Exhibit 4.13


     

      
        

      

    

     

    Exhibit
      4.13


    JUNIOR
      SUBORDINATED INDENTURE

     

     

    Between

     

     

    SOUTHERN
      BANCORP, INC.

    (as
      Company)

     

    and

     

    


    WILMINGTON
      TRUST COMPANY

    (as
      Trustee)

     

     

     

    dated
      as of March 9, 2004

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SOUTHERN
      BANCORP CAPITAL TRUST I

    Certain
      Sections of this Junior Subordinated Indenture relating

    to
      Sections 310 through 318 of the

    Trust
      Indenture Act of 1939:

     

    
      
        	
                Trust
                  Indenture

                Act
                  Section

              	 	 	 	
                Junior
                  Subordinated

                Indenture
                  Section

              
	 	 	 	 	 
	
                Section
                  310

              	 	
                (a)(1)
                  

              	 	
                6.9

              
	 	 	
                (a)(2)
                  

              	 	
                6.9

              
	 	 	
                (a)(3)
                  

              	 	
                Not
                  Applicable

              
	 	 	
                (a)(4)
                  

              	 	
                Not
                  Applicable

              
	 	 	
                (a)(5)
                  

              	 	
                6.9

              
	 	 	
                (b)
                  

              	 	
                6.8,
                  6.10

              
	
                Section
                  311

              	 	
                (a)
                  

              	 	
                6.13

              
	 	 	
                (b)
                  

              	 	
                6.13

              
	 	 	
                (b)(2)
                  

              	 	
                7.3(a)

              
	
                Section
                  312

              	 	
                (a)
                  

              	 	
                7.1,
                  7.2(a)

              
	 	 	
                (b)
                  

              	 	
                7.2(b)

              
	 	 	
                (c)
                  

              	 	
                7.2(c)

              
	
                Section
                  313

              	 	
                (a)
                  

              	 	
                7.3
                  (a)

              
	 	 	
                (a)(4)
                  

              	 	
                7.3(a)

              
	 	 	
                (b)
                  

              	 	
                7.3(b)

              
	 	 	
                (c)
                  

              	 	
                7.3(a)

              
	 	 	
                (d)
                  

              	 	
                7.3(c)

              
	
                Section
                  314

              	 	
                (a)
                  

              	 	
                7.4

              
	 	 	
                (b)

              	 	
                7.4
                  

              
	 	 	
                (c)(1)
                  

              	 	
                1.2

              
	 	 	
                (c)(2)
                  

              	 	
                1.2

              
	 	 	
                (c)(3)
                  

              	 	
                Not
                  Applicable

              
	 	 	
                (e)
                  

              	 	
                1.2

              
	
                Section
                  315

              	 	
                (a)
                  

              	 	
                6.1(a)

              
	 	 	
                (b)
                  

              	 	
                6.2,
                  7.3

              
	 	 	
                (c)
                  

              	 	
                6.1(b)

              
	 	 	
                (d)
                  

              	 	
                6.1(c)

              
	 	 	
                (e)
                  

              	 	
                5.14

              
	
                Section
                  316

              	 	
                (a)
                  

              	 	
                5.12

              
	 	 	
                (a)(1)(A)
                  

              	 	
                5.12

              
	 	 	
                (a)(1)(B)
                  

              	 	
                5.13

              
	 	 	
                (a)(2)
                  

              	 	
                Not
                  Applicable

              
	 	 	
                (b)
                  

              	 	
                5.8

              
	 	 	
                (c)
                  

              	 	
                1.4(f)

              
	
                Section
                  317

              	 	
                (a)(1)
                  

              	 	
                5.3

              
	 	 	
                (a)(2)
                  

              	 	
                5.4

              
	 	 	
                (b)
                  

              	 	
                10.3

              
	
                Section
                  318

              	 	
                (a)
                  

              	 	
                1.7

              


      

    

     

     

    
      
        
        

      

      
        -
          i
          -

        
          

        

      

      
        
        

      

    

     

    
      	Note:	
              This
                reconciliation and tie shall not, for any purpose, be deemed to be
                a part
                of the Indenture.

            


    

     

    
      
        
        

      

      
        -
          ii
          -

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF CONTENTS

    

      
        	 	 	 	 	
                Page 

              
	 	 	 	 	 
	
                ARTICLE
                  I. 

              	 	
                DEFINITIONS
                  AND OTHER PROVISIONS OF GENERAL APPLICATION

              	 	
                1

              
	 	 	 	 	 
	
                Section
                  1.1.

              	 	
                Definitions

              	 	
                1

              
	
                Section
                  1.2.

              	 	
                Compliance
                  Certificate and Opinions

              	 	
                11

              
	
                Section
                  1.3.

              	 	
                Forms
                  of Documents Delivered to Trustee

              	 	
                11

              
	
                Section
                  1.4.

              	 	
                Acts
                  of Holders

              	 	
                12

              
	
                Section
                  1.5.

              	 	
                Notices,
                  Etc

              	 	
                14

              
	
                Section
                  1.6.

              	 	
                Notice
                  to Holders; Waiver

              	 	
                14

              
	
                Section
                  1.7.

              	 	
                Conflict
                  with Trust Indenture Act

              	 	
                15

              
	
                Section
                  1.8.

              	 	
                Effect
                  of Headings and Table of Contents

              	 	
                15

              
	
                Section
                  1.9.

              	 	
                Successors
                  and Assigns

              	 	
                15

              
	
                Section
                  1.10.

              	 	
                Separability
                  Clause

              	 	
                15

              
	
                Section
                  1.11.

              	 	
                Benefits
                  of Indenture

              	 	
                15

              
	
                Section
                  1.12.

              	 	
                Governing
                  Law

              	 	
                15

              
	
                Section
                  1.13.

              	 	
                Non-Business
                  Days

              	 	
                16

              
	 	 	 	 	 
	
                ARTICLE
                  II.

              	 	
                SECURITY
                  FORMS

              	 	
                16

              
	 	 	 	 	 
	
                Section
                  2.1.

              	 	
                Forms
                  Generally

              	 	
                16

              
	
                Section
                  2.2.

              	 	
                Form
                  of Face of Security

              	 	
                17

              
	
                Section
                  2.3.

              	 	
                Additional
                  Provisions Required in Global Security

              	 	
                17

              
	
                Section
                  2.4.

              	 	
                Form
                  of Trustee’s Certificate of Authentication

              	 	
                17

              
	 	 	 	 	 
	
                ARTICLE
                  III.

              	 	
                THE
                  SECURITIES

              	 	
                18

              
	 	 	 	 	 
	
                Section
                  3.1.

              	 	
                Title
                  and Terms

              	 	
                18

              
	
                Section
                  3.2.

              	 	
                Denominations

              	 	
                21

              
	
                Section
                  3.3.

              	 	
                Execution,
                  Authentication, Delivery and Dating

              	 	
                21

              
	
                Section
                  3.4.

              	 	
                Temporary
                  Securities

              	 	
                22

              
	
                Section
                  3.5.

              	 	
                Global
                  Securities

              	 	
                23

              
	
                Section
                  3.6.

              	 	
                Registration,
                  Transfer and Exchange Generally; Certain Transfers and
                  Exchanges

              	 	
                24

              
	
                Section
                  3.7.

              	 	
                Mutilated,
                  Lost and Stolen Securities

              	 	
                26

              
	
                Section
                  3.8.

              	 	
                Payment
                  of Interest and Additional Interest; Interest Rights
                  Preserved

              	 	
                27

              
	
                Section
                  3.9.

              	 	
                Persons
                  Deemed Owners

              	 	
                28

              
	
                Section
                  3.10.

              	 	
                Cancellation

              	 	
                28

              
	
                Section
                  3.11.

              	 	
                Computation
                  of Interest

              	 	
                29

              
	
                Section
                  3.12.

              	 	
                Deferrals
                  of Interest Payment Dates

              	 	
                29

              
	
                Section
                  3.13.

              	 	
                Right
                  of Set-Off

              	 	
                30

              
	
                Section
                  3.14.

              	 	
                Agreed
                  Tax Treatment

              	 	
                30

              
	
                Section
                  3.15.

              	 	
                Shortening
                  or Extension of Stated Maturity

              	 	
                31

              
	
                Section
                  3.16.

              	 	
                CUSIP
                  Numbers

              	 	
                31

              
	 	 	 	 	 
	
                ARTICLE
                  IV.

              	 	
                SATISFACTION
                  AND DISCHARGE

              	 	
                31

              


      

       

      
        
          
          

        

        
          -
            iii
            -

          
            

          

        

        
          
          

        

      

       

      
        Table
          of Contents

        (continued)

      

       

      
        	 	 	 	 	
                Page

              
	
                Section
                  4.1.

              	 	
                Satisfaction
                  and Discharge of Indenture

              	 	
                31

              
	
                Section
                  4.2.

              	 	
                Application
                  of Trust Money

              	 	
                32

              
	 	 	 	 	 
	
                ARTICLE
                  V.

              	 	
                REMEDIES

              	 	
                33

              
	 	 	 	 	 
	
                Section
                  5.1.

              	 	
                Events
                  of Default

              	 	
                33

              
	
                Section
                  5.2.

              	 	
                Acceleration
                  of Maturity; Rescission and Annulment

              	 	
                34

              
	
                Section
                  5.3.

              	 	
                Collection
                  of Indebtedness and Suits for Enforcement by Trustee

              	 	
                35

              
	
                Section
                  5.4.

              	 	
                Trustee
                  May File Proofs of Claim

              	 	
                36

              
	
                Section
                  5.5.

              	 	
                Trustee
                  May Enforce Claim Without Possession of Securities

              	 	
                37

              
	
                Section
                  5.6.

              	 	
                Application
                  of Money Collected

              	 	
                37

              
	
                Section
                  5.7.

              	 	
                Limitation
                  on Suits

              	 	
                37

              
	
                Section
                  5.8.

              	 	
                Unconditional
                  Right of Holders to Receive Principal, Premium and Interest; Direct
                  Action
                  by Holders of Capital Securities

              	 	
                38

              
	
                Section
                  5.9.

              	 	
                Restoration
                  of Rights and Remedies

              	 	
                38

              
	
                Section
                  5.10.

              	 	
                Rights
                  and Remedies Cumulative

              	 	
                39

              
	
                Section
                  5.11.

              	 	
                Delay
                  or Omission Not Waiver

              	 	
                39

              
	
                Section
                  5.12.

              	 	
                Control
                  by Holders

              	 	
                39

              
	
                Section
                  5.13.

              	 	
                Waiver
                  of Past Defaults

              	 	
                40

              
	
                Section
                  5.14.

              	 	
                Undertaking
                  for Costs

              	 	
                40

              
	
                Section
                  5.15.

              	 	
                Waiver
                  of Usury, Stay or Extension Laws

              	 	
                41

              
	 	 	 	 	 
	
                ARTICLE
                  VI.

              	 	
                THE
                  TRUSTEE

              	 	
                41

              
	 	 	 	 	 
	
                Section
                  6.1.

              	 	
                Certain
                  Duties and Responsibilities

              	 	
                41

              
	
                Section
                  6.2.

              	 	
                Notice
                  of Defaults

              	 	
                42

              
	
                Section
                  6.3.

              	 	
                Certain
                  Rights of Trustee

              	 	
                42

              
	
                Section
                  6.4.

              	 	
                Not
                  Responsible for Recitals or Issuance of Securities

              	 	
                43

              
	
                Section
                  6.5.

              	 	
                May
                  Hold Securities

              	 	
                43

              
	
                Section
                  6.6.

              	 	
                Money
                  Held in Trust

              	 	
                44

              
	
                Section
                  6.7.

              	 	
                Compensation
                  and Reimbursement

              	 	
                44

              
	
                Section
                  6.8.

              	 	
                Disqualification;
                  Conflicting Interests

              	 	
                45

              
	
                Section
                  6.9.

              	 	
                Corporate
                  Trustee Required; Eligibility

              	 	
                45

              
	
                Section
                  6.10.

              	 	
                Resignation
                  and Removal; Appointment of Successor

              	 	
                46

              
	
                Section
                  6.11.

              	 	
                Acceptance
                  of Appointment by Successor

              	 	
                47

              
	
                Section
                  6.12.

              	 	
                Merger,
                  Conversion, Consolidation or Succession to Business

              	 	
                48

              
	
                Section
                  6.13.

              	 	
                Preferential
                  Collection of Claims Against Company

              	 	
                48

              
	
                Section
                  6.14.

              	 	
                Appointment
                  of Authenticating Agent

              	 	
                48

              
	 	 	 	 	 
	
                ARTICLE
                  VII.

              	 	
                HOLDER’S
                  LISTS AND REPORTS BY TRUSTEE, PAYING AGENT AND COMPANY

              	 	
                50

              
	 	 	 	 	 
	
                Section
                  7.1.

              	 	
                Company
                  to Furnish Trustee Names and Addresses of Holders

              	 	
                50

              
	
                Section
                  7.2.

              	 	
                Preservation
                  of Information; Communications to Holders

              	 	
                50

              
	
                Section
                  7.3.

              	 	
                Reports
                  by Trustee and Paying Agent

              	 	
                51

              
	
                Section
                  7.4.

              	 	
                Reports
                  by Company

              	 	
                51

              


      

       

      
        
          
          

        

        
          -
            iv
            -

          
            

          

        

        
          
          

        

      

       

      
        Table
          of Contents

        (continued)

      

       

      
        	 	 	 	 	
                Page

              
	
                ARTICLE
                  VIII.

              	 	
                CONSOLIDATION,
                  MERGER, CONVEYANCE, TRANSFER OR LEASE

              	 	
                51

              
	 	 	 	 	 
	
                Section
                  8.1.

              	 	
                Company
                  May Consolidate, Etc

              	 	
                51

              
	
                Section
                  8.2.

              	 	
                Successor
                  Company Substituted

              	 	
                52

              
	 	 	 	 	 
	
                ARTICLE
                  IX.

              	 	
                SUPPLEMENTAL
                  INDENTURES

              	 	
                53

              
	 	 	 	 	 
	
                Section
                  9.1.

              	 	
                Supplemental
                  Indentures Without Consent of Holders

              	 	
                53

              
	
                Section
                  9.2.

              	 	
                Supplemental
                  Indentures with Consent of Holders

              	 	
                54

              
	
                Section
                  9.3.

              	 	
                Execution
                  of Supplemental Indentures

              	 	
                56

              
	
                Section
                  9.4.

              	 	
                Effect
                  of Supplemental Indentures

              	 	
                56

              
	
                Section
                  9.5.

              	 	
                Conformity
                  with Trust Indenture Act

              	 	
                56

              
	
                Section
                  9.6.

              	 	
                Reference
                  in Securities to Supplemental Indentures

              	 	
                56

              
	 	 	 	 	 
	
                ARTICLE
                  X.

              	 	
                COVENANTS

              	 	
                56

              
	 	 	 	 	 
	
                Section
                  10.1.

              	 	
                Payment
                  of Principal, Premium and Interest

              	 	
                56

              
	
                Section
                  10.2.

              	 	
                Maintenance
                  of Office or Agency

              	 	
                56

              
	
                Section
                  10.3.

              	 	
                Money
                  for Security Payments to be Held in Trust

              	 	
                57

              
	
                Section
                  10.4.

              	 	
                Statement
                  as to Compliance

              	 	
                58

              
	
                Section
                  10.5.

              	 	
                Waiver
                  of Certain Covenants

              	 	
                59

              
	
                Section
                  10.6.

              	 	
                Additional
                  Sums

              	 	
                59

              
	
                Section
                  10.7.

              	 	
                Additional
                  Covenants

              	 	
                59

              
	
                Section
                  10.8.

              	 	
                Furnishing
                  Annual Information

              	 	
                60

              
	 	 	 	 	 
	
                ARTICLE
                  XI.

              	 	
                REDEMPTION
                  OF SECURITIES

              	 	
                61

              
	 	 	 	 	 
	
                Section
                  11.1.

              	 	
                Applicability
                  of This Article

              	 	
                61

              
	
                Section
                  11.2.

              	 	
                Election
                  to Redeem; Notice to Trustee

              	 	
                61

              
	
                Section
                  11.3.

              	 	
                Selection
                  of Securities to be Redeemed

              	 	
                61

              
	
                Section
                  11.4.

              	 	
                Notice
                  of Redemption

              	 	
                62

              
	
                Section
                  11.5.

              	 	
                Deposit
                  of Redemption Price

              	 	
                63

              
	
                Section
                  11.6.

              	 	
                Payment
                  of Securities Called for Redemption

              	 	
                63

              
	
                Section
                  11.7.

              	 	
                Right
                  of Redemption of Securities Initially Issued to an Issuer
                  Trust

              	 	
                64

              
	 	 	 	 	 
	
                ARTICLE
                  XII.

              	 	
                SINKING
                  FUNDS

              	 	
                64

              
	 	 	 	 	 
	
                ARTICLE
                  XIII.

              	 	
                SUBORDINATION
                  OF SECURITIES

              	 	
                64

              
	 	 	 	 	 
	
                Section
                  13.1.

              	 	
                Securities
                  Subordinate to Senior Indebtedness

              	 	
                64

              
	
                Section
                  13.2.

              	 	
                No
                  Payment When Senior Indebtedness in Default; Payment Over of Proceeds
                  Upon
                  Dissolution, Etc

              	 	
                64

              
	
                Section
                  13.3.

              	 	
                Payment
                  Permitted If No Default

              	 	
                66

              
	
                Section
                  13.4.

              	 	
                Subrogation
                  to Rights of Holders of Senior Indebtedness; Etc

              	 	
                67

              
	
                Section
                  13.5.

              	 	
                Provisions
                  Solely to Define Relative Rights

              	 	
                67

              
	
                Section
                  13.6.

              	 	
                Trustee
                  to Effectuate Subordination

              	 	
                67

              
	
                Section
                  13.7.

              	 	
                No
                  Waiver of Subordination Provisions

              	 	
                68

              


      

       

      
        
          
          

        

        
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            v
            -

          
            

          

        

        
          
          

        

      

      

        Table
          of Contents

        (continued)

      

       

      
        	 	 	 	 	
                Page

              
	
                Section
                  13.8.

              	 	
                Notice
                  to Trustee

              	 	
                68

              
	
                Section
                  13.9.

              	 	
                Reliance
                  on Judicial Order or Certificate of Liquidating Agent

              	 	
                69

              
	
                Section
                  13.10.

              	 	
                Trustee
                  Not Fiduciary for Holders of Senior Indebtedness

              	 	
                69

              
	
                Section
                  13.11.

              	 	
                Rights
                  of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s
                  Rights

              	 	
                69

              
	
                Section
                  13.12.

              	 	
                Article
                  Applicable to Paying Agents

              	 	
                69

              
	
                Section
                  13.13.

              	 	
                Certain
                  Conversions or Exchanges Deemed Payment

              	 	
                70

              
	 	 	 	 	 
	
                EXHIBIT
                  A

              	 	
                FORM
                  OF DEBENTURE

              	 	
                1

              
	 	 	 	 	 
	
                EXHIBIT
                  B

              	 	
                FORM
                  OF RESTRICTED SECURITIES CERTIFICATE

              	 	
                1

              


      

    

     

    
      
        
        

      

      
        -
          vi
          -

        
          

        

      

      
        
        

      

    

    JUNIOR
      SUBORDINATED INDENTURE

     

    THIS
      JUNIOR SUBORDINATED INDENTURE, dated as of March 9, 2004, is between SOUTHERN
      BANCORP, INC., a Georgia corporation (the “Company”),
      having its principal office at 200 Cherokee Street, Marietta, Georgia 30060,
      and
      WILMINGTON TRUST COMPANY, as Trustee, having its principal office at 1100 North
      Market Street, Wilmington, Delaware 19890-0001 (the “Trustee”).

     

     

    RECITALS
      OF THE COMPANY

     

    The
      Company has duly authorized the execution and delivery of this Indenture to
      provide for the issuance from time to time of its unsecured junior subordinated
      debt securities in one or more series (hereinafter called the “Securities”)
      of
      substantially the tenor hereinafter provided, including Securities issued to
      evidence loans made to the Company from the proceeds from the issuance from
      time
      to time by one or more statutory trusts (each an “Issuer
      Trust”)
      of
      undivided preferred beneficial interests in the assets of such Issuer Trusts
      (the “Capital
      Securities”)
      and
      undivided common interests in the assets of such Issuer Trusts (the
“Common
      Securities”
and,
      collectively with the Capital Securities, the “Trust
      Securities”),
      and
      to provide the terms and conditions upon which the Securities are to be
      authenticated, issued and delivered; and

     

    All
      things necessary to make this Indenture a valid agreement of the Company, in
      accordance with its terms, have been done.

     

    NOW
      THEREFORE, THIS INDENTURE WITNESSETH:

     

    For
      and
      in consideration of the premises and the purchase of the Securities by the
      Holders (as such term is defined in Section 1.1 hereof) thereof, the parties
      hereto, intending to be legally bound, mutually covenant and agree, for the
      equal and proportionate benefit of all Holders of the Securities or of any
      series thereof, as follows:

     

    ARTICLE
      I.

    DEFINITIONS
      AND OTHER PROVISIONS

    OF
      GENERAL APPLICATION

     

    SECTION
      1.1.  Definitions.

     

    For
      all
      purposes of this Indenture, except as otherwise expressly provided or unless
      the
      context otherwise requires:

     

    (1)  The
      terms
      defined in this Article have the meanings assigned to them in this Article,
      and
      include the plural as well as the singular;

     

    (2)  All
      other
      terms used herein that are defined in the Trust Indenture Act, either directly
      or by reference therein, have the meanings assigned to them
      therein;

     

    
      
        
        

      

      
        -
          1
          -

        
          

        

      

      
        
        

      

       

    

    (3)  The
      words
“include,” “includes” and “including” shall be deemed to be followed by the
      phrase “without limitation”;

     

    (4)  All
      accounting terms not otherwise defined herein have the meanings assigned to
      them
      in accordance with generally accepted accounting principles as in effect at
      the
      time of determination;

     

    (5)  Whenever
      the context may require, any gender shall be deemed to include the
      other;

     

    (6)  Unless
      the context otherwise requires, any reference to an “Article” or a “Section”
refers to an Article or a Section, as the case may be, of this Indenture;
      and

     

    (7)  The
      words
“hereby,” “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.

     

    “Act”
when
      used with respect to any Holder has the meaning specified in Section
      1.4(a).

     

    “Additional
      Interest”
means
      the interest, if any, that shall accrue on any interest on the Securities of
      any
      series the payment of which has not been made on the applicable Interest Payment
      Date and which shall accrue at the rate per annum specified or determined as
      specified in such Security, to the extent permitted by applicable
      law.

     

    “Additional
      Sums”
has
      the
      meaning specified in Section 10.6.

     

    “Additional
      Taxes”
means
      any additional taxes, duties and other governmental charges to which an Issuer
      Trust has become subject from time to time as a result of a Tax
      Event.

     

    “Administrator”
means,
      in respect of any Issuer Trust, each Person appointed in accordance with the
      related Trust Agreement, solely in such Person’s capacity as Administrator of
      such Issuer Trust and not in such Person’s individual capacity, or any successor
      Administrator appointed as therein provided.

     

    “Affiliate”
of
      any
      specified Person means any other Person directly or indirectly controlling
      or
      controlled by or under direct or indirect common control with such specified
      Person. For the purposes of this definition, “control” when used with respect to
      any specified Person means the power to direct the management and policies
      of
      such Person, directly or indirectly, whether through the ownership of voting
      securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.

     

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

     

    “Applicable
      Procedures”
means,
      with respect to any transfer or transaction involving a Global Security or
      beneficial interest therein, the rules and procedures of the Depositary for
      such
      Global Security, in each case to the extent applicable to such transaction
      and
      as in effect from time to time.

     

    
      
        
        

      

      
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    “Authenticating
      Agent”
means
      any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf
      of the Trustee to authenticate Securities of one or more series.

     

    “Bankruptcy
      Code”
means
      the United States Bankruptcy Code, 11 U.S.C. 101, et seq. as amended, and any
      successor provisions thereto.

     

    “Board
      of Directors”
means
      the board of directors of the Company or the Executive Committee of the board
      of
      directors of the Company (or any other committee of the board of directors
      of
      the Company performing similar functions) or, for purposes of this Indenture,
      a
      committee designated by the board of directors of the Company (or such
      committee), comprised of two or more members of the board of directors of the
      Company or officers of the Company, or both.

     

    “Board
      Resolution”
means
      a
      copy of a resolution certified by the Secretary or any Assistant Secretary
      of
      the Company to have been duly adopted by the Board of Directors, or such
      committee of the Board of Directors or officers of the Company to which
      authority to act on behalf of the Board of Directors has been delegated, 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 (i) a Saturday or Sunday, (ii) a day on which banking
      institutions in the City of New York, New York or the City of Wilmington,
      Delaware are authorized or required by law or executive order to remain closed,
      or (iii) a day on which the Corporate Trust Office of the Trustee, or, with
      respect to the Securities of a series initially issued to an Issuer Trust,
      the
“Corporate Trust Office” (as defined in the related Trust Agreement) of the
      Property Trustee or the Delaware Trustee under the related Trust Agreement,
      is
      closed for business.

     

    “Capital
      Securities”
has
      the
      meaning specified in the first recital of this Indenture.

     

    “Capital
      Treatment Event”
means,
      in respect of any Issuer Trust, receipt by the Property Trustee of such Issuer
      Trust of an Opinion of Counsel, experienced in such matters and who may be
      counsel to the Company, and determination by the Company that, as a result
      of
      the occurrence of any amendment to, or change (including any announced
      prospective change) in, the laws (or any rules or regulations thereunder) of
      the
      United States or any political subdivision thereof or therein, or as a result
      of
      any official or administrative pronouncement or action (including any action
      taken in connection with a regulatory examination or in connection with or
      as a
      result of any change in regulatory policy) or judicial decision interpreting
      or
      applying such laws or regulations, which amendment or change is effective or
      such pronouncement, action or decision is announced on or after the date of
      the
      issuance of the Capital Securities of such Issuer Trust, there is more than
      an
      insubstantial risk that the Company will not be entitled to treat an amount
      equal to the Liquidation Amount of such Capital Securities as “Tier I Capital”
(or the then equivalent thereof) for purposes of the risk-based capital adequacy
      guidelines of the Board of Governors of the Federal Reserve System, as then
      in
      effect and applicable to the Company.

     

    “Clearing
      Agency”
means
      an organization registered as a “clearing agency” pursuant to Section 17A of the
      Exchange Act.

     

    
      
        
        

      

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

     

    “Commission”
means
      the United States Securities and Exchange Commission, or any successor
      thereto.

     

    “Common
      Securities”
has
      the
      meaning specified in the first recital of this Indenture. 

     

    “Common
      Stock”
means
      the Company’s common stock, $1.00 par value per share.

     

    “Company”
means
      the Person named as the “Company” in the first paragraph of this instrument
      until a successor entity shall have become such pursuant to the applicable
      provisions of this Indenture, and thereafter “Company” shall mean such successor
      entity.

     

    “Company
      Request”
and
      “Company
      Order”
mean,
      respectively, the written request or order signed in the name of the Company
      by
      its Chairman of the Board of Directors, any Vice Chairman of the Board of
      Directors, its President, Chief Executive Officer or a Senior Vice President
      or
      Vice President, and by its Chief Financial Officer, its Treasurer or an
      Assistant Treasurer, or its Secretary or an Assistant Secretary, and delivered
      to the Trustee.

     

    “Corporate
      Trust Office”
means
      the principal office of the Trustee at which at any particular time its
      corporate trust business shall be administered.

     

    “Creditor”
has
      the
      meaning specified in Section 6.7(c).

     

    “Defaulted
      Interest”
has
      the
      meaning specified in Section 3.8.

     

    “Delaware
      Trustee”
means,
      with respect to any Issuer Trust, the Person identified as the “Delaware
      Trustee” in the related Trust Agreement, solely in its capacity as Delaware
      Trustee of such Issuer Trust under such Trust Agreement and not in its
      individual capacity, or its successor in interest in such capacity, or any
      successor Delaware trustee appointed as therein provided.

     

    “Depositary”
means,
      with respect to the Securities of any series issuable or issued in whole or
      in
      part in the form of one or more Global Securities, the Person designated as
      Depositary by the Company pursuant to Section 3.1 with respect to such series
      (or any successor thereto).

     

    “Discount
      Security”
means
      any security that provides for an amount less than the principal amount thereof
      to be due and payable upon a declaration of acceleration of the Maturity thereof
      pursuant to Section 5.2.

     

    “Dollar”
or
      “$”
means
      the currency of the United States of America that, as at the time of payment,
      is
      legal tender for the payment of public and private debts.

     

    
      
        
        

      

      
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    “Entity”
      includes a bank, corporation, partnership, association, company, limited
      liability company, joint-stock company or business trust.

     

    “Event
      of Default”
unless
      otherwise specified in the supplemental indenture creating a series of
      Securities, has the meaning specified in Article V.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934 and any statute successor thereto, in each
      case as amended from time to time.

     

    “Expiration
      Date”
has
      the
      meaning specified in Section 1.4(f).

     

    “Extension
      Period”
has
      the
      meaning specified in Section 3.12.

     

    “Federal
      Reserve”
means
      the Board of Governors of the Federal Reserve System and its
      delegees.

     

    “Global
      Security”
      means a
      Security in the form prescribed in Article II evidencing all or part of a series
      of Securities, issued to the Depositary or its nominee for such series, and
      registered in the name of such Depositary or its nominee.

     

    “Guarantee”
means,
      with respect to any Issuer Trust, the obligations of the Company under the
      Guarantee Agreement.

     

    “Guarantee
      Agreement”
means
      any Guarantee Agreement executed by the Company for the benefit of the Holders
      of the Capital Securities issued by each Issuer Trust, as modified, amended
      or
      supplemented from time to time.

     

    “Holder”
means
      a
      Person in whose name a Security is registered in the Securities
      Register.

     

    “Indenture”
means
      this instrument as originally executed or as it may from time to time be
      supplemented or amended by one or more indentures supplemental hereto entered
      into pursuant to the applicable provisions hereof and shall include the terms
      of
      each particular series of Securities established as contemplated by Section
      3.1.

     

    “Interest
      Payment Date”
means,
      as to each series of Securities, the Stated Maturity of an installment of
      interest on such Securities.

     

    “Investment
      Company Act”
means
      the Investment Company Act of 1940 and any statute successor thereto, in each
      case as amended from time to time.

     

    “Investment
      Company Event”
means
      the receipt by an Issuer Trust of an Opinion of Counsel (as defined in the
      relevant Trust Agreement) experienced in such matters to the effect that, as
      a
      result of the occurrence of a change in law or regulation or a written change
      (including any announced prospective 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 such Issuer
      Trust is or will be considered an “investment company” that is required to be
      registered under the Investment Company Act, which change or prospective change
      becomes effective or would become effective, as the case may be, on or after
      the
      date of the issuance of the Capital Securities of such Issuer
      Trust.

     

    
      
        
        

      

      
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    “Issuer
      Trust”
has
      the
      meaning specified in the first recital of this Indenture.

     

    “Liquidation
      Amount”
shall
      have the meaning assigned in the applicable related Trust
      Agreement.

     

    “Maturity”
when
      used with respect to any Security means the date on which the principal of
      such
      Security becomes due and payable as therein or herein provided, whether at
      the
      Stated Maturity or by declaration of acceleration, call for redemption or
      otherwise.

     

    “Notice
      of Default”
means
      a
      written notice of the kind specified in Section 5.1(3).

     

    “Officers’
      Certificate”
means
      a
      certificate signed by the Chairman of the Board of Directors, Vice Chairman
      of
      the Board of Directors, Chief Executive Officer, the President or any Vice
      President, and by the Chief Financial Officer, the Treasurer, an Assistant
      Treasurer, the Secretary or an Assistant Secretary, of the Company, and
      delivered to the party provided herein. Any Officers’ Certificate delivered with
      respect to compliance with a condition or covenant provided for in this
      Indenture (other than the certificates provided pursuant to Section 10.4) shall
      include:

     

    (a)  a
      statement by each officer signing the Officers’ Certificate that such officer
      has read the covenant or condition and the definitions relating
      thereto;

     

    (b)  a
      brief
      statement of the nature and scope of the examination or investigation undertaken
      by such officer in rendering the Officers’ Certificate;

     

    (c)  a
      statement that such officer has made such examination or investigation as,
      in
      such officer’s opinion, is necessary to enable such officer 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, in the opinion of each such officer, such condition
      or
      covenant has been complied with.

     

    “Opinion
      of Counsel” means a written opinion of counsel, who may be counsel for or an
      employee of the Company or any Affiliate of the Company.

     

    “Original
      Issue Date” means the date of issuance specified as such in each
      Security.

     

    “Outstanding”
      means, when used in reference to any Securities, as of the date of
      determination, all Securities theretofore authenticated and delivered under
      this
      Indenture, except:

     

    (i)  Securities
      theretofore canceled by the Trustee or delivered to the Trustee for
      cancellation;

     

    
      
        
        

      

      
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    (ii)  Securities
      for whose payment money in the necessary amount has been theretofore deposited
      with the Trustee or any Paying Agent in trust for the Holders of such
      Securities; and

     

    (iii)  Securities
      in substitution for or in lieu of which other Securities have been authenticated
      and delivered or that have been paid pursuant to Section 3.6, unless proof
      satisfactory to the Trustee is presented that any such Securities are held
      by
      Holders in whose hands such Securities are valid, binding and legal obligations
      of the Company; provided,
      however,
      in
      determining whether the Holders of the requisite principal amount of Outstanding
      Securities have given any request, demand, authorization, direction, notice,
      consent or waiver hereunder, Securities owned by the Company or any other
      obligor upon the Securities or any Affiliate of the Company or such other
      obligor (other than the Issuer Trust to which Securities of the applicable
      series were initially issued) shall be disregarded and deemed not to be
      Outstanding, except that, in determining whether the Trustee shall be protected
      in relying upon any such request, demand, authorization, direction, notice,
      consent or waiver, only Securities that the Trustee knows to be so owned shall
      be so disregarded. Securities so owned that have been pledged in good faith
      may
      be regarded as Outstanding if the pledgee establishes to the satisfaction of
      the
      Trustee the pledgee’s right so to act with respect to such Securities and that
      the pledgee is not the Company or any other obligor upon the Securities or
      any
      Affiliate of the Company or such other obligor (other than such Issuer Trust).
      Upon the written request of the Trustee, the Company shall furnish to the
      Trustee promptly an Officers’ Certificate listing and identifying all
      Securities, if any, known by the Company to be owned or held by or for the
      account of the Company, or any other obligor on the Securities or any Affiliate
      of the Company or such obligor (other than, for the avoidance of doubt, such
      Issuer Trust), and, subject to the provisions of Section 6.1, the Trustee shall
      be entitled to accept such Officers’ Certificate as conclusive evidence of the
      facts therein set forth and of the fact that all Securities not listed therein
      are Outstanding for the purpose of any such determination.

     

    “Paying
      Agent”
means
      the Trustee or any Person authorized by the Company to pay the principal of
      (or
      premium, if any) or interest on, or other amounts in respect of any Securities
      on behalf of the Company.

     

    “Person”
means
      any individual, corporation, partnership, limited liability company, joint
      venture, trust, unincorporated organization or government or any agency or
      political subdivision thereof.

     

    “Place
      of Payment”
means,
      with respect to the Securities of any series, the place or places where the
      principal of (and premium, if any) and interest on the Securities of such series
      are payable pursuant to Section 3.1.

     

    
      
        
        

      

      
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    “Predecessor
      Security”
of
      any
      particular Security means every previous Security evidencing all or a portion
      of
      the same debt as that evidenced by such particular Security. For the purposes
      of
      this definition, any security authenticated and delivered under Section 3.7
      in
      lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
      evidence the same debt as the mutilated, destroyed, lost or stolen
      Security.

     

    “Principal
      Subsidiary”
means
      (i) Southern National Bank, a chartered national bank, (ii) any other subsidiary
      of the Company the consolidated assets of which constitute 20% or more of the
      consolidated assets of the Company and its consolidated subsidiaries, (iii)
      any
      other subsidiary designated as a Principal Subsidiary pursuant to a Board
      Resolution and set forth in an Officers’ Certificate delivered to the Trustee,
      and (iv) any subsidiary of the Company that owns, directly or indirectly, any
      voting securities, or options, warrants or rights to subscribe for or purchase
      voting securities, of any Principal Subsidiary under clause (i), (ii), (iii)
      or
      (iv), and in the case of clause (i), (ii), (iii), (iv) or (v), their respective
      successors (whether by consolidation, merger, conversion, transfer of
      substantially all their assets and business or otherwise) so long as any such
      successor is a banking subsidiary (in the case of clause (i), (ii), (iii) or
      (iv) or a subsidiary (in the case of clause (v)) of the Company.

     

    “Proceeding”
has
      the
      meaning specified in Section 13.2.

     

    “Property
      Trustee”
means,
      with respect to any Issuer Trust, the Person identified as the “Property
      Trustee” in the related Trust Agreement, solely in its capacity as Property
      Trustee of such Issuer Trust under such Trust Agreement and not in its
      individual capacity, or its successor in interest in such capacity, or any
      successor property trustee appointed as therein provided.

     

    “Redemption
      Date”
when
      used with respect to any Security to be redeemed, means the date fixed for
      such
      redemption by or pursuant to this Indenture or the terms of such
      Security.

     

    “Redemption
      Price”
when
      used with respect to any Security to be redeemed, means the price at which
      it is
      to be redeemed pursuant to this Indenture or the terms of such
      Security.

     

    “Regular
      Record Date”
for
      the
      interest payable on any Interest Payment Date with respect to the Securities
      of
      a series means, unless otherwise provided pursuant to Section 3.1 with respect
      to Securities of such series, the close of business on the fifteenth day of
      the
      month in which such Interest Payment Date occurs (whether or not a Business
      Day).

     

    “Responsible
      Officer”
when
      used with respect to the Trustee means any officer assigned to the Corporate
      Trust Office, including any managing director, vice president, principal,
      assistant vice president, assistant treasurer, assistant secretary or any other
      officer of the Trustee customarily performing functions similar to those
      performed by any of the above designated officers and having direct
      responsibility for the administration of this Indenture, and also, with respect
      to a particular matter, any other officer to whom such matter is referred
      because of such officer’s knowledge of and familiarity with the particular
      subject.

     

    “Restricted
      Security”
means
      all Securities including those represented by the debenture attached hereto
      as
Exhibit
      A
      or those
      represented by the Restricted Securities Certificate attached hereto as
Exhibit
      B.

     

    
      
        
        

      

      
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    “Restricted
      Securities Certificate”
means
      a
      certificate substantially in the form set forth to Exhibit
      B.

     

    “Rights
      Plan”
means
      any plan of the Company providing for the issuance by the Company to all holders
      of its Common Stock, of rights entitling the holders thereof to subscribe for
      or
      purchase shares of any class or series of capital stock of the Company which
      rights (i) are deemed to be transferred with such shares of such Common Stock,
      (ii) are not exercisable, and (iii) are also issued in respect of future
      issuances of such Common Stock, in each case until the occurrence of a specified
      event or events.

     

    “Securities”
or
      “Security”
means
      any debt securities or debt security, as the case may be, authenticated and
      delivered under this Indenture.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as modified, amended or supplemented from time
      to
      time.

     

    “Securities
      Register”
and
      “Securities
      Registrar”
have
      the respective meanings specified in Section 3.6(a).

     

    “Senior
      Indebtedness”
means,
      whether recourse is to all or a portion of the assets of the Company and whether
      or not contingent: (i) every obligation of the Company for borrowed money;
      (ii)
      every obligation of the Company evidenced by bonds, debentures, notes or other
      similar instruments, including obligations incurred in connection with the
      acquisition of property, assets or businesses; (iii) every reimbursement
      obligation of the Company with respect to letters of credit, bankers’
acceptances or similar facilities issued for the account of the Company; (iv)
      every obligation of the Company issued or assumed as the deferred purchase
      price
      of property or services (but excluding trade accounts payable or accrued
      liabilities arising in the ordinary course of business); (v) every capital
      lease
      obligation of the Company; (vi) every obligation of the Company for claims
      (as
      defined in Section 101(4) of the Bankruptcy Code) in respect of derivative
      products such as interest and foreign exchange rate contracts, commodity
      contracts, swaps, options, caps, collars and similar arrangements; and (vii)
      every obligation of the type referred to in clauses (i) through (vi) of another
      Person the payment of which the Company has guaranteed or is responsible or
      liable, directly or indirectly, as obligor or otherwise. “Senior Indebtedness”
excludes (i) any obligations which, by their terms, are expressly stated to
      rank
      part passu in right of payment with, or to not be superior in right of payment
      to, the Junior Subordinated Debentures, (ii) any indebtedness of the Company
      which when incurred and without respect to any election under Section 1111(b)
      of
      the Bankruptcy Code was without recourse to the Company, (iii) any indebtedness
      of the Company to any of its subsidiaries, (iv) indebtedness to any executive
      officer or director of the Company, or (v) any indebtedness in respect of debt
      securities issued to any trust, or a trustee of such trust, partnership or
      other
      entity affiliated with the Company that is a financing entity of the Company
      in
      connection with the issuance of such financing entity of securities that are
      similar to the Capital Securities.

     

    “Special
      Record Date”
for
      the
      payment of any Defaulted Interest means a date fixed by the Trustee pursuant
      to
      Section 3.8.

     

    
      
        
        

      

      
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    “Stated
      Maturity,”
when
      used with respect to any Security or any installment of principal thereof or
      interest thereon, means the date specified pursuant to the terms of such
      Security as the fixed date on which the principal of such Security or such
      installment of principal or interest is due and payable, as such date may,
      in
      the case of such principal, be shortened or extended as provided pursuant to
      the
      terms of such Security and this Indenture.

     

    “Subsidiary”
means
      an entity more than 50% of the outstanding voting stock of which is owned,
      directly or indirectly, by the Company or by one or more other Subsidiaries,
      or
      by the Company and one or more other Subsidiaries. For purposes of this
      definition, “voting stock” means stock that ordinarily has voting power for the
      election of directors, whether at all times or only so long as no senior class
      of stock has such voting power by reason of any contingency.

     

    “Successor
      Security”
of
      any
      particular Security means every Security issued after, and evidencing all or
      a
      portion of the same debt as that evidenced by, such particular Security; and,
      for the purposes of this definition, any Security authenticated and delivered
      under Section 3.7 in exchange for or in lieu of a mutilated, destroyed, lost
      or
      stolen Security shall be deemed to evidence the same debt as the mutilated,
      destroyed, lost or stolen Security.

     

    “Tax
      Event”
means
      the receipt by an Issuer Trust of an Opinion of Counsel (as defined in the
      relevant Trust Agreement) 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 or administrative pronouncement or action or judicial decision
      interpreting or applying such laws or regulations, which amendment or change
      is
      effective or which pronouncement or decision is announced on or after the date
      of issuance of the Capital Securities of such Issuer Trust (including, without
      limitation, any of the foregoing arising with respect to, or resulting from,
      any
      proposal, proceeding or other action commencing on or before such date), there
      is more than an insubstantial risk that (i) such Issuer Trust is, or will be
      within 90 days of the delivery of such Opinion of Counsel, subject to United
      States Federal income tax with respect to income received or accrued on the
      corresponding series of Securities issued by the Company to such Issuer Trust,
      (ii) interest payable by the Company on such corresponding series of Securities.
      is not, or within 90 days of the delivery of such Opinion of Counsel will not
      be, deductible by the Company, in whole or in part, for United States Federal
      income tax purposes, or (iii) such Issuer Trust is, or will be within 90 days
      of
      the delivery of such Opinion of Counsel, subject to more than a de minimis
      amount of other taxes, duties or other governmental charges.

     

    “Trust
      Agreement”
means,
      with respect to any Issuer Trust, the trust agreement or other governing
      instrument of such Issuer Trust, as amended from time to time.

     

    “Trustee”
means
      the Person named as the “Trustee” in the first paragraph of this Indenture,
      solely in its capacity as such and not in its individual capacity, until a
      successor Trustee shall have become such pursuant to the applicable provisions
      of this Indenture, and thereafter “Trustee” shall mean or include each Person
      who is then a Trustee hereunder and, if at any time there is more than one
      such
      Person, “Trustee” as used with respect to the Securities of any series shall
      mean the Trustee with respect to Securities of that series.

     

    
      
        
        

      

      
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    “Trust
      Indenture Act”
means
      the Trust Indenture Act of 1939, as modified, amended or supplemented from
      time
      to time.

     

    “Trust
      Securities”
has
      the
      meaning specified in the first recital of this Indenture.

     

    “Vice
      President,”
when
      used with respect to the Company, means any duly appointed vice president,
      whether or not designated by a number or a word or words added before or after
      the title “vice president.”

     

    SECTION
      1.2.  Compliance
      Certificate and Opinions.

     

    Upon
      any
      application or request by the Company to the Trustee to take any action under
      any provision of this Indenture, the Company shall furnish to the Trustee an
      Officers’ Certificate stating that all conditions precedent (including
      covenants, the compliance with which constitutes a condition 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 (including covenants compliance with
      which constitutes a condition precedent), if any, have been complied with,
      except that in the case of any such application or request as to which the
      furnishing of such documents is specifically required by any provision of this
      Indenture relating to such particular application or request, no additional
      certificate or opinion need be furnished.

     

    Every
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Indenture (other than the certificates provided pursuant
      to
      Section 10.4) shall include:

     

    (1)  a
      statement by each individual signing such certificate or opinion that such
      individual has read such covenant or condition and the definitions herein
      relating thereto;

     

    (2)  a
      brief
      statement as to the nature and scope of the examination or investigation upon
      which the statements or opinions of such individual contained in such
      certificate or opinion are based;

     

    (3)  a
      statement that, in the opinion of such individual, 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 

     

    (4)  a
      statement as to whether, in the opinion of such individual, such condition
      or
      covenant has been complied with.

     

    SECTION
      1.3.  Forms
      of Documents Delivered to Trustee.

     

    In
      any
      case where several matters are required to be certified by, or covered by an
      opinion of, any specified Person, it is not necessary that all such matters
      be
      certified by, or covered by the opinion of, only one such Person, or that they
      be so certified or covered by only one document, but one such Person may certify
      or give an opinion with respect to some matters and one or more other such
      Persons as to other matters, and any such Person may certify or give an opinion
      as to such matters in one or several documents.

     

    
      
        
        

      

      
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    Any
      certificate or opinion of an officer of the Company may be based, insofar as
      it
      relates to legal matters, upon a certificate or opinion of, or representations
      by, counsel, unless such officer knows, or in the exercise of reasonable care
      should know, that the certificate or opinion or representations with respect
      to
      matters upon which his or her certificate or opinion is based are erroneous.
      Any
      such certificate or Opinion of Counsel may be based, insofar as it relates
      to
      factual matters, upon a certificate or opinion of, or representations by, an
      officer or officers of the Company stating that the information with respect
      to
      such factual matters is in the possession of the Company, unless such counsel
      knows, or in the exercise of reasonable care should know, that the certificate
      or opinion or representations with respect to such matters are
      erroneous.

     

    Where
      any
      Person is required to make, give or execute two or more applications, requests,
      consents, certificates, statements, opinions, or other instruments under this
      Indenture, they may, but need not, be consolidated and form one
      instrument.

     

    SECTION
      1.4.  Acts
      of Holders.

     

    (a)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Indenture to be given to or taken by Holders may be
      embodied in and evidenced by one or more instruments of substantially similar
      tenor signed by such Holders in person or by an agent duly appointed in writing;
      and, except as herein otherwise expressly provided, such action shall become
      effective when such instrument or instruments is or are delivered to the
      Trustee, and, where it is hereby expressly required, to the Company. Such
      instrument or instruments (and the action embodied therein and evidenced
      thereby) are herein sometimes referred to as an “Act”
of
      the
      Holders signing such instrument or instruments. Proof of execution of any such
      instrument or of a writing appointing any such agent shall be sufficient for
      any
      purpose of this Indenture and (subject to Section 6.1) conclusive in favor
      of
      the Trustee and the Company, if made in the manner provided in this
      Section.

     

    (b)  The
      fact
      and date of the execution by any Person of any such instrument or writing may
      be
      proved by the affidavit of a witness of such execution or by the certificate
      of
      any notary public or other officer authorized by law to take acknowledgments
      of
      deeds, certifying that the individual signing such instrument or writing
      acknowledged to him or her the execution thereof Where such execution is by
      a
      Person acting in other than his or her individual capacity, such certificate
      or
      affidavit shall also constitute sufficient proof of his or her
      authority.

     

    (c)  The
      fact
      and date of the execution by any Person of any such instrument or writing,
      or
      the authority of the Person executing the same, may also be provided in any
      other manner that the Trustee deems sufficient and in accordance with such
      reasonable rules as the Trustee may determine.

     

    (d)  The
      ownership of Securities shall be proved conclusively by the Securities
      Register.

     

    
      
        
        

      

      
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    (e)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action by the Holder of any Security shall bind every future Holder of the
      same
      Security and the Holder of every Security issued upon the transfer thereof
      or in
      exchange therefor or in lieu thereof in respect of anything done or suffered
      to
      be done by the Trustee or the Company in reliance thereon, whether or not
      notation of such action is made upon such Security.

     

    (f)  The
      Company may set any day as a record date for the purpose of determining the
      Holders of Outstanding Securities of any series entitled to give, make or take
      any request, demand, authorization, direction, notice, consent, waiver or other
      action provided or permitted by this Indenture to be given, made or taken by
      Holders of Securities of such series, provided that the Company may not set
      a
      record date for, and the provisions of this paragraph shall not apply with
      respect to, the giving or making of any notice, declaration, request or
      direction referred to in the next succeeding paragraph. If any record date
      is
      set pursuant to this paragraph, the Holders of Outstanding Securities of the
      relevant series on such record date, and no other Holders, shall be entitled
      to
      take the relevant action, whether or not such Holders remain Holders after
      such
      record date, provided that no such action shall be effective hereunder unless
      taken on or prior to the applicable Expiration Date (as defined below) by
      Holders of the requisite principal amount of Outstanding Securities of such
      series on such record date. Nothing in this paragraph shall be construed to
      prevent the Company from setting a new record date for any action for which
      a
      record date previously has been set pursuant to this paragraph (whereupon the
      record date previously set shall automatically and with no action by any Person
      be cancelled and of no effect), and nothing in this paragraph shall be construed
      to render ineffective any action taken by Holders of the requisite principal
      amount of Outstanding Securities of the relevant series on the date such action
      is taken. Promptly after any record date is set pursuant to this paragraph,
      the
      Company, at its own expense, shall cause notice of such record date, the
      proposed action by Holders and the applicable Expiration Date to be given to
      the
      Trustee in writing and to each Holder of Securities of the relevant series
      in
      the manner set forth in Section 1.6.

     

    The
      Trustee may set any day as a record date for the purpose of determining the
      Holders of Outstanding Securities of any series entitled to join in the giving
      or making of (i) any Notice of Default, (ii) any declaration of acceleration
      referred to in Section 5.2, (iii) any request to institute proceedings referred
      to in Section 5.7(3), or (iv) any direction referred to in Section 5.12, in
      each
      case with respect to Securities of such series. If any record date is set
      pursuant to this paragraph, the Holders of Outstanding Securities of such series
      on such record date, and no other Holders, shall be entitled to join in such
      notice, declaration, request or direction, whether or not such Holders remain
      Holders after such record date, provided that no such action shall be effective
      hereunder unless taken on or prior to the applicable Expiration Date by Holders
      of the requisite principal amount of Outstanding Securities of such series
      on
      such record date. Nothing in this paragraph shall be construed to prevent the
      Trustee from setting a new record date for any action for which a record date
      has previously been set pursuant to this paragraph (whereupon the record date
      previously set shall automatically and with no action by any Person be cancelled
      and of no effect) and nothing in this paragraph shall be construed to render
      ineffective any action taken by Holders of the requisite principal amount of
      Outstanding Securities of the relevant series on the date such action is taken.
      Promptly after any record date is set pursuant to this paragraph, the Trustee,
      at the Company’s expense, shall cause notice of such record date, the proposed
      action by Holders and the applicable Expiration Date to be given to the Company
      in writing and to each Holder of Securities of the relevant series in the manner
      set forth in Section 1.6.

     

    
      
        
        

      

      
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    With
      respect to any record date set pursuant to this Section, the party hereto that
      sets such record date may designate any day as the “Expiration
      Date”
and
      from time to time may change the Expiration Date to any earlier or later day,
      provided
      that
      no such
      change shall be effective unless notice of the proposed new Expiration Date
      is
      given to the other party hereto in writing, and to each Holder of Securities
      of
      the relevant series in the manner set forth in Section 1.6 on or prior to the
      existing Expiration Date. If an Expiration Date is not designated with respect
      to any record date set pursuant to this Section, the party hereto that set
      such
      record date shall be deemed to have initially designated the 180th day after
      such record date as the Expiration Date with respect thereto, subject to its
      right to change the Expiration Date as provided in this paragraph.
      Notwithstanding the foregoing, no Expiration Date shall be later than the 180th
      day after the applicable record date.

     

    (g)  Without
      limiting the foregoing, a Holder entitled hereunder to take any action hereunder
      with regard to any particular Security may do so with regard to all or any
      part
      of the principal amount of such Security or by one or more duly appointed agents
      each of which may do so pursuant to such appointment with regard to all or
      any
      part of such principal amount.

     

    SECTION
      1.5.  Notices,
      Etc. to Trustee and Company.

     

    Any
      request, demand, authorization, direction, notice, consent, waiver or Act of
      Holders or other document provided or permitted by this Indenture to be made
      upon, given or furnished to, or filed with,

     

    (1)  the
      Trustee by any Holder, any holder of Capital Securities or the Company shall
      be
      sufficient for every purpose hereunder if made, given, furnished or filed in
      writing to or with the Trustee at its Corporate Trust Office, or

     

    (2)  the
      Company by the Trustee, any Holder or any holder of Capital Securities shall
      be
      sufficient for every purpose (except as otherwise provided in Section 5.1)
      hereunder if in writing and mailed, first class, postage prepaid, to the Company
      addressed to it at the address of its principal office specified in the first
      paragraph of this instrument or at any other address previously furnished in
      writing to the Trustee by the Company.

     

    SECTION
      1.6.  Notice
      to Holders; Waiver.

     

    Where
      this Indenture provides for notice to Holders of any event, such notice shall
      be
      sufficiently given (unless otherwise herein expressly provided) if in writing
      and mailed, first class postage prepaid, to each Holder affected by such event,
      at the address of such Holder as it appears in the Securities Register, not
      later than the latest date, and not earlier than the earliest date, prescribed
      for the giving of such notice. If, by reason of the suspension of or
      irregularities in regular mail services or for any other reason, it shall be
      impossible or impracticable to mail notice of any event to Holders when said
      notice is required to be given pursuant to any provision of this Indenture
      or of
      the relevant Securities, then any manner of giving such notice as shall be
      satisfactory to the Trustee shall be deemed to be a sufficient giving of such
      notice. In any case where notice to Holders is given by mail, neither the
      failure to mail such notice, nor any defect in any notice so mailed, to any
      particular Holder shall affect the sufficiency of such notice with respect
      to
      other Holders. Where this Indenture provides for notice in any manner, such
      notice may be waived in writing by the Person entitled to receive such notice,
      either before or after the event, and such waiver shall be the equivalent of
      such notice. Waivers of notice by Holders shall be filed with the Trustee,
      but
      such filing shall not be a condition precedent to the validity of any action
      taken in reliance upon such waiver.

     

    
      
        
        

      

      
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    SECTION
      1.7.  Conflict
      with Trust Indenture Act.

     

    If
      any
      provision hereof limits, qualifies or conflicts with a provision of the Trust
      Indenture Act that is required under such Act to be a part of and govern this
      Indenture, the provision of the Trust Indenture Act shall control. If any
      provision of this Indenture modifies or excludes any provision of the Trust
      Indenture Act that may be so modified or excluded, the latter provision shall
      be
      deemed to apply to this Indenture as so modified or to be excluded, as the
      case
      maybe.

     

    SECTION
      1.8.  Effect
      of Headings and Table of Contents.

     

    The
      Article and Section headings herein and the Table of Contents are for
      convenience only and shall not affect the construction hereof.

     

    SECTION
      1.9.  Successors
      and Assigns.

     

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

     

    SECTION
      1.10.  Separability
      Clause.

     

    If
      any
      provision in this Indenture or in the Securities shall be invalid, illegal
      or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

     

    SECTION
      1.11.  Benefits
      of Indenture.

     

    Nothing
      in this Indenture or in the Securities, express or implied, shall give to any
      Person, other than the parties hereto and their successors and assigns, the
      holders of Senior Indebtedness, the Holders of the Securities and, to the extent
      expressly provided in Sections 5.2, 5.7, 5.8, 5.9, 5.11, 5.12, 5.13, 9.1 and
      9.2, the holders of Capital Securities, any benefit or any legal or equitable
      right, remedy or claim under this Indenture.

     

    SECTION
      1.12.  Governing
      Law.

     

    THIS
      INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
      WITH THE LAWS OF THE STATE OF NEW YORK.

     

    
      
        
        

      

      
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    SECTION
      1.13.  Non-Business
      Days.

     

    If
      any
      Interest Payment Date, Redemption Date or Stated Maturity of any Security shall
      not be a Business Day, then (notwithstanding any other provision of this
      Indenture or the Securities) payment of interest or principal (and premium,
      if
      any) or other amounts in respect of such Security need not be made on such
      date,
      but may be made on the next succeeding Business Day (and no interest shall
      accrue in respect of the amounts whose payment is so delayed for the period
      from
      and after such Interest Payment Date, Redemption Date or Stated Maturity, as
      the
      case may be, until such next succeeding Business Day), except that, if such
      Business Day is in the next succeeding calendar year, such payment shall be
      made
      on the immediately preceding Business Day (in each case with the same force
      and
      effect as if made on the Interest Payment Date or Redemption Date or at the
      Stated Maturity).

     

    ARTICLE
      II.

    SECURITY
      FORMS

     

    SECTION
      2.1.  Forms
      Generally.

     

    The
      Securities of each series and the Trustee’s certificate of authentication shall
      be in substantially the forms set forth in this Article, or in such other form
      or forms as shall be established by or pursuant to a Board Resolution or in
      one
      or more indentures supplemental hereto, in each case with such appropriate
      insertions, omissions, substitutions and other variations as are required or
      permitted by this Indenture and may have such letters, numbers or other marks
      of
      identification and such legends or endorsements placed thereon as may be
      required to comply with applicable tax laws, banking laws, or the rules of
      any
      securities exchange or as may, consistently herewith, be determined by the
      officers executing such securities, as evidenced by their execution of the
      Securities. If the form of Securities of any series is established by action
      taken pursuant to a Board Resolution, a copy of an appropriate record of such
      action shall be certified by the Secretary or an Assistant Secretary of the
      Company and delivered to the Trustee at or prior to the delivery of the Company
      Order contemplated by Section 3.3 with respect to the authentication and
      delivery of such Securities.

     

    The
      Trustee’s certificates of authentication shall be substantially in the form set
      forth in this Article.

     

    The
      definitive Securities shall be printed, lithographed or engraved or produced
      by
      any combination of these methods, if required by any securities exchange on
      which the Securities may be listed, on a steel engraved border or steel engraved
      borders or may be produced in any other manner permitted by the rules of any
      securities exchange, if any, on which the Securities may be listed, all as
      determined by the officers executing such Securities, as evidenced by their
      execution of such Securities.

     

    Securities
      distributed to holders of Global Capital Securities (as defined in the
      applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be
      distributed in the form of one or more Global Securities registered in the
      name
      of a Depositary or its nominee, and deposited with the 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 Securities
      represented thereby (or such other accounts as they may direct). Securities
      distributed to holders of Capital Securities other than Global Capital
      Securities upon the dissolution of an Issuer Trust shall not be issued in the
      form of a Global Security or any other form intended to facilitate book-entry
      trading in beneficial interests in such Securities.

     

    
      
        
        

      

      
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    SECTION
      2.2.  Form
      of Face of Security. The
      Securities shall be generally in the form of Exhibit
      A
      hereto.

     

    SECTION
      2.3.  Additional
      Provisions Required in Global Security.

     

    Unless
      otherwise specified as contemplated by Section 3.1, any Global Security issued
      hereunder shall, in addition to the provisions contained in Sections 2.1 and
      2.2, bear a legend in substantially the following form:

     

    THIS
      SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
      REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
      DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE
      NAME
      OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
      CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT
      AS A
      WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
      DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, EXCEPT IN
      THE
      LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

     

    SECTION
      2.4.  Form
      of Trustee’s Certificate of Authentication.

     

    The
      Trustee’s certificate of authentication shall be in substantially the following
      form:

     

    This
      is
      one of the Securities of the series designated therein referred to in the
      within-mentioned Indenture.

    
      	 	 	 
	Dated:_____________________	
              WILMINGTON TRUST COMPANY, 

              not in its individual capacity, but solely as
                Trustee

            
	 
 	 
 	 
 
	
            	By:  	 
	 	
              
Authorized
              Signatory
	 	
            


    

     

    
      
        
        

      

      
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    ARTICLE
      III.

    THE
      SECURITIES

     

    SECTION
      3.1.  Title
      and Terms.

     

    The
      aggregate principal amount of Securities that may be authenticated and delivered
      under this Indenture is unlimited.

     

    The
      Securities may be issued in one or more series. There shall be established
      in or
      pursuant to a Board Resolution and, subject to Section 3.3, set forth or
      determined in the manner provided, in an Officers’ Certificate, or established
      in one or more indentures supplemental hereto, prior to the issuance of
      Securities as a series:

     

    (a)  the
      title
      of the securities of such series, which shall distinguish the Securities of
      the
      series from all other Securities;

     

    (b)  the
      limit, if any, upon the aggregate principal amount of the Securities of such
      series that may be authenticated and delivered under this Indenture (except
      for
      Securities authenticated and delivered upon registration of transfer of, or
      in
      exchange for, or in lieu of, other Securities of the series pursuant to Sections
      3.4, 3.5, 3.6, 9.6 or 11.6 and except for any Securities that, pursuant to
      Section 3.3, are deemed never to have been authenticated and delivered
      hereunder); provided,
      however,
      the
      authorized aggregate principal amount of such series may be increased above
      such
      amount by a Board Resolution to such effect;

     

    (c)  the
      Person to whom any interest on a Security of the series shall be payable, if
      other than the Person in whose name that Security (or one or more Predecessor
      Securities) is registered at the close of business on the Regular Record Date
      for such interest;

     

    (d)  the
      Stated Maturity or Maturities on which the principal of the Securities of such
      series is payable or the method of determination thereof, and any dates on
      which
      or circumstances under which, the Company shall have the right to extend or
      shorten such Stated Maturity or Maturities;

     

    (e)  the
      rate
      or rates, if any, at which the Securities of such series shall bear interest,
      if
      any, the rate or rates and extent to which Additional Interest, if any, shall
      be
      payable with respect to any Securities of such series, the date or dates from
      which any such interest or Additional Interest shall accrue, the Interest
      Payment Dates on which such interest shall be payable, the right, pursuant
      to
      Section 3.12 or as otherwise set forth therein, of the Company to defer or
      extend an Interest Payment Date, and the Regular Record Date for the interest
      payable on any Interest Payment Date, or the method by which any of the
      foregoing shall be determined;

     

    (f)  the
      place
      or places where the principal of (and premium, if any), interest or Additional
      Interest on the Securities of such series shall be payable, the place or places
      where the Securities of such series may be presented for registration of
      transfer or exchange, any restrictions that may be applicable to any such
      transfer or exchange in addition to or in lieu of those set forth herein and
      the
      place or places where notices and demands to or upon the Company in respect
      of
      the Securities of such series may be made;

     

    
      
        
        

      

      
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    (g)  the
      period or periods within or the date or dates on which, if any, the price or
      prices at which and the terms and conditions upon which the Securities of such
      series may be redeemed, in whole or in part, at the option of the Company,
      and
      if other than by a Board Resolution, the manner in which any election by the
      Company to redeem such Securities shall be evidenced;

     

    (h)  the
      obligation or the right, if any, of the Company to redeem, repay or purchase
      the
      Securities of such series pursuant to any sinking fund, amortization or
      analogous provisions, or at the option of a Holder thereof, and the period
      or
      periods within which, the price or prices at which, the currency or currencies
      (including currency unit or units) in which and the other terms and conditions
      upon which Securities of the series shall be redeemed, repaid or purchased,
      in
      whole or in part, pursuant to such obligation;

     

    (i)  the
      denominations in which any Securities of such series shall be issuable, if
      other
      than integral multiples of $1,000;

     

    (j)  if
      other
      than Dollars, the currency or currencies (including any currency unit or units)
      in which the principal of (and premium, if any) and interest and Additional
      Interest, if any, on the Securities of the series shall be payable, or in which
      the Securities of the series shall be denominated and the manner of determining
      the equivalent thereof in Dollars for purposes of the definition of
      Outstanding;

     

    (k)  the
      additions, modifications or deletions, if any, in the Events of Default or
      covenants of the Company set forth herein with respect to the Securities of
      such
      series;

     

    (l)  if
      other
      than the principal amount thereof, the portion of the principal amount of
      Securities of such series that shall be payable upon declaration of acceleration
      of the Maturity thereof;

     

    (m)  if
      the
      principal amount payable at the Stated Maturity of any Securities of the series
      will not be determinable as of any one or more dates prior to the Stated
      Maturity, the amount which shall be deemed to be the principal amount of such
      Securities as of any such date for any purpose thereunder or hereunder,
      including the principal amount thereof which shall be due and payable upon
      any
      Maturity other than the Stated Maturity or which shall be deemed to be
      Outstanding as of any date prior to the Stated Maturity (or, in any such case,
      the manner in which such amount deemed to be the principal amount shall be
      determined);

     

    (n)  if
      applicable, that the Securities of the series, in whole or in any specified
      part, shall be defeasible and, if other than by a Board Resolution, the manner
      in which any election by the Company to defease such Securities shall be
      evidenced;

     

    (o)  the
      additions or changes, if any, to this Indenture with respect to the Securities
      of such series as shall be necessary to permit or facilitate the issuance of
      the
      Securities of such series in bearer form, registrable or not registrable as
      to
      principal, and with or without interest coupons;

     

    
      
        
        

      

      
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    (p)  any
      index
      or indices used to determine the amount of payments of principal of and premium,
      if any, on the Securities of such series or the manner in which such amounts
      will be determined;

     

    (q)  if
      applicable, that any Securities of the series shall be issuable in whole or
      in
      part in the form of one or more Global Securities and, in such case, the
      respective Depositaries for such Global Securities, the form of any legend
      or
      legends that shall be borne by any such Global Security in addition to or in
      lieu of that set forth in Section 2.4 and any circumstances in addition to
      or in
      lieu of those set forth in Section 3.5 in which any such Global Security may
      be
      exchanged in whole or in part for Securities registered, and any transfer of
      such Global Security in whole or in part may be registered, in the name or
      names
      of Persons other than the Depositary for such Global Security or a nominee
      thereof;

     

    (r)  the
      appointment of any Paying Agent or agents for the Securities of such
      series;

     

    (s)  the
      terms
      of any right to convert or exchange Securities of such series into any other
      securities or property of the Company, and the additions or changes, if any,
      to
      this Indenture with respect to the Securities of such series to permit or
      facilitate such conversion or exchange;

     

    (t)  if
      such
      Securities are to be issued to an Issuer Trust, the form or forms of the Trust
      Agreement and Guarantee relating thereto;

     

    (u)  if
      other
      than as set forth herein, the relative degree, if any, to which the Securities
      or the series shall be senior to or be subordinated to other series of
      Securities in right of payment, whether such other series of Securities are
      Outstanding or not;

     

    (v)  any
      addition to or change in the Events of Default which applies to any Securities
      of the series and any change in the right of the Trustee or the requisite
      Holders of such Securities to declare the principal amount thereof due and
      payable pursuant to Section 5.2;

     

    (w)  any
      addition to or change in the covenants set forth in Article X which applies
      to
      Securities of the series; and

     

    (x)  any
      other
      terms of the Securities of such series (which terms shall not be inconsistent
      with the provisions of this Indenture, except as permitted by Section
      9.1(3)).

     

    All
      Securities of any one series shall be substantially identical except as to
      denomination and except as may otherwise be provided herein or in or pursuant
      to
      such Board Resolution and set forth, or determined in the manner provided,
      in
      such Officers’ Certificate or in any indenture supplemental hereto.

     

    If
      any of
      the terms of the series are established by action taken pursuant to a Board
      Resolution, a copy of an appropriate record of such action shall be certified
      by
      the Secretary or an Assistant Secretary of the Company and delivered to the
      Trustee at or prior to the delivery of the Officers’ Certificate setting forth
      the terms of the series.

     

    
      
        
        

      

      
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    The
      securities shall be subordinated in right of payment to Senior Indebtedness
      as
      provided in Article XIII.

     

    SECTION
      3.2.  Denominations.

     

    The
      Securities of each series shall be in registered form without coupons and shall
      be issuable in integral multiples of $1,000, unless otherwise specified as
      contemplated by Section 3.1(i).

     

    SECTION
      3.3.  Execution,
      Authentication, Delivery and Dating.

     

    The
      Securities shall be executed on behalf of the Company by its Chairman of the
      Board of Directors, its Vice Chairman of the Board of Directors, its President,
      its Chief Executive Officer or one of its Vice Presidents, under its corporate
      seal reproduced or impressed thereon and attested by its Secretary or one of
      its
      Assistant Secretaries. The signature of any of these officers on the Securities
      may be manual or facsimile.

     

    Securities
      bearing the manual or facsimile signatures of individuals who were at any time
      the proper officers of the Company shall bind the Company, notwithstanding
      that
      such individuals or any of them have ceased to hold such offices prior to the
      authentication and delivery of such Securities or did not hold such offices
      at
      the date of such Securities. At any time and from time to time after the
      execution and delivery of this Indenture, the Company may deliver Securities
      of
      any series executed by the Company to the Trustee for authentication, together
      with a Company Order for the authentication and delivery of such Securities,
      and
      the Trustee in accordance with the Company Order shall authenticate and deliver
      such Securities. If the form or terms of the Securities of the series have
      been
      established by or pursuant to one or more Board Resolutions as permitted by
      Sections 2.1 and 3.1, in authenticating such Securities, and accepting the
      additional responsibilities under this Indenture in relation to such Securities,
      the Trustee shall be entitled to receive, and (subject to Section 6.1) shall
      be
      fully protected in relying upon, an Opinion of Counsel stating,

     

    (1) if
      the
      form of such Securities has been established by or pursuant to Board Resolution
      as permitted by Section 2.1, that such form has been established in conformity
      with the provisions of this Indenture;

     

    (2) if
      the
      terms of such Securities have been established by or pursuant to Board
      Resolution as permitted by Section 3.1, that such terms have been established
      in
      conformity with the provisions of this Indenture; and

     

    (3) that
      such
      Securities, when authenticated and delivered by the Trustee and issued by the
      Company in the manner and subject to any conditions specified in such Opinion
      of
      Counsel, will constitute valid and legally binding obligations of the Company
      enforceable in accordance with their terms, subject to bankruptcy, insolvency,
      fraudulent transfer, reorganization, moratorium and similar laws of general
      applicability relating to or affecting creditors’ rights and to general equity
      principles.

     

    
      
        
        

      

      
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    If
      such
      form or terms have been so established, the Trustee shall not be required to
      authenticate such Securities if the issue of such Securities pursuant to this
      Indenture will affect the Trustee’s own rights, duties or immunities under the
      Securities and this Indenture or otherwise in a manner that is not reasonably
      acceptable to the Trustee.

     

    Notwithstanding
      the provisions of Section 3.1 and the preceding paragraph, if all Securities
      of
      a series are not to be originally issued at one time, it shall not be necessary
      to deliver the Officers’ Certificate otherwise required pursuant to Section 3.1
      or the Company Order and Opinion of Counsel otherwise required pursuant to
      such
      preceding paragraph at or prior to the authentication of each Security of such
      series if such documents are delivered at or prior to the authentication upon
      original issuance of the first Security of such series to be
      issued.

     

    Each
      Security shall be dated the date of its authentication.

     

    No
      Security shall be entitled to any benefit under this Indenture or be valid
      or
      obligatory for any purpose, unless there appears on such Security a certificate
      of authentication substantially in the form provided for herein executed by
      the
      Trustee by the manual signature of one of its authorized officers or
      signatories, and such certificate upon any Security shall be conclusive
      evidence, and the only evidence, that such Security has been duly authenticated
      and delivered hereunder. Notwithstanding the foregoing, if any Security shall
      have been authenticated and delivered hereunder but never issued and sold by
      the
      Company, and the Company shall deliver such Security to the Trustee for
      cancellation as provided in Section 3.10, for all purposes of this Indenture
      such Security shall be deemed never to have been authenticated and delivered
      hereunder and shall never be entitled to the benefits of this
      Indenture.

     

    SECTION
      3.4.  Temporary
      Securities.

     

    Pending
      the preparation of definitive Securities of any series, the Company may execute,
      and upon receipt of a Company Order the Trustee shall authenticate and deliver,
      temporary Securities that are printed, lithographed, typewritten, mimeographed
      or otherwise produced, in any authorized denomination, substantially of the
      tenor of the definitive Securities of such series in lieu of which they are
      issued and with such appropriate insertions, omissions, substitutions and other
      variations as the officers executing such Securities may determine, as evidenced
      by their execution of such Securities.

     

    If
      temporary Securities of any series are issued, the Company will cause definitive
      Securities of such series to be prepared without unreasonable delay. After
      the
      preparation of definitive Securities, the temporary Securities shall be
      exchangeable for definitive Securities upon surrender of the temporary
      Securities at the office or agency of the Company designated for that purpose
      without charge to the Holder. Upon surrender for cancellation of any one or
      more
      temporary Securities, the Company shall execute and the Trustee shall
      authenticate and deliver in exchange therefor one or more definitive securities
      of the same series, of any authorized denominations having the same Original
      Issue Date and Stated Maturity and having the same terms as such temporary
      Securities. Until so exchanged, the temporary Securities of any series shall
      in
      all respects be entitled to the same benefits under this Indenture as definitive
      Securities of such series.

     

    
      
        
        

      

      
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    SECTION
      3.5.  Global
      Securities.

     

    (a)  Each
      Global Security issued under this Indenture shall be registered in the name
      of
      the Depositary designated by the Company for such Global Security or a nominee
      thereof and delivered to such Depositary or a nominee thereof or custodian
      therefor, and each such Global Security shall constitute a single Security
      for
      all purposes of this Indenture.

     

    (b)  Notwithstanding
      any other provision in this Indenture, no Global Security may be exchanged
      in
      whole or in part for Securities registered, and no transfer of a Global Security
      in whole or in part may be registered, in the name of any Person other than
      the
      Depositary for such Global Security or a nominee thereof unless (i) such
      Depositary advises the Trustee in writing that such Depositary is no longer
      willing or able to properly discharge its responsibilities as Depositary with
      respect to such Global Security, and the Company is unable to locate a qualified
      successor, (ii) 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 (iii) there shall have occurred and be continuing an Event of
      Default or any event which after notice or lapse of time or both would be an
      Event of Default.

     

    (c)  If
      any
      Global Security is to be exchanged for other Securities or cancelled in whole,
      it shall be surrendered by or on behalf of the Depositary or its nominee to
      the
      Securities Registrar for exchange or cancellation as provided in this Article
      III. If any Global Security is to be exchanged for other Securities or cancelled
      in part, or if another Security is to be exchanged in whole or in part for
      a
      beneficial interest in any Global Security, then either (i) such Global Security
      shall be so surrendered for exchange or cancellation as provided in this Article
      III or (ii) the principal amount thereof shall be reduced, subject to Section
      3.6(b)(iii), or increased by an amount equal to the portion thereof to be so
      exchanged or cancelled, or equal to the principal amount of such other 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 Securities
      Registrar, whereupon the Trustee, in accordance with the Applicable 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 Security by the Depositary, accompanied by registration
      instructions, the Trustee shall, subject to Section 3.6(b) and as otherwise
      provided in this Article III, authenticate and deliver any Securities issuable
      in exchange for such Global Security (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.

     

    (d)  Every
      Security authenticated and delivered upon registration of transfer of, or in
      exchange for or in lieu of, a Global Security or any portion thereof, whether
      pursuant to this Article III, Section 9.6 or 11.6 or otherwise, shall be
      authenticated and delivered in the form of, and shall be, a Global Security,
      unless such Security is registered in the name of a Person other than the
      Depositary for such Global Security or a nominee thereof.

     

    (e)  The
      Depositary or its nominee, as the registered owner of a Global Security, shall
      be the Holder of such Global Security for all purposes under this Indenture
      and
      the Securities, and owners of beneficial interests in a Global Security shall
      hold such interests pursuant to the Applicable Procedures. Accordingly, any
      such
      owner’s beneficial interest in a Global Security 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 agent Neither the Trustee nor the Securities
      Registrar shall have any liability in respect of any transfers effected by
      the
      Depositary.

     

    
      
        
        

      

      
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    (f)  The
      rights of owners of beneficial interests in a Global Security 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 Agent
      Members.

     

    SECTION
      3.6.  Registration,
      Transfer and Exchange Generally; Certain Transfers and
      Exchanges.

     

    (a)  The
      Company shall cause to be kept at the Corporate Trust Office of the Trustee
      a
      register in which, subject to such reasonable regulations as it may prescribe,
      the Company shall provide for the registration of Securities and transfers
      of
      Securities. Such register is herein sometimes referred to as the “Securities
      Register.”
The
      Trustee is hereby appointed “Securities
      Registrar”
for
      the
      purpose of registering Securities and transfers of Securities as herein
      provided.

     

    Upon
      surrender for registration of transfer of any Security at the offices or
      agencies of the Company designated for that purpose, the Company shall execute,
      and the Trustee shall authenticate and deliver, in the name of the designated
      transferee or transferees, one or more new Securities of the same series of
      any
      authorized denominations of like tenor and principal amount and bearing such
      restrictive legends as may be required by this Indenture.

     

    At
      the
      option of the Holder, Securities may be exchanged for other Securities of the
      same series in any authorized denominations, of like tenor and aggregate
      principal amount and bearing such restrictive legends as may be required by
      this
      Indenture, upon surrender of the Securities to be exchanged at such office
      or
      agency. Whenever any securities are so surrendered for exchange, the Company
      shall execute, and the Trustee shall authenticate and deliver, the Securities
      that the Holder making the exchange is entitled to receive.

     

    All
      Securities issued upon any transfer or exchange of Securities shall be the
      valid
      obligations of the Company, evidencing the same debt, and entitled to the same
      benefits under this Indenture, as the Securities surrendered upon such transfer
      or exchange.

     

    Every
      Security presented or surrendered for transfer or exchange shall (if so required
      by the Company or the Trustee) be duly endorsed, or be accompanied by a written
      instrument of transfer in form satisfactory to the Company and the Securities
      Registrar, duly executed by the Holder thereof or such Holder’s attorney duly
      authorized in writing.

     

    No
      service charge shall be made to a Holder for any transfer or exchange of
      Securities, but the Company may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      transfer or exchange of Securities.

     

    
      
        
        

      

      
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    Neither
      the Company nor the Trustee shall be required, pursuant to the provisions of
      this Section, (i) to issue, register the transfer of or exchange any Security
      of
      any series during a period beginning at the opening of business 15 days before
      the day of selection for redemption of Securities of that series pursuant to
      Article XI and ending at the close of business on the day of mailing of the
      notice of redemption, or (ii) to register the transfer of or exchange any
      Security so selected for redemption in whole or in part, except, in the case
      of
      any such Security to be redeemed in part, any portion thereof not to be
      redeemed.

     

    (b)  Certain
      Transfers and Exchanges.
      Notwithstanding any other provision of this Indenture, transfers and exchanges
      of Securities and beneficial interests in a Global Security shall be made only
      in accordance with this Section 3.6(b).

     

    (i)  Restricted
      Non-Global Security to Global Security. If the Holder of a Restricted Security
      (other than a Global Security) wishes at any time to transfer all or any portion
      of such Security to a Person who wishes to take delivery thereof in the form
      of
      a beneficial interest in a Global Security, such transfer may be effected only
      in accordance with the provisions of this clause (b)(i) and subject to the
      Applicable Procedures. Upon receipt by the Securities Registrar of (A) such
      Security as provided in Section 3.6(a) and instructions satisfactory to the
      Securities Registrar directing that a beneficial interest in the Global Security
      in a specified principal amount not greater than the principal amount of such
      Security be credited to a specified Agent Member’s account and (B) a Restricted
      Securities Certificate duly executed by such Holder or such Holder’s attorney
      duly authorized in writing, then the Securities Registrar shall cancel such
      Security (and issue a new Security in respect of any untransferred portion
      thereof) as provided in Section 3.10 and increase the aggregate principal amount
      of the Global Security by the specified principal amount as provided in Section
      3.5(c).

     

    (ii)  Non-Global
      Security to Non-Global Security. A Security that is not a Global Security may
      be
      transferred, in whole or in part, to a Person who takes delivery in the form
      of
      another Security that is not a Global Security as provided in Section 3.6(a),
      provided
      that
      if the
      Security to be transferred in whole or in part is a Restricted Security, the
      Securities Registrar shall have received a Restricted Securities Certificate
      duly executed by the transferor Holder or such Holder’s attorney duly authorized
      in writing and the Securities Registrar shall only be required to register
      the
      transfer of such Restricted Securities Certificate upon direction from the
      Company that such transfer is permissible.

     

    (iii)  Exchanges
      Between Global Security and Non-Global Security. A beneficial interest in a
      Global Security may be exchanged for a Security that is not a Global Security
      as
      provided in Section 3.5.

     

    (iv)  Certain
      Initial Transfers of Non-Global Securities. In the case of Securities initially
      issued other than in global form, an initial transfer or exchange of such
      Securities that does not involve any change in beneficial ownership may be
      made
      to an institutional accredited investor or investors as if such transfer or
      exchange were not an initial transfer or exchange; provided
      that
      written
      certification shall be provided by the transferee and transferor of such
      Securities to the Securities Registrar that such transfer or exchange does
      not
      involve a change in beneficial ownership.

     

    
      
        
        

      

      
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    (v)  Limitations
      Relating to Principal Amount. Notwithstanding any other provision of this
      Indenture and unless otherwise specified as permitted by Section 3.1; Securities
      or portions thereof may be transferred or exchanged only in principal amounts
      of
      not less than $1,000. To the fullest extent permitted by applicable law, any
      transfer, exchange or other disposition of Securities in contravention of this
      Section 3.6(b)(v) shall be deemed to be void and of no legal effect whatsoever,
      any such transferee shall be deemed not to be the Holder or owner of any
      beneficial interest in such Securities for any purpose, including but not
      limited to the receipt of interest payable on such Securities, and such
      transferee shall be deemed to have no interest whatsoever in such Securities
      and, the Securities Registrar shall not record any such transfer in the
      Securities Registrar.

     

    SECTION
      3.7.  Mutilated,
      Lost and Stolen Securities.

     

    If
      any
      mutilated Security is surrendered to the Trustee together with such security,
      or
      indemnity, and/or other assurance as may be required by the Company or the
      Trustee, in their discretion, to save each of them harmless, the Company shall
      execute and the Trustee shall authenticate and deliver in exchange therefor
      a
      new Security of the same series, of like tenor and aggregate principal amount,
      bearing the same legends, and bearing a number not contemporaneously
      outstanding.

     

    If
      there
      shall be delivered to the Company and to the Trustee (i) evidence to their
      satisfaction of the destruction, loss or theft of any Security, and (ii) such
      security, indemnity and/or other assurance as may be required by them, in their
      discretion, to save each of them harmless, then, in the absence of notice to
      the
      Company or the Trustee that such Security has been acquired by a bona
      fide
      purchaser, the Company shall execute and upon its request the Trustee shall
      authenticate and deliver, in lieu of any such destroyed, lost or stolen
      Security, a new Security of the same series, of like tenor and principal amount
      and bearing the same legends as such destroyed, lost or stolen Security, and
      bearing a number not contemporaneously Outstanding.

     

    If
      any
      such mutilated, destroyed, lost or stolen Security has become or is about to
      become due and payable, the Company in its discretion may, instead of issuing
      a
      new Security, pay such Security.

     

    Upon
      the
      issuance of any new Security under this Section 3.7, the Company may require
      the
      payment of a sum sufficient to cover any tax or other governmental charge that
      may be imposed in relation thereto and any other expenses (including the fees
      and expenses of the Trustee) connected therewith.

     

    Every
      new
      Security issued pursuant to this Section in lieu of any destroyed, lost or
      stolen Security shall constitute an original additional contractual obligation
      of the Company, whether or not the destroyed, lost or stolen Security shall
      be
      at any time enforceable by anyone, and shall be entitled to all the benefits
      of
      this Indenture equally and proportionately with any and all other Securities
      of
      such series duly issued hereunder.

     

    
      
        
        

      

      
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    The
      provisions of this Section are exclusive and shall preclude (to the extent
      lawful) all other rights and remedies with respect to the replacement or payment
      of mutilated, destroyed, lost or stolen Securities.

     

    SECTION
      3.8.  Payment
      of Interest and Additional Interest; Interest Rights
      Preserved.

     

    Interest
      and Additional Interest on any Security of any series that is payable, and
      is
      punctually paid or duly provided for, on any Interest Payment Date, shall be
      paid to the Person in whose name that Security (or one or more Predecessor
      Securities) is registered at the close of business on the Regular Record Date
      for such interest in respect of Securities of such series, except that, unless
      otherwise provided in the Securities of such series, interest payable on the
      Stated Maturity of the principal of a Security shall be paid to the Person
      to
      whom principal is paid. The initial payment of interest on any Security of
      any
      series that is issued between a Regular Record Date and the related Interest
      Payment Date shall be payable as provided in such Security or in the Board
      Resolution pursuant to Section 3.1 with respect to the related series of
      Securities.

     

    Any
      interest on any Security that is due and payable, but is not timely paid or
      duly
      provided for, on any Interest Payment Date for Securities of such series (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
      may be paid by the Company, at its election in each case, as provided in clause
      (1) or (2) below:

     

    (1)  The
      Company may elect to make payment of any Defaulted Interest to the Persons
      in
      whose names the Securities of such series in respect of which interest is in
      default (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 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 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 be not more than 15 days and not less
      than 10 days prior to the date of the proposed payment and not less than 10
      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 Holder of a Security of such
      series at the address of such Holder as it appears in the Securities Register
      not less than 10 days prior to such Special Record Date. The Trustee may, in
      its
      discretion, in the name and at the expense of the Company, cause a similar
      notice to be published at least once in a newspaper, customarily published
      in
      the English language on each Business Day and of general circulation in the
      Borough of Manhattan, The City of New York, New York, but such publication
      shall
      not be a condition precedent to the establishment of 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 the Securities of such series (or their
      respective Predecessor Securities) are registered on such Special Record Date
      and shall no longer be payable pursuant to the following clause
      (2).

     

    
      
        
        

      

      
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    (2)  The
      Company may make payment of any Defaulted Interest in any other lawful manner
      not inconsistent with the requirements of any securities exchange on which
      the
      Securities of the series in respect of which interest is in default may be
      listed and, upon such notice as may be required by such exchange (or by the
      Trustee if the Securities are not listed), if, after notice given by the Company
      to the Trustee of the proposed payment pursuant to this clause (2), such payment
      shall be deemed practicable by the Trustee.

     

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

     

    SECTION
      3.9.  Persons
      Deemed Owners.

     

    The
      Company, the Trustee and any agent of the Company or the Trustee shall treat
      the
      Person in whose name any Security is registered as the owner of such Security
      for the purpose of receiving payment of principal of and (subject to Section
      3.8) any interest on such Security and for all other purposes whatsoever,
      whether or not such Security be overdue, and neither the Company, the Trustee
      nor any agent of the Company or the Trustee shall be affected by notice to
      the
      contrary.

     

    No
      holder
      of any beneficial interest in any Global Security held on its behalf by a
      Depositary shall have any rights under this Indenture with respect to such
      Global Security, 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 Security
      for all purposes. 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
      Security.

     

    SECTION
      3.10.  Cancellation.

     

    All
      Securities surrendered for payment, redemption, transfer or exchange shall,
      if
      surrendered to any Person other than the Trustee, be delivered to the Trustee,
      and any such Securities and Securities surrendered directly to the Trustee
      for
      any such purpose shall be promptly canceled by it. Notwithstanding any other
      provisions of this Indenture, the Company may at any time deliver to the Trustee
      for cancellation any Securities previously authenticated and delivered hereunder
      that the Company may have acquired in any manner whatsoever, and all Securities
      so delivered shall be promptly canceled by the Trustee. No Securities shall
      be
      authenticated in lieu of or in exchange for any Securities canceled as provided
      in this Section, except as expressly permitted by this Indenture. All canceled
      Securities shall be destroyed by the Trustee and the Trustee shall deliver
      to
      the Company a certificate of such destruction.

     

    
      
        
        

      

      
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    SECTION
      3.11.  Computation
      of Interest.

     

    Except
      as
      otherwise specified as contemplated by Section 3.1 for Securities of any series,
      interest on the Securities of each series for any full quarterly period shall
      be
      computed on the basis of a 360-day year of twelve 30-day months. Interest on
      the
      Securities of each series for any period less than a full quarter shall be
      computed on the basis of a 360-day year and the actual number of days elapsed
      during that period.

     

    SECTION
      3.12.  Deferrals
      of Interest Payment Dates.

     

    If
      specified as contemplated by Section 2.1 or Section 3.1 with respect to the
      Securities of a particular series, so long as no Event of Default has occurred
      and is continuing, the Company shall have the right, at any time during the
      term
      of such series, from time to time to defer the payment of interest on such
      Securities for such period or periods (each an “Extension
      Period”)
      not to
      exceed the number of consecutive quarterly, semi-annual or other periods that
      equal five years with respect to each Extension Period, during which Extension
      Periods the Company shall, if so specified as contemplated by Section 3.1,
      have
      the right to make no payments or partial payments of interest on any Interest
      Payment Date. No Extension Period shall end on a date other than an Interest
      Payment Date. At the end of any such Extension Period, the Company shall pay
      all
      interest then accrued and unpaid on the Securities (together with Additional
      Interest thereon, if any, at the rate specified for the Securities of such
      series to the extent permitted by applicable law); provided,
      however,
      that no
      Extension Period shall extend beyond the Stated Maturity of the principal of
      the
      Securities of such series; and provided
      further,
      however, that, during any such Extension Period, the Company shall 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 interest or premium, if
      any,
      on or repay, repurchase or redeem any debt securities of the Company that rank
      pari
      passu
      in all
      respects with or junior in interest to the Securities of such series (other
      than
      (a) repurchases, redemptions or other acquisitions of shares of capital stock
      of
      the Company in connection with any employment contract, benefit or incentive
      plan or other similar arrangement with or for the benefit of any one or more
      employees, officers, directors or consultants of the Company or its
      Subsidiaries, in connection with a dividend reinvestment or stock purchase
      plan
      or 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 applicable
      Extension Period, (b) as a result of an exchange or conversion of any class
      or
      series of the Company’s capital stock (or any capital stock of a Subsidiary of
      the Company) for any class or series of the Company’s capital stock or of any
      class or series of the Company’s indebtedness for any class or series of the
      Company’s capital stock, (c) the purchase of fractional interests in shares of
      the Company’s capital stock pursuant to the conversion or exchange provisions of
      such capital stock or the security being converted or exchanged, (d) any
      declaration of a dividend in connection with any Rights Plan, or the issuance
      of
      rights, stock or other property under any Rights Plan, or the redemption or
      repurchase of rights pursuant thereto, (e) any dividend in the form of stock,
      warrants, options or other rights where the dividend stock or the stock issuable
      upon exercise of such warrants, options or other rights is the same stock as
      that on which the dividend is being paid or ranks pari
      passu
      with or
      junior to such stock or (f) payments by the Company under the Guarantee). Prior
      to the termination of any such Extension Period, the Company may further defer
      the payment of interest, provided
      that
      no Event
      of Default has occurred and is continuing and provided
      further,
      that no
      Extension Period shall exceed the period or periods specified in such
      Securities, extend beyond the Stated Maturity of the principal of such
      Securities or end on a date other than an Interest Payment Date. Upon the
      termination of any such Extension Period and upon the payment of all accrued
      and
      unpaid interest and any Additional Interest then due on any Interest Payment
      Date, the Company may elect to begin a new Extension Period, subject to the
      above conditions. No interest or Additional Interest shall be due and payable
      during an Extension Period, except at the end thereof, but each installment
      of
      interest that would otherwise have been due and payable during such Extension
      Period shall bear Additional Interest as and to the extent specified by Section
      3.1. The Company shall give the Holders of the Securities of such series and
      the
      Trustee notice of its election to begin any such Extension Period at least
      one
      Business Day prior to the next succeeding Interest Payment Date on which
      interest on Securities of such series would be payable but for such deferral
      or,
      with respect to any Securities of a series issued to an Issuer Trust, so long
      as
      any such Securities are held by such Issuer Trust, at least one Business Day
      prior to the earlier of (i) the next succeeding date on which Distributions
      on
      the Capital Securities of such Issuer Trust would be payable but for such
      deferral, and (ii) the record date for determining the holders of such Capital
      Securities entitled to such Distributions on the Capital
      Securities.

     

    
      
        
        

      

      
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    The
      Trustee shall promptly give notice of the Company’s election to begin any such
      Extension Period to the Holders of the Outstanding Securities of such
      series.

     

    SECTION
      3.13.  Right
      of Set-Off.

     

    With
      respect to the Securities of a series initially issued to an Issuer Trust,
      notwithstanding anything to the contrary herein, the Company shall have the
      right to set off any payment it is otherwise required to make in respect of
      any
      such Security to the extent the Company has theretofore made, or is concurrently
      on the date of such payment making, a payment under the Guarantee relating
      to
      such Security or to a holder of Capital Securities pursuant to an action
      undertaken under Section 5.8 of this Indenture.

     

    SECTION
      3.14.  Agreed
      Tax Treatment

     

    Each
      Security issued hereunder shall provide that the Company and, by its acceptance
      of a Security or a beneficial interest therein, the Holder of, and any Person
      that acquires a beneficial interest in, such Security agree that for United
      States Federal, state and local tax purposes it is intended that such Security
      constitutes indebtedness.

     

    
      
        
        

      

      
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    SECTION
      3.15.  Shortening
      or Extension of Stated Maturity.

     

    As
      provided by Section 2.1 or Section 3.1 with respect to the Securities of a
      particular series, the Company shall have the right to (i) shorten the Stated
      Maturity of the principal of the Securities of such series at any time to any
      date and (ii) extend the Stated Maturity of the principal of the Securities
      of
      such series at any time at its election for one or more periods, provided
      that,
      if the
      Company elects to exercise its right to extend the Stated Maturity of the
      principal of the Securities of such series pursuant to clause (ii) above, at
      the
      time such election is made and at the time of extension, such conditions as
      may
      be specified in such Securities shall have been satisfied, and provided
      further,
      that no
      such reduction or extension of the Stated Maturity shall be or cause a Capital
      Treatment Event.

     

    SECTION
      3.16.  CUSIP
      Numbers.

     

    The
      Company, in issuing the Securities, may use “CUSIP” numbers (if then generally
      in use or if a CUSIP number has been obtained for the Securities), and, if
      so,
      the Trustee shall use “CUSIP” numbers in notice of redemption and other similar
      or related materials as a convenience to Holders; provided
      that
      any such
      notice or other materials may state that no representation is made as to the
      correctness of such numbers either as printed on the Securities or as contained
      in any notice of redemption or other materials and that reliance may be placed
      only on the other identification numbers printed on the Securities, and any
      such
      redemption shall not be affected by any defect in or omission of such
      numbers.

     

    ARTICLE
      IV.

    SATISFACTION
      AND DISCHARGE

     

    SECTION
      4.1.  Satisfaction
      and Discharge of Indenture.

     

    This
      Indenture shall, upon Company Request, cease to be of further effect (except
      as
      to any surviving rights of registration of transfer or exchange of Securities
      herein expressly provided for and as otherwise provided in this Section 4.1)
      and
      the Trustee, on demand of and at the expense of the Company, shall execute
      proper instruments acknowledging satisfaction and discharge of this Indenture,
      when

     

    (1)  either

     

    (A)   all
      Securities theretofore authenticated and delivered (other than (i) Securities
      that have been destroyed, lost or stolen and that have been replaced or paid
      as
      provided in Section 3.7 and (ii) Securities for whose payment money has
      theretofore been deposited in trust or segregated and held in trust by the
      Company and thereafter repaid to the Company or discharged from such trust,
      as
      provided in Section 10.3) have been delivered to the Trustee for cancellation;
      or

     

    (B)  
  all
      such
      Securities not theretofore delivered to the Trustee for
      cancellation

     

    (i)    
 have
      become due and payable, or

     

    
      
        
        

      

      
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    (ii)      will
      become due and payable at their Stated Maturity within one year of the date
      of
      deposit, or

     

    (iii)      are
      to be
      called for redemption within one year under arrangements satisfactory to the
      Trustee for the giving of notice of redemption by the Trustee in the name,
      and
      at the expense, of the Company,

     

    and
      the
      Company, in the case of subclause (B)(i), (ii) or (iii) above, has deposited
      or
      caused to be deposited with the Trustee as trust funds in trust for such purpose
      an amount in the currency or currencies in which the Securities of such series
      are payable sufficient to pay and discharge the entire indebtedness on such
      Securities not theretofore delivered to the Trustee for cancellation, for the
      principal (and premium, if any) and interest (including Additional Interest,
      if
      any) to the date of such deposit (in the case of Securities that have become
      due
      and payable) or to the Stated Maturity or Redemption Date, as the case may
      be;

     

    (2)  the
      Company has paid or caused to be paid all other sums payable hereunder by the
      Company; and

     

    (3)  the
      Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
      Counsel each stating that all conditions precedent herein provided relating
      to
      the satisfaction and discharge of this Indenture have been complied
      with.

     

    Notwithstanding
      the satisfaction and discharge of this Indenture, the obligations of the Company
      to the Trustee under Section 6.7, the obligations of the Trustee to any
      Authenticating Agent under Section 6.14 and, if money shall have been deposited
      with the Trustee pursuant to subclause (B) of clause (1) of this Section, the
      obligations of the Trustee under Section 4.2 and the last paragraph of Section
      10.3 shall survive.

     

    Notwithstanding
      the foregoing, in any case where the Securities are not due and payable and
      have
      not been called for redemption, such Securities shall remain recourse
      obligations of the Company.

     

    SECTION
      4.2.  Application
      of Trust Money.

     

    Subject
      to the provisions of the last paragraph of Section 10.3, all money deposited
      with the Trustee pursuant to Section 4.1 shall be held in trust and applied
      by
      the Trustee, in accordance with the provisions of the Securities and this
      Indenture, to the payment, either directly or through any Paying Agent
      (including the Company acting as its own Paying Agent) as the Trustee may
      determine, to the Persons entitled thereto, of the principal (and premium,
      if
      any) and interest (including Additional Interest, if any) for the payment of
      which such money or obligations have been deposited with or received by the
      Trustee.

     

    
      
        
        

      

      
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    ARTICLE
      V.

    REMEDIES

     

    SECTION
      5.1.  Events
      of Default.

     

    “Event
      of Default,”
      wherever used herein with respect to the Securities of any series, means any
      one
      of the following events (whatever the reason for such Event of Default and
      whether it shall be voluntary or involuntary or be effected by operation of
      law
      or pursuant to any judgment, decree or order of any court or any order, rule
      or
      regulation of any administrative or governmental body):

     

    (1)  default
      in the payment of any interest upon any Security of that series, including
      any
      Additional Interest in respect thereof, when it becomes due and payable, and
      continuance of such default for a period of 30 days (subject to the deferral
      of
      any due date in the case of any Extension Period); or

     

    (2)  default
      in the payment of the principal of (or premium, if any, on) any Security of
      that
      series at its Maturity, upon redemption, by declaration of acceleration or
      otherwise; or

     

    (3)  failure
      on the part of the Company duly to observe or perform in any material respect
      any other of the covenants or agreements on the part of the Company in the
      Securities of that series or in this Indenture for a period of 90 days after
      the
      date on which written notice of such failure, requiring the Company to remedy
      the same, shall have been received by the Company from (i) the Trustee by
      registered or certified mail or (ii) Holders of at least 25% in aggregate
      principal amount of the Outstanding Securities of that series; or

     

    (4)  entry
      by
      a court having jurisdiction in the premises of (A) a decree or order for relief
      in respect of the Company in an involuntary case or proceeding under the
      Bankruptcy Code, or any applicable federal or state bankruptcy, insolvency,
      reorganization or other similar law or (B) a decree or order adjudging the
      Company a bankrupt or insolvent, or approving as properly filed a petition
      seeking reorganization, arrangement, adjustment or composition of or in respect
      of the Company under any applicable federal or state law appointing a custodian,
      receiver, conservator, liquidator, assignee, trustee, sequestrator or other
      similar official of the Company or of substantially all of the property of
      the
      Company, or ordering the winding-up or liquidation of its affairs, and in the
      case of (A) or (B) the continuance of any such decree of order for relief or
      any
      such other decree or order unstayed and in effect for a period of 60 consecutive
      days; or

     

    (5)  (A)
      the
      commencement by the Company of a voluntary case or proceeding under the
      Bankruptcy Code, or any applicable federal or state bankruptcy, insolvency,
      reorganization or other similar law or of any other case or proceeding to be
      adjudicated a bankrupt or insolvent, or (B) the consent by the Company to the
      entry of a decree of order for relief in respect of itself in an involuntary
      case or proceeding under the Bankruptcy Code or any applicable federal or state
      bankruptcy, insolvency, reorganization or other similar law or to the
      commencement of any bankruptcy or insolvency case or proceeding against the
      Company, or (C) the filing by the Company of a petition or answer or consent
      seeking reorganization or relief under any applicable federal or state law
      or
      (D) the consent by the Company to the filing of such petition or to the
      appointment of or taking possession by a custodian, receiver, conservator,
      liquidator, assignee, trustee, sequestrator or other similar official of the
      Company or of all or substantially all of the property of the Company, or (E)
      the making by the Company of an assignment for the benefit of creditors;
      or

     

    
      
        
        

      

      
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    (6)  any
      other
      Event of Default provided with respect to Securities of that
      series.

     

    SECTION
      5.2.  Acceleration
      of Maturity; Rescission and Annulment.

     

    If
      an
      Event of Default (other than an Event of Default specified in Section 5.1(4)
      or
      5.1(5)) with respect to Securities of any series at the time Outstanding occurs
      and is continuing, then, and in every such case, the Trustee or the Holders
      of
      not less than 25% in aggregate principal amount of the Outstanding Securities
      of
      that series may declare the principal amount (or, if the Securities of that
      series are Discount Securities, such portion of the principal amount as may
      be
      specified in the terms of that series) of all the Securities of that series
      to
      be due and payable immediately, by a notice in writing to the Company (and
      to
      the Trustee if given by Holders), provided
      that,
      in the
      case of the Securities of a series issued to an Issuer Trust, if, upon an Event
      of Default, the Trustee or the Holders of not less than 25% in aggregate
      principal amount of the Outstanding Securities of such series fail to declare
      the principal of all the Outstanding Securities of such series to be immediately
      due and payable, the holders of at least 25% in aggregate Liquidation Amount
      of
      the related series of Capital Securities issued by such Issuer Trust then
      outstanding shall have the right to make such declaration by a notice in writing
      to the Company and the Trustee; and upon any such declaration such principal
      amount (or specified portion thereof) of and the accrued interest (including
      Additional Interest, if any) on all the Securities of such series shall become
      immediately due and payable. If an Event of Default specified in Sections 5.1(4)
      or 5.1(5) with respect to Securities of any series at the time Outstanding
      occurs, the principal amount of all the Securities of such series (or, if the
      Securities of such series are Discount Securities, such portion of the principal
      amount of such Securities as may be specified by the terms of that series)
      shall
      automatically, and without any declaration or other action on the part of the
      Trustee or any Holder, become immediately due and payable. Payment of principal
      and interest (including any Additional Interest) on such Securities shall remain
      subordinated to the extent provided in Article XIII notwithstanding that such
      amount shall become immediately due and payable as herein provided.

     

    
      
        
        

      

      
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    At
      any
      time after such a declaration of acceleration with respect to Securities of
      any
      series has been made and before a judgment or decree for payment of the money
      due has been obtained by the Trustee as hereinafter provided in this Article,
      the Holders of a majority in aggregate principal amount of the Outstanding
      Securities of that series, by written notice to the Company and the Trustee,
      may
      rescind and annul such declaration and its consequences and waive the Event
      of
      Default if:

     

    (1)  the
      Company has paid or deposited with the Trustee a sum sufficient to
      pay:

     

    (A)   all
      overdue installments of interest on all Securities of such series;

     

    (B)    any
      accrued Additional Interest, if any, on all Securities of such
      series;

     

    (C)    the
      principal of (and premium, if any, on) any Securities of such series that have
      become due otherwise than by such declaration of acceleration and interest
      and
      Additional Interest, if any, thereon at the rate borne by the Securities;
      and

     

    (D)    all
      sums
      paid or advanced by the Trustee hereunder and the reasonable compensation,
      expenses, disbursements and advances of the Trustee, its agents and counsel;
      and

     

    (2)  all
      Events of Default with respect to Securities of that series, other than the
      non-payment of the principal of Securities of that series that has become due
      solely by such acceleration, have been cured or waived as provided in Section
      5.13.

     

    In
      the
      case of Securities of a series initially issued to an Issuer Trust, if the
      Holders of such Securities fail to annul such declaration and waive such
      default, the holders of a majority in aggregate Liquidation Amount of the
      related series of Capital Securities issued by such Issuer Trust then
      outstanding shall also have the right to rescind and annul such declaration
      and
      its consequences by written notice to the Company and the Trustee, subject
      to
      the satisfaction of the conditions set forth in the immediately preceding
      clauses (1) and (2) above of this Section 5.2.

     

    No
      such
      rescission or waiver shall affect or apply to any subsequent default or Event
      of
      Default or impair any right consequent thereon.

     

    SECTION
      5.3.  Collection
      of Indebtedness and Suits for Enforcement by Trustee. 

     

    The
      Company covenants that if:

     

    (1)  default
      is made in the payment of any installment of interest (including Additional
      Interest, if any) on any Security of any series when such interest becomes
      due
      and payable and such default continues for a period of 30 days, or

     

    (2)  default
      is made in the payment of the principal of (and premium, if any, on) any
      Security at the Maturity thereof,

     

    the
      Company will, upon demand of the Trustee, pay to the Trustee, for the benefit
      of
      the Holders of such Securities, the whole amount then due and payable on such
      Securities for principal (and premium, if any) and interest (including
      Additional Interest, if any), and, in addition thereto, all amounts owing the
      Trustee under Section 6.7.

     

    
      
        
        

      

      
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    If
      the
      Company fails to pay such amounts forthwith upon such demand, the Trustee,
      in
      its own name and as trustee of an express trust, may institute a judicial
      proceeding for the collection of the sums so due and unpaid, and may prosecute
      such proceeding to judgment or final decree, and may enforce the same against
      the Company or any other obligor upon such Securities and collect the monies
      adjudged or decreed to be payable in the manner provided by law out of the
      property of the Company or any other obligor upon the Securities, wherever
      situated.

     

    If
      an
      Event of Default with respect to Securities of any series occurs and is
      continuing, the Trustee may in its discretion proceed to protect and enforce
      its
      rights and the rights of the Holders of Securities of such series by such
      appropriate judicial proceedings as the Trustee shall deem most effectual to
      protect and enforce any such rights, whether for the specific enforcement of
      any
      covenant or agreement in this Indenture or in aid of the exercise of any power
      granted herein, or to enforce any other proper remedy.

     

    SECTION
      5.4.  Trustee
      May File Proofs of Claim.

     

    In
      case
      of any receivership, conservatorship, insolvency, liquidation, bankruptcy,
      reorganization, arrangement, adjustment, composition or other judicial or
      administrative proceeding relative to the Company or any other obligor upon
      the
      Securities or the property of the Company or of such other obligor or their
      creditors, 

     

    (a)  the
      Trustee (irrespective of whether the principal of the Securities of any series
      shall then be due and payable as therein expressed or by declaration or
      otherwise and irrespective of whether the Trustee shall have made any demand
      on
      the Company for the payment of overdue principal (and premium, if any) or
      interest (including Additional Interest, if any)) shall be entitled and
      empowered, by intervention in such proceeding or otherwise,

     

    (i)  to
      file
      and prove a claim for the whole amount of principal (and premium, if any) and
      interest (including Additional Interest, if any) owing and unpaid in respect
      to
      the Securities and to file such other papers or documents as may be necessary
      or
      advisable and to take any and all actions as are authorized under the Trust
      Indenture Act in order to have the claims of the Holders, the Trustee and any
      predecessor to the Trustee under Section 6.7 allowed in any such judicial or
      administrative proceedings; and

     

    (ii)  in
      particular, the Trustee shall be authorized to collect and receive any monies
      or
      other property payable or deliverable on any such claims and to distribute
      the
      same in accordance with Section 5.6; and

     

    (b)  any
      custodian, receiver, conservator, assignee, trustee, liquidator, sequestrator,
      (or other similar official) in any such judicial or administrative proceeding
      is
      hereby authorized by each Holder to make such payments to the Trustee for
      distribution in accordance with Section 5.6, and in the event that the Trustee
      shall consent to the making of such payments directly to the Holders, to pay
      to
      the Trustee any amount due to it and any predecessor Trustee under Section
      6.7.

     

    Nothing
      herein contained shall be deemed to authorize the Trustee to authorize or
      consent to accept or adopt on behalf of any Holder any plan of reorganization,
      arrangement, adjustment or composition affecting the Securities or the rights
      of
      any Holder thereof, or to authorize the Trustee to vote in respect of the claim
      of any Holder in any such proceeding; provided,
      however,
      the
      Trustee may, on behalf of the Holders, vote for the election of a trustee in
      bankruptcy or similar official and be a member of a creditors’ or other similar
      committee.

     

    
      
        
        

      

      
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    SECTION
      5.5.  Trustee
      May Enforce Claim Without Possession of Securities.

     

    All
      rights of action and claims under this Indenture or the Securities may be
      prosecuted and enforced by the Trustee without the possession of any of the
      Securities or the production thereof in any proceeding relating thereto, and
      any
      such proceeding instituted by the Trustee shall be brought in its own name
      as
      trustee of an express trust, and any recovery of judgment shall, subject to
      Article XIII and after provision for the payment of all the amounts owing the
      Trustee and any predecessor Trustee under Section 6.7, its agents and counsel,
      be for the ratable benefit of the Holders of the Securities in respect of which
      such judgment has been recovered.

     

    SECTION
      5.6.  Application
      of Money Collected.

     

    Any
      money
      or property collected or to be applied by the Trustee with respect to a series
      of Securities pursuant to this Article shall be applied in the following order,
      at the date or dates fixed by the Trustee and, in case of the distribution
      of
      such money or property on account of principal (or premium, if any) or interest
      (including Additional Interest, if any), upon presentation of the Securities
      and
      the notation thereon of the payment if only partially paid and upon surrender
      thereof if fully paid:

     

    FIRST:      To
      the
      payment of all amounts due the Trustee and any predecessor Trustee under Section
      6.7;

     

    SECOND:    
Subject
      to Article XIII, to the payment of all amounts then due and unpaid upon
      Securities of such series for principal (and premium, if any) and interest
      (including Additional Interest, if any) in respect of which or for the benefit
      of which such money has been collected, ratably, without preference or priority
      of any kind, according to the amounts due and payable on such series of
      Securities for principal (and premium, if any) and interest (including
      Additional Interest, if any), respectively; and

     

    THIRD:      The
      balance, if any, to the Person or Persons entitled thereto. 

     

    SECTION
      5.7.  Limitation
      on Suits.

     

    Subject
      to Section 5.8, no Holder of any Securities of any series shall have any right
      to institute any proceeding, judicial or otherwise, with respect to this
      Indenture or for the appointment of a receiver, conservator, assignee, trustee,
      liquidator, sequestrator (or other similar official) or for any other remedy
      hereunder, unless:

     

    (1)  an
      Event
      of Default with respect to Securities of any series has occurred and is
      continuing, and the Company has not paid or deposited with the Trustee all
      amounts then payable;

     

    
      
        
        

      

      
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    (2)  such
      Holder has previously given written notice to the Trustee of a continuing Event
      of Default with respect to the Securities of that series;

     

    (3)  the
      Holders of not less than 25% in aggregate principal amount of the Outstanding
      Securities of that series shall have made written request to the Trustee to
      institute proceedings in respect of such Event of Default in its own name as
      Trustee hereunder;

     

    (4)  such
      Holder or Holders have offered to the Trustee reasonable indemnity against
      the
      costs, expenses and liabilities to be incurred in compliance with such
      request;

     

    (5)  the
      Trustee for 60 days after its receipt of such notice, request and offer of
      indemnity has failed to institute any such proceeding; and

     

    (6)  
      no
      direction inconsistent with such written request has been given to the Trustee
      during such 60-day period by the Holders of a majority in aggregate principal
      amount of the Outstanding Securities of that series; 

     

    it
      being
      understood and intended that no one or more of such Holders shall have any
      right
      in any manner whatever by virtue of, or by availing itself of, any provision
      of
      this Indenture to affect, disturb or prejudice the rights of any other Holders
      of Securities, or to obtain or to seek to obtain priority or preference over
      any
      other of such Holders or to enforce any right under this Indenture, except
      in
      the manner herein provided and for the equal and ratable benefit of all such
      Holders.

     

    SECTION
      5.8.  Unconditional
      Right of Holders to Receive Principal, Premium and Interest; Direct Action
      by
      Holders of Capital Securities.

     

    Notwithstanding
      any other provision in this Indenture, the Holder of any Security of any series
      shall have the right, which is absolute and unconditional, to receive payment
      of
      the principal of (and premium, if any) and (subject to Sections 3.8 and 3.12)
      interest (including Additional Interest, if any) on such Security on the
      respective Stated Maturities expressed in such Security (or in the case of
      redemption, on the Redemption Date) and to institute suit for the enforcement
      of
      any such payment, and such right shall not be impaired without the consent
      of
      such Holder. In the case of Securities of a series issued to an Issuer Trust,
      any registered holder of Capital Securities issued by such Issuer Trust shall,
      to the fullest extent permitted by applicable law, have the right, upon the
      occurrence of an Event of Default described in Sections 5.1(1) or 5.1(2) and
      subject to the same terms and conditions as provided in Section 5.7 above,
      provided
      the term
“Holder” used therein shall be changed for purposes of this sentence to “holder
      of Capital Securities” to institute a suit directly against the Company for
      enforcement of payment to such holder of principal of (and premium, if any)
      and
      (subject to Sections 3.8 and 3.12) interest (including Additional Interest,
      if
      any) on the Securities having a principal amount equal to the aggregate
      Liquidation Amount of such Capital Securities held by such holder.

     

    SECTION
      5.9.  Restoration
      of Rights and Remedies.

     

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

     

    
      
        
        

      

      
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    SECTION
      5.10.  Rights
      and Remedies Cumulative.

     

    Except
      as
      otherwise provided in the last paragraph of Section 3.7, no right or remedy
      herein conferred upon or reserved to the Trustee or the Holders is intended
      to
      be exclusive of any other right or remedy, and every right and remedy shall,
      to
      the extent permitted by law, be cumulative and in addition to every other right
      and remedy given hereunder or now or hereafter existing at law or in equity
      or
      otherwise. The assertion or employment of any right or remedy hereunder, or
      otherwise, shall not prevent the concurrent assertion or employment of any
      other
      appropriate right or remedy.

     

    SECTION
      5.11.  Delay
      or Omission Not Waiver.

     

    No
      delay
      or omission of the Trustee, any Holder of any Security with respect to the
      Securities of the related series or any holder of any Capital Security to
      exercise any right or remedy accruing upon any Event of Default with respect
      to
      the Securities of the related series shall impair any such right or remedy
      or
      constitute a waiver of any such Event of Default or an acquiescence
      therein.

     

    Every
      right and remedy given by this Article, or by law to the Trustee or to the
      Holders and the right and remedy given to the holders of Capital Securities
      by
      Sections 5.2 and 5.8 may be exercised from time to time, and as often as may
      be
      deemed expedient, by the Trustee, the Holders or the holders of Capital
      Securities, as the case may be.

     

    SECTION
      5.12.  Control
      by Holders.

     

    The
      Holders of not less than a majority in aggregate principal amount of the
      Outstanding Securities of any series 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 the Securities of such series, provided
      that:

     

    (1)  such
      direction shall not be in conflict with any rule of law or with this
      Indenture;

     

    (2)  the
      Trustee may take any other action deemed proper by the Trustee that is not
      inconsistent with such direction; and

     

    (3)  subject
      to the provisions of Section 6.1, the Trustee shall have the right to decline
      to
      follow such direction if a Responsible Officer or Officers of the Trustee shall,
      in good faith, determine that the proceeding so directed would be unjustly
      prejudicial to the Holders not joining in any such direction or would involve
      the Trustee in personal liability.

     

    
      
        
        

      

      
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    SECTION
      5.13.  Waiver
      of Past Defaults.

     

    The
      Holders of not less than a majority in aggregate principal amount of the
      Outstanding Securities of any series affected thereby and, in the case of any
      Securities of a series initially issued to an Issuer Trust, the holders of
      a
      majority in aggregate Liquidation Amount of the Capital Securities issued by
      such Issuer Trust may waive any past default hereunder and its consequences
      with
      respect to such series, except a default:

     

    (1)  in
      the
      payment of the principal of (and premium, if any) or interest (including
      Additional Interest, if any) on any Security of such series (unless such default
      has been cured and the Company has paid to or deposited with the Trustee a
      sum
      sufficient to pay all matured installments of interest (including Additional
      Interest, if any) and all principal of (and premium, if any, on) all Securities
      of that series due otherwise than by acceleration); or

     

    (2)  in
      respect of a covenant or provision hereof that under Article IX cannot be
      modified or amended without the consent of each Holder of any Outstanding
      Security of such series affected.

     

    Any
      such
      waiver shall be deemed to be on behalf of the Holders of all the Securities
      of
      such series, or in the case of any Securities of a series initially issued
      to an
      Issuer Trust, shall be deemed to be a waiver by holders of Capital Securities
      issued by such Issuer Trust, by all holders of Capital Securities issued by
      such
      Issuer Trust.

     

    Upon
      any
      such waiver, such default shall cease to exist, and any Event of Default arising
      therefrom shall be deemed to have been cured, for every purpose of this
      Indenture, but no such waiver shall extend to any subsequent or other default
      or
      Event of Default or impair any right consequent thereon.

     

    SECTION
      5.14.  Undertaking
      for Costs.

     

    All
      parties to this Indenture agree, and each Holder of any Security by his
      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,
      against any party litigant in such suit, having due regard to the merits and
      good faith of the claims or defenses made by such party litigant, but the
      provisions of this Section shall not apply to any suit instituted by the
      Trustee, to any suit instituted by any Holder, or group of Holders, holding
      in
      the aggregate more than 10% in aggregate principal amount of the Outstanding
      Securities of any series, or to any suit instituted by any Holder for the
      enforcement of the payment of the principal of (and premium, if any) or interest
      (including Additional Interest, if any) on any Security on or after the
      respective Stated Maturities expressed in such Security, or in the case of
      any
      redemption, on or after the Redemption Date for the enforcement of the payment
      of the Redemption Price or the right to exchange such Securities for Capital
      Securities, as provided herein or in the related Trust Agreement.

     

    
      
        
        

      

      
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    SECTION
      5.15.  Waiver
      of Usury, Stay or Extension Laws.

     

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

     

    ARTICLE
      VI.

    THE
      TRUSTEE

     

    SECTION
      6.1.  Certain
      Duties and Responsibilities.

     

    (a)  Except
      during the continuance of an Event of Default,

     

    (1)  the
      Trustee undertakes to perform such duties and only such duties as are
      specifically set forth in this Indenture, and no implied covenants or
      obligations shall be read into this Indenture against the Trustee;
      and

     

    (2)  in
      the
      absence of bad faith on its part, the Trustee may conclusively rely, as to
      the
      truth of the statements and the correctness of the opinions expressed therein,
      upon 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 that by any provisions 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 to the requirements of this
      Indenture.

     

    (b)  In
      case
      an Event of Default has occurred and is continuing, 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 his or her own
      affairs.

     

    (c)  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

     

    (1)  this
      subsection shall not be construed to limit the effect of subsection (a) of
      this
      Section;

     

    
      
        
        

      

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

     

    (3)  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 Holders pursuant
      to Section 5.12 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 with respect to the
      Securities of a series.

     

    (d)  No
      provision of this Indenture shall require the Trustee to expend or risk its
      own
      funds or otherwise incur any financial liability in the performance of any
      of
      its duties hereunder, or in the exercise of any of its rights or powers, if
      there shall be reasonable grounds for believing that repayment of such funds
      or
      adequate indemnity against such risk or liability is not reasonably assured
      to
      it.

     

    (e)  Whether
      or not therein expressly so provided, every provision of this Indenture relating
      to the conduct or affecting the liability of or affording protection to the
      Trustee shall be subject to the provisions of this Section.

     

    SECTION
      6.2.  Notice
      of Defaults.

     

    Within
      90
      days after actual knowledge by a Responsible Officer of the Trustee of the
      occurrence of any default hereunder with respect to the Securities of any
      series, the Trustee shall transmit by mail to all Holders of Securities of
      such
      series, as their names and addresses appear in the Securities Register, notice
      of such default, unless such default shall have been cured or waived;
provided,
      however,
      except
      in the case of a default in the payment of the principal of (and premium, if
      any) or interest (including Additional Interest, if any) on any Security of
      such
      series, the Trustee shall be protected in withholding such notice if and so
      long
      as the board of directors, the executive committee or a trust committee of
      directors and/or Responsible Officers of the Trustee in good faith determines
      that the withholding of such notice is in the interests of the Holders of
      Securities of such series; and provided
      further,
      in the
      case of any default of the character specified in Section 5.1(3), no such notice
      to Holders of Securities of such series shall be given until at least 30 days
      after the occurrence thereof. For the purpose of this Section, the term
“default”
means
      any event that is, or after notice or lapse of time or both would become, an
      Event of Default with respect to Securities of such series.

     

    SECTION
      6.3.  Certain
      Rights of Trustee.

     

    Subject
      to the provisions of Section 6.1:

    


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

     

    
      
        
        

      

      
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    (b)  any
      request or direction of the Company mentioned herein shall be sufficiently
      evidenced by a Company Request or Company Order and any resolution of the Board
      of Directors maybe sufficiently evidenced by a Board Resolution;

     

    (c)  whenever
      in the administration of this Indenture the Trustee shall deem it desirable
      that
      a matter be proved or established prior to taking, suffering or omitting any
      action hereunder, the Trustee (unless other evidence be herein specifically
      prescribed) may, in the absence of bad faith on its part, rely upon an Officers’
Certificate;

     

    (d)  the
      Trustee may consult with counsel and the advice of such counsel or any 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
      reliance thereon;

     

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

     

    (f)  the
      Trustee shall not be bound to make any investigation into the facts or matters
      stated in any resolution, certificate, statement, instrument, opinion, report,
      notice, request, direction, consent, order, bond, indenture, Security or other
      paper or document, but the Trustee in its discretion may make such inquiry
      or
      investigation into such facts or matters as it may see fit, and, if the Trustee
      shall determine to make such inquiry or investigation, it shall be entitled
      to
      examine the books, records and premises of the Company, personally or by agent
      or attorney; and

     

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

     

    SECTION
      6.4.  Not
      Responsible for Recitals or Issuance of Securities.

     

    The
      recitals contained herein and in the Securities, except the Trustee’s
      certificates of authentication, shall be taken as the statements of the Company,
      and neither the Trustee nor any Authenticating Agent assumes any responsibility
      for their correctness. The Trustee makes no representations as to the validity
      or sufficiency of this Indenture or of the Securities of any series or of the
      Capital Securities. Neither the Trustee nor any Authenticating Agent shall
      be
      accountable for the use or application by the Company of the Securities or
      the
      proceeds thereof.

     

    SECTION
      6.5.  May
      Hold Securities.

     

    The
      Trustee, any Authenticating Agent, any Paying Agent, any Securities Registrar
      or
      any other agent of the Company, in its individual or any other capacity, may
      become the owner or pledgee of Securities and, subject to Sections 6.8 and
      6.13,
      may otherwise deal with the Company with the same rights it would have if it
      were not Trustee, Authenticating Agent, Paying Agent, Securities Registrar
      or
      such other agent.

     

    
      
        
        

      

      
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    SECTION
      6.6.  Money
      Held in Trust.

     

    Money
      held by the Trustee in trust hereunder need not be segregated from other funds
      except to the extent required by law. The Trustee shall be under no liability
      for interest on any money received by it hereunder except as otherwise agreed
      with the Company.

     

    SECTION
      6.7.  Compensation
      and Reimbursement.

     

    (a)  The
      Company agrees to pay to the Trustee from time to time reasonable compensation
      for all services rendered by it hereunder in such amounts as the Company and
      the
      Trustee shall agree from time to time (which compensation shall not be limited
      by any provision of law in regard to the compensation of a trustee of an express
      trust).

     

    (b)  The
      Company agrees to reimburse the Trustee upon its request for all reasonable
      expenses, disbursements and advances incurred or made by the Trustee in
      accordance with any provision of this Indenture (including the reasonable
      compensation and the expenses and disbursements of its agents and counsel),
      except any such expense, disbursement or advance as may be attributable to
      its
      negligence or bad faith.

     

    (c)  Since
      the
      Issuer Trust is being formed solely to facilitate an investment in the Trust
      Securities, the Company, as Depositor of the Issuer Trust under the Trust
      Agreement, hereby covenants to pay all debts and obligations (other than with
      respect to the Capital Securities and the Common Securities) and all reasonable
      costs and expenses of the Issuer Trust (including without limitation all
      reasonable costs and expenses relating to the organization of the Issuer Trust,
      the fees and expenses of the trustees and all costs and expenses relating to
      the
      operation of the Issuer Trust) and to pay any and all taxes, duties, assessments
      or governmental charges of whatever nature (other than withholding taxes)
      imposed on the Issuer Trust by the United States, or any taxing authority,
      so
      that the net amounts received and retained by the Issuer Trust and the Property
      Trustee after paying such expenses will be equal to the amounts the Issuer
      Trust
      and the Property Trustee would have received had no such costs or expenses
      been
      incurred by or imposed on the Issuer Trust. The foregoing obligations of the
      Company are for the benefit of, and shall be enforceable by, any person to
      whom
      any such debts, obligations, costs, expenses and taxes are owed (each, a
“Creditor”),
      whether or not such Creditor has received notice thereof. Any such Creditor
      may
      enforce such obligations directly against the Company, and the Company
      irrevocably waives any right or remedy to require that any such Creditor take
      any action against the Issuer Trust or any other person before proceeding
      against the Company. The Company shall execute such additional agreements as
      may
      be necessary or desirable to give full effect to the foregoing.

     

    (d)  The
      Company shall indemnify the Trustee for, and hold it harmless against, any
      loss,
      liability or expense (including the reasonable compensation and the expenses
      and
      disbursements of its agents and counsel) incurred without negligence or bad
      faith, arising out of or in connection with the acceptance or administration
      of
      this trust or the performance of its duties hereunder, including the reasonable
      costs and expenses of defending itself against any claim or liability in
      connection with the exercise or performance of any of its powers or duties
      hereunder. This indemnification shall survive the termination of this Indenture
      or the resignation or removal of the Trustee.

     

    
      
        
        

      

      
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    When
      the
      Trustee incurs expenses or renders services after an Event of Default specified
      in Section 5.1(4) or 5.1(5) occurs, the expenses and the compensation for the
      services are intended to constitute expenses of administration under the
      Bankruptcy Code.

     

    SECTION
      6.8.  Disqualification;
      Conflicting Interests.

     

    The
      Trustee for the Securities of any series issued hereunder shall be subject
      to
      the provisions of Section 310(b) of the Trust Indenture Act. Nothing herein
      shall prevent the Trustee from filing with the Commission the application
      referred to in the second to last paragraph of said Section 310(b). To the
      extent permitted by the Trust Indenture Act, the Trustee shall not be deemed
      to
      have a conflicting interest with respect to Securities of any series by virtue
      of being a trustee under this Indenture with respect to any other series
      hereunder. The Trust Agreement and the Guarantee Agreement shall be deemed
      to be
      specifically described in this Indenture for purposes of clause (i) of the
      first
      proviso contained in Section 310(b) of the Trust Indenture Act.

     

    SECTION
      6.9.  Corporate
      Trustee Required; Eligibility. 

     

    There
      shall at all times be a Trustee hereunder which shall be:

     

    (a)     
      an
      entity
      organized and doing business under the laws of the United States of America
      or
      of any state or territory thereof or of the District of Columbia, authorized
      under such laws to exercise corporate trust powers and subject to supervision
      or
      examination by Federal, state, territorial or District of Columbia authority;
      or

     

    (b)     
      an
      entity
      or other Person organized and doing business under the laws of a foreign
      government that is permitted to act as Trustee pursuant to a rule, regulation
      or
      order of the Commission, authorized under such laws to exercise corporate trust
      powers, and subject to supervision or examination by authority of such foreign
      government or a political subdivision thereof substantially equivalent to
      supervision or examination applicable to United States institutional trustees;
      

     

    in
      either
      case having a combined capital and surplus of at least $50,000,000 and subject
      to supervision or examination by Federal or state authority. If such entity
      publishes reports of condition at least annually, pursuant to law or to the
      requirements of the aforesaid supervising or examining authority, then, for
      the
      purposes of this Section, the combined capital and surplus of such entity 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 the Trustee shall cease to
      be
      eligible in accordance with the provisions of this Section, it shall resign
      immediately in the manner and with the effect hereinafter specified in this
      Article. Neither the Company nor any Person directly or indirectly controlling,
      controlled by or under common control with the Company shall serve as Trustee
      for the Securities of any series issued hereunder.

     

    
      
        
        

      

      
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    SECTION
      6.10.  Resignation
      and Removal; Appointment of Successor.

     

    (a)  No
      resignation or removal of the Trustee and no appointment of a successor Trustee
      pursuant to this Article shall become effective until the acceptance of
      appointment by the successor Trustee under Section 6.11.

     

    (b)  The
      Trustee may resign at any time with respect to the Securities of one or more
      series by giving written notice thereof to the Company. If an instrument of
      acceptance by a successor Trustee shall not have been delivered to the Trustee
      within 30 days after the giving of such notice of resignation, the resigning
      Trustee may petition any court of competent jurisdiction for the appointment
      of
      a successor Trustee with respect to the Securities of such series.

     

    (c)  The
      Trustee may be removed at any time with respect to the Securities of any series
      by Act of the Holders of a majority in aggregate principal amount of the
      Outstanding Securities of such series, delivered to the Trustee and to the
      Company.

     

    (d)  If
      at any
      time:

     

    (1)  the
      Trustee shall fail to comply with Section 6.8 after written request therefor
      by
      the Company or by any Holder who has been a bona fide Holder of a Security
      for
      at least six months; or

     

    (2)  the
      Trustee shall cease to be eligible under Section 6.9 and shall fail to resign
      after written request therefor by the Company or by any such Holder;
      or

     

    (3)  the
      Trustee shall become incapable of acting or shall be adjudged a bankrupt or
      insolvent or a receiver, conservator, liquidator or similar official 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, receivership, conservation, winding up or
      liquidation;

     

    then,
      in
      any such case, (i) the Company, acting pursuant to the authority of a Board
      Resolution, may remove the Trustee with respect to the Securities of all series
      issued hereunder, or (ii) subject to Section 5.14, any Holder who has been
      a
      bona fide Holder of a Security for at least six months may, on behalf of such
      Holder and all others similarly situated, petition any court of competent
      jurisdiction for the removal of the Trustee with respect to the Securities
      of
      all series issued hereunder and the appointment of a successor Trustee or
      Trustees.

     

    (e)  If
      the
      Trustee shall resign, be removed or become incapable of acting, or if a vacancy
      shall occur in the office of Trustee for any cause with respect to the
      Securities of one or more series, the Company, by a Board Resolution, shall
      promptly appoint a successor Trustee with respect to the Securities of that
      or
      those series. If, within one year after such resignation, removal or
      incapability, or the occurrence of such vacancy, a successor Trustee with
      respect to the Securities of any series shall be appointed by Act of the Holders
      of a majority in aggregate principal amount of the Outstanding Securities of
      such series delivered to the Company and the retiring Trustee, the successor
      Trustee so appointed shall, forthwith upon its acceptance of such appointment,
      become the successor Trustee with respect to the Securities of such series
      and
      supersede the successor Trustee appointed by the Company. If no successor
      Trustee with respect to the Securities of any series shall have been so
      appointed by the Company or the Holders and accepted appointment in the manner
      hereinafter provided, any Holder who has been a bona fide Holder of a Security
      of such series for at least six months may, subject to Section 5.14, on behalf
      of such Holder and all others similarly situated, petition any court of
      competent jurisdiction for the appointment of a successor Trustee with respect
      to the Securities of such series.

     

    
      
        
        

      

      
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    (f)  The
      Company shall give notice of each resignation and each removal of the Trustee
      with respect to the Securities of any series and each appointment of a successor
      Trustee with respect to the Securities of any series by mailing written notice
      of such event by first-class mail, postage prepaid, to the Holders of Securities
      of such series as their names and addresses appear in the Securities Register.
      Each notice shall include the name of the successor Trustee with respect to
      the
      Securities of such series and the address of its Corporate Trust
      Office.

     

    SECTION
      6.11.  Acceptance
      of Appointment by Successor.

     

    (a)  In
      case
      of the appointment hereunder of a successor Trustee with respect to all
      Securities, every such successor Trustee so appointed shall execute, acknowledge
      and deliver to the Company and to the retiring Trustee an instrument accepting
      such appointment, and thereupon the resignation or removal of the retiring
      Trustee shall become effective and such successor Trustee, without any further
      act, deed or conveyance, shall become vested with all the rights, powers, trusts
      and duties of the retiring Trustee; but, on the request of the Company or the
      successor Trustee, such retiring Trustee shall, upon payment of its charges,
      execute and deliver an instrument transferring to such successor Trustee all
      the
      rights, powers and trusts of the retiring Trustee and shall duly assign,
      transfer and deliver to such successor Trustee all property and money held
      by
      such retiring Trustee hereunder.

     

    (b)  In
      case
      of the appointment hereunder of a successor Trustee with respect to the
      Securities of one or more (but not all) series, the Company, the retiring
      Trustee and each successor Trustee with respect to the Securities of one or
      more
      series shall execute and deliver an indenture supplemental hereto wherein each
      successor Trustee shall accept such appointment and which (1) shall contain
      such
      provisions as shall be necessary or desirable to transfer and confirm to, and
      to
      vest in, each successor Trustee all the rights, powers, trusts and duties of
      the
      retiring Trustee with respect to the Securities of that or those series to
      which
      the appointment of such successor Trustee relates, (2) if the retiring Trustee
      is not retiring with respect to all Securities, 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 Securities of
      that
      or those series as to which the retiring Trustee is not retiring shall continue
      to be vested in the retiring Trustee, and (3) 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 trusts hereunder by more than one Trustee, it being
      understood that nothing herein or in such supplemental indenture shall
      constitute such Trustees or 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; and upon
      the execution and delivery of such supplemental indenture the resignation or
      removal of the retiring Trustee shall become effective to the extent provided
      therein and each removal of the retiring Trustee, without any further act,
      deed
      or conveyance, shall become vested with all the rights, powers, trusts, and
      duties of the retiring Trustee with respect to the Securities of that or those
      series to which the appointment of such successor Trustee relates; but, on
      request of the Company or any successor Trustee, such retiring Trustee shall
      duly assign, transfer and deliver to such successor Trustee all property and
      money held by such retiring Trustee hereunder with respect to the Securities
      of
      that or those series to which the appointment of such successor Trustee
      relates.

     

    
      
        
        

      

      
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    (c)  Upon
      request of any such successor Trustee, the Company shall execute any and all
      instruments for more fully and certainly vesting in and confirming to such
      successor Trustee all rights, powers and trusts referred to in paragraphs (a)
      or
      (b) of this Section 6.11, as the case may be.

     

    (d)  No
      successor Trustee shall accept its appointment unless, at the time of such
      acceptance, such successor Trustee shall be qualified and eligible under this
      Article VI.

     

    SECTION
      6.12.  Merger,
      Conversion, Consolidation or Succession to Business.

     

    Any
      entity into which the Trustee may be merged or converted or with which it may
      be
      consolidated, or any entity resulting from any merger, conversion or
      consolidation to which the Trustee shall be a party, or any entity succeeding
      to
      all or substantially all of the corporate trust business of the Trustee, shall
      be the successor of the Trustee hereunder, provided
      such
      entity shall be otherwise qualified and eligible under this Article, without
      the
      execution or filing of any paper or any further act on the part of any of the
      parties hereto. In case any Securities shall have been authenticated, but not
      delivered, by the Trustee then in office, any successor by merger, conversion
      or
      consolidation to such authenticating Trustee may adopt such authentication
      and
      deliver the Securities so authenticated, and in case any Securities shall not
      have been authenticated, any successor to the Trustee may authenticate such
      Securities either in the name of any predecessor Trustee or in the name of
      such
      successor Trustee, and in all cases the certificate of authentication shall
      have
      the full force which it is provided anywhere in the Securities or in this
      Indenture that the certificate of the Trustee shall have.

     

    SECTION
      6.13.  Preferential
      Collection of Claims Against Company.

     

    If
      and
      when the Trustee shall be or become a creditor of the Company (or any other
      obligor upon the Securities), the Trustee shall be subject to the provisions
      of
      the Trust Indenture Act regarding the collection of claims against the Company
      (or any such other obligor).

     

    SECTION
      6.14.  Appointment
      of Authenticating Agent

     

    The
      Trustee may appoint an Authenticating Agent or Agents with respect to one or
      more series of Securities, which shall be authorized to act on behalf of the
      Trustee to authenticate Securities of such series issued upon original issue
      and
      upon exchange, registration of transfer or partial redemption thereof or
      pursuant to Section 3.6, and Securities so authenticated shall be entitled
      to
      the benefits of this Indenture and shall be valid and obligatory for all
      purposes as if authenticated by the Trustee hereunder. Wherever reference is
      made in this Indenture to the authentication and delivery of Securities by
      the
      Trustee or the Trustee’s certificate of authentication, such reference shall be
      deemed to include authentication and delivery on behalf of the Trustee by an
      Authenticating Agent. Each Authenticating Agent shall be acceptable to the
      Company and shall at all times be an entity organized and doing business under
      the laws of the United States of America, 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 not less than
      $50,000,000 and subject to supervision or examination by Federal or state
      authority. If such Authenticating Agent publishes reports of condition at least
      annually, pursuant to law or to the requirements of said supervising or
      examining authority, then for the purposes of this Section the combined capital
      and surplus of such Authenticating Agent 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, such Authenticating Agent shall
      resign immediately in the manner and with the effect specified in this
      Section.

     

    
      
        
        

      

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

     

    An
      Authenticating Agent may resign at any time by giving written notice thereof
      to
      the Trustee and to the Company. The Trustee may at any time terminate the agency
      of an Authenticating Agent by giving written notice thereof 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 such
      Authenticating Agent shall cease to be eligible in accordance with the
      provisions of this Section, the Trustee may appoint a successor Authenticating
      Agent, which shall be acceptable to the Company and shall give notice of such
      appointment in the manner provided in Section 1.6 to all Holders of Securities
      of the series with respect to which such Authenticating Agent will serve. My
      successor Authenticating Agent upon acceptance hereunder shall become vested
      with all the rights, powers and duties of its predecessor hereunder, with like
      effect as if originally named as an Authenticating Agent. No successor
      Authenticating Agent shall be appointed unless eligible under the provision
      of
      this Section.

     

    The
      Company agrees to pay to each Authenticating Agent from time to time reasonable
      compensation for its services under this Section, and the Trustee shall be
      entitled to be reimbursed for such payment, subject to the provisions of Section
      6.7.

     

    
      
        
        

      

      
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    If
      an
      appointment with respect to one or more series is made pursuant to this Section,
      the Securities of such series may have endorsed thereon, in addition to the
      Trustee’s certificate of authentication, an alternative certificate of
      authentication in the following form:

     

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

    
      	 	 	 
	Dated:
              __________________________________	
              WILMINGTON
                TRUST COMPANY,

              as
                Trustee

            
	 
 	 
 	 
 
	
            	By:  	 
	 	 	
              
As
              Authenticating Agent for the Trustee
	 	 	 
	 	
            
	 	By: 	
              

              Name
                of Authorized Officer

              Title:

            


    

     

    ARTICLE
      VII.

    HOLDER’S
      LISTS AND REPORTS BY TRUSTEE,

    PAYING
      AGENT AND COMPANY

     

    SECTION
      7.1.  Company
      to Furnish Trustee Names and Addresses of Holders.

     

    The
      Company will furnish or cause to be furnished to the Trustee with respect to
      Securities of each series for which it acts as Trustee hereunder:

     

    (a)  quarterly,
      not more than 15 days after each regular record date for each Interest Payment
      Date in each year, a list, in such form as the Trustee may reasonably require,
      of the names and addresses of the Holders as of each such record date;
      and

     

    (b)  at
      such
      other times as the Trustee may request in writing, within 30 days after the
      receipt by the Company of any such request, a list of similar form and content
      as of a date not more than 15 days prior to the time such list is furnished;
      provided,
      however,
      no such
      list need be furnished, if and so long as the Trustee is the Securities
      Registrar.

     

    SECTION
      7.2.  Preservation
      of Information; Communications to Holders.

     

    (a)  The
      Trustee shall preserve, in as current a form as is reasonably practicable,
      the
      names and addresses of Holders contained in the most recent list furnished
      to
      the Trustee as provided in Section 7.1 and the names and addresses of Holders
      received by the Trustee in its capacity as Securities Registrar. The Trustee
      may
      destroy any list furnished to it as provided in Section 7.1 upon receipt of
      a
      new list so furnished.

     

    (b)  The
      rights of Holders to communicate with other Holders with respect to their rights
      under this Indenture or under the Securities, and the corresponding rights
      and
      privileges of the Trustee, shall be as provided in the Trust Indenture
      Act.

     

    
      
        
        

      

      
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    (c)  Every
      Holder of Securities, by receiving and holding the same, agrees with the Company
      and the Trustee that neither the Company nor the Trustee nor any agent of either
      of them shall be held accountable by reason of the disclosure of information
      as
      to the names and addresses of the Holders made pursuant to the Trust Indenture
      Act.

     

    SECTION
      7.3.  Reports
      by Trustee and Paying Agent.

     

    (a)  The
      Trustee shall transmit to Holders such reports concerning the Trustee and its
      actions under this Indenture as may be required pursuant to the Trust Indenture
      Act, at the times and in the manner provided pursuant thereto.

     

    (b)  Reports
      so required to be transmitted at stated intervals of not more than 12 months
      shall be transmitted no later than January 31 in each calendar year, commencing
      with the first January 31 after the first issuance of Securities under this
      Indenture.

     

    (c)  A
      copy of
      each such report shall, at the time of such transmission to Holders, be filed
      by
      the Trustee with each securities exchange, if any, upon which any Securities
      are
      listed, and also with the Commission, if and to the extent then required by
      the
      Commission’s rules and regulations. The Company will notify the Trustee when any
      Securities are listed on any securities exchange.

     

    (d)  The
      Paying Agent shall comply with all withholding, backup withholding, tax and
      information reporting requirements under the Internal Revenue Code of 1986,
      as
      amended, and the Treasury Regulations issued thereunder with respect to payments
      on, or with respect to, the Securities.

     

    SECTION
      7.4.  Reports
      by Company.

     

    The
      Company shall file or cause to be filed with the Trustee and with the
      Commission, if and to the extent then required by the Commission’s rules and.
      regulations, and transmit to Holders, such information, documents and other
      reports, and such summaries thereof, as may be required pursuant to the Trust
      Indenture Act at the times and in the manner provided in the Trust Indenture
      Act, if this Indenture is then qualified under and subject to the Trust
      Indenture Act. In the case of information, documents or reports required to
      be
      filed with the Commission pursuant to Section 13(a) or Section 15(d) of the
      Exchange Act, the Company shall file or cause the filing of such information
      documents or reports with the Trustee within 15 days after the same are required
      to be filed with the Commission. Annually, by April 30 of each year, the Company
      will file with the Trustee a certificate of compliance with all conditions
      and
      covenants applicable to the Company hereunder.

     

    ARTICLE
      VIII.

    CONSOLIDATION,
      MERGER, CONVEYANCE, TRANSFER OR LEASE

     

    SECTION
      8.1.  Company
      May Consolidate, Etc., Only on Certain Terms.

     

    The
      Company shall not consolidate with or merge into any other Person or convey,
      transfer or lease its properties and assets substantially as an entirety to
      any
      Person, unless:

     

    (1)  the
      Person resulting from such consolidation or merger or the Person to which the
      Company conveys, transfers or leases its properties and assets substantially
      as
      an entirety shall be an entity organized and existing under the laws of the
      United States of America or any state thereof or the District of Columbia and
      shall expressly assume, by an indenture supplemental hereto, executed and
      delivered to the Trustee, in form satisfactory to the Trustee, the due and
      punctual payment of the principal of (and premium, if any), interest (including
      Additional Interest, if any) and Additional Sums, if any, on all the Securities
      of every series and the performance of every covenant of this Indenture on the
      part of the Company to be performed or observed; provided,
      however,
      nothing
      herein shall be deemed to restrict or prohibit, and no supplemental indenture
      shall be required in the case of, the merger of a Principal Subsidiary with
      and
      into a Principal Subsidiary or the Company, the consolidation of Principal
      Subsidiaries into a Principal Subsidiary or the Company, or the sale or other
      disposition of all or substantially all of the assets of any Principal
      Subsidiary to another Principal Subsidiary or the Company, if, in any such
      case
      in which the surviving, resulting or acquiring entity is not the Company, the
      Company would own, directly or indirectly, at least 80% of the voting securities
      of the Principal Subsidiary (and in the case of any other Principal Subsidiary,
      any voting securities of which are owned, directly or indirectly, by such
      Principal Subsidiary) surviving such merger, resulting from such consolidation
      or acquiring such assets;

     

    
      
        
        

      

      
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    (2)  immediately
      after giving effect to such transaction, no Event of Default, and no event
      that,
      after notice or lapse of time, or both, would constitute an Event of Default,
      shall have occurred and be continuing; and

     

    (3)  the
      Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
      Counsel, each stating that such consolidation, merger, conveyance, transfer
      or
      lease and any such supplemental indenture comply with this Article and that
      all
      conditions precedent herein provided for relating to such transaction have
      been
      complied with and met. The Trustee, subject to Section 6.1, may rely upon such
      Officers’ Certificates and Opinions of Counsel as conclusive evidence that such
      transaction complies with this Section 8.1.

     

    SECTION
      8.2.  Successor
      Company Substituted.

     

    Upon
      any
      consolidation or merger by the Company with or into any other Person, or any
      conveyance, transfer or lease by the Company of its properties and assets
      substantially as an entirety to any Person in accordance with Section 8.1,
      the
      successor entity formed by such consolidation or into which the Company is
      merged or to which such conveyance, transfer or lease is made shall succeed
      to,
      and be substituted for, and may exercise every right and power of, the Company
      under this Indenture with the same effect as if such successor Person had been
      named as the Company herein; and in the event of any conveyance, transfer or
      lease of the Company’s properties and assets substantially as an entirety and
      not as part of a merger or consolidation, the Company shall be discharged from
      all obligations and covenants under the Indenture and the
      Securities.

     

    
      
        
        

      

      
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        Such
          successor Person may cause to be executed, and may issue either in its
          own name
          or in the name of the Company, any or all of the Securities issuable hereunder
          that theretofore shall not have been signed by the Company and delivered
          to the
          Trustee; and, upon the order of such successor Person instead of the Company
          and
          subject to all the terms, conditions and limitations in this Indenture
          prescribed, the Trustee shall authenticate and shall deliver any Securities
          that
          previously shall have been signed and delivered by the officers of the
          Company
          to the Trustee for authentication pursuant to such provisions and any Securities
          that such successor Person thereafter shall cause to be executed and delivered
          to the Trustee on its behalf for the purpose pursuant to such provisions.
          All
          the Securities so issued shall in all respects have the same legal rank
          and
          benefit under this Indenture as the Securities theretofore or thereafter
          issued
          in accordance with the terms of this Indenture.

      

       

    

    In
      case
      of any such consolidation, merger, sale, conveyance or lease, such changes
      in
      phraseology and form may be made in the Securities thereafter to be issued
      as
      may be appropriate.

     

    ARTICLE
      IX.

    SUPPLEMENTAL
      INDENTURES

     

    SECTION
      9.1.  Supplemental
      Indentures Without Consent of Holders.

     

    Without
      the consent of any Holders, the Company, when authorized by a Board Resolution,
      and the Trustee, at any time and from time to time, may amend or waive any
      provision of this Indenture or may enter into one or more indentures
      supplemental hereto, in form satisfactory to the Trustee, for any of the
      following purposes:

     

    (1)  to
      evidence the succession of another Person to the Company, and the assumption
      by
      any such successor of the covenants of the Company herein and in the Securities
      contained; or

     

    (2)  to
      convey, transfer, assign, mortgage or pledge any property to or with the
      Trustee, or to surrender any right or power herein conferred upon the Company;
      or

     

    (3)  to
      establish the form or terms of Securities of any series as permitted by Sections
      2.1 or 3.1; or

     

    (4)  to
      facilitate the issuance of Securities of any series in certificated or other
      definitive form; or

     

    (5)  to
      add to
      the covenants of the Company for the benefit of the Holders of all or any series
      of Securities (and if such covenants are to be for the benefit of less than
      all
      series of Securities, stating that such covenants are expressly being included
      solely for the benefit of the series specified), or to surrender any right
      or
      power herein conferred upon the Company; or

     

    (6)  to
      add
      any additional Events of Default for the benefit of the Holders of all or any
      series of Securities (and if such additional Events of Defaults are to be for
      the benefit of less than all series of Securities, stating that such additional
      Events of Default are expressly being included solely for the benefit of the
      series specified); or

     

    
      
        
        

      

      
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    (7)  to
      change
      or eliminate any of the provisions of this Indenture, provided
      that any
      such change or elimination shall (a) become effective only when there is no
      Security Outstanding of any series created prior to the execution of such
      supplemental indenture that is entitled to the benefit of such provision or
      (b)
      not apply to any Outstanding Securities; or

     

    (8)  to
      cure
      any ambiguity, to correct or supplement any provision herein that may be
      defective or inconsistent with any other provision herein or in any Trust
      Agreement establishing an Issuer Trust to which Securities have been or are
      to
      be issued, or to make any other provisions with respect to matters or questions
      arising under this Indenture, provided
      that
      such
      action pursuant to this clause (8) shall not adversely affect the (i) interests
      of the Holders of Securities of any series in any material respect or, (ii)
      in
      the case of the Securities of a series issued to an Issuer Trust and for so
      long
      as any of the corresponding series of Capital Securities issued by such Issuer
      Trust shall remain outstanding, the interests of holders of such Capital
      Securities; or

     

    (9)  to
      evidence and provide for the acceptance of appointment hereunder by a successor
      Trustee with respect to the Securities of one or more series and to add to
      or
      change any of the provisions of this Indenture as shall be necessary to provide
      for or facilitate the administration of the trusts hereunder by more than one
      Trustee, pursuant to the requirements of Section 6.11(b); or

     

    (10)  to
      comply
      with the requirements of the Commission in order to effect or maintain the
      qualification of this Indenture under the Trust Indenture Act.

     

    SECTION
      9.2.  Supplemental
      Indentures with Consent of Holders.

     

    With
      the
      consent of the Holders of not less than a majority in aggregate principal amount
      of the Outstanding Securities of each series affected by such supplemental
      indenture, by Act of said Holders delivered to the Company and the Trustee,
      the
      Company, when authorized by a Board Resolution, and the Trustee may enter into
      an indenture or indentures supplemental hereto for the purpose of adding any
      provisions to or changing in any manner or eliminating any of the provisions
      of
      this Indenture or of modifying in any manner the rights of the Holders of
      Securities of such series under this Indenture; provided
      no such
      supplemental indenture shall, without the consent of the Holder of each
      Outstanding Security of each series affected thereby,

     

    (1)  change
      the Stated Maturity of the principal of, or any installment of interest
      (including any Additional Interest) on, any Security, or reduce the principal
      amount thereof or the rate of interest thereon or any premium payable upon
      the
      redemption thereof, or reduce the amount of principal of a Discount Security
      that would be due and payable upon a declaration of acceleration of the Maturity
      thereof pursuant to Section 5.2, change any obligation of the Company to pay
      Additional Sums pursuant to Section 10.6 hereof (except as contemplated by
      Section 8.1 and permitted by Section 9.1(1)), or change the place of payment
      where, or the coin or currency in which, any Security or interest thereon or
      any
      other sum is payable, or impair the right to institute suit for the enforcement
      of any such payment on or after the Stated Maturity thereof (or, in the case
      of
      redemption, on or after the Redemption Date), or

     

    
      
        
        

      

      
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    (2)  reduce
      the percentage in aggregate principal amount of the Outstanding Securities
      of
      any series, the consent of whose Holders is required for any such supplemental
      indenture, or the consent of whose Holders is required for any waiver (of
      compliance with certain provisions of this Indenture or certain defaults
      hereunder and their consequences) provided for in this Indenture,
      or

     

    (3)  modify
      any of the provisions of this Section, Section 5.13 or Section 10.5, except
      to
      increase any such percentage or to provide that certain other provisions of
      this
      Indenture cannot be modified or waived without the consent of the Holder of
      each
      Security affected thereby;

     

    provided,
      further,
      that,
      in the case of the Securities of a series issued to an Issuer Trust, so long
      as
      any of the corresponding series of Capital Securities issued by such Issuer
      Trust remains outstanding, (i) no such amendment shall be made that adversely
      affects the holders of such Capital Securities in any material respect, and
      no
      termination of this Indenture shall occur, and no waiver of any Event of Default
      or compliance with any covenant under this Indenture shall be effective, without
      the prior consent of the holders of at least a majority of the aggregate
      Liquidation Amount of such Capital Securities then outstanding, unless and
      until
      the principal of (and premium, if any, on) the Securities of such series and
      all
      accrued and (subject to Section 3.8) unpaid interest (including Additional
      Interest, if any) thereon have been paid in full, and (ii) no amendment shall
      be
      made to Section 5.8 of this Indenture that would impair the rights of the
      holders of Capital Securities issued by an Issuer Trust provided therein without
      the prior consent of the holders of each such Capital Security then outstanding
      unless and until the principal of (and premium, if any, on) the Securities
      of
      such series and all accrued and (subject to Section 3.8) unpaid interest
      (including Additional Interest, if any) thereon have been paid in
      full.

     

    A
      supplemental indenture that changes or eliminates any covenant or other
      provision of this Indenture that has expressly been included solely for the
      benefit of one or more particular series of Securities or any corresponding
      series of Capital Securities of an Issuer Trust that holds the Securities of
      any
      series, or that modifies the rights of the Holders of Securities of such series
      or the holders of such Capital Securities of such corresponding series with
      respect to such covenant or other provision, shall be deemed not to affect
      the
      rights under this Indenture of the Holders of Securities of any other series
      or
      the holders of Capital Securities of any other such corresponding
      series.

     

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

     

    
      
        
        

      

      
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    SECTION
      9.3.  Execution
      of Supplemental Indentures.

     

    In
      executing or accepting the additional trusts created by any supplemental
      indenture permitted by this Article or the modifications thereby of the trusts
      created by this Indenture, the Trustee shall be entitled to receive, and
      (subject to Section 6.1) shall be fully protected in relying upon, an Officers’
Certificate and an Opinion of Counsel stating that the execution of such
      supplemental indenture is authorized or permitted by this Indenture, and that
      all conditions precedent herein provided for relating to such action have been
      complied with. The Trustee may, but shall not be obligated to, enter into any
      such supplemental indenture that affects the Trustee’s own rights, duties or
      immunities under this Indenture or otherwise.

     

    SECTION
      9.4.  Effect
      of Supplemental Indentures.

     

    Upon
      the
      execution of any supplemental indenture under this Article, this Indenture
      shall
      be modified in accordance therewith, and such supplemental indenture shall
      form
      a part of this Indenture for all purposes; and every Holder of Securities
      theretofore or thereafter authenticated and delivered hereunder shall be bound
      thereby.

     

    SECTION
      9.5.  Conformity
      with Trust Indenture Act.

     

    Every
      supplemental indenture executed pursuant to this Article shall conform to the
      requirements of the Trust Indenture Act as then in effect.

     

    SECTION
      9.6.  Reference
      in Securities to Supplemental Indentures.

     

    Securities
      of any series authenticated and delivered after the execution of any
      supplemental indenture pursuant to this Article may, and shall if required
      by
      the Company, bear a notation in form approved by the Company as to any matter
      provided for in such supplemental indenture. If the Company shall so determine,
      new Securities of any series so modified as to conform, in the opinion of the
      Company, to any such supplemental indenture may be prepared and executed by
      the
      Company and authenticated and delivered by the Trustee in exchange for
      Outstanding Securities of such series.

     

    ARTICLE
      X.

    COVENANTS

     

    SECTION
      10.1.  Payment
      of Principal, Premium and Interest.

     

    The
      Company covenants and agrees for the benefit of each series of Securities that
      it will duly and punctually pay the principal of (and premium, if any) and
      interest (including Additional Interest, if any) on the Securities of that
      series in accordance with the terms of such Securities and this
      Indenture.

     

    
      
        
        

      

      
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    SECTION
      10.2.  Maintenance
      of Office or Agency.

     

    The
      Company will maintain in each Place of Payment for any series of Securities
      an
      office or agency where Securities of that series may be presented or surrendered
      for payment, where Securities of that series may be surrendered for registration
      of transfer or exchange and where notices and demands to or upon the Company
      in
      respect of the Securities of that series and this Indenture may be served.
      The
      Company initially appoints the Trustee, acting through its Corporate Trust
      Office, as its agent for said purposes. The Company will give prompt written
      notice to the Trustee of any change in the location of any such office or
      agency. If at any time the Company shall fail to maintain such office or agency
      or shall fail to furnish the Trustee with the address thereof, such
      presentations, surrenders, notices and demands may be made or served at the
      Corporate Trust Office of the Trustee, and the Company hereby appoints the
      Trustee as its agent to receive all such presentations, surrenders, notices
      and
      demands.

     

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

     

    SECTION
      10.3.  Money
      for Security Payments to be Held in Trust.

     

    If
      the
      Company shall at any time act as its own Paying Agent with respect to any series
      of Securities, it will, on or before each due date of the principal of (and
      premium, if any) or interest (including Additional Interest, if any) on any
      of
      the Securities of such series, segregate and hold in trust for the benefit
      of
      the Persons entitled thereto a sum sufficient to pay the principal (and premium,
      if any) or interest (including Additional Interest) so becoming due until such
      sums shall be paid to such Persons or otherwise disposed of as herein provided,
      and will promptly notify the Trustee of its failure so to act.

     

    Whenever
      the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M.
      Eastern Time, on each due date of the principal of (or premium, if any) or
      interest, including Additional Interest on any Securities, deposit with a Paying
      Agent a sum sufficient to pay the principal (and premium, if any) or interest,
      including Additional Interest so becoming due, such sum to be held in trust
      for
      the benefit of the Persons entitled to such principal (and premium, if any)
      or
      interest, including Additional Interest, and (unless such Paying Agent is the
      Trustee) the Company will promptly notify the Trustee of its failure so to
      act.

     

    The
      Company will cause each Paying Agent other than the Trustee to execute and
      deliver to the Trustee an instrument in which such Paying Agent shall agree
      with
      the Trustee, subject to the provisions of this Section, that such Paying Agent
      will:

     

    (1)  hold
      all
      sums held by it for the payment of the principal of (and premium, if any) or
      interest (including Additional Interest) on the Securities of a series in trust
      for the benefit of the Persons entitled thereto until such sums shall be paid
      to
      such Persons or otherwise disposed of as herein provided;

     

    
      
        
        

      

      
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    (2)  give
      the
      Trustee notice of any default by the Company (or any other obligor upon such
      Securities) in the making of any payment of principal (and premium, if any)
      or
      interest (or Additional Interest) in respect of any Security of any
      series;

     

    (3)  at
      any
      time during the continuance of any default with respect to a series of
      Securities, upon the written request of the Trustee, forthwith pay to the
      Trustee all sums so held in trust by such Paying Agent with respect to such
      series; and

     

    (4)  comply
      with the provisions of the Trust Indenture Act applicable to it as a Paying
      Agent.

     

    The
      Company may, at any time, for the purpose of obtaining the satisfaction and
      discharge of this Indenture or for any other purpose, pay, or by Company Order
      direct any Paying Agent to pay, to the Trustee all sums held in trust by the
      Company or such Paying Agent, such sums to be held by the Trustee upon the
      same
      terms as those upon which such sums were held by the Company or such Paying
      Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
      Agent shall be released from all further liability with respect to such
      money.

     

    Any
      money
      deposited with the Trustee or any Paying Agent, or then held by the Company
      in
      trust for the payment of the principal of (and premium, if any), and/or interest
      (including Additional Interest) on, any Security and remaining unclaimed for
      two
      years after such principal (and premium, if any), and/or interest (including
      Additional Interest) has become due and payable shall (unless otherwise required
      by mandatory provision of applicable escheat or abandoned or unclaimed property
      law) be paid on Company Request to the Company, or (if then held by the Company)
      shall (unless otherwise required by mandatory provision of applicable escheat
      or
      abandoned or unclaimed property law) be discharged from such trust; and the
      Holder of such Security shall thereafter, as an unsecured general creditor,
      look
      only to the Company for payment thereof, and all liability of the Trustee or
      such Paying Agent with respect to such trust money, and all liability of the
      Company as trustee thereof, shall thereupon cease; provided, the Trustee or
      such
      Paying Agent, before being required to make any such repayment, may, at the
      expense of the Company, cause to be published once, in a newspaper published
      in
      the English language, customarily published on each Business Day and of general
      circulation in the Borough of Manhattan, the City of New York and in each Place
      of Payment, notice that such money remains unclaimed and that, after a date
      specified therein, which shall not be less than 30 days from the date of such
      publication, any unclaimed balance of such money then remaining will be repaid
      to the Company.

     

    SECTION
      10.4.  Statement
      as to Compliance.

     

    The
      Company shall deliver to the Trustee, within 120 days after the end of each
      fiscal year of the Company ending after the date hereof, an Officers’
Certificate covering the preceding calendar year, stating whether or not to
      the
      best knowledge of the signers thereof the Company is in default in the
      performance, observance or fulfillment of or compliance with any of the terms,
      provisions, covenants and conditions of this Indenture, and if the Company
      shall
      be in default, specifying all such defaults and the nature and status thereof
      of
      which they may have knowledge. For the purpose of this Section 10.4, compliance
      shall be determined without regard to any grace period or requirement of notice
      provided pursuant to the terms of this Indenture.

     

    
      
        
        

      

      
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    SECTION
      10.5.  Waiver
      of Certain Covenants.

     

    Subject
      to the rights of holders of Capital Securities specified in Section 9.2, if
      any,
      the Company may omit in any particular instance to comply with any covenant
      or
      condition provided pursuant to Section 3.1 with respect to the Securities of
      any
      series, if before or after the time for such compliance the Holders of at least
      a majority in aggregate principal amount of the Outstanding Securities of such
      series shall, by Act of such Holders, either waive such compliance in such
      instance or generally waive compliance with such covenant or condition, but
      no
      such waiver shall extend to or affect such covenant or condition except to
      the
      extent so expressly waived, and, until such waiver shall become effective,
      the
      obligations of the Company in respect of any such covenant or condition shall
      remain in full force and effect.

     

    SECTION
      10.6.  Additional
      Sums.

     

    In
      the
      case of the Securities of a series initially issued to an Issuer Trust, so
      long
      as no Event of Default has occurred and is continuing and except as otherwise
      specified as contemplated by Section 2.1 or Section 3.1, if (i) an Issuer Trust
      is the Holder of all of the Outstanding Securities of such series, and (ii)
      a
      Tax Event has occurred and is continuing in respect of such Issuer Trust, the
      Company shall pay to such Issuer Trust (and its permitted successors or assigns
      under the related Trust Agreement) for so long as such Issuer Trust (or its
      permitted successors or assigns) is the registered holder of the Outstanding
      Securities of such series, such additional sums as may be necessary in order
      that the amount of Distributions (including any Additional Amounts (as defined
      in such Trust Agreement)) then due and payable by such Issuer Trust on its
      Capital Securities and Common Securities that at any time remain outstanding
      in
      accordance with the terms thereof shall not be reduced as a result of such
      Additional Taxes (the “Additional Sums”). Whenever in this Indenture or the
      Securities there is a reference in any context to the payment of principal
      of or
      interest on the Securities, such mention shall be deemed to include mention
      of
      the payments of the Additional Sums provided for in this paragraph to the extent
      that, in such context, Additional Sums are, were or would be payable in respect
      thereof pursuant to the provisions of this paragraph and express mention of
      the
      payment of Additional Sums (if applicable) in any provisions hereof shall not
      be
      construed as excluding Additional Sums in those provisions hereof where such
      express mention is not made; provided, however, that the deferral of the payment
      of interest pursuant to Section 3.12 on the Securities shall not defer the
      payment of any Additional Sums that may be due and payable.

     

    SECTION
      10.7.  Additional
      Covenants.

     

    The
      Company covenants and agrees with each Holder of Securities of each series
      that
      it shall not (x) declare or pay any dividends or distributions on, or redeem,
      purchase, acquire or make a liquidation payment with respect to, any shares
      of
      the Company’s capital stock, or (y) make any payment of principal of or interest
      or premium, if any, on or repay, repurchase or redeem any debt securities of
      the
      Company that rank pari passu in all respects with or junior in interest to
      the
      Securities of such series (other than (a) repurchases, redemptions or other
      acquisitions of shares of capital stock of the Company in connection with any
      employment contract, benefit, or incentive plan or other similar arrangement
      with or for the benefit of any one or more employees, officers, directors or
      consultants of the Company or its Subsidiaries, in connection with a dividend
      reinvestment or stock purchase plan or 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 applicable Extension Period or other event referred to below,
      (b)
      as a result of an exchange or conversion of any class or series of the Company’s
      capital stock (or any capital stock of a Subsidiary of the Company) for any
      class or series of the Company’s capital stock or of any class or series of the
      Company’s indebtedness for any class or series of the Company’s capital stock,
      (c) the purchase of fractional interests in shares of the Company’s capital
      stock pursuant to the conversion or exchange provisions of such capital stock
      or
      the security being converted or exchanged, (d) any declaration of a dividend
      in
      connection with any Rights Plan, or the issuance of rights, stock or other
      property under any 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 pan passu with or junior to such stock), if
      at
      such time (i) there shall have occurred any event (A) of which the Company
      has
      actual knowledge that with the giving of notice or the lapse of time, or both,
      would constitute an Event of Default under Sections 5.1(1), (2), (3), (4) or
      (5)
      with respect to the Securities of such series, and (B) which the Company shall
      not have taken reasonable steps to cure, (ii) if the Securities of such series
      are held by an Issuer Trust, the Company shall be in default with respect to
      its
      payment of any obligations under the Guarantee relating to the Capital
      Securities issued by such Issuer Trust, or (iii) the Company shall have given
      notice of its election to begin an Extension Period with respect to the
      Securities of such series as provided herein and shall not have rescinded such
      notice, or such Extension Period or any extension thereof shall be
      continuing.

     

    
      
        
        

      

      
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    The
      Company also covenants with each Holder of Securities of a series issued to
      an
      Issuer Trust (i) to hold, directly or indirectly, 100% of the Common Securities
      of such Issuer Trust, provided
      that
      any
      permitted successor of the Company as provided under Section 8.2 may succeed
      to
      the Company’s ownership of such Common Securities, (ii) as holder of such Common
      Securities, not to voluntarily terminate, wind up or liquidate such Issuer
      Trust, other than (a) in connection with a distribution of the Securities of
      such series to the holders of the related Capital Securities in liquidation
      of
      such Issuer Trust, or (b) in connection with certain mergers, consolidations
      or
      amalgamations permitted by the related Trust Agreement, and (iii) to use its
      reasonable efforts, consistent with the terms and provisions of such Trust
      Agreement, to cause such Issuer Trust to continue to be taxable as a grantor
      trust for United States Federal income tax purposes.

     

    SECTION
      10.8.  Furnishing
      Annual Information.

     

    On
      or
      before December 15 of each year during which any Securities are outstanding,
      the
      Company shall furnish to each Paying Agent such information as may be reasonably
      requested by each Paying Agent in order that each Paying Agent may prepare
      the
      information which it is required to report for such year on Internal Revenue
      Service Forms 1096 and 1099 pursuant to Section 6049 of the Internal Revenue
      Code of 1986, as amended. Such information shall include the amount of any
      original issue discount includable in income for each authorized minimum
      denomination of principal amount at Stated Maturity of outstanding Securities
      during such year.

     

    
      
        
        

      

      
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    ARTICLE
      XI.

    REDEMPTION
      OF SECURITIES

     

    SECTION
      11.1.  Applicability
      of This Article.

     

    Redemption
      of Securities of any series as permitted or required by the terms of any form
      of
      Security issued pursuant to this Indenture shall be made in accordance with
      the
      terms of such form of Security and this Article; provided,
      however,
      if any
      provision of any such form of Security shall conflict with any provision of
      this
      Article, the provision of such form of Security shall govern. Any redemption
      of
      any Security prior to its Stated Maturity shall also be subject to prior notice,
      and approval of (or notice of intent not to disapprove of) the redemption,
      if
      then required by the capital adequacy rules or otherwise by the Federal
      Reserve.

     

    SECTION
      11.2.  Election
      to Redeem; Notice to Trustee.

     

    The
      election of the Company to redeem any Securities shall be evidenced by or
      pursuant to a Board Resolution. In case of any redemption at the election of
      the
      Company, the Company shall, not less than 30 nor more than 60 days prior to
      the
      Redemption Date (unless a shorter notice shall be satisfactory to the Trustee),
      notify the Trustee and, in the case of Securities of a series held by an Issuer
      Trust, the Property Trustee under the related Trust Agreement, of such date
      and
      of the principal amount of Securities of the applicable series to be redeemed
      and provide the additional information required to be included in the notice
      or
      notices contemplated by Section 11.4; provided
      that,
      in the
      case of any series of Securities initially issued to an Issuer Trust, for so
      long as such Securities are held by such Issuer Trust, such notice shall be
      given not less than 45 nor more than 75 days prior to such Redemption Date
      (unless a shorter notice shall be satisfactory to the Property Trustee under
      the
      related Trust Agreement). In the case of any redemption of Securities prior
      to
      the expiration of any restriction on such redemption provided in the terms
      of
      such Securities, the Company shall furnish the Trustee with an Officers’
Certificate and an Opinion of Counsel evidencing compliance with such
      restriction.

     

    SECTION
      11.3.  Selection
      of Securities to be Redeemed.

     

    If
      less
      than all the Securities of any series are to be redeemed, the particular
      Securities to be redeemed shall be selected not more than 60 days prior to
      the
      Redemption Date by the Trustee, from the Outstanding Securities of such series
      not previously called for redemption, by such method as the Trustee shall deem
      fair and appropriate and which may provide for the selection for redemption
      of a
      portion of the principal amount of any Security of such series, provided
      that
      the
      unredeemed portion of the principal amount of any Security shall be in an
      authorized denomination (which shall not be less than the minimum authorized
      denomination) for such Security.

     

    The
      Trustee shall promptly notify the Company in writing of the Securities selected
      for partial redemption and the principal amount thereof to be redeemed. For
      all
      purposes of this Indenture, unless the context otherwise requires, all
      provisions relating to the redemption of Securities shall relate, in the case
      of
      any Security redeemed or to be redeemed only in part, to the portion of the
      principal amount of such Security that has been or is to be
      redeemed.

     

    
      
        
        

      

      
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    SECTION
      11.4.  Notice
      of Redemption.

     

    Notice
      of
      redemption shall be given by first-class mail, postage prepaid, mailed not
      later
      than 30 days, and not earlier than 60 days, prior to the Redemption Date, to
      each Holder of Securities to be redeemed, at the address of such Holder as
      it
      appears in the Securities Register.

     

    With
      respect to Securities of such series to be redeemed, each notice of redemption
      shall state:

     

    (a)  the
      Redemption Date;

     

    (b)  the
      Redemption Price or, if the Redemption Price cannot be calculated prior to
      the
      time the notice is required to be sent, the estimate of the Redemption Price
      provided pursuant to the Indenture together with a statement that it is an
      estimate and that the actual Redemption Price will be calculated on the third
      Business Day prior to the Redemption Date (if such an estimate of the Redemption
      Price is given, a subsequent notice shall be given as set forth above setting
      forth the Redemption Price promptly following the calculation
      thereof);

     

    (c)  if
      less
      than all Outstanding Securities of such particular series are to be redeemed,
      the identification (and, in the case of partial redemption, the respective
      principal amounts) of the particular Securities to be redeemed;

     

    (d)  that,
      on
      the Redemption Date, the Redemption Price will become due and payable upon
      each
      such Security or portion thereof, and that interest thereon (including
      Additional Interest, if any), if any, shall cease to accrue on and after said
      date;

     

    (e)  the
      Place
      or Places of Payment where such Securities are to be surrendered for payment
      of
      the Redemption Price;

     

    (f)  such
      other provisions as may be required in respect of the terms of a particular
      series of Securities;

     

    (g)  that
      the
      redemption is for a sinking fund, if such is the case; and

     

    (h)  the
      CUSIP
      number, if any.

     

    Notice
      of
      redemption of Securities to be redeemed at the election of the Company shall
      be
      given by the Company or, at the Company’s request, by the Trustee in the name
      and at the expense of the Company and shall be irrevocable. The notice, if
      mailed in the manner provided above, shall be conclusively presumed to have
      been
      duly given, whether or not the Holder receives such notice. In any case, a
      failure to give such notice by mail or any defect in the notice to the Holder
      of
      any Security designated for redemption as a whole or in part shall not affect
      the validity of the proceedings for the redemption of any other
      Security.

     

    
      
        
        

      

      
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    SECTION
      11.5.  Deposit
      of Redemption Price.

     

    Prior
      to
      10:00 A.M. Eastern Time, on the Redemption Date specified in the notice of
      redemption given as provided in Section 11.4, the Company will deposit with
      the
      Trustee or with one or more Paying Agents (or if the Company is acting as its
      own Paying Agent, the Company will segregate and hold in trust as provided
      in
      Section 10.3) an amount of money sufficient to pay the Redemption Price of,
      and
      any accrued interest (including Additional Interest) on, all the Securities
      (or
      portions thereof) that are to be redeemed on that date.

     

    SECTION
      11.6.  Payment
      of Securities Called for Redemption.

     

    If
      any
      notice of redemption has been given as provided in Section 11.4, the Securities
      or portion of Securities with respect to which such notice has been given shall
      become due and payable on the date and at each Place of Payment stated in such
      notice at the applicable Redemption Price, together with accrued interest
      (including Additional Interest, if any) to the Redemption Date. On presentation
      and surrender of such Securities duly endorsed or accompanied by written
      instruments of transfer executed by the Holder or its duly authorized attorney,
      in form satisfactory to the Company, the Trustee and the Securities Registrar,
      at a Place of Payment in said notice specified, the said Securities or the
      specified portions thereof shall be paid and redeemed by the Company at the
      applicable Redemption Price, together with accrued interest (including
      Additional Interest, if any) to the Redemption Date; provided,
      however,
      unless
      otherwise specified as contemplated by Section 3.1, installments of interest
      (including Additional Interest) whose Stated Maturity is on or prior to the
      Redemption Date will be payable to the Holders of such Securities, or one or
      more Predecessor Securities, registered as such at the close of business on
      the
      relevant record dates according to their terms and the provisions of Section
      3.8.

     

    Upon
      presentation of any Security redeemed in part only, duly endorsed or accompanied
      by written instrument of transfer executed by the Holder or its duly authorized
      attorney, in form satisfactory to the Company, the Trustee and the Securities
      Registrar, the Company shall execute and the Trustee shall authenticate and
      deliver to the Holder thereof, at the expense of the Company, a new Security
      or
      Securities of the same series, of authorized denominations, in an aggregate
      principal amount equal to the unredeemed portion of the Security so presented
      and having the same Original Issue Date, Stated Maturity and terms.

     

    Unless
      the Company fails to deposit or pay the Redemption Price, together with accrued
      interest (including Additional Interest, if any), upon the Redemption Date
      the
      Securities to be redeemed shall no longer be Outstanding and no interest
      (including Additional Interest, if any) shall accrue thereon, and upon receipt
      of any certification representing the redeemed Securities shall be cancelled
      as
      provided in Section 3.10. If any Security called for redemption shall not be
      so
      paid under surrender thereof for redemption, the principal of and premium,
      if
      any, on such Security shall, until paid, bear interest from the Redemption
      Date
      at the rate prescribed therefor in the Security.

     

    
      
        
        

      

      
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    SECTION
      11.7.  Right
      of Redemption of Securities Initially Issued to an Issuer
      Trust.

     

    In
      the
      case of the Securities of a series initially issued to an Issuer Trust, except
      as otherwise specified by Section 3.1, the Company, at its option, may redeem
      such Securities (i) on or after the date specified in such Security, in whole
      at
      any time or in part from time to time, or (ii) upon the occurrence and during
      the continuation of a Tax Event, an Investment Company Event or a Capital
      Treatment Event, at any time within 90 days following the occurrence and during
      the continuation of such Tax Event, Investment Company Event or Capital
      Treatment Event, in whole (but not in part), in each case at a Redemption Price
      specified in such Security, together with accrued interest (including Additional
      Interest, if any) to the Redemption Date.

     

    If
      less
      than all the Securities of any such series are to be redeemed, the aggregate
      principal amount of such Securities remaining Outstanding after giving effect
      to
      such redemption shall be sufficient to satisfy any provisions of the Trust
      Agreement related to the Issuer Trust to which such Securities were issued,
      including any requirement in such Trust Agreement as to the minimum Liquidation
      Amount (as defined in such Trust Agreement), if any, of Capital Securities
      that
      may be held by a holder under such Trust Agreement.

     

    ARTICLE
      XII.

    SINKING
      FUNDS

     

    Except
      as
      may be provided in any supplemental or amended indenture, no sinking fund shall
      be established or maintained for the retirement of Securities of any
      series.

     

    ARTICLE
      XIII.

    SUBORDINATION
      OF SECURITIES

     

    SECTION
      13.1.  Securities
      Subordinate to Senior Indebtedness.

     

    The
      Company covenants and agrees, and each Holder of a Security, by its acceptance
      thereof, likewise covenants and agrees, that, to the extent and in the manner
      hereinafter set forth in this Article, the payment of the principal of (and
      premium, if any) and interest (including Additional Interest, if any) on each
      and all of the Securities of each and every series are hereby expressly made
      subordinate and junior to and subject in right of payment to the prior payment
      in full of all Senior Indebtedness, and the Securities of each and every series
      issued initially to an Issuer Trust shall be pari
      passu
      with all
      other Securities issued initially hereunder to Issuer Trusts.

     

    SECTION
      13.2.  No
      Payment When Senior Indebtedness in Default; Payment Over of Proceeds Upon
      Dissolution, Etc.

     

    If
      the
      Company shall default in the payment of any principal of (or premium, if any)
      or
      interest on any Senior Indebtedness when the same becomes due and payable,
      whether at maturity or at a date fixed for prepayment or by declaration of
      acceleration or otherwise, then, upon written notice of such default to the
      Company by the holders of Senior Indebtedness or any trustee therefor, unless
      and until such default shall have been cured or waived or shall have ceased
      to
      exist, no direct or indirect payment (in cash, property, securities, by set-off
      or otherwise) shall be made or agreed to be made on account of the principal
      of
      (or premium, if any) or interest (including Additional Interest, if any) on
      any
      of the Securities, or in respect of any redemption, repayment, retirement,
      purchase or other acquisition of any of the Securities.

     

    
      
        
        

      

      
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    In
      the
      event of (i) any insolvency, bankruptcy, receivership, conservatorship,
      liquidation, reorganization, readjustment, composition or other similar
      proceeding relating to the Company, its creditors or its property, (ii) any
      proceeding for the liquidation, dissolution or other winding-up of the Company,
      voluntary or involuntary, whether or not involving insolvency or bankruptcy
      proceedings, (iii) any assignment by the Company for the benefit of creditors
      or
      (iv) any other marshalling of the assets of the Company (each such event, if
      any, herein sometimes referred to as a “Proceeding”),
      all
      Senior Indebtedness (including any interest thereon accruing after the
      commencement of any such proceedings) shall first be paid in full before any
      payment or distribution, whether in cash, securities or other property, shall
      be
      made to any Holder of any of the Securities on account thereof. Any payment
      or
      distribution, whether in cash, securities or other property (other than
      securities of the Company or any other entity provided for by a plan of
      reorganization or readjustment, the payment of which is subordinate, at least
      to
      the extent provided in these subordination provisions with respect to the
      indebtedness evidenced by the Securities, to the payment of all Senior
      Indebtedness at the time outstanding and to any securities issued in respect
      thereof under any such plan of reorganization or readjustment), which would
      otherwise (but for these subordination provisions) be payable or deliverable
      in
      respect of the Securities of any series shall be paid or delivered directly
      to
      the holders of Senior Indebtedness in accordance with the priorities then
      existing among such holders until all Senior Indebtedness (including any
      interest thereon accruing after the commencement of any Proceeding) shall have
      been paid in full.

     

    In
      the
      event of any Proceeding, after payment in full of all sums owing with respect
      to
      Senior Indebtedness, the Holders of the Securities, together with the holders
      of
      any obligations of the Company ranking on a parity with the Securities, shall
      be
      entitled to be paid from the remaining assets of the Company the amounts at
      the
      time due and owing on account of unpaid principal of (and premium, if any)
      and
      interest (including Additional Interest, if any) on the Securities and such
      other obligations before any payment or other distribution, whether in cash,
      property or otherwise, shall be made on account of any capital stock or any
      obligations of the Company ranking junior to the Securities and such other
      obligations.

     

    If,
      notwithstanding the foregoing, any payment or distribution of any character
      or
      any security, whether in cash, securities or other property (other than
      securities of the Company or any other entity provided for by a plan of
      reorganization or readjustment, the payment of which is subordinate, at least
      to
      the extent provided in these subordination provisions with respect to the
      indebtedness evidenced by the Securities, to the payment of all Senior
      Indebtedness at the time outstanding and to any securities issued in respect
      thereof under any plan of reorganization or readjustment), shall be received
      by
      the Trustee or any Holder in contravention of any of the terms hereof and before
      all Senior Indebtedness shall have been paid in full, such payment or
      distribution or security shall be received in trust for the benefit of, and
      shall be paid over or delivered and transferred to, the holders of the Senior
      Indebtedness at the time outstanding in accordance with the priorities then
      existing among such holders for application to the payment of all Senior
      Indebtedness remaining unpaid, to the extent necessary to pay all such Senior
      Indebtedness in full. In the event of the failure of the Trustee or any Holder
      to endorse or assign any such payment, distribution or security, each holder
      of
      Senior Indebtedness is hereby irrevocably authorized to endorse or assign the
      same.

     

    
      
        
        

      

      
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    No
      present or future holder of any Senior Indebtedness shall be prejudiced in
      the
      right to enforce subordination of the indebtedness evidenced by the Securities
      by any act or failure to act on the part of the Company. Nothing contained
      herein shall impair, as between the Company and the Holders of Securities of
      each series, the obligation of the Company to pay to such Holders the principal
      of (and premium, if any) and interest (including Additional Interest) on such
      Securities or prevent the Trustee or the Holder (or to the extent expressly
      provided herein, the holder of any Capital Securities) from exercising all
      rights, powers and remedies otherwise permitted by applicable law or hereunder
      upon a default or Event of Default hereunder, all subject to the rights of
      the
      holders of the Senior Indebtedness to receive cash, securities or other property
      otherwise payable or deliverable to the Holders.

     

    Senior
      Indebtedness shall not be deemed to have been paid in full unless the holders
      thereof shall have received cash, securities or other property equal to the
      amount of such Senior Indebtedness then outstanding.

     

    The
      Trustee and the Holders shall take such action (including, without limitation,
      the delivery of this Indenture to an agent for the holders of Senior
      Indebtedness or consent to the filing of a financing statement with respect
      hereto) as may, in the opinion of counsel designated by the holders of a
      majority in principal amount of the Senior Indebtedness at the time outstanding,
      be necessary or appropriate to assure the effectiveness of the subordination
      effected by these provisions.

     

    The
      provisions of this Section 13.2 shall not impair any rights, interests, remedies
      or powers of any secured creditor of the Company in respect of any security
      interest the creation of which is not prohibited by the provisions of this
      Indenture.

     

    The
      securing of any obligations of the Company, otherwise ranking on a parity with
      the Securities or ranking junior to the Securities shall not be deemed to
      prevent such obligations from constituting, respectively, obligations ranking
      on
      a parity with the Securities or ranking junior to the Securities.

     

    SECTION
      13.3.  Payment
      Permitted If No Default.

     

    Nothing
      contained in this Article or elsewhere in this Indenture or in any of the
      Securities shall prevent (a) the Company, at any time, except during the
      pendency of the conditions described in the first paragraph of Section 13.2
      or
      of any Proceeding referred to in Section 13.2, from making payments at any
      time
      of principal of (and premium, if any) or interest (including Additional
      Interest) on the Securities, or (b) the application by the Trustee of any monies
      deposited with it hereunder to the payment of or on account of the principal
      of
      (and premium, if any) or interest (including any Additional Interest) on the
      Securities or the retention of such payment by the Holders, if, at the time
      of
      such application by the Trustee, the Trustee did not have knowledge that such
      payment would have been prohibited by the provisions of this
      Article.

     

    
      
        
        

      

      
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    SECTION
      13.4.  Subrogation
      to Rights of Holders of Senior Indebtedness; Etc.

     

    Upon
      and
      following the payment in full of all amounts due or to become due on all Senior
      Indebtedness, or the provision for such payment in cash or cash equivalents
      or
      otherwise in a manner satisfactory to the holders of Senior Indebtedness, the
      Holders of the Securities of each series shall be subrogated to all rights
      of
      the holders of such Senior Indebtedness (equally and ratably with the holders
      of
      all indebtedness of the Company that by its express terms is subordinated to
      Senior Indebtedness of the Company to substantially the same extent as the
      Securities of such series are subordinated to the Senior Indebtedness and is
      entitled to like rights of subrogation by reason of any payments or
      distributions made to holders of such Senior Indebtedness) to receive any
      further payments and distributions of cash, property and securities applicable
      to the Senior Indebtedness until the principal of (and premium if any) and
      interest (including Additional Interest) on the Securities of such series,
      if
      any, shall be paid in full. No payments or distributions to the holders of
      the
      Senior Indebtedness of any cash, property or securities to which the Holders
      of
      the Securities of each series or the Trustee would be entitled except for the
      provisions of this Article XIII, and no payments over pursuant to the provisions
      of this Article XIII to or for the benefit of the holders of Senior Indebtedness
      by Holders of the Securities or the Trustee, shall, as among the Company, its
      creditors other than holders of Senior Indebtedness, and the Holders of the
      Securities, be deemed to be a payment or distribution by the Company to or
      on
      account of the Senior Indebtedness.

     

    SECTION
      13.5.  Provisions
      Solely to Define Relative Rights.

     

    The
      provisions of this Article are and are intended solely for the purpose of
      defining the relative rights of the Holders of the Securities on the one hand
      and the holders of Senior Indebtedness on the other hand. Nothing contained
      in
      this Article or elsewhere in this Indenture or in the Securities is intended
      to
      or shall: (a) impair, as between the Company and the Holders of the Securities,
      the obligations of the Company, which are absolute and unconditional, to pay
      to
      the Holders of the Securities the principal of (and premium, if any) and
      interest (including any Additional Interest) on the Securities as and when
      the
      same shall become due and payable in accordance with their terms; or (b) affect
      the relative rights against the Company of the Holders of the Securities and
      creditors of the Company other than their rights in relation to the holders
      of
      Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Security
      (or to the extent expressly provided herein, the holder of any Capital Security)
      from exercising all remedies otherwise permitted by applicable law upon default
      under this Indenture, including filing and voting claims in any Proceeding,
      subject to the rights, if any, under this Article of the holders of Senior
      Indebtedness to receive cash, property and securities otherwise payable or
      deliverable to the Trustee or such Holder.

     

    SECTION
      13.6.  Trustee
      to Effectuate Subordination.

     

    Each
      Holder of a Security by his or her acceptance thereof authorizes and directs
      the
      Trustee on his or her behalf to take such action as may be necessary or
      appropriate to acknowledge or effectuate the subordination provided in this
      Article and appoints the Trustee his or her attorney-in-fact for any and all
      such purposes.

     

    
      
        
        

      

      
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    SECTION
      13.7.  No
      Waiver of Subordination Provisions.

     

    No
      right
      of any present or future holder of any Senior Indebtedness 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 be
      otherwise charged with.

     

    Without
      in any way limiting the generality of the immediately preceding paragraph,
      the
      holders of Senior Indebtedness may, at any time and from time to time, without
      the consent of or notice to the Trustee or the Holders of the Securities of
      any
      series, without incurring responsibility to such Holders of the Securities
      and
      without impairing or releasing the subordination provided in this Article or
      the
      obligations hereunder of such Holders of the Securities to the holders of Senior
      Indebtedness, do any one or more of the following: (i) change the manner, place
      or terms of payment or extend the time of payment of, or renew or alter, Senior
      Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness
      or any instrument evidencing the same or any agreement under which Senior
      Indebtedness is outstanding, (ii) sell, exchange, release or otherwise deal
      with
      any property pledged, mortgaged or otherwise securing Senior Indebtedness,
      (iii)
      release any Person liable in any manner for the collection of Senior
      Indebtedness, and (iv) exercise or refrain from exercising any rights against
      the Company and any other Person; and Senior Indebtedness shall continue to
      be
      Senior Indebtedness entitled to the benefits of the subordination provisions
      of
      this Article XIII.

     

    SECTION
      13.8.  Notice
      to Trustee.

     

    The
      Company shall give prompt written notice to a Responsible Officer of the Trustee
      of any fact known to the Company that would prohibit the making of any payment
      to or by the Trustee in respect of the Securities. Notwithstanding the
      provisions of this Article or any other provision of this Indenture, the Trustee
      shall not be charged with knowledge of the existence of any facts that would
      prohibit the making of any payment to or by the Trustee in respect of the
      Securities, unless and until a Responsible Officer of the Trustee shall have
      received written notice thereof from the Company or a holder of Senior
      Indebtedness or from any trustee, agent or representative therefor; provided,
      however,
      if the
      Trustee shall not have received the notice provided for in this Section at
      least
      two Business Days prior to the date upon which by the terms hereof any monies
      may become payable for any purpose (including, the payment of the principal
      of
      (and premium, if any, on) or interest (including any Additional Interest) on
      any
      Security), then, anything herein contained to the contrary notwithstanding,
      the
      Trustee shall have full power and authority to receive such monies and to apply
      the same to the purpose 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.

     

    
      
        
        

      

      
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    Subject
      to the provisions of Section 6.1, the Trustee shall be entitled to rely on
      the
      delivery to it of a written notice by a Person representing himself or herself
      to be a holder of Senior Indebtedness (or a trustee or attorney-in-fact
      therefor) to establish that such notice has been given by a holder of Senior
      Indebtedness (or a trustee or attorney-in-fact therefor). The Trustee shall
      immediately notify the Company by telephone of the receipt of any such notice.
      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 Senior
      Indebtedness to participate in any payment or distribution pursuant to this
      Article, the Trustee may request such Person to famish evidence to the
      reasonable satisfaction of the Trustee as to the amount of 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, and if such evidence is not furnished, the
      Trustee may defer any payment to such Person pending judicial determination
      as
      to the right of such Person to receive such payment.

     

    SECTION
      13.9.  Reliance
      on Judicial Order or Certificate of Liquidating Agent.

     

    Upon
      any
      payment or distribution of assets of the Company referred to in this Article,
      the Trustee, subject to the provisions of Section 6.1, and the Holders of the
      Securities shall be entitled to rely upon any order or decree entered by any
      court of competent jurisdiction in which such Proceeding is pending, or a
      certificate of the trustee in bankruptcy, receiver, conservator, liquidating
      trustee, custodian, assignee for the benefit of creditors, agent or other Person
      making such payment or distribution, delivered to the Trustee or to the Holders
      of Securities, for the purpose of ascertaining the Persons entitled to
      participate in such payment or distribution, the holders of the 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.

     

    SECTION
      13.10.  Trustee
      Not Fiduciary for Holders of Senior Indebtedness.

     

    The
      Trustee, in its capacity as trustee under this Indenture, shall not be deemed
      to
      owe any fiduciary duty to the holders of Senior Indebtedness and shall not
      be
      liable to any such holders if it shall in good faith mistakenly pay over or
      distribute to Holders of Securities or to the Company or to any other Person
      cash, property or securities to which any holders of Senior Indebtedness shall
      be entitled by virtue of this Article or otherwise.

     

    SECTION
      13.11.  Rights
      of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s
      Rights.

     

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

     

    SECTION
      13.12.  Article
      Applicable to Paying Agents.

     

    In
      case
      at any time any Paying Agent other than the Trustee shall have been appointed
      by
      the Company and be then acting hereunder, the term “Trustee” as used in this
      Article shall in such case (unless the context otherwise requires) be construed
      as extending to and including such Paying Agent within its meaning as fully
      for
      all intents and purposes as if such Paying Agent were named in this Article
      in
      addition to or in place of the Trustee.

     

    
      
        
        

      

      
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    SECTION
      13.13.  Certain
      Conversions or Exchanges Deemed Payment.

     

    For
      purposes of this Article only, (a) the issuance and delivery of junior
      securities upon conversion or exchange of Securities of any series shall not
      be
      deemed to constitute a payment or distribution on account of the principal
      of
      (or premium, if any, on) or interest (including any Additional Interest) on
      such
      Securities or on account of the purchase or other acquisition of such
      Securities, and (b) the payment, issuance or delivery of cash, property or
      securities (other than junior securities) upon conversion or exchange of a
      Security of any series shall be deemed to constitute payment on account of
      the
      principal of such security. For the purposes of this Section, the term “junior
      securities” means (i) shares of capital stock of any class of the Company, and
      (ii) securities of the Company that are subordinated in right of payment to
      all
      Senior Indebtedness that may be outstanding at the time of issuance or delivery
      of such securities to substantially the same extent as, or to a greater extent
      than, the Securities are so subordinated as provided in this
      Article.

     

    ****

     

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

     

    [Remainder
      of page left intentionally blank; signatures appear on following
      page.]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
      executed, and their respective corporate seals to be hereunto affixed and
      attested, all as of the day and year first above written.

    
      	 	 	 
	 	SOUTHERN BANCORP, INC.
	 
 	 
 	 
 
	
            	By:  	/s/ J.
              Edward
              Mulkey, Jr.
	 	
              

              Name:
                J. Edward Mulkey, Jr.

              
                Title:
                  Chairman and Chief Executive
                  Officer

              

            


    

     

    ATTEST:

     

    
      	/s/ Priscilla
              D. Gamwell	 	 	
            
	
              
                

              

              Priscilla D. Gamwell

              
                Secretary

              

            	 	 	
            


    

     

    [CORPORATE
      SEAL]

     

    
      	 	 	 
	 	
              WILMINGTON
                TRUST COMPANY,

              as
                Trustee, and not in its individual
                capacity

            
	 
 	 
 	 
 
	 	By:  	/s/ Joann
              A.
              Rozell
	 	
              
                

              

              Name: Joann A. Rozell

              Title: Financial Services
                Officer

            


    

     

    
      
        
        

      

      
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          71
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    EXHIBIT
      A

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
      THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”),
      OR ANY APPLICABLE STATE OR OTHER JURISDICTION’S SECURITIES OR BLUE SKY LAWS, AND
      NO SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED,
      ASSIGNED, PLEDGED, HYPOTHECATED OR DISPOSED OF ABSENT AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE SECURITIES OR BLUE
      SKY LAWS COVERING SUCH SECURITIES OR SUCH TRANSFER IS MADE IN ACCORDANCE WITH
      AN
      AVAILABLE EXEMPTION UNDER THE SECURITIES ACT, WHICH MAY INCLUDE EXEMPTIONS
      UNDER
      REGULATION S, RULE 144A, RULE 144 OR ANY OTHER AVAILABLE EXEMPTION UNDER THE
      SECURITIES ACT, AND ANY OTHER APPLICABLE SECURITIES OR BLUE SKY LAWS, AND THE
      COMPANY RECEIVES AN OPINION OF COUNSEL FROM THE HOLDER OF THESE SECURITIES
      REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH OFFER, SALE, TRANSFER,
      ASSIGNMENT, PLEDGE, HYPOTHECATION, OR DISPOSITION IS EXEMPT FROM THE
      REGISTRATION REQUIREMENTS OF SUCH SECURITIES ACT AND ANY OTHER APPLICABLE
      SECURITIES OR BLUE SKY LAWS.

     

    THIS
      SECURITY IS NOT A DEPOSIT OR AN OBLIGATION OF ANY DEPOSITORY INSTITUTION, IS
      NOT
      INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
      GOVERNMENT AGENCY, AND IS NOT SECURED.

     

    SOUTHERN
      BANCORP, INC.

     

    FLOATING
      RATE

    JUNIOR
      SUBORDINATED DEBENTURES

     

    DUE
      MARCH 31, 2034

     

    
      	 	 	
              Aggregate
                Principal Amount

            
	
              Certificate
                No. -001-

            	 	
              $4,382,000

            


    

     

    
      
        
        

      

      
        -
          A-1
          -

        
          

        

      

      
        
        

      

       

    

    SOUTHERN
      BANCORP, INC., a Georgia corporation (the “Company,”
which
      term includes any successor Person under the Indenture hereinafter referred
      to),
      for value received, hereby promises to pay to WILMINGTON TRUST COMPANY, not
      in
      its individual capacity but solely as Property Trustee of SOUTHERN BANCORP
      CAPITAL TRUST I, a statutory trust created under the laws of the State of
      Delaware, or registered assigns, the principal sum of FOUR MILLION THREE HUNDRED
      EIGHTY-TWO THOUSAND AND NO/100 DOLLARS ($4,382,000) on March 31, 2034;
provided
      that
      the
      Company may shorten the Stated Maturity of the principal of this Security to
      a
      date not earlier than March 31, 2009, subject to certain conditions specified
      in
      Section 3.15 of the Indenture, and to redemption by the Company as provided
      in
      Section 11.7 of the Indenture, but in no event shall the Stated Maturity be
      a
      date later than March 31, 2034. The Company further promises to pay interest
      on
      said principal from the date of issuance, or from the most recent 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 31, June 30,
      September 30, and December 31 of each year, except that if any such date falls
      on a day that is not a Business Day, the Company promises to pay interest on
      the
      next succeeding Business Day, unless such Business Day is in the next succeeding
      calendar year, in which case the Company promises to pay interest on the
      immediately preceding Business Day (each,
      a
“Distribution
      Date”),
      commencing March 31, 2004 at the floating rate per annum, reset quarterly on
      each Distribution Date for the next succeeding quarter, equal to the prime
      rate
      of interest so published in the “Money Rates” table in the Eastern Edition of
The
      Wall Street Journal
      for the
      last business day of each of March, June, September and December, as applicable
      (or if more than one rate is so indicated in The
      Wall Street Journal,
      the
      prime rate shall equal the highest rate provided), plus
      100
      basis points (the “Floating
      Rate”)
      on the
      principal amount outstanding hereunder, together with Additional Sums, if any,
      as provided in Section 10.6 of the Indenture, until the principal hereof is
      paid
      or duly provided for or made available for payment. Any principal, premium
      or
      Additional Sums and any overdue installment of interest not paid when due shall
      bear Additional Interest at the Floating Rate (to the extent that the payment
      of
      such interest shall be legally enforceable), compounded quarterly, from the
      dates such amounts are due until they are paid or made available for payment.
      The amount of interest payable for any full quarterly period shall be computed
      on the basis of a 360-day year consisting of twelve 30-day months. The amount
      of
      interest payable for any period less than a full quarter shall be computed
      on
      the basis of a 360-day year and the actual number of days elapsed during that
      period. The interest so payable, and punctually paid or duly provided for,
      on
      any Interest Payment Date will, as provided in the Indenture, be paid to the
      Holder at the close of business on the Regular Record Date for such interest
      installment. Any such interest not so punctually paid or dilly provided for
      shall forthwith cease to be payable to the Holder on such Regular Record Date
      and may either be paid to the Holder registered at the close of business on
      a
      Special Record Date for the payment of such Defaulted Interest to be fixed
      by
      the Trustee (notice whereof shall be given to Holders of Securities of this
      series not less than 10 days prior to such Special Record Date) or be paid
      at
      any time in any other lawful manner not inconsistent with the requirements
      of
      any securities exchange, if any, on which the Securities of this series may
      be
      listed, and upon such notice as may be required by such exchange, all as more
      fully provided in said Indenture.

     

    
      
        
        

      

      
        -
          A-2
          -

        
          

        

      

      
        
        

      

       

    

    So
      long
      as no Event of Default has occurred and is continuing, the Company shall have
      the right as provided in Section 3.12 of the Indenture, at any time during
      the
      term of this Security, from time to time to defer the payment of interest on
      this Security for up to 20 consecutive quarterly interest payment periods with
      respect to each deferral period (each, an “Extension
      Period”),
      during which Extension Periods the Company shall have the right to make no
      payments or partial payments of interest on any Interest Payment Date, and
      at
      the end of which the Company shall pay all interest then accrued and unpaid
      including Additional Interest, as provided below; provided,
      however,
      that no
      Extension Period shall extend beyond the Stated Maturity of the principal of
      this Security and no such Extension Period may end on a date other than an
      Interest Payment Date; and provided,
      further,
      however, during any such Extension Period, the Company shall 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 or interest or premium, if any, on or repay,
      repurchase or redeem any debt securities of the Company that rank pari
      passu
      in all
      respects with or junior in interest to this Security (other than (a)
      repurchases, redemptions or other acquisitions of shares of capital stock of
      the
      Company in connection with any employment contract, benefit or incentive plan
      or
      other similar arrangement with or for the benefit of any one or more employees,
      officers, directors or consultants of the Company or any of its subsidiaries,
      in
      connection with a dividend reinvestment or stock purchase plan or 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 applicable Extension Period, (b) as a
      result of an exchange or conversion of any class or series of the Company’s
      capital stock (or any capital stock of a Subsidiary of the Company) for any
      class or series of the Company’s capital stock or of any class or series of the
      Company’s indebtedness for any class or series of the Company’s capital stock,
      (c) the purchase of fractional interests in shares of the Company’s capital
      stock pursuant to the conversion or exchange provisions of such capital stock
      or
      the security being converted or exchanged, (d) any declaration of a dividend
      in
      connection with any Rights Plan, or the issuance of rights, stock or other
      property under any Rights Plan, or the redemption or repurchase of rights
      pursuant thereto, (e) any dividend in the form of stock, warrants, options
      or
      other rights where the dividend stock or the stock issuable upon exercise of
      such warrants, options or other rights is the same stock as that on which the
      dividend is being paid or ranks pari
      passu
      with or
      junior to such stock, or (f) payments by the Company under the Guarantee).
      Prior
      to the termination of any such Extension Period, the Company may further defer
      the payment of interest, provided
      that
      no Event
      of Default has occurred and is continuing and provided further, no Extension
      Period shall exceed 20 consecutive quarterly interest payment periods, extend
      beyond the Stated Maturity of the principal of this Security or end on a date
      other than an Interest Payment Date. Upon the termination of any such Extension
      Period and upon the payment of all accrued and unpaid interest and any
      Additional Interest then due on any Interest Payment Date, the Company may
      elect
      to begin a new Extension Period, subject to the above conditions. No interest
      shall be due and payable during an Extension Period, except at the end thereof,
      but each installment of interest that would otherwise have been due and payable
      during such Extension Period shall bear Additional Interest (to the extent
      that
      the payment of such interest shall be legally permissible) at the Floating
      Rate
      per annum, compounded quarterly and calculated as set forth in the first
      paragraph of this Security, from the date on which such amounts would otherwise
      have been due and payable until paid or made available for payment. The Company
      shall give the Holders of this Security and the Trustee notice of its election
      to begin any Extension Period at least one Business Day prior to the next
      succeeding Interest Payment Date on which interest on this Security would be
      payable but for such deferral, or so long as such securities are held by the
      Issuer Trust, at least one Business Day prior to the earlier of (i) the next
      succeeding date on which Distributions on the Capital Securities of such issuer
      Trust would be payable but for such deferral, and (ii) the record date for
      determining the holders of such Capital Securities entitled to such
      Distributions on the Capital Securities.

     

    
      
        
        

      

      
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          A-3
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    Payment
      of the principal of (and premium, if any) and interest on this Security will
      be
      made at the office or agency of the Company maintained for that purpose in
      the
      United States, in such coin or currency of the United States of America as
      at
      the time of payment is legal tender for payment of public and private debts,
      which unless otherwise changed by the Company shall be the Corporate Trust
      Office.

     

    The
      indebtedness evidenced by this Security is, to the extent provided in the
      Indenture, subordinate and subject in right of payments to the prior payment
      in
      full of all Senior Indebtedness, and this Security is issued subject to the
      provisions of the Indenture with respect thereto. Each Holder of this Security,
      by accepting the same, (a) agrees to and shall be bound by such provisions,
      (b)
      authorizes and directs the Trustee on his or her behalf to take such actions
      as
      may be necessary or appropriate to effectuate the subordination so provided,
      and
      (c) appoints the Trustee his or her attorney-in-fact for any and all such
      purposes. Each Holder hereof, by his or her acceptance hereof, 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.

     

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

     

    Unless
      the certificate of authentication hereon has been executed by the Trustee
      referred to on the reverse hereof by manual signature, this Security shall
      not
      be entitled to any benefit under the Indenture or be valid or obligatory for
      any
      purpose.

     

    IN
      WITNESS WHEREOF, the Company has caused this instrument to be duly executed
      under its corporate seal.

    
      
        	 	 	 
	 	SOUTHERN BANCORP, INC.
	 
 	 
 	 
 
	
              	By:  	 
	 	
                

                Name:
                  J. Edward Mulkey, Jr.

                
                  Title:
                    Chairman and Chief Executive
                    Officer

                

              


      

       

      
        ATTEST:

      

      
         

        
          	 	 	 	
                
	
                  
                    

                  

                  Priscilla D. Gamwell

                  
                    Secretary

                    
                      [CORPORATE
                        SEAL]

                    

                  

                	 	 	
                


        

      

    

     

    This
      is
      one of the Securities of the series designated therein referred to in the
      within-mentioned Indenture.

     

    
      	 	 	 
	Dated:
              _____________________	
              WILMINGTON
                TRUST COMPANY,

              not
                in its individual capacity, but solely as Trustee

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

                      Authorized
                signatory

            


    

     

    
      
        
        

      

      
        -
          A-4
          -

        
          

        

      

      
        
        

      

    

    
       

      Reverse
        of Security

    

     

    This
      Security is one of a duly authorized issue of securities of the Company (herein
      called the “Securities”),
      issued and to be issued in one or more series under the Junior Subordinated
      Indenture, dated as of March 9, 2004 (herein called the “Indenture”),
      between the Company and Wilmington Trust Company, as Trustee (herein called
      the
“Trustee,”
which
      term includes any successor trustee under the Indenture), to which Indenture
      and
      all indentures supplemental thereto reference is hereby made for a statement
      of
      the respective rights, limitations of rights, duties and immunities thereunder
      of the Company, the Trustee, the holders of Senior Indebtedness and the Holders
      of the Securities, and of the terms upon which the Securities are, and are
      to
      be, authenticated and delivered. This Security is one of the series - designated
      on the face hereof, and is limited to the aggregate principal amount of
      $4,382,000.

     

    All
      terms
      used but not defined in this Security, shall have the respective meanings
      provided in the Indenture or in the Amended and Restated Trust Agreement, dated
      as of March 9, 2004 (as modified, amended or supplemented from time to time
      the
“Trust
      Agreement”),
      relating to Southern Bancorp Capital Trust I (“Issuer
      Trust”),
      among
      the Company, as Depositor, the Issuer Trustees named therein, the Administrators
      named therein, and the Holders from time to time of the Trust Securities issued
      pursuant thereto. -

     

    The
      Company has the right to redeem this Security (i) on or after March 31, 2009
      in
      whole at any time or in part from time to time, or (ii) in whole (but not in
      part), at any time within 90 days following the occurrence and during the
      continuation of a Tax Event, Investment Company Event, or Capital Treatment
      Event, in each case at the Redemption Price described below. The redemption
      of
      Securities of any series as permitted or required by the terms of this
      Certificate or the Indenture shall be made in accordance with the terms of
      this
      Certificate and Article XI of the Indenture; provided,
      however,
      if any
      provision of this Certificate shall conflict with any provision of such Article
      XI, the provision of this Certificate shall govern. Any redemption of any
      Security prior to its Stated Maturity shall also be subject to prior notice,
      and
      approval of (or notice of intent not to disapprove) the redemption, if then
      required by the capital adequacy rules or otherwise by the Federal
      Reserve.

     

    The
      Redemption Price in the case of a redemption under clauses (i) or (ii) in the
      preceding paragraph shall equal the principal amount hereof (or portion thereof
      to be redeemed in a partial redemption), together with accrued interest
      (including Additional Interest, if any) up to but excluding the date fixed
      for
      redemption.

     

    In
      the
      event of redemption of this Security in part only, a new Security or Securities
      of this series for the unredeemed portion hereof will be issued in the name
      of
      the Holder hereof upon the cancellation hereof.

     

    The
      Indenture permits, with certain exceptions as provided therein, the Company
      and
      the Trustee at any time to enter into a supplemental indenture or indentures
      for
      the purpose of modifying in any manner the rights and obligations of the Company
      and of the Holders of the Securities, with the consent of the Holders of not
      less than a majority in aggregate principal amount of the Outstanding Securities
      of each series to be affected by such supplemental indenture. The Indenture
      also
      contains provisions permitting Holders of specified percentages in aggregate
      principal amount of the Securities of each series at the time Outstanding,
      on
      behalf of the Holders of all Securities of such series, to waive compliance
      by
      the Company with certain provisions of the Indenture and certain past defaults
      under the Indenture and their consequences. Any such consent or waiver by the
      Holder of this Security shall be conclusive and binding upon such Holder and
      upon all future Holders of this Security and of any Security issued upon the
      registration of transfer hereof or in exchange therefor or in lieu hereof,
      whether or not notation of such consent or waiver is made upon this
      Security.

     

    
      
        
        

      

      
        -
          A-5
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    As
      provided in and subject to the provisions of the Indenture, if an Event of
      Default with respect to the Securities of this series at the time Outstanding
      occurs and is continuing, then and in every such case the Trustee or the Holders
      of not less than 25% in aggregate principal amount of the Outstanding Securities
      of this series may declare the principal amount of all the Securities of this
      series to be due and payable immediately, by a notice in writing to the Company
      (and to the Trustee if given by Holders), provided
      that,
      if the
      Outstanding Securities have been issued to and are held by an Issuer Trust,
      if
      upon an Event of Default, the Trustee or such Holders fail to declare the
      principal of all the Outstanding Securities of this series to be immediately
      due
      and payable, the Holders of at least 25% in aggregate Liquidation Amount of
      the
      related series of Capital Securities issued by the Issuer Trust then outstanding
      shall have the right to make such declaration by a notice in writing to the
      Company and the Trustee; and upon any such declaration, the principal amount
      of
      and the accrued interest (including Additional Interest, if any) on all the
      Securities of this series shall become immediately due and payable, provided
      that
      the
      payment of principal and interest (including any Additional Interest) on such
      Securities shall remain subordinated to the extent provided in Article XIII
      of
      the Indenture.

     

    No
      reference herein to the Indenture and no provision of this Security or of the
      Indenture shall alter or impair the obligation of the Company, which is absolute
      and unconditional, to pay the principal of (and premium, if any) and interest
      (including Additional Interest) on this Security at the times, place and rate,
      and in the coin or currency, herein prescribed.

     

    As
      provided in the Indenture and subject to certain limitations set forth therein,
      the transfer of this Security is registrable in the Securities Register, upon
      surrender of this Security for registration of transfer at the office or agency
      of the Company maintained under Section 10.2 of the Indenture for such purpose,
      duly endorsed by, or accompanied by a written instrument of transfer in form
      satisfactory to the Company and the Securities Registrar duly executed by,
      the
      Holder hereof or such Holder’s attorney duly authorized in writing, and
      thereupon one or more new Securities of this series, of like tenor, of
      authorized denominations and for the same aggregate principal amount, will
      be
      issued to the designated transferee or transferees.

     

    The
      Securities of this series are issuable only in registered form without coupons
      in minimum denominations of $1,000 and integral multiples of $1,000 in excess
      thereof. To the fullest extent permitted by applicable law, any transfer,
      exchange or other disposition of Securities in contravention of Section
      3.6(b)(v) of the Indenture shall be deemed to be void and of no legal effect
      whatsoever, any such transferee shall be deemed not to be the Holder or owner
      of
      any beneficial interest in such Securities for any purpose, including but not
      limited to the receipt of interest payable on such Securities, and such
      transferee shall be deemed to have no interest whatsoever in such Securities.
      As
      provided in the Indenture and subject to certain limitations therein set forth,
      Securities of this series are exchangeable for a like aggregate principal amount
      of Securities of this series and of like tenor of a different authorized
      denomination, as requested by the Holder surrendering the same.

     

    
      
        
        

      

      
        -
          A-6
          -

        
          

        

      

      
        
        

      

       

    

    In
      the
      event of a distribution of the Securities to holders of the Trust Securities,
      as
      provided in Section 9.4 of the Trust Agreement, the Securities will be issued
      in
      minimum denominations of $1,000 and integral multiples of $1,000 in excess
      thereof to holders of the Common Securities issued by the Issuer Trust, and
      in
      minimum denominations of $50,000 and integral multiples of $50,000 in excess
      thereof to holders of the Capital Securities issued by the Issuer
      Trust.

     

    No
      service charge shall be made for any such registration of transfer or exchange,
      but the Company may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    Prior
      to
      due presentment of this Security for registration of transfer, the Company,
      the
      Trustee and any agent of the Company or the Trustee may treat the Person in
      whose name this Security is registered as the owner hereof for all purposes,
      whether or not this Security be overdue, and neither the Company, the Trustee
      nor any such agent shall be affected by notice to the contrary.

     

    The
      Company and, by its acceptance of this Security or a beneficial interest
      therein, the Holder of, and any Person that acquires a beneficial interest
      in,
      this Security, each agrees that for United States Federal, state and local
      tax
      purposes it is intended that this Security constitute indebtedness and shall
      be
      treated as such.

     

    THIS
      SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAW
      PROVISIONS. 

     

    
      
        
        

      

      
        -
          A-7
          -

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    RESTRICTED
      SECURITIES CERTIFICATE

    (For
      transfers pursuant to § 3.6(b) of the Indenture)

     

    Wilmington
      Trust Company,

    as
      Security Registrar

    1100
      North Market Street

    Wilmington,
      Delaware 19890-0001

    Attention:
      Corporate Trust Administration

     

    
      	 	
              Re:
                

            	
              Floating
                Rate Junior Subordinated Debentures Due March 31, 2034 (“Junior
                Subordinated Debentures”)
                of Southern Bancorp, Inc. (the “Company”)

            


    

     

    Reference
      is made to the Junior Subordinated Indenture, dated as of March 9, 2004 (the
      “Indenture”),
      among
      the Company and Wilmington Trust Company, as Trustee (as defined therein).
      Terms
      used herein and defined in the Junior Subordinated Indenture or in Regulation
      D,
      Rule 144A or Rule 144 under the U.S. Securities Act of 1933 (the “Securities
      Act”)
      are
      used herein as so defined.

     

    This
      certificate relates to $__________ aggregate
      Liquidation Amount of Junior Subordinated Debentures, which are evidenced by
      the
      following certificate(s) (the “Specified
      Securities”):

     

    CUSIP
      No(s). ___________________________      

     

    CERTIFICATE
      No(s). _____________________    

     

    CURRENTLY
      IN BOOK-ENTRY FORM: _______  Yes
      __________No
      (check
      one)

     

    The
      person in whose name this certificate is executed below (the “Undersigned”)
      hereby
      certifies that either (i) it is the sole beneficial owner of the Specified
      Securities or (ii) it is acting on behalf of all the beneficial owners of the
      Specified Securities and is duly authorized by them to do so. Such beneficial
      owner or owners are referred to herein collectively as the “Owner.” If the
      Specified Securities are represented by a Global Security, they are held through
      the Clearing Agency or a Clearing Agency Participant in the name of the
      Undersigned, as or on behalf of the Owner. If the Specified Securities are
      not
      represented by a Global Security, they are registered in the name of the
      Undersigned, as or on behalf of the Owner.

     

    
      
        
        

      

      
        -
          B-1
          -

        
          

        

      

      
        
        

      

       

    

    The
      Owner
      has requested that the Specified Securities be transferred to a person (the
      “Transferee”)
      who
      will take delivery in the form of a Restricted Security. In connection with
      such
      transfer, the Owner hereby certifies that, unless such transfer is being
      effected pursuant to an effective registration statement under the Securities
      Act, it is being effected in accordance with Rule 144A, Rule 904 or Rule 144
      under the Securities Act or other exemption from registration under the
      Securities Act, and all applicable securities laws of the states of the United
      States and other jurisdictions. Accordingly, the Owner hereby further certifies
      as follows:

     

    1.  Rule
      144A Transfers.
      If the
      transfer is being effected in accordance with Rule 144A:

     

     (A)  the
      Specified Securities are being transferred to a person that the Owner and any
      person acting on its behalf reasonably believe is a “qualified institutional
buyer”
      within the meaning of Rule 144A, acquiring for its own account or for the
      account
      of a
      qualified institutional buyer; and

     

     (B)  the
      Owner
      and any person acting on its behalf have taken reasonable steps to ensure that
      the Transferee is aware that the Owner may be relying on Rule 144A in connection
      with the transfer; and

     

    2.  Rule
      904 Transfers.
      If the
      transfer is being effected in accordance with Rule 904:

     

     
      (A)  the
      Owner
      is not a distributor of the Securities, an affiliate of the Company or the
      Issuer Trust or any such distributor or a person acting on behalf of any of
      the
      foregoing;

     

     (B)  the
      offer
      of the Specified Securities was not made to a person in the United
      States;

     

     (C)  either:

     

    
      	(i)     
                	
              at
                the time the buy order was originated, the Transferee was outside
                the
                United States or the Owner and any person acting on its behalf reasonably
                believed that the Transferee was outside the United States,
                or

            


    

     

    
      	(ii)    
                	
              the
                transaction is being executed in, on or through the facilities of
                the
                Eurobond market, as regulated by the Association of International
                Bond
                Dealers, or another designated offshore securities market and neither
                the
                Owner nor any person acting on its behalf knows that the transaction
                has
                been prearranged with a buyer in the United
                States;

            


    

     

     (D)  no
      directed selling efforts within the meaning of Rule 902 of Regulation S have
      been made in the United States by or on behalf of the Owner or any affiliate
      thereof; and

     

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

     

    3.  Rule
      144 Transfers. If
      the
      transfer is being effected pursuant to Rule 144:

     

     (A)  the
      transfer is occurring after a holding period of at least one year (computed
      in
      accordance with paragraph (d) of Rule 144 or such shorter time as may be
      provided therein) has elapsed since the date the Specified Securities were
      acquired from the Company or the Issuer Trust or from an affiliate (as such
      term
      is defined in Rule 144) of the Company or the Issuer Trust, with the full amount
      of the purchase price paid at the date of purchase, whichever is later, and
      is
      being effected in accordance with the applicable amount, manner of sale and
      notice requirements of paragraphs (c), (e), (f) and (h) of Rule 144;
      or

     

    
      
        
        

      

      
        -
          B-2
          -

        
          

        

      

      
        
        

      

       

    

     (B)  the
      transfer is occurring after a holding period of at least two years (or such
      shorter time as may be provided in Rule 144(k) has elapsed since the date the
      Specified Securities were acquired from the Company or the Issuer Trust or
      from
      an affiliate (as such term is defined in Rule 144) of the Company or the Issuer
      Trust, with the full amount of the purchase price paid at the date of purchase,
      whichever is later, and the Owner is not, and during the preceding three months
      has not been, an affiliate of the Company or the Issuer Trust.

     

    4.  Other
      Transfers.
      If the
      Owner seeks to make a transfer in reliance of any other exemption under the
      Securities Act, it shall attach hereto a letter stating the exemption relied
      upon and the facts under which such exemption is available for the requested
      transfer, and shall attach an opinion of counsel satisfactory to the Company
      stating that such exemption is available and is being properly
      used.

     

    This
      certificate and the statements contained herein are made for your benefit and
      the benefit of the Company, the Issuer Trust and the Holders.

     

    
      	 	 	 
	Dated:
              __________________________________	_________________________________________________________
	 
 	(Print
              the name of
              the Undersigned, as such term is defined in the second paragraph of
              this
              certificate.)
  
 
	
            	By:  	____________________________________________________
	 	Name:	____________________________________________________ 
	 	Title: 	____________________________________________________
	 	 	 
	 	
              (If
                the Undersigned is a corporation, partnership, fiduciary or entity,
                the
                correct name of the entity, and the name and title of the person
                signing
                on behalf of the Undersigned must be
                stated.)

            


    

     

    
      
        
        

      

      
        -
          B-3
          -