WILSHIRE
      BANCORP, INC.


as
      Company









INDENTURE


Dated
      as
      of July 10, 2007




LASALLE
      BANK NATIONAL ASSOCIATION


As
      Trustee







JUNIOR
      SUBORDINATED DEBT SECURITIES




Due
      September 15, 2037









**TABLE
        OF CONTENTS**




**Page**ARTICLE
                IDEFINITIONSSECTION
                1.01.
            Definitions
            1ARTICLE
                IIDEBT
                SECURITIESSECTION
                2.01.
            Authentication
                and Dating
            9SECTION
                2.02.
            Form
                of Trustee's Certificate of Authentication
            9SECTION
                2.03.
            Form
                and Denomination of Debt Securities
            10SECTION
                2.04.
            Execution
                of Debt Securities
            10SECTION
                2.05.
            Exchange
                and Registration of Transfer of Debt Securities
            10SECTION
                2.06.
            Mutilated,
                Destroyed, Lost or Stolen Debt Securities
            13SECTION
                2.07.
            Temporary
                Debt Securities
            14SECTION
                2.08.
            Payment
                of Interest
            15SECTION
                2.09.
            Cancellation
                of Debt Securities Paid, etc
            16SECTION
                2.10.
            Computation
                of Interest
            16SECTION
                2.11.
            Extension
                of Interest Payment Period
            18SECTION
                2.12.
            CUSIP
                Numbers
            19SECTION
                2.13.
            Income
                Tax Certification
            19SECTION
                2.14.
            Global
                Debentures
            19ARTICLE
                IIIPARTICULAR
                COVENANTS OF THE COMPANYSECTION
                3.01.
            Payment
                of Principal, Premium and Interest; Agreed Treatment of the Debt
                Securities
            22SECTION
                3.02.
            Offices
                for Notices and Payments, etc
            22SECTION
                3.03.
            Appointments
                to Fill Vacancies in Trustee's Office
            23SECTION
                3.04.
            Provision
                as to Paying Agent
            23SECTION
                3.05.
            Certificate
                to Trustee
            24SECTION
                3.06.
            Additional
                Interest
            24SECTION
                3.07.
            Compliance
                with Consolidation Provisions
            24SECTION
                3.08.
            Limitation
                on Dividends
            25SECTION
                3.09.
            Covenants
                as to the Trust
            25


-i-


**TABLE
      OF CONTENTS**


( **CONTINUED** )




**Page**ARTICLE
                IVLISTS
                AND REPORTS BY THE COMPANY AND THE TRUSTEESECTION
                4.01.
            Securityholders'
                Lists
            26SECTION
                4.02.
            Preservation
                and Disclosure of Lists
            26SECTION
                4.03.
            Financial
                and Other Information
            27ARTICLE
                VREMEDIES
                OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF
                DEFAULTSECTION
                5.01.
            Events
                of Default
            28SECTION
                5.02.
            Payment
                of Debt Securities on Default; Suit Therefor
            30SECTION
                5.03.
            Application
                of Moneys Collected by Trustee
            31SECTION
                5.04.
            Proceedings
                by Securityholders
            32SECTION
                5.05.
            Proceedings
                by Trustee
            32SECTION
                5.06.
            Remedies
                Cumulative and Continuing
            33SECTION
                5.07.
            Direction
                of Proceedings and Waiver of Defaults by Majority of
                Securityholders
            33SECTION
                5.08.
            Notice
                of Defaults
            34SECTION
                5.09.
            Undertaking
                to Pay Costs
            34ARTICLE
                VICONCERNING
                THE TRUSTEESECTION
                6.01.
            Duties
                and Responsibilities of Trustee
            34SECTION
                6.02.
            Reliance
                on Documents, Opinions, etc
            36SECTION
                6.03.
            No
                Responsibility for Recitals, etc
            37SECTION
                6.04.
            Trustee,
                Authenticating Agent, Paying Agents, Transfer Agents or Registrar
                May Own
                Debt Securities
            37SECTION
                6.05.
            Moneys
                to be Held in Trust
            37SECTION
                6.06.
            Compensation
                and Expenses of Trustee
            38SECTION
                6.07.
            Officers'
                Certificate as Evidence
            38SECTION
                6.08.
            Eligibility
                of Trustee
            39SECTION
                6.09.
            Resignation
                or Removal of Trustee, Calculation Agent, Paying Agent or Debt Security
                Registrar
            39SECTION
                6.10.
            Acceptance
                by Successor
            40




-ii-




**TABLE
      OF CONTENTS**


( **CONTINUED** )




**Page**SECTION
                  6.11.
              Succession
                  by Merger, etc
              41SECTION
                  6.12.
              Authenticating
                  Agents
              42ARTICLE
                  VIICONCERNING
                  THE SECURITYHOLDERSSECTION
                  7.01.
              Action
                  by Securityholders
              43SECTION
                  7.02.
              Proof
                  of Execution by Securityholders
              44SECTION
                  7.03.
              Who
                  Are Deemed Absolute Owners
              44SECTION
                  7.04.
              Debt
                  Securities Owned by Company Deemed Not Outstanding
              44SECTION
                  7.05.
              Revocation
                  of Consents; Future Securityholders Bound
              45ARTICLE
                  VIIISECURITYHOLDERS'
                  MEETINGSSECTION
                  8.01.
              Purposes
                  of Meetings
              45SECTION
                  8.02.
              Call
                  of Meetings by Trustee
              46SECTION
                  8.03.
              Call
                  of Meetings by Company or Securityholders
              46SECTION
                  8.04.
              Qualifications
                  for Voting
              46SECTION
                  8.05.
              Regulations
              46SECTION
                  8.06.
              Voting
              47SECTION
                  8.07.
              Quorum;
                  Actions
              47SECTION
                  8.08.
              Written
                  Consent Without a Meeting
              48ARTICLE
                  IXSUPPLEMENTAL
                  INDENTURESSECTION
                  9.01.
              Supplemental
                  Indentures without Consent of Securityholders
              48SECTION
                  9.02.
              Supplemental
                  Indentures with Consent of Securityholders
              50SECTION
                  9.03.
              Effect
                  of Supplemental Indentures
              51SECTION
                  9.04.
              Notation
                  on Debt Securities
              51SECTION
                  9.05.
              Evidence
                  of Compliance of Supplemental Indenture to be furnished to
                  Trustee
              51ARTICLE
                  XREDEMPTION
                  OF SECURITIESSECTION
                  10.01.
              Optional
                    Redemption
              51SECTION
                  10.02.
              Special
                  Event Redemption
              52




-iii-




**TABLE
      OF CONTENTS**


( **CONTINUED** )




**Page**SECTION
                10.03.
            Notice
                of Redemption; Selection of Debt Securities
            52SECTION
                10.04.
            Payment
                of Debt Securities Called for Redemption
            53ARTICLE
                XICONSOLIDATION,
                MERGER, SALE, CONVEYANCE AND LEASESECTION
                11.01.
            Company
                May Consolidate, etc., on Certain Terms
            53SECTION
                11.02.
            Successor
                Entity to be Substituted
            54SECTION
                11.03.
            Opinion
                of Counsel to be Given to Trustee
            55ARTICLE
                XIISATISFACTION
                AND DISCHARGE OF INDENTURESECTION
                12.01.
            Discharge
                of Indenture
            55SECTION
                12.02.
            Deposited
                Moneys to be Held in Trust by Trustee
            56SECTION
                12.03.
            Paying
                Agent to Repay Moneys Held
            56SECTION
                12.04.
            Return
                of Unclaimed Moneys
            56ARTICLE
                XIIIIMMUNITY
                OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORSSECTION
                13.01.
            Indenture
                and Debt Securities Solely Corporate Obligations
            56ARTICLE
                XIVMISCELLANEOUS
                PROVISIONSSECTION
                14.01.
            Successors
            57SECTION
                14.02.
            Official
                Acts by Successor Entity
            57SECTION
                14.03.
            Surrender
                of Company Powers
            57SECTION
                14.04.
            Addresses
                for Notices, etc
            57SECTION
                14.05.
            Governing
                Law
            58SECTION
                14.06.
            Evidence
                of Compliance with Conditions Precedent
            58SECTION
                14.07.
            Non-Business
                Days
            58SECTION
                14.08.
            Table
                of Contents, Headings, etc
            58SECTION
                14.09.
            Execution
                in Counterparts
            59SECTION
                14.10.
            Severability
            59SECTION
                14.11.
            Assignment
            59SECTION
                14.12.
            Acknowledgment
                of Rights
            59




-iv-




**Page**ARTICLE
                XVSUBORDINATION
                OF DEBT SECURITIESSECTION
                15.01.
            Agreement
                to Subordinate
            60SECTION
                15.02.
            Default
                on Senior Indebtedness
            60SECTION
                15.03.
            Liquidation;
                Dissolution; Bankruptcy
            61SECTION
                15.04.
            Subrogation
            62SECTION
                15.05.
            Trustee
                to Effectuate Subordination
            63SECTION
                15.06.
            Notice
                by the Company
            63SECTION
                15.07.
            Rights
                of the Trustee, Holders of Senior Indebtedness
            63SECTION
                15.08.
            Subordination
                May Not Be Impaired
            64EXHIBITSEXHIBIT
                A
            FORM
                OF DEBT SECURITY




-v-


THIS
      INDENTURE, dated as of July 10, 2007, between Wilshire Bancorp, Inc., a bank
      holding company incorporated in California (hereinafter sometimes called the
      "Company"), and LaSalle Bank National Association as trustee (hereinafter
      sometimes called the "Trustee").




W
      I T N E
      S S E T H:




WHEREAS,
      for its lawful corporate purposes, the Company has duly authorized the issuance
      of its Junior Subordinated Debt Securities due September 15, 2037 (the "Debt
      Securities") under this Indenture and to provide, among other things, for the
      execution and authentication, delivery and administration thereof, the Company
      has duly authorized the execution of this Indenture.




NOW,
      THEREFORE, in consideration of the premises, and the purchase of the Debt
      Securities by the holders thereof, the Company covenants and agrees with the
      Trustee for the equal and proportionate benefit of the respective holders from
      time to time of the Debt Securities as follows:




ARTICLE
      I




DEFINITIONS




SECTION
      1.01. Definitions.




The
      terms
      defined in this Section 1.01 (except as herein 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 1.01. All accounting terms used herein and not expressly defined
      shall have the meanings assigned to such terms in accordance with generally
      accepted accounting principles and the term "generally accepted accounting
      principles" means such accounting principles as are generally accepted in the
      United States at the time of any computation. The words "herein," "hereof"
      and
      "hereunder" and other words of similar import refer to this Indenture as a
      whole
      and not to any particular Article, Section or other subdivision.




"Additional
      Interest" shall have the meaning set forth in Section 3.06.




"Additional
      Provisions" shall have the meaning set forth in Section 15.01.




"Authenticating
      Agent" means any agent or agents of the Trustee which at the time shall be
      appointed and acting pursuant to Section 6.12.




"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 or the executive committee or any other
      duly authorized designated officers of the Company.







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




"Business
      Day" means any day other than a Saturday, Sunday or any other day on which
      banking institutions in Wilmington, Delaware, New York City or the city of
      the
      Principal Office of the Trustee or the Company are permitted or required by
      any
      applicable law or executive order to close.




"Calculation
      Agent" means the Person identified as "Trustee" in the first paragraph hereof
      with respect to the Debt Securities and the Institutional Trustee with respect
      to the Trust Securities.




"Capital
      Securities" means undivided beneficial interests in the assets of the Trust
      which are designated as "TP Securities" and rank pari passu with Common
      Securities issued by the Trust; provided, however, that if an Event of Default
      (as defined in the Declaration) has occurred and is continuing, the rights
      of
      holders of such Common Securities to payment in respect of distributions and
      payments upon liquidation, redemption and otherwise are subordinated to the
      rights of holders of such Capital Securities. The Capital Securities sold by
      the
      Trust to the initial purchaser(s) pursuant to the Placement Agreement and the
      Capital Securities Purchase Agreement(s) shall be issued in book entry form,
      registered in the name of Cede & Co., as nominee on behalf of the Depository
      Trust Company, without coupons, and held by the Institutional Trustee as
      custodian for the Depository Trust Company.




"Capital
      Securities Guarantee" means the guarantee agreement that the Company will enter
      into with LaSalle Bank National Association or other Persons that operates
      directly or indirectly for the benefit of holders of Capital Securities of
      the
      Trust.




"Capital
      Treatment Event" means, if the Company is organized and existing under the
      laws
      of the United States or any state thereof or the District of Columbia, the
      receipt by the Company and the Trust of an Opinion of Counsel experienced in
      such matters to the effect that, as a result of (a) any amendment to, or change
      in, the laws, rules or regulations of the United States or any political
      subdivision thereof or therein, or any rules, guidelines or policies of any
      applicable regulatory authority for the Company or (b) any official or
      administrative pronouncement or action or decision interpreting or applying
      such
      laws, rules or regulations, which amendment or change is effective or which
      pronouncement, action or decision is announced on or after the date of original
      issuance of the Debt Securities, there is more than an insubstantial risk that,
      within 90 days of the receipt of such opinion, the aggregate Liquidation Amount
      of the Capital Securities will not be eligible to be treated by the Company
      as
      "Tier 1 Capital" (or the then equivalent thereof) for purposes of the capital
      adequacy guidelines of the Federal Reserve (or any successor regulatory
      authority with jurisdiction over bank or financial holding companies), as then
      in effect and applicable to the Company (or if the Company is not a bank holding
      company, such guidelines applied to the Company as if the Company were subject
      to such guidelines); provided, however, that the inability of the Company to
      treat all or any portion of the aggregate 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 or OTS, as applicable,
      may now or hereafter accord Tier 1 Capital treatment in excess of the
      amount which may now or hereafter qualify for treatment as Tier 1 Capital
      under applicable capital adequacy guidelines; provided further, however, that
      the distribution of the Debt Securities in connection with the liquidation
      of
      the Trust by the Company shall not in and of itself constitute a Capital
      Treatment Event unless such liquidation shall have occurred in connection with
      a
      Tax Event or an Investment Company Event.




-2-


"Certificate"
      means a certificate signed by any one of the principal executive officer, the
      principal financial officer or the principal accounting officer of the
      Company.




"Common
      Securities" means undivided beneficial interests in the assets of the Trust
      which are designated as "Common Securities" and rank pari passu with Capital
      Securities issued by the Trust; provided, however, that if an Event of Default
      (as defined in the Declaration) has occurred and is continuing, the rights
      of
      holders of such Common Securities to payment in respect of distributions and
      payments upon liquidation, redemption and otherwise are subordinated to the
      rights of holders of such Capital Securities.




"Company"
      means Wilshire Bancorp, Inc., a bank holding company incorporated in California,
      and, subject to the provisions of Article XI, shall include its successors
      and
      assigns.




"Debt
      Security" or "Debt Securities" has the meaning stated in the first recital
      of
      this Indenture.




"Debt
      Security Register" has the meaning specified in Section 2.05.




"Debt
      Security Registrar" has the meaning specified in Section 2.05.




"Declaration"
      means the Amended and Restated Declaration of Trust of the Trust dated as of
      July 10, 2007, as amended or supplemented from time to time.




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




"Defaulted
      Interest" has the meaning set forth in Section 2.08.




"Deferred
      Interest" has the meaning set forth in Section 2.11.




"Depositary"
      means an organization registered as a clearing agency under the Exchange Act
      that is designated as Depositary by the Company or any successor thereto. DTC
      will be the initial Depositary.




"Depositary
      Participant" means a broker, dealer, bank, other financial institution or other
      Person for whom from time to time the Depositary effects book-entry transfers
      and pledges of securities deposited with the Depositary.




"DTC"
      means The Depository Trust Company, a New York corporation.




-3-


"Event
      of
      Default" means any event specified in Section 5.01, 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 from time to time,
      or
      any successor legislation.




"Extension
      Period" has the meaning set forth in Section 2.11.




"Federal
      Reserve" means the Board of Governors of the Federal Reserve System.




"Global
      Debenture" means a security that evidences all or part of the Debt Securities,
      the ownership and transfers of which shall be made through book entries by
      a
      Depositary.




"Indenture"
      means this instrument as originally executed or, if amended or supplemented
      as
      herein provided, as so amended or supplemented, or both.




"Initial
      Purchaser" means the initial purchaser of the Capital Securities.




"Institutional
      Trustee" has the meaning set forth in the Declaration.




"Interest
      Payment Date" means March 15, June 15, September 15 and December 15 of each
      year, commencing on September 15, 2007, during the term of this
      Indenture.




"Interest
      Payment Period" means the period from and including an Interest Payment Date,
      or
      in the case of the first Interest Payment Period, the original date of issuance
      of the Debt Securities, to, but excluding, the next succeeding Interest Payment
      Date or, in the case of the last Interest Payment Period, the Redemption Date,
      Special Redemption Date or Maturity Date, as the case may be.




"Interest
      Rate" means, with respect to any Interest Payment Period, a per annum rate
      of
      interest, equal to LIBOR, as determined on the LIBOR Determination Date for
      such
      Interest Payment Date, plus 1.38%; provided, however, that the Interest Rate
      for
      any Interest Payment Period may not exceed the highest rate permitted by New
      York law, as the same may be modified by United States law of general
      applicability.




"Investment
      Company Event" means the receipt by the Company and the Trust of an Opinion
      of
      Counsel experienced in such matters to the effect that, as a result of a change
      in law or regulation or written change in interpretation or application of
      law
      or regulation by any legislative body, court, governmental agency or regulatory
      authority, 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 of 1940,
      as
      amended, which change or prospective change becomes effective or would become
      effective, as the case may be, on or after the date of the original issuance
      of
      the Debt Securities.




-4-


"LIBOR"
      means the London Interbank Offered Rate for U.S. Dollar deposits in Europe
      as
      determined by the Calculation Agent according to Section 2.10(b).




"LIBOR
      Banking Day" has the meaning set forth in Section 2.10(b)(1).




"LIBOR
      Business Day" has the meaning set forth in Section 2.10(b)(1).




"LIBOR
      Determination Date" has the meaning set forth in Section 2.10(b).




"Liquidation
      Amount" means the liquidation amount of $1,000 per Trust Security.




"Maturity
      Date" means September 15, 2037.




"Notice"
      has the meaning set forth in Section 2.11.




"Officers'
      Certificate" means a certificate signed by the Chairman of the Board, the Vice
      Chairman, the President or any Vice President, and by the Chief Financial
      Officer, the Treasurer, an Assistant Treasurer, the Comptroller, an Assistant
      Comptroller, the Secretary or an Assistant Secretary of the Company, and
      delivered to the Trustee. Each such certificate shall include the statements
      provided for in Section 14.06 if and to the extent required by the provisions
      of
      such Section.




"Opinion
      of Counsel" means an opinion in writing signed by legal counsel, who may be
      an
      employee of or counsel to the Company, or may be other counsel reasonably
      satisfactory to the Trustee. Each such opinion shall include the statements
      provided for in Section 14.06 if and to the extent required by the provisions
      of
      such Section.




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




"Outstanding"
      means, when used with reference to Debt Securities, subject to the provisions
      of
      Section 7.04, as of any particular time, all Debt Securities authenticated
      and
      delivered by the Trustee or the Authenticating Agent under this Indenture,
      except




(a)  Debt
      Securities theretofore canceled by the Trustee or the Authenticating Agent
      or
      delivered to the Trustee for cancellation;




(b)  Debt
      Securities, or portions thereof, for the payment or redemption of which moneys
      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 ,
      that,
      if such Debt Securities, or portions thereof, are to be redeemed prior to
      maturity thereof, notice of such redemption shall have been given as provided
      in
      Articles X and XIV or provision satisfactory to the Trustee shall have been
      made
      for giving such notice; and




(c)  Debt
      Securities paid pursuant to Section 2.06 or in lieu of or in substitution for
      which other Debt Securities shall have been authenticated and delivered pursuant
      to the terms of Section 2.06 unless proof satisfactory to the Company and the
      Trustee is presented that any such Debt Securities are held by bona fide holders
      in due course.




-5-


"Paying
      Agent" has the meaning set forth in Section 3.04(e).




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




"Placement
      Agent" means Cohen & Company.




"Predecessor
      Security" of any particular Debt Security means every previous Debt Security
      evidencing all or a portion of the same debt as that evidenced by such
      particular Debt Security; and, for the purposes of this definition, any Debt
      Security authenticated and delivered under Section 2.06 in lieu of a lost,
      destroyed or stolen Debt Security shall be deemed to evidence the same debt
      as
      the lost, destroyed or stolen Debt Security.




"Principal
      Office of the Trustee" means the office of the Trustee, at which at any
      particular time its corporate trust business shall be principally administered,
      which at all times shall be located within the United States and at the time
      of
      the execution of this Indenture shall be 135 S. LaSalle Street, Suite 1511,
      Chicago, Illinois 60603, Attn: CDO Trust Services Group - Wilshire Statutory
      Trust IV.




"Redemption
      Date" has the meaning set forth in Section 10.01.




"Redemption
      Price" means 100% of the principal amount of the Debt Securities being redeemed
      plus accrued and unpaid interest on such Debt Securities to the Redemption
      Date.




"Responsible
      Officer" means, with respect to the Trustee, any officer within the CDO Trust
      Services Group in the Principal Office of the Trustee with direct responsibility
      for the administration of the Indenture, including any vice-president, any
      assistant vice-president, any secretary, any assistant secretary, the treasurer,
      any assistant treasurer, any trust officer or other officer of the Principal
      Office of the Trustee customarily performing functions similar to those
      performed by any of the above designated officers and also means, with respect
      to a particular corporate trust matter, any other officer to whom such matter
      is
      referred because of that officer's knowledge of and familiarity with the
      particular subject.




"Securities
      Act" means the Securities Act of 1933, as amended from time to time, or any
      successor legislation.




"Securityholder,"
      "holder of Debt Securities" or other similar terms, means any Person in whose
      name at the time a particular Debt Security is registered on the Debt Security
      Register.




-6-


"Senior
      Indebtedness" means, with respect to the Company, (i) the principal, premium,
      if
      any, and interest in respect of (A) indebtedness of the Company for money
      borrowed and (B) indebtedness evidenced by securities, debentures, notes, bonds
      or other similar instruments issued by the Company; (ii) all capital lease
      obligations of the Company; (iii) all obligations of the Company issued or
      assumed as the deferred purchase price of property, all conditional sale
      obligations of the Company and all obligations of the Company under any title
      retention agreement (but excluding trade accounts payable arising in the
      ordinary course of business); (iv) all obligations of the Company for the
      reimbursement of any letter of credit, any banker's acceptance, any security
      purchase facility, any repurchase agreement or similar arrangement, any interest
      rate swap, any other hedging arrangement, any obligation under options or any
      similar credit or other transaction; (v) all obligations of the type referred
      to
      in clauses (i) through (iv) above of other Persons for the payment of which
      the
      Company is responsible or liable as obligor, guarantor or otherwise; and (vi)
      all obligations of the type referred to in clauses (i) through (v) above of
      other Persons secured by any lien on any property or asset of the Company
      (whether or not such obligation is assumed by the Company), whether incurred
      on
      or prior to the date of this Indenture or thereafter incurred, unless, with
      the
      prior approval of the Federal Reserve if not otherwise generally approved,
      it is
      provided in the instrument creating or evidencing the same or pursuant to which
      the same is outstanding, that such obligations are not superior or are *pari
      passu* in right
      of payment to the Debt Securities; provided, however, that Senior Indebtedness
      shall not include (A) any debt securities issued to any trust other than the
      Trust (or a trustee of such trust) that is a financing vehicle of the Company
      (a
      "financing entity"), in connection with the issuance by such financing entity
      of
      equity or other securities in transactions substantially similar in structure
      to
      the transactions contemplated hereunder and in the Declaration, (B) any
      guarantees of the Company in respect of the equity or other securities of any
      financing entity referred to in clause (A) above or (C) any other instruments
      classified as subordinated or *pari
      passu* to the
      Debt Securities by the Federal Reserve from time to time hereafter.




"Special
      Event" means any of a Tax Event, an Investment Company Event or a Capital
      Treatment Event.




"Special
      Redemption Date" has the meaning set forth in Section 10.02.




"Special
      Redemption Price" means, with respect to the redemption of any Debt Security
      following a Special Event, an amount in cash equal to 103.525% of the principal
      amount of Debt Securities to be redeemed prior to September 15, 2008 and
      thereafter equal to the percentage of the principal amount of the Debt
      Securities that is specified below for the Special Redemption Date plus, in
      each
      case, unpaid interest accrued thereon to the Special Redemption Date:




Special
                Redemption During the
              12-Month
                Period Beginning September 15
            
            Percentage
                of Principal
              Amount2008
            
            103.140%2009
            
            102.355%2010
            
            101.570%2011
            
            100.785%2012
                and thereafter
            
            100.000%


-7-


"Subsidiary"
      means, with respect to any Person, (i) any corporation, at least a majority
      of
      the outstanding voting stock of which is 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, joint venture or similar
      entity, at least a majority of the outstanding partnership or similar interests
      of which 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. For the purposes of this definition, "voting stock" 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.




"Tax
      Event" means the receipt by the Company and the Trust of an Opinion of Counsel
      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 (including any private letter ruling, technical
      advice memorandum, regulatory procedure, notice or announcement (an
      "Administrative Action")) or judicial decision interpreting or applying such
      laws or regulations, regardless of whether such Administrative Action or
      judicial decision is issued to or in connection with a proceeding involving
      the
      Company or the Trust and whether or not subject to review or appeal, which
      amendment, clarification, change, Administrative Action or decision is enacted,
      promulgated or announced, in each case on or after the date of original issuance
      of the Debt Securities, there is more than an insubstantial risk that: (i)
      the
      Trust is, or will be within 90 days of the date of such opinion, subject to
      United States federal income tax with respect to income received or accrued
      on
      the Debt Securities; (ii) if the Company is organized and existing under the
      laws of the United States or any state thereof or the District of Columbia,
      interest payable by the Company on the Debt Securities is not, or within 90
      days
      of the date of such opinion, will not be, deductible by the Company, in whole
      or
      in part, for United States federal income tax purposes; or (iii) the Trust
      is,
      or will be within 90 days of the date of such opinion, subject to or otherwise
      required to pay, or required to withhold from distributions to holders of Trust
      Securities, more than a de minimis amount of other taxes (including withholding
      taxes), duties, assessments or other governmental charges.




"Trust"
      means Wilshire Statutory Trust IV, the Delaware statutory trust, or any other
      similar trust created for the purpose of issuing Capital Securities in
      connection with the issuance of Debt Securities under this Indenture, of which
      the Company is the sponsor.




"Trust
      Indenture Act" means the Trust Indenture Act of 1939, as amended from
      time-to-time, or any successor legislation.




"Trust
      Securities" means Common Securities and Capital Securities of Wilshire Statutory
      Trust IV.




-8-


"Trustee"
        means the Person identified as "Trustee" in the first paragraph hereof, and,
        subject to the provisions of Article VI hereof, shall also include its
        successors and assigns as Trustee hereunder.




"United
      States" means the United States of America and the District of
      Columbia.




"U.S.
      Person" has the meaning given to United States Person as set forth in Section
      7701(a)(30) of the Internal Revenue Code of 1986, as amended.




ARTICLE
      II




DEBT
      SECURITIES




SECTION
      2.01. Authentication and Dating.




Upon
      the
      execution and delivery of this Indenture, or from time to time thereafter,
      Debt
      Securities in an aggregate principal amount not in excess of $25,774,000 may
      be
      executed and delivered by the Company to the Trustee for authentication, and
      the
      Trustee shall thereupon authenticate and make available for delivery said Debt
      Securities to or upon the written order of the Company, signed by its Chairman
      of the Board of Directors, Vice Chairman, President or Chief Financial Officer
      or one of its Vice Presidents, without any further action by the Company
      hereunder. In authenticating such Debt Securities, and accepting the additional
      responsibilities under this Indenture in relation to such Debt Securities,
      the
      Trustee shall be entitled to receive, and (subject to Section 6.01) shall be
      fully protected in relying upon a copy of any Board Resolution or Board
      Resolutions relating thereto and, if applicable, an appropriate record of any
      action taken pursuant to such resolution, in each case certified by the
      Secretary or an Assistant Secretary or other officers with appropriate delegated
      authority of the Company as the case may be.




The
      Trustee shall have the right to decline to authenticate and deliver any Debt
      Securities under this Section if the Trustee, being advised by counsel,
      determines that such action may not lawfully be taken or if a Responsible
      Officer of the Trustee in good faith shall determine that such action would
      expose the Trustee to personal liability to existing Securityholders. The
      Trustee shall also be entitled to receive an Opinion of Counsel to the effect
      that (1) all conditions precedent to the execution, delivery and authentication
      of the Securities have been complied with; (2) the Securities are not required
      to be registered under the Securities Act; and (3) the Indenture is not required
      to be qualified under the Trust Indenture Act.




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




SECTION
      2.02. Form of Trustee's Certificate of Authentication.




The
      Trustee's certificate of authentication on all Debt Securities shall be in
      substantially the following form:




This
      represents Debt Securities referred to in the within-mentioned
      Indenture.




-9-


LaSalle
      Bank National Association, not in its individual capacity but solely as
      Trustee




ByAuthorized
                Signatory





SECTION
      2.03. Form and Denomination of Debt Securities.




The
      Debt
      Securities shall be substantially in the form of Exhibit A hereto. The Debt
      Securities shall be in registered, certificated form without coupons and in
      minimum denominations of $100,000 and any multiple of $1,000 in excess thereof.
      The Debt Securities shall be numbered, lettered, or otherwise distinguished
      in
      such manner or in accordance with such plans as the officers executing the
      same
      may determine with the approval of the Trustee as evidenced by the execution
      and
      authentication thereof.




SECTION
      2.04. Execution of Debt Securities.




The
      Debt
      Securities shall be signed in the name and on behalf of the Company by the
      manual or facsimile signature of any of its Chairman of the Board of Directors,
      Vice Chairman, President or Chief Financial Officer or one of its Executive
      Vice
      Presidents, Senior Vice Presidents or Vice Presidents, under its corporate
      seal
      (if legally required), which may be affixed thereto or printed, engraved or
      otherwise reproduced thereon, by facsimile or otherwise, and which need not
      be
      attested. Only such Debt Securities as shall bear thereon a certificate of
      authentication substantially in the form herein before recited, executed by
      the
      Trustee or the Authenticating Agent by the manual signature of an authorized
      officer, shall be entitled to the benefits of this Indenture or be valid or
      obligatory for any purpose. Such certificate by the Trustee or the
      Authenticating Agent upon any Debt Security executed by the Company shall be
      conclusive evidence that the Debt Security so authenticated has been duly
      authenticated and delivered hereunder and that the Securityholder is entitled
      to
      the benefits of this Indenture.




In
      case
      any officer of the Company who shall have signed any of the Debt Securities
      shall cease to be such officer before the Debt Securities so signed shall have
      been authenticated and delivered by the Trustee or the Authenticating Agent,
      or
      disposed of by the Company, such Debt Securities nevertheless may be
      authenticated and delivered or disposed of as though the Person who signed
      such
      Debt Securities had not ceased to be such officer of the Company; and any Debt
      Security may be signed on behalf of the Company by such Persons as, at the
      actual date of the execution of such Debt Security, shall be the proper officers
      of the Company, although at the date of the execution of this Indenture any
      such
      person was not such an officer.




Every
      Debt Security shall be dated the date of its authentication.




SECTION
      2.05. Exchange and Registration of Transfer of Debt
      Securities.




The
      Trustee, in its capacity as "Debt Security Registrar", shall cause to be kept,
      at the office or agency maintained for the purpose of registration of transfer
      and for exchange as provided in Section 3.02, a register (the "Debt Security
      Register") for the Debt Securities issued hereunder in which, subject to such
      reasonable regulations as it may prescribe, the Debt Security Registrar shall
      provide for the registration and transfer of all Debt Securities as provided
      in
      this Article II. Such register shall be in written form or in any other form
      capable of being converted into written form within a reasonable
      time.


-10-


Debt
      Securities to be exchanged may be surrendered at the Principal Office of the
      Trustee or at any office or agency to be maintained by the Company for such
      purpose as provided in Section 3.02, and the Company shall execute, the Company
      or the Trustee shall register and the Trustee or the Authenticating Agent shall
      authenticate and make available for delivery in exchange therefor the Debt
      Security or Debt Securities which the Securityholder making the exchange shall
      be entitled to receive. Upon due presentment for registration of transfer of
      any
      Debt Security at the Principal Office of the Trustee or at any office or agency
      of the Company maintained for such purpose as provided in Section 3.02, the
      Company shall execute, the Company or the Trustee shall register and the Trustee
      or the Authenticating Agent shall authenticate and make available for delivery
      in the name of the transferee or transferees a new Debt Security for a like
      aggregate principal amount. Registration or registration of transfer of any
      Debt
      Security by the Trustee or by any agent of the Company appointed pursuant to
      Section 3.02, and delivery of such Debt Security, shall be deemed to complete
      the registration or registration of transfer of such Debt Security.




All
      Debt
      Securities presented for registration of transfer or for exchange or payment
      shall (if so required by the Company or the Trustee or the Authenticating Agent)
      be duly endorsed by, or be accompanied by, a written instrument or instruments
      of transfer in form satisfactory to the Company and either the Trustee or the
      Authenticating Agent duly executed by, the Securityholder or such
      Securityholder's attorney duly authorized in writing.




Neither
      the Trustee nor the Debt Security Registrar shall be responsible for
      ascertaining whether any transfer hereunder complies with the registration
      provisions of or any exemptions from the Securities Act (under and as defined
      in
      the Declaration), applicable state securities laws or the applicable laws of
      any
      other jurisdiction, ERISA, the United States Internal Revenue Code of 1986,
      as
      amended, or the Investment Company Act (under and as defined in the
      Declaration).




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




The
      Company or the Trustee shall not be required to exchange or register a transfer
      of any Debt Security for a period of 15 days immediately preceding the date
      of
      selection of Debt Securities for redemption.




Notwithstanding
      the foregoing, Debt Securities may not be transferred except in compliance
      with
      the restricted securities legend set forth below, unless otherwise determined
      by
      the Company in accordance with applicable law, which legend shall be placed
      on
      each Debt Security:




-11-


THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
      SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
      MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
      DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
      IS
      EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
      ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER,
      SELL
      OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO
      RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON THE HOLDER
      REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
      144A
      THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
      INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE
      IN
      RELIANCE ON RULE 144A, (C) TO A "NON U.S. PERSON" IN AN "OFFSHORE TRANSACTION"
      PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION
      FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN "ACCREDITED
      INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE
      501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT,
      OR FOR THE ACCOUNT OF SUCH AN "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES
      AND
      NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION
      IN
      VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
      FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
      COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES
      (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
      AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE,
      A
      COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY
      BY
      ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING
      RESTRICTIONS.




THE
      HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS AND WARRANTS
      THAT IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY UNLESS
      SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT OR AN APPLICABLE
      EXEMPTION THEREFROM.


-12-


THE
      HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND
      WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT
      OR
      OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
      SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), (EACH A "PLAN"), OR AN ENTITY
      WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT
      IN THE ENTITY AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE
      OR
      HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER
      IS
      ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR
      PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR
      ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS
      NOT
      PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT
      TO
      SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY
      INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING
      THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING
      OF
      SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS
      APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT
      PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE
      BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT
      RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975
      OF
      THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE
      EXEMPTION.




IN
      CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE
      COMPANY AND TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED
      BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
      RESTRICTIONS.




THIS
      SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A PRINCIPAL
      AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF.
      ANY
      ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING A PRINCIPAL AMOUNT OF
      LESS
      THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.
      ANY
      SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY
      FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
      ON
      THIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST
      WHATSOEVER IN THIS SECURITY.




THIS
      OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY
      AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE
      CORPORATION. THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND
      THE
      CLAIMS OF GENERAL AND SECURED CREDITORS OF THE COMPANY, IS INELIGIBLE AS
      COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES AND IS NOT
      SECURED.




SECTION
      2.06. Mutilated, Destroyed, Lost or Stolen Debt Securities.




In
      case
      any Debt Security shall become mutilated or be destroyed, lost or stolen, the
      Company shall execute, and upon its written request the Trustee shall
      authenticate and deliver, a new Debt Security bearing a number not
      contemporaneously outstanding, in exchange and substitution for the mutilated
      Debt Security, or in lieu of and in substitution for the Debt Security so
      destroyed, lost or stolen. In every case the applicant for a substituted Debt
      Security 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
      such Debt Security and of the ownership thereof.




-13-




The
      Trustee may authenticate any such substituted Debt Security and deliver the
      same
      upon the written request or authorization of any officer of the Company. Upon
      the issuance of any substituted Debt Security, 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 connected therewith.
      In case any Debt Security which has matured or is about to mature or has been
      called for redemption in full shall become mutilated or be destroyed, lost
      or
      stolen, the Company may, instead of issuing a substitute Debt Security, pay
      or
      authorize the payment of the same (without surrender thereof except in the
      case
      of a mutilated Debt Security) if the applicant for such payment 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 case of destruction, loss or theft,
      evidence satisfactory to the Company and to the Trustee of the destruction,
      loss
      or theft of such Security and of the ownership thereof.




Every
      substituted Debt Security issued pursuant to the provisions of this Section
      2.06
      by virtue of the fact that any such Debt Security is destroyed, lost or stolen
      shall constitute an additional contractual obligation of the Company, whether
      or
      not the destroyed, lost or stolen Debt Security shall be found at any time,
      and
      shall be entitled to all the benefits of this Indenture equally and
      proportionately with any and all other Debt Securities duly issued hereunder.
      All Debt Securities shall be held and owned upon the express condition that,
      to
      the extent permitted by applicable law, the foregoing provisions are exclusive
      with respect to the replacement or payment of mutilated, destroyed, lost or
      stolen Debt Securities and shall preclude 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
      2.07. Temporary Debt Securities.




Pending
      the preparation of definitive Debt Securities, the Company may execute and the
      Trustee shall authenticate and make available for delivery temporary Debt
      Securities that are typed, printed or lithographed. Temporary Debt Securities
      shall be issuable in any authorized denomination, and substantially in the
      form
      of the definitive Debt Securities but with such omissions, insertions and
      variations as may be appropriate for temporary Debt Securities, all as may
      be
      determined by the Company. Every such temporary Debt Security shall be executed
      by the Company and be authenticated by the Trustee upon the same conditions
      and
      in substantially the same manner, and with the same effect, as the definitive
      Debt Securities. Without unreasonable delay, the Company will execute and
      deliver to the Trustee or the Authenticating Agent definitive Debt Securities
      and thereupon any or all temporary Debt Securities may be surrendered in
      exchange therefor, at the Principal Office of the Trustee or at any office
      or
      agency maintained by the Company for such purpose as provided in Section 3.02,
      and the Trustee or the Authenticating Agent shall authenticate and make
      available for delivery in exchange for such temporary Debt Securities a like
      aggregate principal amount of such definitive Debt Securities. Such exchange
      shall be made by the Company at its own expense and without any charge therefor
      except that in case of any such exchange involving a registration of transfer
      the Company may require payment of a sum sufficient to cover any tax, fee or
      other governmental charge that may be imposed in relation thereto. Until so
      exchanged, the temporary Debt Securities shall in all respects be entitled
      to
      the same benefits under this Indenture as definitive Debt Securities
      authenticated and delivered hereunder.




-14-




SECTION
      2.08. Payment of Interest.




Each
      Debt
      Security will bear interest at the then applicable Interest Rate from and
      including each Interest Payment Date or, in the case of the first Interest
      Payment Period, the original date of issuance of such Debt Security to, but
      excluding, the next succeeding Interest Payment Date or, in the case of the
      last
      Interest Payment Period, the Redemption Date, Special Redemption Date or
      Maturity Date, as applicable, on the principal thereof, on any overdue principal
      and (to the extent that payment of such interest is enforceable under applicable
      law) on Deferred Interest and on any overdue installment of interest (including
      Defaulted Interest), payable on each Interest Payment Date commencing on
      September 15, 2007. Interest and any Deferred Interest on any Debt Security
      that
      is payable, and is punctually paid or duly provided for by the Company, on
      any
      Interest Payment Date shall be paid to the Person in whose name said Debt
      Security (or one or more Predecessor Securities) is registered at the close
      of
      business on the regular record date for such interest installment, except that
      interest and any Deferred Interest payable on the Maturity Date, the Redemption
      Date (to the extent redeemed) or the Special Redemption Date shall be paid
      to
      the Person to whom principal is paid. In the event that any Debt Security or
      portion thereof is called for redemption and the redemption date is subsequent
      to a regular record date with respect to any Interest Payment Date and either
      on
      or prior to such Interest Payment Date, interest on such Debt Security will
      be
      paid upon presentation and surrender of such Debt Security.




Any
      interest on any Debt Security, other than Deferred Interest, that is payable,
      but is not punctually paid or duly provided for by the Company, on any Interest
      Payment Date (herein called "Defaulted Interest") shall forthwith cease to
      be
      payable to the registered Securityholder on the relevant regular record date
      by
      virtue of having been such Securityholder, and such Defaulted Interest shall
      be
      paid by the Company to the Persons in whose names such Debt Securities (or
      their
      respective Predecessor Securities) are registered at the close of business
      on a
      special record date for the payment of such Defaulted Interest, which shall
      be
      fixed in the following manner: the Company shall notify the Trustee in writing
      of the amount of Defaulted Interest proposed to be paid on each such Debt
      Security and the date of the proposed payment, and at the same time the Company
      shall deposit with the Trustee an amount of money equal to the aggregate amount
      proposed to be paid in respect of such Defaulted Interest or shall make
      arrangements reasonably satisfactory to the Trustee for such deposit prior
      to
      the date of the proposed payment, such money when deposited to be held in trust
      for the benefit of the Persons entitled to such Defaulted Interest as in this
      clause provided. Thereupon the Trustee shall fix a special record date for
      the
      payment of such Defaulted Interest which shall not be more than fifteen nor
      less
      than ten days prior to the date of the proposed payment and not less than ten
      days after the receipt by the Trustee of the notice of the proposed payment.
      The
      Trustee shall promptly notify the Company of such special record date and,
      in
      the name and at the expense of the Company, shall cause notice of the proposed
      payment of such Defaulted Interest and the special record date therefor to
      be
      mailed, first class postage prepaid, to each Securityholder at his or her
      address as it appears in the Debt Security Register, not less than ten days
      prior to such special record date. Notice of the proposed payment of such
      Defaulted Interest and the special record date therefor having been mailed
      as
      aforesaid, such Defaulted Interest shall be paid to the Persons in whose names
      such Debt Securities (or their respective Predecessor Securities) are registered
      on such special record date and thereafter the Company shall have no further
      payment obligation in respect of the Defaulted Interest.




-15-




Any
      interest scheduled to become payable on an Interest Payment Date occurring
      during an Extension Period shall not be Defaulted Interest and shall be payable
      on such other date as may be specified in the terms of such Debt
      Securities.




The
      term
      "regular record date" as used in this Indenture shall mean the fifteenth day
      prior to the applicable Interest Payment Date whether or not such date is a
      Business Day.




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




SECTION
      2.09. Cancellation of Debt Securities Paid, etc.




All
      Debt
      Securities surrendered for the purpose of payment, redemption, exchange or
      registration of transfer, shall, if surrendered to the Company or any Paying
      Agent, be surrendered to the Trustee and promptly canceled by it, or, if
      surrendered to the Trustee, shall be promptly canceled by it, and no Debt
      Securities shall be issued in lieu thereof except as expressly permitted by
      any
      of the provisions of this Indenture. The Trustee shall dispose of all canceled
      Debt Securities in accordance with its customary practices, unless the Company
      otherwise directs the Trustee in writing, in which case the Trustee shall
      dispose of such Debt Securities as directed by the Company. If the Company
      shall
      acquire any of the Debt Securities, however, such acquisition shall not operate
      as a redemption or satisfaction of the indebtedness represented by such Debt
      Securities unless and until the same are surrendered to the Trustee for
      cancellation.




SECTION
      2.10. Computation of Interest.




(a)  The
      amount of interest payable for any Interest Payment Period will be computed
      on
      the basis of a 360-day year and the actual number of days elapsed in the
      relevant interest period; provided , however ,
      that
      upon the occurrence of a Special Event Redemption pursuant to Section 10.02
      the
      amounts payable pursuant to this Indenture shall be calculated as set forth
      in
      the definition of Special Redemption Price.




(b)  LIBOR,
      for any Interest Payment Period, shall be determined by the Calculation Agent
      in
      accordance with the following provisions:




(1)  On
      the
      second LIBOR Business Day (provided, that on such day commercial banks are
      open
      for business (including dealings in foreign currency deposits) in London (a
      "LIBOR Banking Day"), and otherwise the next preceding LIBOR Business Day that
      is also a LIBOR Banking Day) prior to March 15, June 15, September 15 and
      December 15 (or, with respect to the first Interest Payment Period, on July
      6,
      2007) (each such day, a "LIBOR Determination Date" for the following Interest
      Payment Period), the Calculation Agent shall obtain the rate for three-month
      U.S. Dollar deposits in Europe, which appears on Reuters Screen LIBOR 01 Page
      (as defined in the International Swaps and Derivatives Association, Inc. 2000
      Interest Rate and Currency Exchange Definitions) or such other page as may
      replace such page as of 11:00 a.m. (London time) on such LIBOR Determination
      Date, as reported by Bloomberg Financial markets Commodities News or any
      successor service (“Reuters Screen”), and the rate so obtained shall be LIBOR
      for such Interest Payment Period. "LIBOR Business Day" means any day that is
      not
      a Saturday, Sunday or other day on which commercial banking institutions in
      The
      City of New York or Chicago, Illinois are authorized or obligated by law or
      executive order to be closed. If such rate is superseded on Reuters Screen
      by a
      corrected rate before 12:00 noon (London time) on the same LIBOR Determination
      Date, the corrected rate as so substituted will be LIBOR for that Interest
      Payment Period.


-16-




(2)  If,
      on
      any LIBOR Determination Date, such rate does not appear on Reuters Screen,
      the
      Calculation Agent shall determine the arithmetic mean of the offered quotations
      of the Reference Banks (as defined below) to leading banks in the London
      Interbank market for three-month U.S. Dollar deposits in Europe (in an amount
      determined by the Calculation Agent) by reference to requests for quotations
      as
      of approximately 11:00 a.m. (London time) on the LIBOR Determination Date made
      by the Calculation Agent to the Reference Banks. If, on any LIBOR Determination
      Date, at least two of the Reference Banks provide such quotations, LIBOR shall
      equal the arithmetic mean of such quotations. If, on any LIBOR Determination
      Date, only one or none of the Reference Banks provide such a quotation, LIBOR
      shall be deemed to be the arithmetic mean of the offered quotations that at
      least two leading banks in the City of New York (as selected by the Calculation
      Agent) are quoting on the relevant LIBOR Determination Date for three-month
      U.S.
      Dollar deposits in Europe at approximately 11:00 a.m. (London time) (in an
      amount determined by the Calculation Agent). As used herein, "Reference Banks"
      means four major banks in the London Interbank market selected by the
      Calculation Agent.




(3)  If
      the
      Calculation Agent is required but is unable to determine a rate in accordance
      with at least one of the procedures provided above, LIBOR for the applicable
      Interest Payment Period shall be LIBOR in effect for the immediately preceding
      Interest Payment Period.




(c)  All
      percentages resulting from any calculations on the Debt Securities will be
      rounded, if necessary, to the nearest one hundred-thousandth of a percentage
      point, with five one-millionths of a percentage point rounded upward (e.g.,
      9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)), and all
      dollar amounts used in or resulting from such calculation will be rounded to
      the
      nearest cent (with one-half cent being rounded upward).




-17-


(d)As
      soon
      as practicable following each LIBOR Determination Date, but in no event later
      than the 5th day following such LIBOR Determination Date, the Calculation
      Agent shall notify, in writing, the Company, the Institutional Trustee and
      the
      Paying Agent of the applicable Interest Rate in effect for the related Interest
      Payment Period. The Calculation Agent shall, upon the request of any
      Securityholder, provide the Interest Rate then in effect. All calculations
      made
      by the Calculation Agent in the absence of manifest error shall be conclusive
      for all purposes and binding on the Company and the Securityholders. Any error
      in a calculation of the Interest Rate by the Calculation Agent may be corrected
      at any time by the delivery of notice of such corrected Interest Rate as
      provided above. The Paying Agent shall be entitled to rely on information
      received from the Calculation Agent or the Company as to the Interest Rate.
      The
      Company shall, from time to time, provide any necessary information to the
      Paying Agent relating to any original issue discount and interest on the Debt
      Securities that is included in any payment and reportable for taxable income
      calculation purposes. Failure to notify the Company, the Institutional Trustee
      or the Paying Agent of the applicable Interest Rate shall not affect the
      obligation of the Company to make payment on Debentures at such Interest
      Rate.




SECTION
      2.11. Extension of Interest Payment Period.




So
      long
      as no Event of Default pursuant to paragraphs (c), (e), (f) or (g) of Section
      5.01 of the Indenture has occurred and is continuing, the Company shall have
      the
      right under the Indenture, from time to time and without causing an Event of
      Default, to defer payments of interest on the Debt Securities by extending
      the
      interest distribution period on the Debt Securities at any time and from time
      to
      time during the term of the Debt Securities, for up to twenty consecutive
      quarterly periods (each such extended interest distribution period, an
      "Extension Period"), during which Extension Period no interest shall be due
      and
      payable (except any Additional Interest that may be due and payable). No
      Extension Period may end on a date other than an Interest Payment Date. During
      any Extension Period, interest will continue to accrue on the Debt Securities,
      and interest on such accrued interest (such accrued interest and interest
      thereon referred to herein as "Deferred Interest") will accrue at an annual
      rate
      equal to the Interest Rate applicable during such Extension Period, compounded
      quarterly from the date such Deferred Interest would have been payable were
      it
      not for the Extension Period, to the extent permitted by law. No interest or
      Deferred Interest shall be due and payable during an Extension Period, except
      at
      the end thereof. At the end of any such Extension Period the Company shall
      pay
      all Deferred Interest then accrued and unpaid on the Debt Securities; provided , however ,
      that no
      Extension Period may extend beyond the Maturity Date, Redemption Date (to the
      extent redeemed) or Special Redemption Date; and provided  further , however ,
      that
      during any such Extension Period, the Company shall be subject to the
      restrictions set forth in Section 3.08 of this Indenture. Prior to the
      termination of any Extension Period, the Company may further extend such period, provided ,
      that
      such period together with all such previous and further consecutive extensions
      thereof shall not exceed twenty consecutive quarterly periods, or extend beyond
      the Maturity Date, Redemption Date (to the extent redeemed) or Special
      Redemption Date. Upon the termination of any Extension Period and upon the
      payment of all Deferred Interest, the Company may commence a new Extension
      Period, subject to the foregoing requirements. No interest or Deferred Interest
      shall be due and payable during an Extension Period, except at the end thereof,
      but Deferred Interest shall accrue upon each installment of interest that would
      otherwise have been due and payable during such Extension Period until such
      installment is paid. The Company must give the Trustee notice of its election
      to
      begin any
      Extension Period or
      extend
      an Extension Period ("Notice") **** not
      later
      than the related regular **** record
      date for the relevant Interest Payment Date. The Notice shall describe, in
      reasonable detail, why the Company has elected to begin an Extension Period.
      The
      Notice shall acknowledge and affirm the Company's understanding that it is
      prohibited from issuing dividends and other distributions during the Extension
      Period. Upon receipt of the Notice, the Placement Agent shall have the right,
      at
      its sole discretion, to disclose to current holders of the outstanding Capital
      Securities and to proposed purchasers the name of the Company, the fact that
      the
      Company has elected to begin an Extension Period and other information that
      such
      Placement Agent, at its sole discretion, deems relevant to the Company's
      election to begin an Extension Period. The Trustee shall give notice of the
      Company's election to begin a new Extension Period to the Securityholders.




-18-




SECTION
      2.12. CUSIP Numbers.




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




SECTION
      2.13. Income Tax Certification.




As
      a
      condition to the payment of any principal of or interest on the Debt Securities
      without the imposition of withholding tax, the Trustee shall require the
      previous delivery of properly completed and signed applicable U.S. federal
      income tax certifications (generally, an Internal Revenue Service Form W-9
      (or
      applicable successor form) in the case of a person that is a "United States
      person" within the meaning of Section 7701 (a)(30) of the Code (under and as
      defined in the Declaration) or an Internal Revenue Service Form W-8 (or
      applicable successor form) in the case of a person that is not a "United States
      person" within the meaning of Section 7701(a)(30) of the Code, and any other
      certification acceptable to it to enable the Trustee or any Paying Agent to
      determine their respective duties and liabilities with respect to any taxes
      or
      other charges that they may be required to pay, deduct or withhold in respect
      of
      such Debt Securities.




SECTION
      2.14. Global Debentures.




(a)  Upon
      the
      election of the holder of Outstanding Debt Securities, which election need
      not
      be in writing, the Debt Securities owned by such holder shall be issued in
      the
      form of one or more Global Debentures registered in the name of the Depositary
      or its nominee. Each Global Debenture issued under this Indenture shall be
      registered in the name of the Depositary designated by the Company for such
      Global Debenture or a nominee thereof and held by the custodian therefor, and
      each such Global Debenture shall constitute a single Debt Security for all
      purposes of this Indenture.




-19-


(b) Notwithstanding
        any other provision in this Indenture, no Global Debenture may be exchanged
        in
        whole or in part for Debt Securities registered, and no transfer of a Global
        Debenture in whole or in part may be registered, in the name of any Person
        other
        than the Depositary for such Global Debenture or a nominee thereof unless
        (i)
        such Depositary advises the Trustee and the Company in writing that such
        Depositary is no longer willing or able to properly discharge its
        responsibilities as Depositary with respect to such Global Debenture, and
        no
        qualified successor is appointed by the Company within ninety (90) days of
        receipt by the Company of such notice, (ii) such Depositary ceases to be
        a
        clearing agency registered under the Exchange Act and no successor is appointed
        by the Company within ninety (90) days after obtaining knowledge of such
        event,
        (iii) the Company executes and delivers to the Trustee a company order stating
        that the Company elects to terminate the book-entry system through the
        Depositary or (iv) an Event of Default shall have occurred and be continuing.
        Upon the occurrence of any event specified in clause (i), (ii), (iii) or
        (iv)
        above, the Trustee shall notify the Depositary and instruct the Depositary
        to
        notify all owners of beneficial interests in such Global Debenture of the
        occurrence of such event and of the availability of Debt Securities to such
        owners of beneficial interests requesting the same. Upon the issuance of
        such
        Debt Securities and the registration in the Debt Security Register of such
        Debt
        Securities in the names of such owners of the beneficial interests therein,
        the
        Trustee shall recognize such owners of beneficial interests as holders
        hereof.




(c)  If
      any
      Global Debenture is to be exchanged for other Debt Securities or canceled in
      part, or if another Debt Security is to be exchanged in whole or in part for
      a
      beneficial interest in any Global Debenture, then either (i) such Global
      Debenture shall be so surrendered for exchange or cancellation as provided
      in
      this Article
      II or (ii)
      the principal amount thereof shall be reduced or increased by an amount equal
      to
      the portion thereof to be so exchanged or canceled, or equal to the principal
      amount of such other Debt Security to be so exchanged for a beneficial interest
      therein, as the case may be, by means of an appropriate adjustment made on
      the
      records of the Debt Security Registrar, whereupon the Trustee, in accordance
      with the applicable depository procedures, shall instruct the Depositary or
      its
      authorized representative to make a corresponding adjustment to its records.
      Upon any such surrender or adjustment of a Global Debenture by the Depositary,
      accompanied by registration instructions, the Company shall execute and the
      Trustee shall authenticate and deliver any Debt Securities issuable in exchange
      for such Global Debenture (or any portion thereof) in accordance with the
      instructions of the Depositary. The Trustee shall not be liable for any delay
      in
      delivery of such instructions and may conclusively rely on, and shall be fully
      protected in relying on, such instructions.




(d)  Every
      Debt Security authenticated and delivered upon registration of transfer of,
      or
      in exchange for or in lieu of, a Global Debenture or any portion thereof shall
      be authenticated and delivered in the form of, and shall be, a Global Debenture,
      unless such Debt Security is registered in the name of a Person other than
      the
      Depositary for such Global Debenture or a nominee thereof.




-20-


(e)Debt
      Securities distributed to holders of Book-Entry Capital Securities (as defined
      in the Trust Agreement) upon the dissolution of the Trust shall be distributed
      in the form of one or more Global Debentures registered in the name of a
      Depositary or its nominee, and deposited with the Debt Security Registrar,
      as
      custodian for such Depositary, or with such Depositary, for credit by the
      Depositary to the respective accounts of the beneficial owners of the Debt
      Securities represented thereby (or such other accounts as they may direct).
      Debt
      Securitiesdistributed to holders of Capital Securities other than
      Book-Entry Capital Securities upon the dissolution of the Trust shall not be
      issued in the form of a Global Debenture or any other form intended to
      facilitate book-entry trading in beneficial interests in such Debt
      Securities.




(f)  The
      Depositary or its nominee, as the registered owner of a Global Debenture, shall
      be the holder of such Global Debenture for all purposes under this Indenture
      and
      the Debt Securities, and owners of beneficial interests in a Global Debenture
      shall hold such interests pursuant to the Applicable Depository Procedures.
      Accordingly, any such owner's beneficial interest in a Global Debenture shall
      be
      shown only on, and the transfer of such interest shall be effected only through,
      records maintained by the Depositary or its nominee or its Depositary
      Participants. The Debt Security Registrar and the Trustee shall be entitled
      to
      deal with the Depositary for all purposes of this Indenture relating to a Global
      Debenture (including the payment of principal and interest thereon and the
      giving of instructions or directions by owners of beneficial interests therein
      and the giving of notices) as the sole holder of the Debt Security and shall
      have no obligations to the owners of beneficial interests therein. Neither
      the
      Trustee nor the Debt Security Registrar shall have any liability in respect
      of
      any transfers affected by the Depositary.




(g)  The
      rights of owners of beneficial interests in a Global Debenture shall be
      exercised only through the Depositary and shall be limited to those established
      by law and agreements between such owners and the Depositary and/or its
      Depositary Participants.




(h)  No
      holder
      of any beneficial interest in any Global Debenture held on its behalf by a
      Depositary shall have any rights under this Indenture with respect to such
      Global Debenture, and such Depositary may be treated by the Company, the Trustee
      and any agent of the Company or the Trustee as the owner of such Global
      Debenture for all purposes whatsoever. None of the Company, the Trustee nor
      any
      agent of the Company or the Trustee will have any responsibility or liability
      for any aspect of the records relating to or payments made on account of
      beneficial ownership interests of a Global Debenture or maintaining, supervising
      or reviewing any records relating to such beneficial ownership interests.
      Notwithstanding the foregoing, nothing herein shall prevent the Company, the
      Trustee or any agent of the Company or the Trustee from giving effect to any
      written certification, proxy or other authorization furnished by a Depositary
      or
      impair, as between a Depositary and such holders of beneficial interests, the
      operation of customary practices governing the exercise of the rights of the
      Depositary (or its nominee) as holder of any Debt Security.




-21-




ARTICLE
      III




PART ICULAR COVENANTS OF THE COMPANY




SECTION
      3.01. Payment of Principal, Premium and Interest; Agreed Treatment of the
      Debt Securities.




(a)  The
      Company covenants and agrees that it will duly and punctually pay or cause
      to be
      paid all payments due on the Debt Securities at the place, at the respective
      times and in the manner provided in this Indenture and the Debt Securities.
      At
      the option of the Company, each
      installment of interest on the Debt Securities may be paid (i) by mailing checks
      for such interest payable to the order of the Securityholders entitled thereto
      as they appear on the Debt Security Register or (ii) by wire transfer to any
      account with a banking institution located in the United States designated
      by
      such Securityholders to the Paying Agent no later than the related record date.
      Notwithstanding anything to the contrary contained in this Indenture or any
      Debt
      Security, if the Trust or the Trustee of the Trust is the holder of any Debt
      Security, then all payments in respect of such Debt Security shall be made
      by
      the Company in immediately available funds when due.




(b)  The
      Company and each of the Securityholders will treat the Debt Securities as
      indebtedness, and the amounts, other than payments of principal, payable in
      respect of the principal amount of such Debt Securities as interest, for all
      U.S. federal income tax purposes. All payments in respect of the Debt Securities
      will be made free and clear of U.S. withholding tax to any beneficial owner
      thereof that has provided (i) an Internal Revenue Service Form W-9 or W-8BEN
      (or
      any substitute or successor form) establishing its U.S. or non-U.S. status
      for
      U.S. federal income tax purposes, and establishing a complete exemption from
      U.S. withholding tax, or (ii) any other applicable form establishing a complete
      exemption from U.S. withholding tax.




(c)  As
      of the
      date of this Indenture, the Company represents that it has no intention to
      exercise its right under Section 2.11 to defer payments of interest on the
      Debt
      Securities by commencing an Extension Period.




SECTION
      3.02. Offices for Notices and Payments, etc.




So
      long
      as any of the Debt Securities remain outstanding, the Company will maintain
      an
      office or agency where the Debt Securities may be presented for payment, an
      office or agency where the Debt Securities may be presented for registration
      of
      transfer and for exchange as provided in this Indenture and an office or agency
      where notices and demands to or upon the Company in respect of the Debt
      Securities or of this Indenture may be served. The Company hereby appoints
      the
      Trustee at LaSalle Bank National Association, CDO Trust Services Group, Attn:
      Greg Myers, 135 South LaSalle Street, Suite 1511, Chicago, Illinois 60603 -
      Wilshire Statutory Trust IV **** as
      such
      office or agency. In case the Company shall fail to maintain any such office
      or
      shall fail to give such notice of the location or of any change in the location
      thereof, presentations and demands may be made and notices may be served at
      the
      Principal Office of the Trustee.




In
      addition to any such office or agency, the Company may from time to time
      designate one or more other offices or agencies where the Debt Securities may
      be
      presented for registration of transfer and for exchange in the manner provided
      in this Indenture, 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 for the purposes above
      mentioned. The Company will give to the Trustee prompt written notice of any
      such designation or rescission thereof.




-22-


SECTION
      3.03. Appointments to Fill Vacancies in Trustee's Office.




The
      Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
      will appoint, in the manner provided in Section 6.09, a Trustee, so that there
      shall at all times be a Trustee hereunder.




SECTION
      3.04. Provision as to Paying Agent.




(a)  If
      the
      Company shall appoint a Paying Agent other than the Trustee, it will cause
      such
      Paying Agent to execute and deliver to the Trustee an instrument in which such
      agent shall agree with the Trustee, subject to the provision of this Section
      3.04:




(1)  that
      it
      will hold all sums held by it as such agent for the payment of all payments
      due
      on the Debt Securities (whether such sums have been paid to it by the Company
      or
      by any other obligor on the Debt Securities) in trust for the benefit of the
      Securityholders;




(2)  that
      it
      will give the Trustee prompt written notice of any failure by the Company (or
      by
      any other obligor on the Debt Securities) to make any payment on the Debt
      Securities when the same shall be due and payable; and




(3)  that
      it
      will, at any time during the continuance of any Event of Default, upon the
      written request of the Trustee, forthwith pay to the Trustee all sums so held
      in
      trust by such Paying Agent.




(b)  If
      the
      Company shall act as its own Paying Agent, it will, on or before each due date
      of the payments due on the Debt Securities, set aside, segregate and hold in
      trust for the benefit of the Securityholders a sum sufficient to pay such
      payments so becoming due and will notify the Trustee in writing of any failure
      to take such action and of any failure by the Company (or by any other obligor
      under the Debt Securities) to make any payment on the Debt Securities when
      the
      same shall become due and payable.




Whenever
      the Company shall have one or more Paying Agents for the Debt Securities, it
      will, on or prior to each due date of the payments on the Debt Securities,
      deposit with a Paying Agent a sum sufficient to pay all payments so becoming
      due, such sum to be held in trust for the benefit of the Persons entitled
      thereto and (unless such Paying Agent is the Trustee) the Company shall promptly
      notify the Trustee in writing of its action or failure to act.




(c)  Anything
      in this Section 3.04 to the contrary notwithstanding, the Company may, at any
      time, for the purpose of obtaining a satisfaction and discharge with respect
      to
      the Debt Securities, or for any other reason, pay, or direct any Paying Agent
      to
      pay to the Trustee all sums held in trust by the Company or any such Paying
      Agent, such sums to be held by the Trustee upon the same terms and conditions
      herein contained.




(d)  Anything
      in this Section 3.04 to the contrary notwithstanding, the agreement to hold
      sums
      in trust as provided in this Section 3.04 is subject to Sections 12.03 and
      12.04.




-23-


(e)  The
      Company hereby initially appoints the Trustee to act as Paying Agent (the
      "Paying Agent").




SECTION
      3.05. Certificate to Trustee.




The
      Company will deliver to the Trustee on or before 120 days after the end of
      each
      fiscal year, so long as Debt Securities are outstanding hereunder, a Certificate
      stating that in the course of the performance by the signers of their duties
      as
      officers of the Company they would normally have knowledge of any default by
      the
      Company in the performance of any covenants of the Company contained herein,
      stating whether or not they have knowledge of any such default and, if so,
      specifying each such default of which the signers have knowledge and the nature
      thereof.




SECTION
      3.06. Additional Interest.




If
      and
      for so long as the Trust is the holder of all Debt Securities and is subject
      to
      or otherwise required to pay, or is required to withhold from distributions
      to
      holders of Trust Securities, any additional taxes (including withholding taxes),
      duties, assessments or other governmental charges as a result of a Tax Event,
      the Company will pay such additional amounts (the "Additional Interest") on
      the
      Debt Securities as shall be required so that the net amounts received and
      retained by the Trust for distribution to holders of Trust Securities after
      paying all taxes (including withholding taxes), duties, assessments or other
      governmental charges will be equal to the amounts the Trust would have received
      and retained for distribution to holders of Trust Securities after paying all
      taxes (including withholding taxes on distributions to holders of Trust
      Securities), duties, assessments or other governmental charges if no such
      additional taxes, duties, assessments or other governmental charges had been
      imposed. Whenever in this Indenture or the Debt Securities there is a reference
      in any context to the payment of principal of or premium, if any, or interest
      on
      the Debt Securities, such mention shall be deemed to include mention of payments
      of the Additional Interest provided for in this paragraph to the extent that,
      in
      such context, Additional Interest is, was or would be payable in respect thereof
      pursuant to the provisions of this paragraph and express mention of the payment
      of Additional Interest (if applicable) in any provisions hereof shall not be
      construed as excluding Additional Interest in those provisions hereof where
      such
      express mention is not made; provided , however ,
      that,
      notwithstanding anything to the contrary contained in this Indenture or any
      Debt
      Security, the deferral of the payment of interest during an Extension Period
      pursuant to Section 2.11 shall not defer the payment of any Additional Interest
      that may be due and payable.




SECTION
      3.07. Compliance with Consolidation Provisions.




The
      Company will not, while any of the Debt Securities remain outstanding,
      consolidate with, or merge into any other Person, or merge into itself, or
      sell,
      convey, transfer or otherwise dispose of all or substantially all of its
      property or capital stock to any other Person unless the provisions of Article
      XI hereof are complied with.




-24-


SECTION
        3.08. Limitation on Dividends.
  If
        Debt
        Securities are initially issued to the Trust or a trustee of such Trust in
        connection with the issuance of Trust Securities by the Trust (regardless
        of
        whether Debt Securities
        continue to be held by such Trust) and (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 Debt Securities by extending the interest distribution
        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 or
        (B)
        make any payment of principal of or interest or premium, if any, 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 Debt Securities 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, reclassification, combination 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 to such stock).




SECTION
      3.09. Covenants as to the Trust.




For
      so
      long as such Trust Securities remain outstanding, the Company shall maintain
      100% ownership of the Common Securities; provided , however ,
      that
      any permitted successor of the Company under this Indenture that is a U.S.
      Person may succeed to the Company's ownership of such Common Securities. The
      Company, as owner of the Common Securities, shall use commercially reasonable
      efforts to cause the Trust (a) to remain a statutory trust, except in connection
      with a distribution of Debt Securities to the holders of Trust Securities in
      liquidation of the Trust, the redemption of all of the Trust Securities or
      certain mergers, consolidations or amalgamations, each as permitted by the
      Declaration, (b) to otherwise continue to be classified as a grantor trust
      for
      United States federal income tax purposes and (c) to cause each holder of Trust
      Securities to be treated as owning an undivided beneficial interest in the
      Debt
      Securities.




-25-


ARTICLE
      IV




LISTS
      AND
      REPORTS BY THE COMPANY AND THE TRUSTEE




SECTION
      4.01. Securityholders' Lists.




The
      Company covenants and agrees that it will furnish or cause to be furnished
      to
      the Trustee:




(a)  on
      each
      regular record date for an Interest Payment Date, a list, in such form as the
      Trustee may reasonably require, of the names and addresses of the
      Securityholders as of such record date; 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;




except
      that no such lists need be furnished under this Section 4.01 so long as the
      Trustee is in possession thereof by reason of its acting as Debt Security
      Registrar.




SECTION
      4.02. Preservation and Disclosure of Lists.




(a)  The
      Trustee shall preserve, in as current a form as is reasonably practicable,
      all
      information as to the names and addresses of the Securityholders (1) contained
      in the most recent list furnished to it as provided in Section 4.01 or (2)
      received by it in the capacity of Debt Security Registrar (if so acting)
      hereunder. The Trustee may destroy any list furnished to it as provided in
      Section 4.01 upon receipt of a new list so furnished.




(b)  In
      case
      three or more Securityholders (hereinafter referred to as "applicants") apply
      in
      writing to the Trustee and furnish to the Trustee reasonable proof that each
      such applicant has owned a Debt Security for a period of at least six months
      preceding the date of such application, and such application states that the
      applicants desire to communicate with other Securityholders with respect to
      their rights under this Indenture or under such Debt Securities and is
      accompanied by a copy of the form of proxy or other communication which such
      applicants propose to transmit, then the Trustee shall within five Business
      Days
      after the receipt of such application, at the election of the Company,
      either:




(1)  afford
      such applicants access to the information preserved at the time by the Trustee
      in accordance with the provisions of subsection (a) of this Section 4.02,
      or




(2)  inform
      such applicants as to the approximate number of Securityholders whose names
      and
      addresses appear in the information preserved at the time by the Trustee in
      accordance with the provisions of subsection (a) of this Section 4.02, and as
      to the approximate cost of mailing to such Securityholders the form of proxy
      or
      other communication, if any, specified in such application.


-26-


If
      the
      Company shall elect not to afford such applicants access to such information,
      the Trustee shall, upon the written request of such applicants, mail to each
      Securityholder whose name and address appear in the information preserved at
      the
      time by the Trustee in accordance with the provisions of subsection (a) of
      this
      Section 4.02 a copy of the form of proxy or other communication which is
      specified in such request with reasonable promptness after a tender to the
      Trustee of the material to be mailed and of payment, or provision for the
      payment, of the reasonable expenses of mailing, unless within five days after
      such tender, the Trustee shall mail to such applicants, and file with the
      Securities and Exchange Commission, if permitted or required by applicable
      law,
      together with a copy of the material to be mailed, a written statement of the
      Company to the effect that such mailing would be contrary to the best interests
      of the holders of all Debt Securities, as the case may be, or would be in
      violation of applicable law. Such written statement shall specify the basis
      of
      such opinion. If said Commission, as permitted or required by applicable law,
      after opportunity for a hearing upon the objections specified in the written
      statement so filed, shall enter an order refusing to sustain any of such
      objections or if, after the entry of an order sustaining one or more of such
      objections, said Commission shall find, after notice and opportunity for
      hearing, that all the objections so sustained have been met and shall enter
      an
      order so declaring, the Trustee shall mail copies of such material to all such
      Securityholders with reasonable promptness after the entry of such order and
      the
      renewal of such tender; otherwise the Trustee shall be relieved of any
      obligation or duty to such applicants respecting their application.




(c)  Each
      and
      every Securityholder, by receiving and holding the same, agrees with the Company
      and the Trustee that neither the Company nor the Trustee nor any Paying Agent
      shall be held accountable by reason of the disclosure of any such information
      as
      to the names and addresses of the Securityholders in accordance with the
      provisions of subsection (b) of this Section 4.02, regardless of the source
      from
      which such information was derived, and that the Trustee shall not be held
      accountable by reason of mailing any material pursuant to a request made under
      said subsection (b).




SECTION
      4.03. Financial
      and Other Information.




The
      Company shall deliver to each Securityholder (1) each Report on Form 10-K and
      Form 10-Q prepared by the Company and filed with the Securities and Exchange
      Commission in accordance with the Exchange Act within 7 days after the filing
      thereof, (2) if the Company is not then (y) subject to Section 13 or 15(d)
      of
      the Exchange Act or (z) exempt from reporting pursuant to Rule 12g3-2(b)
      thereunder, the Company shall be required to provide within 45 days of the
      end
      of each calendar quarterly period and 90 days after the end of each calendar
      year, the information required to be provided by Rule 144A(d)(4) under the
      Securities Act and (3) within 30 days after the end of the fiscal year of the
      Company, Form 1099 or such other annual U.S. federal income tax information
      statement required by the Code containing such information with regard to the
      Debt Securities held by such Securityholder as is
      required by the Code and the income tax regulations of the U.S. Treasury
      thereunder.




If
      and so long as a holder of Debt Securities is an
      entity that holds a pool of debt securities or trust preferred securities,
      or a
      trustee thereof, the Company will cause copies of its regulatory reports to
      be
      delivered to the Securityholderpromptly
      following their filing with the Federal Reserve.




-27-




ARTICLE
      V




REMEDIES
      OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT




SECTION
      5.01. Events of Default.




The
      following events shall be "Events of Default" with respect to Debt
      Securities:




(a)  the
      Company defaults in the payment of any interest upon any Debt Security when
      it
      becomes due and payable (unless the Company has elected and may defer interest
      payments pursuant to Section 2.11), and continuance of such default for a period
      of 30 days; for the avoidance of doubt, an extension of any interest
      distribution period by the Company in accordance with Section 2.11 of this
      Indenture shall not constitute a default under this clause 5.01(a);
      or




(b)  the
      Company defaults in the payment of all or any part of the principal of (or
      premium, if any, on) any Debt Securities as and when the same shall become
      due
      and payable either at maturity, upon redemption, by declaration of acceleration
      pursuant to Section 5.01 of this Indenture or otherwise; or




(c)  the
      Company defaults in the payment of any interest upon any Debt Security when
      it
      becomes due and payable following the nonpayment of any such interest for 20
      or
      more consecutive quarterly periods; or




(d)  the
      Company defaults in the performance of, or breaches, any of its covenants or
      agreements in Sections 3.06, 3.07, 3.08 or 3.09 of this Indenture (other than
      a
      covenant or agreement a default in whose performance or whose breach is
      elsewhere in this Section specifically dealt with), and continuance of such
      default or breach for a period of 30 days after there has been given, by
      registered or certified mail, to the Company by the Trustee or to the Company
      and the Trustee by the holders of not less than 25% in aggregate principal
      amount of the outstanding Debt Securities, a written notice specifying such
      default or breach and requiring it to be remedied and stating that such notice
      is a "Notice of Default" hereunder; or




(e)  a
      court
      having jurisdiction in the premises shall enter a decree or order for relief
      in
      respect of the Company in an involuntary case under any applicable bankruptcy,
      insolvency or other similar law now or hereafter in effect, or appoints a
      receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
      official) of the Company or for any substantial part of its property, or orders
      the winding-up or liquidation of its affairs and such decree or order shall
      remain unstayed and in effect for a period of 90 consecutive days;
      or




(f)  the
      Company shall commence a voluntary case under any applicable bankruptcy,
      insolvency or other similar law now or hereafter in effect, shall consent to
      the
      entry of an order for relief in an involuntary case under any such law, or
      shall
      consent to the appointment of or taking possession by a receiver, liquidator,
      assignee, trustee, custodian, sequestrator (or other similar official) of the
      Company or of any substantial part of its property, or shall make any general
      assignment for the benefit of creditors, or shall fail generally to pay its
      debts as they become due; or




-28-




(g)  the
      Trust
      shall have voluntarily or involuntarily liquidated, dissolved, wound-up its
      business or otherwise terminated its existence except in connection with (1)
      the
      distribution of the Debt Securities to holders of the Trust Securities in
      liquidation of their interests in the Trust, (2) the redemption of all of the
      outstanding Trust Securities or (3) certain mergers, consolidations or
      amalgamations, each as permitted by the Declaration.




If
      an
      Event of Default specified under clause (c) of this Section 5.01 occurs and
      is
      continuing with respect to the Debt Securities, then, and in each and every
      such
      case, unless the principal of the Debt Securities shall have already become
      due
      and payable, either the Trustee or the holders of not less than 25% in aggregate
      principal amount of the Debt Securities then outstanding hereunder, by notice
      in
      writing to the Company (and to the Trustee if given by Securityholders), may
      declare the entire principal of the Debt Securities and any premium and interest
      accrued, but unpaid, thereon, if any, to be due and payable immediately, and
      upon any such declaration the same shall become immediately due and payable.
      If
      an Event of Default specified under clause (e), (f) or (g) of this Section
      5.01
      occurs, then, in each and every such case, the entire principal amount of the
      Debt Securities and any premium and interest accrued, but unpaid, thereon shall *ipso
      facto* become
      immediately due and payable without further action. Notwithstanding anything
      to
      the contrary in this Section 5.01, if at any time during the period in which
      this Indenture remains in force and effect, the Company ceases or elects to
      cease to be subject to the supervision and regulations of the Federal Reserve,
      OTS, OCC or similar regulatory authority overseeing bank, thrift, savings and
      loan or financial holding companies or similar institutions requiring
      specifications for the treatment of capital similar in nature to the capital
      adequacy guidelines under the Federal Reserve rules and regulations, then the
      first sentence of this paragraph shall be deemed to include clauses (a), (b)
      and
      (d) under this Section 5.01 as an Event of Default resulting in an acceleration
      of payment of the Debt Securities to the same extent as provided herein for
      clause (c).




With
      respect to clause (d) of this Section 5.01, the Company agrees that in the
      event
      of a breach by the Company of its covenants or agreements mentioned therein,
      any
      remedy at law or in damages may prove inadequate and therefore the Company
      agrees that the Trustee shall be entitled to injunctive relief against the
      Company in the event of any breach or threatened breach by the Company, in
      addition to any other relief (including damages) available to the Trustee under
      this Indenture or under law.




The
      foregoing provisions, however, are subject to the condition that if, at any
      time
      after the principal of the Debt Securities 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, (i) the Company
      shall pay or shall deposit with the Trustee a sum sufficient to pay all matured
      installments of interest upon all the Debt Securities and all payments on the
      Debt Securities which shall have become due otherwise than by acceleration
      (with
      interest upon all such payments and Deferred Interest, to the extent permitted
      by law) and such amount as shall be sufficient to cover reasonable compensation
      to the Trustee and each predecessor Trustee, their respective agents, attorneys
      and counsel, and all other amounts due to the Trustee pursuant to Section 6.06,
      if any, and (ii) all Events of Default under this Indenture, other than the
      non-payment of the payments on Debt Securities which shall have become due
      by
      acceleration, shall have been cured, waived or otherwise remedied as provided
      herein, and in each and every such case the holders of a majority in aggregate
      principal amount of the Debt Securities then outstanding, by written notice
      to
      the Company and to the Trustee, may waive all defaults and rescind and annul
      such declaration and its consequences, but no such waiver or rescission and
      annulment shall extend to or shall affect any subsequent default or shall impair
      any right consequent thereon; provided, however, that if the Debt Securities
      are
      held by the Trust or a trustee of the Trust, such waiver or rescission and
      annulment shall not be effective until the holders of a majority in aggregate
      liquidation amount of the outstanding Capital Securities of the Trust shall
      have
      consented to such waiver or rescission and annulment.




-29-




In
      case
      the Trustee shall have proceeded to enforce any right 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, the Trustee
      and the Securityholders shall be restored respectively to their several
      positions and rights hereunder, and all rights, remedies and powers of the
      Company, the Trustee and the Securityholders shall continue as though no such
      proceeding had been taken.




SECTION
      5.02. Payment of Debt Securities on Default; Suit Therefor.




The
      Company covenants that upon the occurrence of an Event of Default pursuant
      to
      paragraphs (c), (e), (f) or (g) of Section 5.01, and upon demand of the Trustee,
      the Company will pay to the Trustee, for the benefit of the Securityholders,
      the
      whole amount that then shall have become due and payable on all Debt Securities
      including Deferred Interest accrued on the Debt Securities; and, in addition
      thereto, such further amount as shall be sufficient to cover the costs and
      expenses of collection, including a reasonable compensation to the Trustee,
      its
      agents, attorneys and counsel, and any other amounts due to the Trustee under
      Section 6.06. In case the Company shall fail forthwith to pay such amounts
      upon
      such demand, the Trustee, in its own name and as trustee of an express trust,
      shall be entitled and empowered to institute any actions 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 any other obligor on such
      Debt Securities and collect in the manner provided by law out of the property
      of
      the Company or any other obligor on such Debt Securities wherever situated
      the
      moneys adjudged or decreed to be payable.




In
      case
      there shall be pending proceedings for the bankruptcy or for the reorganization
      of the Company or any other obligor on the Debt Securities under Bankruptcy
      Law,
      or in case a receiver or trustee shall have been appointed for the property
      of
      the Company or such other obligor, or in the case of any other similar judicial
      proceedings relative to the Company or other obligor upon the Debt Securities,
      or to the creditors or property of the Company or such other obligor, the
      Trustee, irrespective of whether the principal of the Debt Securities shall
      then
      be due and payable as therein expressed or by declaration of acceleration or
      otherwise and irrespective of whether the Trustee shall have made any demand
      pursuant to the provisions of this Section 5.02, shall be entitled and
      empowered, by intervention in such proceedings or otherwise, to file and prove
      a
      claim or claims for the whole amount of principal and interest owing and unpaid
      in respect of the Debt Securities and, in case of any judicial proceedings,
      to
      file such proofs of claim and other papers or documents as may be necessary
      or
      advisable in order to have the claims of the Trustee (including any claim for
      reasonable compensation to the Trustee and each predecessor Trustee, and their
      respective agents, attorneys and counsel, and for reimbursement of all other
      amounts due to the Trustee under Section 6.06) and of the Securityholders
      allowed in such judicial proceedings relative to the Company or any other
      obligor on the Debt Securities, or to the creditors or property of the Company
      or such other obligor, unless prohibited by applicable law and regulations,
      to
      vote on behalf of the Securityholders in any election of a trustee or a standby
      trustee in arrangement, reorganization, liquidation or other bankruptcy or
      insolvency proceedings or Person performing similar functions in comparable
      proceedings, and to collect and receive any moneys or other property payable
      or
      deliverable on any such claims, and to distribute the same after the deduction
      of its charges and expenses; and any receiver, assignee or trustee in bankruptcy
      or reorganization is hereby authorized by each of the Securityholders to make
      such payments to the Trustee, and, in the event that the Trustee shall consent
      to the making of such payments directly to the Securityholders, to pay to the
      Trustee such amounts as shall be sufficient to cover reasonable compensation
      to
      the Trustee, each predecessor Trustee and their respective agents, attorneys
      and
      counsel, and all other amounts due to the Trustee under Section
      6.06.


-30-




Nothing
      herein contained shall be construed to authorize the Trustee to authorize or
      consent to or accept or adopt on behalf of any Securityholder any plan of
      reorganization, arrangement, adjustment or composition affecting the Debt
      Securities or the rights of any holder thereof or to authorize the Trustee
      to
      vote in respect of the claim of any Securityholder in any such
      proceeding.




All
      rights of action and of asserting claims under this Indenture, or under any
      of
      the Debt Securities, may be enforced by the Trustee without the possession
      of
      any of the Debt Securities, 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 be for the ratable benefit of the
      Securityholders.




In
      any
      proceedings brought by the Trustee (and also any proceedings involving the
      interpretation of any provision of this Indenture to which the Trustee shall
      be
      a party) the Trustee shall be held to represent all the Securityholders, and
      it
      shall not be necessary to make any Securityholders parties to any such
      proceedings.




SECTION
      5.03. Application of Moneys Collected by Trustee.




Any
      moneys collected by the Trustee shall be applied in the following order, at
      the
      date or dates specified pursuant hereto for the distribution of such moneys,
      upon presentation of the several Debt Securities in respect of which moneys
      have
      been collected, and stamping thereon the payment, if only partially paid, and
      upon surrender thereof if fully paid:




First :
        To the
        payment of costs and expenses incurred by, and reasonable fees of, the Trustee,
        its agents, attorneys and counsel, and of all other amounts due to the Trustee
        under Section 6.06;


-31-




Second :
      To the
      payment of all Senior Indebtedness of the Company if and to the extent required
      by Article XV;




Third :
      To the
      payment of the amounts then due and unpaid upon Debt Securities, in respect
      of
      which or for the benefit of which money has been collected, ratably, without
      preference or priority of any kind, according to the amounts due on such Debt
      Securities; and




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




SECTION
      5.04. Proceedings by Securityholders.




No
      Securityholder shall have any right to institute any suit, action or proceeding
      for any remedy hereunder, unless such Securityholder previously shall have
      given
      to the Trustee written notice of an Event of Default with respect to the Debt
      Securities and unless the holders of not less than 25% in aggregate principal
      amount of the Debt Securities then outstanding shall have given the Trustee
      a
      written request to institute such action, suit or proceeding and shall have
      offered to the Trustee such reasonable indemnity as it may require against
      the
      costs, expenses and liabilities to be incurred thereby, and 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; provided ,
      that no
      Securityholder shall have any right to prejudice the rights of any other
      Securityholder, obtain priority or preference over any other such Securityholder
      or enforce any right under this Indenture except in the manner herein provided
      and for the equal, ratable and common benefit of all
      Securityholders.




Notwithstanding
      any other provisions in this Indenture, however, the right of any Securityholder
      to receive payment of the principal of, premium, if any, and interest on such
      Debt Security when due, or to institute suit for the enforcement of any such
      payment, shall not be impaired or affected without the consent of such
      Securityholder. For the protection and enforcement of the provisions of this
      Section, each and every Securityholder and the Trustee shall be entitled to
      such
      relief as can be given either at law or in equity.




SECTION
      5.05. Proceedings by Trustee.




In
      case
      of an Event of Default hereunder 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 by suit in equity or by action
      at
      law or by proceeding 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.




-32-


SECTION
      5.06. Remedies Cumulative and Continuing.




Except
      as
      otherwise provided in Section 2.06, all powers and remedies given by this
      Article V to the Trustee or to the Securityholders 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 Securityholders, 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 the Debt Securities, and no delay or omission of the Trustee
      or
      of any Securityholder to exercise any right or power accruing upon any Event
      of
      Default occurring and continuing as aforesaid shall impair any such right or
      power, or shall be construed to be a waiver of any such default or an
      acquiescence therein; and, subject to the provisions of Section 5.04, every
      power and remedy given by this Article V or by law to the Trustee or to the
      Securityholders may be exercised from time to time, and as often as shall be
      deemed expedient, by the Trustee or by the Securityholders.




SECTION
      5.07. Direction of Proceedings and Waiver of Defaults by Majority of
      Securityholders.




The
      holders of a majority in aggregate principal amount of the Debt Securities
      affected (voting as one class) at the time outstanding and, if the Debt
      Securities are held by the Trust or a trustee of the Trust, the holders of
      a
      majority in aggregate liquidation amount of the outstanding Capital Securities
      of the Trust shall have the right to direct the time, method and place of
      conducting any proceeding for any remedy available to the Trustee, or exercising
      any trust or power conferred on the Trustee with respect to such Debt
      Securities; provided , however ,
      that if
      the Debt Securities are held by the Trust or a trustee of the Trust, such time,
      method and place or such exercise, as the case may be, may not be so directed
      until the holders of a majority in aggregate liquidation amount of the
      outstanding Capital Securities of the Trust shall have directed such time,
      method and place or such exercise, as the case may be; provided, further, that
      (subject to the provisions of Section 6.01) the Trustee shall have the right
      to
      decline to follow any such direction if the Trustee being advised by counsel
      shall determine that the action so directed would be unjustly prejudicial to
      the
      holders not taking part in such direction or if the Trustee being advised by
      counsel determines that the action or proceeding so directed may not lawfully
      be
      taken or if a Responsible Officer of the Trustee shall determine that the action
      or proceedings so directed would involve the Trustee in personal liability.
      Prior to any declaration of acceleration, or ipso facto acceleration, of the
      maturity of the Debt Securities, the holders of a majority in aggregate
      principal amount of the Debt Securities at the time outstanding may on behalf
      of
      the holders of all of the Debt Securities waive (or modify any previously
      granted waiver of) any past default or Event of Default and its consequences,
      except a default (a) in the payment of principal of, premium, if any, or
      interest on any of the Debt Securities, (b) in respect of covenants or
      provisions hereof which cannot be modified or amended without the consent of the
      holder of each Debt Security affected, or (c) in respect of the covenants
      contained in Section 3.09; provided , however ,
      that if
      the Debt Securities 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 Amount of the 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 Debt Security is required, such
      waiver or modification to such waiver shall not be effective until each holder
      of the outstanding Capital Securities of the Trust shall have consented to
      such
      waiver or modification to such waiver. Upon any such waiver or modification
      to
      such waiver, the Default or Event of Default covered thereby shall be deemed
      to
      be cured for all purposes of this Indenture and the Company, the Trustee and
      the
      Securityholders shall be restored to their former positions and rights
      hereunder, respectively; but no such waiver or modification to such waiver
      shall
      extend to any subsequent or other Default or Event of Default or impair any
      right consequent thereon. Whenever any Default or Event of Default hereunder
      shall have been waived as permitted by this Section 5.07, said Default or Event
      of Default shall for all purposes of the Debt Securities and this Indenture
      be
      deemed to have been cured and to be not continuing.




-33-




SECTION
      5.08. Notice of Defaults.




The
      Trustee shall, within 90 days after a Responsible Officer of the Trustee shall
      have actual knowledge or received written notice of the occurrence of a Default
      with respect to the Debt Securities, mail to all Securityholders, as the names
      and addresses of such Securityholders appear upon the Debt Security Register,
      notice of all Defaults with respect to the Debt Securities actually known to
      the
      Trustee, unless such defaults shall have been cured before the giving of such
      notice (the term "defaults" for the purpose of this Section 5.08 being hereby
      defined to be the events specified in subsections (a), (b), (c), (d), (e),
      (f)
      and (g) of Section 5.01, not including periods of grace, if any, provided for
      therein); provided ,
      that,
      except in the case of default in the payment of the principal of, premium,
      if
      any, or interest on any of the Debt Securities, the Trustee shall be protected
      in withholding such notice if and so long as a Responsible Officer of the
      Trustee in good faith determines that the withholding of such notice is in
      the
      interests of the Securityholders.




SECTION
      5.09. Undertaking to Pay Costs.




All
      parties to this Indenture agree, and each Securityholder by such
      Securityholder'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 5.09 shall not apply to any suit instituted
      by the Trustee, to any suit instituted by any Securityholder, or group of
      Securityholders, holding in the aggregate more than 10% in principal amount
      of
      the Debt Securities (or, if such Debt Securities are held by the Trust or a
      trustee of the Trust, more than 10% in liquidation amount of the outstanding
      Capital Securities), to any suit instituted by any Securityholder for the
      enforcement of the payment of the principal of (or premium, if any) or interest
      on any Debt Security against the Company on or after the same shall have become
      due and payable, or to any suit instituted in accordance with Section
      14.12.




ARTICLE
        VI
  CONCERNING
        THE TRUSTEE
  SECTION
        6.01. Duties and Responsibilities of Trustee.
  With
        respect to the holders of Debt Securities issued hereunder, the Trustee,
        prior
        to the occurrence of an Event of Default with respect to the Debt Securities
        and
        after the curing or waiving of all Events of Default which may have occurred,
        with respect to the Debt Securities, undertakes to perform such duties and
        only
        such duties as are specifically set forth in this Indenture. In case an Event
        of
        Default with respect to the Debt Securities has occurred (which 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
        their exercise, as a prudent person would exercise or use under the
        circumstances in the conduct of such person's own affairs.




-34-




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




(a)  prior
      to
      the occurrence of an Event of Default with respect to the Debt Securities and
      after the curing or waiving of all Events of Default which may have
      occurred




(1)  the
      duties and obligations of the Trustee with respect to the Debt Securities shall
      be determined solely by the express provisions of this Indenture, and the
      Trustee shall not be liable except for the performance of such duties and
      obligations with respect to the Debt Securities 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 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 which by any provision hereof are specifically
      required to be furnished to the Trustee, the Trustee shall be under a duty
      to
      examine the same to determine whether or not they conform on their face to
      the
      requirements of this Indenture;




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




(c)  the
      Trustee shall not be liable with respect to any action taken or omitted to
      be
      taken by it in good faith, in accordance with the direction of the
      Securityholders pursuant to Section 5.07, 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;




(d)  the
        Trustee shall not be charged with knowledge of any Default or Event of Default
        with respect to the Debt Securities unless either (1) a Responsible Officer
        shall have actual knowledge of such Default or Event of Default or (2) written
        notice of such Default or Event of Default shall have been given to the Trustee
        by the Company or any other obligor on the Debt Securities or by any
        Securityholder, except with respect to an Event of Default pursuant to Sections
        5.01(a), 5.01(b) or 5.01(c) hereof (other than an Event of Default resulting
        from the default in the payment of Additional Interest or premium, if any,
        if
        the Trustee does not have actual knowledge or written notice that such payment
        is due and payable), of which the Trustee shall be deemed to have knowledge;
        and




-35-




(e)  in
      the
      absence of bad faith on the part of the Trustee, the Trustee may seek and rely
      on reasonable instructions from the Company.




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.




SECTION
      6.02. Reliance on Documents, Opinions, etc.




Except
      as
      otherwise provided in Section 6.01:




(a)  the
      Trustee may conclusively rely and shall be fully protected in acting or
      refraining from acting upon any resolution, certificate, statement, instrument,
      opinion, report, notice, request, consent, order, bond, note, debenture or
      other
      paper or document believed by it in good faith 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 an Officers' Certificate (unless other evidence in
      respect thereof be herein specifically prescribed); and any Board Resolution
      may
      be evidenced to the Trustee by a copy thereof certified by the Secretary or
      an
      Assistant Secretary of the Company;




(c)  the
      Trustee may consult with counsel of its selection and any advice or Opinion
      of
      Counsel shall be full and complete authorization and protection in respect
      of
      any action taken, suffered or omitted by it hereunder in good faith and in
      accordance with such advice or Opinion of Counsel;




(d)  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
      Securityholders, pursuant to the provisions of this Indenture, unless such
      Securityholders shall have offered to the Trustee reasonable security or
      indemnity against the costs, expenses and liabilities which may be incurred
      therein or thereby;




(e)  the
      Trustee shall not be liable for any action taken or omitted by it in good faith
      and reasonably believed by it to be authorized or within the discretion or
      rights or powers conferred upon it by this Indenture; nothing contained herein
      shall, however, relieve the Trustee of the obligation, upon the occurrence
      of an
      Event of Default with respect to the Debt Securities (that has not been cured
      or
      waived) to exercise with respect to the Debt Securities such of the rights
      and
      powers vested in it by this Indenture, and to use the same degree of care and
      skill in their
      exercise, as a prudent person would exercise or use under the circumstances
      in
      the conduct of such person's own affairs;  (f)  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, debenture, coupon or other
        paper or document, unless requested in writing to do so by the holders of
        not
        less than a majority in aggregate principal amount of the outstanding Debt
        Securities affected thereby; 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 expense or liability as a condition to
        so
        proceeding; and




-36-




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




SECTION
      6.03. No Responsibility for Recitals, etc.




The
      recitals contained herein and in the Debt Securities (except in the certificate
      of authentication of the Trustee or the Authenticating Agent) shall be taken
      as
      the statements of the Company and the Trustee and the Authenticating Agent
      assume no responsibility for the correctness of the same. The Trustee and the
      Authenticating Agent make no representations as to the validity or sufficiency
      of this Indenture or of the Debt Securities. The Trustee and the Authenticating
      Agent shall not be accountable for the use or application by the Company of
      any
      Debt Securities or the proceeds of any Debt Securities authenticated and
      delivered by the Trustee or the Authenticating Agent in conformity with the
      provisions of this Indenture.




SECTION
      6.04. Trustee, Authenticating Agent, Paying Agents, Transfer Agents or
      Registrar May Own Debt Securities.




The
      Trustee or any Authenticating Agent or any Paying Agent or any transfer agent
      or
      any Debt Security Registrar, in its individual or any other capacity, may become
      the owner or pledgee of Debt Securities with the same rights it would have
      if it
      were not Trustee, Authenticating Agent, Paying Agent, transfer agent or Debt
      Security Registrar.




SECTION
      6.05. Moneys to be Held in Trust.




Subject
      to the provisions of Section 12.04, all moneys received by the Trustee or any
      Paying Agent shall, until used or applied as herein provided, be held in trust
      for the purpose for which they were received, but need not be segregated from
      other funds except to the extent required by law. The Trustee and any Paying
      Agent shall be under no liability for interest on any money received by it
      hereunder except as otherwise agreed in writing with the Company. So long as
      no
      Event of Default shall have occurred and be continuing, all interest allowed
      on
      any such moneys, if any, shall be paid from time to time to the Company upon
      the
      written order of the Company, signed by the Chairman of the Board of Directors,
      the President, the Chief Operating Officer, a Vice President, the Treasurer
      or
      an Assistant Treasurer of the Company.


-37-




SECTION
      6.06. Compensation and Expenses of Trustee.




Other
      than as provided in the Fee Agreement of even date herewith between Cohen &
Company, the Trustee and the Company, the Company covenants and agrees to pay
      to
      the Trustee from time to time, and the Trustee shall be entitled to, such
      compensation as shall be agreed to in writing between the Company and the
      Trustee (which shall not be limited by any provision of law in regard to the
      compensation of a trustee of an express trust), and the Company will pay or
      reimburse the Trustee upon its written request for all documented 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 reasonable expenses and disbursements of its
      counsel and of all Persons not regularly in its employ) except any such expense,
      disbursement or advance that arises from its negligence, willful misconduct
      or
      bad faith. The Company also covenants to indemnify each of the Trustee
      (including in its individual capacity) and any predecessor Trustee (and its
      officers, agents, directors and employees) for, and to hold it harmless against,
      any and all loss, damage, claim, liability or expense including taxes (other
      than taxes based on the income of the Trustee), except to the extent such loss,
      damage, claim, liability or expense results from the negligence, willful
      misconduct or bad faith of such indemnitee, arising out of or in connection
      with
      the acceptance or administration of this Trust, including the costs and expenses
      of defending itself against any claim or liability in the premises. The
      obligations of the Company under this Section 6.06 to compensate and indemnify
      the Trustee and to pay or reimburse the Trustee for documented expenses,
      disbursements and advances shall constitute additional indebtedness hereunder.
      Such additional indebtedness shall be secured by (and the Company hereby grants
      and pledges to the Trustee) a lien prior to that of the Debt Securities 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 Debt
      Securities.




Without
      prejudice to any other rights available to the Trustee under applicable law,
      when the Trustee incurs expenses or renders services in connection with an
      Event
      of Default specified in subsections (e), (f) or (g) of Section 5.01, the
      expenses (including the reasonable charges and expenses of its counsel) and
      the
      compensation for the services are intended to constitute expenses of
      administration under any applicable federal or state bankruptcy, insolvency
      or
      other similar law.




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




Notwithstanding
      anything in this Indenture or any Debt Security to the contrary, the Trustee
      shall have no obligation whatsoever to advance funds to pay any principal of
      or
      interest on or other amounts with respect to the Debt Securities or otherwise
      advance funds to or on behalf of the Company.




SECTION
        6.07. Officers' Certificate as Evidence.
  Except
        as
        otherwise provided in Sections 6.01 and 6.02, 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 omitting
        any
        action hereunder, such matter (unless other evidence in respect thereof be
        herein specifically prescribed) may, in the absence of negligence, willful
        misconduct 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, willful misconduct or bad
        faith
        on the part of the Trustee, shall be full warrant to the Trustee for any
        action
        taken or omitted by it under the provisions of this Indenture upon the faith
        thereof.


-38-




SECTION
      6.08. Eligibility of Trustee.




The
      Trustee hereunder shall at all times be a U.S. Person that is a banking
      corporation or national banking association organized and doing business under
      the laws of the United States of America or any state thereof or of the District
      of Columbia and authorized under such laws to exercise corporate trust powers,
      having a combined capital and surplus of at least fifty million U.S. dollars
      ($50,000,000) and subject to supervision or examination by federal, state,
      or
      District of Columbia authority. If such corporation or national banking
      association 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 6.08 the combined capital and surplus of such
      corporation or national banking association shall be deemed to be its combined
      capital and surplus as set forth in its most recent records 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,
      notwithstanding that such corporation or national banking association shall
      be
      otherwise eligible and qualified under this Article.




In
      case
      at any time the Trustee shall cease to be eligible in accordance with the
      provisions of this Section 6.08, the Trustee shall resign immediately in the
      manner and with the effect specified in Section 6.09.




If
      the
      Trustee has or shall acquire any "conflicting interest" within the meaning
      of §
310(b) of the Trust Indenture Act, the Trustee shall either eliminate such
      interest or resign, to the extent and in the manner provided by, and subject
      to
      this Indenture.




SECTION
      6.09. Resignation or Removal of Trustee, Calculation Agent, Paying Agent or
      Debt Security Registrar.




(a)  The
      Trustee, or any trustee or trustees hereafter appointed, the Calculation Agent,
      the Paying Agent and any Debt Security Registrar may at any time resign by
      giving written notice of such resignation to the Company and by mailing notice
      thereof, at the Company's expense, to the Securityholders at their addresses
      as
      they shall appear on the Debt Security Register. Upon receiving such notice
      of
      resignation, the Company shall promptly appoint a successor or successors by
      written instrument, in duplicate, executed by order of its Board of Directors,
      one copy of which instrument shall be delivered to the resigning party and
      one
      copy to the successor. If no successor shall have been so appointed and have
      accepted appointment within 30 days after the mailing of such notice of
      resignation to the affected Securityholders, the resigning party may petition
      any court of competent jurisdiction for the appointment of a successor, or
      any
      Securityholder who has been a bona fide holder of a Debt Security or Debt
      Securities for at least six months may, subject to the provisions of Section
      5.09, on behalf of himself or herself and all others similarly situated,
      petition any such court for the appointment of a successor. Such court may
      thereupon, after such notice, if any, as it may deem proper and prescribe,
      appoint a successor.




-39-




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




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




(2)  the
      Trustee shall cease to be eligible in accordance with the provisions of Section
      6.08 and shall fail to resign after written request therefor by the Company
      or
      by any such Securityholder, or




(3)  the
      Trustee shall become incapable of acting, or shall be adjudged bankrupt or
      insolvent, or a receiver of the Trustee or of its property shall be appointed,
      or any public officer shall take charge or control of the Trustee or of its
      property or affairs for the purpose of rehabilitation, conservation or
      liquidation,




then,
      in
      any such case, the Company may remove the Trustee and appoint a successor
      Trustee by written instrument, in duplicate, executed by order of the Board
      of
      Directors, one copy of which instrument shall be delivered to the Trustee so
      removed and one copy to the successor Trustee, or, subject to the provisions
      of
      Section 5.09, if no successor Trustee shall have been so appointed and have
      accepted appointment within 30 days of the occurrence of any of (1), (2) or
      (3)
      above, any Securityholder who has been a bona fide holder of a Debt Security
      or
      Debt Securities for at least six months may, on behalf of himself or herself
      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)  Upon
      prior written notice to the Company and the Trustee, the holders of a majority
      in aggregate principal amount of the Debt Securities at the time outstanding
      may
      at any time remove the Trustee and nominate a successor Trustee, which shall
      be
      deemed appointed as successor Trustee unless within ten Business Days after
      such
      nomination the Company objects thereto, in which case or in the case of a
      failure by such Securityholders to nominate a successor Trustee, the Trustee
      so
      removed or any Securityholder, upon the terms and conditions and otherwise
      as in
      subsection (a) of this Section 6.09 provided, may petition any court of
      competent jurisdiction for an appointment of a successor.




(d)  Any
        resignation or removal of the Trustee, the Calculation Agent, the Paying
        Agent
        and any Debt Security Registrar and appointment of a successor pursuant to
        any
        of the provisions of this Section 6.09 shall become effective upon acceptance
        of
        appointment by the successor as provided in Section 6.10.
  SECTION
        6.10. Acceptance by Successor.
  Any
        successor Trustee, Calculation Agent, Paying Agent or Debt Security Registrar
        appointed as provided in Section 6.09 shall execute, acknowledge and deliver
        to
        the Company and to its predecessor an instrument accepting such appointment
        hereunder, and thereupon the resignation or removal of the retiring party
        shall
        become effective and such successor, without any further act, deed or
        conveyance, shall become vested with all the rights, powers, duties and
        obligations with respect to the Debt Securities of its predecessor hereunder,
        with like effect as if originally named herein; but, nevertheless, on the
        written request of the Company or of the successor, the party ceasing to
        act
        shall, upon payment of the amounts then due it pursuant to the provisions
        of
        Section 6.06, execute and deliver an instrument transferring to such successor
        all the rights and powers of the party so ceasing to act and shall duly assign,
        transfer and deliver to such successor all property and money held by such
        retiring party hereunder. Upon reasonable request of any such successor,
        the
        Company shall execute any and all instruments in writing for more fully and
        certainly vesting in and confirming to such successor all such rights and
        powers. Any party ceasing to act shall, nevertheless, retain a lien upon
        all
        property or funds held or collected to secure any amounts then due it pursuant
        to the provisions of Section 6.06.


-40-




If
      a
      successor Trustee is appointed, the Company, the retiring Trustee and the
      successor Trustee shall execute and deliver an indenture supplemental hereto
      which shall contain such provisions as shall be deemed necessary or desirable
      to
      confirm that all the rights, powers, trusts and duties of the retiring Trustee
      with respect to the Debt Securities as to which the predecessor Trustee is
      not
      retiring shall continue to be vested in the predecessor Trustee, and shall
      add
      to or change any of the provisions of this Indenture as shall be necessary
      to
      provide for or facilitate the administration of the Trust hereunder by more
      than
      one Trustee, it being understood that nothing herein or in such supplemental
      indenture shall constitute such Trustees co-trustees of the same trust and
      that
      each such Trustee shall be Trustee of a trust or trusts hereunder separate
      and
      apart from any trust or trusts hereunder administered by any other such
      Trustee.




No
      successor Trustee shall accept appointment as provided in this Section 6.10
      unless at the time of such acceptance such successor Trustee shall be eligible
      and qualified under the provisions of Section 6.08.




In
      no
      event shall a retiring Trustee, Calculation Agent, Paying Agent or Debt Security
      Registrar be liable for the acts or omissions of any successor
      hereunder.




Upon
      acceptance of appointment by a successor Trustee, Calculation Agent, Paying
      Agent or Debt Security Registrar as provided in this Section 6.10, the Company
      shall mail notice of the succession to the Securityholders at their addresses
      as
      they shall appear on the Debt Security Register. If the Company fails to mail
      such notice within ten Business Days after the
      acceptance of appointment by the successor, the successor shall cause such
      notice to be mailed at the expense of the Company.  SECTION
        6.11. Succession by Merger, etc.
  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
        all or substantially all of the corporate trust business of the Trustee,
        shall
        be the successor of the Trustee hereunder without the execution or filing
        of any
        paper or any further act on the part of any of the parties hereto; provided ,
        that
        such Person shall be otherwise eligible and qualified under this
        Article.


-41-




In
      case
      at the time such successor to the Trustee shall succeed to the trusts created
      by
      this Indenture any of the Debt Securities shall have been authenticated but
      not
      delivered, any such successor to the Trustee may adopt the certificate of
      authentication of any predecessor Trustee, and deliver such Debt Securities
      so
      authenticated; and in case at that time any of the Debt Securities shall not
      have been authenticated, any successor to the Trustee may authenticate such
      Debt
      Securities either in the name of any predecessor hereunder or in the name of
      the
      successor Trustee; and in all such cases such certificates shall have the full
      force which it is anywhere in the Debt Securities or in this Indenture provided
      that the certificate of the Trustee shall have; provided , however ,
      that
      the right to adopt the certificate of authentication of any predecessor Trustee
      or authenticate Debt Securities in the name of any predecessor Trustee shall
      apply only to its successor or successors by merger, conversion or
      consolidation.




SECTION
      6.12. Authenticating Agents.




There
      may
      be one or more Authenticating Agents appointed by the Trustee upon the request
      of the Company with power to act on its behalf and subject to its direction
      in
      the authentication and delivery of Debt Securities issued upon exchange or
      registration of transfer thereof as fully to all intents and purposes as though
      any such Authenticating Agent had been expressly authorized to authenticate
      and
      deliver Debt Securities; provided, that the Trustee shall have no liability
      to
      the Company for any acts or omissions of the Authenticating Agent with respect
      to the authentication and delivery of Debt Securities. Any such Authenticating
      Agent shall at all times be a Person organized and doing business under the
      laws
      of the United States or of any state or territory thereof or of the District
      of
      Columbia authorized under such laws to act as Authenticating Agent, having
      a
      combined capital and surplus of at least $50,000,000 and being subject to
      supervision or examination by federal, state, territorial or District of
      Columbia authority. If such Person publishes reports of condition at least
      annually pursuant to law or the requirements of such authority, then for the
      purposes of this Section 6.12 the combined capital and surplus of such Person
      shall be deemed to be its combined capital and surplus as set forth in its
      most
      recent report of condition so published. If at any time an Authenticating Agent
      shall cease to be eligible in accordance with the provisions of this Section,
      it
      shall resign immediately in the manner and with the effect herein specified
      in
      this Section.




Any
      Person into which any Authenticating Agent may be merged or converted or with
      which it may be consolidated, or any Person resulting from any merger,
      consolidation or conversion to which any Authenticating Agent shall be a party,
      or any Person succeeding to all or
      substantially all of the corporate trust business of any Authenticating Agent,
      shall be the successor of such Authenticating Agent hereunder, if such successor
      Person is otherwise eligible under this Section 6.12 without the execution
      or
      filing of any paper or any further act on the part of the parties hereto or
      such
      Authenticating Agent.  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
        terminate the agency of any Authenticating Agent with respect to the Debt
        Securities by giving written notice of termination to such Authenticating
        Agent
        and to the Company. Upon receiving such a notice of resignation or upon such
        a
        termination, or in case at any time any Authenticating Agent shall cease
        to be
        eligible under this Section 6.12, the Trustee may, and upon the request of
        the
        Company shall, promptly appoint a successor Authenticating Agent eligible
        under
        this Section 6.12, shall give written notice of such appointment to the Company
        and shall mail notice of such appointment to all Securityholders as the names
        and addresses of such Securityholders appear on the Debt Security Register.
        Any
        successor Authenticating Agent upon acceptance of its appointment hereunder
        shall become vested with all rights, powers, duties and responsibilities
        with
        respect to the Debt Securities of its predecessor hereunder, with like effect
        as
        if originally named as Authenticating Agent herein.


-42-




Other
      than as provided in the Fee Agreement of even date herewith between Cohen &
Company, the Company and the Trustee, the Company agrees to pay to any
      Authenticating Agent from time to time reasonable compensation for its services.
      Any Authenticating Agent shall have no responsibility or liability for any
      action taken by it as such in accordance with the directions of the Trustee
      and
      shall receive such reasonable indemnity as it may require against the costs,
      expenses and liabilities incurred in furtherance of its duties under this
      Section 6.12.




ARTICLE
      VII




CONCERNING
      THE SECURITYHOLDERS




SECTION
      7.01. Action by Securityholders.




Whenever
      in this Indenture it is provided that the holders of a specified percentage
      in
      aggregate principal amount of the Debt Securities or aggregate Liquidation
      Amount of the Capital Securities 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 specified percentage have joined therein may be evidenced (a)
      by
      any instrument or any number of instruments of similar tenor executed by such
      Securityholders or holders of Capital Securities, as the case may be, in person
      or by agent or proxy appointed in writing, or (b) by the record of such
      Securityholders voting in favor thereof at any meeting of such Securityholders
      duly called and held in accordance with the provisions of Article VIII or of
      such holders of Capital Securities duly called and held in accordance with
      the
      provisions of the Declaration, or (c) by a combination of such instrument or
      instruments and any such record of such a meeting of such Securityholders or
      holders of Capital Securities, as the case may be, or (d) by any other method
      the Trustee deems satisfactory.




If
      the Company shall solicit from the Securityholders
      any request, demand, authorization, direction, notice, consent, waiver or other
      action or revocation of the same, the Company may, at its option, as evidenced
      by an Officers' Certificate, fix in advance a record date for such Debt
      Securities for the determination of Securityholders entitled to give such
      request, demand, authorization, direction, notice, consent, waiver or other
      action or revocation of the same, 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 or revocation of the same
      may
      be given before or after the record date, but only the Securityholders of record
      at the close of business on the record date shall be deemed to be
      Securityholders for the purposes of determining whether holders of the requisite
      proportion of outstanding Debt Securities have authorized or agreed or consented
      to such request, demand, authorization, direction, notice, consent, waiver
      or
      other action or revocation of the same, and for that purpose the outstanding
      Debt Securities shall be computed as of the record date; provided,however,
      that no
      such authorization, agreement or consent by such Securityholders 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.




-43-




SECTION
      7.02. Proof of Execution by Securityholders.




Subject
      to the provisions of Sections 6.01, 6.02 and 8.05, proof of the execution of
      any
      instrument by a Securityholder or such Securityholder's agent or proxy shall
      be
      sufficient if made in accordance with such reasonable rules and regulations
      as
      may be prescribed by the Trustee or in such manner as shall be satisfactory
      to
      the Trustee. The ownership of Debt Securities shall be proved by the Debt
      Security Register or by a certificate of the Debt Security Registrar. The
      Trustee may require such additional proof of any matter referred to in this
      Section as it shall deem necessary.




The
      record of any Securityholders' meeting shall be proved in the manner provided
      in
      Section 8.06.




SECTION
      7.03. Who Are Deemed Absolute Owners.




Prior
      to
      due presentment for registration of transfer of any Debt Security, the Company,
      the Trustee, any Authenticating Agent, any Paying Agent, any transfer agent
      and
      any Debt Security Registrar may deem the Person in whose name such Debt Security
      shall be registered upon the Debt Security Register to be, and may treat such
      Person as, the absolute owner of such Debt Security (whether or not such Debt
      Security shall be overdue) for the purpose of receiving payment of or on account
      of the principal of, premium, if any, and interest on such Debt Security and
      for
      all other purposes; and neither the Company nor the Trustee nor any
      Authenticating Agent nor any Paying Agent nor any transfer agent nor any Debt
      Security Registrar shall be affected by any notice to the contrary. All such
      payments so made to any Securityholder for the time being or upon such
      Securityholder's order shall be valid, and, to the extent of the sum or sums
      so
      paid, effectual to satisfy and discharge the liability for moneys payable upon
      any such Debt Security.




SECTION
        7.04. Debt Securities Owned by Company Deemed Not
        Outstanding.
  In
        determining whether the holders of the requisite aggregate principal amount
        of
        Debt Securities have concurred in any direction, consent or waiver under
        this
        Indenture, Debt Securities which are owned by the Company or any other obligor
        on the Debt Securities or by any Person directly or indirectly controlling
        or
        controlled by or under direct or indirect common control with the Company
        (other
        than the Trust) or any other obligor on the Debt Securities shall be disregarded
        and deemed not to be outstanding for the purpose of any such determination; provided ,
        that
        for the purposes of determining whether the Trustee shall be protected in
        relying on any such direction, consent or waiver, only Debt Securities which
        a
        Responsible Officer of the Trustee actually knows are so owned shall be so
        disregarded. Debt Securities so owned which have been pledged in good faith
        may
        be regarded as outstanding for the purposes of this Section 7.04 if the pledgee
        shall establish to the satisfaction of the Trustee the pledgee's right to
        vote
        such Debt Securities and that the pledgee is not the Company or any such
        other
        obligor or Person directly or indirectly controlling or controlled by or
        under
        direct or indirect common control with the Company or any such other obligor.
        In
        the 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.


-44-




SECTION
      7.05. Revocation of Consents; Future Securityholders Bound.




At
      any
      time prior to (but not after) the evidencing to the Trustee, as provided in
      Section 7.01, of the taking of any action by the holders of the percentage
      in
      aggregate principal amount of the Debt Securities specified in this Indenture
      in
      connection with such action, any Securityholder (in cases where no record date
      has been set pursuant to Section 7.01) or any holder as of an applicable record
      date (in cases where a record date has been set pursuant to Section 7.01) of
      a
      Debt Security (or any Debt Security issued in whole or in part in exchange
      or
      substitution therefor) the serial number of which is shown by the evidence
      to be
      included in the Debt Securities the holders of which have consented to such
      action may, by filing written notice with the Trustee at the Principal Office
      of
      the Trustee and upon proof of holding as provided in Section 7.02, revoke such
      action so far as concerns such Debt Security (or so far as concerns the
      principal amount represented by any exchanged or substituted Debt Security).
      Except as aforesaid any such action taken by the holder of any Debt Security
      shall be conclusive and binding upon such Securityholder and upon all future
      holders and owners of such Debt Security, and of any Debt Security issued in
      exchange or substitution therefor or on registration of transfer thereof,
      irrespective of whether or not any notation in regard thereto is made upon
      such
      Debt Security or any Debt Security issued in exchange or substitution
      therefor.




ARTICLE
      VIII




SECURITYHOLDERS'
      MEETINGS




SECTION
      8.01. Purposes of Meetings.




A
      meeting
      of Securityholders may be called at any time and from time to time pursuant
      to
      the provisions of this Article VIII for any of the following
      purposes:




(a)  to
        give
        any notice to the Company or to the Trustee, or to give any directions to
        the
        Trustee, or to consent to the waiving of any default hereunder and its
        consequences, or to take any other action authorized to be taken by
        Securityholders pursuant to any of the provisions of Article V;
  (b)  to
        remove
        the Trustee and nominate a successor trustee pursuant to the provisions of
        Article VI;
  (c)  to
        consent to the execution of an indenture or indentures supplemental hereto
        pursuant to the provisions of Section 9.02; or
  (d)  to
        take
        any other action authorized to be taken by or on behalf of the holders of
        any
        specified aggregate principal amount of such Debt Securities under any other
        provision of this Indenture or under applicable law.


-45-




SECTION
      8.02. Call of Meetings by Trustee.




The
      Trustee may at any time call a meeting of Securityholders to take any action
      specified in Section 8.01, to be held at such time and at such place in Chicago,
      Illinois as the Trustee shall determine. Notice of every meeting of the
      Securityholders, setting forth the time and the place of such meeting and in
      general terms the action proposed to be taken at such meeting, shall be mailed
      to Securityholders affected at their addresses as they shall appear on the
      Debt
      Securities Register. Such notice shall be mailed not less than 20 nor more
      than
      180 days prior to the date fixed for the meeting.




SECTION
      8.03. Call of Meetings by Company or Securityholders.




In
      case
      at any time the Company pursuant to a Board Resolution, or the holders of at
      least 10% in aggregate principal amount of the Debt Securities, as the case
      may
      be, then outstanding, shall have requested the Trustee to call a meeting of
      Securityholders, by written request setting forth in reasonable detail the
      action proposed to be taken at the meeting, and the Trustee shall not have
      mailed the notice of such meeting within 20 days after receipt of such request,
      then the Company or such Securityholders may determine the time and the place
      for such meeting and may call such meeting to take any action authorized in
      Section 8.01, by mailing notice thereof as provided in Section
      8.02.




SECTION
      8.04. Qualifications for Voting.




To
      be
      entitled to vote at any meeting of Securityholders a Person shall be (a) a
      holder of one or more Debt Securities with respect to which the meeting is
      being
      held or (b) a Person appointed by an instrument in writing as proxy by a holder
      of one or more such Debt Securities. The only Persons who shall be entitled
      to
      be present or to speak at any meeting of Securityholders shall be the Persons
      entitled to vote at such meeting and their counsel and any representatives
      of
      the Trustee and its counsel and any representatives of the Company and its
      counsel.




SECTION
        8.05. Regulations.
  Notwithstanding
        any other provisions of this Indenture, the Trustee may make such reasonable
        regulations as it may deem advisable for any meeting of Securityholders,
        in
        regard to proof of the holding of Debt Securities and of the appointment
        of
        proxies, and in regard to the appointment and duties of inspectors of votes,
        the
        submission and examination of proxies, certificates and other evidence of
        the
        right to vote, and such other matters concerning the conduct of the meeting
        as
        it shall deem appropriate.
  The
        Trustee shall, by an instrument in writing, appoint a temporary chairman
        of the
        meeting, unless the meeting shall have been called by the Company or by
        Securityholders as provided in Section 8.03, in which case the Company or
        the
        Securityholders calling the meeting, as the case may be, shall in like manner
        appoint a temporary chairman. A permanent chairman and a permanent secretary
        of
        the meeting shall be elected by majority vote at the
        meeting.


-46-




Subject
      to the provisions of Section 7.04, at any meeting each Securityholder with
      respect to which such meeting is being held or proxy therefor shall be entitled
      to one vote for each $1,000 principal amount of Debt Securities held or
      represented by such Securityholder; provided , however ,
      that no
      vote shall be cast or counted at any meeting in respect of any Debt Security
      challenged as not outstanding and ruled by the chairman of the meeting to be
      not
      outstanding. The chairman of the meeting shall have no right to vote other
      than
      by virtue of Debt Securities held by such chairman or instruments in writing
      as
      aforesaid duly designating such chairman as the Person to vote on behalf of
      other Securityholders. Any meeting of Securityholders duly called pursuant
      to
      the provisions of Section 8.02 or 8.03 may be adjourned from time to time by
      a
      majority of those present, whether or not constituting a quorum, and the meeting
      may be held as so adjourned without further notice.




SECTION
      8.06. Voting.




The
      vote
      upon any resolution submitted to any meeting of Securityholders with respect
      to
      which such meeting is being held shall be by written ballots on which shall
      be
      subscribed the signatures of such Securityholders or of their representatives
      by
      proxy and the serial number or numbers of the Debt Securities held or
      represented by them. The permanent chairman of the meeting shall appoint two
      inspectors of votes who shall count all votes cast at the meeting for or against
      any resolution and who shall make and file with the secretary of the meeting
      their verified written reports in triplicate of all votes cast at the meeting.
      A
      record in duplicate of the proceedings of each meeting of Securityholders shall
      be prepared by the secretary of the meeting and there shall be attached to
      said
      record the original reports of the inspectors of votes on any vote by ballot
      taken thereat and affidavits by one or more Persons having knowledge of the
      facts setting forth a copy of the notice of the meeting and showing that said
      notice was mailed as provided in Section 8.02. The record shall show the serial
      numbers of the Debt Securities voting in favor of or against any resolution.
      The
      record shall be signed and verified by the affidavits of the permanent chairman
      and secretary of the meeting and one of the duplicates shall be delivered to
      the
      Company and the other to the Trustee to be preserved by the Trustee, the latter
      to have attached thereto the ballots voted at the meeting. Any record so signed
      and verified shall be conclusive evidence of the matters therein stated.




SECTION
        8.07. Quorum; Actions.
  The
        Persons entitled to vote a majority in outstanding principal amount of the
        Debt
        Securities shall constitute a quorum for a meeting of Securityholders; provided , however ,
        that if
        any action is to be taken at such meeting with respect to a consent, waiver,
        request, demand, notice, authorization, direction or other action which may
        be
        given by the holders of not less than a specified percentage in outstanding
        principal amount of the Debt Securities, the Persons holding or representing
        such specified percentage in outstanding principal amount of the Debt Securities
        will constitute a quorum. In the absence of a quorum within 30 minutes of
        the
        time appointed for any such meeting, the meeting shall, if convened at the
        request of Securityholders, be dissolved. In any other case the meeting may
        be
        adjourned for a period of not less than 10 days as determined by the permanent
        chairman of the meeting prior to the adjournment of such meeting. In the
        absence
        of a quorum at any such adjourned meeting, such adjourned meeting may be
        further
        adjourned for a period of not less than 10 days as determined by the permanent
        chairman of the meeting prior to the adjournment of such adjourned meeting.
        Notice of the reconvening of any adjourned meeting shall be given as provided
        in
        Section 8.02, except that such notice need be given only once not less than
        five
        days prior to the date on which the meeting is scheduled to be reconvened.
        Notice of the reconvening of an adjourned meeting shall state expressly the
        percentage, as provided above, of the outstanding principal amount of the
        Debt
        Securities which shall constitute a quorum.


-47-




Except
      as
      limited by the proviso in the first paragraph of Section 9.02, any resolution
      presented to a meeting or adjourned meeting duly reconvened at which a quorum
      is
      present as aforesaid may be adopted by the affirmative vote of the holders
      of
      not less than a majority in outstanding principal amount of the Debt Securities; provided , however ,
      that,
      except as limited by the proviso in the first paragraph of Section 9.02, any
      resolution with respect to any consent, waiver, request, demand, notice,
      authorization, direction or other action that this Indenture expressly provides
      may be given by the holders of not less than a specified percentage in
      outstanding principal amount of the Debt Securities may be adopted at a meeting
      or an adjourned meeting duly reconvened and at which a quorum is present as
      aforesaid only by the affirmative vote of the holders of not less than such
      specified percentage in outstanding principal amount of the Debt
      Securities.




Any
      resolution passed or decision taken at any meeting of Securityholders duly
      held
      in accordance with this Section shall be binding on all the Securityholders,
      whether or not present or represented at the meeting.




SECTION
      8.08. Written Consent Without a Meeting.




Whenever
      under this Indenture, Securityholders are required or permitted to take any
      action by vote, such action may be taken without a meeting on written consent,
      setting forth the action so taken, signed by the Securityholders of all
      outstanding Debt Securities entitled to vote thereon. No consent shall be
      effective to take the action referred to therein unless, within sixty days
      of
      the earliest dated consent delivered in the manner required by this paragraph
      to
      the Trustee, written consents signed by a sufficient number of Securityholders
      to take action are delivered to the Trustee at its Principal Office. Delivery
      made to the Trustee at its Principal Office, shall be by hand or by certificated
      or registered mail, return receipt requested. Written consent
      thus given by the Securityholders of such number of Debt Securities as is
      required hereunder, shall have the same effect as a valid vote of
      Securityholders of such number of Debt Securities.  ARTICLE
        IX
  SUPPLEMENTAL
        INDENTURES
  SECTION
        9.01. Supplemental Indentures without Consent of
        Securityholders.
  The
        Company, when authorized by a Board Resolution, and the Trustee may from
        time to
        time and at any time enter into an indenture or indentures supplemental hereto,
        without the consent of the Securityholders, for one or more of the following
        purposes:
  (a)  to
        evidence the succession of another Person to the Company, or successive
        successions, and the assumption by the successor Person of the covenants,
        agreements and obligations of the Company, pursuant to Article XI
        hereof;


-48-




(b)  to
      add to
      the covenants of the Company such further covenants, restrictions or conditions
      for the protection of the Securityholders as the Board of Directors shall
      consider to be for the protection of such Securityholders, and to make the
      occurrence, or the occurrence and continuance, of a Default in any of such
      additional covenants, restrictions or conditions a Default or an Event of
      Default permitting the enforcement of all or any of the several remedies
      provided in this Indenture as herein set forth; provided , however ,
      that in
      respect of any such additional covenant, restriction or condition such
      supplemental indenture may provide for a particular period of grace after
      default (which period may be shorter or longer than that allowed in the case
      of
      other defaults) or may provide for an immediate enforcement upon such default
      or
      may limit the remedies available to the Trustee upon such default;




(c)  to
      cure
      any ambiguity or to correct or supplement any provision contained herein or
      in
      any supplemental indenture which may be defective or inconsistent with any
      other
      provision contained herein or in any supplemental indenture, or to make or
      amend
      such other provisions in regard to matters or questions arising under this
      Indenture; provided ,
      that
      any such action shall not adversely affect the interests of the
      Securityholders;




(d)  to
      add
      to, delete from, or revise the terms of Debt Securities, including, without
      limitation, any terms relating to the issuance, exchange, registration or
      transfer of Debt Securities, including to provide for transfer procedures and
      restrictions substantially similar to those applicable to the Capital
      Securities, as required by Section 2.05 (for purposes of assuring that no
      registration of Debt Securities is required under the Securities Act of 1933,
      as
      amended); provided, that any such action shall not adversely affect the
      interests of the holders of the Debt Securities then outstanding (it being
      understood, for purposes of this proviso, that transfer restrictions on Debt
      Securities substantially similar to those applicable to Capital Securities
      shall
      not be deemed to adversely affect the Securityholders);




(e)  to
      evidence and provide for the acceptance of appointment hereunder by a successor
      Trustee with respect to the Debt Securities and to add to or change any of
      the
provisions
      of this Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee, pursuant to
      the
      requirements of Section 6.10;  (f)  to
        make
        any change (other than as elsewhere provided in this paragraph) that does
        not
        adversely affect the rights of any Securityholder in any material respect;
        or
  (g)  to
        provide for the issuance of and establish the form and terms and conditions
        of
        the Debt Securities, to establish the form of any certifications required
        to be
        furnished pursuant to the terms of this Indenture or the Debt Securities,
        or to
        add to the rights of the Securityholders.
  The
        Trustee is hereby authorized to join with the Company in the execution of
        any
        such supplemental indenture, to make any further appropriate agreements and
        stipulations which may be therein contained and to accept the conveyance,
        transfer and assignment of any property thereunder, but the Trustee shall
        not be
        obligated to, but may in its discretion, enter into any such supplemental
        indenture which affects the Trustee's own rights, duties or immunities under
        this Indenture or otherwise.


-49-




Any
      supplemental indenture authorized by the provisions of this Section 9.01 may
      be
      executed by the Company and the Trustee without the consent of the
      Securityholders at the time outstanding, notwithstanding any of the provisions
      of Section 9.02.




SECTION
      9.02. Supplemental Indentures with Consent of
      Securityholders.




With
      the
      consent (evidenced as provided in Section 7.01) of the holders of not less
      than
      a majority in aggregate principal amount of the Debt Securities at the time
      outstanding affected by such supplemental indenture, the Company, when
      authorized by a Board Resolution, 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, then in effect, applicable
      to indentures qualified thereunder) 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 the rights of
      the
      Securityholders; provided , however ,
      that no
      such supplemental indenture shall without such consent of the holders of each
      Debt Security then outstanding and affected thereby (i) change the Maturity
      Date
      of any Debt Security, or reduce the principal amount thereof or any premium
      thereon, or reduce the rate (or manner of calculation of the rate) or extend
      the
      time of payment of interest thereon, or reduce (other than as a result of the
      maturity or earlier redemption of any such Debt Security in accordance with
      the
      terms of this Indenture and such Debt Security) or increase the aggregate
      principal amount of Debt Securities then outstanding, or change any of the
      redemption provisions, or make the principal thereof or any interest or premium
      thereon payable in any coin or currency other than United States Dollars, or
      impair or affect the right of any Securityholder to institute suit for payment
      thereof or impair the right of repayment, if any, at the option of the
      Securityholder, or (ii) reduce the aforesaid percentage of Debt Securities
      the
      holders of which are required to consent to any such supplemental indenture;
      and provided , further ,
      that if
      the Debt Securities are held by the Trust or a trustee of such trust, such
      supplemental indenture shall not be effective until the holders of a majority
      in
      Liquidation Amount of the outstanding Capital Securities
      shall have consented to such supplemental indenture;provided,further,
      that if
      the consent of the Securityholder of each outstanding Debt Security is required,
      such supplemental indenture shall not be effective until each holder of the
      outstanding Capital Securities shall have consented to such supplemental
      indenture.  Upon
        the
        request of the Company accompanied by a Board Resolution authorizing the
        execution of any such supplemental indenture, and upon the filing with the
        Trustee of evidence of the consent of Securityholders (and holders of Capital
        Securities, if required) 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.
  Promptly
        after the execution by the Company and the Trustee of any supplemental indenture
        pursuant to the provisions of this Section, the Trustee shall transmit by
        mail,
        first class postage prepaid, a notice, prepared by the Company, setting forth
        in
        general terms the substance of such supplemental indenture, to the
        Securityholders as their names and addresses appear upon the Debt Security
        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.




-50-




It
      shall
      not be necessary for the consent of the Securityholders under this Section
      9.02
      to approve the particular form of any proposed supplemental indenture, but
      it
      shall be sufficient if such consent shall approve the substance
      thereof.




SECTION
      9.03. Effect of Supplemental Indentures.




Upon
      the
      execution of any supplemental indenture pursuant to the provisions of this
      Article IX, this Indenture shall be and be deemed to be modified and amended
      in
      accordance therewith and the respective rights, limitations of rights,
      obligations, duties and immunities under this Indenture of the Trustee, the
      Company and the Securityholders 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
      9.04. Notation on Debt Securities.




Debt
      Securities authenticated and delivered after the execution of any supplemental
      indenture pursuant to the provisions of this Article IX may bear a notation
      as
      to any matter provided for in such supplemental indenture. If the Company or
      the
      Trustee shall so determine, new Debt Securities 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
      and
      executed by the Company, authenticated by the Trustee or the Authenticating
      Agent and delivered in exchange for the Debt Securities then
      outstanding.




SECTION
        9.05. Evidence of Compliance of Supplemental Indenture to be furnished to
        Trustee.
  The
        Trustee, subject to the provisions of Sections 6.01 and 6.02, shall, in addition
        to the documents required by Section 14.06, receive an Officers' Certificate
        and
        an Opinion of Counsel as conclusive evidence that any supplemental indenture
        executed pursuant hereto complies with the requirements of this Article IX.
        The
        Trustee shall receive an Opinion of Counsel as conclusive evidence that any
        supplemental indenture executed pursuant to this Article IX is authorized
        or
        permitted by, and conforms to, the terms of this Article IX and that it is
        proper for the Trustee under the provisions of this Article IX to join in
        the
        execution thereof.
  ARTICLE
        X
  REDEMPTION
        OF SECURITIES
  SECTION
        10.01. Optional Redemption.
  At
        any
        time the Company shall have the right, subject to the receipt by the Company
        of
        prior approval from any regulatory authority with jurisdiction over the Company
        if such approval is then required under applicable capital guidelines or
        policies of such regulatory authority, to redeem the Debt Securities, in
        whole
        or (provided that all accrued and unpaid interest has been paid on all Debt
        Securities for all Interest Payment Periods terminating on or prior to such
        date) from time to time in part, on any March 15, June 15, September 15 or
        December 15 on or after September 15, 2012 (the "Redemption Date"), at the
        Redemption Price.


-51-




SECTION
      10.02. Special Event Redemption.




If
      a
      Special Event shall occur and be continuing, the Company shall have the right,
      subject to the receipt by the Company of prior approval from any regulatory
      authority with jurisdiction over the Company if such approval is then required
      under applicable capital guidelines or policies of such regulatory authority,
      to
      redeem the Debt Securities, in whole or in part, at any time within 90 days
      following the occurrence of such Special Event (the "Special Redemption Date"),
      at the Special Redemption Price.




SECTION
      10.03. Notice of Redemption; Selection of Debt Securities.




In
      case
      the Company shall desire to exercise the right to redeem all, or, as the case
      may be, any part of the Debt Securities, it shall fix a date for redemption
      and
      shall mail, or cause the Trustee to mail (at the expense of the Company) a
      notice of such redemption at least 30 and not more than 60 days prior to the
      date fixed for redemption to the Securityholders so to be redeemed as a whole
      or
      in part at their last addresses as the same appear on the Debt Security
      Register. Such mailing shall be by first class mail. The notice if mailed in
      the
      manner herein provided shall be conclusively presumed to have been duly given,
      whether or not the Securityholder receives such notice. In any case, failure
      to
      give such notice by mail or any defect in the notice to the holder of any Debt
      Security designated for redemption as a whole or in part shall not affect the
      validity of the proceedings for the redemption of any other Debt
      Security.




Each
        such
        notice of redemption shall specify the CUSIP number, if any, of the Debt
        Securities to be redeemed, the date fixed for redemption, the redemption
        price
        (or manner of calculation of the price) at which Debt Securities are to be
        redeemed, the place or places of payment, that payment will be made upon
        presentation and surrender of such Debt Securities, that interest accrued
        to the
        date fixed for redemption will be paid as specified in said notice, and that
        on
        and after said date interest thereon or on the portions thereof to be redeemed
        will cease to accrue. If less than all the Debt Securities are to be redeemed
        the notice of redemption shall specify the numbers of the Debt Securities
        to be
        redeemed. In case the Debt Securities are to be redeemed in part only, the
        notice of redemption shall state the portion of the principal amount thereof
        to
        be redeemed and shall state that on and after the date fixed for redemption,
        upon surrender of such Debt Security, a new Debt Security or Debt Securities
        in
        principal amount equal to the unredeemed portion thereof will be
        issued.
  On
        the
        Business Day prior to the Redemption Date or the Special Redemption Date
        specified in the notice of redemption given as provided in this Section,
        the
        Company will deposit with the Trustee or with one or more Paying Agents an
        amount of money sufficient to redeem on the redemption date all the Debt
        Securities so called for redemption at the appropriate redemption price,
        together with unpaid interest accrued to such date.




-52-




The
      Company will give the Trustee notice not less than 45 nor more than 60 days
      prior to the Redemption Date as to the Redemption Price at which the Debt
      Securities are to be redeemed and the aggregate principal amount of Debt
      Securities to be redeemed and the Trustee shall select, in such manner as in
      its
      sole discretion it shall deem appropriate and fair, the Debt Securities or
      portions thereof (in integral multiples of $1,000) to be redeemed.




SECTION
      10.04. Payment of Debt Securities Called for Redemption.




If
      notice
      of redemption has been given as provided in Section 10.03, the Debt Securities
      or portions of Debt Securities with respect to which such notice has been given
      shall become due and payable on the Redemption Date or the Special Redemption
      Date (as the case may be) and at the place or places stated in such notice
      at
      the applicable redemption price, together with interest accrued to the date
      fixed for redemption, and on and after said Redemption Date or the Special
      Redemption Date (unless the Company shall default in the payment of such Debt
      Securities at the redemption price, together with unpaid interest accrued
      thereon to said date) interest on the Debt Securities or portions of Debt
      Securities so called for redemption shall cease to accrue. On presentation
      and
      surrender of such Debt Securities at a place of payment specified in said
      notice, such Debt Securities or the specified portions thereof shall be paid
      and
      redeemed by the Company at the applicable redemption price, together with unpaid
      interest accrued thereon to the Redemption Date or the Special Redemption Date
      (as the case may be).




Upon
      presentation of any Debt Security redeemed in part only, the Company shall
      execute and the Trustee shall authenticate and make available for delivery
      to
      the holder thereof, at the expense of the Company, a new Debt Security or Debt
      Securities of authorized denominations in principal amount equal to the
      unredeemed portion of the Debt Security so presented.




ARTICLE
        XI
  CONSOLIDATION,
        MERGER, SALE, CONVEYANCE AND LEASE
  SECTION
        11.01. Company May Consolidate, etc., on Certain Terms.
  Nothing
        contained in this Indenture or in the Debt Securities shall prevent any
        consolidation or merger of the Company with or into any other corporation
        or
        corporations (whether or not affiliated with the Company) or successive
        consolidations or mergers in which the Company or its successor or successors
        shall be a party or parties, or shall prevent any sale, conveyance, transfer
        or
        other disposition of all or substantially all of the property or capital
        stock
        of the Company or its successor or successors to any other corporation (whether
        or not affiliated with the Company, or its successor or successors) authorized
        to acquire and operate the same; provided , however ,
        that
        the Company hereby covenants and agrees that, (i) upon any such consolidation,
        merger (where the Company is not the surviving corporation), sale, conveyance,
        transfer or other disposition, the successor entity shall be a corporation
        organized and existing under the laws of the United States or any state thereof
        or the District of Columbia (unless such corporation has (1) agreed to make
        all
        payments due in respect of the Debt Securities or, if outstanding, the Capital
        Securities and Capital Securities Guarantee without withholding or deduction
        for, or on account of, any taxes, duties, assessments or other governmental
        charges under the laws or regulations of the jurisdiction of organization
        or
        residence (for tax purposes) of such corporation or any political subdivision
        or
        taxing authority thereof or therein unless required by applicable law, in
        which
        case such corporation shall have agreed to pay such additional amounts as
        shall
        be required so that the net amounts received and retained by the Securityholders
        or holders of Capital Securities, as the case may be, after payment of all
        taxes
        (including withholding taxes), duties, assessments or other governmental
        charges, will be equal to the amounts that such Securityholders or holders
        of
        Capital Securities would have received and retained had no such taxes (including
        withholding taxes), duties, assessments or other governmental charges been
        imposed, (2) irrevocably and unconditionally consented and submitted to the
        jurisdiction of any United States federal court or New York state court,
        in each
        case located in The City of New York, Borough of Manhattan, in respect of
        any
        action, suit or proceeding against it arising out of or in connection with
        this
        Indenture, the Debt Securities, the Capital Securities Guarantee or the
        Declaration and irrevocably and unconditionally waived, to the fullest extent
        permitted by law, any objection to the laying of venue in any such court
        or that
        any such action, suit or proceeding has been brought in an inconvenient forum
        and (3) irrevocably appointed an agent in The City of New York for service
        of
        process in any action, suit or proceeding referred to in clause (2) above)
        and
        such corporation expressly assumes all of the obligations of the Company
        under
        the Debt Securities, this Indenture, the Capital Securities Guarantee and
        the
        Declaration and (ii) after giving effect to any such consolidation, merger,
        sale, conveyance, transfer or other disposition, no Default or Event of Default
        shall have occurred and be continuing.


-53-




SECTION
      11.02. Successor Entity to be Substituted.




In
      case
      of any such consolidation, merger, sale, conveyance, transfer or other
      disposition contemplated in Section 11.01 and upon the assumption by the
      successor entity, by supplemental indenture, executed and delivered to the
      Trustee and reasonably satisfactory in form
      to
      the Trustee, of the due and punctual payment of the principal of and premium,
      if
      any, and interest on all of the Debt Securities and the due and punctual
      performance and observance of all of the covenants and conditions of this
      Indenture to be performed or observed by the Company, such successor entity
      shall succeed to and be substituted for the Company, with the same effect as
      if
      it had been named herein as the Company, and thereupon the predecessor entity
      shall be relieved of any further liability or obligation hereunder or upon
      the
      Debt Securities. Such successor entity thereupon may cause to be signed, and
      may
      issue either in its own name or in the name of the Company, any or all of the
      Debt Securities issuable hereunder which theretofore shall not have been signed
      by the Company and delivered to the Trustee or the Authenticating Agent; and,
      upon the order of such successor entity instead of the Company and subject
      to
      all the terms, conditions and limitations in this Indenture prescribed, the
      Trustee or the Authenticating Agent shall authenticate and deliver any Debt
      Securities which previously shall have been signed and delivered by the officers
      of the Company, to the Trustee or the Authenticating Agent for authentication,
      and any Debt Securities which such successor entity thereafter shall cause
      to be
      signed and delivered to the Trustee or the Authenticating Agent for that
      purpose. All the Debt Securities so issued shall in all respects have the same
      legal rank and benefit under this Indenture as the Debt Securities theretofore
      or thereafter issued in accordance with the terms of this Indenture as though
      all of such Debt Securities had been issued at the date of the execution
      hereof.


-54-




SECTION
      11.03. Opinion of Counsel to be Given to Trustee.




The
      Trustee, subject to the provisions of Sections 6.01 and 6.02, shall receive,
      in
      addition to the Opinion of Counsel required by Section 9.05, an Opinion of
      Counsel as conclusive evidence that any consolidation, merger, sale, conveyance,
      transfer or other disposition, and any assumption, permitted or required by
      the
      terms of this Article XI complies with the provisions of this Article
      XI.




ARTICLE
      XII




SATISFACTION
      AND DISCHARGE OF INDENTURE




SECTION
      12.01. Discharge of Indenture.




When
      (a)
      the Company shall deliver to the Trustee for cancellation all Debt Securities
      theretofore authenticated (other than any Debt Securities which shall have
      been
      destroyed, lost or stolen and which shall have been replaced or paid as provided
      in Section 2.06) and not theretofore canceled, or (b) all the Debt Securities
      not theretofore canceled or delivered to the Trustee for cancellation shall
      have
      become due and payable, or are by their terms to become due and payable within
      one year or are to be called for redemption within one year under arrangements
      satisfactory to the Trustee for the giving of notice of redemption, and the
      Company shall deposit with the Trustee, in trust, funds, which shall be
      immediately due and payable, sufficient to pay at maturity or upon redemption
      all of the Debt Securities (other than any Debt Securities which shall have
      been
      destroyed, lost or stolen and which shall have been replaced or paid as provided
      in Section 2.06) not theretofore canceled or delivered to the Trustee for
      cancellation, including principal and premium, if any, and interest due or
      to
      become due to such date of maturity or redemption date, as the case may be,
      but
      excluding, however, the amount of any
      moneys for the payment of principal of, and premium, if any, or interest on
      the
      Debt Securities (1) theretofore repaid to the Company in accordance with the
      provisions of Section 12.04, or (2) paid to any state or to the District of
      Columbia pursuant to its unclaimed property or similar laws, and if in the
      case
      of either clause (a) or clause (b) the Company shall also pay or cause to be
      paid all other sums payable hereunder by the Company, then this Indenture shall
      cease to be of further effect except for the provisions of Sections 2.05, 2.06,
      3.01, 3.02, 3.04, 6.06, 6.09 and 12.04 hereof, which shall survive until such
      Debt Securities shall mature or are redeemed, as the case may be, and are paid
      in full. Thereafter, Sections 6.06, 6.09 and 12.04 shall survive, and the
      Trustee, on demand of the Company accompanied by an Officers' Certificate and
      an
      Opinion of Counsel, each stating that all conditions precedent herein provided
      for relating to the satisfaction and discharge of this Indenture have been
      complied with, and at the cost and expense of the Company, shall execute proper
      instruments acknowledging satisfaction of and discharging this Indenture, the
      Company, however, hereby agreeing to reimburse the Trustee for any costs or
      expenses thereafter reasonably and properly incurred by the Trustee in
      connection with this Indenture or the Debt Securities.


-55-




SECTION
      12.02. Deposited Moneys to be Held in Trust by Trustee.




Subject
      to the provisions of Section 12.04, all moneys deposited with the Trustee
      pursuant to Section 12.01 shall be held in trust and applied by it to the
      payment, either directly or through any Paying Agent (including the Company
      if
      acting as its own Paying Agent), to the holders of the particular Debt
      Securities for the payment of which such moneys have been deposited with the
      Trustee, of all sums due and to become due thereon for principal, and premium,
      if any, and interest.




SECTION
      12.03. Paying Agent to Repay Moneys Held.




Upon
      the
      satisfaction and discharge of this Indenture, all moneys then held by any Paying
      Agent of the Debt Securities (other than the Trustee) shall, upon demand of
      the
      Company, be repaid to the Company or paid to the Trustee, and thereupon such
      Paying Agent shall be released from all further liability with respect to such
      moneys.




SECTION
      12.04. Return of Unclaimed Moneys.




Any
      moneys deposited with or paid to the Trustee or any Paying Agent for payment
      of
      the principal of, and premium, if any, or interest on Debt Securities and not
      applied but remaining unclaimed by the Securityholders for two years after
      the
      date upon which the principal of, and premium, if any, or interest on such
      Debt
      Securities, as the case may be, shall have become due and payable, shall be
      repaid to the Company by the Trustee or such Paying Agent on written demand;
      and
      the holder of any of the Debt Securities shall thereafter look only to the
      Company for any payment which such Securityholder may be entitled to collect
      and
      all liability of the Trustee or such Paying Agent with respect to such moneys
      shall thereupon cease.




ARTICLE
        XIII
  IMMUNITY
        OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
  SECTION
        13.01. Indenture and Debt Securities Solely Corporate
        Obligations.
  No
        recourse for the payment of the principal of or premium, if any, or interest
        on
        any Debt Security, or for any claim based thereon or otherwise in respect
        thereof, and no recourse under or upon any obligation, covenant or agreement
        of
        the Company in this Indenture or in any supplemental indenture, or in any
        such
        Debt Security, or because of the creation of any indebtedness represented
        thereby, shall be had against any incorporator, stockholder, officer, director,
        employee or agent, as such, past, present or future, of the Company or of
        any
        predecessor or successor corporation of the Company, either directly or through
        the Company or any successor corporation of the Company, 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 all
        such
        liability is hereby expressly waived and released as a condition of, and
        as a
        consideration for, the execution of this Indenture and the issue of the Debt
        Securities.


-56-




ARTICLE
      XIV




MISCELLANEOUS
      PROVISIONS




SECTION
      14.01. Successors.




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




SECTION
      14.02. Official Acts by Successor Entity.




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 like board,
      committee, officer or other authorized Person of any entity that shall at the
      time be the lawful successor of the Company.




SECTION
      14.03. Surrender of Company Powers.




The
      Company by instrument in writing executed by authority of 2/3 (two-thirds)
      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 and as to any permitted successor.




SECTION
      14.04. Addresses for Notices, etc.




Any
      notice or demand which by any provision of this Indenture is required or
      permitted to be given or served by the Trustee or by the Securityholders on
      the
      Company may be given or served in writing, duly signed by the party giving
      such
      notice, and shall be delivered by facsimile (which shall be followed by notice
      delivered or mailed by first class mail) or mailed by first class mail to the
      Company at:




Wilshire
        Bancorp, Inc.
 3200
        Wilshire Boulevard, Suite 1400
 Los
        Angeles, California 90010
 Attention:
        Elaine S. Jeon
 
 Any
        notice, direction, request or demand by any Securityholder or the Company
        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 office of LaSalle Bank National
        Association at:
  135
        South
        LaSalle Street, Suite 1511
 Chicago,
        Illinois 60603
 Attn:
        CDO
        Trust Services Group - Wilshire Statutory Trust IV




-57-




SECTION
      14.05. Governing Law.




This
      Indenture and the Debt Securities shall each be governed by, and construed
      in
      accordance with, the laws of the State of New York, without regard to conflict
      of laws principles of said State other than Section 5-1401 of the New York
      General Obligations Law.




SECTION
      14.06. Evidence of Compliance with Conditions Precedent.




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 in the opinion of the signers all conditions
      precedent, if any, 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 no such Opinion of Counsel is required to be furnished to the
      Trustee in connection with the authentication and issuance of Debt Securities
      issued on the date of this Indenture).




Each
      certificate or opinion provided for in this Indenture and delivered to the
      Trustee with respect to compliance with a condition or covenant provided for
      in
      this Indenture (except certificates delivered pursuant to Section 3.05) shall
      include (a) a statement that the person making such certificate or opinion
      has
      read such covenant or condition and the definitions relating thereto; (b) a
      brief statement as to the nature and scope of the examination or investigation
      upon which the statements or opinions contained in such certificate or opinion
      are based; (c) a statement that, in the opinion of such person, he or she has
      made such examination or investigation as is necessary to enable him or her
      to
      express an informed opinion as to whether or not such covenant or condition
      has
      been complied with; and (d) a statement as to whether or not, in the opinion
      of
      such person, such condition or covenant has been complied with.




SECTION
      14.07. Non-Business Days.




Notwithstanding
      anything to the contrary contained herein, if any Interest Payment Date, other
      than on the Maturity Date, any Redemption Date or the Special Redemption Date,
      falls on a day that is not a Business Day, then any interest payable will be
      paid on, and such Interest Payment Date will be moved to, the next succeeding
      Business Day, and additional interest
      will accrue for each day that such payment is delayed as a result thereof.
      If
      the Maturity Date, Redemption Date or Special Redemption Date falls on a day
      that is not a Business Day, then the principal, premium, if any, and/or interest
      payable on such date will be paid on the next succeeding Business Day, and
      no
      additional interest will accrue (except that, if such Business Day falls in
      the
      next calendar year, such payment will be made on the immediately preceding
      Business Day).  SECTION
        14.08. Table of Contents, Headings, etc.
  The
        table
        of contents and the titles and headings of the articles and sections of this
        Indenture have been inserted for convenience of reference only, are not to
        be
        considered a part hereof, and shall in no way modify or restrict any of the
        terms or provisions hereof.


-58-




SECTION
      14.09. Execution in 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
      14.10. Severability.




In
      case
      any one or more of the provisions contained in this Indenture or in the Debt
      Securities 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 such Debt Securities, but this
      Indenture and such Debt Securities shall be construed as if such invalid or
      illegal or unenforceable provision had never been contained herein or
      therein.




SECTION
      14.11. Assignment.




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




SECTION
      14.12. Acknowledgment of Rights.




The
      Company acknowledges that, with respect to any Debt Securities held by the
      Trust
      or the Institutional Trustee of the Trust, if the Institutional Trustee of
      the
      Trust fails to enforce its rights under this Indenture as the Securityholder
      held as the assets of the Trust after the holders of a majority in Liquidation
      Amount of the Capital Securities of the Trust have so directed in writing such
      Institutional Trustee, a holder of record of such Capital Securities may to
      the
      fullest extent permitted by law institute legal proceedings directly against
      the
      Company to enforce such Institutional Trustee's rights under this Indenture
      without first instituting any legal proceedings against such Institutional
      Trustee or any other Person. 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 premium, if any) or principal on
      the
      Debt Securities on the date such interest (or premium, if any) or principal
      is
      otherwise due and payable (or in the case of redemption, on the redemption
      date), the Company acknowledges that a holder of record of Capital Securities
      of
      the Trust may directly institute a proceeding against the Company for
      enforcement of payment to such holder directly of the principal of (or premium,
      if any) or interest on the Debt Securities having an aggregate 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 Debt
      Securities.


-59-




ARTICLE
      XV




SUBORDINATION
      OF DEBT SECURITIES




SECTION
      15.01. Agreement to Subordinate.




The
      Company covenants and agrees, and each holder of Debt Securities issued
      hereunder and under any supplemental indenture (the "Additional Provisions")
      by
      such Securityholder's acceptance thereof likewise covenants and agrees, that
      all
      Debt Securities shall be issued subject to the provisions of this Article XV;
      and each Securityholder, 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 payments due on all Debt Securities issued
      hereunder and under any Additional Provisions 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 Indebtedness of the Company, whether
      outstanding at the date of this Indenture or thereafter incurred.




No
      provision of this Article XV shall prevent the occurrence of any Default or
      Event of Default hereunder.




SECTION
      15.02. Default on Senior Indebtedness.




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 following any applicable grace period, or in the
      event that the maturity of any Senior Indebtedness of the Company has been
      accelerated because of a default, and such acceleration has not been rescinded
      or canceled and such Senior Indebtedness has not been paid in full, then, in
      either case, no payment shall be made by the Company with respect to the
      payments due on the Debt Securities.




In
      the
      event that, notwithstanding the foregoing, any payment shall be received by
      the
      Trustee when such payment is prohibited by the preceding paragraph of this
      Section 15.02, such payment shall, subject to Section 15.06, 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.


-60-




SECTION
      15.03. Liquidation; Dissolution; Bankruptcy.




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 the
      Debt
      Securities; 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 Securityholders or the Trustee would be entitled to receive from
      the
      Company, except for the provisions of this Article XV, 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 Securityholders
      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 of such Senior Indebtedness, before any
      payment or distribution is made to the Securityholders.




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,
      as their respective interests may appear, as calculated by the Company, for
      application to the payment of all Senior Indebtedness of the Company 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.




For
      purposes of this Article XV, 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 XV with respect
      to
      the Debt Securities to the payment of all Senior Indebtedness of the Company,
      that may at the time be outstanding, provided ,
      that
      (a) such Senior Indebtedness is assumed by the new corporation, if any,
      resulting from any such reorganization or readjustment, and
      (b)
      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, transfer or other disposition of its property as an entirety, or
      substantially as an entirety, to another corporation upon the terms and
      conditions provided for in Article XI of this Indenture shall not be deemed
      a dissolution, winding-up, liquidation or reorganization for the purposes of
      this Section 15.03 if such other corporation shall, as a part of such
      consolidation, merger, conveyance or transfer, comply with the conditions stated
      in Article XI of this Indenture. Nothing in Section 15.02 or in this
      Section 15.03 shall apply to claims of, or payments to, the Trustee under or
      pursuant to Section 6.06 of this Indenture.


-61-




SECTION
      15.04. Subrogation.




Subject
      to the payment in full of all Senior Indebtedness of the Company, the
      Securityholders 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 applicable to such Senior Indebtedness until all
      payments due on the Debt Securities 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 Securityholders
      or
      the Trustee would be entitled except for the provisions of this Article XV,
      and
      no payment over pursuant to the provisions of this Article XV to or for the
      benefit of the holders of such Senior Indebtedness by Securityholders or the
      Trustee, shall, as between the Company, its creditors other than holders of
      Senior Indebtedness of the Company, and the Securityholders be deemed to be
      a
      payment or distribution by the Company to or on account of such Senior
      Indebtedness. It is understood that the provisions of this Article XV are and
      are intended solely for the purposes of defining the relative rights of the
      Securityholders, on the one hand, and the holders of such Senior Indebtedness,
      on the other hand.




Nothing
      contained in this Article XV or elsewhere in this Indenture, any Additional
      Provisions or in the Debt Securities is intended to or shall impair, as between
      the Company, its creditors other than the holders of Senior Indebtedness of
      the
      Company, and the Securityholders, the obligation of the Company, which is
      absolute and unconditional, to pay to the Securityholders all payments on the
      Debt Securities 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
      Securityholders and creditors of the Company, other than the holders of Senior
      Indebtedness of the Company, nor shall anything herein or therein prevent the
      Trustee or the holder of any Debt Security from exercising all remedies
      otherwise permitted by applicable law upon default under this Indenture, subject
      to the rights, if any, under this Article XV of the holders of such Senior
      Indebtedness in respect of cash, property or securities of the Company received
      upon the exercise of any such remedy.




Upon
      any
      payment or distribution of assets of the Company referred to in this Article
      XV,
      the Trustee, subject to the provisions of Article VI of this Indenture, and
      the
      Securityholders 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 Securityholders, for the purposes of ascertaining the Persons entitled
      to
      participate in such distribution, the holders of Senior Indebtedness and other
      indebtedness of the Company, the amount thereof or payable thereon, the amount
      or amounts paid or distributed thereon and all other facts pertinent thereto
      or
      to this Article XV.


-62-




SECTION
      15.05. Trustee to Effectuate Subordination.




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




SECTION
      15.06. Notice by the Company.




The
      Company shall give prompt written notice to a Responsible Officer of the Trustee
      at the Principal Office of the Trustee of any fact known to the Company that
      would prohibit the making of any payment of moneys to or by the Trustee in
      respect of the Debt Securities pursuant to the provisions of this Article XV.
      Notwithstanding the provisions of this Article XV or any
      other provision of this Indenture or any Additional Provisions, the Trustee
      shall not be charged with knowledge of the existence of any facts that would
      prohibit the making of any payment of moneys to or by the Trustee in respect
      of
      the Debt Securities pursuant to the provisions of this Article XV, unless and
      until a Responsible Officer of the Trustee at the Principal Office 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
      Article VI of this Indenture, 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
      15.06 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 premium, if any) or interest
      on
      any Debt Security), 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.




The
      Trustee, subject to the provisions of Article VI of this Indenture, shall be
      entitled to conclusively rely on the delivery to it of a written notice by
      a
      Person representing himself or herself to be a holder of Senior Indebtedness
      of
      the Company (or a trustee or representative on behalf of such holder) to
      establish that such notice has been given by a holder of such Senior
      Indebtedness or a trustee or representative 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 XV, 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
      XV, 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
        15.07. Rights of the Trustee, Holders of Senior
        Indebtedness.
  The
        Trustee in its individual capacity shall be entitled to all the rights set
        forth
        in this Article XV 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 or any Additional Provisions shall deprive the Trustee of
        any of
        its rights as such holder.


-63-




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 XV, and no implied covenants
      or
      obligations with respect to the holders of such Senior Indebtedness shall be
      read into this Indenture or any Additional Provisions against the Trustee.
      The
      Trustee shall not owe or be deemed to owe any fiduciary duty to the holders
      of
      such Senior Indebtedness and, subject to the provisions of Article VI of this
      Indenture, the Trustee shall not be liable to any holder of such Senior
      Indebtedness if it shall pay over or deliver to Securityholders, 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 XV or otherwise.




Nothing
      in this Article XV shall apply to claims of, or payments to, the Trustee under
      or pursuant to Section 6.06.




SECTION
      15.08. Subordination May Not Be Impaired.




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.




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 Securityholders, without
      incurring responsibility to the Securityholders and without impairing or
      releasing the subordination provided in this Article XV or the obligations
      hereunder of the Securityholders to the holders of such Senior Indebtedness,
      do
      any one or more of the following: (a) 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; (b) sell, exchange, release or
      otherwise deal with any property pledged, mortgaged or otherwise securing such
      Senior Indebtedness; (c) release any Person liable in any manner for the
      collection of such Senior Indebtedness; and (d) exercise or refrain from
      exercising any rights against the Company, and any other Person.




LaSalle
        Bank National Association, in its capacity as Trustee, hereby accepts the
        trusts
        in this Indenture declared and provided, upon the terms and conditions herein
        above set forth.


-64-




IN
      WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
      executed by their respective officers thereunto duly authorized, as of the
      day
      and year first above written.




**Wilshire
                Bancorp, Inc.**By:Name:Title:





**LaSalle
                Bank National Association, as Trustee**By:Name:Title:







EXHIBIT
      A




**FORM
      OF JUNIOR SUBORDINATED DEBT SECURITY**


**DUE
      2037**




[ FORM
      OF FACE OF SECURITY ]




THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
      SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
      MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
      DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
      IS
      EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
      ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER,
      SELL
      OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO
      RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON THE HOLDER
      REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
      144A
      THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
      INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE
      IN
      RELIANCE ON RULE 144A, (C) TO A "NON U.S. PERSON" IN AN "OFFSHORE TRANSACTION"
      PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION
      FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN "ACCREDITED
      INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE
      501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT,
      OR FOR THE ACCOUNT OF SUCH AN "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES
      AND
      NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION
      IN
      VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
      FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
      COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES
      (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
      AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE,
      A
      COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY
      BY
      ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING
      RESTRICTIONS.




THE
      HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS AND WARRANTS
      THAT IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY UNLESS
      SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT OR AN APPLICABLE
      EXEMPTION THEREFROM.




A-1


THE
      HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND
      WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT
      OR
      OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
      SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), (EACH A "PLAN"), OR AN ENTITY
      WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT
      IN THE ENTITY AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE
      OR
      HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER
      IS
      ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR
      PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR
      ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS
      NOT
      PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT
      TO
      SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY
      INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING
      THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING
      OF
      SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS
      APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT
      PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE
      BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT
      RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975
      OF
      THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE
      EXEMPTION.




IN
      CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE
      COMPANY AND TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED
      BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
      RESTRICTIONS.




THIS
      SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A PRINCIPAL
      AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF.
      ANY
      ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING A PRINCIPAL AMOUNT OF
      LESS
      THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.
      ANY
      SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY
      FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
      ON
      THIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST
      WHATSOEVER IN THIS SECURITY.




THIS
      OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY
      AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE
      CORPORATION. THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND
      THE
      CLAIMS OF GENERAL AND SECURED CREDITORS OF THE COMPANY, IS INELIGIBLE AS
      COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES AND IS NOT
      SECURED.




A-2


Form
      of
      Junior Subordinated Debt Security due 2037




of




Wilshire
      Bancorp, Inc.




Wilshire
      Bancorp, Inc., a bank holding company incorporated in California (the
      "Company"), for value received promises to pay to LaSalle Bank National
      Association, not in its individual capacity but solely as Institutional Trustee
      for Wilshire Statutory Trust IV, a Delaware statutory trust (the
      "Securityholder"), or registered assigns, the principal sum of Twenty Five
      Million Seven Hundred Seventy Four Thousand Dollars ($25,774,000) on September
      15, 2037 and to pay interest on said principal sum from July 10, 2007, or from
      the most recent interest payment date (each such date, an "Interest Payment
      Date") to which interest has been paid or duly provided for, quarterly (subject
      to deferral as set forth herein) in arrears on March 15, June 15, September
      15
      and December 15 of each year commencing September 15, 2007, at a variable per
      annum rate equal to LIBOR (as defined in the Indenture) plus 1.38% (the
      "Interest Rate") (provided, however, that the Interest Rate for any Interest
      Payment Period may not exceed the highest rate permitted by New York law, as
      the
      same may be modified by United States law of general applicability) 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
      an
      annual rate equal to the Interest Rate in effect for each such Interest Payment
      Period compounded quarterly. The amount of interest payable on any Interest
      Payment Date shall be computed on the basis of a 360-day year and the actual
      number of days elapsed in the relevant interest period. Notwithstanding anything
      to the contrary contained herein, if any Interest Payment Date, other than
      on
      the Maturity Date, any Redemption Date (to the extent redeemed) or the Special
      Redemption Date, falls on a day that is not a Business Day, then any interest
      payable will be paid on, and such Interest Payment Date will be moved to, the
      next succeeding Business Day, and additional interest will accrue for each
      day
      that such payment is delayed as a result thereof. If the Maturity Date,
      Redemption Date or Special Redemption Date falls on a day that is not a Business
      Day, then the principal, premium, if any, and/or interest payable on such date
      will be paid on the next succeeding Business Day, and no additional interest
      will accrue (except that, if such Business Day falls in the next calendar year,
      such payment will be made on the immediately preceding Business Day). The
      interest installment so payable, and punctually paid or duly provided for,
      on
      any Interest Payment Date will, as provided in the Indenture, be paid to the
      Person in whose name this Debt Security (or one or more Predecessor Securities,
      as defined in said Indenture) is registered at the close of business on the
      regular record date for such interest installment, except that interest and
      any
      Deferred Interest payable on the Maturity Date shall be paid to the Person
      to
      whom principal is paid. Any such interest installment not punctually paid or
      duly provided for shall forthwith cease to be payable to the registered
      Securityholders on such regular record date and may be paid to the Person in
      whose name this Debt Security (or one or more Predecessor Debt Securities)
      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 whereof shall be
      given to the registered Securityholders not less than 10 days prior to such
      special record date, all as more fully provided in the Indenture. The principal
      of and interest on this Debt Security shall be payable at the office or agency
      of the Trustee (or other Paying Agent appointed by the Company) 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 Securityholder at such address as shall appear in the Debt
      Security Register or by wire transfer of immediately available funds to an
      account appropriately designated by the holder hereof. Notwithstanding the
      foregoing, so long as the holder of this Debt Security is the Institutional
      Trustee, payment of the principal of and premium, if any, and interest on this
      Debt Security shall be made in immediately available funds when due at such
      place and to such account as may be designated by the Institutional Trustee.
      All
      payments in respect of this Debt Security shall be payable 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.




A-3




Upon
      submission of Notice (as defined in the Indenture) and so long as no Event
      of
      Default pursuant to paragraphs (c), (e), (f) or (g) of Section 5.01 of the
      Indenture has occurred and is continuing, the Company shall have the right
      under
      the Indenture, from time to time and without causing an Event of Default, to
      defer payments of interest on the Debt Securities by extending the interest
      distribution period on the Debt Securities at any time and from time to time
      during the term of the Debt Securities, for up to 20 consecutive quarterly
      periods (each such extended interest distribution period, an "Extension
      Period"), during which Extension Period no interest shall be due and payable
      (except any Additional Interest that may be due and payable). During any
      Extension Period, interest will continue to accrue on the Debt Securities,
      and
      interest on such accrued interest (such accrued interest and interest thereon
      referred to herein as "Deferred Interest") will accrue at an annual rate equal
      to the Interest Rate applicable during such Extension Period, compounded
      quarterly from the date such Deferred Interest would have been payable were
      it
      not for the Extension Period, to the extent permitted by law. No Extension
      Period may end on a date other than an Interest Payment Date. At the end of
      any
      such Extension Period the Company shall pay all Deferred Interest then accrued
      and unpaid on the Debt Securities; provided , however ,
      that no
      Extension Period may extend beyond the Maturity Date, Redemption Date (to the
      extent redeemed) or Special Redemption Date; and provided , further ,
      however, during any such Extension Period, the Company may not (i) 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 or
      (ii)
      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 Debt Securities or (iii) make
      any
      payment under any guarantees of the Company that rank in all respects *pari
      passu* with or
      junior in respect to the Capital Securities Guarantee (other than (a)
      repurchases, redemptions or other acquisitions of shares of capital stock of
      the
      Company (A) 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, (B) in connection with a dividend reinvestment or
      stockholder stock purchase plan or (C) 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 applicable Extension Period, (b) as a result of any exchange,
      reclassification, combination 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 to such stock). Prior to the termination of any Extension Period, the
      Company may further extend such Extension Period;provided,
      that no
      Extension Period (including all previous and further consecutive extensions
      that
      are part of such Extension Period) shall exceed 20 consecutive quarterly
      periods, or extend beyond the Maturity Date, Redemption Date (to the extent
      redeemed) or Special Redemption Date. Upon the termination of any Extension
      Period and upon the payment of all Deferred Interest, the Company may commence
      a
      new Extension Period, subject to the foregoing requirements. No interest or
      Deferred Interest shall be due and payable during an Extension Period, except
      at
      the end thereof, but Deferred Interest shall accrue upon each installment of
      interest that would otherwise have been due and payable during such Extension
      Period until such installment is paid. The Company must give the Trustee notice
      of its election to begin any Extension Period or extend an Extension Period
      ("Notice") not later than the related regular record date for the relevant
      Interest Payment Date. The Notice shall describe why the Company has elected
      to
      begin an Extension Period. The Notice shall acknowledge and affirm the Company's
      understanding that it is prohibited from issuing dividends and other
      distributions during the Extension Period. Upon receipt of the Notice, the
      Placement Agent shall have the right, at its sole discretion, to disclose the
      name of the Company, the fact that the Company has elected to begin an Extension
      Period and other information that such Placement Agent, at its sole discretion,
      deems relevant to the Company's election to begin an Extension Period. The
      Trustee shall give notice of the Company's election to begin a new Extension
      Period to the Securityholders.




A-4




The
      indebtedness evidenced by this Debt Security is, to the extent provided in
      the
      Indenture, subordinate and junior in right of payment to the prior payment
      in
      full of all Senior Indebtedness, and this Debt Security is issued subject to
      the
      provisions of the Indenture with respect thereto. Each holder of this Debt
      Security, by accepting the same, (a) agrees to and shall be bound by such
      provisions, (b) authorizes and directs the Trustee on such Securityholder's
      behalf to take such action as may be necessary or appropriate to acknowledge
      or
      effectuate the subordination so provided and (c) appoints the Trustee such
      Securityholder's attorney-in-fact for any and all such purposes. Each holder
      hereof, by such holder's 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 Securityholder upon said
      provisions.




The
      Company waives diligence, presentment, demand for payment, notice of nonpayment,
      notice of protest, and all other demands and notices.




This
      Debt
      Security shall not be entitled to any benefit under the Indenture hereinafter
      referred to and shall not 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 Debt Security 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.


A-5


IN
      WITNESS WHEREOF, the Company has duly executed this certificate.




**Wilshire
                Bancorp, Inc.**By:Name:Title:





Dated:__________________,
      2007




CERTIFICATE
      OF AUTHENTICATION




This
      represents Debt Securities referred to in the within-mentioned
      Indenture.




LaSalle
                Bank National Association, not in its individual capacity but solely
                as
                TrusteeBy:Authorized
                SignatoryDated:__________________,
                2007


A-6


[FORM
      OF
      REVERSE OF SECURITY]




This
      Debt
      Security is one of a duly authorized series of Debt Securities of the Company,
      all issued or to be issued pursuant to an Indenture (the "Indenture"), dated
      as
      of July 10, 2007, duly executed and delivered between the Company and LaSalle
      Bank National Association, as Trustee (the "Trustee"), to which Indenture and
      all indentures supplemental thereto reference is hereby made for a description
      of the rights, limitations of rights, obligations, duties and immunities
      thereunder of the Trustee, the Company and the holders of the Debt Securities
      (referred to herein as the "Debt Securities") of which this Debt Security is
      a
      part. The summary of the terms of this Debt Security contained herein does
      not
      purport to be complete and is qualified by reference to the
      Indenture.




Upon
      the
      occurrence and continuation of a Tax Event, an Investment Company Event or
      a
      Capital Treatment Event (each a "Special Event"), this Debt Security may become
      due and payable, in whole or in part, at any time, within 90 days following
      the
      occurrence of such Tax Event, Investment Company Event or Capital Treatment
      Event (the "Special Redemption Date"), as the case may be, at the Special
      Redemption Price.




The
      Company shall also have the right to redeem this Debt Security at the option
      of
      the Company, in whole or in part, on any March 15, June 15, September 15 or
      December 15 on or after September 15, 2012 (a "Redemption Date"), at the
      Redemption Price.




Any
      redemption pursuant to either of the two preceding paragraphs will be made,
      subject to the receipt by the Company of prior approval from any regulatory
      authority with jurisdiction over the Company if such approval is then required
      under applicable capital guidelines or policies of such regulatory authority,
      upon not less than 30 days' nor more than 60 days' notice. If the Debt
      Securities are only partially redeemed by the Company, the Debt Securities
      will
      be redeemed pro
      rata or by
      lot or by any other method utilized by the Trustee.




"Redemption
      Price" means 100% of the principal amount of the Debt Securities being redeemed
      plus accrued and unpaid interest on such Debt Securities to the Redemption
      Date.




"Special
      Redemption Price" means, with respect to the redemption of any Debt Security
      following a Special Event, an amount in cash equal to 103.525% of the principal
      amount of Debt Securities to be redeemed prior to September 15, 2008 and
      thereafter equal to the percentage of the principal amount of the Debt
      Securities that is specified below for the Special Redemption Date plus, in
      each
      case, unpaid interest accrued thereon to the Special Redemption Date:




Special
                Redemption During the
              12-Month
                Period Beginning September 15
            
            Percentage
                of Principal
              Amount2008
            
            103.140%2009
            
            102.355%2010
            
            101.570%2011
            
            100.785%2012
                and thereafter
            
            100.000%




A-7


In
      the
      event of redemption of this Debt Security in part only, a new Debt Security
      or
      Debt Securities for the unredeemed portion hereof will be issued in the name
      of
      the Securityholder hereof upon the cancellation hereof.




In
      certain cases where an Event of Default pursuant to paragraphs (c), (e), (f)
      or
      (g) of Section 5.01 of the Indenture shall have occurred and be continuing,
      the
      principal of all of the Debt Securities may be declared, and, in certain cases,
      shall ipso facto become, due and payable, and upon such declaration of
      acceleration shall become due and payable, in each case, 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 Debt Securities at the time outstanding affected thereby, as specified
      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 Securityholders; provided , however ,
      that no
      such supplemental indenture shall, among other things, without the consent
      of
      the holders of each Debt Security then outstanding and affected thereby (i)
      change the Maturity Date of any Debt Security, or reduce the principal amount
      thereof or any redemption premium thereon, or reduce the rate (or manner of
      calculation of the rate) or extend the time of payment of interest thereon,
      or
      reduce (other than as a result of the maturity or earlier redemption of any
      such
      Debt Security in accordance with the terms of the Indenture and such Debt
      Security) or increase the aggregate principal amount of Debt Securities then
      outstanding, or change any of the redemption provisions, or make the principal
      thereof or any interest or premium thereon payable in any coin or currency
      other
      than United States Dollars, or impair or affect the right of any Securityholder
      to institute suit for the payment thereof, or (ii) reduce the aforesaid
      percentage of Debt Securities, the holders of which are required to consent
      to
      any such supplemental indenture. The Indenture also contains provisions
      permitting the holders of a majority in aggregate principal amount of the Debt
      Securities at the time outstanding, on behalf of all of the Securityholders,
      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) a default in payments due in respect of any of the Debt Securities,
      (b) in respect of covenants or provisions of the Indenture which cannot be
      modified or amended without the consent of the holder of each Debt Security
      affected, or (c) in respect of the covenants of the Company relating to its
      ownership of Common Securities of the Trust. Any such consent or waiver by
      the
      registered holder of this Debt Security (unless revoked as provided in the
      Indenture) shall be conclusive and binding upon such Securityholder and upon
      all
      future holders and owners of this Debt Security and of any Debt Security 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 Debt Security.




No
      reference herein to the Indenture and no provision of this Debt Security or
      of
      the Indenture shall alter or impair the obligation of the Company, which is
      absolute and unconditional, to pay all payments due on this Debt Security at
      the
      time and place and at the rate and in the money herein prescribed.




A-8




As
      provided in the Indenture and subject to certain limitations herein and therein
      set forth, this Debt Security is transferable by the registered holder hereof
      on
      the Debt Security Register of the Company, upon surrender of this Debt Security
      for registration of transfer at the office or agency of the Trustee in Chicago,
      Illinois 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 such Securityholder's attorney duly authorized in writing,
      and
      thereupon one or more new Debt Securities of authorized denominations and for
      the same aggregate principal amount will be issued to the designated transferee
      or transferees. No service charge will be made for any such registration of
      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 Debt Security, the Company,
      the Trustee, any Authenticating Agent, any Paying Agent, any transfer agent
      and
      the Debt Security Registrar may deem and treat the registered holder hereof
      as
      the absolute owner hereof (whether or not this Debt Security shall be overdue
      and notwithstanding any notice of ownership or writing hereon) for the purpose
      of receiving payment of the principal of and premium, if any, and interest
      on
      this Debt Security and for all other purposes, and neither the Company nor
      the
      Trustee nor any Authenticating Agent nor any Paying Agent nor any transfer
      agent
      nor any Debt Security 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 Debt Security, 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
      Debt
      Securities are issuable only in registered certificated form without coupons.
      As
      provided in the Indenture and subject to certain limitations herein and therein
      set forth, Debt Securities are exchangeable for a like aggregate principal
      amount of Debt Securities of a different authorized denomination, as requested
      by the Securityholder surrendering the same.




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




THE
      LAW
      OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THE DEBT SECURITIES,
      WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401
      OF THE GENERAL OBLIGATIONS LAW).




A-9