Exhibit 4.1


    EXHIBIT
      4.1

     

    
      

      

    

    
      JUNIOR
        SUBORDINATED INDENTURE

      


      


      between

      


      


      FLAG
        FINANCIAL CORPORATION

      


      


      and

      


      


      


      WILMINGTON
        TRUST COMPANY,

      as
        Trustee

      


      


      


      _____________________

       

      Dated
        as
        of November 10, 2005

      


      _____________________

       

      
        

        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    
      	 	 	
              Page

            
	
              ARTICLE
                I

              
                Definitions
                  and Other Provisions of General Application

              

            
	 
	
              SECTION
                1.1.

            	
              Definitions.

            	
              1

            
	
              SECTION
                1.2.

            	
              Compliance
                Certificate and Opinions.

            	
              10

            
	
              SECTION
                1.3.

            	
              Forms
                of Documents Delivered to Trustee.

            	
              11

            
	
              SECTION
                1.4.

            	
              Acts
                of Holders.

            	
              12

            
	
              SECTION
                1.5.

            	
              Notices,
                Etc. to Trustee and Company.

            	
              13

            
	
              SECTION
                1.6.

            	
              Notice
                to Holders; Waiver.

            	
              14

            
	
              SECTION
                1.7.

            	
              Effect
                of Headings and Table of Contents.

            	
              14

            
	
              SECTION
                1.8.

            	
              Successors
                and Assigns.

            	
              14

            
	
              SECTION
                1.9.

            	
              Separability
                Clause.

            	
              15

            
	
              SECTION
                1.10.

            	
              Benefits
                of Indenture.

            	
              15

            
	
              SECTION
                1.11.

            	
              Governing
                Law.

            	
              15

            
	
              SECTION
                1.12.

            	
              Submission
                to Jurisdiction.

            	
              15

            
	
              SECTION
                1.13.

            	
              Non-Business
                Days.

            	
              15

            
	 	 	 
	
              ARTICLE
                II

              Security
                Forms

            
	 
	
              SECTION
                2.1.

            	
              Form
                of Security.

            	
              16

            
	
              SECTION
                2.2.

            	
              Restricted
                Legend.

            	
              21

            
	
              SECTION
                2.3.

            	
              Form
                of Trustee’s Certificate of Authentication.

            	
              23

            
	
              SECTION
                2.4.

            	
              Temporary
                Securities.

            	
              24

            
	
              SECTION
                2.5.

            	
              Definitive
                Securities.

            	
              24

            
	 	 	 
	
              ARTICLE
                III

              The
                Securities

            
	 
	
              SECTION
                3.1.

            	
              Payment
                of Principal and Interest.

            	
              24

            
	
              SECTION
                3.2.

            	
              Denominations.

            	
              26

            
	
              SECTION
                3.3.

            	
              Execution,
                Authentication, Delivery and Dating.

            	
              26

            
	
              SECTION
                3.4.

            	
              Global
                Securities.

            	
              27

            
	
              SECTION
                3.5.

            	
              Registration,
                Transfer and Exchange Generally.

            	
              29

            
	
              SECTION
                3.6.

            	
              Mutilated,
                Destroyed, Lost and Stolen Securities.

            	
              30

            
	
              SECTION
                3.7.

            	
              Persons
                Deemed Owners.

            	
              31

            
	
              SECTION
                3.8.

            	
              Cancellation.

            	
              31

            
	
              SECTION
                3.9.

            	
              Deferrals
                of Interest Payment Dates.

            	
              31

            
	
              SECTION
                3.10.

            	
              Right
                of Set-Off.

            	
              32

            
	
              SECTION
                3.11.

            	
              Agreed
                Tax Treatment.

            	
              32

            
	
              SECTION
                3.12.

            	
              CUSIP
                Numbers.

            	
              33

            


    


    
      
        
        

      

      
        -
          i -

        
          

        

      

      
        
        

      

    

    


    
      	
              ARTICLE
                IV

              Satisfaction
                and Discharge

            
	 
	
              SECTION
                4.1.

            	
              Satisfaction
                and Discharge of Indenture.

            	
              33

            
	
              SECTION
                4.2.

            	
              Application
                of Trust Money.

            	
              34

            
	 	 	 
	
              ARTICLE
                V

              Remedies

            
	 
	
              SECTION
                5.1.

            	
              Events
                of Default.

            	
              34

            
	
              SECTION
                5.2.

            	
              Acceleration
                of Maturity; Rescission and Annulment.

            	
              36

            
	
              SECTION
                5.3.

            	
              Collection
                of Indebtedness and Suits for Enforcement by Trustee.

            	
              37

            
	
              SECTION
                5.4.

            	
              Trustee
                May File Proofs of Claim.

            	
              38

            
	
              SECTION
                5.5.

            	
              Trustee
                May Enforce Claim Without Possession of Securities.

            	
              38

            
	
              SECTION
                5.6.

            	
              Application
                of Money Collected.

            	
              38

            
	
              SECTION
                5.7.

            	
              Limitation
                on Suits.

            	
              39

            
	
              SECTION
                5.8.

            	
              Unconditional
                Right of Holders to Receive Principal, Premium and Interest; Direct
                Action
                by Holders of Preferred Securities.

            	
              39

            
	
              SECTION
                5.9.

            	
              Restoration
                of Rights and Remedies.

            	
              40

            
	
              SECTION
                5.10.

            	
              Rights
                and Remedies Cumulative.

            	
              40

            
	
              SECTION
                5.11.

            	
              Delay
                or Omission Not Waiver.

            	
              40

            
	
              SECTION
                5.12.

            	
              Control
                by Holders.

            	
              40

            
	
              SECTION
                5.13.

            	
              Waiver
                of Past Defaults.

            	
              41

            
	
              SECTION
                5.14.

            	
              Undertaking
                for Costs.

            	
              41

            
	
              SECTION
                5.15.

            	
              Waiver
                of Usury, Stay or Extension Laws.

            	
              41

            
	 	 	 
	
              ARTICLE
                VI

              The
                Trustee

            
	 	 	 
	
              SECTION
                6.1.

            	
              Corporate
                Trustee Required.

            	
              42

            
	
              SECTION
                6.2.

            	
              Certain
                Duties and Responsibilities.

            	
              42

            
	
              SECTION
                6.3.

            	
              Notice
                of Defaults.

            	
              43

            
	
              SECTION
                6.4.

            	
              Certain
                Rights of Trustee.

            	
              43

            
	
              SECTION
                6.5.

            	
              May
                Hold Securities.

            	
              45

            
	
              SECTION
                6.6.

            	
              Compensation;
                Reimbursement; Indemnity.

            	
              46

            
	
              SECTION
                6.7.

            	
              Resignation
                and Removal; Appointment of Successor.

            	
              47

            
	
              SECTION
                6.8.

            	
              Acceptance
                of Appointment by Successor.

            	
              47

            
	
              SECTION
                6.9.

            	
              Merger,
                Conversion, Consolidation or Succession to Business.

            	
              48

            
	
              SECTION
                6.10.

            	
              Not
                Responsible for Recitals or Issuance of Securities.

            	
              48

            
	
              SECTION
                6.11.

            	
              Appointment
                of Authenticating Agent.

            	
              48

            
	 	 	 
	
               ARTICLE
                VII

              Holder’s
                Lists and Reports by Trustee and Company

            
	 	 	 
	
              SECTION
                7.1.

            	
              Company
                to Furnish Trustee Names and Addresses of Holders.

            	
              50

            
	
              SECTION
                7.2.

            	
              Preservation
                of Information, Communications to Holders.

            	
              50

            
	
              SECTION
                7.3.

            	
              Reports
                by Company.

            	
              51

            
	 	 	 
	
              ARTICLE
                VIII

              Consolidation,
                Merger, Conveyance, Transfer or Lease

            
	 
	
              SECTION
                8.1.

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

            	
              51

            


    

    
      
        	
                SECTION
                  8.2.

              	
                Successor
                  Company Substituted.

              	
                52

              


      


      
        
          
          

        

        
          -
            ii -

          
            

          

        

        
          
          

        

      

    

     

    
      
        	
                ARTICLE
                  IX

                Supplemental
                  Indentures

              
	 
	
                SECTION
                  9.1.

              	
                Supplemental
                  Indentures without Consent of Holders.

              	
                52

              
	
                SECTION
                  9.2.

              	
                Supplemental
                  Indentures with Consent of Holders.

              	
                53

              
	
                SECTION
                  9.3.

              	
                Execution
                  of Supplemental Indentures.

              	
                54

              
	
                SECTION
                  9.4.

              	
                Effect
                  of Supplemental Indentures.

              	
                54

              
	
                SECTION
                  9.5.

              	
                Reference
                  in Securities to Supplemental Indentures.

              	
                54

              
	 	 	 
	
                ARTICLE
                  X

                Covenants

              
	 	 	 
	
                SECTION
                  10.1.

              	
                Payment
                  of Principal, Premium and Interest.

              	
                55

              
	
                SECTION
                  10.2.

              	
                Money
                  for Security Payments to be Held in Trust.

              	
                55

              
	
                SECTION
                  10.3.

              	
                Statement
                  as to Compliance.

              	
                56

              
	
                SECTION
                  10.4.

              	
                Calculation
                  Agent.

              	
                56

              
	
                SECTION
                  10.5.

              	
                Additional
                  Tax Sums.

              	
                57

              
	
                SECTION
                  10.6.

              	
                Additional
                  Covenants.

              	
                57

              
	
                SECTION
                  10.7.

              	
                Waiver
                  of Covenants.

              	
                58

              
	
                SECTION
                  10.8.

              	
                Treatment
                  of Securities.

              	
                58

              
	 	 	 
	
                ARTICLE
                  XI

                Redemption
                  of Securities

              
	 	 	 
	
                SECTION
                  11.1.

              	
                Optional
                  Redemption.

              	
                59

              
	
                SECTION
                  11.2.

              	
                Special
                  Event Redemption.

              	
                59

              
	
                SECTION
                  11.3.

              	
                Election
                  to Redeem; Notice to Trustee.

              	
                59

              
	
                SECTION
                  11.4.

              	
                Selection
                  of Securities to be Redeemed.

              	
                59

              
	
                SECTION
                  11.5.

              	
                Notice
                  of Redemption.

              	
                60

              
	
                SECTION
                  11.6.

              	
                Deposit
                  of Redemption Price.

              	
                61

              
	
                SECTION
                  11.7.

              	
                Payment
                  of Securities Called for Redemption.

              	
                61

              
	 	 	 
	
                ARTICLE
                  XII

                Subordination
                  of Securities

              
	 
	
                SECTION
                  12.1.

              	
                Securities
                  Subordinate to Senior Debt.

              	
                61

              
	
                SECTION
                  12.2.

              	
                No
                  Payment When Senior Debt in Default; Payment Over of Proceeds Upon
                  Dissolution, Etc.

              	
                62

              
	
                SECTION
                  12.3.

              	
                Payment
                  Permitted If No Default.

              	
                63

              
	
                SECTION
                  12.4.

              	
                Subrogation
                  to Rights of Holders of Senior Debt.

              	
                63

              
	
                SECTION
                  12.5.

              	
                Provisions
                  Solely to Define Relative Rights.

              	
                64

              
	
                SECTION
                  12.6.

              	
                Trustee
                  to Effectuate Subordination.

              	
                64

              
	
                SECTION
                  12.7.

              	
                No
                  Waiver of Subordination Provisions.

              	
                64

              
	
                SECTION
                  12.8.

              	
                Notice
                  to Trustee.

              	
                65

              
	
                SECTION
                  12.9.

              	
                Reliance
                  on Judicial Order or Certificate of Liquidating Agent.

              	
                66

              
	
                SECTION
                  12.10.

              	
                Trustee
                  Not Fiduciary for Holders of Senior Debt.

              	
                66

              


      

    


    
      
        
        

      

      
        -
          iii -

        
          

        

      

      
        
        

      

    

    


    
      	
              SECTION
                12.11.

            	
              Rights
                of Trustee as Holder of Senior Debt; Preservation of Trustee’s
                Rights.

            	
              66

            
	
              SECTION
                12.12.

            	
              Article
                Applicable to Paying Agents.

            	
              66

            


    

    


    


    SCHEDULES

     

    
      	
              Schedule
                A

            	
              Determination
                of LIBOR

            
	
              Exhibit
                A

            	
              Form
                of Officer’s Certificate

            
	
              Exhibit
                B

            	
              Form
                of Officer’s Certificate pursuant to Section
                10.3

            


    


    
      
        
        

      

      
        -
          iv -

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A

     

    JUNIOR
      SUBORDINATED INDENTURE,
      dated
      as of November 10, 2005, between FLAG FINANCIAL CORPORATION,
      a
      Georgia corporation (the “Company”),
      and
      WILMINGTON TRUST COMPANY,
      a
      Delaware banking corporation, as Trustee (in such capacity, the “Trustee”).

    


    RECITALS OF
      THE COMPANY

    


    WHEREAS,
      the
      Company has duly authorized the execution and delivery of this Indenture to
      provide for the issuance of its unsecured junior subordinated deferrable
      interest notes (the “Securities”)
      issued
      to evidence loans made to the Company of the proceeds from the issuance by
      Flag
      Financial Statutory Trust III, a Delaware statutory trust (the “Trust”),
      of
      undivided preferred beneficial interests in the assets of the Trust (the
“Preferred
      Securities”)
      and
      undivided common beneficial interests in the assets of the Trust (the
“Common
      Securities”
and,
      collectively with the Preferred Securities, the “Trust
      Securities”),
      and
      to provide the terms and conditions upon which the Securities are to be
      authenticated, issued and delivered; and

    


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

    


    Now,
      therefore, this Indenture Witnesseth:

    


    For
      and
      in consideration of the premises and the purchase of the Securities by the
      Holders thereof, it is mutually covenanted and agreed, for the equal and
      proportionate benefit of all Holders of the Securities, as follows:

    


    ARTICLE
      I

     

    Definitions
      and Other Provisions of General Application

    


    
      	 	
              SECTION
                1.1.

            	
              Definitions.

            


    

    


    For
      all
      purposes of this Indenture, except as otherwise expressly provided or unless
      the
      context otherwise requires:

    


    (a)     the
      terms
      defined in this Article
      I
      have the
      meanings assigned to them in this Article
      I;

    


    (b)     the
      words
“include”, “includes” and “including” shall be deemed to be followed by the
      phrase “without limitation”;

    


    (c)     all
      accounting terms not otherwise defined herein have the meanings assigned to
      them
      in accordance with GAAP;

    


    (d)     unless
      the context otherwise requires, any reference to an “Article” or a “Section”
refers to an Article or a Section, as the case may be, of this
      Indenture;

    


    (e)     the
      words
“hereby”, “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;

    


    
      
        
          
          

        

        
          Exhibit
            A-1

          
            

          

        

        
          
          

        

      

    

    


    (f)     a
      reference to the singular includes the plural and vice versa; and

    


    (g)     the
      masculine, feminine or neuter genders used herein shall include the masculine,
      feminine and neuter genders.

    


    “Act”
when
      used with respect to any Holder, has the meaning specified in Section
      1.4.

    


    “Administrative
      Trustee”
means,
      with respect to the Trust, a Person identified as an “Administrative Trustee” in
      the Trust Agreement, solely in its capacity as Administrative Trustee of the
      Trust under the Trust Agreement and not in its individual capacity, or its
      successor in interest in such capacity, or any successor Administrative Trustee
      appointed as therein provided.

    


    “Additional
      Interest”
means
      the interest, if any, that shall accrue on any amounts payable on the
      Securities, the payment of which has not been made on the applicable Interest
      Payment Date and which shall accrue at the rate per annum specified or
      determined as specified in such Security.

    


    “Additional
      Tax Sums”
has
      the
      meaning specified in Section
      10.5.

    


    “Additional
      Taxes”
means
      taxes, duties or other governmental charges imposed on the Trust as a result
      of
      a Tax Event (which, for the sake of clarity, does not include amounts required
      to be deducted or withheld by the Trust from payments made by the Trust to
      or
      for the benefit of the Holder of, or any Person that acquires a beneficial
      interest in, the Securities).

    


    “Affiliate”
of
      any
      specified Person means any other Person directly or indirectly controlling
      or
      controlled by or under direct or indirect common control with such specified
      Person. For the purposes of this definition, “control,” when used with respect
      to any specified Person, means the power to direct the management and policies
      of such Person, directly or indirectly, whether through the ownership of voting
      securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.

    


    “Applicable
      Depositary Procedures”
means,
      with respect to any transfer or transaction involving a Global Security or
      beneficial interest therein, the rules and procedures of the Depositary for
      such
      Security, in each case to the extent applicable to such transaction and as
      in
      effect from time to time.

    


    “Authenticating
      Agent”
means
      any Person authorized by the Trustee pursuant to Section
      6.11
      to act
      on behalf of the Trustee to authenticate the Securities.

    


    “Bankruptcy
      Code”
means
      Title 11 of the United States Code or any successor statute thereto, in each
      case as amended from time to time.

    


    “Board
      of Directors”
means
      the board of directors of the Company or any duly authorized committee of that
      board.

    


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

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


    “Business
      Day”
means
      any day other than (i) a Saturday or Sunday, (ii) a day on which banking
      institutions in the City of New York are authorized or required by law or
      executive order to remain closed or (iii) a day on which the Corporate Trust
      Office of the Trustee is closed for business.

    


    “Calculation
      Agent”
has
      the
      meaning specified in Section
      10.4.

    


    “Capital
      Disqualification Event”
means
      the receipt by the Company of an Opinion of Counsel experienced in such matters
      that, as a result of an amendment to or a change in law or regulation (including
      any announced prospective change) or a change in interpretation or application
      of law or regulation by any legislative body, court, governmental agency or
      regulatory authority, there is more than insubstantial risk that within ninety
      (90) days of the date of such opinion, the aggregate liquidation amount of
      the
      Preferred Securities will not be eligible to be treated by the Company as “Tier
      1 Capital” (or the then equivalent) for purposes of the capital adequacy
      guidelines of the Federal Reserve or other “appropriate Federal banking agency”
as such term is defined in 12 U.S.C. 1813(q), which amendment, change or
      prospective change becomes effective or would become effective, as the case
      may
      be, on or after the date of issuance of the Securities; provided,
      however,
      that the
      inability of the Company to treat all or any portion of the liquidation amount
      of the Preferred Securities as Tier 1 Capital shall not constitute the basis
      for
      a Capital Disqualification Event if such inability results from the Company
      having such Preferred Securities outstanding in an amount that for any reason
      is
      in excess of the amount which may now or hereafter qualify for treatment as
      Tier
      1 Capital under applicable capital adequacy guidelines. By way of example,
      the
      inability of the Company to treat all or any portion of the liquidation amount
      of the Preferred Securities as Tier 1 Capital as a result of the final rule
      on
      Risk-Based Capital Standards: Trust Preferred Securities and the Definition
      of
      Capital, adopted on March 1, 2005, by the Federal Reserve, shall not constitute
      the basis for a Capital Disqualification Event.

    


    “Common
      Securities”
has
      the
      meaning specified in the first recital of this Indenture.

    


    “Common
      Stock”
means
      the common stock, par value $1.00 per share, of the Company.

    


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

    


    “Company
      Request”
and
      “Company
      Order”
mean,
      respectively, the written request or order signed in the name of the Company
      by
      its Chairman of the Board of Directors, its Vice Chairman of the Board of
      Directors, its Chief Executive Officer, President or a Vice President, and
      by
      its Chief Financial Officer, Treasurer, an Assistant Treasurer, its Secretary
      or
      an Assistant Secretary, and delivered to the Trustee.

    


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

    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    


    “Debt”
means,
      with respect to any Person, whether recourse is to all or a portion of the
      assets of such Person, whether currently existing or hereafter incurred and
      whether or not contingent and without duplication, (i) every obligation of
      such
      Person for money borrowed; (ii) every obligation of such Person evidenced by
      bonds, debentures, notes or other similar instruments, including obligations
      incurred in connection with the acquisition of property, assets or businesses;
      (iii) every reimbursement obligation of such Person with respect to letters
      of
      credit, bankers’ acceptances or similar facilities issued for the account of
      such Person; (iv) every obligation of such Person issued or assumed as the
      deferred purchase price of property or services (but excluding trade accounts
      payable or other accrued liabilities arising in the ordinary course of
      business); (v) every capital lease obligation of such Person; (vi) all
      indebtedness of such Person, whether incurred on or prior to the date of this
      Indenture or thereafter incurred, for claims in respect of derivative products,
      including interest rate, foreign exchange rate and commodity forward contracts,
      options and swaps and similar arrangements; (vii) every obligation of the type
      referred to in clauses (i) through (vi) of another Person and all dividends
      of
      another Person the payment of which, in either case, such Person has guaranteed
      or is responsible or liable for, directly or indirectly, as obligor or
      otherwise; and (viii) any renewals, extensions, refundings, amendments or
      modifications of any obligation of the type referred to in clauses (i) through
      (vii).

    


    “Defaulted
      Interest”
has
      the
      meaning specified in Section
      3.1.

    


    “Delaware
      Trustee”
means,
      with respect to the Trust, the Person identified as the “Delaware Trustee” in
      the Trust Agreement, solely in its capacity as Delaware Trustee of the Trust
      under the Trust Agreement and not in its individual capacity, or its successor
      in interest in such capacity, or any successor Delaware Trustee appointed as
      therein provided.

    


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

    


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

    


    “Distributions”
means
      amounts payable in respect of the Trust Securities as provided in the Trust
      Agreement and referred to therein as “Distributions.”

    


    “Dollar”
or
“$”
      means the currency of the United States of America that, as at the time of
      payment, is legal tender for the payment of public and private
      debts.

    


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

    


    “Event
      of Default”
has
      the
      meaning specified in Section
      5.1.

    


    “Exchange
      Act”
means
      the Securities Exchange Act of 1934 or any statute successor thereto, in each
      case as amended from time to time.

    


    “Expiration
      Date”
has
      the
      meaning specified in Section
      1.4.

    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    


    “Extension
      Period”
has
      the
      meaning specified in Section
      3.9.

    


    “Federal
      Reserve”
means
      the Board of Governors of the Federal Reserve System, the staff thereof, or
      a
      Federal Reserve Bank, acting through delegated authority, in each case under
      the
      rules, regulations and policies of the Federal Reserve System, or if at any
      time
      after the execution of this Indenture any such entity is not existing and
      performing the duties now assigned to it , any successor body performing similar
      duties or functions.

    


    “GAAP”
means
      United States generally accepted accounting principles, consistently applied,
      from time to time in effect.

    


    “Global
      Security”
means
      a
      Security that evidences all or part of the Securities, the ownership and
      transfers of which shall be made through book entries by a
      Depositary.

    


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

    


    “Guarantee
      Agreement”
means
      the Guarantee Agreement executed by the Company and Wilmington Trust Company,
      as
      Guarantee Trustee, contemporaneously with the execution and delivery of this
      Indenture, for the benefit of the holders of the Preferred Securities, as
      modified, amended or supplemented from time to time.

    


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

    


    “Indenture”
means
      this instrument as originally executed or as it may from time to time be amended
      or supplemented by one or more amendments or indentures supplemental hereto
      entered into pursuant to the applicable provisions hereof.

    


    “Interest
      Payment Date”
means
      March 30th,
      June
      30th,
      September 30th
      and
      December 30th
      of each
      year, commencing on December 30, 2005, during the term of this
      Indenture.

    


    “Investment
      Company Act”
means
      the Investment Company Act of 1940 or any successor statute thereto, in each
      case as amended from time to time.

    


    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

    


    “Investment
      Company Event”
means
      the receipt by the Company of an Opinion of Counsel experienced in such matters
      to the effect that, as a result of the occurrence of a change in law or
      regulation (including any announced prospective change) or a 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 ninety (90) days of the date
      of
      such opinion will be, considered an “investment company” that is required to be
      registered under the Investment Company Act, which change or prospective change
      becomes effective or would become effective, as the case may be, on or after
      the
      date of the issuance of the Securities.

    


    “LIBOR”
has
      the
      meaning specified in Schedule
      A.

    


    “LIBOR
      Business Day”
has
      the
      meaning specified in Schedule
      A.

    


    “LIBOR
      Determination Date”
has
      the
      meaning specified in Schedule
      A.

    


    “Liquidation
      Amount”
has
      the
      meaning specified in the Trust Agreement.

    


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

    


    “Major
      Bank Subsidiary,”
means
      any subsidiary of the Company that (i) is a depository institution and (ii)
      meets the definition of “significant subsidiary” within the meaning of
      Regulation S-X promulgated by the Securities and Exchange
      Commission.

    


    “Notice
      of Default”
means
      a
      written notice of the kind specified in Section
      5.1(d).

    


    “Officers’
      Certificate”
means
      a
      certificate signed by the Chairman of the Board, a Vice Chairman of the Board,
      the Chief Executive Officer, President or a Vice President, and by the Chief
      Financial Officer, Treasurer, an Assistant Treasurer, the Secretary or an
      Assistant Secretary, of the Company and delivered to the Trustee.

    


    “Opinion
      of Counsel”
means
      a
      written opinion of counsel, who may be counsel for or an employee of the Company
      or any Affiliate of the Company.

    


    “Original
      Issue Date”
means
      the date of original issuance of each Security.

    


    “Outstanding”
means,
      when used in reference to any Securities, as of the date of determination,
      all
      Securities theretofore authenticated and delivered under this Indenture,
      except:

    


    (i)     Securities
      theretofore canceled by the Trustee or delivered to the Trustee for
      cancellation;

    


    (ii)    Securities
      for whose payment or redemption money in the necessary amount has been
      theretofore deposited with the Trustee or any Paying Agent (other than the
      Company) in trust or set aside and segregated in trust by the Company (if the
      Company shall act as its own Paying Agent) for the Holders of such Securities;
      provided,
      that,
      if such Securities are to be redeemed, notice of such redemption has been duly
      given pursuant to this Indenture or provision therefor satisfactory to the
      Trustee has been made; and

    


    
      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

    


    (iii)    Securities
      that have been paid, or in substitution for or in lieu of which other Securities
      have been authenticated and delivered pursuant to the provisions of this
      Indenture, unless proof satisfactory to the Trustee is presented that any such
      Securities are held by Holders in whose hands such Securities are valid, binding
      and legal obligations of the Company;

    


    provided,
      that,
      in determining whether the Holders of the requisite principal amount of
      Outstanding Securities have given any request, demand, authorization, direction,
      notice, consent or waiver hereunder, Securities owned by the Company or any
      other obligor upon the Securities or any Affiliate of the Company or such other
      obligor shall be disregarded and deemed not to be Outstanding, except that,
      in
      determining whether the Trustee shall be protected in relying upon any such
      request, demand, authorization, direction, notice, consent or waiver, only
      Securities that a Responsible Officer of the Trustee actually knows to be so
      owned shall be so disregarded. Securities so owned that have been pledged in
      good faith may be regarded as Outstanding if the pledgee establishes to the
      satisfaction of the Trustee the pledgee’s right so to act with respect to such
      Securities and that the pledgee is not the Company or any other obligor upon
      the
      Securities or any Affiliate of the Company or such other obligor.
      Notwithstanding anything herein to the contrary, Securities initially issued
      to
      the Trust that are owned by the Trust shall be deemed to be Outstanding
      notwithstanding the ownership by the Company or an Affiliate of any beneficial
      interest in the Trust.

    


    “Paying
      Agent”
means
      the Trustee or any Person authorized by the Company to pay the principal of
      or
      any premium or interest on, or other amounts in respect of, any Securities
      on
      behalf of the Company.

    


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

    


    “Place
      of Payment”
means,
      with respect to the Securities, the Corporate Trust Office of the
      Trustee.

    


    “Placement
      Agent”
has
      the
      meaning specified in the Trust Agreement.

    


    “Preferred
      Securities”
has
      the
      meaning specified in the first recital of this Indenture.

    


    “Predecessor
      Security”
of
      any
      particular Security means every previous Security evidencing all or a portion
      of
      the same debt as that evidenced by such particular Security. For the purposes
      of
      this definition, any security authenticated and delivered under Section
      3.6
      in lieu
      of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence
      the same debt as the mutilated, destroyed, lost or stolen Security.

    


    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    


    “Proceeding”
has
      the
      meaning specified in Section
      12.2.

    


    “Property
      Trustee”
means
      the Person identified as the “Property Trustee” in the Trust Agreement, solely
      in its capacity as Property Trustee of the Trust under the Trust Agreement
      and
      not in its individual capacity, or its successor in interest in such capacity,
      or any successor Property Trustee appointed as therein provided.

    


    “Purchaser”
means
      Credit Suisse, acting through its Cayman Islands branch, as purchaser of the
      Preferred Securities pursuant to the Subscription Agreement.

    


    “Redemption
      Date”
means,
      when used with respect to any Security to be redeemed, the date fixed for such
      redemption by or pursuant to this Indenture.

    


    “Redemption
      Price”
means,
      when used with respect to any Security to be redeemed, in whole or in part,
      the
      price at which such Security or portion thereof is to be redeemed as fixed
      by or
      pursuant to this Indenture.

    


    “Reference
      Banks”
has
      the
      meaning specified in Schedule
      A.

    


    “Regular
      Record Date”
for
      the
      interest payable on any Interest Payment Date with respect to the Securities
      means the date that is fifteen (15) days preceding such Interest Payment Date
      (whether or not a Business Day).

    


    “Responsible
      Officer”
means,
      with respect to the Trustee, any Senior Vice President, any Vice President,
      any
      Assistant Vice President, the Secretary, any Assistant Secretary, the Treasurer,
      any Assistant Treasurer, any Trust Officer or Assistant Trust Officer, or any
      other officer in the Corporate Trust Office of the Trustee with direct
      responsibility for the administration of this Indenture 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.

    


    “Rights
      Plan”
means
      a
      plan of the Company providing for the issuance by the Company to all holders
      of
      its Common Stock of rights entitling the holders thereof to subscribe for or
      purchase shares of any class or series of capital stock of the Company which
      rights (i) are deemed to be transferred with such shares of such Common Stock
      and (ii) are also issued in respect of future issuances of such Common Stock,
      in
      each case until the occurrence of a specified event or events.

    


    “Securities”
or
      “Security”
means
      any debt securities or debt security, as the case may be, authenticated and
      delivered under this Indenture.

    


    “Securities
      Act”
means
      the Securities Act of 1933 or any successor statute thereto, in each case as
      amended from time to time.

    


    “Securities
      Register”
and
      “Securities
      Registrar”
have
      the respective meanings specified in Section
      3.5.

    


    
      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

    


    “Senior
      Debt”
means
      the principal of and any premium and interest on (including interest accruing
      on
      or after the filing of any petition in bankruptcy or for reorganization relating
      to the Company, whether or not such claim for post-petition interest is allowed
      in such proceeding) all Debt of the Company, whether incurred on or prior to
      the
      date of this Indenture or thereafter incurred, unless 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 in right of payment to
      the
      Securities; provided,
      however,
      that if
      the Company is subject to the regulation and supervision of an "appropriate
      Federal banking agency" within the meaning of 12 U.S.C. 1813(q), the Company
      shall have received the approval of such appropriate Federal banking agency
      prior to issuing any such obligation if not otherwise generally approved;
provided
      further,
      that
      Senior Debt shall not include any other debt securities, and guarantees in
      respect of such debt securities, issued to any trust other than the Trust (or
      a
      trustee of such trust), partnership or other entity affiliated with the Company
      that is a financing vehicle of the Company (a “financing entity”), in connection
      with the issuance by such financing entity of equity securities or other
      securities that are treated as equity capital for regulatory capital purposes
      guaranteed by the Company pursuant to an instrument that ranks pari passu with
      or junior in right of payment to the Indenture, including, without limitation,
      the debt securities of the Company issued under the Indenture, dated April
      15,
      2004, between the Company and U.S. Bank National Association, as trustee, and
      the Indenture, dated July 18, 2005, between the Company and Wilmington Trust
      Company, as trustee.

    


    “Special
      Event”
means
      the occurrence of a Capital Disqualification Event, an Investment Company Event
      or a Tax Event.

    


    “Special
      Event Redemption Price”
has
      the
      meaning specified in Section
      11.2.

    


    “Special
      Record Date”
for
      the
      payment of any Defaulted Interest means a date fixed by the Trustee pursuant
      to
Section
      3.1.

    


    “Stated
      Maturity”
means
      December 30, 2035.

    


    “Subscription
      Agreement”
means
      the Preferred Securities Subscription Agreement, dated as of November 10, 2005,
      by and among the Company, the Trust, the Purchaser and Credit Suisse First
      Boston LLC (as to certain provisions thereof).

    


    “Subsidiary”
means
      a
      Person more than fifty percent (50%) of the outstanding voting stock or other
      voting interests of which is owned, directly or indirectly, by the Company
      or by
      one or more other Subsidiaries, or by the Company and one or more other
      Subsidiaries. For purposes of this definition, “voting stock” means stock that
      ordinarily has voting power for the election of directors, whether at all times
      or only so long as no senior class of stock has such voting power by reason
      of
      any contingency.

    


    “Tax
      Event”
means
      the receipt by the Company of an Opinion of Counsel experienced in such matters
      to the effect that, as a result of (a) 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 (b) any judicial decision or any official administrative
      pronouncement (including any private letter ruling, technical advice memorandum
      or field service advice) or regulatory procedure, including any notice or
      announcement of intent to adopt any such pronouncement or procedure (an
“Administrative Action”), regardless of whether such judicial decision or
      Administrative Action 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, change, judicial decision or Administrative Action is enacted,
      promulgated or announced, in each case, on or after the date of issuance of
      the
      Securities, there is more than an insubstantial risk that (i) the Trust is,
      or
      will be within ninety (90) days of the date of such opinion, subject to United
      States federal income tax with respect to income received or accrued on the
      Securities, (ii) interest payable by the Company on the Securities is not,
      or
      within ninety (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 ninety (90) days of the date of such
      opinion, subject to more than a de
      minimis
      amount
      of other taxes, duties or other governmental charges.

    


    
      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

    


    “Trust”
has
      the
      meaning specified in the first recital of this Indenture.

    


    “Trust
      Agreement”
means
      the Amended and Restated Trust Agreement executed and delivered by the Company,
      the Property Trustee, the Delaware Trustee and the Administrative Trustees
      named
      therein, contemporaneously with the execution and delivery of this Indenture,
      for the benefit of the holders of the Trust Securities, as amended or
      supplemented from time to time.

    


    “Trustee”
means
      the Person named as the “Trustee”
in
      the
      first paragraph of this instrument, solely in its capacity as such and not
      in
      its individual capacity, until a successor Trustee shall have become such
      pursuant to the applicable provisions of this Indenture, and, thereafter,
“Trustee”
shall
      mean or include each Person who is then a Trustee hereunder.

    


    “Trust
      Indenture Act”
means
      the Trust Indenture Act of 1939, as amended and as in effect on the date as
      of
      this Indenture.

    


    “Trust
      Securities”
has
      the
      meaning specified in the first recital of this Indenture.

    


    
      	 	
              SECTION
                1.2.

            	
              Compliance
                Certificate and Opinions.

            


    

    


    (a)    Upon
      any
      application or request by the Company to the Trustee to take any action under
      any provision of this Indenture, the Company shall furnish to the Trustee an
      Officers’ Certificate stating that all conditions precedent (including covenants
      compliance with which constitutes a condition 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 (including covenants compliance with which constitutes
      a
      condition precedent), if any, have been complied with, except that, in the
      case
      of any such application or request as to which the furnishing of such documents
      is specifically required by any provision of this Indenture relating to such
      particular application or request, no additional certificate or opinion need
      be
      furnished.

    


    (b)    Every
      certificate delivered to the Trustee with respect to compliance with a condition
      or covenant provided for in this Indenture (other than the certificate provided
      pursuant to Section
      10.3)
      shall
      include:

    


    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

    


    (i)     
      a
      statement by each individual signing such certificate or opinion that such
      individual has read such covenant or condition and the definitions herein
      relating thereto;


     

    (ii)    
a
      brief
      statement as to the nature and scope of the examination or investigation upon
      which the statements or opinions of such individual contained in such
      certificate or opinion are based;

     

    (iii)    a
      statement that, in the opinion of such individual, 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


     

    (iv)   a
      statement as to whether, in the opinion of such individual, such condition
      or
      covenant has been complied with.

    


    
      	 	
              SECTION
                1.3.

            	
              Forms
                of Documents Delivered to
                Trustee.

            


    

    


    (a)    In
      any
      case where several matters are required to be certified by, or covered by an
      opinion of, any specified Person, it is not necessary that all such matters
      be
      certified by, or covered by the opinion of, only one such Person, or that they
      be so certified or covered by only one document, but one such Person may certify
      or give an opinion with respect to some matters and one or more other such
      Persons as to other matters, and any such Person may certify or give an opinion
      as to such matters in one or several documents.

    


    (b)    Any
      certificate or opinion of an officer of the Company may be based, insofar as
      it
      relates to legal matters, upon a certificate or opinion of, or representations
      by, counsel, unless such officer knows, or after reasonable inquiry should
      know,
      that the certificate or opinion or representations with respect to matters
      upon
      which his or her certificate or opinion is based are erroneous. Any such
      certificate or Opinion of Counsel may be based, insofar as it relates to factual
      matters, upon a certificate or opinion of, or representations by, an officer
      or
      officers of the Company stating that the information with respect to such
      factual matters is in the possession of the Company, unless such counsel knows,
      or after reasonable inquiry should know, that the certificate or opinion or
      representations with respect to such matters are erroneous.

    


    (c)    Where
      any
      Person is required to make, give or execute two or more applications, requests,
      consents, certificates, statements, opinions or other instruments under this
      Indenture, they may, but need not, be consolidated and form one
      instrument.

    


    (d)    Whenever,
      subsequent to the receipt by the Trustee of any Board Resolution, Officers’
Certificate, Opinion of Counsel or other document or instrument, a clerical,
      typographical or other inadvertent or unintentional error or omission shall
      be
      discovered therein, a new document or instrument may be substituted therefor
      in
      corrected form with the same force and effect as if originally received in
      the
      corrected form and, irrespective of the date or dates of the actual execution
      and/or delivery thereof, such substitute document or instrument shall be deemed
      to have been executed and/or delivered as of the date or dates required with
      respect to the document or instrument for which it is substituted. Without
      limiting the generality of the foregoing, any Securities issued under the
      authority of such defective document or instrument shall nevertheless be the
      valid obligations of the Company entitled to the benefits of this Indenture
      equally and ratably with all other Outstanding Securities.

     

    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              SECTION
                1.4.

            	
              Acts
                of Holders.

            


    

    


    (a)    Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Indenture to be given to or taken by Holders may be
      embodied in and evidenced by one or more instruments of substantially similar
      tenor signed by such Holders in person or by an agent thereof duly appointed
      in
      writing; and, except as herein otherwise expressly provided, such action shall
      become effective when such instrument or instruments (including any appointment
      of an agent) is or are delivered to the Trustee, and, where it is hereby
      expressly required, to the Company. Such instrument or instruments (and the
      action embodied therein and evidenced thereby) are herein sometimes referred
      to
      as the “Act”
of
      the
      Holders signing such instrument or instruments. Proof of execution of any such
      instrument or of a writing appointing any such agent shall be sufficient for
      any
      purpose of this Indenture and conclusive in favor of the Trustee and the
      Company, if made in the manner provided in this Section
      1.4.

    


    (b)    The
      fact
      and date of the execution by any Person of any such instrument or writing may
      be
      proved by the affidavit of a witness of such execution or by the certificate
      of
      any notary public or other officer authorized by law to take acknowledgments
      of
      deeds, certifying that the individual signing such instrument or writing
      acknowledged to him or her the execution thereof. Where such execution is by
      a
      Person acting in other than his or her individual capacity, such certificate
      or
      affidavit shall also constitute sufficient proof of his or her authority. The
      fact and date of the execution by any Person of any such instrument or writing,
      or the authority of the Person executing the same, may also be proved in any
      other manner that the Trustee deems sufficient and in accordance with such
      reasonable rules as the Trustee may determine.

    


    (c)    The
      ownership of Securities shall be proved by the Securities Register.

    


    (d)    Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action by the Holder of any Security shall bind every future Holder of the
      same
      Security and the Holder of every Security issued upon the registration of
      transfer thereof or in exchange therefor or in lieu thereof in respect of
      anything done or suffered to be done by the Trustee or the Company in reliance
      thereon, whether or not notation of such action is made upon such
      Security.

    


    (e)    Without
      limiting the foregoing, a Holder entitled to take any action hereunder with
      regard to any particular Security may do so with regard to all or any part
      of
      the principal amount of such Security or by one or more duly appointed agents
      each of which may do so pursuant to such appointment with regard to all or
      any
      part of such principal amount.

    


    (f)    
Except
      as
      set forth in paragraph (g) of this Section
      1.4,
      the
      Company may set any day as a record date for the purpose of determining the
      Holders of Outstanding Securities entitled to give, make or take any request,
      demand, authorization, direction, notice, consent, waiver or other action
      provided or permitted by this Indenture to be given, made or taken by Holders
      of
      Securities. If any record date is set pursuant to this paragraph, the Holders
      of
      Outstanding Securities on such record date, and no other Holders, shall be
      entitled to take the relevant action, whether or not such Holders remain Holders
      after such record date; provided,
      that no
      such action shall be effective hereunder unless taken on or prior to the
      applicable Expiration Date (as defined below) by Holders of the requisite
      principal amount of Outstanding Securities on such record date. Nothing in
      this
      paragraph shall be construed to prevent the Company from setting a new record
      date for any action for which a record date has previously been set pursuant
      to
      this paragraph (whereupon the record date previously set shall automatically
      and
      with no action by any Person be canceled and of no effect). Promptly after
      any
      record date is set pursuant to this paragraph, the Company, at its own expense,
      shall cause notice of such record date, the proposed action by Holders and
      the
      applicable Expiration Date to be given to the Trustee in writing and to each
      Holder of Securities in the manner set forth in Section
      1.6.

    


    
      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

    


    (g)           
      The
      Trustee may set any day as a record date for the purpose of determining the
      Holders of Outstanding Securities entitled to join in the giving or making
      of
      (i) any Notice of Default, (ii) any declaration of acceleration or rescission
      or
      annulment thereof referred to in Section
      5.2,
      (iii)
      any request to institute proceedings referred to in Section
      5.7(b)
      or (iv)
      any direction referred to in Section
      5.12.
      If any
      record date is set pursuant to this paragraph, the Holders of Outstanding
      Securities on such record date, and no other Holders, shall be entitled to
      join
      in such notice, declaration, request or direction, whether or not such Holders
      remain Holders after such record date; provided,
      that no
      such action shall be effective hereunder unless taken on or prior to the
      applicable Expiration Date by Holders of the requisite principal amount of
      Outstanding Securities on such record date. Nothing in this paragraph shall
      be
      construed to prevent the Trustee from setting a new record date for any action
      for which a record date has previously been set pursuant to this paragraph
      (whereupon the record date previously set shall automatically and with no action
      by any Person be canceled and of no effect). Promptly after any record date
      is
      set pursuant to this paragraph, the Trustee, at the Company’s expense, shall
      cause notice of such record date, the proposed action by Holders and the
      applicable Expiration Date to be given to the Company in writing and to each
      Holder of Securities in the manner set forth in Section
      1.6.

    


    (h)    With
      respect to any record date set pursuant to paragraph (f) or (g) of this
Section
      1.4,
      the
      party hereto that sets such record date may designate any day as the
“Expiration
      Date”
and
      from time to time may change the Expiration Date to any earlier or later day;
      provided,
      that no
      such change shall be effective unless notice of the proposed new Expiration
      Date
      is given to the other party hereto in writing, and to each Holder of Securities
      in the manner set forth in Section
      1.6,
      on or
      prior to the existing Expiration Date. If an Expiration Date is not designated
      with respect to any record date set pursuant to this Section
      1.4,
      the
      party hereto that set such record date shall be deemed to have initially
      designated the ninetieth (90th)
      day
      after such record date as the Expiration Date with respect thereto, subject
      to
      its right to change the Expiration Date as provided in this paragraph.
      Notwithstanding the foregoing, no Expiration Date shall be later than the one
      hundred and eightieth (180th)
      day
      after the applicable record date.

    


    
      	 	
              SECTION
                1.5.

            	
              Notices,
                Etc.

            


    

    


    Any
      request, demand, authorization, direction, notice, consent, waiver, Act of
      Holders, or other document provided or permitted by this Indenture to be made
      upon, given or furnished to, or filed with:

    


    (a)    the
      Trustee by any Holder, any holder of Preferred Securities or the Company shall
      be sufficient for every purpose hereunder if made, given, furnished or filed
      in
      writing to or with the Trustee at its Corporate Trust Office,

    


    
      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

    

    


    (b)    the
      Company by the Trustee, any Holder or any holder of Preferred Securities shall
      be sufficient for every purpose hereunder if in writing and mailed, first class,
      postage prepaid, to the Company addressed to it at 3475 Piedmont Road, N.E.,
      Suite 550, Atlanta, Georgia 30305, Attn: Chief Financial Officer, or at any
      other address previously furnished in writing to the Trustee by the
      Company,

    


    (c)    the
      Placement Agent by the Trustee, the Company, any Holder or any holder or
      beneficial owner of the Preferred Securities, shall be sufficient for every
      purpose hereunder if in writing and mailed, first-class postage prepaid to
      the
      Placement Agent at Eleven
      Madison Avenue, New York, New York 10010, Attention: CDO Group,
      or any
      other address previously furnished by the Placement Agent, or

    


    (d)    the
      Purchaser by the Trustee, the Company, any Holder or any holder or beneficial
      owner of the Preferred Securities, shall be sufficient for every purpose
      hereunder if in writing and mailed first-class postage prepaid to the Purchaser
      at c/o Credit Suisse First Boston LLC, Eleven Madison Avenue, New York, New
      York
      10010, Attention: CDO Group, or any other address previously furnished by the
      Purchaser.

    


    
      	 	
              SECTION
                1.6.

            	
              Notice
                to Holders; Waiver.

            


    

    


    Where
      this Indenture provides for notice to Holders of any event, such notice shall
      be
      sufficiently given (unless otherwise herein expressly provided) if in writing
      and mailed, first class, postage prepaid, to each Holder affected by such event
      to the address of such Holder as it appears in the Securities Register, not
      later than the latest date, and not earlier than the earliest date, prescribed
      for the giving of such notice. If, by reason of the suspension of or
      irregularities in regular mail service or for any other reason, it shall be
      impossible or impracticable to mail notice of any event to Holders when said
      notice is required to be given pursuant to any provision of this Indenture,
      then
      any manner of giving such notice as shall be satisfactory to the Trustee shall
      be deemed to be a sufficient giving of such notice. In any case where notice
      to
      Holders is given by mail, neither the failure to mail such notice, nor any
      defect in any notice so mailed, to any particular Holder shall affect the
      sufficiency of such notice with respect to other Holders. Where this Indenture
      provides for notice in any manner, such notice may be waived in writing by
      the
      Person entitled to receive such notice, either before or after the event, and
      such waiver shall be the equivalent of such notice. Waivers of notice by Holders
      shall be filed with the Trustee, but such filing shall not be a condition
      precedent to the validity of any action taken in reliance upon such
      waiver.

    


    
      	 	
              SECTION
                1.7.

            	
              Effect
                of Headings and Table of
                Contents.

            


    

    


    The
      Article and Section headings herein and the Table of Contents are for
      convenience only and shall not affect the construction of this
      Indenture.

    


    
      	 	
              SECTION
                1.8.

            	
              Successors
                and Assigns.

            


    

    


    This
      Indenture shall be binding upon and shall inure to the benefit of any successor
      to the Company and the Trustee, including any successor by operation of law.
      Except in connection with a transaction involving the Company that is permitted
      under Article
      VIII
      and
      pursuant to which the assignee agrees in writing to perform the Company’s
      obligations hereunder, the Company shall not assign its obligations
      hereunder.

     

    
      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              SECTION
                1.9.

            	
              Separability
                Clause.

            


    

    


    If
      any
      provision in this Indenture or in the Securities shall be invalid, illegal
      or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby, and there
      shall
      be deemed substituted for the provision at issue a valid, legal and enforceable
      provision as similar as possible to the provision at issue.

    


    
      	 	
              SECTION
                1.10.

            	
              Benefits
                of Indenture.

            


    

    


    Nothing
      in this Indenture or in the Securities, express or implied, shall give to any
      Person, other than the parties hereto and their successors and assigns, the
      holders of Senior Debt, the Holders of the Securities and, to the extent
      expressly provided in Sections
      5.2,
      5.8,
      5.9,
      5.11,
      5.13,
      9.2
      and
10.7,
      the
      holders of Preferred Securities, any benefit or any legal or equitable right,
      remedy or claim under this Indenture.

    


    
      	 	
              SECTION
                1.11.

            	
              Governing
                Law.

            


    

    


    This
      Indenture and the rights and obligations of each of the Holders, the Company
      and
      the Trustee shall be construed and enforced in accordance with and governed
      by
      the laws of the State of New York without reference to its conflict of laws
      provisions (other than Section 5-1401 of the General Obligations
      Law).

    


    
      	 	
              SECTION
                1.12.

            	
              Submission
                to Jurisdiction.

            


    

    


    ANY
      LEGAL
      ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH RESPECT TO OR
      ARISING OUT OF THIS INDENTURE MAY BE BROUGHT IN OR REMOVED TO THE COURTS OF
      THE
      STATE OF NEW YORK, IN AND FOR THE COUNTY OF NEW YORK, OR OF THE UNITED STATES
      OF
      AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE SITTING IN THE
      BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS INDENTURE, EACH PARTY
      ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
      UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS (AND COURTS OF APPEALS
      THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
      INDENTURE.

    


    
      	 	
              SECTION
                1.13.

            	
              Non-Business
                Days.

            


    

    


    If
      any
      Interest Payment Date, Redemption Date or Stated Maturity of any Security shall
      not be a Business Day, then (notwithstanding any other provision of this
      Indenture or the Securities) payment of interest, premium, if any, or principal
      or other amounts in respect of such Security shall not be made on such date,
      but
      shall be made on the next succeeding Business Day (and no interest shall accrue
      in respect of the amounts whose payment is so delayed for the period from and
      after such Interest Payment Date, Redemption Date or Stated Maturity, as the
      case may be, until such next succeeding Business Day) except that, if such
      Business Day falls in the next succeeding calendar year, such payment shall
      be
      made on the immediately preceding Business Day, in each case with the same
      force
      and effect as if made on the Interest Payment Date or Redemption Date or at
      the
      Stated Maturity.

    


    
      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

    

    


    ARTICLE
      II

     

    Security
      Forms

    


    
      	 	
              SECTION
                2.1.

            	
              Form
                of Security.

            


    

    


    Any
      Security issued hereunder shall be in substantially the following
      form:

    


    FLAG
      FINANCIAL CORPORATION

    


    Floating
      Rate Junior Subordinated Note due 2035

    


    
      	
              No.
                

            	
               

            	 	
              $

            	
               

            


    

    


    Flag
      Financial Corporation, a corporation organized and existing under the laws
      of
      Georgia (hereinafter called the “Company,”
which
      term includes any successor Person under the Indenture hereinafter referred
      to),
      for value received, hereby promises to pay to _______________, or registered
      assigns, the principal sum of $__________ Dollars [if
      the Security is a Global Security, then insert—
or
      such
      other principal amount represented hereby as may be set forth in the records
      of
      the Securities Registrar hereinafter referred to in accordance with the
      Indenture] on December 30, 2035. The Company further promises to pay interest
      on
      said principal sum from _________, 20__, or from the most recent Interest
      Payment Date to which interest has been paid or duly provided for, quarterly
      (subject to deferral as set forth herein) in arrears on March 30th,
      June
      30th,
      September 30th
      and
      December 30th
      of
      each
      year, commencing on _________, 20__, or if any such day is not a Business Day,
      on the next succeeding Business Day (and no interest shall accrue in respect
      of
      the amounts whose payment is so delayed for the period from and after such
      Interest Payment Date until such next succeeding Business Day), except that,
      if
      such Business Day falls in the next succeeding calendar year, such payment
      shall
      be made on the immediately preceding Business Day, in each case, with the same
      force and effect as if made on the Interest Payment Date, at a variable rate
      per
      annum, reset quarterly, equal to LIBOR plus 1.40%, together with Additional
      Tax
      Sums, if any, as provided in Section
      10.5
      of the
      Indenture, until the principal hereof is paid or duly provided for or made
      available for payment; provided,
      that
      any overdue principal, premium, if any, or Additional Tax Sums and any overdue
      installment of interest shall bear Additional Interest (to the extent that
      the
      payment of such interest shall be legally enforceable) at a variable rate per
      annum, reset quarterly, equal to LIBOR plus 1.40%, compounded quarterly, from
      the dates such amounts are due until they are paid or made available for
      payment, and such interest shall be payable on demand.

    


    The
      amount of interest payable shall be computed on the basis of a 360-day year
      and
      the actual number of days elapsed in the relevant interest period. The amount
      of
      interest payable for any full interest period shall be computed by dividing
      the
      applicable rate per annum by four. The interest so payable, and punctually
      paid
      or duly provided for, on any Interest Payment Date shall, as provided in the
      Indenture, be paid to the Person in whose name this Security (or one or more
      Predecessor Securities) is registered at the close of business on the Regular
      Record Date for such interest installment. Any such interest not so punctually
      paid or duly provided for shall forthwith cease to be payable to the Holder
      on
      such Regular Record Date and may either be paid to the Person in whose name
      this
      Security (or one or more Predecessor Securities) is registered at the close
      of
      business on a Special Record Date for the payment of such Defaulted Interest
      to
      be fixed by the Trustee, notice whereof shall be given to Holders of Securities
      not less than ten (10) days prior to such Special Record Date, or be paid at
      any
      time in any other lawful manner not inconsistent with the requirements of any
      securities exchange on which the Securities may be listed, and upon such notice
      as may be required by such exchange, all as more fully provided in the
      Indenture.

    


    
      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

    

    


    So
      long
      as no Event of Default pursuant to Sections 5.1(c), (e), (f), (g) or (h) of
      the
      Indenture has occurred and is continuing, the Company shall have the right,
      at
      any time and from time to time during the term of this Security, to defer the
      payment of interest on this Security for a period of up to twenty (20)
      consecutive quarterly interest payment periods (each such period, an
“Extension
      Period”),
      during which Extension Period(s), no interest shall be due and payable (except
      any Additional Tax Sums that may be due and payable). No Extension Period shall
      end on a date other than an Interest Payment Date, and no Extension Period
      shall
      extend beyond the Stated Maturity of the principal of this Security. No interest
      shall be due and payable during an Extension Period (except any Additional
      Tax
      Sums that may be due and payable), except at the end thereof, but each
      installment of interest that would otherwise have been due and payable during
      such Extension Period shall bear Additional Interest (to the extent payment
      of
      such interest would be legally enforceable) at a variable rate per annum, reset
      quarterly, equal to LIBOR plus 1.40%, compounded quarterly, from the dates
      on
      which amounts would have otherwise been due and payable until paid or made
      available for payment. At the end of any such Extension Period, the Company
      shall pay all interest then accrued and unpaid on this Security, together with
      such Additional Interest. Prior to the termination of any such Extension Period,
      the Company may further defer the payment of interest; provided,
      that
      (i) all such previous and further extensions comprising such Extension Period
      do
      not exceed twenty (20) quarterly interest payment periods, (ii) no Extension
      Period shall end on a date other than an Interest Payment Date and (iii) no
      Extension Period shall extend beyond the Stated Maturity of the principal of
      this Security. Upon the termination of any such Extension Period and upon the
      payment of all accrued and unpaid interest and any Additional Interest then
      due
      on any Interest Payment Date, the Company may elect to begin a new Extension
      Period; provided,
      that
      (i) such Extension Period does not exceed twenty (20) quarterly interest payment
      periods, (ii) no Extension Period shall end on a date other than an Interest
      Payment Date, (iii) no Extension Period shall extend beyond the Stated Maturity
      of the principal of this Security and (iv) no Event of Default pursuant to
      Sections 5.1(c), (e), (f), (g) or (h) has occurred and is continuing. The
      Company shall give (i) the Holder of this Security, (ii) the Trustee, (iii)
      the
      Property Trustee and (iv) any beneficial owner of the Preferred Securities
      reasonably identified to the Company (which identification may be made either
      by
      such beneficial owner or by the Placement Agent or the Purchaser) written notice
      of its election to begin any such Extension Period no later than the close
      of
      business on the fifteenth (15th)
      Business Day prior to the next succeeding Interest Payment Date on which
      interest on this Security would be payable but for such deferral.

    


    During
      any such Extension Period, the Company shall 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 any interest or premium 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 this Security (other than (a)
      repurchases, redemptions or other acquisitions of shares of capital stock of
      the
      Company in connection with (1) any employment contract, benefit plan or other
      similar arrangement with or for the benefit of any one or more employees,
      officers, directors or consultants, (2) a dividend reinvestment or stockholder
      stock purchase plan or (3) 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 an exchange or conversion of any class
      or
      series of the Company’s capital stock (or any capital stock of a Subsidiary of
      the Company) for any class or series of the Company’s capital stock or of any
      class or series of the Company’s indebtedness for any class or series of the
      Company’s capital stock, (c) the purchase of fractional interests in shares of
      the Company’s capital stock pursuant to the conversion or exchange provisions of
      such capital stock or the security being converted or exchanged, (d) any
      declaration of a dividend in connection with any Rights Plan, the issuance
      of
      rights, stock or other property under any 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).

    


    
      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

    

    


    Payment
      of principal of, premium, if any, and interest on this Security shall be made
      in
      such coin or currency of the United States of America as at the time of payment
      is legal tender for payment of public and private debts. Payments of principal,
      premium, if any, and interest due at the Maturity of this Security shall be
      made
      at the office or agency of the Company maintained for that purpose in the Place
      of Payment upon surrender of such Securities to the Paying Agent, and payments
      of interest shall be made, subject to such surrender where applicable, by wire
      transfer at such place and to such account at a banking institution in the
      United States as may be designated in writing to the Paying Agent at least
      ten
      (10) Business Days prior to the date for payment by the Person entitled thereto
      unless proper written transfer instructions have not been received by the
      relevant record date, in which case such payments shall be made by check mailed
      to the address of such Person as such address shall appear in the Security
      Register. Notwithstanding the foregoing, so long as the holder of this Security
      is the Property Trustee, the payment of the principal of (and premium, if any)
      and interest (including any overdue installment of interest and Additional
      Tax
      Sums, if any) on this Security will be made at such place and to such account
      as
      may be designated by the Property Trustee.

    


    The
      indebtedness evidenced by this 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 Debt, and this Security is issued subject to the provisions
      of the Indenture with respect thereto. Each Holder of this Security, by
      accepting the same, (a) agrees to and shall be bound by such provisions, (b)
      authorizes and directs the Trustee on his or her behalf to take such actions
      as
      may be necessary or appropriate to effectuate the subordination so provided
      and
      (c) appoints the Trustee his or her attorney-in-fact for any and all such
      purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice
      of the acceptance of the subordination provisions contained herein and in the
      Indenture by each holder of Senior Debt, whether now outstanding or hereafter
      incurred, and waives reliance by each such holder upon said
      provisions.

    


    
      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

    

    


    Unless
      the certificate of authentication hereon has been executed by the Trustee by
      manual signature, this Security shall not be entitled to any benefit under
      the
      Indenture or be valid or obligatory for any purpose.

    


    This
      Security is one of a duly authorized issue of securities of the Company (the
      “Securities”)
      issued
      under the Junior Subordinated Indenture, dated as of November 10, 2005 (the
      “Indenture”),
      between the Company and Wilmington Trust Company, as Trustee (in such capacity,
      the “Trustee,”
which
      term includes any successor trustee under the Indenture), to which Indenture
      and
      all indentures supplemental thereto reference is hereby made for a statement
      of
      the respective rights, limitations of rights, duties and immunities thereunder
      of the Company, the Trustee, the holders of Senior Debt and the Holders of
      the
      Securities, and of the terms upon which the Securities are, and are to be,
      authenticated and delivered.

    


    All
      terms
      used in this Security that are defined in the Indenture or in the Amended and
      Restated Trust Agreement, dated as of November 10, 2005 (as modified, amended
      or
      supplemented from time to time, the “Trust
      Agreement”),
      relating to Flag Financial Statutory Trust III (the “Trust”),
      among
      the Company, as Depositor, the Trustees named therein and the Holders from
      time
      to time of the Trust Securities issued pursuant thereto, shall have the meanings
      assigned to them in the Indenture or the Trust Agreement, as the case may
      be.

    


    The
      Company may, on any Interest Payment Date, at its option, upon not less than
      thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders
      of the Securities (unless a shorter notice period shall be satisfactory to
      the
      Trustee) on or after December 30, 2010 and subject to the terms and conditions
      of Article
      XI
      of the
      Indenture, redeem this Security in whole at any time or in part from time to
      time at a Redemption Price equal to one hundred percent (100%) of the principal
      amount hereof, together, in the case of any such redemption, with accrued
      interest, including any Additional Interest, to but excluding the date fixed
      for
      redemption; provided,
      that
      the Company shall have received the prior approval of the Federal Reserve if
      then required.

    


    In
      addition, upon the occurrence and during the continuation of a Special Event,
      the Company may, at its option, upon not less than thirty (30) days’ nor more
      than sixty (60) days’ written notice to the Holders of the Securities (unless a
      shorter notice period shall be satisfactory to the Trustee), redeem this
      Security, in whole but not in part, subject to the terms and conditions of
      Article
      XI
      of the
      Indenture at the Special Event Redemption Price; provided,
      that
      the Company shall have received the prior approval of the Federal Reserve if
      then required.

    


    In
      the
      event of redemption of this Security in part only, a new Security or Securities
      for the unredeemed portion hereof will be issued in the name of the Holder
      hereof upon the cancellation hereof. If less than all the Securities are to
      be
      redeemed, the particular Securities to be redeemed shall be selected not more
      than sixty (60) days prior to the Redemption Date by the Trustee from the
      Outstanding Securities not previously called for redemption, by such method
      as
      the Trustee shall deem fair and appropriate and which may provide for the
      selection for redemption of a portion of the principal amount of any
      Security.

    


    The
      Indenture permits, with certain exceptions as therein provided, the Company
      and
      the Trustee at any time to enter into a supplemental indenture or indentures
      for
      the purpose of modifying in any manner the rights and obligations of the Company
      and of the Holders of the Securities, with the consent of the Holders of not
      less than a majority in principal amount of the Outstanding Securities. The
      Indenture also contains provisions permitting Holders of specified percentages
      in principal amount of the Securities, on behalf of the Holders of all
      Securities, to waive compliance by the Company with certain provisions of the
      Indenture and certain past defaults under the Indenture and their consequences.
      Any such consent or waiver by the Holder of this Security shall be conclusive
      and binding upon such Holder and upon all future Holders of this Security and
      of
      any Security issued upon the registration of transfer hereof or in exchange
      herefor or in lieu hereof, whether or not notation of such consent or waiver
      is
      made upon this Security.

    


    
      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

    

    


    No
      reference herein to the Indenture and no provision of this Security or of the
      Indenture shall alter or impair the obligation of the Company, which is absolute
      and unconditional, to pay the principal of and any premium and interest,
      including any Additional Interest, on this Security at the times, place and
      rate, and in the coin or currency, herein prescribed.

    


    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Security is registrable in the Securities Register, upon
      surrender of this Security for registration of transfer at the office or agency
      of the Company maintained for such purpose, duly endorsed by, or accompanied
      by
      a written instrument of transfer in form satisfactory to the Company and the
      Securities Registrar and duly executed by, the Holder hereof or such Holder’s
      attorney duly authorized in writing, and thereupon one or more new Securities,
      of like tenor, of authorized denominations and for the same aggregate principal
      amount, will be issued to the designated transferee or transferees.

    


    The
      Securities are issuable only in registered form without coupons in minimum
      denominations of $100,000 and any integral multiple of $1,000 in excess thereof.
      As provided in the Indenture and subject to certain limitations therein set
      forth, Securities are exchangeable for a like aggregate principal amount of
      Securities and of like tenor of a different authorized denomination, as
      requested by the Holder surrendering the same.

    


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

    


    The
      Company, the Trustee and any agent of the Company or the Trustee may treat
      the
      Person in whose name this Security is registered as the owner hereof for all
      purposes, whether or not this Security be overdue, and neither the Company,
      the
      Trustee nor any such agent shall be affected by notice to the
      contrary.

    


    The
      Company and, by its acceptance of this Security or a beneficial interest herein,
      the Holder of, and any Person that acquires a beneficial interest in, this
      Security agree that, for United States federal, state and local tax purposes,
      it
      is intended that this Security constitute indebtedness.

    


    
      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

    

    


    This
      Security shall be construed and enforced in accordance with and governed by
      the
      laws of the State of New York, without reference to its conflict of laws
      provisions (other than Section 5-1401 of the General Obligations
      Law).

    


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

    


    
      	 	
              FLAG
                FINANCIAL CORPORATION

            
	 	 
	 	 
	 	
              By:
                

            	 
	 	
              Name:

            
	 	
              Title:

            


    

    


    
      	 	
              SECTION
                2.2.

            	
              Restricted
                Legend.

            


    

    


    (a)    Any
      Security issued hereunder shall bear a legend in substantially the following
      form:

    


    “[IF
      THIS SECURITY IS A GLOBAL SECURITY INSERT:
      THIS
      SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
      REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY
      (“DTC”) OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
      REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE
      LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
      SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY DTC TO A NOMINEE
      OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE
      REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

    


    UNLESS
      THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER
      OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY
      ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS
      MADE
      TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

    


    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED IN A
      TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED (THE “SECURITIES ACT”), AND SUCH SECURITIES, AND ANY INTEREST THEREIN,
      MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
      REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF ANY
      SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF THE SECURITIES MAY BE RELYING
      ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
      BY RULE 144A UNDER THE SECURITIES ACT.

    


    
      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

    

    


    THE
      HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES FOR THE BENEFIT
      OF THE COMPANY THAT (A) SUCH SECURITIES MAY BE OFFERED, RESOLD OR OTHERWISE
      TRANSFERRED ONLY (I) TO THE COMPANY, (II) TO A PERSON WHOM THE SELLER REASONABLY
      BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE
      SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III)
      TO
      AN INSTITUTIONAL “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,”
WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE
      501,
      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, (IV) PURSUANT TO
      AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (V) PURSUANT TO
      AN
      EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE
      WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
      OTHER APPLICABLE JURISDICTION AND, IN THE CASE OF (III) OR (V), SUBJECT TO
      THE
      RIGHT OF THE COMPANY TO REQUIRE AN OPINION OF COUNSEL ADDRESSING COMPLIANCE
      WITH
      THE U.S. SECURITIES LAWS,
      AND
      OTHER INFORMATION SATISFACTORY TO IT AND (B) THE HOLDER WILL NOTIFY ANY
      PURCHASER OF ANY SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO
      IN
      (A) ABOVE.

    


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

    


    
      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

    

    


    THE
      HOLDER OF THIS SECURITY, OR ANY INTEREST THEREIN, BY ITS ACCEPTANCE HEREOF
      OR
      THEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT
      PLAN, 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,
      OR
      ANY INTEREST THEREIN, ARE NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION
      4975
      OF THE CODE WITH RESPECT TO SUCH PURCHASE AND HOLDING. ANY PURCHASER OR HOLDER
      OF THE SECURITIES 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 OR OTHER PLAN TO WHICH TITLE I OF ERISA OR SECTION 4975 OF THE CODE IS
      APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH EMPLOYEE
      BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE “PLAN ASSETS” OF
      ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH
      PURCHASE OR HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION
      406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH FULL EXEMPTIVE RELIEF IS
      NOT
      AVAILABLE UNDER APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

    


    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 (THE “FDIC”).”

    


    (b)    The
      above
      legends shall not be removed from any Security unless there is delivered to
      the
      Company satisfactory evidence, which may include an Opinion of Counsel, as
      may
      be reasonably required to ensure that any future transfers thereof may be made
      without restriction under or violation of the provisions of the Securities
      Act
      and other applicable law. Upon provision of such satisfactory evidence, the
      Company shall execute and deliver to the Trustee, and the Trustee shall deliver,
      at the written direction of the Company, a Security that does not bear the
      legend.

    


    
      	 	
              SECTION
                2.3.

            	
              Form
                of Trustee’s Certificate of
                Authentication.

            


    

    


    The
      Trustee’s certificates of authentication shall be in substantially the following
      form:

    


    This
      represents Securities designated therein and referred to in the within-mentioned
      Indenture.

    


    Dated:

    


    
      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

    

    


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

            
	 	 	 
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
              Authorized
                officer

            
	 	 	 


    

    


    
      	 	
              SECTION
                2.4.

            	
              Temporary
                Securities.

            


    

    


    (a)    Pending
      the preparation of definitive Securities, the Company may execute, and upon
      Company Order the Trustee shall authenticate and deliver, temporary Securities
      that are printed, lithographed, typewritten, mimeographed or otherwise produced,
      in any denomination, substantially of the tenor of the definitive Securities
      in
      lieu of which they are issued and with such appropriate insertions, omissions,
      substitutions and other variations as the officers executing such Securities
      may
      determine, as evidenced by their execution of such Securities.

    


    (b)    If
      temporary Securities are issued, the Company will cause definitive Securities
      to
      be prepared without unreasonable delay. After the preparation of definitive
      Securities, the temporary Securities shall be exchangeable for definitive
      Securities upon surrender of the temporary Securities at the office or agency
      of
      the Company designated for that purpose without charge to the Holder. Upon
      surrender for cancellation of any one or more temporary Securities, the Company
      shall execute and the Trustee shall authenticate and deliver in exchange
      therefor one or more definitive Securities of any authorized denominations
      having the same Original Issue Date and Stated Maturity and having the same
      terms as such temporary Securities. Until so exchanged, the temporary Securities
      shall in all respects be entitled to the same benefits under this Indenture
      as
      definitive Securities.

    


    
      	 	
              SECTION
                2.5.

            	
              Definitive
                Securities.

            


    

    


    The
      Securities issued on the Original Issue Date shall be in definitive form. The
      definitive Securities shall be printed, lithographed or engraved, or produced
      by
      any combination of these methods, if required by any securities exchange on
      which the Securities may be listed, on a steel engraved border or steel engraved
      borders or may be produced in any other manner permitted by the rules of any
      securities exchange on which the Securities may be listed, all as determined
      by
      the officers executing such Securities, as evidenced by their execution of
      such
      Securities.

    


    ARTICLE
      III

     

    The
      Securities

    


    
      	 	
              SECTION
                3.1.

            	
              Payment
                of Principal and Interest.

            


    

    


    (a)    The
      unpaid principal amount of the Securities shall bear interest at a variable
      rate
      per annum, reset quarterly, equal to LIBOR plus 1.40%until paid or duly provided
      for, such interest to accrue from the Original Issue Date or from the most
      recent Interest Payment Date to which interest has been paid or duly provided
      for, and any overdue principal, premium or Additional Tax Sums and any overdue
      installment of interest shall bear Additional Interest (to the extent payment
      of
      such interest would be legally enforceable) at a variable rate per annum, reset
      quarterly, equal to LIBOR plus 1.40% from the dates such amounts are due until
      they are paid or funds for the payment thereof are made available for
      payment.

    


    
      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

    

    


    (b)    Interest
      and Additional Interest on any Security that is payable, and is punctually
      paid
      or duly provided for, on any Interest Payment Date shall be paid to the Person
      in whose name that Security (or one or more Predecessor Securities) is
      registered at the close of business on the Regular Record Date for such
      interest, except that interest and any Additional Interest payable on the Stated
      Maturity (or any date of principal repayment upon early maturity) of the
      principal of a Security or on a Redemption Date shall be paid to the Person
      to
      whom principal is paid. The initial payment of interest on any Security that
      is
      issued between a Regular Record Date and the related Interest Payment Date
      shall
      be payable as provided in such Security.

    


    (c)    Any
      interest on any Security that is due and payable, but is not timely paid or
      duly
      provided for, on any Interest Payment Date for Securities (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
      may be paid by the Company, at its election in each case, as provided in
      paragraph (i) or (ii) below:

    


    (i)    The
      Company may elect to make payment of any Defaulted Interest to the Persons
      in
      whose names the Securities (or their respective Predecessor Securities) are
      registered at the close of business on a Special Record Date for the payment
      of
      such Defaulted Interest (a “Special
      Record Date”),
      which
      shall be fixed in the following manner. At least thirty (30) days prior to
      the
      date of the proposed payment, the Company shall notify the Trustee in writing
      of
      the amount of Defaulted Interest proposed to be paid on each Security and the
      date of the proposed payment, and at the same time the Company shall deposit
      with the Trustee an amount of money equal to the aggregate amount proposed
      to be
      paid in respect of such Defaulted Interest or shall make arrangements
      satisfactory to the Trustee for such deposit prior to the date of the proposed
      payment, such money when deposited to be held in trust for the benefit of the
      Persons entitled to such Defaulted Interest. Thereupon the Trustee shall fix
      a
      Special Record Date for the payment of such Defaulted Interest, which shall
      be
      not more than fifteen (15) days and not less than ten (10) days prior to the
      date of the proposed payment and not less than ten (10) days after the receipt
      by the Trustee of the notice of the proposed payment. The Trustee shall promptly
      notify the Company of such Special Record Date and, in the name and at the
      expense of the Company, shall cause notice of the proposed payment of such
      Defaulted Interest and the Special Record Date therefor to be mailed, first
      class, postage prepaid, to each Holder of a Security at the address of such
      Holder as it appears in the Securities Register not less than ten (10) days
      prior to such Special Record Date. Notice of the proposed payment of such
      Defaulted Interest and the Special Record Date therefor having been so mailed,
      such Defaulted Interest shall be paid to the Persons in whose names the
      Securities (or their respective Predecessor Securities) are registered on such
      Special Record Date; or

    


    (ii)    The
      Company may make payment of any Defaulted Interest in any other lawful manner
      not inconsistent with the requirements of any securities exchange on which
      the
      Securities may be listed and, upon such notice as may be required by such
      exchange (or by the Trustee if the Securities are not listed), if, after notice
      given by the Company to the Trustee of the proposed payment pursuant to this
      clause, such payment shall be deemed practicable by the Trustee.

    


    
      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

    

    


    (d)    Payments
      of interest on the Securities shall include interest accrued to but excluding
      the respective Interest Payment Dates. Interest payments for the Securities
      shall be computed and paid on the basis of a 360-day year and the actual number
      of days elapsed in the relevant interest period. The amount of interest payable
      for any full interest period shall be computed by dividing the applicable rate
      per annum by four.

    


    (e)    Payment
      of principal of, premium, if any, and interest on the Securities shall be made
      in such coin or currency of the United States of America as at the time of
      payment is legal tender for payment of public and private debts. Payments of
      principal, premium, if any, and interest due at the Maturity of such Securities
      shall be made at the Place of Payment upon surrender of such Securities to
      the
      Paying Agent and payments of interest shall be made subject to such surrender
      where applicable, by wire transfer at such place and to such account at a
      banking institution in the United States as may be designated in writing to
      the
      Paying Agent at least ten (10) Business Days prior to the date for payment
      by
      the Person entitled thereto unless proper written transfer instructions have
      not
      been received by the relevant record date, in which case such payments shall
      be
      made by check mailed to the address of such Person as such address shall appear
      in the Security Register. Notwithstanding the foregoing, so long as the holder
      of the Security is the Property Trustee, the payment of the principal of (and
      premium if any) and interest (including any overdue installment of interest
      and
      Additional Tax Sums, if any) on the Security will be made at such place and
      to
      such account as may be designated by the Property Trustee.

    


    (f)     Subject
      to the foregoing provisions of this Section
      3.1,
      each
      Security delivered under this Indenture upon transfer of or in exchange for
      or
      in lieu of any other Security shall carry the rights to interest accrued and
      unpaid, and to accrue, that were carried by such other Security.

    


    
      	 	
              SECTION
                3.2.

            	
              Denominations.

            


    

    


    The
      Securities shall be in registered form without coupons and shall be issuable
      in
      minimum denominations of $100,000 and any integral multiple of $1,000 in excess
      thereof.

    


    
      	 	
              SECTION
                3.3.

            	
              Execution,
                Authentication, Delivery and
                Dating.

            


    

    


    (a)    At
      any
      time and from time to time after the execution and delivery of this Indenture,
      the Company may deliver Securities in an aggregate principal amount (including
      all then Outstanding Securities) not in excess of $15,464,000 executed by the
      Company to the Trustee for authentication, together with a Company Order for
      the
      authentication and delivery of such Securities, and the Trustee in accordance
      with the Company Order shall authenticate and deliver such Securities. In
      authenticating such Securities, and accepting the additional responsibilities
      under this Indenture in relation to such Securities, the Trustee shall be
      entitled to receive, and shall be fully protected in relying upon:

    


    (i)    a
      copy of
      any Board Resolution relating thereto; and

    


    
      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

    

    


    (ii)    an
      Opinion of Counsel stating that (1) such Securities, when authenticated and
      delivered by the Trustee and issued by the Company in the manner and subject
      to
      any conditions specified in such Opinion of Counsel, will constitute valid
      and
      legally binding obligations of the Company, subject to bankruptcy, insolvency,
      fraudulent transfer, reorganization, moratorium and similar laws of general
      applicability relating to or affecting creditors’ rights and to general equity
      principles; (2) the Securities have been duly authorized and executed by the
      Company and have been delivered to the Trustee for authentication in accordance
      with this Indenture; and (3) the Securities are not required to be registered
      under the Securities Act.

    


    (b)    The
      Securities shall be executed on behalf of the Company by its Chairman of the
      Board, its Vice Chairman of the Board, its Chief Executive Officer, its
      President or one of its Vice Presidents. The signature of any of these officers
      on the Securities may be manual or facsimile. Securities bearing the manual
      or
      facsimile signatures of individuals who were at any time the proper officers
      of
      the Company shall bind the Company, notwithstanding that such individuals or
      any
      of them have ceased to hold such offices prior to the authentication and
      delivery of such Securities or did not hold such offices at the date of such
      Securities.

    


    (c)    No
      Security shall be entitled to any benefit under this Indenture or be valid
      or
      obligatory for any purpose, unless there appears on such Security a certificate
      of authentication substantially in the form provided for herein executed by
      the
      Trustee by the manual signature of one of its authorized officers, and such
      certificate upon any Security shall be conclusive evidence, and the only
      evidence, that such Security has been duly authenticated and delivered
      hereunder. Notwithstanding the foregoing, if any Security shall have been
      authenticated and delivered hereunder but never issued and sold by the Company,
      and the Company shall deliver such Security to the Trustee for cancellation
      as
      provided in Section
      3.8,
      for all
      purposes of this Indenture such Security shall be deemed never to have been
      authenticated and delivered hereunder and shall never be entitled to the
      benefits of this Indenture.

    


    (d)    Each
      Security shall be dated the date of its authentication.

    


    
      	 	
              SECTION
                3.4.

            	
              Global
                Securities.

            


    

    


    (a)    Upon
      the
      election of the Holder after the Original Issue Date, which election need not
      be
      in writing, the Securities owned by such Holder shall be issued in the form
      of
      one or more Global Securities registered in the name of the Depositary or its
      nominee. Each Global Security issued under this Indenture shall be registered
      in
      the name of the Depositary designated by the Company for such Global Security
      or
      a nominee thereof and delivered to such Depositary or a nominee thereof or
      custodian therefor, and each such Global Security shall constitute a single
      Security for all purposes of this Indenture.

    


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

    


    
      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

    

    


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

    


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

    


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

    


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

    


    
      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

    

    


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

    


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

    


    
      	 	
              SECTION
                3.5.

            	
              Registration,
                Transfer and Exchange
                Generally.

            


    

    


    (a)    The
      Trustee shall cause to be kept at the Corporate Trust Office a register (the
      “Securities
      Register”)
      in
      which the registrar and transfer agent with respect to the Securities (the
      “Securities
      Registrar”),
      subject to such reasonable regulations as it may prescribe, shall provide for
      the registration of Securities and of transfers and exchanges of Securities.
      The
      Trustee shall at all times also be the Securities Registrar. The provisions
      of
Article
      VI
      shall
      apply to the Trustee in its role as Securities Registrar.

    


    (b)    Subject
      to compliance with Section 2.2(b), upon surrender for registration of transfer
      of any Security at the offices or agencies of the Company designated for that
      purpose the Company shall execute, and the Trustee shall authenticate and
      deliver, in the name of the designated transferee or transferees, one or more
      new Securities of any authorized denominations of like tenor and aggregate
      principal amount.

    


    (c)    At
      the
      option of the Holder, Securities may be exchanged for other Securities of any
      authorized denominations, of like tenor and aggregate principal amount, upon
      surrender of the Securities to be exchanged at such office or agency. Whenever
      any Securities are so surrendered for exchange, the Company shall execute,
      and
      upon receipt thereof the Trustee shall authenticate and deliver, the Securities
      that the Holder making the exchange is entitled to receive.

    


    
      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

    

    


    (d)    All
      Securities issued upon any transfer or exchange of Securities shall be the
      valid
      obligations of the Company, evidencing the same debt, and entitled to the same
      benefits under this Indenture, as the Securities surrendered upon such transfer
      or exchange.

    


    (e)    Every
      Security presented or surrendered for transfer or exchange shall (if so required
      by the Company or the Trustee) be duly endorsed, or be accompanied by a written
      instrument of transfer in form satisfactory to the Company and the Securities
      Registrar, duly executed by the Holder thereof or such Holder’s attorney duly
      authorized in writing.

    


    (f)    No
      service charge shall be made to a Holder for any transfer or exchange of
      Securities, but the Company may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Securities.

    


    (g)    Neither
      the Company nor the Trustee shall be required pursuant to the provisions of
      this
Section
      3.5
      to (i)
      issue, register the transfer of or exchange any Security during a period
      beginning at the opening of business fifteen (15) days before the day of
      selection for redemption of Securities pursuant to Article
      XI
      and
      ending at the close of business on the day of mailing of the notice of
      redemption or (ii) to register the transfer of or exchange any Security so
      selected for redemption in whole or in part, except, in the case of any such
      Security to be redeemed in part, any portion thereof not to be
      redeemed.

    


    (h)    The
      Company shall designate an office or offices or agency or agencies where
      Securities may be surrendered for registration or transfer or exchange. The
      Company initially designates the Corporate Trust Office as its office and agency
      for such purposes. The Company shall give prompt written notice to the Trustee
      and to the Holders of any change in the location of any such office or
      agency.

    


    
      	 	
              SECTION
                3.6.

            	
              Mutilated,
                Destroyed, Lost and Stolen
                Securities.

            


    

    


    (a)    If
      any
      mutilated Security is surrendered to the Trustee together with such security
      or
      indemnity as may be required by the Company or the Trustee to save each of
      them
      harmless, the Company shall execute and upon receipt thereof the Trustee shall
      authenticate and deliver in exchange therefor a new Security of like tenor
      and
      aggregate principal amount and bearing a number not contemporaneously
      outstanding.

    


    (b)    If
      there
      shall be delivered to the Company and to the Trustee (i) evidence to their
      satisfaction of the destruction, loss or theft of any Security and (ii) such
      security or indemnity as may be required by them to save each of them harmless,
      then, in the absence of notice to the Company or the Trustee that such Security
      has been acquired by a bona
      fide
      purchaser, the Company shall execute and upon its written request the Trustee
      shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
      Security, a new Security of like tenor and aggregate principal amount as such
      destroyed, lost or stolen Security, and bearing a number not contemporaneously
      outstanding.

    


    
      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

    

    


    (c)    
If
      any such
      mutilated, destroyed, lost or stolen Security has become or is about to become
      due and payable, the Company in its discretion may, instead of issuing a new
      Security, pay such Security.

    


    (d)    Upon
      the
      issuance of any new Security under this Section
      3.6,
      the
      Company may require the payment of a sum sufficient to cover any tax or other
      governmental charge that may be imposed in relation thereto and any other
      expenses (including the fees and expenses of the Trustee) connected
      therewith.

    


    (e)    Every
      new
      Security issued pursuant to this Section
      3.6
      in lieu
      of any mutilated, destroyed, lost or stolen Security shall constitute an
      original additional contractual obligation of the Company, whether or not the
      mutilated, destroyed, lost or stolen Security shall be at any time enforceable
      by anyone, and shall be entitled to all the benefits of this Indenture equally
      and proportionately with any and all other Securities duly issued
      hereunder.

    


    (f)    
The
      provisions of this Section
      3.6
      are
      exclusive and shall preclude (to the extent lawful) all other rights and
      remedies with respect to the replacement or payment of mutilated, destroyed,
      lost or stolen Securities.

    


    
      	 	
              SECTION
                3.7.

            	
              Persons
                Deemed Owners.

            


    

    


    The
      Company, the Trustee and any agent of the Company or the Trustee shall treat
      the
      Person in whose name any Security is registered as the owner of such Security
      for the purpose of receiving payment of principal of and any interest on such
      Security and for all other purposes whatsoever, and neither the Company, the
      Trustee nor any agent of the Company or the Trustee shall be affected by notice
      to the contrary.

    


    
      	 	
              SECTION
                3.8.

            	
              Cancellation.

            


    

    


    All
      Securities surrendered for payment, redemption, transfer or exchange shall,
      if
      surrendered to any Person other than the Trustee, be delivered to the Trustee,
      and any such Securities and Securities surrendered directly to the Trustee
      for
      any such purpose shall be promptly canceled by it. The Company may at any time
      deliver to the Trustee for cancellation any Securities previously authenticated
      and delivered hereunder that the Company may have acquired in any manner
      whatsoever, and all Securities so delivered shall be promptly canceled by the
      Trustee. No Securities shall be authenticated in lieu of or in exchange for
      any
      Securities canceled as provided in this Section
      3.8,
      except
      as expressly permitted by this Indenture. All canceled Securities shall be
      disposed of by the Trustee in accordance with its customary practices and the
      Trustee shall deliver to the Company a certificate of such
      disposition.

     

    
      	 	
              SECTION
                3.9.

            	
              Deferrals
                of Interest Payment Dates.

            


    

    


    (a)    
So
      long
      as no Event of Default pursuant to Sections 5.1(c), (e), (f), (g) or (h) has
      occurred and is continuing, the Company shall have the right, at any time and
      from time to time during the term of the Security, to defer the payment of
      interest on the Securities for a period of up to twenty (20) consecutive
      quarterly interest payment periods (each such period, an “Extension
      Period”),
      during which Extension Period(s), the Company shall have the right to make
      no
      payments or partial payments of interest on any Interest Payment Date (except
      any Additional Tax Sums that otherwise may be due and payable). No Extension
      Period shall end on a date other than an Interest Payment Date and no Extension
      Period shall extend beyond the Stated Maturity of the principal of the
      Securities. No interest shall be due and payable during an Extension Period,
      except at the end thereof, but each installment of interest that would otherwise
      have been due and payable during such Extension Period shall bear Additional
      Interest (to the extent payment of such interest would be legally enforceable)
      at a variable rate per annum, reset quarterly, equal to LIBOR plus 1.40%,
      compounded quarterly, from the dates on which amounts would have otherwise
      been
      due and payable until paid or until funds for the payment thereof have been
      made
      available for payment. At the end of any such Extension Period, the Company
      shall pay all interest then accrued and unpaid on the Securities together with
      such Additional Interest. Prior to the termination of any such Extension Period,
      the Company may extend such Extension Period and further defer the payment
      of
      interest; provided,
      that
      (i) all such previous and further extensions comprising such Extension Period
      do
      not exceed twenty (20) quarterly interest payment periods, (ii) no Extension
      Period shall end on a date other than an Interest Payment Date and (iii) no
      Extension Period shall extend beyond the Stated Maturity of the principal of
      the
      Securities. Upon the termination of any such Extension Period and upon the
      payment of all accrued and unpaid interest and any Additional Interest then
      due
      on any Interest Payment Date, the Company may elect to begin a new Extension
      Period; provided,
      that
      (i) such Extension Period does not exceed twenty (20) quarterly interest payment
      periods, (ii) no Extension Period shall end on a date other than an Interest
      Payment Date, (iii) no Extension Period shall extend beyond the Stated Maturity
      of the principal of the Securities and (iv) no Event of Default pursuant to
      Sections 5.1(c), (e), (f), (g) or (h) has occurred and is continuing. The
      Company shall give (i) the Holders of the Securities, (ii) the Trustee, (iii)
      the Property Trustee and (iv) any beneficial owner of the Preferred Securities
      reasonably identified to the Company (which identification may be made either
      by
      such beneficial owner or by the Placement Agent or the Purchaser) written notice
      of its election to begin any such Extension Period no later than the close
      of
      business on the fifteenth (15th) Business Day prior to the next succeeding
      Interest Payment Date on which interest on the Securities would be payable
      but
      for such deferral.

    


    
      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

    

    


    (b)    In
      connection with any such Extension Period, the Company shall be subject to
      the
      restrictions set forth in Section
      10.6(a).

    


    
      	 	
              SECTION
                3.10.

            	
              Right
                of Set-Off.

            


    

    


    Notwithstanding
      anything to the contrary herein, the Company shall have the right to set off
      any
      payment it is otherwise required to make in respect of any Security to the
      extent the Company has theretofore made, or is concurrently on the date of
      such
      payment making, a payment under the Guarantee Agreement relating to such
      Security or to a holder of Preferred Securities pursuant to an action undertaken
      under Section
      5.8
      of this
      Indenture.

    


    
      	 	
              SECTION
                3.11.

            	
              Agreed
                Tax Treatment.

            


    

    


    Each
      Security issued hereunder shall provide that the Company and, by its acceptance
      or acquisition of a Security or a beneficial interest therein, the Holder of,
      and any Person that acquires a direct or indirect beneficial interest in, such
      Security, intend and agree to treat such Security as indebtedness of the Company
      for United States Federal, state and local tax purposes and to treat the
      Preferred Securities (including but not limited to all payments and proceeds
      with respect to the Preferred Securities) as an undivided beneficial ownership
      interest in the Securities (and payments and proceeds therefrom, respectively)
      for United States Federal, state and local tax purposes. The provisions of
      this
      Indenture shall be interpreted to further this intention and agreement of the
      parties.

     

    
      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              SECTION
                3.12.

            	
              CUSIP
                Numbers.

            


    

    


    The
      Company in issuing the Securities may use “CUSIP” numbers (if then generally in
      use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption
      and other similar or related materials as a convenience to Holders; provided,
      that
      any such notice or other materials may state that no representation is made
      as
      to the correctness of such numbers either as printed on the Securities or as
      contained in any notice of redemption or other materials and that reliance
      may
      be placed only on the other identification numbers printed on the Securities,
      and any such redemption shall not be affected by any defect in or omission
      of
      such numbers.

    


    ARTICLE
      IV

     

    Satisfaction
      and Discharge

    


    
      	 	
              SECTION
                4.1.

            	
              Satisfaction
                and Discharge of Indenture.

            


    

    


    This
      Indenture shall, upon Company Request, cease to be of further effect (except
      as
      to any surviving rights of registration of transfer or exchange of Securities
      herein expressly provided for and as otherwise provided in this Section
      4.1)
      and the
      Trustee, on demand of and at the expense of the Company, shall execute proper
      instruments acknowledging satisfaction and discharge of this Indenture,
      when

    


    
      	 	
              (a)

            	
              either

            


    

    


    (i)    all
      Securities theretofore authenticated and delivered (other than (A) Securities
      that have been mutilated, destroyed, lost or stolen and that have been replaced
      or paid as provided in Section
      3.6
      and (B)
      Securities for whose payment money has theretofore been deposited in trust
      or
      segregated and held in trust by the Company and thereafter repaid to the Company
      or discharged from such trust as provided in Section 10.2) have been delivered
      to the Trustee for cancellation; or

    


    (ii)    all
      such
      Securities not theretofore delivered to the Trustee for
      cancellation

    


    
      	 	
              (A)

            	
              have
                become due and payable, or

            


    

    


    
      	 	
              (B)

            	
              will
                become due and payable at their Stated Maturity within one year of
                the
                date of deposit, or

            


    

    


    
      	 	
              (C)

            	
              are
                to be called for redemption within one year under arrangements
                satisfactory to the Trustee for the giving of notice of redemption
                by the
                Trustee in the name, and at the expense, of the
                Company,

            


    

    


    
      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

    

    


    and
      the
      Company, in the case of subclause (ii)(A), (B) or (C) above, has deposited
      or
      caused to be deposited with the Trustee as trust funds in trust for such purpose
      (x) an amount in the currency or currencies in which the Securities are payable,
      (y) Government Obligations which through the scheduled payment of principal
      and
      interest in respect thereof in accordance with their terms will provide, not
      later than the due date of any payment, money in an amount or (z) a combination
      thereof, in each case sufficient, in the opinion of a nationally recognized
      firm
      of independent public accountants expressed in a written certification thereof
      delivered to the Trustee, to pay and discharge the entire indebtedness on such
      Securities not theretofore delivered to the Trustee for cancellation, for
      principal and any premium and interest (including any Additional Interest)
      to
      the date of such deposit (in the case of Securities that have become due and
      payable) or to the Stated Maturity (or any date of principal repayment upon
      early maturity) or Redemption Date, as the case may be;

    


    (b)    the
      Company has paid or caused to be paid all other sums payable hereunder by the
      Company; and

    


    (c)    the
      Company has delivered to the Trustee 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.

    


    Notwithstanding
      the satisfaction and discharge of this Indenture, the obligations of the Company
      to the Trustee under Section
      6.6,
      the
      obligations of the Company to any Authenticating Agent under Section
      6.11
      and, if
      money shall have been deposited with the Trustee pursuant to subclause (a)(ii)
      of this Section
      4.1,
      the
      obligations of the Trustee under Section 4.2 and Section
      10.2(e)
      shall
      survive.

    


    
      	 	
              SECTION
                4.2.

            	
              Application
                of Trust Money.

            


    

    


    Subject
      to the provisions of Section
      10.2(e),
      all
      money deposited with the Trustee pursuant to Section
      4.1
      shall be
      held in trust and applied by the Trustee, in accordance with the provisions
      of
      the Securities and this Indenture, to the payment in accordance with
Section
      3.1,
      either
      directly or through any Paying Agent (including the Company acting as its own
      Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
      of
      the principal and any premium and interest (including any Additional Interest)
      for the payment of which such money or obligations have been deposited with
      or
      received by the Trustee. Moneys held by the Trustee under this Section
      4.2
      shall
      not be subject to the claims of holders of Senior Debt under Article
      XII.

    


    ARTICLE
      V

     

    Remedies

    


    
      	 	
              SECTION
                5.1.

            	
              Events
                of Default.

            


    

    


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

    


    
      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

    

    


    (a)    default
      in the payment of any interest upon any Security, including any Additional
      Interest in respect thereof, when it becomes due and payable, and continuance
      of
      such default for a period of thirty (30) days (subject to the deferral of any
      due date in the case of an Extension Period); or

    


    (b)    default
      in the payment of the principal of or any premium on any Security at its
      Maturity; or

    


    (c)    default
      in the payment of any interest upon any Security, including any Additional
      Interest in respect thereof, following the nonpayment of any such interest
      for
      twenty (20) or more consecutive quarterly interest payment periods;
      or

    


    (d)    default
      in the performance, or breach, of any covenant or warranty of the Company in
      this Indenture and continuance of such default or breach for a period of thirty
      (30) days after there has been given, by registered or certified mail, to the
      Company by the Trustee or to the Company and the Trustee by the Holders of
      at
      least twenty five percent (25%) in aggregate principal amount of the Outstanding
      Securities a written notice specifying such default or breach and requiring
      it
      to be remedied and stating that such notice is a “Notice of Default” hereunder;
      or

    


    (e)    the
      entry
      by a court having jurisdiction in the premises of a decree or order adjudging
      the Company a bankrupt or insolvent, or approving as properly filed a petition
      seeking reorganization, arrangement, adjustment or composition of or in respect
      of the Company under any applicable Federal or state bankruptcy, insolvency,
      reorganization or other similar law, or appointing a custodian, receiver,
      liquidator, assignee, trustee, sequestrator or other similar official of the
      Company or of any substantial part of its property, or ordering the winding
      up
      or liquidation of its affairs, and the continuance of any such decree or order
      for relief or any such other decree or order unstayed and in effect for a period
      of sixty (60) consecutive days; or

    


    (f)    the
      institution by the Company of proceedings to be adjudicated a bankrupt or
      insolvent, or the consent by the Company to the institution of bankruptcy or
      insolvency proceedings against it, or the filing by the Company of a petition
      or
      answer or consent seeking reorganization or relief under any applicable Federal
      or state bankruptcy, insolvency, reorganization or other similar law, or the
      consent by it to the filing of such petition or to the appointment of or taking
      possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator
      or other similar official of the Company or of any substantial part of its
      property, or the making by it of an assignment for the benefit of creditors,
      or
      the admission by it in writing of its inability to pay its debts generally
      as
      they become due and its willingness to be adjudicated a bankrupt or insolvent,
      or the taking of corporate action by the Company in furtherance of any such
      action; or

    


    (g)    either
      (1) a court or administrative or governmental agency or body shall enter a
      decree or order for the appointment of a receiver of a Major Bank Subsidiary
      or
      all or substantially all of its property in any liquidation, insolvency or
      similar proceeding, or (2) a Major Bank Subsidiary shall consent to the
      appointment of a receiver for it or all or substantially all of its property
      in
      any liquidation, insolvency or similar proceeding.

    


    
      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

    

    


    (h)    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 Securities to holders of the Preferred Securities in
      liquidation of their interests in the Trust, (2) the redemption of all of the
      outstanding Preferred Securities or (3) certain mergers, consolidations or
      amalgamations, each as and to the extent permitted by the Trust
      Agreement.

    


    
      	 	
              SECTION
                5.2.

            	
              Acceleration
                of Maturity; Rescission and
                Annulment.

            


    

    


    (a)    If
      an
      Event of Default pursuant to Sections 5.1(c), (e), (f), (g) or (h) occurs and
      is
      continuing, then and in every such case the Trustee or the Holders of not less
      than twenty five percent (25%) in principal amount of the Outstanding Securities
      may declare the principal amount of all the Securities to be due and payable
      immediately, by a notice in writing to the Company (and to the Trustee if given
      by Holders), provided, that if, upon an Event of Default pursuant to Sections
      5.1(c), (e), (f), (g) or (h), the Trustee or the Holders of not less than twenty
      five percent (25%) in principal amount of the Outstanding Securities fail to
      declare the principal of all the Outstanding Securities to be immediately due
      and payable, the holders of at least twenty five percent (25%) in aggregate
      Liquidation Amount of the Preferred Securities then outstanding shall have
      the
      right to make such declaration by a notice in writing to the Property Trustee,
      the Company and the Trustee; and upon any such declaration the principal amount
      of and the accrued interest (including any Additional Interest) on all the
      Securities shall become immediately due and payable.

    


    (b)    At
      any
      time after such a declaration of acceleration with respect to Securities has
      been made and before a judgment or decree for payment of the money due has
      been
      obtained by the Trustee as hereinafter provided in this Article
      V,
      the
      Holders of a majority in principal amount of the Outstanding Securities, by
      written notice to the Indenture Trustee, or the holders of a majority in
      aggregate Liquidation Amount of the Preferred Securities, by written notice
      to
      the Property Trustee, the Company and the Trustee, may rescind and annul such
      declaration and its consequences if:

    


    (i)    the
      Company has paid or deposited with the Trustee a sum sufficient to
      pay:

    


    
      	 	
              (A)

            	
              all
                overdue installments of interest on all
                Securities,

            


    

    


    
      	 	
              (B)

            	
              any
                accrued Additional Interest on all
                Securities,

            


    

    


    
      	 	
              (C)

            	
              the
                principal of and any premium on any Securities that have become due
                otherwise than by such declaration of acceleration and interest (including
                any Additional Interest) thereon at the rate borne by the Securities,
                and

            


    

    


    
      	 	
              (D)

            	
              all
                sums paid or advanced by the Trustee hereunder and the reasonable
                compensation, expenses, disbursements and advances of the Trustee,
                the
                Property Trustee and their agents and counsel;
                and

            


    

    


    
      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

    

    


    (ii)    all
      Events of Default with respect to Securities, other than the non-payment of
      the
      principal of Securities that has become due solely by such acceleration, have
      been cured or waived as provided in Section
      5.13;

    


    provided,
      that if
      the Holders of such Securities fail to annul such declaration and waive such
      default, the holders of not less than a majority in aggregate Liquidation Amount
      of the Preferred Securities then outstanding shall also have the right to
      rescind and annul such declaration and its consequences by written notice to
      the
      Property Trustee, the Company and the Trustee, subject to the satisfaction
      of
      the conditions set forth in paragraph (b) of this Section
      5.2.
      No such
      rescission shall affect any subsequent default or impair any right consequent
      thereon.

    


    
      	 	
              SECTION
                5.3.

            	
              Collection
                of Indebtedness and Suits for Enforcement by
                Trustee.

            


    

    


    
      	 	
              (a)

            	
              The
                Company covenants that if:

            


    

    


    (i)    default
      is made in the payment of any installment of interest (including any Additional
      Interest) on any Security when such interest becomes due and payable and such
      default continues for a period of thirty (30) days, or

    


    (ii)    default
      is made in the payment of the principal of and any premium on any Security
      at
      the Maturity thereof,

    


    the
      Company will, upon demand of the Trustee, pay to the Trustee, for the benefit
      of
      the Holders of such Securities, the whole amount then due and payable on such
      Securities for principal and any premium and interest (including any Additional
      Interest) and, in addition thereto, all amounts owing the Trustee under
Section
      6.6.

    


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

    


    (c)    If
      an
      Event of Default with respect to Securities occurs and is continuing, the
      Trustee may in its discretion proceed to protect and enforce its rights and
      the
      rights of the Holders of Securities by such appropriate judicial proceedings
      as
      the Trustee shall deem most effectual to protect and enforce any such rights,
      whether for the specific enforcement of any covenant or agreement in this
      Indenture or in aid of the exercise of any power granted herein, or to enforce
      any other proper remedy.

     

    
      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              SECTION
                5.4.

            	
              Trustee
                May File Proofs of Claim.

            


    

    


    In
      case
      of any receivership, insolvency, liquidation, bankruptcy, reorganization,
      arrangement, adjustment, composition or similar judicial proceeding relative
      to
      the Company (or any other obligor upon the Securities), its property or its
      creditors, the Trustee shall be entitled and empowered, by intervention in
      such
      proceeding or otherwise, to take any and all actions authorized hereunder in
      order to have claims of the Holders and the Trustee allowed in any such
      proceeding. In particular, the Trustee shall be authorized to collect and
      receive any moneys or other property payable or deliverable on any such claims
      and to distribute the same; and any custodian, receiver, assignee, trustee,
      liquidator, sequestrator or other similar official in any such judicial
      proceeding is hereby authorized by each Holder to make such payments to the
      Trustee and, in the event that the Trustee shall consent to the making of such
      payments directly to the Holders, to first pay to the Trustee any amount due
      it
      for the reasonable compensation, expenses, disbursements and advances of the
      Trustee, its agents and counsel, and any other amounts owing the Trustee, any
      predecessor Trustee and other Persons under Section
      6.6.

    


    
      	 	
              SECTION
                5.5.

            	
              Trustee
                May Enforce Claim Without Possession of
                Securities.

            


    

    


    All
      rights of action and claims under this Indenture or the Securities may be
      prosecuted and enforced by the Trustee without the possession of any of the
      Securities or the production thereof in any proceeding relating thereto, and
      any
      such proceeding instituted by the Trustee shall be brought in its own name
      as
      trustee of an express trust, and any recovery of judgment shall, subject to
      Article
      XII
      and
      after provision for the payment of all the amounts owing the Trustee, any
      predecessor Trustee and other Persons under Section
      6.6,
      be for
      the ratable benefit of the Holders of the Securities in respect of which such
      judgment has been recovered.

    


    
      	 	
              SECTION
                5.6.

            	
              Application
                of Money Collected.

            


    

    


    Any
      money
      or property collected or to be applied by the Trustee with respect to the
      Securities pursuant to this Article
      V
      shall be
      applied in the following order, at the date or dates fixed by the Trustee and,
      in case of the distribution of such money or property on account of principal
      or
      any premium or interest (including any Additional Interest), upon presentation
      of the Securities and the notation thereon of the payment if only partially
      paid
      and upon surrender thereof if fully paid:

    


    FIRST:
      To
      the payment of all amounts due the Trustee, any predecessor Trustee and other
      Persons under Section
      6.6;

    


    SECOND:
      To the payment of all Senior Debt of the Company if and to the extent required
      by Article
      XII.

    


    THIRD:
      Subject to Article
      XII,
      to the
      payment of the amounts then due and unpaid upon the Securities for principal
      and
      any premium and interest (including any Additional Interest) in respect of
      which
      or for the benefit of which such money has been collected, ratably, without
      preference or priority of any kind, according to the amounts due and payable
      on
      the Securities for principal and any premium and interest (including any
      Additional Interest), respectively; and

    


    FOURTH:
      The balance, if any, to the Person or Persons entitled thereto.

    


    
      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              SECTION
                5.7.

            	Limitation on
              Suits.


    

     

    Subject
      to Section
      5.8,
      no
      Holder of any Securities shall have any right to institute any proceeding,
      judicial or otherwise, with respect to this Indenture or for the appointment
      of
      a custodian, receiver, assignee, trustee, liquidator, sequestrator (or other
      similar official) or for any other remedy hereunder, unless:

    


    (a)    such
      Holder has previously given written notice to the Trustee of a continuing Event
      of Default with respect to the Securities;

    


    (b)    the
      Holders of not less than a majority in aggregate principal amount of the
      Outstanding Securities shall have made written request to the Trustee to
      institute proceedings in respect of such Event of Default in its own name as
      Trustee hereunder;

    


    (c)    such
      Holder or Holders have offered to the Trustee reasonable indemnity against
      the
      costs, expenses and liabilities to be incurred in compliance with such
      request;

    


    (d)    the
      Trustee after its receipt of such notice, request and offer of indemnity has
      failed to institute any such proceeding for sixty (60) days; and

    


    (e)    no
      direction inconsistent with such written request has been given to the Trustee
      during such sixty (60)-day period by the Holders of a majority in aggregate
      principal amount of the Outstanding Securities;

    


    it
      being
      understood and intended that no one or more of such Holders shall have any
      right
      in any manner whatever by virtue of, or by availing itself of, any provision
      of
      this Indenture to affect, disturb or prejudice the rights of any other Holders
      of Securities, or to obtain or to seek to obtain priority or preference over
      any
      other of such Holders or to enforce any right under this Indenture, except
      in
      the manner herein provided and for the equal and ratable benefit of all such
      Holders.

    
       

      
        	 	
                SECTION
                  5.8.

              	
                Unconditional
                  Right of Holders to Receive Principal, Premium and Interest; Direct
                  Action
                  by Holders of Preferred
                  Securities.

              


      

    

    


    Notwithstanding
      any other provision in this Indenture, the Holder of any Security shall have
      the
      right, which is absolute and unconditional, to receive payment of the principal
      of and any premium on such Security at its Maturity and payment of interest
      (including any Additional Interest) on such Security when due and payable and
      to
      institute suit for the enforcement of any such payment, and such right shall
      not
      be impaired without the consent of such Holder. Any registered holder of the
      Preferred Securities shall have the right, upon the occurrence of an Event
      of
      Default described in Section
      5.1(a),
      Section
      5.1(b)
      or
Section
      5.1(c),
      to
      institute a suit directly against the Company for enforcement of payment to
      such
      holder of principal of and any premium and interest (including any Additional
      Interest) on the Securities having a principal amount equal to the aggregate
      Liquidation Amount of the Preferred Securities held by such holder.

     

    
      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              SECTION
                5.9.

            	
              Restoration
                of Rights and Remedies.

            


    

    


    If
      the
      Trustee, any Holder or any holder of Preferred Securities has instituted any
      proceeding to enforce any right or remedy under this Indenture and such
      proceeding has been discontinued or abandoned for any reason, or has been
      determined adversely to the Trustee, such Holder or such holder of Preferred
      Securities, then and in every such case the Company, the Trustee, such Holders
      and such holder of Preferred Securities shall, subject to any determination
      in
      such proceeding, be restored severally and respectively to their former
      positions hereunder, and thereafter all rights and remedies of the Trustee,
      such
      Holder and such holder of Preferred Securities shall continue as though no
      such
      proceeding had been instituted.

    


    
      	 	
              SECTION
                5.10.

            	
              Rights
                and Remedies Cumulative.

            


    

    


    Except
      as
      otherwise provided in Section
      3.6(f),
      no
      right or remedy herein conferred upon or reserved to the Trustee or the Holders
      is intended to be exclusive of any other right or remedy, and every right and
      remedy shall, to the extent permitted by law, be cumulative and in addition
      to
      every other right and remedy given hereunder or now or hereafter existing at
      law
      or in equity or otherwise. The assertion or employment of any right or remedy
      hereunder, or otherwise, shall not prevent the concurrent assertion or
      employment of any other appropriate right or remedy.

    


    
      	 	
              SECTION
                5.11.

            	
              Delay
                or Omission Not Waiver.

            


    

    


    No
      delay
      or omission of the Trustee, any Holder of any Securities or any holder of any
      Preferred Security to exercise any right or remedy accruing upon any Event
      of
      Default shall impair any such right or remedy or constitute a waiver of any
      such
      Event of Default or an acquiescence therein. Every right and remedy given by
      this Article
      V
      or by
      law to the Trustee or to the Holders and the right and remedy given to the
      holders of Preferred Securities by Section
      5.8
      may be
      exercised from time to time, and as often as may be deemed expedient, by the
      Trustee, the Holders or the holders of Preferred Securities, as the case may
      be.

    


    
      	 	
              SECTION
                5.12.

            	
              Control
                by Holders.

            


    

    


    The
      Holders of not less than a majority in aggregate principal amount of the
      Outstanding Securities (or,
      as
      the case may be, the holders of a majority in aggregate Liquidation Amount
      of
      the Preferred Securities) shall
      have the right to direct the time, method and place of conducting any proceeding
      for any remedy available to the Trustee or exercising any trust or power
      conferred on the Trustee; provided,
      that:

    


    (a)    such
      direction shall not be in conflict with any rule of law or with this
      Indenture,

    


    (b)    the
      Trustee may take any other action deemed proper by the Trustee that is not
      inconsistent with such direction, and

    


    (c)    subject
      to the provisions of Section
      6.2,
      the
      Trustee shall have the right to decline to follow such direction if a
      Responsible Officer or Officers of the Trustee shall, in good faith, reasonably
      determine that the proceeding so directed would be unjustly prejudicial to
      the
      Holders not joining in any such direction or would involve the Trustee in
      personal liability.

     

    
      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              SECTION
                5.13.

            	
              Waiver
                of Past Defaults.

            


    

    


    (a)    The
      Holders of not less than a majority in aggregate principal amount of the
      Outstanding Securities and the holders of not less than a majority in aggregate
      Liquidation Amount of the Preferred Securities may waive any past Event of
      Default hereunder and its consequences except an Event of Default:

    


    (i)    in
      the
      payment of the principal of or any premium or interest (including any Additional
      Interest) on any Security (unless such Event of Default has been cured and
      the
      Company has paid to or deposited with the Trustee a sum sufficient to pay all
      installments of interest (including any Additional Interest) due and past due
      and all principal of and any premium on all Securities due otherwise than by
      acceleration), or

    


    (ii)    in
      respect of a covenant or provision hereof that under Article
      IX
      cannot
      be modified or amended without the consent of each Holder of any Outstanding
      Security.

    


    (b)    Any
      such
      waiver shall be deemed to be on behalf of the Holders of all the Securities
      or,
      in the case of a waiver by holders of Preferred Securities issued by such Trust,
      by all holders of Preferred Securities.

    


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

    


    
      	 	
              SECTION
                5.14.

            	
              Undertaking
                for Costs.

            


    

    


    All
      parties to this Indenture agree, and each Holder of any Security by his or
      her
      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
      5.14
      shall
      not apply to any suit instituted by the Trustee, to any suit instituted by
      any
      Holder, or group of Holders, holding in the aggregate more than ten percent
      (10%) in aggregate principal amount of the Outstanding Securities, or to any
      suit instituted by any Holder for the enforcement of the payment of the
      principal of or any premium on the Security after the Stated Maturity or any
      interest (including any Additional Interest) on any Security after it is due
      and
      payable.

    


    
      	 	
              SECTION
                5.15.

            	
              Waiver
                of Usury, Stay or Extension
                Laws.

            


    

    


    The
      Company covenants (to the extent that it may lawfully do so) that it will not
      at
      any time insist upon, or plead, or in any manner whatsoever claim or take the
      benefit or advantage of, any usury, stay or extension law wherever enacted,
      now
      or at any time hereafter in force, which may affect the covenants or the
      performance of this Indenture; and the Company (to the extent that it may
      lawfully do so) hereby expressly waives all benefit or advantage of any such
      law, and covenants that it will not hinder, delay or impede the execution of
      any
      power herein granted to the Trustee, but will suffer and permit the execution
      of
      every such power as though no such law had been enacted.

    


    
      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

    

    


    ARTICLE
      VI

     

    The
      Trustee

    


    
      	 	
              SECTION
                6.1.

            	
              Corporate
                Trustee Required.

            


    

    


    There
      shall at all times be a Trustee hereunder with respect to the Securities. The
      Trustee shall be a corporation organized and doing business under the laws
      of
      the United States or of any state thereof, authorized to exercise corporate
      trust powers, having a combined capital and surplus of at least $50,000,000,
      subject to supervision or examination by Federal or state authority and having
      an office within the United States. If such corporation publishes reports of
      condition at least annually, pursuant to law or to the requirements of such
      supervising or examining authority, then, for the purposes of this Section
      6.1,
      the
      combined capital and surplus of such corporation shall be deemed to be its
      combined capital and surplus as set forth in its most recent report of condition
      so published. If at any time the Trustee shall cease to be eligible in
      accordance with the provisions of this Section
      6.1,
      it
      shall resign immediately in the manner and with the effect hereinafter specified
      in this Article
      VI.

    


    
      	 	
              SECTION
                6.2.

            	
              Certain
                Duties and Responsibilities.

            


    

    


    
      	 	
              (a)

            	
              Except
                during the continuance of an Event of
                Default:

            


    

    


    (i)    the
      Trustee undertakes to perform such duties and only such duties as are
      specifically set forth in this Indenture, and no implied covenants or
      obligations shall be read into this Indenture against the Trustee;
      and

    


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

    


    (b)    If
      an
      Event of Default known to the Trustee has occurred and is continuing, the
      Trustee shall, prior to the receipt of directions, if any, from the Holders
      of
      at least a majority in aggregate principal amount of the Outstanding Securities
      (or, if applicable, from the holders of a majority in aggregate Liquidation
      Amount of the Preferred Securities), exercise such of the rights and powers
      vested in it by this Indenture, and use the same degree of care and skill in
      its
      exercise, as a prudent person would exercise or use under the circumstances
      in
      the conduct of such person’s own affairs.

    


    (c)    Notwithstanding
      the foregoing, no provision of this Indenture shall require the Trustee to
      expend or risk its own funds or otherwise incur any financial liability in
      the
      performance of any of its duties hereunder, or in the exercise of any of its
      rights or powers, if it shall have reasonable grounds for believing that
      repayment of such funds or adequate indemnity against such risk or liability
      is
      not reasonably assured to it. Whether or not therein expressly so provided,
      every provision of this Indenture relating to the conduct or affecting the
      liability of or affording protection to the Trustee shall be subject to the
      provisions of this Section
      6.2.
      To the
      extent that, at law or in equity, the Trustee has duties and liabilities
      relating to the Holders, the Trustee shall not be liable to any Holder for
      the
      Trustee’s good faith reliance on the provisions of this Indenture. The
      provisions of this Indenture, to the extent that they restrict the duties and
      liabilities of the Trustee otherwise existing at law or in equity, are agreed
      by
      the Company and the Holders to replace such other duties and liabilities of
      the
      Trustee.

    


    
      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

    

    


    (d)    No
      provisions of this Indenture shall be construed to relieve the Trustee from
      liability with respect to matters that are within the authority of the Trustee
      under this Indenture for its own negligent action, negligent failure to act
      or
      willful misconduct, except that:

    


    (i)    the
      Trustee shall not be liable for any error or judgment made in good faith by
      an
      authorized officer of the Trustee, unless it shall be proved that the Trustee
      was negligent in ascertaining the pertinent facts;

    


    (ii)    the
      Trustee shall not be liable with respect to any action taken or omitted to
      be
      taken by it in good faith in accordance with the direction of the Holders of
      at
      least a majority in aggregate principal amount of the Outstanding Securities
      (or, if applicable, from the holders of a majority in aggregate Liquidation
      Amount of the Preferred Securities), relating to the time, method and place
      of
      conducting any proceeding for any remedy available to the Trustee under this
      Indenture; and

    


    (iii)    the
      Trustee shall be under no liability for interest on any money received by it
      hereunder and money held by the Trustee in trust hereunder need not be
      segregated from other funds except to the extent required by law.

    


    
      	 	
              SECTION
                6.3.

            	
              Notice
                of Defaults.

            


    

    


    Within
      ninety (90) days after the occurrence of any default actually known to the
      Trustee, the Trustee shall give the Holders notice of such default unless such
      default shall have been cured or waived; provided,
      that
      except in the case of a default in the payment of the principal of or any
      premium or interest on any Securities, the Trustee shall be fully protected
      in
      withholding the notice if and so long as the board of directors, the executive
      committee or a trust committee of directors and/or Responsible Officers of
      the
      Trustee in good faith determines that withholding the notice is in the interest
      of holders of Securities; and provided,
      further,
      that in
      the case of any default of the character specified in Section
      5.1(d),
      no such
      notice to Holders shall be given until at least thirty (30) days after the
      occurrence thereof. For the purpose of this Section
      6.3,
      the
      term “default” means any event which is, or after notice or lapse of time or
      both would become, an Event of Default.

    


    
      	 	
              SECTION
                6.4.

            	
              Certain
                Rights of Trustee.

            


    

    


    Subject
      to the provisions of Section
      6.2:

    


    
      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

    

    


    (a)    the
      Trustee may conclusively rely and shall be fully protected in acting or
      refraining from acting in good faith and in accordance with the terms hereof
      upon any resolution, certificate, statement, instrument, opinion, report,
      notice, request, direction, consent, order, bond, debenture, note or other
      paper
      or document believed by it to be genuine and to have been signed or presented
      by
      the proper party or parties;

    


    (b)    if
      (i) in
      performing its duties under this Indenture the Trustee is required to decide
      between alternative courses of action, (ii) in construing any of the provisions
      of this Indenture the Trustee finds ambiguous or inconsistent with any other
      provisions contained herein or (iii) the Trustee is unsure of the application
      of
      any provision of this Indenture, then, except as to any matter as to which
      the
      Holders are entitled to decide under the terms of this Indenture, the Trustee
      shall deliver a notice to the Company requesting the Company’s written
      instruction as to the course of action to be taken and the Trustee shall take
      such action, or refrain from taking such action, as the Trustee shall be
      instructed in writing to take, or to refrain from taking, by the Company;
provided,
      that if
      the Trustee does not receive such instructions from the Company within ten
      Business Days after it has delivered such notice or such reasonably shorter
      period of time set forth in such notice the Trustee may, but shall be under
      no
      duty to, take such action, or refrain from taking such action, as the Trustee
      shall deem advisable and in the best interests of the Holders, in which event
      the Trustee shall have no liability except for its own negligence, bad faith
      or
      willful misconduct;

    


    (c)    any
      request or direction of the Company shall be sufficiently evidenced by a Company
      Request or Company Order and any resolution of the Board of Directors may be
      sufficiently evidenced by a Board Resolution;

    


    (d)    the
      Trustee may consult with counsel (which counsel may be counsel to the
      Trustee,
      the
      Company or any of its Affiliates, and may include any of its employees) and
      the
      advice of such counsel or any Opinion of Counsel shall be full and complete
      authorization and protection in respect of any action taken, suffered or omitted
      by it hereunder in good faith and in reliance thereon;

    


    (e)    the
      Trustee shall be under no obligation to exercise any of the rights or powers
      vested in it by this Indenture at the request or direction of any of the Holders
      or
      any
      holder
      of Preferred Securities pursuant
      to this Indenture, unless such Holders
      (or such
      holders of Preferred Securities)
      shall
      have offered to the Trustee security or indemnity reasonably satisfactory to
      it
      against the costs, expenses (including reasonable attorneys’ fees and expenses)
      and liabilities that might be incurred by it in compliance with such request
      or
      direction, including reasonable advances as may be requested by the
      Trustee;

    


    (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, direction, consent, order, bond,
      indenture, note or other paper or document, but the Trustee in its discretion
      may make such inquiry or investigation into such facts or matters as it may
      see
      fit, and, if the Trustee shall determine to make such inquiry or investigation,
      it shall be entitled to examine the books, records and premises of the Company,
      personally or by agent or attorney;

    


    
      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      

    

    


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

    


    (h)    whenever
      in the administration of this Indenture the Trustee shall deem it desirable
      to
      receive instructions with respect to enforcing any remedy or right or taking
      any
      other action with respect to enforcing any remedy or right hereunder, the
      Trustees (i) may request instructions from the Holders (which instructions
      may
      only be given by the Holders of the same aggregate principal amount of
      Outstanding Securities as would be entitled to direct the Trustee under this
      Indenture in respect of such remedy, right or action), (ii) may refrain from
      enforcing such remedy or right or taking such action until such instructions
      are
      received and (iii) shall be protected in acting in accordance with such
      instructions;

    


    (i)    
except
      as
      otherwise expressly provided by this Indenture, the Trustee shall not be under
      any obligation to take any action that is discretionary under the provisions
      of
      this Indenture;

    


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

    


    (k)    whenever
      in the administration of this Indenture the Trustee shall deem it desirable
      that
      a matter be proved or established prior to taking, suffering or omitting any
      action hereunder, the Trustee (unless other evidence be herein specifically
      prescribed) may, in the absence of bad faith on its part, conclusively rely
      upon
      an Officers’ Certificate addressing such matter, which, upon receipt of such
      request, shall be promptly delivered by the Company;

    


    (l)    
the
      Trustee shall not be charged with knowledge of any default or Event of Default
      unless either (i) a Responsible Officer of the Trustee shall have actual
      knowledge or (ii) the Trustee shall have received written notice thereof from
      the Company or a Holder; and

    


    (m)    in
      the
      event that the Trustee is also acting as Paying Agent, Authenticating Agent
      or
      Securities Registrar hereunder, the rights and protections afforded to the
      Trustee pursuant to this Article
      VI
      shall
      also be afforded such Paying Agent, Authenticating Agent, or Securities
      Registrar.

    


    
      	 	
              SECTION
                6.5.

            	
              May
                Hold Securities.

            


    

    


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

     

    
      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              SECTION
                6.6.

            	
              Compensation;
                Reimbursement; Indemnity.

            


    

    


    
      	 	
              (a)

            	
              The
                Company agrees

            


    

    


    (i)    to
      pay to
      the Trustee from time to time reasonable compensation for all services rendered
      by it hereunder in such amounts as the Company and the Trustee shall agree
      from
      time to time (which compensation shall not be limited by any provision of law
      in
      regard to the compensation of a trustee of an express trust);

    


    (ii)    to
      reimburse the Trustee upon its request for all reasonable expenses,
      disbursements and advances incurred or made by the Trustee in accordance with
      any provision of this Indenture (including the reasonable compensation and
      the
      expenses and disbursements of its agents and counsel), except any such expense,
      disbursement or advance as may be attributable to its negligence, bad faith
      or
      willful misconduct; and

    


    (iii)    to
      the
      fullest extent permitted by applicable law, to indemnify the Trustee (including
      in its individual capacity) and its Affiliates, and their officers, directors,
      shareholders, agents, representatives and employees for, and to hold them
      harmless against, any loss, damage, liability, tax (other than income, franchise
      or other taxes imposed on amounts paid pursuant to (i) or (ii) hereof), penalty,
      expense or claim of any kind or nature whatsoever incurred without negligence,
      bad faith or willful misconduct on its part arising out of or in connection
      with
      the acceptance or administration of this trust or the performance of the
      Trustee’s duties hereunder, including the advancement of funds to cover the
      costs and expenses of defending itself against any claim or liability in
      connection with the exercise or performance of any of its powers or duties
      hereunder.

    


    (b)    To
      secure
      the Company’s payment obligations in this Section
      6.6,
      the
      Company hereby grants and pledges to the Trustee and the Trustee shall have
      a
      lien prior to the Securities on all money or property held or collected by
      the
      Trustee, other than money or property held in trust to pay principal and
      interest on particular Securities. Such lien shall survive the satisfaction
      and
      discharge of this Indenture or the resignation or removal of the
      Trustee.

    


    (c)    The
      obligations of the Company under this Section
      6.6
      shall
      survive the satisfaction and discharge of this Indenture and the earlier
      resignation or removal of the Trustee.

    


    (d)    In
      no
      event shall the Trustee be liable for any indirect, special, punitive or
      consequential loss or damage of any kind whatsoever, including, but not limited
      to, lost profits, even if the Trustee has been advised of the likelihood of
      such
      loss or damage and regardless of the form of action.

    


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

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

    


    
      	 	
              SECTION
                6.7.

            	
              Resignation
                and Removal; Appointment of
                Successor.

            


    

    


    (a)    No
      resignation or removal of the Trustee and no appointment of a successor Trustee
      pursuant to this Article
      VI
      shall
      become effective until the acceptance of appointment by the successor Trustee
      under Section
      6.8.

    


    (b)    The
      Trustee may resign at any time by giving written notice thereof to the
      Company.

    


    (c)    Unless
      an
      Event of Default shall have occurred and be continuing, the Trustee may be
      removed at any time by the Company by a Board Resolution. If an Event of Default
      shall have occurred and be continuing, the Trustee may be removed by Act of
      the
      Holders of a majority in aggregate principal amount of the Outstanding
      Securities, delivered to the Trustee and to the Company.

    


    (d)    If
      the
      Trustee shall resign, be removed or become incapable of acting, or if a vacancy
      shall occur in the office of Trustee for any reason, at a time when no Event
      of
      Default shall have occurred and be continuing, the Company, by a Board
      Resolution, shall promptly appoint a successor Trustee, and such successor
      Trustee and the retiring Trustee shall comply with the applicable requirements
      of Section
      6.8.
      If the
      Trustee shall resign, be removed or become incapable of acting, or if a vacancy
      shall occur in the office of Trustee for any reason, at a time when an Event
      of
      Default shall have occurred and be continuing, the Holders, by Act of the
      Holders of a majority in aggregate principal amount of the Outstanding
      Securities, shall promptly appoint a successor Trustee, and such successor
      Trustee and the retiring Trustee shall comply with the applicable requirements
      of Section
      6.8.
      If no
      successor Trustee shall have been so appointed by the Company or the Holders
      and
      accepted appointment within sixty (60) days after the giving of a notice of
      resignation by the Trustee or the removal of the Trustee in the manner required
      by Section
      6.8,
      any
      Holder who has been a bona fide Holder of a Security for at least six months
      may, on behalf of such Holder and all others similarly situated, and any
      resigning Trustee may, at the expense of the Company, petition any court of
      competent jurisdiction for the appointment of a successor Trustee.

    


    (e)    The
      Company shall give notice to all Holders in the manner provided in Section
      1.6
      of each
      resignation and each removal of the Trustee and each appointment of a successor
      Trustee. Each notice shall include the name of the successor Trustee and the
      address of its Corporate Trust Office.

    


    
      	 	
              SECTION
                6.8.

            	
              Acceptance
                of Appointment by Successor.

            


    

    


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

    


    
      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

      

    

    


    (b)    Upon
      request of any such successor Trustee, the Company shall execute any and all
      instruments for more fully and certainly vesting in and confirming to such
      successor Trustee all rights, powers and trusts referred to in paragraph (a)
      of
      this Section
      6.8.

    


    (c)    No
      successor Trustee shall accept its appointment unless at the time of such
      acceptance such successor Trustee shall be qualified and eligible under this
      Article
      VI.

    


    
      	 	
              SECTION
                6.9.

            	
              Merger,
                Conversion, Consolidation or Succession to
                Business.

            


    

    


    Any
      Person into which the Trustee may be merged or converted or with which it may
      be
      consolidated, or any Person resulting from any merger, conversion or
      consolidation to which the Trustee shall be a party, or any Person succeeding
      to
      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 qualified and eligible under this Article
      VI.
      In case
      any Securities shall have been authenticated, but not delivered, by the Trustee
      then in office, any successor by merger, conversion or consolidation or as
      otherwise provided above in this Section
      6.9
      to such
      authenticating Trustee may adopt such authentication and deliver the Securities
      so authenticated, and in case any Securities shall not have been authenticated,
      any successor to the Trustee may authenticate such Securities either in the
      name
      of any predecessor Trustee or in the name of such successor Trustee, and in
      all
      cases the certificate of authentication shall have the full force which it
      is
      provided anywhere in the Securities or in this Indenture that the certificate
      of
      the Trustee shall have.

    


    
      	 	
              SECTION
                6.10.

            	
              Not
                Responsible for Recitals or Issuance of
                Securities.

            


    

    


    The
      recitals contained herein and in the Securities, except the Trustee’s
      certificates of authentication, shall be taken as the statements of the Company,
      and neither the Trustee nor any Authenticating Agent assumes any responsibility
      for their correctness. The Trustee makes no representations as to the validity
      or sufficiency of this Indenture or of the Securities. Neither the Trustee
      nor
      any Authenticating Agent shall be accountable for the use or application by
      the
      Company of the Securities or the proceeds thereof.

    


    
      	 	
              SECTION
                6.11.

            	
              Appointment
                of Authenticating Agent.

            


    

    


    (a)    The
      Trustee may appoint an Authenticating Agent or Agents with respect to the
      Securities, which shall be authorized to act on behalf of the Trustee to
      authenticate Securities issued upon original issue and upon exchange,
      registration of transfer or partial redemption thereof or pursuant to
Section
      3.6,
      and
      Securities so authenticated shall be entitled to the benefits of this Indenture
      and shall be valid and obligatory for all purposes as if authenticated by the
      Trustee hereunder. Wherever reference is made in this Indenture to the
      authentication and delivery of Securities by the Trustee or the Trustee’s
      certificate of authentication, such reference shall be deemed to include
      authentication and delivery on behalf of the Trustee by an Authenticating Agent.
      Each Authenticating Agent shall be acceptable to the Company and shall at all
      times be a corporation organized and doing business under the laws of the United
      States of America, or of any State or Territory thereof or the District of
      Columbia, authorized under such laws to act as Authenticating Agent, having
      a
      combined capital and surplus of not less than $50,000,000 and subject to
      supervision or examination by Federal or state authority. If such Authenticating
      Agent publishes reports of condition at least annually pursuant to law or to
      the
      requirements of said supervising or examining authority, then for the purposes
      of this Section
      6.11
      the
      combined capital and surplus of such Authenticating Agent shall be deemed to
      be
      its combined capital and surplus as set forth in its most recent report of
      condition so published. If at any time an Authenticating Agent shall cease
      to be
      eligible in accordance with the provisions of this Section
      6.11,
      such
      Authenticating Agent shall resign immediately in the manner and with the effect
      specified in this Section
      6.11.

    


    
      
        
          
          

        

        
          48

          
            

          

        

        
          
          

        

      

    

    


    (b)    Any
      Person into which an Authenticating Agent may be merged or converted or with
      which it may be consolidated, or any Person resulting from any merger,
      conversion or consolidation to which such Authenticating Agent shall be a party,
      or any Person succeeding to all or substantially all of the corporate trust
      business of an Authenticating Agent shall be the successor Authenticating Agent
      hereunder, provided such Person shall be otherwise eligible under this
Section
      6.11,
      without
      the execution or filing of any paper or any further act on the part of the
      Trustee or the Authenticating Agent.

    


    (c)    An
      Authenticating Agent may resign at any time by giving written notice thereof
      to
      the Trustee and to the Company. The Trustee may at any time terminate the agency
      of an Authenticating Agent by giving written notice thereof to such
      Authenticating Agent and to the Company. Upon receiving such a notice of
      resignation or upon such a termination, or in case at any time such
      Authenticating Agent shall cease to be eligible in accordance with the
      provisions of this Section
      6.11,
      the
      Trustee may appoint a successor Authenticating Agent eligible under the
      provisions of this Section
      6.11,
      which
      shall be acceptable to the Company, and shall give notice of such appointment
      to
      all Holders. Any successor Authenticating Agent upon acceptance of its
      appointment hereunder shall become vested with all the rights, powers and duties
      of its predecessor hereunder, with like effect as if originally named as an
      Authenticating Agent.

    


    (d)    The
      Company agrees to pay to each Authenticating Agent from time to time reasonable
      compensation for its services under this Section
      6.11
      in such
      amounts as the Company and the Authenticating Agent shall agree from time to
      time.

    


    (e)    If
      an
      appointment of an Authenticating Agent is made pursuant to this Section
      6.11,
      the
      Securities may have endorsed thereon, in addition to the Trustee’s certificate
      of authentication, an alternative certificate of authentication in the following
      form:

    


    This
      represents Securities designated therein and referred to in the within mentioned
      Indenture.

    


    Dated:

    


    
      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      

    

    


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

            
	 	 
	 	 
	 	 	
              Authenticating
                Agent

            
	 	 	 
	 	 	 
	 	
              By:
                

            	 
	 	 	
              Authorized
                Officer

            


    

     

     

    ARTICLE
      VII

     

    Holder’s
      Lists and Reports by Trustee and Company

    


    
      	 	
              SECTION
                7.1.

            	
              Company
                to Furnish Trustee Names and Addresses of
                Holders.

            


    

    


    The
      Company will furnish or cause to be furnished to the Trustee:

    


    (a)    semi-annually,
      on or before June 30 and December 31 of each year, a list, in such form as
      the
      Trustee may reasonably require, of the names and addresses of the Holders as
      of
      a date not more than fifteen (15) days prior to the delivery thereof,
      and

    


    (b)    at
      such
      other times as the Trustee may request in writing, within thirty (30) days
      after
      the receipt by the Company of any such request, a list of similar form and
      content as of a date not more than fifteen (15) days prior to the time such
      list
      is furnished, in each case to the extent such information is in the possession
      or control of the Company and has not otherwise been received by the Trustee
      in
      its capacity as Securities Registrar.

    


    
      	 	
              SECTION
                7.2.

            	
              Preservation
                of Information, Communications to
                Holders.

            


    

    


    (a)    The
      Trustee shall preserve, in as current a form as is reasonably practicable,
      the
      names and addresses of Holders contained in the most recent list furnished
      to
      the Trustee as provided in Section
      7.1
      and the
      names and addresses of Holders received by the Trustee in its capacity as
      Securities Registrar. The Trustee may destroy any list furnished to it as
      provided in Section
      7.1
      upon
      receipt of a new list so furnished.

    


    (b)    The
      rights of Holders to communicate with other Holders with respect to their rights
      under this Indenture or under the Securities, and the corresponding rights
      and
      privileges of the Trustee, shall be as provided in the Trust Indenture
      Act.

    


    (c)    Every
      Holder of Securities, by receiving and holding the same, agrees with the Company
      and the Trustee that neither the Company nor the Trustee nor any agent of either
      of them shall be held accountable by reason of the disclosure of information
      as
      to the names and addresses of the Holders made pursuant to the Trust Indenture
      Act.

     

    
      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              SECTION
                7.3.

            	
              Reports
                by Company and Trustee.

            


    

    


    (a)    The
      Company shall furnish to the Holders and to prospective purchasers of
      Securities, upon their request, the information required to be furnished
      pursuant to Rule 144A(d)(4) under the Securities Act. The Company shall furnish
      to the Trustee and, so long as the Property Trustee holds any of the Securities,
      the Company shall furnish to the Property Trustee, reports on Form FR Y-9C,
      FR
      Y-9LP and FR Y-6 promptly following their filing with the Federal
      Reserve.

    


    (b)    The
      Company shall furnish to (i) the Holders and to subsequent holders of
      Securities, (ii) the Purchaser, (iii) any beneficial owner of the Securities
      reasonably identified to the Company (which identification may be made either
      by
      such beneficial owner or by the Placement Agent or the Purchaser) and (iv)
      any
      designee of (i), (ii) or (iii) above, a duly completed and executed certificate
      in the form attached hereto as Exhibit A, including the financial statements
      referenced in such Exhibit, which certificate and financial statements shall
      be
      so furnished by the Company not later than forty five (45) days after the end
      of
      each of the first three fiscal quarters of each fiscal year of the Company
      and
      not later than ninety (90) days after the end of each fiscal year of the
      Company.

    


    (c)    The
      Trustee shall receive all reports, certificates and information, which it is
      entitled to receive under each of the Operative Documents (as defined in the
      Trust Agreement), and deliver to (i) the Purchaser, (ii) the Placement Agent
      and
      (iii) a designee of (i) or (ii) above, as identified in writing to the Trustee,
      all such reports, certificates or information promptly upon receipt
      thereof.

    


    ARTICLE
      VIII

     

    Consolidation,
      Merger, Conveyance, Transfer or Lease

    


    
      	 	
              SECTION
                8.1.

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

            


    

    


    The
      Company shall not consolidate with or merge into any other Person or convey,
      transfer or lease its properties and assets substantially as an entirety to
      any
      Person, and no Person shall consolidate with or merge into the Company or
      convey, transfer or lease its properties and assets substantially as an entirety
      to the Company, unless:

    


    (a)    if
      the
      Company shall consolidate with or merge into another Person or convey, transfer
      or lease its properties and assets substantially as an entirety to any Person,
      the entity formed by such consolidation or into which the Company is merged
      or
      the Person that acquires by conveyance or transfer, or that leases, the
      properties and assets of the Company substantially as an entirety shall be
      an
      entity organized and existing under the laws of the United States of America
      or
      any State or Territory thereof or the District of Columbia and shall expressly
      assume, by an indenture supplemental hereto, executed and delivered to the
      Trustee, in form reasonably satisfactory to the Trustee, the due and punctual
      payment of the principal of and any premium and interest (including any
      Additional Interest) on all the Securities and the performance of every covenant
      of this Indenture on the part of the Company to be performed or
      observed;

    


    
      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      

    

    


    (b)    immediately
      after giving effect to such transaction, no Event of Default, and no event
      that,
      after notice or lapse of time, or both, would constitute an Event of Default,
      shall have happened and be continuing; and

    


    (c)    the
      Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
      Counsel, each stating that such consolidation, merger, conveyance, transfer
      or
      lease and, if a supplemental indenture is required in connection with such
      transaction, any such supplemental indenture comply with this Article
      VIII
      and that
      all conditions precedent herein provided for relating to such transaction have
      been complied with; and the Trustee may rely upon such Officers’ Certificate and
      Opinion of Counsel as conclusive evidence that such transaction complies with
      this Section
      8.1.

    


    
      	 	
              SECTION
                8.2.

            	
              Successor
                Company Substituted.

            


    

    


    (a)    Upon
      any
      consolidation or merger by the Company with or into any other Person, or any
      conveyance, transfer or lease by the Company of its properties and assets
      substantially as an entirety to any Person in accordance with Section
      8.1
      and the
      execution and delivery to the Trustee of the supplemental indenture described
      in
Section
      8.1(a),
      the
      successor entity formed by such consolidation or into which the Company is
      merged or to which such conveyance, transfer or lease is made shall succeed
      to,
      and be substituted for, and may exercise every right and power of, the Company
      under this Indenture with the same effect as if such successor Person had been
      named as the Company herein; and in the event of any such conveyance or
      transfer, following the execution and delivery of such supplemental indenture,
      the Company shall be discharged from all obligations and covenants under the
      Indenture and the Securities.

    


    (b)    Such
      successor Person may cause to be executed, and may issue either in its own
      name
      or in the name of the Company, any or all of the Securities issuable hereunder
      that theretofore shall not have been signed by the Company and delivered to
      the
      Trustee; and, upon the order of such successor Person instead of the Company
      and
      subject to all the terms, conditions and limitations in this Indenture
      prescribed, the Trustee shall authenticate and shall deliver any Securities
      that
      previously shall have been signed and delivered by the officers of the Company
      to the Trustee for authentication, and any Securities that such successor Person
      thereafter shall cause to be executed and delivered to the Trustee on its
      behalf. All the Securities so issued shall in all respects have the same legal
      rank and benefit under this Indenture as the Securities theretofore or
      thereafter issued in accordance with the terms of this Indenture.

    


    (c)    In
      case
      of any such consolidation, merger, sale, conveyance or lease, such changes
      in
      phraseology and form may be made in the Securities thereafter to be issued
      as
      may be appropriate to reflect such occurrence.

    


    ARTICLE
      IX

     

    Supplemental
      Indentures

    


    
      	 	
              SECTION
                9.1.

            	
              Supplemental
                Indentures without Consent of
                Holders.

            


    

    


    Without
      the consent of any Holders, the Company, when authorized by a Board Resolution,
      and the Trustee, at any time and from time to time, may enter into one or more
      indentures supplemental hereto, in form reasonably satisfactory to the Trustee,
      for any of the following purposes:

    


    
      
        
          
          

        

        
          52

          
            

          

        

        
          
          

        

      

    

    


    (a)    to
      evidence the succession of another Person to the Company, and the assumption
      by
      any such successor of the covenants of the Company herein and in the Securities;
      or

    


    (b)    to
      cure
      any ambiguity, to correct or supplement any provision herein that may be
      defective or inconsistent with any other provision herein, or to make or amend
      any other provisions with respect to matters or questions arising under this
      Indenture, which shall not be inconsistent with the other provisions of this
      Indenture, provided,
      that
      such action pursuant to this clause (b) shall not adversely affect in any
      material respect the interests of any Holders or the holders of the Preferred
      Securities; or

    


    (c)    to
      add to
      the covenants, restrictions or obligations of the Company or to add to the
      Events of Default, provided,
      that
      such action pursuant to this clause (c) shall not adversely affect in any
      material respect the interests of any Holders or the holders of the Preferred
      Securities; or

    


    (d)    to
      modify, eliminate or add to any provisions of the Indenture or the Securities
      to
      such extent as shall be necessary to ensure that the Securities are treated
      as
      indebtedness of the Company for United States Federal income tax purposes,
      provided,
      that
      such action pursuant to this clause (d) shall not adversely affect in any
      material respect the interests of any Holders or the holders of the Preferred
      Securities.

    


    
      	 	
              SECTION
                9.2.

            	
              Supplemental
                Indentures with Consent of
                Holders.

            


    

    


    (a)    With
      the
      consent of the Holders of not less than a majority in aggregate principal amount
      of the Outstanding Securities, by Act of said Holders delivered to the Company
      and the Trustee, the Company, when authorized by a Board Resolution, and the
      Trustee may enter into an indenture or indentures supplemental hereto for the
      purpose of adding any provisions to or changing in any manner or eliminating
      any
      of the provisions of this Indenture or of modifying in any manner the rights
      of
      the Holders of Securities under this Indenture; provided,
      that no
      such supplemental indenture shall, without the consent of the Holder of each
      Outstanding Security,

    


    (i)    change
      the Stated Maturity of the principal or any premium of any Security or change
      the date of payment of any installment of interest (including any Additional
      Interest) on any Security, or reduce the principal amount thereof or the rate
      of
      interest thereon or any premium payable upon the redemption thereof or change
      the place of payment where, or the coin or currency in which, any Security
      or
      interest thereon is payable, or restrict or impair the right to institute suit
      for the enforcement of any such payment on or after such date, or

    


    (ii)    reduce
      the percentage in aggregate principal amount of the Outstanding Securities,
      the
      consent of whose Holders is required for any such supplemental indenture, or
      the
      consent of whose Holders is required for any waiver of compliance with any
      provision of this Indenture or of defaults hereunder and their consequences
      provided for in this Indenture, or

    


    
      
        
          
          

        

        
          53

          
            

          

        

        
          
          

        

      

    

    


    (iii)    modify
      any of the provisions of this Section
      9.2,
      Section
      5.13
      or
Section
      10.7,
      except
      to increase any percentage in aggregate principal amount of the Outstanding
      Securities, the consent of whose Holders is required for any reason, or to
      provide that certain other provisions of this Indenture cannot be modified
      or
      waived without the consent of the Holder of each Security;

    


    provided,
      further,
      that, so
      long as any Preferred Securities remain outstanding, no amendment under this
      Section
      9.2
      shall be
      effective until the holders of a majority in Liquidation Amount of the Trust
      Securities shall have consented to such amendment; provided,
      further,
      that if
      the consent of the Holder of each Outstanding Security is required for any
      amendment under this Indenture, such amendment shall not be effective until
      the
      holder of each Outstanding Trust Security shall have consented to such
      amendment.

    


    (b)    It
      shall
      not be necessary for any Act of Holders under this Section
      9.2
      to
      approve the particular form of any proposed supplemental indenture, but it
      shall
      be sufficient if such Act shall approve the substance thereof.

    


    
      	 	
              SECTION
                9.3.

            	
              Execution
                of Supplemental Indentures.

            


    

    


    In
      executing or accepting the additional trusts created by any supplemental
      indenture permitted by this Article
      IX
      or the
      modifications thereby of the trusts created by this Indenture, the Trustee
      shall
      be entitled to receive, and shall be fully protected in conclusively relying
      upon, an Officers’ Certificate and an Opinion of Counsel stating that the
      execution of such supplemental indenture is authorized or permitted by this
      Indenture, and that all conditions precedent herein provided for relating to
      such action have been complied with. The Trustee may, but shall not be obligated
      to, enter into any such supplemental indenture that affects the Trustee’s own
      rights, duties, indemnities or immunities under this Indenture or otherwise.
      Copies of the final form of each supplemental indenture shall be delivered
      by
      the Trustee at the expense of the Company to each Holder, and, if the Trustee
      is
      the Property Trustee, to each holder of Preferred Securities, promptly after
      the
      execution thereof.

    


    
      	 	
              SECTION
                9.4.

            	
              Effect
                of Supplemental Indentures.

            


    

    


    Upon
      the
      execution of any supplemental indenture under this Article
      IX,
      this
      Indenture shall be modified in accordance therewith, and such supplemental
      indenture shall form a part of this Indenture for all purposes; and every Holder
      of Securities theretofore or thereafter authenticated and delivered hereunder
      shall be bound thereby.

    


    
      	 	
              SECTION
                9.5.

            	
              Reference
                in Securities to Supplemental
                Indentures.

            


    

    


    Securities
      authenticated and delivered after the execution of any supplemental indenture
      pursuant to this Article
      IX
      may, and
      shall if required by the Company, bear a notation in form approved by the
      Company as to any matter provided for in such supplemental indenture. If the
      Company shall so determine, new Securities so modified as to conform, in the
      opinion of the Company, to any such supplemental indenture may be prepared
      and
      executed by the Company and authenticated and delivered by the Trustee in
      exchange for Outstanding Securities.

    


    
      
        
          
          

        

        
          54

          
            

          

        

        
          
          

        

      

    

    


    ARTICLE
      X

     

    Covenants

    


    
      	 	
              SECTION
                10.1.

            	
              Payment
                of Principal, Premium and
                Interest.

            


    

    


    The
      Company covenants and agrees for the benefit of the Holders of the Securities
      that it will duly and punctually pay the principal of and any premium and
      interest (including any Additional Interest) on the Securities in accordance
      with the terms of the Securities and this Indenture.

    


    
      	 	
              SECTION
                10.2.

            	
              Money
                for Security Payments to be Held in
                Trust.

            


    

    


    (a)    If
      the
      Company shall at any time act as its own Paying Agent with respect to the
      Securities, it will, on or before each due date of the principal of and any
      premium or interest (including any Additional Interest) on the Securities,
      segregate and hold in trust for the benefit of the Persons entitled thereto
      a
      sum sufficient to pay the principal and any premium or interest (including
      Additional Interest) so becoming due until such sums shall be paid to such
      Persons or otherwise disposed of as herein provided, and will promptly notify
      the Trustee in writing of its failure so to act.

    


    (b)    Whenever
      the Company shall have one or more Paying Agents, it will, prior to 10:00 a.m.,
      New York City time, on each due date of the principal of or any premium or
      interest (including any Additional Interest) on any Securities, deposit with
      a
      Paying Agent a sum sufficient to pay such amount, such sum to be held as
      provided in the Trust Indenture Act and (unless such Paying Agent is the
      Trustee) the Company will promptly notify the Trustee of its failure so to
      act.

    


    (c)    The
      Company will cause each Paying Agent for the Securities other than the Trustee
      to execute and deliver to the Trustee an instrument in which such Paying Agent
      shall agree with the Trustee, subject to the provisions of this Section
      10.2,
      that
      such Paying Agent will (i) comply with the provisions of this Indenture and
      the
      Trust Indenture Act applicable to it as a Paying Agent and (ii) during the
      continuance of any default by the Company (or any other obligor upon the
      Securities) in the making of any payment in respect of the Securities, upon
      the
      written request of the Trustee, forthwith pay to the Trustee all sums held
      in
      trust by such Paying Agent for payment in respect of the
      Securities.

    


    (d)    The
      Company may at any time, for the purpose of obtaining the satisfaction and
      discharge of this Indenture or for any other purpose, pay, or by Company Order
      direct any Paying Agent to pay, to the Trustee all sums held in trust by the
      Company or such Paying Agent, such sums to be held by the Trustee upon the
      same
      terms as those upon which such sums were held by the Company or such Paying
      Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
      Agent shall be released from all further liability with respect to such
      money.

    


    (e)    Any
      money
      deposited with the Trustee or any Paying Agent, or then held by the Company
      in
      trust for the payment of the principal of and any premium or interest (including
      any Additional Interest) on any Security and remaining unclaimed for two years
      after such principal and any premium or interest has become due and payable
      shall (unless otherwise required by mandatory provision of applicable escheat
      or
      abandoned or unclaimed property law) be paid on Company Request to the Company,
      or (if then held by the Company) shall (unless otherwise required by mandatory
      provision of applicable escheat or abandoned or unclaimed property law) be
      discharged from such trust; and the Holder of such Security shall thereafter,
      as
      an unsecured general creditor, look only to the Company for payment thereof,
      and
      all liability of the Trustee or such Paying Agent with respect to such trust
      money, and all liability of the Company as trustee thereof, shall thereupon
      cease; provided,
      that
      the Trustee or such Paying Agent, before being required to make any such
      repayment, may at the expense of the Company cause to be published once, in
      a
      newspaper published in the English language, customarily published on each
      Business Day and of general circulation in the Borough of Manhattan, The City
      of
      New York, notice that such money remains unclaimed and that, after a date
      specified therein, which shall not be less than thirty (30) days from the date
      of such publication, any unclaimed balance of such money then remaining will
      be
      repaid to the Company.

     

    
      
        
          
          

        

        
          55

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              SECTION
                10.3.

            	
              Statement
                as to Compliance.

            


    

    


    The
      Company shall deliver to the Trustee, within one hundred and twenty (120) days
      after the end of each fiscal year of the Company ending after the date hereof,
      an Officers’ Certificate
      (substantially in the form attached hereto as Exhibit B) covering the preceding
      fiscal year, stating whether or not to the knowledge of the signers thereof
      the
      Company is in default in the performance or observance of any of the terms,
      provisions and conditions of this Indenture (without regard to any period of
      grace or requirement of notice provided hereunder), and if the Company shall
      be
      in default, specifying all such defaults and the nature and status thereof
      of
      which they may have knowledge.

    


    
      	 	
              SECTION
                10.4.

            	
              Calculation
                Agent.

            


    

    


    (a)    The
      Company hereby agrees that for so long as any of the Securities remain
      Outstanding, there will at all times be an agent appointed to calculate LIBOR
      in
      respect of each Interest Payment Date in accordance with the terms of
Schedule
      A
      (the
“Calculation
      Agent”).
      The
      Company has initially appointed the Property Trustee as Calculation Agent for
      purposes of determining LIBOR for each Interest Payment Date. The Calculation
      Agent may be removed by the Company at any time. Except as described in the
      immediately preceding sentence, so long as the Property Trustee holds any of
      the
      Securities, the Calculation Agent shall be the Property Trustee. If the
      Calculation Agent is unable or unwilling to act as such or is removed by the
      Company, the Company will promptly appoint as a replacement Calculation Agent
      the London office of a leading bank which is engaged in transactions in
      Eurodollar deposits in the international Eurodollar market and which does not
      control or is not controlled by or under common control with the Company or
      its
      Affiliates. The Calculation Agent may not resign its duties without a successor
      having been duly appointed.

    


    (b)    The
      Calculation Agent shall be required to agree that, as soon as possible after
      11:00 a.m. (London time) on each LIBOR Determination Date (as defined in
Schedule
      A),
      but in
      no event later than 11:00 a.m. (London time) on the Business Day immediately
      following each LIBOR Determination Date, the Calculation Agent will calculate
      the interest rate (rounded to the nearest cent, with half a cent being rounded
      upwards) for the related Interest Payment Date, and will communicate such rate
      and amount to the Company, the Trustee, each Paying Agent and the Depositary.
      The Calculation Agent will also specify to the Company the quotations upon
      which
      the foregoing rates and amounts are based and, in any event, the Calculation
      Agent shall notify the Company before 5:00 p.m. (London time) on each LIBOR
      Determination Date that either: (i) it has determined or is in the process
      of
      determining the foregoing rates and amounts or (ii) it has not determined and
      is
      not in the process of determining the foregoing rates and amounts, together
      with
      its reasons therefor. The Calculation Agent’s determination of the foregoing
      rates and amounts for any Interest Payment Date will (in the absence of manifest
      error) be final and binding upon all parties. For the sole purpose of
      calculating the interest rate for the Securities, “Business Day” shall be
      defined as any day on which dealings in deposits in Dollars are transacted
      in
      the London interbank market.

     

    
      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              SECTION
                10.5.

            	
              Additional
                Tax Sums.

            


    

    


    So
      long
      as no Event of Default has occurred and is continuing, if (a) the Trust is
      the
      Holder of all of the Outstanding Securities and (b) a Tax Event described in
      clause (i) or (iii) in the definition of Tax Event in Section
      1.1
      hereof
      has occurred and is continuing, the Company shall pay to the Trust (and its
      permitted successors or assigns under the related Trust Agreement) for so long
      as the Trust (or its permitted successor or assignee) is the registered holder
      of the Outstanding Securities, such amounts as may be necessary in order that
      the amount of Distributions (including any Additional Interest Amount (as
      defined in the Trust Agreement)) then due and payable by the Trust on the
      Preferred Securities and Common Securities that at any time remain outstanding
      in accordance with the terms thereof shall not be reduced as a result of any
      Additional Taxes arising from such Tax Event (additional such amounts payable
      by
      the Company to the Trust, the “Additional
      Tax Sums”).
      Whenever in this Indenture or the Securities there is a reference in any context
      to the payment of principal of or interest on the Securities, such mention
      shall
      be deemed to include mention of the payments of the Additional Tax Sums provided
      for in this Section
      10.5
      to the
      extent that, in such context, Additional Tax Sums are, were or would be payable
      in respect thereof pursuant to the provisions of this Section
      10.5
      and
      express mention of the payment of Additional Tax Sums (if applicable) in any
      provisions hereof shall not be construed as excluding Additional Tax Sums in
      those provisions hereof where such express mention is not made; provided,
      that
      the deferral of the payment of interest pursuant to Section
      3.9
      on the
      Securities shall not defer the payment of any Additional Tax Sums that may
      be
      due and payable.

    


    
      	 	
              SECTION
                10.6.

            	
              Additional
                Covenants.

            


    

    


    (a)    The
      Company covenants and agrees with each Holder of Securities that if an Event
      of
      Default shall have occurred and be continuing or the Company shall have given
      notice of its election to begin an Extension Period with respect to the
      Securities and shall not have rescinded such notice, or such Extension Period,
      or any extension thereof, shall be continuing, it shall not (i) declare or
      pay
      any dividends or distributions on, or redeem, purchase, acquire or make a
      liquidation payment with respect to, any shares of the Company’s capital stock,
      or (ii) make any payment of principal of or any interest or premium 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 Securities (other than (A)
      repurchases, redemptions or other acquisitions of shares of capital stock of
      the
      Company in connection with any employment contract, benefit plan or other
      similar arrangement with or for the benefit of any one or more employees,
      officers, directors or consultants, in connection with a dividend reinvestment
      or stockholder stock purchase plan or 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 Event of Default or Extension Period, (B) as a result of
      an
      exchange or conversion of any class or series of the Company’s capital stock (or
      any capital stock of a Subsidiary of the Company) for any class or series of
      the
      Company’s capital stock or of any class or series of the Company’s indebtedness
      for any class or series of the Company’s capital stock, (C) the purchase of
      fractional interests in shares of the Company’s capital stock pursuant to the
      conversion or exchange provisions of such capital stock or the security being
      converted or exchanged, (D) any declaration of a dividend in connection with
      any
      Rights Plan, the issuance of rights, stock or other property under any 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).

    


    
      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

      

    

    


    (b)    The
      Company also covenants with each Holder of Securities (i) to hold, directly
      or
      indirectly, one hundred percent (100%) of the Common Securities of the Trust,
      provided,
      that
      any permitted successor of the Company hereunder may succeed to the Company’s
      ownership of such Common Securities, (ii) as holder of such Common Securities,
      not to voluntarily dissolve, wind-up or liquidate the Trust other than (A)
      in
      connection with a distribution of the Securities to the holders of the Preferred
      Securities in liquidation of the Trust or (B) in connection with certain
      mergers, consolidations or amalgamations permitted by the Trust Agreement and
      (iii) to use its reasonable commercial efforts, consistent with the terms and
      provisions of the Trust Agreement, to cause the Trust to continue to be taxable
      as a grantor trust and not as a corporation for United States Federal income
      tax
      purposes.

    


    
      	 	
              SECTION
                10.7.

            	
              Waiver
                of Covenants.

            


    

    


    The
      Company may omit in any particular instance to comply with any covenant or
      condition contained in Section
      10.6
      if,
      before or after the time for such compliance, the Holders of at least a majority
      in aggregate principal amount of the Outstanding Securities shall, by Act of
      such Holders, and at least a majority of the aggregate Liquidation Amount of
      the
      Preferred Securities then outstanding, by consent of such holders, either waive
      such compliance in such instance or generally waive compliance with such
      covenant or condition, but no such waiver shall extend to or affect such
      covenant or condition except to the extent so expressly waived, and, until
      such
      waiver shall become effective, the obligations of the Company in respect of
      any
      such covenant or condition shall remain in full force and effect.

    


    
      	 	
              SECTION
                10.8.

            	
              Treatment
                of Securities.

            


    

    


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

    


    
      
        
          
          

        

        
          58

          
            

          

        

        
          
          

        

      

    

    


    ARTICLE
      XI

     

    Redemption
      of Securities

    


    
      	 	
              SECTION
                11.1.

            	
              Optional
                Redemption.

            


    

    


    The
      Company may, at its option, on any Interest Payment Date, on or after December
      30, 2010, redeem the Securities in whole at any time or in part from time to
      time, at a Redemption Price equal to one hundred percent (100%) of the principal
      amount thereof (or of the redeemed portion thereof, as applicable), together,
      in
      the case of any such redemption, with accrued interest, including any Additional
      Interest, to but excluding the date fixed for redemption; provided,
      that
      the Company shall have received the prior approval of the Federal Reserve with
      respect to such redemption if then required.

    


    
      	 	
              SECTION
                11.2.

            	
              Special
                Event Redemption.

            


    

    


    Upon
      the
      occurrence and during the continuation of a Special Event, the Company may,
      at
      its option, redeem the Securities, in whole but not in part, at a redemption
      price equal to one hundred (100%) percent of the principal amount thereof,
      together, in the case of any such redemption, with accrued interest, including
      any Additional Interest, to but excluding the date fixed for redemption (the
      “Special Event Redemption Price”); provided,
      that
      the Company shall have received the prior approval of the Federal Reserve with
      respect to such redemption if then required.

    


    
      	 	
              SECTION
                11.3.

            	
              Election
                to Redeem; Notice to Trustee.

            


    

    


    The
      election of the Company to redeem any Securities, in whole or in part, shall
      be
      evidenced by or pursuant to a Board Resolution. In case of any redemption at
      the
      election of the Company, the Company shall, not less than forty five (45) days
      and not more than seventy five (75) days prior to the Redemption Date (unless
      a
      shorter notice shall be satisfactory to the Trustee), notify the Trustee and
      the
      Property Trustee under the Trust Agreement in writing of such date and of the
      principal amount of the Securities to be redeemed and provide the additional
      information required to be included in the notice or notices contemplated by
      Section
      11.5.
      In the
      case of any redemption of Securities, in whole or in part, (a) prior to the
      expiration of any restriction on such redemption provided in this Indenture
      or
      the Securities or (b) pursuant to an election of the Company which is subject
      to
      a condition specified in this Indenture or the Securities, the Company shall
      furnish the Trustee with an Officers’ Certificate and an Opinion of Counsel
      evidencing compliance with such restriction or condition.

    


    
      	 	
              SECTION
                11.4.

            	
              Selection
                of Securities to be Redeemed.

            


    

    


    (a)    If
      less
      than all the Securities are to be redeemed, the particular Securities to be
      redeemed shall be selected and redeemed on a pro rata basis not more than sixty
      (60) days prior to the Redemption Date by the Trustee from the Outstanding
      Securities not previously called for redemption, provided,
      that
      the unredeemed portion of the principal amount of any Security shall be in
      an
      authorized denomination (which shall not be less than the minimum authorized
      denomination) for such Security.

    


    
      
        
          
          

        

        
          59

          
            

          

        

        
          
          

        

      

    

    


    (b)    The
      Trustee
      shall promptly notify the Company in writing of the Securities selected for
      redemption and, in the case of any Securities selected for partial redemption,
      the principal amount thereof to be redeemed. For all purposes of this Indenture,
      unless the context otherwise requires, all provisions relating to the redemption
      of Securities shall relate, in the case of any Security redeemed or to be
      redeemed only in part, to the portion of the principal amount of such Security
      that has been or is to be redeemed.

    


    (c)    The
      provisions of paragraphs (a) and (b) of this Section
      11.4
      shall
      not apply with respect to any redemption affecting only a single Security,
      whether such Security is to be redeemed in whole or in part. In the case of
      any
      such redemption in part, the unredeemed portion of the principal amount of
      the
      Security shall be in an authorized denomination (which shall not be less than
      the minimum authorized denomination) for such Security.

    


    
      	 	
              SECTION
                11.5.

            	
              Notice
                of Redemption.

            


    

    


    (a)    Notice
      of
      redemption shall be given not later than the thirtieth (30th) day, and not
      earlier than the sixtieth (60th) day, prior to the Redemption Date to each
      Holder of Securities to be redeemed, in whole or in part (unless a shorter
      notice shall be satisfactory to the Property Trustee under the related Trust
      Agreement).

    


    (b)    With
      respect to Securities to be redeemed, in whole or in part, each notice of
      redemption shall state:

    


    (i)    the
      Redemption Date;

    


    (ii)    the
      Redemption Price or, if the Redemption Price cannot be calculated prior to
      the
      time the notice is required to be sent, the estimate of the Redemption Price,
      as
      calculated by the Company, together with a statement that it is an estimate
      and
      that the actual Redemption Price will be calculated on the fifth Business Day
      prior to the Redemption Date (and if an estimate is provided, a further notice
      shall be sent of the actual Redemption Price on the date that such Redemption
      Price is calculated);

    


    (iii)    if
      less
      than all Outstanding Securities are to be redeemed, the identification (and,
      in
      the case of partial redemption, the respective principal amounts) of the
      particular Securities to be redeemed;

    


    (iv)    that
      on
      the Redemption Date, the Redemption Price will become due and payable upon
      each
      such Security or portion thereof, and that any interest (including any
      Additional Interest) on such Security or such portion, as the case may be,
      shall
      cease to accrue on and after said date; and

    


    (v)    the
      place
      or places where such Securities are to be surrendered for payment of the
      Redemption Price.

    


    
      
        
          
          

        

        
          60

          
            

          

        

        
          
          

        

      

    

    


    (c)    Notice
      of
      redemption of Securities to be redeemed, in whole or in part, at the election
      of
      the Company shall be given by the Company or, at the Company’s request, by the
      Trustee in the name and at the expense of the Company and shall be irrevocable.
      The notice if mailed in the manner provided above shall be conclusively presumed
      to have been duly given, whether or not the Holder receives such notice. In
      any
      case, a failure to give such notice by mail or any defect in the notice to
      the
      Holder of any Security designated for redemption as a whole or in part shall
      not
      affect the validity of the proceedings for the redemption of any other
      Security.

    


    
      	 	
              SECTION
                11.6.

            	
              Deposit
                of Redemption Price.

            


    

    


    Prior
      to
      10:00 a.m., New York City time, on the Redemption Date specified in the notice
      of redemption given as provided in Section
      11.5,
      the
      Company will deposit with the Trustee or with one or more Paying Agents (or
      if
      the Company is acting as its own Paying Agent, the Company will segregate and
      hold in trust as provided in Section
      10.2)
      an
      amount of money sufficient to pay the Redemption Price of, and any accrued
      interest (including any Additional Interest) on, all the Securities (or portions
      thereof) that are to be redeemed on that date.

    


    
      	 	
              SECTION
                11.7.

            	
              Payment
                of Securities Called for
                Redemption.

            


    

    


    (a)    If
      any
      notice of redemption has been given as provided in Section
      11.5,
      the
      Securities or portion of Securities with respect to which such notice has been
      given shall become due and payable on the date and at the place or places stated
      in such notice at the applicable Redemption Price, together with accrued
      interest (including any Additional Interest) to the Redemption Date. On
      presentation and surrender of such Securities at a Place of Payment specified
      in
      such notice, the Securities or the specified portions thereof shall be paid
      and
      redeemed by the Company at the applicable Redemption Price, together with
      accrued interest (including any Additional Interest) to the Redemption
      Date.

    


    (b)    Upon
      presentation of any Security redeemed in part only, the Company shall execute
      and upon receipt thereof the Trustee shall authenticate and deliver to the
      Holder thereof, at the expense of the Company, a new Security or Securities,
      of
      authorized denominations, in aggregate principal amount equal to the unredeemed
      portion of the Security so presented and having the same Original Issue Date,
      Stated Maturity and terms.

    


    (c)    If
      any
      Security called for redemption shall not be so paid upon surrender thereof
      for
      redemption, the principal of and any premium on such Security shall, until
      paid,
      bear interest from the Redemption Date at the rate prescribed therefor in the
      Security.

    


    ARTICLE
      XII

     

    Subordination
      of Securities

    


    
      	 	
              SECTION
                12.1.

            	
              Securities
                Subordinate to Senior Debt.

            


    

    


    The
      Company covenants and agrees, and each Holder of a Security, by its acceptance
      thereof, likewise covenants and agrees, that, to the extent and in the manner
      hereinafter set forth in this Article
      XII,
      the
      payment of the principal of and any premium and interest (including any
      Additional Interest) on each and all of the Securities are hereby expressly
      made
      subordinate and subject in right of payment to the prior payment in full of
      all
      Senior Debt.

     

    
      
        
          
          

        

        
          61

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              SECTION
                12.2.

            	
              No
                Payment When Senior Debt in Default; Payment Over of Proceeds Upon
                Dissolution, Etc.

            


    

    


    (a)    In
      the
      event and during the continuation of any default by the Company in the payment
      of any principal of or any premium or interest on any Senior Debt (following
      any
      grace period, if applicable) when the same becomes due and payable, whether
      at
      maturity or at a date fixed for prepayment or by declaration of acceleration
      or
      otherwise, then, upon written notice of such default to the Company by the
      holders of such Senior Debt or any trustee therefor, unless and until such
      default shall have been cured or waived or shall have ceased to exist, no direct
      or indirect payment (in cash, property, securities, by set-off or otherwise)
      shall be made or agreed to be made on account of the principal of or any premium
      or interest (including any Additional Interest) on any of the Securities, or
      in
      respect of any redemption, repayment, retirement, purchase or other acquisition
      of any of the Securities.

    


    (b)    In
      the
      event of a bankruptcy, insolvency or other proceeding described in clause (d)
      or
      (e) of the definition of Event of Default (each such event, if any, herein
      sometimes referred to as a “Proceeding”),
      all
      Senior Debt (including any interest thereon accruing after the commencement
      of
      any such proceedings) shall first be paid in full before any payment or
      distribution, whether in cash, securities or other property, shall be made
      to
      any Holder of any of the Securities on account thereof. Any payment or
      distribution, whether in cash, securities or other property (other than
      securities of the Company or any other entity provided for by a plan of
      reorganization or readjustment the payment of which is subordinate, at least
      to
      the extent provided in these subordination provisions with respect to the
      indebtedness evidenced by the Securities, to the payment of all Senior Debt
      at
      the time outstanding and to any securities issued in respect thereof under
      any
      such plan of reorganization or readjustment), which would otherwise (but for
      these subordination provisions) be payable or deliverable in respect of the
      Securities shall be paid or delivered directly to the holders of Senior Debt
      in
      accordance with the priorities then existing among such holders until all Senior
      Debt (including any interest thereon accruing after the commencement of any
      Proceeding) shall have been paid in full.

    


    (c)    In
      the
      event of any Proceeding, after payment in full of all sums owing with respect
      to
      Senior Debt, the Holders of the Securities, together with the holders of any
      obligations of the Company ranking on a parity with the Securities, shall be
      entitled to be paid from the remaining assets of the Company the amounts at
      the
      time due and owing on account of unpaid principal of and any premium and
      interest (including any Additional Interest) on the Securities and such other
      obligations before any payment or other distribution, whether in cash, property
      or otherwise, shall be made on account of any capital stock or any obligations
      of the Company ranking junior to the Securities and such other obligations.
      If,
      notwithstanding the foregoing, any payment or distribution of any character
      or
      any security, whether in cash, securities or other property (other than
      securities of the Company or any other entity provided for by a plan of
      reorganization or readjustment the payment of which is subordinate, at least
      to
      the extent provided in these subordination provisions with respect to the
      indebtedness evidenced by the Securities, to the payment of all Senior Debt
      at
      the time outstanding and to any securities issued in respect thereof under
      any
      such plan of reorganization or readjustment) shall be received by the Trustee
      or
      any Holder in contravention of any of the terms hereof and before all Senior
      Debt shall have been paid in full, such payment or distribution or security
      shall be received in trust for the benefit of, and shall be paid over or
      delivered and transferred to, the holders of the Senior Debt at the time
      outstanding in accordance with the priorities then existing among such holders
      for application to the payment of all Senior Debt remaining unpaid, to the
      extent necessary to pay all such Senior Debt (including any interest thereon
      accruing after the commencement of any Proceeding) in full. In the event of
      the
      failure of the Trustee or any Holder to endorse or assign any such payment,
      distribution or security, each holder of Senior Debt is hereby irrevocably
      authorized to endorse or assign the same.

    


    
      
        
          
          

        

        
          62

          
            

          

        

        
          
          

        

      

    

    


    (d)    The
      Trustee and the Holders, at the expense of the Company, shall take such
      reasonable action (including the delivery of this Indenture to an agent for
      any
      holders of Senior Debt or consent to the filing of a financing statement with
      respect hereto) as may, in the opinion of counsel designated by the holders
      of a
      majority in principal amount of the Senior Debt at the time outstanding, be
      necessary or appropriate to assure the effectiveness of the subordination
      effected by these provisions.

    


    (e)    The
      provisions of this Section
      12.2
      shall
      not impair any rights, interests, remedies or powers of any secured creditor
      of
      the Company in respect of any security interest the creation of which is not
      prohibited by the provisions of this Indenture.

    


    (f)    The
      securing of any obligations of the Company, otherwise ranking on a parity with
      the Securities or ranking junior to the Securities, shall not be deemed to
      prevent such obligations from constituting, respectively, obligations ranking
      on
      a parity with the Securities or ranking junior to the Securities.

    


    
      	 	
              SECTION
                12.3.

            	
              Payment
                Permitted If No Default.

            


    

    


    Nothing
      contained in this Article
      XII
      or
      elsewhere in this Indenture or in any of the Securities shall prevent (a) the
      Company, at any time, except during the pendency of the conditions described
      in
      paragraph (a) of Section
      12.2
      or of
      any Proceeding referred to in Section 12.2,
      from
      making payments at any time of principal of and any premium or interest
      (including any Additional Interest) on the Securities or (b) the application
      by
      the Trustee of any moneys deposited with it hereunder to the payment of or
      on
      account of the principal of and any premium or interest (including any
      Additional Interest) on the Securities or the retention of such payment by
      the
      Holders, if, at the time of such application by the Trustee, it did not have
      knowledge (in accordance with Section
      12.8)
      that
      such payment would have been prohibited by the provisions of this Article
      XII,
      except
      as provided in Section
      12.8.

    


    
      	 	
              SECTION
                12.4.

            	
              Subrogation
                to Rights of Holders of Senior
                Debt.

            


    

    


    Subject
      to the payment in full of all amounts due or to become due on all Senior Debt,
      or the provision for such payment in cash or cash equivalents or otherwise
      in a
      manner satisfactory to the holders of Senior Debt, the Holders of the Securities
      shall be subrogated to the extent of the payments or distributions made to
      the
      holders of such Senior Debt pursuant to the provisions of this Article
      XII
      (equally
      and ratably with the holders of all indebtedness of the Company that by its
      express terms is subordinated to Senior Debt of the Company to substantially
      the
      same extent as the Securities are subordinated to the Senior Debt and is
      entitled to like rights of subrogation by reason of any payments or
      distributions made to holders of such Senior Debt) to the rights of the holders
      of such Senior Debt to receive payments and distributions of cash, property
      and
      securities applicable to the Senior Debt until the principal of and any premium
      and interest (including any Additional Interest) on the Securities shall be
      paid
      in full. For purposes of such subrogation, no payments or distributions to
      the
      holders of the Senior Debt of any cash, property or securities to which the
      Holders of the Securities or the Trustee would be entitled except for the
      provisions of this Article
      XII,
      and no
      payments made pursuant to the provisions of this Article
      XII
      to the
      holders of Senior Debt by Holders of the Securities or the Trustee, shall,
      as
      among the Company, its creditors other than holders of Senior Debt, and the
      Holders of the Securities, be deemed to be a payment or distribution by the
      Company to or on account of the Senior Debt.

    
      
        
          
          

        

        
          63

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              SECTION
                12.5.

            	
              Provisions
                Solely to Define Relative
                Rights.

            


    

     

    The
      provisions of this Article
      XII
      are and
      are intended solely for the purpose of defining the relative rights of the
      Holders of the Securities on the one hand and the holders of Senior Debt on
      the
      other hand. Nothing contained in this Article
      XII
      or
      elsewhere in this Indenture or in the Securities is intended to or shall (a)
      impair, as between the Company and the Holders of the Securities, the
      obligations of the Company, which are absolute and unconditional, to pay to
      the
      Holders of the Securities the principal of and any premium and interest
      (including any Additional Interest) on the Securities as and when the same
      shall
      become due and payable in accordance with their terms, (b) affect the relative
      rights against the Company of the Holders of the Securities and creditors of
      the
      Company other than their rights in relation to the holders of Senior Debt or
      (c)
      prevent the Trustee or the Holder of any Security (or to the extent expressly
      provided herein, the holder of any Preferred Security) from exercising all
      remedies otherwise permitted by applicable law upon default under this
      Indenture, including filing and voting claims in any Proceeding, subject to
      the
      rights, if any, under this Article
      XII
      of the
      holders of Senior Debt to receive cash, property and securities otherwise
      payable or deliverable to the Trustee or such Holder.

    


    
      	 	
              SECTION
                12.6.

            	
              Trustee
                to Effectuate Subordination.

            


    

    


    Each
      Holder of a Security by his or her acceptance thereof authorizes and directs
      the
      Trustee on his or her behalf to take such action as may be necessary or
      appropriate to acknowledge or effectuate the subordination provided in this
      Article
      XII
      and
      appoints the Trustee his or her attorney-in-fact for any and all such
      purposes.

    


    
      	 	
              SECTION
                12.7.

            	
              No
                Waiver of Subordination
                Provisions.

            


    

    


    (a)    No
      right
      of any present or future holder of any Senior Debt 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 be otherwise charged
      with.

    


    
      
        
          
          

        

        
          64

          
            

          

        

        
          
          

        

      

    

    


    (b)    Without
      in any way limiting the generality of paragraph (a) of this Section
      12.7,
      the
      holders of Senior Debt may, at any time and from to time, without the consent
      of
      or notice to the Trustee or the Holders of the Securities, without incurring
      responsibility to such Holders of the Securities and without impairing or
      releasing the subordination provided in this Article
      XII
      or the
      obligations hereunder of such Holders of the Securities to the holders of Senior
      Debt, do any one or more of the following: (i) change the manner, place or
      terms
      of payment or extend the time of payment of, or renew or alter, Senior Debt,
      or
      otherwise amend or supplement in any manner Senior Debt or any instrument
      evidencing the same or any agreement under which Senior Debt is outstanding,
      (ii) sell, exchange, release or otherwise deal with any property pledged,
      mortgaged or otherwise securing Senior Debt, (iii) release any Person liable
      in
      any manner for the payment of Senior Debt and (iv) exercise or refrain from
      exercising any rights against the Company and any other Person.

    


    
      	 	
              SECTION
                12.8.

            	
              Notice
                to Trustee.

            


    

    


    (a)    The
      Company shall give prompt written notice to a Responsible Officer of the Trustee
      of any fact known to the Company that would prohibit the making of any payment
      to or by the Trustee in respect of the Securities. Notwithstanding the
      provisions of this Article
      XII
      or any
      other provision of this Indenture, the Trustee shall not be charged with
      knowledge of the existence of any facts that would prohibit the making of any
      payment to or by the Trustee in respect of the Securities, unless and until
      a
      Responsible Officer of the Trustee shall have received written notice thereof
      from the Company or a holder of Senior Debt or from any trustee, agent or
      representative therefor; provided,
      that if
      the Trustee shall not have received the notice provided for in this Section
      12.8
      at least
      two Business Days prior to the date upon which by the terms hereof any monies
      may become payable for any purpose (including, the payment of the principal
      of
      and any premium on or interest (including any Additional Interest) on any
      Security), then, anything herein contained to the contrary notwithstanding,
      the
      Trustee shall have full power and authority to receive such monies and to apply
      the same to the purpose for which they were received and shall not be affected
      by any notice to the contrary that may be received by it within two Business
      Days prior to such date.

    


    (b)    The
      Trustee shall be entitled to rely on the delivery to it of a written notice
      by a
      Person representing himself or herself to be a holder of Senior Debt (or a
      trustee, agent, representative or attorney-in-fact therefor) to establish that
      such notice has been given by a holder of Senior Debt (or a trustee, agent,
      representative or attorney-in-fact therefor). 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 Senior Debt to participate in any payment
      or
      distribution pursuant to this Article
      XII,
      the
      Trustee may request such Person to furnish evidence to the reasonable
      satisfaction of the Trustee as to the amount of Senior Debt 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
      XII,
      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.

     

    
      
        
          
          

        

        
          65

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              SECTION
                12.9.

            	
              Reliance
                on Judicial Order or Certificate of Liquidating
                Agent.

            


    

    


    Upon
      any
      payment or distribution of assets of the Company referred to in this
Article
      XII,
      the
      Trustee and the Holders of the Securities shall be entitled to conclusively
      rely
      upon any order or decree entered by any court of competent jurisdiction in
      which
      such Proceeding is pending, or a certificate of the trustee in bankruptcy,
      receiver, liquidating trustee, custodian, assignee for the benefit of creditors,
      agent or other Person making such payment or distribution, delivered to the
      Trustee or to the Holders of Securities, for the purpose of ascertaining the
      Persons entitled to participate in such payment or distribution, the holders
      of
      the Senior Debt 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
      XII.

    


    
      	 	
              SECTION
                12.10.

            	
              Trustee
                Not Fiduciary for Holders of Senior
                Debt.

            


    

    


    The
      Trustee, in its capacity as trustee under this Indenture, shall not owe or
      be
      deemed to owe any fiduciary duty to the holders of Senior Debt and shall not
      be
      liable to any such holders if it shall in good faith mistakenly pay over or
      distribute to Holders of Securities or to the Company or to any other Person
      cash, property or securities to which any holders of Senior Debt shall be
      entitled by virtue of this Article
      XII
      or
      otherwise.

    


    
      	 	
              SECTION
                12.11.

            	
              Rights
                of Trustee as Holder of Senior Debt; Preservation of Trustee’s
                Rights.

            


    

    


    The
      Trustee in its individual capacity shall be entitled to all the rights set
      forth
      in this Article
      XII
      with
      respect to any Senior Debt that may at any time be held by it, to the same
      extent as any other holder of Senior Debt, and nothing in this Indenture shall
      deprive the Trustee of any of its rights as such holder. With respect to the
      holders of Senior Debt of the Company, the Trustee undertakes to perform only
      such of its obligations as are specifically set forth in this Article XII,
      and
      no implied covenants or obligations with respect to the holders of such Senior
      Debt shall be read into this Indenture against the Trustee. Nothing in this
      Article XII shall apply to claims of, or payments to, the Trustee under or
      pursuant to Section 6.6.

    


    
      	 	
              SECTION
                12.12.

            	
              Article
                Applicable to Paying Agents.

            


    

    


    If
      at any
      time any Paying Agent other than the Trustee shall have been appointed by the
      Company and be then acting hereunder, the term “Trustee”
as
      used
      in this Article
      XII
      shall in
      such case (unless the context otherwise requires) be construed as extending
      to
      and including such Paying Agent within its meaning as fully for all intents
      and
      purposes as if such Paying Agent were named in this Article
      XII
      in
      addition to or in place of the Trustee; provided,
      that
Sections 12.8
      and
12.11
      shall
      not apply to the Company or any Affiliate of the Company if the Company or
      such
      Affiliate acts as Paying Agent.

    


    This
      instrument may be executed in any number of counterparts, each of which so
      executed shall be deemed to be an original, but all such counterparts shall
      together constitute but one and the same instrument.

    


    *
      * *
      *

    


    
      
        
          
          

        

        
          66

          
            

          

        

        
          
          

        

      

    

    


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

    


    
      	 	
              FLAG
                FINANCIAL CORPORATION

            
	 	 
	 	 
	 	
              By:
                

            	/s/
              Joseph W. Evans
	 	 	
              Name: 
                Joseph W. Evans

            
	 	 	
              Title:   
                Chairman and Chief Executive Officer

            
	 	 	 
	 	 	 
	 	
              WILMINGTON
                TRUST COMPANY,
                as Trustee

            
	 	 
	 	 
	 	
              By:
                

            	/s/
              W. T. Morris, II
	 	 	
              Name: 
                W. Thomas Morris, II

            
	 	 	
              Title:   
                Senior Financial Services Officer

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    Schedule
      A

     

    DETERMINATION
      OF LIBOR

    


    With
      respect to the Securities, the London interbank offered rate (“LIBOR”)
      shall
      be determined by the Calculation Agent in accordance with the following
      provisions (in each case rounded to the nearest .000001%):

    


    (1)    On
      the
      second LIBOR Business Day (as defined below) prior to an Interest Payment Date:
      (except, with respect to the first interest payment period, on November 8,
      2005)
      (each such day, a “LIBOR
      Determination Date”),
      LIBOR
      for any given security shall, for the following interest payment period, equal
      the rate, as obtained by the Calculation Agent from Bloomberg Financial Markets
      Commodities News, for three-month U.S. Dollar deposits in Europe, which appears
      on Dow Jones Telerate Page 3750 (as defined in the International Swaps and
      Derivatives Association, Inc. 1991 Interest Rate and Currency Exchange
      Definitions), or such other page as may replace such Page 3750, as of 11:00
      a.m.
      (London time) on such LIBOR Determination Date.

    


    (2)    If,
      on
      any LIBOR Determination Date, such rate does not appear on Dow Jones Telerate
      Page 3750 or such other page as may replace such Page 3750, 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 such arithmetic mean of such quotations. If, on any LIBOR Determination
      Date, only one or none of the Reference Banks provide such quotations, LIBOR
      shall be deemed to be the arithmetic mean of the offered quotations that leading
      banks in the City of New York selected by the Calculation Agent are quoting
      on
      the relevant LIBOR Determination Date for three-month U.S. Dollar deposits
      in
      Europe in an amount determined by the Calculation Agent by reference to the
      principal London offices of leading banks in the London interbank market;
provided
      that,
      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 shall
      be
      LIBOR as determined on the previous LIBOR Determination Date.

    


    (3)     As
      used
      herein: “Reference
      Banks”
means
      four major banks in the London interbank market selected by the Calculation
      Agent; and “LIBOR
      Business Day”
means
      a
      day on which commercial banks are open for business (including dealings in
      foreign exchange and foreign currency deposits) in London.

    


    
      
        
          
          

        

        
          Schedule
            A-1

          
            

          

        

        
          
          

        

      

    

     

    Exhibit
      A


    Officer’s
      Certificate

    


    The
      undersigned, the [Chief Financial Officer] [Treasurer] [Executive Vice
      President] hereby certifies, pursuant to Section 7.3(b) of the Junior
      Subordinated Indenture, dated as of November 10, 2005, among Flag Financial
      Corporation (the “Company”) and Wilmington Trust Company, as trustee, that, as
      of [date], [20__], the Company had the following ratios and
      balances:

    


    BANK
      HOLDING COMPANY 

    As
      of
      [Quarterly Financial Dates]

    


    
      	
              Tier
                1 Risk Weighted Assets

            	 	 	 	% 
	
              Ratio
                of Double Leverage

            	 	 	 	%
	
              Non-Performing
                Assets to Loans and OREO

            	 	 	 	%
	
              Tangible
                Common Equity as a Percentage of Tangible Assets

            	 	 	 	%
	
              Ratio
                of Reserves to Non-Performing Loans

            	 	 	 	%
	
              Ratio
                of Net Charge-Offs to Loans

            	 	 	 	%
	
              Return
                on Average Assets (annualized)

            	 	 	 	%
	
              Net
                Interest Margin (annualized)

            	 	 	 	%
	
              Efficiency
                Ratio

            	 	 	 	%
	
              Ratio
                of Loans to Assets

            	 	 	 	%
	
              Ratio
                of Loans to Deposits

            	 	 	 	%
	
              Double
                Leverage (exclude trust preferred as equity)

            	 	 	 	
              %

            
	
              Total
                Assets

            	 	
              $

            	
               

            	 
	
              Year
                to Date Income 

            	 	
              $

            	
               

            	 


    

     

    
      	
              *

            	
              A
                table describing the quarterly report calculation procedures is
                attached.

            


    

    


    [FOR
      FISCAL YEAR END:
      Attached hereto are the audited consolidated financial statements (including
      the
      balance sheet, income statement and statement of cash flows, and notes thereto,
      together with the report of the independent accountants thereon) of the Company
      and its consolidated subsidiaries for the three years ended _______, 20___.]
      

    


    [FOR
      FISCAL QUARTER END:
      Attached hereto are the unaudited consolidated and consolidating financial
      statements (including the balance sheet and income statement) of the Company
      and
      its consolidated subsidiaries for the fiscal quarter] ended [date],
      20__.

    


    The
      financial statements fairly present in all material respects, in accordance
      with
      U.S. generally accepted accounting principles (“GAAP”), the financial position
      of the Company and its consolidated subsidiaries, and the results of operations
      and changes in financial condition as of the date, and for the [___ quarter
      interim] [annual] period ended [date], 20__, and such financial statements
      have
      been prepared in accordance with GAAP consistently applied throughout the period
      involved (expect as otherwise noted therein).

    


    
      
        
          
          

        

        
          Exhibit
            A-1

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate as of
      this _____ day of _____________, 20__

     

    
      	 	 
	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	 
	 	
              Flag
                Financial Corporation

            
	 	
              3475
                Piedmont Road, N.E., Suite 550

            
	 	
              Atlanta,
                Georgia 30305

            
	 	
              (404)
                760-7706

            


    

    


    
      
        
          
          

        

        
          Exhibit
            A-2

          
            

          

        

        
          
          

        

      

    

    


    Financial
      Definitions

     

    
      	
              Report
                Item

            	
              Corresponding
                FRY-9C or LP Line

              Items
                with Line Item corresponding Schedules

            	
              Description
                of Calculation

            
	
              Tier
                1 Risk Weighted
                Assets

            	
              BHCK7206

              Schedule
                HC-R

            	
              Tier
                1 Risk Ratio: Core Capital (Tier 1)/ Risk-Adjusted
                Assets

            
	
              Ratio
                of Double Leverage

            	
              (BHCP0365)/(BCHCP3210)

              Schedule
                PC in the LP

            	
              Total
                equity investments in subsidiaries divided by the total equity capital.
                This field is calculated at the parent company level. “Subsidiaries”
                include bank, bank holding company, and non-bank
                subsidiaries.

            
	
              Non-Performing
                Assets to Loans and OREO

            	
              (BHCK5525-BHCK3506+BHCK5526-BHCK3507+BHCK2744/(BHCK2122+BHCK2744)
                

              Schedules
                HC-C, HC-M & HC-N

            	
              Total
                Nonperforming Assets (NPLs+Foreclosed Real Estate+Other Nonaccrual
&
                Repossessed Assets)/Total Loans+Foreclosed Real Estate

            
	
              Tangible
                Common Equity as a Percentage of Tangible Assets

            	
              (BHDM3210-BHCK3163)/(BHCK2170-BHCK3163)

               

              Schedule
                HC

            	
              (Equity
                Capital - Goodwill)/(Total Assets - Goodwill)

            
	
              Ratio
                of Reserves to Non-Performing Loans

            	
              (BHCK3123+BHCK3128)/(BHCK5525-BHCK3506+BHCK5526-BHCK3507)
                

               

              Schedules
                HC & HC-N & HC-R

            	
              Total
                Loan Loss and Allocated Transfer Risk Reserves/ Total Nonperforming
                Loans

              (Nonaccrual
                + Restructured)

            
	
              Ratio
                of Net Charge-Offs to Loans

            	
              (BHCK4635-BHCK4605)/(BHCK3516)
                

               

              Schedules
                HI-B & HC-K

            	
              Net
                charge offs for the period as a percentage of average
                loans.

            
	
              Return
                on Average Assets (annualized)

            	
              (BHCK4340/BHCK3368)
                

               

              Schedules
                HI & HC-K

            	
              Net
                Income as a percentage of Assets.

            
	
              Net
                Interest Margin (annualized)

            	
              (BHCK4519/(BHCK3515+BHCK3365+BHCK3516+BHCK3401+BHCKB985)

               

              Schedules
                HI Memorandum and HC-K

            	
              (Net
                Interest Income Fully Taxable Equivalent, if available/Average Earning
                Assets)

            
	
              Efficiency
                Ratio

            	
              (BHCK4093)/(BHCK4519+BHCK4079)

               

              Schedule
                HI

            	
              (Non-interest
                Expense)/(Net Interest Income Fully Taxable Equivalent, if available,
                plus
                Non-interest Income)

            
	
              Ratio
                of Loans to Assets

            	
              (BHCKB528+BHCK5369)/(BHCK2170)

               

              Schedule
                HC

            	
              Total
                Loans & Leases (Net of Unearned Income & Gross of Reserve)/Total
                Assets

            
	
              Ratio
                of Loans to Deposits

            	
              (BHCKB528+BHCK5369)/(BHDM6631+BHDM6636+BHFN6631+BHFN6636)

               

              Schedule
                HC

            	
              Total
                Loans & Leases (Net of Unearned Income & Gross of Reserve)/Total
                Deposits (Includes Domestic and Foreign
                Deposits)

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              Report
                Item

            	
              Corresponding
                FRY-9C or LP Line Items with Line Item corresponding
                Schedules

            	
              Description
                of Calculation

            
	
              Total
                Assets

            	
              (BHCK2170)

               

              Schedule
                HC

            	
              The
                sum of total assets. Includes cash and balances due from depository
                institutions; securities; federal funds sold and securities purchased
                under agreements to resell; loans and lease financing receivables;
                trading
                assets; premises and fixed assets; other real estate owned; investments
                in
                unconsolidated subsidiaries and associated companies; customer’s liability
                on acceptances outstanding; intangible assets; and other
                assets.

            
	
              Net
                Income

            	
              (BHCK4300)

               

              Schedule
                HI

            	
              The
                sum of income (loss)before extraordinary items and other adjustments
                and
                extraordinary items; and other adjustments, net of income
                taxes.

            


    

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


    Exhibit
      B

    


    FORM
      OF

    OFFICERS’
      CERTIFICATE

    UNDER

    SECTION
      10.3

    


    Pursuant
      to Section 10.3 of the Indenture, dated as of November 10, 2005 (as amended
      or
      supplemented from time to time, the “Indenture”), between Flag Financial
      Corporation, as issuer (the “Company”), and Wilmington Trust Company, as
      trustee, each of the undersigned hereby certifies that, to the knowledge of
      the
      undersigned, the Company is not in default in the performance or observance
      of
      any of the terms, provisions or conditions contained in the Indenture (without
      regard to any period of grace or requirement of notice provided under the
      Indenture), for the fiscal year ending on ________, 20__ [, except as follows:
      specify
      each such default and the nature and status thereof].
      

    


    Capitalized
      terms used herein, and not otherwise defined herein, have the respective
      meanings assigned thereto in the Indenture.

    


    IN
      WITNESS WHEREOF, the undersigned have executed this Officers’ Certificate as of
      ___________, 20__.

    


    
      	 	 	 
	 	
              Name:

            	 	 
	 	
              Title:
                

            	
              [Must
                be the Chairman of the Board, a Vice Chairman of the Board, the Chief
                Executive Officer, the President, or a Vice President]
                of Flag Financial Corporation

            	 
	 	 	 	 
	 	 	 	 
	 	 	 
	 	
              Name:

            	 	 
	 	
              Title:

            	
              [Must
                be the Chief Financial Officer, the Treasurer, an Assistant Treasurer,
                the
                Secretary or an Assistant Secretary]
                of Flag Financial Corporation

            	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

     

    3