Exhibit 10.27







 




 




 




 




 

VINEYARD
NATIONAL BANCORP

 

as
Company

 




 




 




 




 




 




 

INDENTURE

 

Dated as
of May 18, 2004

 




 




 

JPMORGAN
CHASE BANK

 

As
Trustee

 




 




 

JUNIOR
SUBORDINATED DEBT SECURITIES 

 

Due July
23, 2034

 




 






























ARTICLE
I

 

DEFINITIONS

Page


	
      SECTION
      1.01. Definitions
	 	
      1

	
      Additional
      Interest
	 	
      1

	
      Additional
      Provisions
	 	
      1

	
      Authenticating
      Agent
	 	
      1

	
      Bankruptcy
      Law
	 	
      1

	
      Board
      of Directors
	 	
      2

	
      Board
      Resolution
	 	
      2

	
      Business
      Day
	 	
      2

	
      Calculation
      Agent
	 	
      2

	
      Capital
      Securities
	 	
      2

	
      Capital
      Securities Guarantee
	 	
      2

	
      Capital
      Treatment Event
	 	
      2

	
      Certificate
	 	
      3

	
      Common
      Securities
	 	
      3

	
      Company
	 	
      3

	
      Debt
      Security
	 	
      3

	
      Debt
      Security Register
	 	
      3

	
      Declaration
	 	
      3

	
      Default 
	 	
      3

	
      Defaulted
      Interest
	 	
      3

	
      Deferred
      Interest
	 	
      3

	
      Event
      of Default
	 	
      3

	
      Extension
      Period
	 	
      3

	
      Federal
      Reserve
	 	
      3

	
      Indenture
	 	
      3

	
      Initial
      Purchaser
	 	
      3

	
      Institutional
      Trustee
	 	
      3

	
      Interest
      Payment Date
	 	
      4

	
      Interest
      Rate
	 	
      4

	
      Investment
      Company Event
	 	
      4

	
      LIBOR
	 	
      4

	
      LIBOR
      Banking Day
	 	
      4

	
      LIBOR
      Business Day
	 	
      4

	
      LIBOR
      Determination Date
	 	
      4

	
      Liquidation
      Amount
	 	
      4

	
      Maturity
      Date
	 	
      4

	
      Notice
	 	
      4

	
      Officers'
      Certificate
	 	
      4

	
      Opinion
      of Counsel
	 	
      5

	
      OTS
	 	
      5

	
      Outstanding
	 	
      5

	
      Paying
      Agent
	 	
      5

	
      Person
	 	
      5

	
      Predecessor
      Security
	 	
      5

	
      Principal
      Office of the Trustee
	 	
      5

	
      Redemption
      Date
	 	
      5

	
      Redemption
      Price
	 	
      6

	
      Responsible
      Officer
	 	
      6

	
      Securityholder
	 	
      6

	
      Senior
      Indebtedness
	 	
      6

	
      Special
      Event
	 	
      6

	
      Special
      Redemption Date
	 	
      6

	
      Subsidiary
	 	
      7

	
      Tax
      Event
	 	
      7

	
      Trust
	 	
      7

	
      Trust
      Indenture Act
	 	
      7

	
      Trust
      Securities
	 	
      7

	
      Trustee
	 	
      8

	
      United
      States
	 	
      8

	
      U.S.
      Person
	 	
      8













-i-












ARTICLE
II

 

DEBT
SECURITIES

 


	
      SECTION
      2.01.
	
      Authentication
      and Dating
	
      8

	
      SECTION
      2.02.
	
      Form
      of Trustee's Certificate of Authentication
	
      8

	
      SECTION
      2.03
	
      Form
      and Denomination of Debt Securities
	
      9

	
      SECTION
      2.04.
	
      Execution
      of Debt Securities
	
      9

	
      SECTION
      2.05.
	
      Exchange
      and Registration of Transfer of Debt Securities
	
      9

	
      SECTION
      2.06.
	
      Mutilated,
      Destroyed, Lost or Stolen Debt Securities
	
      12

	
      SECTION
      2.07.
	
      Temporary
      Debt Securities
	
      13

	
      SECTION
      2.08.
	
      Payment
      of Interest
	
      13

	
      SECTION
      2.09.
	
      Cancellation
      of Debt Securities Paid, etc
	
      15

	
      SECTION
      2.10.
	
      Computation
      of Interest
	
      15

	
      SECTION
      2.11.
	
      Extension
      of Interest Payment Period
	
      17

	
      SECTION
      2.12.
	
      CUSIP
      Numbers
	
      18







ARTICLE
III

 

PARTICULAR
COVENANTS OF THE COMPANY

 





	
      SECTION
      3.01.
	
      Payment
      of Principal, Premium and Interest; Agreed Treatment of the Debt
      Securities
	
      18

	
      SECTION
      3.02.
	
      Offices
      for Notices and Payments, etc
	
      19

	
      SECTION
      3.03.
	
      Appointments
      to Fill Vacancies in Trustee's Office
	
      19

	
      SECTION
      3.04.
	
      Provision
      as to Paying Agent
	
      19

	
      SECTION
      3.05.
	
      Certificate
      to Trustee
	
      20

	
      SECTION
      3.06.
	
      Additional
      Interest
	
      21

	
      SECTION
      3.07.
	
      Compliance
      with Consolidation Provisions
	
      21

	
      SECTION
      3.08.
	
      Limitation
      on Dividends
	
      21

	
      SECTION
      3.09.
	
      Covenants
      as to the Trust
	
      22













-ii-












ARTICLE
IV

 

LISTS AND
REPORTS BY THE COMPANY AND THE TRUSTEE

 


	
      SECTION
      4.01.
	
      Securityholders'
      Lists
	
      22

	
      SECTION
      4.02.
	
      Preservation
      and Disclosure of Lists
	
      23







ARTICLE
V

 

REMEDIES
OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT

 


	
      SECTION
      5.01.
	
      Events
      of Default
	
      24

	
      SECTION
      5.02.
	
      Payment
      of Debt Securities on Default; Suit Therefor
	
      26

	
      SECTION
      5.03.
	
      Application
      of Moneys Collected by Trustee
	
      27

	
      SECTION
      5.04.
	
      Proceedings
      by Securityholders
	
      28

	
      SECTION
      5.05.
	
      Proceedings
      by Trustee
	
      28

	
      SECTION
      5.06.
	
      Remedies
      Cumulative and Continuing
	
      28

	
      SECTION
      5.07.
	
      Direction
      of Proceedings and Waiver of Defaults by Majority of
      Securityholders
	
      29

	
      SECTION
      5.08.
	
      Notice
      of Defaults
	
      29

	
      SECTION
      5.09.
	
      Undertaking
      to Pay Costs
	
      30







ARTICLE
VI

 

CONCERNING
THE TRUSTEE

 


	
      SECTION
      6.01.
	
      Duties
      and Responsibilities of Trustee
	
      30

	
      SECTION
      6.02.
	
      Reliance
      on Documents, Opinions, etc
	
      32

	
      SECTION
      6.03.
	
      No
      Responsibility for Recitals, etc
	
      33

	
      SECTION
      6.04.
	
      Trustee,
      Authenticating Agent, Paying Agents, Transfer Agents or Registrar May Own
      Debt Securities
	
      33

	
      SECTION
      6.05.
	
      Moneys
      to be Held in Trust
	
      33

	
      SECTION
      6.06.
	
      Compensation
      and Expenses of Trustee
	
      33

	
      SECTION
      6.07.
	
      Officers'
      Certificate as Evidence
	
      34

	
      SECTION
      6.08.
	
      Eligibility
      of Trustee
	
      34

	
      SECTION
      6.09.
	
      Resignation
      or Removal of Trustee, Calculation Agent, Paying Agent or Debt Security
      Registrar
	
      35

	
      SECTION
      6.10.
	
      Acceptance
      by Successor
	
      36

	
      SECTION
      6.11.
	
      Succession
      by Merger, etc
	
      37

	
      SECTION
      6.12.
	
      Authenticating
      Agents
	
      38













-iii-












ARTICLE
VII

 

CONCERNING
THE SECURITYHOLDERS

 





	
      SECTION
      7.01.
	
      Action
      by Securityholders
	
      39

	
      SECTION
      7.02.
	
      Proof
      of Execution by Securityholders
	
      39

	
      SECTION
      7.03.
	
      Who
      Are Deemed Absolute Owners
	
      40

	
      SECTION
      7.04.
	
      Debt
      Securities Owned by Company Deemed Not Outstanding
	
      40

	
      SECTION
      7.05.
	
      Revocation
      of Consents; Future Securityholders Bound
	
      40







ARTICLE
VIII

 

SECURITYHOLDERS'
MEETINGS

 





	
      SECTION
      8.01.
	
      Purposes
      of Meetings
	
      41

	
      SECTION
      8.02.
	
      Call
      of Meetings by Trustee
	
      41

	
      SECTION
      8.03.
	
      Call
      of Meetings by Company or Securityholders
	
      42

	
      SECTION
      8.04.
	
      Qualifications
      for Voting
	
      42

	
      SECTION
      8.05.
	
      Regulations
	
      42

	
      SECTION
      8.06.
	
      Voting
	
      43

	
      SECTION
      8.07.
	
      Quorum;
      Actions
	
      43

	
      SECTION
      8.08.
	
      Written
      Consent Without a Meeting
	
      44







ARTICLE
IX

 

SUPPLEMENTAL
INDENTURES

 


	
      SECTION
      9.01.
	
      Supplemental
      Indentures without Consent of Securityholders
	
      44

	
      SECTION
      9.02.
	
      Supplemental
      Indentures with Consent of Securityholders
	
      45

	
      SECTION
      9.03.
	
      Effect
      of Supplemental Indentures
	
      46

	
      SECTION
      9.04.
	
      Notation
      on Debt Securities
	
      47

	
      SECTION
      9.05.
	
      Evidence
      of Compliance of Supplemental Indenture to be furnished to
      Trustee
	
      47







ARTICLE
X

 

REDEMPTION
OF SECURITIES

 


	
      SECTION
      10.01.
	
      Optional
      Redemption
	
      47

	
      SECTION
      10.02.
	
      Special
      Event Redemption
	
      47

	
      SECTION
      10.03.
	
      Notice
      of Redemption; Selection of Debt Securities
	
      48

	
      SECTION
      10.04.
	
      Payment
      of Debt Securities Called for Redemption
	
      48







ARTICLE
XI

 

CONSOLIDATION,
MERGER, SALE, CONVEYANCE AND LEASE

 


	
      SECTION
      11.01.
	
      Company
      May Consolidate, etc., on Certain Terms
	
      49

	
      SECTION
      11.01.
	
      Successor
      Entity to be Substituted
	
      50

	
      SECTION
      11.01.
	
      Opinion
      of Counsel to be Given to Trustee
	
      50













-iv-












ARTICLE
XII

 

SATISFACTION
AND DISCHARGE OF INDENTURE

 


	
      SECTION
      12.01.
	
      Discharge
      of Indenture
	
      50

	
      SECTION
      12.02.
	
      Deposited
      Moneys to be Held in Trust by Trustee
	
      51

	
      SECTION
      12.03.
	
      Paying
      Agent to Repay Moneys Held
	
      51

	
      SECTION
      12.04.
	
      Return
      of Unclaimed Moneys
	
      51







ARTICLE
XIII

 

IMMUNITY
OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

 


	
      SECTION
      13.01.
	
      Indenture
      and Debt Securities Solely Corporate Obligations
	
      52







ARTICLE
XIV

 

MISCELLANEOUS
PROVISIONS

 


	
      SECTION
      14.01.
	
      Successors
	
      52

	
      SECTION
      14.02.
	
      Official
      Acts by Successor Entity
	
      52

	
      SECTION
      14.03.
	
      Surrender
      of Company Powers
	
      52

	
      SECTION
      14.04.
	
      Addresses
      for Notices, etc
	
      53

	
      SECTION
      14.05.
	
      Governing
      Law
	
      53

	
      SECTION
      14.06.
	
      Evidence
      of Compliance with Conditions Precedent
	
      53

	
      SECTION
      14.07.
	
      Non-Business
      Days
	
      54

	
      SECTION
      14.08.
	
      Table
      of Contents, Headings, etc
	
      54

	
      SECTION
      14.09.
	
      Execution
      in Counterparts
	
      54

	
      SECTION
      14.10.
	
      Severability
	
      54

	
      SECTION
      14.11.
	
      Assignment
	
      54

	
      SECTION
      14.12.
	
      Acknowledgment
      of Rights
	
      54







ARTICLE
XV

 

SUBORDINATION
OF DEBT SECURITIES

 


	
      SECTION
      15.01.
	
      Agreement
      to Subordinate
	
      55

	
      SECTION
      15.02.
	
      Default
      on Senior Indebtedness
	
      55

	
      SECTION
      15.03.
	
      Liquidation;
      Dissolution; Bankruptcy
	
      56

	
      SECTION
      15.04.
	
      Subrogation
	
      57

	
      SECTION
      15.05.
	
      Trustee
      to Effectuate Subordination
	
      58

	
      SECTION
      15.06.
	
      Notice
      by the Company
	
      58

	
      SECTION
      15.07.
	
      Rights
      of the Trustee, Holders of Senior Indebtedness
	
      59

	
      SECTION
      15.08.
	
      Subordination
      May Not Be Impaired
	
      59













-v-












EXHIBITS





	
      EXHIBIT
      A
	
      FORM
      OF DEBT SECURITY
	 












-vi-
















 

THIS
INDENTURE, dated as of May 18, 2004, between Vineyard National Bancorp, a bank
holding company incorporated in California (hereinafter sometimes called the
"Company"), and JPMorgan Chase Bank 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 July 23, 2034 (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.

 







1












  "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 either 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.

 

  "Capital
Securities Guarantee" means the guarantee agreement that the Company will enter
into with JPMorgan Chase Bank 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
the Company will not, 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 Vineyard National Bancorp, 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.

 

  "Declaration"
means the Amended and Restated Declaration of Trust of the Trust dated as of May
18, 2004, 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.

 

  "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.

 

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

 

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


 

  "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.

 







3












  "Interest
Payment Date" means January 23, April 23, July 23 and October 23 of each year,
commencing on July 23, 2004, 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 Period, a per annum rate of interest,
equal to LIBOR, as determined on the LIBOR Determination Date for such Interest
Payment Date, plus 2.85%; 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
application.

 

  "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.

 

  "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 July 23, 2034.

 

  "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.

 







4












  "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.

 

  "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.

 

  "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 600 Travis Street, 50th Floor,
Houston, Texas 77002.

 

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

 







5












  "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 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.

 

  "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.

 

  "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, including, without limitation, the debt securities of the Company
issued under the Indenture, dated December 19, 2002 ,between the Company and
Wilmington Trust Company, as trustee, including, without limitation, the debt
securities of the Company issued under the Indenture, dated December 19, 2002,
between the Company and State Street Bank and Trust Company of Connecticut,
National Association, as trustee, including, without limitation, the debt
securities of the Company issued under the Indenture, dated September 25, 2003
between the Company and Wilmington Trust Company , as trustee, including,
without limitation, the debt securities of the Company issued under the
Indenture, dated December 19, 2003, between the Company and Wilmington Trust
Company, as trustee, including, without limitation, the debt securities of the
Company issued under the Indenture, dated March 25, 2004, between the Company
and JPMorgan Chase Bank, as trustee, or (B) any guarantees of the Company in
respect of the equity or other securities of any financing entity referred to in
clause (A) above.

 







6












  "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 July 23, 2005 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 July 23
	
      Percentage
      of Principal Amount

	 	 
	
      2005
	
      103.140%

	
      2006
	
      102.355%

	
      2007
	
      101.570%

	
      2008
	
      100.785%

	
      2009
      and thereafter
	
      100.000%

	 	 



  "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) 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.

 







7












  "Trust"
means Vineyard Statutory Trust VI, 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 Vineyard Statutory
Trust VI.

 

  "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 $12,372,000 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.

 







8












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

 

JPMorgan
Chase Bank, not in its individual capacity but solely as Trustee

 

By      

Authorized
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 holder is entitled to the
benefits of this Indenture.

 







9












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
Company 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 Company 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.

 

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 holder or such holder's attorney duly
authorized in writing.

 







10












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:

 

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.

 







11












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.

 

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.

 







12












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.

 

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.

 







13












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.

 

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 (subject to the provisions of Article XV) on each
Interest Payment Date commencing on July 23, 2004. 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 shall be paid to the Person to whom principal is paid. In case
(i) the Maturity Date of any Debt Security or (ii) 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.

 







14












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 holder on the relevant regular record date by virtue
of having been such holder, 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.

 






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 Section 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.

 







15












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 January 23, April 23, July 23 and October
23 (or, with respect to the first Interest Payment Period, on May 18, 2004)
(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 Telerate Page 3750 (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 Telerate
Page 3750 on the Moneyline Telerate, Inc. service (or such other service or
services as may be nominated by the British Banker's Association as the
information vendor for the purpose of displaying London interbank offered rates
for U.S. dollar deposits), as of 11:00 a.m. (London time) on such LIBOR
Determination Date, 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 Wilmington, Delaware are authorized or obligated by law or executive
order to be closed. If such rate is superseded on Telerate Page 3750 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.

 

(2)  If, on
any LIBOR Determination Date, such rate does not appear on Telerate Page 3750 or
such other page as may replace such Telerate Page 3750 on the Moneyline
Telerate, Inc. service (or such other service or services as may be nominated by
the British Banker's Association as the information vendor for the purpose of
displaying London interbank offered rates for U.S. dollar deposits), 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.

 







16












(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).

 

(d)  On each
LIBOR Determination Date, the Calculation Agent shall notify, in writing, the
Company 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 the holder of any Debt Securities, 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 Holders
of the Debt Securities. 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.

 

SECTION
2.11.   Extension
of Interest Payment Period.

 







17












So long
as no Event of Default has occurred and is continuing, the Company shall have
the right, 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 or extend beyond
the Maturity Date, any Redemption Date or any Special Redemption Date, as the
case may be. 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; 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. 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. The Company must give the Trustee
notice of its election to begin such Extension Period ("Notice") at least one
Business Day prior to the earlier of (i) the next succeeding date on which
interest on the Debt Securities would have been payable except for the election
to begin such Extension Period or (ii) the date such interest is payable, but in
any event not later than the related regular record 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, an
Initial Purchaser 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 Initial Purchaser, 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.

 

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.

 

ARTICLE
III  

 

 

PARTICULAR
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
holders of Debt Securities 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 holders 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. 

 







18












(b)  The
Company will treat the Debt Securities as indebtedness, and the interest payable
in respect of such Debt Securities as interest, for all U.S. federal income tax
purposes. As a condition to the payment of any principal of or interest on any
Debt Security without the imposition of withholding tax, the Company 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 U.S. Person
or an Internal Revenue Service Form W-8 (or applicable successor form) in the
case of a Person that is not a U.S. Person and any other certification
acceptable to it to enable the Company and the Trustee to determine their
respective duties and liabilities with respect to any taxes or other charges
that they may be required to pay or withhold in respect of such Debt Security or
the holder of such Debt Security under any present or future law or regulation
of the United States or any political subdivision thereof or taxing authority
therein or to comply with any reporting or other requirements under any such law
or regulation.

 

(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.

 

(d)  As of the
date of this Indenture, the Company represents that the likelihood that it would
exercise its right under Section 2.11 to defer payments of interest on the Debt
Securities by commencing an Extension Period at any time during which the Debt
Securities are outstanding is remote because of the restrictions that would be
imposed on the Company's ability to declare or pay dividends or distributions
on, or to redeem, purchase or make a liquidation payment with respect to, any of
its outstanding equity and on the Company's ability to make any payments of
principal of or interest on, or repurchase or redeem, any of its debt securities
that rank pari
passu in all
respects with (or junior in interest to) the Debt Securities.

 

SECTION
3.02.   Offices
for Notices and Payments, etc.

 

So long
as any of the Debt Securities remain outstanding, the Company will maintain in
New York, New York 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 ITS Unit Trust Window, 4 New
York Plaza, Ground Floor, New York, New York 10004, attention: ITS (Houston) -
Vineyard Statutory Trust VI as such
office or agency. In case the Company shall fail to maintain any such office or
agency in New York, New York 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.

 







19












In
addition to any such office or agency, the Company may from time to time
designate one or more offices or agencies outside Houston, Texas or 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 in New York, New York for the
purposes above mentioned. The Company will give to the Trustee prompt written
notice of any such designation or rescission thereof.

 

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
holders of the Debt Securities;

 

(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 holders of the Debt Securities 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.

 







20












(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.

 

(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.

 







21












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.

 

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).

 







22












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.

 

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 of the Debt Securities 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 holders of Debt Securities (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 Securities 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 holders of Debt Securities (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 holders
of Debt Securities 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:

 







23












(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 holders of Debt Securities 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.

 

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 of Debt Securities 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 holder of Debt Securities, 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 holders of Debt Securities 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).

 







24












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, 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 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 90 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the holders of 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

 

(d)  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

 

(e)  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

 

(f)  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.

 







25












 

If an
Event of Default specified under clause (a), (b) or (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 (d),
(e) or (f) 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. 

 

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.

 

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 holders of the Debt Securities shall be restored respectively to their
several positions and rights hereunder, and all rights, remedies and powers of
the Company, the Trustee and the holders of the Debt Securities shall continue
as though no such proceeding had been taken.

 







26












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
clause 5.01(a) or 5.01(b) and upon demand of the Trustee, the Company will pay
to the Trustee, for the benefit of the holders of the Debt Securities, 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 holders of the Debt Securities 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.

 







27












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 holders of the Debt
Securities.

 

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 holders of the Debt
Securities, and it shall not be necessary to make any holders of the Debt
Securities 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 fixed by the Trustee 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;

 

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 holder
of any Debt Security shall have any right to institute any suit, action or
proceeding for any remedy hereunder, unless such holder 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
holder of Debt Securities shall have any right to prejudice the rights of any
other holder of Debt Securities, obtain priority or preference over any other
such holder or enforce any right under this Indenture except in the manner
herein provided and for the equal, ratable and common benefit of all holders of
Debt Securities.

 







28












Notwithstanding
any other provisions in this Indenture, however, the right of any holder of any
Debt Security 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 holder. 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.

 

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 holders of the Debt Securities, 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 holder of any of the Debt Securities 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.

 







29












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
holders of the Debt Securities 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.

 

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 holders appear upon the Debt Security Register, notice of
all Defaults with respect to the Debt Securities 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) and (e) 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.

 







30












SECTION
5.09.   Undertaking
to Pay Costs.

 

All
parties to this Indenture agree, and each holder of any Debt Security by such
holder's acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 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.

 

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

 







31












(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 holder of
the Debt Securities, except with respect to an Event of Default pursuant to
Sections 5.01(a) or 5.01(b) 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

 

(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;

 







32












(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

 

(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.

 







33












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.

 

SECTION
6.06.   Compensation
and Expenses of Trustee.

 

Other
than as provided in the Fee Agreement of even date herewith between Cohen Bros.
& Company, the Trustee, the Company and Delaware Trustee (as defined in the
Declaration), 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.

 







34












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 (d), (e) or (f) 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.

 

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 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 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 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 association shall be otherwise
eligible and qualified under this Article.

 







35












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 holders of the Debt Securities 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.

 

(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.

 







36












(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 holders 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.

 

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.

 







37












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 holders of Debt Securities 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.

 

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.

 







38












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 holders of Debt Securities as
the names and addresses of such holders 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.

 

Other
than as provided in the Fee Agreement of even date herewith between Cohen Bros.
& Company, the Company, the Trustee and Delaware Trustee (as defined in the
Declaration), 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.

 







39












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 holders
of Debt Securities 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 Securityholders 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.

 

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.

 







40












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 holder for the time being or upon such holder'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.

 

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 holder (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 holder 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.

 







41












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.

 

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 The City
of New York, the Borough of Manhattan, or Houston, Texas, 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 holders of Debt Securities 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 in
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.

 







42












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.

 

Subject
to the provisions of Section 7.04, at any meeting each holder of Debt Securities
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 holder; 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.

 







43












The vote
upon any resolution submitted to any meeting of holders of Debt Securities with
respect to which such meeting is being held shall be by written ballots on which
shall be subscribed the signatures of such holders 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.

 

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.

 







44












Any
resolution passed or decision taken at any meeting of holders of Debt Securities
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;

 

(b)  to add to
the covenants of the Company such further covenants, restrictions or conditions
for the protection of the holders of Debt Securities as the Board of Directors
shall consider to be for the protection of the holders of such Debt Securities,
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 holders of the
Debt Securities;

 







45












(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 holders of the Debt
Securities);

 

(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 holders of Debt Securities.

 

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.

 

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 holders of
any of the Debt Securities 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
holders of the Debt Securities; 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 holder,
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.

 







46












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.

 

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 holders of Debt Securities 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.

 







47












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 Periods terminating on or prior to such date) from
time to time in part, on any January 23, April 23, July 23 or October 23 on or
after July 23, 2009 (the "Redemption Date"), at the Redemption
Price.

 

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.

 







48












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 holders of Debt Securities 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 holder 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.

 

Prior to
10:00 a.m. New York City time on 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.

 

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).

 







49












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 holders of such
Debt Securities or 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 holders 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.


 







50












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.

 

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.

 







51












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.

 

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.

 







52












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 holders of Debt Securities 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 holder 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.

 

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.

 







53












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, telecopied (which telecopy shall be followed by
notice delivered or mailed by first class mail) or mailed by first class mail to
the Company at:

 

Vineyard
National Bancorp

8105
Irvine Center Drive

Irvine,
CA 92618

Attention:
Gordon Fong




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 JPMorgan Chase Bank
at:

 

600
Travis Street, 50th
Floor

 

Houston,
TX 77002

 

Attn:
Institutional Trust Services - Vineyard Statutory Trust VI

 

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.

 







54












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, any Redemption Date or the
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 in
respect of such payment made on such next succeeding 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.

 

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.

 







55












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 holder of Debt
Securities 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.

 

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 holder of a Debt Security, 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.

 







56












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.

 

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.

 







57












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.

 

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 holders of the Debt Securities 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
holders of the Debt Securities, 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 holders of the Debt Securities, the obligation of the Company,
which is absolute and unconditional, to pay to the holders of the Debt
Securities 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 holders of the Debt Securities 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.

 







58












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.

 

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.

 







59












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.

 

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 holders of the Debt Securities 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.

 







60












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

 




 















61
















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.

 

Vineyard
National Bancorp







By:_____________________________        

Name:___________________________       

Title:____________________________        







JPMorgan
Chase Bank, as Trustee







By:____________________________        

Name:__________________________       

Title:___________________________        













 










62
















EXHIBIT
A




 

FORM
OF JUNIOR SUBORDINATED DEBT SECURITY

 

DUE
2034

 

[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 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.

 







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 2034

 

of

 

Vineyard
National Bancorp

 

Vineyard
National Bancorp, a bank holding company incorporated in California (the
"Company"), for value received promises to pay to JPMorgan Chase Bank, not in
its individual capacity but solely as Institutional Trustee for Vineyard
Statutory Trust VI, a Delaware statutory trust (the "Holder"), or registered
assigns, the principal sum of Twelve Million Three Hundred Seventy Two Thousand
Dollars on July 23, 2034 and to pay interest on said principal sum from May 18,
2004, 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 January 23,
April 23, July 23 and October 23 of each year commencing July 23, 2004, at a
variable per annum rate equal to LIBOR (as defined in the Indenture) plus 2.85%
(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
Extension 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 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, any Redemption Date or the
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 in
respect of such payment made on such next succeeding 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 holders 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
holders of the Debt Securities 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 holder at such address as shall appear in the Debt Security
Register or by wire transfer or 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 has occurred and is continuing, the Company shall have the right, 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; 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. 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 or
extend an Extension Period at least one Business Day prior to the regular record
date applicable to the next succeeding Interest Payment Date.

 







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 holder'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 holder'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 holder 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.

 




 










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

 

Vineyard
National Bancorp







By:______________________________        

Name:____________________________        

Title:_____________________________       




Dated:__________________,
2004

 

CERTIFICATE
OF AUTHENTICATION

 

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

 

JPMorgan
Chase Bank, not in its individual capacity but solely as Trustee







By:__________________________________        

Authorized
Signatory




Dated:__________________,
2004

 








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[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 May 18, 2004, duly executed and delivered between the Company and
JPMorgan Chase Bank, 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 January 23, April 23, July 23 or
October 23 on or after July 23, 2009 (a "Redemption Date"), at the Redemption
Price.

 

Any
redemption pursuant to the preceding paragraph 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 July 23, 2005 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 July 23
	
      Percentage
      of Principal Amount

	 	 
	
      2005
	
      103.140%

	
      2006
	
      102.355%

	
      2007
	
      101.570%

	
      2008
	
      100.785%

	
      2009
      and thereafter
	
      100.000%

	 	 



 







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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 holder hereof upon the cancellation hereof.

 

In case
an Event of Default, as defined in the Indenture, shall have occurred and be
continuing, the principal of all of the 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 holders of the Debt Securities; 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 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 holder of Debt Securities
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 holders of the Debt
Securities, 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 holder 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 Houston,
Texas 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 holder'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 holder 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.

 










A-9