Exhibit
4.2
 
 PVF CAPITAL CORP. as Company INDENTURE Dated as of July 6, 2006 LASALLE BANK NATIONAL
ASSOCIATION As Trustee JUNIOR SUBORDINATED DEBT SECURITIES Due September 15, 2036




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TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.01. Definitions . 1 ARTICLE II DEBT
SECURITIES SECTION 2.01. Authentication and Dating 9 SECTION 2.02. Form of Trustees Certificate of
Authentication 9 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 10
SECTION 2.06. Mutilated, Destroyed, Lost or Stolen Debt Securities 13 SECTION 2.07. Temporary Debt
Securities 14 SECTION 2.08. Payment of Interest 15 SECTION 2.09. Cancellation of Debt Securities
Paid, etc 16 SECTION 2.10. Computation of Interest 16 SECTION2.il. Extension of Interest Payment
Period 18 SECTION 2.12. CUSIP Numbers 19 SECTION 2.13. Income Tax Certification 19 SECTION 2.14.
Global Debentures 19 ARTICLE III PARTICULAR COVENANTS OF THE COMPANY SECTION 3.01.   Payment of
Principal, Premium and Interest; Agreed Treatment of the Debt Securities 21 SECTION 3.02. Offices
for Notices and Payments, etc 22 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 Interest 24 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 AND
REPORTS BY THE COMPANY AND THE TRUSTEE




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TABLE OF CONTENTS (CONTINUED) Page SECTION 4.01. Securityholders Lists 26 SECTION 4.02.
Preservation and Disclosure of Lists 26 SECTION 4.03. Financial and Other Information 27 ARTICLE V
REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT SECTION 5.01. Events of
Default 28 SECTION 5.02. Payment of Debt Securities on Default; Suit Therefor 30 SECTION 5.03.
Application of Moneys Collected by Trustee 32 SECTION 5.04. Proceedings by Securityholders 32
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 33 SECTION
5.08. Notice of Defaults 34 SECTION 5.09. Undertaking to Pay Costs 34 ARTICLE VI CONCERNING THE
TRUSTEE 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
37 SECTION 6.05. Moneys to be Held in Trust 37 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, Calculation Agent, Paying Agent or Debt Security
Registrar 39 SECTION 6.10. Acceptance by Successor 41 SECTION 6.11. Succession by Merger, etc 42
SECTION 6.12. Authenticating Agents 42




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TABLE OF CONTENTS (CONTINUED) Page ARTICLE VII CONCERNING THE SECURITYHOLDERS 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 Securityholders Bound 45 ARTICLE VIII
SECURITYHOLDERS MEETINGS 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 47 SECTION 8.06. Voting 47 SECTION 8.07.
Quorum; Actions 48 SECTION 8.08. Written Consent Without a Meeting 48 ARTICLE IX SUPPLEMENTAL
INDENTURES SECTION 9.01. Supplemental Indentures without Consent of Securityholders 49 SECTION
9.02. Supplemental Indentures with Consent of Securityholders 50 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 52 ARTICLE X REDEMPTION
OF SECURITIES 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




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TABLE OF CONTENTS (CONTINUED) Page SECTION 11.01. Company May Consolidate, etc., on
Certain Terms 54 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
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 SECTION 13.01. Indenture and Debt Securities Solely Corporate Obligations 57
ARTICLE XIV MISCELLANEOUS PROVISIONS 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 58 SECTION 14.06.
Evidence of Compliance with Conditions Precedent 58 SECTION 14.07. Non-Business Days 58
SECTION 14.08. Table of Contents, Headings, etc...-. ..59 SECTION 14.09. Execution in
Counterparts 59 SECTION 14.10. Severability 59 SECTION14.il. Assignment 59 SECTION
14.12. Acknowledgment of Rights 59 ARTICLE XV SUBORDINATION OF DEBT SECURITIES SECTION 15.01.
Agreement to Subordinate 60 SECTION 15.02. Default on Senior Indebtedness 60 SECTION 15.03.
Liquidation; Dissolution; Bankruptcy 61 SECTION 15.04. Subrogation 62




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TABLE OF CONTENTS (CONTINUED) Page SECTION 15.05. Trustee to Effectuate Subordination 63
SECTION 15.06. Notice by the Company 63 SECTION 15.07. Rights of the Trustee, Holders of Senior
Indebtedness 64 SECTION 15.08. Subordination May Not Be Impaired 64 EXHIBITS EXHIBIT A FORM OF DEBT
SECURITY




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THIS INDENTURE, dated as of July 6, 2006, between PVF Capital Corp., a savings and loan
holding company incorporated in Ohio (hereinafter sometimes called the Company), and LaSalle Bank
National Association as trustee (hereinafter sometimes called the Trustee). WITNESSETH: WHEREAS,
for its lawful corporate purposes, the Company has duly authorized the issuance of its Junior
Subordinated Debt Securities due September 15, 2036 (the Debt Securities) under this Indenture
and to provide, among other things, for the execution and authentication, delivery and
administration thereof, the Company has duly authorized the execution of this Indenture. NOW,
THEREFORE, in consideration of the premises, and the purchase of the Debt Securities by the holders
thereof, the Company covenants and agrees with the Trustee for the equal and proportionate benefit
of the respective holders from time to time of the Debt Securities as follows: ARTICLE I
DEFINITIONS SECTION 1.01. Definitions. The terms defined in this Section 1.01 (except as herein
otherwise expressly provided or unless the context otherwise requires) for all purposes of this
Indenture and of any indenture supplemental hereto shall have the respective meanings specified in
this Section 1.01. All accounting terms used herein and not expressly defined shall have the
meanings assigned to such terms in accordance with generally accepted accounting principles and the
term generally accepted accounting principles means such accounting principles as are generally
accepted in the United States at the time of any computation. The words herein, hereof and
hereunder and other words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision. Additional Interest shall have the meaning set
forth in Section 3.06. Additional Provisions shall have the meaning set forth in Section 15.01.
Authenticating Agent means any agent or agents of the Trustee which at the time shall be
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.




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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. Business Day
means any day other than a Saturday, Sunday or any other day on which banking institutions in
Wilmington, Delaware, New York City or the city of the Principal Office of the Trustee or the
Company are permitted or required by any applicable 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
TP Securities 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 LaSalle Bank National Association 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 (a) any amendment to, or
change in, the laws, rules or regulations of the United States or any political subdivision thereof
or therein, or any rules, guidelines or policies of any applicable regulatory authority for the
Company or (b) 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, within 90 days of the receipt of
such opinion, the aggregate Liquidation Amount of the Capital Securities will not be eligible to be
treated by the Company as Tier 1 Capital (or the then equivalent thereof) for purposes of the
capital adequacy guidelines of the Federal Reserve or OTS (or any successor regulatory authority
with jurisdiction over bank or financial 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
cumulative preferred stock, minority interests in consolidated subsidiaries, or any other class of
security or interest which the Federal Reserve or OTS, as applicable, may now or hereafter accord
Tier 1 Capital treatment in excess of the amount which may now or hereafter qualify for treatment
as Tier 1 Capital under applicable capital adequacy guidelines; provided further, however, that the
distribution of the Debt Securities in connection with the liquidation of the Trust by the




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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.
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. 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 PVF Capital Corp., a savings and loan holding company
incorporated in Ohio, 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 July 6, 2006, 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 or any successor thereto. DTC will be the initial
Depositary. Depositary Participant means a broker, dealer, bank, other financial institution or
other Person for whom from time to time the Depositary effects book-entry transfers and pledges of
securities deposited with 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.
Extension Period has the meaning set forth in Section 2.11.




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Federal Reserve means the Board of Governors of the Federal Reserve System. Fixed Rate
means a per annum rate of interest, equal to 7.462% commencing July 6, 2006. Fixed Rate Period
has the meaning assigned to it in Section 2.10(a). Global Debenture means a security that
evidences all or part of the Debt Securities, the ownership and transfers of which shall be made
through book entries by a Depositary. Indenture means this instrument as originally executed or,
if amended or supplemented as herein provided, as so amended or supplemented, or both. Initial
Purchaser means the initial purchaser of the Capital Securities. Institutional Trustee has the
meaning set forth in the Declaration. Interest Payment Date means March 15, June 15, September 15
and December 15 of each year, commencing on September 15, 2006, during the term of this Indenture.
Interest Payment Period means the period from and including an Interest Payment Date, or in the
case of the first Interest Payment Period, the original date of issuance of the Debt Securities,
to, but excluding, the next succeeding Interest Payment Date or, in the case of the last Interest
Payment Period, the Redemption Date, Special Redemption Date or Maturity Date, as the case may be.
Interest Rate means the Fixed Rate and Variable Rate, as applicable. 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 or
prospective change becomes effective or would become effective, as the case may be, on or after the
date of the original issuance of the Debt Securities. LIBOR means the London Interbank Offered
Rate for 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)(1). LIBOR Business Day
has the meaning set forth in Section 2.10(b)(1). LIBOR Determination Date has the meaning set
forth in Section 2.10(b).




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Liquidation Amount means the liquidation amount of $1,000 per Trust Security. Maturity
Date means September 15, 2036. Notice has the meaning set forth in Section 2.11. 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. OTS means the Office of Thrift Supervision and any
successor federal agency that is primarily responsible for regulating the activities of savings and
loan holding companies. Outstanding means, when used with reference to Debt Securities, subject
to the provisions of Section 7.04, as of any particular time, all Debt Securities authenticated and
delivered by the Trustee or the Authenticating Agent under this Indenture, except Debt Securities
theretofore canceled by the Trustee or the Authenticating Agent or delivered to the Trustee for
cancellation; 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 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. Paying Agent
has the meaning set forth in Section 3.04(e). Person means any individual, corporation, limited
liability company, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision thereof.




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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 135 S. LaSalle Street, Suite 1511, Chicago,
Illinois 60603 Attention: CDO Trust Services Group  PVF Capital Trust II. Redemption Date has
the meaning set forth in Section 10.01. Redemption Price means 100% of the principal amount of
the Debt Securities being redeemed plus accrued and unpaid interest on such Debt Securities to the
Redemption Date. Responsible Officer means, with respect to the Trustee, any officer within the
CDO Trust Services Group in 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 from time to time, or any successor legislation.
Securityholder, Holder, holder of Debt Securities or other similar terms, means any Person in
whose name at the time a particular Debt Security is. registered on the Debt Security Register.
Senior Indebtedness means, with respect to the Company, (i) the principal, premium, if any, and
interest in respect of (A) indebtedness of the Company for money borrowed 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 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, 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




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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 incurred on or prior to the date of this Indenture or thereafter incurred, unless, with the
prior approval of the Federal Reserve or OTS, as applicable, 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 passuin 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, (B) any guarantees of the
Company in respect of the equity or other securities of any financing entity referred to in clause
(A) above or (C) any other instruments classified as subordinated or pari passuto the Debt
Securities by the Federal Reserve or OTS, as applicable. 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 103.525% of the principal
amount of Debt Securities to be redeemed prior to September 15, 2007 and thereafter equal to the
percentage of the principal amount of the Debt Securities that is specified below for the Special
Redemption Date plus, in each case, unpaid interest accrued thereon to the Special Redemption Date:
Special Redemption During the 12-Month Period Beginning September 15 Percentage of Principal
Amount 103.140% 102.355% 2009  101.570% 2010 100.785%
2011 and thereafter 100.000% 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 by 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 by 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




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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. Trust means PVF Capital Trust II, 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 PVF Capital Trust II. 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 Internal Revenue
Code of 1986, as amended. Variable Rate means a per annum rate of interest, equal to LIBOR plus
1.75%, as determined on the LIBOR Determination Date preceding each Interest Payment Date, reset
quarterly, commencing upon expiration of the Fixed Rate Period.




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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 Trustee shall also be entitled to receive an
opinion of counsel to the effect that (1) all conditions precedent to the execution, delivery and
authentication of the Securities have been complied with; (2) the Securities are not required to be
registered under the Securities Act; and (3) the Indenture is not required to be qualified under
the Trust Indenture Act. The definitive Debt Securities shall be typed, printed, lithographed or
engraved on steel engraved borders or may be produced in any other manner, all as determined by the
officers executing such Debt Securities, as evidenced by their execution of such Debt Securities.
SECTION 2.02. Form of Trustees Certificate of Authentication. The Trustees certificate of
authentication on all Debt Securities shall be in substantially the following form: This represents
Debt Securities referred to in the within-mentioned Indenture. LaSalle Bank National Association,
not in its individual capacity but solely as Trustee By , , , Authorized Signatory




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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,
certificated 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 any 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 signature of an authorized officer, shall
be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such
certificate by the Trustee or the Authenticating Agent upon any Debt Security executed by the
Company shall be conclusive evidence that the Debt Security so authenticated has been duly
authenticated and delivered hereunder and that the holder is entitled to the benefits of this
Indenture. In case any officer of the Company who shall have signed any of the Debt Securities
shall cease to be such officer before the Debt Securities so signed shall have been authenticated
and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debt
Securities nevertheless may be authenticated and delivered or disposed of as though the Person who
signed such Debt Securities had not ceased to be such officer of the Company; and any Debt Security
may be signed on behalf of the Company by such Persons as, at the actual date of the execution of
such Debt Security, shall be the proper officers of the Company, although at the date of the
execution of this Indenture any such person was not such an officer. Every Debt Security shall be
dated the date of its authentication. SECTION 2.05. Exchange and Registration of Transfer of Debt
Securities. The Company shall cause to be kept, at the office or agency maintained for the purpose
of registration of transfer and for exchange as provided in Section 3.02, a register (the Debt
Security Register) for the Debt Securities issued hereunder in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration and transfer of all
Debt Securities as provided in this Article II. Such register shall be in written form or in any
other form capable of being converted into written form within a reasonable time. 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




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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. Neither the Trustee nor the Debt
Security Registrar shall be responsible for ascertaining whether any transfer hereunder complies
with the registration provisions of or any exemptions from the Securities Act (under and as defined
in the Declaration), applicable state securities laws or the applicable laws of any other
jurisdiction, ERISA, the United States Internal Revenue Code of 1986, as amended, or the Investment
Company Act (under and as defined in the Declaration). 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. 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 except in compliance with the restricted securities legend set forth below, unless
otherwise determined by the Company in accordance with applicable law, which legend shall be placed
on each Debt Security: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE SECURITIES ACT), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES
LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY




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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) TO A NON U.S.
PERSON IN AN OFFSHORE TRANSACTION PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, (D)
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) OR (7) OF RULE 501 UNDER THE
SECURITIES ACT THAT IS ACQUIRING THE SECURITY 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, 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 CLAUSES (D) OR (E) 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 BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. THE
HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS AND WARRANTS THAT IT WILL NOT
ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE
WITH THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF 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 THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE
RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23,
95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS
SECURITY 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 THEREIN WILL BE
DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN
EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3)




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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 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 COMPANY AND TRUSTEE 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 BLOCKS
HAVING A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY
ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING A PRINCIPAL AMOUNT OF LESS THAN $100,000
SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL
BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE
RECEIPT OF DISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO
INTEREST WHATSOEVER IN THIS SECURITY. 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. THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF 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




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cover any tax or other governmental charge that may be imposed in relation thereto and any
other expenses connected therewith. In case any Debt Security which has matured or is about to
mature or has been called for redemption in full shall become mutilated or be destroyed, lost or
stolen, the Company may, instead of issuing a substitute Debt Security, pay or authorize the
payment of the same (without surrender thereof except in the case of a mutilated Debt Security) if
the applicant for such payment shall furnish to the Company and the Trustee such security or
indemnity as may be required by them to save each of them harmless and, in case of destruction,
loss or theft, evidence satisfactory to the Company and to the Trustee of the destruction, loss or
theft of such Security and of the ownership thereof. Every substituted Debt Security issued
pursuant to the provisions of this Section 2.06 by virtue of the fact that any such Debt Security
is destroyed, lost or stolen shall constitute an additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Debt Security shall be found at any time, and shall be
entitled to all the benefits of this Indenture equally and proportionately with any and all other
Debt Securities duly issued hereunder. All Debt Securities shall be held and owned upon the express
condition that, to the extent permitted by applicable law, the foregoing provisions are exclusive
with respect to the replacement or payment of mutilated, destroyed, lost or stolen Debt Securities
and shall preclude any and all other rights or remedies notwithstanding any law or statute existing
or hereafter enacted to the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender. SECTION 2.07. Temporary Debt Securities.
Pending the preparation of definitive Debt Securities, the Company may execute and the Trustee
shall authenticate and make available for delivery temporary Debt Securities that are typed,
printed or lithographed. Temporary Debt Securities shall be issuable in any authorized
denomination, and substantially in the form of the definitive Debt Securities but with such
omissions, insertions and variations as may be appropriate for temporary Debt Securities, all as
may be determined by the Company. Every such temporary Debt Security shall be executed by the
Company and be authenticated by the Trustee upon the same conditions and in substantially the same
manner, and. with the same effect, as the definitive -Debt Securities. Without unreasonable delay,
the Company will execute and deliver to the Trustee or the Authenticating Agent definitive Debt
Securities and thereupon any or all temporary Debt Securities may be surrendered in exchange
therefor, at the Principal Office of the Trustee or at any office or agency maintained by the
Company for such purpose as provided in Section 3.02, and the Trustee or the Authenticating Agent
shall authenticate and make available for delivery in exchange for such temporary Debt Securities a
like aggregate principal amount of such definitive Debt Securities. Such exchange shall be made by
the Company at its own expense and without any charge therefor except that in case of any such
exchange involving a registration of transfer the Company may require payment of a sum sufficient
to cover any tax, fee or other governmental charge that may be imposed in relation thereto. Until
so exchanged, the temporary Debt Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Debt Securities authenticated and delivered hereunder.




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SECTION 2.08. Payment of Interest. During the Fixed Rate Period, each Debt Security will bear
interest at the Fixed Rate. Thereafter each Debt Security will bear interest at the then applicable
Variable Rate from and including each Interest Payment Date or, in the case of the first Interest
Payment Period, the original date of issuance of such Debt Security to, but excluding, the next
succeeding Interest Payment Date or, in the case of the last Interest Payment Period, the
Redemption Date, Special Redemption Date or Maturity Date, as applicable, 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 XII) on each Interest Payment
Date commencing on September 15, 2006. 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 said 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 shall be
paid to the Person to whom principal is paid. In the event that any Debt Security or portion
thereof is called for redemption and the redemption date is subsequent to a regular record date
with respect to any Interest Payment Date and either on or prior to such Interest Payment Date,
interest on such Debt Security will be paid upon presentation and surrender of such Debt Security.
Any interest on any Debt Security, other than Deferred Interest, that is payable, but is not
punctually paid or duly provided for by the Company, on any Interest Payment Date (herein called
Defaulted Interest) shall forthwith cease to be payable to the registered 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 in this clause provided.
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.




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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
Indenture shall mean the fifteenth day prior to the applicable Interest Payment Date whether or not
such date is a Business Day. Subject to the foregoing provisions of this Section, each Debt
Security delivered under this Indenture upon registration of transfer of or in exchange for or in
lieu of any other Debt Security shall carry the rights to interest accrued and unpaid, and to
accrue, that were carried by such other Debt Security. SECTION 2.09. Cancellation of Debt
Securities Paid, etc. All Debt Securities surrendered for the purpose of payment, redemption,
exchange or registration of transfer, shall, if surrendered to the Company or any Paying Agent, be
surrendered to the Trustee and promptly canceled by it, or, if surrendered to the Trustee, 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. The Trustee shall dispose of all canceled
Debt Securities in accordance with its customary practices, 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. From July 6, 2006 until September 15, 2011 (the Fixed Rate Period), the
interest shall be computed on the basis of a 360-day year of twelve 30-day months and the amount
payable for any partial period shall be computed on the basis of the number of days elapsed in a
360-day year of twelve 30-day months. Upon expiration of the Fixed Rate Period, the amount of
interest payable for any Interest Payment Period will be computed on the basis of a 360-day year
and the actual number of days elapsed in the relevant interest period; provided, however, that upon
the occurrence of a Special Event Redemption pursuant to Section 10.02 the amounts payable pursuant
to this Indenture shall be calculated as set forth in the definition of Special Redemption Price.
Upon expiration of the Fixed Rate Period, LIBOR, for any Interest Payment Period, shall be
determined by the Calculation Agent in accordance with the following provisions: (1) On the second
LIBOR Business Day (provided, that on such day commercial banks are open for business (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 March 15, June 15,
September 15 and December 15 (or, with respect to the first Interest Payment Period upon expiration
of the Fixed Rate Period, on September 15, 2011) (each




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such day, a LIBOR Determination Date for the following Interest Payment Period), the
Calculation Agent shall obtain the rate for three-month U.S. Dollar deposits in Europe, which
appears on Telerate Page 3750 (as defined in the International Swaps and Derivatives Association,
Inc. 2000 Interest Rate and Currency Exchange Definitions) or such other page as may replace such
Telerate Page 3750 on the Moneyline Telerate, Inc. service (or such other service or services as
may be nominated by the British Bankers Association as the information vendor for the purpose of
displaying London Interbank offered rates for U.S. dollar deposits), as of 11:00 a.m. (London time)
on such LIBOR Determination Date, and the rate so obtained shall be LIBOR for such Interest Payment
Period. 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 Chicago, Illinois 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 the same LIBOR Determination Date, the
corrected rate as so substituted will be LIBOR for that Interest Payment Period. If, on any LIBOR
Determination Date, such rate does not appear on Telerate Page 3750 or such other page as may
replace such Telerate Page 3750 on the Moneyline Telerate, Inc. service (or such other service or
services as may be nominated by the British Bankers Association as the information vendor for the
purpose of displaying London Interbank offered rates for U.S. dollar deposits), the Calculation
Agent shall determine the arithmetic mean of the offered quotations of the Reference Banks (as
defined below) to leading banks in the London Interbank market for three-month U.S. Dollar deposits
in Europe (in an amount determined by the Calculation Agent) by reference to requests for
quotations as of approximately 11:00 a.m. (London time) on the LIBOR Determination Date made by the
Calculation Agent to the Reference Banks. If, on any LIBOR Determination Date, at least two of the
Reference Banks provide such quotations, LIBOR shall equal the arithmetic mean of such quotations.
If, on any 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 the
relevant 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. 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 the applicable Interest Payment Period shall
be LIBOR in effect for the immediately preceding Interest Payment 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




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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) As
soon as practicable following each LIBOR Determination Date, but in no event later than the 30th
day following such LIBOR Determination Date, the Calculation Agent shall notify, in writing, the
Company, the Institutional Trustee and the Paying Agent of the applicable Variable Rate in effect
for the related Interest Payment Period. The Calculation Agent shall, upon the request of the
holder of any Debt Securities, provide the Variable Rate then in effect. 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. Any error in a calculation of the
Variable Rate by the Calculation Agent may be corrected at any time by the delivery of a notice of
such corrected Variable Rate as provided above. The Paying Agent shall be entitled to rely on
information received from the Calculation Agent or the Company as to the Variable Rate. The Company
shall, from time to time, provide any necessary information to the Paying 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. Failure to notify the Company, the
Institutional Trustee or the Paying Agent of the applicable Variable Rate shall not affect the
obligation of the Company to make payment on Debentures at such Variable Rate. SECTION2.il.
Extension of Interest Payment Period. As long as it is acting in good faith, and so long as no
Event of Default pursuant to paragraphs (c), (e) or (f) of Section 5.01 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
distribution period on the Debt Securities at any time and from time to time during the term of the
Debt Securities, for up to twenty consecutive quarterly periods (each such extended interest
distribution period, an Extension Period), during which Extension Period no interest shall be due
and payable (except any Additional Interest that may be due and payable). No Extension Period may
end on a date other than an Interest. Payment Date. 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 law. No interest or Deferred Interest shall be due and payable during an
Extension Period, except at the end thereof. At the end of any such Extension Period the Company
shall pay all Deferred Interest then accrued and unpaid on the Debt Securities; provided, however,
that no Extension Period may extend beyond the Maturity Date, Redemption Date (to the extent
redeemed) or Special Redemption Date; and provided further, however, that during any such Extension
Period, the Company shall be subject to the restrictions set forth in Section 3.08 of this
Indenture. Prior to the termination of any Extension Period, the Company may further extend such
period, provided, that such period together with all such previous and further consecutive
extensions thereof shall not exceed twenty consecutive quarterly periods, or extend beyond the
Maturity Date, Redemption Date (to the extent redeemed) or Special Redemption Date. Upon the
termination o
f any Extension Period and upon the payment of all




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Deferred Interest, the Company may commence a new Extension Period, subject to the foregoing
requirements. No interest or Deferred Interest shall be due and payable during an Extension Period,
except at the end thereof, but Deferred Interest shall accrue upon each installment of interest
that would otherwise have been due and payable during such Extension Period until such installment
is paid. The Company must give the Trustee notice of its election to begin any Extension Period or
extend an Extension Period (Notice) not later than the related regular record date for the
relevant Interest Payment Date. The Notice shall describe why the Company has elected to begin an
Extension Period. The Notice shall acknowledge and affirm the Companys understanding that it is
prohibited from issuing dividends and other distributions during the Extension Period. Upon receipt
of the Notice, an Initial Purchaser shall have the right, at its sole discretion, to disclose the
name of the Company, the fact that the Company has elected to begin an Extension Period and other
information that such Initial Purchaser, at its sole discretion, deems relevant to the Companys
election to begin an Extension Period. The Trustee shall give notice of the Companys election to
begin a new Extension Period to the Securityholders. 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. Income Tax Certification. As a condition to the payment of any principal of or
interest on the Debt Securities without the imposition of withholding tax, the Trustee shall
require the previous delivery of properly completed and signed applicable U.S. federal income tax
certifications (generally, an Internal Revenue Service Form ^-9 (or applicable successor form) in
the case of a person that is a United States person within the meaning of Section 7701 (a)(30) of
the Code (under and as defined in the Declaration) or an Internal Revenue Service Form W-8 (or
applicable successor form) in the case of a person that is not a United States person within the
meaning of Section 7701(a)(30) of the Code, and any other certification acceptable to it to enable
the Trustee or any Paying Agent to determine their respective duties and liabilities with respect
to any taxes or other charges that they may be required to pay, deduct or withhold in respect of
such Debt Securities. SECTION 2.14. Global Debentures. (a) Upon the election of the holder of
Outstanding Debt Securities, which election need not be in writing, the Debt Securities owned by
such holder shall be issued in the form of one or more Global Debentures registered in the name of
the Depositary or its nominee. Each Global Debenture issued under this Indenture shall be
registered in the name of the




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(b) Depositary designated by the Company for such Global Debenture or a nominee
thereof 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.
Notwithstanding any other provision in this Indenture, no Global Debenture may be exchanged in
whole or in part for Debt Securities registered, and no transfer of a Global Debenture in whole or
in part may be registered, in the name of any Person other than the Depositary for such Global
Debenture or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in
writing that such Depositary is no longer willing or able to properly discharge its
responsibilities as Depositary with respect to such Global Debenture, and no qualified successor is
appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii)
such Depositary ceases to be a clearing agency registered under the Exchange Act and no successor
is appointed by the Company within ninety (90) days after obtaining knowledge of such event, (iii)
the Company executes and delivers to the Trustee a company order stating that the Company elects to
terminate the book-entry system through the Depositary or (iv) an Event of Default shall have
occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii)
or (iv) above, the Trustee shall notify the Depositary and instruct the Depositary to notify all
owners of beneficial interests in such Global Debenture of the occurrence of such event and of the
availability of Debt Securities to such owners of beneficial interests requesting the same. Upon
the issuance of such Debt Securities and the registration in the Debt Security Register of such
Debt Securities in the names of such owners of the beneficial interests therein, the Trustee shall
recognize such owners of beneficial interests as Holders. If any Global Debenture is to be
exchanged for other Debt Securities or canceled in part, or if another Debt Security 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 in this
Article II or (ii) the principal amount thereof shall be reduced or increased by an amount equal to
the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other
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 depository 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 any Debt
Securities issuable in exchange for such Global Debenture (or any portion thereof) in accordance
with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery
of such instructions and may conclusively rely on, and shall be fully protected in relying on, such
instructions. 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.




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Debt Securities distributed to holders of Book-Entry Capital Securities (as defined in the
Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more
Global Debentures registered in the name of a 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 respective accounts of the beneficial owners of the Debt Securities
represented thereby (or such other accounts as they may direct). Debt Securities distributed to
holders of Capital Securities other than Book-Entry Capital Securities upon the dissolution of the
Trust shall not be issued in the form of a Global Debenture or any other form intended to
facilitate book-entry trading in beneficial interests in such Debt Securities. 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 Depository
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 (including the payment of principal and interest thereon and the giving of
instructions or directions by owners of beneficial interests therein and the giving of notices) as
the sole Holder of the Debt Security and shall have no obligations to the owners of beneficial
interests therein. Neither the Trustee nor the Debt Securities registrar shall have any liability
in respect of any transfers affected by the Depositary. 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 holder of any beneficial interest in any Global Debenture held on
its behalf by a Depositary shall have any rights under this Indenture with respect to such Global
Debenture, and such Depositary may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the owner of such Global Debenture for all purposes whatsoever. None of
the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility
or liability for any aspect of the records relating to or payments made on account of beneficial
ownership interests of a Global 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 a Depositary or
impair, as between a Depositary and such holders of beneficial interests, the operation of
customary practices governing the exercise of the rights of the Depositary (or its nominee) as
holder of any Debt Security.




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ARTICLE III PARTICULAR COVENANTS OF THE COMPANY SECTION 3.01. Payment of Principal, Premium
and Interest; Agreed Treatment of the Debt Securities. The Company covenants and agrees that it
will duly and punctually pay or cause to be paid all payments due on the Debt Securities at the
place, at the respective times and in the manner provided in this Indenture and the Debt
Securities. At the option of the Company, each installment of interest on the Debt Securities 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
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. The Company and each of the Holders will treat
the Debt Securities as indebtedness, and the amounts, other than payments of principal, payable in
respect of the principal amount of such Debt Securities as interest, for all U.S. federal income
tax purposes. All payments in respect of the Securities will be made free and clear of U.S.
withholding tax to any beneficial owner thereof that has provided (i) an Internal Revenue Service
Form W-9 or W-8BEN (or any substitute or successor form) establishing its U.S. or non-U.S. status
for U.S. federal income tax purposes, or and establishing a complete exemption from U.S.
withholding tax, or (ii) any other applicable form establishing a complete exemption from U.S.
withholding tax. 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. As of the date of this Indenture, the Company represents that the
likelihood that it would exercise its right 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
pah passuin all respects with or junior in interest to the Debt Securities. SECTION 3.02. Offices
for Notices and Payments, etc. So long as any of the Debt Securities remain outstanding, the
Company will maintain in Chicago, 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




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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 hereby appoints the Trustee at LaSalle Bank National Association, 135 S.
LaSalle Street, Suite 1511, Chicago, Illinois 60603, Attention: CDO Trust Services Group  PVF
Capital Trust II as such office or agency. In case the Company shall fail to maintain any such
office 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 other offices or agencies 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 Chicago, 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: 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; 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
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 pay such payments
so
becoming due and will notify the Trustee in writing of any failure to take such action and of
any




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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. 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. 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. The Company hereby initially appoints the Trustee to act as Paying Agent
(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 stating that in the course of the performance by the signers of their
duties as officers of the Company they would normally have knowledge of any default by the Company
in the performance of any covenants of the Company contained herein, stating whether or not they
have knowledge of any such default and, if so, specifying each such default of which the signers
have knowledge and the nature thereof.  SECTION 3.06. Additional Interest. 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 Interest) on the Debt
Securities as shall be required so that the net amounts received and retained by the Trust for
distribution to holders of Trust Securities after paying all taxes (including withholding taxes),
duties, assessments or other governmental charges will be equal to the amounts the Trust would have
received and retained for distribution to holders of Trust Securities after paying all taxes
(including withholding taxes on distributions to holders of Trust Securities), duties, assessments
or other governmental charges if no such additional taxes, duties, assessments or other
governmental charges had 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 Interest
provided for in this paragraph to the extent that,




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in such context, Additional Interest is, was or would be payable in respect thereof pursuant
to the provisions of this paragraph and express mention of the payment of Additional Interest (if
applicable) in any provisions hereof shall not be construed as excluding Additional Interest 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 Interest 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 Debt Securities are initially issued to the Trust or a trustee of such
Trust in connection with the issuance of Trust Securities by the Trust (regardless of whether Debt
Securities continue to be held by such Trust) and (i) there shall have occurred and be continuing
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
distribution 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 or (B) make any payment of principal of or interest or premium, if
any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passuin
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 passuin all respects with or junior in interest to the
Capital Securities Guarantee (other than (a) repurchases, redemptions or other acquisitions- of
shares of capital stock of the Company (I) in connection with any employment contract, benefit plan
or other similar arrangement with or for the benefit of one or more employees, officers, directors
or consultants, (II) in connection with a dividend reinvestment or stockholder stock purchase plan
or (III) in connection with the issuance of capital stock of the Company (or securities convertible
into or exercisable for such capital stock), as consideration in an acquisition transaction entered
into prior to the occurrence of (i), (ii) or (iii) above, (b) as a result of any exchange,
reclassification, combination or conversion of any class or series of the Companys capital stock
(or any capital stock of a subsidiary of the Company) for any class or 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




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(a) 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 passuwith or junior 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 that is a U.S. Person 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 certain
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 AND REPORTS BY THE COMPANY AND THE TRUSTEE SECTION 4.01.
Securitvholders Lists. The Company covenants and agrees that it will furnish or cause to be
furnished to the Trustee: 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 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. 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. 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




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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 the election of the Company, either: 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 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 Company 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 of the Company to the effect that such
mailing would be contrary to the best interests of the holders of all Debt Securities, as the case
may be, or would be in violation of applicable law. Such written statement shall specify the basis
of such opinion. If said Commission, as permitted or required by applicable law, after opportunity
for a hearing upon the objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order sustaining one or
more of such objections, said Commission shall find, after notice and opportunity for hearing, that
all the objections so sustained have been met and shall enter an order so declaring, the Trustee
shall mail copies of such material to all such Securityholders with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application. (c) Each and every holder of
Debt Securities, by receiving and holding the same, agrees with the Company and the Trustee that
neither the Company nor the Trustee nor 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).




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(a) SECTION 4.03. Financial and Other Information. The Company shall deliver to
each Securityholder (1) each Report on Form 10-K and Form 10-Q prepared by the Company and filed
with the Securities and Exchange Commission in accordance with the Exchange Act within 7 days after
the filing thereof, (2) if the Company is not then (y) subject to Section 13 or 15(d) of the
Exchange Act or (z) exempt from reporting pursuant to Rule 12g3-2(b) thereunder, the Company shall
be required to provide within 45 days of the end of each calendar quarterly period and 90 days
after the end of each calendar year, the information required to be provided by Rule 144A(d)(4)
under the Securities Act and (3) 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. If and so long as a
Holder of the Debt Securities is an entity that holds a pool of debt securities or trust preferred
securities, or a trustee thereof, the Company will cause copies of its reports on Form H-b(l 1) to
be delivered to the Holder promptly following their filing with the OTS. ARTICLE V REMEDIES OF THE
TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT SECTION 5.01. Events of Default. The following
events shall be Events of Default with respect to Debt Securities: the Company defaults in the
payment of any interest upon any Debt Security when it becomes due and payable (unless the Company
has elected and may defer interest payments pursuant to Section 2.11), and continuance of such
default for a period of 30 days; for the avoidance of doubt, an extension of any interest
distribution 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 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 either at maturity, upon redemption, by declaration of acceleration
pursuant to Section 5.01 of this Indenture or otherwise; or the Company defaults in the payment of
any interest upon any Debt Security when it becomes due and payable following the nonpayment of any
such interest for 20 or more consecutive quarterly periods; or 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




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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 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 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 or order shall remain unstayed
and in effect for a period of 90 consecutive days; or 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 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) certain mergers, consolidations or amalgamations, each as permitted by the
Declaration. If an Event of Default specified under clause (c) of this Section 5.01 occurs and is
continuing with respect to the Debt Securities, then, and in each and every such case, unless the
principal of the Debt Securities shall have already become due and payable, 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, if any, 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) or (f) 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 factobecome immediately due and payable without further action. Notwithstanding
anything to the contrary in this Section 5.01, if at any time during the period in which this
Indenture remains in force and effect, the Company ceases or elects to cease to be subject to the
supervision and regulations of the Federal Reserve, OTS, OCC or similar regulatory authority
overseeing bank, thrift, savings and loan or financial holding companies or similar institutions
requiring specifications for the treatment of capital similar in nature to the capital adequacy
guidelines under the Federal Reserve rules and regulations, then the first sentence of this
paragraph shall be deemed to include clauses (a), (b) and (d) under this Section 5.01 as an Event
of Default resulting in an acceleration of payment of the Debt Securities to the same extent as
provided herein for clause (c).




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With respect to clause (d) of this Section 5.01, the Company agrees that in the event of a
breach by the Company of its covenants or agreements mentioned therein, any remedy at law or in
damages may prove inadequate and therefore the Company agrees that the Trustee shall be entitled to
injunctive relief against the Company in the event of any breach or threatened breach by the
Company, in addition to any other relief (including damages) available to the Trustee under this
Indenture or under law. The foregoing provisions, however, are subject to the condition that if, at
any time after the principal of the Debt Securities shall have been so declared due and payable,
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 non-payment of the payments on Debt Securities which shall have become due by acceleration,
shall have been cured, waived or otherwise remedied as provided herein, and 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 declaration and its consequences, but no such waiver or rescission and
annulment shall extend to or shall affect any subsequent default or shall impair any right
consequent thereon; provided, however, that if the Debt Securities are held by the Trust or a
trustee of the Trust, such waiver or rescission and annulment shall not be effective until the
holders of a majority in aggregate liquidation amount of the outstanding Capital Securities of the
Trust shall have consented to such waiver or rescission and annulment. In case the Trustee shall
have proceeded to enforce any right under this Indenture and such proceedings shall have been
discontinued or abandoned because of such rescission or annulment or for any other reason or shall
have been determined adversely to the Trustee, then and in every such case the Company, the Trustee
and the holders of the Debt Securities shall be restored respectively to their several positions
and rights hereunder, and all rights, remedies and powers of the Company, the Trustee and the
holders of the Debt Securities shall continue as though no such proceeding had been taken. SECTION
5.02. Payment of Debt Securities on Default; Suit Therefor. The Company covenants that upon the
occurrence of an Event of Default pursuant to clause 5.01(a), 5.01(b) or 5.01(c), 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




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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 declaration of acceleration or otherwise and irrespective of whether the
Trustee shall have made any demand pursuant to the provisions of this Section 5.02, shall be
entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim
or claims for the whole amount of principal and interest owing and unpaid in respect of the Debt
Securities and, in case of any judicial proceedings, to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the Trustee (including
any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their
respective agents, attorneys and counsel, and for reimbursement of all other amounts due to the
Trustee under Section 6.06) and of the Securityholders allowed in such judicial proceedings
relative to the Company or any other obligor on the Debt Securities, or to the creditors or
property of the Company or such other obligor, unless prohibited by applicable law and regulations,
to vote on behalf of the holders of the Debt Securities in any election of a trustee or a standby
trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings
or Person performing similar functions in comparable proceedings, and to collect and receive any
moneys or other property payable or deliverable on any such claims, and to distribute the same
after the deduction of its charges and expenses; and any receiver, assignee or trustee in
bankruptcy or reorganization is hereby authorized by each of the Securityholders to make such
payments to the Trustee, and, in the event that the Trustee shall consent to the making of such
payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient
to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective
agents, attorneys and counsel, and all other amounts due to the Trustee under Section 6.06. Nothing
herein contained shall be construed to authorize the Trustee to authorize or consent to or accept
or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Debt Securities or the rights of any holder thereof or to authorize the
Trustee to vote in respect of the claim of any Securityholder in any such proceeding. All rights of
action and of asserting claims under this Indenture, or under any of the Debt Securities, may be
enforced by the Trustee without the possession of any of the Debt Securities, or the production
thereof at any trial or other proceeding relative thereto, and any such suit or proceeding
instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall be for the ratable benefit of the holders of the Debt Securities.




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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 specified pursuant hereto 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 on such Debt Securities;
and Fourth: The balance, if any, to the Company. SECTION 5.04. Proceedings by Securityholders. No
holder of any Debt Security shall have any right to institute any suit, action or proceeding for
any remedy hereunder, unless such holder previously shall have given to the Trustee written notice
of an Event of Default with respect to the Debt Securities and unless the holders of not less than
25% in aggregate principal amount of the Debt Securities then outstanding shall have given the
Trustee a written request to institute such action, suit or proceeding and shall have offered to
the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities
to be incurred thereby, and the Trustee for 60 days after its receipt of such notice, request and
offer of indemnity shall have failed to institute any such action, suit or proceeding; provided,
that no holder of Debt Securities shall have any right to prejudice the rights of any other holder
of Debt Securities, obtain priority or preference over any other such holder or enforce any right
under this Indenture except in the manner herein provided and for the equal, ratable and common
benefit of all holders of Debt Securities. Notwithstanding any other provisions in this Indenture,
however, the right of any holder of any Debt Security to receive payment of the principal of,
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.




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SECTION 5.05. Proceedings by Trustee. In case of an Event of Default hereunder the Trustee may
in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce
any of such rights, either by suit in equity or by action at law or by proceeding in bankruptcy or
otherwise, whether for the specific enforcement of any covenant or agreement contained in this
Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other
legal or equitable right vested in the Trustee by this Indenture or by law. SECTION 5.06. Remedies
Cumulative and Continuing. Except as otherwise provided in Section 2.06, all powers and remedies
given by this Article V to the Trustee or to the Securityholders shall, to the extent permitted by
law, be deemed cumulative and not exclusive of any other powers and remedies available to the
Trustee or the holders of the Debt Securities, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this Indenture or otherwise
established with respect to the Debt Securities, and no delay or omission of the Trustee or of any
holder of any of the Debt Securities to exercise any right or power accruing upon any Event of
Default occurring and continuing as aforesaid shall impair any such right or power, or shall be
construed to be a waiver of any such default or an acquiescence therein; and, subject to the
provisions of Section 5.04, every power and remedy given by this Article V or by law to the Trustee
or to the Securityholders may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by the Securityholders. SECTION 5.07. Direction of Proceedings and
Waiver of Defaults by Maioritv of Securityholders. The holders of a majority in aggregate principal
amount of the Debt Securities affected (voting as one class) 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 being advised by counsel
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




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waiver of) any past default or Event of Default and its consequences, except a default (a) in
the payment of principal of, premium, if any, 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 Liquidation Amount of the Trust 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 5.07, 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 actually known to the Trustee, unless such defaults shall have been
cured before the giving of such notice (the term defaults for the purpose of this Section 5.08
being hereby defined to be the events specified in subsections (a), (b), (c), (d), (e), (f) and (g)
of Section 5.01, not including periods of grace, if any, provided for therein); provided, that,
except in the case of default in the payment of the principal of, premium, if any, or interest on
any of the Debt Securities, the Trustee shall be protected in withholding such notice if andso 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 5.09 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 Debt




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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, except that: (a) 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
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 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;




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(a) 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; 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 with respect to an Event of Default pursuant to Sections
5.01(a), 5.01(b) or 5.01(c) hereof (other than an Event of Default resulting from the default in
the payment of Additional Interest or premium, if any, if the Trustee does not have actual
knowledge or written notice that such payment is due and payable), of which the Trustee shall be
deemed to have knowledge; and in the absence of bad faith on the part of the Trustee, the Trustee
may seek and rely on reasonable instructions from the Company. 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: 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; 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; 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; 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;




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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 (that
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; 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 not less than 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
the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents (including any Authenticating Agent) or attorneys, and the
Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or
attorney appointed by it with due care. SECTION 6.03. No Responsibility for Recitals, etc. The
recitals contained herein and in the Debt Securities (except in the certificate of authentication
of the Trustee or the Authenticating Agent) shall be taken as the statements of the Company and the
Trustee and the Authenticating Agent assume no responsibility for the correctness of the same. The
Trustee and the Authenticating Agent make no representations as to the validity or sufficiency of
this Indenture or of the Debt Securities. The Trustee and the -Authenticating Agent shall not be
accountable for the use or application by the Company of any Debt Securities or the proceeds of any
Debt Securities authenticated and delivered by the Trustee or the Authenticating Agent in
conformity with the provisions of this Indenture. SECTION 6.04. Trustee, Authenticating Agent,
Paving Agents, Transfer Agents or Registrar May Own Debt Securities. The Trustee or any
Authenticating Agent or any Paying Agent or 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




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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. Other than as provided in the Fee Agreement of even date herewith between
Cohen Bros. & Company, the Trustee and the Company, 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 6.06 to compensate and indemnify the Trustee and to pay or reimburse
the Trustee for documented expenses, disbursements and auvances shau constitute additional
indeutedness uereunder. Sucu additional indebtedness shall be secured by (and the Company hereby
grants and pledges to the Trustee) a lien prior to that of the Debt Securities upon all property
and funds held or collected by the Trustee as such, except funds held in trust for the benefit of
the holders of particular Debt Securities. Without prejudice to any other rights available to the
Trustee under applicable law, when the Trustee incurs expenses or renders services in connection
with an Event of Default specified in subsections (e), (f) or (g) 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




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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 banking 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
banking 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 6.08 the combined capital and surplus of such corporation or national banking 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 banking association shall be otherwise eligible and qualified under
this Article. In case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 6.08, 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, Calculation Agent, Paving Agent or Debt Security
Registrar. (a) The Trustee, or any trustee or trustees hereafter appointed, the Calculation Agent,
the Paying Agent and any Debt Security Registrar may at any time resign by giving written notice of
such resignation to the Company and by mailing notice thereof, at the




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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 or successors by written instrument, in duplicate, executed by order
of its Board of Directors, one copy of which instrument shall be delivered to the resigning party
and one copy to the successor. If no successor 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 party may petition any court of competent jurisdiction for the
appointment of a successor, 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. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, appoint a successor. (b) In case at any time any of the following shall
occur: 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, 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 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 (1), (2) or (3) above, any
Securityholder who has been a bona fide holder of a Debt Security or Debt Securities for at least
six months may, on behalf of himself or herself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor Trustee. (c) Upon prior written notice to the Company
and the Trustee, the holders of a
majority in aggregate principal amount of the Debt Securities at the time outstanding may at
any
time remove the Trustee and nominate a successor Trustee, which shall be deemed appointed
as
successor Trustee unless within ten Business Days after such nomination the Company
objects
thereto, in which case or in the case of a failure by such holders to nominate a successor
Trustee,
the Trustee so removed or any Securityholder, upon the terms and conditions and otherwise as
in ¦




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subsection (a) of this Section 6.09 provided, may petition any court of competent jurisdiction
for an appointment of a successor. (d) Any resignation or removal of the Trustee, the Calculation
Agent, the Paying Agent and any Debt Security Registrar and appointment of a successor pursuant to
any of the provisions of this Section 6.09 shall become effective upon acceptance of appointment by
the successor as provided in Section 6.10. SECTION 6.10. Acceptance by Successor. Any successor
Trustee, Calculation Agent, Paying Agent or Debt Security Registrar appointed as provided in
Section 6.09 shall execute, acknowledge and deliver to the Company and to its predecessor an
instrument accepting such appointment hereunder, and thereupon the resignation or removal of the
retiring party shall become effective and such successor, 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 herein;
but, nevertheless, on the written request of the Company or of the successor, the party 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 all the rights and powers of the
party so ceasing to act and shall duly assign, transfer and deliver to such successor all property
and money held by such retiring party hereunder. Upon reasonable request of any such successor, the
Company shall execute any and all instruments in writing for more fully and certainly vesting in
and confirming to such successor all such rights and powers. Any party ceasing to act shall,
nevertheless, retain a lien upon all property or funds held or collected to secure any amounts then
due it pursuant to the provisions of Section 6.06. If a successor Trustee is appointed, the
Company, the retiring Trustee and the successor Trustee shall execute and deliver an indenture
supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to
the Debt Securities as to which the predecessor Trustee is not retiring shall continue to be vested
in the predecessor Trustee, and shall add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of the Trust hereunder by more
than one Trustee, it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such Trustee shall be Trustee
of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered
by any other such Trustee. No successor Trustee shall accept appointment as provided in this
Section 6.10 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, Calculation
Agent, Paying Agent or Debt Security Registrar be liable for the acts or omissions of any successor
hereunder.




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Upon acceptance of appointment by a successor Trustee, Calculation Agent, Paying Agent or Debt
Security Registrar as provided in this Section 6.10, the Company shall mail notice of the
succession 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, the successor shall cause such notice to be mailed at
the expense of the Company. SECTION 6.11. Succession by Merger, etc. Any Person into which the
Trustee may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion or consolidation to which the Trustee shall be a party, or any Person
succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder without the execution or filing of any paper or any further act
on the part of any of the parties hereto; provided, that such Person shall be otherwise 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, 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 Person organized and doing business under the laws of
the United States or of any state or territory 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, territorial or
District of Columbia authority. If such Person publishes reports of condition at least annually
pursuant to law or the requirements of such authority, then for the purposes of this Section 6.12
the combined capital and surplus of such Person 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.




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Any Person into which any Authenticating Agent may be merged or converted or with which it may
be consolidated, or any Person resulting from any merger, consolidation or conversion to which any
Authenticating Agent shall be a party, or any Person succeeding to all or substantially all of the
corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating
Agent hereunder, if such successor Person is otherwise eligible under this Section 6.12 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 6.12, the Trustee may, and upon the request of the Company shall,
promptly appoint a successor Authenticating Agent eligible under this Section 6.12, 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 with respect to the Debt
Securities of its predecessor hereunder, with like effect as if originally named as Authenticating
Agent herein. Other than as provided in the Fee Agreement of even date herewith between Cohen Bros.
& Company, the Company and the Trustee, 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 and shall receive such reasonable indemnity as it may require against the costs,
expenses and liabilities incurred in furtherance of its duties under this Section 6.12. ARTICLE VII
CONCERNING THE SECURITYHOLDERS SECTION 7.01. Action by Securitvholders. 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




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instruments and any such record of such a meeting of such Securityholders or holders of
Capital Securities, as the case may be, or (d) by any other method the Trustee deems satisfactory.
If the Company shall solicit from the Securityholders any request, demand, authorization,
direction, notice, consent, waiver or other action or revocation of the same, the Company may, at
its option, as evidenced by an Officers Certificate, fix in advance a record date for such Debt
Securities for the determination of Securityholders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other action or revocation of the same, but
the Company shall have no obligation to do so. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other action or revocation of the same
may be given before or after the record date, but only the Securityholders of record at the close
of business on the record date shall be deemed to be Securityholders for the purposes of
determining whether Securityholders of the requisite proportion of outstanding Debt Securities have
authorized or agreed or consented to such request, demand, authorization, direction, notice,
consent, waiver or other action or revocation of the same, and for that purpose the outstanding
Debt Securities shall be computed as of the record date; provided, however, that no such
authorization, agreement or consent by such Securityholders on the record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this Indenture not later
than six months after the record date. 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, premium, if any, and interest on such Debt
Security and for all other purposes; and neither the Company nor the Trustee nor any Authenticating
Agent nor any Paying Agent nor any transfer agent nor 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.




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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 7.04 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 Securityholders 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:




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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; to
remove the Trustee and nominate a successor trustee pursuant to the provisions of Article VI; to
consent to the execution of an indenture or indentures supplemental hereto pursuant to the
provisions of Section 9.02; or 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 Chicago, Illinois or The City of New York, the
Borough of Manhattan, 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 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 with respect to which the meeting is being held or
(b) a Person appointed by an instrument in writing as proxy by a holder of one or more such 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.




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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. 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.




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SECTION 8.07. Quorum: Actions. The Persons entitled to vote a majority in outstanding
principal amount of the Debt Securities 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 outstanding principal amount of the Debt
Securities, the Persons holding or representing such specified percentage in outstanding principal
amount of the Debt Securities 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 outstanding principal amount of the Debt
Securities 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 not
less than a majority in outstanding principal amount of the Debt Securities; 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 outstanding principal
amount of the Debt Securities. 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. SECTION 8.08. Written
Consent Without a Meeting. Whenever under this Indenture, Securityholders are required or permitted
to take any action by vote, such action may be taken without a meeting on written consent, setting
forth the action so taken, signed by the Securityholders of all outstanding Debt Securities
entitled to vote thereon. No consent shall be effective to take the action referred to therein
unless, within sixty days of the earliest dated consent delivered in the manner required by this
paragraph to the Trustee, written consents signed by a sufficient number of Securityholders to take
action are delivered to the Trustee at its Principal Office. Delivery made to the Trustee at its
Principal Office, shall be by hand or by certificated or registered mail, return receipt requested.
Written




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(a) consent thus given by the Securityholders of such number of Debt Securities as
is required hereunder, shall have the same effect as a valid vote of Securityholders of such number
of Debt Securities. 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: to
evidence the succession of another Person to the Company, or successive successions, and the
assumption by the successor Person of the covenants, agreements and obligations of the Company,
pursuant to Article XI hereof; 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; 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 or amend 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; 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 of 1933, as amended); 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); 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




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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; to make any change (other than as elsewhere provided in this paragraph) that does not
adversely affect the rights of any Securityholder in any material respect; or to provide for the
issuance of and establish the form and terms and conditions of the Debt Securities, to establish
the form of any certifications required to be furnished pursuant to the terms of this Indenture or
the Debt Securities, or to add to the rights of the holders of Debt Securities. The Trustee is
hereby authorized to join with the Company in the execution of any such supplemental indenture, to
make any further appropriate agreements and stipulations which may be therein contained and to
accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall
not be obligated to, but may in its discretion, enter into any such supplemental indenture which
affects the Trustees own rights, duties or immunities under this Indenture or otherwise. Any
supplemental indenture authorized by the provisions of this Section 9.01 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 not less than 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 Securitfes; provided, however, that no such supplemental indenture shall without such
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 impair the right of repayment, if any, at the option of the
holder, 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 a trustee of such trust, such supplemental indenture shall not
be effective until the holders of a majority in Liquidation Amount of the outstanding Capital
Securities shall have consented to such supplemental indenture; provided, further, that if the




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consent of the Securityholder of each outstanding Debt Security is required, such supplemental
indenture shall not be effective until each holder of the outstanding Capital Securities shall have
consented to such supplemental indenture. Upon the request of the Company accompanied by a Board
Resolution authorizing the execution of any such supplemental indenture, and upon the filing with
the Trustee of evidence of the consent of Securityholders (and holders of Capital Securities, if
required) as aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustees own rights, duties
or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion,
but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution
by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this
Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the
Company, setting forth in general terms the substance of such supplemental indenture, to the
Securityholders as their names and addresses appear upon the Debt Security Register. Any failure of
the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture. It shall not be necessary for the consent
of the Securityholders under this Section 9.02 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 arid 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.




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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 and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant hereto complies with the requirements of
this Article IX. The Trustee shall receive an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article IX is authorized or permitted by, and
conforms to, the terms of this Article IX and that it is proper for the Trustee under the
provisions of this Article IX to join in the execution thereof. ARTICLE X REDEMPTION OF SECURITIES
SECTION 10.01. Optional Redemption. At any time the Company shall have the right, subject to the
receipt by the Company of prior approval from any regulatory authority with jurisdiction over the
Company if such approval is then required under applicable capital guidelines or policies of such
regulatory authority, 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 March 15, June 15, September 15 or December
15 on or after September 15, 2011 (the Redemption Date), at the 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 any regulatory authority
with jurisdiction over the Company if such approval is then required under applicable capital
guidelines or policies of such regulatory authority, to redeem the Debt Securities, in whole or 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.




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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 redemption 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. On the Business Day prior to the 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 the
redemption date all the Debt Securities so called for redemption at the appropriate redemption
price, together with unpaid interest accrued to such date. The Company will give the Trustee notice
not less than 45 nor more than 60 days prior to the Redemption Date as to the Redemption 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
Redemption Date or the Special Redemption Date (as the case may be) and at the place or places
stated in such notice at the applicable redemption price,  together with interest accrued to the
date fixed for redemption, and on and after said Redemption Date or the Special Redemption Date
(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 redemption price, together with unpaid interest accrued thereon to the Redemption Date
or the Special Redemption Date (as the case may be). 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.




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ARTICLE XI CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE SECTION 11.01. Company May
Consolidate, etc.. on Certain Terms. Nothing contained in this Indenture or in the Debt Securities
shall prevent any consolidation or merger of the Company with or into any other corporation or
corporations (whether or not affiliated with the Company) or successive consolidations or mergers
in which the Company or its successor or successors shall be a party or parties, or shall prevent
any sale, conveyance, transfer or other disposition of all or substantially all of the property or
capital stock of the Company or its successor or successors to any other corporation (whether or
not affiliated with the Company, or its successor or successors) authorized to acquire and operate
the same; provided, however, that the Company hereby covenants and agrees that, (i) upon any such
consolidation, merger (where the Company is not the surviving corporation), sale, conveyance,
transfer or other disposition, the successor entity shall be a corporation organized and existing
under the laws of the United States or any state thereof or the District of Columbia (unless such
corporation has (1) agreed to make all payments due in respect of the Debt Securities or, if
outstanding, the Capital Securities and 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 Capital 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 City of New York, Borough of Manhattan, 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 entity, 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,




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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 entity 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 entity 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 entity 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 entity 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. 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 such date of maturity or 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




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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 clause (b) 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. 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, and 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.




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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. 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, duly signed
by the party giving such notice, and shall be delivered, telecopied (which telecopy shall be
followed by notice delivered or mailed by first class mail) or mailed by first class mail to the
Company at:




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PVF Capital Corp. 30000 Aurora Road Solon, Ohio 44139 Attention: C. Keith Swaney 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 LaSalle Bank National Association at: 135 S. LaSalle Street, Suite 1511 Chicago,
Illinois 60603 Attn: CDO Trust Services Group  PVF Capital Trust II 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
issued on the date of this Indenture). 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. Non-Business Days. Notwithstanding anything to the contrary contained herein, if any
Interest Payment Date, other than on the Maturity Date, any Redemption Date or the Special
Redemption Date, falls on a day that is not a Business Day, then any interest payable will be paid
on, and such Interest Payment Date will be moved to, the next succeeding Business Day, and
additional




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interest will accrue for each day that such payment is delayed as a result thereof. If the
Maturity Date, any 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 (except that, if such Business Day falls in the
next calendar year, such payment will be made on the immediately preceding Business Day). SECTION
14.08. Table of Contents. Headings, etc. The table of contents and the titles and headings 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. Severabilitv. 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 or
illegal or unenforceable provision had never been contained herein or therein. SECTION14.il.
Assignment. Subject to Article XI, the Company wili 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 the Institutional Trustee of the Trust, if the Institutional
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 Liquidation Amount of
the Capital Securities of the Trust have so directed in writing such Institutional 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 Institutional Trustees rights under
this Indenture without first instituting any legal proceedings against such Institutional Trustee
or any other Person. Notwithstanding the foregoing, if an Event of Default has occurred and is
continuing and such




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event is attributable to the failure of the Company to pay interest (or premium, if any) or
principal on the Debt Securities on the date such interest (or premium, if any) or principal is
otherwise due and payable (or in the case of redemption, on the redemption date), the Company
acknowledges that a holder of record of 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 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 Securityholder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. 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 payment 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 when such payment is prohibited by the
preceding paragraph of this Section 15.02, 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 a trustee) notify




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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 or winding-up or 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 or
winding-up or 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. 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 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,




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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 15.03 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 15.03 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. 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 Tru
stee or to




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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, 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 15.06 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.




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##### 



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. 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, and any other Person. LaSalle
Bank National Association, in its capacity as Trustee, hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions herein above set forth.




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##### 



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. PVF
Capital Corp. NarneT^dgr; /Ss7& ^JV4*;<Sy~~~^Title: /&£<5/&&<^r~LaSalle Bank
National Association, as Trustee By: Name: Title:




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##### 



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. PVF
Capital Corp. By: Name: Title: LaSalle Bank National Association, as Trustee Name: Michael
Oliver Title: Assistant Vice President




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##### 



EXHIBIT A FORM OF JUNIOR SUBORDINATED DEBT SECURITY DUE 2036 rFORM OF FACE OF SECURITY! THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES
ACT), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER
OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY
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) TO A NON U.S.
PERSON IN AN OFFSHORE TRANSACTION PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, (D)
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) OR (7) OF RULE 501 UNDER THE
SECURITIES ACT THAT IS ACQUIRING THE SECURITY 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, 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 CLAUSES (D) OR (E) 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 BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. THE
HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS AND WARRANTS THAT IT WILL NOT
ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE
WITH THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES.
REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT.




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INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (ERISA), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE CODE), (EACH A PLAN), OR AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE PLAN ASSETS BY REASON OF ANY PLANS INVESTMENT IN THE ENTITY AND NO PERSON
INVESTING PLAN ASSETS OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN,
UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S.
DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR
ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY 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 THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY
ITS PURCHASE AND HOLDING THEREOF 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 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 COMPANY AND TRUSTEE
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 BLOCKS HAVING A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF
$1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING A PRINCIPAL
AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH
PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY FOR ANY PURPOSE,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED
TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY. 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. THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS
OF 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.




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Form of Junior Subordinated Debt Security due 2036 of PVF Capital Corp. PVF Capital Corp., a
savings and loan holding company incorporated in Ohio (the Company), for value received promises
to pay to LaSalle Bank National Association, not in its individual capacity but solely as
Institutional Trustee for PVF Capital Trust II, a Delaware statutory trust (the Holder), or
registered assigns, the principal sum of Ten Million Three Hundred Ten Thousand Dollars on
September 15, 2036 and to pay interest on said principal sum from July 6, 2006, or from the most
recent interest payment date (each such date, an Interest Payment Date) to which interest has
been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on
March 15, June 15, September 15 and December 15 of each year commencing September 15, 2006, at the
rate of 7.462% (the Fixed Rate) per annum until September 15, 2011 (the Fixed Rate Period) and
thereafter at a variable per annum rate equal to LIBOR (as defined in the Indenture) plus 1.75%
(the Variable Rate and together with the Fixed Rate the Interest Rate) (provided, however, that
the Interest Rate for any Interest Payment Period may not exceed the highest rate permitted by New
York law, as the same may be modified by United States law of general applicability) until the
principal hereof shall have become due and payable, and on any overdue principal and (without
duplication and to the extent that payment of such interest is enforceable under applicable law) on
any overdue installment of interest at an annual rate equal to the Interest Rate in effect for each
such Extension Period compounded quarterly. The amount of interest payable on any Interest Payment
Date shall be computed during the Fixed Rate Period on the basis of a 360-day year of twelve 30-day
months and the amount payable for any partial period shall be computed on the basis of the number
of days elapsed in a 360-day year of twelve 30-day months, and thereafter on the basis of a 360-day
year and the actual number of days elapsed in the relevant interest period. Notwithstanding
anything to the contrary contained herein, if any Interest Payment Date, other than on the Maturity
Date, any Redemption Date or the Special Redemption Date, falls on a day that is not a Business
Day, then any interest payable will 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 the Maturity Date, any 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 (except that, if such Business Day falls in the next calendar year, such payment will be made
on the immediately preceding Business Day). 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 said Indenture) 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
shall be paid to the Person to whom principal is paid. Any such interest installment not punctually
paid or duly provided for shall forthwith cease to be payable to the registered holders on such
regular record date and may be paid to the Person in whose name this Debt Security (or one or more
Predecessor Debt Securities) is registered at the close of business on a special record date to be
f
ixed by the Trustee for the payment of such defaulted interest,




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##### 



notice whereof shall be given to the registered holders of the Debt Securities not less than
10 days prior to such special record date, all as more fully provided in the Indenture. The
principal of and interest on this Debt Security shall be payable at the office or agency of the
Trustee (or other Paying Agent appointed by the Company) maintained for that purpose 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; provided, however, that payment of interest may be made at the option of
the Company by check mailed to the registered holder 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. Upon submission of
Notice (as defined in the Indenture) and so long as it is acting in good faith, and so long as no
Event of Default pursuant to paragraphs (c), (e), (f) or (g) of Section 5.01 of the Indenture has
occurred and is continuing, the Company shall have the right under the Indenture, from time to time
and without causing an Event of Default, to defer payments of interest on the Debt Securities by
extending the interest distribution 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 distribution period, an Extension Period), during which Extension Period no
interest shall be due and payable (except any Additional Interest that may be due and payable).
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 law. No Extension Period
may end on a date other than an Interest Payment Date. At the end of any such Extension Period the
Company shall pay all  Deferred Interest then accrued and unpaid on the Debt Securities; provided,
however, that no Extension Period may extend beyond the Maturity Date, Redemption Date (to the
extent redeemed) or Special Redemption Date; and provided, further, however, during any such
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 or (ii) make any payment of principal of or premium, if any, or interest on or repay,
repurchase or redeem any debt securities of the Company that rank pari passuin 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 part passuwith 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 connect
ion 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




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##### 



combination or conversion of any class or series of the Companys capital stock (or any
capital stock of a subsidiary of the Company) for any class or 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 passuwith 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, or extend beyond
the Maturity Date, Redemption Date (to the extent redeemed) or Special Redemption Date. 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. No interest or Deferred
Interest shall be due and payable during an Extension Period, except at the end thereof, but
Deferred Interest shall accrue upon each installment of interest that would otherwise have been due
and payable during such Extension Period until such installment is paid. The Company must give the
Trustee notice of its election to begin any Extension Period or extend an Extension Period
(Notice) not later than the related regular record date for the relevant Interest Payment Date.
The Notice shall describe why the Company has elected to begin an Extension Period. The Notice
shall acknowledge and affirm the Companys understanding that it is prohibited from issuing
dividends and other distributions during the Extension Period. Upon receipt of the Notice, an
Initial Purchaser shall have the right, at its sole discretion, to disclose the name of the
Company, the fact that the Company has elected to begin an Extension Period and other information
that such Initial Purchaser, at its sole discretion, deems relevant to the Companys election to
begin an Extension Period. The Trustee shall give notice of the Companys election to begin a new
Extension Period to the Securityholders. 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, 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 nonpaym
ent, notice of protest,
and all other demands and notices.




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##### 



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.




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##### 



IN WITNESS WHEREOF, the Company has duly executed this certificate. PVF Capital Corp. By:
Name: Title: Dated: > 2006 CERTIFICATE OF AUTHENTICATION This represents Debt Securities
referred to in the within-mentioned Indenture. LaSalle Bank National Association, not in its
individual capacity but solely as Trustee By: Authorized Signatory Dated: , 2006




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[FORM OF REVERSE OF SECURITY] This Debt Security is one of a duly authorized series of Debt
Securities of the Company, all issued or to be issued pursuant to an Indenture (the Indenture),
dated as of July 6, 2006, duly executed and delivered between the Company and LaSalle Bank National
Association, 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
(referred to herein as the Debt Securities) of which this Debt Security is a part. The summary of
the terms of this Debt Security contained herein does not purport to be complete and is qualified
by reference to the Indenture. Upon the occurrence and continuation of a Tax Event, an Investment
Company Event or a Capital Treatment Event (each a Special Event), this Debt Security may become
due and payable, in whole or in part, at any time, within 90 days following the occurrence of such
Tax Event, Investment Company Event or Capital Treatment Event (the Special Redemption Date), as
the case may be, at the Special Redemption Price. The Company shall also have the right to redeem
this Debt Security at the option of the Company, in whole or in part, on any March 15, June 15,
September 15 or December 15 on or after September 15, 2011 (a Redemption Date), at the Redemption
Price. Any redemption pursuant to either of the two preceding paragraphs will be made, subject to
the receipt by the Company of prior approval from any regulatory authority with jurisdiction over
the Company if such approval is then required under applicable capital guidelines or policies of
such regulatory authority, upon not less than 30 days nor more than 60 days notice. If the Debt
Securities are only partially redeemed by the Company, the Debt Securities will be redeemed pro
rata or by lot or by any other method utilized by the Trustee. Redemption Price means 100% of the
principal amount of the Debt Securities being redeemed plus accrued and unpaid interest on such
Debt Securities to the Redemption Date. Special Redemption Price means, with respect to the
redemption of any Debt Security following a Special Event, an amount in cash equal to 103.525% of
the principal amount of Debt Securities to be redeemed prior to September 15, 2007 and thereafter
equal to the percentage of the principal amount of the Debt Securities that is specified below for
the Special Redemption Date plus, in each case, unpaid interest accrued thereon to the Special
Redemption Date: Special Redemption During the 12-Month Period Beginning September 15 Percentage
of Principal Amount 103.140% 102.355% 101.570% 2010 100.785%
2011 and thereafter 100.000%




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##### 



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. In certain cases where 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 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 not less than 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 of Debt Securities to
institute suit for the 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 all of the holders of 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 registered 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. 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 pay all payments due on this Debt Security at the time and place and at the rate and in the
money herein prescribed.




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##### 



As provided in the Indenture and subject to certain limitations herein and therein set forth,
this Debt Security is transferable by the registered holder hereof on the Debt Security Register of
the Company, upon surrender of this Debt Security for registration of transfer at the office or
agency of the Trustee in Chicago, Illinois accompanied by a written instrument or instruments of
transfer in form satisfactory to the Company or the Trustee duly executed by the registered 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 may require payment of a sum sufficient to cover any tax
or other governmental charge payable in relation thereto. 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 registered 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 neither the Company nor the Trustee nor any Authenticating Agent nor any Paying Agent
nor any transfer agent nor any Debt Security registrar shall be affected by any notice to the
contrary. No recourse shall be had for the payment of the principal of or the 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 or director, past, present or
future, as such, of the Company or of any predecessor or successor corporation, 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. The Debt Securities are issuable only in
registered certificated form without coupons. 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 a different authorized denomination, as requested by the
holder surrendering the same. All terms used in this Debt Security that are defined in the
Indenture shall have the meanings assigned to them in the Indenture. THE LAW OF THE STATE OF NEW
YORK SHALL GOVERN THE INDENTURE AND THE DEBT SECURITIES, WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).