**Exhibit10.9**

 

 

CHINO COMMERCIALBANCORP,as Company

 

 

INDENTUREDated as of October 27, 2006

 

U.S. BANK NATIONALASSOCIATION,As Trustee

 

JUNIORSUBORDINATED DEBT SECURITIES

Due December 15,2036

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**table of contents**

 
| ** **    | ** ** | ** **                                                                           | ** ** | **Page** |
|---------------|------------|--------------------------------------------------------------------------------------|------------|----------|
|               |       | ARTICLE I                                                                            |       |     |
|          |       | DEFINITIONS                                                                          |       |     |
| SECTION 1.01. |       | Definitions                                                                          |       | 1        |
|          |       | ARTICLE II                                                                           |       |     |
|          |       | DEBT SECURITIES                                                                      |       |     |
| SECTION 2.01. |       | Authentication and Dating                                                            |       | 8        |
| SECTION 2.02. |       | Form of Trustee’s Certificate of Authentication                                 |       | 9        |
| SECTION 2.03. |       | Form and Denomination of Debt Securities                                             |       | 9        |
| SECTION 2.04. |       | Execution of Debt Securities                                                         |       | 10       |
| SECTION 2.05. |       | Exchange and Registration of Transfer of Debt  Securities                            |       | 10       |
| SECTION 2.06. |       | Mutilated, Destroyed, Lost or Stolen Debt Securities                                 |       | 13       |
| SECTION 2.07. |       | Temporary Debt Securities                                                            |       | 14       |
| SECTION 2.08. |       | Payment of Interest                                                                  |       | 14       |
| SECTION 2.09. |       | Cancellation of Debt Securities Paid, etc.                                           |       | 16       |
| SECTION 2.10. |       | Computation of Interest                                                              |       | 16       |
| SECTION 2.11. |       | Extension of Interest Payment Period                                                 |       | 18       |
| SECTION 2.12. |       | CUSIP Numbers                                                                        |       | 19       |
| SECTION 2.13. |       | Income Tax Certification                                                             |       | 19       |
|          |       | ARTICLE III                                                                          |       |     |
|          |       | PARTICULAR  COVENANTS OF THE COMPANY                                                 |       |     |
| SECTION 3.01. |       | Payment of Principal, Premium and Interest; Agreed  Treatment of the Debt Securities |       | 19       |
| SECTION 3.02. |       | Offices for Notices and Payments, etc.                                               |       | 20       |
| SECTION 3.03. |       | Appointments to Fill Vacancies in Trustee’s Office                              |       | 21       |
| SECTION 3.04. |       | Provision as to Paying Agent                                                         |       | 21       |
| SECTION 3.05. |       | Certificate to Trustee                                                               |       | 22       |
| SECTION 3.06. |       | Additional Interest                                                                  |       | 22       |
| SECTION 3.07. |       | Compliance with Consolidation Provisions                                             |       | 22       |
| SECTION 3.08. |       | Limitation on Dividends                                                              |       | 23       |
| SECTION 3.09. |       | Covenants as to the Trust                                                            |       | 23       |

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|               |   | ARTICLE IV                                                                                          |   |   |
|---------------|--------|-----------------------------------------------------------------------------------------------------|--------|--------|
|          |   | LISTS AND  REPORTS BY THE COMPANY AND THE TRUSTEE                                                   |   |   |
| SECTION 4.01. |   | Securityholders’ Lists                                                                         |   | 24     |
| SECTION 4.02. |   | Preservation and Disclosure of Lists                                                                |   | 24     |
| SECTION 4.03. |   | Financial and Other Information                                                                     |   | 25     |
|          |   | ARTICLE V                                                                                           |   |   |
|          |   | REMEDIES OF THE  TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT                               |   |   |
| SECTION 5.01. |   | Events of Default                                                                                   |   | 26     |
| SECTION 5.02. |   | Payment of Debt Securities on Default; Suit Therefor                                                |   | 28     |
| SECTION 5.03. |   | Application of Moneys Collected by Trustee                                                          |   | 29     |
| SECTION 5.04. |   | Proceedings by Securityholders                                                                      |   | 30     |
| SECTION 5.05. |   | Proceedings by Trustee                                                                              |   | 30     |
| SECTION 5.06. |   | Remedies Cumulative and Continuing                                                                  |   | 31     |
| SECTION 5.07. |   | Direction of Proceedings and Waiver of Defaults by  Majority of Securityholders                     |   | 31     |
| SECTION 5.08. |   | Notice of Defaults                                                                                  |   | 32     |
| SECTION 5.09. |   | Undertaking to Pay Costs                                                                            |   | 32     |
|          |   | ARTICLE VI                                                                                          |   |   |
|          |   | CONCERNING THE  TRUSTEE                                                                             |   |   |
| SECTION 6.01. |   | Duties and Responsibilities of Trustee                                                              |   | 33     |
| SECTION 6.02. |   | Reliance on Documents, Opinions, etc.                                                               |   | 34     |
| SECTION 6.03. |   | No Responsibility for Recitals, etc.                                                                |   | 35     |
| SECTION 6.04. |   | Trustee, Authenticating Agent, Paying Agents,  Transfer Agents or Registrar May Own Debt Securities |   | 35     |
| SECTION 6.05. |   | Moneys to be Held in Trust                                                                          |   | 35     |
| SECTION 6.06. |   | Compensation and Expenses of Trustee                                                                |   | 36     |
| SECTION 6.07. |   | Officers’ Certificate as Evidence                                                              |   | 37     |
| SECTION 6.08. |   | Eligibility of Trustee                                                                              |   | 37     |
| SECTION 6.09. |   | Resignation or Removal of Trustee, Calculation  Agent, Paying Agent or Debt Security Registrar      |   | 37     |
| SECTION 6.10. |   | Acceptance by Successor                                                                             |   | 39     |

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| SECTION 6.11.  |   | Succession by Merger, etc.                                                   |   | 40     |
|----------------|--------|------------------------------------------------------------------------------|--------|--------|
| SECTION 6.12.  |   | Authenticating Agents                                                        |   | 40     |
|           |   | ARTICLE VII                                                                  |   |   |
|           |   | CONCERNING THE  SECURITYHOLDERS                                              |   |   |
| SECTION 7.01.  |   | Action by Securityholders                                                    |   | 41     |
| SECTION 7.02.  |   | Proof of Execution by Securityholders                                        |   | 42     |
| SECTION 7.03.  |   | Who Are Deemed Absolute Owners                                               |   | 42     |
| SECTION 7.04.  |   | Debt Securities Owned by Company Deemed Not  Outstanding                     |   | 42     |
| SECTION 7.05.  |   | Revocation of Consents; Future Securityholders Bound                         |   | 43     |
|           |   | ARTICLE VIII                                                                 |   |   |
|           |   | SECURITYHOLDERS’  MEETINGS                                              |   |   |
| SECTION 8.01.  |   | Purposes of Meetings                                                         |   | 43     |
| SECTION 8.02.  |   | Call of Meetings by Trustee                                                  |   | 44     |
| SECTION 8.03.  |   | Call of Meetings by Company or Securityholders                               |   | 44     |
| SECTION 8.04.  |   | Qualifications for Voting                                                    |   | 44     |
| SECTION 8.05.  |   | Regulations                                                                  |   | 44     |
| SECTION 8.06.  |   | Voting                                                                       |   | 45     |
| SECTION 8.07.  |   | Quorum; Actions                                                              |   | 45     |
| SECTION 8.08.  |   | Written Consent Without a Meeting                                            |   | 46     |
|           |   | ARTICLE IX                                                                   |   |   |
|           |   | SUPPLEMENTAL  INDENTURES                                                     |   |   |
| SECTION 9.01.  |   | Supplemental Indentures without Consent of  Securityholders                  |   | 47     |
| SECTION 9.02.  |   | Supplemental Indentures with Consent of  Securityholders                     |   | 48     |
| SECTION 9.03.  |   | Effect of Supplemental Indentures                                            |   | 49     |
| SECTION 9.04.  |   | Notation on Debt Securities                                                  |   | 49     |
| SECTION 9.05.  |   | Evidence of Compliance of Supplemental Indenture to  be furnished to Trustee |   | 49     |
|           |   | ARTICLE X                                                                    |   |   |
|           |   | REDEMPTION OF  SECURITIES                                                    |   |   |
| SECTION 10.01. |   | Optional Redemption                                                          |   | 50     |
| SECTION 10.02. |   | Special Event Redemption                                                     |   | 50     |

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| SECTION 10.03. |   | Notice of Redemption; Selection of Debt Securities               |   | 50     |
|----------------|--------|------------------------------------------------------------------|--------|--------|
| SECTION 10.04. |   | Payment of Debt Securities Called for Redemption                 |   | 51     |
|           |   | ARTICLE XI                                                       |   |   |
|           |   | CONSOLIDATION,  MERGER, SALE, CONVEYANCE AND LEASE               |   |   |
| SECTION 11.01. |   | Company May Consolidate, etc., on Certain Terms                  |   | 51     |
| SECTION 11.02. |   | Successor Entity to be Substituted                               |   | 52     |
| SECTION 11.03. |   | Opinion of Counsel to be Given to Trustee                        |   | 53     |
|           |   | ARTICLE XII                                                      |   |   |
|           |   | SATISFACTION AND  DISCHARGE OF INDENTURE                         |   |   |
| SECTION 12.01. |   | Discharge of Indenture                                           |   | 53     |
| SECTION 12.02. |   | Deposited Moneys to be Held in Trust by Trustee                  |   | 54     |
| SECTION 12.03. |   | Paying Agent to Repay Moneys Held                                |   | 54     |
| SECTION 12.04. |   | Return of Unclaimed Moneys                                       |   | 54     |
|           |   | ARTICLE XIII                                                     |   |   |
|           |   | IMMUNITY OF  INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS |   |   |
| SECTION 13.01. |   | Indenture and Debt Securities Solely Corporate  Obligations      |   | 54     |
|           |   | ARTICLE XIV                                                      |   |   |
|           |   | MISCELLANEOUS  PROVISIONS                                        |   |   |
| SECTION 14.01. |   | Successors                                                       |   | 55     |
| SECTION 14.02. |   | Official Acts by Successor Entity                                |   | 55     |
| SECTION 14.03. |   | Surrender of Company Powers                                      |   | 55     |
| SECTION 14.04. |   | Addresses for Notices, etc.                                      |   | 55     |
| SECTION 14.05. |   | Governing Law                                                    |   | 56     |
| SECTION 14.06. |   | Evidence of Compliance with Conditions Precedent                 |   | 56     |
| SECTION 14.07. |   | Non-Business Days                                                |   | 56     |
| SECTION 14.08. |   | Table of Contents, Headings, etc.                                |   | 56     |
| SECTION 14.09. |   | Execution in Counterparts                                        |   | 57     |
| SECTION 14.10. |   | Severability                                                     |   | 57     |
| SECTION 14.11. |   | Assignment                                                       |   | 57     |
| SECTION 14.12. |   | Acknowledgment of Rights                                         |   | 57     |

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|                |   | ARTICLE XV                                             |   |   |
|----------------|--------|--------------------------------------------------------|--------|--------|
|           |   | SUBORDINATION OF  DEBT SECURITIES                      |   |   |
| SECTION 15.01. |   | Agreement to Subordinate                               |   | 58     |
| SECTION 15.02. |   | Default on Senior Indebtedness                         |   | 58     |
| SECTION 15.03. |   | Liquidation; Dissolution; Bankruptcy                   |   | 58     |
| SECTION 15.04. |   | Subrogation                                            |   | 60     |
| SECTION 15.05. |   | Trustee to Effectuate Subordination                    |   | 61     |
| SECTION 15.06. |   | Notice by the Company                                  |   | 61     |
| SECTION 15.07. |   | Rights of the Trustee, Holders of Senior  Indebtedness |   | 61     |
| SECTION 15.08. |   | Subordination May Not Be Impaired                      |   | 62     |
|           |   |                                                   |   |   |
| EXHIBITS       |   |                                                   |   |   |
|           |   |                                                   |   |   |
| EXHIBIT A      |   | FORM OF DEBT SECURITY                                  |   |   |

 

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THISINDENTURE, dated as of October 27, 2006, between Chino Commercial Bancorp, abank holding company incorporated in California (hereinafter sometimes calledthe “Company”), and U.S. Bank National Association as trustee (hereinaftersometimes called the “Trustee”).

W I T N E S S E T H:

WHEREAS,for its lawful corporate purposes, the Company has duly authorized the issuanceof its Junior Subordinated Debt Securities due December 15, 2036 (the “DebtSecurities”) under this Indenture and to provide, among other things, for theexecution and authentication, delivery and administration thereof, the Companyhas duly authorized the execution of this Indenture.

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

ARTICLEIDEFINITIONS

SECTION 1.01. Definitions.

Theterms defined in this Section 1.01 (except as herein otherwise expresslyprovided or unless the context otherwise requires) for all purposes of thisIndenture and of any indenture supplemental hereto shall have the respectivemeanings specified in this Section 1.01. All accounting terms used herein andnot expressly defined shall have the meanings assigned to such terms inaccordance with generally accepted accounting principles and the term “generallyaccepted accounting principles” means such accounting principles as are generallyaccepted in the United States at the time of any computation. The words “herein,”“hereof” and “hereunder” and other words of similar import refer to thisIndenture as a whole and not to any particular Article, Section or othersubdivision.

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

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

“Authenticating Agent”means any agent or agents of the Trustee which at the time shall be appointedand acting pursuant to Section 6.12.

“Bankruptcy Law” meansTitle 11, U.S. Code, or any similar federal or state law for the relief ofdebtors.

“Board of Directors”means the board of directors or the executive committee or any other dulyauthorized designated officers of the Company.

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“Board Resolution” meansa copy of a resolution certified by the Secretary or an Assistant Secretary ofthe Company to have been duly adopted by the Board of Directors and to be infull force and effect on the date of such certification and delivered to theTrustee.

“Business Day” means anyday other than a Saturday, Sunday or any other day on which bankinginstitutions in Boston, Massachusetts, New York City or the city of thePrincipal Office of the Trustee or the Company are permitted or required by anyapplicable law or executive order to close.

“Calculation Agent” meansthe Person identified as “Trustee” in the first paragraph hereof with respectto the Debt Securities and the Institutional Trustee with respect to the TrustSecurities.

“Capital Securities”means undivided beneficial interests in the assets of the Trust which aredesignated as “TP Securities” and rank pari passu with Common Securities issuedby the Trust; provided, however, that if an Event of Default (as defined in theDeclaration) has occurred and is continuing, the rights of holders of suchCommon Securities to payment in respect of distributions and payments uponliquidation, redemption and otherwise are subordinated to the rights of holdersof such Capital Securities.

“Capital SecuritiesGuarantee” means the guarantee agreement that the Company will enter into withU.S. Bank National Association or other Persons that operates directly orindirectly for the benefit of holders of Capital Securities of the Trust.

“Capital Treatment Event”means, if the Company is organized and existing under the laws of the UnitedStates or any state thereof or the District of Columbia, the receipt by theCompany and the Trust of an Opinion of Counsel experienced in such matters tothe effect that, as a result of (a) any amendment to, or change in, the laws,rules or regulations of the United States or any political subdivision thereofor therein, or any rules, guidelines or policies of any applicable regulatoryauthority for the Company or (b) any official or administrative pronouncementor action or decision interpreting or applying such laws, rules or regulations,which amendment or change is effective or which pronouncement, action ordecision is announced on or after the date of original issuance of the DebtSecurities, there is more than an insubstantial risk that, within 90 days ofthe receipt of such opinion, the aggregate Liquidation Amount of the CapitalSecurities will not be eligible to be treated by the Company as “Tier 1 Capital”(or the then equivalent thereof) for purposes of the capital adequacyguidelines of the Federal Reserve (or any successor regulatory authority withjurisdiction over bank or financial holding companies), as then in effect andapplicable to the Company (or if the Company is not a bank holding company,such guidelines applied to the Company as if the Company were subject to suchguidelines); provided, however, that the inability of the Company to treat allor any portion of the aggregate Liquidation Amount of the Capital Securities asTier 1 Capital shall not constitute the basis for a Capital TreatmentEvent, if such inability results from the Company having cumulative preferredstock, minority interests in consolidated subsidiaries, or any other class ofsecurity or interest which the Federal Reserve or OTS, as applicable, may nowor hereafter accord Tier 1 Capital treatment in excess of the amount whichmay now or hereafter qualify for treatment as Tier 1 Capital underapplicable capital adequacy guidelines; provided further, however, that thedistribution of the Debt Securities in connection with the liquidation of 

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the Trust by the Company shall not in and of itselfconstitute a Capital Treatment Event unless such liquidation shall haveoccurred in connection with a Tax Event or an Investment Company Event.

“Certificate” means acertificate signed by any one of the principal executive officer, the principalfinancial officer or the principal accounting officer of the Company.

“Common Securities” meansundivided beneficial interests in the assets of the Trust which are designatedas “Common Securities” and rank pari passu with Capital Securities issued bythe Trust; provided, however, that if an Event of Default (as defined in theDeclaration) has occurred and is continuing, the rights of holders of suchCommon Securities to payment in respect of distributions and payments uponliquidation, redemption and otherwise are subordinated to the rights of holdersof such Capital Securities.

“Company” means ChinoCommercial Bancorp, a bank holding company incorporated in California, and,subject to the provisions of Article XI, shall include its successors andassigns.

“Debt Security” or “DebtSecurities” has the meaning stated in the first recital of this Indenture.

“Debt Security Register”has the meaning specified in Section 2.05.

“Debt Security Registrar”has the meaning specified in Section 2.05.

“Declaration” means theAmended and Restated Declaration of Trust of the Trust dated as of October 27,2006, as amended or supplemented from time to time.

“Default” means anyevent, act or condition that with notice or lapse of time, or both, wouldconstitute an Event of Default.

“Defaulted Interest” hasthe meaning set forth in Section 2.08.

“Deferred Interest” hasthe meaning set forth in Section 2.11.

“Event of Default” meansany event specified in Section 5.01, which has continued for the period oftime, if any, and after the giving of the notice, if any, therein designated.

“Exchange Act” means theSecurities Exchange Act of 1934, as amended from time to time, or any successorlegislation.

“Extension Period” hasthe meaning set forth in Section 2.11.

“Federal Reserve” meansthe Board of Governors of the Federal Reserve System.

“Fixed Rate” means a perannum rate of interest, equal to 6.795% commencing October 27, 2006.

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“Fixed Rate Period” hasthe meaning assigned to it in Section 2.10(a).

“Indenture” means thisinstrument as originally executed or, if amended or supplemented as hereinprovided, as so amended or supplemented, or both.

“Initial Purchaser” means the initial purchaser of theCapital Securities.

“Institutional Trustee”has the meaning set forth in the Declaration.

“Interest Payment Date”means March 15, June 15, September 15 and December 15 of each year, commencingon December 15, 2006, during the term of this Indenture.

“Interest Payment Period” means the period from andincluding an Interest Payment Date, or in the case of the first InterestPayment Period, the original date of issuance of the Debt Securities, to, butexcluding, the next succeeding Interest Payment Date or, in the case of thelast Interest Payment Period, the Redemption Date, Special Redemption Date orMaturity Date, as the case may be.

“Interest Rate” means theFixed Rate and Variable Rate, as applicable.

“Investment Company Event”means the receipt by the Company and the Trust of an Opinion of Counselexperienced in such matters to the effect that, as a result of a change in lawor regulation or written change in interpretation or application of law orregulation by any legislative body, court, governmental agency or regulatoryauthority, there is more than an insubstantial risk that the Trust is or,within 90 days of the date of such opinion will be, considered an “investmentcompany” that is required to be registered under the Investment Company Act of1940, as amended, which change or prospective change becomes effective or wouldbecome effective, as the case may be, on or after the date of the originalissuance of the Debt Securities.

“LIBOR” means the LondonInterbank Offered Rate for U.S. Dollar deposits in Europe as determined by theCalculation Agent according to Section 2.10(b).

“LIBOR Banking Day” hasthe meaning set forth in Section 2.10(b)(1).

“LIBOR Business Day” hasthe meaning set forth in Section 2.10(b)(1).

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

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

“Maturity Date” meansDecember 15, 2036.

“Notice” has the meaningset forth in Section 2.11.

“Officers’ Certificate”means a certificate signed by the Chairman of the Board, the Vice Chairman, thePresident or any Vice President, and by the Chief Financial Officer, theTreasurer, an Assistant Treasurer, the Comptroller, an Assistant Comptroller,the Secretary or an 

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Assistant Secretary of the Company, and delivered tothe Trustee. Each such certificate shall include the statements provided for inSection 14.06 if and to the extent required by the provisions of such Section.

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

“OTS” means the Office ofThrift Supervision and any successor federal agency that is primarilyresponsible for regulating the activities of savings and loan holdingcompanies.

“Outstanding” means, whenused with reference to Debt Securities, subject to the provisions of Section7.04, as of any particular time, all Debt Securities authenticated anddelivered by the Trustee or the Authenticating Agent under this Indenture,except

(a)           Debt Securities theretofore canceledby the Trustee or the Authenticating Agent or delivered to the Trustee forcancellation;

(b)           Debt Securities, or portions thereof,for the payment or redemption of which moneys in the necessary amount shallhave been deposited in trust with the Trustee or with any Paying Agent (otherthan the Company) or shall have been set aside and segregated in trust by theCompany (if the Company shall act as its own Paying Agent); provided,that, if such Debt Securities, or portions thereof, are to be redeemed prior tomaturity thereof, notice of such redemption shall have been given as providedin Articles X and XIV or provision satisfactory to the Trustee shall have beenmade for giving such notice; and

(c)           Debt Securities paid pursuant toSection 2.06 or in lieu of or in substitution for which other Debt Securitiesshall have been authenticated and delivered pursuant to the terms of Section2.06 unless proof satisfactory to the Company and the Trustee is presented thatany such Debt Securities are held by bona fide holders in due course.

“Paying Agent” has themeaning set forth in Section 3.04(e).

“Person” means anyindividual, corporation, limited liability company, partnership, joint venture,association, joint-stock company, trust, unincorporated organization orgovernment or any agency or political subdivision thereof.

“Placement Agent” meansCohen & Company.

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

“Principal Office of theTrustee” means the office of the Trustee, at which at any particular time itscorporate trust business shall be principally administered, which at all times 

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shall be located withinthe United States and at the time of the execution of this Indenture shall beOne Federal Street, 3rd Floor, Boston, Massachusetts 02110.

“Redemption Date” has themeaning set forth in Section 10.01.

“Redemption Price” means100% of the principal amount of the Debt Securities being redeemed plus accruedand unpaid interest on such Debt Securities to the Redemption Date.

“Responsible Officer”means, with respect to the Trustee, any officer within the Principal Office ofthe Trustee with direct responsibility for the administration of the Indenture,including any vice-president, any assistant vice-president, any secretary, anyassistant secretary, the treasurer, any assistant treasurer, any trust officeror other officer of the Principal Office of the Trustee customarily performingfunctions similar to those performed by any of the above designated officersand also means, with respect to a particular corporate trust matter, any otherofficer to whom such matter is referred because of that officer’s knowledge ofand familiarity with the particular subject.

“Securities Act” meansthe Securities Act of 1933, as amended from time to time, or any successorlegislation.

“Securityholder,” “holderof Debt Securities” or other similar terms, means any Person in whose name atthe time a particular Debt Security is registered on the Debt SecurityRegister.

“Senior Indebtedness”means, with respect to the Company, (i) the principal, premium, if any, andinterest in respect of (A) indebtedness of the Company for money borrowed and(B) indebtedness evidenced by securities, debentures, notes, bonds or othersimilar instruments issued by the Company; (ii) all capital lease obligationsof the Company; (iii) all obligations of the Company issued or assumed as thedeferred purchase price of property, all conditional sale obligations of theCompany and all obligations of the Company under any title retention agreement(but excluding trade accounts payable arising in the ordinary course ofbusiness); (iv) all obligations of the Company for the reimbursement of anyletter of credit, any banker’s acceptance, any security purchase facility, anyrepurchase agreement or similar arrangement, any interest rate swap, any otherhedging arrangement, any obligation under options or any similar credit orother transaction; (v) all obligations of the type referred to in clauses (i)through (iv) above of other Persons for the payment of which the Company isresponsible or liable as obligor, guarantor or otherwise; and (vi) allobligations of the type referred to in clauses (i) through (v) above of otherPersons secured by any lien on any property or asset of the Company (whether ornot such obligation is assumed by the Company), whether incurred on or prior tothe date of this Indenture or thereafter incurred, unless, with the priorapproval of the Federal Reserve if not otherwise generally approved, it isprovided in the instrument creating or evidencing the same or pursuant to whichthe same is outstanding, that such obligations are not superior or are *pari passu* in right of payment to the Debt Securities;provided, however, that Senior Indebtedness shall not include (A) any debtsecurities issued to any trust other than the Trust (or a trustee of suchtrust) that is a financing vehicle of the Company (a “financing entity”), inconnection with the issuance by such financing entity of 

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equity or other securities in transactionssubstantially similar in structure to the transactions contemplated hereunderand in the Declaration, (B) any guarantees of the Company in respect of theequity or other securities of any financing entity referred to in clause (A)above or (C) any other instruments classified as subordinated or *pari passu* to the Debt Securities by the Federal Reservefrom time to time hereafter.

“Special Event” means anyof a Tax Event, an Investment Company Event or a Capital Treatment Event.

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

“Special Redemption Price” means, with respect to theredemption of any Debt Security following a Special Event, an amount in cashequal to 103.525% of the principal amount of Debt Securities to be redeemedprior to December 15, 2007 and thereafter equal to the percentage of theprincipal amount of the Debt Securities that is specified below for the SpecialRedemption Date plus, in each case, unpaid interest accrued thereon to theSpecial Redemption Date:  

| Special Redemption During  the  12-Month Period Beginning December 15 | ** ** | **Percentage of Principal Amount** |
|-----------------------------------------------------------------------|------------|------------------------------------|
|                                                                  |       |                               |
| 2007                                                                  |       | 103.140%                           |
| 2008                                                                  |       | 102.355%                           |
| 2009                                                                  |       | 101.570%                           |
| 2010                                                                  |       | 100.785%                           |
| 2011 and thereafter                                                   |       | 100.000%                           |

 

“Subsidiary” means, withrespect to any Person, (i) any corporation, at least a majority of theoutstanding voting stock of which is owned, directly or indirectly, by suchPerson or by one or more of its Subsidiaries, or by such Person and one or moreof its Subsidiaries, (ii) any general partnership, joint venture or similarentity, at least a majority of the outstanding partnership or similar interestsof which shall at the time be owned by such Person, or by one or more of itsSubsidiaries, or by such Person and one or more of its Subsidiaries, and (iii)any limited partnership of which such Person or any of its Subsidiaries is ageneral partner. For the purposes of this definition, “voting stock” meansshares, interests, participations or other equivalents in the equity interest(however designated) in such Person having ordinary voting power for theelection of a majority of the directors (or the equivalent) of such Person,other than shares, interests, participations or other equivalents having suchpower only by reason of the occurrence of a contingency.

“Tax Event” means thereceipt by the Company and the Trust of an Opinion of Counsel experienced insuch matters to the effect that, as a result of any amendment to or change(including any announced prospective change) in the laws or any regulationsthereunder of the United States or any political subdivision or taxingauthority thereof or therein, or as a result of any official administrativepronouncement (including any private letter ruling, technical advicememorandum, regulatory procedure, notice or announcement (an “AdministrativeAction”)) or judicial decision interpreting or applying such laws or regulations,regardless of whether such 

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Administrative Action or judicial decision is issuedto or in connection with a proceeding involving the Company or the Trust andwhether or not subject to review or appeal, which amendment, clarification,change, Administrative Action or decision is enacted, promulgated or announced,in each case on or after the date of original issuance of the Debt Securities,there is more than an insubstantial risk that: (i) the Trust is, or will bewithin 90 days of the date of such opinion, subject to United States federalincome tax with respect to income received or accrued on the Debt Securities;(ii) if the Company is organized and existing under the laws of the UnitedStates or any state thereof or the District of Columbia, interest payable bythe Company on the Debt Securities is not, or within 90 days of the date ofsuch opinion, will not be, deductible by the Company, in whole or in part, forUnited States federal income tax purposes; or (iii) the Trust is, or will bewithin 90 days of the date of such opinion, subject to or otherwise required topay, or required to withhold from distributions to holders of Trust Securities,more than a de minimis amount of other taxes (including withholding taxes),duties, assessments or other governmental charges.

“Trust” means ChinoStatutory Trust I, the Connecticut statutory trust, or any other similar trustcreated for the purpose of issuing Capital Securities in connection with theissuance of Debt Securities under this Indenture, of which the Company is thesponsor.

“Trust Indenture Act”means the Trust Indenture Act of 1939, as amended from time-to-time, or anysuccessor legislation.

“Trust Securities” meansCommon Securities and Capital Securities of Chino Statutory Trust I.

“Trustee” means thePerson identified as “Trustee” in the first paragraph hereof, and, subject tothe provisions of Article VI hereof, shall also include its successors andassigns as Trustee hereunder.

“United States” means theUnited States of America and the District of Columbia.

“U.S. Person” has themeaning given to United States Person as set forth in Section 7701(a)(30) ofthe Internal Revenue Code of 1986, as amended.

“Variable Rate” means aper annum rate of interest, equal to LIBOR plus 1.68%, as determined on theLIBOR Determination Date preceding each Interest Payment Date, reset quarterly,commencing upon expiration of the Fixed Rate Period.

ARTICLEII

DEBTSECURITIES

SECTION 2.01. Authenticationand Dating.

Uponthe execution and delivery of this Indenture, or from time to time thereafter,Debt Securities in an aggregate principal amount not in excess of $3,093,000may be executed and delivered by the Company to the Trustee for authentication,and the Trustee shall thereupon authenticate and make available for deliverysaid Debt Securities to or upon the written order of 

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the Company, signed by its Chairman of the Board ofDirectors, Vice Chairman, President or Chief Financial Officer or one of itsVice Presidents, without any further action by the Company hereunder. Inauthenticating such Debt Securities, and accepting the additionalresponsibilities under this Indenture in relation to such Debt Securities, theTrustee shall be entitled to receive, and (subject to Section 6.01) shall befully protected in relying upon a copy of any Board Resolution or BoardResolutions relating thereto and, if applicable, an appropriate record of anyaction taken pursuant to such resolution, in each case certified by theSecretary or an Assistant Secretary or other officers with appropriatedelegated authority of the Company as the case may be.

TheTrustee shall have the right to decline to authenticate and deliver any DebtSecurities under this Section if the Trustee, being advised by counsel,determines that such action may not lawfully be taken or if a ResponsibleOfficer of the Trustee in good faith shall determine that such action wouldexpose the Trustee to personal liability to existing Securityholders. TheTrustee shall also be entitled to receive an opinion of counsel to the effectthat (1) all conditions precedent to the execution, delivery and authenticationof the Securities have been complied with; (2) the Securities are not requiredto be registered under the Securities Act; and (3) the Indenture is not requiredto be qualified under the Trust Indenture Act.

Thedefinitive Debt Securities shall be typed, printed, lithographed or engraved onsteel engraved borders or may be produced in any other manner, all asdetermined by the officers executing such Debt Securities, as evidenced bytheir execution of such Debt Securities.

SECTION 2.02. Formof Trustee’s Certificate of Authentication.

TheTrustee’s certificate of authentication on all Debt Securities shall be insubstantially the following form:

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

U.S.Bank National Association, not in its individual capacity but solely as Trustee
|   | By     |                 |   |
|--------|--------|----------------------|--------|
|   |   | Authorized Signatory |   |

 

SECTION 2.03. Formand Denomination of Debt Securities.

TheDebt Securities shall be substantially in the form of Exhibit A hereto. TheDebt Securities shall be in registered, certificated form without coupons andin minimum denominations of $100,000 and any multiple of $1,000 in excessthereof. The Debt Securities shall be numbered, lettered, or otherwisedistinguished in such manner or in accordance with such plans as the officersexecuting the same may determine with the approval of the Trustee as evidencedby the execution and authentication thereof.

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SECTION 2.04. Executionof Debt Securities.

TheDebt Securities shall be signed in the name and on behalf of the Company by themanual or facsimile signature of any of its Chairman of the Board of Directors,Vice Chairman, President or Chief Financial Officer or one of its ExecutiveVice Presidents, Senior Vice Presidents or Vice Presidents, under its corporateseal (if legally required), which may be affixed thereto or printed, engravedor otherwise reproduced thereon, by facsimile or otherwise, and which need notbe attested. Only such Debt Securities as shall bear thereon a certificate ofauthentication substantially in the form herein before recited, executed by theTrustee or the Authenticating Agent by the manual signature of an authorizedofficer, shall be entitled to the benefits of this Indenture or be valid orobligatory for any purpose. Such certificate by the Trustee or theAuthenticating Agent upon any Debt Security executed by the Company shall beconclusive evidence that the Debt Security so authenticated has been dulyauthenticated and delivered hereunder and that the Securityholder is entitledto the benefits of this Indenture.

Incase any officer of the Company who shall have signed any of the DebtSecurities shall cease to be such officer before the Debt Securities so signedshall have been authenticated and delivered by the Trustee or theAuthenticating Agent, or disposed of by the Company, such Debt Securitiesnevertheless may be authenticated and delivered or disposed of as though the Personwho signed such Debt Securities had not ceased to be such officer of theCompany; and any Debt Security may be signed on behalf of the Company by suchPersons as, at the actual date of the execution of such Debt Security, shall bethe proper officers of the Company, although at the date of the execution ofthis Indenture any such person was not such an officer.

EveryDebt Security shall be dated the date of its authentication.

SECTION 2.05. Exchangeand Registration of Transfer of Debt Securities.

The Trustee,in its capacity as “Debt Security Registrar”, shall cause to be kept, at theoffice or agency maintained for the purpose of registration of transfer and forexchange as provided in Section 3.02, a register (the “Debt Security Register”)for the Debt Securities issued hereunder in which, subject to such reasonableregulations as it may prescribe, the Debt Security Registrar shall provide forthe registration and transfer of all Debt Securities as provided in thisArticle II. Such register shall be in written form or in any other form capableof being converted into written form within a reasonable time.

DebtSecurities to be exchanged may be surrendered at the Principal Office of theTrustee or at any office or agency to be maintained by the Company for suchpurpose as provided in Section 3.02, and the Company shall execute, the Companyor the Trustee shall register and the Trustee or the Authenticating Agent shallauthenticate and make available for delivery in exchange therefor the DebtSecurity or Debt Securities which the Securityholder making the exchange shallbe entitled to receive. Upon due presentment for registration of transfer ofany Debt Security at the Principal Office of the Trustee or at any office oragency of the Company maintained for such purpose as provided in Section 3.02,the Company shall execute, the Company or the Trustee shall register and theTrustee or the Authenticating Agent shall authenticate and make available fordelivery in the name of the transferee or transferees a 

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new Debt Security for a like aggregate principalamount. Registration or registration of transfer of any Debt Security by theTrustee or by any agent of the Company appointed pursuant to Section 3.02, anddelivery of such Debt Security, shall be deemed to complete the registration orregistration of transfer of such Debt Security.

AllDebt Securities presented for registration of transfer or for exchange orpayment shall (if so required by the Company or the Trustee or theAuthenticating Agent) be duly endorsed by, or be accompanied by, a writteninstrument or instruments of transfer in form satisfactory to the Company andeither the Trustee or the Authenticating Agent duly executed by, theSecurityholder or such Securityholder’s attorney duly authorized in writing.

Neitherthe Trustee nor the Debt Security Registrar shall be responsible forascertaining whether any transfer hereunder complies with the registrationprovisions of or any exemptions from the Securities Act (under and as definedin the Declaration), applicable state securities laws or the applicable laws ofany other jurisdiction, ERISA, the United States Internal Revenue Code of 1986,as amended, or the Investment Company Act (under and as defined in theDeclaration).

Noservice charge shall be made for any exchange or registration of transfer ofDebt Securities, but the Company or the Trustee may require payment of a sumsufficient to cover any tax, fee or other governmental charge that may beimposed in connection therewith.

TheCompany or the Trustee shall not be required to exchange or register a transferof any Debt Security for a period of 15 days immediately preceding the date ofselection of Debt Securities for redemption.

Notwithstandingthe foregoing, Debt Securities may not be transferred except in compliance withthe restricted securities legend set forth below, unless otherwise determinedby the Company in accordance with applicable law, which legend shall be placedon each Debt Security:

THISSECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED(THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLESECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREINMAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISEDISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION ISEXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIESACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELLOR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TORULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON THE HOLDERREASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIEDINSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE INRELIANCE ON RULE 144A, (C) TO A “NON U.S. PERSON” IN AN “OFFSHORE TRANSACTION”PURSUANT TO REGULATIONS 

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UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTIONFROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN “ACCREDITEDINVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT,OR FOR THE ACCOUNT OF SUCH AN “ACCREDITED INVESTOR,” FOR INVESTMENT PURPOSESAND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANYDISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHERAVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFERPURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OFCOUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT INACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THECOMPANY. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT ITWILL COMPLY WITH THE FOREGOING RESTRICTIONS.

THEHOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS ANDWARRANTS THAT IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THISSECURITY UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT ORAN APPLICABLE EXEMPTION THEREFROM.

THEHOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS ANDWARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OROTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOMESECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNALREVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (EACH A “PLAN”), OR AN ENTITYWHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’SINVESTMENT IN THE ENTITY AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAYACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER ORHOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OFLABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY ISNOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECTTO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANYINTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDINGTHEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANINGOF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE ISAPPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFITPLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEEBENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOTRESULT IN A PROHIBITED TRANSACTION UNDER SECTION 

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406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THEREIS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

INCONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THECOMPANY AND TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIREDBY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOINGRESTRICTIONS.

THISSECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING APRINCIPAL AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESSTHEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING A PRINCIPALAMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECTWHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDEROF THIS SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OFDISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMEDTO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY.

THISOBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANYAGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCECORPORATION. THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS ANDTHE CLAIMS OF GENERAL AND SECURED CREDITORS OF THE COMPANY, IS INELIGIBLE ASCOLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES AND IS NOTSECURED.

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

Incase any Debt Security shall become mutilated or be destroyed, lost or stolen,the Company shall execute, and upon its written request the Trustee shallauthenticate and deliver, a new Debt Security bearing a number notcontemporaneously outstanding, in exchange and substitution for the mutilatedDebt Security, or in lieu of and in substitution for the Debt Security sodestroyed, lost or stolen. In every case the applicant for a substituted DebtSecurity shall furnish to the Company and the Trustee such security orindemnity as may be required by them to save each of them harmless, and, inevery case of destruction, loss or theft, the applicant shall also furnish to theCompany and the Trustee evidence to their satisfaction of the destruction, lossor theft of such Debt Security and of the ownership thereof.

TheTrustee may authenticate any such substituted Debt Security and deliver thesame upon the written request or authorization of any officer of the Company.Upon the issuance of any substituted Debt Security, the Company may require thepayment of a sum sufficient to cover any tax or other governmental charge thatmay be imposed in relation thereto and any other expenses connected therewith.In case any Debt Security which has matured or is about to mature or has beencalled for redemption in full shall become mutilated or be destroyed, lost orstolen, the Company may, instead of issuing a substitute Debt Security, pay orauthorize the payment of the same (without surrender thereof except in the caseof a mutilated Debt Security) 

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if the applicant for such payment shall furnish to theCompany and the Trustee such security or indemnity as may be required by themto save each of them harmless and, in case of destruction, loss or theft,evidence satisfactory to the Company and to the Trustee of the destruction,loss or theft of such Security and of the ownership thereof.

Everysubstituted Debt Security issued pursuant to the provisions of this Section2.06 by virtue of the fact that any such Debt Security is destroyed, lost orstolen shall constitute an additional contractual obligation of the Company,whether or not the destroyed, lost or stolen Debt Security shall be found atany time, and shall be entitled to all the benefits of this Indenture equallyand proportionately with any and all other Debt Securities duly issuedhereunder. All Debt Securities shall be held and owned upon the expresscondition that, to the extent permitted by applicable law, the foregoingprovisions are exclusive with respect to the replacement or payment ofmutilated, destroyed, lost or stolen Debt Securities and shall preclude any andall other rights or remedies notwithstanding any law or statute existing orhereafter enacted to the contrary with respect to the replacement or payment ofnegotiable instruments or other securities without their surrender.

SECTION 2.07. TemporaryDebt Securities.

Pendingthe preparation of definitive Debt Securities, the Company may execute and theTrustee shall authenticate and make available for delivery temporary DebtSecurities that are typed, printed or lithographed. Temporary Debt Securitiesshall be issuable in any authorized denomination, and substantially in the formof the definitive Debt Securities but with such omissions, insertions andvariations as may be appropriate for temporary Debt Securities, all as may bedetermined by the Company. Every such temporary Debt Security shall be executedby the Company and be authenticated by the Trustee upon the same conditions andin substantially the same manner, and with the same effect, as the definitiveDebt Securities. Without unreasonable delay, the Company will execute anddeliver to the Trustee or the Authenticating Agent definitive Debt Securitiesand thereupon any or all temporary Debt Securities may be surrendered inexchange therefor, at the Principal Office of the Trustee or at any office oragency maintained by the Company for such purpose as provided in Section 3.02,and the Trustee or the Authenticating Agent shall authenticate and makeavailable for delivery in exchange for such temporary Debt Securities a likeaggregate principal amount of such definitive Debt Securities. Such exchangeshall be made by the Company at its own expense and without any charge thereforexcept that in case of any such exchange involving a registration of transferthe Company may require payment of a sum sufficient to cover any tax, fee orother governmental charge that may be imposed in relation thereto. Until soexchanged, the temporary Debt Securities shall in all respects be entitled tothe same benefits under this Indenture as definitive Debt Securitiesauthenticated and delivered hereunder.

SECTION 2.08. Paymentof Interest.

Duringthe Fixed Rate Period, each Debt Security will bear interest at the Fixed Rate.Thereafter, each Debt Security will bear interest at the then applicableVariable Rate from and including each Interest Payment Date or, in the case ofthe first Interest Payment Period, the original date of issuance of such DebtSecurity to, but excluding, the next succeeding Interest Payment Date or, inthe case of the last Interest Payment Period, the Redemption Date, Special 

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Redemption Date or Maturity Date, as applicable, onthe principal thereof, on any overdue principal and (to the extent that paymentof such interest is enforceable under applicable law) on Deferred Interest andon any overdue installment of interest (including Defaulted Interest), payable oneach Interest Payment Date commencing on December 15, 2011. Interest and anyDeferred Interest on any Debt Security that is payable, and is punctually paidor duly provided for by the Company, on any Interest Payment Date shall be paidto the Person in whose name said Debt Security (or one or more PredecessorSecurities) is registered at the close of business on the regular record datefor such interest installment, except that interest and any Deferred Interestpayable on the Maturity Date, the Redemption Date (to the extent redeemed) orthe Special Redemption Date shall be paid to the Person to whom principal ispaid. In the event that any Debt Security or portion thereof is called forredemption and the redemption date is subsequent to a regular record date withrespect to any Interest Payment Date and either on or prior to such InterestPayment Date, interest on such Debt Security will be paid upon presentation andsurrender of such Debt Security.

Anyinterest on any Debt Security, other than Deferred Interest, that is payable,but is not punctually paid or duly provided for by the Company, on any InterestPayment Date (herein called “Defaulted Interest”) shall forthwith cease to bepayable to the registered Securityholder on the relevant regular record date byvirtue of having been such Securityholder, and such Defaulted Interest shall bepaid by the Company to the Persons in whose names such Debt Securities (ortheir respective Predecessor Securities) are registered at the close ofbusiness on a special record date for the payment of such Defaulted Interest,which shall be fixed in the following manner: the Company shall notify theTrustee in writing of the amount of Defaulted Interest proposed to be paid oneach such Debt Security and the date of the proposed payment, and at the sametime the Company shall deposit with the Trustee an amount of money equal to theaggregate amount proposed to be paid in respect of such Defaulted Interest orshall make arrangements reasonably satisfactory to the Trustee for such depositprior to the date of the proposed payment, such money when deposited to be heldin trust for the benefit of the Persons entitled to such Defaulted Interest asin this clause provided. Thereupon the Trustee shall fix a special record datefor the payment of such Defaulted Interest which shall not be more than fifteennor less than ten days prior to the date of the proposed payment and not lessthan ten days after the receipt by the Trustee of the notice of the proposedpayment. The Trustee shall promptly notify the Company of such special recorddate and, in the name and at the expense of the Company, shall cause notice ofthe proposed payment of such Defaulted Interest and the special record datetherefor to be mailed, first class postage prepaid, to each Securityholder athis or her address as it appears in the Debt Security Register, not less thanten days prior to such special record date. Notice of the proposed payment ofsuch Defaulted Interest and the special record date therefor having been mailedas aforesaid, such Defaulted Interest shall be paid to the Persons in whosenames such Debt Securities (or their respective Predecessor Securities) areregistered on such special record date and thereafter the Company shall have nofurther payment obligation in respect of the Defaulted Interest.

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

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Theterm “regular record date” as used in this Indenture shall mean the fifteenthday prior to the applicable Interest Payment Date whether or not such date is aBusiness Day.

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

SECTION 2.09. Cancellationof Debt Securities Paid, etc.

AllDebt Securities surrendered for the purpose of payment, redemption, exchange orregistration of transfer, shall, if surrendered to the Company or any PayingAgent, be surrendered to the Trustee and promptly canceled by it, or, ifsurrendered to the Trustee, shall be promptly canceled by it, and no DebtSecurities shall be issued in lieu thereof except as expressly permitted by anyof the provisions of this Indenture. The Trustee shall dispose of all canceledDebt Securities in accordance with its customary practices, unless the Companyotherwise directs the Trustee in writing, in which case the Trustee shalldispose of such Debt Securities as directed by the Company. If the Companyshall acquire any of the Debt Securities, however, such acquisition shall notoperate as a redemption or satisfaction of the indebtedness represented by suchDebt Securities unless and until the same are surrendered to the Trustee forcancellation.

SECTION 2.10. Computationof Interest.

(a)           From October 27, 2006 until December15, 2011 (the “Fixed Rate Period”), the interest shall be computed on the basisof a 360-day year of twelve 30-day months and the amount payable for anypartial period shall be computed on the basis of the number of days elapsed ina 360-day year of twelve 30-day months. Upon expiration of the Fixed RatePeriod, the amount of interest payable for any Interest Payment Period will becomputed on the basis of a 360-day year and the actual number of days elapsedin the relevant interest period; provided, however, that upon theoccurrence of a Special Event Redemption pursuant to Section 10.02 the amountspayable pursuant to this Indenture shall be calculated as set forth in thedefinition of Special Redemption Price.

(b)           Upon expiration of the Fixed RatePeriod, LIBOR, for any Interest Payment Period, shall be determined by theCalculation Agent in accordance with the following provisions:

(1)           On the second LIBOR Business Day(provided, that on such day commercial banks are open for business (includingdealings in foreign currency deposits) in London (a “LIBOR Banking Day”), andotherwise the next preceding LIBOR Business Day that is also a LIBOR BankingDay) prior to March 15, June 15, September 15 and December 15 (or, with respectto the first Interest Payment Period upon expiration of the Fixed Rate Period,on December 15, 2011)  (each such day, a “LIBORDetermination Date” for the following Interest Payment Period), the CalculationAgent shall obtain the rate for three-month U.S. Dollar deposits in Europe,which appears on Telerate Page 3750 (as defined in the 

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International Swaps andDerivatives Association, Inc. 2000 Interest Rate and Currency ExchangeDefinitions) or such other page as may replace such Telerate Page 3750 on theMoneyline Telerate, Inc. service (or such other service or services as may benominated by the British Banker’s Association as the information vendor for thepurpose of displaying London Interbank offered rates for U.S. dollar deposits),as of 11:00 a.m. (London time) on such LIBOR Determination Date, and the rateso obtained shall be LIBOR for such Interest Payment Period. “LIBOR BusinessDay” means any day that is not a Saturday, Sunday or other day on whichcommercial banking institutions in The City of New York or Boston,Massachusetts are authorized or obligated by law or executive order to beclosed. If such rate is superseded on Telerate Page 3750 by a corrected ratebefore 12:00 noon (London time) on the same LIBOR Determination Date, thecorrected rate as so substituted will be LIBOR for that Interest PaymentPeriod.

(2)           If, on any LIBOR Determination Date,such rate does not appear on Telerate Page 3750 or such other page as mayreplace such Telerate Page 3750 on the Moneyline Telerate, Inc. service (orsuch other service or services as may be nominated by the British Banker’sAssociation as the information vendor for the purpose of displaying LondonInterbank offered rates for U.S. dollar deposits), the Calculation Agent shalldetermine the arithmetic mean of the offered quotations of the Reference Banks(as defined below) to leading banks in the London Interbank market forthree-month U.S. Dollar deposits in Europe (in an amount determined by theCalculation Agent) by reference to requests for quotations as of approximately11:00 a.m. (London time) on the LIBOR Determination Date made by theCalculation Agent to the Reference Banks. If, on any LIBOR Determination Date,at least two of the Reference Banks provide such quotations, LIBOR shall equal thearithmetic mean of such quotations. If, on any LIBOR Determination Date, onlyone or none of the Reference Banks provide such a quotation, LIBOR shall bedeemed to be the arithmetic mean of the offered quotations that at least twoleading banks in the City of New York (as selected by the Calculation Agent)are quoting on the relevant LIBOR Determination Date for three-month U.S.Dollar deposits in Europe at approximately 11:00 a.m. (London time) (in anamount determined by the Calculation Agent). As used herein, “Reference Banks”means four major banks in the London Interbank market selected by theCalculation Agent.

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

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

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(d)           Assoon as practicable following each LIBOR Determination Date, but in no eventlater than the 30th day following such LIBOR Determination Date,the Calculation Agent shall notify, in writing, the Company and the PayingAgent of the applicable Interest Rate in effect for the related InterestPayment Period. The Calculation Agent shall, upon the request of anySecurityholder, provide the Interest Rate then in effect. All calculations madeby the Calculation Agent in the absence of manifest error shall be conclusivefor all purposes and binding on the Company and the Securityholders. Any errorin a calculation of the Interest Rate by the Calculation Agent may be correctedat any time by the delivery of notice of such corrected Interest Rate asprovided above. The Paying Agent shall be entitled to rely on informationreceived from the Calculation Agent or the Company as to the Interest Rate. TheCompany shall, from time to time, provide any necessary information to thePaying Agent relating to any original issue discount and interest on the DebtSecurities that is included in any payment and reportable for taxable incomecalculation purposes. Failure to notify the Company, or the Paying Agent of theapplicable Interest Rate shall not affect the obligation of the Company to makepayment on Debentures at such Interest Rate.

SECTION 2.11. Extensionof Interest Payment Period.

Solong as no Event of Default pursuant to paragraphs (c), (e), (f) or (g) ofSection 5.01 of the Indenture has occurred and is continuing, the Company shallhave the right under the Indenture, from time to time and without causing anEvent of Default, to defer payments of interest on the Debt Securities byextending the interest distribution period on the Debt Securities at any timeand from time to time during the term of the Debt Securities, for up to twentyconsecutive quarterly periods (each such extended interest distribution period,an “Extension Period”), during which Extension Period no interest shall be dueand payable (except any Additional Interest that may be due and payable). NoExtension Period may end on a date other than an Interest Payment Date. Duringany Extension Period, interest will continue to accrue on the Debt Securities,and interest on such accrued interest (such accrued interest and interestthereon referred to herein as “Deferred Interest”) will accrue at an annualrate equal to the Interest Rate applicable during such Extension Period,compounded quarterly from the date such Deferred Interest would have beenpayable were it not for the Extension Period, to the extent permitted by law.At the end of any such Extension Period the Company shall pay all DeferredInterest then accrued and unpaid on the Debt Securities; provided, however,that no Extension Period may extend beyond the Maturity Date, Redemption Date(to the extent redeemed) or Special Redemption Date; and providedfurther,however, that during any such Extension Period, the Company shall be subjectto the restrictions set forth in Section 3.08 of this Indenture. Prior to thetermination of any Extension Period, the Company may further extend suchperiod, provided, that such period together with all such previous andfurther consecutive extensions thereof shall not exceed twenty consecutivequarterly periods, or extend beyond the Maturity Date, Redemption Date (to theextent redeemed) or Special Redemption Date. Upon the termination of anyExtension Period and upon the payment of all Deferred Interest, the Company maycommence a new Extension Period, subject to the foregoing requirements. Nointerest or Deferred Interest shall be due and payable during an ExtensionPeriod, except at the end thereof, but Deferred Interest shall accrue upon eachinstallment of interest that would otherwise have been due and payable duringsuch Extension Period until such installment is paid. The Company must give theTrustee notice of its election to begin any Extension Period or extend anExtension Period (“Notice”) not later than the related regular record date forthe relevant Interest Payment 

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Date. The Notice shall describe, in reasonable detail,why the Company has elected to begin an Extension Period. The Notice shallacknowledge and affirm the Company’s understanding that it is prohibited fromissuing dividends and other distributions during the Extension Period. Uponreceipt of the Notice, the Placement Agent shall have the right, at its solediscretion, to disclose the name of the Company, the fact that the Company haselected to begin an Extension Period and other information that such PlacementAgent, at its sole discretion, deems relevant to the Company’s election tobegin an Extension Period. The Trustee shall give notice of the Company’selection to begin a new Extension Period to the Securityholders.

SECTION 2.12. CUSIPNumbers.

TheCompany in issuing the Debt Securities may use a “CUSIP” number (if thengenerally in use), and, if so, the Trustee shall use a “CUSIP” number innotices of redemption as a convenience to Securityholders; provided,that any such notice may state that no representation is made as to thecorrectness of such number either as printed on the Debt Securities or ascontained in any notice of a redemption and that reliance may be placed only onthe other identification numbers printed on the Debt Securities, and any suchredemption shall not be affected by any defect in or omission of such numbers.The Company will promptly notify the Trustee in writing of any change in theCUSIP number.

SECTION 2.13. IncomeTax Certification.

As acondition to the payment of any principal of or interest on the Debt Securitieswithout the imposition of withholding tax, the Trustee shall require theprevious delivery of properly completed and signed applicable U.S. federalincome tax certifications (generally, an Internal Revenue Service Form W-9 (orapplicable successor form) in the case of a person that is a “United Statesperson” within the meaning of Section 7701 (a)(30) of the Code (under and asdefined in the Declaration) or an Internal Revenue Service Form W-8 (orapplicable successor form) in the case of a person that is not a “United Statesperson” within the meaning of Section 7701(a)(30) of the Code, and any othercertification acceptable to it to enable the Trustee or any Paying Agent todetermine their respective duties and liabilities with respect to any taxes orother charges that they may be required to pay, deduct or withhold in respectof such Debt Securities.

ARTICLEIIIPARTICULAR COVENANTS OF THE COMPANY

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

(a)           The Company covenants and agrees thatit will duly and punctually pay or cause to be paid all payments due on theDebt Securities at the place, at the respective times and in the mannerprovided in this Indenture and the Debt Securities. At the option of theCompany, each installment of interest on the Debt Securities may be paid (i) bymailing checks for such interest payable to the order of the Securityholdersentitled thereto as they appear on the Debt Security Register or (ii) by wiretransfer to any account with a banking institution located in the 

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United States designated by such Securityholders tothe Paying Agent no later than the related record date. Notwithstandinganything to the contrary contained in this Indenture or any Debt Security, ifthe Trust or the Trustee of the Trust is the holder of any Debt Security, thenall payments in respect of such Debt Security shall be made by the Company inimmediately available funds when due.

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

(c)           As of the date of this Indenture, theCompany represents that it has no intention to exercise its right under Section2.11 to defer payments of interest on the Debt Securities by commencing anExtension Period.

(d)           As of the date of this Indenture, theCompany represents that the likelihood that it would exercise its right underthis Indenture to defer payments of interest on the Debt Securities bycommencing an Extension Period at any time during which the Debt Securities areoutstanding is remote because of the restrictions that would be imposed on theCompany’s ability to declare or pay dividends or distributions on, or toredeem, purchase or make a liquidation payment with respect to, any of itsoutstanding equity and on the Company’s ability to make any payments ofprincipal of or premium, if any, or interest on, or repurchase or redeem, anyof its debt securities that rank *pari passu* inall respects with or junior in interest to the Debt Securities.

SECTION 3.02. Officesfor Notices and Payments, etc.

Solong as any of the Debt Securities remain outstanding, the Company willmaintain in New York, New York an office or agency where the Debt Securitiesmay be presented for payment, an office or agency where the Debt Securities maybe presented for registration of transfer and for exchange as provided in thisIndenture and an office or agency where notices and demands to or upon theCompany in respect of the Debt Securities or of this Indenture may be served.The Company hereby appoints the Trustee at U.S. Bank National Association, 100Wall Street, 19th Floor, New York, New York 10005, Attention:Corporate Trust Services – Chino Statutory Trust I****as such office or agency. In case the Company shall fail tomaintain any such office or agency in New York, New York or shall fail to givesuch notice of the location or of any change in the location thereof,presentations and demands may be made and notices may be served at thePrincipal Office of the Trustee.

Inaddition to any such office or agency, the Company may from time to timedesignate one or more other offices or agencies where the Debt Securities maybe presented for registration of transfer and for exchange in the mannerprovided in this Indenture, and the 

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Company may from time to time rescind suchdesignation, as the Company may deem desirable or expedient; provided, however,that no such designation or rescission shall in any manner relieve the Companyof its obligation to maintain any such office or agency in New York, New Yorkfor the purposes above mentioned. The Company will give to the Trustee promptwritten notice of any such designation or rescission thereof.

SECTION 3.03. Appointmentsto Fill Vacancies in Trustee’s Office.

TheCompany, whenever necessary to avoid or fill a vacancy in the office ofTrustee, will appoint, in the manner provided in Section 6.09, a Trustee, sothat there shall at all times be a Trustee hereunder.

SECTION 3.04. Provisionas to Paying Agent.

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

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

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

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

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

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

(c)           Anything in this Section 3.04 to thecontrary notwithstanding, the Company may, at any time, for the purpose ofobtaining a satisfaction and discharge with respect to the Debt Securities, orfor any other reason, pay, or direct any Paying Agent to pay to the 

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Trustee all sums held in trust by the Company or anysuch Paying Agent, such sums to be held by the Trustee upon the same terms andconditions herein contained.

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

(e)           The Company hereby initially appointsthe Trustee to act as Paying Agent (the “Paying Agent”).

SECTION 3.05. Certificateto Trustee.

TheCompany will deliver to the Trustee on or before 120 days after the end of eachfiscal year, so long as Debt Securities are outstanding hereunder, aCertificate stating that in the course of the performance by the signers oftheir duties as officers of the Company they would normally have knowledge ofany default by the Company in the performance of any covenants of the Companycontained herein, stating whether or not they have knowledge of any such defaultand, if so, specifying each such default of which the signers have knowledgeand the nature thereof.

SECTION 3.06. AdditionalInterest.

If andfor so long as the Trust is the holder of all Debt Securities and is subject toor otherwise required to pay, or is required to withhold from distributions toholders of Trust Securities, any additional taxes (including withholdingtaxes), duties, assessments or other governmental charges as a result of a TaxEvent, the Company will pay such additional amounts (the “Additional Interest”)on the Debt Securities as shall be required so that the net amounts receivedand retained by the Trust for distribution to holders of Trust Securities afterpaying all taxes (including withholding taxes), duties, assessments or othergovernmental charges will be equal to the amounts the Trust would have receivedand retained for distribution to holders of Trust Securities after paying alltaxes (including withholding taxes on distributions to holders of TrustSecurities), duties, assessments or other governmental charges if no suchadditional taxes, duties, assessments or other governmental charges had beenimposed. Whenever in this Indenture or the Debt Securities there is a referencein any context to the payment of principal of or premium, if any, or intereston the Debt Securities, such mention shall be deemed to include mention ofpayments of the Additional Interest provided for in this paragraph to theextent that, in such context, Additional Interest is, was or would be payablein respect thereof pursuant to the provisions of this paragraph and expressmention of the payment of Additional Interest (if applicable) in any provisionshereof shall not be construed as excluding Additional Interest in thoseprovisions hereof where such express mention is not made; provided, however,that, notwithstanding anything to the contrary contained in this Indenture orany Debt Security, the deferral of the payment of interest during an ExtensionPeriod pursuant to Section 2.11 shall not defer the payment of any AdditionalInterest that may be due and payable.

SECTION 3.07. Compliancewith Consolidation Provisions.

TheCompany will not, while any of the Debt Securities remain outstanding,consolidate with, or merge into any other Person, or merge into itself, orsell, convey, transfer or 

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otherwise dispose of all or substantially all of itsproperty or capital stock to any other Person unless the provisions of ArticleXI hereof are complied with.

SECTION 3.08. Limitationon Dividends.

IfDebt Securities are initially issued to the Trust or a trustee of such Trust inconnection with the issuance of Trust Securities by the Trust (regardless ofwhether Debt Securities continue to be held by such Trust) and (i) there shallhave occurred and be continuing an Event of Default, (ii) the Company shall bein default with respect to its payment of any obligations under the CapitalSecurities Guarantee or (iii) the Company shall have given notice of itselection to defer payments of interest on the Debt Securities by extending theinterest distribution period as provided herein and such period, or anyextension thereof, shall have commenced and be continuing, then the Company maynot (A) declare or pay any dividends or distributions on, or redeem, purchase, acquire,or make a liquidation payment with respect to, any of the Company’s capitalstock or (B) make any payment of principal of or interest or premium, if any,on or repay, repurchase or redeem any debt securities of the Company that rank *pari passu* in all respects with or junior in interest to theDebt Securities or (C) make any payment under any guarantees of the Companythat rank *pari passu* in allrespects with or junior in interest to the Capital Securities Guarantee (otherthan (a) repurchases, redemptions or other acquisitions of shares of capitalstock of the Company (I) in connection with any employment contract, benefitplan or other similar arrangement with or for the benefit of one or moreemployees, officers, directors or consultants, (II) in connection with adividend reinvestment or stockholder stock purchase plan or (III) in connectionwith the issuance of capital stock of the Company (or securities convertibleinto or exercisable for such capital stock), as consideration in an acquisitiontransaction entered into prior to the occurrence of (i), (ii)or (iii) above, (b) as a result of any exchange, reclassification, combinationor conversion of any class or series of the Company’s capital stock (or anycapital stock of a subsidiary of the Company) for any class or series of theCompany’s capital stock or of any class or series of the Company’s indebtednessfor any class or series of the Company’s capital stock, (c) the purchase offractional interests in shares of the Company’s capital stock pursuant to theconversion or exchange provisions of such capital stock or the security beingconverted or exchanged, (d) any declaration of a dividend in connection withany stockholder’s rights plan, or the issuance of rights, stock or otherproperty under any stockholder’s rights plan, or the redemption or repurchaseof rights pursuant thereto, or (e) any dividend in the form of stock, warrants,options or other rights where the dividend stock or the stock issuable uponexercise of such warrants, options or other rights is the same stock as that onwhich the dividend is being paid or ranks *pari passu* withor junior to such stock).

SECTION 3.09. Covenantsas to the Trust.

For solong as such Trust Securities remain outstanding, the Company shall maintain100% ownership of the Common Securities; provided, however, thatany permitted successor of the Company under this Indenture that is a U.S.Person may succeed to the Company’s ownership of such Common Securities. TheCompany, as owner of the Common Securities, shall use commercially reasonableefforts to cause the Trust (a) to remain a statutory trust, except inconnection with a distribution of Debt Securities to the holders of TrustSecurities in liquidation of the Trust, the redemption of all of the Trust Securitiesor certain mergers, consolidations or amalgamations, each as permitted by theDeclaration, (b) to otherwise continue 

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to be classified as a grantor trust for United Statesfederal income tax purposes and (c) to cause each holder of Trust Securities tobe treated as owning an undivided beneficial interest in the Debt Securities.

ARTICLEIVLISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 4.01. Securityholders’Lists.

TheCompany covenants and agrees that it will furnish or cause to be furnished tothe Trustee:

(a)           on each regular record date for anInterest Payment Date, a list, in such form as the Trustee may reasonablyrequire, of the names and addresses of the Securityholders as of such recorddate; and

(b)           at such other times as the Trusteemay request in writing, within 30 days after the receipt by the Company of anysuch request, a list of similar form and content as of a date not more than 15days prior to the time such list is furnished;

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

SECTION 4.02. Preservationand Disclosure of Lists.

(a)           The Trustee shall preserve, in ascurrent a form as is reasonably practicable, all information as to the namesand addresses of the Securityholders (1) contained in the most recent listfurnished to it as provided in Section 4.01 or (2) received by it in thecapacity of Debt Security Registrar (if so acting) hereunder. The Trustee maydestroy any list furnished to it as provided in Section 4.01 upon receipt of anew list so furnished.

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

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

(2)           inform such applicants as to theapproximate number of Securityholders whose names and addresses appear in theinformation preserved at the time by the Trustee in accordance with theprovisions of subsection (a) of 

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this Section 4.02, and as to the approximate cost of mailing to suchSecurityholders the form of proxy or other communication, if any, specified insuch application.

If theCompany shall elect not to afford such applicants access to such information,the Trustee shall, upon the written request of such applicants, mail to eachSecurityholder whose name and address appear in the information preserved atthe time by the Trustee in accordance with the provisions of subsection (a) ofthis Section 4.02 a copy of the form of proxy or other communication which isspecified in such request with reasonable promptness after a tender to theTrustee of the material to be mailed and of payment, or provision for thepayment, of the reasonable expenses of mailing, unless within five days aftersuch tender, the Trustee shall mail to such applicants, and file with theSecurities and Exchange Commission, if permitted or required by applicable law,together with a copy of the material to be mailed, a written statement of theCompany to the effect that such mailing would be contrary to the best interestsof the holders of all Debt Securities, as the case may be, or would be inviolation of applicable law. Such written statement shall specify the basis ofsuch opinion. If said Commission, as permitted or required by applicable law,after opportunity for a hearing upon the objections specified in the writtenstatement so filed, shall enter an order refusing to sustain any of suchobjections or if, after the entry of an order sustaining one or more of suchobjections, said Commission shall find, after notice and opportunity forhearing, that all the objections so sustained have been met and shall enter anorder so declaring, the Trustee shall mail copies of such material to all suchSecurityholders with reasonable promptness after the entry of such order and therenewal of such tender; otherwise the Trustee shall be relieved of anyobligation or duty to such applicants respecting their application.

(c)           Each and every Securityholder, byreceiving and holding the same, agrees with the Company and the Trustee that neitherthe Company nor the Trustee nor any Paying Agent shall be held accountable byreason of the disclosure of any such information as to the names and addressesof the Securityholders in accordance with the provisions of subsection (b) ofthis Section 4.02, regardless of the source from which such information wasderived, and that the Trustee shall not be held accountable by reason ofmailing any material pursuant to a request made under said subsection (b).

SECTION 4.03. Financialand Other Information.

The Company shall deliverto each Securityholder (1) each Report on Form 10-K and Form 10-Q prepared bythe Company and filed with the Securities and Exchange Commission in accordancewith the Exchange Act within 7 days after the filing thereof, (2) if theCompany is not then (y) subject to Section 13 or 15(d) of the Exchange Act or(z) exempt from reporting pursuant to Rule 12g3-2(b) thereunder, the Companyshall be required to provide within 45 days of the end of each calendarquarterly period and 90 days after the end of each calendar year, theinformation required to be provided by Rule 144A(d)(4) under the Securities Actand (3) within 30 days after the end of the fiscal year of the Company, Form1099 or such other annual U.S. federal income tax information statementrequired by the Code containing such information with regard to the DebtSecurities held by such Securityholder as is required by the Code and theincome tax regulations of the U.S. Treasury thereunder.

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The Company will causecopies of its regulatory reports to be delivered to the Securityholder promptlyfollowing their filing with the Federal Reserve.

ARTICLEVREMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT

SECTION 5.01. Eventsof Default.

The followingevents shall be “Events of Default” with respect to Debt Securities:

(a)           the Company defaults in the paymentof any interest upon any Debt Security when it becomes due and payable (unlessthe Company has elected and may defer interest payments pursuant to Section2.11), and continuance of such default for a period of 30 days; for theavoidance of doubt, an extension of any interest distribution period by theCompany in accordance with Section 2.11 of this Indenture shall not constitutea default under this clause 5.01(a); or

(b)           the Company defaults in the paymentof all or any part of the principal of (or premium, if any, on) any DebtSecurities as and when the same shall become due and payable either atmaturity, upon redemption, by declaration of acceleration pursuant to Section5.01 of this Indenture or otherwise; or

(c)           the Company defaults in the paymentof any interest upon any Debt Security when it becomes due and payablefollowing the nonpayment of any such interest for 20 or more consecutivequarterly periods; or

(d)           the Company defaults in theperformance of, or breaches, any of its covenants or agreements in Sections3.06, 3.07, 3.08 or 3.09 of this Indenture (other than a covenant or agreementa default in whose performance or whose breach is elsewhere in this Sectionspecifically dealt with), and continuance of such default or breach for aperiod of 30 days after there has been given, by registered or certified mail,to the Company by the Trustee or to the Company and the Trustee by the holdersof not less than 25% in aggregate principal amount of the outstanding DebtSecurities, a written notice specifying such default or breach and requiring itto be remedied and stating that such notice is a “Notice of Default” hereunder;or

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

(f)            the Company shall commence avoluntary case under any applicable bankruptcy, insolvency or other similar lawnow or hereafter in effect, shall consent to the entry of an order for reliefin an involuntary case under any such law, or shall consent to the appointmentof or taking possession by a receiver, liquidator, assignee, trustee,custodian, 

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sequestrator (or other similar official) of theCompany or of any substantial part of its property, or shall make any generalassignment for the benefit of creditors, or shall fail generally to pay itsdebts as they become due; or

(g)           the Trust shall have voluntarily orinvoluntarily liquidated, dissolved, wound-up its business or otherwiseterminated its existence except in connection with (1) the distribution of theDebt Securities to holders of the Trust Securities in liquidation of theirinterests in the Trust, (2) the redemption of all of the outstanding TrustSecurities or (3) certain mergers, consolidations or amalgamations, each aspermitted by the Declaration.

If anEvent of Default specified under clause (c) of this Section 5.01 occurs and iscontinuing with respect to the Debt Securities, then, and in each and everysuch case, unless the principal of the Debt Securities shall have alreadybecome due and payable, either the Trustee or the holders of not less than 25%in aggregate principal amount of the Debt Securities then outstandinghereunder, by notice in writing to the Company (and to the Trustee if given bySecurityholders), may declare the entire principal of the Debt Securities andany premium and interest accrued, but unpaid, thereon, if any, to be due andpayable immediately, and upon any such declaration the same shall becomeimmediately due and payable. If an Event of Default specified under clause (e),(f) or (g) of this Section 5.01 occurs, then, in each and every such case, theentire principal amount of the Debt Securities and any premium and interestaccrued, but unpaid, thereon shall *ipsofacto*become immediately due and payable without further action.Notwithstanding anything to the contrary in this Section 5.01, if at any timeduring the period in which this Indenture remains in force and effect, theCompany ceases or elects to cease to be subject to the supervision andregulations of the Federal Reserve, OTS, OCC or similar regulatory authorityoverseeing bank, thrift, savings and loan or financial holding companies orsimilar institutions requiring specifications for the treatment of capitalsimilar in nature to the capital adequacy guidelines under the Federal Reserverules and regulations, then the first sentence of this paragraph shall bedeemed to include clauses (a), (b) and (d) under this Section 5.01 as an Eventof Default resulting in an acceleration of payment of the Debt Securities tothe same extent as provided herein for clause (c).

Withrespect to clause (d) of this Section 5.01, the Company agrees that in theevent of a breach by the Company of its covenants or agreements mentionedtherein, any remedy at law or in damages may prove inadequate and therefore theCompany agrees that the Trustee shall be entitled to injunctive relief againstthe Company in the event of any breach or threatened breach by the Company, inaddition to any other relief (including damages) available to the Trustee underthis Indenture or under law.

Theforegoing provisions, however, are subject to the condition that if, at anytime after the principal of the Debt Securities shall have been so declared dueand payable, and before any judgment or decree for the payment of the moneysdue shall have been obtained or entered as hereinafter provided, (i) theCompany shall pay or shall deposit with the Trustee a sum sufficient to pay allmatured installments of interest upon all the Debt Securities and all paymentson the Debt Securities which shall have become due otherwise than byacceleration (with interest upon all such payments and Deferred Interest, tothe extent permitted by law) and

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such amount as shall be sufficient to cover reasonablecompensation to the Trustee and each predecessor Trustee, their respectiveagents, attorneys and counsel, and all other amounts due to the Trusteepursuant to Section 6.06, if any, and (ii) all Events of Default under thisIndenture, other than the non-payment of the payments on Debt Securities whichshall have become due by acceleration, shall have been cured, waived orotherwise remedied as provided herein, and in each and every such case theholders of a majority in aggregate principal amount of the Debt Securities thenoutstanding, by written notice to the Company and to the Trustee, may waive alldefaults and rescind and annul such declaration and its consequences, but nosuch waiver or rescission and annulment shall extend to or shall affect anysubsequent default or shall impair any right consequent thereon; provided,however, that if the Debt Securities are held by the Trust or a trustee of theTrust, such waiver or rescission and annulment shall not be effective until theholders of a majority in aggregate liquidation amount of the outstandingCapital Securities of the Trust shall have consented to such waiver orrescission and annulment.

Incase the Trustee shall have proceeded to enforce any right under this Indentureand such proceedings shall have been discontinued or abandoned because of suchrescission or annulment or for any other reason or shall have been determinedadversely to the Trustee, then and in every such case the Company, the Trusteeand the Securityholders shall be restored respectively to their severalpositions and rights hereunder, and all rights, remedies and powers of theCompany, the Trustee and the Securityholders shall continue as though no suchproceeding had been taken.

SECTION 5.02. Paymentof Debt Securities on Default; Suit Therefor.

TheCompany covenants that upon the occurrence of an Event of Default pursuant toparagraphs (c), (e), (f) or (g) of Section 5.01, and upon demand of theTrustee, the Company will pay to the Trustee, for the benefit of theSecurityholders, the whole amount that then shall have become due and payableon all Debt Securities including Deferred Interest accrued on the DebtSecurities; and, in addition thereto, such further amount as shall besufficient to cover the costs and expenses of collection, including a reasonablecompensation to the Trustee, its agents, attorneys and counsel, and any otheramounts due to the Trustee under Section 6.06. In case the Company shall failforthwith to pay such amounts upon such demand, the Trustee, in its own nameand as trustee of an express trust, shall be entitled and empowered toinstitute any actions or proceedings at law or in equity for the collection ofthe sums so due and unpaid, and may prosecute any such action or proceeding tojudgment or final decree, and may enforce any such judgment or final decreeagainst the Company or any other obligor on such Debt Securities and collect inthe manner provided by law out of the property of the Company or any otherobligor on such Debt Securities wherever situated the moneys adjudged ordecreed to be payable.

Incase there shall be pending proceedings for the bankruptcy or for thereorganization of the Company or any other obligor on the Debt Securities underBankruptcy Law, or in case a receiver or trustee shall have been appointed forthe property of the Company or such other obligor, or in the case of any othersimilar judicial proceedings relative to the Company or other obligor upon theDebt Securities, or to the creditors or property of the Company or such otherobligor, the Trustee, irrespective of whether the principal of the DebtSecurities shall then be due and payable as therein expressed or by declarationof acceleration or otherwise and irrespective of whether the Trustee shall havemade any demand pursuant to the 

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provisions of this Section 5.02, shall be entitled andempowered, by intervention in such proceedings or otherwise, to file and provea claim or claims for the whole amount of principal and interest owing andunpaid in respect of the Debt Securities and, in case of any judicialproceedings, to file such proofs of claim and other papers or documents as maybe necessary or advisable in order to have the claims of the Trustee (includingany claim for reasonable compensation to the Trustee and each predecessor Trustee,and their respective agents, attorneys and counsel, and for reimbursement ofall other amounts due to the Trustee under Section 6.06) and of theSecurityholders allowed in such judicial proceedings relative to the Company orany other obligor on the Debt Securities, or to the creditors or property ofthe Company or such other obligor, unless prohibited by applicable law andregulations, to vote on behalf of the Securityholders in any election of atrustee or a standby trustee in arrangement, reorganization, liquidation orother bankruptcy or insolvency proceedings or Person performing similarfunctions in comparable proceedings, and to collect and receive any moneys orother property payable or deliverable on any such claims, and to distribute thesame after the deduction of its charges and expenses; and any receiver,assignee or trustee in bankruptcy or reorganization is hereby authorized byeach of the Securityholders to make such payments to the Trustee, and, in theevent that the Trustee shall consent to the making of such payments directly tothe Securityholders, to pay to the Trustee such amounts as shall be sufficientto cover reasonable compensation to the Trustee, each predecessor Trustee andtheir respective agents, attorneys and counsel, and all other amounts due tothe Trustee under Section 6.06.

Nothingherein contained shall be construed to authorize the Trustee to authorize orconsent to or accept or adopt on behalf of any Securityholder any plan ofreorganization, arrangement, adjustment or composition affecting the DebtSecurities or the rights of any holder thereof or to authorize the Trustee tovote in respect of the claim of any Securityholder in any such proceeding.

Allrights of action and of asserting claims under this Indenture, or under any ofthe Debt Securities, may be enforced by the Trustee without the possession ofany of the Debt Securities, or the production thereof at any trial or otherproceeding relative thereto, and any such suit or proceeding instituted by theTrustee shall be brought in its own name as trustee of an express trust, andany recovery of judgment shall be for the ratable benefit of theSecurityholders.

In anyproceedings brought by the Trustee (and also any proceedings involving theinterpretation of any provision of this Indenture to which the Trustee shall bea party) the Trustee shall be held to represent all the Securityholders, and itshall not be necessary to make any Securityholders parties to any suchproceedings.

SECTION 5.03. Applicationof Moneys Collected by Trustee.

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

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

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

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

Fourth: The balance, if any, tothe Company.

SECTION 5.04. Proceedingsby Securityholders.

NoSecurityholder shall have any right to institute any suit, action or proceedingfor any remedy hereunder, unless such Securityholder previously shall havegiven to the Trustee written notice of an Event of Default with respect to theDebt Securities and unless the holders of not less than 25% in aggregateprincipal amount of the Debt Securities then outstanding shall have given theTrustee a written request to institute such action, suit or proceeding andshall have offered to the Trustee such reasonable indemnity as it may requireagainst the costs, expenses and liabilities to be incurred thereby, and theTrustee for 60 days after its receipt of such notice, request and offer ofindemnity shall have failed to institute any such action, suit or proceeding; provided,that no Securityholder shall have any right to prejudice the rights of anyother Securityholder, obtain priority or preference over any other suchSecurityholder or enforce any right under this Indenture except in the mannerherein provided and for the equal, ratable and common benefit of allSecurityholders.

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

SECTION 5.05. Proceedingsby Trustee.

Incase of an Event of Default hereunder the Trustee may in its discretion proceedto protect and enforce the rights vested in it by this Indenture by suchappropriate judicial proceedings as the Trustee shall deem most effectual toprotect and enforce any of such rights, either by suit in equity or by actionat law or by proceeding in bankruptcy or otherwise, whether for the specificenforcement of any covenant or agreement contained in this Indenture or in aidof the exercise of any power granted in this Indenture, or to enforce any otherlegal or equitable right vested in the Trustee by this Indenture or by law.

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SECTION 5.06. RemediesCumulative and Continuing.

Exceptas otherwise provided in Section 2.06, all powers and remedies given by thisArticle V to the Trustee or to the Securityholders shall, to the extentpermitted by law, be deemed cumulative and not exclusive of any other powersand remedies available to the Trustee or the Securityholders, by judicialproceedings or otherwise, to enforce the performance or observance of thecovenants and agreements contained in this Indenture or otherwise establishedwith respect to the Debt Securities, and no delay or omission of the Trustee orof any Securityholder to exercise any right or power accruing upon any Event ofDefault occurring and continuing as aforesaid shall impair any such right orpower, or shall be construed to be a waiver of any such default or anacquiescence therein; and, subject to the provisions of Section 5.04, everypower and remedy given by this Article V or by law to the Trustee or to theSecurityholders may be exercised from time to time, and as often as shall bedeemed expedient, by the Trustee or by the Securityholders.

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

Theholders of a majority in aggregate principal amount of the Debt Securitiesaffected (voting as one class) at the time outstanding and, if the DebtSecurities are held by the Trust or a trustee of the Trust, the holders of amajority in aggregate liquidation amount of the outstanding Capital Securitiesof the Trust shall have the right to direct the time, method and place ofconducting any proceeding for any remedy available to the Trustee, orexercising any trust or power conferred on the Trustee with respect to suchDebt Securities; provided, however, that if the Debt Securitiesare held by the Trust or a trustee of the Trust, such time, method and place orsuch exercise, as the case may be, may not be so directed until the holders ofa majority in aggregate liquidation amount of the outstanding CapitalSecurities of the Trust shall have directed such time, method and place or suchexercise, as the case may be; provided, further, that (subject to theprovisions of Section 6.01) the Trustee shall have the right to decline tofollow any such direction if the Trustee being advised by counsel shalldetermine that the action so directed would be unjustly prejudicial to theholders not taking part in such direction or if the Trustee being advised bycounsel determines that the action or proceeding so directed may not lawfullybe taken or if a Responsible Officer of the Trustee shall determine that theaction or proceedings so directed would involve the Trustee in personalliability. Prior to any declaration of acceleration, or *ipso facto*acceleration, of the maturity of the Debt Securities, the holders of a majorityin aggregate principal amount of the Debt Securities at the time outstandingmay on behalf of the holders of all of the Debt Securities waive (or modify anypreviously granted waiver of) any past default or Event of Default and its consequences,except a default (a) in the payment of principal of, premium, if any, orinterest on any of the Debt Securities, (b) in respect of covenants orprovisions hereof which cannot be modified or amended without the consent ofthe holder of each Debt Security affected, or (c) in respect of the covenantscontained in Section 3.09; provided, however, that if the DebtSecurities are held by the Trust or a trustee of the Trust, such waiver ormodification to such waiver shall not be effective until the holders of amajority in Liquidation Amount of the Trust Securities of the Trust shall haveconsented to such waiver or modification to such waiver; provided, further,that if the consent of the holder of each outstanding Debt Security isrequired, such waiver or modification to such waiver shall not be effectiveuntil each holder of the outstanding Capital Securities of the Trust shall haveconsented

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to such waiver or modification to such waiver. Uponany such waiver or modification to such waiver, the Default or Event of Defaultcovered thereby shall be deemed to be cured for all purposes of this Indentureand the Company, the Trustee and the Securityholders shall be restored to theirformer positions and rights hereunder, respectively; but no such waiver or modificationto such waiver shall extend to any subsequent or other Default or Event ofDefault or impair any right consequent thereon. Whenever any Default or Eventof Default hereunder shall have been waived as permitted by this Section 5.07,said Default or Event of Default shall for all purposes of the Debt Securitiesand this Indenture be deemed to have been cured and to be not continuing.

SECTION 5.08. Noticeof Defaults.

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

SECTION 5.09. Undertakingto Pay Costs.

Allparties to this Indenture agree, and each Securityholder by such Securityholder’sacceptance thereof shall be deemed to have agreed, that any court may in itsdiscretion require, in any suit for the enforcement of any right or remedyunder this Indenture, or in any suit against the Trustee for any action takenor omitted by it as Trustee, the filing by any party litigant in such suit ofan undertaking to pay the costs of such suit, and that such court may in itsdiscretion assess reasonable costs, including reasonable attorneys’ fees andexpenses, against any party litigant in such suit, having due regard to themerits and good faith of the claims or defenses made by such party litigant;but the provisions of this Section 5.09 shall not apply to any suit institutedby the Trustee, to any suit instituted by any Securityholder, or group ofSecurityholders, holding in the aggregate more than 10% in principal amount ofthe Debt Securities (or, if such Debt Securities are held by the Trust or atrustee of the Trust, more than 10% in liquidation amount of the outstandingCapital Securities), to any suit instituted by any Securityholder for theenforcement of the payment of the principal of (or premium, if any) or intereston any Debt Security against the Company on or after the same shall have becomedue and payable, or to any suit instituted in accordance with Section 14.12.

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ARTICLE VI

CONCERNING THE TRUSTEE

SECTION 6.01. Dutiesand Responsibilities of Trustee.

Withrespect to the holders of Debt Securities issued hereunder, the Trustee, priorto the occurrence of an Event of Default with respect to the Debt Securitiesand after the curing or waiving of all Events of Default which may haveoccurred, with respect to the Debt Securities, undertakes to perform suchduties and only such duties as are specifically set forth in this Indenture. Incase an Event of Default with respect to the Debt Securities has occurred(which has not been cured or waived), the Trustee shall exercise such of therights and powers vested in it by this Indenture, and use the same degree ofcare and skill in their exercise, as a prudent person would exercise or useunder the circumstances in the conduct of such person’s own affairs.

Noprovision of this Indenture shall be construed to relieve the Trustee fromliability for its own negligent action, its own negligent failure to act or itsown willful misconduct, except that:

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

(1)           the duties and obligations of theTrustee with respect to the Debt Securities shall be determined solely by theexpress provisions of this Indenture, and the Trustee shall not be liableexcept for the performance of such duties and obligations with respect to theDebt Securities as are specifically set forth in this Indenture, and no impliedcovenants or obligations shall be read into this Indenture against the Trustee;and

(2)           in the absence of bad faith on thepart of the Trustee, the Trustee may conclusively rely, as to the truth of thestatements and the correctness of the opinions expressed therein, upon anycertificates or opinions furnished to the Trustee and conforming to therequirements of this Indenture; but, in the case of any such certificates oropinions which by any provision hereof are specifically required to befurnished to the Trustee, the Trustee shall be under a duty to examine the sameto determine whether or not they conform on their face to the requirements ofthis Indenture;

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

(c)           the Trustee shall not be liable withrespect to any action taken or omitted to be taken by it in good faith, inaccordance with the direction of the Securityholders pursuant to Section 5.07,relating to the time, method and place of conducting any proceeding for anyremedy available to the Trustee, or exercising any trust or power conferredupon the Trustee, under this Indenture;

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

(e)           inthe absence of bad faith on the part of the Trustee, the Trustee may seek andrely on reasonable instructions from the Company.

Noneof the provisions contained in this Indenture shall require the Trustee toexpend or risk its own funds or otherwise incur personal financial liability inthe performance of any of its duties or in the exercise of any of its rights orpowers.

SECTION 6.02. Relianceon Documents, Opinions, etc.

Exceptas otherwise provided in Section 6.01:

(a)           the Trustee may conclusively rely andshall be fully protected in acting or refraining from acting upon anyresolution, certificate, statement, instrument, opinion, report, notice,request, consent, order, bond, note, debenture or other paper or documentbelieved by it in good faith to be genuine and to have been signed or presentedby the proper party or parties;

(b)           any request, direction, order ordemand of the Company mentioned herein shall be sufficiently evidenced by anOfficers’ Certificate (unless other evidence in respect thereof be hereinspecifically prescribed); and any Board Resolution may be evidenced to theTrustee by a copy thereof certified by the Secretary or an Assistant Secretaryof the Company;

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

(d)           the Trustee shall be under noobligation to exercise any of the rights or powers vested in it by thisIndenture at the request, order or direction of any of the Securityholders,pursuant to the provisions of this Indenture, unless such Securityholders shallhave offered to the Trustee reasonable security or indemnity against the costs,expenses and liabilities which may be incurred therein or thereby;

(e)           the Trustee shall not be liable forany action taken or omitted by it in good faith and reasonably believed by itto be authorized or within the discretion or rights or powers conferred upon itby this Indenture; nothing contained herein shall, however, relieve the Trusteeof the obligation, upon the occurrence of an Event of Default with respect tothe Debt Securities (that has not been cured or waived) to exercise withrespect to the Debt Securities such of the rights and powers vested in it bythis Indenture, and to use the same degree of care and skill in

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their exercise, as a prudent person would exercise oruse under the circumstances in the conduct of such person’s own affairs;

(f)            the Trustee shall not be bound tomake any investigation into the facts or matters stated in any resolution,certificate, statement, instrument, opinion, report, notice, request, consent,order, approval, bond, debenture, coupon or other paper or document, unlessrequested in writing to do so by the holders of not less than a majority inaggregate principal amount of the outstanding Debt Securities affected thereby;provided, however, that if the payment within a reasonable timeto the Trustee of the costs, expenses or liabilities likely to be incurred byit in the making of such investigation is, in the opinion of the Trustee, notreasonably assured to the Trustee by the security afforded to it by the termsof this Indenture, the Trustee may require reasonable indemnity against suchexpense or liability as a condition to so proceeding; and

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

SECTION 6.03. NoResponsibility for Recitals, etc.

Therecitals contained herein and in the Debt Securities (except in the certificateof authentication of the Trustee or the Authenticating Agent) shall be taken asthe statements of the Company and the Trustee and the Authenticating Agentassume no responsibility for the correctness of the same. The Trustee and theAuthenticating Agent make no representations as to the validity or sufficiencyof this Indenture or of the Debt Securities. The Trustee and the AuthenticatingAgent shall not be accountable for the use or application by the Company of anyDebt Securities or the proceeds of any Debt Securities authenticated anddelivered by the Trustee or the Authenticating Agent in conformity with the provisionsof this Indenture.

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

TheTrustee or any Authenticating Agent or any Paying Agent or any transfer agentor any Debt Security Registrar, in its individual or any other capacity, maybecome the owner or pledgee of Debt Securities with the same rights it wouldhave if it were not Trustee, Authenticating Agent, Paying Agent, transfer agentor Debt Security Registrar.

SECTION 6.05. Moneysto be Held in Trust.

Subjectto the provisions of Section 12.04, all moneys received by the Trustee or anyPaying Agent shall, until used or applied as herein provided, be held in trustfor the purpose for which they were received, but need not be segregated fromother funds except to the extent required by law. The Trustee and any PayingAgent shall be under no liability for interest on any money received by ithereunder except as otherwise agreed in writing with the Company. So long as noEvent of Default shall have occurred and be continuing, all interest allowed onany such moneys, if any, shall be paid from time to time to the Company uponthe written order of

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the Company, signed by the Chairman of the Board ofDirectors, the President, the Chief Operating Officer, a Vice President, theTreasurer or an Assistant Treasurer of the Company.

SECTION 6.06. Compensationand Expenses of Trustee.

Otherthan as provided in the Fee Agreement of even date herewith between Cohen &Company, the Trustee and the Company, the Company covenants and agrees to payto the Trustee from time to time, and the Trustee shall be entitled to, suchcompensation as shall be agreed to in writing between the Company and theTrustee (which shall not be limited by any provision of law in regard to thecompensation of a trustee of an express trust), and the Company will pay orreimburse the Trustee upon its written request for all documented reasonableexpenses, disbursements and advances incurred or made by the Trustee inaccordance with any of the provisions of this Indenture (including thereasonable compensation and the reasonable expenses and disbursements of itscounsel and of all Persons not regularly in its employ) except any suchexpense, disbursement or advance that arises from its negligence, willfulmisconduct or bad faith. The Company also covenants to indemnify each of theTrustee (including in its individual capacity) and any predecessor Trustee (andits officers, agents, directors and employees) for, and to hold it harmlessagainst, any and all loss, damage, claim, liability or expense including taxes(other than taxes based on the income of the Trustee), except to the extentsuch loss, damage, claim, liability or expense results from the negligence,willful misconduct or bad faith of such indemnitee, arising out of or inconnection with the acceptance or administration of this Trust, including thecosts and expenses of defending itself against any claim or liability in thepremises. The obligations of the Company under this Section 6.06 to compensateand indemnify the Trustee and to pay or reimburse the Trustee for documentedexpenses, disbursements and advances shall constitute additional indebtednesshereunder. Such additional indebtedness shall be secured by (and the Company herebygrants and pledges to the Trustee) a lien prior to that of the Debt Securitiesupon all property and funds held or collected by the Trustee as such, exceptfunds held in trust for the benefit of the holders of particular DebtSecurities.

Withoutprejudice to any other rights available to the Trustee under applicable law,when the Trustee incurs expenses or renders services in connection with anEvent of Default specified in subsections (e), (f) or (g) of Section 5.01, theexpenses (including the reasonable charges and expenses of its counsel) and thecompensation for the services are intended to constitute expenses ofadministration under any applicable federal or state bankruptcy, insolvency orother similar law.

Theprovisions of this Section shall survive the resignation or removal of theTrustee and the defeasance or other termination of this Indenture.

Notwithstandinganything in this Indenture or any Debt Security to the contrary, the Trusteeshall have no obligation whatsoever to advance funds to pay any principal of orinterest on or other amounts with respect to the Debt Securities or otherwiseadvance funds to or on behalf of the Company.

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SECTION 6.07. Officers’Certificate as Evidence.

Exceptas otherwise provided in Sections 6.01 and 6.02, whenever in the administrationof the provisions of this Indenture the Trustee shall deem it necessary ordesirable that a matter be proved or established prior to taking or omittingany action hereunder, such matter (unless other evidence in respect thereof beherein specifically prescribed) may, in the absence of negligence, willfulmisconduct or bad faith on the part of the Trustee, be deemed to beconclusively proved and established by an Officers’ Certificate delivered tothe Trustee, and such certificate, in the absence of negligence, willfulmisconduct or bad faith on the part of the Trustee, shall be full warrant tothe Trustee for any action taken or omitted by it under the provisions of thisIndenture upon the faith thereof.

SECTION 6.08. Eligibilityof Trustee.

TheTrustee hereunder shall at all times be a U.S. Person that is a bankingcorporation or national association organized and doing business under the lawsof the United States of America or any state thereof or of the District ofColumbia and authorized under such laws to exercise corporate trust powers,having a combined capital and surplus of at least fifty million U.S. dollars($50,000,000) and subject to supervision or examination by federal, state, orDistrict of Columbia authority. If such corporation or national associationpublishes reports of condition at least annually, pursuant to law or to therequirements of the aforesaid supervising or examining authority, then for thepurposes of this Section 6.08 the combined capital and surplus of suchcorporation or national association shall be deemed to be its combined capitaland surplus as set forth in its most recent records of condition so published.

TheCompany may not, nor may any Person directly or indirectly controlling,controlled by, or under common control with the Company, serve as Trustee,notwithstanding that such corporation or national association shall beotherwise eligible and qualified under this Article.

Incase at any time the Trustee shall cease to be eligible in accordance with theprovisions of this Section 6.08, the Trustee shall resign immediately in themanner and with the effect specified in Section 6.09.

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

SECTION 6.09. Resignationor Removal of Trustee, Calculation Agent, Paying Agent or Debt SecurityRegistrar.

(a)           The Trustee, or any trustee ortrustees hereafter appointed, the Calculation Agent, the Paying Agent and anyDebt Security Registrar may at any time resign by giving written notice of suchresignation to the Company and by mailing notice thereof, at the Company’sexpense, to the Securityholders at their addresses as they shall appear on theDebt Security Register. Upon receiving such notice of resignation, the Companyshall promptly appoint a successor or successors by written instrument, induplicate, executed by order of its Board of Directors, one copy of whichinstrument shall be delivered to the resigning party and 

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one copy to the successor. If no successor shall havebeen so appointed and have accepted appointment within 30 days after themailing of such notice of resignation to the affected Securityholders, theresigning party may petition any court of competent jurisdiction for theappointment of a successor, or any Securityholder who has been a bona fideholder of a Debt Security or Debt Securities for at least six months may,subject to the provisions of Section 5.09, on behalf of himself or herself andall others similarly situated, petition any such court for the appointment of asuccessor. Such court may thereupon, after such notice, if any, as it may deemproper and prescribe, appoint a successor.

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

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

(2)           the Trustee shall cease to beeligible in accordance with the provisions of Section 6.08 and shall fail toresign after written request therefor by the Company or by any suchSecurityholder, or

(3)           the Trustee shall become incapable ofacting, or shall be adjudged bankrupt or insolvent, or a receiver of theTrustee or of its property shall be appointed, or any public officer shall takecharge or control of the Trustee or of its property or affairs for the purposeof rehabilitation, conservation or liquidation,

then, in any suchcase, the Company may remove the Trustee and appoint a successor Trustee bywritten instrument, in duplicate, executed by order of the Board of Directors,one copy of which instrument shall be delivered to the Trustee so removed andone copy to the successor Trustee, or, subject to the provisions of Section5.09, if no successor Trustee shall have been so appointed and have acceptedappointment within 30 days of the occurrence of any of (1), (2) or (3) above,any Securityholder who has been a bona fide holder of a Debt Security or DebtSecurities for at least six months may, on behalf of himself or herself and allothers similarly situated, petition any court of competent jurisdiction for theremoval of the Trustee and the appointment of a successor Trustee. Such courtmay thereupon, after such notice, if any, as it may deem proper and prescribe,remove the Trustee and appoint a successor Trustee.

(c)           Upon prior written notice to theCompany and the Trustee, the holders of a majority in aggregate principalamount of the Debt Securities at the time outstanding may at any time removethe Trustee and nominate a successor Trustee, which shall be deemed appointedas successor Trustee unless within ten Business Days after such nomination theCompany objects thereto, in which case or in the case of a failure by suchSecurityholders to nominate a successor Trustee, the Trustee so removed or anySecurityholder, upon the terms and conditions and otherwise as in subsection(a) of this Section 6.09 provided, may petition any court of competentjurisdiction for an appointment of a successor.

(d)           Any resignation or removal of theTrustee, the Calculation Agent, the Paying Agent and any Debt SecurityRegistrar and appointment of a successor pursuant to any of

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the provisions of this Section 6.09 shall becomeeffective upon acceptance of appointment by the successor as provided in Section6.10.

SECTION 6.10. Acceptanceby Successor.

Anysuccessor Trustee, Calculation Agent, Paying Agent or Debt Security Registrarappointed as provided in Section 6.09 shall execute, acknowledge and deliver tothe Company and to its predecessor an instrument accepting such appointmenthereunder, and thereupon the resignation or removal of the retiring party shallbecome effective and such successor, without any further act, deed orconveyance, shall become vested with all the rights, powers, duties and obligationswith respect to the Debt Securities of its predecessor hereunder, with likeeffect as if originally named herein; but, nevertheless, on the written requestof the Company or of the successor, the party ceasing to act shall, uponpayment of the amounts then due it pursuant to the provisions of Section 6.06,execute and deliver an instrument transferring to such successor all the rightsand powers of the party so ceasing to act and shall duly assign, transfer anddeliver to such successor all property and money held by such retiring partyhereunder. Upon reasonable request of any such successor, the Company shallexecute any and all instruments in writing for more fully and certainly vestingin and confirming to such successor all such rights and powers. Any partyceasing to act shall, nevertheless, retain a lien upon all property or fundsheld or collected to secure any amounts then due it pursuant to the provisionsof Section 6.06.

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

Nosuccessor Trustee shall accept appointment as provided in this Section 6.10unless at the time of such acceptance such successor Trustee shall be eligibleand qualified under the provisions of Section 6.08.

In noevent shall a retiring Trustee, Calculation Agent, Paying Agent or DebtSecurity Registrar be liable for the acts or omissions of any successorhereunder.

Uponacceptance of appointment by a successor Trustee, Calculation Agent, PayingAgent or Debt Security Registrar as provided in this Section 6.10, the Companyshall mail notice of the succession to the Securityholders at their addressesas they shall appear on the Debt Security Register. If the Company fails tomail such notice within ten Business Days after the acceptance of appointmentby the successor, the successor shall cause such notice to be mailed at theexpense of the Company.

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SECTION 6.11. Successionby Merger, etc.

AnyPerson into which the Trustee may be merged or converted or with which it maybe consolidated, or any Person resulting from any merger, conversion orconsolidation to which the Trustee shall be a party, or any Person succeedingto all or substantially all of the corporate trust business of the Trustee,shall be the successor of the Trustee hereunder without the execution or filingof any paper or any further act on the part of any of the parties hereto; provided,that such Person shall be otherwise eligible and qualified under this Article.

Incase at the time such successor to the Trustee shall succeed to the trustscreated by this Indenture any of the Debt Securities shall have beenauthenticated but not delivered, any such successor to the Trustee may adopt thecertificate of authentication of any predecessor Trustee, and deliver such DebtSecurities so authenticated; and in case at that time any of the DebtSecurities shall not have been authenticated, any successor to the Trustee mayauthenticate such Debt Securities either in the name of any predecessorhereunder or in the name of the successor Trustee; and in all such cases suchcertificates shall have the full force which it is anywhere in the DebtSecurities or in this Indenture provided that the certificate of the Trusteeshall have; provided, however, that the right to adopt thecertificate of authentication of any predecessor Trustee or authenticate DebtSecurities in the name of any predecessor Trustee shall apply only to itssuccessor or successors by merger, conversion or consolidation.

SECTION 6.12. AuthenticatingAgents.

Theremay be one or more Authenticating Agents appointed by the Trustee upon therequest of the Company with power to act on its behalf and subject to itsdirection in the authentication and delivery of Debt Securities issued uponexchange or registration of transfer thereof as fully to all intents andpurposes as though any such Authenticating Agent had been expressly authorizedto authenticate and deliver Debt Securities; provided, that the Trustee shallhave no liability to the Company for any acts or omissions of theAuthenticating Agent with respect to the authentication and delivery of DebtSecurities. Any such Authenticating Agent shall at all times be a Personorganized and doing business under the laws of the United States or of anystate or territory thereof or of the District of Columbia authorized under suchlaws to act as Authenticating Agent, having a combined capital and surplus ofat least $50,000,000 and being subject to supervision or examination byfederal, state, territorial or District of Columbia authority. If such Personpublishes reports of condition at least annually pursuant to law or therequirements of such authority, then for the purposes of this Section 6.12 thecombined capital and surplus of such Person shall be deemed to be its combinedcapital and surplus as set forth in its most recent report of condition sopublished. If at any time an Authenticating Agent shall cease to be eligible inaccordance with the provisions of this Section, it shall resign immediately inthe manner and with the effect herein specified in this Section.

AnyPerson into which any Authenticating Agent may be merged or converted or withwhich it may be consolidated, or any Person resulting from any merger,consolidation or conversion to which any Authenticating Agent shall be a party,or any Person succeeding to all or substantially all of the corporate trustbusiness of any Authenticating Agent, shall be the successor of such AuthenticatingAgent hereunder, if such successor Person is otherwise eligible

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under this Section 6.12 without the execution orfiling of any paper or any further act on the part of the parties hereto orsuch Authenticating Agent.

AnyAuthenticating Agent may at any time resign by giving written notice ofresignation to the Trustee and to the Company. The Trustee may at any timeterminate the agency of any Authenticating Agent with respect to the DebtSecurities by giving written notice of termination to such Authenticating Agentand to the Company. Upon receiving such a notice of resignation or upon such atermination, or in case at any time any Authenticating Agent shall cease to beeligible under this Section 6.12, the Trustee may, and upon the request of the Companyshall, promptly appoint a successor Authenticating Agent eligible under thisSection 6.12, shall give written notice of such appointment to the Company andshall mail notice of such appointment to all Securityholders as the names andaddresses of such Securityholders appear on the Debt Security Register. Anysuccessor Authenticating Agent upon acceptance of its appointment hereundershall become vested with all rights, powers, duties and responsibilities withrespect to the Debt Securities of its predecessor hereunder, with like effectas if originally named as Authenticating Agent herein.

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

ARTICLE VII

CONCERNING THE SECURITYHOLDERS

SECTION 7.01. Actionby Securityholders.

Wheneverin this Indenture it is provided that the holders of a specified percentage inaggregate principal amount of the Debt Securities or aggregate LiquidationAmount of the Capital Securities may take any action (including the making ofany demand or request, the giving of any notice, consent or waiver or thetaking of any other action), the fact that at the time of taking any suchaction the holders of such specified percentage have joined therein may beevidenced (a) by any instrument or any number of instruments of similar tenorexecuted by such Securityholders or holders of Capital Securities, as the casemay be, in person or by agent or proxy appointed in writing, or (b) by therecord of such Securityholders voting in favor thereof at any meeting of suchSecurityholders duly called and held in accordance with the provisions ofArticle VIII or of such holders of Capital Securities duly called and held inaccordance with the provisions of the Declaration, or (c) by a combination ofsuch instrument or instruments and any such record of such a meeting of suchSecurityholders or holders of Capital Securities, as the case may be, or (d) byany other method the Trustee deems satisfactory.

If theCompany shall solicit from the Securityholders any request, demand,authorization, direction, notice, consent, waiver or other action or revocationof the same, the

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Company may, at its option, as evidenced by anOfficers’ Certificate, fix in advance a record date for such Debt Securitiesfor the determination of Securityholders entitled to give such request, demand,authorization, direction, notice, consent, waiver or other action or revocationof the same, but the Company shall have no obligation to do so. If such arecord date is fixed, such request, demand, authorization, direction, notice,consent, waiver or other action or revocation of the same may be given beforeor after the record date, but only the Securityholders of record at the closeof business on the record date shall be deemed to be Securityholders for thepurposes of determining whether holders of the requisite proportion ofoutstanding Debt Securities have authorized or agreed or consented to suchrequest, demand, authorization, direction, notice, consent, waiver or otheraction or revocation of the same, and for that purpose the outstanding DebtSecurities shall be computed as of the record date; provided, however,that no such authorization, agreement or consent by such Securityholders on therecord date shall be deemed effective unless it shall become effective pursuantto the provisions of this Indenture not later than six months after the recorddate.

SECTION 7.02. Proofof Execution by Securityholders.

Subjectto the provisions of Sections 6.01, 6.02 and 8.05, proof of the execution ofany instrument by a Securityholder or such Securityholder’s agent or proxyshall be sufficient if made in accordance with such reasonable rules andregulations as may be prescribed by the Trustee or in such manner as shall besatisfactory to the Trustee. The ownership of Debt Securities shall be proved bythe Debt Security Register or by a certificate of the Debt Security Registrar.The Trustee may require such additional proof of any matter referred to in thisSection as it shall deem necessary.

Therecord of any Securityholders’ meeting shall be proved in the manner providedin Section 8.06.

SECTION 7.03. WhoAre Deemed Absolute Owners.

Priorto due presentment for registration of transfer of any Debt Security, theCompany, the Trustee, any Authenticating Agent, any Paying Agent, any transferagent and any Debt Security Registrar may deem the Person in whose name suchDebt Security shall be registered upon the Debt Security Register to be, andmay treat such Person as, the absolute owner of such Debt Security (whether ornot such Debt Security shall be overdue) for the purpose of receiving paymentof or on account of the principal of, premium, if any, and interest on suchDebt Security and for all other purposes; and neither the Company nor theTrustee nor any Authenticating Agent nor any Paying Agent nor any transferagent nor any Debt Security Registrar shall be affected by any notice to thecontrary. All such payments so made to any Securityholder for the time being orupon such Securityholder’s order shall be valid, and, to the extent of the sumor sums so paid, effectual to satisfy and discharge the liability for moneyspayable upon any such Debt Security.

SECTION 7.04. DebtSecurities Owned by Company Deemed Not Outstanding.

Indetermining whether the holders of the requisite aggregate principal amount ofDebt Securities have concurred in any direction, consent or waiver under thisIndenture, Debt

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Securities which are owned by the Company or any otherobligor on the Debt Securities or by any Person directly or indirectlycontrolling or controlled by or under direct or indirect common control withthe Company (other than the Trust) or any other obligor on the Debt Securitiesshall be disregarded and deemed not to be outstanding for the purpose of anysuch determination; provided, that for the purposes of determiningwhether the Trustee shall be protected in relying on any such direction,consent or waiver, only Debt Securities which a Responsible Officer of theTrustee actually knows are so owned shall be so disregarded. Debt Securities soowned which have been pledged in good faith may be regarded as outstanding forthe purposes of this Section 7.04 if the pledgee shall establish to thesatisfaction of the Trustee the pledgee’s right to vote such Debt Securitiesand that the pledgee is not the Company or any such other obligor or Persondirectly or indirectly controlling or controlled by or under direct or indirectcommon control with the Company or any such other obligor. In the case of adispute as to such right, any decision by the Trustee taken upon the advice ofcounsel shall be full protection to the Trustee.

SECTION 7.05. Revocationof Consents; Future Securityholders Bound.

At anytime prior to (but not after) the evidencing to the Trustee, as provided inSection 7.01, of the taking of any action by the holders of the percentage inaggregate principal amount of the Debt Securities specified in this Indenturein connection with such action, any Securityholder (in cases where no recorddate has been set pursuant to Section 7.01) or any holder as of an applicablerecord date (in cases where a record date has been set pursuant to Section7.01) of a Debt Security (or any Debt Security issued in whole or in part inexchange or substitution therefor) the serial number of which is shown by theevidence to be included in the Debt Securities the holders of which haveconsented to such action may, by filing written notice with the Trustee at thePrincipal Office of the Trustee and upon proof of holding as provided inSection 7.02, revoke such action so far as concerns such Debt Security (or sofar as concerns the principal amount represented by any exchanged orsubstituted Debt Security). Except as aforesaid any such action taken by theholder of any Debt Security shall be conclusive and binding upon such Securityholderand upon all future holders and owners of such Debt Security, and of any DebtSecurity issued in exchange or substitution therefor or on registration oftransfer thereof, irrespective of whether or not any notation in regard theretois made upon such Debt Security or any Debt Security issued in exchange orsubstitution therefor.

ARTICLE VIII

SECURITYHOLDERS’ MEETINGS

SECTION 8.01. Purposesof Meetings.

Ameeting of Securityholders may be called at any time and from time to timepursuant to the provisions of this Article VIII for any of the followingpurposes:

(a)           to give any notice to the Company orto the Trustee, or to give any directions to the Trustee, or to consent to thewaiving of any default hereunder and its consequences, or to take any otheraction authorized to be taken by Securityholders pursuant to any of theprovisions of Article V;

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(b)           to remove the Trustee and nominate asuccessor trustee pursuant to the provisions of Article VI;

(c)           to consent to the execution of anindenture or indentures supplemental hereto pursuant to the provisions ofSection 9.02; or

(d)           to take any other action authorizedto be taken by or on behalf of the holders of any specified aggregate principalamount of such Debt Securities under any other provision of this Indenture orunder applicable law.

SECTION 8.02. Callof Meetings by Trustee.

TheTrustee may at any time call a meeting of Securityholders to take any actionspecified in Section 8.01, to be held at such time and at such place in TheCity of New York, the Borough of Manhattan, or Boston, Massachusetts, as theTrustee shall determine. Notice of every meeting of the Securityholders,setting forth the time and the place of such meeting and in general terms theaction proposed to be taken at such meeting, shall be mailed to Securityholdersaffected at their addresses as they shall appear on the Debt SecuritiesRegister. Such notice shall be mailed not less than 20 nor more than 180 daysprior to the date fixed for the meeting.

SECTION 8.03. Callof Meetings by Company or Securityholders.

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

SECTION 8.04. Qualificationsfor Voting.

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

SECTION 8.05. Regulations.

Notwithstandingany other provisions of this Indenture, the Trustee may make such reasonableregulations as it may deem advisable for any meeting of Securityholders, inregard to proof of the holding of Debt Securities and of the appointment ofproxies, and in regard to the appointment and duties of inspectors of votes,the submission and examination of proxies,

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certificates and other evidence of the right to vote,and such other matters concerning the conduct of the meeting as it shall deemappropriate.

TheTrustee shall, by an instrument in writing, appoint a temporary chairman of themeeting, unless the meeting shall have been called by the Company or bySecurityholders as provided in Section 8.03, in which case the Company or theSecurityholders calling the meeting, as the case may be, shall in like mannerappoint a temporary chairman. A permanent chairman and a permanent secretary ofthe meeting shall be elected by majority vote at the meeting.

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

SECTION 8.06. Voting.

Thevote upon any resolution submitted to any meeting of Securityholders withrespect to which such meeting is being held shall be by written ballots onwhich shall be subscribed the signatures of such Securityholders or of theirrepresentatives by proxy and the serial number or numbers of the DebtSecurities held or represented by them. The permanent chairman of the meetingshall appoint two inspectors of votes who shall count all votes cast at themeeting for or against any resolution and who shall make and file with thesecretary of the meeting their verified written reports in triplicate of allvotes cast at the meeting. A record in duplicate of the proceedings of eachmeeting of Securityholders shall be prepared by the secretary of the meetingand there shall be attached to said record the original reports of theinspectors of votes on any vote by ballot taken thereat and affidavits by oneor more Persons having knowledge of the facts setting forth a copy of thenotice of the meeting and showing that said notice was mailed as provided inSection 8.02. The record shall show the serial numbers of the Debt Securitiesvoting in favor of or against any resolution. The record shall be signed andverified by the affidavits of the permanent chairman and secretary of themeeting and one of the duplicates shall be delivered to the Company and theother to the Trustee to be preserved by the Trustee, the latter to haveattached thereto the ballots voted at the meeting. Any record so signed andverified shall be conclusive evidence of the matters therein stated.

SECTION 8.07. Quorum;Actions.

ThePersons entitled to vote a majority in outstanding principal amount of the DebtSecurities shall constitute a quorum for a meeting of Securityholders; provided,however, that if any action is to be taken at such meeting with respectto a consent, waiver, request, demand, notice, authorization, direction orother action which may be given by the holders of not

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less than a specified percentage in outstandingprincipal amount of the Debt Securities, the Persons holding or representingsuch specified percentage in outstanding principal amount of the DebtSecurities will constitute a quorum. In the absence of a quorum within 30minutes of the time appointed for any such meeting, the meeting shall, ifconvened at the request of Securityholders, be dissolved. In any other case themeeting may be adjourned for a period of not less than 10 days as determined bythe permanent chairman of the meeting prior to the adjournment of such meeting.In the absence of a quorum at any such adjourned meeting, such adjournedmeeting may be further adjourned for a period of not less than 10 days asdetermined by the permanent chairman of the meeting prior to the adjournment ofsuch adjourned meeting. Notice of the reconvening of any adjourned meetingshall be given as provided in Section 8.02, except that such notice need begiven only once not less than five days prior to the date on which the meetingis scheduled to be reconvened. Notice of the reconvening of an adjournedmeeting shall state expressly the percentage, as provided above, of theoutstanding principal amount of the Debt Securities which shall constitute aquorum.

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

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

SECTION 8.08. WrittenConsent Without a Meeting.

Wheneverunder this Indenture, Securityholders are required or permitted to take anyaction by vote, such action may be taken without a meeting on written consent,setting forth the action so taken, signed by the Securityholders of alloutstanding Debt Securities entitled to vote thereon. No consent shall beeffective to take the action referred to therein unless, within sixty days of theearliest dated consent delivered in the manner required by this paragraph tothe Trustee, written consents signed by a sufficient number of Securityholdersto take action are delivered to the Trustee at its Principal Office. Deliverymade to the Trustee at its Principal Office, shall be by hand or bycertificated or registered mail, return receipt requested. Written consent thusgiven by the Securityholders of such number of Debt Securities as is requiredhereunder, shall have the same effect as a valid vote of Securityholders ofsuch number of Debt Securities.

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ARTICLE IX

SUPPLEMENTALINDENTURES

SECTION 9.01. Supplemental Indentures without Consent ofSecurityholders.

TheCompany, when authorized by a Board Resolution, and the Trustee may from timeto time and at any time enter into an indenture or indentures supplementalhereto, without the consent of the Securityholders, for one or more of thefollowing purposes:

(a)           to evidence the succession of anotherPerson to the Company, or successive successions, and the assumption by thesuccessor Person of the covenants, agreements and obligations of the Company,pursuant to Article XI hereof;

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

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

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

(e)           to evidence and provide for theacceptance of appointment hereunder by a successor Trustee with respect to theDebt Securities and to add to or change any of the provisions of this Indentureas shall be necessary to provide for or facilitate the administration of thetrusts hereunder by more than one Trustee, pursuant to the requirements ofSection 6.10;

(f)            tomake any change (other than as elsewhere provided in this paragraph) that doesnot adversely affect the rights of any Securityholder in any material respect;or

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(g)           to provide for the issuance of andestablish the form and terms and conditions of the Debt Securities, toestablish the form of any certifications required to be furnished pursuant tothe terms of this Indenture or the Debt Securities, or to add to the rights ofthe Securityholders.

The Trusteeis hereby authorized to join with the Company in the execution of any suchsupplemental indenture, to make any further appropriate agreements andstipulations which may be therein contained and to accept the conveyance,transfer and assignment of any property thereunder, but the Trustee shall notbe obligated to, but may in its discretion, enter into any such supplementalindenture which affects the Trustee’s own rights, duties or immunities underthis Indenture or otherwise.

Anysupplemental indenture authorized by the provisions of this Section 9.01 may beexecuted by the Company and the Trustee without the consent of theSecurityholders at the time outstanding, notwithstanding any of the provisionsof Section 9.02.

SECTION 9.02. Supplemental Indentures with Consent ofSecurityholders.

Withthe consent (evidenced as provided in Section 7.01) of the holders of not lessthan a majority in aggregate principal amount of the Debt Securities at thetime outstanding affected by such supplemental indenture, the Company, whenauthorized by a Board Resolution, and the Trustee may from time to time and atany time enter into an indenture or indentures supplemental hereto (which shallconform to the provisions of the Trust Indenture Act, then in effect, applicableto indentures qualified thereunder) for the purpose of adding any provisions toor changing in any manner or eliminating any of the provisions of thisIndenture or of any supplemental indenture or of modifying in any manner therights of the Securityholders; provided, however, that no suchsupplemental indenture shall without such consent of the holders of each DebtSecurity then outstanding and affected thereby (i) change the Maturity Date ofany Debt Security, or reduce the principal amount thereof or any premiumthereon, or reduce the rate (or manner of calculation of the rate) or extendthe time of payment of interest thereon, or reduce (other than as a result ofthe maturity or earlier redemption of any such Debt Security in accordance withthe terms of this Indenture and such Debt Security) or increase the aggregateprincipal amount of Debt Securities then outstanding, or change any of theredemption provisions, or make the principal thereof or any interest or premiumthereon payable in any coin or currency other than United States Dollars, orimpair or affect the right of any Securityholder to institute suit for paymentthereof or impair the right of repayment, if any, at the option of theSecurityholder, or (ii) reduce the aforesaid percentage of Debt Securities theholders of which are required to consent to any such supplemental indenture;and provided, further, that if the Debt Securities are held bythe Trust or a trustee of such trust, such supplemental indenture shall not beeffective until the holders of a majority in Liquidation Amount of theoutstanding Capital Securities shall have consented to such supplementalindenture; provided, further, that if the consent of theSecurityholder of each outstanding Debt Security is required, such supplementalindenture shall not be effective until each holder of the outstanding CapitalSecurities shall have consented to such supplemental indenture.

Upon the request of the Company accompanied by a BoardResolution authorizing the execution of any such supplemental indenture, andupon the filing with the

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Trustee of evidence of the consent of Securityholders(and holders of Capital Securities, if required) as aforesaid, the Trusteeshall join with the Company in the execution of such supplemental indenture unlesssuch supplemental indenture affects the Trustee’s own rights, duties orimmunities under this Indenture or otherwise, in which case the Trustee may inits discretion, but shall not be obligated to, enter into such supplementalindenture.

Promptlyafter the execution by the Company and the Trustee of any supplementalindenture pursuant to the provisions of this Section, the Trustee shalltransmit by mail, first class postage prepaid, a notice, prepared by theCompany, setting forth in general terms the substance of such supplementalindenture, to the Securityholders as their names and addresses appear upon theDebt Security Register. Any failure of the Trustee to mail such notice, or anydefect therein, shall not, however, in any way impair or affect the validity ofany such supplemental indenture.

Itshall not be necessary for the consent of the Securityholders under thisSection 9.02 to approve the particular form of any proposed supplementalindenture, but it shall be sufficient if such consent shall approve thesubstance thereof.

SECTION 9.03. Effectof Supplemental Indentures.

Uponthe execution of any supplemental indenture pursuant to the provisions of thisArticle IX, this Indenture shall be and be deemed to be modified and amended inaccordance therewith and the respective rights, limitations of rights,obligations, duties and immunities under this Indenture of the Trustee, theCompany and the Securityholders shall thereafter be determined, exercised andenforced hereunder subject in all respects to such modifications and amendmentsand all the terms and conditions of any such supplemental indenture shall beand be deemed to be part of the terms and conditions of this Indenture for anyand all purposes.

SECTION 9.04. Notation on Debt Securities.

DebtSecurities authenticated and delivered after the execution of any supplementalindenture pursuant to the provisions of this Article IX may bear a notation asto any matter provided for in such supplemental indenture. If the Company orthe Trustee shall so determine, new Debt Securities so modified as to conform,in the opinion of the Board of Directors of the Company, to any modification ofthis Indenture contained in any such supplemental indenture may be prepared andexecuted by the Company, authenticated by the Trustee or the AuthenticatingAgent and delivered in exchange for the Debt Securities then outstanding.

SECTION 9.05. Evidence of Compliance of SupplementalIndenture to be furnished to Trustee.

The Trustee, subject to the provisions of Sections 6.01and 6.02, shall, in addition to the documents required by Section 14.06,receive an Officers’ Certificate and an Opinion of Counsel as conclusiveevidence that any supplemental indenture executed pursuant hereto complies withthe requirements of this Article IX. The Trustee shall receive an Opinion ofCounsel as conclusive evidence that any supplemental indenture executedpursuant to this Article IX

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is authorized or permitted by, and conforms to, theterms of this Article IX and that it is proper for the Trustee under theprovisions of this Article IX to join in the execution thereof.

ARTICLE X

REDEMPTIONOF SECURITIES

SECTION 10.01. Optional Redemption.

At anytime the Company shall have the right, subject to the receipt by the Company ofprior approval from any regulatory authority with jurisdiction over the Companyif such approval is then required under applicable capital guidelines orpolicies of such regulatory authority, to redeem the Debt Securities, in wholeor (provided that all accrued and unpaid interest has been paid on all DebtSecurities for all Interest Payment Periods terminating on or prior to suchdate) from time to time in part, on any March 15, June 15, September 15 orDecember 15 on or after December 15, 2011 (the “Redemption Date”), at theRedemption Price.

SECTION 10.02. Special Event Redemption.

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

SECTION 10.03. Notice of Redemption; Selection of DebtSecurities.

Incase the Company shall desire to exercise the right to redeem all, or, as thecase may be, any part of the Debt Securities, it shall fix a date forredemption and shall mail, or cause the Trustee to mail (at the expense of theCompany) a notice of such redemption at least 30 and not more than 60 daysprior to the date fixed for redemption to the Securityholders so to be redeemedas a whole or in part at their last addresses as the same appear on the DebtSecurity Register. Such mailing shall be by first class mail. The notice ifmailed in the manner herein provided shall be conclusively presumed to havebeen duly given, whether or not the Securityholder receives such notice. In anycase, failure to give such notice by mail or any defect in the notice to theholder of any Debt Security designated for redemption as a whole or in partshall not affect the validity of the proceedings for the redemption of anyother Debt Security.

Each such notice of redemption shall specify the CUSIPnumber, if any, of the Debt Securities to be redeemed, the date fixed forredemption, the redemption price (or manner of calculation of the price) at whichDebt Securities are to be redeemed, the place or places of payment, thatpayment will be made upon presentation and surrender of such Debt Securities,that interest accrued to the date fixed for redemption will be paid asspecified in said notice, and that on and after said date interest thereon oron the portions thereof to be redeemed will cease to accrue. If less than allthe Debt Securities are to be redeemed the notice of redemption shall specifythe numbers of the Debt Securities to be redeemed. In case the Debt Securitiesare to be redeemed in part only, the notice of redemption shall state theportion of the principal amount

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thereof to be redeemed and shall state that on andafter the date fixed for redemption, upon surrender of such Debt Security, anew Debt Security or Debt Securities in principal amount equal to theunredeemed portion thereof will be issued.

Priorto 10:00 a.m. New York City time on the Redemption Date or the SpecialRedemption Date specified in the notice of redemption given as provided in thisSection, the Company will deposit with the Trustee or with one or more PayingAgents an amount of money sufficient to redeem on the redemption date all theDebt Securities so called for redemption at the appropriate redemption price, togetherwith unpaid interest accrued to such date.

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

SECTION 10.04. Payment of Debt Securities Called forRedemption.

Ifnotice of redemption has been given as provided in Section 10.03, the DebtSecurities or portions of Debt Securities with respect to which such notice hasbeen given shall become due and payable on the Redemption Date or the SpecialRedemption Date (as the case may be) and at the place or places stated in suchnotice at the applicable redemption price, together with interest accrued tothe date fixed for redemption, and on and after said Redemption Date or theSpecial Redemption Date (unless the Company shall default in the payment ofsuch Debt Securities at the redemption price, together with unpaid interestaccrued thereon to said date) interest on the Debt Securities or portions ofDebt Securities so called for redemption shall cease to accrue. On presentationand surrender of such Debt Securities at a place of payment specified in saidnotice, such Debt Securities or the specified portions thereof shall be paidand redeemed by the Company at the applicable redemption price, together withunpaid interest accrued thereon to the Redemption Date or the SpecialRedemption Date (as the case may be).

Uponpresentation of any Debt Security redeemed in part only, the Company shallexecute and the Trustee shall authenticate and make available for delivery tothe holder thereof, at the expense of the Company, a new Debt Security or DebtSecurities of authorized denominations in principal amount equal to theunredeemed portion of the Debt Security so presented.

ARTICLE XI

CONSOLIDATION,MERGER, SALE, CONVEYANCE AND LEASE

SECTION 11.01. Company May Consolidate, etc., on CertainTerms.

Nothing contained in this Indenture or in the DebtSecurities shall prevent any consolidation or merger of the Company with orinto any other corporation or corporations (whether or not affiliated with theCompany) or successive consolidations or mergers in which the Company or itssuccessor or successors shall be a party or parties, or shall prevent any sale,conveyance, transfer or other disposition of all or substantially all of theproperty or capital stock

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of the Company or its successor or successors to anyother corporation (whether or not affiliated with the Company, or its successoror successors) authorized to acquire and operate the same; provided, however,that the Company hereby covenants and agrees that, (i) upon any suchconsolidation, merger (where the Company is not the surviving corporation),sale, conveyance, transfer or other disposition, the successor entity shall bea corporation organized and existing under the laws of the United States or anystate thereof or the District of Columbia (unless such corporation has (1)agreed to make all payments due in respect of the Debt Securities or, ifoutstanding, the Capital Securities and Capital Securities Guarantee withoutwithholding or deduction for, or on account of, any taxes, duties, assessmentsor other governmental charges under the laws or regulations of the jurisdictionof organization or residence (for tax purposes) of such corporation or anypolitical subdivision or taxing authority thereof or therein unless required byapplicable law, in which case such corporation shall have agreed to pay suchadditional amounts as shall be required so that the net amounts received andretained by the Securityholders or holders of Capital Securities, as the casemay be, after payment of all taxes (including withholding taxes), duties,assessments or other governmental charges, will be equal to the amounts thatsuch Securityholders or holders of Capital Securities would have received andretained had no such taxes (including withholding taxes), duties, assessmentsor other governmental charges been imposed, (2) irrevocably and unconditionallyconsented and submitted to the jurisdiction of any United States federal courtor New York state court, in each case located in The City of New York, Boroughof Manhattan, in respect of any action, suit or proceeding against it arisingout of or in connection with this Indenture, the Debt Securities, the CapitalSecurities Guarantee or the Declaration and irrevocably and unconditionallywaived, to the fullest extent permitted by law, any objection to the laying ofvenue in any such court or that any such action, suit or proceeding has beenbrought in an inconvenient forum and (3) irrevocably appointed an agent in TheCity of New York for service of process in any action, suit or proceedingreferred to in clause (2) above) and such corporation expressly assumes all ofthe obligations of the Company under the Debt Securities, this Indenture, theCapital Securities Guarantee and the Declaration and (ii) after giving effectto any such consolidation, merger, sale, conveyance, transfer or otherdisposition, no Default or Event of Default shall have occurred and becontinuing.

SECTION 11.02. Successor Entity to be Substituted.

In case of any such consolidation, merger, sale,conveyance, transfer or other disposition contemplated in Section 11.01 andupon the assumption by the successor entity, by supplemental indenture,executed and delivered to the Trustee and reasonably satisfactory in form tothe Trustee, of the due and punctual payment of the principal of and premium,if any, and interest on all of the Debt Securities and the due and punctualperformance and observance of all of the covenants and conditions of thisIndenture to be performed or observed by the Company, such successor entityshall succeed to and be substituted for the Company, with the same effect as ifit had been named herein as the Company, and thereupon the predecessor entityshall be relieved of any further liability or obligation hereunder or upon theDebt Securities. Such successor entity thereupon may cause to be signed, andmay issue either in its own name or in the name of the Company, any or all ofthe Debt Securities issuable hereunder which theretofore shall not have beensigned by the Company and delivered to the Trustee or the Authenticating Agent;and, upon the order of such successor entity instead of the Company and subjectto all the terms, conditions and limitations in this Indenture prescribed, theTrustee or the Authenticating

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Agent shall authenticate and deliver any DebtSecurities which previously shall have been signed and delivered by theofficers of the Company, to the Trustee or the Authenticating Agent forauthentication, and any Debt Securities which such successor entity thereaftershall cause to be signed and delivered to the Trustee or the AuthenticatingAgent for that purpose. All the Debt Securities so issued shall in all respectshave the same legal rank and benefit under this Indenture as the DebtSecurities theretofore or thereafter issued in accordance with the terms ofthis Indenture as though all of such Debt Securities had been issued at thedate of the execution hereof.

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

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

ARTICLE XII

SATISFACTIONAND DISCHARGE OF INDENTURE

SECTION 12.01. Discharge of Indenture.

When (a) the Company shall deliver to the Trustee forcancellation all Debt Securities theretofore authenticated (other than any DebtSecurities which shall have been destroyed, lost or stolen and which shall havebeen replaced or paid as provided in Section 2.06) and not theretoforecanceled, or (b) all the Debt Securities not theretofore canceled or deliveredto the Trustee for cancellation shall have become due and payable, or are bytheir terms to become due and payable within one year or are to be called forredemption within one year under arrangements satisfactory to the Trustee forthe giving of notice of redemption, and the Company shall deposit with theTrustee, in trust, funds, which shall be immediately due and payable,sufficient to pay at maturity or upon redemption all of the Debt Securities(other than any Debt Securities which shall have been destroyed, lost or stolenand which shall have been replaced or paid as provided in Section 2.06) nottheretofore canceled or delivered to the Trustee for cancellation, includingprincipal and premium, if any, and interest due or to become due to such dateof maturity or redemption date, as the case may be, but excluding, however, theamount of any moneys for the payment of principal of, and premium, if any, orinterest on the Debt Securities (1) theretofore repaid to the Company inaccordance with the provisions of Section 12.04, or (2) paid to any state or tothe District of Columbia pursuant to its unclaimed property or similar laws,and if in the case of either clause (a) or clause (b) the Company shall alsopay or cause to be paid all other sums payable hereunder by the Company, thenthis Indenture shall cease to be of further effect except for the provisions ofSections 2.05, 2.06, 3.01, 3.02, 3.04, 6.06, 6.09 and 12.04 hereof, which shallsurvive until such Debt Securities shall mature or are redeemed, as the casemay be, and are paid in full. Thereafter, Sections 6.06, 6.09 and 12.04 shallsurvive, and the Trustee, on demand of the Company accompanied by an Officers’Certificate and an Opinion of Counsel, each stating that all conditionsprecedent herein provided for relating to the satisfaction and discharge ofthis Indenture have been complied with, and at

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the cost and expense of the Company, shall executeproper instruments acknowledging satisfaction of and discharging thisIndenture, the Company, however, hereby agreeing to reimburse the Trustee forany costs or expenses thereafter reasonably and properly incurred by theTrustee in connection with this Indenture or the Debt Securities.

SECTION 12.02. Deposited Moneys to be Held in Trust byTrustee.

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

SECTION 12.03. Paying Agent to Repay Moneys Held.

Uponthe satisfaction and discharge of this Indenture, all moneys then held by anyPaying Agent of the Debt Securities (other than the Trustee) shall, upon demandof the Company, be repaid to the Company or paid to the Trustee, and thereuponsuch Paying Agent shall be released from all further liability with respect tosuch moneys.

SECTION 12.04. Return of Unclaimed Moneys.

Anymoneys deposited with or paid to the Trustee or any Paying Agent for payment ofthe principal of, and premium, if any, or interest on Debt Securities and notapplied but remaining unclaimed by the Securityholders for two years after thedate upon which the principal of, and premium, if any, or interest on such DebtSecurities, as the case may be, shall have become due and payable, shall berepaid to the Company by the Trustee or such Paying Agent on written demand;and the holder of any of the Debt Securities shall thereafter look only to theCompany for any payment which such Securityholder may be entitled to collectand all liability of the Trustee or such Paying Agent with respect to suchmoneys shall thereupon cease.

ARTICLE XIII

IMMUNITYOF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 13.01. Indenture and Debt Securities SolelyCorporate Obligations.

No recourse for the payment of the principal of orpremium, if any, or interest on any Debt Security, or for any claim basedthereon or otherwise in respect thereof, and no recourse under or upon anyobligation, covenant or agreement of the Company in this Indenture or in anysupplemental indenture, or in any such Debt Security, or because of the creationof any indebtedness represented thereby, shall be had against any incorporator,stockholder, officer, director, employee or agent, as such, past, present orfuture, of the Company or of any predecessor or successor corporation of theCompany, either directly or through the Company or any successor corporation ofthe Company, whether by virtue of any constitution, statute or rule of law, orby the enforcement of any assessment or penalty or otherwise; it beingexpressly

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understood that all such liability is hereby expresslywaived and released as a condition of, and as a consideration for, theexecution of this Indenture and the issue of the Debt Securities.

ARTICLE XIV

MISCELLANEOUSPROVISIONS

SECTION 14.01. Successors.

Allthe covenants, stipulations, promises and agreements of the Company containedin this Indenture shall bind its successors and assigns whether so expressed ornot.

SECTION 14.02. Official Acts by Successor Entity.

Anyact or proceeding by any provision of this Indenture authorized or required tobe done or performed by any board, committee or officer of the Company shalland may be done and performed with like force and effect by the like board,committee, officer or other authorized Person of any entity that shall at thetime be the lawful successor of the Company.

SECTION 14.03. Surrender of Company Powers.

TheCompany by instrument in writing executed by authority of 2/3 (two-thirds) ofits Board of Directors and delivered to the Trustee may surrender any of thepowers reserved to the Company and thereupon such power so surrendered shallterminate both as to the Company and as to any permitted successor.

SECTION 14.04. Addresses for Notices, etc.

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

Chino CommercialBancorp

14345 PipelineAvenue

Chino, California91710

Attention: Dann H. Bowman

Anynotice, direction, request or demand by any Securityholder or the Company to orupon the Trustee shall be deemed to have been sufficiently given or made, forall purposes, if given or made in writing at the office of U.S. Bank NationalAssociation at:

One FederalStreet, 3rd FloorBoston, Massachusetts 02110Attn: Corporate Trust Services – Chino Statutory Trust I

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SECTION 14.05. Governing Law.

ThisIndenture and the Debt Securities shall each be governed by, and construed inaccordance with, the laws of the State of New York, without regard to conflictof laws principles of said State other than Section 5-1401 of the New YorkGeneral Obligations Law.

SECTION 14.06. Evidence of Compliance with ConditionsPrecedent.

Uponany application or demand by the Company to the Trustee to take any actionunder any of the provisions of this Indenture, the Company shall furnish to theTrustee an Officers’ Certificate stating that in the opinion of the signers allconditions precedent, if any, provided for in this Indenture relating to theproposed action have been complied with and an Opinion of Counsel stating that,in the opinion of such counsel, all such conditions precedent have beencomplied with (except that no such Opinion of Counsel is required to befurnished to the Trustee in connection with the authentication and issuance ofDebt Securities issued on the date of this Indenture).

Eachcertificate or opinion provided for in this Indenture and delivered to theTrustee with respect to compliance with a condition or covenant provided for inthis Indenture (except certificates delivered pursuant to Section 3.05) shallinclude (a) a statement that the person making such certificate or opinion hasread such covenant or condition and the definitions relating thereto; (b) abrief statement as to the nature and scope of the examination or investigationupon which the statements or opinions contained in such certificate or opinionare based; (c) a statement that, in the opinion of such person, he or she hasmade such examination or investigation as is necessary to enable him or her toexpress an informed opinion as to whether or not such covenant or condition hasbeen complied with; and (d) a statement as to whether or not, in the opinion ofsuch person, such condition or covenant has been complied with.

SECTION 14.07. Non-Business Days.

Notwithstandinganything to the contrary contained herein, if any Interest Payment Date, otherthan on the Maturity Date, any Redemption Date or the Special Redemption Date,falls on a day that is not a Business Day, then any interest payable will bepaid on, and such Interest Payment Date will be moved to, the next succeedingBusiness Day, and additional interest will accrue for each day that suchpayment is delayed as a result thereof. If the Maturity Date, Redemption Dateor Special Redemption Date falls on a day that is not a Business Day, then theprincipal, premium, if any, and/or interest payable on such date will be paidon the next succeeding Business Day, and no additional interest will accrue(except that, if such Business Day falls in the next calendar year, suchpayment will be made on the immediately preceding Business Day).

SECTION 14.08. Table of Contents, Headings, etc.

The table of contents and the titles and headings ofthe articles and sections of this Indenture have been inserted for convenienceof reference only, are not to be considered a part hereof, and shall in no waymodify or restrict any of the terms or provisions hereof.

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SECTION 14.09. Execution in Counterparts.

ThisIndenture may be executed in any number of counterparts, each of which shall bean original, but such counterparts shall together constitute but one and thesame instrument.

SECTION 14.10. Severability.

Incase any one or more of the provisions contained in this Indenture or in theDebt Securities shall for any reason be held to be invalid, illegal orunenforceable in any respect, such invalidity, illegality or unenforceabilityshall not affect any other provisions of this Indenture or of such DebtSecurities, but this Indenture and such Debt Securities shall be construed asif such invalid or illegal or unenforceable provision had never been containedherein or therein.

SECTION 14.11. Assignment.

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

SECTION 14.12. Acknowledgment of Rights.

The Company acknowledges that, with respect to anyDebt Securities held by the Trust or the Institutional Trustee of the Trust, ifthe Institutional Trustee of the Trust fails to enforce its rights under thisIndenture as the Securityholder held as the assets of the Trust after theholders of a majority in Liquidation Amount of the Capital Securities of theTrust have so directed in writing such Institutional Trustee, a holder ofrecord of such Capital Securities may to the fullest extent permitted by lawinstitute legal proceedings directly against the Company to enforce suchInstitutional Trustee’s rights under this Indenture without first institutingany legal proceedings against such Institutional Trustee or any other Person.Notwithstanding the foregoing, if an Event of Default has occurred and iscontinuing and such event is attributable to the failure of the Company to payinterest (or premium, if any) or principal on the Debt Securities on the datesuch interest (or premium, if any) or principal is otherwise due and payable(or in the case of redemption, on the redemption date), the Companyacknowledges that a holder of record of Capital Securities of the Trust maydirectly institute a proceeding against the Company for enforcement of paymentto such holder directly of the principal of (or premium, if any) or interest onthe Debt Securities having an aggregate principal amount equal to the aggregateLiquidation Amount of the Capital Securities of such holder on or after therespective due date specified in the Debt Securities.

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ARTICLE XV

SUBORDINATIONOF DEBT SECURITIES

SECTION 15.01. Agreement to Subordinate.

TheCompany covenants and agrees, and each holder of Debt Securities issuedhereunder and under any supplemental indenture (the “Additional Provisions”) bysuch Securityholder’s acceptance thereof likewise covenants and agrees, thatall Debt Securities shall be issued subject to the provisions of this ArticleXV; and each Securityholder, whether upon original issue or upon transfer orassignment thereof, accepts and agrees to be bound by such provisions.

Thepayment by the Company of the payments due on all Debt Securities issuedhereunder and under any Additional Provisions shall, to the extent and in themanner hereinafter set forth, be subordinated and junior in right of payment tothe prior payment in full of all Senior Indebtedness of the Company, whetheroutstanding at the date of this Indenture or thereafter incurred.

Noprovision of this Article XV shall prevent the occurrence of any Default orEvent of Default hereunder.

SECTION 15.02. Default on Senior Indebtedness.

In theevent and during the continuation of any default by the Company in the paymentof principal, premium, interest or any other payment due on any SeniorIndebtedness of the Company following any applicable grace period, or in theevent that the maturity of any Senior Indebtedness of the Company has beenaccelerated because of a default, and such acceleration has not been rescindedor canceled and such Senior Indebtedness has not been paid in full, then, ineither case, no payment shall be made by the Company with respect to thepayments due on the Debt Securities.

In theevent that, notwithstanding the foregoing, any payment shall be received by theTrustee when such payment is prohibited by the preceding paragraph of thisSection 15.02, such payment shall, subject to Section 15.06, be held in trustfor the benefit of, and shall be paid over or delivered to, the holders ofSenior Indebtedness or their respective representatives, or to the trustee ortrustees under any indenture pursuant to which any of such Senior Indebtednessmay have been issued, as their respective interests may appear, but only to theextent that the holders of the Senior Indebtedness (or their representative orrepresentatives or a trustee) notify the Trustee in writing within 90 days ofsuch payment of the amounts then due and owing on the Senior Indebtedness andonly the amounts specified in such notice to the Trustee shall be paid to theholders of Senior Indebtedness.

SECTION 15.03. Liquidation; Dissolution; Bankruptcy.

Upon any payment by the Company or distribution ofassets of the Company of any kind or character, whether in cash, property orsecurities, to creditors upon any dissolution or winding-up or liquidation orreorganization of the Company, whether voluntary or involuntary or

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in bankruptcy, insolvency, receivership or otherproceedings, all amounts due upon all Senior Indebtedness of the Company shallfirst be paid in full, or payment thereof provided for in money in accordancewith its terms, before any payment is made by the Company on the DebtSecurities; and upon any such dissolution or winding-up or liquidation orreorganization, any payment by the Company, or distribution of assets of theCompany of any kind or character, whether in cash, property or securities, towhich the Securityholders or the Trustee would be entitled to receive from theCompany, except for the provisions of this Article XV, shall be paid by theCompany, or by any receiver, trustee in bankruptcy, liquidating trustee, agentor other Person making such payment or distribution, or by the Securityholdersor by the Trustee under this Indenture if received by them or it, directly tothe holders of Senior Indebtedness of the Company (pro rata to such holders onthe basis of the respective amounts of Senior Indebtedness held by suchholders, as calculated by the Company) or their representative orrepresentatives, or to the trustee or trustees under any indenture pursuant towhich any instruments evidencing such Senior Indebtedness may have been issued,as their respective interests may appear, to the extent necessary to pay suchSenior Indebtedness in full, in money or money’s worth, after giving effect toany concurrent payment or distribution to or for the holders of such SeniorIndebtedness, before any payment or distribution is made to theSecurityholders.

In theevent that, notwithstanding the foregoing, any payment or distribution ofassets of the Company of any kind or character, whether in cash, property orsecurities, prohibited by the foregoing, shall be received by the Trusteebefore all Senior Indebtedness of the Company is paid in full, or provision ismade for such payment in money in accordance with its terms, such payment ordistribution shall be held in trust for the benefit of and shall be paid overor delivered to the holders of such Senior Indebtedness or their representativeor representatives, or to the trustee or trustees under any indenture pursuantto which any instruments evidencing such Senior Indebtedness may have beenissued, as their respective interests may appear, as calculated by the Company,for application to the payment of all Senior Indebtedness of the Companyremaining unpaid to the extent necessary to pay such Senior Indebtedness infull in money in accordance with its terms, after giving effect to anyconcurrent payment or distribution to or for the benefit of the holders of suchSenior Indebtedness.

For purposes of this Article XV, the words “cash,property or securities” shall not be deemed to include shares of stock of theCompany as reorganized or readjusted, or securities of the Company or any othercorporation provided for by a plan of reorganization or readjustment, thepayment of which is subordinated at least to the extent provided in thisArticle XV with respect to the Debt Securities to the payment of all SeniorIndebtedness of the Company, that may at the time be outstanding, provided,that (a) such Senior Indebtedness is assumed by the new corporation, if any,resulting from any such reorganization or readjustment, and (b) the rights ofthe holders of such Senior Indebtedness are not, without the consent of suchholders, altered by such reorganization or readjustment. The consolidation ofthe Company with, or the merger of the Company into, another corporation or theliquidation or dissolution of the Company following the conveyance, transfer orother disposition of its property as an entirety, or substantially as anentirety, to another corporation upon the terms and conditions provided for inArticle XI of this Indenture shall not be deemed a dissolution,winding-up, liquidation or reorganization for the purposes of this Section15.03 if such other corporation shall, as a part of such consolidation, merger,conveyance or transfer, comply with the conditions stated in

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Article XI of this Indenture. Nothing in Section15.02 or in this Section 15.03 shall apply to claims of, or payments to, theTrustee under or pursuant to Section 6.06 of this Indenture.

SECTION 15.04. Subrogation.

Subjectto the payment in full of all Senior Indebtedness of the Company, theSecurityholders shall be subrogated to the rights of the holders of such SeniorIndebtedness to receive payments or distributions of cash, property orsecurities of the Company applicable to such Senior Indebtedness until allpayments due on the Debt Securities shall be paid in full; and, for thepurposes of such subrogation, no payments or distributions to the holders ofsuch Senior Indebtedness of any cash, property or securities to which the Securityholdersor the Trustee would be entitled except for the provisions of this Article XV,and no payment over pursuant to the provisions of this Article XV to or for thebenefit of the holders of such Senior Indebtedness by Securityholders or theTrustee, shall, as between the Company, its creditors other than holders ofSenior Indebtedness of the Company, and the Securityholders be deemed to be apayment or distribution by the Company to or on account of such SeniorIndebtedness. It is understood that the provisions of this Article XV are andare intended solely for the purposes of defining the relative rights of theSecurityholders, on the one hand, and the holders of such Senior Indebtedness,on the other hand.

Nothingcontained in this Article XV or elsewhere in this Indenture, any AdditionalProvisions or in the Debt Securities is intended to or shall impair, as betweenthe Company, its creditors other than the holders of Senior Indebtedness of theCompany, and the Securityholders, the obligation of the Company, which isabsolute and unconditional, to pay to the Securityholders all payments on theDebt Securities as and when the same shall become due and payable in accordancewith their terms, or is intended to or shall affect the relative rights of theSecurityholders and creditors of the Company, other than the holders of SeniorIndebtedness of the Company, nor shall anything herein or therein prevent theTrustee or the holder of any Debt Security from exercising all remediesotherwise permitted by applicable law upon default under this Indenture,subject to the rights, if any, under this Article XV of the holders of suchSenior Indebtedness in respect of cash, property or securities of the Companyreceived upon the exercise of any such remedy.

Upon any payment or distribution of assets of theCompany referred to in this Article XV, the Trustee, subject to the provisionsof Article VI of this Indenture, and the Securityholders shall be entitled toconclusively rely upon any order or decree made by any court of competentjurisdiction in which such dissolution, winding-up, liquidation orreorganization proceedings are pending, or a certificate of the receiver,trustee in bankruptcy, liquidation trustee, agent or other Person making suchpayment or distribution, delivered to the Trustee or to the Securityholders,for the purposes of ascertaining the Persons entitled to participate in suchdistribution, the holders of Senior Indebtedness and other indebtedness of theCompany, the amount thereof or payable thereon, the amount or amounts paid ordistributed thereon and all other facts pertinent thereto or to this ArticleXV.

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SECTION 15.05. Trustee to Effectuate Subordination.

EachSecurityholder by such Securityholder’s acceptance thereof authorizes anddirects the Trustee on such Securityholder’s behalf to take such action as maybe necessary or appropriate to effectuate the subordination provided in thisArticle XV and appoints the Trustee such Securityholder’s attorney-in-fact forany and all such purposes.

SECTION 15.06. Notice by the Company.

TheCompany shall give prompt written notice to a Responsible Officer of theTrustee at the Principal Office of the Trustee of any fact known to the Companythat would prohibit the making of any payment of moneys to or by the Trustee inrespect of the Debt Securities pursuant to the provisions of this Article XV.Notwithstanding the provisions of this Article XV orany other provision of this Indenture or any Additional Provisions, the Trusteeshall not be charged with knowledge of the existence of any facts that wouldprohibit the making of any payment of moneys to or by the Trustee in respect ofthe Debt Securities pursuant to the provisions of this Article XV, unless anduntil a Responsible Officer of the Trustee at the Principal Office of theTrustee shall have received written notice thereof from the Company or a holderor holders of Senior Indebtedness or from any trustee therefor; and before thereceipt of any such written notice, the Trustee, subject to the provisions ofArticle VI of this Indenture, shall be entitled in all respects to assume thatno such facts exist; provided, however, that if the Trustee shallnot have received the notice provided for in this Section 15.06 at least twoBusiness Days prior to the date upon which by the terms hereof any money maybecome payable for any purpose (including, without limitation, the payment ofthe principal of (or premium, if any) or interest on any Debt Security), then,anything herein contained to the contrary notwithstanding, the Trustee shallhave full power and authority to receive such money and to apply the same tothe purposes for which they were received, and shall not be affected by anynotice to the contrary that may be received by it within two Business Days priorto such date.

TheTrustee, subject to the provisions of Article VI of this Indenture, shall beentitled to conclusively rely on the delivery to it of a written notice by aPerson representing himself or herself to be a holder of Senior Indebtedness ofthe Company (or a trustee or representative on behalf of such holder) toestablish that such notice has been given by a holder of such SeniorIndebtedness or a trustee or representative on behalf of any such holder orholders. In the event that the Trustee determines in good faith that furtherevidence is required with respect to the right of any Person as a holder ofsuch Senior Indebtedness to participate in any payment or distribution pursuantto this Article XV, the Trustee may request such Person to furnish evidence tothe reasonable satisfaction of the Trustee as to the amount of such SeniorIndebtedness held by such Person, the extent to which such Person is entitledto participate in such payment or distribution and any other facts pertinent tothe rights of such Person under this Article XV, and, if such evidence is notfurnished, the Trustee may defer any payment to such Person pending judicialdetermination as to the right of such Person to receive such payment.

SECTION 15.07. Rights of the Trustee, Holders of SeniorIndebtedness.

The Trustee in its individual capacity shall beentitled to all the rights set forth in this Article XV in respect of anySenior Indebtedness at any time held by it, to the same extent as

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any other holder of Senior Indebtedness, and nothingin this Indenture or any Additional Provisions shall deprive the Trustee of anyof its rights as such holder.

Withrespect to the holders of Senior Indebtedness of the Company, the Trusteeundertakes to perform or to observe only such of its covenants and obligationsas are specifically set forth in this Article XV, and no implied covenants orobligations with respect to the holders of such Senior Indebtedness shall beread into this Indenture or any Additional Provisions against the Trustee. TheTrustee shall not owe or be deemed to owe any fiduciary duty to the holders ofsuch Senior Indebtedness and, subject to the provisions of Article VI of thisIndenture, the Trustee shall not be liable to any holder of such SeniorIndebtedness if it shall pay over or deliver to Securityholders, the Company orany other Person money or assets to which any holder of such SeniorIndebtedness shall be entitled by virtue of this Article XV or otherwise.

Nothingin this Article XV shall apply to claims of, or payments to, the Trustee underor pursuant to Section 6.06.

SECTION 15.08. Subordination May Not Be Impaired.

Noright of any present or future holder of any Senior Indebtedness of the Companyto enforce subordination as herein provided shall at any time in any way beprejudiced or impaired by any act or failure to act on the part of the Company,or by any act or failure to act, in good faith, by any such holder, or by anynoncompliance by the Company, with the terms, provisions and covenants of this Indenture,regardless of any knowledge thereof that any such holder may have or otherwisebe charged with.

Withoutin any way limiting the generality of the foregoing paragraph, the holders ofSenior Indebtedness of the Company may, at any time and from time to time,without the consent of or notice to the Trustee or the Securityholders, withoutincurring responsibility to the Securityholders and without impairing orreleasing the subordination provided in this Article XV or the obligationshereunder of the Securityholders to the holders of such Senior Indebtedness, doany one or more of the following: (a) change the manner, place or terms ofpayment or extend the time of payment of, or renew or alter, such SeniorIndebtedness, or otherwise amend or supplement in any manner such SeniorIndebtedness or any instrument evidencing the same or any agreement under whichsuch Senior Indebtedness is outstanding; (b) sell, exchange, release orotherwise deal with any property pledged, mortgaged or otherwise securing suchSenior Indebtedness; (c) release any Person liable in any manner for thecollection of such Senior Indebtedness; and (d) exercise or refrain fromexercising any rights against the Company, and any other Person.

U.S.Bank National Association, in its capacity as Trustee, hereby accepts thetrusts in this Indenture declared and provided, upon the terms and conditionsherein above set forth.

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INWITNESS WHEREOF, the parties hereto have caused this Indenture to be dulyexecuted by their respective officers thereunto duly authorized, as of the dayand year first above written.
|            | **Chino Commercial Bancorp**                   |
|------------|------------------------------------------------|
|       |                                           |
|       | By:                                            | */s/  Dann H. Bowman* |
|       | Name:                                          | Dann H. Bowman |
|       | Title:                                         | President and  Chief Executive Officer |
| ** ** | ** **                                     |
| ** ** | ** **                                     |
| ** ** | **U.S. Bank National Association, as Trustee** |
| ** ** | ** **                                     |
| ** ** | ** **                                     |
|       | By:                                            | */s/  Paul D. Allen* |
|       | Name:                                          | Paul D. Allen |
|       | Title:                                         | Vice President |

 

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**EXHIBIT A**

**FORM OF JUNIOR SUBORDINATEDDEBT SECURITYDUE 2036**

[FORM OF FACEOF SECURITY]

THIS SECURITY HASNOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIESACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS.NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BEREOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISEDISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION ISEXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIESACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELLOR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TORULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON THE HOLDERREASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIEDINSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE INRELIANCE ON RULE 144A, (C) TO A “NON U.S. PERSON” IN AN “OFFSHORE TRANSACTION”PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTIONFROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN “ACCREDITEDINVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWNACCOUNT, OR FOR THE ACCOUNT OF SUCH AN “ACCREDITED INVESTOR,” FOR INVESTMENTPURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANYDISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHERAVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFERPURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OFCOUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT INACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THECOMPANY. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT ITWILL COMPLY WITH THE FOREGOING RESTRICTIONS.

THE HOLDER OF THISSECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS AND WARRANTS THAT IT WILLNOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY UNLESS SUCHTRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT OR AN APPLICABLEEXEMPTION THEREFROM.

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THE HOLDER OF THISSECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT ITIS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN ORARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACTOF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF1986, AS AMENDED (THE “CODE”), (EACH A “PLAN”), OR AN ENTITY WHOSE UNDERLYINGASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITYAND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THISSECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLEFOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITEDTRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHERAPPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOTPROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TOSUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANYINTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDINGTHEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANINGOF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE ISAPPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFITPLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEEBENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOTRESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVEEXEMPTION.

IN CONNECTION WITHANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE COMPANY ANDTRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THEINDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOINGRESTRICTIONS.

THIS SECURITY WILLBE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A PRINCIPAL AMOUNT OFNOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTEDTRANSFER OF THIS SECURITY IN A BLOCK HAVING A PRINCIPAL AMOUNT OF LESS THAN$100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCHPURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY FORANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ONTHIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NOINTEREST WHATSOEVER IN THIS SECURITY.

THIS OBLIGATION ISNOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OFTHE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE CORPORATION. THISOBLIGATION IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND THE CLAIMS OFGENERAL AND SECURED CREDITORS OF THE COMPANY, IS INELIGIBLE AS COLLATERAL

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FOR A LOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIESAND IS NOT SECURED.

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Form of Junior Subordinated Debt Security due 2036

of

Chino CommercialBancorp

Chino CommercialBancorp, a bank holding company incorporated in California (the “Company”), forvalue received promises to pay to U.S. Bank National Association, not in itsindividual capacity but solely as Institutional Trustee for Chino StatutoryTrust I, a Connecticut statutory trust (the “Securityholder”), or registeredassigns, the principal sum of Three Million Ninety Three Thousand Dollars onDecember 15, 2036 and to pay interest on said principal sum from October 27,2006, or from the most recent interest payment date (each such date, an “InterestPayment Date”) to which interest has been paid or duly provided for, quarterly(subject to deferral as set forth herein) in arrears on March 15, June 15,September 15 and December 15 of each year commencing December 15, 2006, at therate of 6.795% (the “Fixed Rate”) per annum until December 15, 2011 (the “FixedRate Period”) and thereafter at a variable per annum rate equal to LIBOR (asdefined in the Indenture) plus 1.68% (the “Variable Rate” and together with theFixed Rate the “Interest Rate”) (provided, however, that the Interest Rate forany Interest Payment Period may not exceed the highest rate permitted by NewYork law, as the same may be modified by United States law of generalapplicability) until the principal hereof shall have become due and payable,and on any overdue principal and (without duplication and to the extent thatpayment of such interest is enforceable under applicable law) on any overdueinstallment of interest at an annual rate equal to the Interest Rate in effectfor each such Extension Period compounded quarterly. The amount of interestpayable on any Interest Payment Date shall be computed during the Fixed RatePeriod on the basis of a 360-day year of twelve 30-day months and the amountpayable for any partial period shall be computed on the basis of the number ofdays elapsed in a 360-day year of twelve 30-day months, and thereafter on thebasis of a 360-day year and the actual number of days elapsed in the relevantinterest period. Notwithstanding anything to the contrary contained herein, ifany Interest Payment Date, other than on the Maturity Date, any Redemption Date(to the extent redeemed) or the Special Redemption Date, falls on a day that isnot a Business Day, then any interest payable will be paid on, and suchInterest Payment Date will be moved to, the next succeeding Business Day, andno additional interest will accrue for each day that such payment is delayed asa result thereof. If the Maturity Date, Redemption Date or Special RedemptionDate falls on a day that is not a Business Day, then the principal, premium, ifany, and/or interest payable on such date will be paid on the next succeedingBusiness Day, and no additional interest will accrue (except that, if suchBusiness Day falls in the next calendar year, such payment will be made on theimmediately preceding Business Day). The interest installment so payable, andpunctually paid or duly provided for, on any Interest Payment Date will, asprovided in the Indenture, be paid to the Person in whose name this DebtSecurity (or one or more Predecessor Securities, as defined in said Indenture)is registered at the close of business on the regular record date for suchinterest installment, except that interest and any Deferred Interest payable onthe Maturity Date shall be paid to the Person to whom principal is paid. Anysuch interest installment not punctually paid or duly provided for shallforthwith cease to be payable to the registered Securityholders on such regularrecord date and may be paid to the Person in whose name this Debt Security (orone or more Predecessor Debt Securities) is registered at the close of businesson a special record date to be fixed by the Trustee for the payment of suchdefaulted interest, notice whereof shall be

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given to the registered Securityholders not less than10 days prior to such special record date, all as more fully provided in theIndenture. The principal of and interest on this Debt Security shall be payableat the office or agency of the Trustee (or other Paying Agent appointed by theCompany) maintained for that purpose in any coin or currency of the UnitedStates of America that at the time of payment is legal tender for payment ofpublic and private debts; provided, however, that payment ofinterest may be made at the option of the Company by check mailed to theregistered Securityholder at such address as shall appear in the Debt SecurityRegister or by wire transfer of immediately available funds to an accountappropriately designated by the holder hereof. Notwithstanding the foregoing,so long as the holder of this Debt Security is the Institutional Trustee,payment of the principal of and premium, if any, and interest on this DebtSecurity shall be made in immediately available funds when due at such placeand to such account as may be designated by the Institutional Trustee. Allpayments in respect of this Debt Security shall be payable in any coin orcurrency of the United States of America that at the time of payment is legaltender for payment of public and private debts.

Uponsubmission of Notice (as defined in the Indenture) and so long as no Event ofDefault pursuant to paragraphs (c), (e), (f) or (g) of Section 5.01 of theIndenture has occurred and is continuing, the Company shall have the rightunder the Indenture, from time to time and without causing an Event of Default,to defer payments of interest on the Debt Securities by extending the interestdistribution period on the Debt Securities at any time and from time to timeduring the term of the Debt Securities, for up to 20 consecutive quarterlyperiods (each such extended interest distribution period, an “Extension Period”),during which Extension Period no interest shall be due and payable (except anyAdditional Interest that may be due and payable). During any Extension Period,interest will continue to accrue on the Debt Securities, and interest on suchaccrued interest (such accrued interest and interest thereon referred to hereinas “Deferred Interest”) will accrue at an annual rate equal to the InterestRate applicable during such Extension Period, compounded quarterly from thedate such Deferred Interest would have been payable were it not for theExtension Period, to the extent permitted by law. No Extension Period may endon a date other than an Interest Payment Date. At the end of any such ExtensionPeriod the Company shall pay all Deferred Interest then accrued and unpaid onthe Debt Securities; provided, however, that no Extension Periodmay extend beyond the Maturity Date, Redemption Date (to the extent redeemed)or Special Redemption Date; and provided, further, however,during any such Extension Period, the Company may not (i) declare or pay anydividends or distributions on, or redeem, purchase, acquire, or make aliquidation payment with respect to, any of the Company’s capital stock or (ii)make any payment of principal of or premium, if any, or interest on or repay,repurchase or redeem any debt securities of the Company that rank pari passu inall respects with or junior in interest to the Debt Securities or (iii) makeany payment under any guarantees of the Company that rank in all respects *pari passu* with or junior in respect tothe Capital Securities Guarantee (other than (a) repurchases, redemptions orother acquisitions of shares of capital stock of the Company (A) in connectionwith any employment contract, benefit plan or other similar arrangement with orfor the benefit of one or more employees, officers, directors or consultants,(B) in connection with a dividend reinvestment or stockholder stock purchaseplan or (C) in connection with the issuance of capital stock of the Company (orsecurities convertible into or exercisable for such capital stock), asconsideration in an acquisition transaction entered into prior to theapplicable Extension Period, (b) as a result of any exchange, reclassification,combination or conversion of any class or series of the Company’s capital stock(or any capital stock of a subsidiary of the Company) for any class or

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series of the Company’s capital stock or of any classor series of the Company’s indebtedness for any class or series of the Company’scapital stock, (c) the purchase of fractional interests in shares of theCompany’s capital stock pursuant to the conversion or exchange provisions ofsuch capital stock or the security being converted or exchanged, (d) anydeclaration of a dividend in connection with any stockholder’s rights plan, orthe issuance of rights, stock or other property under any stockholder’s rightsplan, or the redemption or repurchase of rights pursuant thereto, or (e) anydividend in the form of stock, warrants, options or other rights where thedividend stock or the stock issuable upon exercise of such warrants, options orother rights is the same stock as that on which the dividend is being paid orranks *pari passu* with or junior to suchstock). Prior to the termination of any Extension Period, the Company mayfurther extend such Extension Period; provided, that no Extension Period(including all previous and further consecutive extensions that are part ofsuch Extension Period) shall exceed 20 consecutive quarterly periods, or extendbeyond the Maturity Date, Redemption Date (to the extent redeemed) or SpecialRedemption Date. Upon the termination of any Extension Period and upon thepayment of all Deferred Interest, the Company may commence a new ExtensionPeriod, subject to the foregoing requirements. No interest or Deferred Interestshall be due and payable during an Extension Period, except at the end thereof,but Deferred Interest shall accrue upon each installment of interest that wouldotherwise have been due and payable during such Extension Period until suchinstallment is paid. The Company must give the Trustee notice of its electionto begin any Extension Period or extend an Extension Period (“Notice”) notlater than the related regular record date for the relevant Interest PaymentDate. The Notice shall describe why the Company has elected to begin anExtension Period. The Notice shall acknowledge and affirm the Company’sunderstanding that it is prohibited from issuing dividends and otherdistributions during the Extension Period. Upon receipt of the Notice, thePlacement Agent shall have the right, at its sole discretion, to disclose thename of the Company, the fact that the Company has elected to begin anExtension Period and other information that such Placement Agent, at its solediscretion, deems relevant to the Company’s election to begin an ExtensionPeriod. The Trustee shall give notice of the Company’s election to begin a newExtension Period to the Securityholders.

The indebtednessevidenced by this Debt Security is, to the extent provided in the Indenture,subordinate and junior in right of payment to the prior payment in full of allSenior Indebtedness, and this Debt Security is issued subject to the provisionsof the Indenture with respect thereto. Each holder of this Debt Security, byaccepting the same, (a) agrees to and shall be bound by such provisions, (b)authorizes and directs the Trustee on such Securityholder’s behalf to take suchaction as may be necessary or appropriate to acknowledge or effectuate thesubordination so provided and (c) appoints the Trustee such Securityholder’sattorney-in-fact for any and all such purposes. Each holder hereof, by suchholder’s acceptance hereof, hereby waives all notice of the acceptance of thesubordination provisions contained herein and in the Indenture by each holderof Senior Indebtedness, whether now outstanding or hereafter incurred, andwaives reliance by each such Securityholder upon said provisions.

The Company waivesdiligence, presentment, demand for payment, notice of nonpayment, notice ofprotest, and all other demands and notices.

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This Debt Securityshall not be entitled to any benefit under the Indenture hereinafter referredto and shall not be valid or become obligatory for any purpose until thecertificate of authentication hereon shall have been signed by or on behalf ofthe Trustee.

The provisions ofthis Debt Security are continued on the reverse side hereof and such continuedprovisions shall for all purposes have the same effect as though fully setforth at this place.

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IN WITNESSWHEREOF, the Company has duly executed this certificate.

|            | **Chino Commercial Bancorp** |
|------------|------------------------------|
| ** ** | ** **                   |
|       | By:                          |   |
|       | Name:                        |   |
|       | Title:                       |   |
|            |                              |  |  |  |

 

Dated:                           ,2006

 

CERTIFICATE OFAUTHENTICATION

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

|        | U.S. Bank National Association, not in its  individual capacity but solely as Trustee |
|--------|---------------------------------------------------------------------------------------|
|   |                                                                                  |
|   | By:                                                                                   |   |
|   |                                                                                  | Authorized Signatory |

 

Dated:                           ,2006

 

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[FORM OF REVERSEOF SECURITY]

This Debt Securityis one of a duly authorized series of Debt Securities of the Company, all issuedor to be issued pursuant to an Indenture (the “Indenture”), dated as of October27, 2006, duly executed and delivered between the Company and U.S. BankNational Association, as Trustee (the “Trustee”), to which Indenture and allindentures supplemental thereto reference is hereby made for a description ofthe rights, limitations of rights, obligations, duties and immunitiesthereunder of the Trustee, the Company and the holders of the Debt Securities(referred to herein as the “Debt Securities”) of which this Debt Security is apart. The summary of the terms of this Debt Security contained herein does notpurport to be complete and is qualified by reference to the Indenture.

Upon theoccurrence and continuation of a Tax Event, an Investment Company Event or aCapital Treatment Event (each a “Special Event”), this Debt Security may becomedue and payable, in whole or in part, at any time, within 90 days following theoccurrence of such Tax Event, Investment Company Event or Capital TreatmentEvent (the “Special Redemption Date”), as the case may be, at the SpecialRedemption Price.

The Company shallalso have the right to redeem this Debt Security at the option of the Company,in whole or in part, on any March 15, June 15, September 15 or December 15 on orafter December 15, 2011 (a “Redemption Date”), at the Redemption Price.

Any redemptionpursuant to either of the two preceding paragraphs will be made, subject to thereceipt by the Company of prior approval from any regulatory authority withjurisdiction over the Company if such approval is then required underapplicable capital guidelines or policies of such regulatory authority, uponnot less than 30 days’ nor more than 60 days’ notice. If the Debt Securitiesare only partially redeemed by the Company, the Debt Securities will beredeemed pro rata or by lot or by any other method utilized by theTrustee.

“Redemption Price”means 100% of the principal amount of the Debt Securities being redeemed plusaccrued and unpaid interest on such Debt Securities to the Redemption Date.

“SpecialRedemption Price” means, with respect to the redemption of any Debt Securityfollowing a Special Event, an amount in cash equal to 103.525% of the principalamount of Debt Securities to be redeemed prior to December 15, 2007 andthereafter equal to the percentage of the principal amount of the DebtSecurities that is specified below for the Special Redemption Date plus, ineach case, unpaid interest accrued thereon to the Special Redemption Date:  

| Special Redemption During the  12-Month Period Beginning December 15 | ** ** | **Percentage of Principal Amount** | ** ** |
|---------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------|------------|
|                                                                                                    |       |                                              |       |   |   |
| 2007                                                                                                    |       |                                              | 103.140    | % |   |
| 2008                                                                                                    |       |                                              | 102.355    | % |   |
| 2009                                                                                                    |       |                                              | 101.570    | % |   |
| 2010                                                                                                    |       |                                              | 100.785    | % |   |
| 2011 and  thereafter                                                                                    |       |                                              | 100.000    | % |   |

 

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

In certain caseswhere an Event of Default pursuant to paragraphs (c), (e), (f) or (g) ofSection 5.01 of the Indenture shall have occurred and be continuing, theprincipal of all of the Debt Securities may be declared, and, in certain cases,shall *ipso facto* become, due and payable, andupon such declaration of acceleration shall become due and payable, in eachcase, in the manner, with the effect and subject to the conditions provided inthe Indenture.

The Indenturecontains provisions permitting the Company and the Trustee, with the consent ofthe holders of not less than a majority in aggregate principal amount of theDebt Securities at the time outstanding affected thereby, as specified in theIndenture, to execute supplemental indentures for the purpose of adding anyprovisions to or changing in any manner or eliminating any of the provisions ofthe Indenture or of any supplemental indenture or of modifying in any mannerthe rights of the Securityholders; provided, however, that nosuch supplemental indenture shall, among other things, without the consent ofthe holders of each Debt Security then outstanding and affected thereby (i)change the Maturity Date of any Debt Security, or reduce the principal amountthereof or any redemption premium thereon, or reduce the rate (or manner ofcalculation of the rate) or extend the time of payment of interest thereon, orreduce (other than as a result of the maturity or earlier redemption of anysuch Debt Security in accordance with the terms of the Indenture and such DebtSecurity) or increase the aggregate principal amount of Debt Securities thenoutstanding, or change any of the redemption provisions, or make the principalthereof or any interest or premium thereon payable in any coin or currencyother than that of the United States that at the time of payment is legaltender for payment of public and private debts, or impair or affect the rightof any Securityholder to institute suit for the payment thereof, or (ii) reducethe aforesaid percentage of Debt Securities, the holders of which are requiredto consent to any such supplemental indenture. The Indenture also containsprovisions permitting the holders of a majority in aggregate principal amountof the Debt Securities at the time outstanding, on behalf of all of theSecurityholders, to waive any past default in the performance of any of thecovenants contained in the Indenture, or established pursuant to the Indenture,and its consequences, except (a) a default in payments due in respect of any ofthe Debt Securities, (b) in respect of covenants or provisions of the Indenturewhich cannot be modified or amended without the consent of the holder of eachDebt Security affected, or (c) in respect of the covenants of the Companyrelating to its ownership of Common Securities of the Trust. Any such consentor waiver by the registered holder of this Debt Security (unless revoked asprovided in the Indenture) shall be conclusive and binding upon suchSecurityholder and upon all future holders and owners of this Debt Security andof any Debt Security issued in exchange herefor or in place hereof (whether byregistration of transfer or otherwise), irrespective of whether or not anynotation of such consent or waiver is made upon this Debt Security.

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

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As provided in theIndenture and subject to certain limitations herein and therein set forth, thisDebt Security is transferable by the registered holder hereof on the DebtSecurity Register of the Company, upon surrender of this Debt Security forregistration of transfer at the office or agency of the Trustee in Boston,Massachusetts accompanied by a written instrument or instruments of transfer inform satisfactory to the Company or the Trustee duly executed by the registeredholder hereof or such Securityholder’s attorney duly authorized in writing, andthereupon one or more new Debt Securities of authorized denominations and forthe same aggregate principal amount will be issued to the designated transfereeor transferees. No service charge will be made for any such registration oftransfer, but the Company may require payment of a sum sufficient to cover anytax or other governmental charge payable in relation thereto.

Prior to duepresentment for registration of transfer of this Debt Security, the Company,the Trustee, any Authenticating Agent, any Paying Agent, any transfer agent andthe Debt Security Registrar may deem and treat the registered holder hereof asthe absolute owner hereof (whether or not this Debt Security shall be overdueand notwithstanding any notice of ownership or writing hereon) for the purposeof receiving payment of the principal of and premium, if any, and interest onthis Debt Security and for all other purposes, and neither the Company nor theTrustee nor any Authenticating Agent nor any Paying Agent nor any transfer agentnor any Debt Security Registrar shall be affected by any notice to thecontrary.

No recourse shallbe had for the payment of the principal of or the interest on this DebtSecurity, or for any claim based hereon, or otherwise in respect hereof, orbased on or in respect of the Indenture, against any incorporator, stockholder,officer or director, past, present or future, as such, of the Company or of anypredecessor or successor corporation, whether by virtue of any constitution,statute or rule of law, or by the enforcement of any assessment or penalty orotherwise, all such liability being, by the acceptance hereof and as part ofthe consideration for the issuance hereof, expressly waived and released.

The DebtSecurities are issuable only in registered certificated form without coupons.As provided in the Indenture and subject to certain limitations herein andtherein set forth, Debt Securities are exchangeable for a like aggregateprincipal amount of Debt Securities of a different authorized denomination, asrequested by the Securityholder surrendering the same.

All terms used inthis Debt Security that are defined in the Indenture shall have the meaningsassigned to them in the Indenture.

THE LAW OF THESTATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THE DEBT SECURITIES, WITHOUTREGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THEGENERAL OBLIGATIONS LAW).

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