Exhibit
      4.2

     

     

     

    E*TRADE
      Financial
      Corporation

    


    as
      Issuer

    


    


    And

    


    


    The
      Bank of New York

    


    as
      Trustee

    


    


    


    


    Indenture

    


    


    


    


    Dated
      as of November 29,
      2007

    


    
 

    


    12.5%
      Springing Lien Notes Due
      2017

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF CONTENTS

     

    
      
        	
                ARTICLE
                  I  DEFINITIONS AND INCORPORATION BY REFERENCE

              	
                1

              
	
                Section
                  1.01.  Definitions

              	
                1

              
	
                Section
                  1.02.  Incorporation by Reference of Trust Indenture
                  Act

              	
                24

              
	
                Section
                  1.03.  Rules of Construction

              	
                24

              
	 	
                 

              
	
                ARTICLE
                  II  THE NOTES

              	
                24

              
	
                Section
                  2.01.  Form, Dating and Denominations

              	
                24

              
	
                Section
                  2.02.  Execution and Authentication

              	
                25

              
	
                Section
                  2.03.  Registrar, Paying Agent and Authenticating Agent; Paying
                  Agent to Hold Money in Trust

              	
                25

              
	
                Section
                  2.04.  Replacement Notes

              	
                26

              
	
                Section
                  2.05.  Outstanding Notes

              	
                26

              
	
                Section
                  2.06.  Temporary Notes

              	
                27

              
	
                Section
                  2.07.  Cancellation

              	
                27

              
	
                Section
                  2.08.  CUSIP and CINS Numbers

              	
                27

              
	
                Section
                  2.09.  Registration, Transfer and Exchange

              	
                27

              
	
                Section
                  2.10.  Restrictions on Transfer and Exchange

              	
                29

              
	
                Section
                  2.11.  Special Transfer Provisions

              	
                29

              
	 	
                 

              
	
                ARTICLE
                  III  REDEMPTION, OFFER TO PURCHASE

              	
                32

              
	
                Section
                  3.01.  Optional Redemption

              	
                32

              
	
                Section
                  3.02.  Redemption in Connection with a Change of
                  Control

              	
                32

              
	
                Section
                  3.03.  Redemption with Proceeds of Public Equity
                  Offering

              	
                32

              
	
                Section
                  3.04.  Method and Effect of Redemption

              	
                32

              
	 	
                 

              
	
                ARTICLE
                  IV  COVENANTS

              	
                33

              
	
                Section
                  4.01.  Payment of Notes

              	
                33

              
	
                Section
                  4.02.  Maintenance of Office or Agency

              	
                34

              
	
                Section
                  4.03.  Limitation on Indebtedness and Issuances of Preferred
                  Stock

              	
                34

              
	
                Section
                  4.04.  Limitation on Restricted Payments.

              	
                36

              
	
                Section
                  4.05.  Limitation on Dividends and Other Payment Restrictions
                  Affecting Restricted Subsidiaries or Regulated
                  Subsidiaries

              	
                39

              
	
                Section
                  4.06.  Limitation on the Issuance and Sale of Capital Stock of
                  Restricted Subsidiaries or Regulated Subsidiaries

              	
                41

              
	
                Section
                  4.07.  Future Subsidiary Guarantees

              	
                41

              
	
                Section
                  4.08.  Limitation on Transactions with Shareholders and
                  Affiliates

              	
                42

              
	
                Section
                  4.09.  Limitation on Liens

              	
                43

              
	
                Section
                  4.10.  Limitation on Sale-leaseback Transactions

              	
                44

              
	
                Section
                  4.11.  Limitation on Asset Sales

              	
                45

              
	
                Section
                  4.12.  Repurchase of Notes Upon a Change of
                  Control

              	
                46

              
	
                Section
                  4.13.  Limitation on Lines of Business

              	
                46

              
	
                Section
                  4.14.  Effectiveness of Covenants

              	
                46

              
	
                Section
                  4.15.  SEC Reports and Reports to Holders

              	
                47

              
	
                Section
                  4.16.  Payments of Taxes and Other Claims

              	
                47

              
	
                Section
                  4.17.  Compliance Certificates

              	
                47

              
	
                Section
                  4.18.  Waiver of Stay, Extension or Usury Laws

              	
                48

              
	
                Section
                  4.19.  Maintenance Covenants

              	
                48

              
	
                Section
                  4.20.  Springing Lien

              	
                48

              


      

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

       

      
        	 	
                 

              
	
                ARTICLE
                  V  CONSOLIDATION, MERGER OR SALE OF ASSETS

              	
                49

              
	
                Section
                  5.01.  Consolidation, Merger and Sale of Assets

              	
                49

              
	
                Section
                  5.02.  Successor Substituted

              	
                50

              
	 	
                 

              
	
                ARTICLE
                  VI  EVENTS OF DEFAULT AND REMEDIES

              	
                51

              
	
                Section
                  6.01.  Events of Default

              	
                51

              
	
                Section
                  6.02.  Acceleration

              	
                53

              
	
                Section
                  6.03.  Control by Majority

              	
                53

              
	
                Section
                  6.04.  Limitation on Suits

              	
                53

              
	
                Section
                  6.05.  Rights of Holders to Receive Payment

              	
                54

              
	
                Section
                  6.06.  Collection Suit by Trustee

              	
                54

              
	
                Section
                  6.07.  Trustee May File Proofs of Claim

              	
                54

              
	
                Section
                  6.08.  Priorities

              	
                54

              
	
                Section
                  6.09.  Undertaking for Costs

              	
                55

              
	
                Section
                  6.10.  Restoration of Rights and Remedies

              	
                55

              
	
                Section
                  6.11.  Rights and Remedies Cumulative

              	
                55

              
	
                Section
                  6.12.  Delay or Omission Not Waiver

              	
                55

              
	 	
                 

              
	
                ARTICLE
                  VII  THE TRUSTEE

              	
                55

              
	
                Section
                  7.01.  General

              	
                55

              
	
                Section
                  7.02.  Certain Rights of Trustee

              	
                56

              
	
                Section
                  7.03.  Individual Rights of Trustee

              	
                57

              
	
                Section
                  7.04.  Trustee’s Disclaimer

              	
                57

              
	
                Section
                  7.05.  Notice of Default

              	
                58

              
	
                Section
                  7.06.  Reports by Trustee to Holders

              	
                58

              
	
                Section
                  7.07.  Compensation and Indemnity

              	
                58

              
	
                Section
                  7.08.  Replacement of Trustee

              	
                58

              
	
                Section
                  7.09.  Successor Trustee by Merger

              	
                59

              
	
                Section
                  7.10.  Eligibility

              	
                59

              
	
                Section
                  7.11.  Money Held in Trust

              	
                60

              
	 	
                 

              
	
                ARTICLE
                  VIII  DEFEASANCE AND DISCHARGE

              	
                60

              
	
                Section
                  8.01.  Discharge of Company’s Obligations

              	
                60

              
	
                Section
                  8.02.  Legal Defeasance

              	
                61

              
	
                Section
                  8.03.  Covenant Defeasance

              	
                61

              
	
                Section
                  8.04.  Application of Trust Money

              	
                62

              
	
                Section
                  8.05.  Repayment to Company

              	
                62

              
	
                Section
                  8.06.  Reinstatement

              	
                62

              
	 	
                 

              
	
                ARTICLE
                  IX  AMENDMENTS, SUPPLEMENTS AND WAIVERS

              	
                62

              
	
                Section
                  9.01.  Amendments Without Consent of Holders

              	
                62

              
	
                Section
                  9.02.  Amendments with Consent of Holders

              	
                63

              
	
                Section
                  9.03.  Effect of Consent

              	
                64

              
	
                Section
                  9.04.  Trustee’s Rights and Obligations

              	
                64

              
	
                Section
                  9.05.  Conformity with Trust Indenture Act

              	
                65

              
	
                Section
                  9.06.  Payments for Consents

              	
                65

              
	 	
                 

              
	
                ARTICLE
                  X  GUARANTEES

              	
                65

              
	
                Section
                  10.01.  Guarantees

              	
                65

              
	
                Section
                  10.02.  Limitation on Subsidiary Guarantor
                  Liability

              	
                66

              


      

       

      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
                  10.03.  Execution and Delivery of the Guarantee

              	
                66

              
	
                Section
                  10.04.  Guarantors May Consolidate, etc., on Certain
                  Terms

              	
                66

              
	
                Section
                  10.05.  Releases Following Certain Events

              	
                67

              
	 	
                 

              
	
                ARTICLE
                  XI  MISCELLANEOUS

              	
                67

              
	
                Section
                  11.01.  Trust Indenture Act of 1939

              	
                67

              
	
                Section
                  11.02.  Noteholder Communications; Noteholder
                  Actions

              	
                67

              
	
                Section
                  11.03.  Notices

              	
                68

              
	
                Section
                  11.04.  Certificate and Opinion as to Conditions
                  Precedent

              	
                69

              
	
                Section
                  11.05.  Statements Required in Certificate or
                  Opinion

              	
                69

              
	
                Section
                  11.06.  Payment Date Other Than a Business Day

              	
                69

              
	
                Section
                  11.07.  Governing Law

              	
                70

              
	
                Section
                  11.08.  No Adverse Interpretation of Other
                  Agreements

              	
                70

              
	
                Section
                  11.09.  Successors

              	
                70

              
	
                Section
                  11.10.  Duplicate Originals

              	
                70

              
	
                Section
                  11.11.  Separability

              	
                70

              
	
                Section
                  11.12.  Table of Contents and Headings

              	
                70

              
	
                Section
                  11.13.  No Liability of Directors, Officers, Employees,
                  Incorporators, Members and Stockholders

              	
                70

              
	
                Section
                  11.14.  Waiver of Jury Trial

              	
                70

              
	
                Section
                  11.15.  Force Majeure

              	
                70

              
	 	
                 

              
	
                ARTICLE
                  XII  COLLATERAL DOCUMENTS AND SECURITY

              	
                70

              
	
                Section
                  12.01.  Appointment of Collateral Agent

              	
                71

              
	
                Section
                  12.02.  Collateral Documents

              	
                71

              
	
                Section
                  12.03.  Application of Proceeds of Collateral

              	
                71

              
	
                Section
                  12.04.  Release of Collateral

              	
                71

              
	
                Section
                  12.05.  Certain TIA Requirements

              	
                72

              
	
                Section
                  12.06.  Release of Note Liens

              	
                72

              


      

    

     

    Exhibit
      A
– Form of Note

    Exhibit
      B
– Form of Supplemental Indenture

    Exhibit
      C
– DTC Legend

    Exhibit
      D
– Restricted Notes Legend

    Exhibit
      E
– Form of Certificate to be delivered in connection with transfers pursuant to
      Rule 144A

    Exhibit
      F – Form of Certificate to be
      delivered in connection with transfers pursuant to Regulation
      S

    Exhibit
      G – Form of Certificate to be
      delivered in connection with transfers to Institutional Accredited
      Investors

    Exhibit
      H – Form of Certificate of
      Acquiring Institutional Accredited Investors.

     

     

    
 

    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    

     

    INDENTURE,
      dated as of November 29,
      2007, between E*TRADE Financial Corporation, a Delaware
      corporation, as the Company and The
      Bank of New York, a New
      York banking corporation,
      as Trustee.

     

    RECITALS

     

    The
      Company has duly authorized the
      execution and delivery of the Indenture to provide for the issuance of up to
      $1,936,000,000 (plus any Capitalized Interest) aggregate principal amount of
      the
      Company’s 12.5% Springing Lien Notes due 2017 (the “Notes”).
      All things necessary to make the
      Indenture a valid agreement of the Company, in accordance with its terms, have
      been done, and the Company has done all things necessary to make the Notes,
      when
      executed by the Company and authenticated and delivered by the Trustee and
      duly
      issued by the Company, the valid obligations of the Company as hereinafter
      provided.

     

    This
      Indenture is subject to, and will
      be governed by, the provisions of the Trust Indenture Act that are required
      to
      be a part of and govern indentures qualified under the Trust Indenture
      Act.

     

    THIS
      INDENTURE
      WITNESSETH

     

    For
      and in consideration of the premises
      and the purchase of the Notes by the Holders thereof, the parties hereto
      covenant and agree, for the equal and proportionate benefit of all Holders,
      as
      follows:

     

    ARTICLE
      I

     

    DEFINITIONS
      AND INCORPORATION BY REFERENCE

     

    Section
      1.01. Definitions

     

    “2011
      Notes” means 8% Senior
      Notes due 2011 issued
      by the Company pursuant to the 2011 Notes Indenture, together with any exchange
      notes issued therefor.

     

    “2011
      Notes
      Indenture” means the
      indenture dated as of June 8, 2004, between the Company and The Bank of New
      York, as trustee, as amended or supplemented from time to
      time.

     

    “2013
      Notes” means 7 3/8%
      Senior Notes due 2013 issued by the
      Company pursuant to the 2013 Notes Indenture, together with any exchange notes
      issued therefor.

     

    “2013
      Notes
      Indenture” means the
      indenture dated as of September 19, 2005 between the Company and The Bank of
      New
      York, as trustee, as amended or supplemented from time to
      time.

     

    “2015
      Notes” means 7 7/8%
      Senior Notes due 2015 issued by the
      Company pursuant to the 2015 Notes Indenture, together with any exchange notes
      issued therefor.

     

    “2015
      Notes
      Indenture” means the
      indenture dated as of November 22, 2005 between the Company and The Bank of
      New
      York, as trustee, as amended or supplemented from time to
      time.

     

    “Acquired
      Indebtedness” means
      Indebtedness of a Person existing at the time such Person becomes a Restricted
      Subsidiary or Indebtedness of a Restricted Subsidiary assumed in connection
      with
      an Asset Acquisition by such Restricted Subsidiary; provided such Indebtedness
      was not Incurred in connection with or in contemplation of such Person becoming
      a Restricted Subsidiary or such Asset Acquisition.

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    “Additional
      Notes” means any notes
      issued under the
      Indenture pursuant to the terms of the Investment Agreement in an aggregate
      principal amount not to exceed $150,000,000, having the same terms in all
      respects as the Original Notes except that interest will accrue on the
      Additional Notes from their date of their issuance.

     

    “Adjusted
      Consolidated Net
      Income” means, for any
      period, the aggregate net income (or loss) of the Company and its Restricted
      Subsidiaries and Regulated Subsidiaries for such period determined in conformity
      with GAAP; provided that the following items shall be excluded in computing
      Adjusted Consolidated Net Income (without duplication):

     

    (1)           the
      net income (or loss) of any Person that is not a Restricted Subsidiary or
      Regulated Subsidiary, except that the Company’s equity in the net income of any
      such Person for such period (to the extent not otherwise excluded pursuant
      to
      clauses (2) through (6) below) will be included up to the aggregate amount
      of
      cash actually distributed by such Person during such period to the Company
      or to
      its Restricted Subsidiaries or Regulated Subsidiaries (less minority interest
      therein) as a dividend or other distribution;

     

    (2)           the
      net income (or loss) of any Person accrued prior to the date it becomes a
      Restricted Subsidiary or Regulated Subsidiary or is merged into or consolidated
      with the Company or any of its Restricted Subsidiaries or Regulated Subsidiaries
      or all or substantially all of the property and assets of such Person are
      acquired by the Company or any of its Restricted Subsidiaries or Regulated
      Subsidiaries;

     

    (3)           the
      net income of any Restricted Subsidiary to the extent that the declaration
      or
      payment of dividends or similar distributions by such Restricted Subsidiary
      of
      such net income is not at the time permitted by the operation of the terms
      of
      its charter or any agreement, instrument, judgment, decree, order, statute,
      rule
      or governmental regulation applicable to such Restricted
      Subsidiary;

     

    (4)           the
      net income of any Regulated Subsidiary (x) to the extent that the declaration
      or
      payment of dividends or similar distributions by such Regulated Subsidiary
      of
      such net income is not at the time permitted by the operation of the terms
      of
      its charter or any agreement or instrument with a Person, other than such
      Regulated Subsidiaries applicable regulatory authorities, or any judgment or
      decree applicable to such Regulated Subsidiary (y) other than to the extent
      that
      such Regulated Subsidiary reasonably believes, in good faith, that such net
      income could be distributed, declared or paid as a dividend or similar
      distribution without causing such Regulated Subsidiary to fail to be at least
      “adequately capitalized” as defined in the regulations of applicable regulatory
      authorities, or to meet minimum capital requirements imposed by applicable
      regulatory authorities;

     

    (5)           any
      gains or losses (on an after-tax basis) attributable to Asset Sales or Regulated
      Sales;

     

    (6)           solely
      for purposes of calculating the amount of Restricted Payments that may be made
      pursuant to clause (c) of Section 4.04, any amount paid or accrued as dividends
      on Preferred Stock of the Company owned by Persons other than the Company and
      any of its Restricted Subsidiaries and Regulated Subsidiaries;

     

    (7)           all
      extraordinary gains and, solely for purposes of calculating the Consolidated
      Fixed Charge Coverage Ratio, extraordinary losses;

     

    (8)           the
      cumulative effect of changes in accounting principles; and

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    (9)           the
      net after-tax effect of impairment charges related to goodwill and other
      intangible assets.

     

    “Affiliate”
means,
      as applied to any Person, any
      other Person directly or indirectly controlling, controlled by, or under direct
      or indirect common control with, such Person. For purposes of this definition,
      “control” (including, with correlative meanings, the terms “controlling,”
“controlled by” and “under common control with”), as applied to any Person,
      means the possession, directly or indirectly, of the power to direct or cause
      the direction of the management and policies of such Person, whether through
      the
      ownership of voting securities, by contract or
      otherwise.  Notwithstanding the foregoing,
      in no
      event will Citadel be deemed to be an Affiliate of the
      Company.

     

    “Agent
      Member” means a member of,
      or a participant
      in, the Depositary.

     

    “Asset
      Acquisition” means (1) an investment
      by the Company
      or any of its Restricted Subsidiaries or Regulated Subsidiaries in any other
      Person pursuant to which such Person shall become a Restricted Subsidiary or
      a
      Regulated Subsidiary or shall be merged into or consolidated with the Company
      or
      any of its Restricted Subsidiaries or Regulated Subsidiaries; provided that
      such
      Person’s primary business is a Related Business or (2) an acquisition by the
      Company or any of its Restricted Subsidiaries or Regulated Subsidiaries of
      the
      property and assets of any Person other than the Company or any of its
      Restricted Subsidiaries or Regulated Subsidiaries that constitute substantially
      all of a division or line of business of such Person that is a Related
      Business.

     

    “Asset
Sale”
means
      any sale, transfer or other
      disposition (including by way of merger, consolidation or Sale-Leaseback
      Transaction) in one transaction or a series of related transactions by the
      Company or any of its Restricted Subsidiaries to any Person other than the
      Company or any of its Restricted Subsidiaries or Regulated Subsidiaries
      of:

     

    (1)           all
      or any of the Capital Stock of any Restricted Subsidiary;

     

    (2)           all
      or substantially all of the property and assets of an operating unit or business
      of the Company or any of its Restricted Subsidiaries; or

     

    (3)           any
      other property and assets (other than the Capital Stock or other Investment
      in
      an Unrestricted Subsidiary) of the Company or any of its Restricted Subsidiaries
      outside the ordinary course of business of the Company or such Restricted
      Subsidiary,

     

    and,
      in
      each case, that is not governed by the provisions of the Indenture applicable
      to
      mergers, consolidations and sales of assets of the Company; provided that “Asset
      Sale” shall not include:

     

    (A)           sales
      or other dispositions of Investment Securities, inventory, receivables and
      other
      current assets;

     

    (B)           sales,
      transfers or other dispositions of assets constituting a Permitted Investment
      or
      Restricted Payment permitted to be made under Section 4.04;

     

    (C)           sales,
      transfers or other dispositions of assets with a Fair Market Value not in excess
      of $2.5 million in any transaction or series of related
      transactions;

     

    (D)           any
      sale, transfer, assignment or other disposition of any property equipment that
      has become damaged, worn out, obsolete or otherwise unsuitable for use in
      connection with the business of the Company or its Restricted
      Subsidiaries;

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    (E)           an
      issuance of Capital Stock by a Restricted Subsidiary or the sale, transfer
      or
      other disposition by the Company or a Restricted Subsidiary of the Capital
      Stock
      of a Restricted Subsidiary or Regulated Subsidiary, in each case to the Company,
      a Wholly Owned Restricted Subsidiary or a Wholly Owned Regulated Subsidiary;
      or

     

    (F)           Permitted
      Liens, or foreclosure on assets as a result of Liens permitted under Section
      4.09.

     

    “Authenticating
      Agent” refers to a
      Person engaged to authenticate the Notes in the stead of the
      Trustee.

     

    “Average
      Life” means, at any date
      of determination
      with respect to any debt security, the quotient obtained by dividing (1) the
      sum
      of the products of (a) the number of years from such date of determination
      to
      the dates of each successive scheduled principal payment of such debt security
      and (b) the amount of such principal payment by (2) the sum of all such
      principal payments.

     

    “Bank
      Regulated
      Subsidiary” means (i)
      ETB Holdings, Inc. (provided that such entity is a savings and loan holding
      company, as defined under the Home Owners’ Loan Act, as amended, or a bank
      holding company, as defined under the Bank Holding Company Act, as amended,
      but
      in no event shall such entity mean, or include, the Company), (ii) any direct
      or
      indirect insured depository institution subsidiary of the Company that is
      regulated by foreign, federal or state banking regulators, including, without
      limitation, the OTS and the FDIC or (iii) any Subsidiary of a Bank Regulated
      Subsidiary all of the Common Stock of which is owned by such Bank Regulated
      Subsidiary and the sole purpose of which is to issue trust preferred or similar
      securities where the proceeds of the sale of such securities are invested in
      such Bank Regulated Subsidiary and where such proceeds would be treated as
      Tier
      I capital were such Bank Regulated Subsidiary a bank holding company regulated
      by the Board of Governors of the Federal Reserve System.

     

    “Board
      of Directors” means, with respect
      to any Person, the
      Board of Directors of such Person or any duly authorized committee of such
      Board
      of Directors, or any other group performing comparable
      functions.

     

    “Broker
      Dealer Regulated
      Subsidiary” means any
      direct or indirect subsidiary of the Company that is registered as a broker
      dealer pursuant to Section 15 of the Exchange Act or that is regulated as a
      broker dealer or underwriter under any foreign securities
      law.

     

    “Business
      Day” means any day except
      a Saturday,
      Sunday or other day on which commercial banks in New York City
      or in the city where the Corporate
      Trust Office of the Trustee is located are authorized by law to
      close.

     

    “Capital
      Stock” means, with respect
      to any Person, any
      and all shares, interests, participations or other equivalents (however
      designated, whether voting or non-voting) in equity of such Person, whether
      outstanding on the Closing Date or issued thereafter, including, without
      limitation, all Common Stock and Preferred Stock.

     

    “Capitalized
      Interest” is defined
      in Paragraph 1(b) of the reverse of the Notes.

     

    “Capitalized
      Lease” means, as applied
      to any Person, any
      lease of any property (whether real, personal or mixed) of which the discounted
      present value of the rental obligations of such Person as lessee, in conformity
      with GAAP, is required to be capitalized on the balance sheet of such
      Person.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    “Capitalized
      Lease
      Obligations” means the
      discounted present value of the rental obligations under a Capitalized
      Lease.

     

    “Certificated
      Note” means a Note in
      registered individual
      form without interest coupons.

     

    “Change
      of Control” means such time
      as:

     

    (1)           a
      “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the
      Exchange Act), becomes the ultimate “beneficial owner” (as defined in Rule 13d-3
      under the Exchange Act) of more than 50% of either (a) the total voting power
      of
      the Voting Stock of the Company on a fully diluted basis or (b) the economic
      value of the equity of the Company; or

     

    (2)           individuals
      who on the Closing Date constitute the Board of Directors (together with any
      new
      directors whose election by the Board of Directors or whose nomination by the
      Board of Directors for election by the Company’s stockholders was approved by a
      vote of at least a majority of the members of the Board of Directors then in
      office who either were members of the Board of Directors on the Closing Date
      or
      whose election or nomination for election was previously so approved) cease
      for
      any reason to constitute a majority of the members of the Board of Directors
      then in office;

     

    (3)           the
      adoption of a plan of liquidation of the Company;

     

    (4)           a
      voluntary sale, conveyance, exchange or transfer of all or substantially all
      of
      the property and assets of the Company and its Subsidiaries on a consolidated
      basis in one transaction or a series of related transactions; or

     

    (5)           the
      consummation of any merger or business combination if, after such transaction,
      holders of the Company’s Voting Stock before the transaction do not hold a
      majority of the voting power of the Company’s Voting Stock immediately after the
      transaction.

     

    “Change
      of Control
      Agreement” means a
      definitive agreement the consummation of which will result in a Change of
      Control.

     

    “Citadel”
means
      Citadel Limited Partnership
      and/or any of its Affiliates.

     

    “Closing
      Date” means November 29,
      2007, the date on
      which the Notes are originally issued.

     

    “Collateral”
means
      all property (whether tangible
      or intangible, real or personal), assets and Capital Stock of the Company and
      its Subsidiaries in which a security interest is granted as provided in Section
      4.20, excluding, however, the Excluded Collateral.

     

    “Collateral
      Agent” means the Person
      appointed as such in
      accordance with the terms of Section 12.01

     

    “Collateral
      Documents” means each
      and every agreement, document and instrument executed by the Company or any
      of
      its Subsidiaries for purposes of giving effect to the provisions of Section
      4.20, including the Intercreditor Agreement.

     

    “Common
      Stock” means, with respect
      to any Person, any
      and all shares, interests, participations or other equivalents (however
      designated, whether voting or non-voting) of such Person’s equity, other
      than

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    Preferred
      Stock of such Person, whether
      outstanding on the Closing Date or issued thereafter, including, without
      limitation, all series and classes of such common stock.

     

    “Company”
means
      the party named as such in the
      first paragraph of the Indenture or any successor obligor under the Indenture
      and the Notes pursuant to Article 5.

     

    “Consolidated
      EBITDA” means, for any period,
      Adjusted
      Consolidated Net Income for such period plus, to the extent such amount was
      deducted in calculating such Adjusted Consolidated Net
      Income:

     

    (1)       Consolidated
      Interest Expense;

     

    (2)       income
      taxes;

     

    (3)       depreciation
      expense;

     

    (4)       amortization
      expense; and

     

    (5)       all
      other non-cash items reducing Adjusted Consolidated Net Income (other than
      items
      that will require cash payments and for which an accrual or reserve is, or
      is
      required by GAAP to be, made), less all non-cash items increasing Adjusted
      Consolidated Net Income, all as determined on a consolidated basis for the
      Company, its Restricted Subsidiaries and its Regulated Subsidiaries in
      conformity with GAAP;

     

    provided
      that, if any Restricted Subsidiary or
      Regulated Subsidiary is not a Wholly Owned Restricted Subsidiary, or Wholly
      Owned Regulated Subsidiary, as the case may be, Consolidated EBITDA shall be
      reduced (to the extent not otherwise reduced in accordance with GAAP) by an
      amount equal to (A) the amount of the Adjusted Consolidated Net Income
      attributable to such Restricted Subsidiary or Regulated Subsidiary multiplied
      by
      (B) the percentage of Common Stock of such Restricted Subsidiary or Regulated
      Subsidiary not owned on the last day of such period by the Company or any of
      its
      Restricted Subsidiaries or any of its Wholly Owned Regulated
      Subsidiaries.

     

    “Consolidated
      Fixed Charge Coverage
      Ratio” means, with
      respect to any Person, the ratio of Consolidated EBITDA of such Person during
      the most recent four full fiscal quarters (the “Four Quarter Period”), for which
      financial statements are available, ending on or prior to the date of the
      transaction giving rise to the need to calculate the Consolidated Fixed Charge
      Coverage Ratio (the “Transaction Date”), to Consolidated Fixed Charges of such
      Person for the Four Quarter Period. In addition to and without limitation of
      the
      foregoing, for purposes of this definition, Consolidated EBITDA and Consolidated
      Fixed Charges shall be calculated after giving effect on a pro forma basis
      for
      the period of such calculation to:

     

    (1)           the
      incurrence or repayment of any Indebtedness of such Person or any of its
      Restricted Subsidiaries or Regulated Subsidiaries (and the application of the
      proceeds thereof) giving rise to the need to make such calculation and any
      incurrence or repayment of other Indebtedness (and the application of the
      proceeds
      thereof), other than the incurrence or repayment of Indebtedness in the ordinary
      course of business for working capital purposes pursuant to working capital
      facilities, occurring during the Four Quarter Period or at any time subsequent
      to the last day of the Four Quarter Period and on or prior to the Transaction
      Date, as if such incurrence or repayment, as the case may be (and the
      application of the proceeds thereof), occurred on the first day of the Four
      Quarter Period; and

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    (2)           any
      Asset Sales or Asset Acquisitions (including, without limitation, any Asset
      Acquisition giving rise to the need to make such calculation as a result of
      such
      Person or one of its Restricted Subsidiaries or Regulated Subsidiaries
      (including any Person who becomes a Restricted Subsidiary or Regulated
      Subsidiaries as a result of the Asset Acquisition) incurring, assuming or
      otherwise being liable for Acquired Indebtedness and also including any
      Consolidated EBITDA attributable to the assets which are the subject of the
      Asset Acquisition or Asset Sale during the Four Quarter Period) occurring during
      the Four Quarter Period or at any time subsequent to the last day of the Four
      Quarter Period and on or prior to the Transaction Date, as if such Asset Sale
      or
      Asset Acquisition (including the incurrence, assumption or liability for any
      such Acquired Indebtedness) occurred on the first day of the Four Quarter
      Period.

     

    If
      such Person or any of its Restricted
      Subsidiaries or Regulated Subsidiaries directly or indirectly guarantees
      Indebtedness of a third Person, the preceding sentence shall give effect to
      the
      incurrence of such guaranteed Indebtedness as if such Person or any Restricted
      Subsidiary of such Person had directly incurred or otherwise assumed such
      guaranteed Indebtedness. Furthermore, in calculating “Consolidated Fixed
      Charges”:

     

    (3)           interest
      on outstanding Indebtedness determined on a fluctuating basis as of the
      Transaction Date and which will continue to be so determined thereafter shall
      be
      deemed to have accrued at a fixed rate per annum equal to the rate of interest
      on such Indebtedness in effect on the Transaction Date;

     

    (4)           if
      interest on any Indebtedness actually incurred on the Transaction Date may
      optionally be determined at an interest rate based upon a factor of a prime
      or
      similar rate, a eurocurrency interbank offered rate, or other rates, then the
      interest rate in effect on the Transaction Date will be deemed to have been
      in
      effect during the Four Quarter Period; and

     

    (5)           notwithstanding
      clause (1) above, interest on Indebtedness determined on a fluctuating basis,
      to
      the extent such interest is covered by agreements relating to Interest Swap
      Obligations, shall be deemed to accrue at the rate per annum resulting after
      giving effect to the operation of such agreements.

     

    “Consolidated
      Fixed
      Charges” means, with
      respect to any Person for any period, the sum, without duplication, of (1)
      Consolidated Interest Expense, plus (2) the product of (A) the amount of all
      dividend payments on any series of Preferred Stock of such Person (other than
      (x) dividends paid in Qualified Capital Stock and (y) dividends on the Preferred
      Stock, the net proceeds of which will be used for the Distribution, to the
      extent they are paid in kind or accrete, except to the extent they constitute
      Disqualified Capital Stock) paid, accrued or scheduled to be paid or accrued
      during such period times (B) a fraction, the numerator of which is one and
      the
      denominator of which is one minus the then current effective consolidated
      federal, state and local tax rate of such Person, expressed as a
      decimal.

     

    “Consolidated
      Interest
      Expense” means, for
      any period, the aggregate amount of interest in respect of Indebtedness
      (including, without limitation, amortization of original issue discount on
      any
      Indebtedness and the interest portion of any deferred payment obligation of
      the
      type described under clause (4) of the definition of “Indebtedness”, calculated
      in accordance with the effective interest method of accounting; all commissions,
      discounts and other fees and charges owed with respect to letters of credit
      and
      bankers’ acceptance financing; Indebtedness that is Guaranteed or secured by the
      Company, any of its Restricted Subsidiaries, or any of its Regulated
      Subsidiaries), and all but the principal component of rentals in respect of
      Capitalized Lease Obligations paid, accrued or scheduled to be paid or to be
      accrued by the Company, its Restricted Subsidiaries and its Regulated
      Subsidiaries during such period; excluding, however, (1) any amount of such
      interest of any Restricted Subsidiary or Regulated Subsidiary if the
      net

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    income
      of such Restricted Subsidiary or
      Regulated Subsidiary is excluded in the calculation of Adjusted Consolidated
      Net
      Income pursuant to clause (3) or (4) of the definition thereof (but only in
      the
      same proportion as the net income of such Restricted Subsidiary or Regulated
      Subsidiary is excluded from the calculation of Adjusted Consolidated Net Income
      pursuant to clause (3) or (4) of the definition thereof) and (2) any premiums,
      fees and expenses (and any amortization thereof) payable in connection with
      the
      offering of the Notes, the 2015 Notes, the 2013 Notes and the 2011 Notes, all
      as
      determined on a consolidated basis (without taking into account Unrestricted
      Subsidiaries) in conformity with GAAP, and (3) interest payments on trust
      preferred or similar securities issued by a Regulated Subsidiary to the extent
      the proceeds of the sale of such securities are invested in a Regulated
      Subsidiary.

     

    “Consolidated
      Net
      Worth” means, at any
      date of determination, stockholders’ equity as set forth on the most recently
      available quarterly or annual consolidated balance sheet of the Company and
      its
      Restricted Subsidiaries and Regulated Subsidiaries (which shall be as of a
      date
      not more than 90 days prior to the date of such computation, and which shall
      not
      take into account Unrestricted Subsidiaries), plus, to the extent not included,
      any Preferred Stock of the Company, less any amounts attributable to
      Disqualified Stock or any equity security convertible into or exchangeable
      for
      Indebtedness, the cost of treasury stock and the principal amount of any
      promissory notes receivable from the sale of the Capital Stock of the Company
      or
      any of its Restricted Subsidiaries or Regulated Subsidiaries, each item to
      be
      determined in conformity with GAAP (excluding the effects of foreign currency
      exchange adjustments under Financial Accounting Standards Board Statement of
      Financial Accounting Standards No. 52).

     

    “Corporate
      Trust
      Office” means the
      principal office of the Trustee at which at any time its corporate trust
      business shall be administered, which office at the date hereof is located
      at
      101 Barclay Street, Floor 8 West, New York, New York 10286,
      Attention:  Corporate Trust Administration, or such other address as
      the Trustee may designate from time to time by notice to the Holders and the
      Company, or the principal corporate trust office of any successor Trustee (or
      such other address as such successor Trustee may designate from time to time
      by
      notice to the Holders and the Company).

     

    “Credit
      Facility” means a credit facility
      of, or
      Guaranteed by, the Company and used by the Company, its Restricted Subsidiaries
      or its Regulated Subsidiaries for working capital and other general corporate
      purposes together with the related documents (including, without limitation,
      any
      guarantee agreements and security documents), as such agreements may be amended
      (including any amendment and restatement), supplemented, replaced or otherwise
      modified from time to time.

     

    “Default”
means
      any event that is, or after
      notice or passage of time or both would be, an Event of
      Default.

     

    “Depositary”
means
      the depositary of each Global
      Note, which will initially be DTC.

     

    “Disqualified
      Stock” means any class
      or series of Capital
      Stock of any Person that by its terms or otherwise is (1) required to be
      redeemed prior to a date that is 123 days following the Stated Maturity of
      the
      Notes, (2) redeemable at the option of the holder of such class or series of
      Capital Stock at any time prior to the Stated Maturity of the Notes or (3)
      convertible into or exchangeable for Capital Stock referred to in clause (1)
      or
      (2) above or Indebtedness having a scheduled maturity prior to the Stated
      Maturity of the Notes; provided that any Capital Stock that would not constitute
      Disqualified Stock but for provisions thereof giving holders thereof the right
      to require such Person to repurchase or redeem such Capital Stock upon the
      occurrence of an “asset sale” or “change of control” occurring prior to the
      Stated Maturity of the Notes shall not constitute Disqualified Stock if the
      “asset sale” or “change of control” provisions applicable to such Capital Stock
      are no more favorable to the holders of such Capital Stock than the provisions
      contained in Section 4.11 and Section 4.12 and such Capital Stock specifically
      provides that such Person will not repurchase or redeem any such stock pursuant
      to such provision prior to the

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    Company’s
      repurchase of such Notes as
      are required to be repurchased pursuant to Section 4.11 and Section
      4.12.

     

    “Domestic
      Subsidiary” means any
      Restricted Subsidiary of the Company with total assets as determined under
      GAAP
      of at least $100,000, as set forth on the most recently available quarterly
      or
      annual consolidated balance sheet of such Restricted Subsidiary other than
      a
      Restricted Subsidiary that is (1) a Foreign Subsidiary or (2) a Subsidiary
      of
      any such Foreign Subsidiary.

     

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

     

    “DTC
      Legend” means the legend
      set forth in Exhibit
      C.

     

    “Event
      of Default” has the meaning
      assigned to such term
      in Section 6.01.

     

    “Exchange
      Act” means the Securities
      Exchange Act of
      1934, as amended.

     

    “Excluded
      Collateral” means those assets
      of the Company and
      its Subsidiaries as to which (a) (i) Citadel, if Citadel holds a majority in
      principal amount of outstanding Notes or (ii) the Company’s Board of Directors
      if
      Citadel does not hold a majority in principal amount of outstanding Notes,
      as
      applicable, shall have determined in good faith that the costs of obtaining
      a security
      interest are unreasonably excessive in relation to the benefits to the Holders
      of the security afforded thereby (which determination shall be delivered to
      the
      Trustee or a collateral agent appointed by the trustee to maintain possession
      of
      any stock certificates, promissory notes or other instruments delivered to
      it
      under the Collateral Documents) or (b) the grant of security interest (x) is
      prohibited by or requires approval under the applicable law, regulation or
      rule
      including those of self-regulatory organizations, or (y) is prohibited by a
      contractual arrangement existing on the Closing Date or any contractual
      arrangement entered into after the Closing Date and approved by the Holders
      of a
      majority in principal amount of outstanding Notes.

     

    “Fair
      Market Value” means the price
      that would be paid in
      an arm’s-length transaction between an informed and willing seller under no
      compulsion to sell and an informed and willing buyer under no compulsion to
      buy
      which, if determined by the Board of Directors as evidenced by a Board
      Resolution, shall be conclusively determined.

     

    “FDIC”
means
      the Federal Deposit Insurance
      Corporation.

     

    “Final
      Closing” is defined in the
      Investment
      Agreement.

     

    “Foreign
      Subsidiary” means any Subsidiary
      of the Company
      that is an entity which is a controlled foreign corporation under Section 957
      of
      the Internal Revenue Code or any subsidiary that is otherwise organized under
      the laws of a jurisdiction other than the United States,
      any state thereof, or the District of Columbia.

     

    “GAAP”
means
      generally accepted accounting
      principles in the United States of America as in effect as of the Closing Date,
      including, without limitation, those set forth in the opinions and
      pronouncements of the Accounting Principles Board of the American Institute
      of
      Certified Public Accountants and statements and pronouncements of the Financial
      Accounting Standards Board or in such other statements by such other entity
      as
      approved by a significant segment of the accounting profession. All ratios
      and
      computations contained or referred to in the Indenture shall be computed in
      conformity with GAAP applied on a consistent basis, except that calculations
      made for purposes of determining compliance with the terms of the covenants
      and
      with other provisions of the Indenture shall be made without giving effect
      to
      (1) the amortization of any expenses incurred in connection with the offering
      of

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    the
      Notes, the 2015 Notes, the 2013
      Notes and the 2011 Notes and (2) except as otherwise provided, the amortization
      or writedown of any amounts required or permitted by Accounting Principles
      Board
      Opinion Nos. 16 and 17 and Statement of Financial Accounting Standards No.
      142.

     

    “Global
      Note” means a Note in
      registered global form
      without interest coupons.

     

    “Guarantee”
means
      any obligation, contingent or
      otherwise, of any Person directly or indirectly guaranteeing any Indebtedness
      of
      any other Person and, without limiting the generality of the foregoing, any
      obligation, direct or indirect, contingent or otherwise, of such Person (1)
      to
      purchase or pay (or advance or supply funds for the purchase or payment of)
      such
      Indebtedness of such other Person (whether arising by virtue of partnership
      arrangements, or by agreements to keep-well, to purchase assets, goods,
      securities or services (unless such purchase arrangements are on arm’s-length
      terms and are entered into in the ordinary course of business), to take-or-pay,
      or to maintain financial statement conditions or otherwise) or (2) entered
      into
      for purposes of assuring in any other manner the obligee of such Indebtedness
      of
      the payment thereof or to protect such obligee against loss in respect thereof
      (in whole or in part); provided that the term “Guarantee” shall not include
      endorsements for collection or deposit in the ordinary course of business,
      letters of credit issued by a Bank Regulated Subsidiary in the ordinary course
      of its business or STAMP or other signature guarantees made by a Regulated
      Subsidiary in the ordinary course of its business. The term “Guarantee” used as
      a verb has a corresponding meaning.

     

    “Hedging
      Obligations” means, with respect
      to any Person, the
      obligations of such person under (i) currency exchange, interest rate,
      commodity, credit or equity swap, forward or futures agreements, currency
      exchange, interest rate, commodity, credit or equity cap agreements, currency
      exchange, interest rate, commodity, credit or equity collar agreements, or
      currency exchange, interest rate, commodity, credit or equity puts or calls,
      and
      (ii) other agreements or arrangements designed to protect such Person, directly
      or indirectly, against fluctuations in currency exchange, interest rate,
      commodity or equity prices.

     

    “IAI
      Global Note” means a Note bearing
      the Restricted
      Note Legend and deposited with or on behalf of and registered in the name of
      the
      Depositary or its nominee that will be issued in a denomination equal to the
      outstanding principal amount of the Notes sold to Institutional Accredited
      Investors.

     

    “Incur”
means,
      with respect to any
      Indebtedness, to incur, create, issue, assume, Guarantee or otherwise become
      liable for or with respect to, or become responsible for, the payment of,
      contingently or otherwise, such Indebtedness; provided that (1) any Indebtedness
      of a Person existing at the time such Person becomes a Restricted Subsidiary
      will be deemed to be incurred by such Restricted Subsidiary at the time it
      becomes a Restricted Subsidiary and (2) neither the accrual of interest nor
      the
      accretion of original issue discount shall be considered an Incurrence of
      Indebtedness.

     

    “Indebtedness”
means,
      with respect to any Person at
      any date of determination (without duplication):

     

    (1)           all
      indebtedness of such Person for borrowed money;

     

    (2)           all
      obligations of such Person evidenced by bonds, debentures, notes or other
      similar instruments;

     

    (3)           all
      obligations of such Person in respect of letters of credit or other similar
      instruments (including reimbursement obligations with respect thereto, but
      excluding letters of credit issued by such Person and excluding obligations
      with
      respect to letters of credit (including trade letters of credit) securing
      obligations (other than obligations described in (1) or (2) above or (5), (6)
      or
      (7)

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    below)
      entered into in the ordinary course of business of such Person to the extent
      such letters of credit are not drawn upon or, if drawn upon, to the extent
      such
      drawing is reimbursed no later than the third Business Day following receipt
      by
      such Person of a demand for reimbursement);

     

    (4)           all
      obligations of such Person to pay the deferred and unpaid purchase price of
      property or services, which purchase price is recorded as a liability under
      GAAP
      and due more than six months after the date of placing such property in service
      or taking delivery and title thereto or the completion of such services, except
      Trade Payables;

     

    (5)           all
      Capitalized Lease Obligations;

     

    (6)           all
      Indebtedness of other Persons secured by a Lien on any asset of such Person,
      whether or not such Indebtedness is assumed by such Person; provided that the
      amount of such Indebtedness shall be the lesser of (A) the Fair Market Value
      of
      such asset at such date of determination and (B) the amount of such
      Indebtedness;

     

    (7)           all
      Indebtedness of other Persons Guaranteed by such Person to the extent such
      Indebtedness is Guaranteed by such Person;

     

    (8)           Acquired
      Indebtedness;

     

    (9)           to
      the extent not otherwise included in this definition, net obligations under
      Hedging Obligations (other than Hedging Obligations not entered into for
      speculative investment purposes and designed to protect the Company or its
      Restricted Subsidiaries or Regulated Subsidiaries against fluctuations in
      commodity prices, equity prices, foreign currency exchange rates or interest
      rates and that do not increase the Indebtedness of the obligor outstanding
      at
      any time other than as a result of fluctuations in commodity prices, foreign
      currency exchange rates or interest rates or by reason of fees, indemnities
      and
      compensation payable thereunder); and

     

    (10)                      all
      obligations to redeem or repurchase Preferred Stock issued by such Person,
      other
      than PIK Preferred Stock,

     

    provided
      that Indebtedness shall not
      include:

    


    (A)           obligations
      arising from products and services offered by Bank Regulated Subsidiaries or
      Broker Dealer Regulated Subsidiaries in the ordinary course including, but
      not
      limited to, deposits, CDs, prepaid forward contracts, swaps, exchangeable debt
      securities, foreign currency purchases or sales and letters of
      credit;

     

    (B)           indebtedness
      or other obligations incurred in the ordinary course arising from margin
      lending, Stock Loan activities or foreign currency settlement obligations of
      a
      Broker Dealer Regulated Subsidiary;

     

    (C)           indebtedness
      of the Company or any Restricted Subsidiary represented by letters of credit
      for
      the account of the Company or such Restricted Subsidiary, as the case may be,
      in
      order to provide security for workers’ compensation claims, payment obligations
      in connection with self-insurance or similar requirements in the ordinary course
      of business;

     

    (D)           Purchase
      Money Indebtedness of the Company or any Restricted Subsidiary not to exceed
      at
      any one time outstanding 5% of Consolidated Net Worth;

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    (E)           indebtedness
      arising from agreements of the Company or a Restricted Subsidiary providing
      for
      indemnification, adjustment of purchase price or similar obligations, in each
      case, incurred or assumed in connection with the disposition of any business,
      assets or a Subsidiary, other than Guarantees of Indebtedness Incurred by any
      Person acquiring all or any portion of such business, assets or a Subsidiary
      for
      the purpose of financing such acquisition;

     

    (F)           indebtedness
      Incurred by Professional Path, Inc. in the ordinary course of its proprietary
      trading activities in an amount not to exceed at any one time outstanding of
      $5
      million;

     

    (G)           advances
      from the Federal Home Loan Bank, Federal Reserve Bank (or similar institution),
      repurchase and reverse repurchase agreements relating to Investment Securities,
      medium term notes, treasury tax and loan balances, special direct investment
      balances, bank notes, commercial paper, term investment option balances,
      brokered certificates of deposit, dollar rolls, and fed funds purchased, in
      each
      case incurred in the ordinary course of a Regulated Subsidiary’s
      business;

     

    (H)           Indebtedness
      Incurred by a Regulated Subsidiary and Guaranteed by the Company (i)(A) the
      proceeds of which are used to satisfy applicable minimum capital requirements
      imposed by applicable regulatory authorities of such Regulated Subsidiary and
      (B) where the provision of such Guarantee by the Company is required by the
      applicable regulatory authority or (ii) where the provision of such Guarantee
      by
      the Company is required by a bank, clearing house or other market participant
      in
      connection with the ordinary course of a Broker Dealer Regulated Subsidiary’s
      business. The amount of Indebtedness of any Person at any date shall be the
      outstanding balance at such date of all unconditional obligations as described
      above and, with respect to contingent obligations, the maximum liability upon
      the occurrence of the contingency giving rise to the obligation,
      provided

     

    (a)           that
      the amount outstanding at any time of any Indebtedness issued with original
      issue discount is the face amount of such Indebtedness less the remaining
      unamortized portion of the original issue discount of such Indebtedness at
      such
      time as determined in conformity with GAAP,

     

    (b)           that
      money borrowed and set aside at the time of the Incurrence of any Indebtedness
      in order to prefund the payment of the interest on such Indebtedness shall
      not
      be deemed to be “Indebtedness” so long as such money is held to secure the
      payment of such interest and

     

    (c)           that
      Indebtedness shall not include:

     

    (1)           any
      liability for federal, state, local or other taxes;

     

    


    (2)           performance,
      surety or appeal bonds provided in the ordinary course of business;
      or

     

    (3)           agreements
      providing for indemnification, adjustment of purchase price or similar
      obligations, or Guarantees or letters of credit, surety bonds or performance
      bonds securing any obligations of the Company or any of its Restricted
      Subsidiaries pursuant to such agreements, in any case Incurred in connection
      with the disposition of any business, assets or Restricted Subsidiary (other
      than Guarantees of Indebtedness Incurred by any Person acquiring all or any
      portion of such business, assets or Restricted Subsidiary for the purpose of
      financing such acquisition), so long as the principal amount does

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    not
      to
      exceed the gross proceeds actually received by the Company or any Restricted
      Subsidiary in connection with such disposition.

     

    “Indenture”
means
      this indenture, as amended or
      supplemented from time to time.

     

    “Indentures”
means
      this Indenture, the 2015 Notes
      Indenture, the 2013 Notes Indenture and the 2011 Notes
      Indenture.

     

    “Institutional
      Accredited Investor” means an institution that is an “accredited investor”
as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act,
      who is
      not also a QIB.

     

    “Insurance
      Regulated
      Subsidiary” means any
      Subsidiary which conducts an insurance business such that it is regulated by
      any
      supervisory agency, state insurance department other state, federal or foreign
      insurance regulatory body or the National Association of Insurance
      Commissioners.

     

    “Intercreditor
      Agreement” mean an
      intercreditor agreement among the Company, the Collateral Agent and the
      representative under the Credit Facility, in form and substance reasonably
      satisfactory to Citadel, if Citadel holds a majority in principal amount of
      outstanding Notes and, otherwise, in all instances in the form agreed upon
      by
      the Company and the representative under the Credit Facility, which
      Intercreditor Agreement, among other things may contain (a) provisions
      permitting the holders of the first priority liens, without the consent of
      the
      Holders, to change, waive, modify or vary the Collateral Documents or release
      Collateral and (b) waivers of certain rights of the Holders in bankruptcy or
      insolvency procedures.

     

    “interest”,
      in respect of the Notes, unless the
      context otherwise requires, refers to interest and Additional Interest, if
      any.

     

    “Interest
      Payment
      Date” means May 31 and
      November 30 of each year commencing on May 31, 2008.

     

    “Interest
      Swap
      Obligations” means the
      obligations of any Person pursuant to any arrangement with any other Person,
      whereby, directly or indirectly, such Person is entitled to receive from time
      to
      time periodic payments calculated by applying either a floating or a fixed
      rate
      of interest on a stated notional amount in exchange for periodic payments made
      by such other Person calculated by applying a fixed or a floating rate of
      interest on the same notional amount and shall include, without limitation,
      interest rate swaps, caps, floors, collars and similar
      agreements.

     

    “Investment”
in
      any Person means any direct or
      indirect advance, loan or other extension of credit (including, without
      limitation, by way of Guarantee or similar arrangement; but excluding Investment
      Securities, advances to customers or suppliers in the ordinary course of
      business that are, in conformity with GAAP, recorded as accounts receivable,
      prepaid expenses or deposits on the balance sheet of the Company or its
      Restricted Subsidiaries and endorsements for collection or deposit arising
      in
      the ordinary course of business) or capital contribution to (by means of any
      transfer of cash or other property to others or any payment for property or
      services for the account or use of others), or any purchase or acquisition
      of
      Capital Stock, bonds, notes, debentures or other similar instruments issued
      by,
      such Person and shall include (1) the designation of a Restricted Subsidiary
      as
      an Unrestricted Subsidiary or as a Regulated Subsidiary and (2) the retention
      of
      the Capital Stock (or any other Investment) by the Company or any of its
      Restricted Subsidiaries, of (or in) any Person that has ceased to be a
      Restricted Subsidiary, including without limitation, by reason of any
      transaction permitted by clause (3) or (4) of Section 4.06. For purposes of
      the
      definition of “Unrestricted Subsidiary” and Section 4.04, (a) the amount of or a
      reduction in an Investment shall be equal to the Fair Market Value thereof
      at
      the time such Investment is made or

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    reduced
      and (b) in the event the Company
      or a Restricted Subsidiary makes an Investment by transferring assets to any
      Person and as part of such transaction receives Net Cash Proceeds, the amount
      of
      such Investment shall be the Fair Market Value of the assets less the amount
      of
      Net Cash Proceeds so received, provided the Net Cash Proceeds are applied in
      accordance with clause (A) or (B) of Section 4.11.

     

    “Investment
      Agreement” means the
      Master Investment and Securities Purchase Agreement, dated as of the date of
      this Indenture, between the Company and Citadel.

     

    “Investment
      Grade
      Status” shall occur
      when the Notes receive a rating of “BBB-” or higher from S&P or a rating of
“Baa3” or higher from Moody’s.

     

    “Investment
      Securities” means
      marketable securities of a Person (other than an Affiliate or joint venture
      of
      the Company or any Restricted Subsidiary or any Regulated Subsidiary),
      mortgages, credit card and other loan receivables, futures contracts on
      marketable securities, interest rates and foreign currencies used for the
      hedging of marketable securities, mortgages or credit card and other loan
      receivables purchased, borrowed, sold, loaned or pledged by such Person in
      the
      ordinary course of its business.

     

    “Issue
      Date” means the date on
      which the Original
      Notes are originally issued under the Indenture.

     

    “Lien”
means
      any mortgage, pledge, security
      interest, encumbrance, lien or charge of any kind (including, without
      limitation, any conditional sale or other title retention agreement or lease
      in
      the nature thereof or any agreement to give any security
      interest).

     

    “Moody’s”
means
      Moody’s Investors Service, Inc.
      and its successors.

     

    “Net
      Cash Proceeds” means:

     

    (1)           with
      respect to any Asset Sale or Regulated Sale, the proceeds of such Asset Sale
      or
      Regulated Sale in the form of cash or cash equivalents, including payments
      in
      respect of deferred payment obligations (to the extent corresponding to the
      principal, but not interest, component thereof) when received in the form of
      cash or cash equivalents and proceeds from the conversion of other property
      received when converted to cash or cash equivalents, net of

     

    (A)           brokerage
      commissions and other fees and expenses (including attorney’s fees, accountants’
fees, underwriters’, placement agents’ and other investment bankers’ fees,
      commissions and consultant fees) related to such Asset Sale or Regulated
      Sale;

     

    (B)           provisions
      for all taxes (whether or not such taxes will actually be paid or are payable)
      as a result of such Asset Sale or Regulated Sale without regard to the
      consolidated results of operations of the Company and its Restricted
      Subsidiaries, taken as a whole, together with any actual distributions to
      shareholders of the type contemplated under clause (b)(9) under Section 4.04
      with respect to the taxable income relating to such Asset Sale or Regulated
      Sale;

     

    (C)           payments
      made to repay Indebtedness or any other obligation outstanding at the time
      of
      such Asset Sale or Regulated Sale that either (x) is secured by a Lien on the
      property or assets sold or (y) is required to be paid as a result of such sale
      and

     

    (D)           appropriate
      amounts to be provided by the Company, any Restricted Subsidiary or any
      Regulated Subsidiary as a reserve against any liabilities associated
      with

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    such
      Asset
      Sale or Regulated Sale, including, without limitation, pension and other
      post-employment benefit liabilities, liabilities related to environmental
      matters and liabilities under any indemnification obligations associated with
      such Asset Sale or Regulated Sale, all as determined in conformity with GAAP;
      and

     

    (2)           with
      respect to any issuance or sale of Capital Stock, the proceeds of such issuance
      or sale in the form of cash or cash equivalents, including payments in respect
      of deferred payment obligations (to the extent corresponding to the principal,
      but not interest, component thereof) when received in the form of cash or cash
      equivalents and proceeds from the conversion of other property received when
      converted to cash or cash equivalents, net of attorney’s fees, accountants’
fees, underwriters’ or placement agents’ fees, discounts or commissions and
      brokerage, consultant and other fees incurred in connection with such issuance
      or sale and net of taxes paid or payable as a result thereof.

     

    “Note
      Guarantee” means any Guarantee
      of the obligations
      of the Company under the Indenture and the Notes by any Subsidiary
      Guarantor.

     

    “Note
      Lien” means all Liens
      that secure the
      obligations under the Notes and the Subsidiary Guarantees.

     

    “Notes”
has
      the meaning assigned to such term
      in the Recitals.

     

    “Obligations”
      means any principal, interest,
      penalties, fees, indemnifications, reimbursements, damages and other liabilities
      payable under the documentation governing any Indebtedness.

     

    “Offer
      to Purchase” means an offer to
      purchase Notes by
      the Company from the Holders commenced by mailing a notice to the Trustee and
      each Holder stating:

     

    (1)           the
      covenant pursuant to which the offer is being made and that all Notes validly
      tendered will be accepted for payment on a pro rata basis;

     

    (2)           the
      purchase price and the date of purchase (which shall be a Business Day no
      earlier than 30 days nor later than 60 days from the date such notice is mailed)
      (the “Payment Date”);

     

    (3)           that
      any Note not tendered will continue to accrue interest pursuant to its
      terms;

     

    (4)           that,
      unless the Company defaults in the payment of the purchase price, any Note
      accepted for payment pursuant to the Offer to Purchase shall cease to accrue
      interest on and after the Payment Date;

     

    (5)           that
      Holders electing to have a Note purchased pursuant to the Offer to Purchase
      will
      be required to surrender the Note, together with the form entitled “Option of
      the Holder to Elect Purchase” on the reverse side of the Note completed, to the
      Paying Agent at the address specified in the notice prior to the close of
      business on the Business Day immediately preceding the Payment
      Date;

     

    (6)           that
      Holders will be entitled to withdraw their election if the Paying Agent
      receives, not later than the close of business on the third Business Day
      immediately preceding the Payment Date, a telegram, facsimile transmission
      or
      letter setting forth the name of such

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    Holder,
      the principal amount of Notes delivered for purchase and a statement that such
      Holder is withdrawing his election to have such Notes purchased;
      and

     

    (7)           that
      Holders whose Notes are being purchased only in part will be issued new Notes
      equal in principal amount to the unpurchased portion of the Notes surrendered;
      provided that each Note purchased and each new Note issued shall be in a
      principal amount of $1,000 or multiples of $1,000.

     

    On
      the Payment Date, the Company shall
      (a) accept for payment on a pro rata basis Notes or portions thereof tendered
      pursuant to an Offer to Purchase; (b) deposit with the Paying Agent money
      sufficient to pay the purchase price of all Notes or portions thereof so
      accepted; and (c) deliver, or cause to be delivered, to the Trustee all Notes
      or
      portions thereof so accepted together with an Officers’ Certificate specifying
      the Notes or portions thereof accepted for payment by the Company. The Paying
      Agent shall promptly mail to the Holders of Notes so accepted payment in an
      amount equal to the purchase price, and the Trustee shall promptly authenticate
      and mail to such Holders a new Note equal in principal amount to any unpurchased
      portion of the Note surrendered; provided that each Note purchased and each
      new
      Note issued shall be in a principal amount of $1,000 or multiples of $1,000.
      The
      Company will publicly announce the results of an Offer to Purchase as soon
      as
      practicable after the Payment Date. The Trustee shall act as the Paying Agent
      for an Offer to Purchase. The Company will comply with Rule 14e-l under the
      Exchange Act and any other securities laws and regulations thereunder to the
      extent such laws and regulations are applicable, if the Company is required
      to
      repurchase Notes pursuant to an Offer to Purchase.

     

    “Officer”
      means the chairman of the Board of
      Directors, the president or chief executive officer, any vice president, the
      chief financial officer, the treasurer or any assistant treasurer, or the
      secretary or any assistant secretary, of the Company.

     

    “Officers’
      Certificate” means a
      certificate signed in the name of the Company (i) by the chairman of the Board
      of Directors, the president or chief executive officer or a vice president
      and
      (ii) by the chief financial officer, the treasurer or any assistant treasurer
      or
      the secretary or any assistant secretary.

     

    “Opinion
      of Counsel” means an opinion
      from legal counsel
      that meets the requirements of the Indenture.

     

    “Original
      Notes” means the Notes,
      in an aggregate
      principal amount not to exceed $1,786,000,000 (plus any Capitalized Interest),
      issued on the Issue Date and any Notes issued in replacement thereof.


     

    “OTS”
means
      the Office of Thrift
      Supervision.

     

    “Outstanding
      Convertible
      Notes” means 6.00%
      convertible subordinated notes due February 2007, issued by the Company pursuant
      to the indenture dated February 1, 2000, outstanding on the Closing
      Date.

     

    “Paying
      Agent” refers to a Person
      engaged to perform
      the obligations of the Trustee in respect of payments made or funds held
      hereunder in respect of the Notes.

     

    “Permitted
      Investment”
means:

     

    (1)           an
      Investment in the Company or a Restricted Subsidiary or a Regulated Subsidiary
      or a Person which will, upon the making of such Investment, become a
      Restricted

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    Subsidiary
      or Regulated Subsidiary or be merged or consolidated with or into or transfer
      or
      convey all or substantially all its assets to, the Company or a Restricted
      Subsidiary or Regulated Subsidiary; provided that such person’s primary business
      is a Related Business on the date of such Investment;

     

    (2)           Temporary
      Cash Investments and Investment Securities;

     

    (3)           payroll,
      travel and similar advances to cover matters that are expected at the time
      of
      such advances ultimately to be treated as expenses in accordance with
      GAAP;

     

    (4)           stock,
      obligations or securities received in satisfaction of judgments;

     

    (5)           an
      Investment in an Unrestricted Subsidiary consisting solely of an Investment
      in
      another Unrestricted Subsidiary;

     

    (6)           Hedging
      Obligations not entered into for speculative investment purposes and designed
      to
      protect the Company or its Restricted Subsidiaries or Regulated Subsidiaries
      against fluctuations in commodity prices, securities prices, foreign currency
      exchange rates or interest rates; and

     

    (7)           any
      Investment made as a result of the receipt of non-cash consideration from an
      Asset Sale that was made pursuant to and in compliance with Section
      4.11.

     

    “Permitted
      Liens” means:

     

    (1)           Liens
      for taxes, assessments, governmental charges or claims that are not yet due
      or
      that are being contested in good faith by appropriate legal proceedings promptly
      instituted and diligently conducted and for which a reserve or other appropriate
      provision, if any, as shall be required in conformity with GAAP shall have
      been
      made;

     

    (2)           statutory
      and common law Liens of landlords and carriers, warehousemen, mechanics,
      suppliers, materialmen, repairmen or other similar Liens (including a lender’s
      unexercised rights of set-off) arising in the ordinary course of business and
      with respect to amounts not yet delinquent or being contested in good faith
      by
      appropriate legal proceedings promptly instituted and diligently conducted
      and
      for which a reserve or other appropriate provision, if any, as shall be required
      in conformity with GAAP shall have been made;

     

    (3)           Liens
      incurred or deposits made in the ordinary course of business in connection
      with
      workers’ compensation, unemployment insurance and other types of social
      security;

     

    (4)           Liens
      incurred or deposits made to secure the performance of tenders, bids, leases,
      statutory or regulatory obligations, bankers’ acceptances, surety and appeal
      bonds, government contracts, performance and return-of-money bonds and other
      obligations of a similar nature incurred in the ordinary course of business
      (exclusive of obligations for the payment of borrowed money);

     

    (5)           easements,
      rights-of-way, municipal and zoning ordinances and similar charges,
      encumbrances, title defects or other irregularities that do not materially
      interfere with the ordinary course of business of the Company or any of its
      Restricted Subsidiaries;

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    (6)           leases
      or subleases granted to others that do not materially interfere with the
      ordinary course of business of the Company and its Restricted Subsidiaries,
      taken as a whole;

     

    (7)           Liens
      encumbering property or assets under construction arising from progress or
      partial payments by a customer of the Company or its Restricted Subsidiaries
      relating to such property or assets;

     

    (8)           any
      interest or title of a lessor in the property subject to any Capitalized Lease
      or operating lease;

     

    (9)           Liens
      arising from filing Uniform Commercial Code financing statements regarding
      leases;

     

    (10)         Liens
      on property of, or on shares of Capital Stock or Indebtedness of, any Person
      existing at the time such Person becomes, or becomes a part of, any Restricted
      Subsidiary; provided that such Liens do not extend to or cover any property
      or
      assets of the Company or any Restricted Subsidiary other than the property
      or
      assets acquired;

     

    (11)          Liens
      in favor of the Company or any Restricted Subsidiary;

     

    (12)          Liens
      arising from the rendering of a final judgment or order against the Company
      or
      any Restricted Subsidiary that does not give rise to an Event of
      Default;

     

    (13)          Liens
      securing reimbursement obligations with respect to letters of credit that
      encumber documents and other property relating to such letters of credit and
      the
      products and proceeds thereof;

     

    (14)          Liens
      in favor of customs and revenue authorities arising as a matter of law to secure
      payment of customs duties in connection with the importation of
      goods;

     

    (15)           Liens
      encumbering customary initial deposits and margin deposits, and other Liens
      that
      are within the general parameters customary in the industry and incurred in
      the
      ordinary course of business, in each case, securing Indebtedness under Hedging
      Obligations not entered into for speculative investment purposes and designed
      to
      protect the Company or any of its Restricted Subsidiaries from fluctuations
      in
      interest rates, currencies or the price of commodities or
      securities;

     

    (16)            Liens
      arising out of conditional sale, title retention, consignment or similar
      arrangements for the sale of goods entered into by the Company or any of its
      Restricted Subsidiaries in the ordinary course of business in accordance with
      the past practices of the Company and its Restricted Subsidiaries prior to
      the
      Closing Date;

     

    (17)            Liens
      on shares of Capital Stock of any Unrestricted Subsidiary to secure Indebtedness
      of such Unrestricted Subsidiary; and

     

    (18)            Liens
      on or sales of receivables or mortgages in the ordinary course of business
      of
      the Company and its Subsidiaries.

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    “Person”
means
      an individual, a corporation, a
      partnership, a limited liability company, an association, a trust or any other
      entity or organization, including a government or political subdivision or
      an
      agency or instrumentality thereof.

     

    “PIK
      Preferred Stock” means Preferred
      Stock the terms of
      which do not permit the declaration or payment of any dividend or other
      distribution thereon or with respect thereto, or the redemption or conversion
      thereof, in each such case prior to the payment in full of the Company’s
      obligations under the Notes.

     

    “Preferred
      Stock” of any Person means
      any Capital Stock
      of such Person that has preferential rights to any other Capital Stock of such
      Person with respect to dividends or redemptions or upon
      liquidation.

     

    “Purchase
      Money
      Indebtedness” means
      indebtedness (1) incurred to finance the cost (including the cost of improvement
      or construction and fees and expenses related to the acquisition) of real or
      personal property acquired after the Closing Date, provided that (a) the amount
      of such indebtedness does not exceed 100% of such cost, and (b) such
      indebtedness is incurred prior to, at the time of, or within twelve months
      after
      the later of the acquisition, the completion of construction or the commencement
      of full operation of such property; or (2) issued in exchange for, or the net
      proceeds of which are used to refinance or refund, then outstanding Purchase
      Money Indebtedness and any refinancings or refundings thereof in accordance
      with
      Section 4.03(a)(3).  The term “Indebtedness” for purposes of Section
      4.03(a)(3) and clauses (4) and (6) of the second paragraph of Section 4.09,
      shall be deemed to include “Purchase Money Indebtedness.”

     

    “Puttable
      Notes” means Notes held
      by Purchaser (as
      defined in the Investment Agreement) or any of its affiliates which are subject
      to put rights pursuant to Section 4.16 of the Investment
      Agreement.

     

    “QIB”
means
      a “qualified institutional
      buyer” (as defined in Rule 144A).

     

    “QIB
      Global Note” means a Note offered
      in reliance on
      Rule 144A.

     

    “Register”
has
      the meaning assigned to such term
      in Section 2.09.

     

    “Registrar”
means
      a Person engaged to maintain the
      Register.

     

    “Regular
      Record Date” for the interest
      payable on any
      Interest Payment Date means the May 15 or November 15 (whether or not a Business
      Day) next preceding such Interest Payment Date.

     

    “Regulated
      Sale” means any sale,
      transfer or other
      disposition (including by way of merger, consolidation or Sale-Leaseback
      Transaction) in one transaction or a series of related transactions by the
      Company or any of its Restricted Subsidiaries or Regulated Subsidiaries to
      any
      Person other than the Company or any of its Restricted Subsidiaries or Regulated
      Subsidiaries of:

     

    (1)           all
      or any of the Common Stock of any Regulated Subsidiary that constitutes a
      Significant Subsidiary, or

     

    (2)           all
      or substantially all of the property and assets of an operating unit or business
      of any Regulated Subsidiary that constitutes a Significant
      Subsidiary,

     

    in
      each
      case, that is not governed by the provisions of the Indenture applicable to
      mergers, consolidations and sales of assets of the Company; provided that
“Regulated Sale” shall not include an issuance, sale,

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    transfer
      or other disposition of Capital Stock by a Regulated Subsidiary to the Company,
      a Wholly Owned Restricted Subsidiary or a Wholly Owned Regulated
      Subsidiary.

    


    “Regulated
      Subsidiary” means a
      Broker Dealer Regulated Subsidiary, a Bank Regulated Subsidiary or an Insurance
      Regulated Subsidiary or any other Subsidiary subject to minimum capital
      requirements or other similar material regulatory requirements imposed by
      applicable regulatory authorities.

     

    “Regulation
      S” means Regulation S under the
      Securities Act.

     

    “Regulation
      S Global
      Note” means a Note
      offered in offshore transactions in reliance on
      Regulation S.

     

    “Related
      Business” means any financial
      services business
      which is the same as or ancillary or complementary to any business of the
      Company and its Restricted Subsidiaries and Regulated Subsidiaries that is
      being
      conducted on the Closing Date, including, but not limited to, activities under
      Section 4(k) of the Bank Holding Company Act, as amended, or Section 10 of
      the
      Home Owners’ Loan Act, as amended, broker-dealer services, insurance, investment
      advisory services, specialist and other market making activities, trust
      services, underwriting and the creation of and offers and sales of interests
      in
      mutual funds.

     

    “Replacement
      Assets” means, on any date,
      property or assets
      (other than current assets) of a nature or type or that are used in a business
      (or an Investment in a company having property or assets of a nature or type,
      or
      engaged in a business) similar or related to the nature or type of the property
      and assets of, or the business of, the Company and its Restricted Subsidiaries
      existing on such date.

     

    “Resale
      Restriction Termination
      Date” means for any
      Transfer Restricted Note (or beneficial interest therein), that is (a) not
      a Regulation S Global Note (or Certificated Note issued in respect thereof
      pursuant to this Indenture), two years (or such other period specified in
      Rule 144(k) under the Securities Act) from the Issue Date and (b) a
      Regulation S Global Note (or Certificated Note issued in respect thereof
      pursuant to this Indenture), the date on or after the 40th consecutive day
      beginning on and including the later of (i) the day on which any Notes
      represented thereby are offered to persons other than distributors (as defined
      in Regulation S) pursuant to Regulation S and (ii) the issue date
      for such Notes.

     

    “Responsible
      Officer” shall mean, when
      used with respect to
      the Trustee, any officer within the corporate trust department of the Trustee,
      including any vice president, assistant vice president, assistant secretary,
      assistant treasurer, trust officer or any other officer of the Trustee who
      customarily performs functions similar to those performed by the Persons who
      at
      the time shall be such officers, respectively, or to whom any corporate trust
      matter is referred because of such person’s knowledge of and familiarity with
      the particular subject and who shall have direct responsibility for the
      administration of this Indenture.

     

    “Restricted
      Notes
      Legend” means the
      legend set forth on Exhibit D hereto.

     

    “Restricted
      Subsidiary” means any
      Subsidiary of the Company other than an Unrestricted Subsidiary, or a Regulated
      Subsidiary.

     

    “Rule
      144A” means Rule 144A
      under the Securities
      Act.

     

    “Sale-Leaseback
      Transaction” means,
      with respect to any Person, an arrangement whereby such Person sells or
      transfers property and then or thereafter leases such property or any
      substantial part thereof which such Person intends to use for substantially
      the
      same purpose or purposes as the property sold or

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    transferred,
      provided that for purposes
      of this definition, “property” shall not include Investment
      Securities.

     

    “S&P”
means
      Standard & Poor’s Ratings
      Group, a division of The McGraw-Hill Companies, and its
      successors.

     

    “Secured
      Indebtedness
      Cap” means, on any
      date, an amount equal to 1.0 times the Consolidated EBITDA of the Company for
      the most recently ended Four Quarter Period for which financial statements
      are
      available immediately preceding such date. For purposes of making the
      computation referred to above, Consolidated EBITDA shall be calculated after
      giving effect on a pro forma basis for the period of such calculation to any
      Asset Sales or Asset Acquisitions (including, without limitation, any Asset
      Acquisition giving rise to the need to make such calculation as a result of
      such
      Person or one of its Restricted Subsidiaries or Regulated Subsidiaries
      (including any Person who becomes a Restricted Subsidiary or Regulated
      Subsidiary as a result of the Asset Acquisition) incurring, assuming or
      otherwise being liable for Acquired Indebtedness and also including any
      Consolidated EBITDA attributable to the assets which are the subject of the
      Asset Acquisition or Asset Sale during the Four Quarter Period) occurring during
      the Four Quarter Period or at any time subsequent to the last day of the Four
      Quarter Period and on or prior to the date of such calculation, as if such
      Asset
      Sale or Asset Acquisition (including the incurrence, assumption or liability
      for
      any such Acquired Indebtedness) occurred on the first day of the Four Quarter
      Period.

     

    “Securities
      Act” means the Securities
      Act of 1933, as
      amended.

     

    “Significant
      Subsidiary” means, at
      any date of determination, any Restricted Subsidiary that, together with its
      Subsidiaries, (1) for the most recent fiscal year of the Company, accounted
      for
      more than 10% of the consolidated revenues of the Company and its Restricted
      Subsidiaries or (2) as of the end of such fiscal year, was the owner of more
      than 10% of the consolidated assets of the Company and its Restricted
      Subsidiaries, all as set forth on the most recently available consolidated
      financial statements of the Company for such fiscal year.

     

    “Stated
      Maturity” means, (1) with
      respect to any debt
      security, the date specified in such debt security as the fixed date on which
      the final installment of principal of such debt security is due and payable
      and
      (2) with respect to any scheduled installment of principal of or interest on
      any
      debt security, the date specified in such debt security as the fixed date on
      which such installment is due and payable.

     

    “Stock
      Loan” means a “Loan”
as
      used in the Master Securities Loan
      Agreement published from time to time by the Bond Market
      Association.

     

    “Subsidiary”
means,
      with respect to any Person, any
      corporation, association or other business entity of which more than 50% of
      the
      voting power of the outstanding Voting Stock is owned, directly or indirectly,
      by such Person and one or more other Subsidiaries of such
      Person.

     

    “Subsidiary
      Guarantor” means any
      Domestic Subsidiary which provides a Note Guarantee of the Company’s obligations
      under the Indenture and the Notes pursuant to Section 4.07.

     

    “Temporary
      Cash
      Investment” means any
      of the following:

     

    (1)           direct
      obligations of the United States of America or any agency thereof or obligations
      fully and unconditionally guaranteed by the United States of America or any
      agency thereof, in each case maturing within one year unless such obligations
      are deposited by the

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    Company
      (x) to defease any Indebtedness or (y) in a collateral or escrow account or
      similar arrangement to prefund the payment of interest on any
      indebtedness;

     

    (2)           demand
      deposits, time deposit accounts, bankers acceptances, certificates of deposit
      and money market deposits maturing within 180 days of the date of acquisition
      thereof issued by a bank or trust company which is organized under the laws
      of
      the United States of America, any state thereof or any foreign country
      recognized by the United States of America, and which bank or trust company
      (i)
      has capital, surplus and undivided profits aggregating in excess of $100 million
      (or the foreign currency equivalent thereof) and has outstanding debt which
      is
      rated “A” (or such similar equivalent rating) or higher by at least one
      nationally recognized statistical rating organization (as defined in Rule 436
      under the Securities Act) or (ii) is a money market fund sponsored by a
      registered broker dealer or mutual fund distributor;

     

    (3)           repurchase
      obligations with a term of not more than 30 days for underlying securities
      of
      the types described in clause (1) above entered into with a bank or trust
      company meeting the qualifications described in clause (2) above;

     

    (4)           commercial
      paper, maturing not more than one year after the date of acquisition, issued
      by
      a corporation (other than an Affiliate of the Company) organized and in
      existence under the laws of the United States of America, any state thereof
      or
      any foreign country recognized by the United States of America with a rating
      at
      the time as of which any investment therein is made of “P- 1” (or higher)
      according to Moody’s or “A l” (or higher) according to S&P;

     

    (5)           securities
      with maturities of six months or less from the date of acquisition issued or
      fully and unconditionally guaranteed by any state, commonwealth or territory
      of
      the United States of America, or by any political subdivision or taxing
      authority thereof, and rated at least “A” by S&P or Moody’s;
      and

     

    (6)           any
      mutual fund that has at least 95% of its assets continuously invested in
      investments of the types described in clauses (1) through (5)
      above.

     

    “Trade
      Payables” means, with respect
      to any Person, any
      accounts payable or any other indebtedness or monetary obligation to trade
      creditors created, assumed or Guaranteed by such Person or any of its
      Subsidiaries arising in the ordinary course of business in connection with
      the
      acquisition of goods or services.

     

    “Transaction
      Date” means, with respect
      to the Incurrence
      of any Indebtedness, the date such Indebtedness is to be Incurred and, with
      respect to any Restricted Payment, the date such Restricted Payment is to be
      made.

     

    “Transfer
      Restricted
      Notes” means Notes
      that bear or are required to bear the Restricted Notes
      Legend.

     

    “Trigger
      Date” means the earlier
      of (a) the first
      date on which the Company is allowed to grant Liens to secure Indebtedness
      in
      excess of $300,000,000 under the 2011 Notes without granting equal and ratable
      security to the noteholders of the 2015 Notes, 2013 Notes and/or 2011 Notes
      and
      (b) the date of the redemption of the 2011 Notes.

     

    “Trustee”
means
      the party named as such in the
      first paragraph of the Indenture or any successor trustee under the Indenture
      pursuant to Article 7.

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    “Trust
      Indenture Act” means the Trust
      Indenture Act of 1939,
      as amended.

     

    “Unrestricted
      Subsidiary” means (1)
      any Subsidiary of the Company that at the time of determination shall be
      designated an Unrestricted Subsidiary by the Board of Directors in the manner
      provided below; and (2) any Subsidiary of an Unrestricted Subsidiary. The Board
      of Directors may designate any Restricted Subsidiary or Regulated Subsidiary
      (including any newly acquired or newly formed Subsidiary of the Company) to
      be
      an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of,
      or
      owns or holds any Lien on any property of, the Company or any Restricted
      Subsidiary; provided that (A) any Guarantee by the Company or any Restricted
      Subsidiary of any Indebtedness of the Subsidiary being so designated shall
      be
      deemed an “Incurrence” of such Indebtedness and an “Investment” by the Company
      or such Restricted Subsidiary (or both, if applicable) at the time of such
      designation; (B) either (I) the Subsidiary to be so designated has total assets
      of $1,000 or less or (II) if such Subsidiary has assets greater than $1,000,
      such designation would be permitted under Section 4.04 and (C) if applicable,
      the Incurrence of Indebtedness and the Investment referred to in clause (A)
      of
      this proviso would be permitted under the Section 4.03 and Section 4.04. The
      Board of Directors may designate any Unrestricted Subsidiary to be a Restricted
      Subsidiary; provided that (a) no Default or Event of Default shall have occurred
      and be continuing at the time of or after giving effect to such designation
      and
      (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding
      immediately after such designation would, if Incurred at such time, have been
      permitted to be Incurred (and shall be deemed to have been Incurred) for all
      purposes of the Indenture. Any such designation by the Board of Directors shall
      be evidenced to the Trustee by promptly filing with the Trustee a copy of the
      Board Resolution giving effect to such designation and an Officers’ Certificate
      certifying that such designation complied with the foregoing
      provisions.

     

    “U.S.
      Government
      Obligations” means
      securities that are (1) direct obligations of the United States of America
      for
      the payment of which its full faith and credit is pledged or (2) obligations
      of
      a Person controlled or supervised by and acting as an agency or instrumentality
      of the United States of America the payment of which is unconditionally
      guaranteed as a full faith and credit obligation by the United States of
      America, which, in either case, are not callable or redeemable at the option
      of
      the issuer thereof at any time prior to the Stated Maturity of the Notes, and
      shall also include a depository receipt issued by a bank or trust company as
      custodian with respect to any such U.S. Government Obligation or a specific
      payment of interest on or principal of any such U.S. Government Obligation
      held
      by such custodian for the account of the holder of a depository receipt;
      provided that (except as required by law) such custodian is not authorized
      to
      make any deduction from the amount payable to the holder of such depository
      receipt from any amount received by the custodian in respect of the U.S.
      Government Obligation or the specific payment of interest on or principal of
      the
      U.S. Government Obligation evidenced by such depository
      receipt.

     

    “Voting
      Stock” means with respect
      to any Person,
      Capital Stock of any class or kind ordinarily having the power to vote for
      the
      election of directors, managers or other voting members of the governing body
      of
      such Person.

     

    “Well
      Capitalized” means “well capitalized” within the
      meaning of 12 U.S.C. §1831o, as determined by a particular Bank Regulated
      Subsidiary’s appropriate federal banking agency, but in no event less than the
      amount required in a capital directive or other capital requirement by a federal
      banking agency.

     

    “Wholly
      Owned” means, with respect
      to any Subsidiary
      of any Person, the ownership all of the outstanding Capital Stock of such
      Subsidiary by such Person or one or more Wholly Owned Subsidiaries of such
      Person.

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    Section
      1.02.    Incorporation by Reference of Trust Indenture
      Act.  Whenever this Indenture refers to a provision of the Trust
      Indenture Act of 1939, as amended (the “TIA”), the provision is incorporated by
      reference in and made a part of this Indenture. The following TIA terms used
      in
      this Indenture have the following meanings:

     

    “indenture
      securities” means the
      Notes;

     

    “indenture
      security holder” means a
      Holder or a Noteholder;

     

    “indenture
      to be qualified” means this
      Indenture;

     

    “indenture
      trustee” or “institutional
      trustee” means the Trustee; and

     

    “obligor”
on
      the indenture securities
      means the Company or any other obligor on the Notes.

     

    All
      other TIA terms used in this
      Indenture that are defined by the TIA, defined by TIA reference to another
      statute or defined by a rule of the Commission and not otherwise defined herein
      have the meanings assigned to them therein.

     

    Section
      1.03.           Rules
      of Construction.  Unless the context otherwise
      requires:

     

    (a)           a
      term has the meaning assigned to it;

     

    (b)           an
      accounting term not otherwise defined has the meaning assigned to it in
      accordance with GAAP;

     

    (c)           “or”
      is not exclusive;

     

    (d)           words
      in the singular include the plural, and words in the plural include the
      singular;

     

    (e)           provisions
      apply to successive events and transactions;

     

    (f)           “herein,”
      “hereof” and other words of similar import refer to this Indenture as a whole
      and not to any particular Article, Section or other subdivision;

     

    (g)           all
      ratios and computations based on GAAP contained in this Indenture shall be
      computed in accordance with the definition of GAAP set forth in Section 1.01;
      and

     

    (h)           all
      references to Sections or Articles refer to Sections or Articles of this
      Indenture unless otherwise indicated.

     

    ARTICLE
      II

     

    THE
      NOTES

     

    Section
      2.01.      Form, Dating and
      Denominations.  The Notes and the Trustee’s certificate of
      authentication will be substantially in the form attached as Exhibit
      A.  The terms and provisions contained in the form of the Notes
      annexed as Exhibit A constitute, and are hereby expressly made, a part of the
      Indenture.  The Notes may have notations, legends or endorsements
      required by law, rules of or agreements with national securities exchanges
      to
      which the Company is subject, or usage.  Each Note will be dated the
      date of its authentication.  The Notes will be issuable in
      denominations  of $1,000 in

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    principal
      amount and any multiple of $1,000 in excess thereof.

     

    Section
      2.02.      Execution and
      Authentication.

     

    (a)           An
      Officer shall execute the Notes for the Company by facsimile or manual signature
      in the name and on behalf of the Company.  If an Officer whose
      signature is on a Note no longer holds that office at the time the Note is
      authenticated, the Note will still be valid.

     

    (b)           A
      Note will not be valid until the Trustee manually signs the certificate of
      authentication on the Note, with the signature conclusive evidence that the
      Note
      has been authenticated under the Indenture.

     

    (c)           At
      any time and from time to time after the execution and delivery of the
      Indenture, the Company may deliver Notes executed by the Company to the Trustee
      for authentication.  The Trustee will authenticate and deliver
      Original Notes for original issue in the aggregate principal amount not to
      exceed $1,786,000,000 (plus any Capitalized Interest) and Additional Notes
      in
      the aggregate principal amount not to exceed $150,000,000 (plus any Capitalized
      Interest) upon receipt by the Trustee of an Officers’ Certificate
      specifying:

     

    
      	
               

            	
              (i)

            	
              the
                amount of Notes to be authenticated and the date on which the Notes
                are to
                be authenticated;

            


    

     

    
      	
               

            	
              (ii)

            	
              whether
                the Notes are to be issued as one or more Global Notes or Certificated
                Notes; and

            


    

     

    
      	
               

            	
              (iii)

            	
              other
                information the Company may determine to include or the Trustee may
                reasonably request.

            


    

     

    The
      Notes shall be issuable only in
      registered form without coupons and only in denominations of $1,000 in principal
      amount and any integral multiple thereof. Notwithstanding the foregoing, the
      Company may not issue and the Trustee may not authenticate Additional Notes
      unless the Final Closing has occurred.

     

    Section
      2.03.           Registrar,
      Paying Agent and Authenticating Agent; Paying Agent to Hold Money in
      Trust.

     

    (a)           The
      Company may appoint one or more Registrars and one or more Paying Agents, and
      the Trustee may appoint an Authenticating Agent, in which case each reference
      in
      the Indenture to the Trustee in respect of the obligations of the Trustee to
      be
      performed by that Agent will be deemed to be references to the
      Agent.  The Company may act as Registrar or (except for purposes of
      Article 8) Paying Agent.  In each case the Company and the Trustee
      will enter into an appropriate agreement with the Agent implementing the
      provisions of the Indenture relating to the obligations of the Trustee to be
      performed by the Agent and the related rights.  The Company initially
      appoints the Trustee as Registrar and Paying Agent.

     

    (b)           The
      Company will require each Paying Agent other than the Trustee to agree in
      writing that the Paying Agent will hold in trust for the benefit of the Holders
      or the Trustee all money held by the Paying Agent for the payment of principal
      of and interest on the Notes and will promptly notify the Trustee of any default by the Company in
      making any
      such payment.  If the Company or any Subsidiary acts as Paying Agent,
      it shall segregate the money held by it as Paying Agent and hold it as a
      separate trust fund.  The Company at any time may require
      a

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

    Paying
      Agent to pay all money held by it
      to the Trustee and account for any funds disbursed, and the Trustee may at
      any
      time during the continuance of any payment default, upon written request to
      a
      Paying Agent, require the Paying Agent to pay all money held by it to the
      Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent
      will have no further liability for the money so paid over to the
      Trustee.

     

    Section
      2.04.    Replacement Notes.  If a
      mutilated Note is surrendered to the Trustee or if a Holder claims that its
      Note
      has been lost, destroyed or wrongfully taken, the Company will issue and the
      Trustee will authenticate a replacement Note of like tenor and principal amount
      and bearing a number not contemporaneously outstanding. Every replacement Note
      is an additional obligation of the Company and entitled to the benefits of
      the
      Indenture; provided that (i) the requirements of Section 8-405 of the Uniform
      Commercial Code are met, such that the Holder (a) satisfies the Company that
      such requirements have been met within a reasonable time after such Holder
      has
      notice of such loss, destruction or wrongful taking and the Registrar does
      not
      register a transfer prior to receiving such notification, (b) makes such request
      to the Company prior to the Note being acquired by a protected purchaser as
      defined in Section 8-303 of the Uniform Commercial Code (a “protected
      purchaser”) and (c) satisfies any other reasonable requirements of the Trustee,
      and (ii) the requirements of this Section 2.04 are met.  An affidavit
      of lost certificate and an indemnity bond must be furnished that is sufficient
      in the judgment of both the Trustee and the Company to protect the Company,
      the
      Trustee or any Agent from any loss that any of them may suffer if a Note is
      replaced.  The Company may charge the Holder for the expenses of the
      Company and the Trustee in replacing a Note. In case the mutilated, lost,
      destroyed or wrongfully taken Note has become or is about to become due and
      payable, the Company in its discretion may pay the Note instead of issuing
      a
      replacement Note.

     

    Section
      2.05.    Outstanding Notes

     

    (a)           Notes
      outstanding at any time are all Notes that have been authenticated by the
      Trustee except for:

     

    
      	
               

            	
              (i)

            	
              Notes
                cancelled by the Trustee or delivered to it for
                cancellation;

            


    

     

    
      	
               

            	
              (ii)

            	
              any
                Note which has been replaced pursuant to Section 2.04 unless and
                until the
                Trustee and the Company receive proof satisfactory to them that the
                replaced Note is held by a bona fide purchaser;
                and

            


    

     

    
      	
               

            	
              (iii)

            	
              on
                or after the maturity date or any redemption date or date for purchase
                of
                the Notes pursuant to an Offer to Purchase, those Notes payable or to be redeemed
                or
                purchased on that date for which the Trustee (or Paying Agent, other
                than
                the Company or an Affiliate of the Company) holds money sufficient
                to pay
                all amounts then due.

            


    

     

    (b)           A
      Note does not cease to be outstanding because the Company or one of its
      Affiliates holds the Note, provided that in determining whether the
      Holders of the requisite principal amount of the outstanding Notes have given
      or
      taken any request, demand, authorization, direction, instruction, notice,
      consent, waiver or other action hereunder, Notes owned by the Company or any
      Affiliate of the Company will be disregarded and deemed not to be outstanding,
      (it being understood that in determining whether the Trustee is protected in
      relying upon any such request, demand, authorization, direction, notice,
      consent, waiver or other action, only Notes which the Trustee knows to be so
      owned will be so disregarded).  Notes so owned which have been pledged
      in good faith may be regarded as outstanding if the pledgee

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

     

    establishes
      to the satisfaction of the Trustee the pledgee’s right so to act with respect to
      such Notes and that the pledgee is not the Company or any Affiliate of the
      Company.

     

    Section
      2.06.     Temporary Notes.  Until
      definitive Notes are ready for delivery, the Company may prepare and the Trustee
      will authenticate temporary Notes.  Temporary Notes will be
      substantially in the form of definitive Notes but may have insertions,
      substitutions, omissions and other variations determined to be appropriate
      by
      the Officer executing the temporary Notes, as evidenced by the execution of
      the
      temporary Notes.  If temporary Notes are issued, the Company will
      cause definitive Notes to be prepared without unreasonable delay. After the
      preparation of definitive Notes, the temporary Notes will be exchangeable for
      definitive Notes upon surrender of the temporary Notes at the office or agency
      of the Company designated for the purpose pursuant to Section 4.02, without
      charge to the Holder.  Upon surrender for cancellation of any
      temporary Notes the Company will execute and the Trustee will authenticate
      and
      deliver in exchange therefor a like principal amount of definitive Notes of
      authorized denominations.  Until so exchanged, the temporary Notes
      will be entitled to the same benefits under the Indenture as definitive
      Notes.

     

    Section
      2.07.     Cancellation.  The Company
      at any time may deliver to the Trustee for cancellation any Notes previously
      authenticated and delivered hereunder which the Company may have acquired in
      any
      manner whatsoever, and may deliver to the Trustee for cancellation any Notes
      previously authenticated hereunder which the Company has not issued and
      sold.  Any Registrar or the Paying Agent will forward to the Trustee
      any Notes surrendered to it for transfer, exchange or payment.  The
      Trustee will cancel all Notes surrendered for transfer, exchange, payment or
      cancellation and dispose of them in accordance with its normal procedures or
      the
      written instructions of the Company.  The Company may not issue new
      Notes to replace Notes it has paid in full or delivered to the Trustee for
      cancellation.

     

    Section
      2.08.     CUSIP and CINS
      Numbers.  The Company in issuing the Notes may use “CUSIP” and
“CINS” numbers, and the Trustee will use CUSIP numbers or CINS numbers in
      notices of redemption or exchange or in Offers to Purchase as a convenience
      to
      Holders, the notice to state that no representation is made as to the
      correctness of such numbers either as printed on the Notes or as contained
      in
      any notice of redemption or exchange or Offer to Purchase.  The
      Company will promptly notify the Trustee in writing of any change in the CUSIP
      or CINS numbers.

     

    Section
      2.09.    Registration, Transfer and
      Exchange.

     

    (a)           The
      Notes will be issued in registered form only, without coupons, and the Company
      shall cause the Trustee to maintain a register (the “Register”) of the Notes,
      for registering the record ownership of the Notes by the Holders and transfers
      and exchanges of the Notes.

     

    (b)           (1)         
       Each Global Note will be registered in the name of the Depositary or its
      nominee and, so long as DTC is serving as the Depositary thereof, will bear
      the
      DTC Legend.

     

    (2)           Each
      Global Note will be delivered to the Trustee as custodian for the Depositary.
      Transfers of a Global Note (but not a beneficial interest therein) will be
      limited to transfers thereof in whole, but not in part, to the Depositary,
      its
      successors or their respective nominees, except (1) as set forth in Section
      2.09(b)(4) and (2) transfers of portions thereof in the form of Certificated
      Notes may be made upon request of an Agent Member (for itself or on behalf
      of a
      beneficial owner) by written notice given to the Trustee by or on behalf of
      the
      Depositary in accordance with customary procedures of the Depositary and in
      compliance with this Section 2.09 and Section 2.10.

     

    (3)           Agent
      Members will have no rights under the Indenture with respect to any Global
      Note
      held on their behalf by the Depositary, and the Depositary may be treated by
      the
      Company,

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

    the
      Trustee and any agent of the Company or the Trustee as the absolute owner and
      Holder of such Global Note for all purposes whatsoever. Notwithstanding the
      foregoing, the Depositary or its nominee may grant proxies and otherwise
      authorize any Person (including any Agent Member and any Person that holds
      a
      beneficial interest in a Global Note through an Agent Member) to take any action
      which a Holder is entitled to take under the Indenture or the Notes, and nothing
      herein will impair, as between the Depositary and its Agent Members, the
      operation of customary practices governing the exercise of the rights of a
      holder of any security.

     

    (4)           If
      (x) the Depositary notifies the Company that it is unwilling or unable to
      continue as Depositary for a Global Note and a successor depositary is not
      appointed by the Company within 90 days of the notice or (y) an Event of Default
      has occurred and is continuing and the Trustee has received a request from
      the
      Depositary, the Trustee will promptly exchange each beneficial interest in
      the
      Global Note for one or more Certificated Notes in authorized denominations
      having an equal aggregate principal amount registered in the name of the owner
      of such beneficial interest, as identified to the Trustee by the Depositary,
      and
      thereupon the Global Note will be deemed canceled.

     

    (c)           Each
      Certificated Note will be registered in the name of the holder thereof or its
      nominee.

     

    (d)           A
      Holder may transfer a Note (or a beneficial interest therein) to another Person
      or exchange a Note (or a beneficial interest therein) for another Note or Notes
      of any authorized denomination by presenting to the Trustee a written request
      therefor stating the name of the proposed transferee or requesting such an
      exchange, accompanied by any certification, opinion or other document required
      by Section 2.10. The Trustee will promptly register any transfer or exchange
      that meets the requirements of this Section 2.09 by noting the same in the
      register maintained by the Trustee for the purpose; provided that

     

    (x)
      no transfer or exchange will be
      effective until it is registered in such register; and

    


    (y)
      the Trustee will not be required (i)
      to issue, register the transfer of or exchange any Note for a period of 15
      days
      before a selection of Notes to be redeemed or purchased pursuant to an Offer
      to
      Purchase, (ii) to register the transfer of or exchange any Note so selected
      for
      redemption or purchase in whole or in part, except, in the case of a partial
      redemption or purchase, that portion of any Note not being redeemed or
      purchased, or (iii) if a redemption or a purchase pursuant to an Offer to
      Purchase is to occur after a Regular Record Date but on or before the
      corresponding Interest Payment Date, to register the transfer of or exchange
      any
      Note on or after the Regular Record Date and before the date of redemption
      or
      purchase. Prior to the registration of any transfer, the Company, the Trustee
      and their agents will treat the Person in whose name the Note is registered
      as
      the owner and Holder thereof for all purposes (whether or not the Note is
      overdue), and will not be affected by notice to the
      contrary.

    


    From
      time to time the Company will
      execute and the Trustee will authenticate additional Notes as necessary in
      order
      to permit the registration of a transfer or exchange in accordance with this
      Section 2.09.

     

    No
      service charge will be imposed in
      connection with any transfer or exchange of any Note, but the Company may
      require payment of a sum sufficient to cover any transfer tax or similar
      governmental charge payable in connection therewith (other than a transfer
      tax
      or other similar governmental charge payable upon exchange pursuant to
      subsection (b)(4)).

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

     

    (e)           (1)          Global
      Note to Global Note.  If a beneficial interest in a Global Note
      is transferred or exchanged for a beneficial interest in another Global Note,
      the Trustee will (x) record a decrease in the principal amount of the Global
      Note being transferred or exchanged equal to the principal amount of such
      transfer or exchange and (y) record a like increase in the principal amount
      of
      the other Global Note. Any beneficial interest in one Global Note that is
      transferred to a Person who takes delivery in the form of an interest in another
      Global Note, or exchanged for an interest in another Global Note, will, upon
      transfer or exchange, cease to be an interest in such Global Note and become
      an
      interest in the other Global Note and, accordingly, will thereafter be subject
      to all transfer and exchange restrictions, if any, and other procedures
      applicable to beneficial interests in such other Global Note for as long as
      it
      remains such an interest.

     

    (2)           Global
      Note to Certificated Note.  If a beneficial interest in a Global
      Note is transferred or exchanged for a Certificated Note, the Trustee will
      (x)
      record a decrease in the principal amount of such Global Note equal to the
      principal amount of such transfer or exchange and (y) deliver one or more new
      Certificated Notes in authorized denominations having an equal aggregate
      principal amount to the transferee (in the case of a transfer) or the owner
      of
      such beneficial interest (in the case of an exchange), registered in the name
      of
      such transferee or owner, as applicable.

     

    (3)           Certificated
      Note to Global Note.  If a Certificated Note is transferred or
      exchanged for a beneficial interest in a Global Note, the Trustee will (x)
      cancel such Certificated Note, (y) record an increase in the principal amount
      of
      such Global Note equal to the principal amount of such transfer or exchange
      and
      (z) in the event that such transfer or exchange involves less than the entire
      principal amount of the canceled Certificated Note, deliver to the Holder
      thereof one or more new Certificated Notes in authorized denominations having
      an
      aggregate principal amount equal to the untransferred or unexchanged portion
      of
      the canceled Certificated Note, registered in the name of the Holder
      thereof.

     

    (4)           Certificated
      Note to Certificated Note.  If a Certificated Note is transferred
      or exchanged for another Certificated Note, the Trustee will (x) cancel the
      Certificated Note being transferred or exchanged, (y) deliver one or more new
      Certificated Notes in authorized denominations having an aggregate principal
      amount equal to the principal amount of such transfer or exchange to the
      transferee (in the case of a transfer) or the Holder of the canceled
      Certificated Note (in the case of an exchange), registered in the name of such
      transferee or Holder, as applicable, and (z) if such transfer or exchange
      involves less than the entire principal amount of the canceled Certificated
      Note, deliver to the Holder thereof one or more Certificated Notes in authorized
      denominations having an aggregate principal amount equal to the untransferred
      or
      unexchanged portion of the canceled Certificated Note, registered in the name
      of
      the Holder thereof.

     

    Section
      2.10.           Restrictions
      on Transfer and Exchange.  The transfer or exchange of any Note
      (or a beneficial interest therein) may only be made in accordance with Section
      2.09 and Section 2.11 and, in the case of a Global Note (or a beneficial
      interest therein), the applicable rules and procedures of the
      Depositary.  The Trustee shall refuse to register any requested
      transfer or exchange that does not comply with the preceding
      sentence.

     

    Section
      2.11.           Special
      Transfer Provisions.  Each Note issued pursuant to an exemption
      from registration under the Securities Act will constitute a Transfer Restricted
      Note and be required to bear the Restricted Notes Legend until the expiration
      of
      the Resale Restriction Termination Date therefor, unless and until such Transfer
      Restricted Note is transferred or exchanged pursuant to an effective
      registration statement under the Securities Act.  The following
      provisions shall apply to the transfer of a Transfer Restricted
      Note:

     

    
      
        
        

      

      
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    (a)           Transfers
      to QIBs.  The following provisions shall apply with respect to the
      registration of any proposed transfer of a Transfer Restricted Note or a
      beneficial interest therein (other than pursuant to Regulation S or to an
      Institutional Accredited Investor):

     

    (i)           The
      Registrar shall register the transfer of a Transfer Restricted Note by a Holder
      to a QIB if such transfer is being made by a proposed transferor who has
      provided the Registrar with (a) an appropriately completed certificate of
      transfer in the form attached to the Note and (b) a letter substantially in
      the form set forth in Exhibit E hereto.

     

    (ii)           If
      the proposed transferee is an Agent Member and the Transfer Restricted Note
      to
      be transferred consists of an interest in the Regulation S Global Note or
      the IAI Global Note, as the case may be, upon receipt by the Registrar of
      (x) the items required by paragraph (i) above and
      (y) instructions given in accordance with the Depositary’s and the
      Registrar’s procedures therefor, the Registrar shall reflect on its books and
      records the date and an increase in the principal amount of the QIB Global
      Note
      in an amount equal to the principal amount of the beneficial interest in the
      Regulation S Global Note or the IAI Global Note, as applicable, to be so
      transferred, and the Registrar shall reflect on its books and records the date
      and an appropriate decrease in the principal amount of such Regulation S
      Global Note or IAI Global Note, as applicable.

     

    (b)           Transfers
      Pursuant to Regulation S.  The following provisions shall
      apply with respect to registration of any proposed transfer of a Transfer
      Restricted Note or a beneficial interest therein pursuant to
      Regulation S:

     

    (i)           The
      Registrar shall register any proposed transfer of a Transfer Restricted Note
      pursuant to Regulation S by a Holder upon receipt of (a) an
      appropriately completed certificate of transfer in the form attached to the
      Note
      and (b) a letter substantially in the form set forth in
Exhibit F hereto from the proposed transferor.

     

    (ii)           If
      the proposed transferee is an Agent Member holding a beneficial interest in
      the
      QIB Global Note or the IAI Global Note, as the case may be, and the Transfer
      Restricted Note to be transferred consists of an interest in the QIB Global
      Note
      or the IAI Global Note, as the case may be, upon receipt by the Registrar of
      (x) the letter, if any, required by paragraph (i) above and
      (y) instructions in accordance with the Depositary’s and the Registrar’s
      procedures therefor, the Registrar shall reflect on its books and records the
      date and an increase in the principal amount of the Regulation S Global
      Note in an amount equal to the principal amount of the beneficial interest
      in
      the QIB Global Note or the IAI Global Note, as applicable, to be transferred,
      and the Registrar shall reflect on its books and records the date and an
      appropriate decrease in the principal amount of the QIB Global Note or the
      IAI
      Global Note, as applicable.

     

    (c)           Transfers
      Pursuant to Registration under Securities Act.  Upon the sale of
      Notes pursuant to an effective registration under the Securities Act, the
      Company shall issue an Officers’ Certificate stating that the registration
      statement with respect to such registration has been declared effective and
      containing such other information as is required by Section 2.02(c), and, upon
      receipt of such Officer’s Certificate, the Trustee shall authenticate
      (i) one or more Global Notes that do not bear the Restricted Notes Legend
      in an aggregate principal amount equal to the principal amount of the beneficial
      interests in the Global Notes constituting Transfer Restricted Notes sold
      pursuant to such registration and (ii) Certificated Notes that do not bear
      the Restricted Notes Legend in an aggregate principal amount equal to the
      principal amount of the

     

    
      
        
        

      

      
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      Certificated
        Notes constituting Transfer Restricted Notes sold in such
        registration.  Concurrently with the issuance of such Notes, the
        Trustee shall cause the aggregate principal amount of the Global Notes
        constituting Transfer Restricted Notes to be reduced accordingly, and the
        Trustee shall deliver to the Persons designated by the Holders of Global
        Notes
        or Certificated Notes constituting Transfer Restricted Notes so sold the
        Global
        Notes or Certificated Notes that do not bear the Restricted Notes Legend
        issued
        and authenticated in accordance with the preceding sentence in the appropriate
        principal amount.

       

      (d)           Transfers
        to Institutional Accredited Investors.  The following provisions
        shall apply with respect to the registration of any proposed transfer of
        a
        Transfer Restricted Note or a beneficial interest therein to an Institutional
        Accredited Investor:

       

      (i)           The
        Registrar shall register the transfer of an IAI Global Note by a Holder upon
        receipt of (a) an appropriately completed certificate of transfer in the
        form attached to the Note, (b) a letter from a transferee to the Registrar
        in the form of Exhibit G hereto, including the certifications, certificates
        and
        Opinion of Counsel required thereby, if applicable and (c) a certificate
        from
        the acquiring Institutional Accredited Investor in the form of Exhibit H
        hereto.

       

      (ii)           If
        the proposed transferee is an Agent Member and the Transfer Restricted Note
        to
        be transferred consists of an interest in the Regulation S Global Note or
        the QIB Global Note, as the case may be, upon receipt by the Registrar of
        (x) the items required by paragraph (i) above and
        (y) instructions given in accordance with the Depositary’s and the
        Registrar’s procedures therefor, the Registrar shall reflect on its books and
        records the date and an increase in the principal amount of the IAI Global
        Note
        in an amount equal to the principal amount of the beneficial interest in
        the
        Regulation S Global Note or the QIB Global Note, as applicable, to be so
        transferred, and the Registrar shall reflect on its books and records the
        date
        and an appropriate decrease in the principal amount of the Regulation S
        Global Note or the QIB Global Note, as applicable.

       

      (e)           Restricted
        Notes Legend.  Upon the transfer, exchange or replacement of Notes
        not bearing the Restricted Notes Legend, the Registrar shall deliver Notes
        that
        do not bear the Restricted Notes Legend.  Upon the transfer, exchange
        or replacement of Notes bearing the Restricted Notes Legend, the Registrar
        shall
        deliver only Notes that bear the Restricted Notes Legend unless there is
        delivered to the Registrar an Opinion of Counsel reasonably satisfactory
        to the
        Company and the Trustee to the effect that neither such legend nor the related
        restrictions on transfer are required in order to maintain compliance with
        the
        provisions of the Securities Act.

       

      (f)           General.  By
        its acceptance of any Note bearing the Restricted Notes Legend, each Holder
        of
        such a Note acknowledges the restrictions on transfer of such Note set forth
        in
        this Indenture and in the Restricted Notes Legend and agrees that it shall
        transfer such Note only as provided in this Indenture.  A transfer of
        a beneficial interest in a Global Note that does not involve an exchange
        of such
        interest for a Certificated Note or a beneficial interest in another Global
        Note
        shall be subject to compliance with applicable law and the applicable procedures
        of the Depositary, but is not subject any procedure required by this
        Indenture.

       

      The
        Registrar shall retain copies of all letters, notices and other written
        communications received pursuant to this Section 2.11.

       

       

      
        
          
          

        

        
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      ARTICLE
        III


       

      REDEMPTION,
        OFFER TO PURCHASE

       

      Section
        3.01.      Optional Redemption.  At
        any time and from time to time on or after November 30, 2012, the Company
        may
        redeem the Notes, in whole or in part, at a redemption price equal to the
        percentage of principal amount set forth below plus accrued and unpaid interest
        to the redemption date.

       

      
        	
                12-month
                  period commencing December
                  1,

              	 	
                Percentage

              
	 	 	 
	
                2012

              	 	
                112.500%

              
	
                2013

              	 	
                109.375%

              
	
                2014

              	 	
                106.250%

              
	
                2015

              	 	
                103.125%

              
	
                2016
                  and thereafter

              	 	
                100.000%

              


      

      


      Section
        3.02.      Redemption in Connection with a Change
        of Control.  At any time and from time to time prior to the
        eighteen-month anniversary of the Final Closing (or after the eighteen-month
        anniversary of the Final Closing, so long as the Company enters into a Change
        of
        Control Agreement prior to such eighteen-month anniversary of the Final
        Closing), the Company may redeem all, but not less than all, Notes in connection
        with a Change of Control at a redemption price equal to 112.50% of the principal
        amount plus accrued and unpaid interest.

       

      Section
        3.03.      Redemption with Proceeds of Public Equity
        Offering.  At any time and from time to time after May 31, 2008
        and prior to November 30, 2012, the Company may redeem Notes with the Net
        Cash
        Proceeds received by the Company from one or more sales of its Capital Stock
        (other than Disqualified Stock) at a redemption price equal to 112.5% of
        the
        principal amount plus accrued and unpaid interest, provided that at
        least 65% of the aggregate principal amount of Notes originally issued on
        the
        Closing Date remains outstanding after each such redemption and notice of
        any
        such redemption is mailed within 90 days of each such sale of Capital
        Stock.

       

      Section
        3.04.      Method and Effect of
        Redemption

       

      (a)           If
        the Company elects to redeem Notes, it must notify the Trustee of the redemption
        date and the principal amount of Notes to be redeemed by delivering an Officers’
Certificate not less than 15 days nor more than 90 days before the redemption
        date.  If fewer than all of the Notes are being redeemed, the
        Officers’ Certificate must also specify a record date not less than 15 days
        after the date of the notice of redemption is given to the Trustee and, in
        the
        event of a redemption pursuant to Section 3.03, the amount of Notes which
        are
        Puttable Notes, and the Trustee will select the Notes for redemption (1)
        in
        compliance with the requirements of the principal national securities exchange,
        if any, on which the Notes are listed, or, (2) if the Notes are not listed
        on a
        national securities exchange, by lot or by such other method as the Trustee
        in
        its sole discretion shall deem to be fair and appropriate, in each case in
        denominations of $1,000 principal amount and multiples thereof;
provided that in the event of a redemption pursuant to Section 3.03,
        the Trustee shall apply the redemption price, first, to the redemption
        of the Puttable Notes, together with the accrued and unpaid interest thereon,
        pro rata among the Holders thereof, until no Puttable Notes remain outstanding
        and, second to the redemption of all other outstanding Notes
        in
        accordance with clause (1) or (2), as applicable, of this
        sentence.  The Trustee will notify the Company promptly of the Notes
        or portions of Notes to be called for redemption. Notice of redemption must
        be
        sent by the Company or at the Company’s request, by the Trustee in the


       

       

      
        
          
          

        

        
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      name
        and
        at the expense of the Company, to Holders whose Notes are to be redeemed
        at
        least 10 days but not more than 90 days before the redemption date, except
        where
        DTC requires a longer period.

       

      (b)           The
        notice of redemption will identify the Notes (including the CUSIP numbers)
        to be
        redeemed and will include or state the following:

       

      (1)           the
        redemption date;

       

      (2)           the
        redemption price, including the portion thereof representing any accrued
        interest;

       

      (3)           the
        place or places where Notes are to be surrendered for redemption;

       

      (4)           Notes
        called for redemption must be so surrendered in order to collect the redemption
        price;

       

      (5)           on
        the redemption date the redemption price will become due and payable on Notes
        called for redemption, and interest on Notes called for redemption will cease
        to
        accrue on and after the redemption date;

       

      (6)           if
        any Note is redeemed in part, on and after the redemption date, upon surrender
        of such Note, new Notes equal in principal amount to the unredeemed portion
        will
        be issued; and

       

      (7)           if
        any Note contains a CUSIP or CINS number, no representation is being made
        as to
        the correctness of the CUSIP or CINS number either as printed on the Notes
        or as
        contained in the notice of redemption and that the Holder should rely only
        on
        the other identification numbers printed on the Notes.

       

      (c)           Once
        notice of redemption is sent to the Holders, Notes called for redemption
        become
        due and payable at the redemption price on the redemption date, and upon
        surrender of the Notes called for redemption, the Company shall redeem such
        Notes at the redemption price. Commencing on the redemption date, Notes redeemed
        will cease to accrue interest. Upon surrender of any Note redeemed in part,
        the
        Holder will receive a new Note equal in principal amount to the unredeemed
        portion of the surrendered Note.

       

      ARTICLE
        IV


       

      COVENANTS

       

      Section
        4.01.      Payment of Notes.  The
        Company shall pay, or cause to be paid, the principal of, premium, if any,
        and
        interest on the Notes of any series on the dates and in the manner provided
        in
        the Notes of that series and this Indenture.  An installment of
        principal, premium, if any, or interest shall be considered paid on the date
        due
        if the Trustee or Paying Agent (other than the Company, a Subsidiary of the
        Company, or any Affiliate of any of them) holds as of 10:00 a.m. (New York
        City
        time) on that date money designated for and sufficient to pay the
        installment.  If the Company or any Subsidiary of the Company or any
        Affiliate of any of them acts as Paying Agent, an installment of principal,
        premium, if any,
        or
        interest shall be considered paid on the due date if the entity acting as
        Paying
        Agent complies with the second sentence of Section 2.03(b).  As
        provided in Section 6.07, upon any bankruptcy or reorganization procedure
        relative to the Company, the Trustee shall serve as the Paying Agent, if
        any,
        for 

       

       

      
        
          
          

        

        
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      the
        Notes.

       

      The
        Company shall pay interest on overdue principal and premium, if any, and
        interest on overdue installments of interest, to the extent lawful, at the
        rate
        per annum specified in the Notes.

       

      Section
        4.02.      Maintenance of Office or
        Agency.  The Company will maintain in the Borough of Manhattan,
        The City of New York, an office or agency where Notes of one or more series
        may
        be surrendered for registration of transfer or exchange or for presentation
        for
        payment and where notices and demands to or upon the Company in respect of
        the
        Notes of those series and this Indenture may be served.  The Company
        will give prompt written notice to the Trustee of the location, and any change
        in the location, of such office or agency.  If at any time the Company
        shall fail to maintain any such required office or agency or shall fail to
        furnish the Trustee with the address thereof, such presentations, surrenders,
        notices and demands may be made or served at the address of the Trustee set
        forth in Section 11.03.

       

      The
        Company may also from time to time designate one or more other offices or
        agencies where the Notes of one or more series may be presented or surrendered
        for any or all such purposes and may from time to time rescind such
        designations; provided that no such designation or rescission shall in any
        manner relieve the Company of its obligation to maintain an office or agency
        in
        the Borough of Manhattan, The City of New York, for such
        purposes.  The Company shall give prompt written notice to the Trustee
        of any such designation or rescission and of any change in the location of
        any
        such other office or agency.

       

      The
        Company hereby initially designates the Corporate Trust Office of the Trustee
        as
        such office of the Company in accordance with Section 2.03.

       

      Section
        4.03.      Limitation on Indebtedness and Issuances
        of Preferred Stock

       

      (a)           The
        Company will not, and will not permit any of its Restricted Subsidiaries
        to,
        Incur any Indebtedness, including Disqualified Stock (other than the Notes,
        any
        Notes Guarantees, the 2015 Notes, the 2013 Notes, the 2011 Notes and other
        Indebtedness existing on the Closing Date), and the Company will not permit
        any
        Restricted Subsidiary to issue Preferred Stock; provided that the Company
        or any
        Subsidiary Guarantor may Incur Indebtedness and any Restricted Subsidiary
        may
        Incur Acquired Indebtedness if, after giving effect to the Incurrence of
        such
        Indebtedness and the receipt and application of the proceeds therefrom, the
        Consolidated Fixed Charge Coverage Ratio would be greater than 2.50 to
        1.0.

       

      Notwithstanding
        the foregoing, the Company and any Restricted Subsidiary (except as specified
        below) may Incur each and all of the following:

       

      (1)           Indebtedness
        of the Company under any Credit Facility in an aggregate principal amount
        at any
        one time outstanding (with letters of credit being deemed to have a principal
        amount equal to the maximum potential liability of the Company and its
        Restricted Subsidiaries thereunder) not to exceed $300 million;

       

      (2)           Indebtedness
        owed (A) to the Company or any Subsidiary Guarantor evidenced by an
        unsubordinated promissory note or (B) to any Restricted Subsidiary or Regulated
        Subsidiary; provided that (x) any event which results in any such Restricted
        Subsidiary or Regulated Subsidiary
        ceasing to be a Restricted Subsidiary or Regulated Subsidiary or any subsequent
        transfer of such Indebtedness (other than to the Company or another Restricted
        Subsidiary or Regulated Subsidiary) shall be deemed, in each case, to constitute
        an Incurrence of such Indebtedness not permitted by this 

       

       

      
        
          
          

        

        
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      clause
        (2)
        and (y) if the Company (or any Subsidiary that is a Subsidiary Guarantor
        at the
        time such Indebtedness is Incurred) is the obligor on such Indebtedness,
        such
        Indebtedness must be expressly contractually subordinated in right of payment
        to
        the Notes, in the case of the Company, or the Note Guarantee, in the case
        of a
        Subsidiary Guarantor;

       

      (3)           Indebtedness
        issued in exchange for, or the net proceeds of which are used to refinance
        or
        refund, then outstanding Indebtedness (other than Indebtedness outstanding
        under
        clause (1), (2) or (4)) and any refinancings thereof in an amount not to
        exceed
        the amount so refinanced or refunded (plus premiums, accrued interest, fees
        and
        expenses); provided that (a) Indebtedness the proceeds of which are used
        to
        refinance or refund the Notes or Indebtedness that is pari passu with, or
        subordinated in right of payment to, the Notes or a Note Guarantee shall
        only be
        permitted under this clause (3) if (x) in case the Notes are refinanced in
        part
        or the Indebtedness to be refinanced is pari passu with the Notes or a Note
        Guarantee, such new Indebtedness, by its terms or by the terms of any agreement
        or instrument pursuant to which such new Indebtedness is outstanding, is
        expressly made pari passu with, or subordinate in right of payment to, the
        remaining Notes or the Note Guarantee, or (y) in case the Indebtedness to
        be
        refinanced is subordinated in right of payment to the Notes or a Note Guarantee,
        such new Indebtedness, by its terms or by the terms of any agreement or
        instrument pursuant to which such new Indebtedness is issued or remains
        outstanding, is expressly made subordinate in right of payment to the Notes
        or
        the Note Guarantee at least to the extent that the Indebtedness to be refinanced
        is subordinated to the Notes or the Note Guarantee, (b) such new Indebtedness,
        determined as of the date of Incurrence of such new Indebtedness, does not
        mature prior to the Stated Maturity of the Indebtedness to be refinanced
        or
        refunded, and the Average Life of such new Indebtedness is at least equal
        to the
        remaining Average Life of the Indebtedness to be refinanced or refunded and
        (c)
        such new Indebtedness is Incurred by the Company or a Subsidiary Guarantor
        or by
        the Restricted Subsidiary that is the obligor on the Indebtedness to be
        refinanced or refunded;

       

      (4)           Indebtedness
        of the Company, to the extent the net proceeds thereof are promptly (A) used
        to
        purchase Notes, 2015 Notes, 2013 Notes or 2011 Notes tendered in an Offer
        to
        Purchase made as a result of a Change in Control or (B) deposited to defease
        the
        Notes, 2015 Notes, 2013 Notes or 2011 Notes as set forth in Article 8;
        and

       

      (5)           Guarantees
        of Indebtedness of the Company or of any Restricted Subsidiary by any Restricted
        Subsidiary provided the Guarantee of such Indebtedness is permitted by and
        made
        in accordance with Section 4.07.

       

      (b)           Notwithstanding
        any other provision of this Section 4.03, the maximum amount of Indebtedness
        that may be Incurred pursuant to this Section 4.03 will not be deemed to
        be
        exceeded, with respect to any outstanding Indebtedness due solely to the
        result
        of fluctuations in the exchange rates of currencies or due to fluctuations
        in
        the value of commodities or securities which underlie such Indebtedness.
        For the
        purposes of determining compliance with any restriction on the Incurrence
        of
        Indebtedness (x), the U.S dollar equivalent principal amount of any Indebtedness
        denominated in a foreign currency shall be calculated based on the relevant
        currency exchange rate in effect on the date such Indebtedness was Incurred,
        in
        the case of term debt, or first committed, in the case of revolving credit
        debt
        and (y) the principal amount of any Indebtedness which is calculated by
        reference to any underlying security or commodity shall be calculated based
        on
        the relevant closing price of such commodity or security on the date such
        Indebtedness was incurred.

       

      (c)           For
        purposes of determining any particular amount of Indebtedness under this
        Section
        4.03, (x) Indebtedness outstanding under any Credit Facility on the Closing
        Date
        shall be treated as Incurred pursuant to clause (1) of the second paragraph
        of
        clause (a) of this Section 

       

       

      
        
          
          

        

        
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      4.03,
        (y)
        Guarantees, Liens or obligations with respect to letters of credit supporting
        Indebtedness otherwise included in the determination of such particular amount
        shall not be included and (z) any Liens granted pursuant to the equal and
        ratable provisions referred to in Section 4.09 shall not be treated as
        Indebtedness. For purposes of determining compliance with this Section 4.03,
        if
        an item of Indebtedness meets the criteria of more than one of the types
        of
        Indebtedness described above (other than Indebtedness referred to in clause
        (x)
        of the preceding sentence), including under the first paragraph of part (a),
        the
        Company, in its sole discretion, shall classify, and from time to time may
        reclassify, such item of Indebtedness.

       

      (d)           Neither
        the Company nor any Subsidiary Guarantor will Incur any Indebtedness if such
        Indebtedness is subordinate in right of payment to any other Indebtedness
        unless
        such Indebtedness is also subordinate in right of payment to the Notes or
        the
        applicable Note Guarantee to the same extent.

       

      (e)           The
        Company will not permit any Regulated Subsidiary (x) to Incur any Indebtedness
        the proceeds of which are not invested in the business of such Bank Regulated
        Subsidiary (or any Subsidiary of such Bank Regulated Subsidiary) or such
        Broker
        Dealer Regulated Subsidiary (or any Subsidiary of such Broker Dealer Regulated
        Subsidiary which is also a Regulated Subsidiary) and (y) to Incur any
        Indebtedness for the purpose, directly or indirectly, of dividending or
        distributing the proceeds of such Indebtedness to the Company or any Restricted
        Subsidiary; except that the Incurrence of Indebtedness by a Regulated Subsidiary
        that does not comply with (x) or (y) above shall be permitted provided that
        such
        Incurrence complies with paragraph (a) of this Section 4.03 as if such paragraph
        applied to such Regulated Subsidiary.

       

      Section
        4.04.      Limitation on Restricted
        Payments.

       

      (a)           The
        Company will not, and will not permit any Restricted Subsidiary or Regulated
        Subsidiary to, directly or indirectly,

       

      (i)           declare
        or pay any dividend or make any distribution on or with respect to its Capital
        Stock held by Persons other than the Company or any of its Restricted
        Subsidiaries or Regulated Subsidiaries (other than (w) dividends or
        distributions payable solely in shares of its Capital Stock (other than
        Disqualified Stock) or in options, warrants or other rights to acquire shares
        of
        such Capital Stock, (x) pro rata dividends or distributions on Common Stock
        of
        Restricted Subsidiaries or Regulated Subsidiaries held by minority stockholders,
        (y) dividends or distributions on non-voting Preferred Stock the proceeds
        from
        the sale of which were invested in the business of such Regulated Subsidiary
        (or
        any Subsidiary of such Regulated Subsidiary which is also a Regulated
        Subsidiary), and (z) pro rata dividends on Preferred Stock of Subsidiaries
        that
        are real estate investment trusts, including Highland REIT, Inc., held by
        minority stockholders;

       

      (ii)           purchase,
        call for redemption or redeem, retire or otherwise acquire for value any
        shares
        of Capital Stock of (A) the Company or any Subsidiary Guarantor (including
        options, warrants or other rights to acquire such shares of Capital Stock)
        held
        by any Person (other than the Company, any Restricted Subsidiary or any
        Regulated Subsidiary) or (B) a Restricted Subsidiary or Subsidiary Guarantor
        (including options, warrants or other rights to acquire such shares of Capital
        Stock) held by any Affiliate of the Company (other than the Company or a
        Wholly
        Owned Restricted Subsidiary or Wholly Owned Regulated Subsidiary);

       

      (iii)           make
        any voluntary or optional principal payment, or voluntary or optional
        redemption, repurchase, defeasance, or other acquisition or retirement for
        value, of Indebtedness 

       

       

      
        
          
          

        

        
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      of
        the
        Company that is subordinated in right of payment to the Notes or any
        Indebtedness of a Subsidiary Guarantor that is subordinated in right of payment
        to a Note Guarantee; or

       

      (iv)           with
        respect to the Company and any Restricted Subsidiary, make any Investment,
        other
        than a Permitted Investment, in any Person, and (b) with respect to any
        Regulated Subsidiary, make any Investment in an Unrestricted Subsidiary (such
        payments or any other actions described in clauses (i) through (iv) above
        being
        collectively “Restricted Payments”);

       

      if,
        at the
        time of, and after giving effect to, the proposed Restricted
        Payment:

       

      


      (A)           a
        Default or Event of Default shall have occurred and be continuing;

       

      (B)           the
        Company could not Incur at least $1.00 of Indebtedness under the first paragraph
        of part (a) of Section 4.03;

       

      (C)           the
        subsidiary subject to the Restricted Payment is both a Regulated Subsidiary
        and
        a Significant Subsidiary that is not in compliance with applicable regulatory
        capital or other material requirements of its regulators, such as the OTS
        or
        FDIC, or any applicable state, federal or self regulatory organization, or
        would
        fail to be in compliance with applicable regulatory requirements as a
        consequence of the payment; or

       

      (D)           the
        aggregate amount of all Restricted Payments made after the Closing Date shall
        exceed the sum of:

       

      (1)           50%
        of the aggregate amount of the Adjusted Consolidated Net Income (or, if the
        Adjusted Consolidated Net Income is a loss, minus 100% of the amount of such
        loss) accrued on a cumulative basis during the period (taken as one accounting
        period) beginning on April 1, 2004 and ending on the last day of such fiscal
        quarter preceding the Transaction Date for which reports have been filed
        with
        the SEC or provided to the Trustee, provided that such Adjusted Consolidated
        Net
        Income may only be recognized during those quarters for which the Company
        has
        filed reports with the SEC to the extent provided in Section 4.15 or has
        furnished comparable financial information to the Trustee;
plus

       

      (2)           the
        aggregate Net Cash Proceeds received by the Company after April 1, 2004 as
        a
        capital contribution or from the issuance and sale of its Capital Stock (other
        than Disqualified Stock or Preferred Stock) to a Person who is not a Subsidiary
        of the Company, including an issuance or sale permitted by the Indenture
        of
        Indebtedness of the Company for cash subsequent to April 1, 2004 upon the
        conversion of such Indebtedness into Capital Stock (other than Disqualified
        Stock) of the Company, or from the issuance to a Person who is not a Subsidiary
        of the Company of any options, warrants or other rights to acquire Capital
        Stock
        of the Company (in each case, exclusive of any Disqualified Stock or any
        options, warrants or other rights that are redeemable at the option of the
        holder, or are required to be redeemed, prior to the Stated Maturity of the
        Notes); plus

       

      (3)           an
        amount equal to the net reduction in Investments (other than reductions in
        Permitted Investments) in any Person resulting from payments of interest
        on
        Indebtedness, dividends, repayments of loans or advances, or other transfers
        of
        assets, in each case to the Company or any Restricted Subsidiary or Regulated
        Subsidiary or from the Net Cash Proceeds from the sale of any such
        Investment (except, in each case, to the extent any such payment or proceeds
        are
        included in the calculation of Adjusted Consolidated Net Income), from the
        release of any Guarantee or from 

       

      
        
          
          

        

        
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      redesignations
        of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case
        as
        provided in the definition of “Investments”), not to exceed, in each case, the
        amount of Investments previously made by the Company or any Restricted
        Subsidiary or Regulated Subsidiary in such Person or Unrestricted Subsidiary;
        plus

       

      (4)           $100
        million.

       

      (b)           The
        foregoing provision shall not be violated by reason of:

       

      (1)           the
        payment of any dividend or redemption of any Capital Stock within 60 days
        after
        the related date of declaration or call for redemption if, at said date of
        declaration or call for redemption, such payment or redemption would comply
        with
        the preceding paragraph;

       

      (2)           the
        redemption, repurchase, defeasance or other acquisition or retirement for
        value
        of Indebtedness that is subordinated in right of payment to the Notes or
        any
        Note Guarantee including premium, if any, and accrued interest, with the
        proceeds of, or in exchange for, Indebtedness Incurred under clause (3) of
        the
        second paragraph of part (a) of Section 4.03;

       

      (3)           the
        repurchase, redemption or other acquisition of Capital Stock of the Company,
        a
        Subsidiary Guarantor, a Restricted Subsidiary or a Regulated Subsidiary (or
        options, warrants or other rights to acquire such Capital Stock) or a dividend
        on such Capital Stock in exchange for, or out of the proceeds of a capital
        contribution or a substantially concurrent offering of, shares of Capital
        Stock
        (other than Disqualified Stock) of the Company (or options, warrants or other
        rights to acquire such Capital Stock); provided that such options,
        warrants or other rights are not redeemable at the option of the holder,
        or
        required to be redeemed, in each case other than in connection with a Change
        of
        Control of the Company (provided that prior to any such repurchase, redemption
        or other acquisition in connection with a change of control, the Company
        has
        made an Offer to Purchase and purchased all Notes, 2015 Notes, 2013 Notes
        and
        2011 Notes validly tendered for payment in accordance with Section 4.12),
        prior
        to the respective Stated Maturity of the Notes, 2015 Notes, 2013 Notes and
        2011
        Notes;

       

      (4)           the
        making of any principal payment or the repurchase, redemption, retirement,
        defeasance or other acquisition for value of Indebtedness which is subordinated
        in right of payment to the Notes or any Note Guarantee in exchange for, or
        out
        of the proceeds of a capital contribution or a substantially concurrent offering
        of, shares of the Capital Stock (other than Disqualified Stock) of the Company
        (or options, warrants or other rights to acquire such Capital Stock);
provided that such options, warrants or other rights are not redeemable
        at the option of the holder, or required to be redeemed, in each case other
        than
        in connection with a Change of Control of the Company (provided that prior
        to
        any such repurchase, redemption or other acquisition in connection with a
        change
        of control, the Company has made an Offer to Purchase and purchased all Notes,
        2015 Notes, 2013 Notes and 2011 Notes validly tendered for payment in accordance
        with Section 4.12), prior to the respective Stated Maturity of the Notes,
        2015
        Notes, 2013 Notes and 2011 Notes;

       

      (5)           payments
        or distributions to dissenting stockholders pursuant to applicable law, pursuant
        to or in connection with a consolidation, merger or transfer of assets of
        the
        Company, any Restricted Subsidiary or any Regulated Subsidiary and that,
        in the
        case of the Company, comply with the provisions of the Indenture applicable
        to
        mergers, consolidations and transfers of all or substantially all of the
        property and assets of the Company;

       

      (6)           Investments
        acquired as a capital contribution to, or in exchange for, or out of the
        proceeds of a substantially concurrent offering of, Capital Stock (other
        than
        Disqualified Stock) of the Company;

       

       

      
        
          
          

        

        
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      (7)           the
        repurchase of Capital Stock deemed to occur upon the exercise of options
        or
        warrants if such Capital Stock represents all or a portion of the exercise
        price
        thereof;

       

      (8)           the
        repurchase, redemption or other acquisition of the Company’s Capital Stock (or
        options, warrants or other rights to acquire such Capital Stock) from Persons
        who are, or were formerly, employees of the Company and their Affiliates,
        heirs
        and executors; provided that the aggregate amount of all such
        repurchases pursuant to this clause (8) shall not exceed $50
        million;

       

      (9)           the
        repurchase of Common Stock of the Company, or the declaration or payment
        of
        dividends on Common Stock (other than Disqualified Stock) of the Company;
        provided that the aggregate amount of all such declarations, payments
        or repurchases pursuant to this clause (9) shall not exceed $100 million
        in any
        fiscal year; provided further that at the time of declaration of such
        dividend or at the time of such repurchase (x) no Default or Event of Default
        has occurred and is continuing, and (y) the Company is able to Incur at least
        an
        additional $1.00 of Indebtedness pursuant to the first paragraph of Section
        4.03; or

       

      (10)           the
        repurchase, redemption or other acquisition of the Outstanding Convertible
        Notes,

       

      provided
        that, except in the case of clause (1), no Default or Event of Default
        (excluding, in each case, clause (i) of Section 6.01) shall have occurred
        and be
        continuing or occur as a consequence of the actions or payments set forth
        therein.

      


      (c)           Each
        Restricted Payment permitted pursuant to the preceding paragraph (other than
        the
        Restricted Payment referred to in clause (10) thereof, clause (2) thereof,
        an
        exchange of Capital Stock for Capital Stock or Indebtedness referred to in
        clause (3) or (4) thereof, an Investment acquired as a capital contribution
        or
        in exchange for Capital Stock referred to in clause (6) thereof, the repurchase
        of Capital Stock referred to in clause (7) thereof, the repurchase of Common
        Stock referred to in clause (9) thereof), and the Net Cash Proceeds from
        any
        issuance of Capital Stock referred to in clause (3), (4) or (6), shall be
        included in calculating whether the conditions of clause (D) of the first
        paragraph of this Section 4.04 have been met with respect to any subsequent
        Restricted Payments. If the proceeds of an issuance of Capital Stock of the
        Company are used for the redemption, repurchase or other acquisition of the
        Notes, or Indebtedness that is pari passu with the Notes or any Note Guarantee,
        then the Net Cash Proceeds of such issuance shall be included in clause (D)
        of
        the first paragraph of this Section 4.04 only to the extent such proceeds
        are
        not used for such redemption, repurchase or other acquisition of
        Indebtedness.

       

      (d)           For
        purposes of determining compliance with this Section 4.04, (x) the amount,
        if
        other than in cash, of any Restricted Payment shall be determined in good
        faith
        by the Board of Directors, whose determination shall be conclusive and evidenced
        by a Board Resolution and (y) if a Restricted Payment meets the criteria
        of more
        than one of the types of Restricted Payments described in the above clauses,
        including the first paragraph of this Section 4.04, the Company, in its sole
        discretion, may order and classify, and from time to time may reclassify,
        such
        Restricted Payment if it would have been permitted at the time such Restricted
        Payment was made and at the time of such reclassification.

       

      Section
        4.05.      Limitation on Dividends and Other
        Payment Restrictions Affecting Restricted Subsidiaries or Regulated
        Subsidiaries.  The Company will not, and will not permit any
        Restricted Subsidiary or Regulated Subsidiary to, create or otherwise cause
        or
        suffer to exist or become effective any consensual encumbrance or restriction
        of
        any kind on the ability of any Restricted Subsidiary or 

       

       

      
        
          
          

        

        
          -39-

          
            

          

        

        
          
          

        

      

       

      Regulated
        Subsidiary (other than any Subsidiary Guarantor) to:

       

      (1)           pay
        dividends or make any other distributions permitted by applicable law on
        any
        Capital Stock of such Restricted Subsidiary or Regulated Subsidiary owned
        by the
        Company or any other Restricted Subsidiary or Regulated Subsidiary;

       

      (2)           pay
        any Indebtedness owed to the Company or any other Restricted Subsidiary or
        Regulated Subsidiary;

       

      (3)           make
        loans or advances to the Company or any other Restricted Subsidiary or Regulated
        Subsidiary; or

       

      (4)           transfer
        any of its property or assets to the Company or any other Restricted Subsidiary
        or Regulated Subsidiary.

       

      The
        foregoing provisions shall not restrict any encumbrances or
        restrictions:

      


      (1)           existing
        on the Closing Date in any Credit Facility, the Indentures or any other
        agreements in effect on the Closing Date, and any extensions, refinancings,
        renewals or replacements of such agreements; provided that the encumbrances
        and
        restrictions in any such extensions, refinancings, renewals or replacements
        taken as a whole are no less favorable in any material respect to the Holders
        than those encumbrances or restrictions that are then in effect and that
        are
        being extended, refinanced, renewed or replaced;

       

      (2)           existing
        under or by reason of applicable law including rules and regulations of and
        agreements with any regulatory authority having jurisdiction over the Company,
        any Restricted Subsidiary, or any Regulated Subsidiary, including, but not
        limited to the OTS, the FDIC, the SEC or any self regulatory organization
        of
        which such Regulated Subsidiary is a member, or the imposition of conditions
        or
        requirements pursuant to the enforcement authority of any such regulatory
        authority;

       

      (3)           existing
        with respect to any Person or the property or assets of such Person acquired
        by
        the Company or any Restricted Subsidiary or Regulated Subsidiary, existing
        at
        the time of such acquisition and not incurred in contemplation thereof, which
        encumbrances or restrictions are not applicable to any Person or the property
        or
        assets of any Person other than such Person or the property or assets of
        such
        Person so acquired and any extensions, refinancings, renewals or replacements
        thereof; provided that the encumbrances and restrictions in any such extensions,
        refinancings, renewals or replacements taken as a whole are no less favorable
        in
        any material respect to the Holders than those encumbrances or restrictions
        that
        are then in effect and that are being extended, refinanced, renewed or
        replaced;

       

      (4)           in
        the case of clause (4) of the first paragraph of this Section 4.05:

       

      (A)           that
        restrict in a customary manner the subletting, assignment or transfer of
        any
        property or asset that is a lease, license, conveyance or contract or similar
        property or asset;

       

      (B)           existing
        by virtue of any transfer of, agreement to transfer, option or right with
        respect to, or Lien on, any property or assets of the Company, any Restricted
        Subsidiary or any Regulated Subsidiary not otherwise prohibited by the
        Indenture; or

       

       

      
        
          
          

        

        
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      (C)           arising
        or agreed to in the ordinary course of business, not relating to any
        Indebtedness, and that do not, individually or in the aggregate, detract
        from
        the value of property or assets of the Company or any Restricted Subsidiary
        or
        Regulated Subsidiary in any manner material to the Company or any Restricted
        Subsidiary or Regulated Subsidiary taken as a whole; or

       

      (5)           with
        respect to a Restricted Subsidiary or Regulated Subsidiary and imposed pursuant
        to an agreement that has been entered into for the sale or disposition of
        all or
        substantially all of the Capital Stock of, or property and assets of, such
        Restricted Subsidiary or Regulated Subsidiary.

       

      Nothing
        contained in this Section 4.05 shall prevent the Company, any Restricted
        Subsidiary or any Regulated Subsidiary from (1) creating, incurring, assuming
        or
        suffering to exist any Liens otherwise permitted in Section 4.09 or (2)
        restricting the sale or other disposition of property or assets of the Company
        or any of its Restricted Subsidiaries or Regulated Subsidiaries that secure
        Indebtedness of the Company or any of its Restricted Subsidiaries or Regulated
        Subsidiaries.

       

      Section
        4.06.      Limitation on the Issuance and Sale
        of Capital Stock of Restricted Subsidiaries or Regulated
        Subsidiaries.  The Company will not sell, and will not permit any
        Restricted Subsidiary or Regulated Subsidiary, directly or indirectly, to
        issue
        or sell, any shares of Capital Stock of a Restricted Subsidiary or Regulated
        Subsidiary (including options, warrants or other rights to purchase shares
        of
        such Capital Stock) except:

       

      (1)           (i)
        with respect to the capital stock of a Restricted Subsidiary, to the Company
        or
        a Wholly Owned Restricted Subsidiary or, (ii) in the case of Regulated
        Subsidiary, to the Company, a Wholly Owned Restricted Subsidiary or a Wholly
        Owned Regulated Subsidiary;

       

      (2)           issuances
        of director’s qualifying shares or sales to foreign nationals of shares of
        Capital Stock of foreign Restricted Subsidiaries, to the extent required
        by
        applicable law;

       

      (3)           if,
        immediately after giving effect to such issuance or sale, such Restricted
        Subsidiary would no longer constitute a Restricted Subsidiary and any Investment
        in such Person remaining after giving effect to such issuance or sale would
        have
        been permitted to be made under Section 4.04 if made on the date of such
        issuance or sale;

       

      (4)           (i)
        sales of Common Stock (including options, warrants or other rights to purchase
        shares of such Common Stock but excluding Disqualified Stock) of a Restricted
        Subsidiary or a Regulated Subsidiary by the Company, a Restricted Subsidiary
        or
        a Regulated Subsidiary, provided that the Company or such Restricted Subsidiary
        or Regulated Subsidiary applies the Net Cash Proceeds of any such sale in
        accordance with clause (A) or (B) of Section 4.11 and (ii) issuances of
        Preferred Stock of a Restricted Subsidiary if such Restricted Subsidiary
        would
        be entitled to Incur such Indebtedness under Section 4.03; or

       

      (5)           sales
        of Capital Stock, other than Common Stock, by a Regulated Subsidiary or a
        Subsidiary of such Regulated Subsidiary, the proceeds of which are invested
        in
        the business of such Regulated Subsidiary.

       

      Section
        4.07.      Future Subsidiary
        Guarantees.  The Company will not permit any Restricted
        Subsidiary or Regulated Subsidiary, directly or indirectly, to Guarantee
        any
        Indebtedness (“Guaranteed Indebtedness”) of the Company or any Restricted
        Subsidiary (other than a Foreign Subsidiary), unless (a) such Restricted
        Subsidiary or Regulated Subsidiary, to the extent permitted by law,
        simultaneously 

       

       

      
        
          
          

        

        
          -41-

          
            

          

        

        
          
          

        

      

       

      executes
        and delivers a supplemental indenture to the Indenture providing for a Guarantee
        (a “Subsidiary Guarantee”) of payment of the Notes by such Restricted Subsidiary
        or Regulated Subsidiary and (b) such Restricted Subsidiary or Regulated
        Subsidiary waives and will not in any manner whatsoever claim or take the
        benefit or advantage of, any rights of reimbursement, indemnity or subrogation
        or any other rights against the Company or any other Restricted Subsidiary
        or
        Regulated Subsidiary as a result of any payment by such Restricted Subsidiary
        or
        Regulated Subsidiary under its Subsidiary Guarantee until the Notes have
        been
        paid in full. The obligations of any such future Subsidiary Guarantor will
        be
        limited so as not to constitute a fraudulent conveyance under applicable
        federal
        or state laws.  In addition, on the Trigger Date, the Company shall
        cause each of its Restricted Subsidiaries to execute and deliver a Subsidiary
        Guarantee of payment of the Notes by each such Restricted Subsidiary, to
        the
        extent permitted by law.

       

      If
        the
        Guaranteed Indebtedness is (A) pari passu in right of payment with the Notes
        or
        any Note Guarantee, then the Guarantee of such Guaranteed Indebtedness shall
        be
        pari passu in right of payment with, or subordinated to, the Subsidiary
        Guarantee or (B) subordinated in right of payment to the Notes or any Note
        Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be
        subordinated in right of payment to the Subsidiary Guarantee at least to
        the
        extent that the Guaranteed Indebtedness is subordinated to the Notes or the
        Notes Guarantee.

       

      Notwithstanding
        the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary or Regulated
        Subsidiary may provide by its terms that it shall be automatically and
        unconditionally released and discharged upon any:

       

      (1)           sale,
        exchange or transfer, to any Person not an Affiliate of the Company, of all
        of
        the Company’s and each Restricted Subsidiary’s and Regulated Subsidiary’s
        Capital Stock in, or all or substantially all the assets of, such Restricted
        Subsidiary or Regulated Subsidiary (which sale, exchange or transfer is not
        prohibited by the Indenture) or upon the designation of such Restricted
        Subsidiary or Regulated Subsidiary as an Unrestricted Subsidiary in accordance
        with the terms of the Indenture; or

       

      (2)           the
        release or discharge of the Guarantee which resulted in the creation of such
        Subsidiary Guarantee, except a discharge or release by or as a result of
        payment
        under such Guarantee.

       

      Section
        4.08.      Limitation on Transactions with
        Shareholders and Affiliates.  The Company will not, and will not
        permit any Restricted Subsidiary or Regulated Subsidiary to, directly or
        indirectly, enter into, renew or extend any transaction (including, without
        limitation, the purchase, sale, lease or exchange of property or assets,
        or the
        rendering of any service) with any Affiliate of the Company or any Affiliates
        of
        any Restricted Subsidiary or Regulated Subsidiary, except upon fair and
        reasonable terms no less favorable to the Company or such Restricted Subsidiary
        or Regulated Subsidiary than could be obtained, at the time of such transaction
        or, if such transaction is pursuant to a written agreement, at the time of
        the
        execution of the agreement providing therefor, in a comparable arm’s-length
        transaction with a Person that is not such a holder or an
        Affiliate.

       

      The
        foregoing limitation does not limit, and shall not apply to:

       

      (1)           transactions
        (A) approved by a majority of the disinterested members of the Board of
        Directors or (B) for which the Company, a Restricted Subsidiary or a Regulated
        Subsidiary delivers to the Trustee a written opinion of a nationally recognized
        investment banking, accounting, valuation or appraisal firm stating that
        the
        transaction is fair to the Company or such Restricted Subsidiary or Regulated
        Subsidiary from a financial point of view;

       

       

      
        
          
          

        

        
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      (2)           any
        transaction solely among the Company, its Wholly Owned Restricted Subsidiaries
        or its Wholly Owned Regulated Subsidiaries or any combination
        thereof;

       

      (3)           the
        payment of reasonable and customary regular fees to directors of the Company
        who
        are not employees of the Company and customary indemnification arrangements
        entered into by the Company;

       

      (4)           any
        payments or other transactions pursuant to any tax-sharing agreement between
        the
        Company and any other Person with which the Company files a consolidated
        tax
        return or with which the Company is part of a consolidated group for tax
        purposes;

       

      (5)           any
        sale of shares of Capital Stock (other than Disqualified Stock) of the
        Company;

       

      (6)           the
        granting or performance of registration rights under a written agreement
        and
        approved by the Board of Directors of the Company, containing customary terms,
        taken as a whole;

       

      (7)           loans
        to an Affiliate who is an officer, director or employee of the Company, a
        Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary
        in the
        ordinary course of business in accordance with Sections 7 and 13(k) of the
        Exchange Act;

       

      (8)           deposit,
        checking, banking and brokerage products and services typically offered to
        our
        customers on substantially the same terms and conditions as those offered
        to our
        customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted
        under Regulation O promulgated by the Board of Governors of under the Federal
        Reserve System; or

       

      (9)           any
        Permitted Investments or any Restricted Payments not prohibited by Section
        4.04.

       

      Notwithstanding
        the foregoing, any transaction or series of related transactions covered
        by the
        first paragraph of this Section 4.08 and not covered by clauses (2) through
        (6)
        of this paragraph, (a) the aggregate amount of which exceeds $15 million
        in
        value, must be approved or determined to be fair in the manner provided for
        in
        clause (l)(A) or (B) above and (b) the aggregate amount of which exceeds
        $25
        million in value, must be determined to be fair in the manner provided for
        in
        clause (l)(B) above.

       

      Section
        4.09.      Limitation on Liens.  The
        Company will not, and will not permit any Restricted Subsidiary to, create,
        incur, assume or suffer to exist any Lien on any of its assets or properties
        of
        any character, or any shares of Capital Stock or Indebtedness of any Restricted
        Subsidiary, without making effective provision for all of the Notes and all
        other amounts due under the Indenture to be directly secured equally and
        ratably
        with (or, if the obligation or liability to be secured by such Lien is
        subordinated in right of payment to the Notes, prior to) the obligation or
        liability secured by such Lien.

       

      The
        foregoing limitation does not apply to:

       

      (1)           Liens
        existing on the Closing Date (other than the Liens securing Indebtedness
        (including Hedging Obligations with respect thereto) under any Credit
        Facility);

       

      (2)           Liens
        granted after the Closing Date on any assets or Capital Stock of the Company
        or
        its Restricted Subsidiaries created in favor of the Holders;

       

       

      
        
          
          

        

        
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      (3)           Liens
        with respect to the assets of a Restricted Subsidiary granted by such Restricted
        Subsidiary to the Company or a Wholly Owned Restricted Subsidiary or Wholly
        Owned Regulated Subsidiary to secure Indebtedness owing to the Company or
        such
        other Restricted Subsidiary or Regulated Subsidiary;

       

      (4)           Liens
        securing Indebtedness which is Incurred to refinance secured Indebtedness
        which
        is permitted to be Incurred under clause (3) of the second paragraph of Section
        4.03; provided that such Liens do not extend to or cover any property or
        assets
        of the Company or any Restricted Subsidiary or Regulated Subsidiary other
        than
        the property or assets securing the Indebtedness being refinanced;

       

      (5)           Liens
        securing Indebtedness (including Hedging Obligations with respect thereto)
        under
        any Credit Facility in an aggregate amount not to exceed $300
        million;

       

      (6)           Liens
        (including extensions and renewals thereof) upon real or personal property
        acquired after the Closing Date; provided that (a) any such Lien is created
        solely for the purpose of securing Indebtedness Incurred, in accordance with
        Section 4.03, to finance the cost (including the cost of improvement or
        construction and fees and expenses related to the acquisition) of the item
        of
        property or assets subject thereto and such Lien is created prior to, at
        the
        time of or within twelve months after the later of the acquisition, the
        completion of construction or the commencement of full operation of such
        property, (b) the principal amount of the Indebtedness secured by such Lien
        does
        not exceed 100% of such cost and (c) any such Lien shall not extend to or
        cover
        any property or assets other than such item of property or assets and any
        improvements on such item;

       

      (7)           Liens
        on cash set aside at the time of the Incurrence of any Indebtedness, or
        government securities purchased with such cash, in either case to the extent
        that such cash or government securities pre-fund the payment of interest
        on such
        Indebtedness and are held in a collateral or escrow account or similar
        arrangement to be applied for such purpose;

       

      (8)           Liens
        incurred by the Company or a Restricted Subsidiary for the benefit of a
        Regulated Subsidiary in the ordinary course of business including Liens incurred
        in the Broker Dealer Regulated Subsidiary’s securities business with respect to
        obligations that do not exceed $200 million at any one time outstanding and
        that
        are not incurred in connection with the borrowing of money or the obtaining
        of
        advances or credit (other than trade credit in the ordinary course of business);
        or

       

      (9)           Permitted
        Liens.

       

      Section
        4.10.      Limitation on Sale-leaseback
        Transactions.  The Company will not, and will not permit any
        Restricted Subsidiary or Regulated Subsidiary to, enter into any Sale-Leaseback
        Transaction involving any of its assets or properties whether now owned or
        hereafter acquired.

       

      The
        foregoing restriction does not apply to any Sale-Leaseback Transaction
        if:

       

      (1)           the
        lease is for a period, including renewal rights, of not in excess of three
        years;

       

      (2)           the
        lease secures or relates to industrial revenue or pollution control
        bonds;

       

       

      
        
          
          

        

        
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      (3)           the
        transaction is solely among the Company, its Wholly Owned Restricted
        Subsidiaries or its Wholly Owned Regulated Subsidiaries or any combination
        thereof; or

       

      (4)           the
        Company or such Restricted Subsidiary or Regulated Subsidiary, within 12
        months
        after the sale or transfer of any assets or properties is completed, applies
        an
        amount not less than the net proceeds received from such sale in accordance
        with
        clause (A) or (B) of the third paragraph of Section 4.11.

       

      Section
        4.11.      Limitation on Asset
        Sales.  The Company will not, and will not permit any Restricted
        Subsidiary to, consummate any Asset Sale, unless (1) the consideration received
        by the Company or such Restricted Subsidiary is at least equal to the Fair
        Market Value of the assets sold or disposed of and (2) at least 75% of the
        consideration received consists of (a) cash or Temporary Cash Investments,
        (b)
        the assumption of unsubordinated Indebtedness of the Company or any Subsidiary
        Guarantor or Indebtedness of any other Restricted Subsidiary (in each case,
        other than Indebtedness owed to the Company), provided that the Company,
        such
        Subsidiary Guarantor, such Restricted Subsidiary, as the case may be is
        irrevocably and unconditionally released from all liability under such
        Indebtedness or (c) Replacement Assets.

       

      The
        Company will not, and will not permit any Restricted Subsidiary or Regulated
        Subsidiary to consummate any Regulated Sale unless (1) the consideration
        received by the Company or such Restricted Subsidiary or Regulated Subsidiary
        is
        at least equal to the Fair Market Value of the assets sold or disposed of
        and
        (2) at least 75% of the consideration received consists of (a) cash or Temporary
        Cash Investments, (b) the assumption of unsubordinated Indebtedness of the
        Company or any Subsidiary Guarantor or Indebtedness of any other Restricted
        Subsidiary or Regulated Subsidiary (in each case, other than Indebtedness
        owed
        to the Company), provided that the Company, such Subsidiary Guarantor,
        such Restricted Subsidiary or such Regulated Subsidiary, as the case may
        be is
        irrevocably and unconditionally released from all liability under such
        Indebtedness or (c) Replacement Assets.

       

      If
        and to
        the extent that the Net Cash Proceeds received by the Company or any of its
        Restricted Subsidiaries or Regulated Subsidiaries (excluding the first $300
        million of Net Cash Proceeds received by the Company or any of its Restricted
        Subsidiaries or Regulated Subsidiaries from Asset Sales and Regulated Sales
        after the Closing Date) from one or more Asset Sales or Regulated Sales in
        any
        period of 12 consecutive months exceed 10% of Consolidated Net Worth (determined
        as of the date closest to the commencement of such 12 month period for which
        a
        consolidated balance sheet of the Company and its Subsidiaries has been filed
        with the SEC or provided to the Trustee), then the Company shall or
        shall cause the relevant Restricted Subsidiary or Regulated Subsidiary
        to:

       

      (1)           within
        twelve months after the date Net Cash Proceeds so received exceed 10% of
        Consolidated Net Worth,

       

      (A)           apply
        an amount equal to such excess Net Cash Proceeds to permanently repay
        unsubordinated Indebtedness of the Company or Indebtedness or to redeem or
        repurchase Capital Stock, otherwise permitted by the Indenture, of any
        Restricted Subsidiary or Regulated Subsidiary, in each case owing to or owned
        by
        a Person other than the Company or any Affiliate of the Company; or

       

      (B)           invest
        an equal amount, or the amount not so applied pursuant to clause (A) (or
        enter
        into a definitive agreement committing to so invest within 12 months after
        the
        date of such agreement), in Replacement Assets; and

       

       

      
        
          
          

        

        
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      (2)           apply
        (no later than the end of the 12-month period referred to in clause (1))
        such
        excess Net Cash Proceeds (to the extent not applied pursuant to clause (1))
        as
        provided in the following paragraphs of this Section 4.11.

       

      If
        and to
        the extent that the Net Cash Proceeds received by the Company or any of its
        Restricted Subsidiaries or Regulated Subsidiaries from one or more Regulated
        Sales in any period of 12 consecutive months exceed 10% of Consolidated Net
        Worth (determined as of the date closest to the commencement of such 12 month
        period for which a consolidated balance sheet of the Company and its
        Subsidiaries has been filed with the SEC or provided to the Trustee), then
        the
        Company shall or shall cause the relevant Restricted Subsidiary or Regulated
        Subsidiary to apply (no later than the end of the 12-month period referred
        to in
        clause (1)) such excess Net Cash Proceeds (to the extent not applied pursuant
        to
        clause (1)) as provided in the following paragraphs of this Section
        4.11.

       

      The
        amount
        of such excess Net Cash Proceeds required to be applied (or to be committed
        to
        be applied) during such 12-month period as set forth in clause (1) of the
        preceding sentence and not applied as so required by the end of such period
        shall constitute “Excess Proceeds.”

       

      If,
        as of
        the first day of any calendar month, the aggregate amount of Excess Proceeds
        not
        theretofore subject to an Offer to Purchase pursuant to this Section 4.11
        totals
        at least $50 million, the Company must commence, not later than the fifteenth
        Business Day of such month, and consummate an Offer to Purchase from the
        Holders
        (and if required by the terms of any Indebtedness that is pari passu with
        the
        Notes (“Pari Passu Indebtedness”), from the holders of such Pari Passu
        Indebtedness) on a pro rata basis an aggregate principal amount of Notes
        (and
        Pari Passu Indebtedness) equal to the Excess Proceeds on such date, at a
        purchase price equal to 100% of their principal amount, plus, in each case,
        accrued interest (if any) to the Payment Date.

       

      To
        the
        extent that the aggregate amount of Notes and Pari Passu Indebtedness so
        validly
        tendered and not properly withdrawn pursuant to an Offer to Purchase is less
        than the Excess Proceeds, the Company may use any remaining Excess Proceeds
        for
        any other purpose which is permitted by the Indenture.

       

      If
        the
        aggregate principal amount of Notes surrendered by holders thereof and other
        Pari Passu Indebtedness surrendered by holders or lenders, collectively,
        exceeds
        the amount of Excess Proceeds, the Trustee shall select the Notes and Pari
        Passu
        Indebtedness to be purchased on a pro rata basis on the basis of the aggregate
        principal amount of tendered Notes and Pari Passu Indebtedness. Upon completion
        of such Offer to Purchase, the amount of Excess Proceeds shall be reset to
        zero.

       

      Section
        4.12.      Repurchase of Notes Upon a Change of
        Control.  The Company must commence, within 30 days of the
        occurrence of a Change of Control, and consummate an Offer to Purchase for
        all
        Notes then outstanding, at a purchase price (a “Change of Control Payment
        Amount”) equal to 101% of their principal amount, plus accrued interest (if
        any) to the Payment Date.

       

      The
        Company will not be required to make an Offer to Purchase upon the occurrence
        of
        a Change of Control, if a third party makes an offer to purchase the Notes
        in
        the manner, at the times and price and otherwise in compliance with the
        requirements of the Indenture applicable to an Offer to Purchase for a Change
        of
        Control and purchases all Notes validly tendered and not withdrawn in such
        offer
        to purchase.

       

      Section
        4.13.      Limitation on Lines of
        Business.  The Company will not, and will not permit any
        Restricted Subsidiary or Regulated Subsidiary to, engage in any business
        other
        than a Related Business.

       

      Section
        4.14.     Effectiveness of
        Covenants.  The covenants set forth in Sections 4.03, 4.04, 4.05,


       

      
        
          
          

        

        
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      4.06,
        4.07, 4.08, 4.10, 4.11, 4.13, 4.15, 4.19 and 4.20 will no longer be in effect
        upon the Company attaining Investment Grade Status (the “Terminated Covenants”).
        The Terminated Covenants will not be reinstated regardless of whether the
        Company’s credit rating is subsequently downgraded from Investment Grade
        Status.

       

      Section
        4.15.      SEC Reports and Reports to
        Holders.  The Company will deliver to the Trustee within 30 days
        after the filing of the same with the Securities and Exchange Commission,
        copies
        of the quarterly and annual reports and of the information, documents and
        other
        reports, if any, which the Company is required to file with the Securities
        and
        Exchange Commission pursuant to Section 13 or 15(d) of the Exchange Act.
        Notwithstanding that the Company may not be subject to the reporting
        requirements of Section 13 or 15(d) of the Exchange Act, the Company will
        file
        with the Securities and Exchange Commission, to the extent permitted, and
        provide the Trustee and Holders with such annual reports and such
        information, documents and other reports specified in Sections 13 and 15(d)
        of
        the Exchange Act, provided that the Company need not file such reports or
        other
        information if, and so long as, it would not be required to do so pursuant
        to
        Rule 12h-5 under the Exchange Act. The Company will also comply with the
        other
        provisions of the TIA, Section 314(a). Delivery of such reports, information
        and
        documents to the Trustee is for informational purposes only and the Trustee’s
        receipt of such shall not constitute constructive notice of any information
        contained therein or determinable from information contained therein, including
        the Company’s compliance with any of its covenants hereunder (as to which the
        Trustee is entitled to rely exclusively on Officers’ Certificates).

       

      Section
        4.16.      Payments of Taxes and Other
        Claims.

       

      [Intentionally
        Omitted]

       

      Section
        4.17.      Compliance
        Certificates.

       

      (a)           Officers
        of the Company must certify, on or before a date not more than 90 days after
        the
        end of each fiscal year, that a review has been conducted of the activities
        of
        the Company and its Restricted Subsidiaries and Regulated Subsidiaries and
        the
        Company’s and its Restricted Subsidiaries’ and its Regulated Subsidiaries’
performance under this Indenture and that, to their knowledge, the Company
        has
        fulfilled all obligations hereunder, or, if there has been a default in the
        fulfillment of any such obligation, specifying each such default and the
        nature
        and status thereof. The Company will also be obligated to notify the Trustee
        of
        any default or defaults in the performance of any covenants or agreements
        under
        the Indenture. Such certificate shall contain a certification from the principal
        executive officer, principal financial officer or principal accounting officer
        of the Company as to his or her knowledge of the Company’s compliance with all
        conditions and covenants under this Indenture. For purposes of this Section
        4.17, such compliance shall be determined without regard to any period of
        grace
        or requirement of notice provided under this Indenture. If any of the officers
        of the Company signing such certificate has knowledge of such a Default or
        Event
        of Default, the certificate shall describe any such Default or Event of Default
        and its status. The first certificate to be delivered pursuant to this Section
        4.17(a) shall be for the first fiscal year beginning after the execution
        of this
        Indenture.

       

      (b)           The
        Company shall deliver to the Trustee, within 90 days after the end of each
        fiscal year, beginning with the fiscal year in which this Indenture was
        executed, a certificate signed
        by
        the Company’s independent certified public accountants stating (i) that their
        audit examination has included a review of the terms of this Indenture and
        the
        Notes as they relate to accounting matters, (ii) that they have read the
        most
        recent Officers’ Certificate delivered to the Trustee pursuant to paragraph (a)
        of this Section 4.17 and (iii) whether, in connection with their audit
        examination, anything came to their attention that caused them to believe
        that
        the Company  

       

       

      
        
          
          

        

        
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      was
        not in
        compliance with any of the terms, covenants, provisions or conditions of
        Article
        4 and Section 5.01 of this Indenture as they pertain to accounting matters
        and,
        if any Default or Event of Default has come to their attention, specifying
        the
        nature and period of existence thereof; provided that such independent certified
        public accountants shall not be liable in respect of such statement by reason
        of
        any failure to obtain knowledge of any such Default or Event of Default that
        would not be disclosed in the course of an audit examination conducted in
        accordance with generally accepted auditing standards in effect at the date
        of
        such examination. The Company shall not be required to comply with the foregoing
        clause (b) with respect to any fiscal year if such compliance would be contrary
        to the recommendations of the American Institute of Certified Public Accountants
        so long as the Company delivers to the Trustee within 90 days after the end
        of
        such fiscal year an Officer’s Certificate stating that such compliance would be
        so contrary and any facts particular to the Company that may have caused
        such
        compliance to be so contrary.

       

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

       

      Section
        4.19.      Maintenance
        Covenants.  The Company shall not permit any Bank Regulated
        Subsidiary that constitutes a federally insured depositary institution to
        fail
        to be at least Well Capitalized for a period of more than 30 consecutive
        days in
        any fiscal quarter of the Company.

       

      Section
        4.20.      Springing Lien.  Promptly
        following the occurrence of the Trigger Date and from time to time thereafter,
        the Company shall take such actions as are reasonably necessary and as the
        Trustee may reasonably request (including delivery of security agreements,
        pledge agreements, financing statements and other security documents,
        authorization documents and opinions of counsel) to ensure and confirm that
        the
        obligations of the Company under the Notes and of each Subsidiary Guarantor
        that
        is a Restricted Subsidiary under any Subsidiary Guarantee (up to a maximum
        amount of Indebtedness under the Notes that would not result in or require
        any
        of the 2011 Notes, the 2013 Notes or the 2015 Notes becoming directly secured
        equally and ratably with the Notes pursuant to the provisions of the 2011
        Notes
        Indenture, the 2013 Notes Indenture or the 2015 Notes Indenture, as the case
        may
        be) are secured by a first priority ((i) junior only to (x) the Liens existing
        on the Closing Date and (y) Liens securing any Credit Facility in the amount
        not
        to exceed $300,000,000 and (ii) otherwise, subject only to Liens permitted
        by
        Section 4.09) perfected Lien on (I) the ownership interest of the Company
        and
        each such Subsidiary Guarantor in the stock and other equity interests of
        each
        Domestic Subsidiary; (II) the ownership interest of the Company and each
        such
        Subsidiary Guarantor in the stock and other equity interests of each direct
        Foreign Subsidiary of the Company and of each Domestic Subsidiary;
provided that neither the Company nor any Domestic Subsidiary shall be
        required to pledge more than 65% of the stock and other equity interest in
        any
        Foreign Subsidiary; and (III) all other present and future assets and properties
        (including, without limitation, accounts receivable, inventory, real property,
        machinery, equipment, contracts, trademarks, copyrights, patents, license
        rights, intercompany notes and other investment
        property, and general intangibles) of the Company and each such Subsidiary
        Guarantor, except in each of (I), (II) and (III) such property and assets
        constituting Excluded Collateral.  In furtherance of the foregoing,
        the Company will, and will cause each Domestic Subsidiary to, execute and
        deliver to the Trustee (A) from time to time prior to the Trigger Date, such
        documents as are reasonably necessary and as the Trustee may reasonably request
        to ensure that the Liens described above on substantially all personal property
        (other than property described in clause (ii) of the preceding sentence)
        

       

       

      
        
          
          

        

        
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      of
        the
        Company and its Domestic Subsidiaries will be created and perfected promptly
        after the Trigger Date; (B) not later than 30 days after the Trigger Date,
        a
        mortgage or deed of trust with respect to each parcel of real estate owned
        by
        the Company or any Domestic Subsidiary; (C) as soon as reasonably practicable
        after the Trigger Date, such documentation (including title insurance policies,
        flood plain certifications and other customary documents) as is reasonably
        necessary and as the Trustee may reasonably request in connection with the
        mortgages and deeds of trust described in clause (B) above and (D) as soon
        as
        reasonably practicable after the Trigger Date, all documents necessary to
        create
        and perfect the Liens described in clause (ii) of the preceding
        sentence.  The Company agrees that after the Trigger Date it will use,
        and will cause each applicable Subsidiary to use, commercially reasonable
        efforts to promptly deliver all items required by clauses (C) and (D) of
        the
        preceding sentence.  For the avoidance of doubt, (a) the Company shall
        not, and shall not permit the Subsidiary Guarantors to, secure Indebtedness
        under the Notes and the Subsidiary Guarantees in excess of the amount that
        is
        permitted to be secured under the provisions of the 2013 Notes Indenture
        and the
        2015 Notes Indenture without granting equal and ratable security to the
        noteholders of the 2015 Notes, the 2013 Notes and/or the 2011 Notes and (b)
        at
        any time the Consolidated EBITDA of the Company for the most recently ended
        Four
        Quarter Period exceeds the amount of Indebtedness under the Notes heretofore
        secured in compliance with this Section 4.20, the Company shall secure the
        additional amount of Indebtedness under the Notes, such that the aggregate
        amount of Indebtedness under the Notes secured in compliance with this Section
        4.20 equals the amount of the Consolidated EBITDA of the Company for the
        most
        recently ended Four Quarter Period.

       

      Beyond
        the
        exercise of reasonable care in the custody thereof, the Trustee shall have
        no
        duty as to any Collateral in its possession or control or in the possession
        or
        control of any agent or bailee or any income thereon or as to preservation
        of
        rights against prior parties or any other rights pertaining thereto and the
        Trustee shall not be responsible for filing any financing or continuation
        statements or recording any documents or instruments in any public office
        at any
        time or times or otherwise perfecting or maintaining the perfection of any
        security interest in the Collateral.  The Trustee shall be deemed to
        have exercised reasonable care in the custody of the Collateral in its
        possession if the Collateral is accorded treatment substantially equal to
        that
        which it accords its own property and shall not be liable or
        responsible for any loss or diminution in the value of any of the Collateral,
        by
        reason of the act or omission of any carrier, forwarding agency or other
        agent
        or bailee selected by the Trustee in good faith. The Trustee shall not be
        responsible for the existence, genuineness or value of any of the Collateral
        or
        for the validity, perfection, priority or enforceability of the Liens in
        any of
        the Collateral, whether impaired by operation of law or by reason of any
        of any
        action or omission to act on its part hereunder, except to the extent such
        action or omission constitutes gross negligence, bad faith or willful misconduct
        on the part of the Trustee, for the validity or sufficiency of the Collateral
        or
        any agreement or assignment contained therein, for the validity of the title
        of
        the Company to the Collateral, for insuring the Collateral or for the payment
        of
        taxes, charges, assessments or Liens upon the Collateral or otherwise as
        to the
        maintenance of the Collateral.

       

      ARTICLE
        V


       

      CONSOLIDATION,
        MERGER OR SALE OF ASSETS

       

      Section
        5.01.      Consolidation, Merger and Sale of
        Assets.  The Company will not consolidate with,
        merge with or into, or sell, convey, transfer, lease or otherwise dispose
        of all
        or substantially all of its property and assets (as an entirety or substantially
        an entirety in one transaction or a series of related transactions) to, any
        Person or permit any Person to merge with or into it unless:

       

      (a)           it
        shall be the continuing Person, or the Person (if other than it) formed by
        such
        consolidation or into which it is merged or that acquired or leased such
        property and assets of (the 

       

       

      
        
          
          

        

        
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      “Surviving
        Person”) shall be an entity organized and validly existing under the laws of the
        United States of America or any jurisdiction thereof and shall expressly
        assume,
        by a supplemental indenture, executed and delivered to the Trustee, all of
        the
        Company’s obligations under the Indenture and the Notes; provided, that if such
        continuing Person or Person shall not be a corporation, such entity shall
        organize or have a wholly-owned Subsidiary in the form of a corporation
        organized and validly existing under the laws of the United States or any
        jurisdiction thereof, and shall cause such corporation to expressly assume,
        as a
        party to the supplemental indenture referenced above, as a co-obligor, each
        of
        such continuing Person or Person’s obligations under the Indenture and the
        Notes;

       

      (b)           immediately
        after giving effect to such transaction, no Default or Event of Default shall
        have occurred and be continuing;

       

      (c)           immediately
        after giving effect to such transaction on a pro forma basis, the Company
        or the
        Surviving Person, as the case may be, shall have a Consolidated Net Worth
        equal
        to or greater than the Consolidated Net Worth of the Company immediately
        prior
        to such transaction;

       

      (d)           immediately
        after giving effect to such transaction on a pro forma basis the Company
        or the
        Surviving Person, as the case may be, could Incur at least $1.00 of Indebtedness
        under the first paragraph of Section 4.03;

       

      (e)           it
        delivers to the Trustee an Officers’ Certificate (attaching the arithmetic
        computations to demonstrate compliance with clauses (c) and (d)) and Opinion
        of
        Counsel, in each case stating that such consolidation, merger or transfer
        and
        such supplemental indenture complies with this provision and that all conditions
        precedent provided for herein relating to such transaction have been complied
        with; and

       

      (f)           each
        Subsidiary Guarantor, unless such Subsidiary Guarantor is the Person with which
        the Company has entered into a transaction under this Section 5.01, shall
        have
        by amendment to its Note Guarantee confirmed that its Note Guarantee shall
        apply
        to the obligations of the Company or the Surviving Person in accordance with
        the
        Notes and the Indenture;

       

      provided,
        however, that clauses (c) and (d) above do not apply if, in the good
        faith determination of the Board of Directors of the Company, whose
        determination shall be evidenced by a Board Resolution, the principal purpose
        of
        such transaction is to change the state of organization or convert the form
        of
        organization of the Company to another form, and any such transaction shall
        not
        have as one of its purposes the evasion of the foregoing
        limitations.

      


      Section
        5.02.      Successor
        Substituted.  Upon any consolidation or merger, or any sale,
        conveyance, transfer, lease or other disposition of all or substantially
        all of
        the property and assets of the Company in accordance with Section 5.01 of
        this
        Indenture, the successor Person formed by such consolidation or into which
        the
        Company is merged or to which such sale, conveyance, transfer, lease or other
        disposition is made shall succeed to, and be substituted for, and may exercise
        every right and power of, the Company under this Indenture with the same
        effect
        as if such successor Person had been named as the
        Company herein; provided that the Company shall not be released from its
        obligation to pay the principal of, premium, if any, or interest on the Notes
        in
        the case of a lease of all or substantially all of its property and
        assets.

       

       

      
        
          
          

        

        
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      ARTICLE
        VI


       

      EVENTS
        OF
        DEFAULT AND REMEDIES

       

      


      Section
        6.01.      Events of Default.  Any
        of the following events shall constitute an “Event of Default” hereunder with
        respect to Notes of any Series:

       

      (a)           default
        in the payment of principal of (or premium, if any, on) any Note when the
        same
        becomes due and payable at maturity, upon acceleration, redemption or
        otherwise;

       

      (b)           default
        in the payment of interest on any Note when the same becomes due and payable,
        and such default continues for a period of 30 days;

       

      (c)           default
        in the performance or breach of the provisions of the Indenture applicable
        to
        mergers, consolidations and transfers of all or substantially all of the
        assets
        of the Company or the failure by the Company to make or consummate an Offer
        to
        Purchase in accordance with Section 4.11 or Section 4.12, or the failure
        of the
        Company to comply with Section 4.19;

       

      (d)           the
        Company or any Subsidiary Guarantor defaults in the performance of or breaches
        any other covenant or agreement in the Indenture or under the Notes (other
        than
        a default specified in clause (a), (b) or (c) of this Section 6.01) and such
        default or breach continues for a period of 30 consecutive days after written
        notice by the Trustee or the Holders of 25% or more in aggregate principal
        amount of the Notes;

       

      (e)           there
        occurs with respect to any issue or issues of Indebtedness of the Company
        or any
        Significant Subsidiary having an outstanding principal amount of $20 million
        or
        more in the aggregate for all such issues of all such Persons, whether such
        Indebtedness now exists or shall hereafter be created, (I) an event of default
        that has caused the holder thereof to declare such Indebtedness to be due
        and
        payable prior to its Stated Maturity and such Indebtedness has not been
        discharged in full or such acceleration has not been rescinded or annulled
        within 45 days of such acceleration or (II) the failure to make a principal
        payment at the final (but not any interim) fixed maturity and such defaulted
        payment shall not have been made, waived or extended;

       

      (f)           any
        final judgment or order (not covered by insurance), that is non-appealable,
        for
        the payment of money in excess of $20 million in the aggregate for all such
        final judgments or orders against all such Persons (treating any deductibles,
        self-insurance or retention as not so covered) shall be rendered against
        the
        Company or any Significant Subsidiary and shall not be paid or discharged,
        and
        there shall be any period of 45 consecutive days following entry of the final
        judgment or order that causes the aggregate amount for all such final judgments
        or orders outstanding and not paid or discharged against all such Persons
        to
        exceed $20 million during which a stay of enforcement of such final judgment
        or
        order, by reason of a pending appeal or otherwise, shall not be in
        effect;

       

      (g)           a
        court having jurisdiction in the premises enters a decree or order for (A)
        relief in respect of the Company or any Significant Subsidiary in an involuntary
        case under any applicable
        bankruptcy, insolvency or other similar law now or hereafter in effect, (B)
        appointment of a receiver, liquidator, assignee, custodian, trustee,
        sequestrator or similar official of the Company or any Significant Subsidiary
        or
        for all or substantially all of the property and assets of the Company or
        any
        Significant Subsidiary or (C) the winding up or liquidation of the 

       

       

      
        
          
          

        

        
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      affairs
        of
        the Company or any Significant Subsidiary and, in each case, such decree
        or
        order shall remain unstayed and in effect for a period of 60 consecutive
        days;

       

      (h)           the
        Company or any Significant Subsidiary (A) commences a voluntary case under
        any
        applicable bankruptcy, insolvency or other similar law now or hereafter in
        effect, or consents to the entry of an order for relief in an involuntary
        case
        under any such law, (B) consents to the appointment of or taking possession
        by a
        receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
        official of the Company or any Significant Subsidiary or for all or
        substantially all of the property and assets of the Company or any Significant
        Subsidiary or (C) effects any general assignment for the benefit of
        creditors;

       

      (i)           failure
        by any Broker Dealer Regulated Subsidiary that is a Significant Subsidiary
        to
        meet the minimum capital requirements imposed by applicable regulatory
        authorities, and such condition continues for a period of 30 days after the
        Company or such Broker Dealer Regulated Subsidiary first becomes aware of
        such
        failure;

       

      (j)           failure
        by any Bank Regulated Subsidiary that is a Significant Subsidiary to be at
        least
“adequately capitalized,” as defined in regulations of applicable regulatory
        authorities; provided that an Event of Default under this clause (j) shall
        not
        have occurred until (x) 45 days from the time that such Bank Regulated
        Subsidiary has notice or is deemed to have notice of such failure unless
        a
        capital restoration plan has been filed the with OTS within that time (y)
        the
        expiration of a 90-day period commencing on the earlier of the date of initial
        submission of a capital restoration plan to the OTS (unless such capital
        plan is
        approved by the OTS before the expiration of such 90-day period or, if the
        OTS
        has notified us that it needs additional time to determine whether to approve
        such capital plan, in which case such 90-day period shall be extended until
        the
        OTS determines whether to approve such capital plan, such capital plan is
        approved by the OTS upon the expiration of such extended period);

       

      (k)           if
        the Company or any Subsidiary that holds Capital Stock of a Broker Dealer
        Regulated Subsidiary that is a Significant Subsidiary shall become ineligible
        to
        hold such Capital Stock by reason of a statutory disqualification or
        otherwise;

       

      (l)           the
        Commission shall revoke the registration of any Broker Dealer Regulated
        Subsidiary that is a Significant Subsidiary as a broker-dealer under the
        Exchange Act or any such Broker Dealer Regulated Subsidiary shall fail to
        maintain such registration;

       

      (m)           the
        Examining Authority (as defined in Rule 15c3-l) for any Broker Dealer Regulated
        Subsidiary that is a Significant Subsidiary shall suspend (and shall not
        reinstate within 10 days) or shall revoke such Broker Dealer Regulated
        Subsidiary’s status as a member organization thereof;

       

      (n)           the
        occurrence of any event of acceleration in a subordination agreement, as
        defined
        in Appendix D to Rule 15c3-l of the Exchange Act, to which the Company or
        any
        Broker Dealer Regulated Subsidiary that is a Significant Subsidiary is a
        party;

       

      (o)           any
        Subsidiary Guarantor that is a Significant Subsidiary repudiates its obligations
        under its Note Guarantee or, except as permitted by the Indenture, any Note
        Guarantee
        is determined to be unenforceable or invalid or shall for any reason cease
        to be
        in full force and effect; or

       

       

      
        
          
          

        

        
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      (p)           any
        Lien on property or assets with a Fair Market Value in excess of $5,000,000
        purported to be created under any Collateral Document shall cease to be,
        or
        shall be asserted by the Company or any of its Subsidiaries not to be, a
        valid
        and perfected Lien on any Collateral, with the priority required by the
        applicable Collateral Document, except (i) as a result of the sale or other
        disposition of the applicable Collateral in a transaction permitted under
        this
        Indenture or (ii) as a result of the failure by the Trustee or a collateral
        agent appointed by the trustee to maintain possession of any stock certificates,
        promissory notes or other instruments delivered to it under the Collateral
        Documents.

       

      Section
        6.02.     Acceleration.  If an Event of
        Default (other than an Event of Default specified in clause (g) or (h) of
        Section 6.01 that occurs with respect to the Company or any Subsidiary
        Guarantor) occurs and is continuing under the Indenture, the Trustee or the
        Holders of at least 25% in aggregate principal amount of the Notes, then
        outstanding, by written notice to the Company (and to the Trustee if such
        notice
        is given by the Holders), may, and the Trustee at the request of such Holders
        shall, declare the principal of, premium, if any, and accrued interest on
        the
        Notes to be immediately due and payable. Upon a declaration of acceleration,
        such principal of, premium, if any, and accrued interest shall be immediately
        due and payable. In the event of a declaration of acceleration because an
        Event
        of Default set forth in clause (e) of Section 6.01 has occurred and is
        continuing, such declaration of acceleration shall be automatically rescinded
        and annulled if the event of default triggering such Event of Default pursuant
        to clause (e) of Section 6.01 shall be remedied or cured by the Company or
        the
        relevant Significant Subsidiary or waived by the holders of the relevant
        Indebtedness within 60 days after the declaration of acceleration with respect
        thereto.  If an Event of Default specified in clause (g) or (h) of
        Section 6.01 occurs with respect to the Company, the principal of, premium,
        if
        any, and accrued interest on the Notes then outstanding shall automatically
        become and be immediately due and payable without any declaration or other
        act
        on the part of the Trustee or any Holder.  The Holders of at least a
        majority in principal amount of the outstanding Notes by written notice to
        the
        Company and to the Trustee, may waive all past defaults and rescind and annul
        a
        declaration of acceleration and its consequences if (x) all existing Events
        of
        Default, other than the nonpayment of the principal of, premium, if any,
        and
        interest on the Notes that have become due solely by such declaration of
        acceleration, have been cured or waived and (y) the rescission would not
        conflict with any judgment or decree of a court of competent
        jurisdiction.

       

      Section
        6.03.      Control by Majority
        .  With respect to the Notes of any series, the Holders of at least a
        majority in aggregate principal amount of the outstanding Notes may direct
        the
        time, method and place of conducting any proceeding for any remedy available
        to
        the Trustee or exercising any trust or power conferred on the Trustee; provided
        that the Trustee may refuse to follow any direction that conflicts with law
        or
        this Indenture, that may involve the Trustee in personal liability, or that
        the
        Trustee determines in good faith may be unduly prejudicial to the rights
        of
        Holders of Notes not joining in the giving of such direction and may take
        any
        other action it deems proper that is not inconsistent with any such direction
        received from Holders of Notes of that series.

       

      Section
        6.04.      Limitation on Suits.  A
        Holder of any Note of any series may not institute any proceeding, judicial
        or
        otherwise, with respect to this Indenture or that series of Notes, or for
        the
        appointment of a receiver or trustee, or for any other remedy hereunder,
        unless:

       

      (a)           the
        Holder gives the Trustee written notice of a continuing Event of
        Default;

       

      (b)           the
        Holders of at least 25% in aggregate principal amount of outstanding Notes
        make
        a written request to the Trustee to pursue the remedy;

       

      (c)           such
        Holder or Holders offer the Trustee indemnity satisfactory to the Trustee
        against any costs, liability or expense;

       

       

      
        
          
          

        

        
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      (d)           the
        Trustee does not comply with the request within 60 days after receipt of
        the
        request and the offer of indemnity; and

       

      (e)           during
        such 60-day period, the Holders of a majority in aggregate principal amount
        of
        the outstanding Notes do not give the Trustee a direction that is inconsistent
        with the request.

       

      For
        purposes of Section 6.03 of this Indenture and this Section 6.04, the Trustee
        shall comply with TIA Section 316(a) in making any determination of whether
        the
        Holders of the required aggregate principal amount of outstanding Notes of
        a
        particular series have concurred in any request or direction of the Trustee
        to
        pursue any remedy available to the Trustee or the Holders with respect to
        this
        Indenture or the Notes of that series or otherwise under the law.

       

      A
        Holder
        may not use this Indenture to prejudice the rights of another Holder of Notes
        of
        the same series or to obtain a preference or priority over such other Holder
        (it
        being understood that the Trustee does not have any affirmative duty to
        ascertain whether or not such actions or forbearances are unduly prejudicial
        to
        such Holders).

       

      Section
        6.05.       Rights of Holders to Receive
        Payment.  Notwithstanding any other provision of this Indenture,
        the right of any Holder of a Note to receive payment of the principal of,
        premium, if any, or interest on, such Note or to bring suit for the enforcement
        of any such payment, on or after the due date expressed in the Notes, shall
        not
        be impaired or affected without the consent of the Holder.

       

      Section
        6.06.      Collection Suit by
        Trustee.  If an Event of Default in payment of principal, premium
        or interest of any Note specified in clause (a) or (b) of Section 6.01 occurs
        and is continuing, the Trustee may recover judgment in its own name and as
        trustee of an express trust against the Company or any other obligor of that
        Note for the whole amount of principal, premium, if any, and accrued interest
        remaining unpaid, together with interest on overdue principal, premium, if
        any,
        and, to the extent that payment of such interest is lawful, interest on overdue
        installments of interest, in each case at the rate specified in such Notes,
        and
        such further amount as shall be sufficient to cover the costs and expenses
        of
        collection, including the reasonable compensation, expenses, disbursements
        and
        advances of the Trustee, its agents and counsel.

       

      Section
        6.07.       Trustee May File Proofs of
        Claim.  The Trustee may 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 the reasonable compensation, expenses,
        disbursements and advances of the Trustee, its agents and counsel, and any
        other
        amounts due the Trustee under Section 7.07) and the Holders allowed in any
        judicial proceedings relative to the Company (or any other obligor of the
        Notes), its creditors or its property and shall be entitled and empowered
        to
        collect and receive any monies, securities or other property payable or
        deliverable upon conversion or exchange of the Notes or upon any such claims
        and
        to distribute the same, and any custodian, receiver, assignee, trustee,
        liquidator, sequestrator or other similar official in any such judicial
        proceeding is hereby authorized by each Holder to make such payments to the
        Trustee and, in the event that the Trustee shall consent to the making of
        such
        payments directly to the Holders, to pay to the Trustee any amount due to
        it for
        the reasonable compensation, expenses, disbursements and advances of the
        Trustee, its agents and counsel, and any other amounts due the Trustee under
        Section 7.07. Nothing herein contained shall be deemed to empower the Trustee
        to
        authorize or consent to, or accept or adopt on behalf of any Holder, any
        plan of
        reorganization, arrangement, adjustment or composition affecting the Notes
        or
        the rights of any Holder thereof, or to authorize
        the Trustee to vote in respect of the claim of any Holder in any such
        proceeding.

       

      Section
        6.08.       Priorities.  If the
        Trustee collects any money pursuant to this Article 6, it shall 

       

       

      
        
          
          

        

        
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      pay
        out
        the money in the following order:

       

      First:
        to
        the Trustee for all amounts due under Section 7.07;

       

      Second:
        to
        Holders for amounts then due and unpaid for principal of, premium, if any,
        and
        interest on the Notes in respect of which or for the benefit of which such
        money
        has been collected, ratably, without preference or priority of any kind,
        according to the amounts due and payable on such Notes for principal, premium,
        if any, and interest, respectively; and

       

      Third:
        to
        the Company or as a court of competent jurisdiction may direct.

       

      The
        Trustee, upon prior written notice to the Company, may fix a record date
        and
        payment date for any payment to Holders pursuant to this Section
        6.08.

       

      Section
        6.09.       Undertaking for
        Costs.  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, a court may require any party litigant in such
        suit to
        file an undertaking to pay the costs of the suit, and the court may assess
        reasonable costs, including reasonable attorneys’ fees and expenses, against any
        party litigant in the suit having due regard to the merits and good faith
        of the
        claims or defenses made by the party litigant. This Section 6.09 does not
        apply
        to a suit by the Trustee, a suit by a Holder pursuant to Section 6.05, or
        a suit
        by Holders of more than 10% in principal amount of the outstanding Notes
        of any
        series.

       

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

       

      Section
        6.11.      Rights and Remedies
        Cumulative.  Except as otherwise provided with respect to the
        replacement or payment of mutilated, destroyed, lost or wrongfully taken
        Notes
        in Section 2.04, no right or remedy herein conferred upon or reserved to
        the
        Trustee or to the Holders is intended to be exclusive of any other right
        or
        remedy, and every right and remedy shall, to the extent permitted by law,
        be
        cumulative and in addition to every other right and remedy given hereunder
        or
        now or hereafter existing at law or in equity or otherwise. The assertion
        or
        employment of any right or remedy hereunder, or otherwise, shall not prevent
        the
        concurrent assertion or employment of any other appropriate right or
        remedy.

       

      Section
        6.12.     Delay or Omission Not
        Waiver.  No delay or omission of the Trustee or of any Holder to
        exercise any right or remedy accruing upon any Event of Default shall impair
        any
        such right or remedy or constitute a waiver of any such Event of Default
        or an
        acquiescence therein. Every right and remedy given by this Article 6 or by
        law
        to the Trustee or to the Holders may be exercised from time to time, and
        as
        often as may be deemed expedient, by the Trustee or by the Holders, as the
        case
        may be.

       

      ARTICLE
        VII

       

      THE
        TRUSTEE

       

      Section
        7.01.      General.

       

       

      
        
          
          

        

        
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      (a)           The
        duties and responsibilities of the Trustee are as provided by the TIA and
        as set
        forth herein. Whether or not expressly so provided, every provision of the
        Indenture relating to the conduct or affecting the liability of or affording
        protection to the Trustee is subject to this Article.

       

      (b)           Except
        during the continuance of an Event of Default, the Trustee need perform only
        those duties that are specifically set forth in the Indenture and no others,
        and
        no implied covenants or obligations will be read into the Indenture against
        the
        Trustee. In case an Event of Default has occurred and is continuing, the
        Trustee
        shall exercise those rights and powers vested in it by the 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.

       

      (c)           No
        provision of the 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.

       

      Section
        7.02.      Certain Rights of
        Trustee.  Subject to TIA Sections 315(a) through
        (d):

       

      (a)           In
        the absence of bad faith on its part, the Trustee may conclusively rely,
        and
        will be protected in acting or refraining from acting, upon any resolution,
        certificate, statement, instrument, opinion, report, notice, request, direction,
        consent, order, bond, debenture, note, other evidence of indebtedness or
        other
        paper or document believed by it to be genuine and to have been signed or
        presented by the proper Person.  The Trustee need not investigate any
        fact or matter stated in the document, but, in the case of any document which
        is
        specifically required to be furnished to the Trustee pursuant to any provision
        hereof, the Trustee shall examine the document to determine whether it conforms
        to the requirements of the Indenture (but need not confirm or investigate
        the
        accuracy of mathematical calculations or other facts stated therein). The
        Trustee, in its discretion, may make further inquiry or investigation into
        such
        facts or matters as it sees fit.

       

      (b)           Before
        the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel conforming to Section 11.05 and the
        Trustee
        will not be liable for any action it takes or omits to take in good faith
        in
        reliance on the certificate or opinion.

       

      (c)           The
        Trustee may act through its attorneys and agents and will not be responsible
        for
        the misconduct or negligence of any agent appointed with due care.

       

      (d)           The
        Trustee will be under no obligation to exercise any of the rights or powers
        vested in it by the Indenture at the request or direction of any of the Holders,
        unless such Holders have offered to the Trustee reasonable security or indemnity
        satisfactory to it against the costs, expenses and liabilities that might
        be
        incurred by it in compliance with such request or direction.

       

      (e)           The
        Trustee will not be liable for any action it takes or omits to take in good
        faith that it believes to be authorized or within its rights or powers or
        for
        any action it takes or omits to take in accordance with the direction of
        the
        Holders in accordance with Section 6.05 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
        the
        Indenture.

       

      (f)           The
        Trustee may consult with counsel of its selection, and the advice of such
        counsel or any Opinion of Counsel will be full and complete authorization
        and
        protection in 

       

       

      
        
          
          

        

        
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      respect
        of
        any action taken, suffered or omitted by it hereunder in good faith and in
        reliance thereon.

       

      (g)           No
        provision of the Indenture will require the Trustee to expend or risk its
        own
        funds or otherwise incur any financial liability in the performance of its
        duties hereunder, or in the exercise of its rights or powers, unless it receives
        indemnity satisfactory to it against any loss, liability or
        expense.

       

      (h)           The
        Trustee shall not be deemed to have notice of any Default or Event of Default
        unless a Responsible Officer of the Trustee has actual knowledge thereof
        or
        unless written notice of any event which is in fact such a default is received
        by the Trustee at the Corporate Trust Office of the Trustee, and such notice
        references the Securities and this Indenture.

       

      (i)           The
        rights, privileges, protections, immunities and benefits given to the Trustee,
        including, without limitation, its right to be indemnified, are extended
        to, and
        shall be enforceable by, the Trustee in each of its capacities hereunder,
        and
        each agent, custodian and other Person employed to act hereunder;

       

      (j)           The
        Trustee may request that the Company deliver an Officers’ Certificate setting
        forth the names of individuals and/or titles of officers authorized at such
        time
        to take specified actions pursuant to this Indenture, which Officers’
Certificate may be signed by any person authorized to sign an Officers’
Certificate, including any person specified as so authorized in any such
        certificate previously delivered and not superseded; and

       

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

       

      Section
        7.03.      Individual Rights of
        Trustee.  The Trustee, in its individual or any other capacity,
        may become the owner or pledgee of Notes and may otherwise deal with the
        Company
        or its Affiliates with the same rights it would have if it were not the Trustee.
        Any Agent may do the same with like rights. However, the Trustee is subject
        to
        TIA Sections 310(b) and 311. For purposes of TIA Section 311(b)(4) and
        (6):

       

      (a)           “cash
        transaction” means any transaction in which full payment for goods or
        securities sold is made within seven days after delivery of the goods or
        securities in currency or in checks or other orders drawn upon banks or bankers
        and payable upon demand; and

       

      (b)           “self-liquidating
        paper” means any draft, bill of exchange, acceptance or obligation
        which is made, drawn, negotiated or incurred for the purpose of financing
        the
        purchase, processing, manufacturing, shipment, storage or sale of goods,
        wares
        or merchandise and which is secured by documents evidencing title to, possession
        of, or a lien upon, the goods, wares or merchandise or the receivables or
        proceeds arising from the sale of the goods, wares or merchandise previously
        constituting the security, provided the security is received by the Trustee
        simultaneously
        with the creation of the creditor relationship arising from the making, drawing,
        negotiating or incurring of the draft, bill of exchange, acceptance or
        obligation.

       

      Section
        7.04.      Trustee’s
        Disclaimer.  The Trustee (i) makes no representation as to the
        validity or adequacy of the Indenture or the Notes, (ii) is not accountable
        for
        the Company’s use or application of 

       

       

      
        
          
          

        

        
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      the
        proceeds from the Notes and (iii) is not responsible for any statement in
        the
        Notes other than its certificate of authentication.

       

      Section
        7.05.      Notice of Default.  If
        any Default occurs and is continuing and is known to a Responsible Officer
        of
        the Trustee, the Trustee will send notice of the Default to each Holder within
        90 days after it occurs, unless the Default has been cured; provided that,
        except in the case of a default in the payment of the principal of or interest
        on any Note, the Trustee may withhold the notice if and so long as the board
        of
        directors, the executive committee or a trust committee of directors of the
        Trustee in good faith determines that withholding the notice is in the interest
        of the Holders. Notice to Holders under this Section will be given in the
        manner
        and to the extent provided in TIA Section 313(c).

       

      Section
        7.06.      Reports by Trustee to
        Holders.  Within 60 days after each May 15, beginning with May
        15, 2008, the Trustee will mail to each Holder, as provided in TIA Section
        313(c), a brief report dated as of such May 15, if required by TIA Section
        313(a), and file such reports with each stock exchange upon which its Notes
        are
        listed and with the Commission as required by TIA Section 313(d).

       

      Section
        7.07.       Compensation and
        Indemnity.

       

      (a)           The
        Company will pay the Trustee compensation as agreed upon in writing for its
        services. The compensation of the Trustee is not limited by any law on
        compensation of a Trustee of an express trust. The Company will reimburse
        the
        Trustee upon request for all reasonable out-of-pocket expenses, disbursements
        and advances incurred or made by the Trustee, including the reasonable
        compensation and expenses of the Trustee’s agents and counsel.

       

      (b)           The
        Company will indemnify the Trustee for, and hold it harmless against, any
        and
        all loss, liability, damage, claim or expense, including taxes (other than
        taxes
        based upon, measured by or determined by the income of the Trustee) incurred
        by
        it without negligence or willful misconduct on its part arising out of or
        in
        connection with the acceptance or administration of the Indenture and its
        duties
        under the Indenture and the Notes, including the costs and expenses of defending
        itself against any claim (whether asserted by the Company, any Holder or
        any
        other Person) or liability and of complying with any process served upon
        it or
        any of its officers in connection with the exercise or performance of any
        of its
        powers or duties under the Indenture and the Notes.

       

      (c)           To
        secure the Company’s payment obligations in this Section, the Trustee will have
        a lien prior to the Notes on all money or property held or collected by the
        Trustee, in its capacity as Trustee, except money or property held in trust
        to
        pay principal of, and interest on particular Notes.

       

      When
        the
        Trustee incurs expenses or renders services in connection with an Event of
        Default specified in Section 6.01(g) or Section 6.01(h), 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.

       

      This
        section shall survive the resignation or removal of the Trustee or the
        termination of the Indenture.

       

      Section
        7.08.      Replacement of Trustee.

       

      (a)                           (1)          
        The Trustee may resign at any time by written notice to the
        Company.

       

       

      
        
          
          

        

        
          -58-

          
            

          

        

        
          
          

        

      

       

      (2)           The
        Holders of a majority in principal amount of the outstanding Notes may remove
        the Trustee by written notice to the Trustee.

       

      (3)           If
        the Trustee is no longer eligible under Section 7.10 or in the circumstances
        described in TIA Section 310(b), any Holder that satisfies the requirements
        of
        TIA Section 310(b) may petition any court of competent jurisdiction for the
        removal of the Trustee and the appointment of a successor Trustee.

       

      (4)           The
        Company may remove the Trustee if: (i) the Trustee is no longer eligible
        under
        Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii)
        a
        receiver or other public officer takes charge of the Trustee or its property;
        or
        (iv) the Trustee becomes incapable of acting.

       

      A
        resignation or removal of the Trustee and appointment of a successor Trustee
        will become effective only upon the successor Trustee’s acceptance of
        appointment as provided in this Section.

       

      (b)           If
        the Trustee has been removed by the Holders, Holders of a majority in principal
        amount of the Notes may appoint a successor Trustee with the consent of the
        Company. Otherwise, if the Trustee resigns or is removed, or if a vacancy
        exists
        in the office of Trustee for any reason, the Company will promptly appoint
        a
        successor Trustee. If the successor Trustee does not deliver its written
        acceptance within 30 days after the retiring Trustee resigns or is removed,
        the
        retiring Trustee, the Company or the Holders of a majority in principal amount
        of the outstanding Notes may petition any court of competent jurisdiction
        at the
        expense of the Company in the case of the Trustee, for the appointment of
        a
        successor Trustee.

       

      (c)           Upon
        delivery by the successor Trustee of a written acceptance of its appointment
        to
        the retiring Trustee and to the Company, (i) the retiring Trustee will transfer
        all property held by it as Trustee to the successor Trustee, subject to the
        lien
        provided for in Section 7.07, (ii) the resignation or removal of the retiring
        Trustee will become effective, and (iii) the successor Trustee will have
        all the
        rights, powers and duties of the Trustee under the Indenture. Upon request
        of
        any successor Trustee, the Company will execute any and all instruments for
        fully and vesting in and confirming to the successor Trustee all such rights,
        powers and trusts. The Company will give notice of any resignation and any
        removal of the Trustee and each appointment of a successor Trustee to all
        Holders, and include in the notice the name of the successor Trustee and
        the
        address of its Corporate Trust Office.

       

      (d)           Notwithstanding
        replacement of the Trustee pursuant to this Section, the Company’s obligations
        under Section 7.07 will continue for the benefit of the retiring
        Trustee.

       

      (e)           The
        Trustee agrees to give the notices provided for in, and otherwise comply
        with,
        TIA Section 310(b).

       

      Section
        7.09.      Successor Trustee by
        Merger.  If the Trustee consolidates with, merges or converts
        into, or transfers all or substantially all of its corporate trust business
        to,
        another corporation or national banking association, the resulting, surviving
        or
        transferee corporation or national banking association without any further
        act
        will be the successor Trustee with the same effect as if the successor Trustee
        had been named as the Trustee in the Indenture.

       

      Section
        7.10.      Eligibility.  The
        Indenture must always have a Trustee that satisfies the requirements of TIA
        Section 310(a) and has a combined capital and surplus of at least $25,000,000
        as
        set forth in its most recent published annual report of condition.

       

       

      
        
          
          

        

        
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      Section
        7.11.      Money Held in Trust.  The
        Trustee will not be liable for interest on any money received by it except
        as it
        may agree with the Company. Money held in trust by the Trustee need not be
        segregated from other funds except to the extent required by law and except
        for
        money held in trust under Article 8.

       

      ARTICLE
        VIII


       

      DEFEASANCE
        AND DISCHARGE

       

      Section
        8.01.      Discharge of Company’s
        Obligations.

       

      (a)           Subject
        to paragraph (b), the Company’s obligations under the Notes and the Indenture,
        and each Subsidiary Guarantor’s obligations under its Note Guarantee, will
        terminate if:

       

      
        	
                 

              	
                (i)

              	
                either:

              


      

       

      (1)           all
        Notes that have been authenticated and delivered (other than destroyed, lost
        or
        stolen Notes that have been replaced, Notes that are paid pursuant to Section
        4.01 and Notes for whose payment money or securities have theretofore been
        deposited in trust and thereafter repaid to the Company pursuant to Section
        8.05) have been delivered to the Trustee for cancellation and the Company
        has
        paid all sums payable under such Indenture; or

       

      (2)           all
        Notes mature within one year or are to be called for redemption within one
        year
        and the Company has irrevocably deposited with the Trustee, as trust funds
        in
        trust solely for the benefit of the holders, money or U.S. Government
        Obligations sufficient, without consideration of any reinvestment of interest,
        to pay principal, premium, if any, and accrued interest on the Notes to the
        date
        of maturity or redemption and all other sums payable under such
        Indenture;

       

      
        	
                 

              	
                (ii)

              	
                no
                  Default or Event of Default shall have occurred and be continuing
                  on the
                  date of such deposit and such deposit will not result in a breach
                  or
                  violation of, or constitute a default under such Indenture or any
                  other
                  instrument to which the Company or any Subsidiary Guarantor is
                  a party or
                  by which the Company or any Subsidiary Guarantor is
                  bound;

              


      

       

      
        	
                 

              	
                (iii)

              	
                the
                  Company has delivered irrevocable instructions to the Trustee to
                  apply the
                  deposited money toward the payment of the Notes at maturity or
                  the
                  redemption date, as applicable; and

              


      

       

      
        	
                 

              	
                (iv)

              	
                the
                  Company delivers to the Trustee an Officers’ Certificate and an Opinion of
                  Counsel, in each case stating that all conditions precedent provided
                  for
                  herein relating to the satisfaction and discharge of the Indenture
                  have
                  been complied with.

              


      

       

      (b)           After
        satisfying the conditions in clause (a)(i)(1), only the Company’s obligations
        under Section 7.07 will survive. After satisfying the conditions in clause
        (a)(i)(2), (a)(ii) and (a)(iii), only the Company’s obligations in Article 2 and
        Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06
        will
        survive. In either case, the Trustee upon request will acknowledge in writing
        the discharge of the Company’s obligations under the Notes and the Indenture
        other than the surviving obligations.

       

       

      
        
          
          

        

        
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      Section
        8.02.      Legal Defeasance.  On the
        123rd day following the deposit referred to in clause (1), the Company will
        be
        deemed to have paid and will be discharged from its obligations in respect
        of
        the Notes and this Indenture, other than its obligations in Article 2 and
        Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06, and each Subsidiary Guarantor’s
        obligations under its Note Guarantee will terminate, provided the
        following conditions have been satisfied:

       

      (1)           The
        Company has irrevocably deposited in trust with the Trustee, as trust funds
        solely for the benefit of the Holders, money and/or U.S. Government Obligations
        or a combination thereof sufficient, in the opinion of a nationally recognized
        firm of independent public accountants expressed in a written certificate
        thereof delivered to the Trustee, without consideration of any reinvestment,
        to
        pay principal of, premium, if any, and accrued interest on the Notes to maturity
        or redemption, as the case may be, provided that any redemption before
        maturity has been irrevocably provided for under arrangements satisfactory
        to
        the Trustee.

       

      (2)           Immediately
        after giving effect to such deposit on a pro forma basis, no Event of
        Default, or event that after the giving of notice or lapse of time or both
        would
        become an Event of Default, shall have occurred and be continuing on the
        date of
        such deposit or during the period ending on the 123rd day after the date
        of such
        deposit, and such deposit shall not result in a breach or violation of, or
        constitute a default under, any other agreement or instrument to which the
        Company or any of its Subsidiaries is a party or by which the Company or
        any of
        its Subsidiaries is bound.

       

      (3)           The
        Company has delivered to the Trustee:

       

      (A)           either
        (x) an Opinion of Counsel to the effect that Holders will not recognize income,
        gain or loss for federal income tax purposes as a result of the defeasance
        and
        will be subject to federal income tax on the same amount and in the same
        manner
        and at the same times as would have been the case if such deposit, defeasance
        and discharge had not occurred, which Opinion of Counsel must be based upon
        (and
        accompanied by a copy of) a ruling of the Internal Revenue Service to the
        same
        effect unless there has been a charge in applicable federal income tax law
        after
        the Closing Date such that a ruling is no longer required or (y) a ruling
        directed to the Trustee received from the Internal Revenue Service to the
        same
        effect as the aforementioned Opinion of Counsel; and

       

      (B)           the
        defeasance trust is not required to register as an investment company under
        the
        Investment Company Act of 1940 and, after the passage of 123 days following
        the
        deposit, the trust fund will not be subject to the effect of Section 547
        of the
        United States Bankruptcy Code or Section 15 of the New York Debtor and Creditor
        Law.

       

      (4)           The
        Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
        Counsel, in each case stating that all conditions precedent provided for
        herein
        relating to the defeasance have been complied with.

       

      Prior
        to
        the end of the 123-day period, none of the Company’s obligations under the
        Indenture will be discharged. Thereafter, the Trustee upon request will
        acknowledge in writing the discharge of the Company’s obligations under the
        Notes and the Indenture except for the surviving obligations specified
        above.

       

      Section
        8.03.      Covenant Defeasance.  The
        Company may, subject as provided herein, be released from their respective
        obligations to comply with, and shall have no liability in respect of any
        term,
        condition or limitation, set forth in Sections 4.03, 4.04, 4.05, 4.06, 4.07,
        4.08, 4.09, 4.10, 4.11, 4.13, 4.19 and 4.20, clauses (3) and (4) of Section
        5.01, clause (c) of Section 6.01 with respect to such clauses 

       

       

      
        
          
          

        

        
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      (3)
        and
        (4) of Section 5.01 and Sections 4.11 and 4.19, clause (d) of Section 6.01
        with
        respect to the covenants contained in Sections 4.03, 4.04, 4.05, 4.06, 4.07,
        4.08, 4.09, 4.10, 4.11 4.13 and 4.20, and clauses (e) and (f) of Section
        6.01
        shall not constitute an Event of Default under Section 6.01 (“Covenant
        Defeasance”) if:

       

      
        	
                 

              	
                (i)

              	
                The
                  Company has complied with clauses (1), (2), 3(B), and (4) of Section
                  8.02;
                  and

              


      

       

      
        	
                 

              	
                (ii)

              	
                the
                  Company has delivered to the Trustee an Opinion of Counsel to the
                  effect
                  that the Holders will not recognize income, gain or loss for federal
                  income tax purposes as a result of such deposit and defeasance
                  and will be
                  subject to federal income tax on the same amount and in the same
                  manner
                  and at the same times as would otherwise have been the case if
                  such
                  deposit and defeasance had not
                  occurred.

              


      

       

      Except
        as
        specifically stated above, none of the Company’s obligations under the Indenture
        will be discharged.

      


      Section
        8.04.      Application of Trust
        Money.  Subject to Section 8.05, the Trustee will hold in trust
        the money or U.S. Government Obligations deposited with it pursuant to Section
        8.01, 8.02 or 8.03, and apply the deposited money and the proceeds from
        deposited U.S. Government Obligations to the payment of principal of and
        interest on the Notes in accordance with the Notes and the Indenture. Such
        money
        and U.S. Government Obligations need not be segregated from other funds except
        to the extent required by law.

       

      Section
        8.05.      Repayment to
        Company.  Subject to Sections 7.07, 8.01, 8.02 and 8.03, the
        Trustee will promptly pay to the Company upon request any excess money held
        by
        the Trustee at any time and thereupon be relieved from all liability with
        respect to such money. The Trustee will pay to the Company upon request any
        money held for payment with respect to the Notes that remains unclaimed for
        two
        years, provided that before making such payment the Trustee may at the expense
        of the Company publish once in a newspaper of general circulation in New
        York
        City, or send to each Holder entitled to such money, notice that the money
        remains unclaimed and that after a date specified in the notice (at least
        30
        days after the date of the publication or notice) any remaining unclaimed
        balance of money will be repaid to the Company. After payment to the Company,
        Holders entitled to such money must look solely to the Company for payment,
        unless applicable law designates another Person, and all liability of the
        Trustee with respect to such money will cease.

       

      Section
        8.06.      Reinstatement.  If and
        for so long as the Trustee is unable to apply any money or U.S. Government
        Obligations held in trust pursuant to Section 8.01, 8.02 or 8.03 by reason
        of
        any legal proceeding or by reason of any order or judgment of any court or
        governmental authority enjoining, restraining or otherwise prohibiting such
        application, the Company’s obligations under the Indenture and the Notes will be
        reinstated as though no such deposit in trust had been made. If the Company
        makes any payment of principal of or interest on any Notes because of the
        reinstatement of its obligations, it will be subrogated to the rights of
        the
        Holders of such Notes to receive such payment from the money or U.S. Government
        Obligations held in trust.

       

      ARTICLE
        IX


       

      AMENDMENTS,
        SUPPLEMENTS AND WAIVERS

       

      Section
        9.01.      Amendments Without Consent of
        Holders.  The Company and the Trustee may 

       

       

      
        
          
          

        

        
          -62-

          
            

          

        

        
          
          

        

      

       

      amend
        or
        supplement the Indenture or the Notes without notice to or the consent of
        any
        Noteholder:

       

      (a)           to
        cure any ambiguity, defect or inconsistency in the Indenture or the Notes,
        provided that such amendments or supplements shall not, in the good
        faith opinion of the Board of Directors of the Company as evidenced by a
        board
        resolution, adversely affect the interest of the holders in any material
        respect;

       

      (b)           to
        comply with Section 4.07 or Article 5;

       

      (c)           to
        comply with any requirements of the Commission in connection with the
        qualification of the Indenture under the TIA;

       

      (d)           to
        evidence and provide for the acceptance of an appointment hereunder by a
        successor Trustee;

       

      (e)           make
        any change that, in the good faith opinion of the Board of Directors as
        evidenced by a Board Resolution, does not materially and adversely affect
        the
        rights of any Holder;

       

      (f)           to
        provide for uncertificated Notes in addition to or in place of certificated
        Notes;

       

      (g)           add
        Guarantees with respect to the Notes in accordance with the applicable
        provisions of the Indenture; or

       

      (h)           to
        secure the Notes.

       

      Section
        9.02.      Amendments with Consent of
        Holders.

       

      (a)           Except
        as otherwise provided in Section 6.05, Section 9.01 or paragraph (b), the
        Company and the Trustee may amend the Indenture and the Notes with the consent
        of the Holders of a majority in aggregate principal amount of the outstanding
        Notes, and the Holders of a majority in principal amount of the outstanding
        Notes by written notice to the Trustee may waive future compliance by the
        Company with any provision of the Indenture or the Notes.

       

      (b)           Notwithstanding
        the provisions of paragraph (a), without the consent of each Holder affected,
        an
        amendment or waiver may not:

       

      
        	
                 

              	
                (i)

              	
                change
                  the Stated Maturity of the principal of, or any installment of
                  interest
                  on, any Note,

              


      

       

      
        	
                 

              	
                (ii)

              	
                reduce
                  the principal amount of, or premium, if any, or interest on, any
                  Note,

              


      

       

      
        	
                 

              	
                (iii)

              	
                change
                  the optional redemption dates or optional redemption prices of
                  the Notes
                  from that stated under the caption “Optional
                  Redemption”,

              


      

       

      
        	
                 

              	
                (iv)

              	
                change
                  the place or currency of payment of principal of, or premium, if
                  any, or
                  interest on, any Note,

              


      

       

      
        	
                 

              	
                (v)

              	
                impair
                  the right to institute suit for the enforcement of any payment
                  on or after
                  the Stated Maturity (or, in the case of a redemption, on or after
                  the
                  Redemption Date) of any Note,

              


      

       

       

      
        
          
          

        

        
          -63-

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (vi)

              	
                waive
                  a default in the payment of principal of, premium, if any, or interest
                  on
                  the Notes or modify any provision of the Indenture relating to
                  modification or amendment thereof,

              


      

       

      
        	
                 

              	
                (vii)

              	
                reduce
                  the above-stated percentage of outstanding notes of such series,
                  the
                  consent of whose holders is necessary to modify or amend the applicable
                  indenture,

              


      

       

      
        	
                 

              	
                (viii)

              	
                release
                  any Subsidiary Guarantor from its Notes Guarantee, except as provided
                  in
                  the Indenture,

              


      

       

      
        	
                 

              	
                (ix)

              	
                increase
                  the amount of Notes issued pursuant to this Indenture above $1,936,000,000
                  (plus any Capitalized Interest), or

              


      

       

      
        	
                 

              	
                (x)

              	
                reduce
                  the percentage or aggregate principal amount of outstanding Notes
                  the
                  consent of whose Holders is necessary for waiver of compliance
                  with
                  certain provisions of the Indenture or for waiver of certain
                  defaults.

              


      

       

      (c)           It
        is not necessary for Noteholders to approve the particular form of any proposed
        amendment, supplement or waiver, but is sufficient if their consent approves
        the
        substance thereof.

       

      (d)           An
        amendment, supplement or waiver under this Section will become effective
        on
        receipt by the Trustee of written consents from the Holders of the requisite
        percentage in principal amount of the outstanding Notes. After an amendment,
        supplement or waiver under this Section becomes effective, the Company will
        send
        to the Holders affected thereby a notice briefly describing the amendment,
        supplement or waiver. The Company will send supplemental indentures to Holders
        upon request. Any failure of the Company to send such notice, or any defect
        therein, will not, however, in any way impair or affect the validity of any
        such
        supplemental indenture or waiver.

       

      Section
        9.03.      Effect of Consent.

       

      (a)           After
        an amendment, supplement or waiver becomes effective, it will bind every
        Holder
        unless it is of the type requiring the consent of each Holder affected. If
        the
        amendment, supplement or waiver is of the type requiring the consent of each
        Holder affected, the amendment, supplement or waiver will bind each Holder
        that
        has consented to it and every subsequent Holder of a Note that evidences
        the
        same debt as the Note of the consenting Holder.

       

      (b)           If
        an amendment, supplement or waiver changes the terms of a Note, the Trustee
        may
        require the Holder to deliver it to the Trustee so that the Trustee may place
        an
        appropriate notation of the changed terms on the Note and return it to the
        Holder, or exchange it for a new Note that reflects the changed terms. The
        Trustee may also place an appropriate notation on any Note
        thereafter authenticated. However, the effectiveness of the amendment,
        supplement or waiver is not affected by any failure to annotate or exchange
        Notes in this fashion.

       

      Section
        9.04.      Trustee’s Rights and Obligations.
The Trustee shall be provided with, and will be fully protected
        in
        conclusively relying upon, an Officer’s Certificate and an Opinion of Counsel
        stating that the execution of any amendment, supplement or waiver authorized
        pursuant to this Article is authorized or permitted by the Indenture. If
        the
        Trustee has received such an Opinion of Counsel, it shall 

       

       

      
        
          
          

        

        
          -64-

          
            

          

        

        
          
          

        

      

       

      sign
        the
        amendment, supplement or waiver so long as the same does not adversely affect
        the rights of the Trustee. The Trustee may, but is not obligated to, execute
        any
        amendment, supplement or waiver that affects the Trustee’s own rights, duties or
        immunities under the Indenture.

       

      Section
        9.05.      Conformity with Trust Indenture
        Act.  Every supplemental indenture executed pursuant to this
        Article shall conform to the requirements of the TIA.

       

      Section
        9.06.      Payments for
        Consents.  Neither the Company nor any of its Subsidiaries or
        Affiliates may, directly or indirectly, pay or cause to be paid any
        consideration, whether by way of interest, fee or otherwise, to any Holder
        for
        or as an inducement to any consent, waiver or amendment of any of the terms
        or
        provisions of the Indenture or the Notes unless such consideration is offered
        to
        be paid or agreed to be paid to all Holders of the Notes that consent, waive
        or
        agree to amend such term or provision within the time period set forth in
        the
        solicitation documents relating to the consent, waiver or
        amendment.

       

      


      ARTICLE
        X


       

      GUARANTEES

       

      Section
        10.01.      Guarantees.  Subject to
        this Article 10, each of the Guarantors hereby, jointly and severally,
        unconditionally guarantees to each Holder of a Note and to the Trustee and
        its
        successors and assigns, irrespective of the validity and enforceability of
        this
        Indenture, the Notes or the obligations of the Company hereunder or thereunder,
        that: (a) the principal of, premium, if any, and interest on the Notes will
        be
        promptly paid in full when due, whether at maturity, by acceleration, redemption
        or otherwise, and interest on the overdue principal of, premium, if any,
        and
        interest on the Notes, if any, if lawful, and all other obligations of the
        Company to the Holders or the Trustee hereunder or thereunder will be promptly
        paid in full or performed, all in accordance with the terms hereof and thereof;
        and (b) in the case of any extension of time of payment or renewal of any
        Notes
        or any of such other obligations, that the same will be promptly paid in
        full
        when due or performed in accordance with the terms of the extension or renewal,
        whether at stated maturity, by acceleration or otherwise. Failing payment
        when
        due of any amount so guaranteed or any performance so guaranteed for whatever
        reason, the Guarantors shall be jointly and severally obligated to pay the
        same
        immediately. Each Subsidiary Guarantor agrees that this is a guarantee of
        payment and not a guarantee of collection.

       

      The
        Guarantors hereby agree that their obligations hereunder shall be unconditional,
        irrespective of the validity, regularity or enforceability of the Notes or
        this
        Indenture, the absence of any action to enforce the same, any waiver or consent
        by any Holder of the Notes with respect to any provisions hereof or thereof,
        the
        recovery of any judgment against the Company, any action to enforce the same
        or
        any other circumstance which might otherwise constitute a legal or equitable
        discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives
        diligence, presentment, demand of payment, filing of claims with a court
        in the
        event of insolvency or bankruptcy of the Company, any right to require a
        proceeding first against the Company, protest, notice and all demands whatsoever
        and covenant that this Guarantee
        shall not be discharged except by complete performance of the obligations
        contained in the Notes and this Indenture or pursuant to Section
        10.04.

       

      If
        any
        Holder or the Trustee is required by any court or otherwise to return to
        the
        Company, the Guarantors or any custodian, trustee, liquidator or other similar
        official acting in relation to either the Company or the Guarantors, any
        amount
        paid by either to the Trustee or such Holder, this Guarantee, to the extent
        theretofore discharged, shall be reinstated in full force and
        effect.

       

       

      
        
          
          

        

        
          -65-

          
            

          

        

        
          
          

        

      

       

      Each
        Subsidiary Guarantor agrees that it shall not be entitled to any right of
        subrogation in relation to the Holders in respect of any obligations guaranteed
        hereby until payment in full of all obligations guaranteed hereby. Each
        Subsidiary Guarantor further agrees that, as between the Guarantors, on the
        one
        hand, and the Holders and the Trustee, on the other hand, (x) the maturity
        of
        the obligations guaranteed hereby may be accelerated as provided in Article
        6
        for the purposes of this Guarantee, notwithstanding any stay, injunction
        or
        other prohibition preventing such acceleration in respect of the obligations
        guaranteed hereby, and (y) in the event of any declaration of acceleration
        of
        such obligations as provided in Article 6, such obligations (whether or not
        due
        and payable) shall forthwith become due and payable by the Guarantors for
        the
        purpose of this Guarantee. The Guarantors shall have the right to seek
        contribution from any non-paying Subsidiary Guarantor so long as the exercise
        of
        such right does not impair the rights of the Holders under the
        Guarantee.

       

      Section
        10.02.      Limitation on Subsidiary Guarantor
        Liability.  Each Subsidiary Guarantor, and by its acceptance of
        Notes, each Holder, hereby confirms that it is the intention of all such
        parties
        that the Guarantee of such Guarantor not constitute a fraudulent transfer
        or
        conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
        Act, the Uniform Fraudulent Transfer Act or any similar federal or state
        law to
        the extent applicable to any Guarantee. To effectuate the foregoing intention,
        the Trustee, the Holders and the Guarantors hereby irrevocably agree that
        the
        obligations of such Subsidiary Guarantor under its Guarantee and this Article
        10
        shall be limited to the maximum amount as will, after giving effect to such
        maximum amount and all other contingent and fixed liabilities of such Subsidiary
        Guarantor that are relevant under such laws, and after giving effect to any
        collections from, rights to receive contribution from or payments made by
        or on
        behalf of any other Subsidiary Guarantor in respect of the obligations of
        such
        other Subsidiary Guarantor under this Article 10, result in the obligations
        of
        such Subsidiary Guarantor under its Guarantee to not constitute a fraudulent
        transfer or conveyance.

       

      Section
        10.03.      Execution and Delivery of the
        Guarantee.  In the event that the Company is required to cause a
        Regulated Subsidiary or Restricted Subsidiary to guarantee the Notes pursuant
        to
        Section 4.07, the Company shall cause such Subsidiaries to execute supplemental
        indentures to this Indenture and Guarantees in accordance with Section 4.07
        and
        this Article 10, to the extent applicable.

       

      Section
        10.04.      Guarantors May Consolidate, etc., on
        Certain Terms.  No Subsidiary Guarantor may consolidate with or
        merge with or into (whether or not such Subsidiary Guarantor is the surviving
        Person) another Person whether or not affiliated with such Subsidiary Guarantor
        unless:

       

      (a)           subject
        to the other provisions of this Section, the Person formed by or surviving
        any
        such consolidation or merger (if other than a Subsidiary Guarantor or the
        Company) shall be a corporation organized and validly existing under the
        laws of
        the United States or any state thereof or the District of Columbia, and
        unconditionally assumes all the obligations of such Subsidiary Guarantor,
        pursuant to a supplemental indenture in form and substance reasonably
        satisfactory to the Trustee, under the Notes, this Indenture, the Registration
        Rights Agreement and the Guarantee on the terms set forth herein or
        therein;

       

      
        (b)           immediately
          after giving effect to such transaction, no Default or Event of Default
          exists;
          and

         

        (c)           the
          Company would be permitted, immediately after giving effect to such transaction,
          to incur at least $1.00 of additional Indebtedness (other than Permitted
          Indebtedness) pursuant to Section 4.03.

         

        
           

          
            
              
              

            

            
              -66-

              
                

              

            

            
              
              

            

          

        

      

       

      In
        case of any such consolidation,
        merger, sale or conveyance and upon the assumption by the successor Person,
        by
        supplemental indenture, executed and delivered to the Trustee and satisfactory
        in form to the Trustee, of the Guarantee endorsed upon the Notes and the
        due and
        punctual performance of all of the covenants and conditions of this Indenture
        to
        be performed by the Subsidiary Guarantor, such successor Person shall succeed
        to
        and be substituted for the Subsidiary Guarantor with the same effect as if
        it
        had been named herein as a Subsidiary Guarantor. Such successor Person thereupon
        may cause to be signed any or all of the Guarantees to be endorsed upon all
        of
        the Notes issuable hereunder which theretofore shall not have been signed
        by the
        Company and delivered to the Trustee. All the Guarantees so issued shall
        in all
        respects have the same legal rank and benefit under this Indenture as the
        Guarantees theretofore and thereafter issued in accordance with the terms
        of
        this Indenture as though all of such Guarantees had been issued at the date
        of
        the execution hereof.

       

      Except
        as set forth in Articles Four and
        Five, and notwithstanding clause (c) above, nothing contained in this Indenture
        or in any of the Notes shall prevent any consolidation or merger of a Subsidiary
        Guarantor with or into the Company or another Subsidiary Guarantor, or shall
        prevent any sale or conveyance of the property of a Subsidiary Guarantor
        as an
        entirety or substantially as an entirety to the Company or another Subsidiary
        Guarantor.

       

      Section
        10.05. Releases Following Certain Events.  In the event
        of a (i) sale or other disposition of all of the assets of any Subsidiary
        Guarantor, by way of merger, consolidation or otherwise, or a sale, exchange
        or
        transfer to any Person (other than an Affiliate of the Company) of all of
        the
        capital stock of any Subsidiary Guarantor, (ii) the designation of any
        Subsidiary Guarantor as an Unrestricted Subsidiary or (iii) the defeasance
        of
        the Notes in accordance with Section 8.01, in each case in compliance with
        the
        terms of this Indenture, then such Subsidiary Guarantor (in the event of
        a sale,
        exchange, transfer or other disposition, by way of merger, consolidation
        or
        otherwise, of all of the capital stock of such Subsidiary Guarantor) or the
        corporation acquiring the property (in the event of a sale or other disposition
        of all or substantially all of the assets of such Subsidiary Guarantor) will
        be
        released and relieved of any obligations under its Guarantee and Registration
        Rights Agreement; provided that, in the case of (i) above, the Net Cash Proceeds
        of such sale or other disposition are applied in accordance with the applicable
        provisions of this Indenture, including without limitation Section
        4.11.  Upon delivery by the Company to the Trustee of an Officers’
Certificate and an Opinion of Counsel to the effect that such sale or other
        disposition was made by the Company in accordance with the applicable provisions
        of this Indenture, including, in the case of a release pursuant to (i) above
        and
        Section 4.11, the Trustee shall execute any documents reasonably required
        in
        order to evidence the release of any Subsidiary Guarantor from its obligations
        under its Guarantee.

       

      Any
        Subsidiary Guarantor not released
        from its obligations under its Guarantee shall remain liable for the full
        amount
        of principal of and interest on the Notes and for the other obligations of
        any
        Subsidiary Guarantor under this Indenture as provided in this Article
        10.

       

      ARTICLE
        XI

       

      MISCELLANEOUS

       

      Section
        11.01.  Trust Indenture Act of 1939.  The Indenture
        shall incorporate and be governed by the provisions of the TIA that are required
        to be part of and to govern indentures qualified under the TIA.

       

      Section
        11.02.  Noteholder Communications; Noteholder
        Actions.

       

      (a)  The
        rights of Holders to communicate with other Holders with respect to the
        Indenture or the Notes are as provided by the TIA, and the Company and the
        Trustee shall

       

      
        
          
          

        

        
          -67-

          
            

          

        

        
          
          

        

      

       

      comply
        with the requirements of TIA Sections 312(a) and 312(b).  Neither the
        Company nor the Trustee will be held accountable by reason of any disclosure
        of
        information as to names and addresses of Holders made pursuant to the
        TIA.

       

      (b)          (1)
        Any request, demand, authorization, direction, notice, consent to amendment,
        supplement or waiver or other action provided by this Indenture to be given
        or
        taken by a Holder (an “act”) may be evidenced by an instrument signed by the
        Holder delivered to the Trustee.  The fact and date of the execution
        of the instrument, or the authority of the person executing it, may be proved
        in
        any manner that the Trustee deems sufficient.

       

      (2)  The
        Trustee may make reasonable rules for action by or at a meeting of Holders,
        which will be binding on all the Holders.

       

      (c)  Any
        act by the Holder of any Note binds that Holder and every subsequent Holder
        of a
        Note that evidences the same debt as the Note of the acting Holder, even
        if no
        notation thereof appears on the Note. Subject to paragraph (d), a Holder
        may
        revoke an act as to its Notes, but only if the Trustee receives the notice
        of
        revocation before the date the amendment or waiver or other consequence of
        the
        act becomes effective.

       

      (d)  The
        Company may, but is not obligated to, fix a record date (which need not be
        within the time limits otherwise prescribed by TIA Section 316(c)) for the
        purpose of determining the Holders entitled to act with respect to any amendment
        or waiver or in any other regard, except that during the continuance of an
        Event
        of Default, only the Trustee may set a record date as to notices of default,
        any
        declaration or acceleration or any other remedies or other consequences of
        the
        Event of Default.  If a record date is fixed, those Persons that were
        Holders at such record date and only those Persons will be entitled to act,
        or
        to revoke any previous act, whether or not those Persons continue to be Holders
        after the record date.  No act will be valid or effective for more
        than 90 days after the record date.

       

      Section
        11.03.  Notices.

       

      (a)  Any
        notice or communication to the Company will be deemed given if in writing
        (i)
        when delivered in person or (ii) five days after mailing when mailed by first
        class mail, or (iii) when sent by facsimile transmission, with transmission
        confirmed. Notices or communications to a Subsidiary Guarantor will be deemed
        given if given to the Company.  Any notice to the Trustee will be
        effective only upon receipt. In each case the notice or communication should
        be
        addressed as follows:

       

      if
        to the Company:

      E*TRADE
        Financial
        Corporation

      135
        East 57th Street

      New
        York, New
        York 10022

      


      if
        to the Trustee:

      The
        Bank of New York

      101
        Barclay Street, Floor 8W

      New
        York, New
        York 10286

      Attn:
        Corporate Trust
        Administration

      Fax:
        212-815-5707

       

      
        
          
          

        

        
          -68-

          
            

          

        

        
          
          

        

      

       

      The
        Company or the Trustee by notice to
        the other may designate additional or different addresses for subsequent
        notices
        or communications.

       

      (b)           Except
        as otherwise expressly provided with respect to published notices, any notice
        or
        communication to a Holder will be deemed given when mailed to the Holder
        at its
        address as it appears on the Register by first class mail or, as to any Global
        Note registered in the name of DTC or its nominee, as agreed by the Company,
        the
        Trustee and DTC.  Copies of any notice or communication to a Holder,
        if given by the Company, will be mailed to the Trustee at the same
        time.  Defect in mailing a notice or communication to any particular
        Holder will not affect its sufficiency with respect to other
        Holders.

       

      (c)           Where
        the Indenture provides for notice, the notice may be waived in writing by
        the
        Person entitled to receive such notice, either before or after the event,
        and
        the waiver will be the equivalent of the notice.  Waivers of notice by
        Holders must be filed with the Trustee, but such filing is not a condition
        precedent to the validity of any action taken in reliance upon such
        waivers.

       

      Section
        11.04.   Certificate and Opinion as to Conditions
        Precedent.  Upon any request or application by the Company to the
        Trustee to take any action under the Indenture, the Company will furnish
        to the
        Trustee:

       

      (a)           an
        Officers’ Certificate stating that, in the opinion of the signers, all
        conditions precedent, if any, provided for in the Indenture relating to the
        proposed action have been complied with; and

       

      (b)           an
        Opinion of Counsel stating that all such conditions precedent have been complied
        with, except that such Opinion of Counsel need not be provided in connection
        with the issuance of the Notes.

       

      Section
        11.05.   Statements Required in Certificate or
        Opinion.  Each certificate or opinion with respect to compliance
        with a condition or covenant provided for in the Indenture must
        include:

       

      (a)           a
        statement that each person signing the certificate or opinion has read the
        covenant or condition and the related definitions;

       

      (b)           a
        brief statement as to the nature and scope of the examination or investigation
        upon which the statement or opinion contained in the certificate or opinion
        is
        based;

       

      (c)           a
        statement that, in the opinion of each such person, that person has made
        such
        examination or investigation as is necessary to enable the person 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 each such person, such
        condition or covenant has been complied with, provided that an Opinion of
        Counsel may rely on an Officers’ Certificate or certificates of public officials
        with respect to matters of fact.

       

      Section
        11.06.   Payment Date Other Than a Business
        Day.  If any payment with respect to a payment of any principal
        of, premium, if any, or interest on any Note (including any payment to be
        made
        on any date fixed for redemption or purchase of any Note) is due on a day
        which
        is not a Business Day, then the payment need not be made on such date, but
        may
        be made on the next Business Day with the same force and effect as if made
        on
        such date, and no interest will accrue for the intervening period.

       

       

      
        
          
          

        

        
          -69-

          
            

          

        

        
          
          

        

      

    

     

    
      Section
        11.07.  Governing Law.  The Indenture, including any
        Note Guaranties, and the Notes shall be governed by, and construed in accordance
        with, the laws of the State of New York.

       

      Section
        11.08.  No Adverse Interpretation of Other
        Agreements.  The Indenture may not be used to interpret another
        indenture or loan or debt agreement of the Company or any Subsidiary of the
        Company, and no such indenture or loan or debt agreement may be used to
        interpret the Indenture.

       

      Section
        11.09.  Successors.  All agreements of the Company or
        any Subsidiary Guarantor in the Indenture and the Notes will bind its
        successors.  All agreements of the Trustee in the Indenture will bind
        its successor.

       

      Section
        11.10.  Duplicate Originals.  The parties may sign any
        number of copies of the Indenture. Each signed copy shall be an original,
        but
        all of them together represent the same agreement.

       

      Section
        11.11.  Separability.  In case any provision in the
        Indenture or in the Notes is invalid, illegal or unenforceable, the validity,
        legality and enforceability of the remaining provisions will not in any way
        be
        affected or impaired thereby.

       

      Section
        11.12.  Table of Contents and Headings.  The Table
        of Contents, Cross-Reference Table and headings of the Articles and Sections
        of
        the Indenture have been inserted for convenience of reference only, are not
        to
        be considered a part of the Indenture and in no way modify or restrict any
        of
        the terms and provisions of the Indenture.

       

      Section
        11.13.  No Liability of Directors, Officers, Employees, Incorporators,
        Members and Stockholders.  No director, officer, employee,
        incorporator, member or stockholder of the Company or any Subsidiary Guarantor,
        as such, will have any liability for any obligations of the Company or such
        Subsidiary Guarantor under the Notes, any Note Guarantee or the Indenture
        or for
        any claim based on, in respect of, or by reason of, such
        obligations.  Each Holder of Notes by accepting a Note waives and
        releases all such liability.  The waiver and release are part of the
        consideration for issuance of the Notes.

       

      Section
        11.14.  Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE
        HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
        LAW,
        ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
        OR
        RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED
        HEREBY.

       

      Section
        11.15.  Force Majeure.   In no event shall the
        Trustee be responsible or liable for any failure or delay in the performance
        of
        its obligations hereunder arising out of or caused by, directly or indirectly,
        forces beyond its control, including, without limitation, strikes, work
        stoppages, accidents, acts of war or terrorism, civil or military disturbances,
        nuclear or natural catastrophes or acts of God, and interruptions, loss or
        malfunctions of utilities, communications or computer (software and hardware)
        services; it being understood that the Trustee shall use reasonable efforts
        which are consistent with accepted practices in the banking industry to resume
        performance as soon as practicable under the circumstances.

       

      ARTICLE
        XII

      COLLATERAL
        DOCUMENTS AND SECURITY

       

      Upon
        securing the Notes in accordance with Section 4.20 hereof, the following
        provisions shall apply:

       

      
        
          
          

        

        
          -
            70
            -

          
            

          

        

        
          
          

        

      

       

      Section
        12.01.  Appointment of Collateral Agent.  The Company
        shall appoint a Collateral Agent which shall be entitled to the protections,
        immunities and indemnities as provided in a supplemental indenture
        hereto.

       

      Section
        12.02.  Collateral Documents.

       

      (a)           In
        order to secure the due and punctual payment of the Notes, the Company and
        the
        Subsidiary Guarantors will enter into the Collateral Documents to create
        the
        Note Liens on the Collateral in accordance with the terms thereof.  In
        the event of a conflict between the terms of this Indenture and the
        Intercreditor Agreement, the Intercreditor Agreement shall control.

       

      (b)           Each
        Holder of a Note, by accepting such Note, (i) agrees to all of the terms
        and
        provisions of the Collateral Documents (including, without limitation, the
        provisions providing for foreclosure and release of Collateral and the automatic
        amendment or waiver of the Collateral Documents pursuant to the terms of
        the
        Intercreditor Agreement) and (ii) authorizes the Trustee and the Collateral
        Agent to enter into the Intercreditor Agreement and the other Collateral
        Documents, to bind the Holders on the terms set forth in the Collateral
        Documents, to perform and observe its obligations under the Collateral Documents
        and, unless violative of the provisions hereof and thereof, to execute any
        and
        all documents, amendments, waivers, consents, releases or other instruments
        required (or authorized) to be executed by it pursuant to the terms
        thereof.

       

      Section
        12.03.  Application of Proceeds of Collateral.  Upon any
        realization upon the Collateral, the proceeds thereof shall be applied, subject
        to the terms of the Intercreditor Agreement, in accordance with the Collateral
        Documents and Section 6.08.

       

      Section
        12.04.  Release of Collateral.

       

      (a)           Each
        Holder of a Note, by accepting such Note, acknowledges and agrees that the
        Note
        Liens will be released automatically and without the need for any further
        action
        by any Person (so long as such release is in compliance with the
        TIA):

       

      
        	
                 

              	
                (i)

              	
                as
                  to all of the Collateral, upon payment in full of the principal
                  of, and
                  accrued and unpaid interest and premium, if any, on the
                  Notes;

              


      

       

      
        	
                 

              	
                (ii)

              	
                as
                  to all of the Collateral, upon defeasance or discharge of the Notes
                  in
                  accordance with the provisions described under
                  Article VIII;

              


      

       

      
        	
                 

              	
                (iii)

              	
                as
                  to any property or assets constituting Collateral that is sold,
                  transferred or otherwise disposed of by the Company or any of its
                  subsidiaries in a transaction not prohibited by this Indenture,
                  at the
                  time of such sale, transfer or disposition;
                  or

              


      

       

      
        	
                 

              	
                (iv)

              	
                as
                  to any property constituting Collateral that is owned by a Subsidiary
                  Guarantor that has been released from its obligations under its
                  Subsidiary
                  Guarantee in accordance with Section 4.07, concurrently with the
                  release of such Guarantee.

              


      

       

      (b)           Each
        Holder of a Note, by accepting such Note, acknowledges that, notwithstanding
        the
        provisions set forth in this Section 12.04, the Company and each Subsidiary
        Guarantor may, without any release or consent by the Trustee or the Collateral
        Agent, perform a number of activities in the ordinary course in respect of
        the
        Collateral to the extent not restricted

       

      
        
          
          

        

        
          -
            71
            -

          
            

          

        

        
          
          

        

      

       

      or
        prohibited by the Collateral Documents and this Indenture, including, without
        limitation, (i) selling or otherwise disposing of, in any transaction or
        series
        of related transactions, any property subject to the Note Liens which has
        become
        worn out, defective or obsolete or not used or useful in the business, (ii)
        abandoning, terminating, canceling, releasing or making alternations in or
        substitutions of any leases or contracts subject to the Note Liens, (iii)
        surrendering or modifying any franchise, license or permit subject to the
        Note
        Liens which it may own or under which it may be operating; (iv) altering,
        repairing, replacing, changing the location or position of and adding to
        its
        structures, machinery, systems, equipment, fixtures and appurtenances; (v)
        granting a license of any intellectual property; (vi) selling, transferring
        or
        otherwise disposing of inventory in the ordinary course of business; (vii)
        selling, collecting, liquidating, factoring or otherwise disposing of accounts
        receivable in the ordinary course of business; (viii) making cash payments
        (including for the repayment of Indebtedness) from cash that is at any time
        part
        of the Collateral in the ordinary course of business that are not otherwise
        prohibited by this Indenture; and (ix) abandoning any property which is not
        longer used or useful in the Company's business.  The release of any
        Collateral from the Note Liens pursuant to the terms of this Indenture and
        the
        Collateral Documents shall not be deemed to impair the security under this
        Indenture in contravention of the provisions hereof if and to the extent
        that
        the Collateral is released pursuant to the terms of this Section
        12.04.

       

      Section
        12.05.   Certain TIA Requirements.

       

      (a)           To
        the extent applicable, and in addition to any other requirements under this
        Indenture, the Company will cause § 313(b) of the TIA (relating to reports)
        and § 314(d) of the TIA (relating to the release of property or securities
        from the Note Liens or relating to the substitution for such Note Liens of
        any
        property or securities to be subjected to the Note Liens) to be complied
        with
        and will furnish to the Trustee, prior to each proposed release of Collateral
        pursuant to this Indenture and the Collateral Documents, all documents required
        by § 314(d) of the TIA and an Opinion of Counsel to the effect that the
        accompanying documents constitute all documents required by § 314(d) of the
        TIA.

       

      (b)           Notwithstanding
        anything to the contrary in this Section 12.05, the Company will not be
        required to comply with all or any portion of § 314(d) of the TIA if the
        Board of Directors of the Company determines, in good faith based on advice
        of
        counsel, that, under the terms of § 314(d) of the TIA and/or any
        interpretation or guidance as to the meaning thereof of the Commission or
        its
        staff, including publicly available "no action" letters or exemptive orders,
        all
        or any portion of § 314(d) of the TIA is inapplicable to all or any part of
        the Collateral or the release, deposit or substitution thereof.

       

      Section
        12.06.   Release of Note Liens.  In the event that
        the Company delivers an Officers' Certificate certifying that (a) its
        obligations under this Indenture have been defeased or discharged by complying
        with the provisions of Article VIII or (b) a Subsidiary Guarantor shall have
        been released from its obligations under its Subsidiary Guarantee the Note
        Liens
        on all property and assets (including any Capital Stock) constituting Collateral
        (in the case of clause (a)) or the property and assets (including any Capital
        Stock) constituting Collateral owned by such Subsidiary Guarantor (in the
        case
        of clause (b)) shall be released, and the Collateral Agent shall (i) at the
        Company's expense, promptly execute and deliver such releases, termination
        statements and other instruments (in recordable form, where appropriate)
        as the
        Company or any Subsidiary Guarantor, as applicable, may reasonably request
        to
        evidence the termination of such Note Liens and (ii) not be deemed to hold
        such
        Note Liens for the benefit of the Trustee and the Holders of Notes.

       

      
        
          
          

        

        
          -
            72
            -

          
            

          

        

        
          
          

        

      

       

      SIGNATURES

      


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

       

      
        	 	E*TRADE
                FINANCIAL CORPORATION	 
	 	 	 	 
	 	 	 	 
	
                 

              	
                By: 
                  

              	/s/
                Robert J. Lilien	 
	 	 	Name:
                Robert J. Lilien	 
	 	 	Title:
                President & COO	 
	 	 	 	 


      

       

       

      [12.5%
        Springing Lien Notes Due
        2017 Indenture Signature Page]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	 	THE
                  BANK OF NEW YORK,
                  as Trustee	 
	 	 	 	 
	 	 	 	 
	
                   

                	
                  By: 
                    

                	/s/
                  Mary LaGumina	 
	 	 	Name:
                  Mary LaGumina	 
	 	 	Title:
                  Vice President	 
	 	 	 	 


        

         

         

        [12.5%
          Springing Lien Notes Due
          2017 Indenture Signature Page]

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      EXHIBIT
        A

      


      [Insert
        the DTC Legend, if applicable pursuant to the provisions of the
        Indenture]

      


      [Insert
        the Restricted Notes Legend, if applicable pursuant to the provisions of
        the
        Indenture]

      


      [FACE
        OF NOTE]

      


      E*TRADE
        FINANCIAL
        CORPORATION

      


      12.5%
        Springing Lien Notes due
        2017

      


      CUSIP
        No.
        [_____________]1

      


      $[_______________]

      


      E*TRADE
        Financial Corporation, a
Delaware
        corporation (the “Company”, which term
        includes any successor under the Indenture hereinafter referred to), for
        value
        received, promises to pay to CEDE& Co.,
        or its registered assigns, the
        principal sum [of [___________________] DOLLARS ($[_________])] [set forth
        on
        the Schedule of Exchange of Notes attached hereto] on November 30,
        2017.

      


      Interest
        Rate: 12.5% per
        annum.

      


      Interest
        Payment Dates: May 31
        and November 30, commencing May
        31, 2008.

      


      Regular
        Record Dates: May 15, and
        November 15.

      


      Reference
        is hereby made to the further
        provisions of this Note set forth on the reverse hereof, which will for all
        purposes have the same effect as if set forth at this place.

       

      

        

      

      
        
          	
                  1

                	
                  Rule
                    144A CUSIP: 269246 AS3

                


        

        Rule
          144A
          ISIN: US269246AS37

        Regulation
          S CUSIP: U26901 AE5

        Regulation
          S ISIN: USU26901AE51

        IAI
          CUSIP:
          269246 AU8

        IAI
          ISIN:
          US269246AU82

         

        
          
            
            

          

          
            A-1

            
              

            

          

          
            
            

          

        

         

         

      

      IN
        WITNESS WHEREOF, the Company has
        caused this Note to be signed manually or by facsimile by its duly authorized
        officers.

       

      
        
          	Date:
                  	 	 	E*TRADE
                  FINANCIAL CORPORATION	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	
                   

                	
                  By: 
                    

                	 	 
	 	 	 	 	Name:
                  	 
	 	 	 	 	Title:	 
	 	 	 	 	 	 


        

         

         

        [12.5%
          Springing Lien Notes Due
          2017– Note Signature Page]

         

        
          
            
            

          

          
            A-2

            
              

            

          

          
            
            

          

        

         

        (Form
          of Trustee’s Certificate of
          Authentication)

         

        This
          is one of the 12.5% Springing Lien
          Notes due 2017 described in the Indenture referred to in this
          Note.

      

      
         

        
          
            	 	THE
                    BANK OF NEW YORK,
                    as Trustee	 
	 	 	 	 
	 	 	 	 
	
                     

                  	
                    By: 
                      

                  	 	 
	 	 	Name:
                    	 
	 	 	Title:
                    Authorized Signatory	 
	 	 	 	 


          

           

           

          [12.5%
            Springing Lien Notes Due
            2017– Trustee’s Certificate of Authentication Signature
            Page]

           

          
            
              
              

            

            
              A-3

              
                

              

            

            
              
              

            

          

        

      

       

      [REVERSE
        SIDE OF
        NOTE]

      


      E*TRADE
        FINANCIAL
        CORPORATION

      


      12.5%
        Springing Lien Notes due
        2017

      


      1.
        Principal and Interest.  (a) The Company promises to pay the
        principal of this Note plus accrued and unpaid interest thereon on November
        30,
        2017.

       

      (b)
        The Company promises to pay interest
        in cash on the principal amount of this Note on each interest payment date,
        as
        set forth on the face of this Note, at the rate of 12.5% per annum (subject
        to
        adjustment as provided below), provided,
however,
        that on any interest payment date
        occurring on or prior to May 31, 2010, the Company shall have the option
        to capitalize and to add to the principal amount of the Notes all or a portion
        of the interest payable on the Notes on such interest payment date and,
provided, further, that on any interest payment date occurring
        after May 31, 2010, all interest on the Notes shall be payable in
        cash.  The interest so capitalized is referred to herein as
“Capitalized Interest” and shall constitute principal amount of the
        Notes for all purposes of the Notes and the Indenture.

       

      (c)
        Interest will be payable
        semi-annually (to the holders of record of the Notes at the close of business
        on
        May 15 and November 15 immediately preceding the interest payment date) on
        each
        interest payment date, commencing May 31, 2008.

       

      (d)
        Interest on this Note will accrue
        from the most recent date to which interest has been paid on this Note or
        the
        Note surrendered in exchange for this Note (or, if there is no existing default
        in the payment of interest and if this Note is authenticated between a regular
        record date and the next interest payment date, from such interest payment
        date)
        or, if no interest has been paid, from the Issue Date. Interest will be computed
        in the basis of a 360-day year of twelve 30-day months.

       

      (e)
        The Company will pay interest on
        overdue principal, premium, if any, and, to the extent lawful, interest at
        the
        interest rate borne by the Notes.  Interest not paid when due and any
        interest on principal, premium or interest not paid when due will be paid
        to the
        Persons that are Holders on a special record date, which will be the 15th
        day
        preceding the date fixed by the Company for the payment of such interest,
        whether or not such day is a Business Day.  At least 15 days before a
        special record date, the Company will send to each Holder and to the Trustee
        a
        notice that sets forth the special record date, the payment date and the
        amount
        of interest to be paid.

       

      2.
Indenture.
        (a) This is one of the Notes
        issued under an Indenture dated as of November 29, 2007 (as amended from
        time to
        time, the “Indenture”), between the Company and The Bank of New York, as
        Trustee. Capitalized terms used herein are used as defined in the Indenture
        unless otherwise indicated. The terms of the Notes include those stated in
        the
        Indenture and those made part of the Indenture by reference to the Trust
        Indenture Act.  The Notes are subject to all such terms, and Holders
        are referred to the Indenture and the Trust Indenture Act for a statement
        of all
        such terms. To the extent permitted by applicable law, in the event of any
        inconsistency between the terms of this Note and the terms of the Indenture,
        the
        terms of the Indenture will control.

       

      (b)
        The Notes are general unsecured
        obligations of the Company, subject to a springing lien under certain
        circumstances, as provided in the Indenture. The Indenture limits the original
        aggregate principal amount of the Notes to $1,936,000,000 (plus any Capitalized
        Interest).

       

      3.  Redemption,
        Repurchase; Discharge
        Prior to Redemption or Maturity.  This Note is subject
        to
        optional and mandatory redemption and may be the subject of an Offer to
        Purchase, as further described in the Indenture.  There is no sinking
        fund applicable to this Note.

       

      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      

       

      If
        the Company deposits with the Trustee
        money or U.S. Government Obligations sufficient to pay the then outstanding
        principal of, premium, if any, and accrued interest on the Notes to redemption
        or maturity, the Company may in certain circumstances be discharged from
        the
        Indenture and the Notes or may be discharged from certain of its obligations
        under certain provisions of the Indenture.

       

      4.
Registered
        Form; Denominations;
        Transfer; Exchange.  The Notes are
        in registered
        form without coupons in denominations of $1,000 principal amount and any
        multiple of $1,000 in excess thereof.  A Holder may register the
        transfer or exchange of Notes in accordance with the Indenture.  The
        Trustee may require a Holder to furnish appropriate endorsements and transfer
        documents and to pay any taxes and fees required by law or permitted by the
        Indenture.  Pursuant to the Indenture, there are certain periods
        during which the Trustee will not be required to issue, register the transfer
        of
        or exchange any Note or certain portions of a Note.

       

      5.
Defaults
        and
        Remedies.  If an Event of
        Default, as
        defined in the Indenture, occurs and is continuing, the Trustee or the Holders
        of at least 25% in principal amount of the Notes may declare all the Notes
        to be
        due and payable.  If a bankruptcy or insolvency default with respect
        to the Company occurs and is continuing, the Notes automatically become due
        and
        payable.  Holders may not enforce the Indenture or the Notes except as
        provided in the Indenture. The Trustee may require indemnity satisfactory
        to it
        before it enforces the Indenture or the Notes.  Subject to certain
        limitations, Holders of a majority in principal amount of the Notes then
        outstanding may direct the Trustee in its exercise of
        remedies.

       

      6.
Amendment
        and
        Waiver.  Subject
        to certain
        exceptions, the Indenture and the Notes may be amended, or default may be
        waived, with the consent of the Holders of a majority in principal amount
        of the
        outstanding Notes. Without notice to or the consent of any Holder, the Company
        and the Trustee may amend or supplement the Indenture or the Notes to, among
        other things, cure any ambiguity, defect or inconsistency or make any change
        that in the good faith opinion of the Board of Directors does not materially
        and
        adversely affect the rights of any Holder.

       

      7.
Authentication.  This
        Note is not
        valid until the Trustee (or Authenticating Agent) signs the certificate of
        authentication on the other side of this Note.

       

      8.
Governing
        Law.  This Note
        shall be
        governed by, and construed in accordance with, the laws of the State of New
        York.

       

      9.
Abbreviations.  Customary
        abbreviations may
        be used in the name of a Holder or an assignee, such as: TEN COM (= tenants
        in
        common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with
        right of survivorship and not as tenants in common), CUST (= Custodian) and
        U/G/M/A/ (= Uniform Gifts to Minors Act).

       

      The
        Company will furnish a copy of the
        Indenture to any Holder upon written request and without
        charge.

       

      
        
          
          

        

        
          A-5

          
            

          

        

        
          
          

        

      

    

     

    
      
        [FORM
          OF
          TRANSFER NOTICE]

        


        
          	
                  FOR
                    VALUE RECEIVED the undersigned registered holder hereby sell(s),
                    assign(s)
                    and transfer(s) unto

                
	
                   

                
	
                   

                
	
                  Insert
                    Taxpayer Identification No.

                
	
                   

                
	
                   

                
	
                   

                
	
                   

                
	
                  Please
                    print or typewrite name and address including zip code of
                    assignee

                
	 
	
                  the
                    within Note and all rights thereunder, hereby irrevocably constituting
                    and
                    appointing:

                
	
                   

                
	
                  attorney
                    to transfer said Note on the books of the Company with full power
                    of
                    substitution in the premises.

                   

                


        

        


        


        
          
            
            

          

          
            A-6

            
              

            

          

          
            
            

          

        

      

       

       

      OPTION
        OF
        HOLDER TO ELECT PURCHASE

      


      If
        you
        wish to have all of this Note purchased by the Company pursuant to Section
        4.11
        or Section 4.12 of the Indenture, check the box: 

      


      If
        you
        wish to have a portion of this Note purchased by the Company pursuant to
        Section
        4.11 or Section 4.12 of the Indenture, state the amount (in original principal
        amount) below:

      


      $__________

      


      


      
        	
                Date:

              	
                 

              	 


      

      


      
        	 	
                Your
                  Signature:  

              	
                 

              
	 	
                (Sign
                  exactly as your name appears on the other side of this Note) 

              


      

      


      
        	
                Signature
                  Guarantee: 

              	
                 

              	 


      

       

      
        
          
          

        

        
          A-7

          
            

          

        

        
          
          

        

      

      
 

      SCHEDULE
        OF EXCHANGES OF NOTES2

      


      The
        initial outstanding principal amount of this Global Note is
        $_________.  The following exchanges of a part of this Global Note for
        Physical Notes or a part of another Global Note have been made:

      


      
        	
                Date
                  of Exchange

              	 	
                Amount
                  of decrease in principal amount of this Global Note

              	 	
                Amount
                  of increase in principal amount of this Global
                  Note

              	 	
                Principal
                  amount of this Global Note following such decrease (or
                  increase)

              	 	
                Signature
                  of authorized signatory of Trustee

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


      

      


      
        
          

        

      

      
        
          	
                  2

                	
                  Insert
                    for Global Notes only

                


        

      

       

      
        
          
          

        

        
          A-8

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        B

      


      SUPPLEMENTAL
        INDENTURE

      


      dated
        as
        of _________,

      


      among

      


      E*TRADE
        Financial Corporation

      


      [the
        Subsidiary Guarantor]

      


      and

      


      [Any
        existing Subsidiary Guarantors]

      


      And

      


      The
        Bank
        of New York,

      as
        Trustee

      


      12.5%
        Springing Lien Notes due 2017

      


      


      THIS
        SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of
        __________, ____, among E*TRADE Financial Corporation, a Delaware
        corporation (the “Company”), (the “Subsidiary Guarantor”), any existing
        Subsidiary Guarantors and The Bank of New York, as trustee (the
“Trustee”).

      


      RECITALS

      


      WHEREAS,
        the Company, and the Trustee entered into the Indenture, dated as of November
        29, 2007 (the “Indenture”), relating to the Company’s 12.5% Springing Lien Notes
        due 2017 (the “Notes”);

      


      WHEREAS,
        as a condition to the Trustee entering into the Indenture and the purchase
        of
        the Notes by the Holders, the Company agreed pursuant to the Indenture to
        cause
        Restricted Subsidiaries and Regulated Subsidiaries to provide Guarantees
        in
        certain circumstances.

      


      AGREEMENT

      


      NOW,
        THEREFORE, in consideration of the premises and mutual covenants herein
        contained and intending to be legally bound, the parties to this Supplemental
        Indenture hereby agree as follows:

      


      1.  Capitalized
        terms used herein and not otherwise defined herein are used as defined in
        the
        Indenture.

      


      2.  Each
        Subsidiary Guarantor, by its execution of this Supplemental Indenture, agrees
        to
        be a Subsidiary Guarantor under the Indenture and to be bound by the terms
        of
        the Indenture applicable to Subsidiary Guarantors, including, but not limited
        to, Article 10 thereof.

       

      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      

      
 

      3.  This
        Supplemental Indenture shall be governed by and construed in accordance with
        the
        laws of the State of New York.

      


      4.  This
        Supplemental Indenture may be signed in various counterparts which together
        will
        constitute one and the same instrument.

      


      5.  This
        Supplemental Indenture is an amendment supplemental to the Indenture and
        the
        Indenture and this Supplemental Indenture will henceforth be read
        together.

      


      6.  The
        Recitals herein are statements of the Company and/or the Guarantors, and
        the
        Trustee assumes no responsibility as to the correctness thereof. The Trustee
        makes no representations as to the validity of this Supplemental
        Indenture.

      


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

      


      
        
          	 	
                  E*TRADE
                    FINANCIAL CORPORATION, as Issuer 

                	 
	 	 	 	 
	 	 	 	 
	 	
                  By:

                	 	 
	 	 	
                  Name:

                	 
	 	 	
                  Title:

                	 
	 	 	 	 
	 	 	 	 
	 	
                  THE
                    BANK OF NEW YORK, as Trustee 

                	 
	 	 	 	 
	 	 	 	 
	 	
                  By:

                	 	 
	 	 	
                  Name:

                	 
	 	 	
                  Title:

                	 
	 	 	 	 
	 	 	 	 
	 	
                  [Subsidiary
                    Guarantor], as Subsidiary Guarantor 

                	 
	 	 	 	 
	 	 	 	 
	 	
                  By:

                	 	 
	 	 	
                  Name:

                	 
	 	 	
                  Title:

                	 
	 	 	 	 
	 	 	 	 
	 	
                  [Any
                    existing Subsidiary Guarantor] 

                	 
	 	 	 	 
	 	 	 	 
	 	
                  By:

                	 	 
	 	 	
                  Name:

                	 
	 	 	
                  Title:

                	 


        

      

       

       

      
        
          
          

        

        
          B-2

          
            

          

        

        
          
          

        

         

        
          EXHIBIT
            C

          


          DTC
            LEGEND

          


          UNLESS
            THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
            DEPOSITORY
            TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY
            OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
            CERTIFICATE 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 A BENEFICIAL INTEREST HEREIN.

          


          TRANSFERS
            OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
            TO
            NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
            AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS
            MADE IN
            ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.

           

           

          
            
              
              

            

            
              C-1

              
                

              

            

            
              
              

            

          

           

          EXHIBIT
            D

          


          RESTRICTED
            NOTES LEGEND

          


          THIS
            NOTE
            EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
            ACT
            OF 1933, AS AMENDED  (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED,
            SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHOM
            THE
            SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
            THE MEANING
            OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT
            OR FOR THE
            ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
            REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH
            RULE
            903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT
            TO AN
            EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE
            144
            THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR
            IN A
            TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
            ACT, (5)
            IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS
            OF THE
            SECURITIES ACT (BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS)
            OR
            (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
            ACT AND
            (B) IN ACCORDANCE WITH ALL APPLICABLE BLUE SKY LAWS OF THE STATES OF
            THE UNITED
            STATES.

           

           

          
            
              
              

            

            
              D-1

              
                

              

            

            
              
              

            

          

           

          
            EXHIBIT E

            


            [FORM OF
              CERTIFICATE TO BE DELIVERED

            IN
              CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A]

            


            


            E*TRADE
              Financial Corporation

            135
              East
              57th Street

            New
              York,
              New York 10022

            Facsimile:
              [_________]

            Attention:
              [_________]

            


            The
              Bank
              of New York

            101
              Barclay Street, Floor 8W

            New
              York,
              New York 10286

            Facsimile:
              (212) 815-5707

            Attention:
              Corporate Trust Administration

            


            Re:  E*TRADE
              Financial Corporation (the “Company”) 12.5%  Springing Lien Notes
              due 2017 (the “Notes”)

             

            Ladies
              and
              Gentlemen:

             

            In
              connection with our proposed sale of $ _______ aggregate principal
              amount at
              maturity of the Notes, we hereby certify that such transfer is being
              effected
              pursuant to and in accordance with Rule 144A (“Rule 144A”) under the
              United States Securities Act of 1933, as amended (the “Securities
              Act”), and, accordingly, we hereby further certify that the Notes
              are being
              transferred to a person that we reasonably believe is purchasing the
              Notes for
              its own account, or for one or more accounts with respect to which
              such person
              exercises sole investment discretion, and such person and each such
              account is a
“qualified institutional buyer” within the meaning of Rule 144A in a
              transaction meeting the requirements of Rule 144A and such Notes are being
              transferred in compliance with any applicable blue sky securities laws
              of any
              state of the United States.

             

            You
              and
              the Company are entitled to rely upon this letter and are irrevocably
              authorized
              to produce this letter or a copy hereof to any interested party in
              any
              administrative or legal proceedings or official inquiry with respect
              to the
              matters covered hereby.

             

            
              	 	
                      Very
                        truly yours, 

                    	 
	 	
                       

                    	 
	 	
                      [Name
                        of Transferor] 

                    	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	
                      By:

                    	
                       

                    	 
	 	 	
                      Authorized
                        Signature

                    	 


            

          

           

           

          
            
              
              

            

            
              E-1

              
                

              

            

            
              
              

            

          

           

          
            EXHIBIT F

            [FORM OF
              CERTIFICATE TO BE DELIVERED

            IN
              CONNECTION WITH TRANSFERS

            PURSUANT
              TO REGULATION S]

            


             

            E*TRADE
              Financial Corporation

            135
              East
              57th Street

            New
              York,
              New York 10022

            Facsimile:
              [_________]

            Attention:
              [_________]

            


            The
              Bank
              of New York

            101
              Barclay Street, Floor 8W

            New
              York,
              New York 10286

            Facsimile:
              (212) 815-5707

            Attention:
              Corporate Trust Administration

            


            Re:  E*TRADE
              Financial Corporation (the “Company”) 12.5% Springing Lien Notes due
              2017 (the “Notes”)

             

            Ladies
              and
              Gentlemen:

             

            In
              connection with our proposed sale of $_________ aggregate principal
              amount of
              the Notes, we confirm that such sale has been effected pursuant to
              and in
              accordance with Regulation S under the U.S. Securities Act of 1933, as
              amended (the “Securities Act”), and, accordingly, we represent
              that:

             

            (1)           the
              offer of the Notes was not made to a person in the United States;

             

            (2)           either
              (a) at the time the buy order was originated, the transferee was outside
              the United States or we and any person acting on our behalf reasonably
              believed
              that the transferee was outside the United States or (b) the transaction
              was executed in, on or through the facilities of a designated off-shore
              securities market and neither we nor any person acting on our behalf
              knows that
              the transaction has been pre-arranged with a buyer in the United
              States;

             

            (3)           no
              directed selling efforts have been made in the United States in contravention
              of
              the requirements of Rule 903(b) or Rule 904(b) of Regulation S,
              as applicable; and

             

            (4)           the
              transaction is not part of a plan or scheme to evade the registration
              requirements of the Securities Act.

             

            In
              addition, if the sale is made during a restricted period and the provisions of
              Rule 903(b) or Rule 904(b) of Regulation S are applicable
              thereto, we confirm that such sale has been made in accordance with
              the
              applicable provisions of Rule 903(b) or Rule 904(b), as the case may
              be.

             

            The
              Company and you are entitled to rely upon this letter and are irrevocably
              authorized to produce this letter or a copy hereof to any interested
              party in
              any administrative or legal proceedings or official inquiry with respect
              to the
              matters covered hereby.  Terms used in this certificate have the
              meanings set forth in Regulation S.

             

            
              
                
                

              

              
                F-1

                
                  

                

              

              
                
                

              

            

             

            
              	 	
                      Very
                        truly yours, 

                    	 
	 	
                       

                    	 
	 	
                      [Name
                        of Transferor] 

                    	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	
                      By:

                    	
                       

                    	 
	 	 	
                      Authorized
                        Signature

                    	 


            

            


            
              
                
                

              

              
                F-2

                
                  

                

              

              
                
                

              

            

          

           

          
            EXHIBIT
              G

            


            [FORM
              OF
              CERTIFICATE TO BE DELIVERED

            IN
              CONNECTION WITH TRANSFERS

            TO
              INSTITUTIONAL ACCREDITED INVESTOR]

            


            


            E*TRADE
              Financial Corporation

            135
              East
              57th Street

            New
              York,
              New York 10022

            Facsimile:
              [_________]

            Attention:
              [_________]

            


            The
              Bank
              of New York

            101
              Barclay Street, Floor 8W

            New
              York,
              New York 10286

            Facsimile:
              (212) 815-5707

            Attention:
              Corporate Trust Administration

            


            Re:  E*TRADE
              Financial Corporation (the “Company”) 12.5% Springing Lien Notes due
              2017 (the “Notes”)

             

            Reference
              is hereby made to the Indenture, dated as of November 29, 2007 (the
“Indenture”)
              between the Company and Bank of New York, as trustee.  Capitalized
              terms used but not defined herein shall have the meanings given to
              them in the
              Indenture.

            


            We
              own and
              propose to transfer the Notes or interest in such Notes in aggregate
              principal
              amount at maturity of $___________ in such Notes or interests (the
              “Transfer”), to  _____________________  (the
“Transferee”). 

            


            In
              connection with the Transfer, we hereby certify that the Transfer is
              being
              effected in compliance with the transfer restrictions applicable to
              beneficial
              interests in Transfer Restricted Notes and pursuant to and in accordance
              with
              the Securities Act and any applicable blue sky securities laws of any
              state of
              the United States.  We hereby further certify that such Transfer is
              being effected to an Institutional Accredited Investor and pursuant
              to an
              exemption from the registration requirements of the Securities Act
              other than
              Rule 144A, Rule 144, Rule 903 or Rule 904, and we hereby further certify
              that we
              have not engaged in any general solicitation within the meaning of
              Regulation D
              under the Securities Act and the Transfer complies with the transfer
              restrictions applicable to beneficial interests in Restricted Transfer
              Notes and
              the requirements of the exemption claimed, which certification is supported
              by
              (1) a certificate executed by the Transferee in the form of Exhibit H to
              the Indenture and (2) an Opinion of Counsel provided by us or the Transferee
              (a
              copy of which we have attached to this certification), to the effect
              that such
              Transfer is in compliance with the Securities Act.  Upon consummation of
              the proposed transfer in accordance with the terms of the Indenture,
              the
              transferred beneficial interest or definitive Note will be subject
              to the
              restrictions on transfer enumerated in the Restricted Notes Legend
              printed on
              the IAI Global Note and/or the Restricted Transfer Notes and in the
              Indenture
              and the Securities Act.

            


            You
              and
              the Company are entitled to rely upon this letter and are irrevocably
              authorized
              to produce this letter or a copy hereof to any interested party in
              any
              administrative or legal proceedings or official inquiry with respect
              to the
              matters covered hereby.

             

            
              
                
                

              

              
                G-1

                
                  

                

              

              
                
                

              

            

            


             

            
              	 	 	 
	 	
                       

                    	
                      [Insert
                        Name of Transferor]

                    
	 	
                       

                    	
                       

                    
	 	
                       

                    	
                       

                    
	 	
                       

                    	
                         By:

                    	
                       

                    
	 	
                       

                    	
                      Name:

                    
	 	
                       

                    	
                      Title:

                    
	 	
                       

                    	
                       

                    
	Dated: 	
                                                                

                    	
                       

                    	 	
                       

                    


            

             

            
              
                
                

              

              
                G-2

                
                  

                

              

              
                
                

              

            

             

            EXHIBIT
              H

            


            [FORM
              OF
              CERTIFICATE TO BE DELIVERED  BY

            ACQUIRING
              INSTITUTIONAL ACCREDITED INVESTOR]

            


            


            E*TRADE
              Financial Corporation

            135
              East
              57th Street

            New
              York,
              New York 10022

            Facsimile:
              [_________]

            Attention:
              [_________]

            


            The
              Bank
              of New York

            101
              Barclay Street, Floor 8W

            New
              York,
              New York 10286

            Facsimile:
              (212) 815-5707

            Attention:
              Corporate Trust Administration

            


            Re:  E*TRADE
              Financial Corporation (the “Company”) 12.5% Springing Lien Notes due
              2017 (the “Notes”)

             

            Reference
              is hereby made to the Indenture, dated as of November 29, 2007 (the
“Indenture”)
              between the Company and Bank of New York, as trustee.  Capitalized
              terms used but not defined herein shall have the meanings given to
              them in the
              Indenture.

            


            In
              connection with our proposed purchase of $_________ aggregate principal
              amount
              at maturity of the Notes, we confirm that:

            


            1.           We
              understand that any subsequent transfer of the Notes or any interest
              therein is
              subject to certain restrictions and conditions set forth in the Indenture
              and
              the undersigned agrees to be bound by, and not to resell, pledge or
              otherwise
              transfer the Notes or any interest therein except in compliance with,
              such
              restrictions and conditions and the Securities Act of 1933, as amended
              (the
“Securities Act”).

            


            2.           We
              understand that the offer and sale of the Notes have not been registered
              under
              the Securities Act, and that the Notes and any interest therein may
              not be
              offered or sold except as permitted in the following sentence.  We
              agree, on our own behalf and on behalf of any accounts for which we
              are acting
              as hereinafter stated, that if we should sell the Notes or any interest
              therein,
              we will do so only (A) to the Company or any subsidiary thereof, (B)
              in
              accordance with Rule 144A under the Securities Act to a “qualified institutional
              buyer” (as defined therein), (C) to an institutional “accredited investor” (as
              defined below) that, prior to such transfer, furnishes (or has furnished
              on its
              behalf by a U.S. broker-dealer) to you and to the Company a signed
              letter
              substantially in the form of this letter and an Opinion of Counsel
              in form
              reasonably acceptable to the Company to the effect that such transfer
              is in
              compliance with the Securities Act, (D) outside the United States in
              accordance
              with Rule 904 of Regulation S under the Securities Act, (E) pursuant
              to the
              provisions of Rule 144(k) under the Securities Act or (F) pursuant
              to an
              effective registration statement under the Securities Act, and we further
              agree
              to provide to any Person purchasing the definitive Note or beneficial
              interest
              in a Global Note from us in a transaction meeting the requirements
              of clauses
              (A) through (E) of this paragraph a notice advising such purchaser
              that resales
              thereof are restricted as stated herein.

             

            
              
                
                

              

              
                H-1

                
                  

                

              

              
                
                

              

            

            
 

            3.           We
              understand that, on any proposed resale of the Notes or beneficial
              interest
              therein, we will be required to furnish to you and the Company such
              certifications, legal opinions and other information as you and the
              Company may
              reasonably require to confirm that the proposed sale complies with
              the foregoing
              restrictions.  We further understand that the Notes purchased by us
              will bear a legend to the foregoing effect.

            


            4.           We
              are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2),
              (3) or (7) of Regulation D under the Securities Act) and have such
              knowledge and
              experience in financial and business matters as to be capable of evaluating
              the
              merits and risks of our investment in the Notes, and we and any accounts
              for
              which we are acting are each able to bear the economic risk of our
              or its
              investment.

            


            5.           We
              are acquiring the Notes or beneficial interest therein purchased by
              us for our
              own account or for one or more accounts (each of which is an institutional
              “accredited investor”) as to each of which we exercise sole investment
              discretion.

            


            You
              are
              entitled to rely upon this letter and are irrevocably authorized to
              produce this
              letter or a copy hereof to any interested party in any administrative
              or legal
              proceedings or official inquiry with respect to the matters covered
              hereby.

            


            


            
              	 	 	 
	 	
                       

                    	
                      [Insert
                        Name of Acquiring Accredited Investor]

                    
	 	
                       

                    	
                       

                    
	 	
                       

                    	
                       

                    
	 	
                       

                    	
                         By:

                    	
                       

                    
	 	
                       

                    	
                      Name:

                    
	 	
                       

                    	
                      Title:

                    
	 	
                       

                    	
                       

                    
	Dated:	
                                                                 

                    	
                       

                    	 	
                       

                    


            

             

             

             

            H-2