Company, that is
delivered to the Trustee in accordance with the terms hereof. Each such opinion
shall include the statements provided for in Section 10.4, if and to the extent
required by the provisions thereof.

      


      “Outstanding,” when used with reference
to the Debentures, means, subject to the provisions of Section 10.4, as of any
particular time, all Debentures theretofore authenticated and delivered by the
Trustee under this Indenture, except (a) Debentures theretofore canceled by the
Trustee or any Paying Agent, or delivered to the Trustee or any paying agent for
cancellation or that have previously been canceled; (b) Debentures or portions
thereof for the payment or redemption of which money or Governmental Obligations
in the necessary amount shall have been deposited in trust with the Trustee or
with any Paying Agent (other than the Company) or shall have been set aside and
segregated in trust by the Company (if the Company shall act as its own Paying
Agent); provided, however, that, if
such Debentures or portions of such Debentures are to be redeemed prior to the
maturity thereof, notice of such redemption shall have been given as provided in
ARTICLE III, or provision satisfactory to the Trustee shall have been made for
giving such notice; and (c) Debentures in lieu of or in substitution for which
other Debentures shall have been authenticated and delivered pursuant to the
terms of Section 2.7; provided, however, that in
determining whether the holders of the requisite percentage of Debentures have
given any request, notice, consent or waiver hereunder, Debentures held by the
Company or any Affiliate of the Company shall not be included; provided further, that the
Trustee shall be protected in relying upon any request, notice, consent or
waiver unless a Responsible Officer of the Trustee shall have actual knowledge
that the holder of such Debenture is the Company or an Affiliate
thereof.

      


      “Paying Agent” means any paying agent
or co-paying agent appointed pursuant to Section 6.3.

       

       

      
        
          
          

        

        
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      “Person” means a legal person,
including any individual, corporation, estate, partnership, joint venture,
association, joint stock company, limited liability company, trust,
unincorporated association, or government or any agency or political subdivision
thereof, or any other entity of whatever nature.

      


      “Predecessor Debenture” means every
previous Debenture evidencing all or a portion of the same debt as that
evidenced by such particular Debenture; and, for the purposes of this
definition, any Debenture authenticated and delivered under Section 2.9 in lieu
of a lost, destroyed or stolen Debenture shall be deemed to evidence the same
debt as the lost, destroyed or stolen Debenture.

      


      “Preferred Securities” means the 9.875%
Cumulative Trust Preferred Securities representing undivided beneficial
interests in the assets of the Trust which rank pari passu with Common
Securities issued by the Trust; provided, however, that upon
the occurrence and during the continuation of an Event of Default, the rights of
holders of Common Securities to payment in respect of (a) distributions, and (b)
payments upon liquidation, redemption and otherwise, are subordinated to the
rights of holders of Preferred Securities.

      


      “Preferred Securities Guarantee” means
any guarantee that the Company may enter into with the Trustee or other Persons
that operates directly or indirectly for the benefit of holders of Preferred
Securities.

      


      “Property Trustee” has the meaning set
forth in the Declaration.

      


      “Redemption Price” shall have the
meaning set forth in Section 3.2.

      


      “Responsible Officer” when used with
respect to the Trustee means any officer within the Corporate Trust Office of
the Trustee or, for purposes of the Declaration, the Property Trustee (as
defined in the Declaration) with direct responsibility for the administration of
this Indenture, including any vice president, any assistant vice president, any
assistant secretary or any other officer or assistant officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of his or her knowledge of and familiarity with the
particular subject.

      


      “Scheduled Maturity Date” means March
15, 2040.

      


      “Securities Act” means the Securities
Act of 1933, as amended, as in effect at the date of execution of this
Indenture.

       

      “Senior Debt” means the principal of
(and premium, if any) and interest, if any (including interest accruing on or
after the filing of any petition in bankruptcy or for reorganization relating to
the Company whether or not such claim for post-petition interest is allowed in
such proceeding), on all Debt, whether incurred on or prior to the date of this
Indenture or thereafter incurred, unless, in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is provided
that such obligations are not superior in right of payment to the 

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      Debentures
or to other Debt which is pari
passu with, or subordinated to, the Debentures; provided that Senior
Debt shall not be deemed to include (a) any Debt of the Company which when
incurred and without respect to any election under section 1111(b) of the United
States Bankruptcy Code of 1978, as amended, was without recourse to the Company;
(b) the Guarantee Agreement; (c) Debt to any employee of the Company; (d) Debt
which by its terms is subordinated to trade accounts payable or accrued
liabilities arising in the ordinary course of business to the extent that
payments made to the holders of such Debt by the holders of the Debentures as a
result of the subordination provisions of this Indenture would be greater than
they otherwise would have been as a result of any obligation of such holders to
pay amounts over to the obligees on such trade accounts payable or accrued
liabilities arising in the ordinary course of business as a result of
subordination provisions to which such Debt is subject; and (e) Debt which
constitutes Subordinated Debt.

      


      “Senior Indebtedness” shall have the
meaning set forth in Section 17.1.

      


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

      


      “State Acts” means state securities or
“Blue Sky” laws and regulations.

       

      “Subordinated Debt” means the principal
of (and premium, if any) and interest, if any (including interest accruing on or
after the filing of any petition in bankruptcy or for reorganization relating to
the Company whether or not such claim for post-petition interest is allowed in
such proceeding), on Debt (other than the Debentures), whether incurred on or
prior to the date of this Indenture or thereafter incurred, which is by its
terms expressly provided to be junior and subordinate to other Debt of the
Company (other than the Debentures); provided, however, that
Subordinated Debt will not be deemed to include (a) any Debt of the Company
which when incurred and without respect to any election under section 1111(b) of
the United States Bankruptcy Code of 1978, as amended, was without recourse to
the Company, (b) Debt which constitutes Senior Debt; (c) Debt to any employee of
the Company; (d) Debt which by its terms is subordinated to trade accounts
payable or accrued liabilities arising in the ordinary course of business to the
extent that payments made to the holders of such Debt by the holders of the
Debentures as a result of the subordination provisions of this Indenture would
be greater than they otherwise would have been as a result of any obligation of
such holders to pay amounts over to the obligees on such trade accounts payable
or accrued liabilities arising in the ordinary course of business as a result of
subordination provisions to which such Debt is subject; and (e) any Debt of the
Company under debt securities (and guarantees in respect of these debt
securities) initially issued to any trust, or a trustee of a trust, partnership
or other entity affiliated with the Company that is, directly or indirectly, a
financing vehicle of the Company in connection with the issuance by that entity
of preferred securities or other securities which are intended to qualify for
Tier 1 capital treatment.

       

      “Subsidiary” means, with respect to any
Person, (a) any corporation at least a majority of whose outstanding Voting
Stock shall at the time be owned, directly or indirectly, by such Person or by
one or more of its Subsidiaries or by such Person and one or more of its
Subsidiaries; (b) any general partnership, limited liability company, joint
venture, trust or similar 

       

      
        
          
          

        

        
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      entity,
at least a majority of whose outstanding partnership or similar interests shall
at the time be owned by such Person, or by one or more of its Subsidiaries, or
by such Person and one or more of its Subsidiaries; and (c) any limited
partnership of which such Person or any of its Subsidiaries is a general
partner.

      


      “Tax Event” means the receipt by the
Company and the Trust of an Opinion of Counsel, rendered by counsel experienced
in such matters within a reasonable amount of time after the applicable
occurrence, to the effect that, as a result of any amendment to, or change
(including any announced prospective change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision or taxing
authority thereof or therein, or as a result of any official administrative
pronouncement or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or which pronouncement or
decision is announced on or after the date of issuance of the Preferred
Securities under the Declaration, there is more than an insubstantial risk that
(a) the Trust is, or shall be within ninety (90) days after the date of such
Opinion of Counsel, subject to United States federal income tax with respect to
income received or accrued on the Debentures; (b) interest payable by the
Company on the Debentures is not, or within ninety (90) days after the date of
such Opinion of Counsel, shall not be, deductible by the Company, in whole or in
part, for United States federal income tax purposes; or (c) the Trust is, or
shall be within ninety (90) days after the date of such Opinion of Counsel,
subject to more than a de minimis amount of other taxes, duties, assessments or
other governmental charges; provided, however, that the
Trust or the Company shall have requested and received such an Opinion of
Counsel with regard to such matters within a reasonable period of time after the
Trust or the Company shall have become aware of the occurrence or the possible
occurrence of any of the events described in clauses (a) through (c)
above.

       

      “Trust” means First United Statutory
Trust III, a Delaware statutory trust, or any other similar trust created for
the purpose of issuing Preferred Securities in connection with the issuance of
Debentures under this Indenture, of which the Company is the
sponsor.

       

      “Trustee” means Wilmington Trust
Company, a Delaware banking corporation, and, subject to the provisions of
ARTICLE X, shall also include its successors and assigns, and, if at any time
there is more than one Person acting in such capacity hereunder, “Trustee” shall
mean each such Person.

      


      “Trust Indenture Act” means the Trust
Indenture Act of 1939, as amended, subject to the provisions of Sections 12.1,
12.2, 13.1, as in effect at the date of execution of this
Indenture.

      


      “Trust Securities” means the Common
Securities and Preferred Securities, collectively.

      


      “Voting Stock,” as applied to stock of
any Person, means shares, interests, participations or other equivalents in the
equity interest (however designated) in such Person having ordinary voting power
for the election of a majority of the directors (or the equivalent) of such
Person, other than shares, interests, participations or other equivalents having
such power only by reason of the occurrence of a contingency.

       

       

      
        
          
          

        

        
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      ARTICLE
II 

      ISSUE,
DESCRIPTION, TERMS, CONDITIONS, REGISTRATION AND EXCHANGE OF THE DEBENTURES
 

      


      SECTION 2.1.   Designation and Principal
Amount.  There are hereby authorized Debentures designated the
9.875% Subordinated Debentures due 2040, limited in aggregate principal amount
up to $30,930,000, which amount shall be as set forth in any written order of
the Company for the authentication and delivery of Debentures pursuant to
Section 2.6.
 

      


      SECTION 2.2.   Maturity.  The
Maturity Date shall be the Scheduled Maturity Date; provided, however, that nothing
in this Section 2.2 shall limit the Company’s rights, as provided in ARTICLE III
hereof, to redeem all or a portion of the Debentures at such time or times on or
after March 15, 2010 as the Company may so determine, or at any time upon the
occurrence of a Special Event.

      


      SECTION 2.3.   Form and
Payment.  The Debentures shall be issued in fully registered
certificated form without interest coupons. Principal and interest on the
Debentures issued in certificated form shall be payable, the transfer of such
Debentures shall be registrable and such Debentures shall be exchangeable for
Debentures bearing identical terms and provisions at the office or agency of the
Trustee; provided, however, that payment
of interest may be made at the option of the Company by check mailed to the
holder at such address as shall appear in the Debenture Register or by wire
transfer to an account maintained by the holder as specified in the Debenture
Register, provided that the holder provides proper transfer instructions by the
regular record date. Notwithstanding the foregoing, so long as the holder of any
Debentures is the Property Trustee, the payment of principal of and interest
(including Compounded Interest and Additional Payments, if any) on such
Debentures held by the Property Trustee shall be made at such place and to such
account as may be designated by the Property Trustee.

      


      SECTION 2.4.   Application of Trust
Indenture Act.  Notwithstanding any contrary provision herein
relating to the applicability of the Trust Indenture Act:

      


      (a) any
provision of the Trust Indenture Act, which by its terms would apply to this
Agreement (a “Mandatory TIA Provision”), will control over any contrary terms
contained herein;

      (b) the terms
of this Agreement will control over all provisions of the Trust Indenture Act,
except for Mandatory TIA Provisions.

      


      (c) the
parties intend that this Agreement and the Debentures shall not be subject to
the Trust Indenture Act, and the provisions of this Agreement which impose any
duty or liability upon the Trustees to comply with any provision of the Trust
Indenture Act, including any reporting obligations, shall be disregarded until
such time as the Company notifies the Trustee that this Agreement is subject to
the Trust Indenture Act.
 

       

       

      
        
          
          

        

        
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      SECTION 2.5.  Interest.

      


      (a) Each
Debenture shall bear interest at a rate of 9.875% per annum (the “Coupon Rate”)
from the original date of issuance until the principal thereof becomes due and
payable, and on any overdue principal and (to the extent that payment of such
interest is enforceable under applicable law) on any overdue installment of
interest at the Coupon Rate, compounded quarterly, payable (subject to the
provisions of ARTICLE V) quarterly in arrears on March 15, June 15, September
15, and December 15 of each year (each, an “Interest Payment Date”), commencing
on March 15, 2010, to the Person in whose name such Debenture or any Predecessor
Debenture is registered, at the close of business on the regular record date for
such interest installment, which shall be the first (1st) day
of the last month of the calendar quarter.

      


      (b) The
amount of interest payable for any period shall be computed on the basis of a
360-day year of twelve 30-day months. The amount of interest payable for any
period shorter than a full quarterly period for which interest is computed shall
be computed on the basis of the number of days elapsed in a 360-day year of
twelve 30-day months. In the event that any date on which interest is payable on
the Debentures is not a Business Day, then payment of interest payable on such
date shall be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such delay) except that,
if such Business Day is in the next succeeding calendar year, such payment shall
be made on the immediately preceding Business Day (and without any reduction of
interest or any other payment in respect of any such acceleration), in each case
with the same force and effect as if made on the date such payment was
originally payable.

      


      (c) If, at
any time while the Property Trustee is the holder of any Debentures, the Trust
or the Property Trustee is required to pay any taxes, duties, assessments or
governmental charges of whatever nature (other than withholding taxes) imposed
by the United States, or any other taxing authority, then, in any case, the
Company shall pay as additional payments (“Additional Payments”) on the
Debentures held by the Property Trustee, such additional amounts as shall be
required so that the net amounts received and retained by the Trust and the
Property Trustee after paying such taxes, duties, assessments or other
governmental charges shall be equal to the amounts the Trust and the Property
Trustee would have received had no such taxes, duties, assessments or other
government charges been imposed. Whenever in this Indenture or the Debentures
there is a reference in any context to the payment of principal of or interest
on the Debentures, such mention shall be deemed to include mention of payments
of the Additional Payments provided for in this paragraph to the extent that, in
such context, Additional Payments are, were or would be payable in respect
thereof pursuant to the provisions of this paragraph and express mention of the
payment of Additional Payments (if applicable) in any provisions hereof shall
not be construed as excluding Additional Payments in those provisions hereof
where such express mention is not made; provided, however, that the
deferral of the payment of interest during an Extension Period pursuant to
Section 5.1 shall not defer the payment of any Additional Payments that may be
due and payable.
 

       

       

      
        
          
          

        

        
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      SECTION 2.6.   Execution and
Authentication.

      


      (a) The
Debentures shall be signed on behalf of the Company by its Chief Executive
Officer, President, Chief Financial Officer or one of its Executive Vice
Presidents, attested by its Secretary or one of its Assistant Secretaries or by
its Treasurer or one of its Assistant Treasurers. Signatures may be in the form
of a manual or facsimile signature. The Company may use the facsimile signature
of any Person who shall have been a Chief Executive Officer, President, Chief
Financial Officer or Executive Vice President thereof, or of any Person who
shall have been a Secretary, Assistant Secretary, Treasurer or Assistant
Treasurer thereof, notwithstanding the fact that at the time the Debentures
shall be authenticated and delivered or disposed of such Person shall have
ceased to be the Chief Executive Officer, President, Chief Financial Officer or
an Executive Vice President, or the Secretary, Assistant Secretary, Treasurer or
Assistant Treasurer of the Company (and any such signature shall be binding on
the Company). Each Debenture shall be dated the date of its authentication by
the Trustee.

      


      (b) A
Debenture shall not be valid until manually authenticated by an authorized
signatory of the Trustee, or by an Authenticating Agent. Such signature shall be
conclusive evidence that the Debenture so authenticated has been duly
authenticated and delivered hereunder and that the holder is entitled to the
benefits of this Indenture.

      


      (c) At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Debentures executed by the Company to the Trustee for
authentication, together with a written order of the Company for the
authentication and delivery of such Debentures signed by its Chief Executive
Officer, President or any Executive Vice President, and the Trustee in
accordance with such written order shall authenticate and deliver such
Debentures.

      


      (d) In
authenticating such Debentures and accepting the additional responsibilities
under this Indenture in relation to such Debentures, the Trustee shall be
entitled to receive, and (subject to Section 10.1) shall be fully protected in
relying upon, an Opinion of Counsel stating that the form and terms thereof have
been established in conformity with the provisions of this
Indenture.

      


      (e) The
Trustee shall not be required to authenticate such Debentures if the issue of
such Debentures pursuant to this Indenture shall affect the Trustee’s own
rights, duties or immunities under the Debentures and this Indenture or
otherwise in a manner that is not reasonably acceptable to the Trustee.
 

      


      SECTION 2.7.   Registration of Transfer and
Exchange.

      


      (a) Debentures
may be exchanged upon presentation thereof at any office or agency to be
maintained by the Company for such purpose as provided in Section 6.2 or at the
office of the Debenture Registrar for other Debentures and for a like aggregate
principal amount in denominations of integral multiples of $1,000, upon payment
of a sum sufficient to cover any tax or other governmental charge in relation
thereto, all as provided in this Section 2.7. In respect of any Debentures so
surrendered for exchange, the Company shall execute, the Trustee shall


       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

         

        authenticate
and such office or agency shall deliver in exchange therefor the Debenture or
Debentures that the Debentureholder making the exchange shall be entitled to
receive, bearing numbers not contemporaneously outstanding.

      

      


      (b) The
Company shall keep, or cause to be kept, at its office or agency designated for
such purpose in the State of Maryland, the County of Garrett, the City of
Oakland, or at the office of the Debenture Registrar, or such other location
designated by the Company a register or registers (herein referred to as the
“Debenture Register”) in which, subject to such reasonable regulations as the
Debenture Registrar (as defined below) may prescribe, the Company shall register
the Debentures and the transfers of Debentures as in this ARTICLE II provided
and which at all reasonable times shall be open for inspection by the
Trustee.  The registrar for the purpose of registering Debentures and
transfer of Debentures as herein provided shall initially be the Company and
thereafter as may be appointed by the Company as authorized by Board Resolution
(the “Debenture Registrar”). Upon surrender for transfer of any Debenture at the
office or agency of the Company designated for such purpose, the Company shall
execute, the Trustee shall authenticate and such office or agency shall deliver
in the name of the transferee or transferees a new Debenture or Debentures for a
like aggregate principal amount. All Debentures presented or surrendered for
exchange or registration of transfer, as provided in this Section 2.7, shall be
accompanied (if so required by the Company or the Debenture Registrar) by a
written instrument or instruments of transfer, in form satisfactory to the
Company or the Debenture Registrar, duly executed by the registered holder or by
such holder’s duly authorized attorney in writing.

      


      (c) No
service charge shall be made for any exchange or registration of transfer of
Debentures, or issue of new Debentures in case of partial redemption, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge in relation thereto, other than exchanges pursuant to
Section 2.8, Section 3.5(b) and Section 12.4 not involving any
transfer.

      


      (d) The
Company shall not be required (i) to issue, exchange or register the transfer of
any Debentures during a period beginning at the opening of business fifteen (15)
days before the day of the mailing of a notice of redemption of less than all
the Outstanding Debentures and ending at the close of business on the day of
such mailing; nor (ii) to register the transfer of or exchange any Debentures or
portions thereof called for redemption.

      


      (e) Debentures
may only be transferred, in whole or in part, in accordance with the terms and
conditions set forth in this Indenture. Any transfer or purported transfer of
any Debenture not made in accordance with this Indenture shall be null and
void.

      


      (f) Debentures
may not be transferred except in compliance with the legend set forth below,
unless otherwise determined by the Company in accordance with applicable law,
which legend shall be placed on each debenture:

      


      THIS SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY
STATE SECURITIES OR “BLUE SKY” LAWS (THE “STATE ACTS”). NEITHER THIS SECURITY
NOR ANY 

       

       

      
        
          
          

        

        
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      INTEREST
OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION.  THE HOLDER OF THIS SECURITY OR ANY INTEREST OR
PARTICIPATION HEREIN, AS THE CASE MAY BE, AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN ONLY (A) TO THE
DEBENTURE ISSUER OR THE TRUST, OR (B) PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE STATE ACTS, SUBJECT TO
THE RIGHT OF THE DEBENTURE ISSUER AND THE TRUST PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER PURSUANT TO CLAUSE (B) ABOVE TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN
ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE
DEBENTURE ISSUER OR THE TRUST.  THE HOLDER OF THIS SECURITY OR ANY
INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE
CASE MAY BE, AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

      


      NEITHER THIS SECURITY NOR ANY INTEREST
OR PARTICIPATION HEREIN MAY BE PURCHASED OR HELD (A) BY AN EMPLOYEE BENEFIT PLAN
SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR
SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE (THE “CODE”), OR (B) BY AN
ENTITY WHOSE ASSETS ARE DEEMED TO BE ASSETS OF SUCH AN EMPLOYEE BENEFIT
PLAN.  THIS SECURITY, AND ANY INTEREST OR PARTICIPATION HEREIN, MAY BE
PURCHASED OR HELD BY AN INDIVIDUAL RETIREMENT ACCOUNT THAT IS NOT SUCH AN
EMPLOYEE BENEFIT PLAN OR ENTITY, PROVIDED SUCH PURCHASE OR HOLDING IS NOT
PROHIBITED BY SECTION 4975 OF THE CODE.  ANY PERSON WHO PURCHASES OR
HOLDS THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN REPRESENTS AND
WARRANTS, BY ITS PURCHASE OR HOLDING HEREOF OR THEREOF, THAT THE FOREGOING IS
TRUE AND CORRECT.

      


      IN CONNECTION WITH ANY TRANSFER, THE
HOLDER OF THIS SECURITY WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH
CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE AMENDED AND
RESTATED DECLARATION OF TRUST TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE
FOREGOING RESTRICTIONS. THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY
IN MINIMUM DENOMINATIONS OF THE LIQUIDATION AMOUNT AND INTEGRAL MULTIPLES OF
SUCH LIQUIDATION AMOUNT IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS
SECURITY IN A BLOCK HAVING A LIQUIDATION AMOUNT OF LESS THAN $1,000 OR AN
INTEGRAL MULTIPLE THEREOF SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT
WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER
OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN FOR ANY PURPOSE,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY OR
SUCH INTEREST OR PARTICIPATION, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO
HAVE NO INTEREST WHATSOEVER IN THIS SECURITY OR ANY INTEREST OR PARTICIPATION
HEREIN.

       

       

      
        
          
          

        

        
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      SECTION 2.8.   Temporary
Debentures.  Pending the preparation of definitive Debentures,
the Company may execute, and the Trustee shall authenticate and deliver,
temporary Debentures (printed, lithographed, or typewritten). Such temporary
Debentures shall be substantially in the form of the definitive Debentures in
lieu of which they are issued, but with such omissions, insertions and
variations as may be appropriate for temporary Debentures, all as may be
determined by the Company. Every temporary Debenture shall be executed by the
Company and be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive
Debentures. Without unnecessary delay, the Company shall execute and shall
furnish definitive Debentures and thereupon any or all temporary Debentures may
be surrendered in exchange therefor (without charge to the holders), at the
office or agency of the Company designated for the purpose and the Trustee shall
authenticate and such office or agency shall deliver in exchange for such
temporary Debentures an equal aggregate principal amount of definitive
Debentures, unless the Company advises the Trustee to the effect that definitive
Debentures need not be authenticated and furnished until further notice from the
Company. Until so exchanged, the temporary Debentures shall be entitled to the
same benefits under this Indenture as definitive Debentures authenticated and
delivered hereunder.
 

      


      SECTION 2.9.   Mutilated, Destroyed, Lost
or Stolen Debentures.

      


      (a) In case
any temporary or definitive Debenture shall become mutilated or be destroyed,
lost or stolen, the Company (subject to the next succeeding sentence) shall
execute, and upon the Company’s request the Trustee (subject as aforesaid) shall
authenticate and deliver, a new Debenture bearing a number not contemporaneously
outstanding, in exchange and substitution for the mutilated Debenture, or in
lieu of and in substitution for the Debenture so destroyed, lost, stolen or
mutilated. In every case the applicant for a substituted Debenture shall furnish
to the Company and the Trustee such security or indemnity as may be required by
them to save each of them harmless, and, in every case of destruction, loss or
theft, the applicant shall also furnish to the Company and the Trustee evidence
to their satisfaction of the destruction, loss or theft of the applicant’s
Debenture and of the ownership thereof. The Trustee shall authenticate any such
substituted Debenture and deliver the same upon the written request or
authorization of the Chief Executive Officer, President, Chief Financial Officer
or any Executive Vice President and the Treasurer or any Assistant Treasurer of
the Company. Upon the issuance of any substituted Debenture, the Company or the
Trustee 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.
In case any Debenture that has matured or is about to mature shall become
mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a
substitute Debenture, pay or authorize the payment of the same (without
surrender thereof except in the case of a mutilated Debenture) if the applicant
for such payment shall furnish to the Company and the Trustee such security or
indemnity as they may require to save them harmless, and, in case of
destruction, loss or theft, evidence to the satisfaction of the Company and the
Trustee of the destruction, loss or theft of such Debenture and of the ownership
thereof.

       

       

      
        
          
          

        

        
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      (b) Every
replacement Debenture issued pursuant to the provisions of this Section 2.9
shall constitute an additional contractual obligation of the Company whether or
not the mutilated, destroyed, lost or stolen Debenture shall be found at any
time, or be enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Debentures
duly issued hereunder. All Debentures shall be held and owned upon the express
condition that the foregoing provisions are exclusive with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Debentures, and
shall preclude (to the extent lawful) any and all other rights or remedies,
notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement or payment of negotiable instruments or other
securities without their surrender.



      


      SECTION 2.10. Cancellation.  The
Company at any time may deliver Debentures to the Trustee for cancellation. All
Debentures surrendered for the purpose of payment, redemption, exchange or
registration of transfer shall, if surrendered to the Company or any Paying
Agent, be delivered to the Trustee for cancellation, or, if surrendered to the
Trustee, shall be canceled by it, and no Debentures shall be issued in lieu
thereof except as expressly required or permitted by any of the provisions of
this Indenture. On request of the Company at the time of such surrender, the
Trustee shall deliver to the Company canceled Debentures held by the Trustee. In
the absence of such request the Trustee may dispose of canceled Debentures in
accordance with its standard procedures and deliver a certificate of disposition
to the Company. If the Company shall otherwise acquire any of the Debentures,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Debentures unless and until the same are
delivered to the Trustee for cancellation.



      


      SECTION 2.11. Benefit of
Indenture.  Nothing in this Indenture or in the Debentures,
express or implied, shall give or be construed to give to any Person, other than
the parties hereto and the holders of the Debentures (and, with respect to the
provisions of ARTICLE XVII, the holders of the Senior Indebtedness) any legal or
equitable right, remedy or claim under or in respect of this Indenture, or under
any covenant, condition or provision herein contained; all such covenants,
conditions and provisions being for the sole benefit of the parties hereto and
of the holders of the Debentures (and, with respect to the provisions of ARTICLE
XVII, the holders of the Senior Indebtedness).



      


      SECTION 2.12. Authentication
Agent.

      


      (a) So long
as any of the Debentures remain Outstanding there may be an Authenticating Agent
for any or all such Debentures, which Authenticating Agent the Trustee shall
have the right to appoint. Said Authenticating Agent shall be authorized to act
on behalf of the Trustee to authenticate Debentures issued upon exchange,
transfer or partial redemption thereof, and Debentures 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. All references in
this Indenture to the authentication of Debentures by the Trustee shall be
deemed to include authentication by an Authenticating Agent. Each Authenticating
Agent shall be acceptable to and approved by the Company in writing and shall be
a corporation that has a combined capital and surplus, as most recently reported
or determined by it, sufficient under the 

       

       

      
        
          
          

        

        
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        laws of
any jurisdiction under which it is organized or in which it is doing business to
conduct a trust business, and that is otherwise authorized under such laws to
conduct such business and is subject to supervision or examination by federal or
state authorities. If at any time any Authenticating Agent shall cease to be
eligible in accordance with these provisions, it shall resign
immediately.

      

      


      (b) Any
Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time (and
upon request by the Company shall) terminate the agency of any Authenticating
Agent by giving written notice of termination to such Authenticating Agent and
to the Company. Upon resignation, termination or cessation of eligibility of any
Authenticating Agent, the Trustee may appoint a successor Authenticating Agent
eligible under the provisions of Section 13.2(a) of this Indenture. Any
successor Authenticating Agent, upon acceptance of its appointment hereunder,
shall become vested with all the rights, powers and duties of its predecessor
hereunder as if originally named as an Authenticating Agent pursuant
hereto.

      


      SECTION 2.13. CUSIP
Numbers.  The Company, in issuing the Debentures, may use a
“CUSIP” number (if then generally in use) and, if so, the Trustee shall use a
“CUSIP” number in notices of redemption as a convenience to Debentureholders;
provided that
any such notice may state that no representation is made as to the correctness
of such number either as printed on the Debentures or as contained in any notice
of a redemption and that reliance may be placed only on the other identification
numbers printed on the Debentures, and any such redemption shall not be affected
by any defect in or omission of such numbers.  The Company will
promptly notify the Trustee in writing of any change in the CUSIP
number.

      


      ARTICLE
III

      REDEMPTION
OF DEBENTURES
 

      


      SECTION 3.1.   Redemption.  Subject
to the Company having received prior approval of the Federal Reserve, if then
required under the applicable capital guidelines, policies or regulations of the
Federal Reserve, the Company may redeem the Debentures issued hereunder on and
after the dates set forth in and in accordance with the terms of this ARTICLE
III.
 

      


      SECTION 3.2.   Special Event
Redemption. Subject to the Company having received the prior approval of
the Federal Reserve, if then required under the applicable capital guidelines,
policies or regulations of the Federal Reserve, if a Special Event has occurred
and is continuing, then, notwithstanding Section 3.3(a) but subject to Section
3.3(b), the Company shall have the right upon not less than thirty (30) days’
nor more than sixty (60) days’ notice to the holders of the Debentures to redeem
the Debentures, in whole but not in part, for cash within one hundred eighty
(180) days following the occurrence of such Special Event (the “180-Day Period”)
at a redemption price equal to 100% of the principal amount to be redeemed plus
any accrued and unpaid interest thereon to the date of such redemption (the
“Redemption Price”), provided that if at the time there is available to the
Company the opportunity to eliminate, within the 180-Day Period, a Tax Event by
taking some ministerial action (a “Ministerial Action”), such as filing a form
or making an election, or pursuing some other similar reasonable measure which
has no adverse effect on the Company, the Trust or the holders of the Trust
Securities issued by the 

       

      
        
          
          

        

        
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        Trust,
the Company shall pursue such Ministerial Action in lieu of redemption, and,
provided further that the Company shall have no right to redeem the Debentures
pursuant to this Section 3.2 while it is pursuing any Ministerial Action
pursuant to its obligations hereunder, and, provided further that, if it is
determined that the taking of a Ministerial Action would not eliminate the Tax
Event within the 180 Day Period, the Company’s right to redeem the Debentures
pursuant to this Section 3.2 shall be restored and it shall have no further
obligations to pursue the Ministerial Action. The Redemption Price shall be paid
before 12:00 noon, New York time, on the date of such redemption or such earlier
time as the Company determines, provided that the Company shall deposit with the
Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York
time, on the date such Redemption Price is to be paid.
 

      

      


      SECTION 3.3.   Optional Redemption by the
Company.

      


      (a) Except as
otherwise may be specified in this Indenture, the Company shall have the right
to redeem the Debentures, in whole or in part, from time to time, on or after
March 15, 2015, at a Redemption Price equal to 100% of the principal amount to
be redeemed plus any accrued and unpaid interest thereon to the date of such
redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon
not less than thirty (30) days’ nor more than sixty (60) days’ notice to the
holder of the Debentures, at the Redemption Price. If the Debentures are only
partially redeemed pursuant to this Section 3.3(a), the Debentures shall be
redeemed pro rata or by lot or in such other manner as the Trustee shall deem
appropriate and fair in its discretion. The Redemption Price shall be paid
before 12:00 noon, New York time, on the date of such redemption or at such
earlier time as the Company determines provided that the Company shall deposit
with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m.,
New York time, on the date such Redemption Price is to be paid.

      


      (b) The
Company shall have the right to redeem Debentures at any time and from time to
time in a principal amount equal to the Liquidation Amount (as defined in the
Declaration) of any Preferred Securities purchased and beneficially owned by the
Company, plus an additional principal amount of Debentures equal to the
Liquidation Amount of that number of Common Securities that bears the same
proportion to the total number of Common Securities then outstanding as the
number of Preferred Securities to be redeemed bears to the total number of
Preferred Securities then outstanding. Such Debentures shall be redeemed
pursuant to this Section 3.3(b) only in exchange for and upon surrender by the
Company to the Property Trustee of the Preferred Securities and a proportionate
amount of Common Securities, whereupon the Property Trustee shall cancel the
Preferred Securities and Common Securities so surrendered and a Like Amount (as
defined in the Declaration) of Debentures shall be extinguished by the Trustee
and shall no longer be deemed Outstanding.



      


      SECTION 3.4.   Notice of
Redemption.

      


      (a) Except in
the case of a redemption pursuant to Section 3.3(b), in case the Company shall
desire to exercise such right to redeem all or, as the case may be, a portion of
the Debentures in accordance with the right reserved so to do, the Company
shall, or shall cause the Trustee to upon receipt of forty-five (45) days’
written notice from the Company, give notice of 

       

      
        
          
          

        

        
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        such
redemption to holders of the Debentures to be redeemed by mailing, first class
postage prepaid, a notice of such redemption not less than thirty (30) days and
not more than sixty (60) days before the date fixed for redemption to such
holders at their last addresses as they shall appear upon the Debenture Register
unless a shorter period is specified in the Debentures to be redeemed. Any
notice that is mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the registered holder receives
the notice. In any case, failure duly to give such notice to the holder of any
Debenture designated for redemption in whole or in part, or any defect in the
notice, shall not affect the validity of the proceedings for the redemption of
any other Debentures. In the case of any redemption of Debentures prior to the
expiration of any restriction on such redemption provided in the terms of such
Debentures or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officers’ Certificate evidencing compliance with any such restriction.
Each such notice of redemption shall specify the date fixed for redemption and
the Redemption Price and shall state that payment of the Redemption Price shall
be made at the office or agency of the Company established pursuant to Section
6.2 or at the Corporate Trust Office, upon presentation and surrender of such
Debentures, that interest accrued to the date fixed for redemption shall be paid
as specified in said notice and that from and after said date interest shall
cease to accrue. If less than all the Debentures are to be redeemed, the notice
to the holders of the Debentures shall specify the particular Debentures to be
redeemed. If the Debentures are to be redeemed in part only, the notice shall
state the portion of the principal amount thereof to be redeemed and shall state
that on and after the redemption date, upon surrender of such Debenture, a new
Debenture or Debentures in principal amount equal to the unredeemed portion
thereof shall be issued.

      

      


      (b) Except in
the case of a redemption pursuant to Section 3.3(b), if less than all the
Debentures are to be redeemed, the Company shall give the Trustee at least
forty-five (45) days’ written notice in advance of the date fixed for redemption
as to the aggregate principal amount of Debentures to be redeemed, and thereupon
the Trustee shall select, pro rata or by lot or in such other manner as it shall
deem appropriate and fair in its discretion, the portion or portions (equal to
$1,000 or any integral multiple thereof) of the Debentures to be redeemed and
shall thereafter promptly notify the Company in writing of the numbers of the
Debentures to be redeemed, in whole or in part. The Company may, if and whenever
it shall so elect pursuant to the terms hereof, by delivery of instructions
signed on its behalf by its Chief Executive Officer, President, Chief Financial
Officer or any Executive Vice President, instruct the Trustee or any Paying
Agent to call all or any part of the Debentures for redemption and to give
notice of redemption in the manner set forth in this Section 3.4, such notice to
be in the name of the Company or its own name as the Trustee or such Paying
Agent may deem advisable. In any case in which notice of redemption is to be
given by the Trustee or any such Paying Agent, the Company shall deliver or
cause to be delivered to, or permit to remain with, the Trustee or such Paying
Agent, as the case may be, such Debenture Register, transfer books or other
records, or suitable copies or extracts therefrom, sufficient to enable the
Trustee or such Paying Agent to give any notice by mail that may be required
under the provisions of this Section 3.4.



      


      SECTION 3.5.   Payment Upon
Redemption.

      


      (a) If the
giving of notice of redemption shall have been completed as above provided, the
Debentures or portions of Debentures to be redeemed specified in such notice
shall 

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

         

        become
due and payable on the date and at the place stated in such notice at the
applicable Redemption Price, and interest on such Debentures or portions of
Debentures shall cease to accrue on and after the date fixed for redemption,
unless the Company shall default in the payment of such Redemption Price with
respect to any such Debenture or portion thereof. On presentation and surrender
of such Debentures on or after the date fixed for redemption at the place of
payment specified in the notice, said Debentures shall be paid and redeemed at
the Redemption Price (but if the date fixed for redemption is an Interest
Payment Date, the interest installment payable on such date shall be payable to
the registered holder at the close of business on the applicable record date
pursuant to Section 3.3).

      

      


      (b) Upon
presentation of any Debenture that is to be redeemed in part only, the Company
shall execute and the Trustee shall authenticate and the office or agency where
the Debenture is presented shall deliver to the holder thereof, at the expense
of the Company, a new Debenture of authorized denomination in principal amount
equal to the unredeemed portion of the Debenture so presented.
 

      


      SECTION 3.6.   No Sinking
Fund.  The Debentures are not entitled to the benefit of any
sinking fund.
 


      


      ARTICLE
IV

      [INTENTIONALLY
OMITTED]

      


      ARTICLE
V

      EXTENSION
OF INTEREST PAYMENT PERIOD
 

      


      SECTION 5.1.   Extension of Interest
Payment Period.  So long as no Event of Default has occurred
and is continuing, the Company shall have the right, at any time and from time
to time during the term of the Debentures, to defer payments of interest by
extending the interest payment period of such Debentures for a period not
exceeding twenty (20) consecutive quarters (the “Extension Period”), during
which Extension Period no interest shall be due and payable; provided that no
Extension Period may extend beyond the Maturity Date or end on a date other than
an Interest Payment Date. To the extent permitted by applicable law, interest,
the payment of which has been deferred because of the extension of the interest
payment period pursuant to this Section 5.1, shall bear interest thereon at the
Coupon Rate compounded quarterly for each quarter of the Extension Period
(“Compounded Interest”).  At the end of the Extension Period, the
Company shall calculate (and deliver such calculation to the Trustee) and pay
all interest accrued and unpaid on the Debentures, including any Additional
Payments and Compounded Interest (together, “Deferred Payments”) that shall be
payable to the holders of the Debentures in whose names the Debentures are
registered in the Debenture Register on the first record date after the end of
the Extension Period. Before the termination of any Extension Period, the
Company may further extend such period so long as no Event of Default has
occurred and is continuing, provided that such period together with all such
further extensions thereof shall not exceed twenty (20) consecutive quarters, or
extend beyond the Maturity Date of the Debentures or end on a date other than an
Interest Payment Date. Upon the termination of any Extension Period and upon the
payment of all Deferred Payments then due, the Company may commence a new
Extension Period, subject to the foregoing requirements. No interest shall be
due and payable during an Extension Period, except at the end thereof, but the
Company may prepay at any time all or any portion of the interest accrued during
an Extension Period.
 

       

       

      
        
          
          

        

        
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      SECTION 5.2.   Notice of
Extension.

      


      (a) If the
Property Trustee is the only registered holder of the Debentures at the time the
Company selects an Extension Period, the Company shall give written notice to
the Administrative Trustees, the Property Trustee and the Trustee of its
selection of such Extension Period at least two (2) Business Days before the
earlier of (i) the next succeeding date on which Distributions on the Trust
Securities issued by the Trust are payable; or (ii) the date the Trust is
required to give notice of the record date, or the date such Distributions are
payable, to holders of the Preferred Securities issued by the Trust, but in any
event at least one Business Day before such record date.

      


      (b) If the
Property Trustee is not the only holder of the Debentures at the time the
Company selects an Extension Period, the Company shall give the holders of the
Debentures and the Trustee written notice of its selection of such Extension
Period at least two (2) Business Days before the earlier of (i) the next
succeeding Interest Payment Date; or (ii) the date the Company is required to
give notice of the record or payment date of such interest payment to any
applicable exchange or self-regulatory organization or to holders of the
Debentures.

      


      (c) The
quarter in which any notice is given pursuant to paragraphs (a) or (b) of this
Section 5.2 shall be counted as one of the twenty (20) quarters permitted in the
maximum Extension Period permitted under Section 5.1.

      


      SECTION 5.3.   Limitation on
Transactions.  If (a) the Company shall exercise its right to
defer payment of interest as provided in Section 5.1 or (b) there shall have
occurred and be continuing any Event of Default, then neither the Company nor
any Subsidiary shall (i) declare or pay any dividends or distributions on, or
redeem, purchase, acquire, or make a liquidation payment with respect to, any of
its capital stock; (ii) make any payment of interest, principal or premium, if
any, or repay, repurchase or redeem any debt securities issued by the Company or
any Subsidiary which rank pari
passu with or junior to the Debentures or make any guarantee payments
with respect to any guarantee by the Company of any debt securities if such
guarantee ranks pari
passu with or junior in interest to the Debentures (other than, in the
case of both (i) and (ii) above, (A) repurchases, redemptions or other
acquisitions of shares of its capital stock in connection with (x) any
employment contract, benefit plan or other similar arrangement with or for the
benefit of one or more employees, officers, directors, or consultants, (y) a
dividend reinvestment or shareholder stock purchase plan or (z) the issuance of
capital stock (or securities convertible into or exercisable for such capital
stock) as consideration in an acquisition transaction entered into prior to the
occurrence of the Event of Default or the applicable Extension Period, (B) as a
result of any exchange, reclassification, combination or conversion of any class
or series of the capital stock of the Company or any of its Subsidiaries for any
class or series of its capital stock or of any class or series of its
indebtedness for any class or series of its capital stock, (C) the purchase of
fractional interests in shares of its capital stock pursuant to the conversion
or exchange provisions of such capital stock or the security being converted or
exchanged, (D) any declaration of a dividend in connection with any
shareholder’s rights plan, or 

       

      
        
          
          

        

        
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        the
issuance of rights, stock or other property under any shareholders’ rights plan,
or the redemption or repurchase of rights pursuant thereto, (E) dividends or
distributions made by a Subsidiary to the Company, (F) dividends or
distributions made by a Subsidiary to a Subsidiary, or (G) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other rights is the
same stock as that on which the dividend is being paid or ranks pari passu with or junior to
such stock); or (iii) redeem, purchase or acquire less than all of the
Outstanding Debentures or any of the Preferred Securities; provided, however, that,
notwithstanding the foregoing, the Company may make payments pursuant to its
obligations under the Preferred Securities Guarantee.

      

      


      ARTICLE
VI

      PARTICULAR
COVENANTS OF THE COMPANY
 

      


      SECTION 6.1.   Payment of Principal and
Interest.  The Company shall duly and punctually pay or cause
to be paid the principal of and interest on the Debentures at the time and place
and in the manner provided herein. Each such payment of the principal of and
interest on the Debentures shall relate only to the Debentures, shall not be
combined with any other payment of the principal of or interest on any other
obligation of the Company, and shall be clearly and unmistakably identified as
pertaining to the Debentures.
 

      


      SECTION 6.2.   Maintenance of
Agency. So long as any of the Debentures remain Outstanding, the Company
shall maintain, or shall cause to be maintained, an office or agency in the
State of Maryland, County of Garrett, the City of Oakland, and at such other
location or locations as may be designated as provided in this Section 6.2,
where (a) Debentures may be presented for payment; (b) Debentures may be
presented as hereinabove authorized for registration of transfer and exchange;
and (c) notices and demands to or upon the Company in respect of the Debentures
and this Indenture may be given or served, such designation to continue with
respect to such office or agency until the Company shall, by written notice
signed by its President, Chief Financial Officer or an Executive Vice President
and delivered to the Trustee, designate some other office or agency for such
purposes or any of them. 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, 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, notices and demands.
In addition to any such office or agency, the Company may from time to time
designate one or more offices or agencies outside of the State of Maryland,
County of Garrett, City of Oakland, where the Debentures may be presented for
registration or transfer and for exchange in the manner provided herein, and the
Company may from time to time rescind such designation as the Company may deem
desirable or expedient; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain any such office or agency in the State of Maryland,
County Garrett, the City of Oakland, for the purposes above mentioned. The
Company shall give the Trustee prompt written notice of any such designation or
rescission thereof.

       

      
        
          
          

        

        
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      SECTION 6.3.   Paying
Agents.

      


      (a) The
Company shall be the initial Paying Agent. If the Company shall appoint one or
more Paying Agents for the Debentures, other than the Trustee, the Company shall
cause each such Paying Agent to execute and deliver to the Trustee an instrument
in which such agent shall agree with the Trustee, subject to the provisions of
this Section 6.3:

      


      (i) that it
shall hold all sums held by it as such agent for the payment of the principal of
or interest on the Debentures (whether such sums have been paid to it by the
Company or by any other obligor of such Debentures) in trust for the benefit of
the Persons entitled thereto;

      


      (ii) that it
shall give the Trustee notice of any failure by the Company (or by any other
obligor of such Debentures) to make any payment of the principal of or interest
on the Debentures when the same shall be due and payable;

      


      (iii) that it
shall, at any time during the continuance of any failure referred to in the
preceding paragraph (a)(ii) above, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such Paying Agent;
and

      


      (iv) that it
shall perform all other duties of Paying Agent as set forth in this
Indenture.

      


      (b) If the
Company shall act as its own Paying Agent with respect to the Debentures, it
shall on or before each due date of the principal of or interest on such
Debentures, set aside, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay such principal or interest so
becoming due on Debentures until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and shall promptly notify the Trustee
of such action, or any failure (by it or any other obligor on such Debentures)
to take such action. Whenever the Company shall have one or more Paying Agents
for the Debentures, it shall, prior to each due date of the principal of or
interest on any Debentures, deposit with the Paying Agent a sum sufficient to
pay the principal or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal or interest, and (unless
such Paying Agent is the Trustee) the Company shall promptly notify the Trustee
of this action or failure so to act.

      


      (c) Notwithstanding
anything in this Section 6.3 to the contrary, (i) the agreement to hold sums in
trust as provided in this Section 6.3 is subject to the provisions of Section
14.3 and 14.4; and (ii) 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 direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same terms and conditions 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.

       

      
        
          
          

        

        
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      SECTION 6.4.   Appointment to Fill Vacancy
in Office of the Trustee.  The Company, whenever necessary to
avoid or fill a vacancy in the office of Trustee, shall appoint, in the manner
provided in Section 10.12, a Trustee, so that there shall at all times be a
Trustee hereunder.
 

      


      SECTION 6.5.   Compliance with
Consolidation Provisions.  The Company shall not, while any of
the Debentures remain Outstanding, consolidate with, or merge into, or merge
into itself, or sell or convey all or substantially all of its property to any
other company unless such consolidation, merger, sale or conveyance is in
compliance with the provisions of ARTICLE XIII hereof.
 

      


      SECTION 6.6.   Limitation on
Transactions.  If Debentures are issued to the Trust or a
trustee of the Trust in connection with the issuance of Trust Securities by the
Trust and (a) there shall have occurred and be continuing an Event of Default;
(b) the Company shall be in default with respect to its payment of any
obligations under the Preferred Securities Guarantee relating to the Trust; or
(c) if the Company shall have given notice of its election to defer payments of
interest on such Debentures by extending the interest payment period as provided
in this Indenture and such Extension Period, or any extension thereof, shall be
continuing, then neither the Company nor any Subsidiary shall (i) 
declare or pay any dividends or distributions
on, or redeem, purchase, acquire, or make a liquidation payment with respect to,
any of its capital stock; (ii) make any payment of interest, principal or
premium, if any, or repay, repurchase or redeem any debt securities issued by
the Company or any Subsidiary which rank pari passu with or junior to
the Debentures or make any guarantee payments with respect to any guarantee by
the Company of any debt securities if such guarantee ranks pari passu with or junior in
interest to the Debentures (other than, in the case of both (i) and (ii) above,
(A) repurchases, redemptions or other acquisitions of shares of its capital
stock in connection with (x) any employment contract, benefit plan or other
similar arrangement with or for the benefit of one or more employees, officers,
directors, or consultants, (y) a dividend reinvestment or shareholder stock
purchase plan or (z) the issuance of capital stock (or securities convertible
into or exercisable for such capital stock) as consideration in an acquisition
transaction entered into prior to the occurrence of the Event of Default or the
applicable Extension Period, (B) as a result of any exchange, reclassification,
combination or conversion of any class or series of the capital stock of the
Company or any of its Subsidiaries for any class or series of its capital stock
or of any class or series of its indebtedness for any class or series of its
capital stock, (C) the purchase of fractional interests in shares of its capital
stock pursuant to the conversion or exchange provisions of such capital stock or
the security being converted or exchanged, (D) any declaration of a dividend in
connection with any shareholder’s rights plan, or the issuance of rights, stock
or other property under any shareholders’ rights plan, or the redemption or
repurchase of rights pursuant thereto, (E) dividends or distributions made by a
Subsidiary to the Company, (F) dividends or distributions made by a Subsidiary
to a Subsidiary, or (G) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or the stock issuable upon exercise of
such warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to
such stock); or (iii) redeem, purchase or acquire less than all of the
Outstanding Debentures or any of the Preferred Securities; provided, however, that,
notwithstanding the foregoing, the Company may make payments pursuant to its
obligations under the Preferred Securities Guarantee.

       

      
        
          
          

        

        
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      SECTION 6.7.   Covenants as to the
Trust.  For so long as the Trust Securities of the Trust remain
outstanding, the Company (a) shall maintain 100% direct or indirect ownership of
the Common Securities of the Trust; provided, however, that any
permitted successor of the Company under this Indenture may succeed to the
Company’s ownership of the Common Securities; (b) shall not voluntarily
terminate, wind up or liquidate the Trust, except upon prior approval of the
Federal Reserve if then so required under applicable capital guidelines,
policies or regulations of the Federal Reserve; (c) shall use its reasonable
efforts to cause the Trust (i) to remain a statutory trust (and to avoid
involuntary termination, winding up or liquidation), except in connection with a
distribution of Debentures, the redemption of all of the Trust Securities of the
Trust or certain mergers, consolidations or amalgamations, each as permitted by
the Declaration; and (ii) to otherwise continue to be classified as a grantor
trust and not as an association taxable as a corporation or partnership for
United States federal income tax purposes; and (d) shall use its reasonable
efforts to cause each holder of Trust Securities to be treated as owning an
individual beneficial interest in the Debentures.

      


      SECTION 6.8.   Covenants as to
Purchases.  Except upon the exercise by the Company of its
right to redeem the Debentures pursuant to Section 3.2 upon the occurrence and
continuation of a Special Event, the Company shall not purchase any Debentures,
in whole or in part, from the Trust prior to March 15, 2015.
 

      


      SECTION 6.9.   Waiver of Usury, Stay or Extension
Laws.  The Company shall not at any time insist upon, or plead,
or in any manner whatsoever claim or take the benefit or advantage of, any
usury, stay or extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performances 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 extension of every such power as though no such law
had been enacted.
 

      


      SECTION 6.10. Limitation on Additional
Junior Indebtedness.  The Company shall not, and it shall not
cause or permit any Subsidiary of the Company to, incur, issue or be obligated
on any Additional Junior Indebtedness, either directly or indirectly, by way of
guarantee, suretyship or otherwise, other than Additional Junior Indebtedness
(i) that, by its terms, is expressly stated to be either junior and subordinate
or pari passu in all
respects to the Debentures, and (ii) of which the Company has notified (and, if
then required under the applicable guidelines of the regulating entity, has
received approval from) the Federal Reserve.



      


      SECTION 6.11. No Intent to Commence
Extension Period.  The Company has no present intention to
exercise its right under Section 5.1 to defer payments of interest on the
Debentures by selecting an Extension Period. The Company believes that the
likelihood that it would exercise its right under Section 5.1 to defer payments
of interest on the Debentures by selecting an Extension Period at any time
during which the Debentures are outstanding is remote because of the
restrictions that would be imposed on the Company pursuant to Sections 5.3 and
6.6 of this Indenture.
 

       

      
        
          
          

        

        
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      SECTION 6.12. Notice of Certain
Events.  The Company shall give prompt written notice to the
Trustee and any Paying Agent of (i) any Default or Event of Default (ii) any
cure or waiver of any Default or Event of Default and (iii) any default or
notice of default with respect to Senior Debt.



      


      SECTION 6.13. Compliance
Certificate.  The Company shall deliver to the Trustee within
forty-five (45) days after the end of each fiscal year of the Company, a
certificate signed by the principal executive officer, principal financial
officer or principal accounting officer of the Company, as to the signer’s
knowledge of the Company’s compliance with all conditions and covenants
contained in this Indenture (determined without regard to any period of grace or
requirement of notice provided herein).

      


      ARTICLE
VII

      THE
DEBENTUREHOLDERS’ LISTS AND REPORTS BY THE COMPANY
 

      


      SECTION 7.1.   The Company to Furnish the
Trustee Names and Addresses of the Debentureholders.  The Company
shall furnish or cause to be furnished to the Trustee (a) on a quarterly basis
on each regular record date (as described in Section 2.5) a list, in such form
as the Trustee may reasonably require, of the names and addresses of the holders
of the Debentures as of such regular record date, provided that the Company
shall not be obligated to furnish or cause to be furnished such list at any time
that the list shall not differ in any respect from the most recent list
furnished to the Trustee by the Company (in the event the Company fails to
provide such list on a quarterly basis, the Trustee shall be entitled to rely on
the most recent list provided by the Company); and (b) at such other times as
the Trustee may request in writing within thirty (30) days after the receipt by
the Company of any such request, a list in similar form and content as of a date
not more than fifteen (15) days prior to the time such list is furnished; provided, however, that, in
either case, no such list need be furnished if the Trustee shall be the
Debenture Registrar.
 

      


      SECTION 7.2.   Preservation of Information
Communications with the Debentureholders.

      


      (a) The
Trustee shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of the holders of Debentures contained
in the most recent list furnished to it as provided in Section 7.1 and as to the
names and addresses of holders of Debentures received by the Trustee in its
capacity as Debenture Registrar for the Debentures (if acting in such
capacity).

       

      (b) The
Trustee may destroy any list furnished to it as provided in Section 7.1 upon
receipt of a new list so furnished.

       

      (c) Debentureholders
may communicate as provided in Section 312(b) of the Trust Indenture Act with
other Debentureholders with respect to their rights under this Indenture or
under the Debentures.



       

      
        
          
          

        

        
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      SECTION 7.3.  Reports by the
Company.

      


      (a) The
Company covenants and agrees to provide directly to Debentureholders and holders
of Preferred Securities, within fifteen (15) days after the Company files the
same with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the Commission may from time to time by rules and regulations prescribe) that
the Company is required to provide to shareholders pursuant to the Exchange
Act.

       

      (b) The
Company covenants and agrees to file with the Trustee and the Commission, in
accordance with the rules and regulations prescribed from time to time by the
Commission, such additional information, documents and reports with respect to
compliance by the Company with the conditions and covenants provided for in this
Indenture as may be required from time to time by such rules and
regulations.

       

      (c) The
Company covenants and agrees to transmit by mail, first class postage prepaid,
or reputable overnight delivery service that provides for evidence of receipt,
to the Debentureholders, as their names and addresses appear upon the Debenture
Register, within thirty (30) days after the filing thereof with the Trustee,
such summaries of any information, documents and reports required to be filed by
the Company pursuant to subsections (a) and (b) of this Section 7.3 as may be
required by rules and regulations prescribed from time to time by the
Commission.

       

      (d) Any
report, information or document delivered to the Trustee pursuant to this
Section 7.3 is for informational purposes only and the Trustee’s receipt of such
shall not constitute notice or constructive notice of any information contained
therein, including the Company’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officer’s
Certificates
 

      


      ARTICLE
VIII

      REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS ON EVENT
OF DEFAULT
 

       

      SECTION 8.1.   Events
of Default.

       

      (a) Whenever
used herein with respect to the Debentures, “Event of Default” means any one or
more of the following events that has occurred and is continuing:

      


      (i) the
Company defaults in the payment of any installment of interest upon any of the
Debentures, as and when the same shall become due and payable, and continuance
of such default for a period of thirty (30) days; provided,
however, that a valid extension of an interest payment period by the
Company in accordance with the terms of this Indenture shall not constitute a
default in the payment of interest for this purpose;

       

      (ii) the
Company defaults in the payment of the principal on the Debentures as and when
the same shall become due and payable whether at maturity, upon redemption, by
declaration or otherwise;

       

      
        
          
          

        

        
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      (iii) the
Company fails to observe or perform any other of its covenants or agreements
with respect to the Debentures for a period of ninety (90) days after the date
on which written notice of such failure, requiring the same to be remedied and
stating that such notice is a “Notice of Default” hereunder, shall have been
given to the Company by the Trustee, by registered or certified mail, or to the
Company and the Trustee by the holders of at least twenty-five percent (25%) in
principal amount of the Debentures at the time
Outstanding;

       

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

       

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

       

      (vi) the Trust
shall have voluntarily or involuntarily dissolved, wound-up its business or
otherwise terminated its existence except in connection with (A) the
distribution of Debentures to holders of Trust Securities in liquidation of
their interests in the Trust; (B) the redemption of all of the outstanding Trust
Securities of the Trust, or the conversion of all of the Debentures in
accordance with ARTICLE IV hereof; or (C) certain mergers, consolidations or
amalgamations, each as permitted by the Declaration.

      


      (b) In
each and every such case referred to in items (i) through (vi) of Section
8.1(a), unless the principal of all the Debentures shall have already become due
and payable, either the Trustee or the holders of not less than twenty-five
percent (25%) in aggregate principal amount of the Debentures then Outstanding
hereunder, by notice in writing to the Company (and to the Trustee if given by
such Debentureholders) may declare the principal of all the Debentures to be due
and payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable, notwithstanding anything contained in this
Indenture or in the Debentures.

       

      (c) At any
time after the principal of the Debentures shall have been so declared due and
payable, and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered as hereinafter provided, the holders of at
least a majority in aggregate principal amount of the Debentures then
Outstanding hereunder, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if: 

       

      
        
          
          

        

        
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        (i) the
Company has paid or deposited with the Trustee a sum sufficient to pay all
matured installments of interest upon all the Debentures and the principal of
any and all Debentures that shall have become due otherwise than by acceleration
(with interest upon such principal, and, to the extent that such payment is
enforceable under applicable law, upon overdue installments of interest, at the
rate per annum expressed in the Debentures to the date of such payment or
deposit) and the amount payable to the Trustee under Section 10.8; and (ii) any
and all Events of Default under this Indenture, other than the nonpayment of
principal on Debentures that shall not have become due by their terms, shall
have been remedied or waived as provided in Section 8.6. No such rescission and
annulment shall extend to or shall affect any subsequent default or impair any
right consequent thereon.

      

      


      (d) If
the Trustee shall have proceeded to enforce any right with respect to Debentures
under this Indenture and such proceedings shall have been discontinued or
abandoned because of such rescission or annulment or for any other reason or
shall have been determined adversely to the Trustee, then and in every such case
the Company and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Company and the Trustee shall continue as though no such proceedings had been
taken.

       

      SECTION 8.2.   Collection
of Indebtedness and Suits for Enforcement by the
Trustee.

       

      (a) The
Company covenants that (i) in case it shall default in the payment of any
installment of interest on any of the Debentures, and such default shall have
continued for a period of thirty (30) days (other than by reason of a valid
extension of an interest payment period by the Company in accordance with the
terms of this Indenture); or (ii) in case it shall default in the payment of the
principal of any of the Debentures when the same shall have become due and
payable, whether upon maturity of the Debentures or upon redemption or upon
declaration or otherwise, then, upon demand of the Trustee, the Company shall
pay to the Trustee, for the benefit of the holders of the Debentures, the whole
amount that then shall have been become due and payable on all such Debentures
for principal or interest, or both, as the case may be, with interest upon the
overdue principal; and (to the extent that payment of such interest is
enforceable under applicable law and, if the Debentures are held by the Trust or
a trustee of the Trust, without duplication of any other amounts paid by the
Trust or trustee in respect thereof) upon overdue installments of interest at
the rate per annum expressed in the Debentures; and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, and the amount payable to the Trustee under Section
10.8.

      


      (b) If the
Company shall fail to pay such amounts set forth in Section 8.2(a) forthwith
upon such demand, the Trustee, in its own name and as trustee of an express
trust, shall be entitled and empowered to institute any action or proceedings at
law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceeding to judgment or final decree, and may
enforce any such judgment or final decree against the Company or other obligor
upon the Debentures and collect the moneys adjudged or decreed to be payable in
the manner provided by law out of the property of the Company or other obligor
upon the Debentures, wherever situated.

       

      
        
          
          

        

        
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      (c) In case
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
readjustment, arrangement, composition or judicial proceedings affecting the
Company, the Trust, or the creditors or property of either, the Trustee shall
have power to intervene in such proceedings and take any action therein that may
be permitted by the court and shall (except as may be otherwise provided by law)
be entitled to file such proofs of claim and other papers and documents as may
be necessary or advisable in order to have the claims of the Trustee and of the
holders of the Debentures allowed for the entire amount due and payable by the
Company under this Indenture at the date of institution of such proceedings and
for any additional amount that may become due and payable by the Company after
such date, and to collect and receive any moneys or other property payable or
deliverable on any such claim, and to distribute the same after the deduction of
the amount payable to the Trustee under Section 10.8; and any receiver, assignee
or trustee in bankruptcy or reorganization is hereby authorized by each of the
holders of the Debentures to make such payments to the Trustee, and, in the
event that the Trustee shall consent to the making of such payments directly to
such Debentureholders, to pay to the Trustee any amount due it under Section
10.8.

      


      (d) All
rights of action and of asserting claims under this Indenture, or under any of
the terms established with respect to the Debentures, may be enforced by the
Trustee without the possession of any of such Debentures, or the production
thereof at any trial or other proceeding relative thereto, and any such suit or
proceeding instituted by the Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment shall, after provision for
payment to the Trustee of any amounts due under Section 10.8, be for the ratable
benefit of the holders of the Debentures. In case of an Event of Default
hereunder which is continuing, the Trustee may in its discretion proceed to
protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law. Nothing contained herein
shall be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Debentureholder any plan of reorganization, arrangement,
adjustment or composition affecting the Debentures or the rights of any holder
thereof or to authorize the Trustee to vote in respect of the claim of any
Debentureholder in any such proceeding.



      


      SECTION 8.3.   Application of Moneys
Collected. After an Event of Default, any moneys or other assets
distributable with respect to the Debentures shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the
distribution of such moneys or other assets on account of principal or interest,
upon presentation of the Debentures, and notation thereon of the payment, if
only partially paid, and upon surrender thereof if fully paid:

      


      FIRST:                      To
the payment of costs and expenses of collection and of all amounts payable to
the Trustee under Section 10.8;

      


      SECOND:                 To
the payment of all Senior Indebtedness if and to the extent required by ARTICLE
XVII;

       

       

      
        
          
          

        

        
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      THIRD:                      To
the payment of the amounts then due and unpaid upon the Debentures for principal
and interest, 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 Debentures for principal and interest,
respectively;

      


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



      


      SECTION 8.4.   Limitation on
Suits.

      


      (a) Except as
set forth in this Indenture, no holder of any Debenture shall have any right by
virtue or by availing of any provision of this Indenture to institute any suit,
action or proceeding in equity or at law upon or under or with respect to this
Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless (i) such holder previously shall have given to the
Trustee written notice of an Event of Default and of the continuance thereof
with respect to the Debentures specifying such Event of Default, as hereinbefore
provided; (ii) the holders of not less than twenty-five (25%) in aggregate
principal amount of the Debentures then Outstanding shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own
name as trustee hereunder; (iii) such holder or holders shall have offered to
the Trustee such reasonable indemnity as it may require against the costs,
expenses and liabilities to be incurred therein or thereby; and (iv) the Trustee
for sixty (60) days after its receipt of such notice, request and offer of
indemnity shall have failed to institute any such action, suit or proceeding and
during such sixty (60) day period, the holders of at least a majority in
principal amount of the Debentures do not give the Trustee a direction
inconsistent with the request.

      


      (b) Notwithstanding
anything contained herein to the contrary or any other provisions of this
Indenture, the right of any holder of the Debentures to receive payment of the
principal of and interest on the Debentures, as therein provided, on or after
the respective due dates expressed in such Debenture (or in the case of
redemption, on the redemption date), or to institute suit for the enforcement of
any such payment on or after such respective dates or redemption date, shall not
be impaired or affected without the consent of such holder and by accepting a
Debenture hereunder it is expressly understood, intended and covenanted by the
taker and holder of every Debenture with every other such taker and holder and
the Trustee that no one or more holders of the Debentures shall have any right
in any manner whatsoever by virtue or by availing of any provision of this
Indenture to affect, disturb or prejudice the rights of the holders of any other
of such Debentures, or to obtain or seek to obtain priority over or preference
to any other such holder, or to enforce any right under this Indenture, except
in the manner herein provided and for the equal, ratable and common benefit of
all holders of the Debentures. For the protection and enforcement of the
provisions of this Section 8.4, each and every Debentureholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.
 

      


      SECTION 8.5.   Rights and Remedies
Cumulative; Delay or Omission Not Waiver.

      


      (a) Except as
otherwise provided in Section 2.9, all powers and remedies given by this ARTICLE
VIII to the Trustee or to the Debentureholders shall, to the extent


       

      
        
          
          

        

        
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        permitted
by law, be deemed cumulative and not exclusive of any other powers and remedies
available to the Trustee or the holders of the Debentures, by judicial
proceedings or otherwise, to enforce the performance or observance of the
covenants and agreements contained in this Indenture or otherwise established
with respect to such Debentures.

      

      


      (b) No delay
or omission of the Trustee or of any holder of any of the Debentures to exercise
any right or power accruing upon any Event of Default occurring and continuing
as aforesaid shall impair any such right or power, or shall be construed to be a
waiver of any such default or an acquiescence therein; and, subject to the
provisions of Section 8.4, every power and remedy given by this ARTICLE VIII or
by law to the Trustee or the Debentureholders may be exercised from time to
time, and as often as shall be deemed expedient, by the Trustee or by the
Debentureholders.
 

      


      SECTION 8.6.   Control by the
Debentureholders.  The holders of at least a majority in
aggregate principal amount of the Debentures at the time Outstanding, determined
in accordance with Section 11.4, 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, however, that such
direction shall not be in conflict with any rule of law or with this Indenture.
Subject to the provisions of Section 10.1, the Trustee shall have the right to
decline to follow any such direction if the Trustee in good faith shall
determine that the action so directed would be unjustly prejudicial to the
holders not taking part in such direction or if the Trustee, being advised by
counsel, determines that the action or proceeding so directed may not lawfully
be taken, or if a Responsible Officer or Officers of the Trustee, determine that
the proceeding so directed would involve the Trustee in personal liability. The
holders of at least a majority in aggregate principal amount of the Debentures
at the time Outstanding affected thereby, or the holders of at least a majority
in liquidation preference of the Trust Securities of the Trust at the time
Outstanding affected thereby, in each case determined in accordance with Section
11.4, may on behalf of the holders of all of the Debentures or of all of the
Preferred Securities waive any past default in the performance of any of the
covenants contained herein and its consequences or any past Default or Event of
Default, except (i) a default in the payment of the principal of or interest on
any of the Debentures as and when the same shall become due by the terms of such
Debentures otherwise than by acceleration (unless such default has been cured
and a sum sufficient to pay all matured installments of interest and principal
due otherwise than by acceleration has been deposited with the Trustee (in
accordance with Section 8.1(c); (ii) a default in the covenants contained in
Section 6.7; or (iii) in respect of a covenant or provision hereof which cannot
be modified or amended without the consent of the holder of each Outstanding
Debenture affected; provided, however, that if the
Debentures are held by the Trust or a trustee of the Trust, such waiver or
modification to such waiver shall not be effective until the holders of a
majority in liquidation preference of Trust Securities of the Trust shall have
consented to such waiver or modification to such waiver; provided further that if the
Debentures are held by the Trust or a trustee of the Trust, and if the consent
of the holder of each Outstanding Debenture is required, such waiver shall not
be effective until each holder of the Trust Securities of the Trust shall have
consented to such waiver. Upon any such waiver, the default covered thereby
shall be deemed to be cured for all purposes of this Indenture and the Company,
the Trustee and the holders of the Debentures shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other default or impair any right consequent thereon.
 

       

      
        
          
          

        

        
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      SECTION 8.7.   Undertaking to Pay
Costs.  All parties to this Indenture agree, and each holder of
any Debentures by such holder’s 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 the Trustee, the filing by
any party litigant in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section 8.7 shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Debentureholder, or
group of the Debentureholders holding more than ten percent (10%) in aggregate
principal amount of the Outstanding Debentures, or to any suit instituted by any
Debentureholder for the enforcement of the payment of the principal of or
interest on the Debentures, on or after the respective due dates expressed in
such Debenture or established pursuant to this Indenture.
 

      


      SECTION 8.8.   Direct Action; Right of
Setoff.  In the event that an Event of Default has occurred and
is continuing and such event is attributable to the failure of the Company to
pay interest on or principal of the Debentures on an Interest Payment Date or
Maturity Date, as applicable, then a holder of Preferred Securities may
institute and prosecute a legal proceeding directly against the Company for
enforcement of payment to such holder of the principal of or interest on such
Debentures having a principal amount equal to the aggregate Liquidation Amount
of the Preferred Securities of such holders (a “Direct Action”). In connection
with such Direct Action, the Company will have a right of setoff under this
Indenture to the extent of any payment actually made by the Company to such
holder of the Preferred Securities with respect to such Direct
Action.

      


      ARTICLE
IX

      FORM OF
THE DEBENTURE AND ORIGINAL ISSUE



      


      SECTION 9.1.   Form of
Debenture.  The Debenture and the Trustee’s Certificate of
Authentication to be endorsed thereon are to be substantially in the forms
contained as Exhibit
A to this Indenture, attached hereto and incorporated herein by
reference.
 

      


      SECTION 9.2.   Original Issue of the
Debentures.  Debentures in the aggregate principal amount of up
to $30,930,000 may, upon execution of this Indenture, be executed by the Company
and delivered to the Trustee for authentication. The Trustee shall thereupon
authenticate and deliver said Debentures to or upon the written order of the
Company, signed by its Chief Executive Officer, its President, or any Executive
Vice President and its Treasurer or an Assistant Treasurer, without any further
action by the Company.
 

      


      
        
          
          

        

        
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      ARTICLE
X

      CONCERNING
THE TRUSTEE
 

      


      SECTION 10.1. Certain Duties and
Responsibilities of the Trustee.

      


      (a) The
Trustee, prior to the occurrence of an Event of Default and after the curing of
all Events of Default that may have occurred, shall undertake to perform with
respect to the Debentures such duties and only such duties as are specifically
set forth in this Indenture, and no implied covenants shall be read into this
Indenture against the Trustee. In case an Event of Default has occurred that has
not been cured or waived, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill
in its exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs.

      


      (b) 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:

      


      (i) prior to
the occurrence of an Event of Default and after the curing or waiving of all
such Events of Default that may have occurred:

      


      (A) the
duties and obligations of the Trustee shall with respect to the Debentures be
determined solely by the express provisions of this Indenture, and the Trustee
shall not be liable with respect to the Debentures 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

      


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

      


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

      


      (iii) 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 not
less than a majority in principal amount of the Debentures at the time
Outstanding relating to the time, method and place of conducting any


       

      
        
          
          

        

        
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        proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee under this Indenture with respect to the Debentures;
and

      

      


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

      


      SECTION 10.2. Notice of
Defaults.  Within ninety (90) days after actual knowledge by a
Responsible Officer of the Trustee of the occurrence of any Default hereunder
with respect to the Debentures, the Trustee shall transmit by mail to all
holders of the Debentures, as their names and addresses appear in the Debenture
Register, notice of such Default, 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 or interest (including
any Additional Payments) on any Debenture, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of the directors and/or Responsible Officers of
the Trustee determines in good faith that the withholding of such notice is in
the interests of the holders of such Debentures; and provided further that in the
case of any Default of the character specified in section 8.1(a)(iii), no such
notice to holders of Debentures need be sent until at least thirty (30) days
after the occurrence thereof.
 

      


      SECTION 10.3. Certain Rights of the
Trustee.  Except as otherwise provided in Section
10.1:

      


      (a) The
Trustee may rely and shall be protected in acting or refraining from acting upon
any written resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond, security or other paper or
document believed by it to be genuine and to have been signed or presented by
the proper party or parties;

      


      (b) Any
request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by a Board Resolution or an instrument signed in the name
of the Company by its President or any Executive Vice President and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer
thereof (unless other evidence in respect thereof is specifically prescribed
herein);

      


      (c) The
Trustee shall only be charged with knowledge of Responsible Officers and shall
not be deemed to have knowledge of a Default or an Event of Default, other than
an Event of Default specified in Section 8.1(a)(i) or (ii), unless and until it
receives written notification of such Event of Default from the Company or by
holders of at least twenty-five percent (25%) of the aggregate principal amount
of the Debentures at the time Outstanding;

       

      
        
          
          

        

        
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      (d) The
Trustee may consult with counsel and the written advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted hereunder in good faith and
in reliance thereon;

      


      (e) The
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request, order or direction of any of the
Debentureholders, pursuant to the provisions of this Indenture, unless such
Debentureholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities that may be incurred
therein or thereby; nothing contained herein shall, however, relieve the Trustee
of the obligation, upon the occurrence of an Event of Default (that is
continuing and has not been cured or waived) to exercise with respect to the
Debentures such of the rights and powers vested in it by this Indenture, and to
use the same degree of care and skill in its exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own
affairs;

      


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

      


      (g) The
Trustee shall not be bound to make any investigation into the facts or matters
stated in any written resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond, security, or other
papers or documents, unless requested in writing so to do by the holders of not
less than a majority in principal amount of the Outstanding Debentures
(determined as provided in Section 11.4); provided, however, that if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such costs, expenses or liabilities as a condition
to so proceeding, and the reasonable expense of every such examination shall be
paid by the Company or, if paid by the Trustee, shall be repaid by the Company
upon demand; and

      


      (h) 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.
 

      


      SECTION 10.4. Compliance Certificates and
Opinions.

      


      (a) Upon any
application or demand by the Company to the Trustee to take any action under any
of the provisions of this Indenture, the Company shall furnish to the Trustee an
Officers’ Certificate stating that all conditions precedent provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent have been complied with, except that in the case of any such
application or demand as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.

       

      
        
          
          

        

        
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      (b) Each
certificate or opinion of the Company provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
in this Indenture shall include (i) a statement that the Person making such
certificate or opinion has read such covenant or condition; (ii) 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; (iii) a statement that, in the opinion of such Person, he or she has made
such examination or investigation as, in the opinion of such Person, is
necessary to enable him or her to express an informed opinion as to whether or
not such covenant or condition has been complied with; and (iv) a statement as
to whether or not, in the opinion of such Person, such condition or covenant has
been complied with; provided, however, that each
such certificate shall comply with the provisions of Section 314 of the Trust
Indenture Act.
 

      


      SECTION 10.5. The Trustee Not Responsible
for Recitals, Etc.

      


      (a) The
Recitals contained herein and in the Debentures shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for the correctness of
the same.

      


      (b) The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Debentures.

      


      (c) The
Trustee shall not be accountable for the use or application by the Company of
any of the Debentures or of the proceeds of such Debentures, or for the use or
application of any moneys paid over by the Trustee in accordance with any
provision of this Indenture, or for the use or application of any moneys
received by any Paying Agent other than the Trustee.
 

      


      SECTION 10.6. May Hold the
Debentures.  The Trustee or any Paying Agent or Debenture
Registrar for the Debentures, in its individual or any other capacity, may
become the owner or pledgee of the Debentures with the same rights it would have
if it were not Trustee, Paying Agent or Debenture Registrar and may otherwise
deal with the Company or an Affiliate with the same rights if it were not
Trustee, Paying Agent or Debenture Registrar. Any agent may do the same with
like rights.
 

      


      SECTION 10.7. Moneys Held in Trust.
Subject to the provisions of Section 14.5, all moneys received by the Trustee
shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but 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 moneys received by it hereunder except such as it
may agree with the Company to pay thereon.

      


      SECTION 10.8. Compensation and
Reimbursement.

      


      (a) The
Company covenants and agrees to pay to the Trustee, and the Trustee shall be
entitled to, such reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust), as the Company and the 

       

      
        
          
          

        

        
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        Trustee
may from time to time agree in writing, for all services rendered by it in the
execution of the trusts hereby created and in the exercise and performance of
any of the powers and duties hereunder of the Trustee, and, except as otherwise
expressly provided herein, the Company shall pay or reimburse the Trustee upon
its request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of its
counsel and of all persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence or bad faith. The
Company also covenants to indemnify the Trustee (and its officers, agents,
directors and employees) for, and to hold it harmless against, any loss,
liability, claim, action, suit, cost or expense of any kind and nature
whatsoever incurred without negligence or bad faith on the part of the Trustee
and arising out of or in connection with the acceptance or administration of
this Indenture, including the costs and expenses of defending itself against any
claim of liability in the premises.

      

      


      (b) The
obligations of the Company under this Section 10.8 to compensate and indemnify
the Trustee and to pay or reimburse the Trustee for expenses, disbursements and
advances shall constitute additional indebtedness hereunder. Such additional
indebtedness shall be secured by a lien prior to that of the Debentures upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the benefit of the holders of particular Debentures.

      


      (c) Without
prejudice to its rights hereunder, when the Trustee incurs expenses or renders
services after an Event of Default specified in Section 8.1(iv) or (v) occurs,
the expenses and compensation for the services are intended to constitute
expenses of administration under any Bankruptcy Law
 .

      


      SECTION 10.9. Reliance on Officers’
Certificate.  Except as otherwise provided in Section 10.1,
whenever in the administration of the provisions of this Indenture the Trustee
shall deem it necessary or desirable that a matter be proved or established
prior to taking or suffering or omitting to take any action hereunder, such
matter (unless other evidence in respect thereof is herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of the
Trustee, be deemed to be conclusively proved and established by an Officers’
Certificate delivered to the Trustee and such certificate, in the absence of
negligence or bad faith on the part of the Trustee, shall be full warrant to the
Trustee for any action taken, suffered or omitted to be taken by it under the
provisions of this Indenture upon the faith thereof.
 

      


      SECTION 10.10. Disqualification;
Conflicting Interests.  If the Trustee has or shall acquire any
“conflicting interest” within the meaning of Section 310(b) of the Trust
Indenture Act, the Trustee and the Company shall in all respects comply with the
provisions of Section 310(b) of the Trust Indenture Act.

      


      SECTION 10.11. Corporate Trustee Required;
Eligibility.  There shall at all times be a Trustee with
respect to the Debentures issued hereunder which shall at all times be a
corporation or national association organized and doing business under the laws
of the United States of America or any state or territory thereof or of the
District of Columbia, or Person authorized under such laws to exercise corporate
trust powers, having a combined capital and 

       

      
        
          
          

        

        
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        surplus
of at least Fifty Million U.S. Dollars ($50,000,000), and subject to supervision
or examination by federal, state, territorial or District of Columbia
authority.  If such corporation or national association publishes
reports of condition at least annually, pursuant to law or to the requirements
of the supervising or examining authority referred to above, then, for the
purposes of this Section 10.11, the combined capital and surplus of such
corporation or national association shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so
published.  The Company may not, nor may any Person directly or
indirectly controlling, controlled by, or under common control with the Company,
serve as Trustee.  In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 10.11, the Trustee
shall resign immediately in the manner and with the effect specified in Section
10.12.
 

      

      


      SECTION 10.12. Resignation and Removal;
Appointment of Successor.

      


      (a) The
Trustee or any successor hereafter appointed, may at any time resign by giving
written notice thereof to the Company and by transmitting notice of resignation
by mail, first class postage prepaid, to the Debentureholders, as their names
and addresses appear upon the Debenture Register. Upon receiving such notice of
resignation, the Company shall promptly appoint a successor trustee with respect
to Debentures by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee. If no successor trustee
shall have been so appointed and have accepted appointment within thirty (30)
days after the mailing of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee with respect to Debentures, or any Debentureholder who has been a bona
fide holder of a Debenture or Debentures for at least six (6) months may,
subject to the provisions of Sections 10.10 and 10.11, on behalf of himself or
herself and all others similarly situated, petition any such court for the
appointment of a successor trustee. Such court may thereupon after such notice,
if any, as it may deem proper and prescribe, appoint a successor
trustee.

      


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

      


      (i) the
Trustee shall fail to comply with the provisions of Section 10.10 after written
request therefor by the Company or by any Debentureholder who has been a bona
fide holder of a Debenture or Debentures for at least six months;
or

      


      (ii) the
Trustee shall cease to be eligible in accordance with the provisions of Section
10.11 and shall fail to resign after written request therefor by the Company or
by any such Debentureholder; or

      


      (iii) the
Trustee shall become incapable of acting, or shall be adjudged a bankrupt or
insolvent, or commence a voluntary bankruptcy proceeding, or a receiver of the
Trustee or of its property shall be appointed or consented to, 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;

       

      
 

      
        
          
          

        

        
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                  then, in any such case, the
Company may remove the Trustee with respect to all Debentures and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee, or, subject to the
provisions of Section 10.11, unless the Trustee’s duty to resign is stayed as
provided herein, any Debentureholder who has been a bona fide holder of a
Debenture or Debentures for at least six months may, on behalf of that holder
and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor trustee. Such
court may thereupon after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.

      


      (c) The
holders of at least a majority in aggregate principal amount of the Debentures
at the time Outstanding may at any time remove the Trustee by so notifying the
Trustee and the Company and may appoint a successor Trustee with the consent of
the Company.

      


      (d) Any
resignation or removal of the Trustee and appointment of a successor trustee
with respect to the Debentures pursuant to any of the provisions of this Section
10.12 shall become effective upon acceptance of appointment by the successor
trustee as provided in Section 10.13.

      


      (e) Any
successor trustee appointed pursuant to this Section 10.12 may be appointed with
respect to the Debentures, and at any time there shall be only one Trustee with
respect to the Debentures.
 

      


      SECTION 10.13. Acceptance
of Appointment by Successor.

       

      (a) In
case of the appointment hereunder of a successor trustee with respect to the
Debentures, every successor trustee so appointed shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the Company or the
successor trustee, such retiring Trustee shall, upon payment of its charges,
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.

       

      (b) Upon
request of any successor trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor trustee all such rights, powers and trusts referred to in paragraph
(a) of this Section 10.13.

       

      (c) 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 IX.

       

      
        
          
          

        

        
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      (d) Upon
acceptance of appointment by a successor trustee as provided in this Section
10.13, the Company shall transmit notice of the succession of such trustee
hereunder by mail, first class postage prepaid, to the Debentureholders, as
their names and addresses appear upon the Debenture Register. If the Company
fails to transmit such notice within ten (10) days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be transmitted at the expense of the
Company.

       

      SECTION 10.14. Merger, Conversion, Consolidation or Succession
to Business. Any Person into which the Trustee may be merged or converted
or with which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any Person
succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such Person shall be qualified
under the provisions of Section 10.10 and eligible under the provisions of
Section 10.11, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding. In case any Debentures 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 Debentures so authenticated with the same effect as if such
successor Trustee had itself authenticated such Debentures.
 

      


      ARTICLE
XI

      CONCERNING
THE DEBENTUREHOLDERS
 

      


      SECTION 11.1. Evidence of Action by the
Holders.

      


      (a) Whenever
in this Indenture it is provided that the holders of at least a majority or
specified percentage in aggregate principal amount of the Debentures may take
any action (including the making of any demand or request, the giving of any
notice, consent or waiver or the taking of any other action), the fact that at
the time of taking any such action the holders of such majority or specified
percentage have joined therein may be evidenced by any instrument or any number
of instruments of similar tenor executed by such holders of Debentures in person
or by agent or proxy appointed in writing.

      


      (b) If the
Company shall solicit from the Debentureholders any request, demand,
authorization, direction, notice, consent, waiver or other action, the Company
may, at its option, as evidenced by an Officers’ Certificate, fix in advance a
record date for the determination of Debentureholders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other
action, but the Company shall have no obligation to do so. If such a record date
is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other action may be given before or after the record date, but only
the Debentureholders of record at the close of business on the record date shall
be deemed to be Debentureholders for the purposes of determining whether
Debentureholders of the requisite proportion of Outstanding Debentures have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other action, and for that purpose the
Outstanding Debentures shall be computed as of the record date; provided, however, that no such
authorization, agreement or consent by such Debentureholders on the record date
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six (6) months after the record
date.
 

      


      
        
          
          

        

        
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      SECTION 11.2. Proof of Execution by the
Debentureholders.  Subject to the provisions of Section 10.1,
proof of the execution of any instrument by a Debentureholder (such proof shall
not require notarization) or such Debentureholder’s agent or proxy and proof of
the holding by any Person of any of the Debentures shall be sufficient if made
in the following manner:

      


      (a) The fact
and date of the execution by any such Person of any instrument may be proved in
any reasonable manner acceptable to the Trustee.

      


      (b) The
ownership of Debentures shall be proved by the Debenture Register of such
Debentures or by a certificate of the Debenture Registrar thereof.

      


      (c) The
Trustee may require such additional proof of any matter referred to in this
Section 11.2 as it shall deem necessary.



      


      SECTION 11.3. Who May Be Deemed
Owners.  Prior to the due presentment for registration of
transfer of any Debenture, the Company, the Trustee, any Paying Agent, any
Authenticating Agent and any Debenture Registrar may deem and treat the Person
in whose name such Debenture shall be registered upon the books of the Company
as the absolute owner of such Debenture (whether or not such Debenture shall be
overdue and notwithstanding any notice of ownership or writing thereon made by
anyone other than the Debenture Registrar) for the purpose of receiving payment
of or on account of the principal of and interest on such Debenture (subject to
Section 2.3) and for all other purposes; and neither the Company nor the Trustee
nor any Paying Agent nor any Authenticating Agent nor any Debenture Registrar
shall be affected by any notice to the contrary.
 

      


      SECTION 11.4. Certain Debentures Owned by
Company Disregarded.  In determining whether the holders of the
requisite aggregate principal amount of the Debentures have concurred in any
direction, consent or waiver under this Indenture, the Debentures that are owned
by the Company or any other obligor on the Debentures or by any Person directly
or indirectly controlling or controlled by or under common control with the
Company or any other obligor on the Debentures shall be disregarded and deemed
not to be Outstanding for the purpose of any such determination, except that (a)
for the purpose of determining whether the Trustee shall be protected in relying
on any such direction, consent or waiver, only Debentures that a Responsible
Officer of the Trustee actually knows are so owned shall be so disregarded; and
(b) for purposes of this Section 11.4, the Trust shall be deemed not to be
controlled by the Company. The Debentures so owned that have been pledged in
good faith may be regarded as Outstanding for the purposes of this Section 11.4,
if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s
right so to act with respect to such Debentures and that the pledgee is not a
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any such other obligor. In case of a
dispute as to such right, any decision by the Trustee taken upon the advice of
counsel shall be full protection to the Trustee.
 

       

      
        
          
          

        

        
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             SECTION 11.5. Actions Binding on the
Future Debentureholders.  At any time prior to (but not after)
the evidencing to the Trustee, as provided in Section 11.1, of the taking of any
action by the holders of the majority or percentage in aggregate principal
amount of the Debentures specified in this Indenture in connection with such
action, any holder of a Debenture that is shown by the evidence to be included
in the Debentures the holders of which have consented to such action may, by
filing written notice with the Trustee, and upon proof of holding as provided in
Section 11.2, revoke such action so far as concerns such Debenture. Except as
aforesaid, any such action taken by the holder of any Debenture shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Debenture, and of any Debenture issued in exchange therefor, on
registration of transfer thereof or in place thereof, irrespective of whether or
not any notation in regard thereto is made upon such Debenture. Any action taken
by the holders of the majority or percentage in aggregate principal amount of
the Debentures specified in this Indenture in connection with such action shall
be conclusively binding upon the Company, the Trustee and the holders of all the
Debentures.

      


      ARTICLE
XII

      SUPPLEMENTAL
INDENTURES
 

      


      SECTION 12.1. Supplemental Indentures
Without the Consent of the Debentureholders.  In addition to
any supplemental indenture otherwise authorized by this Indenture, the Company
and the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect), without the consent of the
Debentureholders, for one or more of the following purposes:

      


      (a) to cure
any ambiguity, defect, or inconsistency herein, or in the
Debentures;

      


      (b) to comply
with ARTICLE XI;

      


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

      


      (d) to add to
the covenants of the Company for the benefit of the holders of all or any of the
Debentures or to surrender any right or power herein conferred upon the
Company;

      


      (e) to add
to, delete from, or revise the conditions, limitations and restrictions on the
authorized amount, terms or purposes of issue, authentication and delivery of
Debentures, as herein set forth;

      


      (f) to make
any change that does not adversely affect the rights of any Debentureholder in
any material respect;

      


      (g) to
provide for the issuance of and establish the form and terms and conditions of
the Debentures, to establish the form of any certifications required to be
furnished pursuant to the terms of this Indenture or of the Debentures, or to
add to the rights of the holders of the Debentures;

      


      
        
          
          

        

        
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      (h) to
qualify or maintain the qualification of this Indenture under the Trust
Indenture Act;

      


      (i) to
evidence a consolidation or merger involving the Company as permitted under
Section 13.1; or

      


      (j) to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Debentures and to add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one
Trustee.

      


      The Trustee is hereby authorized to
join with the Company in the execution of any such supplemental indenture, and
to make any further appropriate agreements and stipulations that may be therein
contained, but the Trustee shall not be obligated to enter into any such
supplemental indenture that affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise. Any supplemental indenture
authorized by the provisions of this Section 12.1 may be executed by the Company
and the Trustee without the consent of the holders of any of the Debentures at
the time Outstanding, notwithstanding any of the provisions of Section 12.2.
 

      


      SECTION 12.2. Supplemental Indentures With
Consent of the Debentureholders.  With the consent (evidenced
as provided in Section 11.1) of the holders of not less than a majority in
aggregate principal amount of the Debentures at the time Outstanding, the
Company, when authorized by Board Resolutions, and the Trustee may from time to
time and at any time enter into an indenture or indentures supplemental hereto
(which shall conform to the provisions of the Trust Indenture Act as then in
effect) for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner not covered by Section 12.1 the rights
of the holders of the Debentures under this Indenture; provided, however, that no such
supplemental indenture shall without the consent of the holders of each
Debenture then Outstanding and affected thereby, (a) extend the fixed maturity
of any Debentures, reduce the principal amount thereof, reduce the rate or
extend the time of payment of interest thereon, or limit the right of a holder
of Preferred Securities to institute and prosecute a Direct Action; or (b)
reduce the aforesaid percentage of Debentures, the holders of which are required
to consent to any such supplemental indenture; provided further that if the
Debentures are held by the Trust or a trustee of the Trust, such supplemental
indenture shall not be effective until the holders of at least a majority in
liquidation preference of Trust Securities of the Trust shall have consented to
such supplemental indenture; provided further that if the
Debentures are held by the Trust or a trustee of the Trust and if the consent of
the holder of each Outstanding Debenture is required, such supplemental
indenture shall not be effective until each holder of the Trust Securities of
the Trust shall have consented to such supplemental indenture. It shall not be
necessary for the consent of the Debentureholders affected thereby under this
Section 12.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

      


      
        
          
          

        

        
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      SECTION 12.3. Effect of Supplemental
Indentures. Upon the execution of any supplemental indenture pursuant to
the provisions of this ARTICLE XII, this Indenture shall be and be deemed to be
modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company and the holders of Debentures shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.
 

      


      SECTION 12.4. The Debentures Affected by
Supplemental Indentures. The Debentures affected by a supplemental
indenture, authenticated and delivered after the execution of such supplemental
indenture pursuant to the provisions of this ARTICLE XII, may bear a notation in
form approved by the Company, provided such form meets the requirements of any
exchange upon which the Debentures may be listed, as to any matter provided for
in such supplemental indenture. If the Company shall so determine, new
Debentures so modified as to conform, in the opinion of the Board of Directors
of the Company, to any modification of this Indenture contained in any such
supplemental indenture may be prepared by the Company, authenticated by the
Trustee and delivered in exchange for the Debentures then Outstanding.
 

      


      SECTION 12.5. Execution of Supplemental
Indentures.

      


      (a) Upon the
request of the Company, accompanied by its Board Resolutions authorizing the
execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of the Debentureholders required to consent
thereto as aforesaid, the Trustee shall join with the Company in the execution
of such supplemental indenture unless such supplemental indenture affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion, but shall not be obligated, to
enter into such supplemental indenture. The Trustee, subject to the provisions
of Section 10.1, may receive an Opinion of Counsel as conclusive evidence that
any supplemental indenture executed pursuant to this ARTICLE XII is authorized
or permitted by, and conforms to, the terms of this ARTICLE XII and that it is
proper for the Trustee under the provisions of this ARTICLE XII to join in the
execution thereof.

      


      (b) Promptly
after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of this Section 12.5, the Trustee shall transmit by
mail, first class postage prepaid, a notice, setting forth in general terms the
substance of such supplemental indenture, to the Debentureholders as their names
and addresses appear upon the Debenture Register. Any failure of the Trustee to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture.
 

      


      ARTICLE
XIII

      
CONSOLIDATION, ETC. OF THE
COMPANY

      


      SECTION 13.1. The Company May
Consolidate,
Etc.  Nothing contained in this Indenture or in any of the
Debentures shall prevent any consolidation or merger of the Company


       

      
        
          
          

        

        
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        with or
into any other Person (whether or not affiliated with the Company, as the case
may be), or successive consolidations or mergers in which the Company, as the
case may be, or its successor or successors shall be a party or parties, or
shall prevent any sale, conveyance, transfer or other disposition of the
property of the Company, as the case may be, or its successor or successors as
an entirety, or substantially as an entirety, to any Person (whether or not
affiliated with the Company, as the case may be, or its successor or successors)
authorized to acquire and operate the same; provided, however, that the
Company hereby covenants and agrees that (a) upon any such consolidation,
merger, sale, conveyance, transfer or other disposition, the due and punctual
payment, in the case of the Company, of the principal of and interest on all of
the Debentures, according to their tenor and the due and punctual performance
and observance of all the covenants and conditions of this Indenture to be kept
or performed by the Company, as the case may be, shall be expressly assumed, by
supplemental indenture (which shall conform to the provisions of the Trust
Indenture Act, as then in effect) satisfactory in form to the Trustee executed
and delivered to the Trustee by the Person formed by such consolidation, or into
which the Company, as the case may be, shall have been merged, or by the Person
which shall have acquired such property; (b) in case the Company consolidates
with or merges into another Person or conveys or transfers its properties and
assets substantially as an entirety to any Person, the successor Person is
organized under the laws of the United States or any state or the District of
Columbia; and (c) immediately after giving effect thereto, an Event of Default,
and no event which, after notice or lapse of time or both, would become an Event
of Default, shall have occurred and be continuing.
 

      

      


      SECTION 13.2. Successor Person
Substituted.

      


      (a) In case
of any such consolidation, merger, sale, conveyance, transfer or other
disposition and upon the assumption by the successor Person, by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to the
Trustee, of, in the case of the Company, the due and punctual payment of the
principal of and interest on all of the Debentures Outstanding and the due and
punctual performance of all of the covenants and conditions of this Indenture to
be performed by the Company, as the case may be, such successor Person shall
succeed to and be substituted for the Company, with the same effect as if it had
been named as the Company herein, and thereupon the predecessor corporation
shall be relieved of all obligations and covenants under this Indenture and the
Debentures.

      


      (b) In case
of any such consolidation, merger, sale, conveyance, transfer or other
disposition, such changes in phraseology and form (but not in substance) may be
made in the Debentures thereafter to be issued as may be
appropriate.

      


      (c) Nothing
contained in this Indenture or in any of the Debentures shall prevent the
Company from merging into itself or acquiring by purchase or otherwise, all or
any part of, the property of any other Person (whether or not affiliated with
the Company).
 

      


      SECTION 13.3. Evidence of
Consolidation,
Etc. to Trustee.  The Trustee, subject to the provisions of
Section 10.1, may receive an Opinion of Counsel as conclusive evidence that any
such consolidation, merger, sale, conveyance, transfer or other disposition, and
any such assumption, comply with the provisions of this ARTICLE XIII.
 

      


      
        
          
          

        

        
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      ARTICLE
XIV

      SATISFACTION
AND DISCHARGE
 

      


      SECTION 14.1. Satisfaction and Discharge
of Indenture. If at any time: (a) the Company shall have delivered to the
Trustee for cancellation all Debentures theretofore authenticated (other than
any Debentures that shall have been destroyed, lost or stolen and that shall
have been replaced or paid as provided in Section 2.9) and all Debentures for
whose payment money or Governmental Obligations have theretofore been deposited
in trust or segregated and held in trust by the Company (and thereupon repaid to
the Company or discharged from such trust, as provided in Section 14.5); or (b)
all such Debentures not theretofore 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 or cause to be deposited with the Trustee as trust
funds the entire amount in moneys or Governmental Obligations sufficient, or a
combination thereof sufficient, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay at maturity or upon redemption all Debentures
not theretofore delivered to the Trustee for cancellation, including principal
and interest due or to become due on such date of maturity or date fixed for
redemption, as the case may be, and if the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company; then this Indenture shall
thereupon cease to be of further effect except for the provisions of Sections
2.3, 2.7, 2.9, 6.1, 6.2, 6.3, 10.8, 10.11, 10.12 and 14.5 that shall survive
until the date of maturity or redemption date, as the case may be, and Sections
10.8, 10.11, 10.12 and 14.5 that shall survive to such date and thereafter, and
the Trustee, on demand of the Company and at the cost and expense of the
Company, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture.
 

      


      SECTION 14.2. Discharge of
Obligations.  If at any time all Debentures not heretofore
delivered to the Trustee for cancellation or that have not become due and
payable as described in Section 14.1 shall have been paid by the Company by
depositing irrevocably with the Trustee as trust funds moneys or an amount of
Governmental Obligations sufficient in the opinion of a nationally recognized
certified public accounting firm to pay at maturity or upon redemption all
Debentures not theretofore delivered to the Trustee for cancellation, including
principal and interest due or to become due to such date of maturity or date
fixed for redemption, as the case may be, and if the Company shall also pay or
cause to be paid all other sums payable hereunder by the Company, then after the
date such moneys or Governmental Obligations, as the case may be, are deposited
with the Trustee, the obligations of the Company under this Indenture shall
cease to be of further effect except for the provisions of Sections 2.3, 2.7,
2.9, 6.1, 6.2, 6.3, 10.8, 10.12 and 14.5, that shall survive until such
Debentures shall mature and be paid. Thereafter, Sections 10.8, 10.12 and 14.5
shall survive.
 

      


      SECTION 14.3. Deposited Moneys to Be Held
in Trust.  All moneys or Governmental Obligations deposited
with the Trustee pursuant to Sections 14.1 or 14.2 shall be held in trust and
shall be available for payment as due, either directly or through any Paying
Agent (including the Company acting as its own Paying Agent), to the holders of
the Debentures for the payment or redemption of which such moneys or
Governmental Obligations have been deposited with the Trustee.
 

       

      
        
          
          

        

        
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      SECTION 14.4. Payment of Moneys Held by
Paying Agents.  In connection with the satisfaction and
discharge of this Indenture, all moneys or Governmental Obligations then held by
any Paying Agent under the provisions of this Indenture shall, upon demand of
the Company, be paid to the Trustee and thereupon such Paying Agent shall be
released from all further liability with respect to such moneys or Governmental
Obligations.
 

      


      SECTION 14.5. Repayment to the
Company.  Any moneys or Governmental Obligations deposited with
any Paying Agent or the Trustee, or then held by the Company in trust, for
payment of principal of or interest on the Debentures that are not applied but
remain unclaimed by the holders of such Debentures for at least two years after
the date upon which the principal of or interest on such Debentures shall have
respectively become due and payable, shall be repaid to the Company, as the case
may be, on June 30 of each year or (if then held by the Company) shall be
discharged from such trust; and thereupon the Paying Agent and the Trustee shall
be released from all further liability with respect to such moneys or
Governmental Obligations, and the holder of any of the Debentures entitled to
receive such payment shall thereafter, as an unsecured general creditor, look
only to the Company for the payment thereof.

      


      ARTICLE
XV

      IMMUNITY
OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
 

      


      SECTION 15.1. No
Recourse.  No recourse under or upon any obligation, covenant
or agreement of this Indenture, or of the Debentures, or for any claim based
thereon or otherwise in respect thereof, shall be had against any incorporator,
stockholder, officer or director, past, present or future, as such, of the
Company or of any predecessor or successor corporation, either directly or
through the Company or any such predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that this
Indenture and the obligations issued hereunder are solely corporate obligations,
and that no such personal liability whatever, shall attach to, or is or shall be
incurred by, the incorporators, stockholders, officers or directors as such, of
the Company or of any predecessor or successor corporation, or any of them,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Debentures or implied therefrom; and that any and all such
personal liability of every name and nature, either at common law or in equity
or by constitution or statute, and any and all such rights and claims against,
every such incorporator, stockholder, officer or director as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Debentures or implied therefrom, are hereby expressly waived and released as
a condition of, and as a consideration for, the execution of this Indenture and
the issuance of such Debentures.



      


      
        
          
          

        

        
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      ARTICLE
XVI

      MISCELLANEOUS
PROVISIONS
 

      


      SECTION 16.1. Effect on Successors and
Assigns.  All the covenants, stipulations, promises and
agreements in this Indenture contained by or on behalf of the Company shall bind
its respective successors and assigns, whether so expressed or not.
 

      


      SECTION 16.2. Actions by Successor.
Any act or proceeding by any provision of this Indenture authorized or required
to be done or performed by any board, committee or officer of the Company shall
and may be done and performed with like force and effect by the corresponding
board, committee or officer of any corporation that shall at the time be the
lawful sole successor of the Company.



      


      SECTION 16.3. Surrender of the Company
Powers.  The Company by instrument in writing executed by
appropriate authority of its Board of Directors and delivered to the Trustee may
surrender any of the powers reserved to the Company, and thereupon such power so
surrendered shall terminate both as to the Company, as the case may be, and as
to any successor corporation.
 

      


      SECTION 16.4. Notices.  Except
as otherwise expressly provided herein any notice or demand that by any
provision of this Indenture is required or permitted to be given or served by
the Trustee or by the holders of Debentures to or on the Company may be given or
served by being deposited first class postage prepaid in a post-office letterbox
addressed (until another address is filed in writing by the Company with the
Trustee), as follows: c/o First United Corporation, P.O. Box 9, 19 South Second
Street, Oakland, Maryland 21550-0009, Attention: Chief Financial Officer. Any
notice, election, request or demand by the Company or any Debentureholder to or
upon the Trustee shall be deemed to have been sufficiently given or made, for
all purposes, if given or made in writing at the Corporate Trust Office of the
Trustee.
 

      


      SECTION 16.5. Governing
Law.  This Indenture and each Debenture shall be deemed to be a
contract made under the internal laws of the State of Delaware and for all
purposes shall be construed in accordance with the laws of said State.
 

      


      SECTION 16.6. Treatment of the Debentures
as Debt.  It is intended that the Debentures shall be treated
as indebtedness and not as equity for federal income tax purposes. The
provisions of this Indenture shall be interpreted to further this intention. The
Company (with respect to its separate books and records), the Trustee and, by
acceptance of a Debenture, each holder of a Debenture, agree to treat the
Debentures as indebtedness of the Company and not as equity for all tax
(including without limitation, federal income tax) and financial accounting
purposes.
 

      


      SECTION 16.7. Payments on Business
Days. In any case where the date of maturity of interest or principal of
any Debenture or the date of redemption or conversion of any Debenture shall not
be a Business Day, then payment of interest or principal may (subject to Section
2.5(b)) be made on the next succeeding Business Day with the same force and
effect as if made on the nominal date of maturity or redemption, and no interest
shall accrue for the period after such nominal date.
 

       

      
        
          
          

        

        
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      SECTION 16.8. Counterparts.  This
Indenture may be executed in any number of counterparts, each of which shall be
an original, but such counterparts shall together constitute but one and the
same instrument.
 

      


      SECTION 16.9. Separability.  In
case any one or more of the provisions contained in this Indenture or in the
Debentures shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any other provisions of this Indenture or of the Debentures, but this Indenture
and the Debentures shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.
 

      


      SECTION 16.10. Assignment.  The
Company shall have the right at all times to assign any of its respective rights
or obligations under this Indenture to a direct or indirect wholly owned
Subsidiary of the Company, provided that, in the event of any such assignment,
the Company shall remain liable for all such obligations. Subject to the
foregoing, this Indenture is binding upon and inures to the benefit of the
parties thereto and their respective successors and assigns. This Indenture may
not otherwise be assigned by the parties thereto.
 

      


      SECTION 16.11. Acknowledgment of Rights;
Right of Setoff.

      


      (a) The
Company acknowledges that, with respect to any Debentures held by the Trust or a
trustee of the Trust, if the Property Trustee fails to enforce its rights under
this Indenture as the holder of the Debentures held as the assets of the Trust,
any holder of Preferred Securities may institute legal proceedings directly
against the Company to enforce such Property Trustee’s rights under this
Indenture without first instituting any legal proceedings against such Property
Trustee or any other person or entity. Notwithstanding the foregoing, and
notwithstanding the provisions of Section 8.4(a) hereof, if an Event of Default
has occurred and is continuing and such event is attributable to the failure of
the Company to pay principal or interest on the Debentures on the date such
principal or interest is otherwise payable (or in the case of redemption, on the
redemption date), the Company acknowledges that a holder of Preferred Securities
may directly institute a proceeding for enforcement of payment to such holder of
the principal of or interest on the Debentures having a principal amount equal
to the aggregate liquidation amount of the Preferred Securities of such holder
on or after the respective due date specified in the Debentures.

      


      (b) Notwithstanding
anything to the contrary contained in this Indenture, the Company shall have the
right to setoff any payment it is otherwise required to make hereunder in
respect of any Trust Securities to the extent that the Company has previously
made, or is concurrently making, a payment to the holder of such Trust
Securities under the Preferred Securities Guarantee or in connection with a
proceeding for enforcement of payment of the principal of or interest on the
Debentures directly brought by holders of any Trust Securities.
 

       

      
        
          
          

        

        
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      SECTION 16.12. Table of
Contents,
Headings,
Etc.  The table of contents and the titles and headings of the
articles and sections o this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.
 

       

      ARTICLE
XVII

      SUBORDINATION
OF THE DEBENTURES
 

      


      SECTION 17.1. Agreement to
Subordinate.  The Company covenants and agrees, and each holder
of the Debentures issued hereunder by such holder’s acceptance thereof likewise
covenants and agrees, that all the Debentures shall be issued subject to the
provisions of this ARTICLE XVII; and each holder of a Debenture, whether upon
original issue or upon transfer or assignment thereof, accepts and agrees to be
bound by such provisions. The payment by the Company of the principal of and
interest on all the Debentures issued hereunder shall, to the extent and in the
manner hereinafter set forth, be subordinated and junior in right of payment to
the prior payment in full of all Senior Debt, Subordinated Debt and Additional
Senior Obligations of the Company (collectively, “Senior Indebtedness”) to the
extent provided herein, whether outstanding at the date of this Indenture or
thereafter incurred. No provision of this ARTICLE XVII shall prevent the
occurrence of any default or Event of Default hereunder.
 

      


      SECTION 17.2. Default on Senior
Indebtedness.  Upon the occurrence and any continuation of any
default by the Company in the payment of principal, premium, interest or any
other payment due on any Senior Indebtedness, or in the event that the maturity
of any Senior Indebtedness has been accelerated because of such a default, or in
the event of the commencement of a judicial proceeding with regard to such an
alleged default or event of default, then, in any case, no payment shall be made
by the Company with respect to the principal (including redemption payments) of
or interest on the Debentures. In the event that, notwithstanding the foregoing,
any payment shall be received by the Trustee when such payment is prohibited by
the preceding sentence of this Section 17.2, such payment shall be held in trust
for the benefit of, and shall be paid over or delivered to, the holders of
Senior Indebtedness or their respective representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Senior Indebtedness
may have been issued, as their respective interests may appear, but only to the
extent that the holders of the Senior Indebtedness (or their representative or
representatives or a trustee) notify the Trustee in writing within ninety (90)
days of such payment of the amounts then due and owing on the Senior
Indebtedness and only the amounts specified in such notice to the Trustee shall
be paid to the holders of the Senior Indebtedness.
 

      


      SECTION 17.3. Liquidation; Dissolution;
Bankruptcy.

      


      (a) Upon any
payment by the Company or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to creditors upon any
dissolution or winding-up or liquidation or reorganization of the Company,
whether voluntary or involuntary or in bankruptcy, insolvency, receivership or
other proceedings, all amounts due upon all Senior Indebtedness shall first be
paid in full, or payment thereof provided for in money in accordance with its
terms, before any payment is made by the Company on account of the principal or
interest on the Debentures; and upon any such dissolution or winding-up or


       

      
        
          
          

        

        
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        liquidation
or reorganization, any payment by the Company, or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
which the holders of the Debentures or the Trustee would be entitled to receive
from the Company, except for the provisions of this ARTICLE XVII, shall be paid
by the Company or by any receiver, trustee in bankruptcy, liquidating trustee,
agent or other Person making such payment or distribution, or by the holders of
the Debentures or by the Trustee under this Indenture if received by them or it,
directly to the holders of Senior Indebtedness (pro rata to such holders on the
basis of the respective amounts of Senior Indebtedness held by such holders, as
calculated by the Company) or their representative or representatives, or to the
trustee or trustees under any indenture pursuant to which any instruments
evidencing such Senior Indebtedness may have been issued, as their respective
interests may appear, to the extent necessary to pay such Senior Indebtedness in
full, in money or money’s worth, after giving effect to any concurrent payment
or distribution to or for the holders of such Senior Indebtedness, before any
payment or distribution is made to the holders of the Debentures or to the
Trustee.


      

      (b) In the
event that, notwithstanding the foregoing, any payment or distribution of assets
of the Company of any kind or character, whether in cash, property or
securities, prohibited by the foregoing, shall be received by the Trustee before
all Senior Indebtedness is paid in full, or provision is made for such payment
in money in accordance with its terms, such payment or distribution shall be
held in trust for the benefit of and shall be paid over or delivered to the
holders of such Senior Indebtedness or their representative or representatives,
or to the trustee or trustees under any indenture pursuant to which any
instruments evidencing such Senior Indebtedness may have been issued, as their
respective interests may appear, as calculated by the Company, for application
to the payment of all Senior Indebtedness, as the case may be, remaining unpaid
to the extent necessary to pay such Senior Indebtedness in full in money in
accordance with its terms, after giving effect to any concurrent payment or
distribution to or for the benefit of the holders of such Senior
Indebtedness.

      


      (c) For
purposes of this ARTICLE XVII, the words “cash, property or securities” shall
not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in this ARTICLE XVII with respect
to the Debentures to the payment of all Senior Indebtedness, as the case may be,
that may at the time be outstanding, provided that (i) such Senior Indebtedness
is assumed by the new corporation, if any, resulting from any such
reorganization or readjustment; and (ii) the rights of the holders of such
Senior Indebtedness are not, without the consent of such holders, altered by
such reorganization or readjustment. The consolidation of the Company with, or
the merger of the Company into, another corporation or the liquidation or
dissolution of the Company following the conveyance or transfer of its property
as an entirety, or substantially as an entirety, to another corporation upon the
terms and conditions provided for in ARTICLE XIII shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 17.3 if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in ARTICLE
XIII. Nothing in Section 17.2 or in this Section 17.3 shall apply to claims of,
or payments to, the Trustee under or pursuant to Section 10.8.
 

       

      
        
          
          

        

        
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      SECTION 17.4. Subrogation.

      


      (a) Subject
to the payment in full of all Senior Indebtedness, the rights of the holders of
the Debentures shall be subrogated to the rights of the holders of such Senior
Indebtedness to receive payments or distributions of cash, property or
securities of the Company, as the case may be, applicable to such Senior
Indebtedness until the principal of and interest on the Debentures shall be paid
in full; and, for the purposes of such subrogation, no payments or distributions
to the holders of such Senior Indebtedness of any cash, property or securities
to which the holders of the Debentures or the Trustee would be entitled except
for the provisions of this ARTICLE XVII, and no payment over pursuant to the
provisions of this ARTICLE XVII to or for the benefit of the holders of such
Senior Indebtedness by holders of the Debentures or the Trustee, shall, as
between the Company, its creditors (other than holders of Senior Indebtedness of
the Company), and the holders of the Debentures, be deemed to be a payment by
the Company to or on account of such Senior Indebtedness. It is understood that
the provisions of this ARTICLE XVII are and are intended solely for the purposes
of defining the relative rights of the holders of the Debentures, on the one
hand, and the holders of such Senior Indebtedness on the other
hand.

      


      (b) Nothing
contained in this ARTICLE XVII or elsewhere in this Indenture or in the
Debentures is intended to or shall impair, as between the Company, its creditors
(other than the holders of Senior Indebtedness), and the holders of the
Debentures, the obligation of the Company, which is absolute and unconditional,
to pay to the holders of the Debentures the principal of and interest on the
Debentures as and when the same shall become due and payable in accordance with
their terms, or is intended to or shall affect the relative rights of the
holders of the Debentures and creditors of the Company, as the case may be,
other than the holders of Senior Indebtedness, as the case may be, nor shall
anything herein or therein prevent the Trustee or the holder of any Debenture
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this ARTICLE XVII of
the holders of such Senior Indebtedness in respect of cash, property or
securities of the Company, as the case may be, received upon the exercise of any
such remedy.

      


      (c) Upon any
payment or distribution of assets of the Company referred to in this ARTICLE
XVII the Trustee, subject to the provisions of ARTICLE X, and the holders of the
Debentures shall be entitled to conclusively rely upon any order or decree made
by any court of competent jurisdiction in which such dissolution, winding-up,
liquidation or reorganization proceedings are pending, or a certificate of the
receiver, trustee in bankruptcy, liquidation trustee, agent or other Person
making such payment or distribution, delivered to the Trustee or to the holders
of the Debentures, for the purposes of ascertaining the Persons entitled to
participate in such distribution, the holders of Senior Indebtedness and other
indebtedness of the Company, as the case may be, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this ARTICLE XVII.



      


      SECTION 17.5. The Trustee to Effectuate
Subordination.  Each holder of Debentures by such holder’s
acceptance thereof authorizes and directs the Trustee on such holder’s behalf to
take such action as may be necessary or appropriate to effectuate the
subordination provided in this ARTICLE XVII and appoints the Trustee such
holder’s attorney-in-fact for any and all such purposes.
 

       

      
        
          
          

        

        
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      SECTION 17.6. Notice by the
Company.

      


      (a) The
Company shall give prompt written notice to a Responsible Officer of the Trustee
of any fact known to the Company that would prohibit the making of any payment
of moneys to or by the Trustee in respect of the Debentures pursuant to the
provisions of this ARTICLE XVII. Notwithstanding the provisions of this ARTICLE
XVII or any other provision of this Indenture, the Trustee shall not be charged
with knowledge of the existence of any facts that would prohibit the making of
any payment of moneys to or by the Trustee in respect of the Debentures pursuant
to the provisions of this ARTICLE XVII, unless and until a Responsible Officer
of the Trustee shall have received written notice thereof from the Company or a
holder or holders of Senior Indebtedness or from any trustee therefor; and
before the receipt of any such written notice, the Trustee, subject to the
provisions of Section 10.1, shall be entitled in all respects to assume that no
such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section 17.6 at
least two (2) Business Days prior to the date upon which by the terms hereof any
money may become payable for any purpose (including, without limitation, the
payment of the principal of or interest on any Debenture), then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such money and to apply the same to the purposes for which
they were received, and shall not be affected by any notice to the contrary that
may be received by it within two (2) Business Days prior to such
date.

      


      (b) The
Trustee, subject to the provisions of Section 10.1, shall be entitled to
conclusively rely on the delivery to it of a written notice by a Person
representing himself or herself to be a holder of Senior Indebtedness (or a
trustee on behalf of such holder) to establish that such notice has been given
by a holder of such Senior Indebtedness or a trustee on behalf of any such
holder or holders. In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a holder
of such Senior Indebtedness to participate in any payment or distribution
pursuant to this ARTICLE XVII, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of such
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this ARTICLE XVII, and, if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

      


      SECTION 17.7. Rights of the Trustee;
Holders of the Senior Indebtedness.

      


      (a) The
Trustee in its individual capacity shall be entitled to all the rights set forth
in this ARTICLE XVII in respect of any Senior Indebtedness at any time held by
it, to the same extent as any other holder of Senior Indebtedness, and nothing
in this Indenture shall deprive the Trustee of any of its rights as such holder.
The Trustee’s right to compensation and reimbursement of expenses as set forth
in Section 10.8 shall not be subject to the subordination provisions of this
ARTICLE XVII.

       

      
        
          
          

        

        
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      (b) With
respect to the holders of the Senior Indebtedness, the Trustee undertakes to
perform or to observe only such of its covenants and obligations as are
specifically set forth in this ARTICLE XVII, and no implied covenants or
obligations with respect to the holders of such Senior Indebtedness shall be
read into this Indenture against the Trustee. The Trustee shall not be deemed to
owe any fiduciary duty to the holders of such Senior Indebtedness and, subject
to the provisions of Section 10.1, the Trustee shall not be liable to any holder
of such Senior Indebtedness if it shall pay over or deliver to holders of
Debentures, the Company or any other Person money or assets to which any holder
of such Senior Indebtedness shall be entitled by virtue of this ARTICLE XVII or
otherwise.
 

      


      SECTION 17.8. Subordination May Not Be
Impaired.

      


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

      


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

      


      [SIGNATURES
APPEAR ON NEXT PAGE]

       

       

      
        
          
          

        

        
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      [SIGNATURE
PAGE]

      


      


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

       

      
        
          	
                  FIRST
      UNITED CORPORATION

                
	 
      	 
      
	 
      	 
      
	
                  By:           

                	
                  /s/ William B.
      Grant                                                     

                
	
                  Name:           

                	
                  William
      B. Grant

                
	
                  Title:              

                	
                  Chairman,
      Chief Executive Officer and

                
	 
      	
                  President

                
	 
      	 
      
	 
      	 
      
	
                  WILMINGTON
      TRUST COMPANY,

                
	
                  as
      Trustee

                
	 
      	 
      
	 
      	 
      
	
                  By:           

                	
                  /s/ Prital K. Patel                                                                            

                
	
                  Name:           

                	
                  Prital
      K. Patel

                
	
                  Title:            

                	
                  Financial
      Services Officer

                


        

      

      
 

       

      
 

      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

      

      EXHIBIT
A

      


      [Form of Face of
Debenture]

      


      JUNIOR
SUBORDINATED DEBENTURE DUE 2040

      OF

      FIRST
UNITED CORPORATION

      


      THIS SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY
STATE SECURITIES OR “BLUE SKY” LAWS (THE “STATE ACTS”). NEITHER THIS SECURITY
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION.  THE HOLDER OF THIS SECURITY OR ANY INTEREST OR
PARTICIPATION HEREIN, AS THE CASE MAY BE, AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN ONLY (A) TO THE
DEBENTURE ISSUER OR THE TRUST, OR (B) PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE STATE ACTS, SUBJECT TO
THE RIGHT OF THE DEBENTURE ISSUER AND THE TRUST PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER PURSUANT TO CLAUSE (B) ABOVE TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN
ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE
DEBENTURE ISSUER OR THE TRUST.  THE HOLDER OF THIS SECURITY OR ANY
INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE
CASE MAY BE, AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

       

      NEITHER THIS SECURITY NOR ANY INTEREST
OR PARTICIPATION HEREIN MAY BE PURCHASED OR HELD (A) BY AN EMPLOYEE BENEFIT PLAN
SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR
SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE (THE “CODE”), OR (B) BY AN
ENTITY WHOSE ASSETS ARE DEEMED TO BE ASSETS OF SUCH AN EMPLOYEE BENEFIT PLAN.
THIS SECURITY, AND ANY INTEREST OR PARTICIPATION HEREIN, MAY BE PURCHASED OR
HELD BY AN INDIVIDUAL RETIREMENT ACCOUNT THAT IS NOT SUCH AN EMPLOYEE BENEFIT
PLAN OR ENTITY, PROVIDED SUCH PURCHASE OR HOLDING IS NOT PROHIBITED BY SECTION
4975 OF THE CODE. ANY PERSON WHO PURCHASES OR HOLDS THIS SECURITY OR ANY
INTEREST OR PARTICIPATION HEREIN REPRESENTS AND WARRANTS, BY ITS PURCHASE OR
HOLDING HEREOF OR THEREOF, THAT THE FOREGOING IS TRUE AND CORRECT.

      
 

      IN CONNECTION WITH ANY TRANSFER, THE
HOLDER OF THIS SECURITY WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH
CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE AMENDED AND
RESTATED DECLARATION OF TRUST TO CONFIRM THAT THE TRANSFER 

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

       

      COMPLIES
WITH THE FOREGOING RESTRICTIONS. THIS SECURITY WILL BE ISSUED AND MAY BE
TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF THE LIQUIDATION AMOUNT AND INTEGRAL
MULTIPLES OF SUCH LIQUIDATION AMOUNT IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER
OF THIS SECURITY IN A BLOCK HAVING A LIQUIDATION AMOUNT OF LESS THAN $1,000 OR
AN INTEGRAL MULTIPLE THEREOF SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT
WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER
OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN FOR ANY PURPOSE,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY OR
SUCH INTEREST OR PARTICIPATION, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO
HAVE NO INTEREST WHATSOEVER IN THIS SECURITY OR ANY INTEREST OR PARTICIPATION
HEREIN.

       

       

       

       

       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

       

      
 

      FORM OF
JUNIOR SUBORDINATED DEBENTURE DUE 2040

      OF

      FIRST
UNITED CORPORATION

      
 

      First United Corporation, a Maryland
corporation (the “Company,” which term includes any successor corporation under
the Indenture hereinafter referred to), for value received, hereby promises to
pay to Wilmington Trust Company, as Property Trustee for First United Statutory
Trust III, or registered assigns, the principal sum of $__________ on March 15,
2040 (the “Stated Maturity”), and to pay interest on said principal sum from
____________, ____, or from the most recent interest payment date (each such
date, an “Interest Payment Date”) to which interest has been paid or duly
provided for, quarterly (subject to deferral as set forth herein) in arrears on
March 15, June 15, September 15 and December 15 of each year commencing March
15, 2010, at the rate of 9.875% per annum until the principal hereof shall have
become due and payable, and on any overdue principal and (without duplication
and to the extent that payment of such interest is enforceable under applicable
law) on any overdue installment of interest at the same rate per annum
compounded quarterly. The amount of interest payable on any Interest Payment
Date shall be computed on the basis of a 360-day year of twelve 30-day months.
The amount of interest for any partial period shall be computed on the basis of
the number of days elapsed in a 360-day year of twelve 30-day months. In the
event that any date on which interest is payable on this Debenture is not a
business day, then payment of interest payable on such date shall be made on the
next succeeding day that is a business day (and without any interest or other
payment in respect of any such delay) except that, if such business day is in
the next succeeding calendar year, payment of such interest will be made on the
immediately preceding business day, in each case, with the same force and effect
as if made on such date. The interest installment so payable, and punctually
paid or duly provided for, on any Interest Payment Date shall, as provided in
the Indenture, be paid to the person in whose name this Debenture (or one or
more Predecessor Debentures, as defined in said Indenture) is registered at the
close of business on the regular record date for such interest installment,
which shall be the close of business on the business day next preceding such
Interest Payment Date unless otherwise provided in the Indenture. Any such
interest installment not punctually paid or duly provided for shall forthwith
cease to be payable to the registered holders on such regular record date and
may be paid to the Person in whose name this Debenture (or one or more
Predecessor Debentures) is registered at the close of business on a special
record date to be fixed by the Trustee for the payment of such defaulted
interest, notice thereof shall be fixed by the Trustee for the payment of such
defaulted interest, notice thereof shall be given to the registered holders of
the Debentures not less than ten (10) days prior to such special record date, or
may be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange or quotation system on or in which the
Debentures may be listed or quoted, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture. The principal of and
the interest on this Debenture shall be payable at the office or agency of the
Trustee maintained for that purpose in any coin or currency of the United States
of America that at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment
of interest may be made at the option of the Company by check mailed to the
registered holder at such address as shall appear in the Debenture Register.
Notwithstanding the foregoing, so long as the holder of this Debenture is the
Property Trustee, the payment of the principal of and interest on this Debenture
shall be made at such place and to such account as may be designated by the
Trustee.

       

      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      

      
 

      The Company, as further described in
the Indenture, shall have the right at any time during the term of the
Debentures and from time to time to defer payments of interest by extending the
interest payment period of such Debentures for up to twenty (20) consecutive
quarters (each, an “Extension Period”), at the end of which period the Company
shall pay all interest then accrued (together with interest thereon at the rate
specified for the Debentures to the extent that payment of such interest is
enforceable under applicable law). Before the termination of any such Extension
Period, so long as no Event of Default shall have occurred and be continuing,
the Company may further extend such Extension Period, provided that such
Extension Period together with all such further extensions thereof shall not
exceed twenty (20) consecutive quarters, extend beyond March 15, 2040, or end on
a date other than an Interest Payment Date. At the termination of any such
Extension Period and upon the payment of all Deferred Payments then due, the
Company may commence a new Extension Period.  During any Extension
Period, neither the Company nor any Subsidiary shall (i) declare or pay any
dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of its capital stock; (ii) make any
payment of interest, principal or premium, if any, or repay, repurchase or
redeem any debt securities issued by the Company or any Subsidiary which rank
pari passu with or
junior to the Debentures or make any guarantee payments with respect to any
guarantee by the Company of any debt securities if such guarantee ranks pari passu with or junior in
interest to the Debentures (other than, in the case of both (i) and (ii) above,
(A) repurchases, redemptions or other acquisitions of shares of its capital
stock in connection with (x) any employment contract, benefit plan or other
similar arrangement with or for the benefit of one or more employees, officers,
directors, or consultants, (y) a dividend reinvestment or shareholder stock
purchase plan or (z) the issuance of capital stock (or securities convertible
into or exercisable for such capital stock) as consideration in an acquisition
transaction entered into prior to the occurrence of the Event of Default or the
applicable Extension Period, (B) as a result of any exchange, reclassification,
combination or conversion of any class or series of the capital stock of the
Company or any of its Subsidiaries for any class or series of its capital stock
or of any class or series of its indebtedness for any class or series of its
capital stock, (C) the purchase of fractional interests in shares of its capital
stock pursuant to the conversion or exchange provisions of such capital stock or
the security being converted or exchanged, (D) any declaration of a dividend in
connection with any shareholder’s rights plan, or the issuance of rights, stock
or other property under any shareholders’ rights plan, or the redemption or
repurchase of rights pursuant thereto, (E) dividends or distributions made by a
Subsidiary to the Company, (F) dividends or distributions made by a Subsidiary
to a Subsidiary, or (G) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or the stock issuable upon exercise of
such warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to
such stock); or (iii) redeem, purchase or acquire less than all of the
Outstanding Debentures or any of the Preferred Securities; provided, however, that,
notwithstanding the foregoing, the Company may make payments pursuant to its
obligations under the Preferred Securities Guarantee.

       

      The indebtedness evidenced by this
Debenture is, to the extent provided in the Indenture, subordinate and junior in
right of payment to the prior payment in full of all Senior Indebtedness (as
defined in the Indenture). This Debenture is issued subject to the provisions of
the Indenture with respect thereto. Each holder of this Debenture, by accepting
the same, (a) agrees to and 

       

      
        
          
          

        

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

      


      This Debenture shall not be entitled to
any benefit under the Indenture hereinafter referred to, be valid or become
obligatory for any purpose until the Certificate of Authentication hereon shall
have been signed by or on behalf of the Trustee.

      


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

      


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

      


      Dated:  ______________,
_____.

      


      FIRST UNITED CORPORATION

      


      


      By: ___________________________          

      Name:

      Title:

      


      


      CERTIFICATE
OF AUTHENTICATION

      


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

      


      WILMINGTON TRUST COMPANY,

      not in its individual capacity but
solely as theTrustee

      


      


      By:   ___________________________       

      Authorized Officer

      


      


      Dated:  ________________,
_____

       

       

       

      
        
          
          

        

        
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      [Form of
Reverse of Debenture]

      


      JUNIOR
SUBORDINATED DEBENTURE DUE 2040

      OF

      FIRST
UNITED CORPORATION

      


      (CONTINUED)

      
 

      This Debenture is one of the
subordinated debentures of the Company (herein sometimes referred to as the
“Debentures”), all issued or to be issued under and pursuant to an Indenture
dated as of December 30, 2009 (the “Indenture”) duly executed and delivered
between the Company and Wilmington Trust Company, as Trustee (the “Trustee”), to
which Indenture reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the holders of the Debentures. The Debentures are
limited in aggregate principal amount as specified in the
Indenture.

       

      Because of the occurrence and
continuation of a Special Event (as defined in the Indenture), in certain
circumstances, this Debenture may become due and payable at the principal amount
together with any interest accrued thereon (the “Redemption Price”). The
Redemption Price shall be paid before 12:00 noon Eastern Standard Time, on the
date of such redemption or at such earlier time as the Company determines. The
Company shall have the right as set forth in the Indenture to redeem this
Debenture at the option of the Company, without premium or penalty, in whole or
in part at any time on or after March 15, 2015 (an “Optional Redemption”), or at
any time in certain circumstances upon the occurrence of a Special Event, at a
Redemption Price equal to 100% of the principal amount hereof plus any accrued
but unpaid interest hereon, to the date of such redemption. Any redemption
pursuant to this paragraph shall be made upon not less than thirty (30) days’ or
more than sixty (60) days’ notice, at the Redemption Price. The Redemption Price
shall be paid at the time and in the manner provided therefor in the Indenture.
If the Debentures are only partially redeemed by the Company pursuant to an
Optional Redemption, the Debentures shall be redeemed pro rata or by lot or by
any other method utilized by the Trustee as described in the Indenture. In the
event of an Optional Redemption of this Debenture in part only, a new Debenture
or Debentures for the unredeemed portion hereof shall be issued in the name of
the holder hereof upon the cancellation hereof.

       

      In case an Event of Default (as defined
in the Indenture) shall have occurred and be continuing, the principal of all of
the Debentures may be declared, and upon such declaration shall become, due and
payable, in the manner, with the effect and subject to the conditions provided
in the Indenture.

       

      The Indenture contains provisions
permitting the Company and the Trustee, with the consent of the holders of not
less than a majority in aggregate principal amount of the Debentures at the time
Outstanding (as defined in the Indenture), to execute supplemental indentures
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the holders of the
Debentures; provided, however, that no such
supplemental indenture shall, except as provided in the Indenture, (i) extend
the fixed maturity of 

       

      
        
          
          

        

        
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      the
Debentures, reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon without the consent of the holder of
each Debenture so affected thereby; or (ii) reduce the aforesaid percentage of
the Debentures, the holders of which are required to consent to any such
supplemental indenture, without the consent of the holder of each Debenture then
Outstanding and so affected thereby. The Indenture also contains provisions
permitting the holders of at least a majority in aggregate principal amount of
the Debentures at the time Outstanding, on behalf of all of the holders of the
Debentures, to waive any past default in the performance of any of the covenants
contained in the Indenture, or established pursuant to the Indenture, and its
consequences, except a default in the payment of the principal of or interest on
any of the Debentures. Any such consent or waiver by the registered holder of
this Debenture (unless revoked as provided in the Indenture) shall be conclusive
and binding upon such holder and upon all future holders and owners of this
Debenture and of any Debenture issued in exchange therefor or in place hereof
(whether by registration of transfer or otherwise), irrespective of whether or
not any notation of such consent or waiver is made upon this
Debenture.

       

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

       

      As provided in the Indenture and
subject to certain limitations therein set forth, this Debenture is transferable
by the registered holder hereof on the Debenture Register (as defined in the
Indenture) of the Company, upon surrender of this Debenture for registration of
transfer at the office or agency of the Trustee accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company or the
Trustee duly executed by the registered holder hereof or his or her attorney
duly authorized in writing, and thereupon one or more new Debentures of
authorized denominations and for the same aggregate principal amount shall be
issued to the designated transferee or transferees. No service charge shall be
made for any such transfer, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in relation
thereto.

       

      Prior to due presentment for
registration of transfer of this Debenture, the Company, the Trustee, any Paying
Agent (as defined in the Indenture) and the Debenture Registrar may deem and
treat the registered holder hereof as the absolute owner hereof (whether or not
this Debenture shall be overdue and notwithstanding any notice of ownership or
writing hereon made by anyone other than the Debenture Registrar) for the
purpose of receiving payment of or on account of the principal hereof and
interest due hereon and for all other purposes, and neither the Company nor the
Trustee nor any Paying Agent nor any Debenture Registrar shall be affected by
any notice to the contrary.

       

      No recourse shall be had for the
payment of the principal of or the interest on this Debenture, or for any claim
based hereon, or otherwise in respect hereof, or based on or in respect of the
Indenture, against any incorporator, stockholder, officer or director, past,
present or future, as such, of the Company or of any predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the
issuance hereof, expressly waived and released.

       

      
        
          
          

        

        
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      The Debentures are issuable only in
registered form without coupons in denominations of $1,000 and any integral
multiple thereof.

      


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

      


      This Debenture is governed by, and
shall be construed in accordance with, the laws of the State of Delaware,
without regard to principles of conflict of laws.

       

      
A-8