**Exhibit
      4.3**





**BAY
      NATIONAL CORPORATION**





**as
      Issuer**





**INDENTURE**





**Dated
      as of December 12, 2005**





**WILMINGTON
      TRUST COMPANY**





**as
      Trustee**





**FIXED
      RATE JUNIOR SUBORDINATED DEBT SECURITIES DUE 2036**











**TABLE
      OF CONTENTS**




**PAGE**ARTICLE
                I
            DEFINITIONS
            1Section
                1.01
            Definitions
            1ARTICLE
                II
            DEBT
                SECURITIES
            9Section
                2.01
            Authentication
                and Dating
            9Section
                2.02
            Form
                of Trustee’s Certificate of Authentication
            9Section
                2.03
            Form
                and Denomination of Debt Securities
            10Section
                2.04
            Execution
                of Debt Securities
            10Section
                2.05
            Exchange
                and Registration of Transfer of Debt Securities
            10Section
                2.06
            Mutilated,
                Destroyed, Lost or Stolen Debt Securities
            13Section
                2.07
            Temporary
                Debt Securities
            14Section
                2.08
            Payment
                of Interest
            15Section
                2.09
            Cancellation
                of Debt Securities Paid, etc.
            16Section
                2.10
            Computation
                of Interest
            16Section
                2.11
            Extension
                of Interest Payment Period
            17Section
                2.12
            CUSIP
                Numbers
            17Section
                2.13
            Global
                Debentures
            17ARTICLE
                III
            PARTICULAR
                COVENANTS OF THE COMPANY
            20Section
                3.01
            Payment
                of Principal, Premium and Interest; Agreed Treatment of the Debt
                Securities
            20Section
                3.02
            Offices
                for Notices and Payments, etc.
            21Section
                3.03
            Appointments
                to Fill Vacancies in Trustee’s Office
            22Section
                3.04
            Provision
                as to Paying Agent
            22Section
                3.05
            Certificate
                to Trustee
            23Section
                3.06
            Additional
                Amounts
            23Section
                3.07
            Compliance
                with Consolidation Provisions
            24Section
                3.08
            Limitation
                on Dividends
            24Section
                3.09
            Covenants
                as to the Trust
            24ARTICLE
                IV
            LISTS
            25Section
                4.01
            Securityholders’
                Lists
            25




i


Section
                4.02
            Preservation
                and Disclosure of Lists
            25Section
                4.03
            Financial
                and Other Information
            26ARTICLE
                V
            REMEDIES
                OF THE TRUSTEE AND SECURITYHOLDERS
            27Section
                5.01
            Events
                of Default
            27Section
                5.02
            Payment
                of Debt Securities on Default; Suit Therefor
            29Section
                5.03
            Application
                of Moneys Collected by Trustee
            31Section
                5.04
            Proceedings
                by Securityholders
            31Section
                5.05
            Proceedings
                by Trustee.
            32Section
                5.06
            Remedies
                Cumulative and Continuing
            32Section
                5.07
            Direction
                of Proceedings and Waiver of Defaults by Majority of
                Securityholders
            32Section
                5.08
            Notice
                of Defaults
            33Section
                5.09
            Undertaking
                to Pay Costs
            33ARTICLE
                VI
            CONCERNING
                THE TRUSTEE
            34Section
                6.01
            Duties
                and Responsibilities of Trustee
            34Section
                6.02
            Reliance
                on Documents, Opinions, etc.
            35Section
                6.03
            No
                Responsibility for Recitals, etc.
            36Section
                6.04
            Trustee,
                Authenticating Agent, Paying Agents, Transfer Agents or Registrar
                May Own
                Debt Securities
            36Section
                6.05
            Moneys
                to be Held in Trust
            37Section
                6.06
            Compensation
                and Expenses of Trustee.
            37Section
                6.07
            Officers’
                Certificate as Evidence
            38Section
                6.08
            Eligibility
                of Trustee
            38Section
                6.09
            Resignation
                or Removal of Trustee
            39Section
                6.10
            Acceptance
                by Successor Trustee
            40Section
                6.11
            Succession
                by Merger, etc
            41Section
                6.12
            Authenticating
                Agents
            41ARTICLE
                VII
            CONCERNING
                THE SECURITYHOLDERS
            42Section
                7.01
            Action
                by Securityholders
            42Section
                7.02
            Proof
                of Execution by Securityholders
            43Section
                7.03
            Who
                Are Deemed Absolute Owners
            43




ii


Section
                7.04
            Debt
                Securities Owned by Company Deemed Not Outstanding
            43Section
                7.05
            Revocation
                of Consents; Future Holders Bound
            44ARTICLE
                VIII
            SECURITYHOLDERS’
                MEETINGS
            44Section
                8.01
            Purposes
                of Meetings
            44Section
                8.02
            Call
                of Meetings by Trustee
            45Section
                8.03
            Call
                of Meetings by Company or Securityholders
            45Section
                8.04
            Qualifications
                for Voting
            45Section
                8.05
            Regulations
            45Section
                8.06
            Voting
            46Section
                8.07
            Quorum;
                Actions
            46ARTICLE
                IX
            SUPPLEMENTAL
                INDENTURES
            47Section
                9.01
            Supplemental
                Indentures without Consent of Securityholders
            47Section
                9.02
            Supplemental
                Indentures with Consent of Securityholders
            49Section
                9.03
            Effect
                of Supplemental Indentures
            50Section
                9.04
            Notation
                on Debt Securities
            50Section
                9.05
            Evidence
                of Compliance of Supplemental Indenture to be Furnished to
                Trustee
            50ARTICLE
                X
            REDEMPTION
                OF SECURITIES
            50Section
                10.01
            Optional
                Redemption
            50Section
                10.02
            Special
                Event Redemption
            51Section
                10.03
            Notice
                of Redemption; Selection of Debt Securities
            51Section
                10.04
            Payment
                of Debt Securities Called for Redemption
            52ARTICLE
                XI
            CONSOLIDATION,
                MERGER, SALE, CONVEYANCE AND LEASE
            52Section
                11.01
            Company
                May Consolidate, etc., on Certain Terms
            52Section
                11.02
            Successor
                Entity to be Substituted
            53Section
                11.03
            Opinion
                of Counsel to be Given to Trustee.
            54ARTICLE
                XII
            SATISFACTION
                AND DISCHARGE OF INDENTURE
            54Section
                12.01
            Discharge
                of Indenture
            54Section
                12.02
            Deposited
                Moneys to be Held in Trust by Trustee
            55Section
                12.03
            Paying
                Agent to Repay Moneys Held
            55




iii


Section
                12.04
            Return
                of Unclaimed Moneys
            55ARTICLE
                XIII
            IMMUNITY
                OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
            55Section
                13.01
            Indenture
                and Debt Securities Solely Corporate Obligations
            55ARTICLE
                XIV
            MISCELLANEOUS
                PROVISIONS
            56Section
                14.01
            Successors
            56Section
                14.02
            Official
                Acts by Successor Entity
            56Section
                14.03
            Surrender
                of Company Powers
            56Section
                14.04
            Addresses
                for Notices, etc
            56Section
                14.05
            Governing
                Law
            56Section
                14.06
            Evidence
                of Compliance with Conditions Precedent
            56Section
                14.07
            Business
                Day Convention
            57Section
                14.08
            Table
                of Contents, Headings, etc
            57Section
                14.09
            Execution
                in Counterparts
            57Section
                14.10
            Separability
            57Section
                14.11
            Assignment
            58Section
                14.12
            Acknowledgment
                of Rights
            58ARTICLE
                XV
            SUBORDINATION
                OF DEBT SECURITIES
            58Section
                15.01
            Agreement
                to Subordinate
            58Section
                15.02
            Default
                on Senior Indebtedness
            59Section
                15.03
            Liquidation;
                Dissolution; Bankruptcy
            59Section
                15.04
            Subrogation
            60Section
                15.05
            Trustee
                to Effectuate Subordination
            61Section
                15.06
            Notice
                by the Company
            61Section
                15.07
            Rights
                of the Trustee; Holders of Senior Indebtedness
            62Section
                15.08
            Subordination
                May Not Be Impaired
            63EXHIBIT
                A
            FORM
                OF DEBT SECURITY
            1EXHIBIT
                B
            FORM
                OF CERTIFICATE OF OFFICER OF THE COMPANY
            1






iv




THIS
        INDENTURE, dated as of December 12, 2005, between Bay National Corporation,
        a
        bank holding company incorporated in the State of Maryland (hereinafter
        sometimes called the “Company”), and Wilmington Trust Company, a Delaware
        banking corporation, as trustee (hereinafter sometimes called the
“Trustee”).
 
 WlTNESSETH:
 
 WHEREAS,
        for its lawful corporate purposes, the Company has duly authorized the issuance
        of its Fixed Rate Junior Subordinated Debt Securities due 2036 (the “Debt
        Securities”) under this Indenture and to provide, among other things, for the
        execution and authentication, delivery and administration thereof, the Company
        has duly authorized the execution of this Indenture.
 
 NOW,
        THEREFORE, in consideration of the premises, and the purchase of the Debt
        Securities by the holders thereof, the Company covenants and agrees with
        the
        Trustee for the equal and proportionate benefit of the respective holders
        from
        time to time of the Debt Securities as follows:
 
 **ARTICLE
        I**
 **DEFINITIONS**
 
 Section
        1.01  Definitions .
 
 The
        terms
        defined in this Section 1.01 (except as herein otherwise expressly provided
        or
        unless the context otherwise requires) for all purposes of this Indenture
        and of
        any indenture supplemental hereto shall have the respective meanings specified
        in this Section 1.01. All accounting terms used herein and not expressly
        defined
        shall have the meanings assigned to such terms in accordance with generally
        accepted accounting principles and the term “generally accepted accounting
        principles” means such accounting principles as are generally accepted in the
        United States at the time of any computation. The words “herein,” “hereof’ and
“hereunder” and other words of similar import refer to this Indenture as a whole
        and not to any particular Article, Section or other subdivision.
 
 “Additional
        Amounts” has the meaning set forth in Section 3.06.
 
 “Additional
        Provisions” has the meaning set forth in Section 15.01.
 
 “Administrative
        Action” has the meaning specified within the definition of “Tax Event” in this
        Section 1.01.
 
 “Applicable
        Depositary Procedures” means, with respect to any transfer or transaction
        involving a Book-Entry Capital Security or a Debt Security represented by
        a
        Global Debenture, the rules and procedures of the Depositary for such Book-Entry
        Capital Security or Debt Security represented by a Global Debenture, in each
        case to the extent applicable to such transaction and as in effect from time
        to
        time.
 
 
 “Authenticating
        Agent” means any agent or agents of the Trustee which at the time shall be
        appointed and acting pursuant to Section 6.12.
 
 “Bankruptcy
        Law” means Title 11, U.S. Code, or any similar federal or state law for the
        relief of debtors.
 
 “Board
        of
        Directors” means the board of directors or the executive committee or any other
        duly authorized designated officers of the Company.
 
 “Board
        Resolution” means a copy of a resolution certified by the Secretary or an
        Assistant Secretary of the Company to have been duly adopted by the Board
        of
        Directors and to be in full force and effect on the date of such certification
        and delivered to the Trustee.
 
 “Book-Entry
        Capital Security” means a Capital Security the ownership and transfers of which
        shah be reflected and made, as applicable, through book entries by the
        Depositary.
 
 “Business
        Day” means any day other than a Saturday, Sunday or any other day on which
        banking institutions in Wilmington, Delaware, The City of New York or Annapolis,
        Maryland are permitted or required by law or executive order to close.
 
 “Capital
        Securities” means undivided beneficial interests in the assets of the Trust
        which are designated as “MMCapS sm ”
and
        rank *pari
        passu* with
        Common Securities issued by the Trust; provided , however ,
        that if
        an Event of Default (as defined in the Declaration) has occurred and is
        continuing, the rights of holders of such Common Securities to payment in
        respect of distributions and payments upon liquidation, redemption and otherwise
        are subordinated to the rights of holders of such Capital
        Securities.
 
 “Capital
        Securities Guarantee” means the guarantee agreement that the Company will enter
        into with Wilmington Trust Company or other Persons that operates directly
        or
        indirectly for the benefit of holders of Capital Securities of the
        Trust.
 
 “Capital
        Treatment Event” means, if the Company is organized and existing under the laws
        of the United States or any state thereof or the District of Columbia, the
        receipt by the Company and the Trust of an Opinion of Counsel experienced
        in
        such matters to the effect that, as a result of any amendment to, or change
        in,
        the laws, rules or regulations of the United States or any political subdivision
        thereof or therein, or as the result of any official or administrative
        pronouncement or action or decision interpreting or applying such laws, rules
        or
        regulations, which amendment or change is effective or which pronouncement,
        action or decision is announced on or after the date of original issuance
        of the
        Debt Securities, there is more than an insubstantial risk that the Company
        will
        not, within 90 days of the date of such opinion, be entitled to treat Capital
        Securities as “Tier 1 Capital” (or the then equivalent thereof) for purposes of
        the capital adequacy guidelines of the Federal Reserve (or any successor
        regulatory authority with jurisdiction over bank holding companies), as then
        in
        effect and applicable to the Company; provided , however ,
        that
        the inability of the Company to treat all or any portion of the aggregate
        Liquidation Amount of the Capital Securities as “Tier 1 Capital” shall not
        constitute the basis for a Capital Treatment Event if such inability results
        from the Company having preferred stock, minority interests in consolidated
        subsidiaries and any other class of security or interest which the Federal
        Reserve (or any successor regulatory authority with jurisdiction over bank
        holding companies) may now or hereafter accord “Tier 1 Capital” treatment that,
        in the aggregate, exceed the amount which may now or hereafter qualify for
        treatment as “Tier 1 Capital” under applicable capital adequacy guidelines of
        the Federal Reserve (or any successor regulatory authority with jurisdiction
        over bank holding companies); provided ,
        further, however, that the distribution of the Debt Securities in connection
        with the liquidation of the Trust by the Company shall not in and of itself
        constitute a Capital Treatment Event unless such liquidation shall have occurred
        in connection with a Tax Event or an Investment Company Event. For the avoidance
        of doubt, the inability of the Company to treat all or any portion of the
        aggregate Liquidation Amount of the Capital Securities as “Tier 1 Capital” as a
        result of the changes effected by the final rule adopted by the Federal Reserve
        on March 1, 2005 shall not constitute the basis for a Capital Treatment
        Event.
 
 2
 “Certificate”
        means a certificate signed by any one of the principal executive officer,
        the
        principal financial officer or the principal accounting officer of the
        Company.
 
 “Code”
        means the Internal Revenue Code of 1986, as amended.
 
 “Common
        Securities” means undivided beneficial interests in the assets of the Trust
        which are designated as “Common Securities” and rank *pari
        passu* with
        Capital Securities issued by the Trust; provided , however ,
        that if
        an Event of Default (as defined in the Declaration) has occurred and is
        continuing, the rights of holders of such Common Securities to payment in
        respect of distributions and payments upon liquidation, redemption and otherwise
        are Subordinated to the rights of holders of such Capital
        Securities.
 
 “Company”
        means Bay National Corporation, a bank holding company incorporated in the
        State
        of Maryland, and, subject to the provisions of Article XI, shall include
        its
        successors and assigns.
 
 “Debt
        Security” or “Debt Securities” has the meaning stated in the first recital of
        this Indenture.
 
 “Debt
        Security Register” has the meaning specified in Section 2.05.
 
 “Declaration”
        means the Amended and Restated Declaration of Trust of the Trust, dated as
        of
        December 12, 2005, as amended or supplemented from time to time.
 
 “Default”
        means any event, act or condition that with notice or lapse of time, or both,
        would constitute an Event of Default.
 
 “Defaulted
        Interest” has the meaning set forth in Section 2.08.
 
 “Deferred
        Interest” has the meaning set forth in Section 2.11.
 
 3
 “Depositary”
        means an organization registered as a clearing agency under the Exchange
        Act
        that is designated as Depositary by the Company. DTC will be the initial
        Depositary.
 
 “Depositary
        Participant” means a broker, dealer, bank, other financial institution or other
        Person for whom from time to time the Depositary effects book-entry transfers
        and pledges of securities deposited with or on behalf of the Depositary.
 
 “DTC”
        means The Depository Trust Company, a New York corporation.
 
 “Event
        of
        Default” means any event specified in Section 5.01, which has continued for the
        period of time, if any, and after the giving of the notice, if any, therein
        designated.
 
 “Exchange
        Act” means the Securities Exchange Act of 1934, as amended.
 
 “Extension
        Period” has the meaning set forth in Section 2.11.
 
 “Federal
        Reserve” means the Board of Governors of the Federal Reserve
        System.
 
 “Global
        Debenture” means a global certificate that evidences all or part of the Debt
        Securities the ownership and transfers of which shall be reflected and made,
        as
        applicable, through book entries by the Depositary and the Depositary
        Participants.
 
 “Indenture”
        means this Indenture as originally executed or, if amended or supplemented
        as
        herein provided, as so amended or supplemented, or both.
 
 “Institutional
        Trustee” has the meaning set forth in the Declaration.
 
 “Interest
        Payment Date” means February 23, May 23, August 23 and November 23 of each year,
        commencing on February 23, 2006, subject to Section 14.07.
 
 “Interest
        Period” has the meaning set forth in Section 2.08.
 
 “Interest
        Rate” means 7.20% per annum.
 
 “Investment
        Company Event” means the receipt by the Company and the Trust of an Opinion of
        Counsel experienced in such matters to the effect that, as a result of a
        change
        in law or regulation or written change in interpretation or application of
        law
        or regulation by any legislative body, court, governmental agency or regulatory
        authority, there is more than an insubstantial risk that the Trust is or,
        within
        90 days of the date of such opinion will be, considered an “investment company”
that is required to be registered under the Investment Company Act of 1940,
        as
        amended, which change becomes effective on or after the date of the original
        issuance of the Debt Securities.
 
 “Liquidation
        Amount” means the liquidation amount of $1,000 per Trust Security.
 
 4
 “Major
        Depository Institution 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 Rule 405 under the Securities
        Act.
 
 “Maturity
        Date” means February 23, 2036, subject to Section 14.07.
 
 “Officers’
        Certificate” means a certificate signed by the Chairman of the Board, the Vice
        Chairman, the President or any Vice President, and by the Chief Financial
        Officer, the Treasurer, an Assistant Treasurer, the Comptroller, an Assistant
        Comptroller, the Secretary or an Assistant Secretary of the Company, and
        delivered to the Trustee. Each such certificate shall include the statements
        provided for in Section 14.06 if and to the extent required by the provisions
        of
        such Section.
 
 “Opinion
        of Counsel” means an opinion in writing signed by legal counsel, who may be an
        employee of or counsel to the Company or may be other counsel reasonably
        satisfactory to the Trustee. Each such opinion shall include the statements
        provided for in Section 14.06 if and to the extent required by the provisions
        of
        such Section.
 
 The
        term
“outstanding,” when used with reference to Debt Securities, subject to the
        provisions of Section 7.04, means, as of any particular time, all Debt
        Securities authenticated and delivered by the Trustee or the Authenticating
        Agent under this Indenture, except
 
 (a)  Debt
        Securities theretofore canceled by the Trustee or the Authenticating Agent
        or
        delivered to the Trustee for cancellation;
 
 (b)  Debt
        Securities, or portions thereof, for the payment or redemption of which moneys
        in the necessary amount shall have been deposited in trust with the Trustee
        or
        with any Paying Agent (other than the Company) or shall have been set aside
        and
        segregated in trust by the Company (if the Company shall act as its own Paying
        Agent); provided ,
        that,
        if such Debt Securities, or portions thereof, are to be redeemed prior to
        maturity thereof, notice of such redemption shall have been given as provided
        in
        Articles X and XIV or provision satisfactory to the Trustee shall have been
        made
        for giving such notice; and
 
 (c)  Debt
        Securities paid pursuant to Section 2.06 or in lieu of or in substitution
        for
        which other Debt Securities shall have been authenticated and delivered pursuant
        to the terms of Section 2.06 unless proof satisfactory to the Company and
        the
        Trustee is presented that any such Debt Securities are held by bona fide
        holders
        in due course.
 
 “Optional
        Redemption Date” has the meaning set forth in Section 10.01.
 
 “Optional
        Redemption Price” means an amount in cash equal to 100% of the principal amount
        of the Debt Securities being redeemed plus unpaid interest accrued on such
        Debt
        Securities to the related Optional Redemption Date.
 
 “Paying
        Agent” has the meaning set forth in Section 3.04(e).
 
 5
 “Person”
        means a legal person, including any individual, corporation, estate,
        partnership, joint venture, association, joint-stock company, limited liability
        company, trust, unincorporated association, or government or any agency or
        political subdivision thereof, or any other entity of whatever
        nature.
 
 “Predecessor
        Security” of any particular Debt Security means every previous Debt Security
        evidencing all or a portion of the same debt as that evidenced by such
        particular Debt Security; and, for the purposes of this definition, any Debt
        Security authenticated and delivered under Section 2.06 in lieu of a lost,
        destroyed or stolen Debt Security shall be deemed to evidence the same debt
        as
        the lost, destroyed or stolen Debt Security.
 
 “Principal
        Office of the Trustee” means the office of the Trustee at which at any
        particular time its corporate trust business shall be principally administered,
        which at all times shall be located within the United States and at the time
        of
        the execution of this Indenture shall be Rodney Square North, 1100 North
        Market
        Street, Wilmington, DE 19890-0001.
 
 “Resale
        Restriction Termination Date” means, with respect to any Debt Security, the date
        which is the later of (i) two years (or such shorter period of time as
        permitted by Rule 144(k) under the Securities Act) after the later of
        (y) the date of original issuance of such Debt Security and (z) the
        last date on which the Company or any Affiliate (as defined in Rule 405 under
        the Securities Act) of the Company was the holder of such Debt Security (or
        any
        predecessor thereto) and (ii) such later date, if any, as may be required
        by any subsequent change in applicable law.
 
 “Responsible
        Officer” means, with respect to the Trustee, any officer within the Principal
        Office of the Trustee with direct responsibility for the administration of
        the
        Indenture, including any vice-president, any assistant vice-president, any
        secretary, any assistant secretary, the treasurer, any assistant treasurer,
        any
        trust officer or other officer of the Principal Office of the Trustee
        customarily performing functions similar to those performed by any of the
        above
        designated officers and also means, with respect to a particular corporate
        trust
        matter, any other officer to whom such matter is referred because of that
        officer’s knowledge of and familiarity with the particular subject.
 
 “Securities
        Act” means the Securities Act of 1933, as amended.
 
 “Securityholder,”
        “holder of Debt Securities” or other similar terms, means any Person in whose
        name at the time a particular Debt Security is registered on the Debt Security
        Register.
 
 “Senior
        Indebtedness” means, with respect to the Company, (i) the principal,
        premium, if any, and interest in respect of (A) indebtedness of the Company
        for
        money borrowed, as well as similar obligations arising from off-balance sheet
        guarantees and direct credit substitutes and (B)  indebtedness evidenced by
        securities, debentures, notes, bonds or other similar instruments issued
        by the
        Company, (ii) all capital lease obligations of the Company, (iii) all
        obligations of the Company issued or assumed as the deferred purchase price
        of
        property, all conditional sale obligations of the Company and all obligations
        of
        the Company under any title retention agreement (but excluding trade accounts
        payable and other accrued liabilities arising in the ordinary course of
        business), (iv) all obligations of the Company for the reimbursement of any
        letter of credit, any banker’s acceptance, any security purchase facility, any
        repurchase agreement or similar arrangement, all obligations associated with
        derivative products such as interest rate and foreign exchange contracts
        and
        commodity contracts, any interest rate swap, any other hedging arrangement,
        any
        obligation under options or any similar credit or other transaction,
        (v) all obligations of the type referred to in clauses (i) through (iv)
        above of other Persons for the payment of which the Company is responsible
        or
        liable as obligor, guarantor or otherwise and (vi) all obligations of the
        type referred to in clauses (i) through (v) above of other Persons secured
        by
        any lien on any property or asset of the Company (whether or not such obligation
        is assumed by the Company), whether the obligations of the type referred
        to in
        clauses (i) through (vi) above were incurred on or prior to the date of
        this Indenture or thereafter incurred, unless, with the prior approval of
        the
        Federal Reserve if not otherwise generally approved, it is provided in the
        instrument creating or evidencing the same or pursuant to which the same
        is
        outstanding that such obligations are not superior or are *pari
        passu* in right
        of payment to the Debt Securities; provided , however ,
        that
        Senior Indebtedness shall not include (A) any debt securities issued to any
        trust other than the Trust (or a trustee of such trust) that is a financing
        vehicle of the Company (a “financing entity”), in connection with the issuance
        by such financing entity of equity or other securities in transactions
        substantially similar in structure to the transactions contemplated hereunder
        and in the Declaration or (B) any guarantees of the Company in respect of
        the equity or other securities of any financing entity referred to in clause
        (A)
        above.
 
 6
 “Special
        Event” means any of a Tax Event, an Investment Company Event or a Capital
        Treatment Event.
 
 “Special
        Redemption Date” has the meaning set forth in Section 10.02.
 
 “Special
        Redemption Price” means, with respect to the redemption of any Debt Security
        following a Special Event, an amount in cash equal to 104.00% of the principal
        amount of Debt Securities to be redeemed prior to February 23, 2007 and
        thereafter equal to the percentage of the principal amount of the Debt
        Securities that is specified below for the Special Redemption Date plus,
        in each
        case, unpaid interest accrued thereon to the Special Redemption
        Date:
 
 Special
                  Redemption During the 12-Month
                Period
                  Beginning February 23
              Percentage
                  of Principal Amount2007
              103.20%2008
              102.40%2009
              101.60%2010
              100.80%2011
                  and thereafter
              100.00%
 
 “Subsidiary”
        means, with respect to any Person, (i) any corporation, at least a majority
        of the outstanding voting stock of which is owned, directly or indirectly,
        by
        such Person or one or more of its Subsidiaries or by such Person and one
        or more
        of its Subsidiaries, (ii) any general partnership, joint venture or similar
        entity, at least a majority of the outstanding partnership or similar interests
        of which shall at the time be owned by such Person or one or more of its
        Subsidiaries or by such Person and one or more of its Subsidiaries, and
        (iii) any limited partnership of which such Person or any of its
        Subsidiaries is a general partner. For the purposes of this definition, “voting
        stock” means shares, interests, participations or other equivalents in the
        equity interest (however designated) in such Person having ordinary voting
        power
        for the election of a majority of the directors (or the equivalent) of such
        Person, other than shares, interests, participations or other equivalents
        having
        such power only by reason of the occurrence of a contingency.
 
 7
 “Tax
        Event” means the receipt by the Company and the Trust of an Opinion of Counsel
        experienced in such matters to the effect that, as a result of any amendment
        to
        or change (including any announced prospective change) in the laws or any
        regulations thereunder of the United States or any political subdivision
        or
        taxing authority thereof or therein, or as a result of any official
        administrative pronouncement (including any private letter ruling, technical
        advice memorandum, regulatory procedure, notice or announcement (an
“Administrative Action”)) or judicial decision interpreting or applying such
        laws or regulations, regardless of whether such Administrative Action or
        judicial decision is issued to or in connection with a proceeding involving
        the
        Company or the Trust and whether or not subject to review or appeal, which
        amendment, clarification, change, Administrative Action or decision is enacted,
        promulgated or announced, in each case on or after the date of original issuance
        of the Debt Securities, there is more than an insubstantial risk that:
        (i) the Trust is, or will be within 90 days of the date of such opinion,
        subject to United States federal income tax with respect to income received
        or
        accrued on the Debt Securities; (ii) if the Company is organized and
        existing under the laws of the United
 States
        or
        any state thereof or the District of Columbia, interest payable by the Company
        on the Debt Securities is not, or within 90 days of the date of such opinion,
        will not be, deductible by the Company, in whole or in part, for United States
        federal income tax purposes; or (iii) the Trust is, or will be within 90
        days of the date of such opinion, subject to or otherwise required to pay,
        or
        required to withhold from distributions to holders of Trust Securities, more
        than a *de
        minimis* amount
        of other taxes (including withholding taxes), duties, assessments or other
        governmental charges.
 
 “Trust”
        means Bay National Capital Trust I, the Delaware statutory trust, or any
        other
        similar trust created for the purpose of issuing Capital Securities in
        connection with the issuance of Debt Securities under this Indenture, of
        which
        the Company is the sponsor.
 
 “Trust
        Indenture Act” means the Trust Indenture Act of 1939, as amended from time to
        time, or any successor legislation.
 
 “Trust
        Securities” means Common Securities and Capital Securities of the
        Trust.
 
 “Trustee”
        means the Person identified as “Trustee” in the first paragraph hereof, and,
        subject to the provisions of Article VI hereof, shall also include its
        successors and assigns as Trustee hereunder.
 
 “United
        States” means the United States of America and the District of
        Columbia.
 
 8
 “U.S.
        Person” has the meaning given to United States Person as set forth in Section
        7701(a)(30) of the Code.
 
 **ARTICLE
        II**
 **DEBT
        SECURITIES**
 
 Section
        2.01  Authentication
        and Dating .
 
 Upon
        the
        execution and delivery of this Indenture, or from time to time thereafter,
        Debt
        Securities in an aggregate principal amount not in excess of $8,248,000 may
        be
        executed and delivered by the Company to the Trustee for authentication,
        and the
        Trustee shall thereupon authenticate and make available for delivery said
        Debt
        Securities to or upon the written order of the Company, signed by its Chairman
        of the Board of Directors, Vice Chairman, President or Chief Financial Officer
        or one of its Vice Presidents, without any further action by the Company
        hereunder. In authenticating such Debt Securities, and accepting the additional
        responsibilities under this Indenture in relation to such Debt Securities,
        the
        Trustee shall be entitled to receive, and (subject to Section 6.01) shall
        be
        fully protected in relying upon a copy of any Board Resolution or Board
        Resolutions relating thereto and, if applicable, an appropriate record of
        any
        action taken pursuant to such resolution, in each case certified by the
        Secretary or an Assistant Secretary or other officers with appropriate delegated
        authority of the Company as the case may be.
 
 The
        Trustee shall have the right to decline to authenticate and deliver any Debt
        Securities under this Section if the Trustee, being advised by counsel,
        determines that such action may not lawfully be taken or if a Responsible
        Officer of the Trustee in good faith shall determine that such action would
        expose the Trustee to personal liability to existing Securityholders.
 
 The
        definitive Debt Securities shall be typed, printed, lithographed or engraved
        on
        steel engraved borders or may be produced in any other manner, all as determined
        by the officers executing such Debt Securities, as evidenced by their execution
        of such Debt Securities.
 
 Section
        2.02  Form
        of Trustee’s Certificate of Authentication .
 
 The
        Trustee’s certificate of authentication on all Debt Securities shall be in
        substantially the following form:
 
 This
        certificate represents Debt Securities referred to in the within-mentioned
        Indenture.
 Wilmington
                    Trust Company,not
                    in its individual capacitybut
                    solely as trusteeBy:_____________________________Authorized
                    Officer
 9
 Section
        2.03  Form
        and Denomination of Debt Securities .
 
 The
        Debt
        Securities shall be substantially in the form of Exhibit A hereto. The Debt
        Securities shall be in registered form without coupons and in minimum
        denominations of $100,000 and any multiple of $1,000 in excess thereof. The
        Debt
        Securities shall be numbered, lettered, or otherwise distinguished in such
        manner or in accordance with such plans as the officers executing the same
        may
        determine with the approval of the Trustee as evidenced by the execution
        and
        authentication thereof.
 
 Section
        2.04  Execution
        of Debt Securities .
 
 The
        Debt
        Securities shall be signed in the name and on behalf of the Company by the
        manual or facsimile signature of its Chairman of the Board of Directors,
        Vice
        Chairman, President or Chief Financial Officer or one of its Executive Vice
        Presidents, Senior Vice Presidents or Vice Presidents, under its corporate
        seal
        (if legally required) which may be affixed thereto or printed, engraved or
        otherwise reproduced thereon, by facsimile or otherwise, and which need not
        be
        attested. Only such Debt Securities as shall bear thereon a certificate of
        authentication substantially in the form herein before recited, executed
        by the
        Trustee or the Authenticating Agent by the manual or facsimile signature
        of an
        authorized officer, shall be entitled to the benefits of this Indenture or
        be
        valid or obligatory for any purpose. Such certificate by the Trustee or the
        Authenticating Agent upon any Debt Security executed by the Company shall
        be
        conclusive evidence that the Debt Security so authenticated has been duly
        authenticated and delivered hereunder and that the holder is entitled to
        the
        benefits of this Indenture.
 
 In
        case
        any officer of the Company who shall have signed any of the Debt Securities
        shall cease to be such officer before the Debt Securities so signed shall
        have
        been authenticated and delivered by the Trustee or the Authenticating Agent,
        or
        disposed of by the Company, such Debt Securities nevertheless may be
        authenticated and delivered or disposed of as though the Person who signed
        such
        Debt Securities had not ceased to be such officer of the Company; and any
        Debt
        Security may be signed on behalf of the Company by such Persons as, at the
        actual date of the execution of such Debt Security, shall be the proper officers
        of the Company, although at the date of the execution of this Indenture any
        such
        person was not such an officer.
 
 Every
        Debt Security shall be dated the date of its authentication.
 
 Section
        2.05  Exchange
        and Registration of Transfer of Debt Securities .
 
 The
        Company shall cause to be kept, at the office or agency maintained for the
        purpose of registration of transfer and for exchange as provided in Section
        3.02, a register (the “Debt Security Register”) for the Debt Securities issued
        hereunder in which, subject to such reasonable regulations as it may prescribe,
        the Company shall provide for the registration and transfer of all Debt
        Securities as provided in this Article II. Such register shall be in written
        form or in any other form capable of being converted into written form within
        a
        reasonable time.
 
 10
 Debt
        Securities to be exchanged may be surrendered at the Principal Office of
        the
        Trustee or at any office or agency to be maintained by the Company for such
        purpose as provided in Section 3.02, and the Company shall execute, the Company
        or the Trustee shall register and the Trustee or the Authenticating Agent
        shall
        authenticate and make available for delivery in exchange therefor, the Debt
        Security or Debt Securities which the Securityholder making the exchange
        shall
        be entitled to receive. Upon due presentment for registration of transfer
        of any
        Debt Security at the Principal Office of the Trustee or at any office or
        agency
        of the Company maintained for such purpose as provided in Section 3.02, the
        Company shall execute, the Company or the Trustee shall register and the
        Trustee
        or the Authenticating Agent shall authenticate and make available for delivery
        in the name of the transferee or transferees, a new Debt Security for a like
        aggregate principal amount. Registration or registration of transfer of any
        Debt
        Security by the Trustee or by any agent of the Company appointed pursuant
        to
        Section 3.02, and delivery of such Debt Security, shall be deemed to complete
        the registration or registration of transfer of such Debt Security.
 
 All
        Debt
        Securities presented for registration of transfer or for exchange or payment
        shall (if so required by the Company or the Trustee or the Authenticating
        Agent)
        be duly endorsed by, or be accompanied by, a written instrument or instruments
        of transfer in form satisfactory to the Company and either the Trustee or
        the
        Authenticating Agent duly executed by, the holder or such holder’ s attorney
        duly authorized in writing.
 
 No
        service charge shall be made for any exchange or registration of transfer
        of
        Debt Securities, but the Company or the Trustee may require payment of a
        sum
        sufficient to cover any tax, fee or other governmental charge that may be
        imposed in connection therewith other than exchanges pursuant to Section
        2.07,
        Section 9.04 or Section 10.04 not involving any transfer.
 
 The
        Company or the Trustee shall not be required to exchange or register a transfer
        of any Debt Security for a period of 15 days immediately preceding the date
        of
        selection of Debt Securities for redemption.
 
 Notwithstanding
        the foregoing, Debt Securities may not be transferred prior to the Resale
        Restriction Termination Date except in compliance with the legend set forth
        below, unless otherwise determined by the Company in accordance with applicable
        law, which legend shall be placed on each Debt Security:
 
 THIS
        SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
        (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
        SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
        HEREIN
        MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
        DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
        IS
        EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
        ACT. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN,
        BY ITS
        ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES TO OFFER, SELL OR
        OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN
        PRIOR
        TO THE DATE WHICH IS THE LATER OF (i) TWO YEARS (OR SUCH SHORTER PERIOD OF
        TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE LATER
        OF
        (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE LAST DATE ON
        WHICH THE COMPANY OR ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER THE SECURITIES
        ACT) OF THE COMPANY WAS THE HOLDER OF THIS SECURITY OR SUCH INTEREST OR
        PARTICIPATION (OR ANY PREDECESSOR THERETO) AND (ii) SUCH LATER DATE, IF
        ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW, ONLY
        (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
        (“RULE 144A”), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED
        INSTITUTIONAL BUYER”, AS DEFINED IN RULE 144A, THAT PURCHASES FOR ITS OWN
        ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
        IS
        GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
        (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
        SECURITIES ACT TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH
        (a) (1), (2), (3), (7) OR (8) OF RULE 501 UNDER THE SECURITIES ACT THAT IS
        ACQUIRING THIS SECURITY OR SUCH INTEREST OR PARTICIPATION FOR ITS OWN ACCOUNT,
        OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES
        AND
        NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION
        IN
        VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-US
        PERSONS THAT OCCUR OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER
        THE
        SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
        REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S RIGHT
        PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) ABOVE
        TO
        REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
        INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF
        WHICH
        MAY BE OBTAINED FROM THE COMPANY.
 
 11
 THE
        HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS
        ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES THAT IT WILL COMPLY
        WITH THE FOREGOING RESTRICTIONS. THE HOLDER OF THIS SECURITY OR ANY INTEREST
        OR
        PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY
        BE,
        ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT,
        INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE
        I OF
        THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR
        SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH
        A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON
        OF ANY PLAN’S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING “PLAN ASSETS” OF
        ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST OR PARTICIPATION
        HEREIN, 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 SUCH INTEREST OR PARTICIPATION IS
        NOT
        PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT
        TO
        SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY
        INTEREST OR PARTICIPATION HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS
        PURCHASE AND HOLDING HEREOF OR THEREOF, AS THE CASE MAY BE, THAT EITHER
        (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3)
        OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE
        OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR
        ANY
        OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN
        TO
        FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE AND HOLDING WILL NOT RESULT IN
        A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE
        CODE
        FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE
        EXEMPTION.
 
 12
 IN
        CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO
        THE
        REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY
        BE
        REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE
        FOREGOING RESTRICTIONS.
 
 THIS
        SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS
        OF
        $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER
        OF
        THIS SECURITY IN DENOMINATIONS OF LESS THAN $100,000 SHALL BE DEEMED TO BE
        VOID
        AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE
        DEEMED
        NOT TO BE THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN
        FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
        ON
        THIS SECURITY OR SUCH INTEREST OR PARTICIPATION, AND SUCH PURPORTED TRANSFEREE
        SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY OR ANY INTEREST
        OR PARTICIPATION HEREIN.
 
 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”). THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF THE
        DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED CREDITORS OF THE COMPANY,
        IS
        INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES
        AND IS NOT SECURED.
 
 Section
        2.06  Mutilated,
        Destroyed, Lost or Stolen Debt Securities .
 
 In
        case
        any Debt Security shall become mutilated or be destroyed, lost or stolen,
        the
        Company shall execute, and upon its written request the Trustee shall
        authenticate and deliver, a new Debt Security bearing a number not
        contemporaneously outstanding, in exchange and substitution for the mutilated
        Debt Security, or in lieu of and in substitution for the Debt Security so
        destroyed, lost or stolen. In every case the applicant for a substituted
        Debt
        Security shah furnish to the Company and the Trustee such security or indemnity
        as may be required by them to save each of them harmless, and, in every case
        of
        destruction, loss or theft, the applicant shall also furnish to the Company
        and
        the Trustee evidence to their satisfaction of the destruction, loss or theft
        of
        such Debt Security and of the ownership thereof.
 
 13
 The
        Trustee may authenticate any such substituted Debt Security and deliver the
        same
        upon the written request or authorization of any officer of the Company.
        Upon
        the issuance of any substituted Debt Security, the Company may require the
        payment of a sum sufficient to cover any tax or other governmental charge
        that
        may be imposed in relation thereto and any other expenses connected therewith.
        In case any Debt Security which has matured or is about to mature or has
        been
        called for redemption in full shall become mutilated or be destroyed, lost
        or
        stolen, the Company may, instead of issuing a substitute Debt Security, pay
        or
        authorize the payment of the same (without surrender thereof except in the
        case
        of a mutilated Debt Security) if the applicant for such payment shall furnish
        to
        the Company and the Trustee such security or indemnity as may be required
        by
        them to save each of them harmless and, in case of destruction, loss or theft,
        evidence satisfactory to the Company and to the Trustee of the destruction,
        loss
        or theft of such Security and of the ownership thereof.
 
 Every
        substituted Debt Security issued pursuant to the provisions of this Section
        2.06
        by virtue of the fact that any such Debt Security is destroyed, lost or stolen
        shall constitute an additional contractual obligation of the Company, whether
        or
        not the destroyed, lost or stolen Debt Security shall be found at any time,
        and
        shall be entitled to all the benefits of this Indenture equally and
        proportionately with any and all other Debt Securities duly issued hereunder.
        All Debt Securities shall be held and owned upon the express condition that,
        to
        the extent permitted by applicable law, the foregoing provisions are exclusive
        with respect to the replacement or payment of mutilated, destroyed, lost
        or
        stolen Debt Securities and shall preclude any and all other rights or remedies
        notwithstanding any law or statute existing or hereafter enacted to the contrary
        with respect to the replacement or payment of negotiable instruments or other
        securities without their surrender.
 
 Section
        2.07  Temporary
        Debt Securities .
 
 Pending
        the preparation of definitive Debt Securities, the Company may execute and
        the
        Trustee shall authenticate and make available for delivery temporary Debt
        Securities that are typed, printed or lithographed. Temporary Debt Securities
        shall be issuable in any authorized denomination, and substantially in the
        form
        of the definitive Debt Securities but with such omissions, insertions and
        variations as may be appropriate for temporary Debt Securities, all as may
        be
        determined by the Company. Every such temporary Debt Security shall be executed
        by the Company and be authenticated by the Trustee upon the same conditions
        and
        in substantially the same manner, and with the same effect, as the definitive
        Debt Securities. Without unreasonable delay, the Company will execute and
        deliver to the Trustee or the Authenticating Agent definitive Debt Securities
        and thereupon any or all temporary Debt Securities may be surrendered in
        exchange therefor, at the Principal Office of the Trustee or at any office
        or
        agency maintained by the Company for such purpose as provided in Section
        3.02,
        and the Trustee or the Authenticating Agent shall authenticate and make
        available for delivery in exchange for such temporary Debt Securities a like
        aggregate principal amount of such definitive Debt Securities. Such exchange
        shall be made by the Company at its own expense and without any charge therefor
        except that in case of any such exchange involving a registration of transfer
        the Company may require payment of a sum sufficient to cover any tax, fee
        or
        other governmental charge that may be imposed in relation thereto. Until
        so
        exchanged, the temporary Debt Securities shall in all respects be entitled
        to
        the same benefits under this Indenture as definitive Debt Securities
        authenticated and delivered hereunder.
 
 14
 Section
        2.08  Payment
        of Interest .
 
 Each
        Debt
        Security will bear interest at the Interest Rate (i) in the case of the
        initial Interest Period, for the period from, and including, the date of
        original issuance of such Debt Security to, but excluding, the initial Interest
        Payment Date and (ii) thereafter, for the period from, and including, the
        first day following the end of the preceding Interest Period to, but excluding,
        the applicable Interest Payment Date or, in the case of the last Interest
        Period, the related Optional Redemption Date, Special Redemption Date or
        Maturity Date, as applicable (each such period, an “Interest Period”), on the
        principal thereof, on any overdue principal and (to the extent that payment
        of
        such interest is enforceable under applicable law) on Deferred Interest and
        on
        any overdue installment of interest (including Defaulted Interest), payable
        (subject to the provisions of Article XV) on each Interest Payment Date and
        on
        the Maturity Date, any Optional Redemption Date or the Special Redemption
        Date,
        as the case may be. Interest and any Deferred Interest on any Debt Security
        that
        is payable, and is punctually paid or duly provided for by the Company, on
        any
        Interest Payment Date shall be paid to the Person in whose name such Debt
        Security (or one or more Predecessor Securities) is registered at the close
        of
        business on the regular record date for such interest installment, except
        that
        interest and any Deferred Interest payable on the Maturity Date, any Optional
        Redemption Date or the Special Redemption Date, as the case may be, other
        than
        any Interest Payment Date shall be paid to the Person to whom principal is
        paid.
        In case (i) the Maturity Date of any Debt Security or (ii) any Debt
        Security or portion thereof is called for redemption and the related Optional
        Redemption Date or the Special Redemption Date, as the case may be, is
        subsequent to the regular record date with respect to any Interest Payment
        Date
        and prior to such Interest Payment Date, interest on such Debt Security will
        be
        paid upon presentation and surrender of such Debt Security.
 
 Any
        interest on any Debt Security, other than Deferred Interest, that is payable,
        but is not punctually paid or duly provided for by the Company, on any Interest
        Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be
        payable to the holder on the relevant regular record date by virtue of having
        been such holder, and such Defaulted Interest shall be paid by the Company
        to
        the Persons in whose names such Debt Securities (or their respective Predecessor
        Securities) are registered at the close of business on a special record date
        for
        the payment of such Defaulted Interest, which shall be fixed in the following
        manner: the Company shall notify the Trustee in writing of the amount of
        Defaulted Interest proposed to be paid on each such Debt Security and the
        date
        of the proposed payment, and at the same time the Company shall deposit with
        the
        Trustee an amount of money equal to the aggregate amount proposed to be paid
        in
        respect of such Defaulted Interest or shall make arrangements reasonably
        satisfactory to the Trustee for such deposit prior to the date of the proposed
        payment, such money when deposited to be held in trust for the benefit of
        the
        Persons entitled to such Defaulted Interest as provided in this paragraph.
        Thereupon the Trustee shall fix a special record date for the payment of
        such
        Defaulted Interest, which shall not be more than fifteen nor less than ten
        days
        prior to the date of the proposed payment and not less than ten days after
        the
        receipt by the Trustee of the notice of the proposed payment. The Trustee
        shall
        promptly notify the Company of such special record date and, in the name
        and at
        the expense of the Company, shall cause notice of the proposed payment of
        such
        Defaulted Interest and the special record date therefor to be mailed, first
        class postage prepaid, to each Securityholder at his or her address as it
        appears in the Debt Security Register, not less than ten days prior to such
        special record date. Notice of the proposed payment of such Defaulted Interest
        and the special record date therefor having been mailed as aforesaid, such
        Defaulted Interest shall be paid to the Persons in whose names such Debt
        Securities (or their respective Predecessor Securities) are registered on
        such
        special record date and thereafter the Company shall have no further payment
        obligation in respect of the Defaulted Interest.
 
 15
 Any
        interest scheduled to become payable on an Interest Payment Date occurring
        during an Extension Period shall not be Defaulted Interest and shall be payable
        on such other date as may be specified in the terms of such Debt Securities.
 
 The
        term
“regular record date,” as used in this Section, shall mean the fifteenth day
        prior to the applicable Interest Payment Date, whether or not such day is
        a
        Business Day.
 
 Subject
        to the foregoing provisions of this Section, each Debt Security delivered
        under
        this Indenture upon registration of transfer of or in exchange for or in
        lieu of
        any other Debt Security shall carry the rights to interest accrued and unpaid,
        and to accrue, that were carried by such other Debt Security.
 
 Section
        2.09  Cancellation
        of Debt Securities Paid, etc.
 
 All
        Debt
        Securities surrendered for the purpose of payment, redemption, exchange or
        registration of transfer, shall, if surrendered to the Company or any Paying
        Agent, be surrendered to the Trustee and promptly canceled by it, or, if
        surrendered to the Trustee or any Authenticating Agent, shall be promptly
        canceled by it, and no Debt Securities shall be issued in lieu thereof except
        as
        expressly permitted by any of the provisions of this Indenture. All Debt
        Securities canceled by any Authenticating Agent shall be delivered to the
        Trustee. The Trustee shall destroy all canceled Debt Securities unless the
        Company otherwise directs the Trustee in writing, in which case the Trustee
        shall dispose of such Debt Securities as directed by the Company. If the
        Company
        shall acquire any of the Debt Securities, however, such acquisition shall
        not
        operate as a redemption or satisfaction of the indebtedness represented by
        such
        Debt Securities unless and until the same are surrendered to the Trustee
        for
        cancellation.
 
 Section
        2.10  Computation
        of Interest .
 
 The
        amount of interest payable for any Interest Period will be computed on the
        basis
        of a 360-day year consisting of twelve 30-day months.
 
 16
 Section
        2.11  Extension
        of Interest Payment Period .
 
 So
        long
        as no Event of Default pursuant to Sections 5.01(b), (e), (f), (g), (h) or
        (i)
        of this Indenture has occurred and is continuing, the Company shall have
        the
        right, from time to time and without causing an Event of Default, to defer
        payments of interest on the Debt Securities by extending the interest payment
        period on the Debt Securities at any time and from time to time during the
        term
        of the Debt Securities, for up to 20 consecutive quarterly periods (each
        such
        extended interest payment period, together with all previous and further
        consecutive extensions thereof, is referred to herein as an “Extension Period”).
        No Extension Period may end on a date other than an Interest Payment Date
        or
        extend beyond the Maturity Date, any Optional Redemption Date or the Special
        Redemption Date, as the case may be. During any Extension Period, interest
        will
        continue to accrue on the Debt Securities, and interest on such accrued interest
        (such accrued interest and interest thereon referred to herein as “Deferred
        Interest”) will accrue at an annual rate equal to the Interest Rate, compounded
        quarterly from the date such Deferred Interest would have been payable were
        it
        not for the Extension Period, to the extent permitted by applicable law.
        No
        interest or Deferred Interest (except any Additional Amounts that may be
        due and
        payable) shall be due and payable during an Extension Period, except at the
        end
        thereof At the end of any Extension Period, the Company shall pay all Deferred
        Interest then accrued and unpaid on the Debt Securities; provided , however ,
        that
        during any Extension Period, the Company shall be subject to the restrictions
        set forth in Section 3.08. Prior to the termination of any Extension Period,
        the
        Company may further extend such Extension Period, provided ,
        that no
        Extension Period (including all previous and further consecutive extensions
        that
        are part of such Extension Period) shall exceed 20 consecutive quarterly
        periods. Upon the termination of any Extension Period and upon the payment
        of
        all Deferred Interest, the Company may commence a new Extension Period, subject
        to the foregoing requirements. The Company must give the Trustee notice of
        its
        election to begin or extend an Extension Period no later than the close of
        business on the fifteenth Business Day prior to the applicable Interest Payment
        Date. The Trustee shall give notice of the Company’s election to begin or extend
        an Extension Period to the Securityholders, promptly after receipt of notice
        from the Company of its election to begin or extend an Extension
        Period.
 
 Section
        2.12  CUSIP
        Numbers .
 
 The
        Company in issuing the Debt Securities may use a “CUSIP” number (if then
        generally in use), and, if so, the Trustee shall use a “CUSIP” number in notices
        of redemption as a convenience to Securityholders; provided ,
        that
        any such notice may state that no representation is made as to the correctness
        of such number either as printed on the Debt Securities or as contained in
        any
        notice of a redemption and that reliance may be placed only on the other
        identification numbers printed on the Debt Securities, and any such redemption
        shall not be affected by any defect in or omission of such numbers. The Company
        will promptly notify the Trustee in writing of any change in the CUSIP
        number.
 
 Section
        2.13  Global
        Debentures .
 
 (a)  Upon
        the
        election of an owner of beneficial interests in outstanding Debt Securities,
        the
        Debt Securities owned by such beneficial owner shall be issued in the form
        of
        one or more Global Debentures. Each Global Debenture issued under this Indenture
        shall be registered in the name of the Depositary designated by the Company
        for
        such Global Debenture or a nominee of such Depositary and delivered to such
        Depositary or a nominee thereof or custodian therefor, and each such Global
        Debenture shall constitute a single Debt Security for all purposes of this
        Indenture.
 
 17
 (b)  Notwithstanding
        any other provision in this Indenture, no Global Debenture may be exchanged
        in
        whole or in part for Debt Securities in certificated form, and no transfer
        of a
        Global Debenture in whole or in part may be, registered in the name of any
        Person other than the Depositary for such Global Debenture or a nominee thereof
        unless (i) such Depositary advises the Trustee and the Company in writing
        that such Depositary is no longer willing or able to properly discharge its
        responsibilities as Depositary with respect to such Global Debenture, and
        no
        qualified successor is appointed by the Company within ninety (90) days of
        receipt by the Company of such notice, (ii) such Depositary ceases to be a
        clearing agency registered under the Exchange Act and no successor is appointed
        by the Company within ninety (90) days after obtaining knowledge of such
        event
        or (iii) an Event of Default shall have occurred and be continuing. Upon
        obtaining knowledge of the occurrence of any event specified in clause (i),
        (ii)
        or (iii) above, the Trustee shall notify the Depositary and instruct the
        Depositary to notify all owners of beneficial interests in such Global Debenture
        of the occurrence of such event and of the availability of Debt Securities
        in
        certificated form to such beneficial owners requesting the same. Upon the
        issuance of such Debt Securities in certificated form and the registration
        in
        the Debt Security Register of such Debt Securities in the names of the holders
        thereof, the Trustee shall recognize such holders as holders of Debt Securities
        for all purposes of this Indenture and the Debt Securities.
 
 (c)  If
        any
        Global Debenture is to be exchanged for Debt Securities in certificated form
        or
        canceled in part, or if a Debt Security in certificated form is to be exchanged
        in whole or in part for a beneficial interest in any Global Debenture, then
        either (i) such Global Debenture shall be so surrendered for exchange or
        cancellation as provided herein or (ii) the principal amount thereof shall
        be reduced or increased, subject to Section 2.03, by an amount equal to the
        portion thereof to be so exchanged or canceled, or equal to the principal
        amount
        of such Debt Security to be so exchanged for a beneficial interest therein,
        as
        the case may be, by means of an appropriate adjustment made on the records
        of
        the Debt Security registrar, whereupon the Trustee, in accordance with the
        Applicable 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 Debenture by the Depositary,
        accompanied by registration instructions, the Company shall execute and the
        Trustee shall authenticate and deliver Debt Securities issuable in exchange
        for
        such Global Debenture (or any portion thereof) in accordance with the
        instructions of the Depositary. The Trustee may conclusively rely on, and
        shall
        be fully protected in relying on, such instructions.
 
 (d)  Every
        Debt Security authenticated and delivered upon registration of transfer of,
        or
        in exchange for or in lieu of, a Global Debenture or any portion thereof
        shall
        be authenticated and delivered in the form of, and shall be, a Global Debenture,
        unless such Debt Security is registered in the name of a Person other than
        the
        Depositary for such Global Debenture or a nominee thereof.
 
 18
 (e)  Debt
        Securities distributed to holders of Book-Entry Capital Securities (as defined
        in the Declaration) upon the dissolution of the Trust shall be distributed
        in
        the form of one or more Global Debentures registered in the name of the
        Depositary or its nominee, and deposited with the Debt Securities registrar,
        as
        custodian for such Depositary, or with such Depositary, for credit by the
        Depositary to the owners of beneficial interests in such Book-Entry Capital
        Securities. Debt Securities distributed to holders of Capital Securities
        in
        certificated form upon the dissolution of the Trust shall be issued in
        certificated form.
 
 (f)  The
        Depositary or its nominee, as the registered owner of a Global Debenture,
        shall
        be the holder of such Global Debenture for all purposes under this Indenture
        and
        the Debt Securities, and owners of beneficial interests in a Global Debenture
        shall hold such interests pursuant to the Applicable Depositary Procedures.
        Accordingly, any such owner’s beneficial interest in a Global Debenture shall be
        shown only on, and the transfer of such interest shall be effected only through,
        records maintained by the Depositary or its nominee or its Depositary
        Participants. The Debt Securities registrar and the Trustee shall be entitled
        to
        deal with the Depositary for all purposes of this Indenture relating to a
        Global
        Debenture as the sole holder of the Debt Security and shall have no obligation
        to any beneficial owner of a Global Debenture. Neither the Trustee nor the
        Debt
        Securities registrar shall have any liability in respect of any transfers
        affected by the Depositary or its Depositary Participants.
 
 (g)  The
        rights of owners of beneficial interests in a Global Debenture shall be
        exercised only through the Depositary and shall be limited to those established
        by law and agreements between such owners and the Depositary and/or its
        Depositary Participants.
 
 (h)  No
        owner
        of any beneficial interest in any Global Debenture shall have any rights
        under
        this Indenture with respect to such Global Debenture, and the Depositary
        may be
        treated by the Company, the Trustee and any agent of the Company or the Trustee
        as the owner and holder of such Global Debenture for all purposes under the
        Indenture. 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
        in a
        Global Debenture or maintaining, supervising or reviewing any records relating
        to such beneficial ownership interests. Notwithstanding the foregoing, nothing
        herein shall prevent the Company, the Trustee or any agent of the Company
        or the
        Trustee from giving effect to any written certification, proxy or other
        authorization furnished by the Depositary or impair, as between the Depositary
        and such beneficial owners, the operation of customary practices governing
        the
        exercise of the rights of the Depositary or its nominee as holder of any
        Debt
        Security.
 
 (i)  Global
        Debentures shall bear the following legend on the face thereof:
 
 **THIS
        SECURITY IS A GLOBAL DEBENTURE 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 COMPANY 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 IS REQUESTED BY AN AUTHORIZED
        REPRESENTATIVE OF DTC (AND ANY PAYMENT 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.**
 
 19
 **ARTICLE
        III**
 **PARTICULAR
        COVENANTS OF THE COMPANY**
 
 Section
        3.01  Payment
        of Principal, Premium and Interest; Agreed Treatment of the Debt
        Securities .
 
 (a)  The
        Company covenants and agrees that it will duly and punctually pay or cause
        to be
        paid all payments due in respect of the Debt Securities at the place, at
        the
        respective times and in the manner provided in this Indenture and the Debt
        Securities. Payment of the principal of and premium, if any, and interest
        on the
        Debt Securities due on the Maturity Date, any Optional Redemption Date or
        the
        Special Redemption Date, as the case may be, will be made by the Company
        in
        immediately available funds against presentation and surrender of such Debt
        Securities. At the option of the Company, each installment of interest on
        the
        Debt Securities due on an Interest Payment Date other than the Maturity Date,
        any Optional Redemption Date or the Special Redemption Date, as the case
        may be,
        may be paid (i) by mailing checks for such interest payable to the order of
        the holders of Debt Securities entitled thereto as they appear on the Debt
        Security Register or (ii) by wire transfer of immediately available funds
        to any account with a banking institution located in the United States
        designated by such holders to the Paying Agent no later than the related
        record
        date. Notwithstanding anything to the contrary contained in this Indenture
        or
        any Debt Security, if the Trust or the trustee of the Trust is the holder
        of any
        Debt Security, then all payments in respect of such Debt Security shall be
        made
        by the Company in immediately available funds when due.
 
 (b)  The
        Company will treat the Debt Securities as indebtedness, and the interest
        payable
        in respect of such Debt Securities (including any Additional Amounts) as
        interest, for all U.S. federal income tax purposes. All payments in respect
        of
        such Debt Securities will be made free and clear of U.S. withholding tax
        provided, that (i) any beneficial owner thereof that is a “United States
        person” within the meaning of Section 7701 (a)(30) of the Code (A) has
        provided an Internal Revenue Service Form W-9 (or any substitute or successor
        form) in the manner required establishing its status as a “United States person”
for U.S. federal income tax purposes, and 03) the Internal Revenue Service
        has
        neither notified the Issuer that the taxpayer identification number furnished
        by
        such beneficial owner is incorrect nor notified the Issuer that there is
        underreporting by such beneficial owner, and (ii) any beneficial owner
        thereof that is not a “United States person” within the meaning of Section
        7701(a)(30) of the Code has provided an Internal Revenue Service Form W-8
        BEN,
        Internal Revenue Service Form W-8ECI, or Internal Revenue Service Form W-8EXP,
        as applicable (or any substitute or successor form) in the manner required
        establishing its non-U. S. status for U.S. federal income tax
        purposes.
 
 20
 (c)  As
        of the
        date of this Indenture, the Company represents that it has no intention to
        exercise its right under Section 2.11 to defer payments of interest on the
        Debt
        Securities by commencing an Extension Period.
 
 (d)  As
        of the
        date of this Indenture, the Company represents that the likelihood that it
        would
        exercise its right under Section 2.11 to defer payments of interest on the
        Debt
        Securities by commencing an Extension Period at any time during which the
        Debt
        Securities are outstanding is remote because of the restrictions that would
        be
        imposed on the Company’s ability to declare or pay dividends or distributions
        on, or to redeem, purchase or make a liquidation payment with respect to,
        any of
        its outstanding equity and on the Company’ s ability to make any payments of
        principal of or premium, if any, or interest on, or repurchase or redeem,
        any of
        its debt securities that rank *pari
        passu* in all
        respects with or junior in interest to the Debt Securities.
 
 Section
        3.02  Offices
        for Notices and Payments, etc.
 
 So
        long
        as any of the Debt Securities remain outstanding, the Company will maintain
        in
        Wilmington, Delaware or in Annapolis, Maryland an office or agency where
        the
        Debt Securities may be presented for payment, an office or agency where the
        Debt
        Securities may be presented for registration of transfer and for exchange
        as
        provided in this Indenture and an office or agency where notices and demands
        to
        or upon the Company in respect of the Debt Securities or of this Indenture
        may
        be served. The Company will give to the Trustee written notice of the location
        of any such office or agency and of any change of location thereof Until
        otherwise designated from time to time by the Company in a notice to the
        Trustee, or specified as contemplated by Section 2.05, such office or
        agency for all of the above purposes shall be the Principal Office of the
        Trustee. In case the Company shall fail to maintain any such office or agency
        in
        Wilmington, Delaware or in Annapolis, Maryland, or shall fail to give such
        notice of the location or of any change in the location thereof, presentations
        and demands may be made and notices may be served at the Principal Office
        of the
        Trustee.
 
 In
        addition to any such office or agency, the Company may from time to time
        designate one or more offices or agencies outside Wilmington, Delaware or
        Annapolis, Maryland where the Debt Securities may be presented for registration
        of transfer and for exchange in the manner provided in this Indenture, and
        the
        Company may from time to time rescind such designation, as the Company may
        deem
        desirable or expedient; provided , however ,
        that no
        such designation or rescission shall in any manner relieve the Company of
        its
        obligation to maintain any such office or agency in Wilmington, Delaware
        or in
        Annapolis, Maryland for the purposes above mentioned. The Company will give
        to
        the Trustee prompt written notice of any such designation or rescission
        thereof.
 
 21
 Section
        3.03  Appointments
        to Fill Vacancies in Trustee’s Office .
 
 The
        Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
        will appoint, in the manner provided in Section 6.09, a Trustee, so that
        there
        shall at all times be a Trustee hereunder.
 
 Section
        3.04  Provision
        as to Paying Agent .
 
 (a)  If
        the
        Company shall appoint a Paying Agent other than the Trustee, it will cause
        such
        Paying Agent to execute and deliver to the Trustee an instrument in which
        such
        agent shall agree with the Trustee, subject to the provision of this Section
        3.04,
 
 (i)  that
        it
        will hold all sums held by it as such agent for the payment of all payments
        due
        on the Debt Securities (whether such sums have been paid to it by the Company
        or
        by any other obligor on the Debt Securities) in trust for the benefit of
        the
        holders of the Debt Securities;
 
 (ii)  that
        it
        will give the Trustee prompt written notice of any failure by the Company
        (or by
        any other obligor on the Debt Securities) to make any payment on the Debt
        Securities when the same shall be due and payable; and
 
 (iii)  that
        it
        will, at any time during the continuance of any Event of Default, upon the
        written request of the Trustee, forthwith pay to the Trustee all sums so
        held in
        trust by such Paying Agent.
 
 (b)  If
        the
        Company shall act as its own Paying Agent, it will, on or before each due
        date
        of the payments due on the Debt Securities, set aside, segregate and hold
        in
        trust for the benefit of the holders of the Debt Securities a sum sufficient
        to
        make such payments so becoming due and will notify the Trustee in writing
        of any
        failure to take such action and of any failure by the Company (or by any
        other
        obligor under the Debt Securities) to make any payment on the Debt Securities
        when the same shall become due and payable.
 
 Whenever
        the Company shall have one or more Paying Agents for the Debt Securities,
        it
        will, on or prior to each due date of the payments on the Debt Securities,
        deposit with a Paying Agent a sum sufficient to pay all payments so becoming
        due, such sum to be held in trust for the benefit of the Persons entitled
        thereto and (unless such Paying Agent is the Trustee) the Company shall promptly
        notify the Trustee in writing of its action or failure to act.
 
 (c)  Anything
        in this Section 3.04 to the contrary notwithstanding, the Company may, at
        any
        time, for the purpose of obtaining a satisfaction and discharge with respect
        to
        the Debt Securities, or for any other reason, pay, or direct any Paying Agent
        to
        pay, to the Trustee all sums held in trust by the Company or any such Paying
        Agent, such sums to be held by the Trustee upon the same terms and conditions
        herein contained.
 
 22
 (d)  Anything
        in this Section 3.04 to the contrary notwithstanding, the agreement to hold
        sums
        in trust as provided in this Section 3.04 is subject to Sections 12.03 and
        12.04.
 
 (e)  The
        Company hereby initially appoints the Trustee to act as paying agent for
        the
        Debt Securities (the “Paying Agent”).
 
 Section
        3.05  Certificate
        to Trustee .
 
 The
        Company will deliver to the Trustee on or before 120 days after the end of
        each
        fiscal year, so long as Debt Securities are outstanding hereunder, a
        Certificate, substantially in the form of Exhibit B attached hereto, stating
        that in the course of the performance by the signers of their duties as officers
        of the Company they would normally have knowledge of any default by the Company
        in the performance of any covenants of the Company contained herein, stating
        whether or not they have knowledge of any such default and, if so, specifying
        each such default of which the signers have knowledge and the nature
        thereof.
 
 Section
        3.06  Additional
        Amounts .
 
 If
        and
        for so long as the Trust is the holder of all Debt Securities and is subject
        to
        or otherwise required to pay (or is required to withhold from distributions
        to
        holders of Trust Securities) any additional taxes (including withholding
        taxes),
        duties, assessments or other governmental charges as a result of a Tax Event,
        the Company will pay such additional amounts (the “Additional Amounts”) on the
        Debt Securities or the Trust Securities, as the case may be, as shall be
        required so that the net amounts received and retained by the holders of
        Debt
        Securities or Trust Securities, as the case may be, after payment of all
        taxes
        (including withholding taxes), duties, assessments or other governmental
        charges, will be equal to the amounts that such holders would have received
        and
        retained had no such taxes (including withholding taxes), duties, assessments
        or
        other governmental charges been imposed.
 
 Whenever
        in this Indenture or the Debt Securities there is a reference in any context
        to
        the payment of principal of or premium, if any, or interest on the Debt
        Securities, such mention shall be deemed to include mention of payments of
        the
        Additional Amounts provided for in this Section to the extent that, in such
        context, Additional Amounts are, were or would be payable in respect thereof
        pursuant to the provisions of this Section and express mention of the payment
        of
        Additional Amounts (if applicable) in any provisions hereof shall not be
        construed as excluding Additional Amounts in those provisions hereof where
        such
        express mention is not made, provided , however ,
        that,
        notwithstanding anything to the contrary contained in this Indenture or any
        Debt
        Security, the deferral of the payment of interest during an Extension Period
        pursuant to Section 2.11 shall not defer the payment of any Additional Amounts
        that may be due and payable.
 
 23
 Section
        3.07  Compliance
        with Consolidation Provisions .
 
 The
        Company will not, while any of the Debt Securities remain outstanding,
        consolidate with, or merge into, any other Person, or merge into itself,
        or
        sell, convey, transfer or otherwise dispose of all or substantially all of
        its
        property or capital stock to any other Person unless the provisions of Article
        XI hereof are complied with.
 
 Section
        3.08  Limitation
        on Dividends .
 
 If
        (i) there shall have occurred and be continuing a Default or an Event of
        Default, (ii) the Company shall be in default with respect to its payment
        of any obligations under the Capital Securities Guarantee or (iii) the
        Company shall have given notice of its election to defer payments of interest
        on
        the Debt Securities by extending the interest payment period as provided
        herein
        and such period, or any extension thereof, shall have commenced and be
        continuing, then the Company may not (A) declare or pay any dividends or
        distributions on, or redeem, purchase, acquire, or make a liquidation payment
        with respect to, any of the Company’s capital stock, (B) make any payment
        of principal of or premium, if any, or interest on or repay, repurchase or
        redeem any debt securities of the Company that rank *pari
        passu* in all
        respects with or junior in interest to the Debt Securities or (C) make any
        payment under any guarantees of the Company that rank *pari
        passu* in all
        respects with or junior in interest to the Capital Securities Guarantee (other
        than (a) repurchases, redemptions or other acquisitions of shares of
        capital stock of the Company (I) in connection with any employment
        contract, benefit plan or other similar arrangement with or for the benefit
        of
        one or more employees, officers, directors or consultants, (II) in
        connection with a dividend reinvestment or stockholder stock purchase plan
        or
        (III) in connection with the issuance of capital stock of the Company (or
        securities convertible into or exercisable for such capital stock) as
        consideration in an acquisition transaction entered into prior to the occurrence
        of (i), (ii) or (iii) above, (b) as a result of any exchange or conversion
        of any class or series of the Company’s capital stock (or any capital stock of a
        subsidiary of the Company) for any class or series of the Company’s capital
        stock or of any class or series of the Company’s indebtedness for any class or
        series of the Company’s capital stock, (c) the purchase of fractional
        interests in shares of the Company’s capital stock pursuant to the conversion or
        exchange provisions of such capital stock or the security being converted
        or
        exchanged, (d) any declaration of a dividend in connection with any
        stockholder’s rights plan, or the issuance of rights, stock or other property
        under any stockholder’s rights plan, or the redemption or repurchase of rights
        pursuant thereto or (e) any dividend in the form of stock, warrants,
        options or other rights where the dividend stock or the stock issuable upon
        exercise of such warrants, options or other rights is the same stock as that
        on
        which the dividend is being paid or ranks *pari
        passu* with or
        junior in interest to such stock).
 
 Section
        3.09  Covenants
        as to the Trust .
 
 For
        so
        long as such Trust Securities remain outstanding, the Company shall maintain
        100% ownership of the Common Securities; provided , however, that any
        permitted successor of the Company under this Indenture may succeed to the
        Company’s ownership of such Common Securities. The Company, as owner of the
        Common Securities, shall use commercially reasonable efforts to cause the
        Trust
        (a) to remain a statutory trust, except in connection with a distribution
        of Debt Securities to the holders of Trust Securities in liquidation of the
        Trust, the redemption of all of the Trust Securities or mergers, consolidations
        or amalgamations, each as permitted by the Declaration, (b) to otherwise
        continue to be classified as a grantor trust for United States federal income
        tax purposes and (c) to cause each holder of Trust Securities to be treated
        as owning an undivided beneficial interest in the Debt Securities.
 
 24
 **ARTICLE
        IV**
 **LISTS**
 
 Section
        4.01  Securityholders’
        Lists .
 
 The
        Company covenants and agrees that it will furnish or cause to be furnished
        to
        the Trustee:
 
 (a)  on
        each
        regular record date for an Interest Payment Date, a list, in such form as
        the
        Trustee may reasonably require, of the names and addresses of the
        Securityholders of the Debt Securities as of such record date; and
 
 (b)  at
        such
        other times as the Trustee may request in writing, within 30 days after the
        receipt by the Company of any such request, a list of similar form and content
        as of a date not more than 15 days prior to the time such list is furnished;
        except that no such lists need be furnished under this Section 4.01 so long
        as
        the Trustee is in possession thereof by reason of its acting as Debt Security
        registrar.
 
 Section
        4.02  Preservation
        and Disclosure of Lists .
 
 (a)  The
        Trustee shall preserve, in as current a form as is reasonably practicable,
        all
        information as to the names and addresses of the holders of Debt Securities
        (1) contained in the most recent list furnished to it as provided in
        Section 4.01 or (2) received by it in the capacity of Debt Securities
        registrar (if so acting) hereunder. The Trustee may destroy any list furnished
        to it as provided in Section 4.01 upon receipt of a new list so
        furnished.
 
 (b)  In
        case
        three or more holders of Debt Securities (hereinafter referred to as
“applicants”) apply in writing to the Trustee and furnish to the Trustee
        reasonable proof that each such applicant has owned a Debt Security for a
        period
        of at least six months preceding the date of such application, and such
        application states that the applicants desire to communicate with other holders
        of Debt Securities with respect to their rights under this Indenture or under
        such Debt Securities and is accompanied by a copy of the form of proxy or
        other
        communication which such applicants propose to transmit, then the Trustee
        shall
        within five Business Days after the receipt of such application, at its
        election, either:
 
 (i)  afford
        such applicants access to the information preserved at the time by the Trustee
        in accordance with the provisions of subsection (a) of this Section 4.02,
        or
 
 (ii)  inform
        such applicants as to the approximate number of holders of Debt Securities
        whose
        names and addresses appear in the information preserved at the time by the
        Trustee in accordance with the provisions of subsection (a) of this Section
        4.02, and as to the approximate cost of mailing to such Securityholders the
        form
        of proxy or other communication, if any, specified in such
        application.
 
 25
 If
        the
        Trustee shall elect not to afford such applicants access to such information,
        the Trustee shall, upon the written request of such applicants, mail to each
        Securityholder of Debt Securities whose name and address appear in the
        information preserved at the time by the Trustee in accordance with the
        provisions of subsection (a) of this Section 4.02 a copy of the form of proxy
        or
        other communication which is specified in such request with reasonable
        promptness after a tender to the Trustee of the material to be mailed and
        of
        payment, or provision for the payment, of the reasonable expenses of mailing,
        unless within five days after such tender, the Trustee shall mail to such
        applicants and file with the Securities and Exchange Commission, if permitted
        or
        required by applicable law, together with a copy of the material to be mailed,
        a
        written statement to the effect that, in the opinion of the Trustee, such
        mailing would be contrary to the best interests of the holders of all Debt
        Securities, as the case may be, or would be in violation of applicable law.
        Such
        written statement shall specify the basis of such opinion. If said Commission,
        as permitted or required by applicable law, after opportunity for a hearing
        upon
        the objections specified in the written statement so filed, shall enter an
        order
        refusing to sustain any of such objections or if, after the entry of an order
        sustaining one or more of such objections, said Commission shall find, after
        notice and opportunity for hearing, that all the objections so sustained
        have
        been met and shall enter an order so declaring, the Trustee shall mail copies
        of
        such material to all such Securityholders with reasonable promptness after
        the
        entry of such order and the renewal of such tender; otherwise the Trustee
        shall
        be relieved of any obligation or duty to such applicants respecting their
        application.
 
 (c)  Each
        and
        every holder of Debt Securities, by receiving and holding the same, agrees
        with
        the Company and the Trustee that none of the Company, the Trustee or any
        Paying
        Agent shall be held accountable by reason of the disclosure of any such
        information as to the names and addresses of the holders of Debt Securities
        in
        accordance with the provisions of subsection (b) of this Section 4.02,
        regardless of the source from which such information was derived, and that
        the
        Trustee shall not be held accountable by reason of mailing any material pursuant
        to a request made under said subsection (b).
 
 Section
        4.03  Financial
        and Other Information .
 
 (a)  The
        Company shall deliver, by hardcopy or electronic transmission, to each
        Securityholder (i) each Report on Form 10-KSB (or 10-K, if applicable) and
        Form 10-QSB (or 10-Q, if applicable), if any, prepared by the Company and
        filed
        with the Securities and Exchange Commission in accordance with the Exchange
        Act
        within 10 Business Days after the filing thereof or (ii) if the Company is
        (a) not then subject to Section 13 or 15(d) of the Exchange Act (a “Private
        Entity”) or (b) exempt from reporting pursuant to Rule 12g3-2(b)
        thereunder, the information required by Rule 144A(d)(4) under the Securities
        Act. Notwithstanding the foregoing, so long as a Holder of the Debt Securities
        is Sandier O’Neill & Partners, L.P. or an entity that holds a pool of trust
        preferred securities and/or debt securities as collateral for its securities
        or
        a trustee thereof, and the Company is (i) a Private Entity that, on the
        date of original issuance of the Debt Securities, is required to provide
        audited
        consolidated financial statements to its primary regulatory authority,
        (ii) a Private Entity that, on the date of original issuance of the Debt
        Securities, is not required to provide audited consolidated financial statements
        to its primary regulatory authority but subsequently becomes subject to the
        audited consolidated financial statement reporting requirements of that
        regulatory authority or (iii) subject to Section 13 or 15(d) of the
        Exchange Act on the date of original issuance of the Debt Securities or becomes
        so subject after the date hereof but subsequently becomes a Private Entity,
        then, within 90 days after the end of each fiscal year, beginning with the
        fiscal year in which the Debt Securities were originally issued if the Company
        was then subject to (x) Section 13 or 15(d) of the Exchange Act or
        (y) audited consolidated financial statement reporting requirements of its
        primary regulatory authority or, otherwise, the earliest fiscal year in which
        the Company becomes subject to (1) Section 13 or 15(d) of the Exchange Act
        or (2) the audited consolidated financial statement reporting requirements
        of its primary regulatory authority, the Company shall deliver, by hardcopy
        or
        electronic transmission, to each Securityholder, unless otherwise provided
        pursuant to the preceding sentence, (A) a copy of the Company’s audited
        consolidated financial statements (including balance sheet and income statement)
        covering the related annual period and (B) the report of the independent
        accountants with respect to such financial statements. In addition to the
        foregoing, the Company shall deliver to each Securityholder within 30 days
        after
        the end of the fiscal year of the Company, Form 1099 or such other annual
        U.S.
        federal income tax information statement required by the Code containing
        such
        information with regard to the Debt Securities held by such holder as is
        required by the Code and the income tax regulations of the U.S. Treasury
        thereunder.
 
 26
 (b)  If
        and so
        long as the Holder of the Debt Securities is Sandler O’Neill & Partners,
        L.P. or an entity that holds a pool of trust preferred securities and/or
        debt
        securities or a trustee thereof, the Company will cause copies of its reports
        on
        Forms FR Y-6, FR Y-9C and FR Y-9LP to be delivered to such Holder promptly
        following their filing with the Federal Reserve.
 
 **ARTICLE
        V**
 **REMEDIES
        OF THE TRUSTEE AND SECURITYHOLDERS**
 
 Section
        5.01  Events
        of Default .
 
 The
        following events shall be “Events of Default” with respect to Debt
        Securities:
 
 (a)  the
        Company defaults in the payment of any interest upon any Debt Security when
        it
        becomes due and payable, and continuance of such default for a period of
        30
        days; for the avoidance of doubt, an extension of any interest payment period
        by
        the Company in accordance with Section 2.11 of this Indenture shall not
        constitute a default under this clause 5.01(a); or
 
 (b)  the
        Company defaults in the payment of any interest upon any Debt Security,
        including any Additional Amounts in respect thereof, following the nonpayment
        of
        any such interest for twenty or more consecutive Interest Periods; or
 
 (c)  the
        Company defaults in the payment of all or any part of the principal of (or
        premium, if any, on) any Debt Securities as and when the same shall become
        due
        and payable, whether at maturity, upon redemption, by acceleration of maturity
        pursuant to Section 5.01 of this Indenture or otherwise; or
 
 27
 (d)  the
        Company defaults in the performance of, or breaches, any of its covenants
        or
        agreements in Sections 3.06, 3.07, 3.08 or 3.09 of this Indenture (other
        than a
        covenant or agreement a default in whose performance or whose breach is
        elsewhere in this Section specifically dealt with), and continuance of such
        default or breach for a period of 90 days after there has been given, by
        registered or certified mail, to the Company by the Trustee or to the Company
        and the Trustee by the holders of not less than 25% in aggregate principal
        amount of the outstanding Debt Securities, a written notice specifying such
        default or breach and requiring it to be remedied and stating that such notice
        is a “Notice of Default” hereunder; or
 
 (e)  a
        court
        having jurisdiction in the premises shall enter a decree or order for relief
        in
        respect of the Company in an involuntary case under any applicable bankruptcy,
        insolvency or other similar law now or hereafter in effect, or appoints a
        receiver, liquidator, assignee, custodian, trustee, sequestrator or other
        similar official of the Company or for any substantial part of its property,
        or
        orders the winding-up or liquidation of its affairs and such decree, appointment
        or order shall remain unstayed and in effect for a period of 90 consecutive
        days; or
 
 (f)  the
        Company shall commence a voluntary case under any applicable bankruptcy,
        insolvency or other similar law now or hereafter in effect, shall consent
        to the
        entry of an order for relief in an involuntary case under any such law, or
        shall
        consent to the appointment of or taking possession by a receiver, liquidator,
        assignee, trustee, custodian, sequestrator or other similar official of the
        Company or of any substantial part of its property, or shall make any general
        assignment for the benefit of creditors, or shall fail generally to pay its
        debts as they become due; or
 
 (g)  a
        court
        or administrative or governmental agency or body shall enter a decree or
        order
        for the appointment of a receiver of a Major Depository Institution Subsidiary
        or all or substantially all of its property in any liquidation, insolvency
        or
        similar proceeding with respect to such Major Depository Institution Subsidiary
        or all or substantially all of its property; or
 
 (h)  a
        Major
        Depository Institution 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 with respect to it or all or substantially
        all
        of its property; or
 
 (i)  the
        Trust
        shall have voluntarily or involuntarily liquidated, dissolved, wound-up its
        business or otherwise terminated its existence except in connection with
        (1) the distribution of the Debt Securities to holders of the Trust
        Securities in liquidation of their interests in the Trust, (2) the
        redemption of all of the outstanding Trust Securities or (3) mergers,
        consolidations or amalgamations, each as permitted by the Declaration.
 
 If
        an
        Event of Default specified under clause (b) of this Section 5.01 occurs and
        is
        continuing with respect to the Debt Securities, then, in each and every such
        case, either the Trustee or the holders of not less than 25% in aggregate
        principal amount of the Debt Securities then outstanding hereunder, by notice
        in
        writing to the Company (and to the Trustee if given by Securityholders),
        may
        declare the entire principal of the Debt Securities and any premium and interest
        accrued, but unpaid, thereon to be due and payable immediately, and upon
        any
        such declaration the same shall become immediately due and payable. If an
        Event
        of Default specified under clause (e), (f), (g), (h) or (i) of this Section
        5.01
        occurs, then, in each and every such case, the entire principal amount of
        the
        Debt Securities and any premium and interest accrued, but unpaid, thereon
        shall
        ipso facto become immediately due and payable without further
        action.
 
 28
 The
        foregoing provisions, however, are subject to the condition that if, at any
        time
        after the principal of the Debt Securities shall have become due by
        acceleration, and before any judgment or decree for the payment of the moneys
        due shall have been obtained or entered as hereinafter provided, (i) the
        Company shall pay or shall deposit with the Trustee a sum sufficient to pay
        all
        matured installments of interest upon all the Debt Securities and all payments
        on the Debt Securities which shall have become due otherwise than by
        acceleration (with interest upon all such payments and Deferred Interest,
        to the
        extent permitted by law) and such amount as shall be sufficient to cover
        reasonable compensation to the Trustee and each predecessor Trustee, their
        respective agents, attorneys and counsel, and all other amounts due to the
        Trustee pursuant to Section 6.06, if any, and (ii) all Events of Default
        under this Indenture, other than the nonpayment of the payments in respect
        of
        Debt Securities which shall have become due by acceleration, shall have been
        cured, waived or otherwise remedied as provided herein, then, in each and
        every
        such case, the holders of a majority in aggregate principal amount of the
        Debt
        Securities then outstanding, by written notice to the Company and to the
        Trustee, may waive all defaults and rescind and annul such acceleration and
        its
        consequences, but no such waiver or rescission and annulment shall extend
        to or
        shall affect any subsequent default or shall impair any right consequent
        thereon; provided , however ,
        that if
        the Debt Securities are held by the Trust or a trustee of the Trust, such
        waiver
        or rescission and annulment shall not be effective until the holders of a
        majority in aggregate liquidation amount of the outstanding Capital Securities
        of the Trust shall have consented to such waiver or rescission and
        annulment.
 
 In
        case
        the Trustee shall have proceeded to enforce any right under this Indenture
        and
        such proceedings shall have been discontinued or abandoned because of such
        rescission or annulment or for any other reason or shall have been determined
        adversely to the Trustee, then and in every such case the Company, the Trustee
        and the holders of the Debt Securities shall be restored respectively to
        their
        several positions and rights hereunder, and all rights, remedies and powers
        of
        the Company, the Trustee and the holders of the Debt Securities shall continue
        as though no such proceeding had been taken.
 
 Section
        5.02  Payment
        of Debt Securities on Default; Suit Therefor .
 
 The
        Company covenants that upon the occurrence of an Event of Default pursuant
        to
        clause (b) of Section 5.01 and upon demand of the Trustee, the Company will
        pay
        to the Trustee, for the benefit of the holders of the Debt Securities, the
        whole
        amount that then shall have become due and payable on all Debt Securities,
        including Deferred Interest accrued on the Debt Securities; and, in addition
        thereto, such further amount as shall be sufficient to cover the costs and
        expenses of collection, including a reasonable compensation to the Trustee,
        its
        agents, attorneys and counsel, and any other amounts due to the Trustee under
        Section 6.06. In case the Company shall fail forthwith to pay such amounts
        upon
        such demand, the Trustee, in its own name and as trustee of an express trust,
        shall be entitled and empowered to institute any actions or proceedings at
        law
        or in equity for the collection of the sums so due and unpaid, and may prosecute
        any such action or proceeding to judgment or final decree, and may enforce
        any
        such judgment or final decree against the Company or any other obligor on
        such
        Debt Securities and collect in the manner provided by law out of the property
        of
        the Company or any other obligor on such Debt Securities wherever situated
        the
        moneys adjudged or decreed to be payable.
 
 29
 In
        case
        there shall be pending proceedings for the bankruptcy or for the reorganization
        of the Company or any other obligor on the Debt Securities under Bankruptcy
        Law,
        or in case a receiver or trustee shall have been appointed for the property
        of
        the Company or such other obligor, or in the case of any other similar judicial
        proceedings relative to the Company or other obligor upon the Debt Securities,
        or to the creditors or property of the Company or such other obligor, the
        Trustee, irrespective of whether the principal of the Debt Securities shall
        then
        be due and payable as therein expressed or by acceleration or otherwise and
        irrespective of whether the Trustee shall have made any demand pursuant to
        the
        provisions of this Section 5.02, shall be entitled and empowered, by
        intervention in such proceedings or otherwise, to file and prove a claim
        or
        claims for the whole amount of principal and interest owing and unpaid in
        respect of the Debt Securities and, in case of any judicial proceedings,
        to file
        such proofs of claim and other papers or documents as may be necessary or
        advisable in order to have the claims of the Trustee (including any claim
        for
        reasonable compensation to the Trustee and each predecessor Trustee, and
        their
        respective agents, attorneys and counsel, and for reimbursement of all other
        amounts due to the Trustee under Section 6.06) and of the Securityholders
        allowed in such judicial proceedings relative to the Company or any other
        obligor on the Debt Securities, or to the creditors or property of the Company
        or such other obligor, unless prohibited by applicable law and regulations,
        to
        vote on behalf of the holders of the Debt Securities in any election of a
        trustee or a standby trustee in arrangement, reorganization, liquidation
        or
        other bankruptcy or insolvency proceedings or Person performing similar
        functions in comparable proceedings, and to collect and receive any moneys
        or
        other property payable or deliverable on any such claims, and to distribute
        the
        same after the deduction of its charges and expenses; and any receiver, assignee
        or trustee in bankruptcy or reorganization is hereby authorized by each of
        the
        Securityholders to make such payments to the Trustee, and, in the event that
        the
        Trustee shall consent to the making of such payments directly to the
        Securityholders, to pay to the Trustee such amounts as shall be sufficient
        to
        cover reasonable compensation to the Trustee, each predecessor Trustee and
        their
        respective agents, attorneys and counsel, and all other amounts due to the
        Trustee under Section 6.06.
 
 Nothing
        herein contained shall be construed to authorize the Trustee to authorize
        or
        consent to or accept or adopt on behalf of any Securityholder any plan of
        reorganization, arrangement, adjustment or composition affecting the Debt
        Securities or the rights of any holder thereof or to authorize the Trustee
        to
        vote in respect of the claim of any Securityholder in any such
        proceeding.
 
 All
        rights of action and of asserting claims under this Indenture, or under any
        of
        the Debt Securities, may be enforced by the Trustee without the possession
        of
        any of the Debt Securities, or the production thereof at any trial or other
        proceeding relative thereto, and any such suit or proceeding instituted by
        the
        Trustee shall be brought in its own name as trustee of an express trust,
        and any
        recovery of judgment shall be for the ratable benefit of the holders of the
        Debt
        Securities.
 
 30
 In
        any
        proceedings brought by the Trustee (and also any proceedings involving the
        interpretation of any provision of this Indenture to which the Trustee shall
        be
        a party), the Trustee shall be held to represent all the holders of the Debt
        Securities, and it shall not be necessary to make any holders of the Debt
        Securities parties to any such proceedings.
 
 Section
        5.03  Application
        of Moneys Collected by Trustee .
 
 Any
        moneys collected by the Trustee shall be applied in the following order,
        at the
        date or dates fixed by the Trustee for the distribution of such moneys, upon
        presentation of the several Debt Securities in respect of which moneys have
        been
        collected, and stamping thereon the payment, if only partially paid, and
        upon
        surrender thereof if fully paid:
 
 First:
        To
        the payment of costs and expenses incurred by, and reasonable fees of, the
        Trustee, its agents, attorneys and counsel, and of all other amounts due
        to the
        Trustee under Section 6.06;
 
 Second:
        To the payment of all Senior Indebtedness of the Company if and to the extent
        required by Article XV;
 
 Third:
        To
        the payment of the amounts then due and unpaid upon Debt Securities, in respect
        of which or for the benefit of which money has been collected, ratably, without
        preference or priority of any kind, according to the amounts due upon such
        Debt
        Securities; and
 
 Fourth:
        The balance, if any, to the Company.
 
 Section
        5.04  Proceedings
        by Securityholders .
 
 No
        holder
        of any Debt Security shall have any right to institute any suit, action or
        proceeding for any remedy hereunder, unless such holder previously shall
        have
        given to the Trustee written notice of an Event of Default with respect to
        the
        Debt Securities and unless the holders of not less than 25% in aggregate
        principal amount of the Debt Securities then outstanding shall have given
        the
        Trustee a written request to institute such action, suit or proceeding and
        shall
        have offered to the Trustee such reasonable indemnity as it may require against
        the costs, expenses and liabilities to be incurred thereby, and the Trustee
        for
        60 days after its receipt of such notice, request and offer of indemnity
        shall
        have failed to institute any such action, suit or proceeding; provided ,
        that no
        holder of Debt Securities shall have any right to prejudice the rights of
        any
        other holder of Debt Securities, obtain priority or preference over any other
        such holder or enforce any right under this Indenture except in the manner
        herein provided and for the equal, ratable and common benefit of all holders
        of
        Debt Securities.
 
 31
 Notwithstanding
        any other provisions in this Indenture, the right of any holder of any Debt
        Security to receive payment of the principal of and premium, if any, and
        interest on such Debt Security when due, or to institute suit for the
        enforcement of any such payment, shall not be impaired or affected without
        the
        consent of such holder. For the protection and enforcement of the provisions
        of
        this Section, each and every Securityholder and the Trustee shall be entitled
        to
        such relief as can be given either at law or in equity.
 
 Section
        5.05  Proceedings
        by Trustee .
 
 In
        case
        of an Event of Default, the Trustee may in its discretion proceed to protect
        and
        enforce the rights vested in it by this Indenture by such appropriate judicial
        proceedings as the Trustee shall deem most effectual to protect and enforce
        any
        of such rights, either by suit in equity or by action at law or by proceeding
        in
        bankruptcy or otherwise, whether for the specific enforcement of any covenant
        or
        agreement contained in this Indenture or in aid of the exercise of any power
        granted in this Indenture, or to enforce any other legal or equitable right
        vested in the Trustee by this Indenture or by law.
 
 Section
        5.06  Remedies
        Cumulative and Continuing .
 
 Except
        as
        otherwise provided in Section 2.06, all powers and remedies given by this
        Article V to the Trustee or to the Securityholders shall, to the extent
        permitted by law, be deemed cumulative and not exclusive of any other powers
        and
        remedies available to the Trustee or the holders of the Debt Securities,
        by
        judicial proceedings or otherwise, to enforce the performance or observance
        of
        the covenants and agreements contained in this Indenture or otherwise
        established with respect to the Debt Securities, and no delay or omission
        of the
        Trustee or of any holder of any of the Debt Securities to exercise any right
        or
        power accruing upon any Event of Default occurring and continuing as aforesaid
        shall impair any such right or power, or shall be construed to be a waiver
        of
        any such default or an acquiescence therein; and, subject to the provisions
        of
        Section 5.04, every power and remedy given by this Article V or by law to
        the
        Trustee or to the Securityholders may be exercised from time to time, and
        as
        often as shall be deemed expedient, by the Trustee or by the
        Securityholders.
 
 Section
        5.07  Direction
        of Proceedings and Waiver of Defaults by Majority of
        Securityholders .
 
 The
        holders of a majority in aggregate principal amount of the Debt Securities
        affected at the time outstanding and, if the Debt Securities are held by
        the
        Trust or a trustee of the Trust, the holders of a majority in aggregate
        liquidation amount of the outstanding Capital Securities of the Trust shall
        have
        the right to direct the time, method and place of conducting any proceeding
        for
        any remedy available to the Trustee, or exercising any trust or power conferred
        on the Trustee with respect to such Debt Securities; provided , however ,
        that if
        the Debt Securities are held by the Trust or a trustee of the Trust, such
        time,
        method and place or such exercise, as the case may be, may not be so directed
        until the holders of a majority in aggregate liquidation amount of the
        outstanding Capital Securities of the Trust shall have directed such time,
        method and place or such exercise, as the case may be; provided ,
        further, that (subject to the provisions of Section 6.01) the Trustee shall
        have
        the right to decline to follow any such direction if the Trustee shall determine
        that the action so directed would be unjustly prejudicial to the holders
        not
        taking part in such direction or if the Trustee being advised by counsel
        determines that the action or proceeding so directed may not lawfully be
        taken
        or if a Responsible Officer of the Trustee shall determine that the action
        or
        proceedings so directed would involve the Trustee in personal liability.
        Prior
        to any declaration of acceleration, or ipso
        facto acceleration, of the maturity of the Debt Securities, the holders of a majority
        in aggregate principal amount of the Debt Securities at the time outstanding
        may
        on behalf of the holders of all of the Debt Securities waive (or modify any
        previously granted waiver of) any past Default or Event of Default and its
        consequences, except a default (a) in the payment of principal of or
        premium, if any, or interest on any of the Debt Securities, (b) in respect
        of covenants or provisions hereof which cannot be modified or amended without
        the consent of the holder of each Debt Security affected, or (c) in respect
        of the covenants contained in Section 3.09; provided , however ,
        that if
        the Debt Securities are held by the Trust or a trustee of the Trust, such
        waiver
        or modification to such waiver shall not be effective until the holders of
        a
        majority in aggregate liquidation amount of the outstanding Capital Securities
        of the Trust shall have consented to such waiver or modification to such
        waiver; provided ,
        further, that if the consent of the holder of each outstanding Debt Security
        is
        required, such waiver or modification to such waiver shall not be effective
        until each holder of the outstanding Capital Securities of the Trust shall
        have
        consented to such waiver or modification to such waiver. Upon any such waiver
        or
        modification to such waiver, the Default or Event of Default covered thereby
        shall be deemed to be cured for all purposes of this Indenture and the Company,
        the Trustee and the holders of the Debt Securities shall be restored to their
        former positions and rights hereunder, respectively; but no such waiver or
        modification to such waiver shall extend to any subsequent or other Default
        or
        Event of Default or impair any right consequent thereon. Whenever any Default
        or
        Event of Default hereunder shall have been waived as permitted by this Section,
        said Default or Event of Default shall for all purposes of the Debt Securities
        and this Indenture be deemed to have been cured and to be not
        continuing.
 
 32
 Section
        5.08  Notice
        of Defaults .
 
 The
        Trustee shall, within 90 days after a Responsible Officer of the Trustee
        shall
        have actual knowledge or received written notice of the occurrence of a default
        with respect to the Debt Securities, mail to all Securityholders, as the
        names
        and addresses of such holders appear upon the Debt Security Register, notice
        of
        all defaults with respect to the Debt Securities known to the Trustee, unless
        such defaults shall have been cured before the giving of such notice (the
        term
“default” for the purpose of this Section is hereby defined to be any event
        specified in Section 5.01, not including periods of grace, if any, provided
        for
        therein); provided ,
        that,
        except in the case of default in the payment of the principal of or premium,
        if
        any, or interest on any of the Debt Securities, the Trustee shall be protected
        in withholding such notice if and so long as a Responsible Officer of the
        Trustee in good faith determines that the withholding of such notice is in
        the
        interests of the Securityholders.
 
 Section
        5.09  Undertaking
        to Pay Costs .
 
 All
        parties to this Indenture agree, and each holder of any Debt Security by
        such
        holder’s acceptance thereof shall be deemed to have agreed, that any court may
        in its discretion require, in any suit for the enforcement of any right or
        remedy under this Indenture, or in any suit against the Trustee for any action
        taken or omitted by it as Trustee, the filing by any party litigant in such
        suit
        of an undertaking to pay the costs of such suit, and that such court may
        in its
        discretion assess reasonable costs, including reasonable attorneys’ fees and
        expenses, against any party litigant in such suit, having due regard to the
        merits and good faith of the claims or defenses made by such party litigant;
        but
        the provisions of this Section shall not apply to any suit instituted by
        the
        Trustee, to any suit instituted by any Securityholder, or group of
        Securityholders, holding in the aggregate more than 10% in principal amount
        of
        the outstanding Debt Securities (or, if such Debt Securities are held by
        the
        Trust or a trustee of the Trust, more than 10% in liquidation amount of the
        outstanding Capital Securities), to any suit instituted by any Securityholder
        for the enforcement of the payment of the principal of or premium, if any,
        or
        interest on any Debt Security against the Company on or after the same shall
        have become due and payable or to any suit instituted in accordance with
        Section
        14.12.
 
 33
 **ARTICLE
        VI**
 **CONCERNING
        THE TRUSTEE**
 
 Section
        6.01  Duties
        and Responsibilities of Trustee .
 
 With
        respect to the holders of Debt Securities issued hereunder, the Trustee,
        prior
        to the occurrence of an Event of Default with respect to the Debt Securities
        and
        after the curing or waiving of all Events of Default which may have occurred,
        with respect to the Debt Securities, undertakes to perform such duties and
        only
        such duties as are specifically set forth in this Indenture. In case an Event
        of
        Default with respect to the Debt Securities has occurred (which has not been
        cured or waived), the Trustee shall exercise such of the rights and powers
        vested in it by this Indenture, and use the same degree of care and skill
        in
        their exercise, as a prudent person would exercise or use under the
        circumstances in the conduct of such person’s own affairs.
 
 No
        provision of this Indenture shall be construed to relieve the Trustee from
        liability for its own negligent action, its own negligent failure to act
        or its
        own willful misconduct or bad faith, except that:
 
 (a)  prior
        to
        the occurrence of an Event of Default and after the curing or waiving of
        all
        Events of Default which may have occurred:
 
 (i)  the
        duties and obligations of the Trustee with respect to the Debt Securities
        shall
        be determined solely by the express provisions of this Indenture, and the
        Trustee shall not be liable except for the performance of such duties and
        obligations with respect to the Debt Securities as are specifically set forth
        in
        this Indenture, and no implied covenants or obligations shall be read into
        this
        Indenture against the Trustee; and
 
 (ii)  in
        the
        absence of bad faith on the part of the Trustee, the Trustee may conclusively
        rely, as to the truth of the statements and the correctness of the opinions
        expressed therein, upon any certificates or opinions furnished to the Trustee
        and conforming to the requirements of this Indenture; but, in the case of
        any
        such certificates or opinions which by any provision hereof are specifically
        required to be furnished to the Trustee, the Trustee shall be under a duty
        to
        examine the same to determine whether or not they conform on their face to
        the
        requirements of this Indenture;
 
 34
 (b)  the
        Trustee shall not be liable for any error of judgment made in good faith
        by a
        Responsible Officer or Officers of the Trustee, unless it shall be proved
        that
        the Trustee was negligent in ascertaining the pertinent facts;
 
 (c)  the
        Trustee shall not be liable with respect to any action taken or omitted to
        be
        taken by it in good faith, in accordance with the direction of the
        Securityholders pursuant to Section 5.07, relating to the time, method and
        place
        of conducting any proceeding for any remedy available to the Trustee, or
        exercising any trust or power conferred upon the Trustee, under this Indenture;
        and
 
 (d)  the
        Trustee shall not be charged with knowledge of any Default or Event of Default
        with respect to the Debt Securities unless either (1) a Responsible Officer
        shall have actual knowledge of such Default or Event of Default or
        (2) written notice of such Default or Event of Default shall have been
        given to the Trustee by the Company or any other obligor on the Debt Securities
        or by any holder of the Debt Securities, except that the Trustee shall be
        deemed
        to have knowledge of any Event of Default pursuant to Sections 5.01(a), 5.01(b)
        or 5.01(c) hereof (other than an Event of Default resulting from the default
        in
        the payment of Additional Amounts if the Trustee does not have actual knowledge
        or written notice that such payment is due and payable).
 
 None
        of
        the provisions contained in this Indenture shall require the Trustee to expend
        or risk its own funds or otherwise incur personal financial liability in
        the
        performance of any of its duties or in the exercise of any of its rights
        or
        powers.
 
 Section
        6.02  Reliance
        on Documents, Opinions, etc .
 
 Except
        as
        otherwise provided in Section 6.01:
 
 (a)  the
        Trustee may conclusively rely and shall be fully protected in acting or
        refraining from acting upon any resolution, certificate, statement, instrument,
        opinion, report, notice, request, consent, order, bond, note, debenture or
        other
        paper or document believed by it in good faith to be genuine and to have
        been
        signed or presented by the proper party or parties;
 
 (b)  any
        request, direction, order or demand of the Company mentioned herein shall
        be
        sufficiently evidenced by an Officers’ Certificate (unless other evidence in
        respect thereof be herein specifically prescribed); and any Board Resolution
        may
        be evidenced to the Trustee by a copy thereof certified by the Secretary
        or an
        Assistant Secretary of the Company;
 
 (c)  the
        Trustee may consult with counsel of its selection and any advice or Opinion
        of
        Counsel shall be full and complete authorization and protection in respect
        of
        any action taken, suffered or omitted by it hereunder in good faith and in
        accordance with such advice or Opinion of Counsel;
 
 35
 (d)  the
        Trustee shall be under no obligation to exercise any of the rights or powers
        vested in it by this Indenture at the request, order or direction of any
        of the
        Securityholders, pursuant to the provisions of this Indenture, unless such
        Securityholders shall have offered to the Trustee reasonable security or
        indemnity against the costs, expenses and liabilities which may be incurred
        therein or thereby;
 
 (e)  the
        Trustee shall not be liable for any action taken or omitted by it in good
        faith
        and reasonably believed by it to be authorized or within the discretion or
        rights or powers conferred upon it by this Indenture; nothing contained herein
        shall, however, relieve the Trustee of the obligation, upon the occurrence
        of an
        Event of Default with respect to the Debt Securities (which has not been
        cured
        or waived) to exercise with respect to the Debt Securities such of the rights
        and powers vested in it by this Indenture, and to use the same degree of
        care
        and skill in their exercise, as a prudent person would exercise or use under
        the
        circumstances in the conduct of such person’s own affairs;
 
 (f)  the
        Trustee shall not be bound to make any investigation into the facts or matters
        stated in any resolution, certificate, statement, instrument, opinion, report,
        notice, request, consent, order, approval, bond, debenture, coupon or other
        paper or document, unless requested in writing to do so by the holders of
        a
        majority in aggregate principal amount of the outstanding Debt Securities
        affected thereby; provided , however ,
        that if
        the payment within a reasonable time to the Trustee of the costs, expenses
        or
        liabilities likely to be incurred by it in the making of such investigation
        is,
        in the opinion of the Trustee, not reasonably assured to the Trustee by the
        security afforded to it by the terms of this Indenture, the Trustee may require
        reasonable indemnity against such expense or liability as a condition to
        so
        proceeding; and
 
 (g)  the
        Trustee may execute any of the trusts or powers hereunder or perform any
        duties
        hereunder either directly or by or through agents (including any Authenticating
        Agent) or attorneys, and the Trustee shall not be responsible for any misconduct
        or negligence on the part of any such agent or attorney appointed by it with
        due
        care.
 
 Section
        6.03  No
        Responsibility for Recitals, etc .
 
 The
        recitals contained herein and in the Debt Securities (except in the certificate
        of authentication of the Trustee or the Authenticating Agent) shall be taken
        as
        the statements of the Company, and the Trustee and the Authenticating Agent
        assume no responsibility for the correctness of the same. The Trustee and
        the
        Authenticating Agent make no representations as to the validity or sufficiency
        of this Indenture or of the Debt Securities. The Trustee and the Authenticating
        Agent shall not be accountable for the use or application by the Company
        of any
        Debt Securities or the proceeds of any Debt Securities authenticated and
        delivered by the Trustee or the Authenticating Agent in conformity with the
        provisions of this Indenture.
 
 Section
        6.04  Trustee,
        Authenticating Agent, Paying Agents, Transfer Agents or Registrar May Own
        Debt
        Securities .
 
 The
        Trustee, any Authenticating Agent, any Paying Agent, any transfer agent or
        any
        Debt Security registrar, in its individual or any other capacity, may become
        the
        owner or pledgee of Debt Securities with the same rights it would have if
        it
        were not Trustee, Authenticating Agent, Paying Agent, transfer agent or Debt
        Security registrar.
 
 36
 Section
        6.05  Moneys
        to be Held in Trust .
 
 Subject
        to the provisions of Section 12.04, all moneys received by the Trustee or
        any
        Paying Agent shall, until used or applied as herein provided, be held in
        trust
        for the purpose for which they were received, but need not be segregated
        from
        other funds except to the extent required by law. The Trustee and any Paying
        Agent shall be under no liability for interest on any money received by it
        hereunder except as otherwise agreed in writing with the Company. So long
        as no
        Event of Default shall have occurred and be continuing, all interest allowed
        on
        any such moneys, if any, shall be paid from time to time to the Company upon
        the
        written order of the Company, signed by the Chairman of the Board of Directors,
        the President, the Chief Operating Officer, a Vice President, the Treasurer
        or
        an Assistant Treasurer of the Company.
 
 Section
        6.06  Compensation
        and Expenses of Trustee .
 
 The
        Company covenants and agrees to pay to the Trustee from time to time, and
        the
        Trustee shall be entitled to, such compensation as shall be agreed to in
        writing
        between the Company and the Trustee (which shall not be limited by any provision
        of law in regard to the compensation of a trustee of an express trust), and
        the
        Company will pay or reimburse the Trustee upon its written request for all
        documented reasonable expenses, disbursements and advances incurred or made
        by
        the Trustee in accordance with any of the provisions of this Indenture
        (including the reasonable compensation and the reasonable expenses and
        disbursements of its counsel and of all Persons not regularly in its employ)
        except any such expense, disbursement or advance that arises from its
        negligence, willful misconduct or bad faith. The Company also covenants to
        indemnify each of the Trustee (including in its individual capacity) and
        any
        predecessor Trustee (and its officers, agents, directors and employees) for,
        and
        to hold it harmless against, any and all loss, damage, claim, liability or
        expense including taxes (other than taxes based on the income of the Trustee),
        except to the extent such loss, damage, claim, liability or expense results
        from
        the negligence, willful misconduct or bad faith of such indemnitee, arising
        out
        of or in connection with the acceptance or administration of this trust,
        including the costs and expenses of defending itself against any claim or
        liability in the premises. The obligations of the Company under this Section
        to
        compensate and indemnify the Trustee and to pay or reimburse the Trustee
        for
        documented expenses, disbursements and advances shall constitute additional
        indebtedness hereunder. Such additional indebtedness shall be secured by
        a lien
        prior to that of the Debt Securities upon all property and funds held or
        collected by the Trustee as such, except funds held in trust for the benefit
        of
        the holders of particular Debt Securities.
 
 Without
        prejudice to any other rights available to the Trustee under applicable law,
        when the Trustee incurs expenses or renders services in connection with an
        Event
        of Default specified in clause (e), (f), (g), (h) or (i) of Section 5.01,
        the
        expenses (including the reasonable charges and expenses of its counsel) and
        the
        compensation for the services are intended to constitute expenses of
        administration under any applicable federal or state bankruptcy, insolvency
        or
        other similar law.
 
 37
 The
        provisions of this Section shall survive the resignation or removal of the
        Trustee and the defeasance or other termination of this Indenture.
 
 Notwithstanding
        anything in this Indenture or any Debt Security to the contrary, the Trustee
        shall have no obligation whatsoever to advance funds to pay any principal
        of or
        interest on or other amounts with respect to the Debt Securities or otherwise
        advance funds to or on behalf of the Company.
 
 Section
        6.07  Officers’
        Certificate as Evidence .
 
 Except
        as
        otherwise provided in Sections 6.01 and 6.02, whenever in the administration
        of
        the provisions of this Indenture the Trustee shall deem it necessary or
        desirable that a matter be proved or established prior to taking or omitting
        any
        action hereunder, such matter (unless other evidence in respect thereof be
        herein specifically prescribed) may, in the absence of negligence, willful
        misconduct or bad faith on the part of the Trustee, be deemed to be conclusively
        proved and established by an Officers’ Certificate delivered to the Trustee, and
        such certificate, in the absence of negligence, willful misconduct or bad
        faith
        on the part of the Trustee, shall be full warrant to the Trustee for any
        action
        taken or omitted by it under the provisions of this Indenture upon the faith
        thereof.
 
 Section
        6.08  Eligibility
        of Trustee .
 
 The
        Trustee hereunder shall at all times be a U.S. Person that is a banking
        corporation or national association organized and doing business under the
        laws
        of the United States of America or any state thereof or of the District of
        Columbia and authorized under such laws to exercise corporate trust powers,
        having a combined capital and surplus of at least fifty million U.S. dollars
        ($50,000,000) and subject to supervision or examination by federal, state,
        or
        District of Columbia authority. If such corporation or national association
        publishes reports of condition at least annually, pursuant to law or to the
        requirements of the aforesaid supervising or examining authority, then for
        the
        purposes of this Section the combined capital and surplus of such corporation
        or
        national association shall be deemed to be its combined capital and surplus
        as
        set forth in its most recent records of condition so published.
 
 The
        Company may not, nor may any Person directly or indirectly controlling,
        controlled by, or under common control with the Company, serve as Trustee,
        notwithstanding that such corporation or national association shall be otherwise
        eligible and qualified under this Article.
 
 In
        case
        at any time the Trustee shall cease to be eligible in accordance with the
        provisions of this Section, the Trustee shall resign immediately in the manner
        and with the effect specified in Section 6.09.
 
 If
        the
        Trustee has or shall acquire any “conflicting interest” within the meaning of
§310(b) of the Trust Indenture Act, the Trustee shall either eliminate such
        interest or resign, to the extent and in the manner provided by, and subject
        to,
        this Indenture.
 
 38
 Section
        6.09  Resignation
        or Removal of Trustee .
 
 (a)  The
        Trustee, or any trustee or trustees hereafter appointed, may at any time
        resign
        by giving written notice of such resignation to the Company and by mailing
        notice thereof, at the Company’s expense, to the holders of the Debt Securities
        at their addresses as they shall appear on the Debt Security Register. Upon
        receiving such notice of resignation, the Company shall promptly appoint
        a
        successor trustee or trustees by written instrument, in duplicate, executed
        by
        order of its Board of Directors, one copy of which instrument shall be delivered
        to the resigning Trustee and one copy to the successor Trustee. If no successor
        Trustee shall have been so appointed and have accepted appointment within
        30
        days after the mailing of such notice of resignation to the affected
        Securityholders, the resigning Trustee may petition any court of competent
        jurisdiction for the appointment of a successor Trustee, or any Securityholder
        who has been a bona fide holder of a Debt Security or Debt Securities for
        at
        least six months may, subject to the provisions of Section 5.09, on behalf
        of
        himself or herself and all others similarly situated, petition any such court
        for the appointment of a successor Trustee. Such court may thereupon, after
        such
        notice, if any, as it may deem proper and prescribe, appoint a successor
        Trustee.
 
 (b)  In
        case
        at any time any of the following shall occur:
 
 (i)  the
        Trustee shall fail to comply with the provisions of the last paragraph of
        Section 6.08 after written request therefor by the Company or by any
        Securityholder who has been a bona fide holder of a Debt Security or Debt
        Securities for at least six months;
 
 (ii)  the
        Trustee shall cease to be eligible in accordance with the provisions of Section
        6.08 and shall fail to resign after written request therefor by the Company
        or
        by any such Securityholder; or
 
 (iii)  the
        Trustee shall become incapable of acting, or shall be adjudged bankrupt or
        insolvent, or a receiver of the Trustee or of its property shall be appointed,
        or any public officer shah take charge or control of the Trustee or of its
        property or affairs for the purpose of rehabilitation, conservation or
        liquidation,
 
 then,
        in
        any such case, the Company may remove the Trustee and appoint a successor
        Trustee by written instrument, in duplicate, executed by order of the Board
        of
        Directors, one copy of which instrument shall be delivered to the Trustee
        so
        removed and one copy to the successor Trustee, or, subject to the provisions
        of
        Section 5.09, if no successor Trustee shall have been so appointed and have
        accepted appointment within 30 days of the occurrence of any of (i), (ii)
        or
        (iii) above, any Securityholder who has been a bona fide holder of a Debt
        Security or Debt Securities for at least six months may, on behalf of himself
        or
        herself and all others similarly situated, petition any court of competent
        jurisdiction for the removal of the Trustee and the appointment of a successor
        Trustee. Such court may thereupon, after such notice, if any, as it may deem
        proper and prescribe, remove the Trustee and appoint a successor
        Trustee.
 
 (c)  Upon
        prior written notice to the Company and the Trustee, the holders of a majority
        in aggregate principal amount of the Debt Securities at the time outstanding
        may
        at any time remove the Trustee and nominate a successor Trustee, which shall
        be
        deemed appointed as successor Trustee unless within ten Business Days after
        such
        nomination the Company objects thereto, in which case or in the case of a
        failure by such holders to nominate a successor Trustee, the Trustee so removed
        or any Securityholder, upon the terms and conditions and otherwise as in
        subsection (a) of this Section, may petition any court of competent jurisdiction
        for an appointment of a successor.
 
 39
 (d)  Any
        resignation or removal of the Trustee and appointment of a successor Trustee
        pursuant to any of the provisions of this Section shall become effective
        upon
        acceptance of appointment by the successor Trustee as provided in Section
        6.10.
 
 Section
        6.10  Acceptance
        by Successor Trustee .
 
 Any
        successor Trustee appointed as provided in Section 6.09 shall execute,
        acknowledge and deliver to the Company and to its predecessor Trustee an
        indenture supplemental hereto which shall contain such provisions as shall
        be
        deemed necessary or desirable to confirm that all of the rights, powers,
        trusts
        and duties of the retiring Trustee shall be vested in the successor Trustee,
        and
        thereupon the resignation or removal of the retiring Trustee shah become
        effective and such successor Trustee, without any further act, deed or
        conveyance, shall become vested with all the rights, powers, duties and
        obligations with respect to the Debt Securities of its predecessor hereunder,
        with like effect as if originally named as Trustee herein; but, nevertheless,
        on
        the written request of the Company or of the successor Trustee, the Trustee
        ceasing to act shall, upon payment of the amounts then due it pursuant to
        the
        provisions of Section 6.06, execute and deliver an instrument transferring
        to
        such successor Trustee all the rights and powers of the Trustee so ceasing
        to
        act and shall duly assign, transfer and deliver to such successor Trustee
        all
        property and money held by such retiring Trustee hereunder. Upon request
        of any
        such successor Trustee, the Company shall execute any and all instruments
        in
        writing for more fully and certainly vesting in and confirming to such successor
        Trustee all such rights and powers. Any Trustee ceasing to act shall,
        nevertheless, retain a lien upon all property or funds held or collected
        by such
        Trustee to secure any amounts then due it pursuant to the provisions of Section
        6.06.
 
 No
        successor Trustee shall accept appointment as provided in this Section unless
        at
        the time of such acceptance such successor Trustee shall be eligible and
        qualified under the provisions of Section 6.08.
 
 In
        no
        event shall a retiring Trustee be liable for the acts or omissions of any
        successor Trustee hereunder.
 
 Upon
        acceptance of appointment by a successor Trustee as provided in this Section,
        the Company shall mail notice of the succession of such Trustee hereunder
        to the
        holders of Debt Securities at their addresses as they shall appear on the
        Debt
        Security Register. If the Company fails to mail such notice within ten Business
        Days after the acceptance of appointment by the successor Trustee, the successor
        Trustee shall cause such notice to be mailed at the expense of the
        Company.
 
 40
 Section
        6.11  Succession
        by Merger, etc .
 
 Any
        corporation into which the Trustee may be merged or converted or with which
        it
        may be consolidated, or any corporation resulting from any merger, conversion
        or
        consolidation to which the Trustee shall be a party, or any corporation
        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 corporation shall be otherwise eligible and qualified under this Article.
 
 In
        case
        at the time such successor to the Trustee shall succeed to the trusts created
        by
        this Indenture any of the Debt Securities shall have been authenticated but
        not
        delivered, any such successor to the Trustee may adopt the certificate of
        authentication of any predecessor Trustee, and deliver such Debt Securities
        so
        authenticated; and in case at that time any of the Debt Securities shall
        not
        have been authenticated, any successor to the Trustee may authenticate such
        Debt
        Securities either in the name of any predecessor hereunder or in the name
        of the
        successor Trustee; and in all such cases such certificates shall have the
        full
        force which it is anywhere in the Debt Securities or in this Indenture provided
        that the certificate of the Trustee shall have; provided , however ,
        that
        the right to adopt the certificate of authentication of any predecessor Trustee
        or authenticate Debt Securities in the name of any predecessor Trustee shall
        apply only to its successor or successors by merger, conversion or
        consolidation.
 
 Section
        6.12  Authenticating
        Agents .
 
 There
        may
        be one or more Authenticating Agents appointed by the Trustee upon the request
        of the Company with power to act on its behalf and subject to its direction
        in
        the authentication and delivery of Debt Securities issued upon exchange or
        registration of transfer thereof as fully to all intents and purposes as
        though
        any such Authenticating Agent had been expressly authorized to authenticate
        and
        deliver Debt Securities; provided , however ,
        that
        the Trustee shall have no liability to the Company for any acts or omissions
        of
        the Authenticating Agent with respect to the authentication and delivery
        of Debt
        Securities. Any such Authenticating Agent shall at all times be a corporation
        organized and doing business under the laws of the United States or of any
        state
        thereof or of the District of Columbia authorized under such laws to act
        as
        Authenticating Agent, having a combined capital and surplus of at least
        $50,000,000 and being subject to supervision or examination by federal, state
        or
        District of Columbia authority. If such corporation publishes reports of
        condition at least annually pursuant to law or the requirements of such
        authority, then for the purposes of this Section 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 an Authenticating Agent shall cease to be eligible in accordance
        with
        the provisions of this Section, it shall resign immediately in the manner
        and
        with the effect herein specified in this Section.
 
 Any
        corporation into which any Authenticating Agent may be merged or converted
        or
        with which it may be consolidated, or any corporation resulting from any
        merger,
        consolidation or conversion to which any Authenticating Agent shall be a
        party,
        or any corporation succeeding to all or substantially all of the corporate
        trust
        business of any Authenticating Agent, shall be the successor of such
        Authenticating Agent hereunder, if such successor corporation is otherwise
        eligible under this Section without the execution or filing of any paper
        or any
        further act on the part of the parties hereto or such Authenticating Agent.
 
 41
 Any
        Authenticating Agent may at any time resign by giving written notice of
        resignation to the Trustee and to the Company. The Trustee may at any time
        terminate the agency of any Authenticating Agent with respect to the Debt
        Securities by giving written notice of termination to such Authenticating
        Agent
        and to the Company. Upon receiving such a notice of resignation or upon such
        a
        termination, or in case at any time any Authenticating Agent shall cease
        to be
        eligible under this Section, the Trustee may, and upon the request of the
        Company shall, promptly appoint a successor Authenticating Agent eligible
        under
        this Section, shall give written notice of such appointment to the Company
        and
        shall mail notice of such appointment to all holders of Debt Securities as
        the
        names and addresses of such holders appear on the Debt Security Register.
        Any
        successor Authenticating Agent, upon acceptance of its appointment hereunder,
        shall become vested with all rights, powers, duties and responsibilities
        of its
        predecessor hereunder, with like effect as if originally named as Authenticating
        Agent herein.
 
 The
        Company agrees to pay to any Authenticating Agent from time to time reasonable
        compensation for its services. Any Authenticating Agent shall have no
        responsibility or liability for any action taken by it as such in accordance
        with the directions of the Trustee.
 
 **ARTICLE
        VII**
 **CONCERNING
        THE SECURITYHOLDERS**
 
 Section
        7.01  Action
        by Securityholders .
 
 Whenever
        in this Indenture it is provided that the holders of a specified percentage
        in
        aggregate principal amount of the Debt Securities or aggregate liquidation
        amount of the Capital Securities may take any action (including the making
        of
        any demand or request, the giving of any notice, consent or waiver or the
        taking
        of any other action), the fact that at the time of taking any such action
        the
        holders of such specified percentage have joined therein may be evidenced
        (a) by
        any instrument or any number of instruments of similar tenor executed by
        such
        Securityholders or holders of Capital Securities, as the case may be, in
        person
        or by agent or proxy appointed in writing, or (b) by the record of such holders
        of Debt Securities voting in favor thereof at any meeting of such
        Securityholders duly called and held in accordance with the provisions of
        Article VIII or of such holders of Capital Securities duly called and held
        in
        accordance with the provisions of the Declaration, or (c) by a combination
        of
        such instrument or instruments and any such record of such a meeting of such
        Securityholders or holders of Capital Securities, as the case may be, or
        (d) by
        any other method the Trustee deems satisfactory.
 
 If
        the
        Company shall solicit from the Securityholders any request, demand,
        authorization, direction, notice, consent, waiver or other action or revocation
        of the same, the Company may, at its option, as evidenced by an Officers’
Certificate, fix in advance a record date for such Debt Securities for the
        determination of Securityholders entitled to give such request, demand,
        authorization, direction, notice, consent, waiver or other action or revocation
        of the same, but the Company shall have no obligation to do so. If such a
        record
        date is fixed, such request, demand, authorization, direction, notice, consent,
        waiver or other action or revocation of the same may be given before or after
        the record date, but only the Securityholders of record at the close of business
        on the record date shall be deemed to be Securityholders for the purposes
        of
        determining whether Securityholders of the requisite proportion of outstanding
        Debt Securities have authorized or agreed or consented to such request, demand,
        authorization, direction, notice, consent, waiver or other action or revocation
        of the same, and for that purpose the outstanding Debt Securities shall be
        computed as of the record date; provided , however ,
        that no
        such authorization, agreement or consent by such Securityholders on the record
        date shall be deemed effective unless it shall become effective pursuant
        to the
        provisions of this Indenture not later than six months after the record date.
 
 42
 Section
        7.02  Proof
        of Execution by Securityholders .
 
 Subject
        to the provisions of Sections 6.01, 6.02 and 8.05, proof of the execution
        of any
        instrument by a Securityholder or such Securityholder’s agent or proxy shall be
        sufficient if made in accordance with such reasonable rules and regulations
        as
        may be prescribed by the Trustee or in such manner as shall be satisfactory
        to
        the Trustee. The ownership of Debt Securities shall be proved by the Debt
        Security Register or by a certificate of the Debt Security registrar. The
        Trustee may require such additional proof of any matter referred to in this
        Section as it shall deem necessary.
 
 The
        record of any Securityholders’ meeting shall be proved in the manner provided in
        Section 8.06.
 
 Section
        7.03  Who
        Are Deemed Absolute Owners .
 
 Prior
        to
        due presentment for registration of transfer of any Debt Security, the Company,
        the Trustee, any Authenticating Agent, any Paying Agent, any transfer agent
        and
        any Debt Security registrar may deem the Person in whose name such Debt Security
        shall be registered upon the Debt Security Register to be, and may treat
        such
        Person as, the absolute owner of such Debt Security (whether or not such
        Debt
        Security shall be overdue) for the purpose of receiving payment of or on
        account
        of the principal of and premium, if any, and interest on such Debt Security
        and
        for all other purposes; and none of the Company, the Trustee, any Authenticating
        Agent, any Paying Agent, any transfer agent or any Debt Security registrar
        shall
        be affected by any notice to the contrary. All such payments so made to any
        holder for the time being or upon such holder’s order shall be valid, and, to
        the extent of the sum or sums so paid, effectual to satisfy and discharge
        the
        liability for moneys payable upon any such Debt Security.
 
 Section
        7.04  Debt
        Securities Owned by Company Deemed Not Outstanding .
 
 In
        determining whether the holders of the requisite aggregate principal amount
        of
        Debt Securities have concurred in any direction, consent or waiver under
        this
        Indenture, Debt Securities which are owned by the Company or any other obligor
        on the Debt Securities or by any Person directly or indirectly controlling
        or
        controlled by or under direct or indirect common control with the Company
        (other
        than the Trust) or any other obligor on the Debt Securities shall be disregarded
        and deemed not to be outstanding for the purpose of any such determination, provided ,
        that
        for the purposes of determining whether the Trustee shall be protected in
        relying on any such direction, consent or waiver, only Debt Securities which
        a
        Responsible Officer of the Trustee actually knows are so owned shall be so
        disregarded. Debt Securities so owned which have been pledged in good faith
        may
        be regarded as outstanding for the purposes of this Section if the pledgee
        shall
        establish to the satisfaction of the Trustee the pledgee’s right to vote such
        Debt Securities and that the pledgee is not the Company or any such other
        obligor or Person directly or indirectly controlling or controlled by or
        under
        direct or indirect common control with the Company or any such other obligor.
        In
        the case of a dispute as to such right, any decision by the Trustee taken
        upon
        the advice of counsel shall be full protection to the Trustee.
 
 43
 Section
        7.05  Revocation
        of Consents; Future Holders Bound .
 
 At
        any
        time prior to (but not after) the evidencing to the Trustee, as provided
        in
        Section 7.01, of the taking of any action by the holders of the percentage
        in
        aggregate principal amount of the Debt Securities specified in this Indenture
        in
        connection with such action, any holder (in cases where no record date has
        been
        set pursuant to Section 7.01) or any holder as of an applicable record date
        (in
        cases where a record date has been set pursuant to Section 7.01) of a Debt
        Security (or any Debt Security issued in whole or in part in exchange or
        substitution therefor) the serial number of which is shown by the evidence
        to be
        included in the Debt Securities the holders of which have consented to such
        action may, by filing written notice with the Trustee at the Principal Office
        of
        the Trustee and upon proof of holding as provided in Section 7.02, revoke
        such
        action so far as concerns such Debt Security (or so far as concerns the
        principal amount represented by any exchanged or substituted Debt Security).
        Except as aforesaid any such action taken by the holder of any Debt Security
        shall be conclusive and binding upon such holder and upon all future holders
        and
        owners of such Debt Security, and of any Debt Security issued in exchange
        or
        substitution therefor or on registration of transfer thereof, irrespective
        of
        whether or not any notation in regard thereto is made upon such Debt Security
        or
        any Debt Security issued in exchange or substitution therefor.
 
 **ARTICLE
        VIII**
 **SECURITYHOLDERS’
        MEETINGS**
 
 Section
        8.01  Purposes
        of Meetings .
 
 A
        meeting
        of Securityholders may be called at any time and from time to time pursuant
        to
        the provisions of this Article VIII for any of the following
        purposes:
 
 (a)  to
        give
        any notice to the Company or to the Trustee, or to give any directions to
        the
        Trustee, or to consent to the waiving of any default hereunder and its
        consequences, or to take any other action authorized to be taken by
        Securityholders pursuant to any of the provisions of Article V;
 
 (b)  to
        remove
        the Trustee and nominate a successor trustee pursuant to the provisions of
        Article VI;
 
 44
 (c)  to
        consent to the execution of an indenture or indentures supplemental hereto
        pursuant to the provisions of Section 9.02; or
 
 (d)  to
        take
        any other action authorized to be taken by or on behalf of the holders of
        any
        specified aggregate principal amount of such Debt Securities under any other
        provision of this Indenture or under applicable law.
 
 Section
        8.02  Call
        of Meetings by Trustee .
 
 The
        Trustee may at any time call a meeting of Securityholders to take any action
        specified in Section 8.01, to be held at such time and at such place in The
        City
        of New York, the Borough of Manhattan, or Wilmington, Delaware, as the Trustee
        shall determine. Notice of every meeting of the Securityholders, setting
        forth
        the time and the place of such meeting and in general terms the action proposed
        to be taken at such meeting, shall be mailed to holders of Debt Securities
        affected at their addresses as they shall appear on the Debt Securities
        Register. Such notice shall be mailed not less than 20 nor more than 180
        days
        prior to the date fixed for the meeting.
 
 Section
        8.03  Call
        of Meetings by Company or Securityholders .
 
 In
        case
        at any time the Company pursuant to a Board Resolution, or the holders of
        at
        least 10% in aggregate principal amount of the Debt Securities, as the case
        may
        be, then outstanding, shall have requested the Trustee to call a meeting
        of
        Securityholders, by written request setting forth in reasonable detail the
        action proposed to be taken at the meeting, and the Trustee shall not have
        mailed the notice of such meeting within 20 days after receipt of such request,
        then the Company or such Securityholders may determine the time and the place
        in
        Annapolis, Maryland for such meeting and may call such meeting to take any
        action authorized in Section 8.01, by mailing notice thereof as provided
        in
        Section 8.02.
 
 Section
        8.04  Qualifications
        for Voting .
 
 To
        be
        entitled to vote at any meeting of Securityholders, a Person shall be (a) a
        holder of one or more Debt Securities or (b) a Person appointed by an
        instrument in writing as proxy by a holder of one or more Debt Securities.
        The
        only Persons who shall be entitled to be present or to speak at any meeting
        of
        Securityholders shall be the Persons entitled to vote at such meeting and
        their
        counsel and any representatives of the Trustee and its counsel and any
        representatives of the Company and its counsel.
 
 Section
        8.05  Regulations .
 
 Notwithstanding
        any other provisions of this Indenture, the Trustee may make such reasonable
        regulations as it may deem advisable for any meeting of Securityholders,
        in
        regard to proof of the holding of Debt Securities and of the appointment
        of
        proxies, and in regard to the appointment and duties of inspectors of votes,
        the
        submission and examination of proxies, certificates and other evidence of
        the
        right to vote, and such other matters concerning the conduct of the meeting
        as
        it shall deem appropriate.
 
 45
 The
        Trustee shall, by an instrument in writing, appoint a temporary chairman
        of the
        meeting, unless the meeting shall have been called by the Company or by
        Securityholders as provided in Section 8.03, in which case the Company or
        the
        Securityholders calling the meeting, as the case may be, shall in like manner
        appoint a temporary chairman. A permanent chairman and a permanent secretary
        of
        the meeting shall be elected by majority vote at the meeting.
 
 Subject
        to the provisions of Section 7.04, at any meeting each holder of Debt Securities
        with respect to which such meeting is being held or proxy therefor shall
        be
        entitled to one vote for each $1,000 principal amount of Debt Securities
        held or
        represented by such holder; provided , however ,
        that no
        vote shall be cast or counted at any meeting in respect of any Debt Security
        challenged as not outstanding and ruled by the chairman of the meeting to
        be not
        outstanding. The chairman of the meeting shall have no right to vote other
        than
        by virtue of Debt Securities held by such chairman or instruments in writing
        as
        aforesaid duly designating such chairman as the Person to vote on behalf
        of
        other Securityholders. Any meeting of Securityholders duly called pursuant
        to
        the provisions of Section 8.02 or 8.03 may be adjourned from time to time
        by a
        majority of those present, whether or not constituting a quorum, and the
        meeting
        may be held as so adjourned without further notice.
 
 Section
        8.06  Voting .
 
 The
        vote
        upon any resolution submitted to any meeting of holders of Debt Securities
        with
        respect to which such meeting is being held shall be by written ballots on
        which
        shall be subscribed the signatures of such holders or of their representatives
        by proxy and the serial number or numbers of the Debt Securities held or
        represented by them. The permanent chairman of the meeting shall appoint
        two
        inspectors of votes who shall count all votes cast at the meeting for or
        against
        any resolution and who shall make and file with the secretary of the meeting
        their verified written reports in triplicate of all votes cast at the meeting.
        A
        record in duplicate of the proceedings of each meeting of Securityholders
        shall
        be prepared by the secretary of the meeting and there shall be attached to
        said
        record the original reports of the inspectors of votes on any vote by ballot
        taken thereat and affidavits by one or more Persons having knowledge of the
        facts setting forth a copy of the notice of the meeting and showing that
        said
        notice was mailed as provided in Section 8.02. The record shall show the
        serial
        numbers of the Debt Securities voting in favor of or against any resolution.
        The
        record shall be signed and verified by the affidavits of the permanent chairman
        and secretary of the meeting and one of the duplicates shall be delivered
        to the
        Company and the other to the Trustee to be preserved by the Trustee, the
        latter
        to have attached thereto the ballots voted at the meeting. Any record so
        signed
        and verified shall be conclusive evidence of the matters therein stated.
 
 Section
        8.07  Quorum;
        Actions .
 
 The
        Persons entitled to vote a majority in aggregate principal amount of the
        Debt
        Securities then outstanding shall constitute a quorum for a meeting of
        Securityholders; provided , however ,
        that if
        any action is to be taken at such meeting with respect to a consent, waiver,
        request, demand, notice, authorization, direction or other action which may
        be
        given by the holders of not less than a specified percentage in aggregate
        principal amount of the Debt Securities then outstanding, the Persons holding
        or
        representing such specified percentage in aggregate principal amount of the
        Debt
        Securities then outstanding will constitute a quorum. In the absence of a
        quorum
        within 30 minutes of the time appointed for any such meeting, the meeting
        shall,
        if convened at the request of Securityholders, be dissolved. In any other
        case,
        the meeting may be adjourned for a period of not less than 10 days as determined
        by the permanent chairman of the meeting prior to the adjournment of such
        meeting. In the absence of a quorum at any such adjourned meeting, such
        adjourned meeting may be further adjourned for a period of not less than
        10 days
        as determined by the permanent chairman of the meeting prior to the adjournment
        of such adjourned meeting. Notice of the reconvening of any adjourned meeting
        shall be given as provided in Section 8.02, except that such notice need
        be
        given only once not less than five days prior to the date on which the meeting
        is scheduled to be reconvened. Notice of the reconvening of an adjourned
        meeting
        shall state expressly the percentage, as provided above, of the aggregate
        principal amount of the Debt Securities then outstanding which shall constitute
        a quorum.
 
 46
 Except
        as
        limited by the proviso in the first paragraph of Section 9.02, any resolution
        presented to a meeting or adjourned meeting duly reconvened at which a quorum
        is
        present as aforesaid may be adopted by the affirmative vote of the holders
        of a
        majority in aggregate principal amount of the Debt Securities then outstanding; provided , however ,
        that,
        except as limited by the proviso in the first paragraph of Section 9.02,
        any
        resolution with respect to any consent, waiver, request, demand, notice,
        authorization, direction or other action that this Indenture expressly provides
        may be given by the holders of not less than a specified percentage in
        outstanding principal amount of the Debt Securities may be adopted at a meeting
        or an adjourned meeting duly reconvened and at which a quorum is present
        as
        aforesaid only by the affirmative vote of the holders of not less than such
        specified percentage in aggregate principal amount of the Debt Securities
        then
        outstanding.
 
 Any
        resolution passed or decision taken at any meeting of holders of Debt Securities
        duly held in accordance with this Section shall be binding on all the
        Securityholders, whether or not present or represented at the
        meeting.
 
 **ARTICLE
        IX**
 **SUPPLEMENTAL
        INDENTURES**
 
 Section
        9.01  Supplemental
        Indentures without Consent of Securityholders .
 
 The
        Company, when authorized by a Board Resolution, and the Trustee may from
        time to
        time and at any time enter into an indenture or indentures supplemental hereto,
        without the consent of the Securityholders, for one or more of the following
        purposes:
 
 (a)  to
        evidence the succession of another corporation to the Company, or successive
        successions, and the assumption by the successor corporation of the covenants,
        agreements and obligations of the Company, pursuant to Article XI hereof;
 
 (b)  to
        add to
        the covenants of the Company such further covenants, restrictions or conditions
        for the protection of the holders of Debt Securities as the Board of Directors
        shall consider to be for the protection of the holders of such Debt Securities,
        and to make the occurrence, or the occurrence and continuance, of a Default
        in
        any of such additional covenants, restrictions or conditions a Default or
        an
        Event of Default permitting the enforcement of all or any of the several
        remedies provided in this Indenture as herein set forth; provided , however ,
        that in
        respect of any such additional covenant, restriction or condition such
        supplemental indenture may provide for a particular period of grace after
        Default (which period may be shorter or longer than that allowed in the case
        of
        other Defaults) or may provide for an immediate enforcement upon such Default
        or
        may limit the remedies available to the Trustee upon such default;
 
 47
 (c)  to
        cure
        any ambiguity or to correct or supplement any provision contained herein
        or in
        any supplemental indenture which may be defective or inconsistent with any
        other
        provision contained herein or in any supplemental indenture, or to make such
        other provisions in regard to matters or questions arising under this Indenture,
        provided, that any such action shall not adversely affect the interests of
        the
        holders of the Debt Securities then outstanding;
 
 (d)  to
        add
        to, delete from, or revise the terms of Debt Securities, including, without
        limitation, any terms relating to the issuance, exchange, registration or
        transfer of Debt Securities, including to provide for transfer procedures
        and
        restrictions substantially similar to those applicable to the Capital
        Securities, as required by Section 2.05 (for purposes of assuring that no
        registration of Debt Securities is required under the Securities Act), provided,
        that any such action shall not adversely affect the interests of the holders
        of
        the Debt Securities then outstanding (it being understood, for purposes of
        this
        proviso, that transfer restrictions on Debt Securities substantially similar
        to
        those applicable to Capital Securities shall not be deemed to adversely affect
        the holders of the Debt Securities);
 
 (e)  to
        evidence and provide for the acceptance of appointment hereunder by a successor
        Trustee with respect to the Debt Securities and to add to or change any of
        the
        provisions of this Indenture as shall be necessary to provide for or facilitate
        the administration of the trusts hereunder by more than one Trustee, pursuant
        to
        the requirements of Section 6.10;
 
 (f)  to
        make
        any change (other than as elsewhere provided in this Section) that does not
        adversely affect the rights of any Securityholder in any material respect;
        or
 
 (g)  to
        provide for the issuance of and establish the form and terms and conditions
        of
        the Debt Securities, to establish the form of any certifications required
        to be
        furnished pursuant to the terms of this Indenture or the Debt Securities,
        or to
        add to the rights of the holders of Debt Securities.
 
 The
        Trustee is hereby authorized to join with the Company in the execution of
        any
        such supplemental indenture, to make any further appropriate agreements and
        stipulations which may be therein contained and to accept the conveyance,
        transfer and assignment of any property thereunder, but the Trustee shall
        not be
        obligated to, but may in its discretion, enter into any such supplemental
        indenture which affects the Trustee’s own rights, duties or immunities under
        this Indenture or otherwise.
 
 48
 Any
        supplemental indenture authorized by the provisions of this Section may be
        executed by the Company and the Trustee without the consent of the holders
        of
        any of the Debt Securities at the time outstanding, notwithstanding any of
        the
        provisions of Section 9.02.
 
 Section
        9.02  Supplemental
        Indentures with Consent of Securityholders .
 
 With
        the
        consent (evidenced as provided in Section 7.01) of the holders of a majority
        in
        aggregate principal amount of the Debt Securities at the time outstanding
        affected by such supplemental indenture, the Company, when authorized by
        a Board
        Resolution, and the Trustee may from time to time and at any time enter into
        an
        indenture or indentures supplemental hereto (which shall conform to the
        provisions of the Trust Indenture Act, then in effect, applicable to indentures
        qualified thereunder) for the purpose of adding any provisions to or changing
        in
        any manner or eliminating any of the provisions of this Indenture or of any
        supplemental indenture or of modifying in any manner the rights of the holders
        of the Debt Securities; provided , however ,
        that no
        such supplemental indenture shall, without the consent of the holders of
        each
        Debt Security then outstanding and affected thereby, (i) change the
        Maturity Date of any Debt Security, or reduce the principal amount thereof
        or
        any premium thereon, or reduce the rate or extend the time of payment of
        interest thereon, or reduce (other than as a result of the maturity or earlier
        redemption of any such Debt Security in accordance with the terms of this
        Indenture and such Debt Security) or increase the aggregate principal amount
        of
        Debt Securities then outstanding, or change any of the redemption provisions,
        or
        make the principal thereof or any interest or premium thereon payable in
        any
        coin or currency other than United States Dollars, or impair or affect the
        right
        of any Securityholder to institute suit for payment thereof, or (ii) reduce
        the aforesaid percentage of Debt Securities the holders of which are required
        to
        consent to any such supplemental indenture; and provided, further, that if
        the
        Debt Securities are held by the Trust or the trustee of the Trust, such
        supplemental indenture shall not be effective until the holders of a majority
        in
        aggregate liquidation amount of the outstanding Capital Securities shall
        have
        consented to such supplemental indenture; provided, further, that if the
        consent
        of the Securityholder of each outstanding Debt Security is required, such
        supplemental indenture shall not be effective until each holder of the
        outstanding Capital Securities shall have consented to such supplemental
        indenture.
 
 Upon
        the
        request of the Company accompanied by a Board Resolution authorizing the
        execution of any such supplemental indenture, and upon the filing with the
        Trustee of evidence of the consent of Securityholders (and holders of Capital
        Securities, if required) as aforesaid, the Trustee shall join with the Company
        in the execution of such supplemental indenture unless such supplemental
        indenture affects the Trustee’s own rights, duties or immunities under this
        Indenture or otherwise, in which case the Trustee may in its discretion,
        but
        shall not be obligated to, enter into such supplemental indenture.
 
 Promptly
        after the execution by the Company and the Trustee of any supplemental indenture
        pursuant to the provisions of this Section, the Trustee shall transmit by
        mail,
        first class postage prepaid, a notice, prepared by the Company, setting forth
        in
        general terms the substance of such supplemental indenture, to the
        Securityholders as their names and addresses appear upon the Debt Security
        Register. Any failure of the Trustee to mail such notice, or any defect therein,
        shall not, however, in any way impair or affect the validity of any such
        supplemental indenture.
 
 49
 It
        shall
        not be necessary for the consent of the Securityholders under this Section
        to
        approve the particular form of any proposed supplemental indenture, but it
        shall
        be sufficient if such consent shall approve the substance thereof.
 
 Section
        9.03  Effect
        of Supplemental Indentures .
 
 Upon
        the
        execution of any supplemental indenture pursuant to the provisions of this
        Article IX, this Indenture shall be and be deemed to be modified and amended
        in
        accordance therewith and the respective rights, limitations of rights,
        obligations, duties and immunities under this Indenture of the Trustee, the
        Company and the holders of Debt Securities shall thereafter be determined,
        exercised and enforced hereunder subject in all respects to such modifications
        and amendments and all the terms and conditions of any such supplemental
        indenture shall be and be deemed to be part of the terms and conditions of
        this
        Indenture for any and all purposes.
 
 Section
        9.04  Notation
        on Debt Securities .
 
 Debt
        Securities authenticated and delivered after the execution of any supplemental
        indenture pursuant to the provisions of this Article IX may bear a notation
        as
        to any matter provided for in such supplemental indenture. If the Company
        or the
        Trustee shall so determine, new Debt Securities so modified as to conform,
        in
        the opinion of the Board of Directors of the Company, to any modification
        of
        this Indenture contained in any such supplemental indenture may be prepared
        and
        executed by the Company, authenticated by the Trustee or the Authenticating
        Agent and delivered in exchange for the Debt Securities then outstanding.
 
 Section
        9.05  Evidence
        of Compliance of Supplemental Indenture to be Furnished to
        Trustee .
 
 The
        Trustee, subject to the provisions of Sections 6.01 and 6.02, shall, in addition
        to the documents required by Section 14.06, receive an Officers’ Certificate as
        conclusive evidence that any supplemental indenture executed pursuant hereto
        complies with the requirements of this Article IX. The Trustee shall also
        receive an Opinion of Counsel as conclusive evidence that any supplemental
        indenture executed pursuant to this Article IX is authorized or permitted
        by,
        and conforms to, the terms of this Article IX and that it is proper for the
        Trustee under the provisions of this Article IX to join in the execution
        thereof.
 
 **ARTICLE
        X**
 **REDEMPTION
        OF SECURITIES**
 
 Section
        10.01  Optional
        Redemption .
 
 The
        Company shall have the right, subject to the receipt by the Company of the
        prior
        approval from the Federal Reserve, if then required under applicable capital
        guidelines or policies of the Federal Reserve, to redeem the Debt Securities,
        in
        whole or (provided that all accrued and unpaid interest has been paid on
        all
        Debt Securities for all Interest Periods terminating on or prior to such
        date)
        from time to time in part, on any Interest Payment Date on or after February
        23,
        2011 (each, an “Optional Redemption Date”), at the Optional Redemption Price.
 
 50
 Section
        10.02  Special
        Event Redemption .
 
 If
        a
        Special Event shall occur and be continuing, the Company shall have the right,
        subject to the receipt by the Company of prior approval from the Federal
        Reserve, if then required under applicable capital guidelines or policies
        of the
        Federal Reserve, to redeem the Debt Securities, in whole but not in part,
        at any
        time within 90 days following the occurrence of such Special Event (the “Special
        Redemption Date”), at the Special Redemption Price.
 
 Section
        10.03  Notice
        of Redemption; Selection of Debt Securities .
 
 In
        case
        the Company shall desire to exercise the right to redeem all, or, as the
        case
        may be, any part of the Debt Securities, it shall fix a date for redemption
        and
        shall mail, or cause the Trustee to mail (at the expense of the Company),
        a
        notice of such redemption at least 30 and not more than 60 days prior to
        the
        date fixed for redemption to the holders of Debt Securities so to be redeemed
        as
        a whole or in part at their last addresses as the same appear on the Debt
        Security Register. Such mailing shall be by first class mail. The notice
        if
        mailed in the manner herein provided shall be conclusively presumed to have
        been
        duly given, whether or not the holder receives such notice. In any case,
        failure
        to give such notice by mail or any defect in the notice to the holder of
        any
        Debt Security designated for redemption as a whole or in part shall not affect
        the validity of the proceedings for the redemption of any other Debt Security.
 
 Each
        such
        notice of redemption shall specify the CUSIP number, if any, of the Debt
        Securities to be redeemed, the date fixed for redemption, the price at which
        Debt Securities are to be redeemed, the place or places of payment, that
        payment
        will be made upon presentation and surrender of such Debt Securities, that
        interest accrued to the date fixed for redemption will be paid as specified
        in
        said notice, and that on and after said date interest thereon or on the portions
        thereof to be redeemed will cease to accrue. If less than all the Debt
        Securities are to be redeemed, the notice of redemption shall specify the
        numbers of the Debt Securities to be redeemed. In case the Debt Securities
        are
        to be redeemed in part only, the notice of redemption shall state the portion
        of
        the principal amount thereof to be redeemed and shall state that on and after
        the date fixed for redemption, upon surrender of such Debt Security, a new
        Debt
        Security or Debt Securities in principal amount equal to the unredeemed portion
        thereof will be issued.
 
 Prior
        to
        10:00 a.m., New York City time, on the Optional Redemption Date or the Special
        Redemption Date specified in the notice of redemption given as provided in
        this
        Section, the Company will deposit with the Trustee or with one or more Paying
        Agents an amount of money sufficient to redeem on such date all the Debt
        Securities so called for redemption at the applicable price therefor, together
        with unpaid interest accrued to such date.
 
 The
        Company will give the Trustee notice not less than 45 nor more than 75 days
        prior to the date fixed for redemption as to the price at which the Debt
        Securities are to be redeemed and the aggregate principal amount of Debt
        Securities to be redeemed and the Trustee shall select, in such manner as
        in its
        sole discretion it shall deem appropriate and fair, the Debt Securities or
        portions thereof (in integral multiples of $1,000) to be redeemed.
 
 51
 Section
        10.04  Payment
        of Debt Securities Called for Redemption .
 
 If
        notice
        of redemption has been given as provided in Section 10.03, the Debt Securities
        or portions of Debt Securities with respect to which such notice has been
        given
        shall become due and payable on the related Optional Redemption Date or Special
        Redemption Date (as the case may be) and at the place or places stated in
        such
        notice at the applicable price therefor, together with unpaid interest accrued
        thereon to said Optional Redemption Date or the Special Redemption Date (as
        the
        case may be), and on and after said Optional Redemption Date or the Special
        Redemption Date (as the case may be) (unless the Company shall default in
        the
        payment of such Debt Securities at the redemption price, together with unpaid
        interest accrued thereon to said date) interest on the Debt Securities or
        portions of Debt Securities so called for redemption shall cease to accrue.
        On
        presentation and surrender of such Debt Securities at a place of payment
        specified in said notice, such Debt Securities or the specified portions
        thereof
        shall be paid and redeemed by the Company at the applicable price therefor,
        together with unpaid interest, if any, accrued thereon to said Optional
        Redemption Date or the Special Redemption Date (as the case may be); provided , however ,
        that
        interest payable on any Interest Payment Date on or prior to said Optional
        Redemption Date or the Special Redemption Date will be paid to the holders
        on
        the relevant regular record date.
 
 Upon
        presentation of any Debt Security redeemed in part only, the Company shall
        execute and the Trustee shall authenticate and make available for delivery
        to
        the holder thereof, at the expense of the Company, a new Debt Security or
        Debt
        Securities of authorized denominations in principal amount equal to the
        unredeemed portion of the Debt Security so presented.
 
 **ARTICLE
        XI**
 **CONSOLIDATION,
        MERGER, SALE, CONVEYANCE AND LEASE**
 
 Section
        11.01  Company
        May Consolidate, etc., on Certain Terms .
 
 Nothing
        contained in this Indenture or in the Debt Securities shall prevent any
        consolidation or merger of the Company with or into any other corporation
        or
        corporations (whether or not affiliated with the Company) or successive
        consolidations or mergers in which the Company or its successor or successors
        shall be a party or parties, or shall prevent any sale, conveyance, transfer
        or
        other disposition of all or substantially all of the property or capital
        stock
        of the Company or its successor or successors to any other corporation (whether
        or not affiliated with the Company or its successor or successors) authorized
        to
        acquire and operate the same; provided , however ,
        that
        the Company hereby covenants and agrees that (i) upon any such
        consolidation, merger (where the Company is not the surviving corporation),
        sale, conveyance, transfer or other disposition, the successor entity shall
        be a
        corporation organized and existing under the laws of the United States or
        any
        state thereof or the District of Columbia (unless such corporation has
        (1) agreed to make all payments due in respect of the Debt Securities or,
        if outstanding, the Trust Securities and the Capital Securities Guarantee
        without withholding or deduction for, or on account of, any taxes, duties,
        assessments or other governmental charges under the laws or regulations of
        the
        jurisdiction of organization or residence (for tax purposes) of such corporation
        or any political subdivision or taxing authority thereof or therein unless
        required by applicable law, in which case such corporation shall have agreed
        to
        pay such additional amounts as shall be required so that the net amounts
        received and retained by the holders of such Debt Securities or Trust
        Securities, as the case may be, after payment of all taxes (including
        withholding taxes), duties, assessments or other governmental charges, will
        be
        equal to the amounts that such holders would have received and retained had
        no
        such taxes (including withholding taxes), duties, assessments or other
        governmental charges been imposed, (2) irrevocably and unconditionally
        consented and submitted to the jurisdiction of any United States federal
        court
        or New York state court, in each case located in the Borough of Manhattan,
        The
        City of New York, in respect of any action, suit or proceeding against it
        arising out of or in connection with this Indenture, the Debt Securities,
        the
        Capital Securities Guarantee or the Declaration and irrevocably and
        unconditionally waived, to the fullest extent permitted by law, any objection
        to
        the laying of venue in any such court or that any such action, suit or
        proceeding has been brought in an inconvenient forum and (3) irrevocably
        appointed an agent in The City of New York for service of process in any
        action,
        suit or proceeding referred to in clause (2) above) and such corporation
        expressly assumes all of the obligations of the Company under the Debt
        Securities, this Indenture, the Capital Securities Guarantee and the Declaration
        and (ii) after giving effect to any such consolidation, merger, sale,
        conveyance, transfer or other disposition, no Default or Event of Default
        shall
        have occurred and be continuing.
 
 52
 Section
        11.02  Successor
        Entity to be Substituted .
 
 In
        case
        of any such consolidation, merger, sale, conveyance, transfer or other
        disposition contemplated in Section 11.01 and upon the assumption by the
        successor corporation, by supplemental indenture, executed and delivered
        to the
        Trustee and reasonably satisfactory in form to the Trustee, of the due and
        punctual payment of the principal of and premium, if any, and interest on
        all of
        the Debt Securities and the due and punctual performance and observance of
        all
        of the covenants and conditions of this Indenture to be performed or observed
        by
        the Company, such successor corporation shall succeed to and be substituted
        for
        the Company, with the same effect as if it had been named herein as the Company,
        and thereupon the predecessor entity shall be relieved of any further liability
        or obligation hereunder or upon the Debt Securities. Such successor corporation
        thereupon may cause to be signed, and may issue either in its own name or
        in the
        name of the Company, any or all of the Debt Securities issuable hereunder
        which
        theretofore shall not have been signed by the Company and delivered to the
        Trustee or the Authenticating Agent; and, upon the order of such successor
        corporation instead of the Company and subject to all the terms, conditions
        and
        limitations in this Indenture prescribed, the Trustee or the Authenticating
        Agent shall authenticate and deliver any Debt Securities which previously
        shall
        have been signed and delivered by the officers of the Company to the Trustee
        or
        the Authenticating Agent for authentication, and any Debt Securities which
        such
        successor corporation thereafter shall cause to be signed and delivered to
        the
        Trustee or the Authenticating Agent for that purpose. All the Debt Securities
        so
        issued shall in all respects have the same legal rank and benefit under this
        Indenture as the Debt Securities theretofore or thereafter issued in accordance
        with the terms of this Indenture as though all of such Debt Securities had
        been
        issued at the date of the execution hereof.
 
 53
 Section
        11.03  Opinion
        of Counsel to be Given to Trustee .
 
 The
        Trustee, subject to the provisions of Sections 6.01 and 6.02, shall receive,
        in
        addition to the Opinion of Counsel required by Section 9.05, an Opinion of
        Counsel as conclusive evidence that any consolidation, merger, sale, conveyance,
        transfer or other disposition, and any assumption, permitted or required
        by the
        terms of this Article XI complies with the provisions of this Article XI.
 
 **ARTICLE
        XII**
 **SATISFACTION
        AND DISCHARGE OF INDENTURE**
 
 Section
        12.01  Discharge
        of Indenture .
 
 When
        (a) the Company shall deliver to the Trustee for cancellation all Debt
        Securities theretofore authenticated (other than any Debt Securities which
        shall
        have been destroyed, lost or stolen and which shall have been replaced or
        paid
        as provided in Section 2.06) and not theretofore canceled, or (b) all the
        Debt Securities not theretofore canceled or delivered to the Trustee for
        cancellation shall have become due and payable, or are by their terms to
        become
        due and payable within one year or are to be called for redemption within
        one
        year under arrangements satisfactory to the Trustee for the giving of notice
        of
        redemption, and the Company shall deposit with the Trustee, in trust, funds,
        which shall be immediately due and payable, sufficient to pay at maturity
        or
        upon redemption all of the Debt Securities (other than any Debt Securities
        which
        shall have been destroyed, lost or stolen and which shall have been replaced
        or
        paid as provided in Section 2.06) not theretofore canceled or delivered to
        the
        Trustee for cancellation, including principal and premium, if any, and interest
        due or to become due to the Maturity Date, any Optional Redemption Date or
        the
        Special Redemption Date, as the case may be, but excluding, however, the
        amount
        of any moneys for the payment of principal of and premium, if any, or interest
        on the Debt Securities (1) theretofore repaid to the Company in accordance
        with the provisions of Section 12.04, or (2) paid to any state or to the
        District of Columbia pursuant to its unclaimed property or similar laws,
        and if
        in the case of either clause (a) or (b) above the Company shall also pay
        or
        cause to be paid all other sums payable hereunder by the Company, then this
        Indenture shall cease to be of further effect except for the provisions of
        Sections 2.05, 2.06, 3.01, 3.02, 3.04, 6.06, 6.09 and 12.04 hereof, which
        shall
        survive until such Debt Securities shall mature or are redeemed, as the case
        may
        be, and are paid in full. Thereafter, Sections 6.06, 6.09 and 12.04 shall
        survive, and the Trustee, on demand of the Company accompanied by an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions
        precedent herein provided for relating to the satisfaction and discharge
        of this
        Indenture have been complied with, and at the cost and expense of the Company,
        shall execute proper instruments acknowledging satisfaction of and discharging
        this Indenture, the Company, however, hereby agreeing to reimburse the Trustee
        for any costs or expenses thereafter reasonably and properly incurred by
        the
        Trustee in connection with this Indenture or the Debt Securities.
 
 54
 Section
        12.02  Deposited
        Moneys to be Held in Trust by Trustee .
 
 Subject
        to the provisions of Section 12.04, all moneys deposited with the Trustee
        pursuant to Section 12.01 shall be held in trust and applied by it to the
        payment, either directly or through any Paying Agent (including the Company
        if
        acting as its own Paying Agent), to the holders of the particular Debt
        Securities for the payment of which such moneys have been deposited with
        the
        Trustee, of all sums due and to become due thereon for principal, premium,
        if
        any, and interest.
 
 Section
        12.03  Paying
        Agent to Repay Moneys Held .
 
 Upon
        the
        satisfaction and discharge of this Indenture, all moneys then held by any
        Paying
        Agent of the Debt Securities (other than the Trustee) shall, upon demand
        of the
        Company, be repaid to the Company or paid to the Trustee, and thereupon such
        Paying Agent shall be released from all further liability with respect to
        such
        moneys.
 
 Section
        12.04  Return
        of Unclaimed Moneys .
 
 Any
        moneys deposited with or paid to the Trustee or any Paying Agent for payment
        of
        the principal of and premium, if any, or interest on Debt Securities and
        not
        applied but remaining unclaimed by the holders of Debt Securities for two
        years
        after the date upon which the principal of and premium, if any, or interest
        on
        such Debt Securities, as the case may be, shall have become due and payable,
        shall be repaid to the Company by the Trustee or such Paying Agent on written
        demand; and the holder of any of the Debt Securities shall thereafter look
        only
        to the Company for any payment which such holder may be entitled to collect
        and
        all liability of the Trustee or such Paying Agent with respect to such moneys
        shall thereupon cease.
 
 **ARTICLE
        XIII**
 **IMMUNITY
        OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS**
 
 Section
        13.01  Indenture
        and Debt Securities Solely Corporate Obligations .
 
 No
        recourse for the payment of the principal of or premium, if any, or interest
        on
        any Debt Security, or for any claim based thereon or otherwise in respect
        thereof, and no recourse under or upon any obligation, covenant or agreement
        of
        the Company in this Indenture or in any supplemental indenture, or in any
        such
        Debt Security, or because of the creation of any indebtedness represented
        thereby, shall be had against any incorporator, stockholder, officer, director,
        employee or agent, as such, past, present or future, of the Company or of
        any
        predecessor or successor corporation of the Company, either directly or through
        the Company or any successor corporation of the Company, whether by virtue
        of
        any constitution, statute or rule of law, or by the enforcement of any
        assessment or penalty or otherwise; it being expressly understood that all
        such
        liability is hereby expressly waived and released as a condition of, and
        as a
        consideration for, the execution of this Indenture and the issue of the Debt
        Securities .
 
 55
 **ARTICLE
        XIV**
 **MISCELLANEOUS
        PROVISIONS**
 
 Section
        14.01  Successors .
 
 All
        the
        covenants, stipulations, promises and agreements of the Company contained
        in
        this Indenture shall bind its successors and assigns, whether so expressed
        or
        not.
 
 Section
        14.02  Official
        Acts by Successor Entity .
 
 Any
        act
        or proceeding by any provision of this Indenture authorized or required to
        be
        done or performed by any board, committee or officer of the Company shall
        and
        may be done and performed with like force and effect by the like board,
        committee, officer or other authorized Person of any entity that shall at
        the
        time be the lawful successor of the Company.
 
 Section
        14.03  Surrender
        of Company Powers .
 
 The
        Company, by instrument in writing executed by authority of 2/3 (two thirds)
        of
        its Board of Directors and delivered to the Trustee, may surrender any of
        the
        powers reserved to the Company and thereupon such power so surrendered shall
        terminate both as to the Company and as to any permitted successor.
 
 Section
        14.04  Addresses
        for Notices, etc .
 
 Any
        notice or demand which by any provision of this Indenture is required or
        permitted to be given or served by the Trustee or by the Securityholders
        on the
        Company may be given or served in writing by being deposited postage prepaid
        by
        registered or certified mail in a post office letter box addressed (until
        another address is filed by the Company with the Trustee for such purpose)
        to
        the Company at 2328 West Joppa Road, Suite 325, Baltimore, Maryland 21093,
        Attention: Hugh W. Mohler. Any notice, direction, request or demand by any
        Securityholder or the Company to or upon the Trustee shall be deemed to have
        been sufficiently given or made, for all purposes, if given or made in writing
        at the office of Wilmington Trust Company at Rodney Square North, 1100 North
        Market Street, Wilmington, DE 19890-0001, Attention: Corporate Capital Markets.
 
 Section
        14.05  Governing
        Law .
 
 This
        Indenture and the Debt Securities shall each be governed by, and construed
        in
        accordance with, the laws of the State of New York, without regard to conflict
        of laws principles of said State other than Section 5-1401 of the New York
        General Obligations Law.
 
 Section
        14.06  Evidence
        of Compliance with Conditions Precedent .
 
 Upon
        any
        application or demand by the Company to the Trustee to take any action under
        any
        of the provisions of this Indenture, the Company shall furnish to the Trustee
        an
        Officers’ Certificate stating that in the opinion of the signers all conditions
        precedent, if any, provided for in this Indenture relating to the proposed
        action have been complied with and an Opinion of Counsel stating that, in
        the
        opinion of such counsel, all such conditions precedent have been complied
        with
        (except that no such Opinion of Counsel is required to be furnished to the
        Trustee in connection with the authentication and issuance of Debt Securities).
 
 56
 Each
        certificate or opinion provided for in this Indenture and delivered to the
        Trustee with respect to compliance with a condition or covenant provided
        for in
        this Indenture (except certificates delivered pursuant to Section 3.05) shall
        include (a) a statement that the person making such certificate or opinion
        has read such covenant or condition and the definitions relating thereto;
        (b) a brief statement as to the nature and scope of the examination or
        investigation upon which the statements or opinions contained in such
        certificate or opinion are based; (c) a statement that, in the opinion of
        such person, he or she has made such examination or investigation as is
        necessary to enable him or her to express an informed opinion as to whether
        or
        not such covenant or condition has been complied with; and (d) a statement
        as to whether or not, in the opinion of such person, such condition or covenant
        has been complied with.
 
 Section
        14.07  Business
        Day Convention .
 
 Notwithstanding
        anything to the contrary contained herein, if any Interest Payment Date,
        the
        Maturity Date, any Optional Redemption Date or the Special Redemption Date
        falls
        on a day that is not a Business Day, then the principal, premium, if any,
        and/or
        interest payable on such date will be paid on the next succeeding Business
        Day,
        and no additional interest will accrue in respect of such payment made on
        such
        next succeeding Business Day.
 
 Section
        14.08  Table
        of Contents, Headings, etc .
 
 The
        table
        of contents and the titles and headings of the Articles and Sections of this
        Indenture have been inserted for convenience of reference only, are not to
        be
        considered a part hereof, and shall in no way modify or restrict any of the
        terms or provisions hereof.
 
 Section
        14.09  Execution
        in Counterparts .
 
 This
        Indenture may be executed in any number of counterparts, each of which shall
        be
        an original, but such counterparts shall together constitute but one and
        the
        same instrument.
 
 Section
        14.10  Separability .
 
 In
        case
        any one or more of the provisions contained in this Indenture or in the Debt
        Securities shall for any reason be held to be invalid, illegal or unenforceable
        in any respect, such invalidity, illegality or unenforceability shall not
        affect
        any other provisions of this Indenture or of such Debt Securities, but this
        Indenture and such Debt Securities shall be construed as if such invalid,
        illegal or unenforceable provision had never been contained herein or therein.
 
 57
 Section
        14.11  Assignment .
 
 Subject
        to Article XI, the Company will have the right at all times to assign any
        of its
        rights or obligations under this Indenture and the Debt Securities to a direct
        or indirect wholly owned Subsidiary of the Company; provided , however ,
        that,
        in the event of any such assignment, the Company will remain liable for all
        such
        obligations. Subject to the foregoing, this Indenture is binding upon and
        inures
        to the benefit of the parties hereto and their respective successors and
        assigns. This Indenture may not otherwise be assigned by the parties thereto.
 
 Section
        14.12  Acknowledgment
        of Rights .
 
 The
        Company acknowledges that, with respect to any Debt Securities held by the
        Trust
        or a trustee of the Trust, if such trustee of the Trust fails to enforce
        its
        rights under this Indenture as the holder of Debt Securities held as the
        assets
        of the Trust after the holders of a majority in aggregate liquidation amount
        of
        the outstanding Capital Securities of the Trust have so directed in writing
        such
        trustee, a holder of record of such Capital Securities may, to the fullest
        extent permitted by law, institute legal proceedings directly against the
        Company to enforce such trustee’s rights under this Indenture without first
        instituting any legal proceedings against such trustee or any other Person.
        Notwithstanding the foregoing, if an Event of Default has occurred and is
        continuing and such event is attributable to the failure of the Company to
        pay
        interest or premium, if any, on or principal of the Debt Securities on the
        date
        such interest, premium, if any, or principal is otherwise due and payable
        (or,
        in the case of redemption, on the related Optional Redemption Date or the
        Special Redemption Date (as the case may be)), the Company acknowledges that
        a
        holder of outstanding Capital Securities of the Trust may directly institute
        a
        proceeding against the Company for enforcement of payment to such holder
        directly of the principal of or premium, if any, or interest on the Debt
        Securities having an aggregate principal amount equal to the aggregate
        liquidation amount of the Capital Securities of such holder on or after the
        respective due date (or Optional Redemption Date or Special Redemption Date
        (as
        the case may be)) specified in the Debt Securities.
 
 **ARTICLE
        XV**
 **SUBORDINATION
        OF DEBT SECURITIES**
 
 Section
        15.01  Agreement
        to Subordinate .
 
 The
        Company covenants and agrees, and each holder of Debt Securities issued
        hereunder and under any supplemental indenture (the “Additional Provisions”) by
        such holder’s acceptance thereof likewise covenants and agrees, that all Debt
        Securities shall be issued subject to the provisions of this Article XV;
        and
        each holder of a Debt Security, whether upon original issue or upon transfer
        or
        assignment thereof, accepts and agrees to be bound by such provisions.
 
 The
        payment by the Company of the payments due on all Debt Securities issued
        hereunder and under any Additional Provisions shall, to the extent and in
        the
        manner hereinafter set forth, be subordinated and junior in right of payment
        to
        the prior payment in full of all Senior Indebtedness of the Company, whether
        outstanding at the date of this Indenture or thereafter incurred.
 
 58
 No
        provision of this Article XV shall prevent the occurrence of any default
        or
        Event of Default hereunder.
 
 Section
        15.02  Default
        on Senior Indebtedness .
 
 In
        the
        event and during the continuation of any default by the Company in the payment
        of principal, premium, interest or any other amount due on any Senior
        Indebtedness of the Company following any applicable grace period, or in
        the
        event that the maturity of any Senior Indebtedness of the Company has been
        accelerated because of a default, and such acceleration has not been rescinded
        or canceled and such Senior Indebtedness has not been paid in full, then,
        in
        either case, no payment shall be made by the Company with respect to the
        payments due on the Debt Securities.
 
 In
        the
        event that, notwithstanding the foregoing, any payment shall be received
        by the
        Trustee or any Securityholder when such payment is prohibited by the preceding
        paragraph of this Section, such payment shall, subject to Section 15.06,
        be held
        in trust for the benefit of, and shall be paid over or delivered to, the
        holders
        of Senior Indebtedness or their respective representatives, or to the trustee
        or
        trustees under any indenture pursuant to which any of such Senior Indebtedness
        may have been issued, as their respective interests may appear, but only
        to the
        extent that the holders of the Senior Indebtedness (or their representative
        or
        representatives or trustee) notify the Trustee in writing within 90 days
        of such
        payment of the amounts then due and owing on the Senior Indebtedness and
        only
        the amounts specified in such notice to the Trustee shall be paid to the
        holders
        of Senior Indebtedness.
 
 Section
        15.03  Liquidation;
        Dissolution; Bankruptcy .
 
 Upon
        any
        payment by the Company or distribution of assets of the Company of any kind
        or
        character, whether in cash, property or securities, to creditors upon any
        dissolution, winding-up, liquidation or reorganization of the Company, whether
        voluntary or involuntary or in bankruptcy, insolvency, receivership or other
        proceedings, all amounts due upon all Senior Indebtedness of the Company
        shall
        first be paid in full, or payment thereof provided for in money in accordance
        with its terms, before any payment is made by the Company on the Debt
        Securities; and upon any such dissolution, winding-up, liquidation or
        reorganization, any payment by the Company, or distribution of assets of
        the
        Company of any kind or character, whether in cash, property or securities,
        to
        which the Securityholders or the Trustee would be entitled to receive from
        the
        Company, except for the provisions of this Article XV, shall be paid by the
        Company, or by any receiver, trustee in bankruptcy, liquidating trustee,
        agent
        or other Person making such payment or distribution, or by the Securityholders
        or by the Trustee under this Indenture if received by them or it, directly
        to
        the holders of Senior Indebtedness of the Company (pro rata to such holders
        on
        the basis of the respective amounts of Senior Indebtedness held by such holders,
        as calculated by the Company) or their representative or representatives,
        or to
        the trustee or trustees under any indenture pursuant to which any instruments
        evidencing such Senior Indebtedness may have been issued, as their respective
        interests may appear, to the extent necessary to pay such Senior Indebtedness
        in
        full, in money or money’s worth, after giving effect to any concurrent payment
        or distribution to or for the holders of such Senior Indebtedness, before
        any
        payment or distribution is made to the Securityholders or to the Trustee.
 
 59
 In
        the
        event that, notwithstanding the foregoing, any payment or distribution of
        assets
        of the Company of any kind or character, whether in cash, property or
        securities, prohibited by the foregoing shall be received by the Trustee
        or any
        Securityholder before all Senior Indebtedness of the Company is paid in full,
        or
        provision is made for such payment in money in accordance with its terms,
        such
        payment or distribution shall be held in trust for the benefit of, and shall
        be
        paid over or delivered to, the holders of such Senior Indebtedness or their
        representative or representatives, or to the trustee or trustees under any
        indenture pursuant to which any instruments evidencing such Senior Indebtedness
        may have been issued, as their respective interests may appear, as calculated
        by
        the Company, for application to the payment of all Senior Indebtedness of
        the
        Company remaining unpaid to the extent necessary to pay such Senior Indebtedness
        in full in money in accordance with its terms, after giving effect to any
        concurrent payment or distribution to or for the benefit of the holders of
        such
        Senior Indebtedness.
 
 For
        purposes of this Article XV, the words “cash, property or securities” shall not
        be deemed to include shares of stock of the Company as reorganized or
        readjusted, or securities of the Company or any other corporation provided
        for
        by a plan of reorganization or readjustment, the payment of which is
        subordinated at least to the extent provided in this Article XV with respect
        to
        the Debt Securities to the payment of all Senior Indebtedness of the Company,
        that may at the time be outstanding, provided, that (a) such Senior
        Indebtedness is assumed by the new corporation, if any, resulting from any
        such
        reorganization or readjustment, and (b) the rights of the holders of such
        Senior Indebtedness are not, without the consent of such holders, altered
        by
        such reorganization or readjustment. The consolidation of the Company with,
        or
        the merger of the Company into, another corporation or the liquidation or
        dissolution of the Company following the conveyance, transfer or other
        disposition of its property as an entirety, or substantially as an entirety,
        to
        another corporation upon the terms and conditions provided for in Article
        XI of
        this Indenture shall not be deemed a dissolution, winding-up, liquidation
        or
        reorganization for the purposes of this Section if such other corporation
        shall,
        as a part of such consolidation, merger, conveyance or transfer, comply with
        the
        conditions stated in Article XI of this Indenture. Nothing in Section 15.02
        or
        in this Section shall apply to claims of, or payments to, the Trustee under
        or
        pursuant to Section 6.06 of this Indenture.
 
 Section
        15.04  Subrogation .
 
 Subject
        to the payment in full of all Senior Indebtedness of the Company, the
        Securityholders shall be subrogated to the rights of the holders of such
        Senior
        Indebtedness to receive payments or distributions of cash, property or
        securities of the Company applicable to such Senior Indebtedness until all
        payments due on the Debt Securities shall be paid in full; and, for the purposes
        of such subrogation, no payments or distributions to the holders of such
        Senior
        Indebtedness of any cash, property or securities to which the Securityholders
        or
        the Trustee would be entitled except for the provisions of this Article XV,
        and
        no payment over pursuant to the provisions of this Article XV to or for the
        benefit of the holders of such Senior Indebtedness by Securityholders or
        the
        Trustee, shall, as between the Company, its creditors other than holders
        of
        Senior Indebtedness of the Company, and the holders of the Debt Securities
        be
        deemed to be a payment or distribution by the Company to or on account of
        such
        Senior Indebtedness. It is understood that the provisions of this Article
        XV
        are, and are intended, solely for the purposes of defining the relative rights
        of the holders of the Debt Securities, on the one hand, and the holders of
        such
        Senior Indebtedness, on the other hand.
 
 60
 Nothing
        contained in this Article XV or elsewhere in this Indenture, any Additional
        Provisions or in the Debt Securities is intended to or shall impair, as between
        the Company, its creditors other than the holders of Senior Indebtedness
        of the
        Company, and the holders of the Debt Securities, the obligation of the Company,
        which is absolute and unconditional, to pay to the holders of the Debt
        Securities all payments on the Debt Securities as and when the same shall
        become
        due and payable in accordance with their terms, or is intended to or shall
        affect the relative rights of the holders of the Debt Securities and creditors
        of the Company other than the holders of Senior Indebtedness of the Company,
        nor
        shall anything herein or therein prevent the Trustee or the holder of any
        Debt
        Security from exercising all remedies otherwise permitted by applicable law
        upon
        default under this Indenture, subject to the rights, if any, under this
        Article XV of the holders of such Senior Indebtedness in respect of cash,
        property or securities of the Company received upon the exercise of any such
        remedy.
 
 Upon
        any
        payment or distribution of assets of the Company referred to in this
        Article XV, the Trustee, subject to the provisions of Article VI of this
        Indenture, and the Securityholders shall be entitled to conclusively rely
        upon
        any order or decree made by any court of competent jurisdiction in which
        such
        dissolution, winding-up, liquidation or reorganization proceedings are pending,
        or a certificate of the receiver, trustee in bankruptcy, liquidation trustee,
        agent or other Person making such payment or distribution, delivered to the
        Trustee or to the Securityholders, for the purposes of ascertaining the Persons
        entitled to participate in such distribution, the holders of Senior Indebtedness
        and other indebtedness of the Company, the amount thereof or payable thereon,
        the amount or amounts paid or distributed thereon and all other facts pertinent
        thereto or to this Article X-V.
 
 Section
        15.05  Trustee
        to Effectuate Subordination .
 
 Each
        Securityholder, by such Securityholder’s acceptance thereof, authorizes and
        directs the Trustee on such Securityholder’s behalf to take such action as may
        be necessary or appropriate to effectuate the subordination provided in this
        Article XV and appoints the Trustee such Securityholder’s attorney-in-fact for
        any and all such purposes.
 
 Section
        15.06  Notice
        by the Company .
 
 The
        Company shall give prompt written notice to a Responsible Officer of the
        Trustee
        at the Principal Office of the Trustee of any fact known to the Company that
        would prohibit the making of any payment of moneys to or by the Trustee in
        respect of the Debt Securities pursuant to the provisions of this Article
        XV.
        Notwithstanding the provisions of this Article XV or any other provision
        of this
        Indenture or any Additional Provisions, the Trustee shall not be charged
        with
        knowledge of the existence of any facts that would prohibit the making of
        any
        payment of moneys to or by the Trustee in respect of the Debt Securities
        pursuant to the provisions of this Article XV unless and until a Responsible
        Officer of the Trustee at the Principal Office of the Trustee shall have
        received written notice thereof from the Company or a holder or holders of
        Senior Indebtedness or from any trustee therefor; and before the receipt
        of any
        such written notice, the Trustee, subject to the provisions of Article VI
        of
        this Indenture, shall be entitled in all respects to assume that no such
        facts
        exist; provided , however ,
        that if
        the Trustee shall not have received the notice provided for in this Section
        at
        least two Business Days prior to the date upon which by the terms hereof
        any
        money may become payable for any purpose (including, without limitation,
        the
        payment of the principal of or premium, if any, or interest on any Debt
        Security), then, anything herein contained to the contrary notwithstanding,
        the
        Trustee shall have full power and authority to receive such money and to
        apply
        the same to the purposes for which they were received, and shall not be affected
        by any notice to the contrary that may be received by it within two Business
        Days prior to such date.
 
 61
 The
        Trustee, subject to the provisions of Article VI of this Indenture, shall
        be
        entitled to conclusively rely on the delivery to it of a written notice by
        a
        Person representing himself or herself to be a holder of Senior Indebtedness
        of
        the Company (or a trustee or representative on behalf of such holder) to
        establish that such notice has been given by a holder of such Senior
        Indebtedness or a trustee or representative on behalf of any such holder
        or
        holders. In the event that the Trustee determines in good faith that further
        evidence is required with respect to the right of any Person as a holder
        of such
        Senior Indebtedness to participate in any payment or distribution pursuant
        to
        this Article XV, the Trustee may request such Person to furnish evidence
        to the
        reasonable satisfaction of the Trustee as to the amount of such Senior
        Indebtedness held by such Person, the extent to which such Person is entitled
        to
        participate in such payment or distribution and any other facts pertinent
        to the
        rights of such Person under this Article XV, and, if such evidence is not
        furnished, the Trustee may defer any payment to such Person pending judicial
        determination as to the right of such Person to receive such payment.
 
 Section
        15.07  Rights
        of the Trustee; Holders of Senior Indebtedness .
 
 The
        Trustee, in its individual capacity, shall be entitled to all the rights
        set
        forth in this Article XV in respect of any Senior Indebtedness at any time
        held
        by it, to the same extent as any other holder of Senior Indebtedness, and
        nothing in this Indenture or any Additional Provisions shall deprive the
        Trustee
        of any of its rights as such holder.
 
 With
        respect to the holders of Senior Indebtedness of the Company, the Trustee
        undertakes to perform or to observe only such of its covenants and obligations
        as are specifically set forth in this Article XV, and no implied covenants
        or
        obligations with respect to the holders of such Senior Indebtedness shall
        be
        read into this Indenture or any Additional Provisions against the Trustee.
        The
        Trustee shall not owe or be deemed to owe any fiduciary duty to the holders
        of
        such Senior Indebtedness and, subject to the provisions of Article VI of
        this
        Indenture, the Trustee shall not be liable to any holder of such Senior
        Indebtedness if it shall pay over or deliver to Securityholders, the Company
        or
        any other Person money or assets to which any holder of such Senior Indebtedness
        shall be entitled by virtue of this Article XV or otherwise.
 
 Nothing
        in this Article XV shall apply to claims of, or payments to, the Trustee
        under
        or pursuant to Section 6.06.
 
 62
 Section
        15.08  Subordination
        May Not Be Impaired .
 
 No
        fight
        of any present or future holder of any Senior Indebtedness of the Company
        to
        enforce subordination as herein provided shall at any time in any way be
        prejudiced or impaired by any act or failure to act on the part of the Company,
        or by any act or failure to act, in good faith, by any such holder, or by
        any
        noncompliance by the Company, with the terms, provisions and covenants of
        this
        Indenture, regardless of any knowledge thereof that any such holder may have
        or
        otherwise be charged with.
 
 Without
        in any way limiting the generality of the foregoing paragraph, the holders
        of
        Senior Indebtedness of the Company may, at any time and from time to time,
        without the consent of or notice to the Trustee or the Securityholders, without
        incurring responsibility to the Securityholders and without impairing or
        releasing the subordination provided in this Article XV or the obligations
        hereunder of the holders of the Debt Securities to the holders of such Senior
        Indebtedness, do any one or more of the following: (a) change the manner,
        place or terms of payment or extend the time of payment of, or renew or alter,
        such Senior Indebtedness, or otherwise amend or supplement in any manner
        such
        Senior Indebtedness or any instrument evidencing the same or any agreement
        under
        which such Senior Indebtedness is outstanding; (b) sell, exchange, release
        or otherwise deal with any property pledged, mortgaged or otherwise securing
        such Senior Indebtedness; (c) release any Person liable in any manner for
        the collection of such Senior Indebtedness; and (d) exercise or refrain
        from exercising any rights against the Company or any other Person.
 
 Wilmington
        Trust Company, in its capacity as Trustee, hereby accepts the trusts in this
        Indenture declared and provided, upon the terms and conditions herein above
        set
        forth.
 
 IN
        WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
        executed by their respective officers thereunto duly authorized, as of the
        day
        and year first above written.
  BAY
                    NATIONAL CORPORATIONBy:
                /s/
                    Hugh W. MohlerName:
                    Hugh W. MohlerTitle:
                    PresidentWILMINGTON
                    TRUST COMPANY,As
                    TrusteeBy:
                /s/
                    Denise M. GeranName:
                    Denise M. GeranTitle:
                    Vice President
 
  63
   **Exhibit
        A**
 
 Form
        of
        Debt Security
 
 
 
  
   **EXHIBIT
        A**
 
 **FORM
        OF DEBT SECURITY**
 
 [FORM
        OF
        FACE OF SECURITY]
 
 [THIS
        SECURITY IS A GLOBAL DEBENTURE 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
        COMPANY
        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 IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
        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.] 1
 
 THIS
        SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
        (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
        SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
        HEREIN
        MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
        DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
        IS
        EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
        ACT. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN,
        BY ITS
        ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES TO OFFER, SELL OR
        OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN
        PRIOR
        TO THE DATE WHICH IS THE LATER OF (i) TWO YEARS (OR SUCH SHORTER PERIOD OF
        TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE LATER
        OF
        (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE LAST DATE ON
        WHICH THE COMPANY OR ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER THE SECURITIES
        ACT) OF THE COMPANY WAS THE HOLDER OF THIS SECURITY OR SUCH INTEREST OR
        PARTICIPATION (OR ANY PREDECESSOR THERETO) AND (ii) SUCH LATER DATE, IF
        ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW, ONLY
        (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
        (“RULE 144A”), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED
        INSTITUTIONAL BUYER”, AS DEFINED IN RULE 144A, THAT PURCHASES FOR ITS OWN
        ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
        IS
        GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
        (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
        SECURITIES ACT TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH
        (a) (1), (2), (3), (7) OR (8) OF RULE 501 UNDER THE SECURITIES ACT THAT IS
        ACQUIRING THIS SECURITY OR SUCH INTEREST OR PARTICIPATION FOR ITS OWN ACCOUNT,
        OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES
        AND
        NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION
        IN
        VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-US
        PERSONS THAT OCCUR OUTSIDE THE UNITED STATES PURSUANT TO REGULATIONS UNDER
        THE
        SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
        REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S RIGHT
        PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) ABOVE
        TO
        REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
        INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF
        WHICH
        MAY BE OBTAINED FROM THE COMPANY.
 1 Only
              applicable if this Debt Security is a Global Debt
              Security.
 A-1
 THE
        HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS
        ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES THAT IT WILL COMPLY
        WITH THE FOREGOING RESTRICTIONS. THE HOLDER OF THIS SECURITY OR ANY INTEREST
        OR
        PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY
        BE,
        ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT,
        INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE
        I OF
        THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR
        SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH
        A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON
        OF ANY PLAN’S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING “PLAN ASSETS” OF
        ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST OR PARTICIPATION
        HEREIN, 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 SUCH INTEREST OR PARTICIPATION IS
        NOT
        PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT
        TO
        SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY
        INTEREST OR PARTICIPATION HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS
        PURCHASE AND HOLDING HEREOF OR THEREOF, AS THE CASE MAY BE, THAT EITHER
        (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3)
        OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE
        OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR
        ANY
        OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN
        TO
        FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE AND HOLDING WILL NOT RESULT IN
        A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE
        CODE
        FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.
 
 A-2
 IN
        CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO
        THE
        REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY
        BE
        REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE
        FOREGOING RESTRICTIONS.
 
 THIS
        SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS
        OF
        $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER
        OF
        THIS SECURITY IN DENOMINATIONS OF LESS THAN $100,000 SHALL BE DEEMED TO BE
        VOID
        AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE
        DEEMED
        NOT TO BE THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN
        FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
        ON
        THIS SECURITY OR SUCH INTEREST OR PARTICIPATION, AND SUCH PURPORTED TRANSFEREE
        SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY OR ANY INTEREST
        OR PARTICIPATION HEREIN.
 
 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”). THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF THE
        DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED CREDITORS OF THE COMPANY,
        IS
        INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES
        AND IS NOT SECURED.
 
 Fixed
        Rate Junior Subordinated Debt Security due 2036 of
 BAY
        NATIONAL CORPORATION
 
 Bay
        National Corporation, a bank holding company incorporated in the State of
        Maryland (the “Company”, which term includes any successor permitted under the
        Indenture (as defined herein)), for value received, promises to pay to
        Wilmington Trust Company, not in its individual capacity but solely as
        Institutional Trustee for Bay National Capital Trust I, a Delaware statutory
        trust, or registered assigns, the principal amount of EIGHT MILLION TWO HUNDRED
        FORTY-EIGHT THOUSAND Dollars ($8,248,000) on February 23, 2036 (the “Maturity
        Date”) (or any Optional Redemption Date or the Special Redemption Date, each as
        defined herein, or any earlier date of acceleration of the maturity of this
        Debt
        Security), and to pay interest on the outstanding principal amount of this
        Debt
        Security from December 12, 2005, or from the most recent Interest Payment
        Date
        (as defined below) to which interest has been paid or duly provided for,
        quarterly (subject to deferral as set forth herein) in arrears on February
        23,
        May 23, August 23 and November 23 of each year, commencing on February 23,
        2006
        (each, an “Interest Payment Date”), at a fixed rate per annum equal to 7.20%
        (the “Interest Rate”) until the principal hereof shall have been paid or duly
        provided for, and on any overdue principal and (without duplication and to
        the
        extent that payment of such interest is enforceable under applicable law)
        on any
        overdue installment of interest at an annual rate equal to the Interest Rate,
        compounded quarterly. The amount of interest payable for any Interest Period
        shall be computed on the basis of a 360-day year consisting of twelve 30-day
        months.
 
 A-3
 The
        interest installment so payable, and punctually paid or duly provided for,
        on
        any Interest Payment Date will, as provided in the Indenture, be paid to
        the
        Person in whose name this Debt Security (or one or more Predecessor Securities,
        as defined in the Indenture) is registered at the close of business on the
        “regular record date” for such interest installment, which shall be the
        fifteenth day prior to such Interest Payment Date, whether or not such day
        is a
        Business Day (as defined herein). Any such interest installment (other than
        Deferred Interest (as defined herein)) not punctually paid or duly provided
        for
        shall forthwith cease to be payable to the holders on such regular record
        date
        and may be paid to the Person in whose name this Debt Security (or one or
        more
        Predecessor Securities) is registered at the close of business on a special
        record date to be fixed by the Trustee for the payment of such defaulted
        interest, notice whereof shall be given to the holders of the Debt Securities
        not less than 10 days prior to such special record date, all as more fully
        provided in the Indenture.
 
 Payment
        of the principal of and premium, if any, and interest on this Debt Security
        due
        on the Maturity Date, any Optional Redemption Date or the Special Redemption
        Date, as the case may be, shall be made in immediately available funds against
        presentation and surrender of this Debt Security at the office or agency
        of the
        Trustee maintained for that purpose in Wilmington, Delaware, or at the office
        or
        agency of any other Paying Agent appointed by the Company maintained for
        that
        purpose in Wilmington, Delaware or Annapolis, Maryland. Payment of interest
        on
        this Debt Security due on any Interest Payment Date other than the Maturity
        Date, any Optional Redemption Date or the Special Redemption Date, as the
        case
        may be, shall be made at the option of the Company by check mailed to the
        holder
        thereof at such address as shall appear in the Debt Security Register or
        by wire
        transfer of immediately available funds to an account appropriately designated
        by the holder hereof. Notwithstanding the foregoing, so long as the holder
        of
        this Debt Security is the Institutional Trustee, payment of the principal
        of and
        premium, if any, and interest on this Debt Security shall be made in immediately
        available funds when due at such place and to such account as may be designated
        by the Institutional Trustee. All payments in respect of this Debt Security
        shall be payable in any coin or currency of the United States of America
        that at
        the time of payment is legal tender for payment of public and private debts.
 
 Notwithstanding
        anything to the contrary contained herein, if any Interest Payment Date,
        the
        Maturity Date, any Optional Redemption Date or the Special Redemption Date
        falls
        on a day that is not a Business Day, then the principal, premium, if any,
        and/or
        interest payable on such date will be paid on the next succeeding Business
        Day,
        and no additional interest will accrue in respect of such payment made on
        such
        next succeeding Business Day.
 
 A-4
 So
        long
        as no Event of Default pursuant to Sections 5.01(b), (e), (f), (g), (h) or
        (i)
        of the Indenture has occurred and is continuing, the Company shall have the
        right, from time to time and without causing an Event of Default, to defer
        payments of interest on the Debt Securities by extending the interest payment
        period on the Debt Securities at any time and from time to time during the
        term
        of the Debt Securities, for up to 20 consecutive quarterly periods (each
        such
        extended interest payment period, together with all previous and further
        consecutive extensions thereof, is referred to herein as an “Extension Period”).
        No Extension Period may end on a date other than an Interest Payment Date
        or
        extend beyond the Maturity Date, any Optional Redemption Date or the Special
        Redemption Date, as the case may be. During any Extension Period, interest
        will
        continue to accrue on the Debt Securities, and interest on such accrued interest
        (such accrued interest and interest thereon referred to herein as “Deferred
        Interest”) will accrue at an annual rate equal to the Interest Rate compounded
        quarterly from the date such Deferred Interest would have been payable were
        it
        not for the Extension Period, to the extent permitted by applicable law.
        No
        interest or Deferred Interest (except any Additional Amounts (as defined
        in the
        Indenture) that may be due and payable) shall be due and payable during an
        Extension Period, except at the end thereof. At the end of any Extension
        Period,
        the Company shall pay all Deferred Interest then accrued and unpaid on the
        Debt
        Securities; provided , however ,
        that
        during any Extension Period, the Company may not (i) declare or pay any
        dividends or distributions on, or redeem, purchase, acquire, or make a
        liquidation payment with respect to, any of the Company’s capital stock,
        (ii) make any payment of principal of or premium, if any, or interest on or
        repay, repurchase or redeem any debt securities of the Company that rank *pari
        passu* in all
        respects with or junior in interest to the Debt Securities or (iii) make
        any payment under any guarantees of the Company that rank in all respects *pari
        passu* with or
        junior in respect to the Capital Securities Guarantee (other than
        (a) repurchases, redemptions or other acquisitions of shares of capital
        stock of the Company (A) in connection with any employment contract,
        benefit plan or other similar arrangement with or for the benefit of one
        or more
        employees, officers, directors or consultants, (B) in connection with a
        dividend reinvestment or stockholder stock purchase plan or (C) in
        connection with the issuance of capital stock of the Company (or securities
        convertible into or exercisable for such capital stock), as consideration
        in an
        acquisition transaction entered into prior to such Extension Period, (b) as
        a result of any exchange or conversion of any class or series of the Company’s
        capital stock (or any capital stock of a subsidiary of the Company) for any
        class or series of the Company’s capital stock or of any class or series of the
        Company’s indebtedness for any class or series of the Company’s capital stock,
        (c) the purchase of fractional interests in shares of the Company’s capital
        stock pursuant to the conversion or exchange provisions of such capital stock
        or
        the security being converted or exchanged, (d) any declaration of a
        dividend in connection with any stockholder’s rights plan, or the issuance of
        rights, stock or other property under any stockholder’s rights plan, or the
        redemption or repurchase of rights pursuant thereto or (e) any dividend in
        the form of stock, warrants, options or other rights where the dividend stock
        or
        the stock issuable upon exercise of such warrants, options or other rights
        is
        the same stock as that on which the dividend is being paid or ranks *pari
        passu* with or
        junior to such stock). Prior to the termination of any Extension Period,
        the
        Company may further extend such Extension Period, provided ,
        that no
        Extension Period (including all previous and further consecutive extensions
        that
        are part of such Extension Period) shall exceed 20 consecutive quarterly
        periods. Upon the termination of any Extension Period and upon the payment
        of
        all Deferred Interest, the Company may commence a new Extension Period, subject
        to the foregoing requirements. The Company must give the Trustee notice of
        its
        election to begin or extend an Extension Period no later than the close of
        business on the fifteenth Business Day prior to the applicable Interest Payment
        Date. The indebtedness evidenced by this Debt Security is, to the extent
        provided in the Indenture, subordinate and junior in right of payment to
        the
        prior payment in full of all Senior Indebtedness (as defined in the Indenture),
        and this Debt Security is issued subject to the provisions of the Indenture
        with
        respect thereto. Each holder of this Debt Security, by accepting the same,
        (a) agrees to and shall be bound by such provisions, (b) authorizes
        and directs the Trustee on such holder’s behalf to take such action as may be
        necessary or appropriate to acknowledge or effectuate the subordination so
        provided and (c) appoints the Trustee such holder’s attorney-in-fact for
        any and all such purposes. Each holder hereof, by such holder’s acceptance
        hereof, hereby waives all notice of the acceptance of the subordination
        provisions contained herein and in the Indenture by each holder of Senior
        Indebtedness, whether now outstanding or hereafter incurred, and waives reliance
        by each such holder upon said provisions.
 
 A-5
 The
        Company waives diligence, presentment, demand for payment, notice of nonpayment,
        notice of protest, and all other demands and notices.
 
 This
        Debt
        Security shall not be entitled to any benefit under the Indenture hereinafter
        referred to and shall not be valid or become obligatory for any purpose until
        the certificate of authentication hereon shall have been signed by or on
        behalf
        of the Trustee.
 
 The
        provisions of this Debt Security are continued on the reverse side hereof
        and
        such continued provisions shall for all purposes have the same effect as
        though
        fully set forth at this place.
 
 This
        Debt
        Security may contain more than one counterpart of the signature page and
        this
        Debt Security may be executed and authenticated by the affixing of the signature
        of a proper officer of the Company, and the signature of the Trustee providing
        authentication, to any of such counterpart signature pages. All of such
        counterpart signature pages shall be read as though one, and they shall have
        the
        same force and effect as though the Company had executed, and the Trustee
        had
        authenticated, a single signature page.
  A-6
  IN
        WITNESS WHEREOF, the Company has duly executed this certificate.
 
 BAY
        NATIONAL CORPORATION
 
 
 By:____________________________________________
 Name:
 Title:
 
 
 Dated:____________________________ ,
        ______
 
 
 CERTIFICATE
        OF AUTHENTICATION
 
 This
        certificate represents Debt Securities referred to in the within-mentioned
        Indenture.
 
 WILMINGTON
        TRUST COMPANY,
 not
        in
        its individual capacity but solely as the Trustee
 
 
 By:________________________________________________
 Authorized
        Officer
 
 
 
 Dated:____________________________ ,
        ______
 
  A-7
  [FORM
        OF
        REVERSE OF SECURITY]
 
 
 This
        Debt
        Security is one of a duly authorized series of debt securities of the Company
        (collectively, the “Debt Securities”), all issued or to be issued pursuant to an
        Indenture (the “Indenture”), dated as of December 12, 2005, duly executed and
        delivered between the Company and Wilmington Trust Company, as Trustee (the
        “Trustee”), to which Indenture and all indentures supplemental thereto reference
        is hereby made for a description of the rights, limitations of rights,
        obligations, duties and immunities thereunder of the Trustee, the Company
        and
        the holders of the Debt Securities of which this Debt Security is a part.
 
 Upon
        the
        occurrence and continuation of a Tax Event, an Investment Company Event or
        a
        Capital Treatment Event (each, a “Special Event”), the Company shall have the
        right to redeem this Debt Security, at its option, in whole with all other
        Debt
        Securities but not in part, at any time, within 90 days following the occurrence
        of such Special Event (the “Special Redemption Date”), at the Special Redemption
        Price (as defined herein).
 
 The
        Company shall also have the right to redeem this Debt Security at its option,
        in
        whole or (provided that all accrued and unpaid interest has been paid on
        all
        Debt Securities for all Interest Periods terminating on or prior to such
        date)
        from time to time in part, on any Interest Payment Date on or after February
        23,
        2011 (each, an “Optional Redemption Date”), at the Optional Redemption Price (as
        defined herein).
 
 Any
        redemption pursuant to the preceding two paragraphs will be made, subject
        to
        receipt by the Company of prior approval from the Board of Governors of the
        Federal Reserve System (the “Federal Reserve”) if then required under applicable
        capital guidelines or policies of the Federal Reserve, upon not less than
        30
        days’ nor more than 60 days’ prior written notice. If the Debt Securities are
        only partially redeemed by the Company, the Debt Securities will be redeemed
        pro
        rata or by any other method utilized by the Trustee. In the event of redemption
        of this Debt Security in part only, a new Debt Security or Debt Securities
        for
        the unredeemed portion hereof will be issued in the name of the holder hereof
        upon the cancellation hereof.
 
 “Optional
        Redemption Price” means an amount in cash equal to 100% of the principal amount
        of this Debt Security being redeemed plus unpaid interest accrued thereon
        to the
        related Optional Redemption Date.
 
 “Special
        Redemption Price” means, with respect to the redemption of this Debt Security
        following a Special Event, an amount in cash equal to 104.00% of the principal
        amount of this Debt Security to be redeemed prior to February 23, 2007 and
        thereafter equal to the percentage of the principal amount of this Debt Security
        that is specified below for the Special Redemption Date plus, in each case,
        unpaid interest accrued thereon to the Special Redemption Date:
 
 A-8
 Special
                  Redemption During the 12-Month
                Period
                  Beginning February 23
              Percentage
                  of Principal Amount2007
              103.20%2008
              102.40%2009
              101.60%2010
              100.80%2011
                  and thereafter
              100.00%
 
 In
        case
        an Event of Default, as defined in the Indenture, shall have occurred and
        be
        continuing, the principal of all of the Debt Securities may be declared,
        and, in
        certain cases, shall ipso
        facto become,
        due and payable, and upon any such declaration of acceleration shall become
        due
        and payable, in each case, in the manner, with the effect and subject to
        the
        conditions provided in the Indenture.
 
 The
        Indenture contains provisions permitting the Company and the Trustee, with
        the
        consent of the holders of a majority in aggregate principal amount of the
        Debt
        Securities at the time outstanding affected thereby, as specified in the
        Indenture, to execute supplemental indentures for the purpose of adding any
        provisions to or changing in any manner or eliminating any of the provisions
        of
        the Indenture or of any supplemental indenture or of modifying in any manner
        the
        rights of the holders of the Debt Securities; provided , however ,
        that no
        such supplemental indenture shall, among other things, without the consent
        of
        the holders of each Debt Security then outstanding and affected thereby
        (i) change the Maturity Date of any Debt Security, or reduce the principal
        amount thereof or any premium thereon, or reduce the rate or extend the time
        of
        payment of interest thereon, or reduce (other than as a result of the maturity
        or earlier redemption of any such Debt Security in accordance with the terms
        of
        the Indenture and such Debt Security) or increase the aggregate principal
        amount
        of Debt Securities then outstanding, or change any of the redemption provisions,
        or make the principal thereof or any interest or premium thereon payable
        in any
        coin or currency other than United States Dollars, or impair or affect the
        right
        of any holder to institute suit for payment thereof, or (ii) reduce the
        aforesaid percentage of Debt Securities the holders of which are required
        to
        consent to any such supplemental indenture. The Indenture also contains
        provisions permitting the holders of a majority in aggregate principal amount
        of
        the Debt Securities at the time outstanding, on behalf of the holders of
        all the
        Debt Securities, to waive any past default in the performance of any of the
        covenants contained in the Indenture, or established pursuant to the Indenture,
        and its consequences, except (a) a default in payments due in respect of
        any of the Debt Securities, (b) in respect of covenants or provisions of
        the Indenture which cannot be modified or amended without the consent of
        the
        holder of each Debt Security affected, or (c) in respect of the covenants
        of the Company relating to its ownership of Common Securities of the Trust.
        Any
        such consent or waiver by the holder of this Debt Security (unless revoked
        as
        provided in the Indenture) shall be conclusive and binding upon such holder
        and
        upon all future holders and owners of this Debt Security and of any Debt
        Security issued in exchange herefor or in place hereof (whether by registration
        of transfer or otherwise), irrespective of whether or not any notation of
        such
        consent or waiver is made upon this Debt Security.
 
 A-9
 No
        reference herein to the Indenture and no provision of this Debt Security
        or of
        the Indenture shall alter or impair the obligation of the Company, which
        is
        absolute and unconditional, to make all payments due on this Debt Security
        at
        the time and place and at the rate and in the money herein prescribed.
 
 As
        provided in the Indenture and subject to certain limitations herein and therein
        set forth, this Debt Security is transferable by the holder hereof on the
        Debt
        Security Register (as defined in the Indenture) of the Company, upon surrender
        of this Debt Security for registration of transfer at the office or agency
        of
        the Trustee in Wilmington, Delaware, or at any other office or agency of
        the
        Company in Wilmington, Delaware or Annapolis, Maryland, accompanied by a
        written
        instrument or instruments of transfer in form satisfactory to the Company
        or the
        Trustee duly executed by the holder hereof or such holder’s attorney duly
        authorized in writing, and thereupon one or more new Debt Securities of
        authorized denominations and for the same aggregate principal amount will
        be
        issued to the designated transferee or transferees. No service charge will
        be
        made for any such registration of transfer, but the Company or the Trustee
        may
        require payment of a sum sufficient to cover any tax, fee or other governmental
        charge payable in relation thereto as specified in the Indenture.
 
 Prior
        to
        due presentment for registration of transfer of this Debt Security, the Company,
        the Trustee, any Authenticating Agent, any Paying Agent, any transfer agent
        and
        the Debt Security registrar may deem and treat the holder hereof as the absolute
        owner hereof (whether or not this Debt Security shall be overdue and
        notwithstanding any notice of ownership or writing hereon) for the purpose
        of
        receiving payment of the principal of and premium, if any, and interest on
        this
        Debt Security and for all other purposes, and none of the Company, the Trustee,
        any Authenticating Agent, any Paying Agent, any transfer agent or any Debt
        Security registrar shall be affected by any notice to the contrary.
 
 As
        provided in the Indenture and subject to certain limitations herein and therein
        set forth, Debt Securities are exchangeable for a like aggregate principal
        amount of Debt Securities of different authorized denominations, as requested
        by
        the holder surrendering the same.
 
 The
        Debt
        Securities are issuable only in registered certificated form without coupons.
 
 No
        recourse shall be had for the payment of the principal of or premium, if
        any, or
        interest on this Debt Security, or for any claim based hereon, or otherwise
        in
        respect hereof, or based on or in respect of the Indenture, against any
        incorporator, stockholder, officer, director, employee or agent, past, present
        or future, as such, of the Company or of any predecessor or successor
        corporation of the Company, whether by virtue of any constitution, statute
        or
        rule of law, or by the enforcement of any assessment or penalty or otherwise,
        all such liability being, by the acceptance hereof and as part of the
        consideration for the issuance hereof, expressly waived and released.
 
 All
        terms
        used but not defined in this Debt Security shall have the meanings assigned
        to
        them in the Indenture.
 
 A-10
 THIS
        DEBT
        SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
        OF THE
        STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES OF SAID
        STATE
        OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
 
 
  A-11
   **Exhibit
        B**
 
 Form
        of
        Certificate of Officer of the Company
 
 
  
   **EXHIBIT
        B**
 **FORM
        OF CERTIFICATE OF OFFICER OF THE COMPANY**
 
 
 Pursuant
        to Section 3.05 of the Indenture, dated as of December 12, 2005 (as amended
        or
        supplemented from time to time, the “Indenture”), between Bay National
        Corporation, as issuer (the “Company”), and Wilmington Trust Company, as
        trustee, the undersigned certifies that he/she is a [principal executive
        officer, principal financial officer or principal accounting officer] of
        the
        Company and in the course of the performance by the undersigned of his/her
        duties as an officer of the Company, the undersigned would normally have
        knowledge of any default by the Company in the performance of any covenants
        contained in the Indenture, and the undersigned hereby further certifies
        that
        he/she has no knowledge of any default for the fiscal year ending on ,20
        [,
        except as follows: specify each such default and the nature thereof].
 
 Capitalized
        terms used herein, and not otherwise defined herein, have the respective
        meanings assigned thereto in the Indenture.
 
 IN
        WITNESS WHEREOF, the undersigned has executed this Certificate as of __________,
        20__.
 
 
 Name:Title:






B-1