ex4-18.htm


    Exhibit 4.18

       

       

       

       

       

       

       

       

       

       

       

      HORIZON FINANCIAL
CORP.

      


      AND

      


      WILMINGTON TRUST
COMPANY,

      AS TRUSTEE

      


      INDENTURE

      


      ________% JUNIOR SUBORDINATED DEBENTURES
DUE 20__

       

      DATED AS OF                 , 20__

      



      
        
           


        

        
           


           


        

        
           


        

      


      TABLE OF CONTENTS

       

      


      
        	
                INDENTURE

                 

              	
                1

              
	
                RECITALS

                 

              	
                1

              
	
                ARTICLE
      I DEFINITIONS

                 

              	
                1

              
	 
      	
                SECTION
      1.1  DEFINITIONS OF TERMS.

                 

              	
                1

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

                 

              	
                7

              
	 
      	
                SECTION 2.1 
      DESIGNATION AND PRINCIPAL AMOUNT.

              	
                7

              
	 
      	
                SECTION 2.2 
      MATURITY.

              	
                7

              
	 
      	
                SECTION 2.3 
      FORM AND PAYMENT.

              	
                8

              
	 
      	
                SECTION 2.4 
      INTENTIONALLY LEFT BLANK.

              	
                8

              
	 
      	
                SECTION 2.5 
      INTEREST.

              	
                8

              
	 
      	
                SECTION 2.6 
      EXECUTION AND AUTHENTICATIONS.

              	
                9

              
	 
      	
                SECTION 2.7 
      REGISTRATION OF TRANSFER AND EXCHANGE.

              	
                9

              
	 
      	
                SECTION 2.8 
      TEMPORARY DEBENTURES.

              	
                10

              
	 
      	
                SECTION 2.9 
      MUTILATED, DESTROYED, LOST OR STOLEN DEBENTURES.

              	
                10

              
	 
      	
                SECTION 2.10 
      CANCELLATION.

              	
                11

              
	 
      	
                SECTION 2.11 
      BENEFIT OF INDENTURE.

              	
                11

              
	 
      	
                SECTION 2.12 
      AUTHENTICATING AGENT.

                 

              	
                11

              
	
                ARTICLE
      III  REDEMPTION OF DEBENTURES

                 

              	
                12

              
	 
      	
                SECTION 3.1 
      REDEMPTION.

              	
                12

              
	 
      	
                SECTION 3.2 
      SPECIAL EVENT REDEMPTION.

              	
                12

              
	 
      	
                SECTION 3.3 
      OPTIONAL REDEMPTION BY COMPANY.

              	
                12

              
	 
      	
                SECTION 3.4 
      NOTICE OF REDEMPTION.

              	
                12

              
	 
      	
                SECTION 3.5 
      PAYMENT UPON REDEMPTION.

              	
                13

              
	 
      	
                SECTION 3.6 
      NO SINKING FUND.

                 

              	
                13

              
	
                ARTICLE
      IV EXTENSION OF INTEREST PAYMENT PERIOD

                 

              	
                14

              
	 
      	
                SECTION 4.1 
      EXTENSION OF INTEREST PAYMENT PERIOD.

              	
                14

              
	 
      	
                SECTION 4.2 
      NOTICE OF EXTENSION.

                 

              	
                14

              
	
                ARTICLE
      V PARTICULAR COVENANTS OF THE COMPANY

                 

              	
                14

              
	 
      	
                SECTION 5.1 
      PAYMENT OF PRINCIPAL AND INTEREST.

              	
                14

              
	 
      	
                SECTION 5.2 
      MAINTENANCE OF AGENCY.

              	
                14

              
	 
      	
                SECTION 5.3 
      PAYING AGENTS.

              	
                15

              
	 
      	
                SECTION 5.4 
      APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE.

              	
                16

              
	 
      	
                SECTION 5.5 
      COMPLIANCE WITH CONSOLIDATION PROVISIONS.

              	
                16

              
	 
      	
                SECTION 5.6 
      LIMITATION ON TRANSACTIONS.

              	
                16

              
	 
      	
                SECTION 5.7 
      COVENANTS AS TO THE TRUST.

              	
                16

              
	 
      	
                SECTION 5.8 
      COVENANTS AS TO PURCHASES.

              	
                17

              
	 
      	
                SECTION 5.9 
      WAIVER OF USURY, STAY OR EXTENSION LAWS.

              	
                17

              


      


      
        
           


        

        
          ii

           


        

        
           


        

      


      


      
        	
                ARTICLE
      VI DEBENTUREHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE
      TRUSTEE

                 

              	
                17

              
	 
      	
                SECTION 6.1 
      COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
      DEBENTUREHOLDERS.

              	
                17

              
	 
      	
                SECTION 6.2 
      PRESERVATION OF INFORMATION COMMUNICATIONS WITH
      DEBENTUREHOLDERS.

              	
                17

              
	 
      	
                SECTION 6.3 
      REPORTS BY THE COMPANY.

              	
                17

              
	 
      	
                SECTION 6.4 
      REPORTS BY THE TRUSTEE.

                 

              	
                18

              
	
                ARTICLE
      VII REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS ON EVENT OF
      DEFAULT

                 

              	
                18

              
	 
      	
                SECTION 7.1 
      EVENTS OF DEFAULT.

              	
                18

              
	 
      	
                SECTION 7.2 
      COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
      TRUSTEE.

              	
                19

              
	 
      	
                SECTION 7.3 
      APPLICATION OF MONEYS COLLECTED.

              	
                20

              
	 
      	
                SECTION 7.4 
      LIMITATION ON SUITS.

              	
                21

              
	 
      	
                SECTION 7.5 
      RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT
    WAIVER.

              	
                21

              
	 
      	
                SECTION 7.6 
      CONTROL BY DEBENTUREHOLDERS.

              	
                22

              
	 
      	
                SECTION 7.7 
      UNDERTAKING TO PAY COSTS.

              	
                22

              
	 
      	
                SECTION 7.8 
      DIRECT ACTION; RIGHT OF SET-OFF.

                 

              	
                22

              
	
                ARTICLE
      VIII FORM OF DEBENTURE AND ORIGINAL ISSUE SECTION

                 

              	
                23

              
	 
      	
                SECTION 8.1 
      FORM OF DEBENTURE.

              	
                23

              
	 
      	
                SECTION 8.2 
      ORIGINAL ISSUE OF DEBENTURES.

                 

              	
                23

              
	
                ARTICLE
      IX CONCERNING THE TRUSTEE

                 

              	
                23

              
	 
      	
                SECTION 9.1 
      CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEE.

              	
                23

              
	 
      	
                SECTION 9.2 
      NOTICE OF DEFAULTS.

              	
                24

              
	 
      	
                SECTION 9.3 
      CERTAIN RIGHTS OF TRUSTEE.

              	
                24

              
	 
      	
                SECTION 9.4 
      TRUSTEE NOT RESPONSIBLE FOR RECITALS, ETC.

              	
                26

              
	 
      	
                SECTION 9.5 
      MAY HOLD DEBENTURES.

              	
                26

              
	 
      	
                SECTION 9.6 
      MONEYS HELD IN TRUST.

              	
                26

              
	 
      	
                SECTION 9.7 
      COMPENSATION AND REIMBURSEMENT.

              	
                26

              
	 
      	
                SECTION 9.8 
      RELIANCE ON OFFICERS’ CERTIFICATE.

              	
                27

              
	 
      	
                SECTION 9.9 
      DISQUALIFICATION: CONFLICTING INTERESTS.

              	
                27

              
	 
      	
                SECTION 9.10 
      CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

              	
                27

              
	 
      	
                SECTION 9.11 
      RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

              	
                27

              
	 
      	
                SECTION 9.12 
      ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

              	
                28

              
	 
      	
                SECTION 9.13 
      MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
    BUSINESS.

              	
                29

              
	 
      	
                SECTION 9.14 
      PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.

                 

              	
                29

              
	
                ARTICLE
      X CONCERNING THE DEBENTUREHOLDERS

                 

              	
                29

              
	 
      	
                SECTION 10.1 
      EVIDENCE OF ACTION BY HOLDERS.

              	
                29

              
	 
      	
                SECTION 10.2 
      PROOF OF EXECUTION BY DEBENTUREHOLDERS.

              	
                29

              
	 
      	
                SECTION 10.3 
      WHO MAY BE DEEMED OWNERS.

              	
                30

              
	 
      	
                SECTION 10.4 
      CERTAIN DEBENTURES OWNED BY COMPANY DISREGARDED.

              	
                30

              
	 
      	
                SECTION 10.5 
      ACTIONS BINDING ON FUTURE DEBENTUREHOLDERS.

                 

              	
                30

              
	
                ARTICLE
      XI SUPPLEMENTAL INDENTURES

              	
                30

              


      

      


      
        	 
      	
                SECTION 11.1 
      SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF
      DEBENTUREHOLDERS.

              	
                30

              
	 
      	
                SECTION 11.2 
      SUPPLEMENTAL INDENTURES WITH CONSENT OF DEBENTUREHOLDERS.

              	
                31

              


      

       

       

       

      
        
           

        

        
          iii

          
          

        

        
           

        

      

       

       

      
        	 
      	
                SECTION 11.3 
      EFFECT OF SUPPLEMENTAL INDENTURES.

              	
                31

              
	 
      	
                SECTION 11.4 
      DEBENTURES AFFECTED BY SUPPLEMENTAL INDENTURES.

              	
                32

              
	 
      	
                SECTION 11.5 
      EXECUTION OF SUPPLEMENTAL INDENTURES.

                 

              	
                32

              
	
                ARTICLE
      XII SUCCESSOR CORPORATION

                 

              	
                32

              
	 
      	
                SECTION 12.1 
      COMPANY MAY CONSOLIDATE, ETC.

              	
                32

              
	 
      	
                SECTION 12.2 
      SUCCESSOR CORPORATION SUBSTITUTED.

              	
                33

              
	 
      	
                SECTION 12.3 
      EVIDENCE OF CONSOLIDATION, ETC. TO TRUSTEE.

                 

              	
                33

              
	
                ARTICLE
      XIII SATISFACTION AND DISCHARGE

                 

              	
                33

              
	 
      	
                SECTION 13.1 
      SATISFACTION AND DISCHARGE OF INDENTURE.

              	
                33

              
	 
      	
                SECTION 13.2 
      DISCHARGE OF OBLIGATIONS.

              	
                33

              
	 
      	
                SECTION 13.3 
      DEPOSITED MONEYS TO BE HELD IN TRUST.

              	
                34

              
	 
      	
                SECTION 13.4 
      PAYMENT OF MONIES HELD BY PAYING AGENTS.

              	
                34

              
	 
      	
                SECTION 13.5
       REPAYMENT TO COMPANY.

                 

              	
                34

              
	
                ARTICLE
      XIV IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
      DIRECTORS

                 

              	
                34

              
	 
      	
                SECTION 14.1 
      NO RECOURSE.

                 

              	
                34

              
	
                ARTICLE
      XV MISCELLANEOUS PROVISIONS

                 

              	
                35

              
	 
      	
                SECTION 15.1 
      EFFECT ON SUCCESSORS AND ASSIGNS.

              	
                35

              
	 
      	
                SECTION 15.2 
      ACTIONS BY SUCCESSOR.

              	
                35

              
	 
      	
                SECTION 15.3 
      SURRENDER OF COMPANY POWERS.

              	
                35

              
	 
      	
                SECTION 15.4 
      NOTICES.

              	
                35

              
	 
      	
                SECTION 15.5 
      GOVERNING LAW.

              	
                35

              
	 
      	
                SECTION 15.6 
      TREATMENT OF DEBENTURES AS DEBT.

              	
                35

              
	 
      	
                SECTION 15.7 
      COMPLIANCE CERTIFICATES AND OPINIONS.

              	
                35

              
	 
      	
                SECTION 15.8 
      PAYMENTS ON BUSINESS DAYS.

              	
                36

              
	 
      	
                SECTION 15.9 
      CONFLICT WITH TRUST INDENTURE ACT.

              	
                36

              
	 
      	
                SECTION 15.10 
      COUNTERPARTS.

              	
                36

              
	 
      	
                SECTION 15.11 
      SEPARABILITY.

              	
                36

              
	 
      	
                SECTION 15.12 
      ASSIGNMENT.

              	
                36

              
	 
      	
                SECTION 15.13 
      ACKNOWLEDGMENT OF RIGHTS; RIGHT OF SETOFF.

                 

              	
                36

              
	
                ARTICLE
      XVI SUBORDINATION OF DEBENTURES

                 

              	
                37

              
	 
      	
                SECTION 16.1 
      AGREEMENT TO SUBORDINATE.

              	
                37

              
	 
      	
                SECTION 16.2 
      DEFAULT ON SENIOR DEBT, SUBORDINATED DEBT OR ADDITIONAL SENIOR
      OBLIGATIONS.

              	
                37

              
	 
      	
                SECTION 16.3 
      LIQUIDATION; DISSOLUTION; BANKRUPTCY.

              	
                37

              
	 
      	
                SECTION 16.4 
      SUBROGATION.

              	
                38

              
	 
      	
                SECTION 16.5 
      TRUSTEE TO EFFECTUATE SUBORDINATION.

              	
                39

              
	 
      	
                SECTION 16.6 
      NOTICE BY THE COMPANY.

              	
                39

              
	 
      	
                SECTION 16.7 
      RIGHTS OF THE TRUSTEE HOLDERS OF SENIOR INDEBTEDNESS.

              	
                39

              
	 
      	
                SECTION 16.8 
      SUBORDINATION MAY NOT BE IMPAIRED.

              	
                40

              


      

      



      
        
           


        

        
          iv

           


        

        
           


        

      


      CROSS-REFERENCE
TABLE

      


      
        	
                SECTION OR

              	 
      	 
      	 
      
	
                TRUST INDENTURE
      ACT

              	 
      	 
      	
                SECTION OF

              
	
                OF 1939, AS
      AMENDED

              	 
      	
                INDENTURE

              
	 
      	 
      	 
      	 
      
	
                310(a)

              	 
      	 
      	
                9.10

              
	
                310(b)

              	 
      	 
      	
                9.9

              
	 
      	 
      	 
      	
                9.11

              
	
                310(c)

              	 
      	 
      	
                Not
    Applicable

              
	
                311(a)

              	 
      	 
      	
                9.14

              
	
                311(b)

              	 
      	 
      	
                9.14

              
	
                311(c)

              	 
      	 
      	
                Not
    Applicable

              
	
                312(a)

              	 
      	 
      	
                6.1

              
	 
      	 
      	 
      	
                6.2(a)

              
	
                312(b)

              	 
      	 
      	
                6.2(c)

              
	
                312(c)

              	 
      	 
      	
                6.2(c)

              
	
                313(a)

              	 
      	 
      	
                6.4(a)

              
	
                313(b)

              	 
      	 
      	
                6.4(b)

              
	
                313(c)

              	 
      	 
      	
                6.4(a)

              
	 
      	 
      	 
      	
                6.4(b)

              
	
                313(d)

              	 
      	 
      	
                6.4(c)

              
	
                314(a)

              	 
      	 
      	
                6.3(a)

              
	
                314(b)

              	 
      	 
      	
                Not
    Applicable

              
	
                314(c)

              	 
      	 
      	
                15.7

              
	
                314(d)

              	 
      	 
      	
                Not
    Applicable

              
	
                314(e)

              	 
      	 
      	
                15.7

              
	
                314(f)

              	 
      	 
      	
                Not
    Applicable

              
	
                315(a)

              	 
      	 
      	
                9.1(a)

              
	 
      	 
      	 
      	
                9.3

              
	
                315(b)

              	 
      	 
      	
                9.2

              
	
                315(c)

              	 
      	 
      	
                9.1(a)

              
	
                315(d)

              	 
      	 
      	
                9.1(b)

              
	
                315(e)

              	 
      	 
      	
                7.7

              
	
                316(a)

              	 
      	 
      	
                1.1

              
	 
      	 
      	 
      	
                7.6

              
	
                316(b)

              	 
      	 
      	
                7.4(b)

              
	
                316(c)

              	 
      	 
      	
                10.1(b)

              
	
                317(a)

              	 
      	 
      	
                7.2

              
	
                317(b)

              	 
      	 
      	
                5.3

              
	
                318(a)

              	 
      	 
      	
                15.9

              


      

       

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

      



      
        
           


        

        
          v

           


        

        
           


          
            Exhibit
4.18

          

        

      


      INDENTURE

       

      INDENTURE,
dated as of                ,
20__, between Horizon Financial Corp., a Washington corporation (the “Company”)
and Wilmington Trust Company, 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 of securities to be
known as its ____ % Junior Subordinated Debentures due 20__ (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,
Horizon  Capital Trust __, a Delaware statutory trust (the “Trust”),
has offered to the public up to $_______ aggregate liquidation amount of its
Capital 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 $______ aggregate liquidation amount of its Common
Securities (as defined herein), in up to $__________ 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:

       

      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.

       

      “Accelerated
Maturity Date” means if the Company elects to accelerate the Maturity Date in
accordance with Section 2.2(b), the date selected by the Company which is
prior to the Scheduled Maturity Date, but is after             ,
20__.

       

      “Additional
Interest” 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(5) of
the United States Bankruptcy Code of 1978, as amended.

       

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

       

      “Affiliate”
means, with respect to a specified Person: (a) any Person directly or
indirectly owning, controlling or holding with power to vote 10% or more of the
outstanding voting securities or other ownership interests of the specified
Person; (b) any Person 10% or more of whose outstanding voting securities
or other ownership interests are directly or indirectly owned, controlled or
held with power to vote by the specified Person; (c) any Person directly or
indirectly controlling, controlled by, or under common control with the
specified Person; (d) a partnership in which the specified Person is a
general partner; (e) any officer or director of the specified Person; and
(f) if the specified Person is an individual, any entity of which the
specified Person is an officer, director or general partner.

       

      “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.

       

      “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 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
Securities” means the ___% Cumulative Trust Capital 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 distributions and payments
upon liquidation, redemption and otherwise are subordinated to the rights of
holders of Capital Securities.

       

      “Capital
Securities Guarantee” means any guarantee that the Company may enter into with a
trustee named therein or other Persons that operates directly or indirectly for
the benefit of holders of Capital Securities.

       

      “Capital
Treatment Event” means the receipt by the Company and the Trust of an Opinion of
Counsel, rendered by a law firm experienced in such matters, 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 or action or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which pronouncement or action or decision is announced on or after the date of
issuance of the Capital Securities under the Trust Agreement, there is more than
an insubstantial risk of impairment of the Company’s ability to treat the
Capital 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, applied as if the Company were a bank
holding company subject to such guidelines; provided, however, that the
inability of the Company to treat all

       


      
        
           


        

        
          2

           


        

        
           


        

      


      or any
portion of the Liquidation Amount of the Capital Securities as Tier 1 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 now or may hereafter accord Tier 1 Capital treatment in
excess of the amount which may qualify for treatment as Tier 1 Capital under
applicable capital adequacy guidelines of the Federal Reserve; provided,
further, however, that the distribution of Debentures in connection with the
dissolution of the Trust shall not in and of itself constitute a Capital
Treatment Event.

       

      “Certificate”
means a certificate signed by the principal executive officer, the principal
financial officer, the principal accounting officer, the treasurer or any vice
president of the Company. The Certificate need not comply with the provisions of
Section 15.7.

       

      “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 United States Securities and Exchange Commission.

       

      “Common
Securities” means undivided beneficial interests in the assets of the Trust
which rank pari passu with the Capital 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 distributions and payments
upon liquidation, redemption and otherwise are subordinated to the rights of
holders of Capital Securities.

       

      “Company”
means Horizon Financial Corp., a corporation duly organized and existing under
the laws of the State of Washington, and, subject to the provisions of
Article XII, shall also include its successors and assigns.

       

      “Compounded
Interest” shall have the meaning set forth in Section 4.1.

       

      “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 1100 North Market Street, Wilmington, Delaware
19890-1605.

       

      “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).

       

      “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, (i) every obligation
of such Person for money borrowed; (ii) every obligation of such Person
evidenced by bonds, debentures, notes or other similar instruments, including
obligations incurred in connection with the acquisition of property, assets or
businesses; (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers’ acceptances or similar facilities issued
for the account of such Person; (iv) 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); (v) every

       


      
        
           


        

        
          3

           


        

        
           


        

      


      capital
lease obligation of such Person; and (vi) every obligation of the type
referred to in clauses (i) through (v) 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.

       

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

       

      “Deferred
Interest” shall have the meaning set forth in Section 4.1.

       

      “Direct
Action” shall have the meaning set forth in Section 7.8.

       

      “Event of
Default” means, with respect to the Debentures, any event specified in
Section 7.1, 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.

       

      “Extended
Interest Payment Period” shall have the meaning set forth in
Section 4.1.

       

      “Federal
Reserve” means the Board of Governors of the Federal Reserve
System.

       

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

       

      “Governmental
Obligations” means securities that are (i) direct obligations of the United
States of America for the payment of which its full faith and credit is pledged;
or (ii) obligations of a Person controlled or supervised by and acting as
an agency or instrumentality of the United States 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 depositary 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 Trust and the Company of an Opinion of
Counsel, rendered by a law firm experienced in such matters, 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”),
there is more than an insubstantial risk that the Trust is, or within 90 days of
the date of such opinion will 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
Capital Securities under the Trust Agreement.

       


      
        
           


        

        
          4

           


        

        
           


        

      


      “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 Interest, if any.

       

      “Officers’
Certificate” means a certificate signed by the President or a Vice President and
by the Chief Financial Officer or 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 15.7, 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 15.7, if and to the extent required by the provisions
thereof.

       

      “Outstanding,”
when used in 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;
(b) Debentures or portions thereof for the payment or redemption of which
moneys 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 in
Article III provided, 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 to the extent set
forth in Section 10.4 hereof; 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
5.3.

       

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

       

      “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, stolen or mutilated Debenture
shall be deemed to evidence the same debt as the lost, destroyed, stolen or
mutilated Debenture.

       

       “Property
Trustee” has the meaning set forth in the Trust Agreement.

       

      “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 with direct responsibility for the
administration of this Indenture, including any vice president, any trust
officer, 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               ,
20__.

       

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

       


      
        
           


        

        
          5

           


        

        
           


        

      


      “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 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 Debentures or to other Debt which is pari
passu with, or subordinated to, the Debentures, provided, however, that Senior
Debt shall not be deemed to include (i) 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; (ii) any Debt of the Company owed to any of its subsidiaries;
(iii) Debt owed to any employee of the Company; (iv) 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 (v) Debt which constitutes
Subordinated Debt.

       

      “Senior
Indebtedness” shall have the meaning set forth in
Section 16.1.

       

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

       

      “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,
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 Senior Debt of the Company (other than the Debentures); provided, however,
that Subordinated Debt will not be deemed to include (i) 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, (ii) any Debt of the Company owed to any
of its subsidiaries, (iii) any Debt owed to any employee of the Company,
(iv) any 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, (v) Debt which
constitutes Senior Debt and (vi) 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
in the event the Company were a bank holding company.

       

      “Subsidiary”
means, with respect to any Person, (i) 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; (ii) any general partnership,
limited liability company, joint venture, trust or similar 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 (iii) 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 a law firm experienced in such matters, 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 Debentures under this Indenture, there is more than an insubstantial risk
that (i) the Trust is, or shall be within 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; (ii) interest payable by the
Company on the Debentures is not, or within 90 days after the date of
such

       


      
        
           


        

        
          6

           


        

        
           


        

      


      Opinion
of Counsel, shall not be, deductible by the Company, in whole or in part, for
United States federal income tax purposes; or (iii) the Trust is, or shall
be within 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.

       

      “Trust”
means Horizon  Capital Trust __, a Delaware statutory
trust.

       

      “Trust
Agreement” means the Amended and Restated Trust Agreement, dated as of
 _______, 20__, of the Trust.

       

      “Trustee”
means Wilmington Trust Company and, subject to the provisions of
Article IX, 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 11.1, 11.2, and 12.1, as in effect at the date of
execution of this instrument.

       

      “Trust
Securities” means the Common Securities and Capital 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.

       

      ARTICLE
II

      ISSUE,
DESCRIPTION, TERMS, CONDITIONS

       REGISTRATION
AND EXCHANGE OF THE DEBENTURES

       

      SECTION 2.1 
DESIGNATION AND PRINCIPAL AMOUNT.

       

      There is
hereby authorized Debentures designated the “____% Junior Subordinated
Debentures due 20__,” limited in aggregate principal amount to $_________, 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.

       

      
        	
                 
      

              	
                (a)

              	
                The
      Maturity Date shall be either:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      Scheduled Maturity Date; or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                if
      the Company elects to accelerate the Maturity Date to be a date prior to
      the Scheduled Maturity Date in accordance with Section 2.2(b), the
      Accelerated Maturity Date.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Company may at any time before the day which is 90 days before the
      Scheduled Maturity Date and after _________, 20__, elect to shorten the
      Maturity Date only once to the Accelerated Maturity Date provided that the
      Company has received prior regulatory approval if then required under
      applicable regulatory capital guidelines, policies or
      regulations.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                If
      the Company elects to accelerate the Maturity Date in accordance with
      Section 2.2(b), the Company shall give notice to the Trustee and the
      Trust (unless the Trust is not the holder of the Debentures, in which case
      the Trustee will give notice to the holders of the Debentures) of the
      acceleration of the Maturity Date and the Accelerated Maturity Date at
      least 30 days and no more than 180 days before the Accelerated Maturity
      Date; provided, however, that nothing provided 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                 ,
      20__, as the Company

              


      

       


      
        
           


        

        
          7

           


        

        
           


        

      


      
        	
                 
      

              	
                may
      so determine, or at any time upon the occurrence of a Special Event or
      pursuant to Section 3.3(b) in connection with the purchase of Capital
      Securities by the Company.

              


      

       

      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
Interest, if any) on such Debentures held by the Property Trustee shall be made
by wire transfer at such place and to such account as may be designated by the
Property Trustee.

       

      SECTION 2.4 
INTENTIONALLY LEFT BLANK.

       

      SECTION 2.5 
INTEREST.

       

      (a)           Each
Debenture shall bear interest at the rate of __% 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, payable (subject to the provisions of
Article IV) quarterly in arrears on March 31, June 30,
September 30 and December 31 of each year (each, an “Interest Payment
Date”), commencing on               ,
20__ 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 fifteenth day of the last month of the
calendar quarter.  Any interest payment not punctually paid or duly
provided for shall forthwith cease to be payable to the registered holder on
such regular record date and may be paid to the Person in whose name such
Debenture or any such Predecessor Debenture 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 and given to the registered holders of the
Debentures not less than 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 or quotation system.

       

      (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 a 360-day year and the actual number of days elapsed
during the relevant period. 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 interest (“Additional Interest”) 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.

       


      
        
           


        

        
          8

           


        

        
           


        

      


      SECTION 2.6 
EXECUTION AND AUTHENTICATIONS.

       

      (a)           The
Debentures shall be signed on behalf of the Company by its President or one of
its Vice Presidents or Chief Financial Officer or Treasurer, under its corporate
seal attested by its Secretary or one of its Assistant Secretaries. 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 President or Vice
President thereof, or of any Person who shall have been a Secretary or Assistant
Secretary 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 President or a Vice President, or the Secretary or an Assistant
Secretary, of the Company (and any such signature shall be binding on the
Company). The seal of the Company may be in the form of a facsimile of such seal
and may be impressed, affixed, imprinted or otherwise reproduced on the
Debentures. The Debentures may contain such notations, legends or endorsements
required by law, stock exchange rule or usage. Each Debenture shall be
dated the date of its authentication by the Trustee.

       

      (b)           A
Debenture shall not be valid until authenticated manually 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 President or any
Vice President and its Chief Financial Officer or the Treasurer or any Assistant
Treasurer, 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 9.1) 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 the office or agency of the
Company designated for such purpose, or at the office of the Debenture
Registrar, for other Debentures and for a like aggregate principal amount, 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 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, 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 Trustee 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

       


      
        
           


        

        
          9

           


        

        
           


        

      


      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.  The provisions of Article IX shall apply to the
Trustee in its role as Debenture Registrar.

       

      (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 11.4 not involving
any transfer.

       

      (d)           Neither
the Company nor the Trustee shall be required (i) to issue, exchange or
register the transfer of any Debentures during a period beginning at the opening
of business 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.

       

      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 upon the written order of the Company 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 written order 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 may authenticate any such substituted Debenture and deliver the same
upon the written request or authorization of the President or any Vice President
and the Chief Financial Officer or the Treasurer or any Assistant Treasurer of
the Company. Upon the issuance of any substituted Debenture, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith. 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,

       


      
        
           


        

        
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      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.

       

      (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.

       

      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. The Trustee shall 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, the holders of
the Capital Securities pursuant to Section 7.8 and the holders of the
Debentures (and, with respect to the provisions of Article XVI, the holders
of 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, the holders of the Capital Securities
pursuant to Section 7.8 and of the holders of the Debentures (and, with
respect to the provisions of Article XVI, the holders of Senior
Indebtedness).

       

      SECTION 2.12 
AUTHENTICATING 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. Such 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 the Company and shall be an entity that has a
combined capital and surplus, as most recently reported or determined by it,
sufficient under the 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 written 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 an
eligible successor Authenticating Agent acceptable to the Company. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall become
vested with all the rights, powers and duties of its predecessor hereunder as if
originally named as an Authenticating Agent pursuant hereto.

       


      
        
           


        

        
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      ARTICLE
III

       REDEMPTION
OF DEBENTURES

       

      SECTION 3.1 
REDEMPTION.

       

      Subject
to the Company having received prior regulatory approval, if then required under
the applicable regulatory capital guidelines, policies or regulations, 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 prior regulatory approval, if then required under
the applicable regulatory capital guidelines, policies or regulations, 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 30 days’ nor more than 60 days’ written notice
to the holders of the Debentures to redeem the Debentures, in whole or in part,
for cash within 180 days following the occurrence of such Special Event at a
redemption price (“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 shall be paid prior to
12:00 p.m. (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 COMPANY.

       

      (a)           The
Company shall have the right to redeem the Debentures, in whole or in part, from
time to time, on or after               , 20__, at a Redemption Price equal to
100% of the principal amount to be redeemed plus any accrued and unpaid interest
thereon to but excluding the date of such redemption. Any redemption pursuant to
this Section 3.3(a) shall be made upon not less than 30 days’ nor more
than 60 days’ written 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 prior to 12:00 p.m. (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
Trust Agreement) of any Capital Securities purchased and beneficially owned by
the Company, plus an additional principal amount of Debentures equal to the
Liquidation Amount (as defined in the Trust Agreement) of that number of Common
Securities that bears the same proportion to the total number of Common
Securities then outstanding as the number of Capital Securities to be redeemed
bears to the total number of Capital 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
Capital Securities and a proportionate amount of Common Securities, whereupon
the Property Trustee shall cancel the Capital Securities and Common Securities
so surrendered and a Like Amount (as defined in the Trust Agreement) 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 at least 45 days’
written notice from the Company, give notice of such redemption to holders of
the Debentures to be redeemed by mailing, first class postage prepaid, a notice
of such redemption not less than 30 days nor more than 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

       


      
        
           


        

        
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      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.  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 specified in such notice or at the
Corporate Trust Office of the Trustee, upon presentation and surrender of such
Debentures, that interest accrued to but excluding 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 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 45
days’ 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 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 Chairman, its President or any 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 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 2.5(a)).

       

      (b)           Upon
presentation of any Debenture that is to be redeemed in part only, the Company
shall execute and the Trustee shall, upon the written order of the Company,
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.

       


      
        
           


        

        
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      ARTICLE
IV

      EXTENSION
OF INTEREST PAYMENT PERIOD

       

      SECTION 4.1 
EXTENSION OF INTEREST PAYMENT PERIOD.

       

      The
Company shall have the right, at any time and from time to time during the term
of the Debentures so long as no Event of Default has occurred and is continuing,
to defer payments of interest by extending the interest payment period of such
Debentures for a period not exceeding 20 consecutive quarters (the “Extended
Interest Payment Period”), during which Extended Interest Payment Period no
interest shall be due and payable; provided that no Extended Interest Payment
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 4.1, shall bear interest thereon at
the Coupon Rate compounded quarterly for each quarter of the Extended Interest
Payment Period (“Compounded Interest”). At the end of the Extended Interest
Payment 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 Interest and Compounded Interest (together, “Deferred Interest”).
Before the termination of any Extended Interest Payment 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 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 Extended Interest Payment Period and upon the
payment of all Deferred Interest then due, the Company may commence a new
Extended Interest Payment Period, subject to the foregoing requirements. No
interest shall be due and payable during an Extended Interest Payment Period,
except at the end thereof.

       

      SECTION 4.2 
NOTICE OF EXTENSION.

       

      (a)           If
the Property Trustee is the only registered holder of the Debentures at the time
the Company selects an Extended Interest Payment Period, the Company shall give
written notice to the Administrative Trustees, the Property Trustee and the
Trustee of its selection of such Extended Interest Payment Period two Business
Days before the regular record date (as such term is used in
Section 2.5(a)) immediately preceding the Interest Payment Date with
respect to which interest on the Debentures would have been payable except for
the election to begin or extend such Extended Interest Payment
Period.

       

      (b)           If
the Property Trustee is not the only holder of the Debentures at the time the
Company selects an Extended Interest Payment Period, the Company shall give the
holders of the Debentures and the Trustee written notice of its selection of
such Extended Interest Payment Period at least two Business Days before the
regular record date (as such term is used in Section 2.5(a)) immediately
preceding the Interest Payment Date with respect to which interest on the
Debentures would have been payable except for the election to begin or extend
such Extended Interest Payment Period.

       

      ARTICLE
V

      PARTICULAR
COVENANTS OF THE COMPANY

       

      SECTION 5.1 
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 5.2 
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 Bellingham, Washington and
at such other location or locations as may be

       


      
        
           


        

        
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      designated
as provided in this Section 5.2, where (i) Debentures may be presented
for payment; (ii) Debentures may be presented as hereinabove authorized for
registration of transfer and exchange; and (iii) 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 or a 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 Bellingham, Washington
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
Bellingham, Washington for the purposes above mentioned. The Company shall give
the Trustee prompt written notice of any such designation or rescission
thereof.

       

      SECTION 5.3 
PAYING AGENTS.

       

      (a)           The
Trustee shall be the initial Paying Agent. If the Company shall appoint one or
more paying agents (“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 5.3:

       

      (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 5.3 to the contrary, (i) the agreement to
hold sums in trust as provided in this Section 5.3 is subject to the
provisions of Section 13.3, 13.4, and 13.5; 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 5.4 
APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE.

       

      The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
shall appoint, in the manner provided in Section 9.11, a Trustee, so that
there shall at all times be a Trustee hereunder.

       

      SECTION 5.5 
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 the provisions of
Article XII hereof are complied with.

       

      SECTION 5.6 
LIMITATION ON TRANSACTIONS.

       

      If (i)
there shall have occurred and be continuing an Event of Default, (ii) the
Company shall be in default with respect to its payment of any obligations under
the Capital Securities Guarantee or (iii) the Company shall have given notice of
its election to defer payments of interest on the Debentures by extending the
interest payment period as provided herein and such period, or any extension
thereof, shall have commenced and be continuing, then the Company may not (A)
declare or pay any dividends or distributions on, or redeem, purchase, acquire,
or make a liquidation payment with respect to, any of the Company’s capital
stock, (B) make any payment of principal of or premium, if any, or interest on
or repay, repurchase or redeem any debt securities of the Company that rank
pari passu in all
respects with or junior in interest to the Debentures or (C) make any payment
under any guarantees of the Company that rank pari passu in all respects
with or junior in interest to the Capital Securities Guarantee (other than (a)
repurchases, redemptions or other acquisitions of shares of capital stock of the
Company (I) in connection with any employment contract, benefit plan or other
similar arrangement with or for the benefit of one or more employees, officers,
directors or consultants, (II) in connection with a dividend reinvestment or
stockholder stock purchase plan or (III) in connection with the issuance of
capital stock of the Company (or securities convertible into or exercisable for
such capital stock) as consideration in an acquisition transaction entered into
prior to the occurrence of (i), (ii) or (iii) above, (b) as a result of any
exchange or conversion of any class or series of the Company’s capital stock (or
any capital stock of a subsidiary of the Company) for any class or series of the
Company’s capital stock or of any class or series of the Company’s indebtedness
for any class or series of the Company’s capital stock, (c) the purchase of
fractional interests in shares of the Company’s 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
stockholder’s rights plan, or the issuance of rights, stock or other property
under any stockholder’s rights plan, or the redemption or repurchase of rights
pursuant thereto or (e) 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 in
interest to such stock).

       

      SECTION 5.7 
COVENANTS AS TO THE TRUST.

       

      For so
long as such Trust Securities of the Trust remain outstanding, the Company shall
(i) 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;
(ii) not voluntarily terminate, wind up or liquidate the Trust, except upon
prior regulatory approval if then so required under applicable regulatory
capital guidelines, policies or regulations and use its reasonable efforts to
cause the Trust (a) 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 Trust Agreement and (b) to otherwise continue not to be treated as an
association taxable as a corporation or partnership for United States federal
income tax purposes; (iii) use its reasonable efforts to cause each holder
of Trust Securities to be treated as owning an individual beneficial interest in
the Debentures; and (iv) the Company, and any successor to the Company,
shall use commercially reasonable efforts to maintain the eligibility of the
Capital Securities for quotation or listing on any  national
securities exchange, organization or automated quotation system on which the
Capital Securities are then quoted or listed, and shall use commercially
reasonable efforts to keep the Capital Securities so quoted or listed for so
long as the Capital Securities remain outstanding. In connection with a
distribution of the Debentures to the holders of the Capital Securities issued
by the Trust upon the dissolution of the Trust, the Company shall use
its

       


      
        
           


        

        
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      commercially
reasonable efforts to list such Debentures on such exchange, or quote on such
automated quotation system, as the Capital Securities are then listed or
quoted.

       

      SECTION 5.8 
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 or
pursuant to Section 3.3(b) in connection with the purchase of Capital
Securities by the Company, the Company shall not purchase any Debentures, in
whole or in part, from the Trust prior to ______, 20__.

       

      SECTION 5.9 
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 execution of every such power as though no such law had been
enacted.

       

      ARTICLE
VI

      DEBENTUREHOLDERS’
LISTS AND REPORTS

      BY THE
COMPANY AND THE TRUSTEE

       

      SECTION 6.1 
COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF 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)) 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 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished; provided, however, that, in either case, no such list
need be furnished if the Trustee shall be the Debenture Registrar.

       

      SECTION 6.2 
PRESERVATION OF INFORMATION COMMUNICATIONS WITH 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 6.1 and as
to the names and addresses of holders of Debentures received by the Trustee in
its capacity as Debenture Registrar (if acting in such capacity).

       

      (b)           The
Trustee may destroy any list furnished to it as provided in Section 6.1
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.

       

      SECTION 6.3 
REPORTS BY THE COMPANY.

       

      (a)           The
Company covenants and agrees to file with the Trustee, within 15 days after the
Company is required to file 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 may be required to file
with the Commission pursuant to Section 13 or Section 15(d) of
the Exchange Act; or, if the Company is not required to file information,
documents

       


      
        
           


        

        
          17

           


        

        
           


        

      


      or
reports pursuant to either of such sections, then to file with the Trustee and
the Commission, in accordance with the rules and regulations prescribed
from time to time by the Commission, such of the supplementary and periodic
information, documents and reports that may be required pursuant to
Section 13 of the Exchange Act in respect of a security listed and
registered on a national securities exchange as may be prescribed from time to
time in such rules and regulations.

       

      (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 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 6.3
as may be required by rules and regulations prescribed from time to time by
the Commission.

       

      SECTION 6.4 
REPORTS BY THE TRUSTEE.

       

      (a)           On
or before July 15 of each year in which any of the Debentures are
Outstanding, the Trustee shall transmit by mail, first class postage prepaid, to
the Debentureholders, as their names and addresses appear upon the Debenture
Register, a brief report dated as of the preceding May 15, if and to the
extent required under Section 313(a) of the Trust Indenture
Act.

       

      (b)           The
Trustee shall comply with Section 313(b) and 313(c) of the Trust
Indenture Act.

       

      (c)           A
copy of each such report shall, at the time of such transmission to
Debentureholders, be filed by the Trustee with the Company, with each stock
exchange upon which any Debentures are listed (if so listed) and also with the
Commission. The Company agrees to notify the Trustee when any Debentures become
listed on any stock exchange.

       

      ARTICLE
VII

      REMEDIES
OF THE TRUSTEE AND DEBENTUREHOLDERS ON EVENT OF DEFAULT

       

      SECTION 7.1 
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 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;

       

      (iii)           the
Company fails to observe or perform any other of its covenants or agreements
with respect to the Debentures for a period of 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

       


      
        
           


        

        
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      certified
mail or other commercially reasonable method, or to the Company and the Trustee
by the holders of at least 25% in principal amount of the Debentures at the time
Outstanding;

       

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

       

      (v)           a
court of competent jurisdiction enters an order under any Bankruptcy Law that
(i) is for relief against the Company in an involuntary case;
(ii) appoints a Custodian of the Company for all or substantially all of
its property; or (iii) orders the liquidation of the Company, and the order or
decree remains unstayed and in effect for 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 (i) the
distribution of Debentures to holders of Trust Securities in liquidation of
their interests in the Trust; (ii) the redemption of all of the outstanding
Trust Securities of the Trust; or (iii) certain mergers, consolidations or
amalgamations, each as permitted by the Trust Agreement.

       

      (b)           If
an Event of Default specified in paragraph (i) above with respect to the
Company shall occur and be continuing, unless the principal amount of all the
Debentures shall have already become due and payable, either the Trustee or the
holders of not less than 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)           If
an Event of Default specified in paragraph (iv), (v) or (vi) of
Section 7.1(a) above with respect to the Company occurs and is continuing,
then the principal of all the Debentures shall  ipso
facto  become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any holder,
notwithstanding anything contained in this Indenture or in the
Debentures.

       

      (d)           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 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: (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 9.7; 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 7.6. No such rescission and
annulment shall extend to or shall affect any subsequent default or impair any
right consequent thereon.

       

      (e)           In
case 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 7.2 
COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

       

      (a)           The
Company covenants that (1) 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 30 days (other than by 

       

       

      
        
           

        

        
          19

          
          

        

        
           

        

      

       

       

      reason of
a valid extension of an interest payment period by the Company in accordance
with the terms of this Indenture); or (2) 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 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 to 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 9.7.

       

      (b)           If
the Company shall fail to pay such amounts set forth in
Section 7.2(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.

       

      (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 9.7; 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 first pay to the Trustee any amount due it under
Section 9.7.

       

      (d)           All
rights of action and 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 9.7, 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 7.3 
APPLICATION OF MONEYS COLLECTED.

       

      Any
moneys or other assets collected or to be applied by the Trustee pursuant to
this Article VII 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:

       

       

      
        
           

        

        
          20

          
          

        

        
           

        

      

       

       

       

      FIRST: To
the payment of costs and expenses of collection and of all other amounts payable
to the Trustee under Section 9.7;

       

      SECOND:
To the payment of all Senior Indebtedness, if and to the extent required by
Article XVI; and

       

      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 7.4 
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 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; (iv) the Trustee for 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
(v) during such 60 day period, the holders of 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 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 Debentures. For the protection and enforcement of the provisions
of this Section 7.4, each and every Debentureholder and the Trustee shall
be entitled to such relief as can be given either at law or in
equity.

       

      SECTION 7.5 
RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER.

       

      (a)           Except
as otherwise provided in Section 2.9(b), all powers and remedies given by
this Article VII to the Trustee or to the Debentureholders shall, to the
extent 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 on acquiescence therein; and,
subject to the provisions of Section 7.4, every power and remedy given by
this Article VII or by law to the Trustee or the 

       

       

      
        
           

        

        
          21

          
          

        

        
           

        

      

       

       

       

      Debentureholders
may be exercised from time to time, and as often as shall be deemed expedient,
by the Trustee or by the Debentureholders.

       

      SECTION 7.6 
CONTROL BY DEBENTUREHOLDERS.

       

      The
holders of a majority in aggregate principal amount of the Debentures at the
time Outstanding, determined in accordance with Section 10.4, 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 9.1, the Trustee shall have the right to decline to follow any such
direction if the Trustee in good faith shall, by a Responsible Officer or
Officers of the Trustee, determine that the proceeding so directed would involve
the Trustee in personal liability. The holders of a majority in aggregate
principal amount of the Debentures at the time Outstanding affected thereby,
determined in accordance with Section 10.4, may on behalf of the holders of
all of the Debentures waive any past default in the performance of any of the
covenants contained herein and its consequences, 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 has been deposited with the
Trustee (in accordance with Section 7.1(d)); (ii) a default in the
covenants contained in Section 5.7; 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 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.

       

      SECTION 7.7 
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 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 and
expenses, 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 7.7 shall not apply to any suit instituted
by the Trustee, to any suit instituted by any Debentureholder, or group of
Debentureholders holding more than 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 7.8 
DIRECT ACTION; RIGHT OF SET-OFF.

       

      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 Capital Securities may institute 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 Capital Securities of such
holders (a “Direct Action”). In connection with such Direct Action, the Company
will have a right of set-off under this Indenture to the extent of any payment
actually made by the Company to such holder of the Capital Securities with
respect to such Direct Action.

       

       

      
        
           

        

        
          22

          
          

        

        
           

        

      

       

       

      ARTICLE
VIII

      FORM OF
DEBENTURE AND ORIGINAL ISSUE SECTION

       

      SECTION 8.1 
FORM OF DEBENTURE.

       

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

       

      SECTION 8.2 
ORIGINAL ISSUE OF DEBENTURES.

       

      Debentures
in the aggregate principal amount of $_______ may, upon execution of this
Indenture, be executed by the Company and delivered to the Trustee for
authentication. If the Underwriters exercise their Option and there is an Option
Closing Date (as such terms are defined in the Underwriting Agreement, dated
_______, 20__, by and among the Company, the Trust, and ________, as
Representative of the several Underwriters named therein) then, on such Option
Closing Date, Debentures in the additional aggregate principal amount of up to
$_______ may 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 President
or any Vice President and its Chief Financial Officer or the Treasurer or an
Assistant Treasurer, without any further action by the Company.

       

      ARTICLE
IX

      CONCERNING
THE TRUSTEE

       

      SECTION 9.1 
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 duties, obligations or 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, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

       

      (b)           No
provision of this Indenture shall be construed to relieve the Trustee from
liability with respect to matters that are within the authority of the Trustee
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:

       

      (1)           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

       

      (2)           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 on their face to the requirements
of this Indenture;

       

       

      
        
           

        

        
          23

          
          

        

        
           

        

      

       

       

      (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 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. Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this
Section 9.1. 

       

      (c)           The
Trustee shall not, and shall not be deemed to, owe any fiduciary duty to the
holders of any of the Trust Securities issued by the Trust and shall not be
liable to any such holder (other than for the willful misconduct or negligence
of the Trustee) if the Trustee in good faith (i) pays over or distributes
to a registered holder of the Debentures or to the Company or to any other
Person, cash, property or securities to which such holders of such Trust
Securities shall be entitled or (ii) takes any action or omits to take any
action at the request of the holder of such Debenture. Nothing in this paragraph
shall affect the obligation of any other such Person to hold such payment for
the benefit of, and to pay such amount over to, such holders of Capital
Securities or Common Securities or their representatives.

       

      SECTION 9.2 
NOTICE OF DEFAULTS.

       

      Within 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 Interest) on any Debenture, the Trustee shall be fully 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 7.1(a)(iii),
no such notice to holders of Debentures need be sent until at least 30 days
after the occurrence thereof. For the purposes of this Section 9.2, the
term “default” means any event which is, or after notice or lapse of time or
both, would become, an Event of Default with respect to the
Debentures.

       

      SECTION 9.3 
CERTAIN RIGHTS OF TRUSTEE.

       

      Except as
otherwise provided in Section 9.1:

       

      (a)           The
Trustee may conclusively rely and shall be fully protected in acting or
refraining from acting in good faith and in accordance with the terms hereof
upon any 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 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);

       

       

      
        
           

        

        
          24

          
          

        

        
           

        

      

       

       

      (c)           The
Trustee shall not be deemed to have knowledge of a default or an Event of
Default, other than an Event of Default specified in Section 7.1(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 25% of the aggregate principal amount
of the Debentures at the time Outstanding;

       

      (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 or holders of the Capital Securities, pursuant to the
provisions of this Indenture, unless such Debentureholders (or holders of the
Capital Securities) shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses (including attorneys fees and expenses)
and liabilities that may be incurred therein or thereby, including reasonable
advances as may be requested by the Trustee; nothing contained herein shall,
however, relieve the Trustee of the obligation, upon the occurrence of an Event
of Default (that 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 person would
exercise or use under the circumstances in the conduct of his or her 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 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 10.4); 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.

       

      (h)           The
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents, custodians, nominees or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent, custodian, nominee or attorney appointed
with due care by it hereunder.

       

      (i)           Without
prejudice to any other rights available to the Trustee under applicable law,
when the Trustee incurs expenses or renders services in connection with any
bankruptcy, insolvency or other proceeding referred to in the definition of
Event of Default, such expenses (including legal fees and expenses of its agents
and counsel) and the compensation for such services are intended to constitute
expenses of administration under any bankruptcy laws or law relating to
creditors rights generally.

       

      (j)           In
the event that the Trustee is also acting as Paying Agent, Authenticating Agent
or Debenture Registrar hereunder, the rights and protections afforded to
the Trustee pursuant to this Article IX shall also be afforded such Paying
Agent, authenticating agent, or Debenture Registrar.

       

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


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

       

       

      
        
           

        

        
          25

          
          

        

        
           

        

      

       

       

      SECTION 9.4 
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 9.5 
MAY HOLD DEBENTURES.

       

      The
Trustee or any Paying Agent, Authenticating Agent or Debenture Registrar for the
Debentures, in its individual or any other capacity, may become the owner or
pledgee of Debentures and may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Paying Agent, Authenticating Agent
or Debenture Registrar.

       

      SECTION 9.6 
MONEYS HELD IN TRUST.

       

      Subject
to the provisions of Section 13.5, 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 9.7 
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 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 agents and of all Persons
not regularly in its employ) except any such expense, disbursement or advance as
may arise from its negligence, bad faith or willful misconduct. The Company also
covenants to indemnify the Trustee (and its officers, agents, shareholders,
managers, directors and employees) for, and to hold it harmless against, any
loss, damage, claim, liability or expense incurred without negligence, bad faith
or willful misconduct on the part of the Trustee and arising out of or in
connection with the acceptance or administration of this trust or the
performance of the Trustee’s duties hereunder, 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 9.7 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. Such lien shall survive the satisfaction and discharge of this
Indenture or the resignation and removal of the Trustee.


      (c)           The
obligations of the Company under this Section 9.7 shall survive the
satisfaction and discharge of this Indenture and the earlier resignation or
removal of the Trustee.

       

       

      
        
           

        

        
          26

          
          

        

        
           

        

      

       

       

       

      (d)           In
no event shall the Trustee be liable for any failure or delay in the performance
of its obligations hereunder because of circumstances beyond its control,
including, but not limited to, acts of God, flood, war (whether declared or
undeclared), terrorism, fire, riot, embargo, government action, including any
laws, ordinances, regulations, governmental action or the like which delay,
restrict or prohibit the providing of the services contemplated by this
Indenture.

       

      SECTION 9.8 
RELIANCE ON OFFICERS’ CERTIFICATE.

       

      Except as
otherwise provided in Section 9.1, 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 be 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 9.9 
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 9.10 
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 banking 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 a corporation
or other Person permitted to act as trustee by the Commission, authorized under
such laws to exercise trust powers, having (or having a parent that has) a
combined capital and surplus of at least $50,000,000, and subject to supervision
or examination by federal, state, territorial, or District of Columbia
authority. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section 9.10, the combined capital
and surplus of such corporation 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 9.10, the Trustee shall resign immediately in
the manner and with the effect specified in Section 9.11.

       

      SECTION 9.11 
RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

       

      (a)           The
Trustee or any successor hereafter appointed, may at any time resign with
respect to the Debentures 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 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 months may, subject to the provisions
of Sections 9.9 and 9.10, 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

       

       

      
        
           

        

        
          27

          
          

        

        
           

        

      

       

       

       

      (i)           the
Trustee shall fail to comply with the provisions of Section 9.9 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 9.10 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, 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 Sections 9.9 and 9.10, unless the Trustee’s duty to resign is
stayed as provided herein, the Trustee or 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 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 9.11 shall become effective upon acceptance of appointment by the
successor trustee as provided in Section 9.12.

       

      (e)           Any
successor trustee appointed pursuant to this Section 9.11 may be appointed
with respect to the Debentures, and at any time there shall be only one Trustee
with respect to the Debentures.

       

      SECTION 9.12 
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 9.12.

       

      (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.


      (d)           Upon
acceptance of appointment by a successor trustee as provided in this
Section 9.12, 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 

       

       

      
        
           

        

        
          28

          
          

        

        
           

        

      

       

       

      transmit
such notice within ten 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 9.13 
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 9.9 and eligible under the provisions of
Section 9.10, 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.

       

      SECTION 9.14 
PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.

       

      The
Trustee shall comply with Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship described in Section 311(b) of the
Trust Indenture Act. A Trustee who has resigned or been removed shall be subject
to Section 311(a) of the Trust Indenture Act to the extent
included therein.

       

      ARTICLE
X

      CONCERNING
THE DEBENTUREHOLDERS

       

      SECTION 10.1 
EVIDENCE OF ACTION BY HOLDERS.

       

      (a)           Whenever
in this Indenture it is provided that the holders of 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
months after the record date.

       

      SECTION 10.2 
PROOF OF EXECUTION BY 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.

       

       

      
        
           

        

        
          29

          
          

        

        
           

        

      

       

       

      (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 10.2 as it shall deem necessary.

       

      SECTION 10.3 
WHO MAY BE DEEMED OWNERS.

       

      Prior to
the due presentment for registration of transfer of any Debenture, the Company,
the Trustee, any Paying Agent, 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 Debenture
Registrar shall be affected by any notice to the contrary.

       

      SECTION 10.4 
CERTAIN DEBENTURES OWNED BY COMPANY DISREGARDED.

       

      In
determining whether the holders of the requisite aggregate principal amount of
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 an Affiliate of 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 (i) that for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, consent
or waiver, only Debentures that the Trustee actually knows are so owned shall be
so disregarded; and (ii) for purposes of this Section 10.4, 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 10.4, 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.

       

      SECTION 10.5 
ACTIONS BINDING ON FUTURE DEBENTUREHOLDERS.

       

      At any
time prior to (but not after) the evidencing to the Trustee, as provided in
Section 10.1, of the taking of any action by the holders of the majority or
other 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 10.2, 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 other
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
XI

      SUPPLEMENTAL
INDENTURES

       

      SECTION 11.1 
SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF 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:

       

       

      
        
           

        

        
          30

          
          

        

        
           

        

      

       

       

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

       

      (b)           to
evidence the succession of another corporation to the Company, or successive
successions, and the assumption by the successor corporation to the Company’s
covenants, agreements and obligations, pursuant to
Article XII;

       

      (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, only as herein set forth;

       

      (f)           to
make any change (other than as elsewhere provided in this Section) 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; or

       

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

       

      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 11.1 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 11.2.

       

      SECTION 11.2 
SUPPLEMENTAL INDENTURES WITH CONSENT OF DEBENTUREHOLDERS.

       

      With the
consent (evidenced as provided in Section 10.1) 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 11.1 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, (i) extend the fixed maturity of any Debentures, reduce the
principal amount thereof, or reduce the rate or extend the time of payment of
interest thereon; or (ii) 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 a majority in liquidation preference of Trust Securities of the Trust shall
have consented to such supplemental indenture; provided further, that 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 11.2 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall approve
the substance thereof.


      SECTION 11.3 
EFFECT OF SUPPLEMENTAL INDENTURES.

       

      Upon the
execution of any supplemental indenture pursuant to the provisions of this
Article XI, this Indenture shall be and be deemed to be modified and
amended in accordance therewith and the respective rights, 

       

       

      
        
           

        

        
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      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 11.4 
DEBENTURES AFFECTED BY SUPPLEMENTAL INDENTURES.

       

      Debentures
affected by a supplemental indenture, authenticated and delivered after the
execution of such supplemental indenture pursuant to the provisions of this
Article XI, may bear a notation in form approved by the Company, provided
such form meets the requirements of any exchange or automated quotation system
upon which the Debentures may be listed or quoted, 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 11.5 
EXECUTION OF SUPPLEMENTAL INDENTURES.

       

      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 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
Sections 9.1, may receive an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article XI is authorized
or permitted by, and conforms to, the terms of this Article XI and that it
is proper for the Trustee under the provisions of this Article XI to join
in the execution thereof.

       

      Promptly
after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of this Section 11.5, 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
XII

      SUCCESSOR
CORPORATION

       

      SECTION 12.1 
COMPANY MAY CONSOLIDATE, ETC.

       

      Nothing
contained in this Indenture or in any of the Debentures shall prevent any
consolidation or merger of the Company with or into any other corporation or
corporations (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 other corporation (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, the Company
hereby covenants and agrees that, (i) upon any such consolidation, merger
(where the Company is not the surviving entity), 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
entity
formed by such consolidation, or into which the Company, as the case may be,
shall have been merged, or by the entity which shall have acquired such
property; (ii) 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
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      (iii) immediately
after giving effect thereto, no 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 12.2 
SUCCESSOR CORPORATION SUBSTITUTED.

       

      (a)           In
case of any such consolidation, merger, sale, conveyance, transfer or other
disposition and upon the assumption by the successor entity, by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to the
Trustee, of 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 entity 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 entity 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.

       

      


       

      SECTION 12.3 
EVIDENCE OF CONSOLIDATION, ETC. TO TRUSTEE.

       

      The
Trustee, subject to the provisions of Section 9.1, 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 XII.

       

      ARTICLE
XIII

      SATISFACTION
AND DISCHARGE

       

      SECTION 13.1 
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 13.5); 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 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 this Indenture shall
thereupon cease to be of further effect except for the provisions of Sections
2.3, 2.7, 2.9, 5.1, 5.2, 5.3, 9.7 and 9.10, that shall survive until the date of
maturity or redemption date, as the case may be, and Sections 9.7 and 13.5, 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 13.2 
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 13.1 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 

       

       

      
        
           

        

        
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      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, 5.1, 5.2,
5.3, 9.6, 9.7 and 13.5 hereof that shall survive until such Debentures shall
mature and be paid. Thereafter, Sections 9.7 and 13.5 shall
survive.

       

      SECTION 13.3 
DEPOSITED MONEYS TO BE HELD IN TRUST.

       

      All
monies or Governmental Obligations deposited with the Trustee pursuant to
Sections 13.1 or 13.2 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.

       

      SECTION 13.4 
PAYMENT OF MONIES 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 13.5
 REPAYMENT TO COMPANY.

       

      Any
monies 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
September 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
XIV

      IMMUNITY
OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

       

      SECTION 14.1 
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, of, 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
XV

      MISCELLANEOUS
PROVISIONS

       

      SECTION 15.1 
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 15.2 
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 15.3 
SURRENDER OF 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 15.4 
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: Horizon Financial Corp., 34 Broad Street, Bellingham, Washington 29401,
Attention: _______. 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 15.5 
GOVERNING LAW.

       

      This
Indenture and each Debenture shall be deemed to be a contract made under the
internal laws of the State of New York and for all purposes shall be construed
in accordance with the laws of said State.

       

      SECTION 15.6 
TREATMENT OF 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.

       

      SECTION 15.7 
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.

       

      (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 (1) a statement that the Person making such
certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such 

       

       

      
        
           

        

        
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      certificate
or opinion are based; (3) a statement that, in the opinion of such Person,
he has made such examination or investigation as, in the opinion of such Person,
is necessary to enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with; and (4) a statement as
to whether or not, in the opinion of 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 15.8 
PAYMENTS ON BUSINESS DAYS.

       

      In any
case where the date of maturity of interest or principal of any Debenture or the
date of redemption of any Debenture shall not be a Business Day, then payment of
interest or principal may 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, 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.

       

      SECTION 15.9 
CONFLICT WITH TRUST INDENTURE ACT.

       

      If and to
the extent that any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by Sections 310 to 317, inclusive, of the Trust
Indenture Act, such imposed duties shall control.

       

      SECTION 15.10 
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 15.11 
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 15.12 
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 15.13 
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 Capital 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, if an
Event of
Default has occurred and is continuing and such event is attributable to the
failure of the Company to pay interest or principal on the Debentures on the
date such interest or principal is otherwise payable (or in the case of
redemption, on the redemption date), the Company acknowledges that a holder of
Capital 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 Capital
Securities of such holder on or after the respective due date specified in the
Debentures.

       

       

      
        
           

        

        
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      (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 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.

       

      ARTICLE
XVI

      SUBORDINATION
OF DEBENTURES

       

      SECTION 16.1 
AGREEMENT TO SUBORDINATE.

       

      The
Company covenants and agrees, and each holder of Debentures issued hereunder by
such holder’s acceptance thereof likewise covenants and agrees, that all
Debentures shall be issued subject to the provisions of this Article XVI;
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 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 (collectively,
“Senior Indebtedness”) to the extent provided herein, whether outstanding at the
date of this Indenture or thereafter incurred. No provision of this
Article XVI shall prevent the occurrence of any default or Event of Default
hereunder.

       

      SECTION 16.2 
DEFAULT ON SENIOR DEBT, SUBORDINATED DEBT OR ADDITIONAL SENIOR
OBLIGATIONS.

       

      In the
event and during the continuation of any default by the Company in the payment
of principal, premium, interest or any other payment due on any Senior
Indebtedness of the Company, or in the event that the maturity of any Senior
Indebtedness of the Company has been accelerated because of a default, then, in
either 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 16.2, 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 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 Senior
Indebtedness.

       

      SECTION 16.3 
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 of the Company
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 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 XVI, 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 of the Company (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 

       

       

      
        
           

        

        
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      of such
Senior Indebtedness, before any payment or distribution is made to the holders
of 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 of the Company 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,
and their respective interests may appear, as calculated by the Company, for
application to the payment of all Senior Indebtedness of the Company, 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 XVI, 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 XVI with
respect to the Debentures to the payment of all Senior Indebtedness of the
Company, 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 XII shall
not be deemed a dissolution, winding-up, liquidation or reorganization for the
purposes of this Section 16.3 if such other corporation shall, as a part of
such consolidation, merger, conveyance or transfer, comply with the conditions
stated in Article XII. Nothing in Section 16.2 or in this
Section 16.3 shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 9.7.

       

      SECTION 16.4 
SUBROGATION.

       

      (a)           Subject
to the payment in full of all Senior Indebtedness of the Company, 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 XVI, and no payment over
pursuant to the provisions of this Article XVI 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 XVI 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 XVI 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 of the Company), 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 of the Company, 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 XVI 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.

       

       

      
        
           

        

        
          38

          
          

        

        
           

        

      

       

       

      (c)           Upon
any payment or distribution of assets of the Company referred to in this
Article XVI, the Trustee, subject to the provisions of Section 9.1,
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 XVI.

       

      SECTION 16.5 
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 XVI
and appoints the Trustee such holder’s attorney-in-fact for any and all such
purposes.

       

      SECTION 16.6 
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 monies to or by the Trustee in respect of the Debentures pursuant to the
provisions of this Article XVI. Notwithstanding the provisions of this
Article XVI 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 monies to or by the Trustee in respect of the
Debentures pursuant to the provisions of this Article XVI, 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 9.1, 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 16.6 at least two 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 Business Days prior to
such date.

       

      (b)           The
Trustee, subject to the provisions of Section 9.1, shall be entitled to
conclusively rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness of the Company (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 XVI, 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 XVI, 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 16.7 
RIGHTS OF THE TRUSTEE HOLDERS OF SENIOR INDEBTEDNESS.

       

      (a)           The
Trustee in its individual capacity shall be entitled to all the rights set forth
in this Article XVI 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 9.7 shall not be subject to the subordination
provisions of the Article XVI.

       

      (b)           With
respect to the holders of Senior Indebtedness of the Company, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article XVI, and 

       

       

      
        
           

        

        
          39

          
          

        

        
           

        

      

       

       

      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 9.1, 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 XVI or otherwise.

       

      SECTION 16.8 
SUBORDINATION MAY NOT BE IMPAIRED.

       

      (a)           No
right of any present or future holder of any Senior Indebtedness of the Company
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 of the Company 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 XVI 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.

       

      [SIGNATURE PAGE TO
FOLLOW]


      
        
           


        

        
          40

           


        

        
           


        

      


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

       

       

       

      
        	 
      	
                HORIZON FINANCIAL
      CORP.

              
	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              
	 
      	 
      	 
      	 
      


      

      


      


      
        	 
      	
                WILMINGTON TRUST COMPANY, AS
      TRUSTEE

              
	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              
	
                STATE OF

              	
                )

              
	 
      	
                ) ss:

              
	
                COUNTY OF

              	
                )

              
	 
      	 
      	 
      	 
      	 
      


      

      


      On the
          
day of                   ,
20__, before me personally came                             
to me known, who, being by me duly sworn, did depose and say that he is the
                          
of Horizon Financial Corp., one of the corporations described in and which
executed the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to the said instrument is such corporation
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.

       

      
        	 
      	 
      
	 
      	
                Notary
    Public,

              
	 
      	 
      
	 
      	 
      
	 
      	
                My Commission
      expires:

              


      

      [seal]

      


      



      
        
           


        

        
           


           


        

        
           


        

      


      EXHIBIT A

       

      (FORM OF FACE OF
DEBENTURE)

       

      HORIZON FINANCIAL
CORP.

       

              % JUNIOR SUBORDINATED
DEBENTURE

       

      DUE                     , 20__

       

      
        	
                No.

              	 
      	
                $

              


      

       

      CUSIP
NO.             

       

      Horizon
Financial Corp., a Washingtoncorporation (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, or registered assigns, the principal sum of                                       
Dollars ($                  )
on                 ,
20__ (the “Stated Maturity”), and to pay interest on said principal sum from
                  ,
20__, 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 31, June
30, September 30 and December 31 of each year
commencing  ____________, 20__, at the rate of           %
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 for any full interest period shall be computed on the basis of a 360-day
year of twelve 30-day months.  The amount of interest payable for any
partial interest period shall be computed on the basis of a 360-day year and the
actual number of days elapsed during the relevant period. 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, 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. 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 15th day of
the last month of the calendar quarter.  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 and given to the registered
holders of the Debentures not less than 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 or quotation system.  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.

       

      The
Stated Maturity may be shortened at any time by the Company to any date not
earlier than
                  ,
20__, subject to the Company having received prior regulatory approval if then
required under applicable capital guidelines, policies or
regulations.

       


      
        
           


        

        
           


           


        

        
           


        

      


      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 Debt, Subordinated Debt and Additional Senior Obligations,
and 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 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:
                
20__.

       

      
        	 
      	
                HORIZON

                FINANCIAL
    CORP.

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              


      

      


      Attest:

      


      


      
        	
                By:

              	 
      	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:

              	 
      


      

      



      
        
           


        

        
           


           


        

        
           


        

      


      [FORM OF CERTIFICATE OF
AUTHENTICATION]

      


      CERTIFICATE OF
AUTHENTICATION

      


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

      


      Dated:
                ,
20__.

      


      WILMINGTON TRUST
COMPANY,

      AS TRUSTEE

      


      


      
        	
                By

              	 
      	 
      
	
                                     Authorized
      Signatory

              	 
      


      

      


      



      
        
           


        

        
           


           


        

        
           


        

      


      [FORM OF REVERSE OF
DEBENTURE]

      


           ____%
JUNIOR SUBORDINATED DEBENTURE DUE 20__

      (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  _________, 20__ (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.

       

      Upon the
occurrence and during the continuance of a Special Event (as defined in the
Indenture), the Company shall have the right to redeem this Debenture, at its
option, in whole or in part with other Debentures, at any time within 180 days
following the occurrence of such Special Event, at a redemption price
(“Redemption Price”) equal to 100% of the principal amount to be redeemed plus
accrued but unpaid interest thereon to (but excluding) the date of
redemption.  The Company shall also have right to redeem this
Debenture, at its option, in whole or in part with other Debentures, on or after
_____, 20__, at a Redemption Price equal to 100% of the principal amount to be
redeemed plus accrued but unpaid interest thereon to (but excluding) the date of
redemption. The Redemption Price shall be paid prior to 10:00 A.M., New
York time on the date of such redemption or at such earlier time as the Company
determines.  Any redemption pursuant to this paragraph shall be made,
subject to the Company having received prior regulatory approval, if then
required under applicable regulatory capital guidelines, policies or
regulations, upon not less than 30 days’ nor more than 60 days’ written notice.
If the Debentures are only partially redeemed by the Company, 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 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) under Section 7.1(a)(i), (iv),
(v) or (vi) shall have occurred and be continuing, the principal of all of the
Debentures may be declared (in the case of Section 7.1(a)(i)), or shall ipso facto become (in
the case of Section 7.1(a)(iv), (v) or (vi)), 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 (i) extend the fixed maturity of the Debentures except as
provided in the Indenture, or 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; or (ii) reduce the aforesaid
percentage of Debentures, the holders of which are required to consent to any
such supplemental indenture, without the consent of the holders of each
Debenture then Outstanding and affected thereby. The Indenture also contains
provisions permitting the holders of 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 herefor 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 money herein prescribed.

       


      
        
           


        

        
           


           


        

        
           


        

      


      Provided
certain conditions are met, the Company shall have the right at any time during
the term of the Debentures and from time to time to extend the interest payment
period of such Debentures for up to 20 consecutive quarters (each, an “Extended
Interest Payment Period”), at the end of which period the Company shall pay all
interest then accrued and unpaid (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 Extended
Interest Payment Period, so long as no Event of Default shall have occurred and
be continuing, the Company may further extend such Extended Interest Payment
Period, provided that such Extended Interest Payment Period together with all
such further extensions thereof shall not exceed 20 consecutive quarters, extend
beyond the Stated Maturity or end on a date other than an Interest Payment Date.
At the termination of any such Extended Interest Payment Period and upon the
payment of all accrued and unpaid interest and any additional amounts then due
and subject to the foregoing conditions, the Company may commence a new Extended
Interest Payment Period.

       

      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 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 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 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.

       

      The
Debentures are issuable only in registered form without coupons in denominations
of $25 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.