EX-10.1 2 exhibit101.htm EXHIBIT 10.1
Central Bancorp, Inc.
as Company
INDENTURE
Dated as of December 27, 2005
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
As Trustee
JUNIOR SUBORDINATED DEBT SECURITIES
Due March 15, 2036
(8) Cen tral B anco rp, In c.
A U\4 1 7 1 30 8.5
358 7 64-2

TABLE OF CONTENTS

|  |  | Page
ARTICLE I
D E FI N I T IO N S
SECTION | 1.01. | D e finit i ons | 1
ARTICLE II
DEBT SECURITIES
SECTION | 2.01. | Authentication and Dating | 7
SECTION | 2.02. | Form of Trustee's Certificate of Authentication | 8
SECTION | 2.03. | Form and Denomination of Debt Securities | 8
SECTION | 2.04. | Execution of Debt Securities | 8
SECTION | 2.05. | Exchange and Registration of Transfer of Debt Securities | 9
SECTION | 2.06. | Mutilated, Destroyed, Lost or Stolen Debt Securities | 11
SECTION | 2.07. | Temporary Debt Securities | 12
SECTION | 2.08. | Payment of Interest | 12
SECTION | 2.09. | Cancellation of Debt Securities Paid, etc | 14
SECTION | 2.10. | Computation of Interest | 14
SECTION | 2.11. | Extension of Interest Payment Period | 15
SECTION | 2.12. | CUSIP Numbers | 16
ARTICLE III
PARTICULAR COVENANTS OF THE COMPANY
SECTION | 3.01. | Payment of Principal, Premium and Interest; Agreed Treatment of the Debt Securities | 17
SECTION | 3.02. | Offices for Notices and Payments, etc | 17
SECTION | 3.03. | Appointmentsto Fill Vacancies in Trustee's Office | 18
SECTION | 3.04. | Provision as to Paying Agent.. | 18
SECTION | 3.05. | Certificate to Trustee | 19
SECTION | 3.06. | Additional Interest | 19
SECTION | 3.07. | Compliance with Consolidation Provisions | 19
SECTION | 3.08. | Limitation on Dividends | 19
SECTION | 3.09. | C ov e nant s as to th e Tru s t | 20
ARTICLE IV
LIST AND REPORTS BY THE COMPANY AND THE TRUSTEE
SECTION | 4.01 | S ec urityhold e rs' Li s ts | 20
SECTION | 4.02 | Preservation and Disclosure of Lists | 20
ARTICLE V
REMEDIES OF THE TRUSTEE AND SECURITYHOLDERSUPON AN EVENT OF DEFAULT
SECTION | 5.01 | Event s of Defau l t | 22
SECTION | 5.02 | Payment of Deb t Securit i e s on Default; Suit Th er efor | 24
SECTION | 5.03 | Applica t ion of Moneys C ollect e d by Trust ee | 25
SECTION | 5.04 | Proceeding s by Securityholder s | 25
SECTION | 5.05 | Proc e eding s by T ru s tee | 26

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TABLE OF COTENTS
(CONTINUED)

SECTION | 5.06 | Remedies Cum u lati v e and Continuing | 26
SECTION | 5.07 | Direction of Proc ee dings and W ai v er o f Defaults b y Ma j ori ty o f Securityholders | 26
SECTION | 5.08 | N o t ice of D e fault s | 27
SECTION | 5.09 | U n dertaking to Pay Co s ts | 27
ARTICLE VI
CONCERNIG THE TRUSTEE
SECTION | 6.01 | Duties and Responsibilitiesof Trustee | 27
SECTION | 6.02 | Reliance on Documents, Opinions, etc | 29
SECTION | 6.03 | No Responsibility for Recitals, etc | 29
SECTION | 6.04 | Trustee, AuthenticatingAgent, Paying Agents, Transfer Agents or Registrar May Own Debt Securities | 30
SECTION | 6.05 | Moneys to be Held in Trust | 30
SECTION | 6.06 | Compensation and Expenses of Trustee | 30
SECTION | 6.07 | Officers' Certificate as Evidence | 31
SECTION | 6.08 | Eligibility of Trustee | 31
SECTION | 6.09 | Resignation or Removal of Trustee, Calculation Agent, Paying Agent or Debt Security Registrar | 31
SECTION | 6.10 | Acceptanceby Successor | 33
SECTION | 6.11 | Succession by Merger, etc | 33
SECTION | 6.12 | Authenticating Agents | 34
ARTICLE VII
CONCERNINGTHE SECURITY HOLDERS
SECTION | 7.01 | Action by Securityholders | 35
SECTION | 7.02 | Proof of Execution by Securityholders | 35
SECTION | 7.03 | Who Are Deemed Absolute Owners | 36
SECTION | 7.04 | Debt Securities Owned by Company Deemed Not Outstanding | 36
SECTION | 7.05 | Revocation of Consents; Future Securityholders Bound | 36
ARTICLE VIII
SECURITYHOLDERS' MEETINGS
SECTION | 8.01 | Purposes of Meetings | 37
SECTION | 8.02 | Call of Meetings by Trustee | 37
SECTION | 8.03 | Call of Meetings by Company or Securityholders | 37
SECTION | 8.04 | Qualifications for Voting | 37
SECTION | 8.05 | Regulations | 38
SECTION | 8.06 | Voting | 38
SECTION | 8.07 | Quorum; Actions | 39
SECTION | 8.08 | Written Consent Without a Meeting | 39
ARTICLE IX
SUPPLEMENTAL INDENTURES
SECTION | 9.01 | Supplemental Indentures without Consent of Securityholders | 40
SECTION | 9.02 | Supplemental Indentures with Consent of Securityholders | 41

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TABLE OF COTENTS
(CONTINUED)

SECTION | 9.03 | Effect of Supplemental Indentures | 42
SECTION | 9.04 | Notation on Debt Securities | 42
SECTION | 9.05 | Evidence of Compliance of Supplemental Indenture to be furnished to Trustee | 42
ARTICLE X
REDEMPTION OF SECURITIES
SECTION | 10.01 | Optional Redemption | 42
SECTION | 10.02 | Special Event Redemption | 43
SECTION | 10.03 | Notice of Redemption; Selection of Debt Securities | 43
SECTION | 10.04 | Payment of Debt Securities Called for Redemption | 43
ARTICLE XI
CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE
SECTION | 11.01 | Company May Consolidate, etc., on Certain Terms | 44
SECTION | 11.02 | Successor Entity to be Substituted | 45
SECTION | 11.03 | Opinion of Counsel to be Given to Trustee | 45
ARTICLE XII
SATISFACTIONAND DISCHARGE OF INDENTURE
SECTION | 12.01 | Discharge of Indenture | 45
SECTION | 12.02 | Deposited Moneys to be Held in Trust by Trustee | 46
SECTION | 12.03 | Paying Agent to Repay Moneys Held | 46
SECTION | 12.04 | Return of Unclaimed Moneys | 46
ARTICLE XIII
IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
SECTION | 13.01 | Indenture and Debt Securities Solely Corporate Obligations | 46
ARTICLE XIV
MISCELLANEOUSPROVISIONS
SECTION | 14.01 | Succ ess or s | 47
SECTION | 14.02 | O ffic i a l Act s b y Su ccess or E ntity | 47
SECTION | 14.03 | S urr e nd e r of Co mpan y P o w e rs | 47
SECTION | 14.04 | A ddr esses for Noti ces, e t c | 47
SECTION | 14.05 | Go verni n g Law | 47
SECTION | 14.06 | E vid e nc e o f Co mplian ce w ith C ondit io n s Pr e c e d e n t.. | 48
SECTION | 14.07 | N on-Bu s in ess Day s | 48
SECTION | 14.08 | T a ble of C o n te n ts, H ea din gs, etc | 48
SECTION | 14.09 | E x ec ution in C ou nte rpart s | 48
SECTION | 14.10 | S ev er a bili ty | 48
SECTION | 14.11 | A ss ignm e nt | 49
SECTION | 14.12 | Ac knowl e dgment of Ri ghts | 49
ARTICLE XV
SUBORDINATION OF DEBT SECURITIES
SECTION | 15.01 | Agreement to Subordinate | 49
SECTION | 15.02 | Default on Senior Indebtedness | 50

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TABLE OF COTENTS
(CONTINUED)

SECTION | 15.03 | Liquidation; Dissolution; Bankruptcy | 50
SECTION | 15.04 | Subrogation | 51
SECTION | 15.05 | Trustee to Effectuate Subordination | 52
SECTION | 15.06 | Notice by the Company | 52
SECTION | 15.07 | Rights of the Trustee, Holders of Senior Indebtedness | 53
SECTION | 15.08 | Subordination May Not Be Impaired | 53
EXHIBITS |  |  | 56
EXHIBIT | A | FORM OF DEBT SECURITY | 56

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THIS INDENTURE, dated as of December 27, 2005, between Central Bancorp, Inc., a bank holding company incorporated in Texas (hereinafter sometimes called the "Company"}, and JPMorgan Chase Bank, National Association as trustee (hereinafter sometimes called the "Trustee").
W I T N E S S E T H:
WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its Junior Subordinated Debt Securities due March 15, 2036 (th e "D e bt Securities") under this Indenture and to provide, among other things, for the execution and authentication, delivery and administration thereof, the Company has duly authorized the execution of this Indenture.
NOW, THEREFORE, in consideration of the premises, and the purchase of the Debt Securities by the holders thereof, the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the respective holders from time to time of the Debt Securities as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Definitions.
The terms defined in this Section 1.01 (except as herein otherwise expressly pro v ided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. All accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting principles and the term "generally accepted accounting principles" means such accounting principles as are generally accepted in the United States at the time of any computation. The words "herein," "hereof and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.
"Additional Interest" shall have the meaning set forth in Section 3.06.
"Additional Provisions" shall have the meaning set forth in Section 15.01.
"Authenticating Agent" means any agent or agents of the Trustee which at the time shall be appointed and acting pursuant to Section 6.12.
"Bankruptcy Law" means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.
"Board of Directors" means the board of directors or the executive committee or any other duly authorized d e signated officers of the Company.
"Board Resolution" m e an s a c op y of a re s olution c e rtified by the S ec r e t a ry or an As s istant Secretary of th e Company to have b ee n duly ad o pt e d b y th e Board of Dir ec tor s and to be in full forc e and effect on the date o f s uch certification an d d e livered t o th e Tru s t ee.

(8) Central Bancorp, Inc. AU\4171308.5 358764-2 |  |

"Bu s ine ss Day" mean s any da y othe r than a Saturday, Sund ay or an y o th e r da y on which banking institution s in Wilmington, D e la w are, N ew York Cit y o r th e c ity of e ith e r the Principal Office o f the Trus t ee or the principal o ffice of th e Compan y ar e p e rmitt ed or r e quir e d by any applicabl e l a w or ex e cuti v e ord e r t o c lo se.
"Calculation A ge nt" m e an s th e P e r s on i dent i fi e d as "Tru stee" i n the fi rs t paragraph her e of with r es pe c t to the D e bt S e curi t i es and th e In s titutional T rust e e wi th re s pect to th e Tru s t Securiti es.
"Cap i t a l Se c uritie s" m e an s undi v ided b enefi c i a l inte res t s in the asse t s of th e Tru s t which ar e d es ign a ted as "TP S e curiti es" and rank pari p ass u with C omm o n Se c uri t i es iss u e d b y the T ru s t; provid e d, h o w e ver, t h a t i f an Eve n t of D efa ul t (as defi ne d in th e D ec l ara t ion) h as o cc urr e d and i s con t inuin g, the rights of hold e r s of s uch C ommon Securities to p ayme nt in re s p e ct of di s tr i bution s and pa yme nt s u p o n liq ui dation, re d e mp tio n and otherw i se are s ub or din a ted to the ri g ht s of h o ld e r s of s uch C apit a l Se c uriti es.
"C apital S e curiti es Guarante e" m e an s th e g u a r an t ee a gr ee ment th a t th e Co mpan y will e nter into with JPMor g an C ha s e Bank, N a t ional A ssoc iation or o t h e r Per so n s that o p e ra tes dir ec tly o r indir ec tly fo r th e b e n e fi t o f h o ld e r s o f Capit a l S ec urit ies of the Tru st.
"Capit a l Tre a tment Ev ent" mean s, if the Compan y i s or g ani z e d and ex i s tin g under th e law s o f t he U nit e d St a te s o r any s t a te th e r eof or the Di s tri c t o f C olumbia, t he re ce i p t b y the Company and the Tru s t o f an Opinion o f C o un se l e xp e ri e n ce d i n s u c h m a tt ers t o th e eff e c t t h a t, a s a re s ult o f (a) any am e ndm e nt to, o r chan g e i n, th e la ws, rule s or r e gu lation s of the U nit e d Stat es or any poli t ic a l subdi v i s ion ther e o f o r th e rein, or an y ru les, guid e lin es or pol i c ies of an y applic a ble r e gulatory auth o rity fo r th e Compan y or {b) an y offi c ial or admini s trati ve pronouncem e nt or action or de c i s ion interpreting or applyin g s uch l aws, rul es or r egu l a t i on s, which amendment or chan ge i s e ff e cti ve or which pr o n o uncement, ac tion or d ec i si on i s announced on or after th e dat e o f ori gi nal i ss uance of the D e bt S ec uri t i es, th e r e i s mor e than an in s ub s tantial ri s k that, within 90 d a ys of the r ec eipt o f such opinion, the a g gre g ate Liqu i da tio n Amount of the C apital Se c uriti es will not b e e li g ibl e to be tr e a t ed b y th e C ompany a s "Ti e r 1 C a pit a l" (or the then equiv a l e nt thereof) for purpos es of th e ca pital ad e qua c y gui d e line s o f t h e Fed e ral Re s erve (or an y s ucce ss or regulatory authorit y with juri s dicti o n o ve r bank or financ i al holdin g compani e s), as then in e ff ect and applicable to th e Compan y (or if the C ompan y i s not a bank holding company, such guidelin e s a ppli e d to th e Company as i f the Company w e r e s ubject to such guid e lin e s); provided, h o we v er, that the inability of the Comp a ny to tr e at all or an y portion of the aggregat e Liquidation Amount o f the C a pital Securitie s as T i er 1 Capital s hall no t con s titute the basis for a Capital Treatment E v e nt, if su c h in a bility re s ults from th e C ompan y having cumulative pr e ferred s tock, minori t y int e re s ts in con s olida t ed s ub s idiarie s, or any oth e r class of s ecurity or int e re s t w hich the Fed e ral Res e rve o r OTS, as appli c abl e, ma y now or h e reaft e r accord Tier 1 Capital treatm e nt in exce ss of the am o unt w hich ma y now or hereaft e r qualify for t reatment as Tier 1 Capit a l under applicable capital adequacy g uid e line s; pro v id e d further, howev e r, that the d i stribution of the Debt Se c uriti es in conn ec tion with the liquid a tion o f the Trust by the Company shall not in and of itself constitute a Capita l Treatment Event un l ess s u ch liquidation s h a ll have occ urr ed in connection with a Tax Event or an Investme n t Company Event.
"Certificate" means a certificate signed by any one of t h e princ i pa l executive office r, the p rincipa l financia l officer o r t he principa l acco un ting officer of the Company.
"Common Securities" means undivided beneficial interests in the assets of the T ru st wh i c h are designated as "Common Securit i es" an d rank pari passu wi th Capita l Securities issued b y the Trust; provi d ed, however, that i f an Event of Defa u lt (as defined in the Dec l aration) has occurre d and is continuing, t he rights of ho l ders of such Commo n Securities to payment in respec t of distributions an d

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payments upo n l iq u idation, redemption and otherwise are subordinated to the rights of holde r s of such Capital Securi t ies.
"Company" means Central Bancorp, Inc., a b ank ho l ding company incorpo r ated i n Texas, and, s ubj ect to t he provisions of Article XI, shall inc l ude its successo r s and assigns.
"Debt Security" or "Debt Securit i es" has the meaning stated in the first recital of this Indenture.
"Deb t Security Register" has the meaning specified in Section 2.0 5.
"Declaration" means the Amended and Restated Declaration of Trust of the Trust dated as of December 27, 2005, as amended or s u pp l emented from time to time.
"Defau lt" means any event, act o r condition that with not i ce or lapse of time, or both, wou l d constitute an Event of Defau l t.
"Defaulted Interest" has the meaning set forth in Section 2.08.
"Deferred Interest" has the meaning set forth in Section 2.11.
"Event of Default" means any event specifie d in Section 5.01, which has continued for the p erio d of time, if any, and afte r the giving of the notice, if any, t h erein designated.
"Exte n sion Perio d" has the meaning set forth i n Section 2.1 1.
"Federal Reserve" means t he Board of Governo r s of the Federa l Reserve System.
"Fixed Rate" means a per annum rate of inte r est, e q ua l to 6.255% commenci n g
Decem b e r 27, 2005.
"Fixe d Rate Period" has t h e meaning assigne d to i t in Section 2.l O(a).
"Indenture" means this instrume n t as originally executed or, if amended o r supp l emente d as herei n provided, as so amended or supp l emented, or both.
"Initia l Pur chase r" means the i nitia l purchaser of the Capita l Securities.
"Institutional Trustee" has the meaning set forth in the Declaration.
"Interest Payment Date" means March 15, June 15, September 15 and December
15 of each year, commencing on March 15, 2006, during the term of this Indenture.
"Interest Payment Period" means the period from and including an Interest Payment Date, or in the case of the first Interest Payment Period, the original date of issuance of the Debt Securities, to, but excluding, the next succeeding Interest Payment Date or, in the case of the last Interest Payment Period, the Redemption Date, Special Redemption Date or Maturity Date, as the case may be.
"Interest Rate" means the Fixed Rate and Variable Rate, as applicable.

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"Investment Company Event" means the receipt by the Company and the Trust of an Opinion of Counsel experienced in such matters to the effect that, as a result of a change in law or regulation or written change in interpretation or application of law or r e gulation by any legislative body, court, governmental agency or regulatory authority, there is more than an insubstantial risk that the Trust is or, within 90 days of the date of such opinion will be, considered an "investment company" that is required to be registered under the Investment Company Act of 1940, as amended, which change or prospective change becomes effective or would become effective, as the case may be, on or after the date of the original issuance of the Debt Securities.
"LIBOR" means the London Interbank Offered Rate for U.S. Dollar deposits in
Europe as determined by the Calculation Agent according to Section 2.1 O(b).
"LIBOR Banking Day" has the meaning set forth in Section 2.lO(b)(l).
"LIBOR "Business Day" has the meaning set forth in Section 2.lO(b)(l).
"LIBOR Determination Date" has the meaning set forth in Section 2.1 O(b ).
"Liquidation Amount" means the liquidation amount of $1,000 per Trust Security.
"Maturity Date" means March 15, 2036.
"Notice" has the meaning set forth in Section 2.11.
"Officers' Certificate" means a certificate signed by the Chairman of the Board, the Vice Chairman, the President or any Vice President, and by the Chief Financial Officer, the Treasurer, an Assistant Treasurer, the Comptroller, an Assistant Comptroller, the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee. Each such certificate shall include the statements provided for in Section 14.06 if and to the extent required by the provisions of such Section.
"Opinion of Counsel" means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company, or may be other counsel reasonably satisfactory to the Trustee. Each such opinion shall include the statem e nts provided for in Section 14.06 if and to the e x tent required by th e provisions of such Section.
"OTS" means the Office of Thrift Supervision and an y s ucc es sor federal a ge n cy that is primarily respon s ible for r e gulatin g the a c tivitie s o f sa v in g s and loan holdin g companie s.
"Out s tanding" mean s, wh e n u se d with reference to Debt Securit i e s, s ubj ect to the provision s of Section 7.04, as o f any parti c ular tim e, all Debt S ec uriti e s a uth e nti cate d and d e liv e r e d by the Trust ee or the Authenticating Agent under thi s Indenture, e x cept
(a) D e bt Se c urities th e re t ofore can ce led by the Tru s t ee or th e Auth e nticating
A ge nt or d e liv e red to th e T ru s t ee for c anc e llation;
(b) D e bt S e curitie s, or portio n s ther eo f, for the paym e nt or redemp ti on o f which moneys in the ne c es s ar y amount s hall have be e n dep os i te d in tru s t with th e Trust e e or with a ny Payin g Agent (other than the Compan y) or s hall ha v e b e en se t as ide an d segrega t e d in tru s t b y th e Compan y (if th e Company s h a ll a c t as it s own Paying A ge nt); pro v ided, that, if s u c h Debt Securitie s, or portion s ther e o f, are to b e r ede emed prior to m a turit y ther eo f, n o t i c e o f s u c h r e demption s h a ll h a v e b e en given as pro vi ded in Art ic le s X and XIV or p rov i sio n sa t is fa c to ry to th e Trustee s hall ha v e b e en mad e for giv in g s uch notice; and

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(c) Debt S e curiti es paid pursuant to Se c tion 2.06 or in li e u o f or in s ubstitution for which other D e bt Se c urit i e s s hall ha ve been authenticat e d and d e li ve r e d p urs u an t to the t e rms of Section 2.06 unl es s pr o of s a t i sfa ctory to the C o mpan y and th e Tru s te e i s pre s ent e d that any s uch D e bt Securitie s ar e held by b on a fid e hold ers in du e c o ur se.
"Pa yi n g A g ent" h as the meanin g se t forth in S e c t i o n 3.04(e).
"Per s on" mean s an y indi vi du a l, co rp o ratio n, limit e d liabil ity c ompany, partne rs hip, joint v e ntur e, ass o c iation, joint-stock company, tru st, unincorp o ra t ed or g an iz a t ion or government o r any a ge n c y or politic a l s ubdi v i s ion th e reof.
"Pr e dece ss or S e curity" of any particul ar D e b t S ec urity m e an s e v ery pr e viou s D e b t Security evid e ncing all or a portion of th e s ame debt as that eviden c ed by s uch parti c ular D e b t Security; and, for the purpos es of thi s d e finition, any D e bt Secu ri ty auth e nticat e d and d e liv e red under Section 2.06 in lieu of a lost, de s troyed or s tolen Debt S e curity s hall be d ee med to evidence th e same debt a s the l o s t, de s troy e d or stol e n D e bt S ec urity.
"Principal Office of the Trust ee" means the office of th e T ru s tee, at which at any particular time it s corporat e trust busines s s hall b e principally admini s tered, w hich at a ll tim es s hall b e locat e d within the Unit e d State s and at the time of the ex ecution o f this In d entu re s h a ll be 600 Tra v is Stre e t, 50t h Floor, Houston, T exas 77 002.
"Redemption Dat e" has the meanin g set forth in Section 10.01.
"Red e mption Price" means 100% of t he principal amoun t of the Deb t Securitie s being redeemed plus accru e d and unpaid inter e st on su c h Debt Securities to th e R e d e mpti o n Date.
"Responsible Officer" means, with respect to the Trustee, any officer within the Principa l Office of the Trustee with direc t responsibility for the administration of the Indenture, including any vice-president, any assistant vice-president, any secretary, any assistant secretary, the treasurer, any assistant treasurer, any trust officer or other office r of the Principal Office of the Trustee customari l y performing functions similar to those performed by any of the above d esignate d officers and a l so means, with respect to a particu l ar corpo r ate trust matter, any other officer to whom such matter is referred because of t hat officer's knowledge of and fam i liarity with the particular sub j ect.
"Securityho l der," "holder of Debt Securities" or other similar terms, means any Person i n whose name at the time a particular Debt Security is registered on the D e bt Security Regis t er.
"Senior Indebtedn e ss" means, with r espect to the Company, (i) the principa l, prem i um, if any, and interest in respect of (A) indebtedness of the Company for money borrowed, sim il ar ob l igations arising from off-balance sheet guarantees and direct credit substitutes and (B) indebtedness evidenced by securities, debentures, notes, bonds or other similar instruments issu e d by the Company; (ii) all cap i tal lease obligation s of the Compan y; (iii) all obligat i ons of the Company issued or assumed as the deferred purchase price of property, a ll cond i tiona l sa l e ob li gations of the Company and all obligations of the Company und e r any title re t ention agr e ement (but exc l uding trade accounts payab l e arising in the ordinary course of bus i ness, suc h trade accounts payable being pari pass u i n right of payment to the D e bt Securities); (iv) all obligations of the Company for the reimbursement of any l etter of credit, any banker's acceptance, all obligations associated with deriva t ive products suc h as interest rate and fore i gn exchange co n tracts and commodity contracts, any security p urchase facility, any r epurc h ase agreement or similar arrangement, any interest rate swap, any other hedging arrangement, any ob l igation under options or any simi l ar credit or other transaction; (v) a ll ob li gations of the type referred to i n c l auses (i) through (iv) above of other P e rsons for the payment of which the Company i s responsible or l iab l e as obligor, guarantor or otherwis e; and (vi) a ll

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o b ligations of the type referred to in clauses (i) through (v) above of other Persons sec u red by any lien on a n y property or asset of the Company (whether or not such obligat i on i s assumed by the Company), w h ether incurred on or prior to the date of this In denture or the r eafter incurred, un l ess, it is provided in the instrument creating or ev i dencing the same or pursuant to w h ic h the same i s outstandi n g, that such ob l igations are not superior or are p ari p assu in right of payment to t h e Debt Securities; provided, however, that Se ni o r Indebtedness sha ll no t include (1) any inde b te dn ess, li abilities or ob li gat i o n s of the Company, or any Subsidiary of the Com p any, under deb t securities (or guarantees i n respect of debt securities) initia ll y issued after the date of this Indenture to any trus t, or a trustee of a trust, partne r ship or othe r ent i ty affi l iated with the Com p any t h at is, direct l y or ind i rectly, a fi n ance su b sidiary (as such term is defi n ed i n Rule 3a-5 under the Investment Company Act of 1 9 4 0) o r o t her financing vehicle of the Company or any Subsidiary of the Com p any in connection with the issuance b y that entity of p r eferred securities or ot h e r securities i n transact i ons s u bstantia ll y similar i n structure to t h e transactions conte m p l ated hereunder an d in the Declaration; (2) Deb t Securities issued purs u an t to this In d en tur e and guarantees in respect of such D e b t Securities; (3) obligations w i th respect to whic h (a) in th e i n strument creating o r ev i dencing the same or pursuant to which the same is o u tstan d ing, it is provided that such ob l igations are pari p assu, j unior or otherwise not supe ri or in right of p ayment to the D ebt Securities.
"Special E v ent" mean s an y of a Tax E v ent, an In v estment Company Event or a
Capital Treatment Event.
"Special Redemption Date" has the meaning set forth in Section 10.02.
"Special Redemption Price" means, with respect to the redemption of any Debt Security following a Special Event, an amount in cash equal to 103.525% of the principal amount of Debt Securities to be redeemed prior to March 15, 200 7 and thereafter equal to the percentage of the principal amount of the Debt Securities that is specified below for the Special Redemption Date plus, in each case, unpaid interest accrued thereon to the Special Redemption Date:

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

"Subsidiary" means, with respect to an y Person, (i) any corporation, at least a majority of the outstanding voting stock of w hich is owned, directly or indirectly, by such Person or by one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries, (ii) any general partnership, joint venture or similar entity, at least a majority of the outstanding partnership or similar interest s of which shall at the time be owned by such Person, or by one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries, and (iii) any limited partnership of which such Person or any of its Subsidiaries is a general partner. For the purposes of this definition, "v oting stock" mean s shares, interests, participations or other equivalents in the equity interest (howe v er de s igna t ed) in su c h Person having ordinary v oting power for the election of a majority of the directors (or the equivalent) of such Person, other than shares, interests, participat i ons or other equivalents having such po w er only by reason of the occurrence of a contingency.

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"Tax Event" means the receipt by the Compan y and the Trust of an Opinion of Counsel experienced in such matters to the effec t that, as a result of any amendment to or change (including any announced prospecti v e change) in the laws or any regulations thereunder of the United States or any political subdi vi sion or taxing authority thereof or therein, or as a result of any official administrative pronouncement (including any private letter ruling, technical advice memorandum, regulatory procedure, notice or announcement (an "Administrative Action")) or judicial decision interpreting or applying such laws or regulations, regardless of whether such Administrative Action or judicial decision is issued to or in connection with a proceeding involving the Compan y or the Trust and whether or not subject to re v iew or appeal, which amendment, clarification, change, Administrative Action or dec i sion is enacted, promulgated or announced, in each case on or after the date of original issuance of the Debt Securities, there is more than an insubstantial risk that: (i) the Trust i s, or will be within 90 days of the date of such opinion, subject to United States federal income tax with respect to income received or accrued o n th e D e b t Secu riti es; (ii) interest pa y abl e b y t h e C om p any o n th e D e b t Sec ur i ti es i s n ot, o r w ithin 90 da ys o f th e d ate of s u c h op i nio n, wil l n o t be, ded u c tib le b y the Co m pa n y, i n w h o l e or i n p a rt, fo r U nit e d S t at e s federa l income ta x p urpo ses; o r (i i i) t h e T ru st is, o r will be w it hin 90 da ys o f th e da t e of suc h o p inio n, su b ject to or o the rwise requ ir ed t o p ay, or required t o withhol d fro m di st rib u ti o n s t o h olde r s of T rust Sec urit ies, m o r e t han a de m inimis amo unt of ot h e r taxes (in cl udin g wi thh o ld ing t axes), d u t ie s, a ssessme nt s or o th er governme n t al charges.
"T rust" m eans Centra l Ban co rp Statutory T ru st I, th e D e l aware s t atu t or y trus t, or an y o th e r s imilar t ru st crea t ed for th e purpose of iss uin g C api tal Sec uri ties i n connec t ion with the i ssu an ce of De bt Securities un d er t hi s Ind e ntur e, of whic h t h e Com p any i s the s p onsor.
"Tru st In d e n ture Ac t" means the T rust Ind en tu re Ac t of 1939, as ame nd e d fro m tim e-t o-t i me, o r a n y s u cc e sso r l egislatio n.
"T ru st Securities" means Co mm o n Sec uri t i e s and C ap i t a l Securit i es of Ce n tra l
B a nc o rp S ta tu tory T ru st I.
"Tru stee" m eans the P e r so n id e nt i fi e d as "Tru stee" in th e fi rst paragra ph h e r eo f, a nd, su b ject to th e p rov i sio n s of Art i cle V I hereof, shall a l so i n cl ud e i ts s u ccesso r s a n d ass i gns as Tru s t ee her eunde r.
"Unite d States" m ea n s the Uni t e d S ta tes o f Ame r ica and th e Di s tric t of Co lumbi a. "U.S. P e r so n" h as th e m e anin g g i ve n to Unite d Sta t es P erson as se t fo rth i n
Sec ti o n 77 0 1(a)(30) of t h e In t ernal R eve n ue Code o f 1986, as a m e n d ed.
"Va r iable R a t e" means a per annum r ate of in te r es t, e qu a l to LIBOR p l u s 1.40%, as de te rmin ed o n th e L IBOR D e t ermination Da te pr eced i ng eac h In te r est P ayme n t D a t e, rese t q uart e rl y, co mm e n ci n g upo n e x pi r atio n o f the Fixe d Rat e P e r iod.
ARTICLE II
DEBT SECURITIES
S E C TIO N 2.0 1. Authe n t i c a tion an d D at in g.
U po n th e exec u t i on and d e l i v e r y o f t hi s In de n ture, or fr om t im e to time th e r eaft e r, Deb t Se curi ties i n an aggregate p ri nc i pal am o un t n ot in excess of $26,805,0 0 0 m ay b e e x ec ut e d and d e li vere d by th e Compan y to the T ru s t ee fo r auth e nt ica ti o n, and the Trustee s h a ll t h e r e up o n a uth e nti cate a n d m ak e availa b le fo r d eli v e ry s ai d D ebt Sec u ri t i e s t o or u p o n the wri tten or d e r of t he C o mpan y, s i gned b y i t s C h a ir man of t he B o a r d o f D i r ectors, V i ce C h a irm an, Pr es ident o r C hi e f F i n a n cia l O ffice r o r one of i ts V i ce Pr esi d e n ts, w ith o u t any furth er ac t ion by th e Com p a n y he r e und e r. In a uth enticat in g such D e b t S e cu ri t i es, an d acce ptin g th e ad diti o nal r espo n s i b ili t ies und e r thi s Ind e n ture in re l a t ion to s u c h D e bt Sec uri ties, th e Trus tee s h a ll b e en t itled t o r ece i ve,

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a nd (s ubj e ct to Se c t i o n 6.0 1) shall be fu lly pro t ecte d i n r e l y ing up o n a co p y of an y B o ar d R eso lu t i o n o r B oar d R esol ut ions rel a t in g th e r e t o and, i f a ppli cab l e, an ap propri at e reco rd of an y ac t io n ta k e n pur s u an t to s u c h r esol uti on, in e a c h case ce rt ified by th e Secre t ary or an Ass i sta nt Secretary or other officers with appropria t e de l egat e d authority of the Company as the case may be.
The Trustee shall have the right to decline to authenticate and deliver any Debt Securities under this Section if the Trustee, being advised by counsel, determ i nes 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 expos e the Trustee to per s onal liabi l ity to existing Securityholders. The Trustee s hall also be entitled to receive an opinion of counsel to the effect that (1) all cond i tions precedent to the execution, delivery and authentication of the Securities have been complied with; (2) the Securities are not required to be registered under the Securities Act; and (3) the Indenture is not required to be qua l ified under the Trust Indenture Act.
The definitive Debt S e curities shall be typed, printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, al l as determined by the officers executing such Debt Securities, as e vi denced by their execution of such Debt Securities.
SECTION 2.02. Form of Trustee's Certificate of Authentication.
The Trustee's certificate of authentication on a ll Debt Securities sha ll be m substantially the fo ll owing form:
This is one of the Debt Securities referred to in the within-mentioned Indenture.
JPMorgan Chase Bank, National Association, not in its individual capacity but sole l y as Trustee

By |  |
| Authorized Signatory |

SECTION 2.03. Form and Denomination of Debt Securities.
The Debt Securities sha ll be substantially in the form of Exhibit A hereto. The Debt Securities sha ll be in registered, certificated form without coupons and in minimum denominations of $100,000 and any multiple of $1,000 in excess thereof. The Debt Securities shall be numbered, l ettered, or oth e rwise distinguished in such manner or in accordance with such plans as the officers executing the same may determine with the approval of the Trustee as evidenced by the execution and authentication thereof.
SECTION 2.04. E x ecution of Debt Securities.
The Debt Securities shall be signed in the name and on behalf of the Company by the manual or facsimi l e signature of any of its Chairman of the Board of Directors, Vice Chairman, President or Chief Financia l Officer or one of its Executive V i ce Presidents, Senior Vice Presidents or Vice Pres i dents, under its corporate seal (if legally required), which may b e affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise, and which need not be attested. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trust e e or the Authenticating Agent by th e manual s ignature of an authorized officer, shall be entitl e d to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificat e by the Trust e e or the Authenticating Agent upon any Debt Security ex e cuted by th e Company shall be conclusive evidence

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that the Debt Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to th e benefits of this Indenture.
In case any officer of the Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and deliv e red by the Tru s tee or the Authenticating Agent, or dispo s ed of by the Company, such Debt Securities nevertheless may be authenticated and delivered or dispo s ed of as though the Person who s igned such Debt Securities had not ceased to be such officer of the Company; and any Debt Security may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer.
Every Debt Security shall be dated the date of its authentication.
SECTION 2.05. Exchange and Registration of Transfer of Debt Securities.
The Company shall cause to be kept, at the office or agency maintained for the purpose of registration of transfer and for exchange as provided in Section 3.02, a register (the "Debt Security Register") for the Debt Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration and transf e rof all Debt Securi t ies as provided in this Article II. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time.
Debt Securities to be exchanged may be surrendered at the Principal Office of the Trustee or at any office or agency to be maintained by the Company for such purpose as provided in Section 3.02, and the Company shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in exchange therefor the Debt Security or Debt Securities which the Securityholder making the exchange shall be entitled to receive. Upon due presentment for registration of transfer of any Debt Security at the Principal Office of the Trustee or at any office or agency of the Company maintained for such purpose as provided in Section 3.02, the Company shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Ag e nt shall authenticate and make available for delivery in the name of the transferee or transferees a new Debt Security for a like aggregate principal amount. Registration or registration of transfer of any Debt Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Debt Security, shall be deemed to complete the registration or registration of transfer of such Debt Security.
All Debt Securities presented for registration of transfer or for exchange or payment shall (if so required by the Company or the Trustee or the Authenticating Agent) be duly endorsed by, or be accompanied by, a written in s trument or in s truments of transfer in form s atisfactory to th e Company and eith e r the Trustee or the Authenticating Agent duly executed by, the hold e r or such holder's attorney duly authorized in writing.
Neither the Trustee nor the Debt Security Registrar shall be responsible for ascertaining whether any transfer hereunder complies with the registration provisions of or any exemptions from the Securities Act (under and as defined in the Declaration), applicable state securities laws or the applicable laws of any other jurisdiction, ERISA, the United States Internal Revenue Code of 1986, as amended, or the Investment Company Act (under and as defined in the Declaration).
No service charge shall be made for any exchange or registration of transfer of Debt Securities, but the Company or the Trustee may require payment of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in connection therewith.

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The Company or the Trustee shall not be required to exchange or register a transfer of any Debt Security for a period of 15 days immediately preceding the date of selection of Debt Securities for redemption.
Notwithstanding the foregoing, Debt Securities may not be transferred except in compliance with the restricted securities legend set forth below, unless otherwise determined by the Company in accordance with applicable law, which legend shall be placed on each Debt Security:
THIS SECURITY HAS NOT BEEN REGISTERED UNDER.THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO A ''NON U.S. PERSON" IN AN "OFFSHORE TRANSACTION" PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMP ANY. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS AND WARRANTS THAT IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("BRISA"), 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

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INVESTMENT IN THE ENTITY AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY SECTION 406 OF BRISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE DEEMED TO HA VE 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 BRISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.
IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE COMP ANY AND TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.
THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HA YING A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HA YING A PRINCIPAL AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL E FFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HA VE NO INTEREST WHATSOEVER IN THIS SECURITY.
THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE CORPORATION. THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED CREDITORS OF THE COMPANY, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMP ANY OR ANY OF ITS SUBSIDIARIES AND IS NOT SECURED.
SECTION 2.06. Mutilated, Destroyed. Lost or Stolen Debt Securities.
In case any Debt Security shall become mutilated or be destroyed, lost or stolen, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, a new Debt Security bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated Debt Security, or in lieu of and in substitution for the Debt Security so destroyed, lost or stolen. In every case the applicant for a substituted Debt Security shall furnish to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company and the Trustee

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evidence to their satisfaction of the destruction, loss or theft of such Debt Security and of the ownership thereof.
The Trustee may authenticate any such substituted Debt Security and deliver the same upon the written request or authorization of any officer of the Company. Upon the issuance of any substituted Debt Security, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. In case any Debt Security which has matured or is about to mature or has been called for redemption in full shall become mutilated or be destroy e d, lost or stolen, the Company may, instead of issuing a substitute Debt Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated D e bt Security) if the applicant for such payment shall furnish to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless and, in case of destruction, loss or theft, evidence satisfactory to the Company and to the Trustee of th e destruction, loss or theft of such Security and of the ownership thereof.
Every substituted Debt Security issued pursuant to the provisions of this Section 2.06 by virtue of the fact that any such Debt Security is destroyed, lost or stolen shall con s titute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Debt Security shall be found at any time, and s hall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Debt Securities duly issued hereunder. All Debt Securities shall be held and owned upon the e x pres s condition that, to the extent permitted by applicable law, the foregoing provi s ions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Debt Securities and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.
SECTION 2.07. Temporary Debt Securities.
Pending the preparation of definitive Debt Securities, the Company may execute and the Trustee shall authenticate and make available for delivery temporary Debt Securities that are typed, printed or lithographed. Temporary Debt Securities shall be issuable in any authorized denomination, and substantially in the form of the definitive Deb t Securities but with such omissions, insertions and variations as may be appropriate for temporary Debt Securities, all as may be determined by the Company. Every such temporary Debt Security shall be executed by the Company and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Debt Securities. Without unreasonable delay, the Company will execute and deliver to the Trustee or the Authenticating Agent definitive Debt Securities and thereupon any or all temporary Debt Securities may be surrendered in exchange therefor, at the Principal Office of the Trustee or at any office or agency maintained by the Company for such purpose as provided in Section 3.02, and the Trustee or the Authent i cating Agent shall authenticate and make available for delivery in exchange for such temporary Debt Securities a like aggregate principal amount of such definitive Debt Securities. Such exchange shall be made by the Company at its own expense and without any charge therefor except that in case of any such exchange involving a registration of transfer the Company may require payment of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto. Until so exchanged, the temporary Debt Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Debt Securities authenticated and delivered hereunder.
SECTION 2.08. Payment of Interest.

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During the Fixed Rate Period, each Debt Security will bear interest at the Fixed Rate. Thereafter each Debt Security will bear interest at the then applicable Variable Rate from and including each Interest Payment Date or, in the case of the first Interest Payment Period, the original date of issuance of such Debt Security to, but excluding, the next succeeding Interest Payment Date or, in the case of the last Interest Payment Period, the Redemption Date, Special Redemption Date or Maturity Date, as applicable, on the principa l thereof, on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on Deferred Interest and on any overdue installment of interest (including Defaulted Interest), payable (subject to the provisions of Article XII) on each Interest Payment Date commencing on March 15, 2006. Interest and any Deferred Interest on any Debt Security that is payable, and is punctually paid or du l y provided for by the Company, on any Interest Payment Date shall be paid to the Person in whose name said Debt Security (or one or more Predecessor Securities) is registered at the close of business on the regular record date for such interest installment, except that interest and any Deferred Interest payable on the Maturity Date shall be paid to the Person to whom principal is paid. In case (i) the Maturity Date of any Debt Security or (ii) the event that any Debt Security or portion thereof is called for redemption and the redemption date is subsequent to a regular record date with respect to any Interest Payment Date and either on or prior to such Interest Payment Date, interest on such Debt Security will be paid upon presentation and surrender of such Debt Security.
Any interest on any Debt Security, other than Deferred Interest, that is payab l e, but is not punctually paid or duly provided for by the Company, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the registered ho l der on the re l evant regular record date by virtue of having been such holder, and such Defaulted Interest shall be paid by the Company to the Persons in whose names such Debt Securities (or their respective Predecessor Securities) are registered at the close of business on a specia l record date for the payment of such Defaulted Interest, which shall be fixed in the following manner: the Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Debt Security and the date of the proposed payment, and at the same time the Company shal l deposit with the Trustee an amount of money equa l to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements reasonably satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defau l ted Interest as in this clause provided. Thereupon the Trustee shall fix a special record date for the payment of such Defaulted Interest which shall not be more than fifteen nor less than ten days prior to the date of the proposed payment and not less than ten days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such special record date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be mailed, first class postage prepaid, to each Securityholder at his or her address as it appears in the Debt Security Register, not l ess than ten days prior to such special record date. Not i ce of the proposed payment of such Defaulted Interest and the special record date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Debt Securities (or their respective Predecessor Securities) are registered on such special record date and thereafter the Company shall have no further payment obligation in respect of the Defaulted Interest.
Any interest scheduled to become payable on an Interest Payment Date occurring during an Extension Period shall not be Defaulted Interest and shall be payable on such other date as may be specified in the terms of such Debt Securities.
The term "regular record date" as used in this Indenture shal l mean the fifteenth day prior to the applicable Interest Payment Date whether or not such date is a Business Day.

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Subject to the foregoing provisions of this Section, each Debt Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Debt Security shall carry the rights to interest accrued and unpaid, and to accrue, that were carried by such other Debt Security.
SECTION 2.09. Cancellation of Debt Securities Paid. etc.
All Debt Securities surrendered for the purpose of payment, redemption, exchange or registration of transfer, shall, if surrendered to the Company or any Paying Agent, be surrendered to the Trustee and promptly canceled by it, or, if surrendered to the Trustee, shall be pr o mptly canceled by it, and no Debt Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee shall dispose of all cance l ed D ebt Secu ri ties in accordance with its customary practices, unless the Company otherwise directs the Trustee i n writing, in which case the Trustee shall d i spose of such Debt Securities as d irected by the Company. If the Com p any s h all acquire any of the D ebt Securities, however, such acquis i tion shall not operate as a redemption or satisfaction of the in d ebtedness represente d by s u c h De bt Securities unless and u nti l the same are surrendered to the Trustee for cance ll ation.
SECTION 2.10. Comp u tation of Interest.
(a) From December 27, 2005 until March 15, 20 1 1 (the ''Fixed Rate Period"), the inte r est sha ll b e computed on the basis of a 360-day year of twe l ve 30-day months and the amount p ayable for any partial p eriod shall be computed on the basis of the numbe r of days e l a p sed in a 360-da y year of twelve 30-day mont h s. Upon expiration of the Fixed Rate Period, the amo unt of interes t p ayab l e for any Inte r est Payment P eriod will be comp u t ed on the basis of a 3 60-day yea r an d the actual number of days elapsed in the re l evant interest p eriod; p rovided, h oweve r, that u po n the occurrence of a Specia l Event R edemption pursuant to Section 10.02 the amounts p ayable pursuant to this In d enture shall b e calc ul ated as set forth in the d efinition of Specia l Redemption Price.
(b) Upon ex p iration of the Fixed Rate Period, LIBOR, for any Interest P ayment Period, s h a ll be d etermined by the Calculation Agent i n acco r dance with the fo ll ow i ng pr o visions:
(1) On t he secon d L IB OR B usiness D ay (p r ovided, that on such day commercia l banks are open fo r business (inc l uding dea l ings in fo r eign currency deposits) in Lon d on (a "L IBOR Banking D ay"), and otherwise the next prece d ing L IB OR B us in ess D ay that is also a LIBOR Banking Day) prior to March 1 5, J une 1 5, September 1 5 and December 15 (or, with respect to the first Interest P ayment Period up on expiration of the Fixe d Rate Period, on March 1 5, 2011) (each such day, a "L IBOR Determination Date" for t he fo ll owing Interest Payment Period), t h e Calculation A gent sha ll obtain the r ate for three-month U.S. D ollar d eposits in Europe, whic h ap p ears o n Te l erate Page 3750 (as defined i n the In ternationa l Swa p s and D eriv a t i ves Associatio n, Inc. 2000 Interes t R ate an d Currency Ex ch ange D efinitions) or such other page as m a y replace such Tele r ate Page 3750 on the Moneyline Te l e r ate, Inc. service (o r such othe r service or services as may be n ominated by the Bri tish B anker's Association as the information vendor for the purpose of d isplaying London Interbank offe r ed rates for U.S. dollar deposits), as of 1 1:00 a.m. (London time) on such L IB OR D etermination Date, and the r ate so o b tained shall be L IB OR for s u ch Inte r est Payment Period. "LIB OR Business Day" means any day that is not a Saturday, Sunday or other day on which commerc i al banking insti tuti ons in The C i ty of New York or Wilmington, D elaware are authorized or obligated by law o r executive or d er to be closed. If suc h rate i s s u pe r seded on Te l era t e Page 3750 by a corrected

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rate b efore 12:00 noon (Lo n don time) on the same LIBOR Determination Date, the corrected ra t e as so su b st i tuted wi ll be LIBOR fo r that In terest Payment Period.
(2) If, on any LIBOR Det e rmination Date, such r a t e do es not appear on Teler a t e Page 3 7 50 or su c h oth e r page as ma y replace s uc h T e l e rat e Pa ge 3750 on th e Mon e yline Telerate, Inc. s e rvice (or such oth e r servic e or s ervice s as may b e nominat e d by the Briti s h Banker's As s ociation as the information vendor for the purpo s e o f displaying London Interbank offered rates for U.S. do ll ar d e po s its), the Calcu l ation Agent sh a ll det e rmine the arithm e tic mean of the off e red quotations of the R e fer e nc e Banks (as defined below) to leading bank s in the London Int e rbank mark e t for three-month U.S. Dollar depo s its in Europe (in an amount determined by the Cal c ulation Agent) by reference to reque s ts for quot a tion s a s of approximat e ly 11 :00 a.m. (London time) on th e LIBOR Determination Dat e made by th e Calcu l ation A g ent to th e Reference Banks. If, on an y LIBOR Determination Date, at l east two of the Re fe rence Bank s pro v ide s uch quotations, LIBOR s ha ll equa l the arithmetic mean of s uch quot a tions. If, on any LIBOR Determination Dat e, on l y one or none of the Reference Banks provid e such a quotation, LIBOR sha ll be deemed to be the arithmetic mean of the offered quotations that at l east two l e ading banks in the City of New York (as se l ected by the C alcu l ation Agent) are quoting on the r e levant LIBOR Determination Date for thre e-month U.S. Dollar depo s its in Europe at appro x imat e ly 11 :00 a.m. (London time) (in an amount det e rmined by the Calculation Agent). As used her e in, "Reference Banks" means four major banks in the London Interbank mark e t selected by the Calculation Agent.
(3) If the Calculation Agent is required but is unable to determine a rate in accordance with at l east one o f the procedures provided a b ove, LIBOR for the applica b le Inte r est Payment Pe ri od s hall b e LIBOR in effect for the immediately preceding Interest Payment Period.
(c) All percentages resulting from any c a lculations on the Debt Securi t ie s w ill be rounded, if ne c e s sary, to th e n e arest on e hundr e d-thousandth of a percenta g e point, w ith fi ve one-millionths of a p e rcentage point rounded upward (e.g., 9.876545% (or .09876545) being rounded t o 9.87655% (or .0987655)), and all do ll ar amounts used in or re s u l ting from s uch ca l culation w ill be rounded to the neare s t cent (with one-ha l f cent being rounded upward).
(d) On e ach LIBOR Determination Date, the Calculation Agent s ha ll notify, in writin g, the Company and the Paying Agent of the applicabl e Variable Rat e in effe c t for the relat e d Intere s t Paym e nt Period. Th e C a lcu l a tion Agent s hall, upon the r eque s t of the holder of any Debt S ec uriti es, provide th e Variable Rate then in effect. All c a l culation s m a de by the C a lcul a tion Agent in the a b se n c e of manife s t error shall b e con c lusi v e for a ll purposes and bindin g o n th e C ompany and the Holders of th e Debt S e curitie s. The Payin g Agent s hall be e ntitl e d to r ely on informat i on re c eived from the Calculation Agent or the Company as to th e Variabl e Rate. The C ompany s ha ll, from time to tim e, pro v id e any neces s ary information to th e Payin g A ge nt r e latin g to any original i s sue di s count and int e r es t on th e Debt S ec uriti es that i s includ e d in any payment and reportable for taxable in c om e calculation purpo s e s.
SECTION 2.11. Extension of Interest Payment Period.
As long as it is acting in good faith, and so long as no Event of Default pursuant to paragraphs (c), (e) or (f) of Section 5.01 of the Indenture has occurred and is continuing the Company shall have the right, from time to time and without causing an E v ent o f D e fault, to defer payments of interest on the Debt Securities by extending the interest distribution period on the Debt Securities at any time and from time to time during th e term of the D e bt Securitie s, for up to twenty consecutive quarterly periods (each s uch extended interest distributi o n period, an "Extension Period"), during which

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Extension Period no interest shall be due and payable (except any Additional Interest that may be du e and payable). No Extension Period may end on a da t e other than an Interest Payment Date or extend be y ond the Maturity Date, any Redemption Date (to the extent redeemed) or any Special Redemption Date, as the case may be. During an y Extension Period, interest will continu e to accrue on the Debt Securities, and intere s t on such accrued interest (such accrued interest and interest thereon referred to herein as "Deferred Interest") will accrue at an annual rate equal to the Interest Rate applicable during such Extension Period, compounded quarterly from the date such Deferred Interes t would ha v e been payable were it not for the Extension Period, to the extent permitted by law. No intere s t or Deferred Interest shall be due and payable during an Extension Period, except at the end thereof. At the end of any such Extension Period the Company shall pay all Deferred Interest then accrued and unpaid on the Debt Securities; provided, however, that no Extension Period may extend beyond the Maturity Date; and provided further, however, that during any such Extension Period, the Company shall be subject to the restrictions set forth in Section 3.08 of this Indenture. Prior to the termination of any Extension Period, the Company may further extend such period, provided, that such period together with all such previou s and further consecutive extensions thereof shall not exceed twenty consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all Deferred Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. The Company must give the Trustee notice of its election to begin such Extension Period ("Notice") no later than the regular record date applicable to the next succeeding Interest Payment date. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders promptly after receipt of notice from the Company of its election to begin or extend an Extension Period.
SECTION 2.12. CUSIP Numbers.
The Company in issuing the Debt Securities may use a "CUSIP" number (if then generally in use), and, if so, the Trustee shall use a "CUSIP" number in notices of redemp t ion as a convenience to Securityholders; provided, that any such notice may state that no representation is made as to the correctness of such number either as printed on the Debt Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Debt Securities, and any such redemption shall not be affected by any defect in or omission of such numb e rs. The Company will promptly notify the Trustee in writing of any change in the CUSIP number.
SECTION 2.13. Income Tax Certification.
As a condition to the payment of any principal of or interest on the Debt Securities without the imposition of withholding tax, the Trustee shall require the previous delivery of properly completed and signed applicable U.S. federal income tax certifications (generally, an Internal Revenue Service Form W-9 (or applicable successor form) in the case of a person that is a "United States person" within the meaning of Section 7701 (a){30) of the Code (under and as defined in the Declaration) or an Internal Revenue Service Form W-8 (or applicable successor form) in the case of a person that is not a "United States person" within the meaning of Section 7701 (a)(30) of the Code, and any other certification acceptable to it to enable the Trustee or any Paying Agent to determine their respective duties and liabilities with respect to any taxes or other charges that they may be required to pay, deduct or withhold in respect of such Debt Securities.
ARTICLE III
PARTICULAR COVENANTS OF THE COMP ANY

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SECTION 3.01. Payment of Principal, Premium and Interest; Agreed Treatment of the
Debt Securities.
(a) The Company covenants and agrees that it will duly and punctually pay or cause to be paid all payments due on the Debt Securities at the place, at the respective times and in the manner provided in this Indenture and the Debt Securities. At the option of the Company, each installment of interest on the Debt Securities may be paid (i) by mailing checks for such interest payable to the order of the holders of Debt Securities entitled thereto as they appear on the Debt Security Register or (ii) by wire transfer to any account with a banking institution located in the United States designated by such holders to the Paying Agent no later than the related record date. Notwithstanding anything to the contrary contained in this Indenture or any Debt Security, if the Trust or the Trustee of the Trust is the holder of any Debt Security, then all payments in respect of such Debt Security shall be made by the Company in immediately available funds when due.
(b) The Company will treat the Debt Securities as indebtedness, and the interest payable in respect of such Debt Securities as interest, for all U.S. federal income tax purposes. As a condition to the payment of any principal of or interest on any Debt Security without the imposition of withholding tax, the Company shall require the previous delivery of properly completed and signed applicable U.S. federal income tax certifications (generally, an Internal Revenue Service Form W-9 (or applicable successor form) in the case of a Person that is a U.S. Person or an Internal Revenue Service Form W-8 (or applicable successor form) in the case of a Person that is not a U.S. Person and any other certification acceptable to it to enable the Company and the Trustee to determine their respective duties and liabilities with respect to any taxes or other charges that they may be required to pay or withhold in respect of such Debt Security or the holder of such Debt Security under any present or future law or regulation of the United States or any political subdivision thereof or taxing authority therein or to comply with any reporting or other requirements under any such law or regulation.
(c) As of the date of this Indenture, the Company represents that it has no intention to exercise its right under Section 2.11 to defer payments of interest on the Debt Securities by commencing an Extension Period.
SECTION 3.02. Offices for Notices and Payments, etc.
So long as any of the Debt Securities remain outstanding, the Company will maintain in New York, New York or Plano, Texas an office or agency where the Debt Securities may be presented for payment, an office or agency where the Debt Securities may be presented for registration of transfer and for exchange as provided in this Indenture and an office or agency where notices and demands to or upon the Company in respect of the Debt Securities or of this Indenture may be served. The Company hereby appoints the Trustee at JPMorgan Chase Bank, National Association, WSS Window, 4 New York Plaza, Ground Floor, New York, New York 10004, attention: Worldwide Securities Services (Houston) - Central Bancorp Statutory Trust I as such office or agency. In case the Company shall fail to maintain any such office or agency in New York, New York or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Principal Office of the Trustee.
In addition to any such office or agency, the Company may from time to time designate one or more other offices or agencies where the Debt Securities may be presented for registration of transfer and for exchange in the manner provided in this Indenture, and the Company may from time to time rescind such designation, as the Company may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to

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maintain any such office or agency in New York, New York for the purposes above mentioned. The Company will give to the Trustee prompt written notice of any such designation or rescission thereof.
SECTION 3.03. Appointments to Fill Vacancies in Trustee's Office.
The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 6.09, a Trustee, so that there shall at all times be a Trustee hereunder.
SECTION 3.04. Provision as to Paying Agent.
(a) If the Company shall appoint a Paying Agent other than the Trustee, it will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.04:
(1) that it will hold all sums held by it as such agent for the payment of all payments due on the Debt Securities (whether such sums have been paid to it by the Company or by any other obligor on the Debt Securities) in trust for the benefit of the holders of the Debt Securities;
(2) that it will give the Trustee prompt written notice of any failure by th e Company (or by any other obligor on the Debt Securities) to make any payment on the Debt Securities when the same shall be due and payable; and
(3) that it will, at any time durin g th e continuan c e of any Eve nt of Default, upon th e writt e n requ e st o f th e T ru s t e e, forth wi th p a y to the Tru stee all s um s so h e ld in tru s t b y s uch P aying A g e n t.
(b) If th e C o mpan y s haJl a ct as it s own P a ying Ag e n t, i t wi ll, o n or b efo r e ea ch due date of the p a yment s due on th e D e bt S e curi ties, se t as id e, segreg at e and h o ld i n tru s t for th e bene fi t of th e hold e r s of t h e D e b t Se c uritie s a s um s uffi cient t o p ay s u c h p a ym e n ts s o be co min g du e and w ill n o ti fy th e Tru stee in wri t in g of an y fail ure to tak e s u c h ac ti on and o f an y failure by the Compan y (o r b y any other obli go r und e r th e D e bt S ec uriti es) t o m ake an y p ayment on the Debt Securitie s w h e n the s ame s hall bec o m e du e and pa y abl e.
When e ver the Compan y s h a ll h a v e on e o r mo re P a yin g A ge nt s for the D e b t Se c urit i e s, it w ill, on or prior to each du e dat e o f th e paym e nt s o n the D e bt S ec uri t ie s, depo s i t with a Payin g A g ent a s um s uffi c ient to pa y a ll pa yme nt s s o b ec omin g due, s u c h s um t o b e he ld in tru s t for the benefit o f th e Person s e ntitled th e r e t o an d (unl ess s u c h Payin g A ge nt i s the Tru s tee) the C ompany shall promptly notify the Tru s te e in wri t in g of it s ac t ion or failur e to a c t.
(c) Anything in this Secti o n 3.04 to the c o n trary no twi thstanding, th e Company may, at any tim e, for the purpo se o f obtainin g a s a tisfa ct i on and di sc har ge wi th r es pe ct to the D e bt Securitie s, o r for an y other reaso n, pay, or dire c t an y P ayi n g A ge nt t o pa y to th e Trustee all sums held in tru s t by the Compan y or an y such Paying Agent, su c h s ums to b e held by the Trustee upon the same term s and condit i o ns herei n contained.
(d) Anything in this Secti on 3.04 to the contrary notwith stan din g, th e agreement to hold sums in trust as provided in this Section 3.04 is sub jec tto Sectio ns 12.0 3 and
12.04.
(e) The Compan y h e reb y initiall y a ppoin ts the T ru st ee to ac t as Pa ying A ge n t
(the "Paying Agent").

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SECTION 3.05. Certificat e to Truste e.
The Compan y w ill deli v er to the Tru s tee on or befo r e 120 da ys aft e r t he e nd of each fiscal y ear, so long as Deb t Securities are ou ts tandin g h e reund e r, a Ce rtifi c ate s tati ng that in the course o f the performan c e b y th e s ign ers o f th e ir duti es as offi c ers o f th e C om p an y th e y would normall y h av e kno w led ge o f an y d e fault b y th e Compan y in th e pe rfo rmanc e o f an y co venant s of the C o mpan y c on taine d her e in, s tatin g w h e th e r or n o t they have knowled ge o f an y s u c h default and, if s o, speci fyi ng ea ch s uch d efa ult o f w hi c h the s igne rs h a ve kn o wledg e and th e natur e th e reof.
S E CTION 3.06. Additi o nal Int e re s t.
If and for s o long as th e T ru s t i s th e hold e r o f all Debt S ec uriti es and i s s ubj ect to or o t h e rwi s e requir e d to pay, or i s requir e d to w ithh o ld from di s tribu t io ns to hol ders o f T ru s t Securitie s, any additi o n a l tax e s (in c ludin g wit hhold i n g t axes), duti es, assessme n ts or oth er g o v ernmen t al char g e s a s a re s ult o f a T ax Ev e nt, th e C o mpan y will pa y s u ch a dditi o n a l amo un ts (the "Addition a l Inter es t") on the D e b t S e curi ties as s hall b e requ ir ed s o th a t th e n e t amoun ts r e c e i v ed and r eta in e d b y th e Tru s t fo r di s tri b uti o n to hold e r s o f Tru s t S ec uritie s afte r payin g a ll taxes (including withholding taxes), dutie s, as s essments or other governmental charges will be equal to the amounts the Trust would have recei v ed and retained for distribution to holder s of Trust Securitie s after paying alJ taxes (including withholding taxes on distributions to holder s of Trust Securities), dutie s, assessments or other governmental charg es if no such additional taxes, duties, a s sessments or other governmental charg e s had been imposed. Whenever in thi s Indenture or the Debt Securities there is a r e ference in any context to the payment of principal of or premium, if any, or interest on the Debt Securities, such mention shall be de e med to include m e ntion of payments of the Additional Inter e st provided for in this paragraph to the extent that, in such conte x t, Additional Interest is, was or would be payable in respect thereof pursuant to the provisions of this paragraph and expres s mention of the payment of Additional Intere s t (if applicable) in any provisions hereof shall not be construed as excluding Additional Interest in tho s e provisions hereof where such express mention is not made; pro v ided, however, that, notwithstanding anything to the contrary contain e d in this Indenture or any Debt Security, the deferral of the payment of interest during an Extension Period pursuant to Section 2.11 shall not defer the payment of any Additional Interest that may be due and payable.
SECTION 3.07. Complianc e with Consolidation Provision s.
The Company will not, while any of the Debt Securities remain outstanding, consolidate with, or merge into any other Person, or merge into itself, or sell, convey, transfer or otherwise dispose of all or substantially all of its property or capital stock to any other Person unless the provisions of Article XI hereof are complied with.
SECTION 3.08. Limitation on Dividends.
If Debt Securities are initially issued to the Trust or a trustee of such Trust in connection with the issuance of Trust Securities by the Trust (regardless of whether Debt Securities continue to be held by such Trust) and (i) there shall have occurred and be continuing an Event of Default, (ii) the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election to defer payments of interest on the Debt Securities by extending the interest distribution period as provided herein and such period, or any extension thereof, shall have commenced and be continuing, then the Company may not (A) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock or (B) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem

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any debt securities of the Company that rank pari pas s u in all respects with or junior in interest to the Debt Securities or (C) make any payment under any guarantees of the Company that rank pari passu in all respects with or junior in interest to the Capital Securities Guarantee (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company (I) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, dir e ctors or consultants, (II) in connection with a dividend reinvestment or stockholder stock purchase plan or (III) in connection with the issuance of capital stock of the Company (or securiti e s convertible into or exerci s able for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of (i), (ii) or (iii) abo v e, (b) as a result of any e xchang e, reclassification, combination or conversion of any class or s e ries of the Company's capital s tock (or any capital stock of a subsidiary of the Company) for any class or series of th e Com p any's capital stock o r of any class o r series of the Com p any's indebtedness fo r any c l ass or series o f the Company's capital stock, (c) the purchase of fractional interests in s h ares of the Company's capita l stock p ursuant to the conve r s i on or exchange p r ovis i ons of s u ch c a pita l stock or the securi t y being converted o r exc h anged, (d) any dec l aration of a dividend in connec ti on wit h any stockho l de r's rig h ts pl an, o r t h e iss u ance of ri ghts, stock or othe r property und e r any stockho l de r's ri ghts p l an, or t h e redemption o r repurchase of righ t s pursuant there t o, or (e) any dividen d i n the form of stock, warrants, o p tions or other rights where the dividend stock or t he stoc k issua bl e up on exercise of such warrants, options or other rights is the same stock as th a t o n w hi c h the dividend i s b eing paid o r ranks pari passu with o r junior to suc h stock).
SECTI O N 3.09. Covenants as to the Trust.
For so l ong as such Trust Securities remain o u tstanding, the Company shall maintain 100% ownership of the Common Securit i es; provided, howeve r, that any permitted s u ccessor of the Company under this Indenture that is a U.S. Person may succeed to the Company's ownership of s u ch Common Securities. The Company, as owne r of the Common Securities, sha ll u se commercially reasonable efforts to cause the Trust (a) to remain a statutory trus t, exce p t i n connection with a distribution of Debt Securities to the ho l ders of Trust Securities in li quidation of the Trust, the redempt i on of a ll of the Trust Securities or certain me r gers, conso l idations o r ama l gamations, each as p ermitted by the Declaration, (b) to otherwise continue to be c l assified as a grantor trust for United States federal income tax purposes and (c) to cause each h o l der of Trus t Securities to be treated as owning an undivided beneficia l interest in the Deb t Securities.
ARTICLE IV
LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE
SECTION 4.01. Securitvho l ders' Lists.
The Company covenants and agrees that it will furnish o r cause to be furnished to the Trus t ee:
(a) on eac h r egular reco r d date for an Interes t Payment Date, a list, in suc h form as the Trustee may reasonably re qu i r e, of the names and addresses of the Securityholders of the De b t Securities as of s u ch r ecor d date; an d
(b) a t such other times as the Trus t ee may request in writing, within 30 days a fte r the rece ip t by the C o mpany of any s u ch req u est, a li s t of similar form and content as of a d ate no t mo r e th an 15 d a ys prio r to the time s u c h li st is furnis h ed, except that no s u ch l is t s need b e furni s h e d under this Section 4.01 so long as the Trustee is in p ossession thereof by r eason of i ts ac t ing as D eb t Security r egistr ar.
S ECT IO N 4.02. P reservation and D isc l osure of L i sts.

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(a) The T ru stee s h all pr eserve, in as current a form as is r easonab l y pr act i ca bl e, all informa t ion as t o the names and addresses of t h e holders of Debt S ecurities (1) con t ain ed in t he most r ece n t list furnished t o i t as provi d ed in S ection 4.01 or (2) received by i t in the capacity of Debt Securities registrar (if so acting) he r eunder. T h e Trustee may destroy any li s t furn i shed to it as p r ovided in Section 4.01 up o n rece i pt of a new l ist so furnis h e d.
(b) In case three or more h o l ders of De b t Securities (h ereinafte r referred to as "app l icants") app l y in writing to the Trustee and furnis h to the T rustee reasonab l e p r oof that eac h s u c h app li cant has owned a Debt Security for a perio d of at least s i x months prece d ing the d ate of suc h ap pli cation, and suc h ap pli c a tion states t h at th e app li cants desire to communicate w i th othe r ho l ders of De b t Sec uri ties with r es p ec t to their rights under this Inden tur e or unde r such Debt Securities and is accompanie d by a copy of the form of proxy or other commun i cation w hi ch s u ch applicants pro p ose t o transmi t, t he n the Tru stee s h a ll w i thin five Business D ays after t h e rece i pt of suc h applicat i on, at th e e l ection of t h e Company, e i ther:
(1) affor d s u c h applican t s access t o the informatio n p reserved at the ti m e by the Tru s t ee in accor d ance w i t h the p rovis i ons o f s u bsection (a) of this Sect i on 4.02, or
(2) inform s u ch applicants as to t he ap p roximate n u m b e r of h o l ders of D eb t Securities whose names an d addresses appear i n the information preserve d at the time b y th e Trustee in ac c or d ance w i th t h e p rovisions o f s ub sec t i o n (a) o f t h is Sec t ion 4.02, and as t o the a pp roximate cost of mailing to such Security hol de r s t he form o f proxy or other communication, if any, specified in s u c h a ppl icat i o n.
If the Com p any sh all elect n o t t o affor d such ap pli cants access to s u ch information, th e T ru stee sha ll, up o n the written req u es t of s u c h a p plicants, ma il to each Security h olde r of D e b t Securities whose name an d a d dress appear i n th e i nformation pres e rve d at th e time b y t he Trustee i n accordance w i t h the p r ovisions of s ub section (a) of t h i s S ection 4.02 a copy of the form of p roxy or other communicati o n w hi ch i s spec i fie d in such req u est w i th r easonab l e p rom p tn e ss after a t ender to the Trustee of the materia l to be mai l ed an d of p a yment, or provision for the p ayment, of th e r easonable ex p enses of m ai lin g, unless withi n five days afte r such ten d er, the Trustee sha ll mail to s u ch app l ican t s, an d file with th e Securities and Exc h ange Commission, if permitted o r re qu ired by ap pl icab l e l aw, together wi th a co p y of t h e material to be mai l ed, a written statement of the Company to the effect that suc h mai l ing wou l d be contrary to the b est interests of the ho ld e r s of a ll Deb t Securities, as the case may be, or wo ul d be i n vio l ation of app l icab l e l aw. S u ch written state m e n t s h a ll specify t h e b asis o f such opin i on. If sai d Commission, as permitted or req u ire d b y applicab l e law, after op p ortunity for a h earing u p o n t h e objections s p ec i fie d in the written statement so fi l ed, sha ll enter an orde r refusing to sustain any of such objections or i f, afte r t he entry of an order s u staining one or more of suc h o b jec t ions, sai d Commission sha ll find, after notice and opportunity for hearing, tha t a ll the objec t ions so sustaine d h ave been met an d shall enter an o rder so dec l aring, the Trustee sha ll mai l copies of s u c h material to a ll such Securityholde r s with reaso n able promptness afte r the entry of such orde r an d the renewa l of such tende r; otherwise the Trustee s h a ll be re l ieved of any obligation or duty to such applican t s res p ecting their app li ca t ion.
(c) Each and eve r y ho l der of Debt Securities, by receiving and holding the same, agrees wi t h the Company and t he Trustee tha t neither the Company nor the Trustee nor any Paying Agent sha ll b e he l d accountab l e by reason of the disc l osure of any s u ch information as to t h e names an d a d dresses of the h o ld ers of D ebt S ec uriti es in acco rd ance with the provisi o ns o f s u bsecti o n (b) of thi s S ec ti on 4.02, regar dl ess of the source from which s u ch information was d e ri ve d, and th at th e T ru stee s h a ll no t b e h e ld accountab l e b y r easo n of mai l ing any mate ri a l pursuan t t o a r eq u est made un d e r said subsec ti on (b).

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ARTICLEV
REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT
SECTION 5.0 1. Eve n ts of D efa ul t.
The fo ll owing events sha ll be "Events of Default" with re s pect to Debt Se c uritie s: (a) t h e Company defau l ts in the payment of any intere s t upon an y Debt Security whe n it b e comes d ue and paya bl e (unless the Company h as el e cted and may defer inter e s t p ayments p ursuant t o Section 2.1 1 ), and continuance of su c h default for a p e riod of 30 day s; for the avoidance of doubt, an extension of any i ntere s t d i s tribution perio d by the Compan y in accordance with Sec t ion 2.11 of this Indenture s h all not con s titute a d e fault un der thi s clause 5.0 l(a); or
(b) t h e Company defaults in t h e paymen t of all or any part o f th e principal of (or p remium, if any, on) any Debt Securities as and when t h e same s ha ll bec o m e du e and p a y ab l e eit h er at maturity, upon r edemption, by dec l ara t ion of acce l e r ation purs u ant to Se c tion 5.01 o f this In d enture or otherw i se; or
(c) the Company default s in the paymen t of an y int e rest upon any D e bt Security when it b ecome s due and payable fo ll owin g th e nonpayment of any su c h intere s t for 2 0 o r mor e consecutive quarterly periods; or
(d) t h e Company defaults in the performance of, or breaches, any of its coven an ts o r agreeme n ts in Sections 3.06, 3.07, 3.08 or 3.09 of t hi s In d e n ture (othe r th an a covenant o r agreement a d efau l t i n w h os e performance o r whose breach i s e l s ewhe r e in this Sec t io n specifi c a ll y dealt wi th), and conti n uance of suc h defau lt o r breach for a period of 90 days after th e r e has been given, by registere d o r certified mail, to the Company by the Tru s tee or t o t h e Com p any and t h e Trustee b y t h e ho l ders of not l ess than 25% in aggregate p rinc i pa l amount of th e ou tstanding De b t S ecurities, a writte n notice s p ecifying s u ch defa u l t or b reach and r e quirin g it t o b e remedied and stating t h at s u ch notice is a "Notice of Defa ult" h ereunder; o r
(e) a co urt having juris d iction in the premises sha U enter a decree or order for r e l ie f in res p ect of t h e C o m p any in an invo l untary case unde r any applicab l e b ankru p tcy, inso l ve n cy or other simi l ar l aw now o r hereafter in effect, or ap p oints a receiver, l iq u idator, assignee, c u sto d ian, trustee, se q ues tr ato r (or simi l ar official) of th e Company or for any s u bstan t ia l p art o f its p rope rt y, or or d ers the winding-u p or l i qu idat i on of its affairs and s u ch d ecree o r orde r sha ll r emai n un staye d and in effect for a period of 90 consecutive days; o r
(f) the Company s h a ll commence a vo l un t ary cas e unde r any ap pli ca b le b ankru pt cy, insolve n cy or othe r similar l aw now o r hereafter in effect, s h a ll consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Company or of any substantial part of its property, or shall make any general assignment for the benefit of creditors, or shall fail generall y to pay its debts as they become due; or
(g) the Trust shall have voluntarily or involuntarily liquidated, dissolved, wound-up its business or otherwise terminated its existence except in connection with (1) the distribution of the Debt Securities to holders of the Trust Securities in liquidation of their interests in the Trust, (2) the redemption of all of the outstanding Trust Securities or (3) certain mergers, consolidations or amalgamations, each as permitted by the Declaration.

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If an Event of Default specified unde r clause (c) of this Section 5.01 occurs and is continuing with respect to the Debt Securities, then, and in each and every such case, unless the principal of the Debt Securities shall have alread y become due and payable, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Debt Securities then outstanding hereunder, by notice in writing to the Compan y (and to the Trustee if given by Securityholders), may declare the entire principal of the Debt Securities and any premium and interest accrued, but unpaid, thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediatel y due and pa y able. If an Event of Default specified under clause (e) or (f) of this Section 5.01 occurs, then, in each and every such case, the entire principal amount of the Debt Securities and an y premium and interest accrued, but unpaid, thereon shall i pso fa c to become immediately due and pa y able without further action. Notwithstanding anything to the contrary in this Section 5.01, if at any time during the period in which this Indenture remains in force and effect, the Company ceases or elects to cease to be subject to the supervision and regulations of the Federal Reserve, OTS, OCC or similar regulatory authority o v erseeing bank, thrift, sa v ings and loan or financial holding companies or similar institutions requiring specifications for the treatment of capital similar in nature to the capital adequacy guidelines under the Federal Reserve rules and regulations, then the first sentence of this paragraph shall be deemed to include clauses (a), (b) and (d) under this Section 5.01 as an Event of Default resulting in an acceleration of payment of the Debt Securities to the same extent as provided herein for clause (c).
With respect to clause (d) of this Section 5.01, the Company agrees that in the event of a breach by the Company of its covenants or agreements mentioned therein, any remedy at law or in damages may prove inadequate and therefore the Company agrees that the Trustee shall be entitled to injunctive relief against the Company in the event of any breach or threatened breach by the Company, in addition to any other relief (including damages) available to the Trustee under this Indenture or under law.
The foregoing provisions, however, are subject to the condition that if, at any time after the principal of the Debt Securities shall have been so declared due and payable, and before any judgment or decree for the payment of the mone y s due shall have been obtained or entered as hereinafter provided, (i) the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Debt Securities and all payments on the Debt Securities which shall ha v e become due otherwise than by acceleration (with interest upon all such payments and Deferred Intere s t, to the extent permitted by law) and such amount as s hall be suffi c ient to cover r e a s onable comp e n sa tion t o th e Trustee and ea c h pr e d e c es sor Tru s tee, th e ir re s pecti ve a g ent s, attorney s and counsel, and all oth e r amount s due to the Trustee pur s uant to Section 6.06, if any, and (i i) all E vents of Default under thi s Indenture, oth e r than th e n o n-paym e nt of th e payments on D e bt Securities which s h a ll h av e become due by a ccel e ratio n, sh a ll ha v e been cur e d, wai ve d or oth e rwi s e remedied as pro v ided h e rein, and in ea ch and e ve ry s uch c ase the holde r s of a majority in aggre g a te princip a l amount of th e Debt S e curitie s th e n outstanding, by written notic e to the Compan y a nd to the Tru s tee, may w aive all d e faults and re s cind and annul s u c h de c laration and it s con s equence s, but no s uch wai v er or r es cis s ion and annulment s hall e x tend to or s hall affect any sub s equent de fa ult or shall imp a ir any right consequent thereon; pro v ided, ho w e v er, that if th e Debt Securiti es ar e h e ld by th e Tru s t or a tru s tee o f the Trust, s uch waiver or re s cission and annulment s hall no t be effecti ve until the holders of a majority in a ggre g ate liquidation amount o f the out s tandin g Capital Securities of the Tru s t s hall have con s ent e d to such w a iver or r esc i ss ion and annulm e nt.
In case the Trustee s hall have proceeded to enforce any right under thi s Indenture and su c h proce e dings shall have been di s continued or abandoned because of s uch re s cis s ion or annulment or for any other reason or sh a ll have been determined adv e r se l y to th e Trustee, then and in ev e ry s uch case the Company, the Trustee and the holders of the D e bt Securitie s shall be re s tored re s pectivel y to their s e veral positions and rights hereunder, and all rights, remedies and powers of the Company, the Trust e e and the holder s of the Deb t Securities shall continue as though no s u c h proceeding had been taken.

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SECTIO N 5.02. Payment of Debt S ec urities on Default; Suit Therefor.
The Company covenant s that upon the occurrence of an E v ent of Default pursuant to clau s e 5.0l(a), 5.0l{b) or 5.0l(c), and upon d e mand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders of the Debt S e curities, the whole amount that then shall ha v e become due and payable on all Debt S e curities including Deferred Intere s t accrued on the Debt Securities; and, in addition thereto, such further amount as shall be sufficient to co v er th e c ost s and e x p e nse s of collection, including a rea s onable compen s ation to th e Tru s tee, its ag e nts, attorneys and counsel, and any other amount s due to the Trustee under Se c tion 6.06. In c as e the Company shall fail forth w ith to pay s uch amounts upon such demand, the Tru s tee, in its own name and as truste e of an ex pr es s trust, sh a ll be e ntitl e d and empower e d to institute an y actions or proceeding s at law or in equity for the colle c tion of the sums so due and unpaid, and may prosecute any such ac t ion or proce e din g to judgm e nt or final decree, and may e nforc e any such judgment or final decree a g ain s t the Company or an y other obligor on such Debt Securitie s and coll e ct in the manner pro v ided by law out of the propert y of the Company or any other obligor on such Debt Securitie s wherever s ituated the moneys adjudged or decreed to be payabl e.
In c a s e there s hall be p e ndin g proc e edin gs for the bankrupt cy or for the r e or g ani z at i on of th e Compan y or any oth e r obli g or on the D e bt S e curiti es und e r Bankrupt c y Law, or in cas e a rec e i v er or trust e e shall hav e b e en appoint e d for the property o f th e Co mpan y o r s uch other obli g or, or in the c a s e of any other s imilar judicial proce e din gs rel a tive to the Comp a ny or oth e r obligor upon t he D e bt Securiti es, or to th e c r e ditors or prop e rty of th e C ompan y or s u c h oth e r obligor, the Trust e e, irr es pectiv e o f wh et h e r the principal of the D e bt Securit i e s s h a ll th e n b e du e and payabl e as th e r e in e x pre ss ed o r b y d e clar a t i o n o f a c cel e ration or oth e rwi se and irre s pecti ve o f whether th e Tru s te e s hall ha v e made any d e mand pur s uant to th e provisions of this Section 5.02, shall be en t itled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in re s pect of the Debt Securities and, in case of any judicial proceedings, to file such proof s of claim and other papers or documents as ma y be nece s sary or advisable in order to have the claims of the Trustee (including an y claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all other amounts due to the Tru s tee under Section 6.06) and of the Securityholders allowed in such judicial proceedings relati v e to the Compan y or any other obligor on the Debt Securities, or to the creditors or property of the Company or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Debt Securities in any election of a tru st ee or a s tandby trustee in arrangement, reorganization, liquidation or other bankruptcy or insol v ency proceedings or Person performing similar functions in comparable proceeding s, and to collect and recei v e any moneys or other property payable or deliverable on an y such cla i m s, and to distribute the same after the deduction of its charges and expen s es; and any receiver, assignee or trustee in bankruptc y or reorganization is hereby authorized by each of the Securityholders to make such payments to the Trustee, and, in· the event that the Trustee shall con s ent to the making of such payments directly to the Securityholders, to pay to the Trus t ee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their re s pecti v e agents, attorneys and counsel, and all other amounts due to the Trustee under Section 6.06.
Nothing herein contained shall be construed to authori z e the Trustee to authorize or consent to or accept or adopt on behalf of an y Securityholder any plan of reorganization, arrangement, adjustment or composition affec t ing the Debt Securities or the rights of any holder thereof or to authori z e the Trustee to vote in respect of the claim of any Securityholder in any such proceeding.

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All rights of action and of as s erting claims under thi s Indenture, or under any of the Debt Securities, may be enforced b y the Trustee without the possession of any of the Debt Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted b y the Trustee shall be brought in it s own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the holders of the Debt Securities.
In any proceedings brought by the Trustee (and also any proceedings in v olving the interpretation of any provision of this Inden t ure to which the Trustee shall be a party) the Trustee shall be held to represent all the holders of the Debt Securities, and it shall not be necessary to make any holders of the Debt Securities parties t o any such proceedings.
SECTION 5.03. Application of Moneys Collected by Tru s tee.
Any moneys collected b y the Trustee shall be applied in the following order, at the date or dates fixed by the Trustee for the distribution of such moneys, upon presentation of the several Debt Securities in respect of w hich moneys have been collected, and stamping thereon the payment, if only partiall y paid, and upon surrender thereof if full y paid:
First: To the payment of costs and expenses incurred by, and reasonable fees of, the Trustee, its agents, attorneys and counsel, and of all other amounts due to the Trustee under Section 6.06;
Second: To the payment of all Senior Indebtedness of the Company if and to the extent required by Article XV;
Third: To the payment of the amounts then due and unpaid upon Debt Securities, in respect of which or for the benefit of which money has been collected, ratably, without preference or priority of any kind, according to the amounts due on such Debt Securities; and
Fourth: The balance, if any, to the Company.
SECTION 5.04. Proceedings by Securityholders.
No holder of any Debt Security shalJ have any right to institute any suit, action or proceeding for any remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default with respect to the Debt Securities and unless the holders of not less than 25% in aggregate principal amount of the Debt Securities then outstanding shall have given the Trustee a written request to institute such action, suit or proceeding and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding; provided, that no holder of Debt Securities shall have any right to prejudice the rights of any other holder of Debt Securities, obtain priority or preference over any other such holder or enforce any right under this Indenture except in the manner herein provided and for the equal, ratable and common benefit of all holders of Debt Securities.
Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debt Security to receive payment of the principal of, premium, if any, and interest on such Debt Security when due, or to institute suit for the enforcement of any such payment, shall not be impaired or affected without the consent of such holder. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

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SECTION 5.05. Proceedings by Trustee.
In case of an Event of Default hereunder the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.
SECTION 5.06. Remedies Cumulative and Continuing.
Except as otherwise provided in Section 2.06, all powers and remedies given by this Article V to the Trustee or to the Securityholders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any other powers and remedies available to the Trustee or the holders of the Debt Securities, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture or otherwise established with respect to the Debt Securities, and no delay or omission of the Trustee or of any holder of any of the Debt Securities to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such default or an acquiescence therein; and, subject to the provisions of Section 5.04, every power and remedy given by this Article V or by law to the Trustee or to the Securityholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Securityholders.
SECTION 5.07. Direction of Proceedings and Waiver of Defaults by Majority of
Securityholders.
The holders of a majority in aggregate principal amount of the Debt Securities affected (voting as one class) at the time outstanding and, if the Debt Securities are held by the Trust or a trustee of the Trust, the holders of a majority in aggregate liquidation amount of the outstanding Capital Securities of the Trust shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to such Debt Securities; provided, however, that if the Debt Securities are held by the Trust or a trustee of the Trust, such time, method and place or such exercise, as the case may be, may not be so directed until the holders of a majority in aggregate liquidation amount of the outstanding Capital Securities of the Trust shall have directed such time, method and place or such exercise, as the case may be; provided, further, that (subject to the provisions of Section 6.01) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability. Prior to any declaration of acceleration, or ipso facto acceleration, of the maturity of the Debt Securities, the holders of a majority in aggregate principal amount of the Debt Securities at the time outstanding may on behalf of the holders of all of the Debt Securities waive (or modify any previously granted waiver of) any past default or Event of Default and its consequences, except a default (a) in the payment of principal of, premium, if any, or interest on any of the Debt Securities, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debt Security affected, or (c) in respect of the covenants contained in Section 3.09; provided, however, that if the Debt Securities are held by the Trust or a trustee of the Trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of the Trust Securities of the Trust shall have consented to such waiver or modification to such waiver; provided, further, that if the consent of the holder of each outstanding Debt Security is required, such

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waiver or modification to such waiver shall not be effective until each holder of the outstanding Capital Securities of the Trust shall have consented to such waiver or modification to such waiver. Upon any such waiver or modification to such waiver, the Default or Event of Default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debt Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver or modification to such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 5.07, said Default or Event of Default shall for all purposes of the Debt Securities and this Indenture be deemed to have been cured and to be not continuing.
SECTION 5.08. Notice of Defaults.
The Trustee s h a ll, within 90 days after a Responsible Office r of the Trustee shall have actua l knowledge or received written notice of the occurrence of a Defau l t with respect to t h e Debt Securities, ma il to all Security h olders, as the names and addresses of such ho l ders appear upon the Debt Security Register, notice of a ll Defau l ts with respect to the Debt Securities known to the Trustee, un l ess such defaults shall h ave bee n cured before the giving of such notice (the term "defaults" for the purpose of this Section 5.08 being hereby defined to be the events s p ecified in su b sections (a), (b), (c), (d), (e) and (f) of Section 5.01, not including p eriods of grace, if any, provide d for therein); provided, that, excep t in the case of defau l t in the payment of t h e principa l of, pr em i um, if any, or interest on any of the D ebt S ecurities, the Trustee shall be protected in withho l ding s u c h notice i f an d so long as a Responsible Officer of the Trustee in goo d fa i th d etermines th at the w i thholding of such not i ce is in the interests of the Se curityho l ders.
SECTION 5.09. Undertaking to Pay Costs.
All parties to this Indenture agree, and each holder of any Debt Security by such holder's acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.09 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Securityholder, or group of Securityholders, holding in the aggregate more than 10% in principal amount of the Debt Securities (or, if such Debt Securities are held by the Trust or a trustee of the Trust, more than 10% in liquidation amount of the outstanding Capital Securities), to any suit instituted by any Securityholder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Debt Security against the Company on or after the same shall have become due and payable, or to any suit instituted in accordance with Section 14.12.
ARTICLE VI
CONCERNING THE TRUSTEE
SECTION 6.01. Duties and Responsibilities of Trustee.
With respect to the holders of Debt Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debt Securities and after the curing or waiving of all Events of Default which may have occurred, with respect to the Debt Securities, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to the Debt Securities has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of

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care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs.
No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(a) prior to the occurrence of an Event of Default with respect to the Debt Securities and after the curing or waiving of all Events of Default which may have occurred
(1) the duties and obligations of the Trustee with respect to the Debt Securities shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable e x cept for the performance of such duties and obligations with respect to the Debt Securities as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(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 opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;
(c) the Trustee shall not be liable with respect to any action taken or omi tt ed to be taken by it in good faith, in accordance with the direction of the Securityholders pursuant to Section 5.07, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any tru s t or power conferred upon th e Trust ee, under this Indenture;
(d) the Trustee shal l n ot be charged with know l edge of any Default or Event of D efa u lt with respect to the D ebt Securities unless either (1) a Res p onsi bl e Officer sha ll have actual knowledge of such D efault or Even t of Default or (2) written n o tice of such Default or Even t of D efau l t shall have been given to the Trustee by the Company or any other obligo r o n the D ebt Securities or by any holder o f the Debt Securities, except with respect to an Event of Defau l t p ur s u ant to Sec t i o ns 5.0l(a), 5.0l(b) or 5.0 l(c) hereof (other than an Event o f D efault resul t ing from the default in the payment of Additional Interest or premium, if any, i f the Trustee does not have actual know l edge or written notice that such p ayment is due and paya b le), of whic h the Trustee shall be deemed to have knowledge; and
(e) in the absence of bad faith or gross negligence on the part of the Trus t ee, the Tru s t ee may seek and rely on reasonable instructions from the Company.
None of the provisions contained in this Indenture shal l require the Trustee to expen d or risk its own funds or otherwise incur personal financial liability in the performance of any of i ts d uties or in the exercise of any of its rights or powers.

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SECT I ON 6.02. Reliance on Documents. Opinions, etc.
Excep t as otherwise provided in Section 6.0 1:
(a) t h e Trustee may conclusively rely and sha ll b e fully p rotec t ed in acting or refraining fr om acting u pon any resolution, certificate, statement, instrument, opinion, r eport, not i ce, request, c o nsent, or d er, bond, note, d ebenture or other p a p er or d ocument believed by it in good fai t h to be gen u ine and to have been signed or presented b y t he proper party or parties;
(b) any r e quest, direction, order or demand of t h e Company mentioned herein s h a ll b e suffic i ently evide n ced by an O fficers' Certificate (unless other evidence in respec t thereof b e herein specifically p rescribed); and any Board Reso l ution m ay be evi d ence d to the Trustee b y a copy thereof certified b y the Secretary or an Assistant Secretary of the Company;
(c) the Trustee may consult with counsel of i ts se l ection and any advice o r Opinion of Counsel sha ll b e full and complete authorization and pr otection in r es p ect o f any ac t ion taken, suffered or omitted by it hereunde r in good faith and in accordance wi t h such advice or Opinion of Co u nse l;
(d) the Trustee s h all be un d er no obligation to exe r cise any of the rights or p owers veste d in it by this Indenture at the re q uest, order o r direction of any of the S ec uri tyhol d ers, pursuant to the provisions of this Indenture, unless such Securityho l ders sha ll have offered t o the Trustee r e asonable security or in d emnity against the costs, expenses an d liabili t ies w hi ch may be incurre d therein or thereby;
(e) th e T rustee shall not b e liable for any action taken or omitted by it in good fai th and reasonably b elieved b y it to be authorized or within the disc r etion or rights o r powers conferred upon it b y this Indenture; nothing contained herein s h all, however, re l ieve the T ru stee of the ob l igation, upon the occurrence of an Event of Default wit h respect to the D eb t Securities (that has not been cured or waived) to exercise with respect to the D ebt Securities such of the rights and p o wers ves t ed in it by this Indenture, and to use the same degree of care and skill in thei r exe r cise, as a prudent person wou l d exercise or use under the circumstances in the conduct of such person's own affairs;
(f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consen t, order, approval, bond, debenture, coupon or other paper or documen t, unless requested in writing to do so b y the ho l ders of not less than a majority in aggregate principal amount of t h e outstanding Debt Securities affected thereby; provided, however, that if t h e payment within a reasonable time to the Trustee of the co s ts, expenses or liabi l ities likely to be incurred by i t in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee b y the security afforded to it by the terms of this Indenture, the Trustee may require reasonab l e indemnity against such expense or liability as a condition to so proceedi n g; and
(g) the T rustee may execute any of the trusts or powers hereunder or perform any du t ies hereunder either directly or by or through agents (including any Authenticating Age n t) or attorneys, and the Trustee sha ll not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed by it with due care.
SECTION 6.03. No Responsibility for Recitals, etc.

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The recitals contained herein and in the Debt Securities (except in the certificate of authentication of the Trustee or the Authenticating Agent) shall be taken as the statements of the Company and the Trustee and the Authenticating Agent assume no responsibility for the correctness of the same. The Trustee and the Authenticating Agent make no representations as to the validity or sufficiency of this Indenture or of the Debt Securities. The Trustee and the Authenticating Agent shall not be accountable for the use or application by the Company of any Debt Securities or the proceeds of any Debt Securities authenticated and delivered by the Trustee or the Authenticating Agent in conformity with the provisions of this Indenture.
SECTION 6.04. Trustee, Authenticating Agent, Paying Agents, Transfer Agents or
Registrar May Own Debt Securities.
The Trustee or any Authenticating Agent or any Paying Agent or any transfer agent or any Debt Security registrar, in its individual or any other capacity, may become the owner or pledge of Debt Securities with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, transfer agent or Debt Security registrar.
SECTION 6.05. Moneys to be Held in Trust.
Subject to the provisions of Section 12.04, all moneys received by the Trustee or any Paying Agent shall, until used or applied as herein provided, be held in trust for the purpose for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee and any Paying Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company. So long as no Event of Default shall have occurred and be continuing, all interest allowed on any such moneys, if any, shall be paid from time to time to the Company upon the written order ofthe Company, signed by the Chairman of the Board of Directors, the President, the Chief Operating Officer, a Vice President, the Treasurer or an Assistant Treasurer of the Company.
SECTION 6.06. Compensation and Expenses of Trustee.
Other than as provided in the Fee Agreement of even date herewith between Cohen Bros. & Company, the Trustee, the Company and Delaware Trustee (as defined in the Declaration), the Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed to in writing between the Company and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and the Company will pay or reimburse the Trustee upon its written request for all documented reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance that arises from its negligence, willful misconduct or bad faith. The Company also covenants to indemnify each of the Trustee (including in its individual capacity) and any predecessor Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any and all loss, damage, claim, liability or expense including taxes (other than taxes based on the income of the Trustee), except to the extent such loss, damage, claim, liability or expense results from the negligence, willful misconduct or bad faith of such indemnitee, arising out of or in connection with the acceptance or administration of this Trust, including the costs and expenses of defending itself against any claim or liability in the premises. The obligations of the Company under this Section 6.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for documented expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by (and the Company hereby grants and

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pledges to the Trustee) a lien prior to that of the Debt Securities upon al] property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Debt Securities.
Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in subsections (e), (t) or (g) of Section 5.01, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law.
The provisions of this Section shall survive the resignation or removal of the
Trustee and the defeasance or other termination of this Indenture.
Notwithstanding anything in this Indenture or any Debt Security to the contrary, the Trustee shall have no obligation whatsoever to advance funds to pay any principal of or interest on or other amounts with respect to the Debt Securities or otherwise advance funds to or on behalf of the Company.
SECTION 6.07. Officers' Certificate as Evidence.
Except as otherwise provided in Sections 6.01 and 6.02, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence, willful misconduct or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificate, in the absence of negligence, willful misconduct or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.
SECTION 6.08. Eligibility of Tru s tee.
The Trustee hereunder shall at all times be a U.S. Person that is a banking corporation or national a s sociation organized and doing business under the laws of the United States of America or an y state thereof or of the District of Columbia and authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000) and subject to supervis i on or examination by federal, state, or District of Columbia authority. If such corporation or national as s ociation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 6.0 8 the combined capital and surplus of such corporation or national association shall be deemed to be its combined capital and surplus as set forth in its most recent record s of condition so publi s hed.
The Company may not, nor ma y any Person directl y or indirectly controlling, controlled by, or under common control with the Compan y, se rv e as Trustee, notwithstanding that such corporation or national association shall be otherwi s e eligible and qualified under this Article.
In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 6.08, the Trustee shall re s ign immediately in the manner and with the effect specified in Section 6.09.
If the Trustee has or shall acquire any "conflicting interest" within the meaning of
§ 31 O(b) of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to t his Indenture.
SECTION 6.09. Re s ignation or Remo v al of Trustee, Calculation Agent. Paying Agent or
Debt Security Registrar.

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(a) The Trustee, or any trustee or tru st ees hereafter appointed, the Calculation Agent, the Paying Agent and any Debt Security Regi s trar may at any time resign b y gi v ing written notice of such re s ignation to the Company and by mailing notice thereof, at the Company's expense, to the holders of the Debt Securities at their addresses as they shall appear on the Debt Security Register. Upon receiving such notice of resignation, the Company shall promptly appoint a successor or successors by written instrument, in duplicate, executed by order of its Board of Directors, one cop y of which instrumen t s hall be delivered to the resigning party and one copy to the successor. If no successor shall have been so appointed and have accepted appointment within 30 days after the mailing of such notice of resignation to the affected Securityholders, the re s igning party may petition any court of competent jurisdiction for the appointment of a successor, or any Securityholder who has been a bona fide holder of a Debt Security or Debt Securities for at least six months ma y, subject to the provisions of Section 5.09, on behalf of himself or herself and all others similarly situated, petition any such court for the appointment of a successor. Such court may thereupon, after such notice, if any, as it ma y deem proper and prescribe, appoint a successor.
(b) In case at an y time an y of the following shall occur:
(1) the Trustee shall fail to comply with the provisions of the last paragraph of Section 6.0 8 after written request therefor by the Company or by any Securityholder who has been a bona fide holder of a Debt Security or Debt Securities for at least six months,
(2) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.08 and shall fail to resign after written request therefor by the Company or by any such Securityholder, or
(3) the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insol v ent, 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, conservat i onor liquidation,
then, in any such case, the Company ma y remove the Trustee and appoint a successor Trustee by written instrument, in duplicate, ex e cuted by order of the Board of Directors, one copy of which instrument shall be deli v ered to the Trustee so removed and one cop y to the successor Trustee, or, subject to the pro v isions of Section 5.09, if no successor Trustee shall ha v e been so appointed and have accepted appointment within 30 days of the occurrence of any of (1), (2) or (3) above, any Securityholder who has been a bona fide holder of a Debt Security or Debt Securities for at least six months may, on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor Trustee.
(c) Upon prior written notice to the Company and the Trustee, the holders of a majority in aggregate principal amount of the Debt Securities at the time outstanding may at any time remove the Trustee and nominate a successor Trustee, whi c h shall be deemed appointed as successor Trustee unless within ten Business Da y s after such nomination the Company objects thereto, in which case or in the case of a failure b y such holders to nominate a succe s sor Trustee, the Trustee so removed or any Securityholder, upon the terms and conditions and otherwise as in subsection (a) of this Section 6.09 provided, may petition an y court of competent jurisdiction for an appointment of a successor.
(d) Any resignation or removal of the Trustee, the Calculation Agent, the

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Paying Agent and any Debt Security Registrar and appointment of a su c cessor pursuant to any of the provisions of this Section 6.09 shall become effective upon acceptance of appointment by the successor as provide d in Section 6.10.
SECTION 6.1 0. Acceptance by Succe s sor.
Any successor Trustee, Calculation Agent, Paying Agent or Debt Security Registrar appoin t ed as provided in Section 6.09 shall execute, acknowledge and de l iver to the Company and t o its predecessor an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the re t iring party shall become effective and suc h successor, w i tho u t any further act, deed or conveyance, shall become vested with a ll the rights, powers, duties an d obligations with r espect to the Deb t Securities of its predecessor hereunder, with like effect as if originally named he r ein; b ut, neverthe l ess, on the written request of the Company or of the successor, the p arty ceasing to act shall, upon payment of the amounts then due it p ursuant to the provisions of Section 6.06, execute and d eliver an instrument transferring t o such suc c essor all the rights and powers of the party so ceasing to ac t and shall duly assign, transfer and deliver to suc h successor a ll property and money he l d by such retiring party hereunder. Upon reasonab l e request of any such successor, the Company shall execute any an d all instruments in writing for more fully and certainly ves t ing in and confirmi n g to such successor all s u ch rights and powers. Any party ceasing to act shall, nevertheless, retain a lien upon al l pro p erty or funds he ld or co ll ected to secure any amounts then due i t pursuant to the provisions of Sec t ion 6.06.
If a successor Trustee is appointed, the Company, the retiring Trustee and the succ e ssor Trus t ee sha ll execute and de l iver an indenture supplemental here t o which sha ll contain suc h provisions as shall be deemed necessary or desirable to confirm that al l the rights, powers, trusts and duties of the retiring Trustee with respect to the Debt Securities as t o which the predecessor Trustee is not retiring sha ll continue to be vested in the predecessor T rustee, and sha ll add to or change any of the provisions of this Indenture as shall b e necessary to provide for or facilitate the administration of the Trust hereunde r by more than one T rustee, i t being understood that nothing herein or in such supp l emental indenture sha ll constitute such Trustees co-trustees of the same trust and that each such Trustee sha ll be Trustee of a trust or trusts hereunder se p arate an d apart from any trust or trusts hereunder administered by any other suc h Trust ee.
No successor Trus t ee shall accept appointment as p r ovided i n t his Section 6.1 0 un l ess at t he time of such acceptance such successor Trustee shall be eligible and qualified under the provisions of Section 6.08.
In n o event shall a retiring Trustee, Calculation Agen t, P aying Agent or D ebt
Security Registrar be lia b le for the acts or omissions of any successor hereunder.
Upon acceptance of appointment by a successor Trustee, Calcu l ation Agent, Paying Agent or D ebt Security Registrar as provided in this Section 6.1 0, the Company shall mai l notice of th e succession to the hol d ers of Debt Securities at their addresses as they shall ap p ear on the Debt Security Register. If th e Company fai l s to mail suc h notice withi n ten Business Days after the acceptance of appointment by the successor, the successor shal l cause suc h notice to b e mailed at the ex p ense of the Company.
SECTION 6.11. Succession by Merger, etc.
Any Person into which the Trustee may be merged or converted or with which it may b e conso l idated, o r any Pe r son r esulting from any merger, conversion or consolidation to which the Trustee sha ll be a part y, or any P erso n succeeding to all or substan t ially all of the corporate trust business of

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the Trustee, sha ll be the successo r of the Trustee hereunder withou t t h e execution or filing of any paper o r an y furthe r act on the part of any of the parties hereto; p rovided, that such Person shall be otherwise eligible and qualified under t his Article.
In case at the time such s u ccessor to the Trustee shall succeed to the t rusts created by this Indenture any of the D ebt Securities shall have been authenticated but no t delivered, any s u ch successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee, and de l ive r suc h Debt Securities so authenticated; and in case at that time any of the D e b t Securities sha ll n ot have been authenticated, any successor to the T ru stee may authenticate s u c h D ebt Securities eithe r in the name of any predecesso r he r eunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force whic h it is anywhe r e i n the Debt Securities o r in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any p redecessor Trustee or authentica t e Debt Securities in the name of any predecessor Trustee shal l app l y on l y to i ts successor or successors by merger, conversion or consolidation.
SECTION 6.12. Authenticating Agents.
T h ere may b e one o r more Authenticati n g Agents appointed by the Trustee upon the re qu est of the Company with power to act on its behalf and subject to its direction in the a ut h entication and delivery of Debt Securities issued upon exchange or registration of transfer the r eof as fu ll y to all intents and purposes as though any such Authenticating Agent had been ex pr essly autho ri zed to authenticate and deliver D ebt Securities; provided, that the Trustee sha ll h ave no liabili t y to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of D eb t Securities. Any such Authenticating Agent sha ll at a ll times be a Person organized and doing business under the laws of the United Sta t es or of any state or territory thereof or of the District of Columbia authorized under suc h l aws to act as Au t henticating Agen t, having a combined cap i tal and surpl u s of at least $50,000,000 and b eing s ubj ec t to su p ervisio n or examin a tion by federal, state, territorial or D istrict of Co l umb i a a u thori t y. If such P erson pu blishes r eports of condition at l east annually pursuant to l aw or the re qu iremen t s of such authority, then for the p urposes of this Section 6.12 the combined ca p ita l an d surp l us of s u ch Person shall be deemed to be its combined capital and s urplu s as set forth in i ts most recent report of con d ition so published. If at any t ime an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately i n t h e manner and with the effect herein specified in this Section.
Any Pers o n in t o which any Authen t icating Agent may be merged or converted o r with which it may be consolida t e d, o r any P erson resulting from any merger, consolidation or conversion to which any Authenticating Agent sha ll be a party, or any Person succee d ing to a ll or substantially all of t h e corporate trust business of any Authenticating Agent, shal l b e the successor of such Authenticating Agent hereunder, if such successor Person is otherwise eligib l e under this Sect i on 6.12 w ithout th e e x ecution or filing of any paper or an y further act on the part of the parties hereto o r such Authenticating Agent.
Any Authenticating Agent may at any time re s ign by giving written notice of resign a tion to the Trustee and to the Company. The Trus t ee may at any time terminate the agency of any Authenticating Agent with respect to the Debt Securities by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under thi s Section 6.12, the Tru s tee may, and upon the request of the Company shall, promptl y appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Compan y and shall mail notice of such appointment to all holders of Debt Securities as the names and

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addre s ses of such holders appear on the Debt Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debt Securities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein.
Other than as provided in the Fee Agreement of e v en date herewith between Cohen Bros. & Company, the Compan y, the Trustee and Delaware Trustee (as defined in the Declaration), the Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee and shall receive such reasonable indemnity as it may require against the costs, expenses and liabilities incurred in furtherance of its duties under this Section 6.12.
ARTICLE VII
CONCERNINGTHESECURITYHOLDERS
SECTION 7.01. Action by Securitvholders.
Whenever in this Indenture i t is provided that the holders of a specified percentage in aggregate principal amount of the Debt Securitie s or aggregate Liquidation Amount of the Capital Securities may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action the holders of such specified percentage have joined therein may be evidenced (a) b y any instrument or any number of instruments of similar tenor executed by such Securityholders or holders of Capital Securitie s, as the case may be, in person or by agent or proxy appointed in writing, or (b) by the record of such holders of Debt Securities voting in favor thereof at any meeting of such Securityholders duly called and held in accordance with the provisions of Article Vill or of such holders of Capital Securities duly called and held in accordance with the provisions of the Declaration, or (c) by a combination of such instrument or instruments and any such record of such a meeting of such Securityholders or holders of Capital Securities, as the case may be, or (d) by any other method the Trustee deems satisfactory.
If the Company shall solicit from the Securityholders any request, demand, authorization, direction, notice, consen t, waiver or other action or revocation o f the same, th e Company may, at its option, as evidenced by an Officers' Certificate, fix in advance a record date for such Debt Securities for the determination of Securityholders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action or revocation of the same, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action or revocation of the same may be given before or after the record date, but only the Securityholders of record at the close of business on the record date shall be deemed to be Securityholders for the purposes of determining whether Securityholders of the requisite proportion of outstanding Debt Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action or revocation of the same, and for that purpose the outstanding Debt Securities shall be computed as of the record date; provided, however, that no such authorization, agreement or consent by such Securityholders on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not l ater than six months after the record date.
SECTION 7.02. Proof of Execution by Securityholders.
Subject to the provisions of Sections 6.01, 6.02 and 8.05, proof of the execution of any instrument by a Securityholder or such Securityholder's agent or proxy shall be sufficient if made in accordance with such

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reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The ownership of Debt Securities shall be proved by the Debt Security Register or by a certificate of the Debt Security Registrar. The Trustee may require such additional proof of any matter referred to in this Section as it shall deem necessary.
SECTION 7 .03. Who Are Deemed Absolute Owners.
Prior to due presentment for registration of transfer of any Debt Security, the Company, the Trustee, any Authenticating Agent, any Paying Agent, any transfer agent and any Debt Security registrar may deem the Person in whose name such Debt Security shall be registered upon the Debt Security Register to be, and may treat such Person as, the abso l ute owner of such Debt Security (whether or not such Debt Security shall be overdue) for the purpose of receiving payment of or on account of the principal of, premium, if any, and interest on such Debt Security and for all other purposes; and neither the Company nor the Trustee nor any Authenticating Agent nor any Paying Agent nor any transfer agent nor any Debt Security registrar shall be affected by any notice to the contrary. All such payments so made to any holder for the time being or upon such holder's order shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Debt Security
SECTION 7.04. Debt Securities Owned by Company Deemed Not Outstanding.
In determining whether the holders of the requisite aggregate principal amount of De b t Securities have concurred in any direction, consent or waiver under this Indenture, Debt Securities which are owned by the Company or any other obligor on the Debt Securities or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company (other than the Trust) or any other obligor on the Debt Securities shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided, that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver, only Debt Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Debt Securities so owned which have been pledged in good faith may be regarded as outstanding for the purposes of this Section 7.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Debt Securities and that the pledgee is not the Company or any such other obligor or Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.
SECTION 7.05. Revocation of Consents; Future Securityholders Bound.
At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 7.01, of the taking of any action by the holders of the percentage in aggregate principal amount of the Debt Securities specified in this Indenture in connection with such action, any holder (in cases where no record date has been set pursuant to Section 7.01) or any holder as of an applicable record date (in cases where a record date has been set pursuant to Section 7.01) of a Debt Security (or any Debt Security issued in whole or in part in exchange or substitution therefor) the serial number of which is shown by the evidence to be included in the Debt Securities the holders of which have consented to such action may, by filing written notice with the Trustee at the Principal Office of the Trustee and upon proof of holding as provided in Section 7.02, revoke such action so far as concerns such Debt Security (or so far as concerns the principal amount represented by any exchanged or substituted Debt Security). Except as aforesaid any such action taken by the holder of any Debt Security shall be conclusive and binding upon such holder and upon all future holders and owners of such Debt Security, and of any Debt Security issued in exchange or substitution therefor or on registration of transfer thereof,

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irrespective of whether or not any notation in regard thereto is made upon such Debt Security or any Debt Security issued in exchange or substitution therefor.
ARTICLE VIII
SECURITYHOLDERS'MEETINGS
SECTION 8.01. Purposes of Meetings.
A meeting of Securityholders may be called at any time and from time to time pursuant to the provisions of this Article VIII for any of the following purposes:
(a) to give any notice to the Company or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any default hereunder and its consequences, or to take any other action authorized to be taken by Securityholders pursuant to any of the provisions of Article V;
(b) to remove the Trustee and nominate a successor trustee pursuant to the provisions of Article VI;
(c) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 9.02; or
(d) to take any other action authorized to be taken by or on behalf of the holders of any specified aggregate principal amount of such Debt Securities under any other provision of this Indenture or under applicable law.
SECTI O N 8.02. Ca ll of Meetings by Trus t ee.
The Trustee may at any time call a meeting of Securi ty ho l ders to take any action spec i fied in Section 8.0 1, to be h eld at such time an d a t such place in The City of New York, the B orough of Manhattan, o r Houston, Texas, as the Trustee sha ll determine. Notice of every meeting o f the Securityho l de r s, setting forth the time and the p lace of such meeting and in general terms the actio n pr oposed to be taken at such meeting, shall be mailed to holders of D ebt Sec uri ties affecte d at their addre s ses as they shall app e ar on the Debt Securities R egister. Such n otice s h all b e m ailed not l ess than 20 no r more than 180 days prior to the date fixed for the meeting.
SECTI O N 8.03. Ca ll of Mee t ings by Com p any or Securitvholders.
In case at any time the C o m p an y pursuant to a B oard Resolution, or the h old ers of at l eas t 10% in aggregate principal amount of the Debt Securities, as the case may be, t hen outstanding, s ha ll ha v e requested the Trustee t o call a meeting of Securityholders, by written request setting forth in reasonable det a i l the action p roposed to be taken at the meeting, and the Trustee sha ll n ot ha v e mai l ed the no t ice of such meeting within 20 days afte r r eceipt of such r eque st, then the C o mpany o r such S ecurityho l ders may determine the time and the place in fo r s u c h meeting and ma y ca ll such meeting to take an y action authorized in Section 8.0 1, b y mailing n ot ice thereof as provided in Sect i on 8.02.
S ECT I ON 8.0 4. Qualification s for Voting.
To b e entit l ed to vote at any meeting of Securityholders a Person shall b e (a) a h older of one or more D eb t Securities w ith r espect to which the meeting is b eing held or (b) a P erson appointed b y an

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instrument in writing as proxy by a holder of one or more such Deb t Sec uri t ie s. Th e only Pe r sons who shall b e entitled to be present o r to speak at any meeting of Sec urit y h olde r s sha ll be the Persons e ntitled to v o t e at such meeting and their counse l and any represe n tatives of t h e T ru stee an d its counsel and any representatives of the Company and its counse l.
SECT I ON 8.05. R egu l ations.
Notwi t hstanding an y oth e r provisions of this Indenture, the Trustee may make such reasonab l e regu l ations as it may deem ad v isable for any meeting of Securityho l ders, in regard to p roof of the h o ld ing of D e b t Securitie s and of the appointment of proxies, and in r e gard to the a p pointment and duties of inspecto r s of votes, the submis s i on and examination of p roxies,certificates and other e v idence of the right to v ote, an d such oth e r matters concerning the conduct of the meeting as it shall deem appropriate.
The Trustee shall, b y an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting s hall ha v e been called by the Compan y or by Securityholders as provided in Section 8.03, in which case th e Compan y or the Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elec t ed by majority v ot e at the meeting.
Subject to the provis i ons of Section 7.04, at any meeting each holder of Debt Securities with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debt Securitie s held or repre s ented by such holder; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debt Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting s hall have no right to vote other than by virtue of Debt Securities held by such chairman or instruments in writing as aforesaid duly designating such chairman as the Person t o vote on behalf of other Securityholders. Any meeting of Securityholders duly called pursuant to the pro v isions of Section 8.02 or 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.
SECTION 8.06. Voting.
The v ote upon an y resolution submitted to any meeting of holders of Debt Securities with respect to w hich such meeting is being held shall be b y written ballots on which shall be subscribed the signatures of such holders or of their representati v es by pro x y and the serial number or numbers of the Debt Securities held or represented by them. The permanent chairman of the meeting shall appoint two inspectors o f v otes who shall count all votes cast at the meeting for or against an y resolution and w ho shall make and file with the secretary of the meeting their verified written reports in triplicate of all v otes cast at the meeting. A record in duplicate of the proceeding s of each meeting of Securityholders shall be prepared by the secretary of the meeting and there shall be attached to s aid record the original reports of the inspectors of votes on an y v ote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as provided in Section 8.02. The record shall show the serial numbers of the Debt Securities voting in favor of or again s t an y resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other t o the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

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SECTION 8.07. Quorum; Actions.
The Persons entitled to vote a majority in out s tanding principal amount of the Debt Securities shall constitute a quorum for a meeting of Securityholders; provided, howe v e r, that if any action is to be taken at such meeting with respect to a consent, waiver, request, demand, notice, authorization, direction or other action which ma y be given by the holders of not less than a specified percentage in outstanding principal amount of the Debt Securities, the Persons holding or representing such specified percentage in out s tanding principal amount of the Debt Securities will constitute a quorum. In the absence of a quorum within 30 minut es of the time appointed for any such meeting, the me e tin g s hall, if convened at the request of Securityholders, be dis s olved. In any other case th e mee t ing ma y be adjourned for a period of not less than 10 d a ys as determined by the permanen t chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at an y such adjourned meeting, such adjourned meeting may be further adjourned for a period of not les s than 10 days as determined by the permanent chairman of the meeting prior to th e adjournment of such adjourned meeting. Notice of the reconvening of an y adjourned mee t ing shall be given as provided in Section 8.02, except that such notice need be gi v en onl y once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice o f the recon v ening o f an adjourned meeting shall state expressly the percentage, as provided abo v e, of the outstanding principal amount of the Debt Securities which shall constitute a quorum.
Except as limited b y the proviso in the first paragraph of Section 9.02, any resolution presented to a meeting or adjourned meeting dul y reconvened at w hich a quorum is present as aforesaid may be adopted b y th e affirmat iv e vote of the holders of not less than a majority in outstanding principal amount of the Debt Securitie s; provided, however, that, except as limited by the pro v iso in the first paragraph of Sec ti on 9.02, any re s olution with re s pect to any consent, waiver, request, demand, notice, authorization, direction or other action that this Indenture expressly pro v ides ma y be gi v en b y the holders of not less than a specified percentage in outstanding principal amount of the Debt Securitie s may be adopted at a meeting or an adjourned meeting duly recon v ened and at which a quorum is pr es ent as aforesaid only by the affirmati v e vote of the holders of not less than s uch s pecified percentage in out s tanding principal amount of the Debt Securities.
An y resolution pas s ed or decision tak e n at any meeting of holders of Debt Securities dul y held in accordance wi th this Section shall be binding o n all the Securityholders, whether or not present or repre s ented at the meeting.
SECTION 8.08. Written Consent Without a Meeting.
Whene v er under this Indenture, Securit y ho l ders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the Securityholder s of all outstanding Debt Securities entitled to vote thereon. No consent shall be effective to take the a c tion referred to therein unless, within sixty days of the earliest dated consent deli v ered in the manner required b y this paragraph to the Trustee, written consents signed by a sufficient number of Securityholders to take action are delivered to the Trustee at its Principal Office. Deli v e ry made to the Trustee at its Principal Office, shall be by hand or by certificated or registered mail, return receipt requested. Written consent thus given by the Securityholders of such number of Debt Securities as is required hereunder, s hall ha v e the sam e effect as a v alid vote of Securityholders of such number of Debt Securities.

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ARTICLE IX SUPPLEMENTAL INDENTURES
SECTION 9.0 1. Supplemental Indentures without Consent of Securitvholders.
The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes:
(a)to evidence the succession of ano t her Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof;
(b)to add to the co v enants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debt Securities as the Board of Directors shall consider to be for the protection of the holders of such Debt Securities, and to make the occurrence, or the occurrence and continuance, of a Default in any of such additional covenants, restrictions or conditions a Default o r an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional co v enant, 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 ma y provide for an immediate enforcement upon such default or may limit the remedies avai l ab l e 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 ma y be defective or inconsistent with any other provision contained herein or in any supp l emental indenture, or to make or amend such other provisions in regard to matters or questions arising under this Indenture; provided, that any such action shall not adversely affect the interests of the holders of the Debt Securities;
(d)to add to, delete from, or revise the terms of Debt Securities, including, without l imitation, any terms relating to the issuance, exchange, registration or transfer of Debt Securities, including to provide for transfer procedures and re s trictions substantia ll y similar to those applicab l e to the Capital Securities, as required by Section 2.05 (for purposes of assuring that no registration of Debt Securities is required under the Securities Act of 1933, as amended); provided, that any such action shall not adversely affect the interests of the holders of the Debt Securities then outstanding (it being unders t ood, for purposes of this proviso, that transfer r estrictions on Debt Securities substantiall y simi l ar to tho s e applicable to Capital Securities shall not be deemed to adversely affect the holders of the Debt Securities);
(e)to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debt Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.1 O;
(f)o 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 Debt Securities, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debt Securities, or to add to the rights of the holders of Debt Securities..

The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise.
Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Company and the Trustee without the consent of the holders of any of the Debt Securities at the time outstanding, notwithstanding any of the provisions of Section 9 .02.
·
SECTION 9.02. Supplemental Indentures with Consent of Securitvholders,
With the consent (evidenced as provided in Section 7.01) of the holders of not less than a majority in aggregate principal amount of the Debt Securities at the time outstanding affected by such supplemental indenture, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act, then in effect, applicable to indentures qualified thereunder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debt Securities; provided, however, that no such supplemental indenture shall without such consent of the holders of each Debt Security then outstanding and affected thereby (i) change the Maturity Date of any Debt Security, or reduce the principal amount thereof or any premium thereon, or reduce the rate (or manner of calculation of the rate) or extend the time of payment of interest thereon, or reduce (other than as a result of the maturity or earlier redemption of any such Debt Security in accordance with the terms of this Indenture and such Debt Security) or increase the aggregate principal amount of Debt Securities then outstanding, or change any of the redemption provisions, or make the principal thereof or any interest or premium thereon payable in any coin or currency other than United States Dollars, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debt Securities the holders of which are required to consent to any such supplemental indenture; and provided, further, that if the Debt Securities are held by the Trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of the outstanding Capital Securities shall have consented to such supplemental indenture; provided, further, that if the consent of the Securityholder of each outstanding Debt Security is required, such supplemental indenture shall not be effective until each holder of the outstanding Capital Securities shall have consented to such supplemental indenture.
Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders (and holders of Capital Securities, if required) as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.
Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear

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upon the Debt Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
It shall not be necessary for the consent of the Securityholders under this Section
9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.
SECTION 9.03. Effect of Supplemental Indentures.
Upon the execution of any supplemental indenture pursuant to the provisions of this Article IX, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the holders of Debt Securities shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.
SECTION 9.04. Notation on Debt Securities.
Debt Securities authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article IX may bear a notation as to any matter provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new Debt Securities so modified as to conform, in the opinion of the Board of Directors of the Company, to any modification of this Indenture contained in any such supplemental indenture may be prepared and executed by the Company, authenticated by the Trustee or the Authenticating Agent and delivered in exchange for the Debt Securities then outstanding.
SECTION 9.05. Evidence of Compliance of Supplemental Indenture to be furnished to
Trustee.
The Trustee, subject to the provisions of Sections 6.01 and 6.02, shall, in addition to the documents required by Section 14.06, receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto complies with the requirements of this Article IX. The Trustee shall receive an Opinion of Counse l as conclus i ve evidence t h at any supplemental i ndenture executed pursuant to this Artic l e IX is authorized o r permitted by, and conforms to, the terms o f this Arti cl e IX and that it is pr o per for the Trustee under the provisions of this Article IX to j oin in the execution the r eof.
ARTICLEX REDEMPTION OF S E CURITIES
SECTION 10.01. Optiona l Redemption.
At an y tim e the Company s hall ha v e the righ t, subject to the re c e i pt by th e Company of prior appro v a l from any r egu l at o ry authori t y with juri s di c tion ov e r t h e C ompan y if such approva l is then r e quired und e r applic a ble capi t a l g uid e l ine s o r po l i c i es of s uc h regulatory authority, to red ee m the Debt Securitie s, in w hole o r (pro v ided that a ll a cc rued and unpaid interest h as been pai d on all Debt Securitie s for a ll Interest Periods terminating on or prior to such date) from time to time in part, on any March 15, June 1 5, Sept e mb e r 15 or Decembe r 15 on or afte r March 15, 20 1 1 (the "Re d emption D ate"), at th e Redemption Pric e.

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SECTION 10.02. Specia l Ev e nt Redem p tion.
If a Specia l Event s h all occur and be contin u ing, the Company s hall ha v e the right, subject to the receipt by the Company of prior approva l from any r egulatory authority with jurisdiction over t h e Company if such approval is then required under applicable capital guide l ines o r p o li c i es of such regulatory a u thority, to redeem the Debt Securit i es, in whole o r in p art, a t any t ime within 90 d ays fo ll owing the occ u rrence of such Special Eve n t (the "S pec i a l Re d emption D at e"), at the S pecia l Redemption P rice.
SECTION 10.03. Notice of Redem p tion; Se l ection of Debt Securities.
In case the Company sha ll desire to exerci s e the righ t to redeem all, or, as the c ase may b e, any part of the Debt Securities, it shall fix a da t e for r e d e mption and s hall mai l, or cause the Trustee to mai l (at the e xpense of the Company) a noti ce of such re demption at l east 3 0 and not more than 60 days prior to the date fixed for redemption to the holders of D e bt S ec uriti es s o to be redeemed as a whole or in part at t heir l ast addre s se s as t he s am e appear on the D e bt Security Register. Such mailing s h all be b y fir s t class mail. The noti ce if mai l ed in the mann e r her e in provided s ha ll b e con c lu si vely presumed to ha v e been duly given, wh e th e r or n o t the ho l der receives such notic e. In any cas e, fai l ure to give s u c h notice by mai l o r any defect in th e notice to the holder of any Debt Security d e s ignated for r edemption as a whole or in part s ha ll not affect the v a l idit y of the proceedings fo r t he redemption of any oth e r D e bt Security.
Eac h such notice of redemption shall specify the CUSIP number, if an y, of th e De b t Securi t ies to be r edeemed, t he date fixed fo r redemption, the r edemption price (or manner of calcu l ation of the price) at which Debt Securities are to be redeemed, the pl ace o r p l aces o f payme n t, that payment wi ll be made upon presentation and surrender of such Debt Securi t ie s, that interest acc ru ed t o the date fixed for redem p tion w ill b e paid as specifie d in sai d notice, and that on and after said date inte r est thereon or on the portions thereof to be redeemed wi ll cease t o accrue. If l ess than a ll the D eb t Securities are to b e redeemed the notice of r edemption shall spec i fy the numbers o f th e D ebt S ecurities to be r edeemed. In case the D ebt Securities are to b e redee m ed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, u pon surrender of such Debt Security, a new D ebt Security o r Debt Securities in principal amount e q ual to the unredeemed portion thereof will be issued.
Prior to 1 0:00 a.m. New York City time on the Redemption Date or the Special Redemption Date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or wi th one or more Paying Agents an amount of money sufficient to redeem on the redemption date all the Debt Securities so called for redemption at the appropriate redemption price, together with unpaid interes t accrued to such date.
The Company will give the Trustee notice not l ess than 45 nor more than 60 days prio r t o the Redemption Date as to the Redemption Price at which the Debt Securities are to be r edee m ed and th e aggregate principal amount of Debt Securities to be redeemed an d the Trus t ee shall select, in such manner as in its so l e discretion i t shall deem appropriate and fair, the De bt Securities or port i ons thereof (in integral multiples of $1,000) to be r edeemed.
SECT I ON 10.0 4. Payment of D ebt Securities Called for Redemption.
If not i ce of redemption has been given as provided in Section 10.03, the D ebt Securities or p ortions of D ebt Securities with respect to which such notice has been given sha ll become due an d p ayab l e on the Redemp t ion Date or the Special Redempt i on Date (as the case may be) and at the place or places stated in

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such notice at the applicable r edemption price, together with interest accrued to the date fixed for r edemption, and on and afte r said Redemption D ate or th e Spec i al Redemption Date (unless the Company shall default in the payment of such D ebt Securities at the redemption price, together with unpaid inte r est accrued thereon to said date) interest on the Debt Securities or portions of Debt Securities so called for redemption shall cease to accrue. On presentation and surrender of such Debt Sec uri t i es a t a place of p ayment s p ecified in sa i d n o tice, such D ebt Securities or the specified portions thereof shall b e paid and re d eemed by t he Company at the ap p licab l e redemption price, togethe r with unpaid interest accrued thereon t o the Redemp t ionDate or the Special Redem p tion Date (as the case may be).
Upon presentation of any Debt Security redeemed in part only, the Company shall execute and the Trustee sha ll authenticate and make available for delivery to the ho l der thereof, at the expense of the Company, a new Deb t Security o r D ebt Securities of authorized de n ominations in principa l amount equa l to the unredeemed port i on of the D ebt Security so presented.
ARTICLE XI CONSOLIDAT I ON,MERGER, SALE, CONVEYANCE AND LEASE
SECTION 1 1.01. Company May Consolidate. etc., on Certain Terms.
Nothing contained in this In d enture or in the D ebt Sec uri ties sha ll prevent any consolidation or merger of the Company with o r into any other corporation or corporations (whet h er or not affiliated with the Company) or successive conso l idations or mergers in which the Company or its successor or successors shall b e a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of all or substantially all of the property or capital stock of the Company or its successor or successors to any other c orporation (whether or not affiliated with the Company, or its successor or succe s sors) authorized to acquire and operate the same; provided, however, that the Company hereby covenants and agrees that, (i) upon any such consolidation, merger (where the Company is not the surviving corporation), sale, conveyance, transfer or other disposition, the successor entity shall be a corporation organized and existing under the laws of the United States or any state thereof or the District of Columbia (unless such corporation has (1) agreed to make all payments due in respect of the Debt Securities or, if outstanding, the Capital Securities and Capital Securities Guarantee without withholding or deduction for, or on account of, any taxes, duties, assessments or other governmental charges under the laws or regulations of the jurisdiction of organization or residence (for tax purposes) of such corporation or any political subdivision or taxing authorit y thereof or therein unless required by applicable law, in which case such corporation shall have agreed to pay such additional amounts as shall be required so that the net amounts received and retained by the holders of such Debt Securities or Capital Securities, as the case may be, after payment of all taxes (including withholding taxes), duties, assessments or other governmental charges, will be equal to the amounts that such holders would ha v e recei v ed and retained had no such taxes (including withholding taxes), duties, assessments or other go v ernmental charges been imposed, (2) irrevocably and unconditionally consented and s ubmitted to the jurisdiction of any United States federal court or New York state court, in each case located in The City of New York, Borough of Manhattan, in respect of any action, suit or proceeding against it arising out of or in connection with this Indenture, the Debt Securities, the Capital Securities Guarantee or the Declaration and irrevocably and unconditionally wai v ed, to the fullest extent permitted by law, any objection to the laying of venue in any such court or that any such action, suit or proceeding has been brought in an incon v enient forum and (3) irre v ocably appointed an agent in The City of New York for service of process in any action, suit or proceeding referred to in clause (2) above) and such corporation expressl y assumes all of the obligations of the Company under the Debt Securities, this Indenture, the Capital Securities Guarantee and the Declaration and (ii) after giving effect to any such consolidation, merger, sale, con v eyance, transfer or other disposition, no Default or Event of Default shall ha v e occurred and be continuing.

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SECTION 11.02. Successor Entity to be Substituted.
In case of any such consolidation, merger, sale, conveyance, transfer or other disposition contemplated in Section 11.01 and upon the assumption by the successor entity, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debt Securities. Such successor entity thereupon may cause to be signed, and may is s ue either in its own name or in the name of the Company, any or all of the Debt Securities is s uable hereunder which theretofore shall not have been signed by the Compan y and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture pre s cribed, the Trustee or the Authenticating Agent s hall authenticate and d e li v er an y Debt Securit i es w hich pre v iously shall have been signed and delivered by the officers of the Company, to the Trustee or the Authenticating Agent for authentication, and any Debt Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debt Securities so issued shall in all respects ha v e the same legal rank and benefit under this Indenture as the Debt Securities theretofore or thereafte r issued in accordance with the terms of thi s Indenture as though all of such Debt Securitie s had been issued at the date of the execution hereof.
SECTION 11.03. Opinion of Counsel to be Given to Trustee.
The Trustee, subject to the provisions of S ec tions 6.01 and 6.02, shall receive, in addition to the Opinion of Counsel required b y Section 9.05, an Opinion of Counsel as conclusive evidence that any consolidation, merger, sale, con v eyance, transfer or other disposition, and any assumption, permitted or required by the term s o f thi s Article XI complies with the provisions of this Article XI.
ARTICLE XII
SATISFACTION AND DISCHARGE OF INDENTURE
SECTION 12.01. Discharge of Inde n ture.
When (a) th e Company shall deliver to the Trustee for cancellation all Debt Securities theretofore authent i cated (other than any Debt Securitie s which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.06) and not theretofore canceled, or (b) all the Deb t Securitie s not theretofore canceled or delivered to the Trustee for cancellation shall ha v e become due and pa y able, or are by their terms to become due and payable within one y ear or are to be called for redemption within one year under arrangements satisfactory to the Tru s tee for the giving of notice o f redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, sufficient to pay at maturity or upon redemption all of the Debt Securities (other than any Debt Securities which shall have been de s troyed, lost or stolen and w hich shall have been replaced or paid as provided in Section 2.06) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, i f any, and intere s t due or to become due to s uch date of maturity or redemption date, as the case ma y be, but e x cluding, however, the amount of any moneys for the payment of principal of, and premium, i f any, or interest on the Debt Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.04, or (2) paid

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to any state or to the Di s trict of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder b y the Company, then this Indenture shall cease to be of further effect except for the provisions of Section s 2.05, 2.06, 3.01, 3.02, 3.04, 6.06, 6.09 and 12.04 hereof, which shall survive until such Debt Securities shall mature or are redeemed, as the case may be, and are paid in full. Thereafter, Sections 6.06, 6.09 and 12.04 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each s tating tha t all condition s precedent herein provided for relating to the satisfaction and disc harge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture, the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debt Securities.
SECT I ON 12.02. D eposited Moneys to be Held in Trust b y Trustee.
Subject t o th e provisions of Section 1 2.04, all moneys deposited with the Trustee pursuant to Section 1 2.01 shall be held in trust and applied by it to the payment, either directly or through any Payi n g Agent (including the Company if acting as its own Paying Agent), t o t he holders of t he part i cular D ebt Securities fo r the payment of which such moneys have been deposited with the T rustee, of a ll sums due and to become due the r eon for principal, and premium, if any, and interest.
S ECT I ON 12.03. Paying Agent to Repay Moneys H eld.
Upon the satisfaction and discharge of this Indenture, all moneys then held b y any P aying Agent o f the Debt Securities (othe r than the Trustee) shall, upon demand of t he Company, b e repaid t o the Company or paid to the Trustee, and thereupon such Paying Agent sha ll be re l eased from all further l iability wi t h respect to such moneys.
SECTION 1 2.04. Return of Unclaimed Moneys.
Any moneys deposited with or paid to the Trustee or any Paying Agent for payment of th e principa l of, and premium, if any, or interest on De b t Securities and not app li ed but r emaining unclaimed by the ho l ders of Debt Securities fo r two years after the date upon whic h the princ i pal of, and premium, if any, o r interest on such D e b t Sec uri ties, as the case may be, shall have become due and payab l e, shall be repaid t o the Company by the Trustee or such P aying Agen t on written demand; and the ho l der of any of the Debt Sec uri ties sha ll thereafter l oo k only t o the Company for any payment which such ho l de r may b e entitled to collect and all liabi l ity of the Trus t ee or such Paying Agent with respect to such moneys sha ll thereupon cease.
ARTICLE XIII
IMMUNITY OF INCORPORATORS, STOCKHOLDERS,OFFICERS AND DIRECTORS
SECT I ON 13.01. Indenture and Debt Securities So l ely Corporate Ob li gations.
No recou r se for th e payment of the p rincipa l of o r premium, if any, or interest on any D e b t Security, or for any c l aim based thereon or otherwise in respect thereof, an d no recourse under or upon any obligation, covenan t or agreement of t h e Company in this In d enture o r in any su p plementa l in d enture, or in any such D ebt Security, or because of the creation of any indebtedness represente d there b y, sha ll be had against any inco rp orator, stockho l der, office r, director, em p l o yee or agent, as such, past, present or future, of the Company or of any p re d ecessor or successor corporation of the Company,

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eithe r directly o r through the Company or any successo r corpo r ation of the Company, whether by virtue of any constitut i on, statute or rule of l aw, or b y the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expres s ly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Debt Securities
ARTICLE XIV
MISCELLANEOUS PROVISIONS
SECTION 1 4.01. Successors.
All the covenants, stipu l ations, promises and agreements of the Company contained i n this Indenture s h all bind its successors and assigns w hether so expressed or not.
SECT I ON 14.02. Officia l Act s by Successor Entity.
Any ac t or proceeding by any provision of this Indenture authorized or required to be done o r performed by any board, committee o r officer of the Company shall and may be done and performed with l ike force and effect by the like board, committee, officer or other authorized Person of any entity that shall at the time be the l awful successor of the Company.
SECTION 1 4.03. Surrender of Company Powers.
The Company by instrument in writing executed by authority of 2/3 (two-thirds) of its Board of D irectors and delivered to the Trustee may surrender any of the p owers reserved to the Company and the r eu p on such power so surrendered shall terminate b oth as to the Company and as to any permitted successor.
SECTION 1 4.0 4. Addresses for Notices, etc.
Any notice or demand which by any provision of this Indenture is required or p erm i tte d to be given or served by the T rustee or by the Securityholders on the Company may be given or served in writing, du l y signed by the party giving such notice, and shall be delivered, telecop i ed (which t elecopy sha ll be fo ll owed by notice delivered o r mailed by first class mail) or mailed by first class mai l to the Company at:
Central Bancorp, Inc.
4 555 W. Walnut Street
Garland, Texas 75042
Attention: Keith Ward
Any notice, direction, reques t or deman d by any Securityho l der or the Company to o r up on t he Trustee shall be deemed t o ha v e been sufficiently given or made, for all purposes, if given or made in writing at the office of JPMorgan Chase Bank, N a tiona l Association at:
600 T r avis Str e et, 50 th Floo r
H ouston, Texas 77002
Attn: Wo rl dwide Securities Services - Central Bancorp Statutory Trust I
SECTION 14.05. Governing Law.

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This Indenture and the Debt Securities shall each be governed by, and construed in accordance with, the laws of the State of New Y ork, without regard to conflict of laws princi p les of said State other than Section 5-1401 of the New York Genera l Obligations Law.
SECTION 1 4.06. Evidence of Complianc e with Conditions Precedent.
Upon any app l ication o r demand by the Company to th e Trustee to take any ac t ion under any of the provisions of this Indenture, the Company sha ll furnish to the Trustee an Officers' Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Op i n i on of Counse l stating that, in the opinion of such coun s e l, all such conditio n s pr e cedent have been complied with (except that no such Opinion of Coun s el is required to be furni s hed to t h e Trustee in connection with th e authentication and i s suance of Debt Securitie s i s sued on th e date ofthis Inde n ture).
Each certificate or opinion provided for in this Inde n ture and delivered to the Trustee with res p ect to compliance with a condition or covenant p rovided for in this Indenture (exce p t certificates delivered pursuant to Section 3.05) shall inc l ude (a) a statement that the person making such cert i ficate or opinion has read such covenant or condition and the definitions relating thereto; (b) a b rief statemen t as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statemen t that, in the opinion of suc h person, h e o r she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whethe r or n ot suc h covenant or condition has been comp l ied with; and (d) a statement as to whether o r not, in the opinion of s u ch person, such condition or covenant has b een complied wit h.
SECTION 14.07. Non-B usiness Days.
Notwithstanding anything to the contrary contained herein, if any Interest Payment Date, o t her t h an on the Maturity D ate, any Redemption Date o r the Special Redemption Date, falls on a day t hat is not a Busi n ess Day, then any interest payab l e will be paid on, and such Interest Payment Date wi ll be moved to, the next succeeding Business Day, and additiona l interest will accrue for each day that such paym e nt is delayed as a r esult thereof. If the Maturity Dat e, any Redemption Date or the Special Redemption Date falls on a day that is not a Busine ss Day, then the principal, pr e mium, if any, and/o r interest payab l e on such d ate will be paid on th e next s u cceeding Business Day, and no additiona l intere s t will accrue i n respect of such payment made on such next succeeding Business Day.
SECTION 1 4.08. Table of Contents, Headings, etc.
T h e ta b le of contents an d the ti tl es and headings of the articles and sections of this Inde n ture have been inserted for convenience of reference only, are not to be conside r ed a part he r eof, an d sha ll in no way modify or r estrict any of the terms or provisions hereof.
SECTION 14.09. Execution in Counterpart s.
This Indenture may be e x ecuted in an y number of count e rparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.
SECTION 14.10. Se v erabilitv.

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In case any one or more of the provisions contained in this Indenture or in the Debt Securities shall for any reason be held to be in v alid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other pro v isions of this Indenture or of such Debt Securities, but this Indenture and s uch Debt Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.
SECTION 14.11. Assignment.
Subject to Article XI, the Compan y will ha v e the right at all time s to assign any of its rights or obligations under this Indenture and the Debt Securities to a direct or indirect wholly owned Subsidiary of the Company; provided, ho w e v er, that, in the e v ent of any such assignment, the Company will remain liable for all s uch obligations. Subject to the foregoing, this Indenture is binding upon and inures to the benefit of the parties here t o and their resp ec tive s uccessors and assigns. This Indenture may not otherwise be assigned b y the parties thereto.
SECTION 14.12. Acknowledgment of Rights.
The Company ackno w ledges that, wi t h respect to an y Debt Securities held by the Trust or the Institutional Trustee of the Trust, if the Institutional Trustee of the Trust fails to enforce its rights under this Indenture as the holder of Debt Securities held as the assets of the Trust after the holders of a majority in Liquidation Amount of the Capital Securities of the Trust have so directed in writing such Institutional Trustee, a holder of record of such Capital Securities may to the fullest extent permitted by law institute legal proceedings directly against the Company to enforce such Institutional Trustee's rights under this Indenture without first instituting any legal proceedings again s t such Institutional Trustee or any other Person. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and such event is attributable to the failure of the Company to pay interest (or premium, if any) or principal on the Debt Securities on the date such interest (or premium, if any) or principal is otherwise due and payable (or in the case of redemptio n, on the redemption date), the Company acknowledges that a holder of record of Capital Securities of the Trust may directly institute a proceeding against the Company for enforcement of payment to such holder directly of the principal of (or premium, if any) or interest on the Debt Securities having an aggregate principal amount equal to the aggregate Liquidation Amount of the Capital Securities of such holder on or after the respective due date specified in the Debt Securities.
ARTICLE XV
SUBORDINATION OF DEBT SECURITIES
SECTION 15.01. Agreement to Subordinate.
The Company covenants and agrees, and each holder of Debt Securities issued hereunder and under any supplemental indenture (the "Additional Provisions") by such Securityholder's acceptance thereof likewise covenants and agrees, that all Debt Securities shall be issued subject to the provisions of this Article XV; and each holder of a Debt Security, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions.
The payment by the Company of the payments due on all Debt Securities issued hereunder and under any Additional Provisions shall, to the extent and in the manner hereinafter set forth, be subordinated and junior in right of payment to the prior payment in full of all Senior Indebtedness of the Company, whether outstanding at the date of this Indenture or thereafter incurred.

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No provision of this Article XV shall prevent the occurrence of any Default or
Event of Default hereunder.
SECTION 15.02. Default on Senior Indebtedness.
In the event and during the continuation of any default by the Company in the payment of principal, premium, interest or any other payment due on any Senior Indebtedness of the Company following any applicable grace period, or in the event that the maturity of any Senior Indebtedness of the Company has been accelerated because of a default, and such acceleration has not been rescinded or canceled and such Senior Indebtedness has not been paid in full, then, in either case, no payment shall be made by the Company with respect to the payments due on the Debt Securities.
In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 15.02, such payment shall, subject to Section 15.06, be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing within 90 days of such payment of the amounts then due and owing on the Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Indebtedness.
SECTION 15.03. Liquidation; Dissolution; Bankruptcy.
Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, inso l vency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on the Debt Securities; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Securityholders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XV, shall be paid by the Company, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Securityholders or by the Trustee under this Indenture if received by them or it, directly to the ho l ders of Senior Indebtedness of the Company (pro rata to such ho l ders on the basis of the respective amounts of Senior Indebtedness held by such holders, as ca l culated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Securityholders.
In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in fu ll, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under

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any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company remaining unpaid to the extent necessary to pay such Senior Indebtedness in fu ll in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness.
For purposes of this Article XV, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XV with respect to the Debt Securities to the payment of all Senior Indebtedness of the Company, that may at the time be outstanding, provided, that (a) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (b) t he rights of the ho l ders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company w i th, or the merger of the Company into, another corporation or the l iquidation o r dissolution of the Company following the conveyance, transfer or other disposition of its property as an entirety, or s u bstantially as an entirety, to another corporation upon the terms and conditions provided for in Article XI of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 1 5.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XI of this Indenture. Nothing in Section 15.02 or in this Section 15.03 shall apply to claims of, or payments to, the Trustee under or pur s uant t o Sect i on 6.06 of this Indenture.
SECTION 15.04. Subrogation.
Subject to the payment in full of all Senior Indebtednes s of the Company, the Securityholders shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to such Senior Indebtedness until all payments due on the Debt Securities shall be paid in full; and, for the purpose s of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to whi c h the Securityholders or the Trustee would be entitled except for the provisions of this Article XV, and no payment over pursuant to the provisions of this Article XV to or for the benefit of the holders of such Senior Indebtedness by Securityholders or the Tru s tee, shall, as between the Compan y, its creditors other than holders of Senior Indebtednes s of the Company, and the holders of the Debt Securitie s be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is understood that the provi s ions of this Article XV are and are intended s olely for the purpose s of defining the relative rights of the holders of the Debt Securities, on the one hand, and the holders of such Senior Indebtedness, on the other hand.
Nothing con t ained in this Article XV or else w here in this Indenture, any Additional Provisions or in the Debt Securities is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness of the Company, and the holders of the Debt Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debt Securities all payments on the Debt Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debt Securities and creditors of the Company, other than the holders of Senior Indebtedness of the Company, nor shall anything herein or therein prevent the Trustee or the holder of any Debt Security from exerc i sing all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect of cash, property or securities of the Compan y received upon the exercise of an y such remedy.

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Upon any payment or distribution of assets of the Company referred to in thi s Article XV, the Trustee, subject to the pro vi sions of Article VI of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or dec r ee made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or di s tribution, deli v ered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtednes s and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amount s paid or distributed thereon and all other facts pertinent thereto or to this Article XV.
SECTION 15.05. Trustee to Effectuate Subordination.
Each Securityholder by such Securit y holder's acceptance thereof authorizes and directs the Trustee on such Securityholder's behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article XV and appoints the Trustee such Securityholder's attorney-in-fact for any and all such purposes.
SECTION 15.06. Notice by the Company.
The Company shall give prompt written notice to a Responsible Officer of the Trustee at the Principal Office of the Trustee of any fact known to the Company that would prohibit the making of any payment of moneys to or by the Trustee in respect of the Debt Securities pursuant to the provisions of this Article XV. N otwithstanding the provisions of this Article XV or any other provision of this Indenture or any Additional Provisions, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of moneys to or by the Trustee in respect of the Debt Securities pursuant to the provisions of this Article XV, unless and until a Responsible Officer of the Trustee at the Principal Office of the Trustee shall ha v e received written notice thereof from the Company or a holder or holders of Senior Indebtedness or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 15.06 at least two Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Debt Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.
The Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself or herself to be a holder of Senior Indebtedness of the Company (or a trustee or representative on behalf of such holder) to establish that s uch notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this Article XV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article XV, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

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SECTION 15.07. Rights of the Trustee, Holders of Senior Indebtedness.
The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article XV in respect of any Senior Indebtedness at any time held by it, to the same extent as any other h older of Senior Indebtedness, and nothing in this In d enture or any Additiona l Provisions shall deprive the Trustee of any of i ts rights as such h o l der.
With respect to the holders of Senior Indebtedness of the Company, the Trustee undertakes to p erform or to observe only such of its covenants and obligat i ons as are specifically set forth i n this Article XV, and no implied covenants o r obligations with respect to the holders of such Senior Indebtedness sha ll be read into this Indenture or any Additiona l Provisions against the Trustee. The Trustee shall not owe or be deemed to owe any fiduciary duty to the holders of such Senior Indebtedness and, subject to the provisions of Article VI of this Ind e nture, the Trustee sha ll not be liab l e to any holder of such Senior Indebtedness if it s h all pay over o r deliver to Securityho l ders, the Company o r any other Person money or assets to which any h older of such Senior Indebtedness shall be entitled by virtue of this Artic l e XV or otherwise.
Nothing i n this Artic l e XV sha ll app l y to c l aims of, or payments to, the Tru s tee under or p ursuant to Section 6.06.
SECTION 15.08. Subordinat i on May Not Be Impaired.
No right of any present o r future ho l der of any Senior Indebtedness of the Company t o enforce subordination as herein prov i ded sha ll at any time in any way be prejudiced or impaired b y any act o r fai l ure to act on the part of the Company, or by any act or fai l ure to act, in good fai t h, by any such hol d e r, or by any noncompl i ance b y the Company, with the terms, provisions and covenants of this In d enture, rega r dless of any knowledge thereof that any such h o l de r may h ave or otherwise b e charged with.
Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Inde b tedness of the Com p any may, at any time and from time to time, without the co n sent of or not i ce to the Trustee or the Securityholders, without incurring responsi b ility to the Security h o l ders and without impairing or re l eas i ng the subordination provided in this Article XV or the obliga t ions hereun d er of the holde r s of the Debt Securities to the holders of such Senior Indebtedness, do any one or more of the following: (a) change the manner, place or terms of payment or exte nd the time of payment of, or r enew or a l ter, such Senior Indebtedness, or o t herw i se amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (b) se ll, exchange, r elease or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (c) release any Person liab l e in any manner fo r the collection of such Senior Indebtednes s; and (d) exercise or r efrain from exercising any rights against the Company, and any other Person.
JPMorgan Chase Bank, Nat i ona l Association, in its capacity as Trustee, he r e b y accepts the trusts in t his Indenture declared and provided, u pon the terms and con d itions h erein above set forth.IN W I TNESS WHERE O F, the parties h ereto have caused th i s Inde n ture to b e duly executed b y their respec t ive officers t h e r e unt o duly authorized, as o f t h e day and year first a bo ve w ri tte n.

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IN W I TNESS WHERE O F, the parties h ereto have caused th i s Inde n ture to b e duly executed b y their respec t ive officers t h e r e unt o duly authorized, as o f t h e day and year first a bo ve w ri tte n.

(8) Central Bancorp, Inc. AU\4171308.5 358764-2 |  |

IN WITNES S WHER E OF, th e p art i es h e r e t o h ave ca u s ed th is Ind e ntur e t o be dul y exec ut e d b y th e ir r es pe c ti ve o ffi cers th ere un to d u l y a u t h orize d, as o f th e d ay an d year fi r s t a bo ve w ri tte n.

(8) Central Bancorp, Inc. AU\4171308.5 358764-2 |  |

EXHIBIT A
FORM OF JUNIOR SUBORDINATED DEBT SECURITY
DUE2035
[FORM OF FACE OF SECURITY]
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATIO N HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO A "NON U.S. PERSON" IN AN "OFFSHORE TRANSACTION" PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SE C URITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS AND WARRANTS THAT IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "COD E"), (EACH A "PLAN"), OR AN ENT ITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING "PLAN ASS E TS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNL E SS SUCH PURCHAS E R OR HOLDER

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IS ELIGIBLE F OR THE EXEMPTIV E RELIE F AVAILABLE UND ER U.S. D E PARTME N T OF LABOR PROHIBITED TRANSACTION CL ASS E XE MPTION 96-23, 95-6 0, 9 1-3 8, 90-1 OR 8 4-14 OR ANOTHER APPLICAB L E EXEMPTIO N OR ITS PURCHAS E AND HOLD IN G OF T H IS S EC URITY IS NOT PROHIBITED BY S E CTION 4 0 6 OF E RISA OR SECTIO N 4975 OF THE C ODE WITH RESP EC T TO S U CH PURCHASE OR HO L D IN G. ANY P UR CHAS E R OR HOLD E R OF THIS S E CURITY OR ANY INTEREST THEREIN WILL BE DEEMED T O HA VE REPRESENTED BY ITS PUR C HAS E AND HQLDING THE RE OF THAT EIT HE R (i) IT IS NOT AN E MP L O YEE B E NEFIT PLAN WITHIN THE ME ANIN G OF S E CTION 3(3) OF E RISA, OR A PLAN TO WH ICH SECTIO N 4975 O F THE C OD E IS APPLI C ABLE, A TRUSTE E OR OTHER P E RSON ACTING O N B E HALF OF AN E MPLO YEE BE NE FIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTIT Y U S IN G THE ASSE T S OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) S UC H PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSAC T IO N UNDER S E CTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS N O APPLICABLE STATUTOR Y OR ADMINISTRATIVE EXEMPTIO N.
IN CONNECTION WITH ANY TRANSFER. THE HOLDER OF THIS SECURITY WILL DELIVER TO THE COMPANY AND TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY TH E INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE F OREGO IN G RESTRIC T IO N S.
THIS S E CURITY WILL BE ISSUED AND MAY B E TRANSFERRED ONLY IN BLOCKS HA YING A PRINCIPAL AMOUNT OF NOT LESS THA N $100,000 AND MULTIPL E S OF $1,000 IN EXC ESS THEREOF. ANY ATTEMPTED TRANS FE R OF THIS SECURITY IN A BLOCK HA YING A PRIN C IPAL AMOUNT OF LESS THAN $1 0 0,000
SHALL BE D E EMED TO BE VOID AND OF NO LEGAL EF FEC T WHATSOEVER. ANY SUCH PURPORTED TRANSFERE E SHALL BE DEEM E D NOT TO B E THE H OLDER OF THIS SECURITY F OR ANY PURPOSE, INC LUDING, BUT N OT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS S E CURITY, AND S U CH PURPORT E D TRANSF E REE SHALL B E DEEMED TO HAVE NO INTEREST WHATSO EVE R IN THIS SECURITY.
THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE CORPORATION. THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED CREDITORS OF THE COMPANY, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMP ANY OR ANY OF ITS SUBSIDIARIES AND IS N OT SECURED.
Form of Junio r Subordinated Debt Security due 2035 of
Central B anco rp, Inc.
Centra l Bancorp, Inc., a bank ho l ding company incorporated in Texas (the "Company"), for v a l ue rece i ved promises to pay t o JPMorgan Chase B ank, National A s sociation, not in its in d ivi d u a l ca p acity but so l ely as Institutional Tru s tee for Central Bancorp S t atu t ory Trust I, a D e l aware s t atutory trust (the "H older"), or registered assigns, the principa l sum o f Twe n ty Six Million Eight H undred Five Thousan d Do ll ars o n March 1 5, 2036 and to p ay inte r est on said principa l sum from D ecembe r 27, 2 005, or from the most recent interest payment date (each suc h d a t e, an "Interest P a yment Date") to which interest has been paid or duly provide d for, q uarte rl y (subjec t t o d eferral as set fo rth herein) in arrears on March 1 5, June 1 5, Septem b er 1 5 and D ecember 1 5

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of each year commencing March 15, 2006, a t the rate of 6.255% (the "Fixed Rate") p er annum unti l March 1 5, 201 1 (the ''Fixed Rate P eriod'') and thereafter at a variab l e per annum r ate equa l to LIBO R (as defined in the Indenture) plus 1.40% (the ''Variab l e Rate" and toge th er with the Fixed Rate the "Intere s t Rate'') (provided, howeve r, that the Interest R ate fo r any Interes t P ayment Period may not exceed the highest ra t e permitted b y New York l aw, a s the same may b e modified by United S tates law of general applicability) unti l the principal hereof sha ll have become du e and p a y able, and on an y overdue principal and (without d u plica t ion and to t h e extent that payment of such inte r e s t is enfo r ceable under applicable l aw) on any overdue insta l lment of inte r es t at an annual rate equal to the In t erest R ate in effect for e ach such Ex t e n sion P erio d com p ounded q uarter l y. The amount of interest payab l e on any In t erest P ayment Date s h all be computed d uring the Fixed Rate P eriod on the basis of a 360-day year of twe l ve 30-day months and the amount pa y able for any partial period shall b e computed on the b asis of t he number of days e l apsed in a 360 day y ear of twe l ve 30 d a y months, and thereafter on the basis of a 360-day year and the actua l number of da ys elap s ed in the re l evant inte r est p eriod.
Notwithstanding anything to the contrary contained herein, if any Interest Payment Dat e, other
than on the M a turity Da t e, any R edemption Date or the Spec i al Redemption Date, falls on a day that is not a Bu siness D ay, then an y interest payable will be paid on, and suc h Interest Payment Date w ill b e moved t o, the ne x t succeeding Business D ay, an d additiona l in t eres t will accrue fo r eac h day tha t such p ayment is dela y ed as a res ul t thereof. If the Maturi ty D ate, any Redemption D a t e or the Special Re d emption D ate fa ll s on a day t hat is not a Business D a y, then the p rincipal, p remium, if any, and/or i nterest p ayable on such date will be p aid on the next succeeding B usiness D a y, and no additional in t eres t will accrue in re s pect of such p ayment made on suc h next s u cceeding Bu siness D ay. The intere s t in s tallment so payab l e, and p unctua ll y pa id o r dul y p rovided for, on any Interes t Payment Date wiU, as provided in the In d enture, be paid t o the Per son in whose name this Debt Sec uri ty (or one or more Predecessor Securities, as define d in sa id In de n ture) is registe r e d at the close of busine s s on the regu l ar r ecord date for s u c h interest in sta l lment, except that interes t and any D eferred Interest pa y able on the Maturity Date sha ll be pai d t o the P erson to whom principal is p aid. Any su c h interest installment n ot p unctually paid o r d uly prov i ded for sha ll forthwith cease to b e payab l e to the regi s te r ed holders on such regular r ecord d ate and may b e paid to the Person in whose name this De bt Security (o r one or more Pr edecessor Deb t Securities) is regi s tered at the close of business on a s p ecial record date to be fixed b y th e Trustee fo r t he paymen t of su c h defau l ted in t erest, notice whereof s hall be given t o the r egistered holders of the D eb t Securities not l ess than 1 0 days prior to such spec i al record date, all as more fully provided in the Indenture. The principal of and interest on this Debt Security shall be payable at the office or agency of the Trustee (or other Paying Agent appointed by the Company) maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered holder at such address as shall appear in the Debt Security Register or by wire transfer or immediately available funds to an account appropriately designated by the holder hereof. Notwithstanding the foregoing, so long as the holder of this Debt Security is the Institutional Trustee, payment of the principal of and premium, if any, and interest on this Debt Security shall be made in immediately available funds when due at such place and to such account as may be designated by the Institutional Trustee. All payments in respect of this Debt Security shall be payable in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts.
Upon submission of Notice (as defined in the Indenture) and so long as it is acting in good faith, and so long as no Event of Default pursuant to paragraphs (c), (e) or (f) of Section 5.01 of the Indenture has occurred and is continuing, the Company shall have the right, from time to time and without causing an Event of Default, to defer payments of interest on the Debt Securities by extending the interest distribution period on the Debt Securities at any time and from time to time during the term of the Debt Securities, for up to 20 consecutive quarterly periods (each such extended interest distribution period, an

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"Extension Period"), during which Extension Period no interest shall be due and payable (except any Additional Interest that may be due and payable). During any Extension Period, interest will continue to accrue on the Debt Securities, and interest on such accrued interest (such accrued interest and interest thereon referred to herein as "Deferred Interest") will accrue at an annual rate equal to the Interest Rate applicable during such Extension Period, compounded quarterly from the date such Deferred Interest would have been payable were it not for the Extension Period, to the extent permitted by law. No Extension Period may end on a date other than an Interest Payment Date. At the end of any such Extension Period the Company shall pay all Deferred Interest then accrued and unpaid on the Debt Securities; provided, however, that no Extension Period may extend beyond the Maturity Date, any Redemption Date (to the extent redeemed), or any Special Redemption Date; and provided, further, however, during any such Extension Period, the Company may not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock or (ii) make any payment of principal of or premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Debt Securities or (iii) make any payment under any guarantees of the Company that rank in all respects pari passu with or junior in respect to the Capital Securities Guarantee (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of any exchange, reclassification, combination or conversion of any class or series of the Company's capital stock (or any capital stock of a subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any Extension Period, the Company may further extend such Extension Period; provided, that no Extension Period (including all previous and further consecutive extensions that are part of such Extension Period) shall exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all Deferred Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. No interest or Deferred Interest shall be due and payable during an Extension Period, except at the end thereof, but Deferred Interest shall accrue upon each installment of interest that would otherwise have been due and payable during such Extension Period until such installment is paid. The Company must give the Trustee notice of its election to begin or extend an Extension Period no later than the regular record date applicable to the next succeeding Interest Payment Date.
The indebtedness evidenced by this Debt Security is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Debt Security is issued subject to the provisions of the Indenture with respect thereto. Each holder of this Debt Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on such holder's behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee such holder's attorney-in-fact for any and all such purposes. Each holder hereof, by such holder's acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior

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Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions.
The Company waives diligence, presentment, demand for payment, notice of nonpayment, notice of protest, and all other demands and notices.
This Debt Security shall not be entitled to any benefit under the Indenture hereinafter referred to and shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by or on behalf of the Trustee.
The provisions of this Debt Security are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.
[FORM OF REVERSE OF SECURITY]
This Debt Security is one of a du l y authorized series of Debt Securities of th e Company, all issued or to be issued pursuant to an Indenture (the "Indenture"), dated as of December 27, 2005, d ul y executed and delivered between the Company and JPMo r gan Chase Bank, Nationa l Assoc i ation, as Trustee (the "Trustee"), to which In d enture an d all in d enture s supp l ementa l thereto r efe r ence is hereby made fo r a description of the rights, limi t ations of righ t s, obligations, du ties and immunities thereun d er of the Tru s tee, the Company and th e ho l de r s of the D e b t Securi t ies (referre d to herein as the "D ebt Securitie s") of w hi ch t his Debt Security is a part. The summary o f the terms of this D e b t Securi ty conta i ned herein does not purport to be comp l ete and is qualified b y reference to the In d enture.
Upon the occurrence and c on tinuati o n of a Tax Event, an In v estment Company Event or a Capi t a l Treatment E v ent (each a "S pecial Even t"), this D ebt Security may b ecome d u e and paya bl e, in wh o le or in p art, a t any time, within 90 days following the occurrence of such Tax Event, In vestment Company Event or Capita l T r eatment E v ent (t h e "Sp ecial Redem p tion D a t e"), as the case may b e, at the Special Redemption Price.
T he Com p any shall also have the right to redeem this D ebt Securi t y a t the o p t i on of the Com p any, in whole or in p art, o n an y March 15, June 1 5, September 1 5 or December 15 on o r after March 1 5, 201 1 (a "R e demption D ate"), at the Redemption Price.
Any redemption p ursuant to the preceding paragr a ph will be made, subject to th e rece i pt b y th e Company of p rio r appr o va l from any regulatory autho ri ty w ith jurisdiction o v er the Com p any i f s u c h approva l is t h en required under app li cable capital guide l ines o r p olicies of such regu l atory au th ority, u pon n ot l ess than 30 da y s' nor more t han 60 days' notice. If the D ebt Securities are only partially redeemed by the Company, the D ebt Securities wi ll be redeemed pro r ata or b y l ot or b y any other method utilized by the Trustee.
"Re d emp t ion Price" means 1 00% of the principal amount of the D e b t Securities being r edeemed plus accrued and unpaid interest on suc h D ebt Securitie s to t h e Redem p tio n D ate.
"Specia l Re d emption P ri ce" means, with res p ect to the redemption of any D e bt S ecuri t y fo ll owing a S p ecia l E v ent, an amount in cash equal t o 103.525% of the pri ncipal amo u nt of Debt S ecuri t ies to b e r edeeme d prior to March 1 5, 2007 and thereafter equal to the percentage o f the pri nc ip a l amo un t of the Debt S ecurities t hat is specified be l ow fo r the S p ecia l R edemption D ate plu s, in each case, unpaid interest accrued the r eon to the Special R edemption D ate:

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S p ecial Redem p tion D uring the 1 2-Month P eri od Beginning March 15 | Percentage of Princi p al Amount
2007 | 103.140%
2008 | 102.355 | %
2009 | 101.57 | %
2010 | 100.785%
20 11 and thereafter | 100 | %

In the event ofredemption of this Deb t Security in part only, a new Debt Security or Debt Securities for the unredeemed portion hereof will be issued in the name of the holder h e reof upon the cancellation hereof.
In certain cases where an Event of Default, as defined in the Ind e nture, shall ha v e occurred and be continuing, the principal of all of the Debt Securities may be declared, and, in certain cases, shall ipso facto become, due and pa y able, and upon such declaration of acceleration shall become due and payable, in each case, in the manner, with the effect and subject to the conditions provided in the Indenture.
The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Debt Securities at the time outstanding affected thereby, as sp e cified in the Indenture, to e x ecute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debt Securities; pro v ided, how e ver, that no such supplemental indenture shall, among other things, without the consent of the holders of each Debt Security then outstanding and affected thereby (i) change the Maturity Date of any Debt Security, or reduce the principal amount thereof or any premium thereon, or reduce the rate (or manner of calculation of the rate) or extend the time of payment of interest thereon, or reduce (other than as a result of the maturity or earlier redemption of any such Debt Security in accordance with the terms of the Indenture and such Debt Security) or increase the aggregate principal amount of Debt Securities then outstanding, or change any of the redemption provisions, or make the principal thereof or any interest or premium thereon payable in an y coin or currency other than United States Dollars, or impair or affect the right of any holder of Debt Securities to institute suit for the payment thereof, or (ii) reduce the aforesaid percentage of Debt Securities, the holders of which are required to consent to any such supplemental indenture. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Debt Securities at the time outstanding, on behalf of all of the holders of the Debt Securities, to waive any past default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture, and its consequences, except (a) a default in payments due in respect of any of the Debt Securities, (b) in respect of covenants or provisions of the Indenture which cannot be modified or amended without the consent of the holder of each Debt Security affected, or (c) in respect of the covenants of the Company relating to its ownership of Common Securities of the Trust. Any such consent or waiver by the regi s tered holder of this Debt Security (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Debt Security and of any Debt Security issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debt Security.

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No reference herein to the Indenture and no pro v ision of this Debt Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay all payments due on this Debt Security at the time and place and at the rate and in the money herein prescribed.
As provided in the Indenture and subject to certain limitations herein and therein set forth, this Debt Security is transferable by the registered holder hereof on the Debt Security Register of the Company, upon surrender of this Deb t Security for registration of transfer at the office or agency of the Trustee in Houston, Texas accompanied b y a written instrument or instruments of transfer in form satisfactory to the Company or the Trustee duly executed by the registered holder hereof or such holder's attorney duly authorized in writing, and thereupon one or more new Debt Securities of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be made for any such registration of transfer, but the Company ma y require payment of a sum sufficient to cover any tax or other governmental charge pa y able in relat i on thereto.
Prior to due presentment for regi s tration of transfer of this Debt Security, the Company, the Trustee, any Authenticating Agent, an y Paying Agen t, any transfer agent and the Debt Security registrar may deem and treat the registered holde r hereof as the absolute owner hereof (whether or not this Debt Security shall be o v erdue and n o twith s tanding any notice of ownership or writing hereon) for the purpose of r ecei v ing payment of the principal of and premium, if any, and interest on this Debt Security and for all other purpo s e s, and neither the Company nor the Trustee nor any Authenticating Agent nor an y Paying Agent nor an y tran s fer agent nor any Debt Security registrar shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the princ i pal of or the interest on this Debt Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorpora t or, stockholde r, officer or director, past, pre s ent or future, as such, of the Company or of any predecessor or succes s or corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly wai v ed and released.
The Debt Securities are issuable only in registered c ertificated form wi thout coupons. As provided in the Indenture and subject to certain limitations herein and therein set forth, Debt Securities are exchangeable for a like aggregate principal amount of Debt Securities of a different authorized denomination, as requested b y the holder surr e ndering the same.
All terms used in this Debt Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THE DEBT SECURITIES, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF {OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).

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