EX-4.8 3 banf-ex48_79.htm EX-4.8

Exhibit 4.8

CSB BANCSHARES, INC., as Issu e r

INDENTURE

Dated as of August 17, 2006

WILMINGTON TRUST COMPANY, as Trustee

FLOATING RATE JUNIOR S UBORDINAT E D DEFERRABLE INTEREST DE BE NTURES DUE 2036

1312808.1CSB Bancshares, Inc./Indenture

TAB L E OF CONTENTS

| Page
ARTICLE I. DEFINITIONS | 1
| Section 1.1. | Definitions. | 1
ARTICLE II. DEBENTURES | 8
| Section 2.1. | Authentication and Dating. | 8
| Section 2.2. | Form of Trustee’s Certificate of Authentication. | 8
| Section 2.3. | Form and Denomination of Debentures. | 9
| Section 2.4. | Execution of Debentures. | 9
| Section 2.5. | Exchange and Registration of Transfer of Debentures. | 9
| Section 2.6. | Mutilated, Destroyed, Lost or Stolen Debentures. | 11
| Section 2.7. | Temporary Debentures. | 12
| Section 2.8. | Payment of Interest and Additional Interest. | 12
| Section 2.9. | Cancellation of Debentures Paid, etc. | 13
| Section 2.10. | Computation of Interest. | 14
| Section 2.11. | Extension of Interest Payment Period. | 15
| Section 2.12. | CUSIP Numbers. | 15
ARTICLE III. PARTICULAR COVENANTS OF THE COMPANY. | 16
| Section 3.1. | Payment of Principal, Premium and Interest; Agreed Treatment of the Debentures | 16
| Section 3.2. | Offices for Notices and Payments, etc. | 17
| Section 3.3. | Appointments to Fill Vacancies in Trustee’s Office. | 17
| Section 3.4. | Provision as to Paying Agent. | 17
| Section 3.5. | Certificate to Trustee. | 18
| Section 3.6. | Additional Sums. | 18
| Section 3.7. | Compliance with Consolidation Provisions. | 19
| Section 3.8. | Limitation on Dividends. | 19
| Section 3.9. | Covenants as to the Trust. | 19
| Section 3.10. | Additional Junior Indebtedness. | 20
ARTICLE IV. SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE | 20
| Section 4.1. | Securityholders’ Lists. | 20
| Section 4.2. | Preservation and Disclosure of Lists. | 20
ARTICLE V. REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT | 21
| Section 5.1. | Events of Default. | 21
| Section 5.2. | Payment of Debentures on Default; Suit Therefor. | 23
| Section 5.3. | Application of Moneys Collected by Trustee. | 24
| Section 5.4. | Proceedings by Securityholders. | 24
| Section 5.5. | Proceedings by Trustee. | 25
| Section 5.6. | Remedies Cumulative and Continuing; Delay or Omission Not a Waiver. | 25

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1312808.1CSB Bancshares, Inc./Indenture

| Section 5.7. | Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. | 25
| Section 5.8. | Notice of Defaults. | 26
| Section 5.9. | Undertaking to Pay Costs. | 26
ARTICLE VI. CONCERNING THE TRUSTEE | 26
| Section 6.1. | Duties and Responsibilities of Trustee. | 26
| Section 6.2. | Reliance on Documents, Opinions, etc. | 27
| Section 6.3. | No Responsibility for Recitals, etc. | 28
| Section 6.4. | Trustee, Authenticating Agent, Paying Agents, Transfer Agents or Registrar May Own Debentures | 28
| Section 6.5. | Moneys to be Held in Trust. | 29
| Section 6.6. | Compensation and Expenses of Trustee. | 29
| Section 6.7. | Officers’ Certificate as Evidence. | 29
| Section 6.8. | Eligibility of Trustee. | 30
| Section 6.9. | Resignation or Removal of Trustee | 30
| Section 6.10. | Acceptance by Successor Trustee. | 31
| Section 6.11. | Succession by Merger, etc. | 32
| Section 6.12. | Authenticating Agents. | 32
ARTICLE VII. CONCERNING THE SECURITYHOLDERS | 33
| Section 7.1. | Action by Securityholders. | 33
| Section 7.2. | Proof of Execution by Securityholders. | 33
| Section 7.3. | Who Are Deemed Absolute Owners | 34
| Section 7.4. | Debentures Owned by Company Deemed Not Outstanding. | 34
| Section 7.5. | Revocation of Consents; Future Holders Bound. | 34
ARTICLE VIII. SECURITYHOLDERS’ MEETINGS . | 34
| Section 8.1. | Purposes of Meetings. | 34
| Section 8.2. | Call of Meetings by Trustee | 35
| Section 8.3. | Call of Meetings by Company or Securityholders | 35
| Section 8.4. | Qualifications for Voting. | 35
| Section 8.5. | Regulations. | 35
| Section 8.6. | Voting. | 36
| Section 8.7. | Quorum; Actions | 36
ARTICLE IX. SUPPLEMENTAL INDENTURES | 37
| Section 9.1. | Supplemental Indentures without Consent of Securityholders. | 37
| Section 9.2. | Supplemental Indentures with Consent of Securityholders. | 38
| Section 9.3. | Effect of Supplemental Indentures | 39
| Section 9.4. | Notation on Debentures. | 39
| Section 9.5. | Evidence of Compliance of Supplemental Indenture to be Furnished to Trustee. | 39
ARTICLE X. REDEMPTION OF SECURITIES | 39
| Section 10.1. | Optional Redemption. | 39
| Section 10.2. | Special Event Redemption. | 39
| Section 10.3. | Notice of Redemption; Selection of Debentures. | 40
| Section 10.4. | Payment of Debentures Called for Redemption. | 40

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ARTICLE XI. CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE | 40
| Section 11.1. | Company May Consolidate, etc., on Certain Terms. | 41
| Section 11.2. | Successor Entity to be Substituted. | 41
| Section 11.3. | Opinion of Counsel to be Given to Trustee. | 41
ARTICLE XII. SATISFACTION AND DISCHARGE OF INDENTURE | 41
| Section 12.1. | Discharge of Indenture | 41
| Section 12.2. | Deposited Moneys to be Held in Trust by Trustee. | 42
| Section 12.3. | Paying Agent to Repay Moneys Held | 42
| Section 12.4. | Return of Unclaimed Moneys. | 42
ARTICLE XIII. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS | 43
| Section 13.1. | Indenture and Debentures Solely Corporate Obligations. | 43
ARTICLE XIV. MISCELLANEOUS PROVISIONS | 43
| Section 14.1. | Successors. | 43
| Section 14.2. | Official Acts by Successor Entity. | 43
| Section 14.3. | Surrender of Company Powers. | 43
| Section 14.4. | Addresses for Notices, etc. | 43
| Section 14.5. | Governing Law. | 43
| Section 14.6. | Evidence of Compliance with Conditions Precedent | 44
| Section 14.7. | Table of Contents, Headings, etc. | 44
| Section 14.8. | Execution in Counterparts. | 44
| Section 14.9. | Separability. | 44
| Section 14.10. | Assignment | 44
| Section 14.11. | Acknowledgment of Rights. | 44
ARTICLE XV. SUBORDINATION OF DEBENTURES | 45
| Section 15.1. | Agreement to Subordinate. | 45
| Section 15.2. | Default on Senior Indebtedness. | 45
| Section 15.3. | Liquidation, Dissolution, Bankruptcy | 45
| Section 15.4. | Subrogation. | 46
| Section 15.5. | Trustee to Effectuate Subordination. | 47
| Section 15.6. | Notice by the Company. | 47
| Section 15.7. | Rights of the Trustee; Holders of Senior Indebtedness | 48
| Section 15.8. | Subordination May Not Be Impaired | 48
Exhibit A | Form of Floating Rate Junior Subordinated Deferrable Interest Debenture
Exhibit B | Form of Certificate to Trustee

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THIS INDENTURE, dated as of August 17, 2006, between CSB Bancshares, Inc., an Oklahoma corporation (the “C o m pa n y”), and Wilmington Trust Co m pany, a Delaware banking corporation, as debenture trustee (the “Tr u stee”).

WITNESSETH:

WHEREAS, for its lawful corporate purposes, the Co m pany has duly authorized the issuance of its Floating Rate Junior Subordinated Deferrable Interest Debentures due 2036 (the “Debentures”) under this Indenture to provide, among other things, for the execution and authentication, delivery and ad ministration thereof, and the Com pany has duly authorized the execution of this Indenture; and

WHEREAS, all acts and things necessary to make this Indenture a valid agreement according to its terms, have been done and performed;

NOW, THEREFORE, This Indenture Witnesseth:

In consideration of the pre mises, and the purchase of the Debentures by the holders thereof, the Co m pany covenants and agrees with the Trustee for the equal and proportionate benefit of the respective holders from time to ti me of the Debentures as follows:

ARTICLE I. DEFI N IT I ONS

Section 1.1. Definitions. The ter m s defined in th i s Section 1.1 (except as herein othe r wise expressly provided or unl e ss the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective m e anings specified in this Section 1.1. All accounting t e r m s used he r ein and not e xpressly defined shall have the m eani n gs assigned to such terms in accordance with generally accepted accounting pr i n ciples and t h e te r m “generally accepted accounting principles” means such accounting principles as are generally accepted in the United States at the t i m e of any co m putation. The words “herein,” “hereof” and “h ereunder” and other words of si m ilar i m port refer to this Indenture as a whole and n o t to a n y particular Article, Section or other su b d i v ision.

“Ac c ele r ation Event of D e fault” m eans an Event of Default under Section 5.1(a), (d), (e) or (f), whatever the reason for such Acceleration Event of Default and whether it shall be voluntary or inv oluntary or be effected by o peration of law or p ursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental bod y.

“Additional I n terest” has the meaning set forth in Section 2.11.

“Additional J unior I ndebt e dness” m eans, without duplication and other t han t he Debentures, any indebtedness, liabilities or obligations of the Com pany, or any Subsidiary of the Com pany, under debt securities (or guarantees in respect of debt securities) initially issued after the date of this Indenture to any trust, or a trustee of a trust, partnership or other e ntity affiliated with the Com pany that is, directly or indirectly, a finance subsidiary (as such term is defined in Rule 3a-5 under the Investment Co m pany Act of

1940) or other financing vehicle of the Co m pany or any Subsidiary of the Com pany in connection with the issuance by that entity of preferred securities or other securities that are eligible to qualify for Tier 1 capital treatment (or its then equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve, as then in effect and applicable to the Co m pany (or, if the Co m pany is not a bank holding com pany, such guidelines applied to the Com pany as if the Co m pany were subject to such guidelines); provided, howeve r, that the inability of the Com pany to treat all or any portion of the Additional Junior Indebtedness as Tier 1 capital shall not disqualify it as Additional Junior Indebtedness if such inability results from the Co m pany having cum ulative preferred stock, minority interests in consolidated subsidiaries, or any other class of

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security or interest whi c h the Federal Reserve n o w or m ay hereaf t er a c cord Tier 1 capital trea t m e nt (including the Debentures) in excess of the a m ount w h ich may qualify for trea t m ent as Tier 1 capital under applicable c a pital adequacy guidelines.

“Additional S u ms” has the meaning set forth in Section 3.6.

“Affiliat e” has the same meaning as given to that term in Rule 405 of t he Securities Act or any successor rule thereunder.

“Authenticating Agent” means any agent or agents of the Trustee which at the ti me shall be appointed and acting purs uant to Section 6.1 2.

debtors.

“Bankruptcy Law” means Title 11, U.S. Code, or any si m ilar fe d eral or sta t e l aw for the relief of

“Board of D i rectors” means the board of directors or the executive committee or any other duly authorized designated officers of the Com pany.

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

“Business D a y” m eans any day other than a Saturday, Sunday or any other day on which banking institutions in New York City or Wilmington, Delaware are permitted or required by any applicable law or executive order to close.

“Capital Sec u rities” means undivided beneficial interests in the assets of the Trust which rank pari passu with Common Securities issued by the Trust; provided, howeve r, that upon the occurrence and continuance of an Event of Default (as defined in the Declaration), the rights of holders of s uch Common Securities to pay ment in respect of distributions and pay ments upon liquidation, redem ption and otherwise are subordinated to the rights of holders of such Capital Securities.

“Capital Securities Guarante e” means the guarantee agreement that the Co m pany enters into with Wilmington Trust Co m pan y, as guarantee trustee, or other Perso ns that operates directly or indirectly for the benefit of holders of Capital Securities of the Trust.

“Capital T re a t m ent Even t” means the receipt by the Co m pany and the Trust of an opinion of counsel experienced in such matters to the effect that, as a result of the occurrence of any amendment to, or change (including any announced prospective change) in, the laws, rules or regulations of the United States or any p olitical subdivision thereof or therein, or as the result of any official or ad ministrative pronouncement or action or decision interpreting or applying such laws, rules or reg ulations, which amendment or change is effective or which pronouncement, action or decision is announced on or after the date of original issuance of the Debentures, there is more than an insubstantial risk that the Com pany will not, within 90 days of the date of such opinion, be entitled to treat an amount equal to the aggregate liquidation a mount of the Capital Securities as “Tier 1 Capital” (or its then equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve, as then in effect and applicable to the Co m pany (or if the Co m pany is not a bank holding company or is otherwise not subject to the Federal Reserve’s risk-based capital adequacy guidelines, such guidelines applied to the Co m pany as if the Co m pany were subject to such guidelines); provide d, however, that the inability of the Com pany to treat all or any portion of the liquidation amount of the Capital Securities as Tier l Capital shall not constitute the basis for a Capital Treatment Event, if such i nability results from the Com pany having cum ulative preferred stock, minority interests in consolidated subsidiaries, or any other class of security or interest which the Federal Reserve or

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OTS, as applicable, m ay now or hereaf t er accord Tier 1 Capital trea t ment in excess of the a m ount which may now or hereafter qualify for treatment as Tier 1 Capital under applicable capital adequacy guidel i nes; provided further, however, that the di s tributi o n of Debentures in connection with the li q uidation of t h e Trust shall not in and of itself constitute a Capit a l Trea t m ent Event unless such liquidation shall have occurred in connection wi t h a Tax Event or an Inves t ment C o m p a n y Event.

“Certifi c at e” means a certificate signed by any one of the principal executive officer, the principal financial officer or the principal accounting officer of the Com pany.

“C o m m on Securitie s” means undivided beneficial interests in the assets of the Trust which rank pari passu with Capital Securities issued by the Trust; provided, howeve r, that upon the occurrence and continuance of an Event of Default (as defined in the Declaration), the rights of holders of s uch Common Securities to pay ment in respect of distributions and pay ments upon liquidation, redem ption and otherwise are subordinated to the rights of holders of such Capital Securities.

“C o m pan y” means CSB Bancshares, Inc., an Oklahoma corporation, and, subject to the pro visions of Article XI, shall include its successors and assigns.

“Coupon Ra te” has the meaning set forth in Section 2.8.

“Debenture” or “Debentures” has the meaning stated in the first recital of this Indenture. “Debenture R egister” has the meaning specified in Section 2.5.

“Dec l aratio n” m eans the Amended and Restated Declaration of Trust of the Trust, as amended or supplemented from time to time.

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

“De f aulted Interest” has the m eaning set forth in Section 2.8. “Dete r minat i on Dat e” has the meaning set forth in Section 2.10.

“Distribution Period” means (i) with respect to interest paid on the first Interest Pay ment Date, the period beginning on (and i ncluding) the date of origi nal issuance and ending on (but excluding) the Interest Pay ment Date in Dece m b er 2006 and (ii) thereafter, with respect to interest paid on each successive Interest Pay ment Date, the period beginning on (and including) the preceding Interest Pa y ment Date and ending on (but excluding) such current Interest Pay ment Date.

“Event of Default” means any event specified in Section 5.1, continued for the period of time, if any, and after the giving of the notice, if any, therein designated.

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

“Federal R es erve” m eans the Board of Governors of the Federal Reserve Syste m, or its designated district bank, as applicable, and any successor federal agency t hat is primarily responsible for regulating the activities of bank holding c o m panies.

“Indenture” means this instru ment as originally executed or, if amended or supplemented as herein provided, as so amended or supplemented, or b oth.

“Institutional Truste e” has the meaning set forth in the Declaration.

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“Interest Pa y ment Date” means Ma r ch 15, June 15, Sept e m b e r 15 and Dec e m b er 15 of each y ear during t h e term of this Indenture, or if such day is not a Busine s s Da y, then the next succ e eding Business Day (it being understood t h at interest accrues for a ny such non-B u siness Da y), commencing in Dece m b er

2006.

“Interest Ra te” means for the Distribution Period beginning on (and including) t he date of ori ginal issuance and ending on (but excludin g) the Interest Pay ment Date in Decem ber 2006 the rate per annum of

7.23%, and for each Distribution Period beginning on or after the Interest Payment Date in Dece m ber 2006,

the Coupon Rate for such Distribution Period.

“Inves t m ent C o m p any Event” m eans the receipt by the Co m pany and the Trust of an opinion of counsel experienced in such matters to the effect that, as a result of the occurrence of a change in law or regulation or written change (including any announced prospective change) in interpretation or application of law or reg ulation by any legislative body, court, governmental agency or regulatory authorit y, t here is m ore than an insubstantial risk that the Trust is or, within 90 days of the date of such opinion will be considered an “investment com pany” t hat is required to be registered under the Investment Co m pany Act of 1940, as amended which change or prospective change beco m es effective or would become effective, as the case may be, on or after the date of the issuance of the Debentures.

“Liquidation A m oun t” m eans the stated amount of $1,000.00 per Trust Security. “Maturity Dat e” m eans September 15, 2036.

“Officers’ Certificat e” means a certificate signed by the Chair man of the Board, the Chief Executive Officer, the Vice Chair man, the President, any Managing Director or any Vice President, and by the Treasurer, an Assistant Treasurer, the Co m ptroller, an Assistant Co m ptroller, the Secretary or an Assistant Secretary of the Co m pany, and delivered to the Trustee. Each such certificate shall include the statements provided f or in Section 14.6 if and to t he extent required by the provisions of such Section.

“Opinion of Counsel” means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Com pany, or may be other counsel reasonably satisfactory to the Trustee. Each such opinion shall include the state ments provided for in Section 14.6 if and to t he extent required by the provisions of such Section.

“OTS” means the Office of Thrift Supervision and any successor federal agency that is pri marily responsible for regulating the activities of savings and loan holding com panies.

The term “outstanding,” when used with reference to Debentures, m eans, subject to the pro visions of Section 7.4, as of any particular time, all Debentures authenticated and delivered by the Trustee or the Authenticating Agent under this Indenture, except:

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

(b) Debentures, or portions t hereof, for the pay ment or redem ption of which m oneys in the necessary amount shall have been deposited in trust with the Trustee or with any pa ying agent (other than the Com pany) or shall have been set aside and segregated in trust by t he Company (if the Co m pany shall act as its own pa ying age nt); prov i de d, howeve r, that, if such Debentures, or portions thereof, are to be redeemed prior to maturity thereof, notice of such redem ption shall have been given as provided in Section 10.3 or provision satisfactory to the Trustee shall have been made for giving such notice; and

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(c) Debentures paid pursuant to Section 2.6 or in lieu of or i n substitution for which other Debentures sh all have be e n authenticated and delive r ed pursuant to the te r m s of Section 2.6 unless proof satisf a ctory to the C o m pa n y and the Trustee is p r e s ented that any such Debentures are held b y b o na fide holders in du e course.

“Perso n” m eans any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock com pany, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Prede c essor Securit y” of any particular Debenture means every previous Debenture evidencing all or a portion of the same debt as that evidenced by such particular Debenture; and, for p urposes of this definition, any Debenture authenticated and delivered under Section 2.6 in lieu of a lost, destro yed or stolen Debenture shall be dee med to evidence the same debt as the lost, destroyed or stolen Debenture.

“Principal Office of the Trustee,” or other si milar ter m, means the office of the Trustee, at which at any particular time its corporate trust business shall be principally administered, which at the time of the execution of this Indenture shall be Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-1600, Attention: Corporate Trust Administration.

“Red e m ption Dat e” has the meaning set forth in Section 10.1.

“Rede m ption Pric e” means 100% of the principal amount of the Debentures being redeemed, plus accrued and unpaid interest (including any Additional Interest) on such Debentures to the Redemption Date.

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

“Securities Ac t” means the Securities Act of 1933, as amended from time to time or any successor legislation.

“Securit y holder,” “holder of Debentures,” or other similar ter ms, means any Person in whose name at the time a particular Debenture is registered on the register kept by the Com pany or the Trustee for that purpose in accordance with the terms hereof.

“Senior Indebtedness” means, with respect to the Com pany, (i) t he principal, premiu m, if any, and interest in respect of (A) indebtedness of the Com pany for all borrowed and purchased money and (B) indebtedness evidenced by securities, debentures, notes, bonds or other similar instruments issued by the Co m pany; (ii) all capital lease obligations of the Co m pany; (iii) all obligations of the Com pany issued or assu med as the deferred purchase price of property, all conditional sale obligations of the Co m pany and all obligations of the Company under any title retention agreement; (iv) all obligations of the Co m pany for the rei mbursement of any letter of credit, any banker’s acceptance, any security purchase facility, any repurchase agree ment or si milar arran ge ment, any interest rate swap, any other hedging arrange ment, a ny obligation under options or any similar credit or other transaction; (v) all obligations of the Com pany associated with derivative products such as interest and foreign exchange rate contracts, commodity contracts, and similar arrange ments; (vi) all obligations of the type referred to in clauses (i) through (v) above of other Persons for the pa y ment of which the Co m pany is responsible or liable as obligor, g uarantor or otherwise including, without limitation, similar obligations arising from off-balance sheet guarantees and

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direct credit substitutes; and (vii) all ob l igations of the type referred to in clauses (i) through (vi) above of other Persons secured by any lien on a n y property or asset of the Co m p any (whether or not such obligation is ass u m ed b y the Co m p a n y), whether incurred on or p r ior to the date of th is Indenture or thereafter incurred. Notwithstanding the foregoing, “Senior Indebtedness” shall not include (1) any Additional Junior Indebtedness, (2) Debentures issued pursuant to t h is Indenture and guar a ntees in respect of such Debentures, (3) trade accounts p a y able of the Co m p any arising i n the o r dina r y course of business (such trade accounts pa y able be i ng pari passu in ri g h t of pa y m ent to t h e Debentures), or (4) o b l i gations with respect to w h ich (a) in the instr u m ent creating or e v id encing the sa m e or pursuant to which the s a me is outstanding, it is provided that such obligations are pari pass u, ju n ior or other w ise not super i or in right of pa y m ent to the Debentures and (b) the C o m p an y, prior to the issuance thereo f, has notified (and, if then required under the applicable guidelin e s of the regu l ating entit y, has received approval from) the Fede r al Reserve (if th e C o m p any is a bank holding co m p an y) or the OTS (if the Co m p any is a savings and loan holding compan y). Senior Indebtedness shall continue to be Senior Indebtedness and be entitled to the subordinati o n pro v isions i r respective of any amendment, m odification or waiver of a n y term of such Sen io r Indebtedness.

Event.

“Special Ev en t” means a n y of a Capital Trea t m ent Event, an Inv e s t m ent C o m p any Event or a Tax

“Special Re d e m p tion Date” has the m eaning set forth in Section 10.2.

“Special Re d e m p tion Pric e” means the price set forth in the following table for any Special Redem ption Date that occurs on the date indicated below (or if such day is not a Business Day, then the next succeeding Business Day), expressed as the percentage of the principal amount of the Debentures being redeemed:

Month in which Special Red e mption Date O c curs | Special Redemption Price
December 2006 | 104.625%
March 2007 | 104.300%
June 2007 | 104.000%
September 2007 | 103.650%
December 2007 | 103.350%
March 2008 | 103.000%
June 2008 | 102.700%
September 2008 | 102.350%
December 2008 | 102.050%
March 2009 | 101.700%
June 2009 | 101.400%

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September 2009 | 101.050%
December 2009 | 100.750%
March 2010 | 100.450%
June 2010 | 100.200%
September 2010 and t hereafter | 100.000%

plus, in each case, accrued and unpaid interest (including any Additional Interest) on such

Debentures to the Special Redem ption Date.

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

“Tax Event” means the receipt by the Com pany and the Trust of an opinion of counsel experienced in such matters to the effect that, as a result of any amend ment 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 a uthority thereof or t herein, or as a result of any official administrative pronouncement (including any private letter ruling, technical advice m e m orandum, field service advice, regulatory procedure, notice or announcement, including any n otice or announcement of intent to adopt such procedures or regulations) (an “Ad m inistrative Actio n”) or judicial decision interpreting or applying such laws or regulations, regardless of whether such Ad ministrative Action or judicial decision is issued to or in connection with a proceeding involving the Com pany or the Trust and whether or not subject to review or appeal, which amend ment, clarification, change, Ad m inistrative Action or decision is enacted, promulgated or announced, in each case on or after the date of original issuance of the Debentures, there is m ore than an insubstantial risk that: (i) the Trust is, or will be within 90 da ys of the date of such opinion, subject to United States federal inco me tax with respect to inco me received or accrued on the Debentures; (ii) interest payable by the Co m pany on the Debentures is not, or within 90 da ys of the date of such opinion, will not be, deductible by the C o m pany, in whole or in part, for United States federal income tax purposes; or (iii) the Trust is, or will be within 90 da ys of the date of such opinion, subject to m ore than a de minimis amount of other taxes, duties or other govern mental charges.

“3-Month L I BOR” has the meaning set forth in Section 2.10. “Telerate Pa g e 3750” has the meaning set forth in Section 2.10.

“Trust” shall m ean CSB Bancshares Statutory Trust I, a Delaware statutory trust, or any other si milar trust created for the purpose of issuing Capital Securities in connection with the issuance of Debentures under this Indenture, of which the Com pany is the sponsor.

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“Trust Secur i tie s” means Co mmon Securities and Capital Securities of the Trust.

“Trustee” means Wilmington Trust Co m pany, and, subject to the provisions of Article VI hereof, shall also include its successors and assigns as Trustee hereunder.

ARTICLE II. DEB E NTURES

Section 2.1. Authenticat i on and Datin g. Up o n t h e execution and delive r y o f this Indent u re, or from time to time thereafter, Deb e nt u res in an aggregate principal a m ount not in excess of $5,1 55,0 00.0 0 may be executed and delivered by the C o m p any to the Trustee for authentication, and the Trustee, upon receipt of a written au th entication order fr o m t h e C o m p an y, shall there u pon authent i cate and m a ke available for delivery said Debentures to or upon the w r itten order of the Co m p an y, signed by its Chairman of the Board of Director s, Chief Exe c utive Officer, Vice Chai r man, the Pr e sident, one of its Manag i ng Directors or one of its Vice Presidents without any fur t her action by the C o m p a n y hereund e r. Notwithstanding a n y t hing to the contra r y contained h er e in, the Trustee shall be fully protected in rel y ing upon the afore m entioned authentication order and w r itten order in au t h enticating and d e livering sa i d Debentures. In authenticating such Debentures, a n d accepting the additional responsibilities under this Indenture in relation to such Debentures, the Trustee shall be entitled to receive, and (subject to Section 6.1) s h all be ful l y p rotected in rel y i ng up o n:

(a) a copy of any Board Resolution or Board Resolutions relating thereto and, if applicable, an appropriate record of any action taken pursuant to s uch resolution, in each case certified by the Secretary or an Assistant Secretary of the Com pany, as the case may be; and

(b)an Opinion of Counsel prepared in accordance with Section 14.6 which shall also state:

(1) that such Debentures, when authenticated and delivered by the Trustee and issued by the Co m pany in each case in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Co m pany, subject to or limited by applicable bankruptc y, insolvency, reorganization, conservatorship, receivership, m oratorium and other statutory or decisional laws relating to or affecting creditors’ rights or the reorganization of financial institutions (including, without limitation, preference and fraudulent conve yance or transfer laws), heretofore or hereafter enacted or in effect, affecting the rights of creditors generally; and

(2) that all laws and requirements in respect of the execution and delivery by the Com pany of the Debentures have been com plied with and that authentication and delivery of the Debentures by the Trustee will not violate the terms of this Indenture.

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

The definitive Debentures shall be t yped, printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as deter mined by the officers executing such Debentures, as evidenced by their execution of such Debentures.

Section 2.2. Form of T r ustee’s C e rt i ficate of Authenticatio n. The Trustee’s certificate of authentication on all Debentures shall be in substant i ally t h e following for m:

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This is one of the Debentures referred to in the within-mentioned Indenture. WILMING T ON TRUST COMPA N Y, as Trustee

By Authorized Signer

Section 2.3. Form and Denomination of Debentures. The Debentures shall be substant i al l y in the form of Exhibit A attached hereto. The Debentures shall be in registered, certificated form without coupons and in m in i m u m deno m inations of $100,000.00 and any m u ltiple of $1,000.00 in excess there o f. Any atte m p ted transfer of the Debentures in a blo c k having an aggregate principal a m ount of less than

$100,00 0.00 shall be deemed to be void and of no l egal effect whatsoever. Any such purp orted transferee shall be deemed not to be a holder of such Debentures for any purpose, including, b ut not limited to the receipt of payments on such Debentures, and such purported transferee shall be dee med to have no interest whatsoever in such Debentures. The Debentures shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the officers executing the same may deter mine with the approval of the Trustee as evidenced by the execution and authentication thereof.

Section 2.4. Execution of Debenture s. The Debentures shall be signed i n th e na m e and on behalf of the C o m p any by the manual or facs i m i l e signature of its Chai r m a n of the Board of Directors, Chief Executive Officer, Vice Chai rm an, President, one of its M anaging Directors or one of its Executive Vice P r esid e nts, Senior Vice Pr e sidents or Vice Pr e si d ents. Only such Debentures as shall bear thereon a certifica t e of authentication substantially in the form h e rein before recited, executed by the Trustee or t h e Authenticating Agent by t h e manual signature of an au t horized s i gner, shall be entitled to the benefits of this Indentu r e or be valid or o b liga t o r y for a n y purpose. Such certificate by t h e Trustee or the Authenticating Agent upon any Debenture executed by the Co m p a n y shall be conclusive evidence that t h e Debenture so authenticated has been d u l y authenti c ated and del i ver e d hereunder and that the holder is entitled to the benefits of this Indenture.

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

Every Debenture shall be dated the date of its authentication.

Section 2.5. Exchange a nd Registration of Tra n sfer of Debentures. The Co m p any shall cause to be kept, at the office or ag en cy m aintained for the p u rpose of registration of transfer and for exchange as prov i ded i n Section 3.2, a register (the “Debenture Register”) for the Debentures issu e d hereunder in which, subject to such reasonable regulations as it may prescribe, the Co m p any shall provide for the registration and transfer of all Debentures as in this Article II provided. The Debenture Register shall be in written form or in any other form capable of being converted into written form within a reasonable time.

Debentures to be exchanged may be surrendered at the Principal Office of the Trustee or at any office or agency to be m aintained by the Com pany for such p urpose as provided in Section 3.2, and t he Co m pany shall execute, the Co m pany or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in exchange therefor the Debenture or Debentures which the Securityholder making the e xchange shall be entitled to receive. Upon due presentment for

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registration of transfer of a n y Debenture at the Principal Offi c e of the Trustee or at any offi c e or agency o f the C o m p any m aintained for such pu r pose as provided in Section 3.2, the Co m p any shall execute, the C o m p any or the Trustee sh all register and the Trustee or the Authenticating A g ent shall au th enticate and make availa b le for delivery in t h e name of the transfer e e or t ransfer e es a new Debent u re for a like aggregate principal a m ou n t. Registrati o n or registrat i on of transfer of a n y Debenture b y the Trustee or b y any agent of the Co m p any appo i nted pursuant t o Sect i on 3.2, and delive r y of such De b enture, shall b e dee m ed to co m p lete the registration or r eg i stration of transfer of such Debenture.

All Debentures presented for registration of transfer or for exchange or pay ment shall (if so required by the Co m pany or t he Trustee or the Authenticating Agent) be duly endorsed by, or be acco m panied by a written instrument or instruments of transfer in form satisfactory to the Com pany and the Trustee or the Authenticating Agent du ly executed by the holder or his attorney duly authorized in writing.

No service charge shall be made for any exchange or registration of transfer of Debentures, but the Co m pany or the Trustee may require pay ment of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in connection therewith.

The Com pany or the Trustee shall not be required to exchange or register a transfer of any

Debenture for a period of 15 da ys next preceding the date of selection of Debentures for redem ption.

Notwithstanding anything herein to the contrary, Debentures may not be transferred except in co m pliance with the restricted securities legend set forth below, unless otherwise deter mined by the Co m pany, upon the advice of counsel expert in securities law, in accordance with applicable law:

THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE CORPORATION.

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAW. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE WITH RULE 144A, (D) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A) OF RULE 501

UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF

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COUNSEL, CERTIFICATION AND/OR O T HER INFORMATION S ATISFACTORY TO IT IN ACC O RD A NCE WITH THE INDE N TURE, A COPY OF WHICH M A Y BE OBTAI N ED FROM TH E COMPA N Y.

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

OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THE SECURITIES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975

OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000.00 AND MULTIPLES OF $1,000.00 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN

$100,000.00 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.

THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

Section 2.6. Mutilated, Destroyed, L o st or Stolen Debentures. In case any Debenture shall bec o m e m u ti l ated or be destro y ed, l o st or stole n, the C o m p any shall execute, and upon its written request the Trustee sh all authenticate and deliver, a new Debenture bearing a n u mber not conte m poraneously outstanding, i n exchange and substitu t ion for the m u til a ted Debenture, or in lieu of and i n substitution for the Debenture so destro y e d, lost or stolen. In every case the applicant for a substituted Debenture shall furnish to the Co m p any and the Trustee such security or inde m n ity as may be required by th e m to save each of th e m ha r m le s s, and, in every case of destruct i on, loss or theft, the appli c ant shall also furnish to the C o m p any and the Trustee evidence to their satisfact i on of the destruction, loss or theft of such Debenture and of the o w nership thereof.

The Trustee may authenticate any such substituted Debenture and deliver the same upon the written request or authorization of any officer of the Co m pany. Upon the issuance of any substituted Debenture, the Co m pany may require the pay ment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith.

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In case any Debenture which has m a tu red or is about to m ature or has been called for red e m p tion in full shall bec o m e m u tilated or be destro y ed, lost or s t o l en, the Co m p any m a y, inst e ad of issuing a substitute Debenture, pay or aut h or i ze the pa y ment of the s a me (without surrender thereof except in the case of a m u tila t ed Debenture) if the applicant for such pa y m e n t shall furn i sh to the Co m p any and the Trustee such security or ind e m n ity as may be requir e d by them to sa v e each of th e m ha r m l e ss and, in case of destruction, loss or theft, evidence satisfactory to the Co m p any and to the Trustee of the destruction, loss or theft of such Debenture and of the ownership t h ereof.

Every substituted Debenture issued pursuant to the provisions of this Section 2.6 by virtue of the fact that any such Debenture is destroy ed, lost or stolen shall constitute an additional contractual obligati on of the Co m pan y, whether or not the destro yed, lost or stolen Debenture shall be found at any time, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Debentures duly issued hereunder. All Debentures shall be held and owned upon the express condition that, to the e xtent permitted by applica ble law, the foregoing provisions are exclusive with respect to the replacement or pa y ment of m utilated, destroyed, lost or stolen Debentures and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or pay ment of negotiable instruments or other securities without their surrender.

Section 2.7. Te m porary Debentures. Pending the preparation of definit i ve Debentures, the C o m p any may execute and the Trustee shall aut h enticate and make avai l able for delivery te m porary Debentures that are t y p e d, printed or lithographe d. Te m porary Debentures shall be issuable in a n y authorized deno m ination, and substa n tially i n the form of the definitive Debentures in lieu of which they are i s sued but with such o m issions, insertions a nd variations as may be appropriate for te m porary Debentures, all as may be deter m ined by the Co m p a n y. Every such t e m porary Debenture shall be executed by the Co m p any and be authenticated by the Trus t ee upon the sa m e conditions and in substantially th e same manne r, and with the same effect, as the d e f i nitive Debentures. Without unreasonable delay the C o m p any wi l l execute and deliver to the Trustee or the Authenticating Agent definitive Debentures and thereupon a n y or all tempora r y Debentures m ay b e s u rrendered in exchan g e therefor, at the principal corporate trust office of the Trustee or at any office or agency m ain t ained by the C o m p any for such purpose as provided in Section 3.2, and t h e T rustee or the Authenticating Agent shall authenticate and make available for delivery in e x change for s u ch te m pora r y Debentures a like aggregate principal a m ount of such definitive Debentures. Such exchange shall be made by the Company at its own expense and without an y charge there f or except that in case of any such exchange involving a r e gistration of transfer the Co m p a n y may require pa y m ent of a s u m sufficient to cover a n y tax, fee or other governmental charge that may be i m posed in relation thereto. Until so exchanged, the te m porary Debentures shall in all respects be entitled to the sa m e benefits under this Indenture as definitive Debentures authenticated and delivered hereunder.

Section 2.8. Payment of Inter e st and Additional Inter e s t. Interest at the In terest Rate and any Addit i o n al Interest on a n y Debent u re that is p a yab l e, and is p unctual l y paid or du l y p ro v ided fo r, o n any Interest Pa y m ent Da t e for Deben t ures shall be p a id to the P erson in wh o se name said Debenture (or one or m o re Predecessor Securities) is registered at t he close of business on the regular rec o rd date for such interest instal l m ent except that interest and any Addit i onal Interest p a y able on t h e Maturi t y Date shall be paid to t h e Person to whom principal is paid.

Each Debenture shall bear interest for the period beginning on (and including) t he date of ori ginal issuance and ending on (but excluding) the Interest Pay ment Date in Decem ber 2006 at a rate per annum of

7.23%, and shall bear interest for each successive Distribution Period begin ning on or after the Interest Pay ment Date in Decem ber 2006 at a rate per annum equal to the 3-Month LIBOR, determined as described in Section 2.10, plus 1.82% (the “Coupon Rat e”), applied to the principal amount thereof, until the principal thereof becomes due and payable, and on any overdue principal and to the extent that pay ment

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of such interest is enforceable under applicable law (without d u plication) on any overdue install m ent of interest (including Additional Interest) at the Interest Rate in effect for each applicable period c o m pounded quarterl y. Interest shall be pa y able (subject to any relevant Extension Period) qu a rterly in a rrears on e a c h Interest Pa y ment Da t e with the first instal l m ent of interest to be p a id on the Interest Pa y m ent Date i n December 2006.

Any i nterest on any Debenture, including Additional Interest, that is payable, but is not punctually paid or d u ly provided for, on any I nterest Pay ment Date (herein called “Defaul t ed Interes t”) shall forthwith cease to be payable to the registered holder on the relevant regular record date by virtue of having been such holder; and such Defaulted Interest shall be paid by the Company to the Persons in whose na m es such Debentures (or their respective Predecessor Securities) are registered at the close of business on a special record date for the pay ment of such Defaulted Interest, which shall be fixed in the following manner: the Co m pany shall notify the Trustee in writing at least 25 da ys prior to the date of the proposed pay ment of the amount of Defaulted Interest proposed to be paid on each such Debenture and the date of the proposed pay ment, and at the same time the Com pany 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 pay ment, 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 pay ment of such Defaulted Interest which shall not be m ore than 15 nor less than 10 da ys prior to the date of the proposed pay ment and not less than 10 da ys after the receipt by the Trustee of the notice of the proposed pay ment. The Trustee shall promptly notify the Co m pany of such special record date and, in the name and at the expense of t he Co m pany, shall cause notice of the proposed pa y ment of such Defaulted Interest and the special record date therefor to be mailed, first class postage prepaid, to each Securityholder at its address as it appears in the Debenture Register, not less than 10 days prior to such special record date. Notice of the proposed pay ment of such Defaulted Interest and the special record date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Debentures (or their respective Predecessor Securities) are registered on such special record date and shall be no longer pa yable.

The Co m pany may make pay ment of any Defaulted Interest on any Debentures in any other lawful manner after notice given by the Company to the Trustee of the proposed pay ment method; p r ovide d, however, the Trustee in its sole discretion deems such pay ment method to be practical.

Any interest (including Additional Interest) scheduled to become pa yable on an Interest Pay ment Date occurring during an Extension Period shall not be Defaulted Interest and shall be payable on such other date as may be specified in the terms of such Debentures.

The term “regular record date” as used in this Section shall mean the close of business on the 15th

Business Day preceding the applicable Interest Payment Date.

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

Section 2.9. Cancellation of De b en t ures Paid, etc. All Debentures surrendered for the purpose of p a y m ent, redemption, excha n ge or registration of transfer, shall, if surrendered to the C o m p any or any p a y ing agent, be surrendered to the Trustee and pro m ptly canceled by it, or, if surrendered to the Trustee or a n y Authenticating Agent, shall be pr o m ptly canceled by it, and no Debentures sh a ll be issued in lieu thereof except as e x pressly permitted by any of the provisions of this Indenture. All Debentures canceled by any Authenticating Agent shall be deliver e d to the Trustee. The Trustee shall destroy all canceled De b entures unle s s the C o m p a n y otherwise di r ects the T r ustee in writ i ng. If the Co m p any shall acquire any of the Debentures, however, such acquisi t ion shall not operate as a rede m p tion or satisfacti o n

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of the indebtedness r epresented by such Debentu r es unless and until the same are surrendered to the

Trustee for cancellation.

Section 2.10. Computation of Interes t. The a m ount of interest pa y able for e ach Distribution Period will be calculated by app l y ing the Interest Rate to the principal a m ount outstanding at the c o mmencement of the Di s tributi o n Per i od on t h e b a sis of the ac t ual nu m ber of d a y s in the Distribution Period concerned divided b y 3 6 0. All percentages r esulting from any calculations on the Debentures wi l l be rounded, if necessar y, to the nearest one hund r ed-thousand t h of a percentage poin t, with five one- millionths of a percentage point r ounded upward (e.g., 9.876545% (or .09876545) being rounded t o

9.87655% (or .0987655), and all dollar amounts used in or resulting from such calculation will be rounded to the nearest cent (with one-half cent being rounded u pward)).

(a) “3-Month L I BOR” m eans the London i nterbank offered interest rate for three-month, U.S. dollar deposits determined by the Trustee in the following order of priorit y:

(1) the rate (expressed as a percentage per annum) for U.S. dollar deposits having a three-month maturity t hat appears on Telerate Page 3750 as of 11:00 a.m. (London time) on the related Determination Date (as defined below). “Telerate Page 3750” m eans the display designated as “Page 3750” on the Moneyli ne Telerate Service or such other page as may replace Page 3750 on that service or such other service or services as may be nominated by the British Bankers’ Association as the information vendor f or the purpose of displaying London interbank offered rates for U.S. dollar deposits;

(2) if such rate cannot be identified on the related Determination Date, the Trustee will request the principal London offices of four leading banks in the London i nterbank market to provide such banks’ offered quotations (expressed as percentages per annum) to prime banks in the London interbank market for U.S. dollar deposits having a three-month maturity as of 11:00 a.m. (London time) on such Determination Date. If at least two quotations are provided, 3-Month LIBOR will be the arith metic mean of such quotations;

(3) if fewer than two such quotations are provided as requested in clause (2) above, the Trustee will request four major New York City banks to provide such banks’ offered quotations (expressed as percentages per annum) to leading European banks for loans in U.S. dollars as of

11:00 a.m. (London time) on such Deter mination Date.If at least two such quotations are provided, 3-Month LIBOR will be the arith metic mean of such quotations; and

(4)if fewer than two such quotations are provided as requested in clause (3) above,

3-Month LIBOR will be a 3-Month LIBOR determined with respect to the Distribution Period immediately preceding such current Distribution Period.

If the rate for U.S. dollar deposits having a three-m onth maturity t hat initially appears on Telerate Page 3750 as of 11:00 a.m. (London time) on the related Determination Date is superseded on the Telerate Page 3750 by a corrected rate by 12:00 noon (London time) on such Determination Date, then the corrected rate as so substituted on the applicable page will be t he applicable 3-Month LIBOR for such Determination Date.

(b) The Interest Rate for any Distribution Period will at no time be higher than the maxi m um rate then permitted by New York law as the same may be modified by United States law.

(c) “Dete r minat i on Dat e” m eans the date that is two London Banking Da ys (i.e., a business day in which dealings in deposits in U.S. dollars are transacted in the London i nterbank market) preceding the particular Distribution Period for which a Coupon Rate is being determined.

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(d) The Trustee shall notify the C o m p an y, the Institutional Trustee and any securities exchange or interdealer quotation s y stem on which the Capital Securities are listed, of the Coupon Rate and the Dete r m i n ation Date fo r each Dis t ribution Per i od, in each case as soon as practicable after the deter m ination thereof but i n no event la t er than the th i r tieth (30 t h) day of t h e re l evant Distribution Period. Failure to notify the Co m p an y, t h e Institutional Trustee or any securities exchange or interdealer quotation s y ste m, or any defect in said notice, shall not affect the obligation of the C o m p a n y to m ake pa y m ent on the Debentures at the applicable Coupon Rate. Any error in the calculation of the C oup o n Rate by t h e Trustee may be corrected at any t i me by notice delivered as above prov i ded. Upon the request of a holder of a Debenture, the Trustee shall provide the Coupon Rate then in effect a nd, if deter m ined, the Coupon Rate for the next D istribution P e riod.

(e) Subject to the corrective rights set forth above, all certificates, communications, opinions, deter minations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions relating to the pay ment and calculation of interest on the Debentures and distributions on the Capital Securities by t he Trustee or the Institutional Trustee will (in the absence of willful default, bad faith and m anifest error) be final, concl usive and binding on the Trust, the Company and all of the holders of the Debentures and the Capital Securities, and no liability shall (in the absence of willful default, bad faith or manifest error) attach to the Trustee or the Institutional Trustee in connection with the exercise or non-exercise by either of t hem or their respective powers, duties and discretion.

Section 2.11. Extension of Inte r est P a yment P e rio d. So long a s no Acce l e r ation Event of Default has o ccurred and is continui n g, the Co m p any shall have the right, from time to t i m e, and without causing an Event of Default, to defer pa y m ents of interest on the Debentures by extending the interest pa y m ent period on t h e Debentures at a n y ti m e and from time to time during t h e term of the Debentures, for up to 20 consecutive quarterly per i ods (each such extended interest pa y ment period, an “Extension Period”), du r ing which E x tension Per i od no interest (i ncluding Additional Interest) shall be due a n d pa y able (except any Add i tional Su m s that m ay be due and pa y a b le). No Extension Period may end on a date other than an Interest Pa y m ent Date. During an Extension Period, interest will continue to accrue on the Debentures, and interest on such accrued interest will accrue at an annual rate equal to the Interest Ra t e in effect for such Extension Period, c o m pounded q u art e rly from the date such interest would have be e n pa y able were it not f o r the Extension P e riod, to the extent per m it t ed by law (such interest referred to herein as “Additional Interest”). At the end of any such Extension Period the C o m p a n y shall p a y all interest then accrued and unpaid on t h e Debentures (together with Additional I n terest thereon); provide d, howeve r, that no Extension Period may extend b e y o nd the Maturity Date; provided further, h o weve r, that during a n y su c h Extension Period, the Co m p any shall not and shall not per m it any Affiliate to (i) declare or pay any dividends or distributions on, or redee m, purchase, acquire, or make a liquidation p a y m ent with respect to, any of the Co m p any’s or s u ch Affiliate’s capital stock (other than pa y m ents of dividends or distributions to the C o m p any or pa y m ents of dividends from direct o r indirect subsidiaries of t h e C o m p any to their parent corporations, which also shall be direct or indirect subsidiaries of the C o m p an y) or make a n y guarantee pa y m ents with respect to the foregoing or (ii) make a n y p a y m ent o f principal of or interest or pre m i u m, if an y, on or r e pa y, repurchase or redeem any debt securities of the C o m p any or any Affiliate that rank pari passu in all respects with or junior in interest to the D e bentures (o ther than, with respect to clauses (i) or (ii) above, (a) repurchases, rede m p tions or other acquisitions of shares of capital stock of the C o m p any in connection with a n y e m plo y m ent contract, benefit plan or other similar arrangement with or for the benefit of one or m o re e m plo y ees, officers, directors or consultants, in connection with a dividend reinves t m ent or stockholder stock purchase plan or in connection with the issuance of capital stock of the C o m p any (or securities c o nvertible into or exercisable for such capital st o ck) as consideration in an acquisition transaction entered into prior to the a pplicable Ex t ension Period, (b) as a result of a n y exchange or conversion of any class or series of the C o m p any’s capit a l stock (o r any capital stock of a subsidiary of the C o m p an y) for any class or series of the C o m p any’s c apit a l stock or of any class or series of the Co m p an y’s indebtedness for any class or series of the Co m p an y’s ca p ital stock, (c) the purchase of frac t ional interests

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in shares of the C o m p any’s capital stock pursuant to t h e conversion or exchan g e provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend i n connection wi t h any stoc k ho l ders’ rights p lan, or the issuance of r i ghts, stock or other prop e r t y under a n y stockholders’ rights plan, or the rede m p tion or repurchase of rights pursuant thereto, (e) any dividend in the form of stock, warrants, opti o ns or other rights w h ere the divi d end stock or t h e stock issuable up o n exercise of such warrants, options or other r ights is the same stock as that on which the dividend i s being paid or ranks pari passu with or jun i or to such stock and an y cash p a y m ents in lieu of fractional shares issued in connect i on therewith, (f) pa y m ents of principal or interest on debt securit i es or pa y m en ts of cash dividends or distributions on any capit a l stock issued by an Affiliate that is not, in whole or i n part, a subsidiary of the C o m p any (or any rede m p tions, repurchases or li q uidation p a yments on s u ch stock or securities), o r (g) p a y m ents under the Capital Securities Guarantee). Prior to the ter m ination of any Extens i on Period, the C o m p any m a y fur t her extend such period, prov i ded that such pe r iod together with all such previous and further consecutive extensions thereof sh all not exceed 20 consecutive quarterly periods, or extend beyond the Maturi t y Date. Upon the te r m ination of any E x t e nsion Period and upon the pa y m ent of all accrued a n d unpaid inter e st and Additional Interest, the C o m p any m ay commence a new Extension Period, subject to the foregoi n g require m e nts. No interest or Ad d itional Interest shall be due and payable during an Extension P e riod, except at the end thereof, but each ins t al l m ent of interest that would otherwise have been due and p a y able during such Extension Period shall bear Additional Interest t o the extent per m itted by applicable l a w. The C o mpany m u st give the Trust e e notice of its election to b egin or extend an Extension Period by the close of bus in ess at le a st 15 Business Da y s prior to the Interest Pa y m ent D a t e with r e spe c t to which interest on the Debentures would have been p a y a ble except for the election to begin or extend such Extension P e riod. T h e Trustee shall give notice o f the Co m p a n y’s election to begin a new Extension Period to t h e Securit y hold e rs.

Section 2.12. CUSIP Numbers. The Co m p any in issuing the Debentures m ay use “C USI P” nu m bers (if th en generally in use), and, if so, the Trustee shall use CUSIP n u m b ers in notices of red e m p tion as a convenience to Securityholders; prov i ded, h o wever, that a n y such notice m ay state that no representati o n is m ade as to the corr e ctness of su c h nu m bers e i ther as print e d on the Debentures or a s contained in any notice of a red e mption and that r e liance may be placed only on the other identification nu m bers printed on the Debentures, a n d any such r ede m ption shall not be affected by a n y defect in or o m i ssion of such nu m bers. The Co m p any will p r ompt l y noti f y th e Trustee in writing of any change in t h e CUSIP nu m b ers.

ARTICLE III.

PART I CU L AR C OV EN ANTS OF T HE C OMP A NY

Section 3.1.Payment of Principal, Premi u m and Inte r est; Agr e ed Tr eatment of the

Debentures.

(a) The Co m pany covenants and agrees that it will duly and punctually pay or cause to be paid the principal of and premium, if any, and interest and any Additional Interest and other pay ments on the Debentures at the place, at the respective ti m es and in the manner provided in this Indenture and the Debentures. Each installment of interest on the Debentures m ay be paid (i) by mailing checks for such interest pay able to the order of the holders of Debentures entitled thereto as they appear on the registry books of t he Co m pany if a request for a wire transfer has not been received by t he Com pany or (ii) by wire transfer to any account with a banking i nstitution l ocated in the United States designated in writing by such Person to t he pay ing agent no later than the related record date. Notwithstanding the f oregoing, so long as the holder of this Debenture is the Institutional Trustee, the pay ment of the pri ncipal of and interest on this Debenture will be made in immediately available funds at such place and to such accou nt as may be designated by the Institutional Trustee.

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(b) The C o m p a n y will treat the Debentures as indebtedness, and the a m ounts pa y able in respect of t h e principal a m ount of such Debentures as interest, for all United States federal inc o m e tax purposes. All pa y m ents in respect of such Debe n t ures will be m ade free and clear of United States withhold i ng t ax to any b e neficial owner thereof that has provided an Internal Revenue Service Form W8

BEN (or any substitute or s uccessor form) establishing its non-United States status for United States federal income tax purposes.

(c) As of the date of this Indenture, the Com pany has no present intention to exercise its right under Section 2.11 to defer pay ments of interest on the Debentures by commencing an Extension Period.

(d) As of the date of this Indenture, the Com pany believes that the likelihood that it would exercise its right under Section 2.11 to defer pay ments of interest on t he Debentures by commencing an Extension Period at any ti me during which the Debentures are outstanding is re m ote because of the restrictions that would be imposed on the Co m pany’s ability to declare or pay dividends or distributions on, or to redee m, purchase or make a liquidation pa y ment with respect to, any of its outstanding equity and on the Com pany’s ability to make any pa y ments of principal of or interest on, or repurchase or redeem, any of its debt securities that rank pari passu in all respects with (or junior in interest to) the Debentures.

Section 3.2. Offic e s for Notices and Payments, etc. So l ong as a n y of the Debentures remain outstanding, the Co m p a n y will m ain t ain in Wilmington, Delaware, an office or agency where the Debentures may be pres e nted for p a yment, an off i ce or agency where the D e bentures m ay be presented for registration of transfer and for exchange as in this Indenture provided and an office or agency where notices and demands to or u p on t h e C o m p any i n respect of the D e bentures or of this I n denture may be served. The C o m p any will give to the Trustee writ t en notice of t h e location of any such office or agen c y and of any change of location thereof. Until othe r wise designa t ed from t i me to ti m e by the Co m p any in a notice to the Trustee, or specified as conte m plated b y Section 2.5, such office or agen c y f o r all of the above pu r po s es shall be the office or agency of the Trustee. In c a s e the C o m p any shall fail to maintain any such office o r agency i n W i l m ington, Delaware, or shall fail to give such notice of the location or of any change in the location thereof, presentat i ons and d e m a nds m ay be made and notices may be s erved at the P rincipal Offi c e of the Trustee.

In addition to any such office or agency, the Com pany may from time to time designate one or m ore offices or agencies outside Wilmington, Delaware, where the Debentures may be presented for registration of transfer and for exchange in the manner provided in this Indenture, and the Co m pany may from time to time rescind such designation, as the Co m pany may deem desirable or expedient; provide d, however, that no such designation or rescission shall in any manner relieve the Co m pany of its obligation to maintain any such office or agency in Wilmington, Delaware, for the purposes above m entioned. The Co m pany will give to the Trustee prompt written notice of any such designation or rescission thereof.

Section 3.3. Appointme n ts to Fill Vacancies in Trustee’s Off i ce. The Compan y, when e v er necessary to avoid or fill a vacancy in the office of Trustee, w i ll appoint, in the manner provided i n Section 6.9, a Trustee, so that there shall at all times be a Trustee hereunder.

Section 3.4.Provision as to Payi n g A g ent.

(a) If the Co m pany shall appoint a pay ing agent other than the Trustee, it will cause such pay ing agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the pro vision of t his Section 3.4,

(1)that it will hold all sums held by it as such agent for the pay ment of the principal of and premium, if any, or interest, if any, on the Debentures (whether such sums have been

18 131 2 808.1CSB Bancshares, Inc./Indenture

paid to it b y the Co m p a n y or b y a n y other obl i gor on the De b entures) in trust for the benefit of the holders of the Debentures;

(2) that it will give the Trustee prompt written notice of any failure by t he Com pany (or by any other obligor on the Debentures) to make any pay ment of the principal of and pre miu m, if any, or interest, if any, on the Debentures when the same shall be due and payable; and

(3) that it will, at any time during the continuance of any E vent of Default, upon t he written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such pay ing agent.

(b) If the Com pany shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest or other pay ments, if any, on the Debentures, set aside, segregate and hold in trust for the benefit of the h olders of the Debentures a sum sufficient to pay such principal, premiu m, interest or other pa y ments so beco ming due and will notify the Trustee in writing of any failure to take such action and of any failure by t he Com pany (or by any other o bligor under the Debentures) to make any pay ment of the principal of and premium, if an y, or i n terest or other pa y ments, if any, on the Debentures when the same shall become due and pa y able.

Whenever the Co m pany shall have one or m ore paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debentures, deposit with a pa ying agent a sum sufficient to pay the pri ncipal, premium, interest or other pa y ments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Com pany shall promptly notify the Trustee in writing of its action or failure to act.

(c) Any thing in this Section 3.4 to the contrary notwit hstanding, the Com pany may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debentures, or for any other reason, pay, or direct any pa ying agent to pay to the Trustee all su ms held in trust by the Co m pany or any such pa y ing agent, such sums to be held by t he Trustee upon t he trusts herein contained.

(d) Any thing in this Section 3.4 to the contrary notwithstanding, the agreement to h old sums in trust as provided in this Section 3.4 is subject to Sections 12.3 and 12.4.

Section 3.5.Certifica t e t o Trust e e. The C o m p any will deliver to the Trustee on or before

120 days after the end of each fiscal year, so long as Debentures are outstanding hereunder, a Certificate stating that in the course of the perform ance by the signers of their duties as officers of the Com pany they would norm ally have knowledge of any default during such fiscal year by the Co m pany in the performance of any covenants contained herein, stating whether or not they have knowledge of any such default and, if so, specifying each such default of which the signers have knowledge and the nature and status thereof. A form of this Certificate is attached hereto as Exhibit B.

Section 3.6. Additional S u m s. If and for so lo n g as the Trust is the holder o f all Debentures and the Trust is required to p a y a n y additional taxes (including withho l ding t a xes), duties, assessments or other governmental char g es as a result of a Tax E v ent, the Company will p a y such addit i onal a m ounts (“Additional Sums”) on t h e Debentures as shall be r equired so that the net amounts received and retained b y the Trust after pa y ing t axes (including withh o ld i ng taxes), d u ties, assessments or other govern m ental charges will be equal to the a m ounts t h e Trust would have recei v ed if no such taxes, duties, assessments or other g o vernmental char g es had been i m posed. W h enever in th i s Indenture o r the Debentures there is a reference in any context to the pa y m ent of principal of or interest on the Debentures, such m e ntion shall be dee m ed to i n clude m enti o n of pa y m ents of the Addition a l Sums p rovided for in this paragra p h to the extent that, in such context, Additional Su m s are, were or would be pa y able in respect thereof pursuant to the

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provisions of this paragraph and e x p r ess mention of t h e p a y m ent of Additional Sums (if applicable) in a n y provisions h e reof shall not be con s trued as excluding Additional Sums in those provisions hereof where such express mention is not m ade; provided, however, that the deferral of the pa y m ent of interest during an Extension Period pursuant to Section 2.11 shall not d ef e r the pa y ment of any Additional Su m s that m ay be due and p a y a ble.

Section 3.7. Compliance with Consolidation Prov i sion s. The Co m p any will not, while any of the Debentures remain outstandin g, consolidate wit h, or merge into, or merge into itself, or sell or conv e y all or substantially all of its property to a n y other Person unless the provisions of A rticle XI hereof are c o m p lied with.

Section 3.8. Li m itation on Dividends. If Debentures are initia l ly issued to the Trust or a trustee of su c h Trust in connection with the issuance of Trust Securities by the Trust (regardless of wheth e r Debentures continue t o be held b y such Trust) and (i) there shall have occurred and be conti n uing an E v ent of Default, (ii) the C o m p a n y shall be in default with respect to its pa y m ent o f any obl i g ations under t h e Capital Securities Guarantee, or (iii) the C o m p any shall have given notice of its election to defer pa y men t s of interest on the Debentures by extend i ng the interest pa y m ent period as provi d ed herein and such period, or any extension thereof, shall be continuing, t h en the C o m p any shall not, and shall not allow any Affiliate of the Co m p any to, (x) d e clare or pay any dividends or distributions on, or r e de e m, purchase, acquire, or make a liquidation p a y m ent with respect to, any of the Co m p an y’s capital stock or its Affiliates’ capital stock (other t h an p a y m ents of div i den d s or distrib uti ons to t h e Co m p any or p a y m ents of dividends fr o m direct or indirect subsidia r ies of the Co m p any to th e i r parent corporations, w h ich also shall be direct or indirect subsidiaries of the C o m p an y) or m ake any guarantee pa y ments with r espect to the foregoing or (y) m ake any pa y m ent of principal of or interest or p r e m i u m, if any, on or rep a y, repurchase or rede e m any debt securities of the Company or any Affiliate that rank pari pa s su in all respects with or junior i n inte r est to the Deben t ures (other than, with res p ect to c l auses (x) and (y) above, (1) repurchases, r ede m p tions or other acquisi t ions of shares of capital stock of the Co m p any in connection with any e m ployment contract, benefit plan or other s i m i lar arrang e ment with or fo r the benefit of one or m or e e mployees, offi c ers, directors or consultants, in connection with a divid e nd reinvestment or stockholder stock purchase plan o r in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable fo r such capi t al stock) as c onsideration in an acquisi t ion transaction entered into prior to the applicable Extension Period, if an y, (2) as a result of any exchange or conversion of any class or series of the Co m p an y’s capital stock (or any capital stock of a s ubsidiary of the Co m p an y) for any class or series of the C o m p any’s capital sto c k or of any class or seri e s of the C o m pa n y’s indebtedness for any class or ser ie s of the Co m p any’s capital stock, (3) the purchase of fractional interests in shar e s of the Co m p any’s capital stock pursuant to the conversion or exchange prov i sions of s u ch capital stock or the security being converted or exchanged, (4) a n y declaration of a di v idend in con n ection with a n y stock h ol d ers’ rights p lan, or the issuance of rights, stock or other proper t y u nd er any stock h olders’ rights plan, or the rede m p tion or repurchase of rights pursuant thereto, (5) any divid e nd in the form of stock, warrants, options or other rights where the divide n d s tock or t h e stock issuable upon exercise of such warrants, opti o ns or other r i gh t s is the same stock as that on which the dividend is being p a id or ranks pari passu with or jun i or to such stock and any cash pa y m ents in lieu of fractional shares i ssued in connection therewith, (6) p a y m ents of principal or interest on debt securit i es or pa y m e n ts of cash dividends or distributions on any capital stock issued by an Affiliate th at is not, in whole or in part, a subsidiary of the Co m p any (or any rede m p tions, repurchases or liqu i dation p a y m ents on such stock or securit i es), or (7) pa y m ents under the Capital Securities Guarantee).

Section 3.9. Covenants as to the Trus t. For so long as the Trust Securities remain outstanding, t h e Co m p any shall m aintain 100% ownership of the C o m m on Securities; prov i ded, however, that any permitted successor of the C o m p any und e r this Indenture may succeed to the Co m p any’s ownership of such Common Securities. The Co m p an y, as owner of the Common Securities, shall, except

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in connection with a distribution of Debentures to the holders of Trust Securities in liquidat i on of the Trust, the red e m p tion of all of the Trust Securities or cert a in mergers, consolidations or amalg a mations, each as per m itted by the Declarat i on, cause the Trust (a) to re m ain a s t atuto r y trust, (b) to otherwise continue to be classif i ed as a grantor tru s t for United States federal inco m e tax purposes, and (c) to cause each holder of Trust Securities to be treated as owning a n u n divided b eneficial interest in the Debentures.

Section 3.10. Additional Junior Indebtednes s. The C o m p any sh a ll not, and it shall not cause or per m it a n y S ubsidia r y of the C o mpa n y to, in c u r, issue or be obligated on a n y A d ditional Jun i or Indebtedness, either directly or indir e ctl y, by way of guarantee, suret y ship or otherwise, other than Additional Junior Indebtedness (i) that, by its terms, is expressly stated to be either junior and subordinate or pari passu in all respects to the Debentures, and (ii) of which the C o m p any has notified (and, if then required under the applicable guidelin e s of the regu l ating entit y, has received approval from) the Fede r al Reserve, if the Co m p any is a bank holding co m p a n y, or the OTS, if the Co m p any is a savings and loan holdi n g co m p an y.

ARTICLE IV. SECU R IT Y HO L D E RS’ LISTS A N D REPORTS BY THE COMPANY AN D THE T R U STEE

Section 4.1. Securityholders’ Lists. Th e C o m p any covenants and agrees that it will furnish or cause to be furnished to the Trustee:

(a) on each regular record date for the Debentures, a list, in such form as the Trustee may reasonably require, of the na mes and addresses of the Securityholders of the Debentures as of such record date; and

(b) at such other times as the Trustee may request in writing, within 30 da ys after the receipt by the Com pany of any such request, a list of si milar form and content as of a date not m ore than 15 days prior to t he time such list is furnished;

except that no such lists need be furnished under th is Section 4.1 so long as t he Trustee is in possession thereof by reason of its acting as Debenture registrar.

Section 4.2.Pres e rvation and Disclosure of Lists.

(a) The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the holders of Debentures (1) contained in the m ost recent list furnished to it as provided in Section 4.1 or (2) received by it in the capacity of Debentures registrar (if so acting) hereunder. The Trustee may destroy any list fur nished to it as provided in Section 4.1 upon receipt of a new list so furnished.

(b) In case three or m ore holders of Debentures (hereinafter referred to as “applicants”) apply in writing to the Trustee and furnish to the Trustee reasonable proof that each such applicant has owned a Debenture for a period of at least 6 months preceding the date of such application, and such application states that the applicants desire to communicate with other holders of Debentures with respect to their rights under t his Indenture or under such Debentures and is acco m panied by a copy of the form of proxy or other comm u nication which such applicants propose to trans mit, then the Trustee shall within 5 Business Days after the receipt of such application, at its election, either:

(1)afford such applicants access to the information preserved at the time by the

Trustee in accordance with the pro visions of subsection (a) of this Section 4.2, or

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(2)inform such applicants as to the appro x imate n u m b er of holders of Debentu r es whose n a mes and address e s appear in the information preserved at the t i m e by the Trust e e in accordance with the provisions of subsection (a) of this Section 4.2, and as to the approxi m ate cost of mailing to s u ch Securit y h o lders the form of pro x y or o t her c o m m unicat i on, if any, specified in such application.

If the Trustee shall elect n ot to afford such applicants access to such information, the Trustee shall, upon the written request of such applica nts, mail to each Securityholder whose name and address appear in the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section 4.2 a copy of t he form of proxy or other communication which is s pecified in such request with reasonable promptness after a tender to the Trustee of the material to be mailed and of pa y ment, or provision for the pay ment, of the reasonable expenses of mailing, unless within five days after such tender, the Trustee shall mail to such applicants and file with the Securities and Exchange Commission, if permitted or required by applicable law, together with a copy of the material to be mailed, a written statement to the effect that, in the o p i nion of t he Trustee, such mailing would be contrary to the best interests of the holders of all Debentures, as the case m ay be, or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If said Commission, as permitted or required by applicable law, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining o ne or m ore of such objections, said Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Trustee shall mail copies of such material to all such Securityholders with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or duty to such applicants respecting their application.

(c) Each and every holder of Debentures, by receiving and holding the same, agrees with the Co m pany and the Trustee that neither the Com pany nor the Trustee nor any pay ing agent shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the holders of Debentures in accordance with the provisions of subsection (b) of this Section 4.2, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under said subsection (b).

ARTICLE V.

REMEDIES OF THE T RUST E E AND SECURITYHO L D E RS UPON AN E VENT OF D EFAU L T

Section 5.1. Events of Default. “Event of Default,” whe r ever u sed herein, means any one of the following events (whatever the rea s on for such E v ent of Default and whether it shall b e volunta r y o r invol u n ta r y o r be effected b y operation of law or purs u ant to any j udg m ent, decree or order of any court or any order, ru l e or regulati o n of a n y ad m inistrative or g overn m ental bo d y):

(a) the Co m pany defaults in the pay ment of any interest upon any Debenture, including any Additional Interest in respect thereof, following the nonpa y ment of any such interest for twenty or m ore consecutive Distribution Periods; or

(b) the Co m pany defaults in the pay ment of all or any part of the principal of (or premiu m, if any, on) any Debentures as and when the same shall become due and pa yable either at maturity, upon rede m ption, by declaration of acceleration or otherwise; or

(c) the Co m pany defaults in the performance of, or breaches, any of its covenants or agreements in this Indenture or in the terms of the Debentures established as contemplated in this Indenture (other than a covenant or agree ment a default in whose performance or whose breach is elsewhere in this

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Section specifically dealt with), and continuance of s u ch default or breach for a period of 60 d a y s after there has b ee n given, by r e gistered or c e rtified m ail, t o the C o m pa n y by the Trustee or to the C o m p any and the Trustee b y the ho l ders of at least 2 5% in aggre g ate principal a m ount of the outstanding Debentures, a written notice specif y ing s u ch default or breach and requ i ring it to be remedied and stating that such notice is a “Notice o f Default” hereunder; or

(d) a court of co m petent jurisdiction shall enter a decree or order for relief in respect of the Co m pany in an involuntary case under any applicable bankruptcy, i nsolvency, reorganization or other si milar law n ow or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or si milar official) of the Co m pany or for any substantial part of its property, or ordering t he winding-up or liquidation of its affairs and such decree or order shall remain unsta yed and in effect for a period of 90 consecutive days; or

(e) the Com pany shall commence a voluntary case under any applicable bankruptc y, insolvenc y, reorganization or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to t he appointm ent of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other si milar official) of the Com pany or of any substantial part of its property, or shall make any general assign ment for the benefit of creditors, or shall fail generally to pay its debts as they become due; or

(f) the Trust shall have voluntarily or involuntarily liquidated, dissolved, wound-up its business or otherwise terminated its existence except in connection with (i) the distribution of the Debentures to holders of such Trust Securities in liquidation of their interests in the Trust, (ii) the redem ption of all of the outstanding Trust Securities or (iii) certain mergers, consolidations or amalgamations, each as per mitted by the Declaration.

If an Acceleration Event of Default occurs and is continuing with respect to the Debentures, then, and in each and every such case, unless the principal of the Debentures shall have already beco me due and payable, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Debentures then outstanding hereunder, by notice in writing to the Com pany (and to the Trustee if given by Securityholders), may declare the entire principal of the Debentures and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and pa yable. If an E vent of Default under Section 5.1(b) or (c) occurs and is continuing with respect to the Debentures, then, and in each and every such case, unless the principal of the Debentures shall have already beco me due and pa yable, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Debentures then outstanding hereunder, by notice in writing to the Com pany (and to the Trustee if given by Securityholders), may proceed to remedy t he default or breach thereunder by such appropriate judicial proceedings as the Trustee or such holders shall deem most effectual to re medy the defaulted covenant or enforce the provisions of this Indenture so breached, either by suit in equity or by action at law, for damages or otherwise.

The foregoing provisions, however, are subject to the condition that if, at any time after the principal of t he Debentures shall have been so declared due and payable, and before any judgment or decree for the pay ment of the moneys due shall have been obtained or entered as hereinafter provided, (i) the Com pany shall pay or shall deposit with the Trustee a sum sufficient to pay all matured install ments of interest upon all the Debentures and the principal of and premium, if any, on the Debentures which shall have become due otherwise than by acceleration (with interest upon such pri ncipal and premiu m, if any, and Additional Interest) and such am ount as shall be sufficient to cover reasonable co m pensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and cou nsel, and all other amounts due to the Trustee pursuant to Section 6.6, if any, and (ii) all Eve nts of Default under this Indenture, other than the non-pay ment of the principal of or premium, if any, on Debentures which shall have beco me due

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by accele r at i on, shall have been cure d, waived or otherwise r e medied a s p r ovided herein -- then and in every such c a se the holders of a majority in aggrega t e principal a m o unt of the Debentures then outstanding, by written notice to the C o m p any and to the Trustee, may waive all defaults and rescind and annul su c h declaration and its consequences, but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall i m p air any ri g h t consequent thereon.

In case the Trustee shall have proceeded to enforce any right under t his Indenture and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every s uch case t he Co m pany, the Trustee and the holders of the Debentures shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Com pany, the Trustee and the holders of the Debentures shall continue as though no such proceeding had been taken.

Section 5.2. Payment of Debentu r es on Default; Suit Theref o r. The C o mpa n y covenants that upon the occurrence of an Event of Default pursuant to Section 5.1(a) or (b) then, up o n demand of the Trustee, the C o m p any will p a y to the Trustee, for the benefit of the holders o f the Debentures the who l e a m ount that then shall have bec o me due and pa y ab l e on all Debentures for principal and pre m i u m, if any, or interest, or both, as the case may be, with Additional Interest accrued on the Debentures (to the exte n t that pa y m ent of such interest is enforceable under applicable law and, if the Debentures are held by t h e Trust or a tr u stee of such Trust, witho u t dup l ication of a n y other a m ounts paid b y t h e Trust or a trustee i n respect thereof); and, in addition thereto, such further a m ount as shall be sufficient to cover the costs and expenses of collection, including a reasonable c o m p e n sation to the Trust e e, its a g ents, attorne y s and counsel, and any o t her a m ounts due to the Trustee under Sect i on 6.6. I n case the C o mpany shall fail forthwith to p ay such a m o u nts upon such de m and, the Tru s tee, in its own na m e and as trustee of an express trust, shall be entitled and e m powe r ed to institute an y actions or proceedings at law or in equity for the collection of the s u m s so d u e and unpa i d, and m ay prosecute any such action or proceeding to judg m ent or final decree, and m ay enforce any such judg m ent or f i nal decree against the C o m p any or a n y other obligor on such Deb e ntures and c o llect in the manner prov i ded b y law out of the p r oper t y of t h e Compa n y or a n y other obl i gor on such Debentures wherever situated the m one y s adjudged or decreed to be pa y able.

In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Co m pany or any other obligor on the Debentures under Bankruptcy Law, or in case a receiver or trustee shall have been appointed for the property of the Company or such other obligor, or in the case of any other si milar judicial proceedings relative to the Co m pa ny or other obligor upon the Debentures, or to the creditors or property of t he Com pany or such other obligor, the Trustee, irrespective of whether the principal of the Debentures shall then be due and pa yable as therein expressed or by declaration of acceleration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.2, shall be entitled and empowered, by intervention in such proceedings or otherwise,

| (i) | to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Debentures, |

| (ii) | in case of a ny judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable com pensation to the Trustee and each predecessor Trustee, and their respective agents, attorne ys and counsel, and for rei mbursement of all other amounts due to the Trustee under Section 6.6), and of the Securityholders allowed in such judicial proceedings relative to the Co m pany or any other obligor on the Debentures, or to the creditors or property of the Com pany or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Debentures in any |

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election of a trustee or a standby trustee in arrange m ent, reorganization, li q uidation o r other bankruptcy or insolvency proceedings or Person perfor m i ng si m ilar functions in c o m p arable p roceedings,

| (iii) | to collect and receive any moneys or other property pa yable or deliverable on any such claims, and |

(iv)to distribute the same after the deduction of its charges and expenses.

Any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the Securityholders to make such pay ments to the Trustee, and, in the event that the Trustee shall consent to the making of such pay ments directly to the Security h o l ders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable co m pensation to the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other amounts due to the Trustee under Section 6.6.

Nothing herein contained shall be construed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjust ment or co mposition affecting the Debentures or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of a ny Securityholder in any such proceeding.

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

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

Section 5.3. Application of Moneys Collected by Trustee. A n y m one y s collected by the Trustee pursuant to this A r ticle V shall be applied in t h e followi n g order, at t h e date or dates fixed b y th e Trustee for th e distribution of such mon e y s, upon presentation of the sever a l Debentures in respect of which m oneys have been collected, and sta m ping the r eon the pa y m ent, if on l y partially paid, and upon surrender thereof if ful l y paid:

First: To the pay ment of costs and expenses incurred by, and reasonable fees of, the Trustee, its agents, attorneys and counsel, and of all other amounts due to the Trustee under Section 6.6;

Second: To the pay ment of all Senior Indebtedness of the Co m pany if and to the extent required by Article XV;

Third: To the pay ment of the amounts then d ue and unpaid u p on Debentures for principal (and premiu m, if an y), and i nterest on the Debentures, in respect of which or for the benefit of which money has been collected, ratabl y, without preference or priority of any kind, according to the amounts due on such Debentures (including Additional Interest); and

Fourth: T he balance, if any, to t he Company.

Section 5.4. Proceedings by Securityholder s. No ho l der of an y Debentu r e shall have a n y right to insti t ute any suit, action or proceeding for any remedy hereunder, un l ess s u ch holder previous l y

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shall have given to the T r ustee written notice of an Event of Default with respect to the Debentures and unless the holders of not l ess than 25% in aggregate principal amount of t h e Debentures then outstanding shall have g i ven the Trus t ee a written request to in s titute such action, suit or proceeding and shall have offered to the Trustee such reasonable i n de m n ity as it may require against the costs, expenses and liabilities to be incurred thereb y, and the Trustee for 60 d a y s a f ter its rece i pt of such notice, request and offer of inde m n ity shall have fail e d to institute any such action, suit or proceeding.

Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premiu m, if any, and interest, on such Debenture when due, or to i nstitute suit for the enforcement of any such pa y ment, shall not be i m paired or affected without the consent of such holder and by accepting a Debenture hereunder it is expressly understood, intended and covenanted by the taker and h older of every Debenture with every other such taker and holder and the Trustee, that no o ne or m ore holders of Debentures shall have any right in any manner whatsoever by virtue or by availing itself of any provision of t his Indenture to affect, disturb or prejudice the rights of the holders of any other Debentures, or to obtain or seek to obtain priority over or preference to any other such holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all holders of Debentures. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equit y.

Section 5.5. Proceedings by Trustee. In case of an Event of Default hereunder the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Ind e nture by su c h appropriate judicial proceedings as the Trustee shall de e m m o st e f fectual to protect and enforce any of such rights, either by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether fo r the specific en forc e m ent of any coven a nt or agree m en t contained in this Indenture or in aid of the exercise of a n y power granted i n th is Indenture, or to enforce any o t her le g al or equitab l e right vested in t h e Trust e e b y this I n den t ure or b y law.

Section 5.6. Remedies Cumulative and Continuing; Delay or Omission Not a Waiver. Except as otherwise provided in Section 2.6, all po w ers and remedies given b y t h is Article V to the Trustee or to the Sec u rityholders s h all, to the e x t ent per m itted b y law, be d eemed c u m u lative and not exclusive of any other powers and r e medies avai l able to the Trustee or the holders of the Debentures, by judicial proceedings or otherwise, to enforce t h e performance or observance of the covenants and agreements contained in this Ind e nture or otherwise established with respect to the Debe n tures, and no delay or o m ission of the T r ustee or of a n y ho l der of a n y of the De b entures to e x ercise any ri g h t, re m edy or power accru i ng upon any Event of D e fault occurring a nd continuing as afor e said shall i mpair any su c h right, re m edy or power, or shall be construed to be a waiver of any such default or an acquiescence therei n; and, subject to the pr o v isions of Secti o n 5.4, every p ower and remedy g i ven b y t h is Article V or b y law to the Trustee or to the Securityho l ders m a y be exercis e d from time to ti m e, and as often as shall be dee m ed expedient, by the Trustee (in accordance with its duti e s under Section 6.1) or by the Securityholders.

Section 5.7. Direction o f Proceedi n gs and Waiver of Defaults by Majority of Securityholders. The holders of a majori t y in ag g regate principal a m ount of the Debentures affected (voting as one class) at the t i m e outstanding shall have the right to direct the time, method, and place of conducting an y proceeding for any remedy available to the Tr u stee, or exe r cising any t r ust or power conferred on the Trustee with respect to such Debentures; provided, howeve r, that (subject to the provisions of Section 6.1) the Trustee shall have the right to d ecline to follow any such direction if the Trustee shall deter m ine that the action so directed would be un ju stly prejudic i al to the h o l d ers not taki n g part in su c h direction or if the Trust e e being advis e d by counsel dete r m in e s th at the a ction or proceeding so direct e d may not law f ul l y be taken or if a Responsible Officer of the Tr u stee shall deter m ine that the action or proceedings so directed would involve the Trustee in personal liability.

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The holders of a m ajority in aggregate principal a m o unt of the Debentures at t h e time outstanding may o n beha l f of the holders of all of t h e Debentures waive (or modi f y a n y previous l y gran t ed waiver o f) any past default or Event of Default, and its consequences, exc e pt a default (a) in the p a yment of prin c ip a l of, pre m i u m, if a n y, or i n t erest on any of the Debentures, (b) in r espect of covenants or pr o v isions hereof which cannot be m odified or a m ended without the c onsent of the holder of each Debenture affected, or (c) in respect of the covenants contained in Section 3.9; pro v ided, however, that if the Debentures are held by the Trust or a trustee of such trust, such waiver or m odificat i on to such w aiver shall not be effective until the holders of a m aj o rity in L i quidation A m ount of Trust Securities of the Trust shall have consented to such waiver or m odification to such waiver, provided, further, that if the c onsent of the holder of each outstanding Debenture is required, such waiver s h all not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon a n y such w aiver, the default covered thereby shall be de e med to be cured for all purposes of this Indenture and the C o m p an y, the Trustee and the holders of the Debentures shall be resto r ed to t h eir fo r mer positions and r i ghts hereunder, respectivel y; but no such waiver shall extend to a n y s u bsequent or oth e r default or Event of Default or i m p air any right consequent thereon. Whenever any default or Event of Default hereunder sh a ll have been waived as pe r m itted by this Section, said default or Event of D e fault shall for all purposes of the Debentures and this Indenture be dee m ed to have been cured and to be not continu i ng.

Section 5.8. Notice of Defaults. The Trustee shall, within 9 0 d a y s after the a ctual knowledge b y a Responsible Officer o f the Trustee of the occurrence of a default w ith res p ect to the Debentures, m ail to all Securityholders, as th e names and addresses of such holders appear u pon the Debenture Regis t er, notice of all defaults with respect to the Debentures known t o the Trustee, un l ess such defaults shall have been cured before the giving of such n o tice (the term “defaults” for the pur po se of this Section 5.8 bei n g hereby defined to be the events specified in clauses (a), (b), (c), (d), (e) and (f) of Section 5.1, not including periods of grace, if an y, provided for therein); provided, howeve r, that, except in the case of default in the pa y m ent of the principal of, pre m i u m, if any, or interest on any of the Debentures, the Trustee shall be protected in withhold i ng s u ch notice if and so l o ng a s a Responsible Officer of the Trustee in g o od faith deter m ines t h at the withho l ding of such notice is in t h e interests of the Security h o lders.

Section 5.9. Undertaking to Pay Cos t s. All parties to this Indenture agree, a n d each holder of any Debenture by his acceptance the r eof shall be de e m ed to have agreed, that any court may in its discretion require, in a n y s u it for the en f o rce m ent of a n y ri g h t or r e medy under t h is Inden t ure, or i n a n y suit against the Trustee for any action tak e n or o m itted by it as Trus t ee, the filing by any par t y 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 attorn e y s’ fees a nd expenses, against any par t y litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provide d, however, that the provisions of this Section 5.9 s h all not app l y t o any suit in s tituted by the Trustee, to a n y suit i n stitu t ed by any S e curityholder, or group of Securit y holde r s, holding i n the aggregate m o re than 1 0% in principal a m ount of the Deben t ures outstanding, or to any suit instituted by any Securit y hold e r for the enforcement of the pa y m ent of the principal of (or pre m iu m, if an y) or interest on any Debenture against the C o m p any on or after the same shall have become due and p a y able.

ARTICLE VI. CONCERNING T HE TRUSTEE

Section 6.1. Duties and Responsib i lities of T r ustee. With respect to the holders of Debentures issued hereunder, the Trustee, prior to the o ccurrence o f an Event of Default with respect to the Debentures and after the curing or wai v ing of all Events of Default which m ay have occurred, with respect to the Deben t ures, undertakes to perfo r m such duties and on l y s u ch duties as are specifically set forth i n this Indentu r e, and no impli e d covenants shall be read into this Indenture against the Trustee. In ca s e a n Event of Default with respect to the Debentures has occurred (w hich has not been cured or waived), the

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Trustee shall exercise such of the rights and powers ves t ed in it by this Indentur e, and use the same degree of care and skill in their exercise, as a prudent m an would exercise or use under the circ u mstances in the conduct of h i s own affairs.

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

(a) prior to the occurrence of an Event of Default with respect to Debentures and after the curing or wai ving of all Events of Default which may have occurred

(1) the duties and obligations of the Trustee with respect to Debentures shall be deter mined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations with respect to the Debentures 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 the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinio ns furnished to t he Trustee and conforming to the require ments of this Indenture; but, in the case of any such certificates or opinions which by any pro vision 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) the Trustee shall not be liable for any error of judgment m ade in good faith by a Responsible Officer or Officers of the Trustee, unless it shall be proved that t he Trustee was negligent in ascertaining the pertinent facts; and

(c) the Trustee shall not be liable with respect to any action taken or o mitted to be taken by it in good faith, in accordance with the direction of the Securityholders pursuant to Section 5.7, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or p ower conferred upon the Trustee, under this Indenture.

None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there is ground f or believing t hat the repay ment of such fun ds or liability is not assured to it under the terms of this Indenture or indem nity satisfactory to the Trustee against such risk is not reasonably assured to it.

Section 6.2.Reliance on Doc u ments, Opinions, et c. Except as otherwise provided in

Section 6.1:

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

(b) any req uest, direction, order or demand of the Co m pany mentioned herein shall be sufficiently e videnced by an Officers’ Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution m ay be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Com pany;

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(c) the Trustee may consult w i th counsel of its selection and a n y advice or Opinion o f Counsel shall be full and c o m p lete authorization and protect i on in respect of any action taken, suffered or o m itted by it hereunder in good faith and in accorda n ce with such advice or Opinion of C ounsel;

(d) the Trustee shall be under no obli gation to exercise any of the rights or powers vested in it by this Indenture at the req uest, order or direction of any of t he Securityholders, pursuant to t he provisio ns of this Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indem nity against the costs, expenses and liabilities which may be incurred therein or thereby;

(e) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; n othing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default with respect to the Debentures (that has not been cured or waived) to exercise with respect to Debentures such of the rights and powers vested in it by t his Indenture, and to use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circu mstances in the conduct of his own affairs;

(f) the Trustee shall not be bound to make any investigation into t he facts or matters stated in any resolution, certificate, statement, instru ment, opinion, report, notice, request, consent, order, approval, bond, debenture, coupon or other paper or document, unless requested in writing to do so by the holders of not less than a majority in aggregate principal amount of t he outstanding Debentures affected thereby; provide d, h o weve r, that if the pay ment within a reasonable ti me to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indem nity against such expense or liability as a condition to so proceeding;

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

(h) with the exceptions of defaults under Sections 5.1(a) or (b), the Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Debentures u nless a written notice of such Default or Event of Default shall have been given to the Trustee by the Com pany or any other obligor on the Debentures or by any holder of the Debentures.

Section 6.3. No Respons i bility for R ecitals, et c. The recitals contained h e rein and in t h e Debentures (except in the certifica t e of authentication of the Trustee or the Authenticating A g ent) shall be taken as the stat e ments of the Co m p an y, and t h e Trustee and the Authenticating Agent ass u m e no responsibili t y for the cor r ectness of the same. The Trustee and the Au t h enticating Agent make no representati o ns as to the validity or sufficiency of this Indenture or of the Debentures. The Trustee and the Authenticating Agent shall not be accountable for the use or application b y the C o mpa n y of any Debentures or the proceeds of any Debentures aut h enticated and delive r ed by the Trustee or th e Authenticating Agent in confor m ity with the provisions of this Ind e nture.

Section 6.4. Trust e e, Au t henticating Agent, Paying Agents, Transfer A g ents or Reg i strar May Own Debenture s. The Trustee or any Authenticating Agent or a n y p a y i ng agent or any transfer agent or any Debenture registrar, in its indiv i dual or any other capacit y, m ay bec o m e the o w ner or pledgee of Debentures with the same rights it would have i f it were not Trustee, Authenticating Agent, p a y ing agent, transfer agent or Debenture registrar.

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Section 6.5. Moneys to be Held in Trust. Subject to the provisions of Section 12.4, all m one y s rece iv ed by the Trustee or any pa y i ng agent shall, until used or applied as herein pr o v ided, be held in trust for the purpose for which they were r eceived, but need not be segrega t ed fr o m other f unds except to the extent required by law. The Trustee and any p a y i ng agent shall be under no liabili t y for i n terest on any m oney recei v ed by it hereunder except as otherwise agreed in writing with t h e C o m p an y. So long as no Event of Default shall ha v e occurred and be c o ntinu i ng, all interest allowed on any such m one y s shall be paid from time to ti m e u pon the writ t en order of t h e C o m p an y, signed b y t h e Chairman of the Board of Directors, the Chief Executive Officer, the Presiden t, a Managing Director, a V ice President, the Treasurer or an Assist an t Treasurer of the Co m pa n y.

Section 6.6. Compensat i on and Expenses of Trus t e e. The Company covenants and agrees to pay or rei m burse the Trustee upon its request for a ll reasonable expenses, disburse m ents and advances incurred or made by the Trustee in a c cordance wi t h a n y of the provisions of this Indentu r e (including t h e reasonable c o m p ensation and the expenses and disbu r semen t s of its counsel and of all Persons not regular l y in its e m ploy) except any such expen s e, disbursement or advance as m ay arise fr o m its negligence or willful m isconduct. For purposes of clarification, this Section 6.6 does not conte m plate the pa y m ent by t h e C o m p any of acceptance or annual ad m i nistration fees o w ing to the Trustee pursuant to the services to be provided by the Trustee under this Indenture or the fees a n d expenses of the Trus t ee’s counsel in connection with the closing of the transactions conte m plated by this Indenture. The C o m p any also covenants to inde m n ify each of the Tr u stee or any predec e ssor T r ustee (and its officers, ag en ts, directors and e m plo y e es) for, and to hold it h a rmle s s agains t, any and all loss, d a m age, cla i m, liabil i ty or expense including taxes (other than taxes based on the i n come of the Trus t ee) incurred without negl i g ence or willful misconduct on the part of the Trustee and aris i ng out of or in connect i on with the acceptance or a d m inistration of this trust, including the costs a n d expenses o f defending itself against any claim of liabili t y. T h e obligations of the Co m p a n y under this Section 6.6 t o co m p ensate and inde m n ify the Trustee and to p a y or rei m burse the Trustee for expenses, disburse m ents and advances shall constitute additional indebtedness hereunder. Such addit i onal indebt e dness shall b e secured by a lien prior to that of the Debentures upon all prop e rty and f u nds held or coll e cted b y the T rustee as such, except fu n d s held in t ru s t for the benef i t of the h o ld e rs of particular Debentures.

Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(d), (e) or (f), the expenses (including the reasonable charges and expenses of its counsel) and the co m pensation for the services are intended to constitute expenses of ad ministration under any applicable federal or state bankruptc y, i nsolvency or other similar law.

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

Notwithstanding an ything in this Indenture or any Debenture to the contrary, t he Trustee shall have no obligati on whatsoever to advance funds to pay any pri ncipal of or interest on or other amounts with respect to the Debentures or otherwise advance funds to or on behalf of the Com pany.

Section 6.7. Offic e rs’ C e rtificate as Evidence. Except as otherwise provided in Sections 6.1 and 6.2, wh e n ever in the a d m inistration of the p r ovisions of t h is Indenture the Trustee shall deem it necessary or desirable t h at a matter be proved or established prior to taking or o m itting any action hereunder, such m at t er (u n less other e v idence in respect thereof be herein speci f ically prescribed) m a y, in the absence of negligence or willful m i sconduct on t h e part of the Trustee, be dee m ed to be conclusive l y proved a n d e stablished b y an Officers’ Certificate d eli v ered to the Trustee, and such certificate, in the absence of negligence or willful m isconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken or o m itted by it und e r the provisions of this Indenture upon t h e faith thereof.

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Section 6.8. Eligibility of Truste e. The Trustee hereunder shall at all times b e a corporation organized and doing bus i n ess under the laws of th e United States of Ame r ica or any state or territ o ry thereof or of the District of Colu m b ia or a corpo r ation or other Person authorized und e r such laws to exercise cor p orate trust powers, having (or whose obli g ations u n der this Ind e nture are gu a ranteed b y a n affiliate hav i ng) a co m b i n ed capital a n d surplus of at least 50 million U.S. dollars ($50,000,000.00) a nd subject to supervision or ex a m ination by federal, sta t e, territorial, or District of Colu m b ia authori t y. If such corporation publishes reports of condit i on at least annual l y, pursuant to law or to the requi r e m ents of the aforesaid supervising or ex a m ining authorit y, then for the purposes of this Sect i on 6.8 the combined capital and surplus of such corporation shall be de e m ed to be its c o m b ined capital and surplus as set forth in its m o st recent records of condition so p u b l ished.

The Co m pany may not, n or may any Person directly or indirectly controlling, controlled b y, or under comm on control with the Com pan y, serve as Trustee.

In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this

Section 6.8, the Trustee shall resign immediately in the manner and with the effect specified in Section 6.9.

If the Trustee has or shall acquire any “conflicting interest” within the m eaning of § 310(b) of the Trust Indenture Act of 1939, the Trustee shall either eliminate such interest or resign, to the extent and in the manner described by this Indenture.

Section 6.9.Resignation or Re m oval of Trustee

(a) The Trustee, or any trustee or trustees hereafter appointed, m ay at any time resign by giving written notice of such resignation to the Company and by mailing notice thereof, at the Com pany’s expense, to the holders of the Debentures at their addresses as they shall appear on the Debenture Register. Upon receiving such notice of resignation, t he Com pany shall promptly appoint a successor trustee or trustees by written instrument, in duplicate, executed by order of its Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the mailing of such notice of resignation to the affected Securityholders, the resigning Trustee may petition any court of com petent jurisdiction for the appointment of a successor Trustee, or any Securityholder who has been a bona fide holder of a Debenture or Debentures for at least six months may, subject to the provisions of Section 5.9, on behalf of hi mself and all others si milarly situated, petition any such court for the appointment of a successor Trustee. Such court m ay thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee.

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

(1) the Trustee shall fail to com ply with the provisions of Section 6.8 after written request therefor by the Com pany or by any Securityholder who has been a bona fide h older of a Debenture or Debentures for at least 6 months, or

(2) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.8 and shall fail to resign after written request therefor by the Com pany or by any such Securityholder, or

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

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then, in a n y such case, the C o m p any may re m ove the Trustee and appo i nt a successor Trustee by written instrument, in dupli c ate, exe c uted by order of the Board of Directors, one co p y of which instr u ment shall be delivered to t h e Trustee so re m oved and one co p y to the successor Trustee, or, subject to the provi s ions of Section 5.9, any Securi t yholder who has been a bona fide holder of a Debenture or Debentures for at least 6 m onths ma y, on behalf of himself and a l l others s i milar l y situated, petition any court of c o m p etent jurisdiction f o r the re m oval of the T r ustee and the appoint m ent of a successor Trustee. Such court m ay t h ereupon, after such notice, if an y, as it m ay deem proper and prescribe, re m ove the Trustee and appoint successor Trustee.

(c) Upon prior written notice to the Company and t he Trustee, the holders of a majority in aggregate principal amount of the Debentures at the ti me outstanding may at any time rem o ve the Trustee and nominate a successor Trustee, which shall be deemed appointed as successor Trustee unless within 10

Business Days after such nomination the Com pany objects thereto, in which case, or in the case of a failure by such holders to nominate a successor Trustee, the Trustee so removed or any Securit y h older, upon t he ter ms and conditions and otherwise as in subsection (a) of this Section 6.9 provided, may petition any court of com petent jurisdiction f or an appointment of a successor.

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

Section 6.10. Acce p tance by Successor Trus t ee. Any successor Trustee appointed as provided in Section 6.9 shall execute, ackno w ledge and deliver to the C o m p any and t o its predecessor Trustee an instrument accepting such appoint m ent hereunder, and t h ereupon t h e resignation or re m oval of the retiring Trustee shall become effective and such successor Trustee, without any f u rther act, deed or conv e y an c e, shall bec o me vested with a ll the rights, powers, duties and obligations with res p ect to the Debentures of its predecessor hereunder, with like effect as if origina l l y na m ed as Trustee here in; bu t, never t heless, on the written request of the C o mpany or of th e successor T rustee, the T r ustee ceasing to act shall, upon p a y m e n t of any a m ounts then due it pursuant to the provisi o n s of Section 6.6, execute and deliver an instru m e n t transferring to such successor Trustee all the rights and powers of the Trustee so ceasing to act and shall duly assign, transfer and deliver to such successor Tru s tee all property and mon e y held by such retiring Trustee thereunder. Upon request of any such suc c essor Trustee, the C o m p a n y shall execute any and all instruments i n writing for m or e fully and certainly v e sting in and confir m ing to such succ e s s or Trustee all such rights and powers. Any Trustee ceasing to a c t shall, nevertheless, reta i n a lien upon all property or funds held or collected by such Trustee to secure any a m ounts then due it pu r suant to the provisions o f Section 6.6.

If a successor Trustee is appointed, the Com pany, t he retiring Trustee and the successor Trustee shall execute and deliver an indenture supplemental hereto which shall contain such provisio ns as shall be dee med necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Debentures as to which the predecessor Trustee is not retiring shall continue to be vested in the predecessor Trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to provide f or or facilitate the ad ministration of the Trust hereunder by m ore than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co- trustees of the same trust and that each such Trustee shall be Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder ad ministered by any other such Trustee.

No successor Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 6.8.

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In no event shall a retiri n g Trustee be liable for the ac t s or o m i ssions of any succ e ssor T r ustee hereunder.

Upon acceptance of appointment by a successor Trustee as pro vided in this Section 6.10, the Co m pany shall mail notice of the succession of such Trustee hereunder to the holders of Debentures at their addresses as they shall appear on the Debenture Register. If the Com pany fails to mail such notice within

10 Business Days after the acceptance of appointm ent by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Com pany.

Section 6.11. Succe s sion by Merger, etc. Any co r poration i n to which the Trustee m ay be merged or c o nverted or with which it may be conso l idated, or any corporation resulting from any m erger, conversion or consolidation to which the Trustee shall be a par t y, or any corpo r ation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder without the ex e cution or fil i ng of a n y p a per or a n y f u rther act on t h e part of a n y of the part i es hereto; prov i ded such cor p oration shall be otherwise e ligible and q u alified under this Article.

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

Section 6.12. Authenticat i ng Agents. There m ay be one or m o re Authenticating Agents appointed b y the Trustee upon t h e request of the Compa n y with p o wer to act on its behalf and subject to its direction in t h e authentication and del i very of Deben t ures issued upon excha n ge or registration of transfer thereof as fully to all int e nts and purposes as thou g h any such Authenticating Agent had been express l y authorized to authenticate and deliver Debentures; provide d, however, that the Trustee shall have no liabili t y to the C o m p any for any acts or o m issions of the Authenticating Agent with respect to th e authentication and delivery of Debe n tures. A n y s u ch Authenticating Agent shall at a ll ti m es be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Colu m b ia au thorized un d er such laws to act as Authenticating A g ent, having a c o m b ined capital and surplus of at least $50,0 0 0,0 00.00 and being subject to supervision or exa m ination by federal, s t ate, territorial or District of Colu m b ia authori t y. If such corporation publis h es reports of condition at l east annually pursuant to l aw or the require m ents of such authori t y, then for the purposes of this Section 6.12 the co m bin ed capital and surplus of s u ch corpor a tion shall be de e m ed to be its co m b ined capital and su rplus as set forth in its m o st re c ent report of co n d ition so pu b lished. If at any ti m e an Authenticating Agent shall c e ase to be eligible in a c cordance wi t h the provisions of this Section, it shall resign imme d iately in the manner and with the effect herein specified in this S e ction.

Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any m erger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent.

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Any Authenticating Agent m ay at any time r esign by g i ving wri t ten notice of resignation to the Trustee and to the Co m p an y. The Trustee m ay at any ti m e te r minate the agency of any A u thenticating Agent with respect to the Debentures by giv i ng writ t en notice of t er m ination to such Authenticating Agent and to the Co m p an y. Upon receiving such a notice of resignation or upon such a te r m inati o n, or in case at any ti m e any Authenticating Agent shall cease to be eligible under this Section 6.12, the Trustee m a y, and upon the request of the C o m p any shall, pro m ptly appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such a p point m ent to the C o m p any and shall mail notice of such appoin t ment to all holders of Debentures as the na m e s and addresses o f such holders appear on t h e Debenture Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall bec o m e vested with all rights, po w ers, duties a n d responsibil i ties with respect to the Debentures of its predecessor hereunder, with like effect as if o r iginal l y named as A u thenticating Agent herein.

The Com pa ny agrees to pay to any Authenticating Agent from ti me to time reasonable co m pensation for its services. Any Aut henticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

ARTICLE VII. CO N CE R N I NG T HE S E CU R IT Y HOLDERS

Section 7.1. Action by Securityhold e rs. Whenever in this Indenture it is provided that the holders of a specified percentage in aggregate principal a m ount of the Debe n tures m ay t a ke a n y acti o n (including t h e making of any de m and or request, the giv i ng of a n y notice, consent or wai v er or the taking of any other action) the fact that at the ti m e of taking a n y s u ch action the ho l ders of s u ch specified percentage h ave joined therein m ay be evidenced (a) b y a n y inst r u ment or any nu m ber of instruments of si m ilar tenor executed by such Securityholders in per s on or by agent or proxy appointed in writing, or (b) b y t h e record of such holders of Debentures voting in favor thereof at any meeting of such Securit y hold e rs duly called and held in accordance with the provisions of Article VIII, or (c) by a c o m b ination of such instr u m ent or instru m ents a nd any such record of such a meeting of such Securit y h o ld e rs or (d) b y an y o t her method the Trust e e deems satisfactor y.

If the Com pany shall solicit from the Securityholders any request, demand, authorization, direction, notice, consent, waiver or other action or revocation of the same, the Co m pany may, at its option, as evidenced by an Officers’ Certificate, fix in advance a record date for such Debentures for the determination of Securityholders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action or revocation of the same, but the Co m pany shall have no obligation to do so. If such a record date is fixed, such request, de m and, authorization, direction, notice, consent, waiver or other action or revocation of the same may be given before or after the record date, but only the Securityholders of record at the close of business on the record date shall be deemed to be Securityholders for the purposes of deter mining whether Securityholders of t he requisite proportion of outstanding Debentures have authorized or agreed or consented to such request, deman d, authorization, direction, notice, consent, waiver or other action or revocation of the same, and for that purpose the outstanding Debentures shall be computed as of the record date; provide d, howeve r, that no such authorization, agreement or consent by s uch Securityholders on the record date shall be deemed effective unless it shall beco me effective pursuant to the provisions of this Indenture not later than 6 months after the record date.

Section 7.2.Proof of Execution by Securityholde r s. Subject to the provisio n s of Section 6.1,

6.2 and 8.5, proof of the execution of any i nstrum ent by a Securityholder or his agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The ownership of Debentures shall be proved by the Debenture Register or by a certificate of the Debenture registrar. The Trustee may require such additional proof of any matter referred to in this Section as it shall deem necessary.

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The record of any Securi t yholders’ m eeting shall be p roved in t h e manner provided in Secti o n 8.6.

Section 7.3. Who Are De emed A b solute Own e rs. Prior to due presen t ment for registration of transfer of a n y Debenture, the C o m pa n y, the Trustee, any Authenticating Agent, any p a y i ng agent, any transfer a g ent and any Debenture regist r ar may de e m the Person in whose name such Debenture shall be registered upon the Debenture Register to be, and m a y treat him as, the absolute owner of such Debenture (whether or not such Debenture shall be overdue) f o r the purpose of receiving pa y m ent of or on account of the principal of, pr e m i u m, if an y, and interest on such Debenture a nd for all other purposes; and neither the C o m p any nor the Trustee nor any Authenticating Agent nor any pa y ing agent nor any transfer agent nor any Debenture registrar s h all be af f ect e d by any notice to the con t rar y. All such pa y m ents so m ade to a n y holder for t h e ti m e being or upon his o rder shall be vali d, and, to the extent of the s u m or sums so paid, effectual to satisfy and discharge the liabili t y for m one y s p a y able upon any such Debenture.

Section 7.4. Debentures Owned by Company Deemed Not Outstandin g. In deter m ining whether the holders of t h e requisite aggregate principal a m ount of Debentu r es have concurred in a n y direction, c o nsent or waiver under th i s Indenture, Debentures which are owned b y the C o m p any or any other obli g or on the Debentures or by a n y Person dir e ctly or i n directly cont r o ll i ng or control l ed by or und e r direct or ind i rect c o mmon control with the C o m p any or a n y ot h er obligor o n the Debentures shall b e disregarded and dee m ed not to be o u tstanding for the pur p o se of a n y su c h deter m ination; pr o v ided, however, that for the purposes of dete r mining whether the Trustee shall be prote c ted in rel y ing on any such direction, c o nsent or wai v er, on l y De b entures which a Responsible Officer of the Trustee actually k n o w s are so owned shall be so disregarded. D ebentures so owned which have been pledged in go o d faith m ay be regarded as outstanding for the purposes of this Section 7.4 if the pledgee shall establish to the satisfacti o n of the Trustee the pledgee’s right t o vo t e such Debe n t ures and that the pledgee is not the Co m p any or any such other obligor or Pe r son directly or indirect l y controlling or controlled by or under d i rect or indirect c o m m on control with the C o m p any or any such oth e r o b ligor. In the case of a dispute as to such right, any decision b y t h e Trustee taken up o n the advice of counsel shall be full protection to the Trust e e.

Section 7.5. Revocation of Consents; Future Ho l ders Boun d. At any ti m e prior to (but not after) the ev id encing to the Trustee, as provided in Se c tion 7.1, of the taking of any action b y the holders of the percenta g e in aggregate principal a m ount of the D e bentures specified in this Indenture in connection with such action, any holder (in cases where no record date has been set pursuant to Section 7.1) or any holder as of an applicable record date (in cas e s where a record date has been set pursuant to Section 7.1) of a Debenture (or any Deb e nture issued i n whole or i n part i n exchange or substitution t h erefor) the serial nu m ber of which is shown b y t h e evi d ence to be included in the Debentures the holders o f which have consented to such action ma y, by filing written notice w ith the T r ustee at the Principal Office of the Trustee and u p on pr o o f of ho l ding as provided i n Section 7.2, revoke such action so far as concerns such Debentu r e (or so far as concerns the principal a m ount represe n ted by any exchanged or substitut e d Debenture). Except as aforesaid any such action taken by the holder of any Debenture sha l l be conclusive and binding upon such h o lder and up o n all fu t u re h o lders and o wners of such Debenture, and of a n y D ebenture issued in exchange or substitution therefor or on registration of transfer thereof, irrespective of whether or not any notation i n r egard thereto is made upon such Deb e nture or an y Debentu r e issued in exchange or substitution t h erefor.

ARTICLE VIII. SECURITYHO L D E RS’ MEETINGS

Section 8.1.Purposes of Meetings. A m e eting of Securit y hold e rs may be called at any time and from t i me to ti m e pur su ant to the provisions of t h is Article VI I I for any of the following purposes:

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(a) to give a n y notice to the Co m p any o r to the Tru s tee, or to g i ve a n y directions to t h e Trustee, or to consent to the waiving of any default hereunder and its consequences, or to t ake any other action author i zed to be taken b y Securi t yholders purs u ant to a n y of t h e provisi o n s of Article V;

(b)to re move the Trustee and nominate a successor trustee pursuant to the provisions of

Article VI;

(c) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 9.2; or

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

Section 8.2. Call of Meetings by T r ustee. The Trustee m ay at any ti m e call a meeting of Securit y hold e rs to take any action speci f ied in Section 8.1, to be held at such t i me and at such place as t h e Trustee shall deter m ine. Notice of every m eeting of the Securityholders, setting for t h the time and the place of such meeting and i n general te r ms the action p r oposed to be taken at s u ch m e eting, shall be mailed to holders of Debentures a ffected at their addresses as th e y shall appear on the Debentures R e gister and, if the Co m p any is not a holder of Debentures, to the Co m p an y. Su c h notice shall be mailed not less than 20 nor m o re than 1 8 0 d a y s p r ior to the date fixed for the meeting.

Section 8.3. Call of Meetings by Co m pany or Securityholders. In case at any ti m e the C o m p any pu r suant to a Board Resolution, or t h e holders of at least 10% in agg r egate principal a m ount of the Debentures, as the c a s e m ay be, then outstanding, s h all have requested the Trustee to ca l l a m e eting of Securit y hold e rs, by written request setting forth in r e asonable detail the action proposed to be taken at t h e meeting, and the Trustee shall not ha v e m ailed the notice of su c h m e eting within 20 d a y s after receipt of such request, then the Co m p any or such Securit y holders m ay dete r m ine the time and the place for su c h meeting and may call su c h meeting to take any action authorized in Section 8.1, b y m ailing notice there o f as provided i n Section 8.2.

Section 8.4. Qualifications for Votin g. To be entitled to vote at any meeting of Securit y h o ld e rs a Person shall (a) be a holder of one or m o re Debentures with respect to which the m e eting is being held or (b) a Person appointed by an instrument in writing as pro x y b y a holder of one or m o re such Debentures. The only Persons who shall be e n titled to be present or to speak at any m eeting of Securit y hold e rs shall be the Persons entitled to vote at such m e eting and their counsel and any representati v es of the Trustee and its counsel and any representati v es of the Company and its c ounsel.

Section 8.5. Regulations. Notwithstanding a n y ot h er provisions of this Inde n ture, the Trustee may make s u ch reasonable regulations as it may deem advisable for any m e eting of Securityholders, i n regard to pr o o f of the h o l d ing of De b entures and of the a p po i ntment of p r oxies, and in regard to t h e appoint m ent and du t ies of inspectors of votes, the s u b m ission and exa m ination of pr o x ies, certificates a n d other eviden c e of the r i ght to v o te, and such other m atters concerning the conduct of the m ee t ing as it shall think fi t.

The Trustee shall, by an instru ment in writing, appoint a temporary chairman of the m eeting, unless the m eeting shall have been called by the Co m pany or by Securityholders as provided in Section 8.3, in which case the Co m pany or the Securityholders calling the m eeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting.

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Subject to the provisions of Section 7.4, at any m ee ting each holder of Debentures with respect to which such meeting is b eing held or proxy the re for shall be entitled to one vote for each $1,000.00 principal a m o unt of Debentures held or represented by hi m; provid ed, however, that no vote s h all be cast or counted at a n y m e eting in respect of any Deben t ure challenged as not o u tstanding a n d ruled b y t h e chair m an of the m e eting to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Debentures held by him or instr u m ents in writing as aforesaid duly designating him as the Pers o n to v o te on behalf of o t her Securit y holders. Any meeting of Securit y hold e rs duly called pursuant to t h e provisions of Section 8.2 or 8.3 m ay be adjourned from time to time by a m ajori t y of those present, whether or not constituting a quoru m, and the meeting may be held as so adjourned without fur t her notice.

Section 8.6. Votin g. The vote upon an y resolution sub m itted to any m eeti n g of holders of Debentures with respect t o which such m e eting is b eing held shall be by written ballots on which shall b e subscribed the signatures of such holders or of t h e i r repre s entatives by proxy and the ser i al n u m b er o r nu m bers of the Debentures held or represented by th e m. The pe r m anent ch a i r m an of the meeting shall appoint two i n spectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall m ake and f i le with the s e cretary of the m eeting the i r verified wr i tten reports in triplicate of all votes c a st at the meet i ng. A record in duplicate of the proce e dings of each m e eting of Securit y holders shall be prepared by the s ecret a ry of the m eeting a nd there shall be attached to said rec o rd the original reports of the inspectors of votes on a n y vote b y ball o t taken thereat and affidav i ts b y one or m o re Persons having k now l edge of the facts setting forth a copy of the notice of the m e eting and showing t h at said notice was mailed as provided i n Section 8.2. The record shall show the serial n u m be rs of the Debentures voting in favor of or against any resolution. The record shall be signed and verifi e d b y t h e affidavits of the pe r m anent ch ai r m an and secretary of the m eeting a nd one of the duplicates shall be d e livered to the C o m p any and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the m eeti n g.

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

Section 8.7. Quorum; Actions. The Persons entitled to vote a majority i n pr i n cipal a m ount of the Debentures then outstanding shall constitute a quorum for a m e eting of Securit y holders; provided, however, that if any action is to be taken at such m eeting with respect to a consent, waiver, request, d e m and, notice, authoriza t ion, direction or other act i on which m a y be given by the holders of not less th a n a specified percentage in principal amount of the Debentures then outstand i ng, the Pers o n s hold i ng o r representing such specified percentage in princip a l a m ount of the Debentures then outstanding will constitute a q uoru m. In the absence o f a quorum w ithin 30 m i nutes of the ti m e appoint e d for any su c h meeting, the meeting shal l, if convened at the request of Securityholders, be dissolved. In any other case the m e eting may be adjourned for a period of not l ess than 1 0 d a y s as de t e r m ined by the pe r manent chair m an of the m eeting prior to the ad j ourn m ent of s u ch m eeting. In the absence of a quorum at any such adjourned m e eting, such adjourned m e e ting m ay be further adjourned for a period of not less than 10 d a y s as dete r m in e d by the permanent chairman of the meeting prior to the adjourn m ent of such adjourned meeting. N o tice of the reconvening of any adj o ur n ed m e eting shall be given as provided in Section 8.2, except that s u ch notice ne e d be given only once not less than 5 da y s prior to the date on whi c h the m e eting is scheduled to be reconvened. Notice of the reconvening of an adjourned m eeting shall state expressly t h e percentage, as provided above, of the principal amount of t h e Debentures then outstand i ng which shall constitute a quoru m.

Except as limited by the provisos in the first paragraph of Section 9.2, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the affirmative vote of the holders of a majority in principal amount of the Debentures then outstanding; provide d, h o weve r, that, except as limited by the provisos in the first paragraph of Section 9.2, any

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resolution with respect to any consent, waiver, request, de m and, notice, auth o rization, direction or o ther action which this Indenture expressly provides m ay be given by the holders of not less than a specified percentage in principal a m ount of the Debentures t h en outstan d ing m ay be adopted at a meeting or an adjourned m e eting du l y r e convened and at which a quo r um is p r esent as aforesaid on l y by the affi r m ative vote of t h e holders of a not less than such specified percentage in principal a m ount of the Debentures then outstandi n g.

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

ARTICLE IX. SUPPLEM E NTAL IND E NTURES

Section 9.1. Supplemen ta l Indentures without Consent of Securityholder s. The Co m p an y, when authorized by a Bo a rd Resolution, and the Trustee may from t i me to t i me and at any t i m e enter into an indenture or inden t ures supplemental hereto, with o u t the conse n t of the Secu r ityho l ders, for one or m o re of the following purposes:

(a) to evidence the succession of another Person to the Co m pany, or successive successions, and the assu m ption by the successor Person of the covenants, agreements and obligations of the Co m pany, pursuant to Article XI hereof;

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

(c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any sup plemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; pro v ided that any such action shall not materially adversely affect the interests of the holders of the Debentures;

(d) to add to, delete fro m, or revise the terms of Debentures, including, without limitation, any ter ms relating to the issuance, exchange, registration or transfer of Debentures, including to pro vide f or transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under t he Securities Act); prov i ded, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially si milar to th ose that were applicable to Capital Securities shall not be dee med to materially adversely affect the holders of the Debentures);

(e)to evidence and provide for the acceptance of appointment hereunder by a successor

Trustee with respect to the Debentures and to add to or change any of the pro visions of this Indenture as

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shall be necessary to provide for or facilitate the administration of the trusts hereunder by m o re than one

Trustee;

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

(g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished p ursuant to the terms of this Indenture or t he Debentures, or to add to the rights of the holders of Debentures.

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

Any sup plemental indenture authorized by the pro v isions of this Section 9.1 may be executed by the Co m pany and the Trustee without the consent of the holders of any of t he Debentures at the time outstandin g, notwithstanding any of the provisions of Section 9.2.

Section 9.2. Supplemental Indentures with Consent of Securityholders. With the consent (evidenced as provided in Section 7.1) of the h o ld e rs of not less than a m aj o rity in aggregate principal a m ount of t h e Debentures at the time outstandi n g affected by s u ch supple m ental indentu r e (voting as a class), the Co m p an y, when authorized by a Board Resolution, and the Trustee may from t i m e to time and at any ti m e enter into an i n denture or i nd e ntures suppl e me n tal hereto for the pur po se of adding any pr o v isio n s to or changi n g in a n y m anner or eli m i n ating a n y of t h e provisions of this Inde n ture or of a n y supplemental indenture or of m odif y i n g in a n y m anner the rights of the ho l ders of the Debentures; prov i de d, however, that no such supple m ental indenture shall without t h e consent of the holders of each Debenture then outstanding and affected th ereby (i) change the fix e d m aturity of any Debent u re, or reduce the principal a m ount thereof or a n y p r e m i u m thereon, or redu c e the rate or extend t h e t i m e of p a y ment of i n terest thereon, or r e duce a n y amount p a y able on rede m p tion thereof or make the principal thereof or a n y i n terest or pre m i u m thereon pa y a b le in any co i n or currency o t her than t h at provided i n the Debentures, or i m pair or affect the right of any Securi t yholder to instit u te suit for pa y m ent thereof or i m pa i r the right of repa y m ent, if any, at the option of the holder, or (ii) reduce the aforesaid pe r centage of D ebentures the holders of w h ich are req u ired to cons e n t to a n y su c h supple m ental indenture; provided further, however, that if the Debentures are held b y a trust or a trustee of such trust, such supplemental indentu r e shall not be effective until the holders of a majority in Liqu i dati o n A m ount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if t h e consent of the Securit y holder of each outstanding Debenture is required, such supple m en t al indenture shall not be effective until each holder of the Trust Securities shall have consent e d to such s up p le m ental indenture.

Upon the request of the Com pany accom panied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Com pany in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated t o, enter into s uch supplemental indenture.

Promptly after the execution by the Com pany and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Co m pany, setting f orth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any

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failure of the Trustee to mail such notice, or any de f ect the r ein, sh all not, however, in any way i m pair o r affect the validi t y of a n y s u ch supple m e n tal indenture.

It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Section 9.3. Effect of S u pplemental Indenture s. Upon the e x ecution of an y sup p lemental indenture pu r suant to the p rovisions of t h is Article IX, this Indent u re shall be a n d be dee m ed to be m odified and a m ended in accordance therewith a n d the respect iv e rights, limitations of rights, obligations, duties and im m unities u nder this Indenture of the Trustee, the C o m p any and th e holders of Debentures shall thereafter be deter m ined, exercised and enforced hereunder s ubject in all res p ects to such m o d ifications a n d a m en d ments and all the te r ms and cond i tions of a n y s u ch supple m ental inden t ure sh a ll be and be dee m ed to be part of the te r m s and c o nditions of this Indenture for any and all purposes.

Section 9.4. Notation on Debent u re s. Debentures authentica t ed and delivered after the execution of any supplemental indent u re pursuant t o the provis i ons of t h is A rticle IX m ay bear a notat i o n as to any matter provided for in such supplemental i ndenture. If the C o m p a n y or the Trustee shall so deter m ine, new Debentures so m odified as to con f or m, in the opinion of the Board of Directors of the C o m p an y, to any m odification of this Indenture contained in any such supp l e m ental indenture m ay be prepared and executed by the C o m p a n y, authenticated by the Trustee or the Authenticating Agent a n d delivered in exchange for the Debentures then outstanding.

Section 9.5. Evidence of Compliance of Supplement a l Indenture to be Furnished to Trustee. The Trustee, subject to the provisions of Sections 6.1 a n d 6.2, shall, i n addition t o the docu m ents required by Section 14.6, receive an Of f icers’ Certifi c ate and an O p inion of Counsel as conclu s ive evidence that any supplemental i ndenture executed pursuant hereto co m p lies with the requirements of th i s Article IX. Th e Trustee s h all receive an Opinion of Counsel as c onclusive evidence that a n y supple m en t al indenture executed pursuant to this Art i cle IX is aut h orized or permitted b y, and confor m s to, the terms of this Article IX and that it is proper for the Trustee under the p r ovisions of t h is Article IX to join in the execution th e reof.

ARTICLE X. REDEM P T I ON OF S EC URI T IES

Section 10.1. Optional Rede m ption. The Co m p any shall have the right (subject to the receipt b y the Compa n y of pri o r approval (i) if the C o mpa n y is a bank hold i ng co m p an y, from the Federal Reserve, if then required under applicable capital guidelines or policies of the F ederal Reser v e or (ii) if the C o m p any is a savings and loan h o ldi n g co m p an y, fr o m the OTS, if then requ i red under a p plicable capital guidelines or policies of the OTS) to redeem the Deben t ures, in whole or in part, but in all cases in a principal a m ount with integral m u ltiples of $1,000.00, on any Interest Pa y ment Date on or after the Interest Pa y m ent Date in Septe m ber 2011 (t he “Rede m ption Dat e”), at the Red e m p tion Price.

Section 10.2. Special Event Red e mption. If a Special Event shall occur and be continuing, the C o m p any shall have the right (subject to the receipt by the Co m p any of prior approval (i) if the Co m p any is a bank holding co m p an y, from the Fed e ral Reserve, i f then requir e d under applicable capital guidelines or policies of the Federal Reserve or (ii) if the Co m pa n y is a savings and loan holding compan y, from the OTS, if then required und e r applicable capital guidel i nes or policies of the OTS) to redeem the Debentures in whole, but not in part, at any Interest Pa y m ent Date, within 120 d a y s foll o wing the occurrence of s u ch Special Event (the “Special Red e m p tion Dat e”) at the Special Red e m p tion Price.

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Section 10.3. Notice of Redemption; Selection of Debenture s. In case the Co m p any s h all desire to exercise the right to rede e m all, or, as the case m ay be, any part of the Debentures, it shall cause to be mailed a notice of such red e m p tion at least 30 and not m o re than 60 d a y s prior to the Red e m p tion Date or the Special Rede m p tion Date to the holders of Debentures so to be rede e med as a whole or in part at their last addresses as the sa m e appear o n the Debenture Register. Such m ailing shall be by first class mail. The notice if m ailed in the m anner herein provided s h all be conclusively pres u m ed to have been du l y given, whether or not the holder receives such noti c e. In any ca s e, failure to g ive such notice by mail or any defect in the notice to t h e holder of a n y Debentu r e designated for rede m p tion as a whole or in part sha l l not affect the validity of the proceedings for the rede m p tion of any other Debenture.

Each such notice of redemption shall specify the CUSIP number, if any, of the Debentures to be redeemed, the Redem ption Date or the Special Rede m ption Date, as applicable, the Redemption Price or the Special Rede m ption Price, as applicable, at which Debentures are to be redee med, the place or places of pay ment, that pay ment will be made upon presentation and surrender of such Debentures, that interest accrued to the date fixed for redem ption will be paid as specified in said notice, and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue. If less than all the Debentures are to be redeemed the notice of rede m ption shall specify the numbers of the Debentures to be redeemed. In case the Debentures are to be redee med in part only, the notice of rede m ption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redem ption, upon surrender of such Debenture, a new Debenture or Debentures in principal amount equal to the unrede e med portion thereof will be issued.

Prior to 10:00 a.m. New York City time on the Redem ption Date or Special Redem ption Date, as applicable, the Co m pany will deposit with the Trustee or with one or m ore paying agents an amount of money sufficient to redeem on the Redem ption Date or the Special Redem ption Date, as applicable, all t he Debentures so called for redem ption at t he appropriate Redem ption Price or Special Redem ption Price.

If all, or less than all, the Debentures are to be redeemed, the Com pany will give the Trustee notice not less than 45 nor m ore than 60 da ys, respectively, prior to the Rede m ption Date or Special Rede m ption Date, as applicable, as to the aggregate principal amount of Debentures to be redeemed and the Trustee shall select, in such manner as in its sole discretion it shall deem appropriate and fair, the Debentures or portions t hereof (in integral m ultiples of $1,000.00) to be redeemed.

Section 10.4. Payment of Debentures Called for Redemption. If notice of rede m p tion has been given as provided in Section 10.3, the Debentu r es or portions of Debentures with respect to which such notice has been given shall bec o me due and pa y able on t h e Rede m p tion Date or Special Redemption Date, as applicable, and at the place or places stated in such notice at the applicable R ed e mption Price or Special Red e m p tion Price and on and a fter said date (unless the C o m p any shall default in the p a y m ent of such Deben t ures at the Red e m p tion Price or Sp e cial R ed e m pt ion Price, as applicable) interest on th e Debentures o r portions of Debentures s o called for r ed e m p tion shall c e ase to a ccrue. On presentation a n d surrender of such Debentures at a place of pa y m ent specified in said notice, such Deb e ntures or the specified portions thereof shall be paid and rede e m ed by the Co m p any at the applicable Red e m p tion Price or Special R e d e m p tion Price.

Upon presentation of any Debenture redeemed in part onl y, t he Co m pany shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Co m pany, a new Debenture or Debentures of authorized denominations, in principal amount equal to the unredee med portion of the Debenture so presented.

ARTICLE XI.

CON S O L I D AT I ON, M E RG E R, SA L E, CO N VE Y ANCE AND LEASE

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Section 11.1. Co m pany May Consoli d ate, etc., on Certain Ter ms. Nothing contained in this Indenture or in the Debentures shall p rev ent any consolidation or merger of the C o m p any with or into any other Person (whether or not affiliated with the Compa n y) or suc c essive consolidations or m ergers in which the C o m p any or its successor or s u cce s sors sha l l be a party or parties, or shall prevent any sal e, conv e y ance, transfer or other disposition of the property of the Co m p any or its successor or successors as an entiret y, or substantially as an entirety, to any o t her Person (whether or not affiliated wi t h the C o m p an y, or its succe s sor or successors) authorized to acquire and operate the s a m e; provide d, however, that the C o m p any hereby covenants and agrees that, upon any such consolidation, m e rg er (where the Co m p any is not the surv i v ing corpor a tion), sale, conv e y ance, t r ansfer or other disposition, the due and punctual pa y m ent of the principal of (and pre m i u m, if an y) a n d interest on all of the De bentures in a ccordance w i th their te r m s, according to their tenor, and the due and punctual perfo r m ance and observance of all t h e covenants and cond i tions of this I ndenture to be k e pt or perfo r med by the C o m p an y, shall be expressly ass u med by supplemental indenture satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the C o m p any s h all have been m erged, or b y the enti t y which shall have acquired such proper t y.

Section 11.2. Succe s sor E ntity to be Substitute d. In case of any such consolidation, m e rg er, sale, conveyance, transfer or other disposition and upon the ass u m p tion by the successor entit y, by supplemental indenture, executed and delivered to the Tru s tee and satisfactory in form to the Trustee, of the due and pun c tual p a y m ent of the pr i n ci p al of and premi u m, if any, and i n terest on all of the Debentures and the due and punctual perfor m ance and o b servance of all of the covenants and conditions of this Indenture to be perfor m ed or observed by the Co m p an y, such su c cessor entity shall succeed to and be substituted for the C o m p an y, w ith the same effect as if it had been na m ed herein as the Co m p an y, and thereupon t h e predecessor enti t y shall be relieved of any further liab i li t y or obliga t ion hereunder or upon the Debentures. Such successor enti t y the r eupon m ay cause to be signed, and m a y issue in its own name, any or all of t h e Debentures issuable hereunder which theretofore shall not have been signed b y the C o m p any and delivered to the Trustee or the Au th enticating Agent; and, upon the order of such successor entity instead of the C o m p any and subject to all the ter m s, c onditions and li m itations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Debentures which previous l y shall have been signed and delivered by the officers o f the C o m pa n y, to the T r ustee or the Authenticating Agent for authentication, and any Debentures which such successor entity thereafter shall cause t o be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the D ebentures so i ssued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures theretofore or thereafter issued in accordance with the te r m s of this Indenture as though all of such Debentures had been issued at the date of the execution hereof.

Section 11.3. Opinion of Counsel to be Given to Trustee. The Trustee, subject to the provisions of Sections 6.1 and 6.2, shall receive, in addition to the Opinion of Counsel required by Section 9.5, an Opinion of Counsel as conclusive evidence that any consolidation, merger, s ale, conv e y ance, transfer or other disposition, and any ass u m p tion, p e r m itted or required by t h e te r m s of this Article XI c o m p lies with the provisions of this Article XI.

ARTICLE XII.

SATISF AC TION A N D DIS C HA RG E OF I N D E NTU R E

Section 12.1.Discharge of Indentur e. When

| (a) | the Co m pany shall deliver to the Trustee for cancellation all Debentures theretofore authenticated (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) and not theretofore canceled, or |

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| (b) | all the D ebentures not theretofore can ce led or delivered to the Trustee for c ance l lation shall have bec o me due and payable, or are b y the i r terms to bec o m e due and pa y able within 1 y ear or are to be called for rede m p tion within 1 y ear u nder arrangements satisfactory t o the Trustee for the giv i ng of notice of re d e m p tion, and the Co m p any shall de p o sit with the Trustee, in trust, funds, w h ich shall be im m e diately due and p a yable, sufficient to p a y at maturity or u pon rede m p tion all of the Deben t ures (other than a n y Debentures which shall have been d e stro y ed, lost or stolen and whi c h shall have been rep l aced or paid as provided in Section 2.6) not theretofore cance l ed or delivered to the T rustee for cancellation, includi n g pr i n cipal and p r e m i u m, if a n y, and i n t e rest due or t o b e c o m e due to such date of maturity or r ede m p tion date, as the case may be, b u t excluding, however, the a m ount of any m one y s for the p a y ment of princ i pal of, and pre m i u m, if an y, or inte r est on the Debentures (1) theretofore repaid to the C o m p any in accordance with the p r ovisions of Section 12.4, or (2) paid to a n y state or to the District of Colu m b ia pursuant to its unclai m ed proper t y or similar laws, |

and if in the case of either clause (a) or clause (b) the Co m pany shall also pay or cause to be paid all other su ms payable hereunder by t he Com pany, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall survi ve until such Debentures shall mature and be paid. Thereafter, Sections 6.6 and 12.4 shall survive, and the Trustee, on demand of the Co m pany acco m panied by an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been co m plied with, and at the cost and expense of the Co m pany, shall execute proper instru ments acknowledging satisfaction of and di scharging this Indenture. The Com pany agrees to rei mburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debentures.

Section 12.2. Deposited M o neys to be Held in Tr us t by Tr u stee. Subject to the provisions of Section 12.4, all m one y s d eposited with the Trustee purs u ant to S e ction 12.1 shall be held in trust in a non- interest bearing account and applied b y it t o the p a y m ent, either directly or throu g h a n y pa y i ng agent (including th e C o m p any if acting as its own pa y i ng agent), to the holders of the particular Debentures for the pa y m ent of which such m one y s have been dep o sit e d with the Trustee, of all sums due and to beco m e due thereon f o r principal, a nd pre m i u m, if any, and i n t erest.

Section 12.3. Paying Age n t to Repay Moneys Held. Upon t h e satisfaction and discharge of this Indentu r e all m one y s then held b y any p a y i n g a gent of the Debentures (other than the Trustee) shal l, upon de m and of the C o m p an y, be repaid to it or paid to the Trustee, and there u pon such p a ying agent shall be released from all further liabili t y with respect to such m one y s.

Section 12.4. Return of Unclai m ed Money s. A n y m one y s dep o sited with or paid to t h e T r ustee or a n y p a y i n g agent for p a yment of the principal of, and pre m i u m, if any, or int e rest on Debentures and n o t applied but r e m aining unclai m ed by t h e holders of Debentures for 2 y ears after the date u pon which the principal of, and pre m i u m, if an y, or interest on such Debentures, as the case may be, shall have become due and p a y able, shall, subject to appli c able eschea t ment laws, be repaid to the Co m p any by the Trustee or such pa y ing agent on written de m and; and the holder of any of the Debentures shall thereafter look on l y to the C o m p any for any p a yment which such holder may be entitled to collect, a n d all liability of the Trustee or such p a y ing agent with r espect to such m one y s shall thereupon c ease.

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ART I CLE X III.

IMMUNITY OF INCORPO R ATORS, STOCKHOLDERS, OFFI C ERS AND D IR E CTORS

Section 13.1. Indenture a nd Debentures Solely Corporate Obl i gation s. No recourse for the pa y m ent of the principal of or pre m iu m, if an y, or interest on any Debenture, or for any claim bas e d thereon or o therwise in respect there o f, and no r e course under or u pon a n y ob l igation, covenant or agreement of the C o m p any in this Indenture or in any supplemental indenture, or in any such Debenture, or because of the creation of any indebt e dness repres e nted thereb y, shall be had against any incorporator, stockholder, e m plo y ee, officer or director, as such, past, present or future, of the C o m p a n y or of any succe s sor Pe r son of the Co m p an y, either directly or through the Co m p any or any successor Person of t h e C o m p an y, w h ether by vi r tue of any c onstitution, s tatute or rule of law, or by the enfo r cement of any assessment or penal t y or o t herwise, it being express l y understood t h at all such liabili t y is hereby expressly waived and r eleased as a condition of, and as a conside r ation for, the execution of t h is Indenture and t h e issue of the Debentures.

ARTICLE XIV. MISCELLANEOUS PROVI S IONS

Section 14.1.Succe s sors. All the covenants, stipulations, pr o mises and agree m ents of the

Co m pany in this Indenture shall bind its successors and assigns whether so expressed or not.

Section 14.2. Official Acts by Successor Entity. Any act or proceeding by any provision of this Indentu r e authorized or required to be done or perfor m ed by any board, c o m m ittee or officer of the C o m p any sh a ll and m ay b e done and p erfor m ed with li k e force a nd effect b y the like b o ard, com m ittee, officer or other authorized Person of any entity that shall at the t i m e be t h e lawful su c cessor of the C o m p an y.

Section 14.3. Surrend e r of Company Powers. The C o m p any by inst r u ment in writing executed by authority of at least 2/3 (tw o-thirds) of its Board of Di r ectors and d e livered to the Trustee may surrender a n y of the po w ers r eserved to the C o m p a n y and the r eupon such power so su r rendered sha l l te r m inate both as to the Co m p an y, and as to any permitted success o r.

Section 14.4. Addre s ses f o r Notices, e t c. Any n o tice, consent, d i rection, request, authorizatio n, waiver or demand which by any prov i sion of this Ind e nture is required or per m itted to be given, made, furnished or s erved b y the Trustee or by the Securityholders on or to the Co m p any m ay be g iven or served in writing b y being depo s ited postage prepaid b y r e g i stered or certified m ail in a post off i ce letter b o x addressed (until another address is filed by the C o m p an y, with the Trustee f o r the purpose) to the C o m p an y, 25 00 Sou t h Cornwell, Yukon, Oklaho m a 73085, At t ention: Do u g las Tippens. Any notic e, consent, direction, request, authorization, waiver or de m and by an y Securi t y h o lder or the C o m p any to or upon the T ru stee shall be dee m ed to h ave been sufficiently giv e n or m ade, for all p u rpo s es, if given o r made in writing at the office of the Tr u stee, addressed to the Tr u stee, Rodney Square North, 1100 Nor t h Market Street, Wil m ington, Delaware 19 8 90-1 600, A ttention: Corporate Trust Ad m inistration. A n y notice, consent, direction, request, authorization, waiver or de m a nd on or to any Securit y holder shall be dee m ed to have been suff i ciently given or m ade, for a ll purposes, if given or made in writing at the address set forth in the Debenture Register.

Section 14.5. Governing La w. This Indenture and each Debe n ture shall be de e m ed to be a contract m a d e under the l aw of the S t ate of New Y o rk, and fo r all purposes shall be governed by and construed in accordance with the law of said State, w it hout regard t o conflict of l aws principles thereof.

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Section 14.6. Evidence of Compliance with Condit i ons Pre c ed e n t. Upon a n y applicati o n or de m and by t h e C o m p any t o the Trustee to take any action u nder any of the pr o v i sions of this I ndenture, the C o m p any shall furnish to the Trustee an Officers’ Certificate stat i ng that in the opinion of the signers all conditions precedent, if an y, provided for in this Indenture relating to the proposed action have been c o m p lied with and an Opinion of Co un sel stating tha t, in the op i nion of such counsel, all such conditi on s precedent have been c o m p lied with.

Each certificate or opinion provided f or in this Indenture and delivered to the Trustee with respect to co m pliance with a condition or covenant provided for in this Indenture shall include (1) a statement that the person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which t he statements or opinions contained in s uch certificate or opinion are based; (3) a statement that, in the opinion of such person, he has made such exa mination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been co m plied with; and (4) a statement as to whether or not in the opinion of such person, such condition or covenant has been com plied with.

Section 14.7. Table of Contents, Headings, etc. The table of contents a n d the titles and headings of t h e articles a n d sections of this Indenture have been i n serted for co n v enience of r eference on l y, are not to be considered a part hereof, and shall in no way m odify or restrict a n y of the terms or provisio n s hereof.

Section 14.8. Execution in Counterpa r t s. This Ind e nture m ay be executed in any nu m ber of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the s a m e inst ru ment.

Section 14.9. Separability. In case a n y one or more of the provisions contained in this Indenture or in the Debentures shall for any reason be held to be inv a lid, illegal or unenforceable in any respect, such invalidit y, illegality or un e nforceability sh a ll not affect any other provisions of this Indenture or of such Debentures, but this Indenture and such Debentures shall be construed as if such invalid o r illegal or un e nforceable provision had never been contained herein or therein.

Section 14.10. Assignment. The Co m p any will have the right at all t i m es to assign any of its rights or o b l i gations u n der this Indentu r e to a direct or indirect whol l y owned Subsidia r y of the Co m p a n y, provided that, in the event of any such a ssig n m ent, t h e C o m p any will re m ain liable for all such obligat i o ns. Subject to the foregoing, this Indenture is binding u pon and inu r es to the benefit of the parties hereto and their respect iv e suc c esso r s and a s signs. This Ind e nture m ay not otherwise be assigned by the parties hereto.

Section 14.11. Acknowled g m ent of R i ghts. The Co m p any agrees that, with respect to any Debentures held by the T r ust or the Institutional T r us t ee of the Trust, if the Institutional Trustee of the Trust fails to enforce its r i ghts under this Indenture as the holder of Debentures held as the asse t s of such Trust after the holders of a majority in Liquidation A m ount of th e Capital Securities of such Trust have so directed such Institutional Trustee, a holder of record of such Capital Securities ma y, to the fullest extent pe r m itted by law, institute legal proceedings directly against the Co m p any to enforce such Institutional Trustee’s rights under this Indenture w i thout first in s tituting any l egal proceed i ngs against such trustee o r any other Pe r son. Notwit h standing t h e f o regoin g, if a n Event of D efault has occurred and is c ontin u ing and such event is attributable t o the failure of the Co m p any to p a y i n t erest (or premi u m, if an y) or pr i n cipal on the Debentu r es on the da t e such inte re st (or pr e miu m, if an y) or principal is otherwise pa y able (or in the case of r ed e m p tion, on th e red e m p ti o n date), the C o m p any agrees that a holder of rec o rd of Capital Securities of the Trust m ay directly institute a proceeding against the C o m p any for enforc e m en t of p a y m ent to such hol d er directly of the principal of (or pre m iu m, if an y) or interest on the Debentures having an

45 131 2 808.1CSB Bancshares, Inc./Indenture

aggregate principal a m ount equal to the aggregate L i quidation A m ount of the Capital Securities of such holder on or a fter the resp e ctive due date specified in the Debentures.

ARTICLE XV. SUBORDINATION OF DEB E NTURES

Section 15.1. Agreement to Subordinate. The C o mpany covenants and agr e es, and e a ch holder of Debentures by such Securit y hold e r’s accepta n ce thereof l i kewise covenants and agrees, that a ll Debentures shall be issued subject to the provisions of this Article XV; and each holder of a Debenture, whether upon original issue or upon transfer or assignme n t there o f, accepts and agrees to be bou n d b y such provisions.

The pay ment by the Com pany of the principal of, and premium, if any, and interest on all Debentures shall, to the extent and in the manner hereinafter set forth, be subordinated and junior in right of pay ment to the prior pa y ment in full of all Senior Indebtedness of the Com pany, whether outstanding at the date of this Indenture or thereafter incurred.

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

Section 15.2. Default on Senior Indebtedness. In the event and during the co n tinuation of an y default b y t h e C o m p any in the pa y m ent of principal, pre m i u m, i n terest or any other pa y m ent due on a n y Senior Indebtedness of the Co m p any following any grace period, or in the ev e n t that the maturity of any Senior Indebtedness of the Co m p any h a s been acce le ra t ed because of a default and such acceleration has not been res c inded or canceled and such Senior Indebtedness has not been paid in f u ll, then, in either c a se, no p a y m ent shall be ma d e by the C o m p any with respect to t h e principal (including re d e m p tion) of, or pre m i u m, if a n y, or interest on the Debe n tures.

In the event that, notwithstanding the foregoing, any pa y ment shall be received by the Trustee when such pay ment is prohibited by the preceding paragraph of this Section 15.2, such pay ment shall, subject to Section 15.7, be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing within 90 da ys of such pa y ment of the amounts then due and owing on the Senior Indebtedness and o n ly the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Indebtedness.

Section 15.3. Liquidation, Dissolution, Bankruptc y. Upon a n y pa y m ent b y t h e Co m p any or distribution of assets of the C o m p any of any kind or character, whether in cash, property or securities, t o creditors up o n a n y disso l u tion or wi n d ing-u p or l i quidati o n or reorganization of the C o m p an y, whe t her volunta r y or involunta r y or in bankrup t c y, insolve n c y, receivership or other p r oceedings, all a m ounts d u e upon all Senior Indebtedn e ss of the Co m p any shall first be paid in full, or payment thereof provided for i n m oney in accordance wi t h its terms, before any pa y m ent is made by the C o m p an y, on account of the principal (and pre m i u m, if an y) or inte r est on the Debentures. Upon a n y such dissolution or winding-u p or liquidation or reorganizat i on, any p a yment by the C o m p an y, or distribution of assets of the Co m p any of any k i nd or character, whether in cash, proper t y or securities, to which the Securityholders or the Trust e e would be entitled to receive from the Co m p an y, except f o r the provisions of this A r ticle XV, shall be paid by the Compan y, or by any receiver, trustee in bankrupt c y, liquidating trus t ee, agent o r other Person making such pa y m ent or distribution, or b y the Secu r ityho l ders or b y the Trustee under this Indenture if received by th e m or it, directly to the holders of Senior Indebtedness (pro rata to such hold e rs on the bas i s of the respective a m ounts of Senior Indebtedness held by such ho l ders, as ca l culated by the C o m p an y) or

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their represe n tative or rep r esentatives, or to the t r ustee or trustees under any indenture pursuant to which any instru m e nts evidencing such Senior Indebtedness m ay have been i ssued, as their resp e ctive interes t s may appear, to the extent neces s ary to pay such Senior Indebtedness in full, in m oney or mon e y’s worth, after giving effect to any concurrent pa y m ent or d i stribution to or for the holders of such Senior Indebtedness, before any pa y m ent or distribution is made to the Securit y holders or to the Trustee.

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

For purposes of this Article XV, the words “cash, property or securities” shall not be deemed to include shares of stock of the Co m pany as reorganized or readjusted, or securities of the Co m pany or any other corporation pro vided for by a plan of reorganization or readjustment, the pa y ment of which is subordinated at least to the extent provided in this Article XV with respect to the Deb entures to the pay ment of all Senior Indebtedness, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjust ment, and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjust ment. The consolidation of the Co m pany with, or the merger of the Co m pany into, another corporation or the liquidation or dissolution of the Co m pany following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided f or in Article XI of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other corporation s hall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XI of this Indenture. Nothing in Section 15.2 or in this Section shall apply to claims of, or pay ments to, the Trustee under or p ursuant to Section 6.6 of this Indenture.

Section 15.4. Subrogation. Subject to the p a y m ent in full of all Senior Indebtedness, the Securit y hold e rs shall be subrogated to the rights of the holders of such Senior Indebtedness to recei v e pa y m ents or distributions of cash, property or securities of the C o m p a n y, applicable to such Senior Indebtedness until the principal of (and pre m i u m, if an y) and int e rest on the Debentures shall be paid in full. For the purposes of such subrogation, no p a yments or dis t ributions to the holders of such Senior Indebtedness of any cash, property or securities to w h ich the Securit y holders or the Trustee would be entitled except for the provisions of this Artic l e XV, and no pa y m ent over pursuant to the provisions of this Article XV to or f o r the benefit of the holders of such Senior Indebtedness by Securi t yholders or th e Trustee, shal l, as bet w een the C o m p a n y, its creditors other than holders of Senior Indebtedness of t h e C o m p an y, a n d the holders of the Debentures be deemed to be a pa y m ent or distribution b y th e C o m p any to or on account of such Sen i or Indebtedn e ss. It is und e rstood that t h e provisions of this Article XV are and are intended solely for the purposes of defining the rel a tive rights of the holders of the Securities, on the one hand, and the holders of such Senior Indebtedness, on the other hand.

Nothing contained in this Article XV or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Compan y, its creditors other than the holders of Senior Indebtedness, and the holders of the Debentures, the obligation of the Company, which is absolute and

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uncondi t iona l, to pay to the holders of the Debentures the principal of (and pre m iu m, i f an y) an d interes t o n the Debentures as and when the s a m e shall bec o m e due and p a yable in accordance with their te r m s, or is intended to or shall affect th e relative ri g h ts of the holders of the Debentures and creditors of the C o m p an y, other than the holders of Senior Indebtedness, nor s h all an y thing herein or th e rein prevent the Trustee or the holder of any Deben t ure fr o m exercising all remedies otherwise permitted by a p plicable law upon default under this I n dent u re, subject to the ri g h ts, i f a n y, under this Article XV of the h o lders of su c h Senior Indeb t edness in respect of cash, proper t y or s ecurities of th e C o m p an y, received upon the exercise of any such r e m ed y.

Upon any pay ment or distribution of assets of the Co m pany referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of co m petent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptc y, liquidation trustee, agent or other Person making such pay ment or distribution, delivered to t he Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Co m pany, the amount thereof or pa yable thereon, the a m ount or a m ounts paid or d istributed thereon and all other facts pertinent thereto or to this Article XV.

Section 15.5. Trustee to Effectuate Subord i natio n. Each Securit y holder by such Securit y hold e r’s acceptan c e thereof authorizes and d irec t s the Trustee on such Securit y hold e r’s behalf to take such action as may be necessary or appropr i ate to effec t uate the subordination p r ovided i n th i s Article X V a nd appoints the Trustee such Securityholder’s attorn e y-in-fact for any and all su c h purposes.

Section 15.6. Notice by the Compan y. The Co m p a n y shall give pro m pt written notice to a Responsible Officer of the Trustee at t h e Principal O ffice of the Trustee of any fact known to the C o m p any that would prohibit the m a king of a n y p a y m ent of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article XV. Not w ithstanding the provisio n s of this Article XV or a n y other provis i on of this In d enture, the Trustee shall not be charged with knowle d g e of the existence of any facts that would pr o h ibit t h e m aking of any p a y m ent of m onies to or by the Trustee in r espect of the Debentures p u rsuant to the provisions of this Article XV, unless and until a Responsible Officer of t h e Trustee at the Principal Office of the T r ustee shall have received written notice thereof fr o m the C o m p any or a holder or holders of Senior Indebtedness or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article VI of this I n denture, shall be entitled in all respec t s to ass u me that no such facts exist; provid e d, however, that if the Trustee shall not have received the notice provided for i n this Section at least 2 Business Da y s prior to the da t e upon which by the ter m s hereof any m on e y m ay bec o m e pa y able for a n y p u r p ose (includi n g, without l i mitation, the pa y m ent of the principal of (or pre m i u m, if an y) or in t erest on any Debenture), then, anythi n g herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such m oney and to apply the same to the purposes for which they were received, and shall not be affec t ed by an y notice to t h e contrary that may be received by it wit h in 2 Business Da y s prior to such date.

The Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder), to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of such Senior Indebtedness to participate in any pay ment or distribution pursuant to t his Article XV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such pay ment or distribution and

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any o t her facts pertinent to the rights of such Person under this Article XV, and, if such evidence is n o t furnished, the Trustee may defer any p a yment to such Person pend i ng judicial d e ter m ination as to the right of such Person to receive such p a y m ent.

Section 15.7. Rights of the Tru s tee; Holders of Senior Ind e btednes s. The Trustee in i t s indiv i dual capacity shall be entitled to all the rights set forth in t h is Article XV in respect of any Senior Indebtedness at any ti m e held by it, to the s a m e e x tent as any other holder of Senior Ind e btedness, and nothi n g in th i s Indenture shall deprive t h e Trustee of any of its ri gh ts as such holder.

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

Nothing in this Article XV shall apply to claims of, or pay ments to, the Trustee under or pursuant to Section 6.6.

Section 15.8. Subordinat i o n May Not Be Impaired. No right of any present or future holder of a n y Sen io r Indebtedne s s to enforce subordinati o n as herein p r ovided shall at any ti m e in a n y w a y be prejudiced or i m paired by any act or failure to act on t h e part of the C o m p an y, or by any act or failure to act, in good faith, b y a n y such hold e r, or b y a n y nonco m pliance by t h e C o m p an y, w ith the terms, provisions and covenants of this I ndenture, regardless of any knowledge thereof that any s u ch holder may have or othe r wise be char g ed with.

Without in any way limiting the generality of the foregoing 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 Securityholders, without incurring responsibility to the Securityhol ders and without impairing or releasing the subordination provided in this Article XV or the obligations hereunder of the holders of the Debentures to the holders of such Senior Indebtedness, do any one or m ore of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instru ment evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, m ortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company, and any other Person.

Signatures appear on the following page

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

|  | CSB BANCSHARES, INC
|  | By: | /s/ Thomas B. Walsh
|  | Name: | Thomas B. Walsh
|  | Title: | Chairman

|  | WILMINGTON TRUST COMPANY, as Trustee
|  | By: |
|  | Name: |
|  | Title: |

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

|  | CSB BANCSHARES, INC
|  | By: |
|  | Name: |
|  | Title: |

|  | WILMINGTON TRUST COMPANY, as Trustee
|  | By: | /s/ Christopher J. Monigle
|  | Name: | Christopher J. Monigle
|  | Title: | Vice President

49

13!2808 I

CSB Bancshares, Inc /Indenture

EXHIBIT A

FORM OF FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE

[FORM OF FACE OF SECURITY]

THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE CORPORATION.

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAW. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE WITH RULE 144A, (D) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.

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

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SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURC H ASE OR H OLD I NG. A NY PURC H AS E R OR HO L DER OF TH E SECURIT I ES OR AN Y INTEREST THEREIN WILL BE DEEMED TO HAVE RE P RESENTED BY ITS PURCHASE AND HOLDING T HEREOF THAT EITHER (i) IT IS NOT AN EMP L OYEE BEN E FIT PLAN W ITHIN THE MEANING OF SECTION 3(3) OF E RISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PE R SON ACTING ON B E HALF OF AN EMPLOY E E BENEFIT PLAN OR PLAN, OR ANY OTHER PER S ON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE S UCH P UR C HASE, O R (ii) SU C H PURCHASE WILL NOT RESULT IN A PROHIB I TED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000.00 AND MULTIPLES OF $1,000.00 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN

$100,000.00 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.

THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

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

Floating Rate Junior Subordinated Deferrable Interest Debenture of

CSB Bancshares, Inc.

August 17, 2006

CSB Bancshares, Inc., an Oklahoma corporation (the “Co mpan y” which term includes any successor Person under t he Indenture hereinafter referred to), for value received promises to pay to Wilmington Trust Co m pany, not in its individual capacity but solely as Institutional Trustee for CSB Bancshares Statutory Trust I (the “Holder”) or registered assigns, the principal sum of five million one hundred fifty-five thousand dollars ($5,155,000.00) on September 15, 2036, and to pay interest on said principal sum from August 17, 2006, or from the m ost recent Interest Pay ment Date (as defined below) to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 15, June 15, September 15 and Dece m ber 15 of each year or if such day is not a Business Day, then the next succeeding Business Day (each such date, an “Interest Payment Date”) (it being understood that interest accrues for any such non-Business Day), commencing on the Interest Pay ment Date in Decem ber 2006, at an annual rate equal to 7.23% beginning on (and i nclu ding) t he date of original issuance and ending on (but excluding) the Interest Payment Date in December 2006 and at an annual rate for each successive period beginning on (and including) the Interest Pay ment Date in December 2006, and each succeeding Interest Payment Date, and ending on (but excluding) the next succeeding Interest Payment Date (each a “Distribution Period”), equal to 3-Month LIBOR, deter mined as described below, plus 1.82% (the “Coupon Rate”), applied to the principal amount hereof, until the principal hereof is paid or duly pro vided for or made available for pay ment, and on any o verdue principal and (without duplication and to t he extent that payment of such interest is enforceable under applicable

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law) on a n y o v erdue installment of interest (including A dditional I n terest) at the Interest Rate in effect for each applicable period, co m pounded quarterl y, from the dates such a m ounts a r e due until they are paid or made availa b le for pa y m e n t. The a m ou n t of interest p a y able for any period will be c o m puted on the basis of the actual nu m ber of da y s in the Distribution Period concerned divided by 3 60. The interest install m ent so p a y able, and punctual l y paid or du l y provided f o r, on any Inte r est Pa y ment Date will, as provided i n the Indenture, be paid to the Person in whose name this De b enture (or one or m o re Predecessor Securities) i s registe r ed at the close of business on the regular record date for such interest instal l m ent, which shall be fifteen Business Da y s prior to the day on which the relevant Interest Pa y m ent Date occurs. A n y such i n terest installment not so punctual l y p a id or du l y p r ovided for shall forthwith cea s e to be p a y able to the Holder on such regular record date a n d may be paid to the Per s on in whose n a m e this D e benture (or one or m o re P redec e ssor S e c u rities) is re gistered at the close of business on a special r e cord date.

“3-Month LIBOR” as used herein, m eans the London interbank offered interest rate for three- month U.S. dollar deposits determined by the Trustee in the following order of priority: (i) the rate (expressed as a percentage per annum) for U.S. dollar deposits having a three-m onth maturity that appears on Telerate Page 3750 as of 11:00 a.m. (London time) on t he related Determination Date (“Telerate Page

3750” means the display designated as “Page 3750” on the Mone y line Telerate Service or such other page as may replace Page 3750 on that service or such other service or services as may be nom inated by the British Bankers’ Association as the information vendor for the purpose of display ing London interbank offered rates for U.S. dollar deposits); (ii) if such rate cannot be identified on the related Determination Date, the Trustee will request the principal London offices of four leading banks in the London interbank

market to provide such banks’ offered quotations (expressed as percentages per annum) to pri me banks in

the London i nterbank market for U.S. dollar deposits having a three-month maturity as of 11:00 a.m. (London time) on such Determination Date. If at least two quotations are provided, 3-Month LIBOR will be the arithmetic mean of such quotations; (iii) if fewer than two such quotations are provided as requested in clause (ii) above, the Trustee will request four major New York City banks to provide such banks’ offered quotations (expressed as percentages per annum) to leading European banks for loans in U.S. dollars as of 11:00 a.m. (London t i me) on such Determination Date. If at least two such quotations are provided, 3-Month LIBOR will be the arith metic mean of such quotations; and (iv) if fewer than two such quotations are provided as requested in clause (iii) above, 3-Month LIBOR will be a 3-Month LIBOR deter mined with respect to the Distribution Period immediately preceding such current Distribution Period. If t he rate for U.S. dollar deposits having a three-month maturity that initially appears on Telerate Page 3750 as of 1 1:00 a.m. (London time) on the related Determination Date is superseded on the Telerate Page 3750 by a corrected rate by 12:00 noon (London time) on such Determination Date, then the corrected rate as so substituted on t he applicable page will be the applicable

3-Month LIBOR for such Determination Date. As used herein, “Determination Date” means the date that is two London Banking Days (i.e., a business day in which dealings in deposits in U.S. dollars are transacted in the London interbank m arket) preceding the commencement of the relevant Distribution Period.

The Interest Rate for any Distribution Period will at no time be higher than t he maxi m um rate then permitted by New York law as the same may be modified by United States law.

All percentages resulting from any calculations on the Debentures will be rounded, if necessary, to the nearest one hundre d-thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .0987654 5) being rounded to 9.8 7 65 5% (or .0987655), and all dollar amounts used in or resulting from such calculation will be rounded to t he nearest cent (with one- half cent being rounded upward)).

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The principal of and inte r est on this Debenture shall be pa y able at the office or agency of the Trustee (or other p a y ing a g ent appo i nted b y the C o m p an y) m aintained for th a t pur p o se in any coin or currency of the United States of A m er ic a that at the ti m e of pa y m ent is legal tender for p a y ment of p u blic and private debts; provide d, however, that pa y m ent of interest may be made by check m a iled to the registered holder at such a ddress as sha l l appear in t h e Debenture Register if a request for a wire trans fe r b y such hol d er has not been received by the Co m p a n y or b y wire transfer to an account appropriate l y designated b y the holder hereof. Notwithstanding the foregoing, so long as the holder of this Debenture is the Institutional Trustee, th e pa y m ent o f the principal of and interest on this D e benture will be made in i m m edia t ely available funds at such place and to such account as may be designated by the Trustee.

So long as no Acceleration Event of Default has occurred and is continuing, the Co m pany shall have the right, from time to time, and without causing an Event of Default, to defer payments of interest on t he Debentures by extending the i nterest pay ment period on t he Debentures at any time and from time to time during the term of the Debentures, for up to 20 consecutive quarterly periods (each such extended interest payment period, an “Extension Period”), during which Extension Period no interest (including Additional Interest) shall be due and payable (except any Additional Su ms that may be due and pa yable). No Extension Period m ay end on a date other than an Interest Pay ment Date. During an Extension Period, interest will continue to accrue on the Debentures, and interest on such accrued interest will accrue at an annual rate equal to t he Interest Rate in effect for such Extension Period, c o mpounded quarterly from the date such interest would have been payable were it not for the Extension Period, to the extent permitted by law (such interest referred to herein as “Additional Interest”). At the end of any such Extension Period the Company shall pay all interest then accrued and unpaid on the Debentures (together with Additional Interest thereon); provided, however, that no Extension Period may extend be y ond the Maturity Date; provided f u rt h er, however, that during any such Extension Period, the Co m pany shall not and shall not per mit any Affiliate to engage in any of the activities or transactions described on the reverse side hereof and in the Indenture. Prior to the termination of any E xtension Period, t he Co m pany may further extend such period, provided that such period toget her with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond t he Maturity Date. Upon the ter mination of any E xtension Period and upon the pay ment of all accrued and unpaid interest and Additional Interest, the Com p any may commence a new Extension Perio d, subject to the foregoing requirements. 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. The Co m pany m ust give the Trustee notice of its election to begin or extend an Extension Period by the close of business at least 15 Business Days prior to the Interest Pay ment Date with respect to which interest on the Debentures would have been pa yable except for the election to begin or extend such Extension Period.

The indebtedness evidenced by this Debenture is, to the extent provided in the Indenture, subordinate and junior in right of pa y ment to the prior pay ment in full of all Senior Indebtedness, and this Debenture is issued subject to the provisions of the Indenture with respect thereto. Each holder of this Debenture, 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 action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints t he Trustee his or her attorney- in-fact for any and all such purposes. Each holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions.

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

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The provisi o n s of this Debenture are continued o n the reverse side hereof a n d such provisions shall for all purposes have the sa m e eff e ct as though f u l l y set forth at this place.

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IN WITNE S S WHERE O F, the Co m pa n y has duly e x ecuted this certificate.

|  | CSB BANCSHARES, INC.
|  | By: |
|  |  | Name:
|  |  | Title:

CERTIFIC A TE OF AU T HENTICA TI ON

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

|  | WILMINGTON TRUST COMPANY, as Trustee
|  | By: |
|  |  | Authorized Officer

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[F O RM OF REVERSE O F DEBENT U R E]

This Debenture is one of the floating rate junior subordinated deferrable interest debentures of the Co m pany, all issued or to be issued under and pursua nt to t he Indenture dated as of August 1 7, 2006 (the “Indenture”), duly executed and delivered between the Co m pany and the Trustee, to which Indenture reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Co m pany and the holders of the Debentures. The Debentures are limited in aggregate principal amount as specified in the Indenture.

Upon the occurrence and continuation of a Special Event prior to the Interest Pay ment Date in September 2011, the Com pany shall have the right to redeem the Debentures in whole, but not in part, at any I nterest Pay ment Date, within 120 da ys following the occurrence of such Special Event, at the Special Redem ption Price.

In addition, t he Com pany shall have the right to redeem the Debentures, in whole or in part, but in all cases in a principal a mount with integral m ultiples of $1,000.00, on any I nterest Payment Date on or after the Interest Pay ment Date in Septem ber 2011, at the Redem ption Price.

Prior to 10:00 a.m. New York City time on the Redem ption Date or Special Redem ption Date, as applicable, the Co m pany will deposit with the Trustee or with one or m ore paying agents an amount of money sufficient to redeem on the Redem ption Date or the Special Rede m ption Date, as applicable, all the Debentures so called for rede m ption at the appropriate Redem ption Price or Special Redem ption Price.

If all, or less than all, the Debentures are to be redeemed, the Com pany will give the Trustee notice not less than 45 n or m ore than 60 da ys, respectively, prior to the Rede m ption Date or Special Redem ption Date, as applicable, as to the aggregate principal amount of Debentures to be redeemed and the Trustee shall select, in such manner as in its sole discretion it shall deem appropriate and fair, the Debentures or portions thereof (in integral m ultiples of $1,000.00) to be redeemed.

Notwithstanding the f oreg oing, any red e m ption of Debentures by the Com pany shall be subject to the receipt of any and all required regulatory approvals.

In case an Acceleration Event of Default shall have occurred and be continuing, upon demand of the Trustee, the principal of all of the Debentures shall beco me due and pa yable in the m anner, with the effect and subject to the conditions pro vided in the Indenture.

The Indenture contains provisions permitting the C o m pany and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Debentures at the time outstandin g, to execute sup plemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; prov i de d, however, that no such supplemental indenture shall without the consent of the holders of each Debenture then outstanding and affected thereby (i) change the fixed maturity of any Debenture, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of pay ment of interest thereon, or reduce any amount pay able on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or i m pair or affect the right of any Securityholder to institute suit for pay ment thereof or impair the right of repay ment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders of which are required to consent to any s uch supplemental indenture.

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The Indentu r e also contai n s provisions per m itting the holders of a m ajority in aggregate principal a m ount of th e Debentures at the ti m e outstandi n g o n behalf of t h e holders of all of t h e Debentures to waive (or modi f y a n y p r evious l y gr a n ted waiver o f) a n y past default or Event of D e fault, and its consequence s, except a de f ault (a) in the pa y m ent of principal of, pre m i u m, if a n y, or interest on a n y of the Debentures, (b) in respect of covenants or prov i sions hereof or of the Indenture which cannot be m odified or amended wit h out the consent of the hol d er of e ach D e benture affec t ed, or (c) in r espect of the covenants contained in Section 3.9 of t h e Indenture; provide d, however, that if the Debentures are held by the Trust or a trustee of s u ch trust, such waiver or modification to such waiver shall not be effective until the holders of a majority i n Liquidation A m ount of Trust Securities of the Trust shall have consented to such waiver or m odificat i on to such w aiver, provided, further, that if the consent of the holder of each outstanding Debenture is required, such waiver s h all not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon a n y such w aiver, the default covered thereby shall be de e m ed to be cured for all purposes of the Indenture and the Co m p an y, the Trustee and the holders of the Debentures shall be restored to their for m er positi o ns and rights hereunder, respectivel y; but no such waiver shall extend to any s ubsequent or other default or Event of Default or i m pair any right consequent thereon. Whenever a n y default or Event of Default hereunder shall have been waived as pe r m itted by the Indenture, said defa u lt or Event of Default shall for all purposes of the Debentures and the I n den t ure be dee m ed to h a ve been cured and t o be not cont i nuin g.

No reference herein to the Indenture and no provisi on of this Debenture or of the Indenture shall alter or i m pair the obligation of the Com pany, which is absolute and unconditional, to pay the principal of and premium, if any, and interest, including Additional Interest, on this Debenture at the time and place and at the rate and in the money herein prescribed.

The Com pany has agreed that if Debentures are initially issued to the Trust or a trustee of such Trust in connection with the issuance of Trust Securities by the Trust (regardless of whether Debentures continue to be held by s uch Trust) and (i) there shall have occurred and be continuing an Event of Default, (ii) the Com pany shall be in default with respect to its pa y ment of any obligations under the Capital Securities Guarantee, or (iii) t he Com pany shall have given notice of its election to defer pay ments of interest on the Debentures by extending the interest pay ment period as provided herein and such Extension Period, or any extension thereof, shall be continuing, then the Com pany shall not, and shall not allow any Affiliate of the Com pany to, (x) declare or pay any dividends or distributions on, or redee m, purchase, acquire, or make a liquidation payment with respect to, any of the Com pany’s capital stock or its Affiliates’ capital stock (other than payments of dividends or distributions to the Co m pany or pay ments of dividends from direct or indirect subsidiaries of the Com pany to their parent corporations, which also shall be direct or indirect subsidiaries of the Co m pany) or make any guarantee pa y ments with respect to the foregoing or (y) make any pa y ment of principal of or interest or premiu m, if any, on or repay, repurchase or redeem any debt securities of the Co m pany or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (1) repurchases, redem ptions or other acquisitions of shares of capital stock of the Co m pany in connection with any emplo y ment contract, benefit plan or other similar arrangement with or f or the benefit of one or m ore employees, officers, directors or consultants, in connection with a dividend reinvest ment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Co m pany (or securities convertible in to or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, if any, (2) as a result of any exchange or conversion of any class or series of the Co m pany’s capital stock (or any capital stock of a subsidiary of the Co m pany) for any class or series of the Co m pany’s capital stock or of any class or series of the Com pa ny’s indebtedness for any class or series of the Company’s capital stock, (3) the purchase of fractional interests in shares of the C o m pany’s ca pital stock p ursuant to the conversion or exchan ge provisions of such capital stock or the security being converted or exchanged, (4) any declaration of a dividend in connection with any stockholders’ rights plan, or the issuance of rights, stock or other

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property under any stockholders’ rights plan, or the red e m p tion or repurchase of rights pur s u ant thereto, (5) a n y d i vi d end in t h e f o rm of stock, warrants, opt i ons or o t her rights where the div i dend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the divide n d i s being paid or ranks pari passu with or junior to such stock and an y cash pa y m ents in lieu of fractional shares issued in connection therewith, (6) pa y m ents of principal or interest on d e bt securities or pa y m ents of cash dividends or distributions on any capital stock issued by an Affiliate t h at is not, in whole or in p art, a subsidiary of t h e Co m p any (o r a n y rede m p tions, repurchases or liquidat i on p a y m ents on such stock or securities), or (7) p a y ments under the Capital Securities Guarantee).

The Debentures are issuable only in registered, certificated form without coupons and in mini m um denominations of $100,000.00 and any multiple of $1,000.00 in excess thereof. As provided in the Indenture and subject to the transfer restrictions and limitations as may be contained herein and therein from ti me to ti me, this Debenture is transferable by the holder hereof on the Debenture Register of the Co m pany. Upon due presentment for registration of transfer of any Debenture at the Principal Office of the Trustee or at any office or agency of the Com pany maintained for such purpose as provided in Section 3.2 of the Indenture, the Co m pany shall execute, the Co m pany or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and m ake available for delivery in the name of the transferee or transferees a new Debenture for a like aggregate principal amount. All Debentures presented for registration of transfer or for exchange or pa y ment shall (if so required by the Co m pany or the Trustee or the Authenticating Agent) be duly endorsed by, or be acco m panied by a written instrument or instruments of transfer in form satisfactory to, the Co m pany and the Trustee or the Authenticating Agent duly executed by the holder or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Debentures, but the Com pany or t he Trustee may require pa yment of a sum sufficient to cover any tax, fee or other governmental charge that may be i mposed in connection therewith.

Prior to due present ment for registration of transfer of any Debenture, the Company, the Trustee, any Authenticating Agent, any pa ying agent, any transfer agent and any Debenture registrar may deem the Person in whose name such Debenture shall be registered upon the Debenture Register to be, and may treat him as, the absolute owner of such Debenture (whether or not such Debenture shall be overdue) for the purpose of receiving pay ment of or on account of the principal of, premium, if any, and interest on such Debenture and for all other purposes; and neither the Com pany nor the Trustee nor any Authenticating Agent nor any pa ying agent nor any transfer agent nor any Debenture registrar shall be affected by any notice to the contrary. All such payments so made to any holder for the time being or upon his order shall be valid, and, to the extent of the sum or su ms so paid, effectual to satisfy and discharge the liability for mone ys pa yable upon any such Debenture.

No recourse for the pay ment of the principal of or premiu m, if any, or interest on any Debenture, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Co m pany in the Indenture or in any supplemental indenture, or in any such Debenture, or because of the creation of any indebtedness represented thereby, shall be had against any i ncorporator, stockholder, employee, officer or director, as such, past, present or future, of the Co m pany or of any successor Person of the Co m pany, either directly or through the Company or any successor Person of the Com pany, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of t he Indenture and the issue of the Debentures.

Capitalized ter ms used and not defined in this Debenture shall have the meanings assigned in the Indenture dated as of the date of ori ginal issuance of this Debenture between the Trustee and the Co m pany.

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THE IND E NTURE A ND THE DEBENT UR ES SHALL BE GO V ERNED BY AND CONST R U E D IN A C C O RDA N CE W ITH THE L A WS OF T HE STATE OF NEW Y ORK WITH O UT REGARD T O CONFLICT OF LAW PRINCIPLES THEREOF.

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EXHIBIT B

FORM OF CERTIFICATE TO TRUSTEE

Pursuant to Section 3.5 of the Indenture between CSB Bancshares, Inc., as the Com pany (the “Co mpany”), and Wilmington Trust Com pany, as Trustee, dated as of August 17, 2006 (the “Indenture”), the undersigned hereby certifies as follows:

| 1. | In my capacity as an officer of the Co m pany, I would normally have knowledge of any default by the Co mpany during the last fiscal year in the performance of any covenants of the Company contained in the Indenture. |

| 2. | [To my knowledge, the Co mpany is not in default in the performance of any covenants contained in the Indenture. |

or, alternatively:

I am aware of the default(s) in the perfor mance of covenants in the Indentures, as specified below.]

Capitalized terms used herein, and n ot otherwise defined herein, have the respective meanings ascribed thereto in the Indenture.

IN WITNESS WHEREOF, the undersigned has executed this Certificate.

Date:

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B-1131 2 808.1CSB Bancshares, Inc./Indenture