EXHIBIT
10.24


CENTRUE FINANCIAL
CORPORATION 


as Issuer


INDENTURE 


Dated as of April
19, 2007


WILMINGTON TRUST
COMPANY 


as Trustee


FIXED/FLOATING RATE JUNIOR SUBORDINATED DEBT SECURITIES DUE 2037






TABLE
OF CONTENTS


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
  I DEFINITIONS

	
 

	
1


	
 

	
 

	
 


	
Section
  1.01

	
 

	
Definitions.

	
 

	
1


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
  II DEBT SECURITIES

	
 

	
9


	
 

	
 

	
 


	
Section
  2.01

	
 

	
Authentication
  and Dating.

	
 

	
9


	
Section
  2.02

	
 

	
Form of Trustee’s Certificate of
Authentication.

	
 

	
10


	
Section
  2.03

	
 

	
Form
  and Denomination of Debt Securities.

	
 

	
10


	
Section
  2.04

	
 

	
Execution of Debt Securities.

	
 

	
10


	
Section
  2.05

	
 

	
Exchange and Registration of Transfer of Debt
  Securities.

	
 

	
11


	
Section
  2.06

	
 

	
Mutilated, Destroyed, Lost or Stolen Debt
Securities.

	
 

	
14


	
Section
  2.07

	
 

	
Temporary
  Debt Securities.

	
 

	
15


	
Section
  2.08

	
 

	
Payment of Interest.

	
 

	
15


	
Section
  2.09

	
 

	
Cancellation of Debt Securities Paid,
etc.

	
 

	
17


	
Section
  2.10

	
 

	
Computation of Interest.

	
 

	
17


	
Section
  2.11

	
 

	
Extension of Interest Payment Period.

	
 

	
18


	
Section
  2.12

	
 

	
CUSIP
  Numbers.

	
 

	
19


	
Section
  2.13

	
 

	
Global
  Debentures.

	
 

	
19


	
 

	
 

	
 


	
ARTICLE
  III PARTICULAR COVENANTS OF THE COMPANY

	
 

	
22


	
 

	
 

	
 


	
Section
  3.01

	
 

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

	
 

	
22


	
Section
  3.02

	
 

	
Offices for Notices and Payments, etc.

	
 

	
23


	
Section
  3.03

	
 

	
Appointments to Fill Vacancies in Trustee’s
Office.

	
 

	
23


	
Section
  3.04

	
 

	
Provision as to Paying Agent.

	
 

	
23


	
Section
  3.05

	
 

	
Certificate to Trustee.

	
 

	
24


	
Section
  3.06

	
 

	
Additional Amounts.

	
 

	
25


	
Section
  3.07

	
 

	
Compliance
  with Consolidation Provisions.

	
 

	
25


	
Section
  3.08

	
 

	
Limitation
  on Dividends.

	
 

	
25


	
Section
  3.09

	
 

	
Covenants as to the Trust.

	
 

	
26


	
 

	
 

	
 


	
ARTICLE IV LISTS

	
 

	
26


	
 

	
 

	
 


	
Section
  4.01

	
 

	
Securityholders’
  Lists.

	
 

	
26


	
Section
  4.02

	
 

	
Preservation and Disclosure of Lists.

	
 

	
26


	
Section
  4.03

	
 

	
Financial and Other Information.

	
 

	
28


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
  V REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

	
 

	
29


	
 

	
 

	
 


	
Section
  5.01

	
 

	
Events of Default.

	
 

	
29


	
Section
  5.02

	
 

	
Payment of Debt Securities on Default; Suit
Therefor.

	
 

	
31


	
Section
  5.03

	
 

	
Application
  of Moneys Collected by Trustee.

	
 

	
32





i 






	
 

	
 

	
 

	
 

	
 


	
Section 5.04

	
 

	
Proceedings by Securityholders.

	
 

	
33


	
Section 5.05

	
 

	
Proceedings by Trustee.

	
 

	
33


	
Section 5.06

	
 

	
Remedies Cumulative and Continuing.

	
 

	
33


	
Section 5.07

	
 

	
Direction of Proceedings and Waiver of Defaults by
  Majority of Securityholders.

	
 

	
34


	
Section 5.08

	
 

	
Notice of Defaults.

	
 

	
34


	
Section 5.09

	
 

	
Undertaking to Pay Costs.

	
 

	
35


	
 

	
 

	
 


	
ARTICLE VI CONCERNING THE TRUSTEE

	
 

	
35


	
 

	
 

	
 


	
Section 6.01

	
 

	
Duties and Responsibilities of Trustee.

	
 

	
35


	
Section 6.02

	
 

	
Reliance on Documents, Opinions, etc.

	
 

	
36


	
Section 6.03

	
 

	
No Responsibility for Recitals, etc.

	
 

	
37


	
Section 6.04

	
 

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

	
 

	
38


	
Section 6.05

	
 

	
Moneys to be Held in Trust.

	
 

	
38


	
Section 6.06

	
 

	
Compensation and Expenses of Trustee.

	
 

	
38


	
Section 6.07

	
 

	
Officers’ Certificate as Evidence.

	
 

	
39


	
Section 6.08

	
 

	
Eligibility of Trustee.

	
 

	
39


	
Section 6.09

	
 

	
Resignation or Removal of Trustee.

	
 

	
40


	
Section 6.10

	
 

	
Acceptance by Successor Trustee.

	
 

	
41


	
Section 6.11

	
 

	
Succession by Merger, etc.

	
 

	
42


	
Section 6.12

	
 

	
Authenticating Agents.

	
 

	
42


	
 

	
 

	
 

	
 

	
 


	
ARTICLE VII CONCERNING THE
SECURITYHOLDERS

	
 

	
43


	
 

	
 

	
 


	
Section 7.01

	
 

	
Action by Securityholders.

	
 

	
43


	
Section 7.02

	
 

	
Proof of Execution by Securityholders.

	
 

	
44


	
Section 7.03

	
 

	
Who Are Deemed Absolute Owners.

	
 

	
44


	
Section 7.04

	
 

	
Debt Securities Owned by Company Deemed Not
  Outstanding.

	
 

	
45


	
Section 7.05

	
 

	
Revocation of Consents; Future Holders
Bound.

	
 

	
45


	
 

	
 

	
 


	
ARTICLE VIII SECURITYHOLDERS’
MEETINGS

	
 

	
45


	
 

	
 

	
 


	
Section 8.01

	
 

	
Purposes of Meetings.

	
 

	
45


	
Section 8.02

	
 

	
Call of Meetings by Trustee.

	
 

	
46


	
Section 8.03

	
 

	
Call of Meetings by Company or
Securityholders.

	
 

	
46


	
Section 8.04

	
 

	
Qualifications for Voting.

	
 

	
46


	
Section 8.05

	
 

	
Regulations.

	
 

	
46


	
Section 8.06

	
 

	
Voting.

	
 

	
47


	
Section  8.07

	
 

	
Quorum; Actions.

	
 

	
48


	
 

	
 

	
 

	
 

	
 


	
ARTICLE IX SUPPLEMENTAL INDENTURES

	
 

	
48


	
 

	
 

	
 


	
Section 9.01

	
 

	
Supplemental Indentures without Consent of
  Securityholders.

	
 

	
48


	
Section 9.02

	
 

	
Supplemental Indentures with Consent of
  Securityholders.

	
 

	
50





ii






	
 

	
 

	
 

	
 

	
 


	
Section 9.03

	
 

	
Effect of
  Supplemental Indentures.

	
 

	
51


	
Section 9.04

	
 

	
Notation
  on Debt Securities.

	
 

	
51


	
Section 9.05

	
 

	
Evidence
  of Compliance of Supplemental Indenture to be Furnished to Trustee.

	
 

	
51


	
 

	
 

	
 


	
ARTICLE X
  REDEMPTION OF SECURITIES

	
 

	
52


	
 

	
 

	
 


	
Section 10.01

	
 

	
Optional
  Redemption.

	
 

	
52


	
Section 10.02

	
 

	
Special
  Event Redemption.

	
 

	
52


	
Section 10.03

	
 

	
Notice of
  Redemption; Selection of Debt Securities.

	
 

	
52


	
Section 10.04

	
 

	
Payment of
  Debt Securities Called for Redemption.

	
 

	
53


	
 

	
 

	
 

	
 

	
 


	
ARTICLE XI
  CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

	
 

	
53


	
 

	
 

	
 

	
 

	
 


	
Section 11.01

	
 

	
Company
  May Consolidate, etc., on Certain Terms.

	
 

	
53


	
Section 11.02

	
 

	
Successor
  Entity to be Substituted.

	
 

	
54


	
Section 11.03

	
 

	
Opinion of
  Counsel to be Given to Trustee.

	
 

	
55


	
 

	
 

	
 

	
 

	
 


	
ARTICLE XII SATISFACTION AND DISCHARGE OF INDENTURE

	
 

	
55


	
 

	
 

	
 


	
Section 12.01

	
 

	
Discharge
  of Indenture.

	
 

	
55


	
Section 12.02

	
 

	
Deposited
  Moneys to be Held in Trust by Trustee.

	
 

	
56


	
Section 12.03

	
 

	
Paying
  Agent to Repay Moneys Held.

	
 

	
56


	
Section 12.04

	
 

	
Return of
  Unclaimed Moneys.

	
 

	
56


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
  XIII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS.

	
 

	
56


	
 

	
 

	
 

	
 

	
 


	
Section 13.01

	
 

	
Indenture
  and Debt Securities Solely Corporate Obligations.

	
 

	
56


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
  XIV MISCELLANEOUS PROVISIONS

	
 

	
57


	
 

	
 

	
 


	
Section 14.01

	
 

	
Successors.

	
 

	
57


	
Section 14.02

	
 

	
Official
  Acts by Successor Entity.

	
 

	
57


	
Section 14.03

	
 

	
Surrender
  of Company Powers.

	
 

	
57


	
Section 14.04

	
 

	
Addresses
  for Notices, etc.

	
 

	
57


	
Section 14.05

	
 

	
Governing
  Law.

	
 

	
57


	
Section 14.06

	
 

	
Evidence
  of Compliance with Conditions Precedent.

	
 

	
57


	
Section 14.07

	
 

	
Business
  Day Convention.

	
 

	
58


	
Section 14.08

	
 

	
Table of
  Contents, Headings, etc.

	
 

	
58


	
Section 14.09

	
 

	
Execution
  in Counterparts.

	
 

	
58


	
Section 14.10

	
 

	
Separability.

	
 

	
58


	
Section 14.11

	
 

	
Assignment.

	
 

	
59


	
Section 14.12

	
 

	
Acknowledgment
  of Rights.

	
 

	
59


	
 

	
 

	
 

	
 

	
 


	
ARTICLE XV
  SUBORDINATION OF DEBT SECURITIES

	
 

	
59





iii






	
 

	
 

	
 

	
 

	
 


	
Section 15.01

	
 

	
Agreement
  to Subordinate.

	
 

	
59


	
Section 15.02

	
 

	
Default on Senior Indebtedness.

	
 

	
60


	
Section 15.03

	
 

	
Liquidation; Dissolution; Bankruptcy.

	
 

	
60


	
Section 15.04

	
 

	
Subrogation.

	
 

	
61


	
Section 15.05

	
 

	
Trustee to Effectuate Subordination.

	
 

	
62


	
Section 15.06

	
 

	
Notice by the Company.

	
 

	
62


	
Section 15.07

	
 

	
Rights of the Trustee; Holders of Senior
Indebtedness.

	
 

	
63


	
Section 15.08

	
 

	
Subordination
  May Not Be Impaired.

	
 

	
64








	
 

	
 

	
 

	
 

	
 


	
EXHIBITS

	
 

	
 

	
 

	
 


	
EXHIBIT A

	
 

	
Form of Debt
  Security

	
 

	
 


	
EXHIBIT B

	
 

	
Form of
  Certificate of Officer of the Company

	
 

	
 





iv






          THIS
INDENTURE, dated as of April 19, 2007, between Centrue Financial Corporation, a
bank holding company incorporated in the State of Delaware (hereinafter
sometimes called the “Company”), and Wilmington Trust Company, a Delaware
banking corporation, as trustee (hereinafter sometimes called the “Trustee”).


W I T N E S S E T H :


          WHEREAS,
for its lawful corporate purposes, the Company has duly authorized the issuance of its Fixed/Floating Rate Junior
Subordinated Debt Securities due 2037 (the “Debt Securities”) under this
Indenture and to provide, among other things, for the execution and
authentication, delivery and administration thereof, the Company has duly
authorized the execution of this Indenture.


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


ARTICLE I 

DEFINITIONS


          Section
1.01     Definitions.


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


          “Additional
Amounts” has the meaning set forth in Section 3.06.


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


          “Administrative
Action” has the meaning specified within the definition of “Tax Event” in this
Section 1.01.


          “Applicable
Depositary Procedures” means, with respect to any transfer or transaction
involving a Book-Entry Capital Security or a Debt Security represented by a
Global Debenture, the rules and procedures of the Depositary for such Book-Entry
Capital Security or Debt Security represented by a Global Debenture, in each
case to the extent applicable to such transaction and as in effect from time to
time.


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






          “Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for the
relief of debtors.


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


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


          “Book-Entry
Capital Security” means a Capital Security the ownership and transfers of which
shall be reflected and made, as applicable, through book entries by the
Depositary.


          “Business
Day” means any day other than a Saturday, Sunday or any other day on which
banking institutions in Wilmington, Delaware, The City of New York or
Springfield, Illinois are permitted or required by law or executive order to
close.


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


          “Capital
Securities” means undivided beneficial interests in the assets of the Trust which
are designated as “MMCapSSM” and rank pari passu with Common Securities issued by the Trust;
provided,
however, that if an Event of Default (as defined in the Declaration) has
occurred and is continuing, the rights of holders of such Common Securities to
payment in respect of distributions and payments upon liquidation, redemption
and otherwise are subordinated to the rights of holders of such Capital
Securities.


          “Capital
Securities Guarantee” means the guarantee agreement that the Company will
enter into with Wilmington Trust Company or other Persons that operates
directly or indirectly for the benefit of holders of Capital Securities of the
Trust.


          “Capital
Treatment Event” means, if the Company is organized and existing under the
laws of the United States or any state thereof or the District of Columbia, the
receipt by the Company and the Trust of an Opinion of Counsel experienced in
such matters to the effect that, as a result of any amendment to, or change in,
the laws, rules or regulations of the United States or any political
subdivision thereof or therein, or as the result of any official or
administrative pronouncement or action or decision interpreting or applying such
laws, rules or regulations, which amendment or change is effective or which
pronouncement, action or decision is announced on or after the date of original
issuance of the Debt Securities, there is more than an insubstantial risk that
the Company will not, within 90 days of the date of such opinion, be entitled
to treat Capital Securities as “Tier 1 Capital” (or the then equivalent
thereof) for purposes of the capital adequacy guidelines of the Federal Reserve
(or any successor regulatory authority with jurisdiction over bank holding
companies), as then in effect and applicable to the Company; provided, however,
that the inability of the Company to treat all or any portion of the aggregate
Liquidation Amount of the Capital Securities as “Tier 1 Capital” shall not
constitute the basis for a Capital Treatment Event if such inability results
from the Company having


2.






preferred stock, minority interests in consolidated
subsidiaries and any other class of security or interest which the Federal
Reserve (or any successor regulatory authority with jurisdiction over bank
holding companies) may now or hereafter accord “Tier 1 Capital” treatment that,
in the aggregate, exceed the amount which may now or hereafter qualify for
treatment as “Tier 1 Capital” under applicable capital adequacy guidelines of
the Federal Reserve (or any successor regulatory
authority with jurisdiction over bank holding companies); provided, further,
however, that the distribution of the Debt Securities in
connection with the liquidation of the Trust by the Company shall not in and of
itself constitute a Capital Treatment Event unless such liquidation shall have
occurred in connection with a Tax Event or an Investment Company Event. For the
avoidance of doubt, the inability of the Company to treat all or any portion of
the aggregate Liquidation Amount of the Capital Securities as “Tier 1 Capital”
as a result of the changes effected by the final rule adopted by the Federal
Reserve on March 1, 2005 shall not constitute the basis for a Capital Treatment
Event.


          “Certificate”
means a certificate signed by any one of the principal executive officer, the principal financial officer or the
principal accounting officer of the Company.


          “Code”
means the Internal Revenue Code of 1986, as amended.


          “Common
Securities” means undivided beneficial interests in the assets of the Trust
which are designated as “Common Securities” and rank pari passu with Capital Securities issued by the Trust;
provided, however, that if an Event
of Default (as defined in the Declaration) has occurred and is
continuing, the rights of holders of such Common Securities to payment in
respect of distributions and payments upon liquidation, redemption and
otherwise are subordinated to the rights of holders of such Capital Securities.


          “Company”
means Centrue Financial Corporation, a bank holding company incorporated in the
State of Delaware, and, subject to the provisions of Article XI, shall include
its successors and assigns.


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


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


          “Declaration”
means the Amended and Restated Declaration of Trust of the Trust, dated as of
April 19, 2007, as amended or supplemented from time to time.


          “Default”
means any event, act or condition that with notice or lapse of time, or both,
would constitute an Event of Default.


          “Defaulted
Interest” has the meaning set forth in Section 2.08.


          “Deferred
Interest” has the meaning set forth in Section 2.11.


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


3.






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


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


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


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


          “Extension
Period” has the meaning set forth in Section 2.11.


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


          “Global
Debenture” means a global certificate that evidences all or part of the Debt
Securities the ownership and transfers of which shall be reflected and made, as
applicable, through book entries by the
Depositary and the Depositary Participants.


          “Indenture”
means this Indenture as originally executed or, if amended or supplemented as herein provided, as so amended or
supplemented, or both.


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


          “Interest
Payment Date” means January 1, April 1, July 1 and October 1 of each year,
commencing on July 1, 2007, subject to Section 14.07.


          “Interest
Period” has the meaning set forth in Section 2.08.


          “Interest
Rate” means, a per annum rate of interest equal to (1) with respect to any Interest
Period prior to the Interest Period commencing on the Interest Payment Date in
July, 2012, 6.67% and (2) with respect to any Interest Period commencing on or
after the Interest Payment Date in July, 2012, LIBOR, as determined on the
LIBOR Determination Date for such Interest Period plus, 1.65%; provided,
however, that the Interest Rate for any Interest Period commencing on or after the Interest Payment Date
in July, 2012 may not exceed the highest rate permitted by New York law,
as the same may be modified by United States law of general application.


          “Investment
Company Event” means the receipt by the Company and the Trust of an Opinion of
Counsel experienced in such matters to the effect that, as a result of a change
in law or regulation or written change in interpretation or application of law
or regulation by any legislative body, court, governmental agency or regulatory
authority, there is more than an insubstantial risk that the Trust is or,
within 90 days of the date of such opinion will be, considered an “investment
company” that is required to be registered under the Investment Company Act of
1940, as amended, which change becomes effective on or after the date of the
original issuance of the Debt Securities.


4.






          “LIBOR”
means the London Interbank Offered Rate for three-month U.S. Dollar deposits
in Europe as determined by the Calculation Agent according to Section 2.10(b).


          “LIBOR
Banking Day” has the meaning set forth in Section 2.10(b)(i).


          “LIBOR
Business Day” has the meaning set forth in Section 2.10(b)(i).


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


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


          “Major
Depository Institution Subsidiary” means any subsidiary of the Company that (i)
is a depository institution and (ii) meets the definition of “significant
subsidiary” within the meaning of Rule 405 under the Securities Act.


          “Maturity
Date” means July 1, 2037, subject to Section 14.07.


          “Officers’
Certificate” means a certificate signed by the Chairman of the Board, the Vice
Chairman, the President or any Vice President, and by the Chief Financial
Officer, the Treasurer, an Assistant
Treasurer, the Comptroller, an Assistant Comptroller, the Secretary or an Assistant
Secretary of the Company, and delivered to the Trustee. Each such certificate
shall include the statements provided for in Section 14.06 if and to the extent
required by the provisions of such Section.


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


          The
term “outstanding,” when used with reference to Debt Securities, subject to the provisions of Section 7.04, means, as of any
particular time, all Debt Securities authenticated and delivered by the
Trustee or the Authenticating Agent under this Indenture, except


          (a)
Debt Securities theretofore canceled by the Trustee or the
Authenticating Agent or delivered to the Trustee for cancellation;


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


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


5.






          “Optional
Redemption Date” has the meaning set forth in Section 10.01.


          “Optional
Redemption Price” means an amount in cash equal to 100% of the principal amount
of the Debt Securities being redeemed plus unpaid interest accrued on such Debt
Securities to the related Optional Redemption Date.


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


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


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


          “Principal
Office of the Trustee” means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered,
which at all times shall be located within the United States and at the time of
the execution of this Indenture shall be
Rodney Square North, 1100 North Market Street, Wilmington, DE 19890-0001.


          “Reference
Banks” has the meaning set forth in Section 2.10(b)(ii).


          “Resale
Restriction Termination Date” means, with respect to any Debt Security, the
date which is the later of (i) two years (or such shorter period of time as
permitted by Rule 144(k) under the Securities Act) after the later of (y) the
date of original issuance of such Debt Security and (z) the last date on which
the Company or any Affiliate (as defined in Rule 405 under the Securities Act)
of the Company was the holder of such Debt Security (or any predecessor thereto) and (ii) such later date, if
any, as may be required by any subsequent change in applicable law.


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


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


          “Securityholder,”
“holder of Debt Securities” or other similar terms, means any Person in whose
name at the time a particular Debt Security is registered on the Debt Security
Register.


6.






          “Senior
Indebtedness” means, with respect to the Company, (i) the principal, premium,
if any, and interest in respect of (A) indebtedness of the Company for money
borrowed, as well as similar obligations arising from off-balance sheet
guarantees and direct credit substitutes
and (B) indebtedness evidenced by securities, debentures, notes, bonds or other
similar instruments issued by the Company, (ii) all capital lease obligations
of the Company, (iii) all obligations of the Company issued or assumed
as the deferred purchase price of property, all conditional sale obligations of
the Company and all obligations of the Company under any title retention agreement (but excluding trade accounts
payable and other accrued liabilities arising in the ordinary course of
business), (iv) all obligations of the Company for the reimbursement of any
letter of credit, any banker’s acceptance, any security purchase facility, any
repurchase agreement or similar arrangement, all obligations associated with
derivative products such as interest rate
and foreign exchange contracts and commodity contracts, any interest rate swap,
any other hedging arrangement, any obligation under options or any
similar credit or other transaction, (v) all obligations of the type referred
to in clauses (i) through (iv) above of other Persons for the payment of which
the Company is responsible or liable as obligor, guarantor or otherwise and
(vi) all obligations of the type referred to in clauses (i) through (v) above
of other Persons secured by any lien on any property or asset of the Company
(whether or not such obligation is assumed
by the Company), whether the obligations of the type referred to in clauses (i)
through (vi) above were incurred on or prior to the date of this Indenture or
thereafter incurred, unless, with the prior approval of the Federal Reserve if
not otherwise generally approved, it is provided in the instrument creating or
evidencing the same or pursuant to which the same is outstanding that such
obligations are not superior or are pari
passu in right of payment to the Debt Securities; provided, however,
that Senior Indebtedness shall not include (A)
any debt securities issued to any trust other than the Trust (or a trustee of
such trust) that is a financing vehicle of the Company (a “financing
entity”) in connection with the issuance by such financing entity of equity or
other securities in transactions substantially similar in structure to the
transactions contemplated hereunder and in the Declaration or (B) any
guarantees of the Company in respect of the equity or other securities of any
financing entity referred to in clause (A) above.


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


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


          “Special
Redemption Price” means, with respect to the redemption of any Debt Security following a Special Event, an amount in
cash equal to 103.30% of the principal amount of Debt Securities to be
redeemed prior to July 1, 2008 and thereafter equal to the percentage of the
principal amount of the Debt Securities that is specified below for the Special
Redemption Date plus, in each case, unpaid interest accrued thereon to the
Special Redemption Date:


7.






	
 

	
 

	
 


	
Special
  Redemption During the 12-Month Period Beginning July 1,

	
 

	
Percentage
  of Principal Amount


	


	
 

	



	
2008

	
 

	
102.64%


	
 


	
2009

	
 

	
101.98%


	
 


	
2010

	
 

	
101.32%


	
 


	
2011

	
 

	
100.66%


	
 


	
2012 and
  thereafter

	
 

	
100.00%





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


          “Tax
Event” means the receipt by the Company and the Trust of an Opinion of Counsel experienced in such matters to the effect
that, as a result of any amendment to or change (including any announced
prospective change) in the laws or any regulations thereunder of the United
States or any political subdivision or taxing authority thereof or therein, or
as a result of any official administrative pronouncement (including any private
letter ruling, technical advice memorandum, regulatory procedure, notice or
announcement (an “Administrative Action”)) or judicial decision interpreting or
applying such laws or regulations, regardless of whether such Administrative
Action or judicial decision is issued to or in connection with a proceeding
involving the Company or the Trust and whether or not subject to review or
appeal, which amendment, clarification, change, Administrative Action or decision
is enacted, promulgated or announced, in each case on or after the date of
original issuance of the Debt Securities, there is more than an insubstantial
risk that: (i) the Trust is, or will be within 90 days of the date of such
opinion, subject to United States federal income tax with respect to income
received or accrued on the Debt Securities;
(ii) if the Company is organized and existing under the laws of the United States
or any state thereof or the District of Columbia, interest payable by the
Company on the Debt Securities is not, or within 90 days of the date of such
opinion, will not be, deductible by the
Company, in whole or in part, for United States federal income tax purposes; or
(iii) the Trust is, or will be within 90 days of the date of such
opinion, subject to or otherwise required to pay, or required to withhold from
distributions to holders of Trust Securities, more than a de minimis amount of
other taxes (including withholding taxes), duties, assessments or other
governmental charges.


8.






          “Trust”
means Centrue Statutory Trust #3, the Delaware statutory trust, or any other
similar trust created for the purpose of issuing Capital Securities in
connection with the issuance of Debt
Securities under this Indenture, of which the Company is the sponsor.


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


          “Trust
Securities” means Common Securities and Capital Securities of the Trust.


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


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


          “U.S.
Person” has the meaning given to United States Person as set forth in Section
7701(a)(30) of the Code.


ARTICLE II 

DEBT SECURITIES


          Section 2.01 Authentication
and Dating.


          Upon
the execution and delivery of this Indenture, or from time to time thereafter, Debt
Securities in an aggregate principal amount not in excess of $10,310,000 may be
executed and delivered by the Company to the Trustee for authentication, and
the Trustee shall thereupon authenticate and make available for delivery said
Debt Securities to or upon the written order of the Company, signed by its
Chairman of the Board of Directors, Vice Chairman, President or Chief Financial Officer or one of its Vice
Presidents, without any further action by the Company hereunder. In
authenticating such Debt Securities, and accepting the additional
responsibilities under this Indenture in relation to such Debt Securities, the
Trustee shall be entitled to receive, and (subject to Section 6.01) shall be
fully protected in relying upon a copy of any Board Resolution or Board
Resolutions relating thereto and, if applicable, an appropriate record of any
action taken pursuant to such resolution, in each case certified by the
Secretary or an Assistant Secretary or other officers with appropriate
delegated authority of the Company as the case may be.


          The
Trustee shall have the right to decline to authenticate and deliver any Debt Securities under this Section if the Trustee,
being advised by counsel, determines that such action may not lawfully be taken
or if a Responsible Officer of the Trustee in good faith shall determine that
such action would expose the Trustee to personal liability to existing
Securityholders.


          The
definitive Debt Securities shall be typed, printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as
determined by the officers executing such Debt Securities, as evidenced
by their execution of such Debt Securities.


9.






          Section 2.02 Form of Trustee’s
Certificate of Authentication.


          The
Trustee’s certificate of authentication on all Debt Securities shall be in
substantially the following form:


          This
certificate represents Debt Securities referred to in the within-mentioned
Indenture.


	
 

	
 

	
 


	
 

	
Wilmington Trust Company,

      not in its individual capacity 

      but solely as trustee


	
 

	
 


	
 

	
 By: 

	
 


	
 

	
 

	



	
 

	
 

	
Authorized Officer





          Section 2.03 Form
and Denomination of Debt Securities.


         The
Debt Securities shall be substantially in the form of Exhibit A hereto. The
Debt Securities shall be in registered form without coupons and in minimum
denominations of $100,000 and any multiple of $1,000 in excess thereof. The
Debt Securities shall be numbered, lettered, or otherwise distinguished in such
manner or in accordance with such plans as the officers executing the same may
determine with the approval of the Trustee as evidenced by the execution and
authentication thereof.


          Section 2.04 Execution of
Debt Securities.


          The
Debt Securities shall be signed in the name and on behalf of the Company by the
manual or facsimile signature of its Chairman of the Board of Directors, Vice
Chairman, President or Chief Financial Officer or one of its Executive Vice
Presidents, Senior Vice Presidents or Vice Presidents, under its corporate seal
(if legally required) which may be affixed thereto or printed, engraved or
otherwise reproduced thereon, by facsimile or otherwise, and which need not be
attested. Only such Debt Securities as shall bear thereon a certificate of
authentication substantially in the form herein before recited, executed by the
Trustee or the Authenticating Agent by the manual or facsimile signature of an
authorized officer, shall be entitled to the benefits of this Indenture or be
valid or obligatory for any purpose. Such certificate by the Trustee or the
Authenticating Agent upon any Debt Security executed by the Company shall be
conclusive evidence that the Debt Security so authenticated has been duly
authenticated and delivered hereunder and that the holder is entitled to the
benefits of this Indenture.


          In
case any officer of the Company who shall have signed any of the Debt
Securities shall cease to be such officer before the Debt Securities so signed
shall have been authenticated and delivered by the Trustee or the
Authenticating Agent, or disposed of by the Company, such Debt Securities
nevertheless may be authenticated and delivered or disposed of as though the
Person who signed such Debt Securities had not ceased to be such officer of the
Company; and any Debt Security may be signed on behalf of the Company by such
Persons as, at the actual date of the execution of such Debt Security, shall be
the proper officers of the Company, although at the date of the execution of
this Indenture any such person was not such an officer.


10.






          Every
Debt Security shall be dated the date of its authentication.


          Section 2.05 Exchange
and Registration of Transfer of Debt Securities.


          The
Company shall cause to be kept, at the office or agency maintained for the
purpose of registration of transfer and for exchange as provided in Section
3.02, a register (the “Debt Security Register”) for the Debt Securities issued hereunder
in which, subject to such reasonable regulations as it may prescribe, the
Company shall provide for the registration and transfer of all Debt Securities as provided in this Article II. Such
register shall be in written form or in any other form capable of being
converted into written form within a reasonable time.


          Debt
Securities to be exchanged may be surrendered at the Principal Office of the Trustee
or at any office or agency to be maintained by the Company for such purpose as
provided in Section 3.02, and the Company shall execute, the Company or the
Trustee shall register and the Trustee or the Authenticating Agent shall
authenticate and make available for delivery in exchange therefor, the Debt
Security or Debt Securities which the Securityholder making the exchange shall
be entitled to receive. Upon due presentment for registration of transfer of
any Debt Security at the Principal Office of the Trustee or at any office or
agency of the Company maintained for such purpose as provided in Section 3.02,
the Company shall execute, the Company or the Trustee shall register and the
Trustee or the Authenticating Agent shall authenticate and make available for
delivery in the name of the transferee or transferees, a new Debt Security for
a like aggregate principal amount. Registration or registration of transfer of
any Debt Security by the Trustee or by any agent of the Company appointed
pursuant to Section 3.02, and delivery of
such Debt Security, shall be deemed to complete the registration or registration
of transfer of such Debt Security.


          All
Debt Securities presented for registration of transfer or for exchange or
payment shall (if so required by the Company or the Trustee or the
Authenticating Agent) be duly endorsed by, or be accompanied by, a written
instrument or instruments of transfer in form satisfactory
to the Company and either the Trustee or the Authenticating Agent duly executed
by, the holder or such holder’s attorney duly authorized in writing.


          No
service charge shall be made for any exchange or registration of transfer of
Debt Securities, but the Company or the Trustee may require payment of a sum
sufficient to cover any tax, fee or other governmental charge that may be
imposed in connection therewith other than exchanges pursuant to Section 2.07,
Section 9.04 or Section 10.04 not involving any transfer.


          The
Company or the Trustee shall not be required to exchange or register a transfer of any Debt Security for a period of 15
days immediately preceding the date of selection of Debt Securities for
redemption.


          Notwithstanding
the foregoing, Debt Securities may not be transferred prior to the Resale
Restriction Termination Date except in compliance with the legend set forth
below, unless otherwise determined by the Company in accordance with applicable
law, which legend shall be placed on each Debt Security:


11.






          THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY
ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN PRIOR TO THE
DATE WHICH IS THE LATER OF (i) TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS
PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE LATER OF (Y) THE
DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE LAST DATE ON WHICH THE COMPANY OR
ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) OF THE COMPANY
WAS THE HOLDER OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION (OR ANY
PREDECESSOR THERETO) AND (ii) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY
ANY SUBSEQUENT CHANGE IN APPLICABLE LAW, ONLY (A) TO THE COMPANY, (B) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON THE HOLDER
REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, AS DEFINED IN RULE
144A, THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT TO AN “ACCREDITED INVESTOR” WITHIN THE
MEANING OF SUBPARAGRAPH (a) (1), (2), (3), (7) OR (8) OF RULE 501 UNDER THE
SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR SUCH INTEREST OR
PARTICIPATION FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED
INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE
IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (D)
PURSUANT TO OFFERS AND SALES TO NON-US PERSONS THAT OCCUR OUTSIDE THE UNITED STATES
PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSE (C) OR (E) ABOVE TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN
ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE
COMPANY. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN,
BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES THAT IT WILL
COMPLY WITH THE FOREGOING RESTRICTIONS.


12.






          THE
HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS
ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, ALSO AGREES, REPRESENTS AND
WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR
OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S
INVESTMENT IN THE ENTITY AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY
ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, UNLESS
SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER
U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60,
91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND
HOLDING OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION IS NOT PROHIBITED BY
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE
OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST OR
PARTICIPATION HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND
HOLDING HEREOF OR THEREOF, AS THE CASE MAY BE, THAT EITHER (i) IT IS NOT AN
EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO
WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING
ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY
USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE,
OR (ii) SUCH PURCHASE AND HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO
APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.


          IN
CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE
REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE
REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE
FOREGOING RESTRICTIONS.


          THIS
SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF
$100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF
THIS SECURITY IN DENOMINATIONS OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID
AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE
DEEMED NOT TO BE THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION
HEREIN FOR ANY PURPOSE, INCLUDING, BUT NOT
LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY OR SUCH INTEREST OR
PARTICIPATION, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO
INTEREST WHATSOEVER IN THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN.


13.







          THIS
OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY
AGENCY OR FUND OF THE UNITED STATES, INCLUDING
THE FEDERAL DEPOSIT INSURANCE CORPORATION (THE “FDIC”). THIS OBLIGATION
IS SUBORDINATED TO THE CLAIMS OF THE DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED CREDITORS OF THE COMPANY, IS
INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES
AND IS NOT SECURED.


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


          In
case any Debt Security shall become mutilated or be destroyed, lost or stolen,
the Company shall execute, and upon its written request the Trustee shall
authenticate and deliver, a new Debt
Security bearing a number not contemporaneously outstanding, in exchange and
substitution for the mutilated Debt Security, or in lieu of and in substitution
for the Debt Security so destroyed, lost or stolen. In every case the applicant
for a substituted Debt Security shall furnish to the Company and the Trustee
such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction,
loss or theft, the applicant shall also furnish to the Company and the
Trustee evidence to their satisfaction of the destruction, loss or theft of
such Debt Security and of the ownership thereof.


          The
Trustee may authenticate any such substituted Debt Security and deliver the same
upon the written request or authorization of any officer of the Company. Upon
the issuance of any substituted Debt Security, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses connected therewith.
In case any Debt Security which has matured or is about to mature or has been called for redemption in full shall become
mutilated or be destroyed, lost or stolen, the Company may, instead of
issuing a substitute Debt Security, pay or authorize the payment of the same
(without surrender thereof except in the case of a mutilated Debt Security) if
the applicant for such payment shall furnish to the Company and the Trustee
such security or indemnity as may be required by them to save each of them
harmless and, in case of destruction, loss or theft, evidence satisfactory to
the Company and to the Trustee of the destruction, loss or theft of such
Security and of the ownership thereof.


          Every
substituted Debt Security issued pursuant to the provisions of this Section
2.06 by virtue of the fact that any such Debt Security is destroyed, lost or
stolen shall constitute an additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Debt
Security shall be found at any time, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other
Debt Securities duly issued hereunder. All Debt Securities shall be held and
owned upon the express condition that, to the extent permitted by applicable
law, the foregoing provisions are exclusive with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Debt Securities and shall
preclude any and all other rights or remedies notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.


14.






          Section 2.07 Temporary
Debt Securities.


          Pending
the preparation of definitive Debt Securities, the Company may execute and the Trustee shall authenticate and make
available for delivery temporary Debt Securities that are typed, printed or
lithographed. Temporary Debt Securities shall be issuable in any authorized denomination,
and substantially in the form of the definitive Debt Securities but with such
omissions, insertions and variations as may be appropriate for temporary Debt
Securities, all as may be determined by the Company. Every such temporary Debt
Security shall be executed by the Company and be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with the
same effect, as the definitive Debt Securities. Without unreasonable delay, the
Company will execute and deliver to the Trustee or the Authenticating Agent
definitive Debt Securities and thereupon any or all temporary Debt Securities
may be surrendered in exchange therefor, at
the Principal Office of the Trustee or at any office or agency maintained by
the Company for such purpose as provided in Section 3.02, and the Trustee or
the Authenticating Agent shall authenticate and make available for
delivery in exchange for such temporary Debt Securities a like aggregate
principal amount of such definitive Debt Securities. Such exchange shall be
made by the Company at its own expense and without any charge therefor except
that in case of any such exchange involving a registration of transfer the
Company may require payment of a sum sufficient to cover any tax, fee or other
governmental charge that may be imposed in relation thereto. Until so
exchanged, the temporary Debt Securities shall in all respects be entitled to
the same benefits under this Indenture as definitive Debt Securities authenticated
and delivered hereunder.


          Section 2.08 Payment of
Interest.


          Each
Debt Security will bear interest at the then applicable Interest Rate (i) in
the case of the initial Interest Period,
for the period from, and including, the date of original issuance of
such Debt Security to, but excluding, the initial Interest Payment Date and
(ii) thereafter, for the period from, and
including, the first day following the end of the preceding Interest Period to,
but excluding, the applicable Interest Payment Date or, in the case of
the last Interest Period, the related Optional Redemption Date, Special
Redemption Date or Maturity Date, as applicable (each such period, an “Interest
Period”), on the principal thereof, on any overdue principal and (to the extent
that payment of such interest is enforceable under applicable law) on Deferred
Interest and on any overdue installment of interest (including Defaulted
Interest), payable (subject to the provisions of Article XV) on each Interest
Payment Date and on the Maturity Date, any Optional Redemption Date or the
Special Redemption Date, as the case may be. Interest and any Deferred Interest
on any Debt Security that is payable, and is punctually paid or duly provided
for by the Company, on any Interest Payment Date shall be paid to the Person in
whose name such Debt Security (or one or
more Predecessor Securities) is registered at the close of business on
the regular record date for such interest installment, except that interest and
any Deferred Interest payable on the Maturity Date, any Optional Redemption
Date or the Special Redemption Date, as the case may be, other than any
Interest Payment Date shall be paid to the Person to whom principal is paid. In
case (i) the Maturity Date of any Debt Security or (ii) any Debt Security or
portion thereof is called for redemption and the related Optional Redemption
Date or the Special Redemption Date, as the case may be, is subsequent to the
regular record date with respect to any Interest Payment Date and prior to such
Interest Payment Date, interest on such Debt Security will be paid upon
presentation and surrender of such Debt Security.


15.






          Any
interest on any Debt Security, other than Deferred Interest, that is payable,
but is not punctually paid or duly provided for by the Company, on any Interest
Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be
payable to the holder on the relevant regular record date by virtue of having
been such holder, and such Defaulted Interest shall be paid by the Company to
the Persons in whose names such Debt Securities (or their respective
Predecessor Securities) are registered at the close of business on a special
record date for the payment of such Defaulted Interest, which shall be fixed in
the following manner: the Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each such Debt Security and
the date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements reasonably satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money
when deposited to be held in trust for the benefit of the Persons entitled to
such Defaulted Interest as provided in this paragraph. Thereupon the
Trustee shall fix a special record date for the payment of such Defaulted
Interest, which shall not be more than fifteen nor less than ten days prior to
the date of the proposed payment and not less than ten days after the receipt
by the Trustee of the notice of the proposed payment. The Trustee shall
promptly notify the Company of such special record date and, in the name and at
the expense of the Company, shall cause notice
of the proposed payment of such Defaulted Interest and the special record date
therefor to be mailed, first class postage prepaid, to each Securityholder at
his or her address as it appears in the Debt Security Register, not less
than ten days prior to such special record date. Notice of the proposed payment
of such Defaulted Interest and the special record date therefor having been
mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in
whose names such Debt Securities (or their respective Predecessor Securities)
are registered on such special record date and thereafter the Company shall
have no further payment obligation in respect of the Defaulted Interest.


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


          The
term “regular record date”, as used in this Section, shall mean the fifteenth day prior to the applicable Interest Payment
Date, whether or not such day is a Business Day.


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


16.






          Section
2.09 Cancellation of Debt Securities Paid, etc.


          All
Debt Securities surrendered for the purpose of payment, redemption, exchange or
registration of transfer, shall, if surrendered to the Company or any Paying
Agent, be surrendered to the Trustee and promptly canceled by it, or, if
surrendered to the Trustee or any Authenticating Agent, shall be promptly
canceled by it, and no Debt Securities shall be issued in lieu thereof except
as expressly permitted by any of the provisions of this Indenture. All Debt Securities
canceled by any Authenticating Agent shall be delivered to the Trustee. The
Trustee shall destroy all canceled Debt Securities unless the Company otherwise
directs the Trustee in writing, in which
case the Trustee shall dispose of such Debt Securities as directed by the
Company. If the Company shall acquire any of the Debt Securities, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Debt
Securities unless and until the same are surrendered to the Trustee for
cancellation.


          Section 2.10 Computation
of Interest.


          (a)
The amount of interest payable on
the Debt Securities will be computed (i) with respect to any Interest
Period prior to the Interest Period commencing on the Interest Payment Date in
July, 2012, on the basis of a 360-day year consisting of twelve 30-day months
and (ii) with respect to any Interest Period commencing on or after the
Interest Payment Date in July, 2012, on the
basis of a 360-day year and the actual number of days elapsed in such Interest Period.


          (b)
LIBOR shall be determined by the Calculation Agent for each Interest
Period commencing on or after the Interest Payment Date in July, 2012 in
accordance with the following provisions:


	
 

	
 


	
 

	
          (i)
  On the second LIBOR Business Day (provided, that on such day commercial banks are open for business
  (including dealings in foreign currency deposits) in London (a “LIBOR Banking
  Day”), and otherwise the next preceding LIBOR Business Day that is
  also a LIBOR Banking Day) prior to the Interest Payment Date that commences
  such Interest Period (each such day, a “LIBOR Determination Date”), LIBOR
  shall equal the rate, as obtained by the Calculation Agent, for three-month
  U.S. Dollar deposits in Europe, which appears on Telerate (as defined in the
  International Swaps and Derivatives Association, Inc. 2000 Interest Rate and
  Currency Exchange Definitions) page 3750 or such other page as may replace
  such page 3750, as of 11:00 a.m. (London time) on such LIBOR Determination
  Date, as reported by Bloomberg Financial Markets Commodities News or any
  successor service (“Telerate Page 3750”). “LIBOR Business Day” means any day
  that is not a Saturday, Sunday or other day on which commercial banking
  institutions in The City of New York or Wilmington, Delaware are authorized
  or obligated by law or executive order to be closed. If such rate is superseded on Telerate Page 3750 by a
  corrected rate before 12:00 noon (London time) on such LIBOR
  Determination Date, the corrected rate as so substituted will be LIBOR for
  such LIBOR Determination Date.


	
 

	
 


	
 

	
          (ii)
  If, on such LIBOR Determination Date, such rate does not appear on Telerate
  Page 3750, the Calculation Agent shall determine the arithmetic mean of the
  offered quotations of the Reference Banks to leading banks in the London
  interbank market for three-month U.S. Dollar deposits in Europe (in an amount
  determined by the Calculation Agent) by
  reference to requests for quotations as of approximately 11:00 a.m. (London
  time) on such LIBOR Determination Date made by the Calculation Agent to the





17.






	
 

	
Reference Banks. If, on such
  LIBOR Determination Date, at least two of the Reference Banks provide
  such quotations, LIBOR shall equal the arithmetic mean of such quotations.
  If, on such LIBOR Determination Date, only one or none of the Reference Banks provide such a quotation, LIBOR shall be
  deemed to be the arithmetic mean of the offered quotations that at
  least two leading banks in The City of New York (as selected by the
  Calculation Agent) are quoting on such LIBOR Determination Date for
  three-month U.S. Dollar deposits in Europe at approximately 11:00 a.m.
  (London time) (in an amount determined by
  the Calculation Agent). As used herein, “Reference Banks” means four major banks in the London interbank market
  selected by the Calculation Agent.


	
 

	
 


	
 

	
          (iii)
  If the Calculation Agent is required but is unable to determine a rate in
  accordance with at least one of the procedures provided above, LIBOR for such
  Interest Period shall be LIBOR in effect
  for the immediately preceding Interest Period.





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


          (d)
On each LIBOR Determination Date, the Calculation Agent shall notify, in writing, the Company and the Paying Agent of
the applicable Interest Rate that applies to the related Interest Period. The
Calculation Agent shall, upon the request of a holder of any Debt Securities,
inform such holder of the Interest Rate that applies to the related Interest
Period. All calculations made by the Calculation Agent in the absence of
manifest error shall be conclusive for all
purposes and binding on the Company and the holders of the Debt Securities. The
Paying Agent shall be entitled to rely on information received from the
Calculation Agent or the Company as to the
applicable Interest Rate. The Company shall, from time to time, provide any
necessary information to the Paving Agent relating to any original issue
discount and interest on the Debt
Securities that is included in any payment and reportable for taxable income
calculation purposes.


          Section 2.11 Extension
of Interest Payment Period.


So long as no Event of Default
pursuant to Sections 5.01(b), (e), (f), (g), (h) or (i) of this Indenture has
occurred and is continuing, the Company shall have the right, from time to time
and without causing an Event of
Default, to defer payments of interest on the Debt Securities by extending the interest payment period on the Debt
Securities at any time and from time to time during the term of the Debt
Securities, for up to 20 consecutive quarterly periods (each such extended interest
payment period, together with all previous and further consecutive extensions
thereof, is referred to herein as an “Extension Period”). No Extension Period
may end on a date other than an Interest Payment Date or extend beyond the
Maturity Date, any Optional Redemption Date or the Special Redemption
Date, as the case may be. During any Extension Period, interest will continue to accrue on the Debt Securities, and
interest on such accrued interest (such accrued interest and interest thereon
referred to herein as “Deferred Interest”) will accrue at an annual rate equal
to the Interest Rate applicable during such Extension Period, compounded quarterly from the date such Deferred
Interest would have been payable were it not


18.






for the Extension Period, to the extent permitted by
applicable law. No interest or Deferred Interest (except any Additional Amounts
that may be due and payable) shall be due and payable during an Extension
Period, except at the end thereof. At the end of any Extension Period, the Company
shall pay all Deferred Interest then accrued and unpaid on the Debt Securities;
provided, however, that during any Extension Period, the Company
shall be subject to the restrictions set forth in Section 3.08. Prior to the
termination of any Extension Period, the Company may further extend such
Extension Period, provided, that no Extension Period (including all previous and further consecutive
extensions that are part of such Extension Period) shall exceed 20
consecutive quarterly periods. Upon the termination of any Extension Period and
upon the payment of all Deferred Interest, the Company may commence a new
Extension Period, subject to the foregoing requirements. The Company must give
the Trustee notice of its election to begin or extend an Extension Period no
later than the close of business on the fifteenth Business Day prior to the
applicable Interest Payment Date. The Trustee shall give notice of the
Company’s election to begin or extend an Extension Period to the
Securityholders, promptly after receipt of
notice from the Company of its election to begin or extend an Extension Period.


          Section 2.12 CUSIP
Numbers.


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


          Section 2.13 Global
Debentures.


          (a)
Upon the election of an owner of beneficial interests in outstanding
Debt Securities, the Debt Securities owned
by such beneficial owner shall be issued in the form of one or more
Global Debentures. Each Global Debenture issued under this Indenture shall be
registered in the name of the Depositary designated by the Company for such
Global Debenture or a nominee of such Depositary and delivered to such
Depositary or a nominee thereof or custodian
therefor, and each such Global Debenture shall constitute a single Debt
Security for all purposes of this Indenture.


          (b)
Notwithstanding any other provision in this Indenture, no Global Debenture
may be exchanged in whole or in part for Debt Securities in certificated form,
and no transfer of a Global Debenture in whole or in part may be, registered in
the name of any Person other than the Depositary for such Global Debenture or a
nominee thereof unless (i) such Depositary advises the Trustee and the Company
in writing that such Depositary is no longer willing
or able to properly discharge its responsibilities as Depositary with respect
to such Global Debenture, and no qualified successor is appointed by the
Company within ninety (90) days of receipt by the Company of such notice, (ii)
such Depositary ceases to be a clearing agency registered under the Exchange
Act and no successor is appointed by the Company within ninety


19.






(90) days after obtaining knowledge of such event or
(iii) an Event of Default shall have occurred
and be continuing. Upon obtaining knowledge of the occurrence of any event
specified in clause (i), (ii) or (iii) above, the Trustee shall notify the
Depositary and instruct the Depositary to notify all owners of
beneficial interests in such Global Debenture of the occurrence of such event and of the availability of Debt Securities
in certificated form to such beneficial owners requesting the same. Upon
the issuance of such Debt Securities in certificated form and the registration
in the Debt Security Register of such Debt Securities in the names of the
holders thereof, the Trustee shall
recognize such holders as holders of Debt Securities for all purposes of this
Indenture and the Debt Securities.


          (c)
If any Global Debenture is to be exchanged for Debt Securities in certificated form or canceled in part, or if a
Debt Security in certificated form is to be exchanged in whole or in part for a
beneficial interest in any Global Debenture, then either (i) such Global Debenture
shall be so surrendered for exchange or cancellation as provided herein or (ii)
the principal amount thereof shall be reduced or increased, subject to Section
2.03, by an amount equal to the portion
thereof to be so exchanged or canceled, or equal to the principal amount of such
Debt Security to be so exchanged for a beneficial interest therein, as the case
may be, by means of an appropriate adjustment made on the records of the Debt
Security registrar, whereupon the Trustee,
in accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to
make a corresponding adjustment to its records. Upon any such surrender
or adjustment of a Global Debenture by the Depositary, accompanied by
registration instructions, the Company shall execute and the Trustee shall
authenticate and deliver Debt Securities issuable in exchange for such Global
Debenture (or any portion thereof) in
accordance with the instructions of the Depositary. The Trustee may
conclusively rely on, and shall be fully protected in relying on, such
instructions.


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


          (e)
Debt Securities distributed to
holders of Book-Entry Capital Securities (as defined in the Declaration)
upon the dissolution of the Trust shall be distributed in the form of one or
more Global Debentures registered in the name of the Depositary or its nominee,
and deposited with the Debt Securities registrar, as custodian for such
Depositary, or with such Depositary, for
credit by the Depositary to the owners of beneficial interests in such
Book-Entry Capital Securities. Debt Securities distributed to holders of
Capital Securities in certificated form
upon the dissolution of the Trust shall be issued in certificated form.


          (f)
The Depositary or its nominee, as the registered owner of a Global
Debenture, shall be the holder of such Global Debenture for all purposes under
this Indenture and the Debt Securities, and
owners of beneficial interests in a Global Debenture shall hold such interests
pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s
beneficial interest in a Global Debenture
shall be shown only on, and the transfer of such interest shall be
effected only through, records maintained by the Depositary or its nominee or
its Depositary Participants. The Debt Securities registrar and the Trustee
shall be entitled to deal with the Depositary for all purposes of this Indenture
relating to a Global Debenture as the sole holder of the Debt Security and
shall have no obligation to any beneficial owner of a Global Debenture. Neither
the Trustee nor the Debt Securities registrar shall have any liability in respect of any transfers effected by the
Depositary or its Depositary Participants.


20.








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


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


          (i)
Global Debentures shall bear the following legend on the face thereof:


	
 

	
 


	
 

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


	
 

	
 


	
 

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





21.






ARTICLE
III 

PARTICULAR COVENANTS OF THE COMPANY


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


          (a) The
Company covenants and agrees that it will duly and punctually pay or cause to be paid all payments due in respect of
the Debt Securities at the place, at the respective times and in the
manner provided in this Indenture and the Debt Securities. Payment of the
principal of and premium, if any, and interest on the Debt Securities due on
the Maturity Date, any Optional Redemption Date or the Special Redemption Date,
as the case may be, will be made by the
Company in immediately available funds against presentation and surrender of
such Debt Securities. At the option of the Company, each installment of
interest on the Debt Securities due on an Interest Payment Date other than the
Maturity Date, any Optional Redemption Date or the Special Redemption Date, as
the case may be, may be paid (i) by mailing checks for such interest payable to
the order of the holders of Debt Securities entitled thereto as they appear on
the Debt Security Register or (ii) by wire transfer of immediately available funds to any account with a banking
institution located in the United States designated by such holders to the
Paying Agent no later than the related record date. Notwithstanding anything to
the contrary contained in this Indenture or any Debt Security, if the Trust or
the trustee of the Trust is the holder of
any Debt Security, then all payments in respect of such Debt Security shall be
made by the Company in immediately available funds when due.


          (b)
The Company will treat the Debt Securities as indebtedness, and the
interest payable in respect of such Debt Securities (including any Additional
Amounts) as interest, for all U.S. federal income tax purposes. All payments in
respect of such Debt Securities will be
made free and clear of U.S. withholding tax provided, that (i) any beneficial
owner thereof that is a “United States person” within the meaning of Section
7701(a)(30) of the Code (A) has provided an Internal Revenue Service
Form W-9 (or any substitute or successor form)
in the manner required establishing its status as a “United States person” for
U.S. federal income tax purposes, and
(B) the Internal Revenue Service has neither notified the Issuer that the taxpayer identification number furnished by such
beneficial owner is incorrect nor notified the Issuer that there is underreporting by such beneficial owner, and (ii)
any beneficial owner thereof that is
not a “United States person” within the meaning of Section 7701(a)(30) of the
Code has provided an Internal Revenue Service Form W-8 BEN, Internal Revenue
Service Form W-8ECI, or Internal Revenue Service Form W-8EXP, as
applicable (or any substitute or successor form) in the manner required establishing its non-U.S. status for U.S.
federal income tax purposes.


          (c)
As of the date of this Indenture, the Company represents that it has no
intention to exercise its right under Section 2.11 to defer payments of
interest on the Debt Securities by commencing an Extension Period.


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


22.






          Section 3.02 Offices for
Notices and Payments, etc.


          So
long as any of the Debt Securities remain outstanding, the Company will
maintain in Wilmington, Delaware or in Springfield, Illinois an office or
agency where the Debt Securities may be presented for payment, an office or
agency where the Debt Securities may be presented
for registration of transfer and for exchange as provided in this Indenture and
an office or agency where notices and demands to or upon the Company in
respect of the Debt Securities or of this Indenture may be served. The Company
will give to the Trustee written notice of the location of any such office or
agency and of any change of location thereof. Until otherwise designated from
time to time by the Company in a notice to the Trustee, or specified as
contemplated by Section 2.05, such office or agency for all of the above
purposes shall be the Principal Office of the Trustee. In case the Company
shall fail to maintain any such office or agency
in Wilmington, Delaware or in Springfield, Illinois, or shall fail to give such
notice of the location or of any change in the location thereof,
presentations and demands may be made and notices may be served at the
Principal Office of the Trustee.


          In
addition to any such office or agency, the Company may from time to time
designate one or more offices or agencies outside Wilmington, Delaware or
Springfield, Illinois where the Debt Securities may be presented for
registration of transfer and for exchange in the manner provided in this
Indenture, and the Company may from time to time rescind such designation, as
the Company may deem desirable or expedient; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain any such office or agency in Wilmington, Delaware
or in Springfield, Illinois for the purposes above mentioned. The Company will
give to the Trustee prompt written notice of any such designation or rescission
thereof.


          Section 3.03 Appointments to Fill
Vacancies in Trustee’s
Office.


          The
Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 6.09, a Trustee, so
that there shall at all times be a Trustee hereunder.


          Section 3.04 Provision
as to Paving Agent.


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


	
 

	
 


	
 

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





23.






	
 

	
 


	
 

	
          (ii)
  that it will give the Trustee prompt written notice of any failure by the
  Company (or by any other obligor on the Debt Securities) to make any payment
  on the Debt Securities when the same shall be due and payable; and


	
 

	
 


	
 

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





          (b)
If the Company shall act as its own Paying Agent, it will, on or before
each due date of the payments due on the Debt Securities, set aside, segregate
and hold in trust for the benefit of the
holders of the Debt Securities a sum sufficient to make such payments so
becoming due and will notify the Trustee in writing of any failure to take such
action and of any failure by the
Company (or by any other obligor under the Debt Securities) to make any payment
on the Debt Securities when the same shall become due and payable.


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


          (c)
Anything in this Section 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining
a satisfaction and discharge with respect to the Debt Securities, or for
any other reason, pay, or direct any Paying Agent to pay, to the Trustee all
sums held in trust by the Company or any such Paying Agent, such sums to be
held by the Trustee upon the same terms and conditions herein contained.


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


          (e)
The Company hereby initially
appoints the Trustee to act as paying agent for the Debt Securities (the
“Paying Agent”).


          Section 3.05 Certificate
to Trustee.


          The
Company will deliver to the Trustee on or before 120 days after the end of each fiscal year, so long as Debt Securities are
outstanding hereunder, a Certificate, substantially in the form of
Exhibit B attached hereto, stating that in the course of the performance by the
signers of their duties as officers of the
Company they would normally have knowledge of any default by the Company in the
performance of any covenants of the Company contained herein, stating whether
or not they have knowledge of any such default and, if so, specifying each such
default of which the signers have knowledge and the nature thereof.


24.






          Section 3.06 Additional
Amounts.


          If
and for so long as the Trust is the holder of all Debt Securities and is
subject to or otherwise required to pay (or is required to withhold from
distributions to holders of Trust Securities)
any additional taxes (including withholding taxes), duties, assessments or
other governmental charges as a
result of a Tax Event, the Company will pay such additional amounts (the
“Additional Amounts”) on the Debt Securities or the Trust Securities, as the
case may be, as shall be required so that the net amounts received and
retained by the holders of Debt Securities or
Trust Securities, as the case may be, after payment of all taxes (including
withholding taxes), duties, assessments
or other governmental charges, will be equal to the amounts that such holders would
have received and retained had no such taxes (including withholding taxes),
duties, assessments or other governmental charges been imposed.


          Whenever
in this Indenture or the Debt Securities there is a reference in any context to the payment of principal of or premium,
if any, or interest on the Debt Securities, such mention shall be deemed
to include mention of payments of the Additional Amounts provided for in this Section to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in
any provisions hereof shall not be construed as excluding Additional
Amounts in those provisions hereof where such express mention is not made, provided,
however, that, notwithstanding anything to the contrary contained in
this Indenture or any Debt Security, the deferral of the payment of interest
during an Extension Period pursuant to
Section 2.11 shall not defer the payment of any Additional Amounts that may be
due and payable.


          Section 3.07 Compliance
with Consolidation Provisions.


          The
Company will not, while any of the Debt Securities remain outstanding, consolidate with, or merge into, any other Person,
or merge into itself, or sell, convey, transfer or otherwise dispose of
all or substantially all of its property or capital stock to any other Person unless
the provisions of Article XI hereof are complied with.


          Section 3.08 Limitation
on Dividends.


          If
(i) there shall have occurred and be continuing a Default or an Event of
Default, (ii) the Company shall be in default with respect to its
payment of any obligations under the Capital
Securities Guarantee or (iii) the Company shall have given notice of its
election to defer payments of
interest on the Debt Securities by extending the interest payment period as
provided herein and such period, or
any extension thereof, shall have commenced and be continuing, then the Company may not (A) declare or pay any
dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of the Company’s capital stock, (B)
make any payment of principal of or premium, if any, or interest on or repay,
repurchase or redeem any debt securities of
the Company that rank pari passu in
all respects with or junior in interest to the Debt Securities or (C)
make any payment under any guarantees of the Company that rank pari passu in
all respects with or junior in interest to the Capital Securities Guarantee
(other than (a) repurchases, redemptions or other acquisitions of shares of
capital stock of the Company (I) in connection with any employment
contract, benefit plan or other similar arrangement
with or for the benefit of one or more employees, officers, directors or
consultants, (II) in connection with a dividend reinvestment or stockholder
stock purchase plan or (III) in connection with the issuance of capital stock
of the Company (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into


25.






prior to the occurrence of (i), (ii) or (iii) above,
(b) as a result of any exchange or conversion of any class or series of the
Company’s capital stock (or any capital stock of a subsidiary of the Company) for any class or series of the Company’s
capital stock or of any class or series of the Company’s indebtedness
for any class or series of the Company’s capital stock, (c) the purchase of
fractional interests in shares of the Company’s capital stock pursuant to the
conversion or exchange provisions of such
capital stock or the security being converted or exchanged, (d) any declaration
of a dividend in connection with any stockholder’s rights plan, or the issuance
of rights, stock or other property under any stockholder’s rights plan, or the
redemption or repurchase of rights pursuant thereto or (e) any dividend in the
form of stock, warrants, options or other
rights where the dividend stock or the stock issuable upon exercise of such
warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior in interest to such
stock).


          Section 3.09 Covenants
as to the Trust.


          For
so long as such Trust Securities remain outstanding, the Company shall maintain 100% ownership of the Common Securities;
provided, however, that any permitted successor of the
Company under this Indenture may succeed to the Company’s ownership of such
Common Securities. The Company, as owner of the Common Securities, shall use
commercially reasonable efforts to cause the Trust (a) to remain a statutory
trust, except in connection with a
distribution of Debt Securities to the holders of Trust Securities in
liquidation of the Trust, the redemption of all of the Trust Securities
or mergers, consolidations or amalgamations, each as permitted by the
Declaration, (b) to otherwise continue to be classified as a grantor trust for
United States federal income tax purposes and (c) to cause each holder of Trust Securities to be treated as owning an
undivided beneficial interest in the Debt Securities.


ARTICLE IV 

LISTS


          Section 4.01 Securityholders’
Lists.


          The
Company covenants and agrees that it will furnish or cause to be furnished to the
Trustee:


          (a)
on each regular record date for an Interest Payment Date, a list, in
such form as the Trustee may reasonably
require, of the names and addresses of the Securityholders of the Debt
Securities as of such record date; and


          (b)
at such other times as the Trustee
may request in writing, within 30 days after the receipt by the Company
of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such
list is furnished; except that no such lists need be furnished under
this Section 4.01 so long as the Trustee is in possession thereof by reason of
its acting as Debt Security registrar.


          Section 4.02 Preservation
and Disclosure of Lists.


          (a)
The Trustee shall preserve, in as current a form as is reasonably practicable,
all information as to the names and addresses of the holders of Debt Securities
(1) contained in the most recent list furnished to it as provided in Section
4.01 or (2) received by it in the capacity of Debt Securities registrar (if so
acting) hereunder. The Trustee may destroy any list furnished to it as provided in Section 4.01 upon receipt of a new
list so furnished.


26.






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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (ii)
  inform such applicants as to the approximate number of holders of Debt
  Securities whose names and addresses appear in the information preserved at
  the time by the Trustee in accordance with the provisions of subsection (a)
  of this Section 4.02, and as to the
  approximate cost of mailing to such Securityholders the form of proxy or
  other communication, if any, specified in such application.





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


27.






          (c)
Each and every holder of Debt Securities, by receiving and holding the same, agrees with the Company and the Trustee
that none of the Company, the Trustee or any Paying Agent shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the holders of Debt Securities in accordance with the
provisions of subsection (b) of this Section 4.02, regardless of the source
from which such information was derived, and that the Trustee shall not
be held accountable by reason of mailing any material pursuant to a request
made under said subsection (b).


          Section 4.03 Financial
and Other Information.


          (a)
The Company shall deliver, by hardcopy or electronic transmission, to
each Securityholder (i) each Report on Form 10-K and Form 10-Q, if any,
prepared by the Company and filed with the Securities and Exchange Commission
in accordance with the Exchange Act within 10 Business Days after the filing
thereof or (ii) if the Company is (a) not then
subject to Section 13 or 15(d) of the Exchange Act (a “Private Entity”) or (b)
exempt from reporting pursuant to Rule 12g3-2(b) thereunder, the information
required by Rule 144A(d)(4) under the Securities Act. Notwithstanding
the foregoing, so long as a Holder of the Debt Securities is Citigroup Global
Markets Inc. or an entity that holds a pool of trust preferred securities
and/or debt securities as collateral for its securities or a trustee thereof,
and the Company is (i) a Private Entity that, on the date of original issuance
of the Debt Securities, is required to provide
audited consolidated financial statements to its primary regulatory authority,
(ii) a Private Entity that, on the date of original issuance of the Debt
Securities, is not required to provide audited consolidated financial
statements to its primary regulatory authority but subsequently becomes subject
to the audited consolidated financial statement reporting requirements of that
regulatory authority or (iii) subject to Section 13 or 15(d) of the Exchange
Act on the date of original issuance of the Debt Securities or becomes so
subject after the date hereof but subsequently becomes a Private Entity, then,
within 90 days after the end of each fiscal year, beginning with the fiscal
year in which the Debt Securities were originally issued if the Company was then subject to (x) Section 13 or
15(d) of the Exchange Act or (y) audited consolidated financial statement
reporting requirements of its primary regulatory authority or, otherwise,
the earliest fiscal year in which the Company becomes subject to (1) Section 13
or 15(d) of the Exchange Act or (2) the audited consolidated financial
statement reporting requirements of its primary regulatory authority, the
Company shall deliver, by hardcopy or electronic transmission, to each
Securityholder, unless otherwise provided pursuant to the preceding sentence,
(A) a copy of the Company’s audited consolidated financial statements (including balance sheet and income statement)
covering the related annual period and (B) the report of the independent
accountants with respect to such financial statements. In addition to the
foregoing, the Company shall deliver to each Securityholder within 30 days
after the end of the fiscal year of the Company, Form 1099 or such other annual
U.S. federal income tax information
statement required by the Code containing such information with regard to the
Debt Securities held by such holder as is required by the Code and the
income tax regulations of the U.S. Treasury thereunder.


          (b)
If and so long as the Holder of the Debt Securities is Citigroup Global Markets Inc. or an entity that holds a pool of
trust preferred securities and/or debt securities or a trustee thereof, the Company will cause copies of
its reports on Form FR Y-9C to be delivered to such Holder promptly
following their filing with the Federal Reserve.


28.






ARTICLE
V 

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS


          Section 5.01 Events of
Default.


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


          (a)
the Company defaults in the payment of any interest upon any Debt
Security when it becomes due and payable, and continuance of such default for a
period of 30 days; for the avoidance of
doubt, an extension of any interest payment period by the Company in accordance
with Section 2.11 of this Indenture shall not constitute a default under this
clause 5.01(a); or


          (b)
the Company defaults in the payment of any interest upon any Debt Security, including any Additional Amounts in
respect thereof, following the nonpayment of any such interest for
twenty or more consecutive Interest Periods; or


          (c)
the Company defaults in the payment of all or any part of the principal
of (or premium, if any, on) any Debt Securities as and when the same shall
become due and payable, whether at
maturity, upon redemption, by acceleration of maturity pursuant to Section 5.01
of this Indenture or otherwise; or


          (d)
the Company defaults in the performance of, or breaches, any of its
covenants or agreements in Sections 3.06, 3.07, 3.08 or 3.09 of this Indenture
(other than a covenant or agreement a default in whose performance or whose
breach is elsewhere in this Section
specifically dealt with), and continuance of such default or breach for a
period of 90 days after there has been given, by registered or certified
mail, to the Company by the Trustee or to the
Company and the Trustee by the holders of not less than 25% in aggregate
principal amount of the outstanding Debt Securities, a written notice
specifying such default or breach and requiring
it to be remedied and stating that such notice is a “Notice of Default”
hereunder; or


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


          (f)
the Company shall commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, shall consent to
the entry of an order for relief in an involuntary case under any such law, or
shall consent to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator
or other similar official of the Company or of any substantial part of its
property, or shall make any general assignment for the benefit of
creditors, or shall fail generally to pay its debts as they become due; or


29.






          (g)
a court or administrative or governmental agency or body shall enter a decree or order for the appointment of a receiver
of a Major Depository Institution Subsidiary or all or substantially all of its
property in any liquidation, insolvency or similar proceeding with respect to
such Major Depository Institution Subsidiary or all or substantially all of its
property; or


          (h)
a Major Depository Institution Subsidiary shall consent to the appointment of a
receiver for it or all or substantially all of its property in any liquidation,
insolvency or similar proceeding with
respect to it or all or substantially all of its property; or


          (i)
the Trust shall have voluntarily or involuntarily liquidated, dissolved,
wound-up its business or otherwise terminated its existence except in
connection with (1) the distribution of the Debt Securities to holders of the
Trust Securities in liquidation of their interests
in the Trust, (2) the redemption of all of the outstanding Trust Securities or
(3) mergers, consolidations or amalgamations, each as permitted by the
Declaration.


          If
an Event of Default specified under clause (b) of this Section 5.01 occurs and
is continuing with respect to the Debt Securities, then, in each and
every such case, either the Trustee or the
holders of not less than 25% in aggregate principal amount of the Debt
Securities then outstanding hereunder, by notice in writing to the Company (and
to the Trustee if given by Securityholders), may declare the entire principal
of the Debt Securities and any premium and interest accrued, but unpaid,
thereon to be due and payable immediately, and upon any such declaration
the same shall become immediately due and payable. If an Event of Default specified under clause (e), (f), (g), (h) or (i)
of this Section 5.01 occurs, then, in each and every such case, the
entire principal amount of the Debt Securities and any premium and interest
accrued, but unpaid, thereon shall ipso facto become immediately due and
payable without further action.


          The
foregoing provisions, however, are subject to the condition that if, at any
time after the principal of the Debt
Securities shall have become due by acceleration, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, (i) the Company shall pay or shall deposit with the
Trustee a sum sufficient to pay all matured installments of interest
upon all the Debt Securities and all payments on the Debt Securities which shall have become due otherwise than by
acceleration (with interest upon all
such payments and Deferred Interest, to the extent permitted by law) and such
amount as shall be sufficient to cover reasonable compensation to the Trustee
and each predecessor Trustee, their respective
agents, attorneys and counsel, and all other amounts due to the Trustee
pursuant to Section 6.06, if any, and (ii) all Events of Default under
this Indenture, other than the nonpayment of the payments in respect of Debt
Securities which shall have become due by acceleration, shall have been cured,
waived or otherwise remedied as provided herein, then, in each and every such
case, the holders of a majority in aggregate principal amount of the Debt Securities then outstanding, by written notice to
the Company and to the Trustee, may waive all defaults and rescind and annul
such acceleration and its consequences, but no such waiver or rescission
and annulment shall extend to or shall affect any subsequent default or shall
impair any right consequent thereon; provided,
however, that if the Debt Securities are held by the Trust or a
trustee of the Trust, such waiver or rescission and annulment shall not be
effective until the holders of a majority
in aggregate liquidation amount of the outstanding Capital Securities of the Trust
shall have consented to such waiver or rescission and annulment.


30.






          In
case the Trustee shall have proceeded to enforce any right under this Indenture
and such proceedings shall have been
discontinued or abandoned because of such rescission or annulment or for
any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company, the Trustee
and the holders of the Debt Securities shall be restored respectively to their
several positions and rights hereunder, and all rights, remedies and powers
of the Company, the Trustee and the holders of the Debt Securities shall
continue as though no such proceeding had been taken.


          Section 5.02 Payment
of Debt Securities on Default; Suit Therefor.


          The
Company covenants that upon the occurrence of an Event of Default pursuant to
clause (b) of Section 5.01 and upon demand of the Trustee, the Company will pay
to the Trustee, for the benefit of the holders of the Debt Securities, the
whole amount that then shall have become
due and payable on all Debt Securities, including Deferred Interest accrued on
the Debt Securities; and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including a
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
any other amounts due to the Trustee under Section 6.06. In case the Company
shall fail forthwith to pay such amounts upon such demand, the Trustee, in its
own name and as trustee of an express trust, shall be entitled and empowered to
institute any actions or proceedings at law
or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceeding to judgment or final decree, and may
enforce any such judgment or final decree against the Company or any other
obligor on such Debt Securities and collect in the manner provided by
law out of the property of the Company or any other obligor on such Debt Securities wherever situated the
moneys adjudged or decreed to be payable.


          In
case there shall be pending proceedings for the bankruptcy or for the
reorganization of the Company or any other obligor on the Debt Securities under
Bankruptcy Law, or in case a receiver or trustee shall have been appointed for
the property of the Company or such other obligor, or in the case of any other
similar judicial proceedings relative to the Company or other obligor upon the
Debt Securities, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the
principal of the Debt Securities shall then be due and payable as therein
expressed or by acceleration or otherwise and irrespective of whether
the Trustee shall have made any demand pursuant to the provisions of this
Section 5.02, shall be entitled and empowered, by intervention in such
proceedings or otherwise, to file and prove a claim or claims for the whole
amount of principal and interest owing and unpaid in respect of the Debt
Securities and, in case of any judicial proceedings, to file such proofs of
claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for reasonable compensation to the Trustee and each
predecessor Trustee, and their respective agents, attorneys and counsel, and
for reimbursement of all other amounts due to the Trustee under Section
6.06) and of the Securityholders allowed in such judicial proceedings relative
to the Company or any other obligor on the Debt Securities, or to the creditors
or property of the Company or such other obligor, unless prohibited by
applicable law and regulations, to vote on behalf of the holders of the Debt
Securities in any election of a trustee or a standby trustee in arrangement,


31.






reorganization, liquidation or other bankruptcy or
insolvency proceedings or Person performing similar functions in comparable
proceedings, and to collect and receive any moneys or other property payable or deliverable on any such
claims, and to distribute the same after the deduction of its charges and expenses; and any receiver,
assignee or trustee in bankruptcy or reorganization is hereby authorized
by each of the Securityholders to make such payments to the Trustee, and, in
the event that the Trustee shall consent to the making of such payments
directly to the Securityholders, to pay to
the Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Trustee, each predecessor Trustee and their respective
agents, attorneys and counsel, and all other amounts due to the Trustee
under Section 6.06.


          Nothing
herein contained shall be construed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Securityholder any plan of
reorganization, arrangement, adjustment or
composition affecting the Debt Securities or the rights of any holder thereof
or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding.


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


          In
any proceedings brought by the Trustee (and also any proceedings involving the
interpretation of any provision of this Indenture to which the Trustee shall be
a party), the Trustee shall be held to represent all the holders of the Debt
Securities, and it shall not be necessary
to make any holders of the Debt Securities parties to any such proceedings.


          Section 5.03 Application
of Moneys Collected by Trustee.


          Any
moneys collected by the Trustee shall be applied in the following order, at the
date or dates fixed by the Trustee for the distribution of such moneys, upon
presentation of the several Debt Securities in respect of which moneys have
been collected, and stamping thereon the
payment, if only partially paid, and upon surrender thereof if fully paid:


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


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


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


          Fourth:
The balance, if any, to the Company.


32.






          Section 5.04 Proceedings
by Securityholders.


          No
holder of any Debt Security shall have any right to institute any suit, action
or proceeding for any remedy hereunder, unless such holder previously
shall have given to the Trustee written
notice of an Event of Default with respect to the Debt Securities and unless
the holders of not less than 25% in aggregate principal amount of the
Debt Securities then outstanding shall have given the Trustee a written request
to institute such action, suit or proceeding and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred thereby, and
the Trustee for 60 days after its
receipt of such notice, request and offer of indemnity shall have failed to
institute any such action, suit or proceeding; provided, that no holder
of Debt Securities shall have any right to prejudice the rights of any other
holder of Debt Securities, obtain priority or preference over any other such holder or enforce any right under this
Indenture except in the manner herein provided and for the equal, ratable and
common benefit of all holders of Debt Securities.


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


          Section 5.05 Proceedings by
Trustee.


          In
case of an Event of Default, the Trustee may in its discretion proceed to
protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any of such rights,
either by suit in equity or by action at law or by proceeding in bankruptcy or
otherwise, whether for the specific enforcement
of any covenant or agreement contained in this Indenture or in aid of the
exercise of any power granted in
this Indenture, or to enforce any other legal or equitable right vested in the Trustee
by this Indenture or by law.


          Section 5.06 Remedies
Cumulative and Continuing.


          Except
as otherwise provided in Section 2.06, all powers and remedies given by this
Article V to the Trustee or to the Securityholders shall, to the extent
permitted by law, be deemed cumulative and
not exclusive of any other powers and remedies available to the Trustee or
the holders of the Debt Securities, by judicial proceedings or otherwise, to
enforce the performance or observance of the covenants and agreements contained
in this Indenture or otherwise established
with respect to the Debt Securities, and no delay or omission of the Trustee or of any holder of any of the Debt Securities to
exercise any right or power accruing upon any Event of Default occurring and
continuing as aforesaid shall impair any such right or power, or shall be
construed to be a waiver of any such default or an acquiescence therein; and,
subject to the provisions of Section 5.04, every power and remedy given by this
Article V or by law to the Trustee or to the Securityholders may be exercised
from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Securityholders.


33.






          Section 5.07 Direction
of Proceedings and Waiver of Defaults by Majority of
Securityholders.


          The
holders of a majority in aggregate principal amount of the Debt Securities affected
at the time outstanding and, if the Debt Securities are held by the Trust or a
trustee of the Trust, the holders of a
majority in aggregate liquidation amount of the outstanding Capital Securities of the Trust shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee with respect to such Debt Securities; provided, however,
that if the Debt Securities are held by the Trust or a trustee of the Trust,
such time, method and place or such exercise, as the case may be, may not be so directed until the holders of a majority
in aggregate liquidation amount of the outstanding Capital Securities of
the Trust shall have directed such time, method and place or such exercise, as
the case may be; provided, further, that (subject to the
provisions of Section 6.01) the Trustee shall have the right to decline to follow
any such direction if the Trustee shall determine that the action so directed
would be unjustly prejudicial to the holders not
taking part in such direction or if the Trustee being advised by counsel
determines that the action or proceeding so directed may not lawfully be
taken or if a Responsible Officer of the Trustee
shall determine that the action or proceedings so directed would involve the
Trustee in personal liability. Prior to any declaration of acceleration,
or ipso facto acceleration, of the maturity of the Debt Securities, the
holders of a majority in aggregate principal amount of the Debt Securities at the time outstanding may on
behalf of the holders of all of the Debt Securities waive (or modify any
previously granted waiver of) any past Default or Event of Default and its consequences,
except a default (a) in the payment of principal of or premium, if any, or
interest on any of the Debt Securities, (b)
in respect of covenants or provisions hereof which cannot be modified or
amended without the consent of the holder of each Debt Security affected, or
(c) in respect of the covenants
contained in Section 3.09; provided, however, that if the Debt
Securities are held by the Trust or a trustee of the Trust, such waiver
or modification to such waiver shall not be
effective until the holders of a majority in aggregate liquidation amount of
the outstanding Capital Securities of the Trust shall have consented to
such waiver or modification to such waiver;
provided, further, that if the consent of the holder of each outstanding
Debt Security is required, such waiver or modification to such waiver
shall not be effective until each holder of the outstanding Capital Securities
of the Trust shall have consented to such waiver or modification to such waiver.
Upon any such waiver or modification to such waiver, the Default or Event of
Default covered thereby shall be deemed to be cured for all purposes of this
Indenture and the Company, the Trustee and the holders of the Debt Securities
shall be restored to their former positions and rights hereunder, respectively;
but no such waiver or modification to such
waiver shall extend to any subsequent or other Default or Event of Default or
impair any right consequent thereon. Whenever any Default or Event of Default
hereunder shall have been waived as permitted by this Section, said Default or
Event of Default shall for all purposes of the Debt Securities and this
Indenture be deemed to have been cured and to be not continuing.


          Section 5.08 Notice of
Defaults.


          The
Trustee shall, within 90 days after a Responsible Officer of the Trustee shall have
actual knowledge or received written notice of the occurrence of a default with
respect to the Debt Securities, mail to all Securityholders, as the names and
addresses of such holders appear upon the Debt Security Register, notice of all
defaults with respect to the Debt Securities


34.






known to the Trustee, unless
such defaults shall have been cured before the giving of such notice (the
term “default” for the purpose of this Section is hereby defined to be any
event specified in Section 5.01, not including periods of grace, if any,
provided for therein); provided, that, except in the case of
default in the payment of the principal of or premium, if any, or interest on
any of the Debt Securities, the Trustee shall be protected in withholding such
notice if and so long as a Responsible
Officer of the Trustee in good faith determines that the withholding of such
notice is in the interests of the Securityholders.


          Section 5.09 Undertaking
to Pay Costs.


          All
parties to this Indenture agree, and each holder of any Debt Security by such
holder’s acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion
assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section shall not apply
to any suit instituted by the Trustee, to any suit instituted by any
Securityholder, or group of Securityholders, holding in the aggregate more than
10% in principal amount of the outstanding Debt Securities (or, if such Debt
Securities are held by the Trust or a trustee of the Trust, more than 10% in
liquidation amount of the outstanding Capital Securities), to any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of or premium, if any, or interest on any Debt Security against the
Company on or after the same shall have become due and payable or to any suit
instituted in accordance with Section 14.12.


ARTICLE
VI 

CONCERNING THE TRUSTEE


          Section 6.01 Duties
and Responsibilities of Trustee.


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


          No
provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act or its
own willful misconduct or bad faith, except that:


          (a)
prior to the occurrence of an Event of Default and after the curing or waiving
of all Events of Default which may have occurred:


35.






	
 

	
 


	
 

	
(i) the duties and obligations of the Trustee with
  respect to the Debt Securities shall be
  determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the
  performance of such duties and obligations with respect to the Debt
  Securities as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into
  this Indenture against the Trustee; and


	
 

	
 


	
 

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





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


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


          (d)
the Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Debt Securities
unless either (1) a Responsible Officer shall have actual knowledge of
such Default or Event of Default or (2) written notice of such Default or Event
of Default shall have been given to the Trustee by the Company or any other
obligor on the Debt Securities or by any holder of the Debt Securities, except
that the Trustee shall be deemed to have knowledge of any Event of Default
pursuant to Sections 5.01(a), 5.01(b) or 5.01(c) hereof (other than an Event of
Default resulting from the default in the payment of Additional Amounts if the Trustee does not have actual knowledge or
written notice that such payment is due and payable).


          None
of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur
personal financial liability in the performance of any of its duties or
in the exercise of any of its rights or powers.


          Section 6.02 Reliance on Documents,
Opinions, etc.


          Except
as otherwise provided in Section 6.01:


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


36.






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


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


          (d)
the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request, order or direction of
any of the Securityholders, pursuant to the
provisions of this Indenture, unless such Securityholders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby;


          (e)
the Trustee shall not be liable for
any action taken or omitted by it in good faith and reasonably believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture; nothing
contained herein shall, however, relieve the Trustee of the obligation, upon
the occurrence of an Event of Default with respect to the Debt Securities
(which has not been cured or waived) to exercise with respect to the Debt
Securities such of the rights and powers vested in it by this Indenture,
and to use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such person’s own affairs;


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


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


          Section 6.03 No
Responsibility for Recitals, etc.


          The
recitals contained herein and in the Debt Securities (except in the certificate
of authentication of the Trustee or the Authenticating Agent) shall be taken as
the statements of the Company, and the
Trustee and the Authenticating Agent assume no responsibility for the correctness
of the same. The Trustee and the Authenticating Agent make no representations
as to the validity or sufficiency of this Indenture or of the Debt Securities.
The Trustee and the Authenticating Agent
shall not be accountable for the use or application by the Company of any Debt Securities or the proceeds of any Debt
Securities authenticated and delivered by the Trustee or the Authenticating Agent in conformity with
the provisions of this Indenture.


37.






          Section 6.04 Trustee,
Authenticating Agent, Paving Agents, Transfer Agents or Registrar May Own Debt Securities.


          The
Trustee, any Authenticating Agent, any Paying Agent, any transfer agent or any
Debt Security registrar, in its individual or any other capacity, may become
the owner or pledgee of Debt Securities with the same rights it would have if
it were not Trustee, Authenticating Agent,
Paying Agent, transfer agent or Debt Security registrar.


          Section 6.05 Moneys
to be Held in Trust.


          Subject
to the provisions of Section 12.04, all moneys received by the Trustee or any
Paying Agent shall, until used or applied as herein provided, be held in trust
for the purpose for which they were received, but need not be segregated from
other funds except to the extent required
by law. The Trustee and any Paying Agent shall be under no liability for
interest on any money received by it hereunder except as otherwise
agreed in writing with the Company. So long as no Event of Default shall have
occurred and be continuing, all interest allowed on any such moneys, if any,
shall be paid from time to time to the Company upon the written order of the
Company, signed by the Chairman of the Board of Directors, the President, the
Chief Operating Officer, a Vice President,
the Treasurer or an Assistant Treasurer of the Company.


          Section 6.06 Compensation
and Expenses of Trustee.


          The
Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such
compensation as shall be agreed to in writing between the Company and
the Trustee (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust), and the Company will pay or
reimburse the Trustee upon its written request for all documented reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the reasonable expenses and disbursements of its
counsel and of all Persons not regularly in its employ) except any such
expense, disbursement or advance that arises from its negligence, willful
misconduct or bad faith. The Company also
covenants to indemnify each of the Trustee (including in its individual
capacity) and any predecessor Trustee (and its officers, agents, directors and
employees) for, and to hold it harmless against, any and all loss, damage,
claim, liability or expense including taxes (other than taxes based on
the income of the Trustee), except to the extent such loss, damage, claim,
liability or expense results from the negligence, willful misconduct or bad
faith of such indemnitee, arising out of or in connection with the acceptance
or administration of this trust, including
the costs and expenses of defending itself against any claim or liability in
the premises. The obligations of the Company under this Section to compensate
and indemnify the Trustee and to pay
or reimburse the Trustee for documented expenses, disbursements and advances
shall constitute additional indebtedness hereunder. Such additional
indebtedness shall be secured by a lien prior to that of the Debt
Securities upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the benefit of the holders of particular
Debt Securities.


38.






          Without
prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders
services in connection with an Event of Default specified in clause (e), (f), (g), (h) or (i) of Section 5.01, the
expenses (including the reasonable charges and expenses of its counsel)
and the compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.


          The
provisions of this Section shall survive the resignation or removal of the
Trustee and the defeasance or other termination of this Indenture.


          Notwithstanding
anything in this Indenture or any Debt Security to the contrary, the Trustee
shall have no obligation whatsoever to advance funds to pay any principal of or
interest on or other amounts with respect
to the Debt Securities or otherwise advance funds to or on behalf of the
Company.


          Section 6.07 Officers’
Certificate as Evidence.


          Except
as otherwise provided in Sections 6.01 and 6.02, whenever in the administration of the provisions of this Indenture
the Trustee shall deem it necessary or desirable that a matter be proved
or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof
be herein specifically prescribed) may, in the absence of negligence,
willful misconduct or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an
Officers’ Certificate delivered to the Trustee, and such certificate, in the
absence of negligence, willful misconduct or bad faith on the part of the Trustee,
shall be full warrant to the Trustee for any action taken or omitted by it
under the provisions of this Indenture upon the faith thereof.


          Section 6.08 Eligibility
of Trustee.


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


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


39.






          In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 6.09.


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


          Section 6.09 Resignation or Removal
of Trustee.


          (a)
The Trustee, or any trustee or trustees hereafter appointed, may at any time resign by giving written notice of such
resignation to the Company and by mailing notice thereof, at the Company’s expense, to the holders of the Debt Securities
at their addresses as they shall appear on the Debt Security Register.
Upon receiving such notice of resignation, the Company shall promptly appoint a
successor trustee or trustees by written instrument, in duplicate, executed by order of its Board of Directors, one copy of
which instrument shall be delivered
to the resigning Trustee and one copy to the successor Trustee. If no successor
Trustee shall have been so appointed and have accepted appointment within 30
days after the mailing of such notice of resignation to the affected
Securityholders, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee, or any Securityholder who
has been a bona fide holder of a Debt Security or Debt Securities for at least
six months may, subject to the provisions of Section 5.09, on behalf of himself
or herself and all others similarly
situated, petition any such court for the appointment of a successor Trustee.
Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, appoint a successor Trustee.


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


	
 

	
 


	
 

	
          (i)
  the Trustee shall fail to comply with the provisions of the last paragraph of Section 6.08 after written request
  therefor by the Company or by any Securityholder who has been a bona fide
  holder of a Debt Security or Debt Securities for at least six months;


	
 

	
 


	
 

	
          (ii)
  the Trustee shall cease to be eligible in accordance with the provisions of Section 6.08 and shall fail to
  resign after written request therefor by the Company or by any such
  Securityholder; or


	
 

	
 


	
 

	
          (iii)
  the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the
  Trustee or of its property shall be appointed, or any public officer
  shall take charge or control of the Trustee or of its property or affairs for
  the purpose of rehabilitation, conservation or liquidation,





then, in any such case, the
Company may remove the Trustee and appoint a successor Trustee by written
instrument, in duplicate, executed by order of the Board of Directors, one copy
of which instrument shall be delivered to the Trustee so removed and one
copy to the successor Trustee, or, subject
to the provisions of Section 5.09, if no successor Trustee shall have been so
appointed and have accepted
appointment within 30 days of the occurrence of any of (i), (ii) or (iii)
above, any Securityholder who has been a bona fide holder of a Debt
Security or Debt Securities for at least six months may, on behalf of himself
or herself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, remove the Trustee and appoint a successor Trustee.


40.






          (c)
Upon prior written notice to the
Company and the Trustee, the holders of a majority in aggregate principal
amount of the Debt Securities at the time outstanding may at any time remove the Trustee and nominate a successor
Trustee, which shall be deemed appointed as successor Trustee unless within ten
Business Days after such nomination the Company objects thereto, in which case or in the case of a failure
by such holders to nominate a successor Trustee, the Trustee so removed or any
Securityholder, upon the terms and conditions and otherwise as in subsection
(a) of this Section, may petition any court of competent jurisdiction for an
appointment of a successor.


          (d)
Any resignation or removal of the
Trustee and appointment of a successor Trustee
pursuant to any of the provisions of this Section shall become effective upon
acceptance of appointment by the successor Trustee as provided in
Section 6.10.


          Section 6.10 Acceptance by
Successor Trustee.


          Any
successor Trustee appointed as provided in Section 6.09 shall execute,
acknowledge and deliver to the Company and to its predecessor Trustee an
indenture supplemental hereto which shall contain such provisions as shall be
deemed necessary or desirable to confirm
that all of the rights, powers, trusts and duties of the retiring Trustee shall
be vested in the successor Trustee,
and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, duties and
obligations with respect to the Debt Securities of its predecessor hereunder,
with like effect as if originally named as Trustee herein; but, nevertheless,
on the written request of the Company or of the successor Trustee, the Trustee ceasing
to act shall, upon payment of the amounts then due it pursuant to the
provisions of Section 6.06, execute and deliver an instrument transferring to
such successor Trustee all the rights and powers of the Trustee so ceasing to
act and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder. Upon request of any such successor Trustee, the
Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such
successor Trustee all such rights and powers. Any Trustee ceasing to act
shall, nevertheless, retain a lien upon all property or funds held or collected by such Trustee to secure any amounts then
due it pursuant to the provisions of Section 6.06.


          No
successor Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor
Trustee shall be eligible and qualified under the provisions of Section
6.08.


          In
no event shall a retiring Trustee be liable for the acts or omissions of any
successor Trustee hereunder.


41.






          Upon
acceptance of appointment by a successor Trustee as provided in this Section,
the Company shall mail notice of the succession of such Trustee hereunder to
the holders of Debt Securities at their addresses as they shall appear on the
Debt Security Register. If the Company fails to mail such notice within ten
Business Days after the acceptance of appointment
by the successor Trustee, the successor Trustee shall cause such notice to be
mailed at the expense of the Company.


          Section 6.11 Succession
by Merger, etc.


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


          In
case at the time such successor to the Trustee shall succeed to the trusts
created by this Indenture any of the
Debt Securities shall have been authenticated but not delivered, any such
successor to the Trustee may adopt the certificate of authentication of any
predecessor Trustee, and deliver such Debt Securities so authenticated; and in
case at that time any of the Debt Securities
shall not have been authenticated, any successor to the Trustee may
authenticate such Debt Securities either in the name of any predecessor
hereunder or in the name of the successor Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the Debt Securities or in this Indenture provided that the
certificate of the Trustee shall have; provided, however, that
the right to adopt the certificate of authentication of any predecessor Trustee or authenticate Debt
Securities in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, conversion or consolidation.


          Section 6.12 Authenticating
Agents.


          There
may be one or more Authenticating Agents appointed by the Trustee upon the
request of the Company with power to act on its behalf and subject to its
direction in the authentication and delivery of Debt Securities issued upon
exchange or registration of transfer thereof as fully to all intents and
purposes as though any such Authenticating Agent had been expressly
authorized to authenticate and deliver Debt Securities; provided, however,
that the Trustee shall have no liability to
the Company for any acts or omissions of the Authenticating Agent with
respect to the authentication and delivery of Debt Securities. Any such Authenticating Agent shall at all times be a
corporation organized and doing business under the laws of the United States or
of any state thereof or of the District of Columbia authorized under such laws
to act as Authenticating Agent, having a combined capital and surplus of at
least $50,000,000 and being subject to supervision or examination by federal,
state or District of Columbia authority. If
such corporation publishes reports of condition at least annually pursuant to
law or the requirements of such authority, then for the purposes of this
Section the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect
herein specified in this Section.


42.






          Any
corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, consolidation or
conversion to which any Authenticating Agent shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of any Authenticating Agent, shall
be the successor of such Authenticating Agent hereunder, if such successor
corporation is otherwise eligible under this Section without the execution or
filing of any paper or any further act on
the part of the parties hereto or such Authenticating Agent.


          Any
Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of any Authenticating
Agent with respect to the Debt Securities by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
any Authenticating Agent shall cease to be eligible under this Section,
the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under
this Section, shall give written
notice of such appointment to the Company and shall mail notice of such
appointment to all holders of Debt
Securities as the names and addresses of such holders appear on the Debt
Security Register. Any successor Authenticating Agent, upon acceptance of its
appointment hereunder, shall become vested with all rights, powers,
duties and responsibilities of its predecessor
hereunder, with like effect as if originally named as Authenticating Agent
herein.


          The
Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any
Authenticating Agent shall have no responsibility or liability for any action taken
by it as such in accordance with the directions of the Trustee.


ARTICLE
VII 

CONCERNING THE SECURITYHOLDERS


          Section 7.01 Action
by Securityholders.


          Whenever
in this Indenture it is provided that the holders of a specified percentage in aggregate principal amount of the
Debt Securities or aggregate liquidation amount of the Capital
Securities may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or
the taking of any other action), the fact that at the time of taking any such
action the holders of such specified percentage have joined therein may be
evidenced (a) by any instrument or any number of instruments of similar tenor
executed by such Securityholders or holders of Capital Securities, as the case
may be, in person or by agent or proxy
appointed in writing, or (b) by the record of such holders of Debt Securities
voting in favor thereof at any
meeting of such Securityholders duly called and held in accordance with the provisions
of Article VIII or of such holders of Capital Securities duly called and held
in accordance with the provisions of the
Declaration, or (c) by a combination of such instrument or instruments and any such record of such a meeting
of such Securityholders or holders of Capital Securities, as the case may be,
or (d) by any other method the Trustee deems satisfactory.


43.






          If
the Company shall solicit from the Securityholders any request, demand,
authorization, direction, notice, consent, waiver or other action or revocation
of the same, the Company may, at its option, as evidenced by an
Officers’ Certificate, fix in advance a record date for such Debt Securities
for the determination of Securityholders entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other action or revocation of the same, but the Company shall have no obligation to do so. If such a
record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other action or
revocation of the same may be given
before or after the record date, but only the Securityholders of record at the close of business on the record date shall be
deemed to be Securityholders for the purposes of determining whether Securityholders of the requisite proportion of
outstanding Debt Securities have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver
or other action or revocation of the same, and for that purpose the outstanding
Debt Securities shall be computed as of the record date; provided,
however, that no such authorization,
agreement or consent by such Securityholders on the record date shall be deemed
effective unless it shall become effective pursuant to the provisions of
this Indenture not later than six months after the record date.


          Section 7.02 Proof
of Execution by Securityholders.


          Subject
to the provisions of Sections 6.01, 6.02 and 8.05, proof of the execution of any instrument by a Securityholder or such
Securityholder’s agent or proxy shall be sufficient if made in accordance with
such reasonable rules and regulations as may be prescribed by the Trustee
or in such manner as shall be satisfactory to the Trustee. The ownership of
Debt Securities shall be proved by the Debt
Security Register or by a certificate of the Debt Security registrar. The
Trustee may require such additional proof of any matter referred to in this
Section as it shall deem necessary.


          The
record of any Securityholders’ meeting shall be proved in the manner provided
in Section 8.06.


          Section 7.03 Who Are Deemed Absolute
Owners.


          Prior
to due presentment for registration of transfer of any Debt Security, the Company, the Trustee, any Authenticating Agent,
any Paying Agent, any transfer agent and any Debt Security registrar may
deem the Person in whose name such Debt Security shall be registered upon the
Debt Security Register to be, and may treat such Person as, the absolute owner
of such Debt Security (whether or not such Debt Security shall be overdue) for
the purpose of receiving payment of or on account of the principal of and
premium, if any, and interest on such Debt
Security and for all other purposes; and none of the Company, the Trustee, any Authenticating Agent, any Paying Agent, any
transfer agent or any Debt Security registrar shall be affected by any notice
to the contrary. All such payments so made to any holder for the time
being or upon such holder’s order shall be valid, and, to the extent of the sum
or sums so paid, effectual to satisfy and discharge the liability for moneys
payable upon any such Debt Security.


44.






          Section 7.04 Debt
Securities Owned by Company Deemed Not Outstanding.


          In
determining whether the holders of the requisite aggregate principal amount of
Debt Securities have concurred in any direction, consent or waiver under this
Indenture, Debt Securities which are owned by the Company or any other
obligor on the Debt Securities or by any
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the
Company (other than the Trust) or any other obligor on the Debt Securities
shall be disregarded and deemed not to be outstanding for the purpose of
any such determination, provided, that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction,
consent or waiver, only Debt Securities which a Responsible Officer of the
Trustee actually knows are so owned shall be so disregarded. Debt Securities so
owned which have been pledged in good faith may be regarded as outstanding for
the purposes of this Section if the pledgee
shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Debt Securities and that the pledgee is not
the Company or any such other obligor or Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the
case of a dispute as to such right, any decision by the Trustee taken upon the
advice of counsel shall be full protection to the Trustee.


          Section 7.05 Revocation
of Consents; Future Holders Bound.


          At
any time prior to (but not after) the evidencing to the Trustee, as provided in
Section 7.01, of the taking of any action by the holders of the percentage in
aggregate principal amount of the Debt Securities specified in this
Indenture in connection with such action, any holder (in cases where no record
date has been set pursuant to Section 7.01) or any holder as of an applicable
record date (in cases where a record date has been set pursuant to Section
7.01) of a Debt Security (or any Debt Security issued in whole or in part in
exchange or substitution therefor) the serial number of which is shown by the
evidence to be included in the Debt Securities
the holders of which have consented to such action may, by filing written
notice with the Trustee at the Principal Office of the Trustee and upon
proof of holding as provided in Section
7.02, revoke such action so far as concerns such Debt Security (or so far as
concerns the principal amount represented by any exchanged or
substituted Debt Security). Except as aforesaid any such action taken by the
holder of any Debt Security shall be conclusive and binding upon such holder
and upon all future holders and owners of such Debt Security, and of any Debt
Security issued in exchange or substitution therefor or on registration of
transfer thereof, irrespective of whether or not any notation in regard thereto
is made upon such Debt Security or any Debt
Security issued in exchange or substitution therefor.


ARTICLE
VIII 

SECURITYHOLDERS’ MEETINGS


          Section 8.01 Purposes
of Meetings.


          A
meeting of Securityholders may be called at any time and from time to time pursuant to the provisions of this Article VIII
for any of the following purposes:


          (a)
to give any notice to the Company or to the Trustee, or to give any directions
to the Trustee, or to consent to the waiving of any default hereunder and its
consequences, or to take any other action authorized to be taken by
Securityholders pursuant to any of the provisions of Article V;


45.






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


           (c) to
consent to the execution of an indenture or indentures supplemental hereto
pursuant to the provisions of Section 9.02; or


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


          Section 8.02 Call of Meetings by
Trustee.


          The
Trustee may at any time call a meeting of Securityholders to take any action specified in Section 8.01, to be held at such time
and at such place in The City of New York, the Borough of Manhattan, or
Wilmington, Delaware, as the Trustee shall determine. Notice of every meeting of the Securityholders, setting
forth the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be mailed to holders of Debt
Securities affected at their addresses as they shall appear on the Debt
Securities Register. Such notice shall be mailed not less than 20 nor
more than 180 days prior to the date fixed for the meeting.


          Section 8.03 Call of Meetings by
Company or
Securityholders.


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


          Section 8.04 Qualifications for
Voting.


          To
be entitled to vote at any meeting of Securityholders, a Person shall be (a) a
holder of one or more Debt Securities or (b) a Person appointed by an
instrument in writing as proxy by a holder of one or more Debt Securities. The
only Persons who shall be entitled to be present or to speak at any
meeting of Securityholders shall be the Persons entitled to vote at such
meeting and their counsel and any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.


          Section 8.05
Regulations.


          Notwithstanding
any other provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Securityholders, in regard to proof of the holding of Debt Securities
and of the appointment of proxies, and in regard to the appointment and duties
of inspectors of votes, the submission and examination of proxies, certificates
and other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem appropriate.


46.






          The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been
called by the Company or by Securityholders as provided in Section 8.03, in
which case the Company or the Securityholders calling the meeting, as the
case may be, shall in like manner appoint a temporary chairman. A permanent
chairman and a permanent secretary of the
meeting shall be elected by majority vote at the meeting.


          Subject
to the provisions of Section 7.04, at any meeting each holder of Debt
Securities with respect to which such meeting is being held or proxy therefor
shall be entitled to one vote for
each $1,000 principal amount of Debt Securities held or represented by such
holder; provided, however, that no vote shall be cast or counted
at any meeting in respect of any Debt Security challenged as not
outstanding and ruled by the chairman of the meeting to be not outstanding. The
chairman of the meeting shall have no right to vote other than by virtue of
Debt Securities held by such chairman or instruments in writing as aforesaid
duly designating such chairman as the Person to vote on behalf of other
Securityholders. Any meeting of Securityholders
duly called pursuant to the provisions of Section 8.02 or 8.03 may be adjourned
from time to time by a majority of
those present, whether or not constituting a quorum, and the meeting may
be held as so adjourned without further notice.


          Section 8.06 Voting.


          The
vote upon any resolution submitted to any meeting of holders of Debt Securities with respect to which such meeting is
being held shall be by written ballots on which shall be subscribed the
signatures of such holders or of their representatives by proxy and the serial number or numbers of the Debt Securities
held or represented by them. The permanent chairman of the meeting shall
appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record in duplicate
of the proceedings of each meeting of Securityholders shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes
on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth a copy
of the notice of the meeting and showing that said notice was mailed as provided in Section 8.02. The record shall
show the serial numbers of the Debt Securities voting in favor of or against
any resolution. The record shall be signed and verified by the affidavits of
the permanent chairman and secretary of the meeting and one of the duplicates
shall be delivered to the Company and the other to the Trustee to be preserved
by the Trustee, the latter to have
attached thereto the ballots voted at the meeting.


          Any
record so signed and verified shall be conclusive evidence of the matters
therein stated.


47.






          Section 8.07 Quorum;
Actions.


          The
Persons entitled to vote a majority in aggregate principal amount of the Debt Securities then outstanding shall constitute a
quorum for a meeting of Securityholders; provided, however,
that if any action is to be taken at such meeting with respect to a consent,
waiver, request, demand, notice, authorization, direction or other action which
may be given by the holders of not less than a specified percentage in
aggregate principal amount of the Debt Securities
then outstanding, the Persons holding or representing such specified percentage
in aggregate principal amount of the Debt Securities then outstanding will
constitute a quorum. In the absence of a quorum within 30 minutes of the
time appointed for any such meeting, the meeting
shall, if convened at the request of Securityholders, be dissolved. In any
other case, the meeting may be adjourned for a period of not less than 10 days
as determined by the permanent chairman
of the meeting prior to the adjournment of such meeting. In the absence of a
quorum at any such adjourned meeting, such adjourned meeting may be
further adjourned for a period of not less than 10 days as determined by the
permanent chairman of the meeting prior to the adjournment of such adjourned
meeting. Notice of the reconvening of any adjourned meeting shall be given as
provided in Section 8.02, except that such notice need be given only once not less than five days prior to the date on which
the meeting is scheduled to be reconvened. Notice of the reconvening of
an adjourned meeting shall state expressly the percentage, as provided above, of the aggregate principal amount of the
Debt Securities then outstanding which shall constitute a quorum.


          Except
as limited by the proviso in the first paragraph of Section 9.02, any resolution presented to a meeting or adjourned
meeting duly reconvened at which a quorum is present as aforesaid may be
adopted by the affirmative vote of the holders of a majority in aggregate
principal amount of the Debt Securities then outstanding; provided, however,
that, except as limited by the proviso in
the first paragraph of Section 9.02, any resolution with respect to any consent, waiver, request, demand, notice,
authorization, direction or other action that this Indenture expressly provides
may be given by the holders of not less than a specified percentage in
outstanding principal amount of the Debt Securities may be adopted at a meeting
or an adjourned meeting duly reconvened and
at which a quorum is present as aforesaid only by the affirmative vote of the holders of not less than
such specified percentage in aggregate principal amount of the Debt
Securities then outstanding.


          Any
resolution passed or decision taken at any meeting of holders of Debt Securities duly held in accordance with this
Section shall be binding on all the Securityholders, whether or not
present or represented at the meeting.


ARTICLE
IX 

SUPPLEMENTAL INDENTURES


          Section 9.01 Supplemental
Indentures without Consent of Securityholders.


          The
Company, when authorized by a Board Resolution, and the Trustee may from time
to time and at any time enter into an indenture or indentures supplemental
hereto, without the consent of the
Securityholders, for one or more of the following purposes:


48.






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


          (b)
to add to the covenants of the Company such further covenants,
restrictions or conditions for the protection of the holders of Debt Securities
as the Board of Directors shall consider to be for the protection of the holders
of such Debt Securities, and to make the occurrence, or the occurrence and
continuance, of a Default in any of such additional covenants, restrictions or conditions a Default or an Event of Default
permitting the enforcement of all or any of the several remedies
provided in this Indenture as herein set forth; provided, however,
that in respect of any such additional covenant, restriction or condition such
supplemental indenture may provide for a particular period of grace after
Default (which period may be shorter or longer than that allowed in the case of
other Defaults) or may provide for an immediate enforcement upon such Default
or may limit the remedies available to the Trustee upon such default;


          (c)
to cure any ambiguity or to correct
or supplement any provision contained herein or in any supplemental
indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental
indenture, or to make such other provisions in regard to matters or
questions arising under this Indenture, provided, that any such action
shall not adversely affect the interests of the holders of the Debt Securities
then outstanding;


          (d)
to add to, delete from, or revise the terms of Debt Securities,
including, without limitation, any terms relating to the issuance, exchange,
registration or transfer of Debt Securities, including to provide for transfer
procedures and restrictions substantially similar to those applicable to the
Capital Securities, as required by Section 2.05 (for purposes of assuring that
no registration of Debt Securities is required under the Securities Act), provided,
that any such action shall not adversely affect the interests of the holders of
the Debt Securities then outstanding (it being understood, for purposes of this
proviso, that transfer restrictions on Debt Securities substantially similar to
those applicable to Capital Securities shall not be deemed to adversely affect
the holders of the Debt Securities);


          (e)
to evidence and provide for the
acceptance of appointment hereunder by a successor Trustee with respect
to the Debt Securities and to add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section
6.10;


          (f)
to make any change (other than as
elsewhere provided in this Section) that does not adversely affect the
rights of any Securityholder in any material respect; or


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


49.






          The
Trustee is hereby authorized to join with the Company in the execution of any
such supplemental indenture, to make any further appropriate agreements and
stipulations which may be therein contained
and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be
obligated to, but may in its discretion, enter into any such
supplemental indenture which affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise.


          Any
supplemental indenture authorized by the provisions of this Section may be
executed by the Company and the Trustee without the consent of the holders of
any of the Debt Securities at the time outstanding, notwithstanding any of the
provisions of Section 9.02.


          Section 9.02 Supplemental
Indentures with Consent of Securityholders.


          With
the consent (evidenced as provided in Section 7.01) of the holders of a majority in aggregate principal amount of the
Debt Securities at the time outstanding affected by such supplemental
indenture, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act, then in effect,
applicable to indentures qualified thereunder) for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of any supplemental indenture or of modifying in any manner
the rights of the holders of the Debt Securities;
provided, however, that no such supplemental indenture shall,
without the consent of the holders of each Debt Security then outstanding and
affected thereby, (i) change the Maturity Date of any Debt Security, or reduce
the principal amount thereof or any premium thereon, or reduce the rate (or
manner of calculation of the rate) or extend the time of payment of interest
thereon, or reduce (other than as a result of the maturity or earlier
redemption of any such Debt Security in accordance with the terms of this
Indenture and such Debt Security) or increase the aggregate principal amount of Debt Securities then
outstanding, or change any of the redemption provisions, or make the principal thereof or any interest or premium
thereon payable in any coin or currency other than United States
Dollars, or impair or affect the right of any Securityholder to institute suit for payment thereof, or (ii)
reduce the aforesaid percentage of Debt Securities the holders of which
are required to consent to any such supplemental indenture; and provided,
further, that if the Debt Securities are held by the Trust or the
trustee of the Trust, such supplemental indenture shall not be effective until
the holders of a majority in aggregate liquidation amount of the outstanding
Capital Securities shall have consented to such supplemental indenture; provided,
further, that if the consent of the Securityholder of each outstanding
Debt Security is required, such supplemental indenture shall not be effective
until each holder of the outstanding Capital Securities shall have consented to
such supplemental indenture.


          Upon
the request of the Company accompanied by a Board Resolution authorizing the
execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of Securityholders (and holders of Capital
Securities, if required) as aforesaid, the Trustee shall join with the Company
in the execution of such supplemental indenture unless such supplemental
indenture affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.


50.






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


          It
shall not be necessary for the consent of the Securityholders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such consent shall approve the substance thereof.


          Section 9.03 Effect
of Supplemental Indentures.


          Upon
the execution of any supplemental indenture pursuant to the provisions of this Article IX, this Indenture shall be and be
deemed to be modified and amended in accordance therewith and the respective
rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and
the holders of Debt Securities shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments
and all the terms and conditions of any such supplemental indenture shall be
and be deemed to be part of the terms and conditions of this Indenture for any
and all purposes.


          Section 9.04 Notation on
Debt Securities.


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


          Section 9.05 Evidence
of Compliance of Supplemental Indenture to be Furnished to Trustee.


          The
Trustee, subject to the provisions of Sections 6.01 and 6.02, shall, in
addition to the documents required by Section 14.06, receive an
Officers’ Certificate as conclusive evidence that any supplemental indenture
executed pursuant hereto complies with the requirements of this Article IX. The
Trustee shall also receive an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant
to this Article IX is authorized or permitted by, and conforms to, the terms of
this Article IX and that it is proper for the Trustee under the provisions of
this Article IX to join in the execution thereof.


51.






ARTICLE
X 

REDEMPTION OF SECURITIES


          Section 10.01 Optional
Redemption.


          The
Company shall have the right, subject to the receipt by the Company of the prior approval from the Federal Reserve, if then
required under applicable capital guidelines or policies of the Federal
Reserve, to redeem the Debt Securities, in whole or (provided that all accrued
and unpaid interest has been paid on all Debt Securities for all Interest
Periods terminating on or prior to such date) from time to time in part, on any
Interest Payment Date on or after July 1,
2012 (each, an “Optional Redemption Date”), at the Optional Redemption Price.


          Section 10.02 Special Event
Redemption.


          If
a Special Event shall occur and be continuing, the Company shall have the right, subject to the receipt by the Company of
prior approval from the Federal Reserve, if then required under
applicable capital guidelines or policies of the Federal Reserve, to redeem the
Debt Securities, in whole but not in part,
at any time within 90 days following the occurrence of such Special Event (the
“Special Redemption Date”), at the Special Redemption Price.


          Section 10.03 Notice of Redemption;
Selection of Debt
Securities.


          In
case the Company shall desire to exercise the right to redeem all, or, as the
case may be, any part of the Debt
Securities, it shall fix a date for redemption and shall mail, or cause the
Trustee to mail (at the expense of the Company), a notice of such redemption at
least 30 and not more than 60 days prior to the date fixed for
redemption to the holders of Debt Securities so to be redeemed as a whole or in
part at their last addresses as the same appear on the Debt Security Register.
Such mailing shall be by first class mail. The notice if mailed in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the holder receives such notice. In any case, failure to give such
notice by mail or any defect in the notice to the holder of any Debt Security
designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any
other Debt Security.


          Each
such notice of redemption shall specify the CUSIP number, if any, of the Debt
Securities to be redeemed, the date fixed for redemption, the price (or manner
of calculation of the price) at which Debt Securities are to be redeemed, the
place or places of payment, that payment will be made upon presentation and
surrender of such Debt Securities, that
interest accrued to the date fixed for redemption will be paid as specified in
said notice, and that on and after
said date interest thereon or on the portions thereof to be redeemed will cease
to accrue. If less than all the Debt Securities are to be redeemed, the
notice of redemption shall specify the numbers of the Debt Securities to be
redeemed. In case the Debt Securities are to be redeemed in part only, the notice of redemption shall state the portion
of the principal amount thereof to be redeemed and shall state that on
and after the date fixed for redemption, upon surrender of such Debt Security,
a new Debt Security or Debt Securities in principal amount equal to the
unredeemed portion thereof will be issued.


52.






          Prior
to 10:00 a.m., New York City time, on the Optional Redemption Date or the
Special Redemption Date specified in the notice of redemption given as provided
in this Section, the Company will deposit with the Trustee or with one
or more Paying Agents an amount of money
sufficient to redeem on such date all the Debt Securities so called for
redemption at the applicable price therefor, together with unpaid interest
accrued to such date.


          The
Company will give the Trustee notice not less than 45 nor more than 75 days prior
to the date fixed for redemption as to the price at which the Debt Securities
are to be redeemed and the aggregate
principal amount of Debt Securities to be redeemed and the Trustee shall
select, in such manner as in its sole discretion it shall deem appropriate and
fair, the Debt Securities or portions
thereof (in integral multiples of $1,000) to be redeemed.


          Section 10.04 Payment of Debt
Securities Called for Redemption.


          If
notice of redemption has been given as provided in Section 10.03, the Debt
Securities or portions of Debt Securities with respect to which such notice has
been given shall become due and payable on the related Optional
Redemption Date or Special Redemption Date (as the case may be) and at the
place or places stated in such notice at the applicable price therefor, together with unpaid interest accrued
thereon to said Optional Redemption Date or the Special Redemption Date (as the
case may be), and on and after said Optional Redemption Date or the
Special Redemption Date (as the case may be) (unless the Company shall default
in the payment of such Debt Securities at
the redemption price, together with unpaid interest accrued thereon to said
date) interest on the Debt Securities or portions of Debt Securities so called
for redemption shall cease to accrue. On presentation and surrender of
such Debt Securities at a place of payment
specified in said notice, such Debt Securities or the specified portions
thereof shall be paid and redeemed by
the Company at the applicable price therefor, together with unpaid interest,
if any, accrued thereon to said Optional Redemption Date or the Special
Redemption Date (as the case may be); provided,
however, that interest payable on any Interest Payment Date on or prior to said Optional Redemption Date or
the Special Redemption Date will be paid to the holders on the relevant
regular record date.


          Upon
presentation of any Debt Security redeemed in part only, the Company shall execute
and the Trustee shall authenticate and make available for delivery to the
holder thereof, at the expense of the Company, a new Debt Security or Debt
Securities of authorized denominations in principal amount equal to the
unredeemed portion of the Debt Security so presented.


ARTICLE
XI 

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE


          Section 11.01 Company May
Consolidate, etc., on Certain Terms.


          Nothing
contained in this Indenture or in the Debt Securities shall prevent any
consolidation or merger of the Company with or into any other corporation or
corporations (whether or not affiliated with the Company) or successive
consolidations or mergers in which the Company or its successor or successors
shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of all or substantially all
of the property or capital stock of the Company or its successor or successors
to any other corporation (whether or not affiliated with the Company or
its successor or successors) authorized to acquire and operate the same;


53.






provided,
however, that the Company hereby covenants and agrees that (i) upon any
such consolidation, merger (where the
Company is not the surviving corporation), sale, conveyance, transfer or
other disposition, the successor entity shall be a corporation organized and
existing under the laws of the United
States or any state thereof or the District of Columbia (unless such corporation
has (1) agreed to make all payments due in respect of the Debt Securities or,
if outstanding, the Trust Securities and
the Capital Securities Guarantee without withholding or deduction for,
or on account of, any taxes, duties, assessments or other governmental charges under the laws or regulations of the jurisdiction
of organization or residence (for tax purposes) of such corporation or
any political subdivision or taxing authority thereof or therein unless
required by applicable law, in which case such corporation shall have agreed to
pay such additional amounts as shall be required so that the net amounts
received and retained by the holders of
such Debt Securities or Trust Securities, as the case may be, after payment of
all taxes (including withholding taxes), duties, assessments or other
governmental charges, will be equal to the
amounts that such holders would have received and retained had no such taxes
(including withholding taxes), duties, assessments or other governmental
charges been imposed, (2) irrevocably and
unconditionally consented and submitted to the jurisdiction of any United
States federal court or New York state court, in each case located in
the Borough of Manhattan, The City of New York, in respect of any action, suit
or proceeding against it arising out of or in connection with this Indenture,
the Debt Securities, the Capital Securities Guarantee or the Declaration and
irrevocably and unconditionally waived, to the fullest extent permitted by law,
any objection to the laying of venue in any
such court or that any such action, suit or proceeding has been brought in an
inconvenient forum and (3) irrevocably appointed an agent in The City of New
York for service of process in any action, suit or proceeding referred to in
clause (2) above) and such corporation expressly assumes all of the obligations
of the Company under the Debt Securities, this Indenture, the Capital
Securities Guarantee and the Declaration and (ii) after giving effect to any
such consolidation, merger, sale, conveyance, transfer or other disposition, no
Default or Event of Default shall have occurred and be continuing.


          Section 11.02 Successor Entity to be
Substituted.


          In
case of any such consolidation, merger, sale, conveyance, transfer or other disposition contemplated in Section 11.01 and upon
the assumption by the successor corporation, by supplemental indenture,
executed and delivered to the Trustee and reasonably satisfactory in form to
the Trustee, of the due and punctual payment of the principal of and premium,
if any, and interest on all of the Debt Securities and the due and punctual
performance and observance of all of the covenants and conditions of this
Indenture to be performed or observed by the Company,
such successor corporation shall succeed to and be substituted for the Company,
with the same effect as if it had been named herein as the Company, and
thereupon the predecessor entity shall be relieved of any further liability or
obligation hereunder or upon the Debt Securities. Such successor corporation
thereupon may cause to be signed, and may issue either in its own name or in
the name of the Company, any or all of the Debt Securities issuable hereunder
which theretofore shall not have been signed by the Company and delivered to
the Trustee or the Authenticating Agent; and, upon the order of such successor
corporation instead of the Company and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee or the Authenticating
Agent shall authenticate and deliver any Debt Securities
which previously shall have been signed and delivered by the officers of the
Company to the Trustee or the Authenticating Agent for authentication,
and any Debt Securities which such
successor corporation thereafter shall cause to be signed and delivered to the
Trustee or the Authenticating Agent for that purpose. All the Debt
Securities so issued shall in all respects have
the same legal rank and benefit under this Indenture as the Debt Securities
theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Debt Securities had been issued at the date of
the execution hereof.


54.






          Section 11.03 Opinion of Counsel to
be Given to Trustee.


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


ARTICLE
XII 

SATISFACTION AND DISCHARGE OF INDENTURE


          Section 12.01 Discharge of
Indenture.


          When (a) the Company shall deliver to the Trustee for
cancellation all Debt Securities theretofore authenticated (other than any Debt
Securities which shall have been destroyed,
lost or stolen and which shall have been replaced or paid as provided in
Section 2.06) and not theretofore canceled, or (b) all the Debt
Securities not theretofore canceled or delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to
be called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption, and the Company shall
deposit with the Trustee, in trust, funds, which shall be immediately due and
payable, sufficient to pay at maturity or
upon redemption all of the Debt Securities (other than any Debt Securities
which shall have been destroyed, lost or stolen and which shall have been
replaced or paid as provided in Section 2.06) not theretofore canceled
or delivered to the Trustee for cancellation,
including principal and premium, if any, and interest due or to become due to
the Maturity Date, any Optional Redemption Date or the Special Redemption Date,
as the case may be, but excluding, however, the amount of any moneys for
the payment of principal of and premium, if any, or interest on the Debt
Securities (1) theretofore repaid to the Company in accordance with the
provisions of Section 12.04, or (2) paid to any state or to the District of Columbia
pursuant to its unclaimed property or similar laws, and if in the case of
either clause (a) or (b) above the Company
shall also pay or cause to be paid all other sums payable hereunder by
the Company, then this Indenture shall cease to be of further effect except for
the provisions of Sections 2.05, 2.06, 3.01, 3.02, 3.04, 6.06, 6.09 and 12.04
hereof, which shall survive until such Debt Securities shall mature or are
redeemed, as the case may be, and are paid in full. Thereafter, Sections 6.06,
6.09 and 12.04 shall survive, and the Trustee, on demand of the Company
accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating
that all conditions precedent herein provided for relating to the satisfaction
and discharge of this Indenture have been
complied with, and at the cost and expense of the Company, shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture, the
Company, however, hereby agreeing to reimburse the Trustee for any costs
or expenses thereafter reasonably and properly incurred by the Trustee in
connection with this Indenture or the Debt Securities.


55.






          Section 12.02 Deposited Moneys to be
Held in Trust by Trustee.


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


          Section 12.03 Paying Agent to Repay
Moneys Held.


          Upon
the satisfaction and discharge of this Indenture, all moneys then held by any Paying
Agent of the Debt Securities (other than the Trustee) shall, upon demand of the
Company, be repaid to the Company or paid to the Trustee, and thereupon such
Paying Agent shall be released from all further liability with respect to such
moneys.


          Section 12.04 Return of Unclaimed
Moneys.


          Any
moneys deposited with or paid to the Trustee or any Paying Agent for payment of
the principal of and premium, if any, or interest on Debt Securities and not
applied but remaining unclaimed by the holders of Debt Securities for two years
after the date upon which the principal of and premium, if any, or interest on
such Debt Securities, as the case may be, shall have become due and payable,
shall be repaid to the Company by the Trustee or such Paying Agent on written
demand; and the holder of any of the Debt Securities shall thereafter look only to the Company for any payment which
such holder may be entitled to collect and all liability of the Trustee or such
Paying Agent with respect to such moneys shall thereupon cease.


ARTICLE XIII

IMMUNITY OF INCORPORATORS,
STOCKHOLDERS,

OFFICERS AND DIRECTORS


          Section 13.01 Indenture and Debt
Securities Solely Corporate
Obligations.


          No
recourse for the payment of the principal of or premium, if any, or interest on
any Debt Security, or for any claim based thereon or otherwise in
respect thereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in this Indenture or
in any supplemental indenture, or in any such Debt Security, or because of the
creation of any indebtedness represented thereby, shall be had against
any incorporator, stockholder, officer, director, employee or agent, as such,
past, present or future, of the Company or of any predecessor or successor corporation of the Company, either directly or
through the Company or any successor corporation of the Company, whether
by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise; it being expressly understood that all
such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this
Indenture and the issue of the Debt Securities.


56.






ARTICLE
XIV 

MISCELLANEOUS PROVISIONS


          Section 14.01
Successors.


          All
the covenants, stipulations, promises and agreements of the Company contained in this Indenture shall bind its
successors and assigns, whether so expressed or not.


          Section 14.02 Official Acts by
Successor Entity.


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


          Section 14.03 Surrender of Company
Powers.


          The
Company, by instrument in writing executed by authority of 2/3 (two thirds) of
its Board of Directors and delivered to the Trustee, may surrender any of the
powers reserved to the Company and thereupon such power so surrendered shall
terminate both as to the Company and as to any permitted successor.


          Section 14.04 Addresses for Notices,
etc.


          Any
notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or
by the Securityholders on the Company may be given or served in writing by
being deposited postage prepaid by registered or certified mail in a post
office letter box addressed (until another address is filed by the Company with
the Trustee for such purpose) to the Company
at 122 W. Madison, Ottawa, Illinois 61350, Attention: Kurt R. Stevenson.
Any notice, direction, request or demand by any Securityholder or the Company
to or upon the Trustee shall be deemed to
have been sufficiently given or made, for all purposes, if given or made
in writing at the office of Wilmington Trust Company at Rodney Square North, 1100 North Market Street, Wilmington, DE
19890-0001, Attention: Corporate Capital Markets.


          Section 14.05 Governing
Law.


          This
Indenture and the Debt Securities shall each be governed by, and construed in
accordance with, the laws of the State of New York, without regard to conflict
of laws principles of said State other than
Section 5-1401 of the New York General Obligations Law.


          Section 14.06 Evidence of Compliance
with Conditions Precedent.


          Upon
any application or demand by the Company to the Trustee to take any action under any of the provisions of this
Indenture, the Company shall furnish to the Trustee an Officers’
Certificate stating that in the opinion of the signers all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that, in the
opinion of such counsel, all such conditions precedent have been complied with
(except that no such Opinion of Counsel is required to be furnished to the
Trustee in connection with the authentication and issuance of Debt Securities).


57.






          Each
certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in
this Indenture (except certificates delivered pursuant to Section 3.05) shall
include (a) a statement that the person
making such certificate or opinion has read such covenant or condition and the
definitions relating thereto; (b) a brief statement as to the nature and
scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; (c) a statement that, in
the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or
her to express an informed opinion as to whether or not such covenant or
condition has been complied with; and (d) a statement as to whether or not, in
the opinion of such person, such condition or covenant has been complied with.


          Section 14.07 Business Day
Convention.


          Notwithstanding
anything to the contrary contained herein, if any Interest Payment Date after the
Interest Payment Date in July, 2012, other than the Maturity Date, any Optional
Redemption Date or the Special Redemption Date, falls on a day that is not a
Business Day, then any interest payable
will be paid on, and such Interest Payment Date will be moved to, the
next succeeding Business Day, and additional interest will accrue for each day
that such payment is delayed as a result thereof. If any Interest Payment Date
on or prior to the Interest Payment Date in July, 2012, the Maturity Date, any
Optional Redemption Date or the Special Redemption Date falls on a day that is
not a Business Day, then the principal, premium, if any, and/or interest
payable on such date will be paid on the next succeeding Business Day, and no
additional interest will accrue in respect of such payment made on such next
succeeding Business Day.


          Section 14.08 Table of Contents,
Headings, etc.


          The
table of contents and the titles and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not to
be considered a part hereof, and shall in no way modify or restrict any of the
terms or provisions hereof.


          Section 14.09 Execution in
Counterparts.


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


          Section 14.10
Separability.


          In
case any one or more of the provisions contained in this Indenture or in the Debt Securities shall for any reason be held to
be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this
Indenture or of such Debt Securities, but this Indenture and such Debt
Securities shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein or therein.


58.






          Section 14.11
Assignment.


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


          Section 14.12 Acknowledgment of
Rights.


          The
Company acknowledges that, with respect to any Debt Securities held by the Trust or a trustee of the Trust, if such trustee
of the Trust fails to enforce its rights under this Indenture as the holder of Debt
Securities held as the assets of the Trust after the holders of a majority
in aggregate liquidation amount of the outstanding Capital Securities of the
Trust have so directed in writing such trustee, a holder of record of such
Capital Securities may, to the fullest extent permitted by law, institute legal
proceedings directly against the Company to enforce such trustee’s rights under
this Indenture without first instituting any legal proceedings against such
trustee or any other Person. Notwithstanding the foregoing, if an Event of
Default has occurred and is continuing and
such event is attributable to the failure of the Company to pay interest
or premium, if any, on or principal of the Debt Securities on the date such
interest, premium, if any, or principal is
otherwise due and payable (or, in the case of redemption, on the related
Optional Redemption Date or the Special Redemption Date (as the case may be)),
the Company acknowledges that a
holder of outstanding Capital Securities of the Trust may directly institute
a proceeding against the Company for enforcement of payment to such holder
directly of the principal of or premium, if any, or interest on the Debt
Securities having an aggregate principal amount equal to the aggregate
liquidation amount of the Capital Securities of such holder on or after the respective due date (or Optional Redemption Date
or Special Redemption Date (as the case may be)) specified in the Debt
Securities.


ARTICLE
XV 

SUBORDINATION OF DEBT SECURITIES


          Section 15.01 Agreement to
Subordinate.


          The
Company covenants and agrees, and each holder of Debt Securities issued
hereunder and under any supplemental indenture (the “Additional Provisions”) by
such holder’s acceptance thereof likewise covenants and agrees, that all Debt
Securities shall be issued subject to the provisions of this Article XV; and
each holder of a Debt Security, whether upon original issue or upon transfer or
assignment thereof, accepts and agrees to be bound by such provisions.


          The
payment by the Company of the payments due on all Debt Securities issued hereunder and under any Additional Provisions
shall, to the extent and in the manner hereinafter set forth, be subordinated and junior in right of
payment to the prior payment in full of all Senior Indebtedness of the
Company, whether outstanding at the date of this Indenture or thereafter
incurred.


59.






          No
provision of this Article XV shall prevent the occurrence of any default or
Event of Default hereunder.


          Section 15.02 Default on Senior
Indebtedness.


          In
the event and during the continuation of any default by the Company in the
payment of principal, premium, interest or any other amount due on any Senior
Indebtedness of the Company following any applicable grace period, or in
the event that the maturity of any Senior Indebtedness of the Company has been
accelerated because of a default, and such acceleration
has not been rescinded or canceled and such Senior Indebtedness has not been
paid in full, then, in either case, no payment shall be made by the
Company with respect to the payments due on the Debt Securities.


          In
the event that, notwithstanding the foregoing, any payment shall be received by
the Trustee or any Securityholder when such payment is prohibited by the
preceding paragraph of this Section, such payment shall, subject to Section
15.06, be held in trust for the benefit of, and
shall be paid over or delivered to, the holders of Senior Indebtedness or their
respective representatives, or to the trustee or trustees under any indenture
pursuant to which any of such Senior Indebtedness may have been issued, as
their respective interests may appear, but only to the extent that the holders of the Senior
Indebtedness (or their representative or representatives or trustee)
notify the Trustee in writing within 90 days of such payment of the amounts
then due and owing on the Senior Indebtedness and only the amounts specified in
such notice to the Trustee shall be paid to the holders of Senior Indebtedness.


          Section 15.03 Liquidation;
Dissolution; Bankruptcy.


          Upon
any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property
or securities, to creditors upon any dissolution, winding-up,
liquidation or reorganization of the Company, whether voluntary or involuntary
or in bankruptcy, insolvency, receivership
or other proceedings, all amounts due upon all Senior Indebtedness of
the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any
payment is made by the Company on the Debt Securities; and upon any such
dissolution, winding-up, liquidation or reorganization, any payment by the
Company, or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to which the Securityholders or the
Trustee would be entitled to receive from
the Company, except for the provisions of this Article XV, shall be paid by
the Company, or by any receiver, trustee in bankruptcy, liquidating trustee,
agent or other Person making such payment or distribution, or by the
Securityholders or by the Trustee under this Indenture if received by them or
it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of
the respective amounts of Senior Indebtedness held by such holders, as
calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture
pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their
respective interests may appear, to the extent necessary to pay such Senior
Indebtedness in full, in money or money’s worth, after giving effect to
any concurrent payment or distribution to or for the holders of such Senior
Indebtedness, before any payment or
distribution is made to the Securityholders or to the Trustee.


60.






          In
the event that, notwithstanding the foregoing, any payment or distribution of assets
of the Company of any kind or character, whether in cash, property or
securities, prohibited by the foregoing shall be received by the Trustee or any
Securityholder before all Senior Indebtedness of the Company is paid in full,
or provision is made for such payment in money
in accordance with its terms, such payment or distribution shall be held in
trust for the benefit of, and shall
be paid over or delivered to, the holders of such Senior Indebtedness or their representative
or representatives, or to the trustee or trustees under any indenture pursuant
to which any instruments evidencing such Senior Indebtedness may have been
issued, as their respective interests may
appear, as calculated by the Company, for application to the payment of all
Senior Indebtedness of the Company remaining unpaid to the extent necessary to
pay such Senior Indebtedness in full in money in accordance with its terms,
after giving effect to any concurrent payment or distribution to or for
the benefit of the holders of such Senior Indebtedness.


          For
purposes of this Article XV, the words “cash, property or securities” shall not
be deemed to include shares of stock
of the Company as reorganized or readjusted, or securities of the
Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in this Article XV with
respect to the Debt Securities to the payment of all Senior Indebtedness of the
Company, that may at the time be outstanding,
provided, that (a) such Senior Indebtedness is assumed by the new
corporation, if any, resulting from any such reorganization or readjustment, and (b) the rights of the holders of such Senior
Indebtedness are not, without the consent of such holders, altered by such
reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another
corporation or the liquidation or dissolution of the Company following the conveyance, transfer or
other disposition of its property as an entirety, or substantially as an entirety, to another
corporation upon the terms and conditions provided for in Article XI of
this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section
if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer,
comply with the conditions stated in Article XI of this Indenture.
Nothing in Section 15.02 or in this Section shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 6.06 of this Indenture.


          Section 15.04
Subrogation.


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


61.






          Nothing
contained in this Article XV or elsewhere in this Indenture, any Additional
Provisions or in the Debt Securities is intended to or shall impair, as between
the Company, its creditors other than the holders of Senior Indebtedness of the
Company, and the holders of the Debt Securities, the obligation of the Company,
which is absolute and unconditional, to pay
to the holders of the Debt Securities all payments on the Debt Securities as and
when the same shall become due and payable in accordance with their terms, or
is intended to or shall affect the relative rights of the holders of the Debt
Securities and creditors of the Company other than the holders of Senior
Indebtedness of the Company, nor shall anything herein or therein prevent the
Trustee or the holder of any Debt Security from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this
Article XV of the holders of such Senior Indebtedness in respect of cash,
property or securities of the Company received upon the exercise of any such
remedy.


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


          Section 15.05 Trustee to Effectuate
Subordination.


          Each
Securityholder, by such Securityholder’s acceptance thereof, authorizes and directs
the Trustee on such Securityholder’s behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article XV and appoints the Trustee such Securityholder’s attorney-in-fact for
any and all such purposes.


          Section 15.06 Notice by the
Company.


          The
Company shall give prompt written notice to a Responsible Officer of the
Trustee at the Principal Office of the Trustee of any fact known to the Company
that would prohibit the making of any payment of moneys to or by the Trustee in
respect of the Debt Securities pursuant to the provisions of this Article XV.
Notwithstanding the provisions of this Article XV or any other provision of
this Indenture or any Additional Provisions, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment of
moneys to or by the Trustee in respect of the Debt Securities pursuant to the
provisions of this Article XV unless and until a Responsible Officer of the
Trustee at the Principal Office of the Trustee shall have received written
notice thereof from the Company or a holder or holders of Senior Indebtedness
or from any trustee therefor; and before the receipt of any such written
notice, the Trustee, subject to the provisions of Article VI of this Indenture,


62.






shall be entitled in all respects
to assume that no such facts exist; provided, however, that if
the Trustee shall not have received the notice provided for in this Section at
least two Business Days prior to the date upon which by the terms hereof
any money may become payable for any purpose (including, without limitation,
the payment of the principal of or premium, if any, or interest on any Debt Security), then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and
authority to receive such money and to apply the same to the purposes for which they were received, and
shall not be affected by any notice to the contrary that may be received
by it within two Business Days prior to such date.


          The
Trustee, subject to the provisions of Article VI of this Indenture, shall be
entitled to conclusively rely on the delivery to it of a written notice by a
Person representing himself or herself to be a holder of Senior Indebtedness of
the Company (or a trustee or representative on behalf of such holder) to
establish that such notice has been given by a holder of such Senior
Indebtedness or a trustee or representative on behalf of any such holder or holders.
In the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of such Senior
Indebtedness to participate in any payment
or distribution pursuant to this Article XV, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of such Senior Indebtedness held by such Person, the extent
to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article XV, and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.


          Section 15.07 Rights of the Trustee;
Holders of Senior
Indebtedness.


          The
Trustee, in its individual capacity, shall be entitled to all the rights set
forth in this Article XV in respect of any Senior Indebtedness at any time held
by it, to the same extent as any other holder of Senior Indebtedness,
and nothing in this Indenture or any Additional Provisions shall deprive the
Trustee of any of its rights as such holder.


          With
respect to the holders of Senior Indebtedness of the Company, the Trustee undertakes to perform or to observe only such of
its covenants and obligations as are specifically set forth in this
Article XV, and no implied covenants or obligations with respect to the holders
of such Senior Indebtedness shall be read
into this Indenture or any Additional Provisions against the Trustee. The Trustee shall not owe or be
deemed to owe any fiduciary duty to the holders of such Senior
Indebtedness and, subject to the provisions of Article VI of this Indenture,
the Trustee shall not be liable to any
holder of such Senior Indebtedness if it shall pay over or deliver to
Securityholders, the Company or any other Person money or assets to which any
holder of such Senior Indebtedness shall be
entitled by virtue of this Article XV or otherwise.


          Nothing
in this Article XV shall apply to claims of, or payments to, the Trustee under
or pursuant to Section 6.06.



63.






          Section 15.08 Subordination May Not
Be Impaired.


          No
right of any present or future holder of any Senior Indebtedness of the Company to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company, or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Company, with
the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof that any such holder may have or otherwise be charged with.


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


64.






          Wilmington
Trust Company, in its capacity as Trustee, hereby accepts the trusts in this Indenture declared and provided, upon the
terms and conditions herein above set forth.


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


	
 

	
 

	
 

	
 


	
 

	
CENTRUE
  FINANCIAL CORPORATION


	
 

	
 


	
 

	
By:

	



	
 

	
 

	



	
 

	
 

	
Name:

	
Thomas A. Daiber 


	
 

	
 

	
Title:

	
President and Chief Executive Officer


	
 

	
 

	
 

	
 


	
 

	
WILMINGTON
  TRUST COMPANY, as
  Trustee


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Name:

	
 


	
 

	
 

	
Title:

	
 





Indenture






          Wilmington
Trust Company, in its capacity as Trustee, hereby accepts the trusts in this Indenture declared and provided, upon the
terms and conditions herein above set forth.


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


	
 

	
 

	
 

	
 


	
 

	
CENTRUE FINANCIAL CORPORATION


	
 

	
 


	
 

	
By:

	


 


	
 

	
 

	



	
 

	
 

	
Name:

	
 


	
 

	
 

	
Title:

	
 


	
 

	
 

	
 

	
 


	
 

	
WILMINGTON
  TRUST COMPANY, as
  Trustee


	
 

	
 


	
 

	
By:

	




	
 

	
 

	



	
 

	
 

	
Name:

	
Geoffrey J. Lewis


	
 

	
 

	
Title:

	
Financial Services Officer





Indenture






Exhibit A


Form of Debt
Security







EXHIBIT A


FORM OF DEBT SECURITY


[FORM OF FACE OF
SECURITY]


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


          UNLESS
THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


          THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY
ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN PRIOR
TO THE DATE WHICH IS THE LATER OF (i) TWO YEARS (OR SUCH SHORTER PERIOD OF TIME
AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE LATER OF (Y)
THE DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE LAST DATE ON WHICH THE COMPANY
OR ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) OF THE
COMPANY WAS THE HOLDER OF THIS


	
 


	




	
1 Only applicable if this Debt Security is a Global Debt Security.





A-l






SECURITY
OR SUCH INTEREST OR PARTICIPATION (OR ANY PREDECESSOR THERETO) AND (ii) SUCH
LATER DATE, IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE
LAW, ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (“RULE 144A”), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER”, AS DEFINED IN RULE 144A, THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO
AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN
“ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3), (7)
OR (8) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR
SUCH INTEREST OR PARTICIPATION FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH
AN ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-US PERSONS THAT OCCUR
OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) ABOVE TO REQUIRE THE DELIVERY OF
AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE
COMPANY. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN,
BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES THAT IT WILL
COMPLY WITH THE FOREGOING RESTRICTIONS.


          THE
HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS
ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, ALSO AGREES, REPRESENTS AND
WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR
OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLANS INVESTMENT
IN THE ENTITY AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR
HOLD THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, UNLESS SUCH
PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S.
DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38,
90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF
THIS SECURITY OR SUCH INTEREST OR PARTICIPATION IS NOT PROHIBITED BY SECTION
406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR
HOLDING. ANY PURCHASER OR HOLDER OF THIS


A-2






SECURITY
OR ANY INTEREST OR PARTICIPATION HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY
ITS PURCHASE AND HOLDING HEREOF OR THEREOF, AS THE CASE MAY BE, THAT EITHER (i)
IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA,
OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER
PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER
PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO
FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE AND HOLDING WILL NOT RESULT IN A
PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE
FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.


          IN
CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE
REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE
REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE
FOREGOING RESTRICTIONS.


          THIS
SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF
$100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF
THIS SECURITY IN DENOMINATIONS OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID
AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE
DEEMED NOT TO BE THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION
HEREIN FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS SECURITY OR SUCH INTEREST OR PARTICIPATION, AND SUCH
PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS
SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN.


          THIS
OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY
AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE
CORPORATION (THE “FDIC”). THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF THE
DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED CREDITORS OF THE COMPANY, IS
INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES
AND IS NOT SECURED.


A-3






Fixed/Floating Rate Junior Subordinated Debt Security due 2037


of 

CENTRUE FINANCIAL CORPORATION


          Centrue
Financial Corporation, a bank holding company incorporated in the State of Delaware (the “Company”, which term includes
any successor permitted under the Indenture (as defined herein)), for
value received, promises to pay to Wilmington Trust Company, not in its individual capacity but solely as Institutional
Trustee for Centrue Statutory Trust #3, a Delaware statutory trust, or
registered assigns, the principal amount of ________________ Dollars ($__________________) on July 1, 2037 (the “Maturity
Date”) (or any Optional Redemption
Date or the Special Redemption Date, each as defined herein, or any earlier
date of acceleration of the maturity of this Debt Security), and to pay
interest on the outstanding principal amount of this Debt Security from April 19, 2007, or from the most recent Interest
Payment Date (as defined below) to which interest has been paid or duly
provided for, quarterly (subject to deferral as set forth herein) in arrears on January 1, April 1,
July 1 and October 1 of each year, commencing on July 1, 2007 (each, an
“Interest Payment Date”), at a per annum rate (the “Interest Rate”) equal to (i) with respect to any Interest
Period (as
defined in the Indenture) prior to the Interest Period commencing on the
Interest Payment Date in July, 2012, 6.67% and (ii) with respect to any
Interest Period commencing on or after the Interest Payment Date in July, 2012,
LIBOR (as defined in the Indenture), as
determined on the LIBOR Determination Date (as defined in the Indenture)
for such Interest Period plus 1.65% (the “Interest Rate”) (provided that
the Interest Rate for any Interest Period
commencing on or after the Interest Payment Date in July, 2012 may not exceed
the highest rate permitted by New York law, as the same may be modified by
United States law of general application) until the principal hereof shall have
been paid or duly provided for, and on any overdue principal and
(without duplication and to the extent that payment of such interest is enforceable under applicable law) on
any overdue installment of interest at an annual rate equal to the then
applicable Interest Rate, compounded quarterly. The amount of interest payable
shall be computed with respect to any Interest Period prior to the Interest
Period commencing on the Interest Payment Date in July, 2012, on the basis of a
360-day year consisting of twelve 30-day months and (ii) with respect to any
Interest Period commencing on or after the
Interest Payment Date in July, 2012, on the basis of a 360-day year and the
actual number of days elapsed in such Interest Period.


          The
interest installment so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Debt Security (or one or
more Predecessor Securities, as defined in the Indenture) is registered
at the close of business on the “regular record date” for such interest
installment, which shall be the fifteenth
day prior to such Interest Payment Date, whether or not such day is a Business Day (as defined herein). Any such
interest installment (other than Deferred Interest (as defined herein))
not punctually paid or duly provided for shall forthwith cease to be payable to
the holders on such regular record date and
may be paid to the Person in whose name this Debt Security (or one or more Predecessor Securities)
is registered at the close of business on a special record date to be fixed by the Trustee for the
payment of such defaulted interest, notice whereof shall be given to the
holders of the Debt Securities not less than 10 days prior to such special
record date, all as more fully provided in the Indenture.


A-4






          Payment
of the principal of and premium, if any, and interest on this Debt Security due
on the Maturity Date, any Optional Redemption Date or the Special Redemption Date, as the case may be, shall be made in
immediately available funds against presentation and surrender of this Debt
Security at the office or agency of the Trustee maintained for that purpose in
Wilmington, Delaware, or at the office or agency of any other Paying Agent
appointed by the Company maintained for that purpose in Wilmington,
Delaware or Springfield, Illinois. Payment of interest on this Debt Security
due on any Interest Payment Date other than the Maturity Date, any Optional Redemption Date or the Special Redemption
Date, as the case may be, shall be made at the option of the Company by
check mailed to the holder thereof at such address
as shall appear in the Debt Security Register or by wire transfer of
immediately available funds to an account appropriately designated by
the holder hereof. Notwithstanding the foregoing,
so long as the holder of this Debt Security is the Institutional Trustee,
payment of the principal of and
premium, if any, and interest on this Debt Security shall be made in
immediately available funds when due at such place and to such account
as may be designated by the Institutional Trustee. All payments in respect of
this Debt Security shall be payable in any coin or currency of the United
States of America that at the time of payment is legal tender for payment of
public and private debts.


          Notwithstanding
anything to the contrary contained herein, if any Interest Payment Date after the Interest Payment Date in
July, 2012, other than the Maturity Date, any Optional Redemption Date or the
Special Redemption Date, falls on a day that is not a Business Day, then any interest payable will be paid on,
and such Interest Payment Date will be moved to, the next succeeding
Business Day, and additional interest will accrue for each day that such payment is delayed as a result thereof. If any
Interest Payment Date on or prior to the Interest Payment Date in July,
2012, the Maturity Date, any Optional Redemption Date or the Special Redemption
Date falls on a day that is not a Business Day, then the principal, premium, if
any, and/or interest payable on such date will be paid on the next succeeding
Business Day, and no additional interest will accrue in respect of such payment
made on such next succeeding Business Day.


          So
long as no Event of Default pursuant to Sections 5.01(b), (e), (f), (g), (h) or
(i) of the Indenture has occurred and is continuing, the Company shall
have the right, from time to time and without causing an Event of Default, to
defer payments of interest on the Debt Securities
by extending the interest payment period on the Debt Securities at any time and
from time to time during the term of the Debt Securities, for up to 20
consecutive quarterly periods (each such
extended interest payment period, together with all previous and further
consecutive extensions thereof, is referred to herein as an “Extension
Period”). No Extension Period may end on a date other than an Interest Payment
Date or extend beyond the Maturity Date, any Optional Redemption Date or the
Special Redemption Date, as the case may be. During any Extension Period,
interest will continue to accrue on the Debt Securities, and interest on such
accrued interest (such accrued interest and interest thereon referred to herein
as “Deferred Interest”) will accrue at an annual rate equal to the Interest
Rate applicable during such Extension
Period, compounded quarterly from the date such Deferred Interest would have
been payable were it not for the Extension Period, to the extent
permitted by applicable law. No interest or Deferred Interest (except any
Additional Amounts (as defined in the Indenture) that may be due and payable) shall be due and payable during an Extension
Period, except at the end thereof. At the end of any Extension Period,
the Company shall pay all Deferred Interest then


A-5






accrued and unpaid on the Debt
Securities; provided, however, that during any Extension Period, the
Company may not (i) declare or pay any dividends or distributions on, or
redeem, purchase, acquire, or make a
liquidation payment with respect to, any of the Company’s capital stock, (ii) make
any payment of principal of or premium, if any, or interest on or repay,
repurchase or redeem any debt securities of
the Company that rank pari passu in
all respects with or junior in interest to the Debt Securities or (iii)
make any payment under any guarantees of the Company that rank in all respects pari passu
with or junior in respect to the Capital Securities Guarantee (other
than (a) repurchases, redemptions or other acquisitions of shares of capital
stock of the Company (A) in connection with any employment contract,
benefit plan or other similar arrangement
with or for the benefit of one or more employees, officers, directors or
consultants, (B) in connection with a dividend reinvestment or stockholder
stock purchase plan or (C) in connection with the issuance of capital stock of
the Company (or securities convertible into or exercisable for such
capital stock), as consideration in an acquisition transaction entered into
prior to such Extension Period, (b) as a result of any exchange or conversion
of any class or series of the Company’s capital stock (or any capital stock of
a subsidiary of the Company) for any class or series of the Company’s capital
stock or of any class or series of the Company’s indebtedness for any class or series of the Company’s capital stock,
(c) the purchase of fractional interests in shares of the Company’s
capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or
exchanged, (d) any declaration of a
dividend in connection with any stockholder’s rights plan, or the issuance of
rights, stock or other property under any stockholder’s rights plan, or
the redemption or repurchase of rights pursuant
thereto or (e) any dividend in the form of stock, warrants, options or other
rights where the dividend stock or the stock issuable upon exercise of such
warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passu with
or junior to such stock). Prior to the termination of any Extension Period, the
Company may further extend such Extension Period, provided, that no
Extension Period (including all previous and further consecutive
extensions that are part of such Extension Period) shall exceed 20 consecutive quarterly periods. Upon the termination of any
Extension Period and upon the payment of all Deferred Interest, the Company may commence a new Extension Period,
subject to the foregoing requirements.
The Company must give the Trustee notice of its election to begin or extend an
Extension Period no later than the close of business on the fifteenth Business
Day prior to the applicable Interest Payment Date.


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


          The
Company waives diligence, presentment, demand for payment, notice of nonpayment,
notice of protest, and all other demands and notices.


A-6






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


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


          This
Debt Security may contain more than one counterpart of the signature page and
this Debt Security may be executed and authenticated by the affixing of the
signature of a proper officer of the Company, and the signature of the Trustee
providing authentication, to any of such counterpart signature pages.
All of such counterpart signature pages shall be read as though one, and they shall have the same force
and effect as though the Company had executed, and the Trustee had
authenticated, a single signature page.


A-7






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


	
 

	
 

	
 

	
 


	
 

	
CENTRUE FINANCIAL CORPORATION


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Name:

	
 


	
 

	
 

	
Title:

	
 





Dated: __________, _____


CERTIFICATE OF AUTHENTICATION


          This
certificate represents Debt Securities referred to in the within-mentioned
Indenture.


	
 

	
 

	
 


	
 

	
WILMINGTON TRUST COMPANY, 

  not in its individual capacity but solely as the Trustee


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Authorized Officer





Dated: __________, _____


A-8






[FORM OF REVERSE
OF SECURITY]


          This
Debt Security is one of a duly authorized series of debt securities of the Company (collectively, the “Debt Securities”),
all
issued or to be issued pursuant to an Indenture (the “Indenture”), dated as of
April 19, 2007, duly executed and delivered between the Company and
Wilmington Trust Company, as Trustee (the “Trustee”), to which Indenture and
all indentures supplemental thereto reference is hereby made for a description
of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Debt Securities of which
this Debt Security is a part.


          Upon
the occurrence and continuation of a Tax Event, an Investment Company Event
or a Capital Treatment Event (each, a “Special Event”), the Company shall have
the right to redeem this Debt Security, at
its option, in whole with all other Debt Securities but not in part, at
any time, within 90 days following the occurrence of such Special Event (the
“Special Redemption Date”), at the Special
Redemption Price (as defined herein).


          The
Company shall also have the right to redeem this Debt Security at its option, in whole or (provided that all accrued and unpaid
interest has been paid on all Debt Securities for all Interest Periods
terminating on or prior to such date) from time to time in part, on any
Interest Payment Date on or after
July 1, 2012 (each, an “Optional Redemption Date”), at the Optional Redemption
Price (as defined herein).


          Any
redemption pursuant to the preceding two paragraphs will be made, subject to receipt by the Company of prior approval from
the Board of Governors of the Federal Reserve System (the “Federal Reserve”) if
then required under applicable capital guidelines or policies of the
Federal Reserve, upon not less than 30 days’ nor more than 60 days’ prior
written notice. If the Debt Securities are
only partially redeemed by the Company, the Debt Securities will be redeemed
pro rata or by any other method utilized by the Trustee. In the event of
redemption of this Debt Security in part only, a new Debt Security or
Debt Securities for the unredeemed portion
hereof will be issued in the name of the holder hereof upon the cancellation
hereof.


          “Optional
Redemption Price” means an amount in cash equal to 100% of the principal amount
of this Debt Security being redeemed plus unpaid interest accrued thereon to
the related Optional Redemption Date.


          “Special
Redemption Price” means, with respect to the redemption of this Debt Security following a Special Event, an amount in
cash equal to 103.30% of the principal amount of this Debt Security to be redeemed prior to July 1, 2008 and
thereafter equal to the percentage of the principal amount of this Debt
Security that is specified below for the Special Redemption Date plus, in each case, unpaid interest accrued
thereon to the Special Redemption Date:


A-9






	
 

	
 

	
 


	
Special
  Redemption During the 12-Month Period Beginning July 1,

	
 

	
Percentage
  of Principal Amount


	


	
 

	



	
2008

	
 

	
102.64%


	
 

	
 

	
 


	
2009

	
 

	
101.98%


	
 

	
 

	
 


	
2010

	
 

	
101.32%


	
 

	
 

	
 


	
2011

	
 

	
100.66%


	
 

	
 

	
 


	
2012 and
  thereafter

	
 

	
100.00%





          In
case an Event of Default, as defined in the Indenture, shall have occurred and
be continuing, the principal of all of the Debt Securities may be declared,
and, in certain cases, shall ipso facto become, due and payable, and
upon any such declaration of acceleration shall become due and payable, in each
case, in the manner, with the effect and subject to the conditions provided in
the Indenture.


          The
Indenture contains provisions permitting the Company and the Trustee, with the
consent of the holders of a majority in aggregate principal amount of the Debt
Securities at the time outstanding affected thereby, as specified in the
Indenture, to execute supplemental indentures for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or of modifying in any manner
the rights of the holders of the Debt Securities; provided, however,
that no such supplemental indenture shall, among other things, without the
consent of the holders of each Debt Security then outstanding and affected
thereby (i) change the Maturity Date of any Debt Security, or reduce the
principal amount thereof or any premium thereon, or reduce the rate (or manner
of calculation of the rate) or extend the time of payment of interest thereon,
or reduce (other than as a result of the maturity or earlier redemption of any
such Debt Security in accordance with the terms of the Indenture and such Debt
Security) or increase the aggregate principal amount of Debt Securities then
outstanding, or change any of the redemption provisions, or make the principal
thereof or any interest or premium thereon payable in any coin or currency other
than United States Dollars, or impair or affect the right of any holder to
institute suit for payment thereof, or (ii) reduce the aforesaid percentage of
Debt Securities the holders of which are required to consent to any such
supplemental indenture. The Indenture also contains provisions permitting the
holders of a majority in aggregate principal amount of the Debt Securities at
the time outstanding, on behalf of the holders of all the Debt Securities, to
waive any past default in the performance of any of the covenants contained in
the Indenture, or established pursuant to the Indenture, and its consequences,
except (a) a default in payments due in
respect of any of the Debt Securities, (b) in respect of covenants or
provisions of the Indenture which cannot be modified or amended without
the consent of the holder of each Debt Security affected, or (c) in respect of
the covenants of the Company relating to its ownership of Common Securities of
the Trust. Any such consent or waiver by the holder of this Debt Security
(unless revoked as provided in the
Indenture) shall be conclusive and binding upon such holder and upon all future
holders and owners of this Debt Security and of any Debt Security issued in
exchange herefor or in place hereof (whether by registration of transfer
or otherwise), irrespective of whether or
not any notation of such consent or waiver is made upon this Debt Security.


A-10






          No
reference herein to the Indenture and no provision of this Debt Security or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to make all payments due on this Debt Security at
the time and place and at the rate and in the money herein prescribed.


          As
provided in the Indenture and subject to certain limitations herein and therein
set forth, this Debt Security is
transferable by the holder hereof on the Debt Security Register (as defined in
the Indenture) of the Company, upon surrender of this Debt Security for
registration of transfer at the
office or agency of the Trustee in Wilmington, Delaware, or at any other office
or agency of the Company in Wilmington, Delaware or Springfield,
Illinois, accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company or
the Trustee duly executed by the holder hereof or such holder’s attorney
duly authorized in writing, and thereupon one or more new Debt Securities of
authorized denominations and for the same aggregate
principal amount will be issued to the designated transferee or transferees. No
service charge will be made for any such registration of transfer, but the
Company or the Trustee may require payment of a sum sufficient to cover
any tax, fee or other governmental charge payable in relation thereto as specified
in the Indenture.


          Prior
to due presentment for registration of transfer of this Debt Security, the Company, the Trustee, any Authenticating Agent,
any Paying Agent, any transfer agent and the Debt Security registrar may
deem and treat the holder hereof as the absolute owner hereof (whether or not this Debt Security shall be
overdue and notwithstanding any notice of ownership or writing hereon) for the
purpose of receiving payment of the principal of and premium, if any, and
interest on this Debt Security and for all other purposes, and none of the
Company, the Trustee, any Authenticating
Agent, any Paying Agent, any transfer agent or any Debt Security registrar
shall be affected by any notice to the contrary.


          As
provided in the Indenture and subject to certain limitations herein and therein
set forth, Debt Securities are exchangeable for a like aggregate principal
amount of Debt Securities of different authorized denominations, as requested
by the holder surrendering the same.


          The
Debt Securities are issuable only in registered certificated form without
coupons.


          No
recourse shall be had for the payment of the principal of or premium, if any,
or interest on this Debt Security,
or for any claim based hereon, or otherwise in respect hereof, or based on or
in respect of the Indenture, against any incorporator, stockholder, officer,
director, employee or agent, past, present or future, as such, of the
Company or of any predecessor or successor corporation of the Company, whether
by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise,
all such liability being, by the acceptance hereof and as part of the
consideration for the issuance hereof, expressly waived and released.


A-11






          All
terms used but not defined in this Debt Security shall have the meanings
assigned to them in the Indenture.


          THIS
DEBT SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES OF SAID STATE OTHER THAN SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.


A-12






Exhibit B


Form of Certificate of Officer of the Company






EXHIBIT B


FORM OF CERTIFICATE OF OFFICER OF THE COMPANY


          Pursuant
to Section 3.05 of the Indenture, dated as of April 19, 2007 (as amended or
supplemented from time to time, the “Indenture”), between Centrue Financial
Corporation, as issuer (the “Company”), and Wilmington Trust Company, as
trustee, the undersigned certifies that he/she is a [principal executive
officer, principal financial officer or principal accounting officer] of the
Company and in the course of the performance by the undersigned of his/her
duties as an officer of the Company, the undersigned would normally have
knowledge of any default by the
Company in the performance of any covenants contained in the Indenture, and the
undersigned hereby further certifies
that he/she has no knowledge of any default for the fiscal year ending on       _____________, 20_____ [, except as follows:
specify each such default and the nature thereof].


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


          IN
WITNESS WHEREOF, the undersigned has executed this Certificate as of
___________, 20_____.


	
 

	
 


	
 

	



	
 

	
Name: 


	
 

	
Title:





B-1