EXHIBIT 4.12 FORM OF SUBORDINATED INDENTURE Between

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EXHIBIT 4.12

FORM OF
SUBORDINATED INDENTURE

Between

AIRTOUCH COMMUNICATIONS, INC.

and

________________________, AS TRUSTEE

Dated as of ___________, 1995

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TABLE OF CONTENTS

ARTICLE ONE

DEFINITIONS

Section 1.01 Certain Terms Defined . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certified Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depository . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Global Subordinated Security . . . . . . . . . . . . . . . . . . . . . . . . .
Subordinated Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest Payment Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Officer's Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Original Issue Discount Subordinated Security . . . . . . . . . . . . . . . . .
Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Periodic Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Principal Office of the Trustee . . . . . . . . . . . . . . . . . . . . . . . .
Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Register . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Responsible Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subordinated Security or Subordinated Securities . . . . . . . . . . . . . . .
Subordinated Securityholder; Holder . . . . . . . . . . . . . . . . . . . . . .
Stated Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Supplemental Subordinated Indenture . . . . . . . . . . . . . . . . . . . . . .
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trust Indenture Act of 1939 . . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE TWO

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION,
TRANSFER AND EXCHANGE OF SUBORDINATED SECURITIES

Section 2.01 Amount, Series, Execution, Authentication
and Delivery of Subordinated Securities . . . . . . . . . . . . . . . . . .

Section 2.02 Form of Subordinated Securities and Trustee's
Certificate of Authentication . . . . . . . . . . . . . . . . . . . . . . . .

Section 2.03 Denominations; Payment of Interest
on Subordinated Securities . . . . . . . . . . . . . . . . . . . . . . . . .

Section 2.04 Execution of Subordinated Securities . . . . . . . . . . . . . . . . . . . . .

Section 2.05 Registration, Transfer and Exchange
of Subordinated Securities . . . . . . . . . . . . . . . . . . . . . . . . .

Section 2.06 Temporary Subordinated Securities . . . . . . . . . . . . . . . . . . . . . . .

Section 2.07 Mutilated, Destroyed, Lost or Stolen
Subordinated Securities . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 2.08 Cancellation and Destruction of
Surrendered Subordinated Securities . . . . . . . . . . . . . . . . . . . . .

Section 2.09 Subordinated Securities in Global Form;
Depositories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE THREE

REDEMPTION OF SUBORDINATED SECURITIES

Section 3.01 Redemption of Subordinated Securities . . . . . . . . . . . . . . . . . . . . .

Section 3.02 Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 3.03 Selection of Subordinated Securities for Redemption . . . . . . . . . . . . . .

Section 3.04 Partial Redemption of Registered
Subordinated Security . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 3.05 Effect of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE FOUR

PARTICULAR COVENANTS OF THE COMPANY

Section 4.01 Payment of Principal of and Interest
on Subordinated Securities . . . . . . . . . . . . . . . . . . . . . . . . .

Section 4.02 Corporate Existence of the Company;
Consolidation, Merger, Sale or
Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 4.03 Limitations on Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 4.04 Maintenance of Offices or Agencies for
Transfer, Registration, Exchange and
Payment of Subordinated Securities . . . . . . . . . . . . . . . . . . . . .

Section 4.05 Appointment to Fill a Vacancy in the
Office of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 4.06 Duties of Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 4.07 Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE FIVE

SUBORDINATED SECURITYHOLDERS' LISTS AND REPORTS
BY THE COMPANY AND THE TRUSTEE

Section 5.01 Company to Furnish Trustee
Information as to the Names and
Addresses of Subordinated Securityholders . . . . . . . . . . . . . . . . . .

Section 5.02 Preservation of Information;
Communication to Subordinated Securityholders . . . . . . . . . . . . . . . .

Section 5.03 Reports by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 5.04 Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE SIX

REMEDIES OF THE TRUSTEE AND SUBORDINATED SECURITYHOLDERS
ON EVENT OF DEFAULT

Section 6.01 Events of Default; Acceleration, Waiver
of Default and Restoration of
Position and Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 6.02 Covenant of Company to Pay to Trustee
Whole Amount Due on Subordinated Securities on
Default in Payment of Interest or
Principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 6.03 Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . .

Section 6.04 Trustee May Enforce Claims Without
Possession of Subordinated Securities . . . . . . . . . . . . . . . . . . . .

Section 6.05 Application of Moneys Collected by

Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 6.06 Limitation on Suits By Holders of
Subordinated Securities . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 6.07 Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . .

Section 6.08 Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . . . . . . .

Section 6.09 Control By Holders; Waiver of Past
Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 6.10 Trustee to Give Notice of Defaults
Known to It, But May Withhold in
Certain Circumstances . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 6.11 Requirement of an Undertaking to Pay
Costs in Certain Suits Under the
Subordinated Indenture or Against the Trustee . . . . . . . . . . . . . . . .

ARTICLE SEVEN

CONCERNING THE TRUSTEE

Section 7.01 Certain Duties and Responsibilities
of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 7.02 Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 7.03 Trustee Not Responsible for Recitals
or Application of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . .

Section 7.04 Trustee May Own Subordinated Securities . . . . . . . . . . . . . . . . . . . .

Section 7.05 Moneys Received by Trustee to be Held
in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 7.06 Trustee Entitled to Compensation,
Reimbursement and Indemnity . . . . . . . . . . . . . . . . . . . . . . . . .

Section 7.07 Right of Trustee to Rely on Officer's
Certificate Where No Other Evidence
Specifically Prescribed . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 7.08 Disqualification; Conflicting Interest . . . . . . . . . . . . . . . . . . . .

Section 7.09 Requirements for Eligibility of
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 7.10 Resignation and Removal of Trustee;

Appointment of Successor . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 7.11 Acceptance of Appointment by
Successor Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 7.12 Successor to Trustee by Merger,
Consolidation or Succession
to Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 7.13 Preferential Collection of Claims
Against the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE EIGHT

CONCERNING THE SUBORDINATED SECURITYHOLDERS

Section 8.01 Evidence of Action by Subordinated Securityholders . . . . . . . . . . . . . .

Section 8.02 Proof of Execution of Instruments and
of Holding of Subordinated Securities . . . . . . . . . . . . . . . . . . . .

Section 8.03 Who May be Deemed Owners of
Subordinated Securities . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 8.04 Subordinated Securities Owned by the Company or
Controlled or Controlling Persons
Disregarded for Certain Purposes . . . . . . . . . . . . . . . . . . . . . .

Section 8.05 Instruments Executed by Subordinated Securityholders
Bind Future Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE NINE

SUBORDINATED SECURITYHOLDERS' MEETINGS

Section 9.01 Purposes for Which Meetings May be
Called . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 9.02 Manner of Calling Meetings . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 9.03 Call of Meeting by the Company or
Subordinated Securityholders . . . . . . . . . . . . . . . . . . . . . . . .

Section 9.04 Who May Attend and Vote at Meetings . . . . . . . . . . . . . . . . . . . . . .

Section 9.05 Regulations May be Made by Trustee;
Conduct of the Meeting; Voting
Rights - Adjournment . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 9.06 Manner of Voting at Meetings and
Record to be Kept . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 9.07 Exercise of Rights of Trustee and
Subordinated Securityholders Not to be Hindered
or Delayed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE TEN

SUPPLEMENTAL SUBORDINATED INDENTURES

Section 10.01 Purposes for Which Supplemental
Subordinated Indentures May be Entered Into
Without Consent of Subordinated Securityholders . . . . . . . . . . . . . . .

Section 10.02 Modification of Subordinated Indenture with Consent
of Holders of Subordinated Securities . . . . . . . . . . . . . . . . . . . .

Section 10.03 Effect of Supplemental Subordinated Indentures. . . . . . . . . . . . . . . . .

Section 10.04 Subordinated Securities May Bear Notation of Changes
by Supplemental Subordinated Indentures . . . . . . . . . . . . . . . . . . .

ARTICLE ELEVEN

DISCHARGE; DEFEASANCE

Section 11.01 Discharge of Subordinated Indenture . . . . . . . . . . . . . . . . . . . . . .

Section 11.02 Discharge of Liability on Subordinated Securities . . . . . . . . . . . . . .

Section 11.03 Discharge of Certain Covenants and Other
Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 11.04 Discharge of Certain Obligations Upon
Deposit of Money or Subordinated Securities with
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 11.05 Unclaimed Moneys . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE TWELVE

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
AND DIRECTORS

Section 12.01 Incorporators, Stockholders, Officers
and Directors of Company Exempt
From Individual Liability . . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE THIRTEEN

MISCELLANEOUS PROVISIONS

Section 13.01 Successors and Assigns of the Company
Bound by Subordinated Indenture . . . . . . . . . . . . . . . . . . . . . . .

Section 13.02 Notices; Effectiveness . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 13.03 Compliance Certificates and Opinions . . . . . . . . . . . . . . . . . . . . .

Section 13.04 Days on Which Payment to be Made,
Notice Given or Other Action
Taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 13.05 Provisions Required by Trust Indenture
Act of 1939 to Control . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 13.06 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 13.07 Provisions of the Subordinated Indenture and
Subordinated Securities for the Sole Benefit of
the Parties and the Subordinated Securityholders . . . . . . . . . . . . . .

Section 13.08 Subordinated Indenture May be Executed in
Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

TABLE SHOWING REFLECTION IN THIS SUBORDINATED INDENTURE OF
CERTAIN PROVISIONS OF THE TRUST INDENTURE ACT OF 1939*

Section Section
of Act of Subordinated Indenture
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310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.09
310(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.09
310(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
310(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
310(a)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.09
310(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.08, 7.10
310(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.13(a), 7.13(c)
311(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.13(b), 7.13(c)
311(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.01, 5.02(a)
312(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.02(b)
312(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.02(c)
313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.04(a)
313(b)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
313(b)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.04(b)
313(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.04(c)
313(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.04(d)
314(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.03(a)
314(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.03(b)
314(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.03(c)
314(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.03(d)
314(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
314(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.03
314(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
314(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.03
314(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Omitted
315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01
315(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.10
315(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01
315(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01
315(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.11
316(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.09
316(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Omitted
316(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.06
316(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.09
317(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.02, 6.03
317(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.07
318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.05

______________________

* This Table is not part of the Subordinated Indenture.
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SUBORDINATED INDENTURE

THIS SUBORDINATED INDENTURE, dated as of ___________, 1995, between
AIRTOUCH COMMUNICATIONS, INC., a Delaware corporation (the "Company"), and
________________________, a_____________________ duly organized and existing
under the laws of _______________

WITNESSETH:

WHEREAS, the Company has duly authorized the issuance, sale, execution
and delivery, from time to time, of its unsecured evidences of subordinated
indebtedness (hereinafter referred to as the "Subordinated Securities"),
without limit as to principal amount, issuable in one or more Series, the
amount and terms of each such Series to be determined as hereinafter provided;
and, to provide the terms and conditions upon which the Subordinated Securities
are to be issued, authenticated and delivered, the Company has duly authorized
the execution of this Subordinated Indenture; and

WHEREAS, all acts and things necessary to make the Subordinated
Securities, when executed by the Company and authenticated and delivered by the
Trustee as in this Subordinated Indenture provided, the valid, binding and
legal subordinated obligations of the Company, and to constitute this
Subordinated Indenture a valid indenture and agreement according to its terms,
have been done and performed, and the execution of this Subordinated Indenture
and the issuance hereunder of the Subordinated Securities have in all respects
been duly authorized;

NOW, THEREFORE, THIS SUBORDINATED INDENTURE WITNESSETH:

That in order to declare the terms and conditions upon which the
Subordinated Securities are to be issued, authenticated and delivered, and in
consideration of the premises and of the purchase and acceptance of the
Subordinated 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 Subordinated Securities or of any
Series thereof, as follows:

ARTICLE ONE

DEFINITIONS

SECTION 1.01. CERTAIN TERMS DEFINED. For all purposes of this
Subordinated Indenture, except as otherwise expressly provided or unless the
context otherwise requires:

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

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(b) all other terms used herein which are defined in the
Trust Indenture Act of 1939, either directly or by reference therein,
have the meanings assigned to them therein;

(c) all accounting terms not otherwise defined herein
shall have the meanings assigned to them and all computations herein
provided for shall be made, in accordance with generally accepted
accounting principles, and the term "generally accepted accounting
principles" shall mean such principles as they exist at the date of
applicability thereof; and

(d) the words "herein", "hereof" and "hereunder" and
other words of similar import refer to this Subordinated Indenture as
a whole and not to any particular Article, Section or other
subdivision.

BOARD OF DIRECTORS

The term "Board of Directors" shall mean the Board of Directors of the
Company, or any duly authorized committee of such Board of Directors.

BUSINESS DAY

The term "Business Day" shall mean any day which is not a Saturday or
Sunday or which in the City and County of San Francisco or in The City of New
York is neither a legal holiday nor a day on which banking institutions are
authorized by law or regulation to close.

CERTIFIED RESOLUTION

The term "Certified Resolution" shall mean a resolution of the Board
of Directors of the Company certified by the Secretary or by an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors of
the Company and to be in full force and effect on the date of such
certification.

COMMISSION

The term "Commission" shall mean the Securities and Exchange
Commission, as from time to time constituted, created under the Securities
Exchange Act of 1934, as amended, or if at any time after the execution of this
Subordinated Indenture such Commission is not existing and performing the
duties theretofore assigned to it under the Trust Indenture Act of 1939, then
the body performing such duties at such time.

COMPANY

The term "Company" shall mean Airtouch Communications, Inc., a
Delaware corporation, until a successor corporation shall have become such
pursuant to the applicable provisions hereof, and thereafter "Company" shall
mean such successor Company.

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DEPOSITORY

The term "Depository" shall mean, with respect to the
Subordinated Securities of any Series issuable or issued in whole or in part in
the form of one or more Global Subordinated Securities, the Person designated
as Depository by the Company pursuant to Section 2.01 of this Subordinated
Indenture until a successor Depository shall have become such pursuant to the
applicable provisions of this Subordinated Indenture, and thereafter the term
"Depository" shall mean or include each Person who is then a Depository
hereunder, and if at any time there is more than one such Person, "Depository"
as used with respect to the Subordinated Securities of any such Series shall
mean the Depository with respect to the Subordinated Securities of that Series.

EVENT OF DEFAULT

The term "Event of Default" with respect to Subordinated Securities of
any Series shall mean any event specified as such in Section 6.01 and any other
event as may be established with respect to the securities of such Series as
permitted by Section 2.01. An Event of Default shall "exist" if an Event of
Default shall have occurred and be continuing.

GLOBAL SUBORDINATED SECURITY

The term "Global Subordinated Security" shall mean a
Subordinated Security evidencing all or a portion of a Series of Subordinated
Securities, issued under the Subordinated Indenture and delivered to the
Depository for such Series in accordance with Section 2.09 of this Subordinated
Indenture, and bearing the legend prescribed in such Section 2.09.

SUBORDINATED INDENTURE

The term "Subordinated Indenture" shall mean this instrument as
originally executed, or as it may from time to time be supplemented, modified
or amended, as provided herein, and shall include the form and terms of
particular Series of Subordinated Securities established in accordance with the
provisions of Sections 2.01 and 2.02.

INTEREST PAYMENT DATE

The term "Interest Payment Date" when used with respect to any
Subordinated Security means the Stated Maturity of an installment of interest
on such Subordinated Security.

OFFICER'S CERTIFICATE

The term "Officer's Certificate" shall mean a certificate signed by
the Chairman of the Board, any Vice-Chairman of the Board or any
Vice-President, the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary of the Company. Each such certificate shall include the
statements provided for in Section 13.03, if and to the extent required by the
provisions of such Section.

OPINION OF COUNSEL

The term "Opinion of Counsel" shall mean a written opinion of counsel
who may be counsel to the Company. Each such opinion shall include the
statements provided for in Section 13.03, if and to the extent required by the
provisions of such Section.

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ORIGINAL ISSUE DISCOUNT SUBORDINATED SECURITY

The term "Original Issue Discount Subordinated Security" shall mean
(a) any Subordinated Security which provides for an amount less than the
principal amount thereof to be due and payable upon declaration of acceleration
of the maturity thereof pursuant to Section 6.01 or (b) any other Subordinated
Security which for United States Federal income tax purposes would be
considered an original issue discount security.

OUTSTANDING

The term "Outstanding" when used with reference to Subordinated
Securities shall, subject to the provisions of Section 8.04, mean, as of the
date of determination, all Subordinated Securities theretofore authenticated
and delivered under this Subordinated Indenture, except:

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

(b) Subordinated Securities, for whose payment or
redemption moneys in the necessary amount have been theretofore
deposited with the Trustee or with any Paying Agent in trust for the
Holders of such Subordinated Securities, provided that if such
Subordinated Securities are to be redeemed, notice of such redemption
has been duly given as provided in Article Three hereof, or provision
therefor satisfactory to the Trustee has been made;

(c) Subordinated Securities in exchange for or in lieu of
which other Subordinated Securities shall have been authenticated and
delivered under this Subordinated Indenture; and

(d) Subordinated Securities alleged to have been
destroyed, lost or stolen which have been paid as provided in Section
2.07 hereof.

In determining whether the Holders of the requisite principal amount
of Outstanding Subordinated Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of an Original Issue Discount Subordinated Security that shall be deemed
to be Outstanding for such purposes shall be the amount of the principal
thereof that would be due and payable as of the date of such determination as
if a declaration of acceleration of the maturity thereof pursuant to Section
6.01 had been made.

PAYING AGENT

The term "Paying Agent" means any Person authorized by the Company to
pay the principal of and any interest and premium on any Subordinated
Securities on behalf of the Company.

PERSON

The term "Person" shall mean an individual, a corporation, a
partnership, a joint venture, an association, a joint stock company, a trust,
an unincorporated organization, or a government or any agency, authority or
political subdivision thereof.

PRINCIPAL OFFICE OF THE TRUSTEE

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The term "Principal Office of the Trustee" shall mean the principal
office of the Trustee in ______________________ at which at any particular time
its corporate trust business shall be administered, except that with respect to
presentation of Subordinated Securities for payment such term shall mean the
office or agency of the Trustee at which at any particular time its corporate
agency business shall be conducted. The present address of the principal
office at which the corporate trust business of the Trustee is administered is
_____________, ________________.

RECORD DATE

The term "Record Date" for the interest payable on any Interest
Payment Date on any Series of Subordinated Securities shall mean the date
specified as such in the Subordinated Securities of such Series.

REDEMPTION DATE

The term "Redemption Date" when used with respect to any Subordinated
Security to be redeemed means the date fixed for such redemption pursuant to
this Subordinated Indenture.

REDEMPTION PRICE

The term "Redemption Price" when used with respect to any Subordinated
Security to be redeemed means the price at which it is to be redeemed pursuant
to this Subordinated Indenture. It includes any applicable premium but does
not include installments of interest whose Stated Maturity is on or before the
Redemption Date.

The term "Register" shall mean the books for the registration and
transfer of Subordinated Securities which books are kept by the Trustee
pursuant to Section 2.05.

RESPONSIBLE OFFICER

The term "Responsible Officer" when used with respect to the Trustee
shall mean the chairman and vice-chairman of the board of directors, the
chairman and vice-chairman of the executive committee of said board, the
president, any vice-president or second vice-president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any corporate trust officer, the controller, any assistant
controller or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer
of the Trustee to whom such matter is referred because of such Person's
knowledge of and familiarity with the particular subject.

SUBORDINATED SECURITY OR SUBORDINATED SECURITIES

The terms "Subordinated Security" or "Subordinated Securities" shall
mean any security or securities of the Company without regard to Series,
authenticated and delivered under this Subordinated Indenture.

SUBORDINATED SECURITYHOLDER; HOLDER

The terms "Subordinated Securityholder" or "Holder", whenever employed
herein with respect to a Subordinated Security, shall mean the Person in whose
name such Subordinated Security shall be registered on the Register.

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SERIES

The term "Series" shall mean an issue of Subordinated Securities under
this Subordinated Indenture.

STATED MATURITY

The term "Stated Maturity" when used with respect to any Subordinated
Security or any installment of interest thereon means the date specified in
such Subordinated Security as the fixed date on which the principal of such
Subordinated Security or such installment of interest is due and payable.

SUPPLEMENTAL SUBORDINATED INDENTURE

The term "Supplemental Subordinated Indenture" shall mean an
indenture supplemental hereto as such Supplemental Subordinated Indenture may
be originally executed, or as it may from time to time be supplemented,
modified or amended, as provided herein and therein.

TRUSTEE

The term "Trustee" shall mean ________________________ until a
successor Trustee shall have become such pursuant to the applicable provisions
of this Subordinated Indenture, and thereafter "Trustee" shall mean such
successor Trustee.

TRUST INDENTURE ACT OF 1939

The term "Trust Indenture Act of 1939" shall mean the Trust Indenture
Act of 1939, as amended as of the date of this Subordinated Indenture.

UNITED STATES DOLLARS

The term "United States Dollars" shall mean the lawful currency of the
United States of America.

ARTICLE TWO

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION,
TRANSFER AND EXCHANGE OF SUBORDINATED SECURITIES

SECTION 2.01. AMOUNT, SERIES, EXECUTION, AUTHENTICATION AND DELIVERY
OF SUBORDINATED SECURITIES. The aggregate principal amount of Subordinated
Securities which may be authenticated and delivered under this Subordinated
Indenture is not limited. The Subordinated Securities may be issued in one or
more Series.

(A) The following terms and provisions of each Series of
Subordinated Securities shall be established by a resolution of the Board of
Directors and set forth in either a Certified Resolution or a Supplemental
Subordinated Indenture:

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(1) the designation of the Series of Subordinated
Securities (which shall distinguish the Subordinated Securities of
such Series from all other Series of Subordinated Securities),

(2) any limit upon the aggregate principal amount of the
particular Series of Subordinated Securities which may be executed,
authenticated and delivered under this Subordinated Indenture;
provided, however, that nothing contained in this Section 2.01 or
elsewhere in this Subordinated Indenture or in the Subordinated
Securities or in such Certified Resolution or in a Supplemental
Subordinated Indenture is intended to or shall limit execution by the
Company or authentication and delivery by the Trustee of Subordinated
Securities under the circumstances contemplated by Sections 2.05,
2.06, 2.07, 3.04 and 10.04,

(3) the currency or currencies or composite currency in
which principal of and interest and any premium on such Series of
Subordinated Securities shall be payable (if other than in United
States Dollars),

(4) the Stated Maturity for payment of principal of such
Series of Subordinated Securities and any sinking fund or analogous
provisions,

(5) the rate or rates at which such Series of
Subordinated Securities shall bear interest or the method of
calculating such rate or rates of interest and the Interest Payment
Dates for such Series of Subordinated Securities and the right, if
any, of the Company to extend the time for payment of interest, the
terms and duration of such extension rights,

(6) the place or places where such Series of Subordinated
Securities may be presented for payment and for the other purposes
provided in Section 4.04,

(7) any Redemption Price or Prices, the Redemption Date
or Dates and other applicable redemption or repurchase provisions for
such Series of Subordinated Securities,

(8) whether such Series of Subordinated Securities shall
be issuable as one or more Global Subordinated Securities and the form
of such Series of Subordinated Securities,

(9) if the Subordinated Securities of such Series shall
be issued in whole or in part as one or more Global Subordinated
Securities, the Depository for such Global Subordinated Security or
Subordinated Securities and any additional terms and conditions
relating to such Global Subordinated Securities not set forth in this
Subordinated Indenture,

(10) if other than denominations of $1,000 and any
integral multiple thereof, the denominations in which such Series of
Subordinated Securities shall be issuable,

(11) the date from which interest on such Subordinated
Securities shall accrue,

(12) the basis upon which interest on such Series of
Subordinated Securities shall be computed (if other than on the basis
of a 360-day year of twelve 30-day months),

(13) if other than the principal amount thereof, the
portion of the principal amount of such Series of Subordinated
Securities which shall be payable upon declaration of acceleration of
the maturity thereof pursuant to Section 6.01,

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(14) the Person or Persons who shall be registrar for such
Series of Subordinated Securities, and the place or places where the
Register of such Series of Subordinated Securities shall be kept,

(15) any additional events of default with respect to the
Subordinated Securities of a particular Series not set forth herein,

(16) any additional covenants of the Company with respect
to the Subordinated Securities of a particular Series not set forth
herein,

(17) the terms of subordination applicable to such Series
of Subordinated Securities,

(18) the terms and conditions, if any, upon which any
Subordinated Securities of such Series may or shall be converted into
other instruments or other forms of property and

(19) any other terms of such Series of Subordinated
Securities (which terms shall not be inconsistent with the provisions
of this Subordinated Indenture).

All Subordinated Securities of any one Series shall be substantially
identical except that any Series may have serial maturities and different
interest rates for different maturities and except as to denomination and the
differences herein specified between Global Subordinated Securities and
Subordinated Securities issued in definitive form and except as may otherwise
be provided in or pursuant to the Certified Resolution or Supplemental
Subordinated Indenture relating to such Series of Subordinated Securities. All
Subordinated Securities of any one Series need not be issued at the same time,
and, unless otherwise provided in the Certified Resolution or Supplemental
Subordinated Indenture relating to such Series, a Series may be reopened for
issuances of additional Subordinated Securities of such Series.

(B) At any time and from time to time after the execution and
delivery of this Subordinated Indenture, the Company may deliver any Series of
Subordinated Securities executed by the Company to the Trustee for
authentication by it, and the Trustee shall thereupon authenticate and deliver
said Subordinated Securities (or if only a single Global Subordinated Security,
such Global Subordinated Security) to or upon the written order of the Company,
signed by an officer of the Company, without any further corporate action. In
authenticating such Subordinated Securities and accepting the additional
responsibilities under this Subordinated Indenture in relation to such
Subordinated Securities the Trustee shall be entitled to receive, and (subject
to Section 7.01) shall be fully protected in relying upon:

(1) each Certified Resolution relating to such Series of
Subordinated Securities,

(2) an executed Supplemental Subordinated Indenture, if
any, relating to such Series of Subordinated Securities,

(3) an Opinion of Counsel to the effect that:

(a) the terms and form of such Subordinated
Securities have been established as permitted by Sections 2.01
and 2.02 in conformity with the provisions of this
Subordinated Indenture,

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(b) such Subordinated Securities, when executed
and issued by the Company and authenticated and delivered by
the Trustee in accordance with the provisions of this
Subordinated Indenture and subject to any conditions specified
in such Opinion of Counsel, will constitute valid and binding
obligations of the Company, except as any rights thereunder
may be limited by the effect of bankruptcy, insolvency,
reorganization, receivership, conservatorship, arrangement,
moratorium or other laws affecting or relating to the rights
of creditors generally; the rules governing the availability
of specific performance, injunctive relief or other equitable
remedies and general principles of equity, regardless of
whether considered in a proceeding in equity or at law; the
effect of applicable court decisions invoking statutes or
principles of equity, which have held that certain covenants
and provisions of agreements are unenforceable where the
breach of such covenants or provisions imposes restrictions or
burdens upon a borrower, and it cannot be demonstrated that
the enforcement of such restrictions or burdens is necessary
for the protection of the creditor, or which have held that
the creditor's enforcement of such covenants or provisions
under the circumstances would have violated the creditor's
covenants of good faith and fair dealing implied under
California law; and the effect of California statutes and
rules of law which cannot be waived prospectively by a
borrower, and

(c) the Company has complied with all applicable
Federal laws and requirements in respect of the execution and
delivery of such Subordinated Securities.

SECTION 2.02. FORM OF SUBORDINATED SECURITIES AND TRUSTEE'S
CERTIFICATE OF AUTHENTICATION. The Subordinated Securities of each Series
shall be substantially of the tenor and purport as shall be authorized by the
related Certified Resolution or Supplemental Subordinated Indenture, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Subordinated Indenture, and may
have such letters, numbers or other marks of identification or designation and
such legends or endorsements thereon as the Board of Directors may deem
appropriate and as are not inconsistent with the provisions of this
Subordinated Indenture, or as may be required to comply with any law or with
any rule or regulation made pursuant thereto or with any rule or regulation of
any stock exchange on which the Subordinated Securities of such Series may be
listed, or to conform to usage.

The definitive Subordinated Securities and each Global Subordinated
Security may be printed, lithographed or fully or partly engraved or produced
in any other manner, all as determined by the officers executing such
Subordinated Securities, as evidenced by their execution thereof.

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

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Subordinated Securities, of the Series
designated herein, referred to in the within-mentioned Subordinated
Indenture.

__________________________, as Trustee

By____________________________________
Authorized Officer

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SECTION 2.03. DENOMINATIONS; PAYMENT OF INTEREST ON SUBORDINATED
SECURITIES. The Subordinated Securities of each Series may be issued as fully
registered Subordinated Securities in denominations all as shall be specified
as contemplated by Section 2.01. In the absence of such provisions with
respect to the Subordinated Securities of any Series, the Subordinated
Securities of such Series (other than any Global Subordinated Securities) shall
be issued in denominations of $1,000 and any integral multiple thereof.

If the Subordinated Securities of any Series shall bear interest, each
Subordinated Security of such Series shall bear interest from the applicable
date at the rate per annum specified in the Certified Resolution or
Supplemental Subordinated Indenture with respect to such Series of Subordinated
Securities. Unless otherwise specified in the Certified Resolution or
Supplemental Subordinated Indenture with respect to the Subordinated Securities
of any Series, interest on the Subordinated Securities of such Series shall be
computed on the basis of a 360-day year of twelve 30-day months. Such
interest shall be payable on the Interest Payment Dates specified in the
Certified Resolution or Supplemental Subordinated Indenture with respect to
such Series of Subordinated Securities. The Person in whose name any
Subordinated Security is registered at the close of business on the applicable
Record Date for the Series of which such Subordinated Security is a part shall
be entitled to receive the interest payable thereon on such Interest Payment
Date notwithstanding the cancellation of such Subordinated Security upon any
transfer or exchange thereof subsequent to such Record Date and prior to such
Interest Payment Date unless such Subordinated Security shall have been called
for redemption on a Redemption Date which is subsequent to such Record Date and
prior to such Interest Payment Date or unless the Company shall default in the
payment of interest due on such Interest Payment Date on any Subordinated
Security of such Series.

Any interest on any Subordinated Security of any Series which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called "Defaulted Interest") shall forthwith cease to be
payable to the registered Holder on the relevant Record Date solely by virtue
of such Holder having been such Holder; and such Defaulted Interest may be paid
by the Company, at its election in each case, as provided in subsection A or B
below:

A. The Company may elect to make payment of any
Defaulted Interest on the Subordinated Securities of any Series to the
Persons in whose names such Subordinated Securities are registered at
the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each Subordinated Security and the
date of the proposed payment (which date shall be such as will enable
the Trustee to comply with the next sentence hereof), and at the same
time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the
Trustee for such deposit prior to the date of the proposed payment,
such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this subsection
provided. Thereupon the Trustee shall fix a special record date (the
"Special Record Date") for the payment of such Defaulted Interest
which shall be not more than 15 nor less than 10 days prior to the
date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date
and, in the name and at the expense of the Company, shall cause notice
of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to
each Holder of a Subordinated Security of such Series at such
Holder's address as it appears in the Subordinated Security Register
not less than 10 days prior to such Special Record Date. Notice of
the proposed

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payment of such Defaulted Interest and the Special Record Date
therefor having been mailed as aforesaid, such Defaulted Interest
shall be paid to the Persons in whose names the Subordinated
Securities of such Series are registered on such Special Record Date
and shall no longer be payable pursuant to the following subsection B.

B. The Company may make payment of any Defaulted
Interest on the Subordinated Securities of any Series in any other
lawful manner not inconsistent with the requirements of any securities
exchange on which such Subordinated Securities may be listed and upon
such notice as may be required by such exchange, if, after notice
given by the Company to the Trustee of the proposed payment pursuant
to this subsection, such payment shall be deemed practicable by the
Trustee.

Subject to the foregoing provisions of this Section 2.03, each
Subordinated Security delivered under this Subordinated Indenture upon transfer
of or in exchange for or in lieu of any other Subordinated Security shall carry
all the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Subordinated Security and each such Subordinated Security
shall bear interest from such date, such that neither gain nor loss in interest
shall result from such transfer, exchange or substitution.

SECTION 2.04. EXECUTION OF SUBORDINATED SECURITIES. The Subordinated
Securities shall be executed manually or in facsimile, by an officer and the
Secretary or an Assistant Secretary of the Company under its corporate seal,
which may be affixed thereto or printed, engraved or otherwise reproduced
thereon, by facsimile or otherwise. Only such Subordinated Securities as shall
bear thereon a certificate of authentication substantially in the form recited
herein, executed by the Trustee manually by an authorized officer, shall be
entitled to the benefits of this Subordinated Indenture or be valid or
obligatory for any purpose. Such certificate of authentication of the Trustee
upon any Subordinated Security executed by the Company shall be conclusive
evidence that the Subordinated Security so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Subordinated Indenture. Typographical or other errors or
defects in the seal or facsimile signature on any Subordinated Security or in
the text thereof shall not affect the validity or enforceability of such
Subordinated Security if it has been duly authenticated and delivered by the
Trustee.

In case any officer of the Company who shall have signed any of the
Subordinated Securities (manually or in facsimile) shall cease to be such
officer before the Subordinated Securities so signed shall have been
authenticated and delivered by the Trustee, or disposed of by the Company, such
Subordinated Securities nevertheless may be authenticated and delivered or
disposed of as though the Person who signed such Subordinated Securities had
not ceased to be such officer of the Company. Also, any Subordinated Security
may be signed on behalf of the Company by such Persons as on the actual date of
execution of such Subordinated Security shall be the proper officers of the
Company, although at the date of the execution of this Subordinated Indenture
or on the nominal date of such Subordinated Security any such Person was not
such officer.

SECTION 2.05. REGISTRATION, TRANSFER AND EXCHANGE OF SUBORDINATED
SECURITIES. Except as specifically otherwise provided herein with respect to
Global Subordinated Securities, Subordinated Securities of any Series may be
exchanged for a like aggregate principal amount of Subordinated Securities of
the same Series of other authorized denominations. Subordinated Securities to
be exchanged shall be surrendered at the offices or agencies to be maintained
in accordance with the provisions of Section 4.04 and the Company shall execute
the Subordinated Security or Subordinated Securities, and the Trustee shall
authenticate and deliver in exchange therefor the Subordinated Security or
Subordinated Securities which the Subordinated Securityholder making the
exchange shall be entitled to receive.

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The Company shall cause the Trustee to keep or cause to be kept, at
one or more of the offices or agencies to be maintained by the Trustee in
accordance with the provisions of Section 4.04 with respect to the Subordinated
Securities of each Series, the Register in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of the Subordinated Securities of such Series and the transfer of Subordinated
Securities of such Series as in this Article provided. The Register shall be
in written form or in any other form capable of being converted into written
form within a reasonable time. At all reasonable times the Register shall be
open for inspection by the Trustee and any registrar of the Subordinated
Securities of such Series other than the Trustee. Upon due presentment for
transfer of any Subordinated Security of any Series at the offices or agencies
of the Company to be maintained in accordance with Section 4.04 with respect to
the Subordinated Securities of such Series, the Company shall execute a new
Subordinated Security and the Trustee shall authenticate and deliver in the
name of the transferee or transferees a new Subordinated Security or
Subordinated Securities of the same Series for a like aggregate principal
amount of authorized denominations.

Notwithstanding any other provisions of this Section 2.05, unless and
until it is exchanged in whole or in part for Subordinated Securities in
definitive form, a Global Subordinated Security representing all or a portion
of the Subordinated Securities of a Series may not be transferred except as a
whole by the Depository for such Series to a nominee of such Depository or by a
nominee of such Depository to such Depository or another nominee of such
Depository or by such Depository or any such nominee to a successor Depository
for such Series or a nominee of such successor Depository.

All Subordinated Securities of any Series presented or surrendered for
exchange, transfer, redemption, conversion or payment shall, if so required by
the Company or any registrar of the Subordinated Securities of such Series, be
accompanied by a written instrument or instruments of transfer, in form
satisfactory to the Company and such registrar, duly executed by the registered
Holder or by such Person's attorney duly authorized in writing.

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

The Company shall not be required to exchange or transfer (a) any
Subordinated Securities of any Series during a period beginning at the opening
of business 15 days before the day of the first publication or the mailing (if
there is no publication) of a notice of redemption of Subordinated Securities
of such Series and ending at the close of business on the day of such
publication or mailing or (b) any Subordinated Securities called or selected
for redemption in whole or in part, except, in the case of Subordinated
Securities called for redemption in part, the portion thereof not so called for
redemption in whole or in part or during a period beginning at the opening of
business on any Record Date for such Series and ending at the close of business
on the relevant Interest Payment Date therefor.

SECTION 2.06. TEMPORARY SUBORDINATED SECURITIES. Pending the
preparation of definitive Subordinated Securities of any Series, the Company
may execute and the Trustee shall authenticate and deliver temporary
Subordinated Securities of such Series which are printed, lithographed,
typewritten or otherwise produced, in any denomination substantially of the
tenor of the definitive Subordinated Securities in lieu of which they are
issued, in registered form and with such appropriate omissions, insertions,
substitutions and other variations as the officers executing such Subordinated
Securities may determine, as evidenced by their execution of such Subordinated
Securities. Every such temporary Subordinated Security shall be authenticated
by the Trustee upon the same conditions and in substantially the same manner,
and with the same effect, as the definitive Subordinated Securities. If
temporary Subordinated Securities are issued, the Company will cause definitive
Subordinated Securities to be prepared without unreasonable delay. After the
preparation of definitive Subordinated Securities, the temporary Subordinated
Securities of

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such Series shall be exchangeable for definitive Subordinated Securities upon
surrender of the temporary Subordinated Securities without charge to the Holder
at the offices or agencies to be maintained by the Trustee as provided in
Section 4.04 with respect to the Subordinated Securities of such Series. Upon
surrender for cancellation of any one or more temporary Subordinated Securities
the Company shall execute and the Trustee shall authenticate and deliver in
exchange for such temporary Subordinated Securities an equal aggregate
principal amount of definitive Subordinated Securities of such Series. Until
so exchanged, the temporary Subordinated Securities of any Series shall in all
respects be entitled to the benefits of this Subordinated Indenture and
interest thereon, when and as payable, shall be paid to the registered owners
thereof.

SECTION 2.07. MUTILATED, DESTROYED, LOST OR STOLEN SUBORDINATED
SECURITIES. If (I) any mutilated Subordinated Security is surrendered to the
Trustee, or the Company and the Trustee receive evidence to their satisfaction
of the destruction, loss or theft of any Subordinated Security and (ii) there
is delivered to the Company and the Trustee such security or indemnity as may
be required by them to save each of them harmless, then, in the absence of
notice to the Company or the Trustee that such Subordinated Security has been
acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Subordinated Security, a new
Subordinated Security of the same Series and of like tenor and principal
amount, bearing a number not contemporaneously Outstanding.

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

Upon the issuance of any new Subordinated Security under this Section
2.07, 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.

Every new Subordinated Security issued pursuant to this Section 2.07
in lieu of any destroyed, lost or stolen Subordinated Security shall constitute
an original additional contractual obligation of the Company, whether or not
the destroyed, lost or stolen Subordinated Security shall be at any time
enforceable by anyone, and shall be entitled to all the security and benefits
of this Subordinated Indenture equally and ratably with all other Outstanding
Subordinated Securities of such Series.

The provisions of this Section 2.07 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Subordinated
Securities.

SECTION 2.08. CANCELLATION AND DESTRUCTION OF SURRENDERED
SUBORDINATED SECURITIES. All Subordinated Securities surrendered for payment,
redemption, transfer, conversion or exchange shall, if surrendered to the
Company, the Trustee or any agent of the Company or of the Trustee, be
delivered to the Trustee, and the same, together with Subordinated Securities
surrendered to the Trustee for cancellation, shall be canceled by it and
thereafter disposed of by it as directed by the Company, and no Subordinated
Securities shall be issued in lieu thereof except as expressly permitted by any
of the provisions of this Subordinated Indenture. The Trustee shall destroy
canceled Subordinated Securities and deliver a certificate of destruction
thereof to the Company unless by an Officer's Certificate of the Company, the
Company shall direct that canceled Subordinated Securities be returned to it.
If the Company shall purchase or otherwise acquire any of the Subordinated
Securities, however, such purchase or acquisition shall not operate as a
payment, redemption or satisfaction of the indebtedness represented by such
Subordinated Securities unless and until the Company, at its option shall
deliver or surrender the same to the Trustee for cancellation.

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SECTION 2.09. SUBORDINATED SECURITIES IN GLOBAL FORM; DEPOSITORIES.
(a) Each Global Subordinated Security shall: (i) represent and be denominated
in an aggregate amount equal to the aggregate principal amount of the
Subordinated Securities of the Series to be represented by such Global
Subordinated Security, (ii) be registered in the name of either the Depository
for such Global Subordinated Security or the nominee of such Depository, (iii)
be delivered by the Trustee to such Depository or pursuant to such Depository's
written instruction and (iv) bear a legend substantially to the following
effect: "Unless and until it is exchanged in whole or in part for Subordinated
Securities in definitive form, this Global Subordinated Security may not be
transferred except as a whole by the Depository to a nominee of the Depository
or by a nominee of the Depository to the Depository or another nominee of the
Depository or by the Depository or any nominee to a successor Depository or a
nominee of any successor Depository." The notation of the record owner's
interest in such Global Subordinated Security upon the original issuance
thereof shall be deemed to be delivery in connection with the original issuance
of each beneficial owner's interest in such Global Subordinated Security.
Without limiting the foregoing, the Company and the Trustee shall have no
responsibility, obligation or liability with respect to: (x) the maintenance,
review or accuracy of the records of the Depository or of any of its
participating organizations with respect to any ownership interest in or
payments with respect to such Global Subordinated Security, (y) any
communication with or delivery of any notice (including notices of redemption)
with respect to the Series of Subordinated Securities represented by the Global
Subordinated Security to any Person having any ownership interest in such
Global Subordinated Security or to any of the Depository's participating
organizations or (z) any payment made on account of any beneficial ownership
interest in such Global Subordinated Security.

(b) If any Subordinated Security of a Series is issuable in the
form of a Global Subordinated Security or Subordinated Securities, each such
Global Subordinated Security may provide that it shall represent the aggregate
amount of Outstanding Subordinated Securities of such Series from time to time
endorsed thereon and may also provide that the aggregate amount of Outstanding
Subordinated Securities of such Series represented thereby may from time to
time be reduced to reflect exchanges. Any endorsement of a Global Subordinated
Security to reflect the amount of Outstanding Subordinated Securities of a
Series represented thereby shall be made by the Trustee and in such manner as
shall be specified on such Global Subordinated Security. Any instructions by
the Company with respect to a Global Subordinated Security, after its initial
issuance, shall be in writing but need not comply with Section 13.03 of this
Subordinated Indenture.

(c) Each Depository designated pursuant to the provisions of
Section 2.01 of this Subordinated Indenture for a Global Subordinated Security
must, at the time of its designation and at all times while it serves as a
depositary, be a clearing agency registered under the Securities Exchange Act
of 1934, as amended, and any other applicable statute or regulation. If at any
time the Depository for the Subordinated Securities of a Series notifies the
Company that it is unwilling or unable to continue as Depository for the
Subordinated Securities of such Series or if at any time the Depository for the
Subordinated Securities of such Series shall no longer be eligible under this
Section 2.09, the Company shall appoint a successor Depository with respect to
the Subordinated Securities of such Series. If a successor Depository for the
Subordinated Securities of such Series is not appointed by the Company within
90 days after the Company receives such notice or learns of such ineligibility,
the Company shall execute and the Company shall direct the Trustee to
authenticate and deliver definitive Subordinated Securities of such Series in
authorized denominations in exchange for the Global Subordinated Security or
Subordinated Securities. Upon receipt of such direction, the Trustee shall
thereupon authenticate and deliver the definitive Subordinated Securities of
such Series in the same aggregate principal amount as the Global Subordinated
Security or Subordinated Securities representing such Series in exchange for
such Global Subordinated Security or Subordinated Securities, in accordance
with the provisions of subsection (e) of this Section 2.09, without any further
corporate action by the Company.

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(d) The Company may at any time and in its sole discretion
determine that the Subordinated Securities of any Series issued in the form of
one or more Global Subordinated Securities shall no longer be represented by
such Global Subordinated Security or Subordinated Securities. In such event,
the Company will execute and upon receipt of a written order from the Company,
the Trustee shall thereupon authenticate and deliver Subordinated Securities of
such Series in definitive form and in authorized denominations in an aggregate
principal amount equal to the principal amount of the Global Subordinated
Security or Subordinated Securities representing such Series in exchange for
such Global Subordinated Security or Subordinated Securities, in accordance
with the provisions of subsection (e) of this Section 2.09 without any further
corporate action by the Company.

(e) Upon any exchange hereunder of the Global Subordinated
Security or Subordinated Securities for Subordinated Securities in definitive
form, such Global Subordinated Security or Subordinated Securities shall be
canceled by the Trustee. Subordinated Securities issued hereunder in exchange
for the Global Subordinated Security or Subordinated Securities shall be
registered in such names and in such authorized denominations as the Depository
for such Global Subordinated Security, pursuant to instructions from its direct
or indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such definitive Subordinated Securities in exchange for the
Global Subordinated Security or Subordinated Securities to the persons in whose
name such definitive Subordinated Securities have been registered in accordance
with the directions of the Depository.

ARTICLE THREE

REDEMPTION OF SUBORDINATED SECURITIES

SECTION 3.01. REDEMPTION OF SUBORDINATED SECURITIES. Subordinated
Securities of any Series may be made subject to redemption prior to their
Stated Maturity, as a whole or in part, at such time or times, upon payment of
the principal amount thereof plus such premium or premiums, if any, as shall be
set forth in the resolution of the Board of Directors or the Supplemental
Subordinated Indenture relating to such Series.

SECTION 3.02. NOTICE OF REDEMPTION. In all cases other than
redemption at the option of the Holders of Subordinated Securities, notice of
redemption shall be given by mail, not less than 30 nor more than 60 days prior
to the Redemption Date, to each Person in whose name any Subordinated Security
called for redemption is registered on the Register as of the date of such
notice, but neither a failure to give notice by mail nor any defect in any
notice so mailed shall affect the validity of the proceedings for such
redemption. Each notice of redemption shall state the Redemption Date, the
Redemption Price, the place of redemption, the principal amount and, if less
than all, the distinctive numbers of the Subordinated Securities to be redeemed
and shall also state that the interest on the Subordinated Securities in such
notice designated for redemption shall cease to accrue from and after such
Redemption Date.

Notice of redemption of Subordinated Securities may be given by the
Company or, at the option of the Company, by the Trustee on behalf of the
Company. Upon receipt of any direction to give notice, the Trustee shall
immediately give such notice. The Trustee may rely upon such direction that
all conditions precedent to the giving of such direction have been complied
with or done.

SECTION 3.03. SELECTION OF SUBORDINATED SECURITIES FOR REDEMPTION.
Whenever provision is made for the redemption of any Series of Subordinated
Securities or portion thereof and less than all of the Subordinated Securities
of such Series or portion thereof are called for redemption, the Trustee shall
select the Subordinated Securities to be redeemed, from the Outstanding
Subordinated Securities of such Series or

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portion thereof not previously called for redemption, in any manner which the
Trustee deems fair and appropriate. For the purpose of any such selection, the
Trustee shall assign a separate number for each $1,000 principal amount of each
Subordinated Security of a denomination of more than $1,000 except that if the
Subordinated Securities of any Series are denominated in a currency other than
U.S. dollars, the Trustee shall assign a separate number for each principal
amount equal to the minimum denomination of each Subordinated Security of such
Series of a denomination greater than such minimum denomination.

SECTION 3.04. PARTIAL REDEMPTION OF REGISTERED SUBORDINATED SECURITY.
Upon surrender of any registered Subordinated Security (including any Global
Subordinated Security) to be redeemed in part only, the Company shall execute
and the Trustee shall authenticate and deliver to the registered owner thereof,
without service charge, a new Subordinated Security or Subordinated Securities
(or in the case of a Global Subordinated Security, a new Global Subordinated
Security) of the same Series and maturity and of authorized denomination or
denominations as requested by such registered owners, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Subordinated Security so surrendered.

SECTION 3.05. EFFECT OF REDEMPTION. If notice of redemption shall
have been duly given as provided in Section 3.02, the Subordinated Securities
or portions of Subordinated Securities specified in such notice shall become
due and payable on the Redemption Date and at the place or places stated in
such notice at the Redemption Price specified in such notice, and on and after
such Redemption Date (unless the Company shall default in the payment of such
Subordinated Securities at the applicable Redemption Price) such Subordinated
Securities or portions of Subordinated Securities shall cease to bear interest,
and such Subordinated Securities shall cease from and after the Redemption Date
to be entitled to any benefit or security under this Subordinated Indenture,
and the Holders thereof shall have no right in respect of such Subordinated
Securities except the right to receive the Redemption Price thereof and any
unpaid interest accrued to the Redemption Date. Upon presentation and
surrender of such Subordinated Securities at said place of payment in said
notice specified, the said Subordinated Securities or portions thereof shall be
paid and redeemed by the Company at the applicable Redemption Price, together
with any interest accrued to the Redemption Date; provided, however, that any
regular payment of interest becoming due on any Subordinated Securities on the
Redemption Date shall be payable to the registered owners of such Subordinated
Securities as of the Relevant Record Date as provided in Article Two hereof.
Upon presentation of any Subordinated Security which is redeemed in part only,
the Company shall execute a new Subordinated Security and the Trustee shall
authenticate and deliver at the expense of the Company a new Subordinated
Security of the same Series of authorized denomination in principal amount
equal to the unredeemed portion of the Subordinated Security so presented.

If any Subordinated Security called for redemption shall not be so
paid upon surrender thereof for redemption, the principal thereof shall, to the
extent permitted by law, bear interest from the date fixed for redemption at
the rate borne by the Subordinated Security, or, in the case of a Subordinated
Security which does not bear interest, at the rate of interest set forth
therefor in the Subordinated Security in either case, until paid.

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ARTICLE FOUR

PARTICULAR COVENANTS OF THE COMPANY

SECTION 4.01. PAYMENT OF PRINCIPAL OF AND INTEREST ON SUBORDINATED
SECURITIES. The Company covenants that it will duly and punctually pay or
cause to be paid the principal of and any interest and premium on each of the
Subordinated Securities in accordance with the terms of the Subordinated
Securities and this Subordinated Indenture. Except with respect to any Global
Subordinated Securities, if the Subordinated Securities of any Series bear
interest, each installment of interest on the Subordinated Securities of such
Series may, at the option of the Company, be paid by mailing a check or checks
for such interest payable to the Person entitled thereto pursuant to Section
2.03 to the address of such Person as it appears on the Register of the
Subordinated Securities of such Series on the applicable Record Date for such
interest payment.

SECTION 4.02. CORPORATE EXISTENCE OF THE COMPANY; CONSOLIDATION,
MERGER, SALE OR TRANSFER. The Company covenants that so long as any of the
Subordinated Securities are Outstanding, it will maintain its existence, will
not dissolve, sell or otherwise dispose of all or substantially all of its
assets and will not consolidate with or merge into another entity or permit one
or more other entities to consolidate with or merge into it; provided that the
Company may, without violating the covenants in this Section 4.02 contained,
consolidate with or merge into another entity or permit one or more other
entities to consolidate with or merge into it, or sell or otherwise transfer to
another entity all or substantially all of its assets as an entirety and
thereafter dissolve, if the surviving, resulting or transferee entity, as the
case may be, (I) shall be organized and existing under the laws of one of the
States of the United States of America, (ii) assumes, if such entity is not the
Company, all of the obligations of the Company hereunder and (iii) is not,
after such transaction, otherwise in default under any provisions hereof.

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SECTION 4.03. LIMITATIONS ON DIVIDENDS. The provisions of this Section
shall apply so long as Subordinated Securities of any Series are outstanding,
except to the extent that the provisions contained in this Section 4.03 are
expressly made inapplicable to the Subordinated Securities of a particular
Series, as specified in the terms of such Series in accordance with Section
2.01 hereof at the time of issuance of such series.

(1) If a particular Series of Subordinated Notes are
issued to one or more trusts established under the Delaware Trust Act
in connection with the issuance of securities by such trust and (a)
there shall have occurred any Event of Default or (b) the Company
shall be in default with respect to its payment of any obligation with
respect to any guarantee issued by the Company with respect to
securities issued by such Trust, then (I) the Company shall not
declare or pay any dividend on, make any distributions with respect
to, or redeem, purchase or make a liquidation payment with respect to,
any of its capital stock and (ii) the Company shall not make any
payment of interest, principal or any premium on or repay, repurchase
or redeem any debt securities issued by the Company which rank pari
passu with or junior to such Series of Subordinated Notes.

(2) If a particular Series of Subordinated Securities are
issued to one or more trusts established under the Delaware Trust Act
in connection with the issuance of securities by such trust and the
Company shall have exercised its right to defer payments of interest
on such Series of Subordinated Securities by extending the Interest
Payment Dated in accordance with the provisions of the Supplemental
Indenture establishing the terms of such Series of Subordinated
Securities or any extension thereof shall be continuing, then (a) the
Company shall not declare or pay any dividend on, make any
distributions with respect to, or redeem, purchase or make a
liquidation payment with respect to, any of its capital stock and (b)
the Company shall not make any payment of interest, principal or any
premium on or repay or repurchase or redeem any debt securities issued
by the Company which rank pari passu with such Series of Subordinated
Securities.

(3) The restrictions set forth in Section 4.03(1)(a) and
(2)(a) do not apply to any stock dividend paid by the Company where
the dividend stock is of the same class as that of the stock held by
the holder receiving the dividend.

SECTION 4.04. MAINTENANCE OF OFFICES OR AGENCIES FOR TRANSFER,
REGISTRATION, EXCHANGE AND PAYMENT OF SUBORDINATED SECURITIES. So long as any
of the Subordinated Securities shall remain Outstanding, the Company covenants
that it will cause the Trustee to maintain an office or agency in either The
City of [New York, State of New York], or the City and County of San Francisco,
State of California, where the Subordinated Securities may be presented for
registration, exchange and transfer as in this Subordinated Indenture provided,
and where notices and demands to or upon the Trustee in respect of the
Subordinated Securities or of this Subordinated Indenture may be served, and
where the Subordinated Securities may be presented for payment. In case the
Trustee shall fail to maintain any such office or agency, presentations and
demands may be made and notices may be served at the principal office of the
Company.

In addition, the Company may from time to time constitute and appoint
one or more other offices or agencies for such purposes with respect to
Subordinated Securities of any Series, and one or more paying agents for the
payment of Subordinated Securities of any Series, in such cities or in

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one or more other cities, and may from time to time rescind such appointments,
as the Company may deem desirable or expedient, and as to which the Company has
notified the Trustee.

SECTION 4.05. APPOINTMENT TO FILL A VACANCY IN THE OFFICE OF TRUSTEE.
The Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, covenants that it will appoint, in the manner provided in Section
7.10, a Trustee, so that there shall at all times be a Trustee with respect to
the Outstanding Subordinated Securities.

SECTION 4.06. DUTIES OF PAYING AGENT. (a) If the Company shall
appoint a Paying Agent other than the Trustee with respect to Subordinated
Securities of any Series, 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 provisions of this Section 4.06 and Section 11.05,

(1) that it will hold all sums held by it as such agent
for the payment of the principal of or interest, if any, on the
Subordinated Securities of such Series (whether such sums have been
paid to it by the Company or by any other obligor on the Subordinated
Securities of such Series) in trust for the benefit of the Holders of
the Subordinated Securities entitled to such principal or interest and
will notify the Trustee of the receipt of sums to be so held,

(2) that it will give the Trustee notice of any failure
by the Company (or by any other obligor on the Subordinated Securities
of such Series) to make any payment of the principal of or interest on
the Subordinated Securities of such Series when the same shall be due
and payable, and

(3) that it will at any time during the continuance of
any Event of Default, upon the written request of the Trustee, deliver
to the Trustee all sums so held in trust by it.

(b) Whenever the Company shall have one or more Paying Agents with
respect to the Subordinated Securities of any Series, it will, prior to each
due date of the principal of or any interest on the Subordinated Securities of
such Series, deposit with a Paying Agent of such Series a sum sufficient to pay
the principal or interest so becoming due, such sum to be held in trust for the
benefit of the Holders of Subordinated Securities entitled to such principal or
interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.

(c) Anything in this Section 4.06 to the contrary notwithstanding,
the Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Subordinated Indenture with respect to one or more or all
Series of Subordinated Securities hereunder, or for any other reason, pay or
cause to be paid to the Trustee all sums held in trust for such Series by it,
or any Paying Agent hereunder, as required by this Section 4.06, and such sums
are to be held by the Trustee upon the trust herein contained.

SECTION 4.07. NOTICE OF DEFAULT. The Company covenants that, as soon
as is practicable, the Company will furnish the Trustee notice of any event
which is an Event of Default or which with the giving of notice or the passage
of time or both would constitute an Event of Default which has occurred and is
continuing on the date of such notice, which notice shall set forth the nature
of such event and the action which the Company proposes to take with respect
thereto.

ARTICLE FIVE

SUBORDINATED SECURITYHOLDERS' LISTS AND REPORTS

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BY THE COMPANY AND THE TRUSTEE

SECTION 5.01. COMPANY TO FURNISH TRUSTEE INFORMATION AS TO THE NAMES
AND ADDRESSES OF SUBORDINATED SECURITYHOLDERS. The Company will furnish or
cause to be furnished to the Trustee, not less than 45 days nor more than 60
days after each date (month and day) specified as an Interest Payment Date for
the Subordinated Securities of the first Series issued under this Subordinated
Indenture (whether or not any Subordinated Securities of that Series are then
Outstanding), but in no event less frequently than semiannually, and at such
other times as the Trustee may request in writing, within 30 days after receipt
by the Company of any such request, a list in such form as the Trustee may
reasonably require containing all the information in the possession or control
of the Company, or any of its Paying Agents other than the Trustee, as to the
names and addresses of the Holders of Subordinated Securities, obtained since
the date as of which the next previous list, if any, was furnished, excluding
from any such list the names and addresses received by the Trustee in its
capacity as registrar (if so acting). Any such list may be dated as of a date
not more than 15 days prior to the time such information is furnished and need
not include information received after such date.

SECTION 5.02. PRESERVATION OF INFORMATION; COMMUNICATION TO
SUBORDINATED SECURITYHOLDERS. (a) The Trustee shall preserve, in as current a
form as is reasonably practicable, the names and addresses of the Holders of
Subordinated Securities of each Series (1) contained in the most recent list
furnished to it as provided in Section 5.01, (2) received by the Trustee in the
capacity of Paying Agent or registrar (if so acting) and (3) filed with the
Trustee within the two preceding years as provided for in Section 5.04(c). The
Trustee may destroy any list furnished to it as provided in Section 5.01 upon
receipt of a new list so furnished.

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

(1) afford such applicants access to the information
preserved at the time by the Trustee in accordance with the provisions
of subsection (a) of this Section 5.02 or

(2) inform such applicants as to the approximate number
of Holders of Subordinated Securities of such Series or all
Subordinated Securities, as the case may be, whose names and addresses
appear in the information preserved at the time by the Trustee in
accordance with the provisions of subsection (a) of this Section 5.02,
and as to the approximate cost of mailing to such Subordinated
Securityholders the form of proxy or other communications, if any,
specified in such application.

If the Trustee shall elect not to afford such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each of the Holders of Subordinated Securities of such
Series, or all Subordinated Securities, as the case may be, whose name and
address appear in the information preserved at the time by the Trustee in
accordance with the provisions of subsection (a) of this Section 5.02, a copy
of the form of proxy or other communication which is specified in such request,
with reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the reasonable expenses
of mailing, unless within five days after such tender, the Trustee shall mail
to such applicants and file with the Commission, together with a copy of the
material

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to be mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interests of the Holders of
Subordinated Securities of such Series or all Subordinated Securities, as the
case may be, or would be in violation of applicable law. Such written
statement shall specify the basis of such opinion. If the Commission, after
opportunity for a hearing upon the objections specified in the written
statement so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or more of such
objections, the Commission shall find, after notice and opportunity for
hearing, that all the objections so sustained have been met and shall enter an
order so declaring, the Trustee shall mail copies of such material to all such
Subordinated Securityholders with reasonable promptness after the entry of such
order and the renewal of such tender; otherwise the Trustee shall be relieved
of any obligation or duty to such applicants respecting their application.

(c) Each and every Holder of the Subordinated Securities, by
receiving and holding the same, agrees with the Company and the Trustee that
neither the Company nor the Trustee nor any Paying Agent nor any registrar
shall be held accountable by reason of the disclosure of any such information
as to the names and addresses of the Holders of Subordinated Securities in
accordance with the provisions of subsection (b) of this Section 5.02,
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under said subsection (b).

SECTION 5.03. REPORTS BY COMPANY. (a) The Company covenants and
agrees to file with the Trustee within 15 days after the Company is required to
file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934;
or, if the Company is not required to file information, documents or reports
pursuant to either of such sections, then to file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Securities Exchange Act of 1934 in respect of a security listed and registered
on a national securities exchange as may be prescribed from time to time in
such rules and regulations.

(b) The Company covenants and agrees to file with the Trustee and
the Commission, in accordance with the rules and regulations prescribed from
time to time by the Commission, such additional information, documents and
reports with respect to compliance by the Company with the conditions and
covenants provided for in this Subordinated Indenture as may be required from
time to time by such rules and regulations.

(c) The Company covenants and agrees to transmit to the Holders of
Subordinated Securities within 30 days after the filing thereof with the
Trustee, in the manner and to the extent provided in subsection (c) of Section
5.04 with respect to reports pursuant to subsection (a) of said Section 5.04,
such summaries of any information, documents and reports required to be filed
by the Company pursuant to subsections (a) and (b) of this Section 5.03 as may
be required by rules and regulations prescribed from time to time by the
Commission.

(d) The Company and any other obligor on the Subordinated
Securities each covenant and agree to furnish to the Trustee, not less than
annually, a brief certificate from the principal executive officer, principal
financial officer or principal accounting officer as to his or her knowledge of
the Company's compliance with all conditions and covenants of this Subordinated
Indenture (which compliance shall be determined without regard to any period of
grace or requirement of notice as provided in this Subordinated Indenture).
Such certificates need not comply with Section 13.03 of this Subordinated
Indenture.

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SECTION 5.04. REPORTS BY TRUSTEE. (a) On or before the first July
15th following the date of execution of this Subordinated Indenture, and on or
before July 15 in every year thereafter, if and so long as any Subordinated
Securities are Outstanding hereunder, the Trustee shall transmit to the
Subordinated Securityholders as hereinafter in this Section 5.04 provided, a
brief report dated as of the preceding May 15 with respect to any of the
following events which may have occurred within the previous 12 months (but if
no such event has occurred within such period no report need be transmitted):

(1) any change to its eligibility under Section 7.09, and
its qualifications under Section 7.08;

(2) the creation of or any material change to a
relationship specified in paragraph (1) through (10) of Section
7.08(d);

(3) the character and amount of any advances (and if the
Trustee elects so to state, the circumstances surrounding the making
thereof) made by the Trustee (as such) which remain unpaid on the date
of such report, and for the reimbursement of which it claims or may
claim a lien or charge, prior to that of the Subordinated Securities
of any Series, on any property or funds held or collected by it as
Trustee, except that the Trustee shall not be required (but may elect)
to state such advances if such advances so remaining unpaid aggregate
not more than one-half of one percent of the principal amount of the
Subordinated Securities of such Series Outstanding on the date of such
report;

(4) the amount, interest rate and maturity date of all
other indebtedness owing by the Company (or by any other obligor on
the Subordinated Securities) to the Trustee in its individual
capacity, on the date of such report, with a brief description of any
property held as collateral security therefor, except indebtedness
based upon a creditor relationship arising in any manner described in
paragraph (2), (3), (4) or (6) of subsection (b) of Section 7.13;

(5) any change to the property and funds, if any,
physically in the possession of the Trustee (as such) on the date of
such report;

(6) any additional issue of Subordinated Securities which
the Trustee has not previously reported; and

(7) any action taken by the Trustee in the performance of
its duties under this Subordinated Indenture which it has not
previously reported and which in its opinion materially affects the
Subordinated Securities, except action in respect of a default, notice
of which has been or is to be withheld by it in accordance with the
provisions of Section 6.10.

(b) The Trustee shall transmit to the Subordinated
Securityholders, as hereinafter provided, a brief report with respect to the
character and amount of any advances (and if the Trustee elects so to state,
the circumstances surrounding the making thereof) made by the Trustee (as such)
since the date of the last report transmitted pursuant to the provisions of
subsection (a) of this Section 5.04 (or if no such report has yet been so
transmitted, since the date of execution of this Subordinated Indenture), for
the reimbursement of which it claims or may claim a lien or charge prior to
that of the Subordinated Securities of any Series on property or funds held or
collected by it as Trustee, and which it has not previously reported pursuant
to this subsection, except that the Trustee shall not be required (but may
elect) to report such advances if such advances remaining unpaid at any time
aggregate ten percent or less of the principal amount of

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Subordinated Securities of such Series Outstanding at such time, such report to
be transmitted within 90 days after such time.

(c) Reports pursuant to this Section 5.04 shall be transmitted by
mail (i) to all Holders of Subordinated Securities of any Series, as the names
and addresses of such Holders shall appear upon the Register of the
Subordinated Securities of such Series, (ii) to such Holders of Subordinated
Securities as have, within the two years preceding such transmission, filed
their names and addresses with the Trustee for that purpose and (iii) except in
the case of reports pursuant to subsection (b) of this Section 5.04 to each
Holder whose name and address are preserved at the time by the Trustee as
provided in Section 5.02(a) hereof.

(d) A copy of each such report shall, at the time of such
transmission to Subordinated Securityholders, be filed by the Trustee with each
stock exchange upon which the Subordinated Securities of any Series are listed
and also with the Commission. The Company will notify the Trustee when and as
the Subordinated Securities of any Series become listed on any stock exchange.

ARTICLE SIX

REMEDIES OF THE TRUSTEE AND SUBORDINATED SECURITYHOLDERS
ON EVENT OF DEFAULT

SECTION 6.01. EVENTS OF DEFAULT; ACCELERATION, WAIVER OF DEFAULT AND
RESTORATION OF POSITION AND RIGHTS. The term "Event of Default" whenever used
herein with respect to any particular Series of Subordinated Securities shall
mean any one of the following events:

(a) default in the payment of any installment of interest
on any Subordinated Security of such Series as and when the same shall
become due and payable, and continuance of such default for a period
of 90 days provided however, that an extension of one or more Interest
Payment Dates by the Company in accordance with the provisions of any
Supplemental Subordinated Indenture, shall not constitute an Event of
Default, or

(b) default in the payment of all or any part of the
principal of or any premium on any Subordinated Security of such
Series as and when the same shall become due and payable whether at
maturity, by proceedings for redemption, by declaration or otherwise,
provided however, that an extension of the Stated Maturity for payment
of principal of Subordinated Securities of such Series in accordance
with the provisions of any Supplemental Subordinated Indenture, shall
not constitute an Event of Default, or

(c) default in the satisfaction of any sinking fund
payment obligation relating to such Series of Subordinated Securities,
when and as such obligation shall become due and payable provided
however, that an extension of the Stated Maturity for payment of any
sinking fund payment with respect to Subordinated Securities of such
Series in accordance with the provisions of any Supplemental
Subordinated Indenture, shall not constitute an Event of Default, or

(d) failure on the part of the Company to observe or
perform in any material respect any other of the covenants or
agreements on its part in the Subordinated Securities or in this
Subordinated Indenture (including any Supplemental Subordinated
Indenture or pursuant to any Certified Resolution, as contemplated by
Section 2.01) specifically contained for the benefit of the Holders of
the Subordinated Securities of such Series, for a

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period of 90 days after there has been given, by registered or
certified mail, to the Company by the Trustee, or to the Company and
the Trustee by the Holders of not less than 25% in principal amount of
the Subordinated Securities of such Series and all other Series so
benefited (all Series voting as one class) at the time Outstanding
under this Subordinated Indenture a written notice specifying such
failure and stating that such is a "Notice of Default" hereunder, or

(e) the entry by a court having jurisdiction in the
premises of a decree or order for relief in respect of the Company in
an involuntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or
similar official) of the Company or for any substantial part of its
property, or ordering the winding up or liquidation of its affairs, if
such decree or order shall remain unstayed and in effect for a period
of 60 consecutive days, or

(f) the commencement by the Company of a voluntary case
under any applicable bankruptcy, insolvency or other similar law now
or hereafter in effect, or the Company's consent to the entry of an
order for relief in any involuntary case under any such law, or its
consent to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or similar
official) of the Company or for any substantial part of its property,
or the making by the Company of any general assignment for the benefit
of creditors, or its failure generally to pay its debts as they become
due or the taking by the Company of any corporate action in
furtherance of any of the foregoing.

If an Event of Default shall have occurred and be continuing with
respect to any one or more Series of Outstanding Subordinated Securities, then
and in each and every such case, unless the principal amount of all the
Subordinated Securities of each Series as to which there is an Event of Default
shall have already become due and payable, either the Trustee or the Holders of
not less than 25% in principal amount of the Subordinated Securities of such
Series then Outstanding hereunder (each such Series voting as a separate class)
by notice in writing to the Company (and to the Trustee if given by
Subordinated Securityholders) may declare the principal amount (or, if the
Subordinated Securities of any such Series are Original Issue Discount
Subordinated Securities, such portion of the principal amount as may be
specified in the terms of such Series) of all the Subordinated Securities of
such Series, together with any accrued interest, to be due and payable
immediately, and upon any such declaration the same shall be immediately due
and payable, anything in this Subordinated Indenture or in the Subordinated
Securities of such Series contained to the contrary notwithstanding. The
foregoing provisions, however, are subject to the condition that if, at any
time after the principal amount of the Subordinated Securities of any one or
more Series (or of all the Subordinated Securities, as the case may be) shall
have been so declared due and payable, and before any judgment or decree for
the payment of moneys due shall have been obtained or entered as hereinafter
provided, the Company shall pay or shall deposit with the Trustee a sum
sufficient to pay all matured installments of interest upon all the
Subordinated Securities of such Series (or upon all the Subordinated
Securities, as the case may be) and the principal of any and all Subordinated
Securities of such Series (or of any and all the Subordinated Securities, as
the case may be) which shall have become due otherwise than by declaration
(with interest on overdue installments of interest to the extent permitted by
law and on such principal at the rate or rates of interest borne by, or
prescribed therefor in the Subordinated Securities of such Series to the date
of such payment or deposit) and the amounts payable to the Trustee under
Section 7.06 and any and all defaults under the Subordinated Indenture with
respect to Subordinated Securities of such Series (or all Subordinated
Securities, as the case may be), other than the non- payment of principal of
and any accrued interest on Subordinated Securities of such Series (or any
Subordinated Securities, as the case may be) which shall have become due by
declaration shall have been cured, remedied or waived as provided in Section
6.09 -- then and in every such case the Holders of a majority in principal
amount of the

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Subordinated Securities of such Series (or of all the Subordinated Securities,
as the case may be) then Outstanding (such Series or all Series voting as one
class if more than one Series are so entitled) by written notice to the Company
and to the Trustee, may rescind and annul such declaration and its
consequences; but no such rescission and annulment shall extend to or shall
affect any subsequent default, or shall impair any right consequent thereon.

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

SECTION 6.02. COVENANT OF COMPANY TO PAY TO TRUSTEE WHOLE AMOUNT DUE
ON SUBORDINATED SECURITIES ON DEFAULT IN PAYMENT OF INTEREST OR PRINCIPAL. The
Company covenants that:

(1) in case default shall be made in the payment of any
installment of interest on any of the Subordinated Securities of any
Series as and when the same shall become due and payable and which
payment has not been extended in accordance with the provisions of a
Supplemental Subordinated Indenture, and such default shall have
continued for a period of 90 days or

(2) in case default shall be made in the payment of all
or any part of the principal of any of the Subordinated Securities of
any Series when the same shall have become due and payable and which
payment has not been extended in accordance with the provisions of a
Supplemental Subordinated Indenture, whether at the Stated Maturity of
such Series or by any call for redemption or by declaration of
acceleration or otherwise or

(3) in case default shall be made in the satisfaction of
any sinking fund obligation when and as such obligation becomes due
and payable and which payment has not been extended in accordance with
the provisions of a Supplemental Subordinated Indenture,

upon demand of the Trustee, the Company will pay to the Trustee, for the
benefit of the Holders of the Subordinated Securities of such Series, the whole
amount that then shall have become due and payable on all such Subordinated
Securities of such Series for principal (and any premium) and interest and for
any overdue sinking fund payment together with interest upon the overdue
principal and installments of interest (to the extent permitted by law) at the
rate or rates of interest borne by, or prescribed therefor in, the Subordinated
Securities of such Series; and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expense of collection, including a
reasonable compensation to the Trustee, its agents and counsel, and any
expenses or liabilities incurred, and all advances made, by the Trustee
hereunder other than through its negligence or bad faith.

In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as Trustee of an express trust, shall
be entitled and empowered to institute any actions or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any
such judgment or final decree against the Company or any other obligor upon
such Subordinated Securities, and collect in the manner

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provided by law out of the property of the Company or any other obligor upon
such Subordinated Securities wherever situated the moneys adjudged or decreed
to be payable.

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

SECTION 6.03. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other similar judicial
proceeding relative to the Company or any other obligor upon the Subordinated
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the
Subordinated Securities of any Series shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue
principal or interest) shall be entitled and empowered, to the fullest extent
permitted by law, by intervention in such proceeding or otherwise:

(i) to file and prove a claim for the whole amount of
principal (and premium, if any) and interest owing and unpaid in
respect of the Subordinated Securities (or, if the Subordinated
Securities are Original Issue Discount Subordinated Securities, such
portion of the principal amount as may be specified in the terms of
such Subordinated Securities) and to file such other papers or
documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and
counsel) and of the Holders allowed in such judicial proceeding, and

(ii) to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel,
and any other amounts due the Trustee under Section 7.06.

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

SECTION 6.04. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SUBORDINATED SECURITIES. All rights of action and claims under this
Subordinated Indenture or the Subordinated Securities may be prosecuted and
enforced by the Trustee to the fullest extent permitted by law without the
possession of any of the Subordinated Securities or the production thereof in
any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the
Subordinated Securities in respect of which such judgment has been recovered.

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SECTION 6.05. APPLICATION OF MONEYS COLLECTED BY TRUSTEE. Any moneys
collected by the Trustee pursuant to Section 6.02 shall be applied in the order
following, at the date or dates fixed by the Trustee for the distribution of
such moneys, upon presentation of the several Subordinated Securities in
respect of which moneys have been collected, and stamping thereon the payment,
if only partially paid, and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due to the Trustee under
Section 7.06;

SECOND: In case the principal of the Outstanding Subordinated
Securities in respect of which moneys have been collected shall not
have become due and be unpaid, to the payment of any interest on such
Subordinated Securities, in the order of the maturity of the
installments of such interest, with interest upon the overdue
installments of interest (so far as permitted by law and to the extent
that such interest has been collected by the Trustee at the rate or
rates of interest borne by such Subordinated Securities or prescribed
therefor therein) such payments to be made ratably to the Persons
entitled thereto, without discrimination or preference;

THIRD: In case the principal of the Outstanding Subordinated
Securities in respect of which such moneys have been collected shall
have become due, by declaration or otherwise, to the payment of the
whole amount then owing and unpaid upon such Subordinated Securities
for principal and interest, if any, with interest on the overdue
principal and any installments of interest (so far as permitted by law
and to the extent that such interest has been collected by the
Trustee) at the rate or rates of interest borne by, or prescribed
therefor in, such Subordinated Securities; and in case such moneys
shall be insufficient to pay in full the whole amount so due and
unpaid upon such Subordinated Securities, then to the payment of such
principal and interest, without preference or priority of principal
over interest, or of interest over principal, or of any installment of
interest over any other installment of interest, or of any
Subordinated Security over any other Subordinated Security, ratably to
the aggregate of such principal and accrued and unpaid interest; and

FOURTH: To the payment of the remainder, with appropriate
interest to the Company or its successors or assigns, or to whomsoever
may be lawfully entitled to receive the same, or as a court of
competent jurisdiction may direct.

SECTION 6.06. LIMITATION ON SUITS BY HOLDERS OF SUBORDINATED
SECURITIES. No Holder of any Subordinated Security of any Series shall have
any right by virtue or by availing of any provision of this Subordinated
Indenture to institute any suit, action or proceeding in equity or at law upon
or under or with respect to this Subordinated Indenture or for the appointment
of a receiver or trustee, or for any other remedy hereunder, unless such Holder
previously shall have given to the Trustee written notice of a continuing Event
of Default, as hereinbefore provided, and unless also the Holders of not less
than 25% in principal amount of the Subordinated Securities of such Series then
Outstanding shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby (including
the reasonable fees of counsel for the Trustee), and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding and no
direction inconsistent with such written request shall have been given to the
Trustee pursuant to this Section 6.06; it being understood and intended, and
being expressly covenanted by the taker and Holder of every Subordinated
Security with every other taker and Holder and the Trustee, that no one or more
Holders of Subordinated Securities shall have any right in any manner whatever
by virtue or by availing of any provision of this Subordinated

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Indenture to affect, disturb or prejudice the rights of the Holders of any
other of such Subordinated Securities, or to obtain or seek to obtain priority
over or preference to any other such Holder, or to enforce any right under this
Subordinated Indenture, except in the manner herein provided and for the equal,
ratable and common benefit of all Holders of Subordinated Securities. For the
protection and enforcement of the provisions of this Section 6.06, each and
every Holder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

Notwithstanding any other provisions in this Subordinated Indenture,
the right of any Holder of any Subordinated Security to receive payment of the
principal of and interest on such Subordinated Security on or after the
respective due dates expressed in such Subordinated Security (or, in the case
of redemption, on or after the date fixed for redemption), or to institute suit
for the enforcement of any such payment on or after such respective dates shall
not be impaired or affected without the consent of such Holder.

SECTION 6.07. RIGHTS AND REMEDIES CUMULATIVE. All powers and
remedies given by this Article Six to the Trustee or to the Holders shall, to
the extent permitted by law, be deemed cumulative and not exclusive of any
thereof or of any other powers and remedies available to the Trustee or the
Holders, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Subordinated
Indenture, and no delay or omission of the Trustee or of any Holder of any of
the Subordinated Securities to exercise any right or power accruing upon any
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 6.06, every
power and remedy given by this Article Six or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by the Holders. The assertion or employment of
any right or remedy hereunder or otherwise shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

SECTION 6.08. DELAY OR OMISSION NOT WAIVER. No delay or omission of
the Trustee or of any Holder of any Subordinated Securities to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Subject to the provisions of Section 6.06, every right
and remedy given by this Article Six or by law to the Trustee or to the Holders
may be exercised from time to time, and as often as may be deemed expedient, by
the Trustee or by the Holders, as the case may be.

SECTION 6.09. CONTROL BY HOLDERS; WAIVER OF PAST DEFAULTS. The
Holders of a majority in principal amount of the Subordinated Securities of all
Series (voting as one class) at the time Outstanding (determined as provided in
Section 8.04) 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; provided, however,
that, subject to Section 7.01 the Trustee shall have the right to decline to
follow any such direction if the Trustee in reliance upon an Opinion of Counsel
determines that the action so directed may not lawfully be taken, or if the
Trustee in good faith shall, by a Responsible Officer or Officers of the
Trustee, determine that the proceedings so directed would be illegal or involve
it in personal liability or be unduly prejudicial to the rights of Holders not
parties to such direction, and provided further that nothing in this
Subordinated Indenture shall impair the right of the Trustee to take any action
deemed proper by the Trustee and which is not inconsistent with such direction
by the Holders.

The Company may set a special record date for purposes of determining
the identity of the Holders of Subordinated Securities entitled to vote or
consent to any action by vote or consent authorized or permitted by this
Section 6.09. Such record date shall be the later of 15 days prior to the
first solicitation of such consent or the date of the most recent list of
Holders furnished to the Trustee pursuant to Section 5.01 of this Subordinated
Indenture prior to such solicitation.

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The Holders of not less than a majority in principal amount of the
Subordinated Securities of any Series at the time Outstanding (determined as
provided in Section 8.04) may on behalf of the Holders of all the Subordinated
Securities of such Series waive any past Event of Default with respect to such
Series and its consequences (subject to Section 6.02), except a continuing
Event of Default specified in Section 6.01(a), (b) or (c), or in respect of a
covenant or provision of this Subordinated Indenture which under Article Ten
cannot be modified or amended without the consent of the Holder of each
Subordinated Security so affected. Upon any such waiver, the Company, the
Trustee and the Holders of the Subordinated Securities of such Series shall be
restored to their former positions and rights hereunder, respectively, and such
Event of Default shall be deemed to have been cured and not continuing for
every purpose of this Subordinated Indenture; but no such waiver shall extend
to any subsequent or other Event of Default or impair any right consequent
thereon.

SECTION 6.10. TRUSTEE TO GIVE NOTICE OF DEFAULTS KNOWN TO IT, BUT MAY
WITHHOLD IN CERTAIN CIRCUMSTANCES. The Trustee shall, within 90 days after the
occurrence of any default hereunder with respect to the Subordinated Securities
of any Series, give to the Holders of the Subordinated Securities of such
Series in the manner and to the extent provided in subsection (c) of Section
5.04 with respect to reports pursuant to subsection (a) of said Section 5.04,
notice of such default known to the Trustee unless such default shall have been
cured, remedied or waived before the giving of such notice (the term "default"
for the purposes of this Section 6.10 being hereby defined to be the events
specified in Section 6.01 and any additional events specified in the terms of
any Series of Subordinated Securities pursuant to Section 2.01 not including
any periods of grace provided for therein, and irrespective of the giving of
written notice specified in clause (d) of Section 6.01 and in any such terms);
provided, that except in the case of default in the payment of the principal of
or interest on any of the Subordinated Securities of such Series, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee, or a trust committee of directors and/or
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interest of the Holders of the
Subordinated Securities of such Series.

SECTION 6.11. REQUIREMENT OF AN UNDERTAKING TO PAY COSTS IN CERTAIN
SUITS UNDER THE SUBORDINATED INDENTURE OR AGAINST THE TRUSTEE. All parties to
this Subordinated Indenture agree, and each Holder of any Subordinated 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 Subordinated Indenture, or in any suit against the
Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section 6.11 shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Holder of
Subordinated Securities of any Series, or group of such Holders, holding in the
aggregate more than ten percent in principal amount of the Subordinated
Securities of such Series Outstanding, or to any suit instituted by any Holder
for the enforcement of the payment of the principal of or any interest or
premium on any Subordinated Security, on or after the due date expressed in
such Subordinated Security or for such interest (or in the case of any
redemption, on or after the Redemption Date).

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ARTICLE SEVEN

CONCERNING THE TRUSTEE

SECTION 7.01. CERTAIN DUTIES AND RESPONSIBILITIES OF TRUSTEE. The
Trustee, prior to the occurrence of an Event of Default and after the curing,
remedying or waiving of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Subordinated Indenture. In case an Event of Default has occurred
(which has not been cured, remedied or waived), the Trustee shall exercise such
of the rights and powers vested in it by this Subordinated Indenture, and use
the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his or her own
affairs.

No provision of this Subordinated 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, provided, however,
that:

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

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

(c) the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance
with the direction of the Holders of Subordinated Securities pursuant
to Section 6.09 relating to the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Subordinated
Indenture.

None of the provisions contained in this Subordinated Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties hereunder or in the
exercise of any of its rights or powers, if there is reasonable ground for
believing that the repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it.

SECTION 7.02. CERTAIN RIGHTS OF TRUSTEE. Except as otherwise
provided in Section 7.01:

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

(b) Any request, direction, order or demand of the
Company mentioned herein shall be sufficiently evidenced by an
Officer's Certificate (unless other evidence in respect thereof shall
be herein specifically prescribed); and any resolution of the Board of
Directors may be evidenced to the Trustee by a Certified Resolution,

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

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

(e) The Trustee shall not be liable for any action taken
or omitted by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this
Subordinated Indenture,

(f) The Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond, debenture, note or other paper or
document, unless requested in writing so to do by the Holders of
Subordinated Securities pursuant to Section 6.09; provided, however,
that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the
making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by
the terms of this Subordinated Indenture, the Trustee may require
reasonable indemnity against such costs, expenses or liabilities as a
condition to such proceeding; and provided further, that nothing in
this subsection (f) shall require the Trustee to give the Subordinated
Securityholders any notice other than that required by Section 6.10.
The reasonable expense of every such examination shall be paid by the
Company or, if paid by the Trustee, shall be reimbursed by the Company
upon demand,

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

(h) The Trustee shall be under no responsibility for the
approval by it in good faith of any expert for any of the purposes
expressed in this Subordinated Indenture.

SECTION 7.03. TRUSTEE NOT RESPONSIBLE FOR RECITALS OR APPLICATION OF
PROCEEDS. The recitals contained herein and in the Subordinated Securities
(other than the certificate of authentication on the

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Subordinated Securities) shall be taken as the statements of the Company, and
the Trustee assumes no responsibility for the correctness of the same. The
Trustee makes no representations as to the validity or sufficiency of this
Subordinated Indenture or of the Subordinated Securities. The Trustee shall
not be accountable for the use or application by the Company of any of the
Subordinated Securities or of the proceeds thereof.

SECTION 7.04. TRUSTEE MAY OWN SUBORDINATED SECURITIES. The Trustee,
any Paying Agent, registrar or any agent of the Company or of the Trustee, in
its individual or any other capacity, may become the owner or pledgee of
Subordinated Securities with the same rights it would have if it were not
Trustee, Paying Agent, registrar or such other agent.

SECTION 7.05. MONEYS RECEIVED BY TRUSTEE TO BE HELD IN TRUST. Moneys
held by the Trustee in trust need not be segregated from other funds except to
the extent required by law. The Trustee shall be under no liability for
interest on any money received by it hereunder except as otherwise agreed with
the Company.

SECTION 7.06. TRUSTEE ENTITLED TO COMPENSATION, REIMBURSEMENT AND
INDEMNITY. The Company agrees to pay to the Trustee from time to time
reasonable compensation (which shall not be limited by any provision of law in
regard to the compensation of a trustee of any express trust), and the Company
will pay or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in connection with
the acceptance or administration of its trust under this Subordinated Indenture
(including the reasonable compensation and the expenses and disbursements of
its counsel and of all Persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence or bad faith.
The Company also agrees to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad
faith on the part of the Trustee and arising out of or in connection with the
acceptance or administration of this trust, including the reasonable costs and
expenses of defending itself against any claim of liability in the premises.
The obligations of the Company under this Section to compensate the Trustee, to
pay or reimburse the Trustee for expenses, disbursements and advances and to
indemnify and hold harmless the Trustee shall constitute additional
indebtedness hereunder and shall survive the satisfaction and discharge of this
Subordinated Indenture. Such additional indebtedness shall be secured by a
lien prior to that of the Subordinated Securities upon all property and funds
held or collected by the Trustee as such, except funds held in trust for the
payment of principal of or interest or redemption premium on particular
Subordinated Securities.

SECTION 7.07. RIGHT OF TRUSTEE TO RELY ON OFFICER'S CERTIFICATE WHERE
NO OTHER EVIDENCE SPECIFICALLY PRESCRIBED. Except as otherwise provided in
Section 7.01, whenever in the administration of the provisions of this
Subordinated Indenture the Trustee shall deem it necessary or desirable that a
matter be proved or established prior to taking, suffering or omitting any
action hereunder, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may, in the absence of negligence or bad faith
on the part of the Trustee, be deemed to be conclusively proved and established
by an Officer's Certificate of the Company delivered to the Trustee, and such
Officer's Certificate, in the absence of negligence or bad faith on the part of
the Trustee, shall be full warrant to the Trustee for any action taken,
suffered or omitted by it under the provisions of this Subordinated Indenture
upon the faith thereof.

SECTION 7.08. DISQUALIFICATION; CONFLICTING INTEREST. (a) If the
Trustee has or shall acquire any conflicting interest, as defined in this
Section 7.08, it shall, within 90 days after ascertaining that it has such
conflicting interest, and if the Event of Default to which such conflicting
interest relates has not been cured or duly waived or otherwise eliminated
before the end of such 90-day period, the Trustee shall either eliminate such
conflicting interest or, except as otherwise provided in this Section 7.08,
resign in the manner and with the effect specified in Section 7.10, such
resignation to become effective upon the appointment of

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a successor trustee and such successor's acceptance of such appointment, and
the Company shall take prompt steps to appoint a successor in accordance with
Section 7.10.

(b) In the event that the Trustee shall fail to comply with the
provisions of subsection (a) of this Section 7.08, the Trustee shall, within
ten days after the expiration of such 90-day period, transmit notice of such
failure to the Subordinated Securityholders in the manner and to the extent
provided in subsection (c) of Section 5.04 with respect to reports pursuant to
subsection (a) of said Section 5.04.

(c) Subject to the provisions of Section 6.11 of this Subordinated
Indenture, unless the Trustee's duty to resign is stayed as provided in
subsection (f) of this Section 7.08, any Holder who has been a bona fide Holder
of Subordinated Securities for at least six months may, on such Holder's behalf
and on behalf of all other Holders similarly situated, petition any court of
competent jurisdiction for the removal of such Trustee and the appointment of a
successor, if such Trustee fails after written request thereof by such Holder
to comply with the provisions of subsection (a) of this Section 7.08.

(d) For the purposes of this Section 7.08 the Trustee shall be
deemed to have a conflicting interest with respect to the Subordinated
Securities of any Series if an Event of Default (exclusive of any period of
grace or requirement of notice) has occurred with respect to Subordinated
Securities of such Series and:

(1) the Trustee is trustee under another indenture under
which any other securities, or certificates of interest or
participation in any other securities, of the Company or any other
obligor on the Subordinated Securities are outstanding or is trustee
for more than one outstanding series of securities, as hereinafter
defined, under a single indenture of the Company or any other obligor
on the Subordinated Securities, unless such other indenture is a
collateral trust indenture under which the only collateral consists of
Subordinated Securities issued under this Subordinated Indenture,
provided that there shall be excluded from the operation of this
paragraph, this Subordinated Indenture with respect to the
Subordinated Securities of any other Series Outstanding, and any other
indenture or indentures under which other securities, or certificates
of interest or participation in other securities, of the Company or
any other obligor on the Subordinated Securities are outstanding, if
(A) this Subordinated Indenture is and such other indenture or
indentures (and all series of securities issued thereunder) are wholly
unsecured and rank equally, and such other indenture or indentures
(and such series) are hereafter qualified under the Trust Indenture
Act of 1939, unless the Commission shall have found and declared by
order pursuant to subsection (b) of Section 305 or subsection (c) of
Section 307 of the Trust Indenture Act of 1939, that differences exist
between the provisions of this Subordinated Indenture with respect to
Subordinated Securities of such Series and one or more other Series,
or the provisions of this Subordinated Indenture and the provisions of
such other indenture or indentures (or such series), which are so
likely to involve a material conflict of interest as to make it
necessary in the public interest or for the protection of investors to
disqualify the Trustee from acting as such under this Subordinated
Indenture with respect to Subordinated Securities of such Series and
such other Series, or under this Subordinated Indenture and such other
indenture or indentures, or (B) the Company shall have sustained the
burden of proving, on application to the Commission and after
opportunity for hearing thereon, that the trusteeship under this
Subordinated Indenture with respect to Subordinated Securities of such
Series and such other Series, or under this Subordinated Indenture and
such other indenture, is not so likely to involve a material conflict
of interest as to make it necessary in the public interest or for the
protection of investors to disqualify the Trustee from acting as such
under this Subordinated Indenture with respect to Subordinated

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Securities of such Series and such other Series, or under this
Subordinated Indenture and one of such indentures,

(2) the Trustee or any of its directors or executive
officers is an underwriter for the Company or any other obligor on the
Subordinated Securities,

(3) the Trustee directly or indirectly controls or is
directly or indirectly controlled by or is under direct or indirect
common control with an underwriter for the Company or any other
obligor on the Subordinated Securities,

(4) the Trustee or any of its directors or executive
officers is a director, officer, partner, employee, appointee or
representative of the Company or any other obligor on the Subordinated
Securities, or of an underwriter (other than the Trustee itself) for
the Company or any other obligor on the Subordinated Securities who is
currently engaged in the business of underwriting, except that (A) one
individual may be a director and/or an executive officer of the
Trustee and a director and/or an executive officer of the Company or
any other obligor on the Subordinated Securities, but may not be at
the same time an executive officer of both the Trustee and the Company
or any other obligor on the Subordinated Securities; (B) if and so
long as the number of directors of the Trustee in office is more than
nine, one additional individual may be a director and/or an executive
officer of the Trustee and a director of the Company or any other
obligor on the Subordinated Securities; and (C) the Trustee may be
designated by the Company or any other obligor on the Subordinated
Securities or by an underwriter for the Company or any other obligor
on the Subordinated Securities to act in the capacity of transfer
agent, registrar, custodian, paying agent, fiscal agent, escrow agent
or depositary, or in any other similar capacity, or, subject to the
provisions of paragraph (1) of this subsection (d), to act as trustee
whether under an indenture or otherwise,

(5) ten percent or more of the voting securities of the
Trustee is beneficially owned either by the Company or any other
obligor on the Subordinated Securities or by any director, partner or
executive officer thereof, or 20% or more of such voting securities is
beneficially owned, collectively, by any two or more of such Persons;
or ten percent or more of the voting securities of the Trustee is
beneficially owned either by an underwriter for the Company or any
other obligor on the Subordinated Securities or by any director,
partner or executive officer thereof or is beneficially owned,
collectively, by any two or more such Persons,

(6) the Trustee is the beneficial owner of, or holds as
collateral security for an obligation which is in default, as
hereinafter defined, (A) five percent or more of the voting
securities, or ten percent or more of any other class of security, of
the Company or any other obligor on the Subordinated Securities, not
including the Subordinated Securities issued under this Subordinated
Indenture and securities issued under any other indenture under which
the Trustee is also trustee, or (B) ten percent or more of any class
of security of an underwriter for the Company or any other obligor on
the Subordinated Securities,

(7) the Trustee is the beneficial owner of, or holds as
collateral security for an obligation which is in default, as
hereinafter defined, five percent or more of the voting securities of
any Person who, to the knowledge of the Trustee, owns ten percent or
more of the voting securities of, or controls directly or indirectly
or is under direct or indirect common control with the Company or any
other obligor on the Subordinated Securities,

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(8) the Trustee is the beneficial owner of, or holds as
collateral security for an obligation which is in default, as
hereinafter defined, ten percent or more of any class of security of
any Person who, to the knowledge of the Trustee, owns 50% or more of
the voting securities of the Company or any other obligor on the
Subordinated Securities or

(9) the Trustee owns on the date of the occurrence of
such Event of Default (exclusive of any period of grace or requirement
of notice) or any anniversary thereof while such Event of Default
remains outstanding, in the capacity of executor, administrator,
testamentary or inter vivos trustee, guardian, committee or
conservator, or in any other similar capacity an aggregate of 25% or
more of the voting securities or of any class of security, of any
Person, the beneficial ownership of a specified percentage of which
would have constituted a conflicting interest under paragraph (6), (7)
or (8) of this subsection (d). As to any such securities of which the
Trustee acquired ownership through becoming executor, administrator or
testamentary trustee of an estate which included them, the provisions
of the preceding sentence shall not apply, for a period of two years
from the date of such acquisition, to the extent that such securities
included in such estate do not exceed 25% of such voting securities or
25% of any such class of security. Promptly after the date of the
occurrence of any such Event of Default and annually in each
succeeding year that the Subordinated Securities or any Series thereof
remain in default, the Trustee shall make a check of its holdings of
such securities in any of the above-mentioned capacities as of such
date. If the Company or any other obligor on the Subordinated
Securities fails to make payment in full of principal of or interest
on any of the Subordinated Securities when and as the same become due
and payable and such failure continues for 30 days thereafter, the
Trustee shall make a prompt check of its holdings of such securities
in any of the above-mentioned capacities as of the date of the
expiration of such 30-day period, and after such date, notwithstanding
the foregoing provisions of this paragraph (9), all such securities so
held by the Trustee, with sole or joint control over such securities
vested in it, shall, but only so long as such failure shall continue,
be considered as though beneficially owned by the Trustee for the
purposes of paragraphs (6), (7) and (8) of this subsection (d), or

(10) except under the circumstances described in
paragraphs (1), (3), (4), (5) or (6) of Section 7.13(b), the Trustee
shall be or become a creditor of the Company or any other obligor on
the Subordinated Securities.

The specifications of percentages in paragraphs (5) to (9), inclusive,
of this subsection (d) shall not be construed as indicating that the ownership
of such percentages of the securities of a Person is or is not necessary or
sufficient to constitute direct or indirect control for the purposes of
paragraph (3) or (7) of this subsection (d).

For the purposes of paragraphs (6), (7), (8) and (9) of this
subsection (d) only, (A) the terms "security" and "securities" shall include
only such securities as are generally known as corporate securities, but shall
not include any note or other evidence of indebtedness issued to evidence an
obligation to repay moneys lent to a Person by one or more banks, trust
companies or banking firms, or any certificate of interest or participation in
any such note or evidence of indebtedness; (B) an obligation shall be deemed to
be in default when a default in payment of principal shall have continued for
30 days or more and shall not have been cured; and (C) the Trustee shall not be
deemed to be the owner or Holder of (I) any security which it holds as
collateral security (as trustee or otherwise) for an obligation which is not in
default as defined in clause (B) above, or (ii) any security which it holds as
collateral security under this Subordinated Indenture, irrespective of any
default hereunder, or (iii) any security which it holds as agent for
collection, or as custodian, escrow agent or depositary, or in any similar
representative capacity.

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(e) For the purposes of this Section 7.08:

(1) The term "underwriter" when used with reference to
the Company or any other obligor on the Subordinated Securities shall
mean every Person who, within one year prior to the time as of which
the determination is made, has purchased from the Company or any other
obligor on the Subordinated Securities with a view to, or has offered
or sold for the Company or any other obligor on the Subordinated
Securities in connection with, the distribution of any security of the
Company or any other obligor on the Subordinated Securities
outstanding at such time, or has participated or has had a direct or
indirect participation in any such undertaking, or has participated or
has had a participation in the direct or indirect underwriting of any
such undertaking, but such term shall not include a Person whose
interest was limited to a commission from an underwriter or dealer not
in excess of the usual and customary distributors' or sellers'
commission.

(2) The term "director" shall mean any director of a
Company or any individual performing similar functions with respect to
any organization whether incorporated or unincorporated.

(3) The term "trust" shall include only a trust where the
interest or interests of the beneficiary or beneficiaries are
evidenced by a security.

(4) The term "voting security" shall mean any security
presently entitling the owner or Holder thereof to vote in the
direction or management of the affairs of a Person, or any security
issued under or pursuant to any trust, agreement or arrangement
whereby a trustee or trustees or agent or agents for the owner or
Holder of such security are presently entitled to vote in the
direction or management of the affairs of a Person.

(5) The term "executive officer" shall mean the
president, every vice-president, every trust officer, the cashier, the
secretary and the treasurer of a Company, and any individual
customarily performing similar functions with respect to any
organization whether incorporated or unincorporated, but shall not
include the chairman of the board of directors.

(6) Except for purposes of paragraphs (6), (7), (8) and
(9) of subsection (d) of this Section 7.08, the term "security" or
"securities" shall mean any note, stock, treasury stock, bond,
debenture, evidence of indebtedness, certificate of interest or
participation in any profit-sharing agreement, collateral-trust
certificate, pre-organization certificate or subscription,
transferable share, investment contract, voting-trust certificate,
certificate of deposit for a security, fractional undivided interest
in oil, gas or other mineral rights, or, in general, any interest or
instrument commonly known as a "security" or any certificate of
interest or participation in, temporary or interim certificate for,
receipt for, guarantee of, or warrant or right to subscribe to or
purchase, any of the foregoing.

(7) For the purpose of subsection (d)(1) of this Section
7.08, the term "series of securities" or "series" means a series,
class or group of securities issuable under an indenture pursuant to
whose terms Holders of one such series may vote to direct the
indenture trustee, or otherwise take action pursuant to a vote of such
holders, separately from holders of another such series; provided,
that "series of securities" or "series" shall not include any series
of securities issuable under an indenture if all such series rank
equally and are wholly unsecured.

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The percentages of voting securities and other securities specified in
this Section shall be calculated in accordance with the following provisions:

(A) A specified percentage of the voting securities of
the Trustee, the Company or any other Person referred to in this
Section 7.08 (each of whom is referred to as a "Person" in this
paragraph) means such amount of the outstanding voting securities of
such Person as entitles the Holder or Holders thereof to cast such
specified percentage of the aggregate votes which the Holders of all
the outstanding voting securities of such Person are entitled to cast
in the direction or management of the affairs of such Person.

(B) A specified percentage of a class of securities of a
Person means such percentage of the aggregate amount of securities of
the class outstanding.

(C) The term "amount", when used in regard to securities,
means the principal amount if relating to evidences of indebtedness,
the number of shares if relating to capital shares, and the number of
units if relating to any other kind of security.

(D) The term "outstanding" means issued and not held by
or for the account of the issuer. The following securities shall not
be deemed outstanding within the meaning of this definition:

(i) Subordinated Securities of an issuer held in
a sinking fund relating to securities of the issuer of the
same class;

(ii) Subordinated Securities of an issuer held in
a sinking fund relating to another class of securities of the
issuer, if the obligation evidenced by such other class of
securities is not in default as to principal or interest or
otherwise;

(iii) Subordinated Securities pledged by the issuer
thereof as security for an obligation of the issuer not in
default as to principal or interest or otherwise; and

(iv) Subordinated Securities held in escrow if
placed in escrow by the issuer thereof;

provided, however, that any voting securities of an issuer shall be
deemed outstanding if any Person other than the issuer is entitled to
exercise the voting rights thereof.

(E) A security shall be deemed to be of the same class as
another security if both securities confer upon the Holder or Holders
thereof substantially the same rights and privileges, provided,
however, that, in the case of secured evidences of indebtedness, all
of which are issued under a single indenture, differences in the
interest rates or maturity dates of various series thereof shall not
be deemed sufficient to constitute such series different classes, and
provided further that, in the case of unsecured evidences of
indebtedness, differences in the interest rate or maturity dates
thereof shall not be deemed sufficient to constitute them securities
of different classes, whether or not they are issued under a single
indenture.

(f) Except in the case of a default in the payment of the
principal of or interest on any Subordinated Securities, or in the payment of
any sinking or purchase fund installment, the Trustee shall not be required to
resign as provided by this Section 7.08 if the Trustee shall have sustained the
burden of

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proving, on application to the Commission and after opportunity for hearing
thereon, that (i) the default under this Subordinated Indenture may be cured or
waived during a reasonable period and under the procedures described in such
application, and (ii) a stay of the Trustee's duty to resign will not be
inconsistent with the interests of Holders of such Series of Subordinated
Securities. The filing of such an application shall automatically stay the
performance of the duty to resign until the Commission orders otherwise. Any
resignation of the Trustee shall become effective only upon the appointment of
a successor trustee and such successor's acceptance of such appointment.

SECTION 7.09. REQUIREMENTS FOR ELIGIBILITY OF TRUSTEE. There shall
always be at least one Trustee hereunder. The Trustee hereunder shall at all
times be a Company organized and doing business as a commercial bank under the
laws of the United States of America or any state thereof or of the District of
Columbia or a Company or other Person permitted to act as a trustee by the
Commission and, in each case, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $100,000,000,
and subject to supervision or examination by Federal, State or District of
Columbia authority. If such Company publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising
or examining authority, then for the purposes of this Section, the combined
capital and surplus of such Company shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published.
No obligor on the Subordinated Securities or Person directly or indirectly
controlling, controlled by or under common control with such obligor shall
serve as Trustee. In case at any time the Trustee shall cease to be eligible
in accordance with the provisions of this Section 7.09, the Trustee shall
resign immediately in the manner and with the effect specified in this Article
Seven.

SECTION 7.10. RESIGNATION AND REMOVAL OF TRUSTEE; APPOINTMENT OF
SUCCESSOR. (a) The Trustee, or any trustee or trustees hereafter appointed,
may at any time resign with respect to one or more or all Series of
Subordinated Securities by giving written notice of such resignation to the
Company and by giving to the Holders of Subordinated Securities notice thereof
in the manner and to the extent provided in subsection (c) of Section 5.04 with
respect to reports pursuant to subsection (a) of Section 5.04. Upon receiving
such notice of resignation and if the Company shall deem it appropriate,
evidence satisfactory to it of such mailing to the Holders, the Company shall
promptly appoint a successor trustee with respect to all Series of Subordinated
Securities or, if appropriate, the applicable Series by written instrument
executed by an authorized officer of the Company, one copy of which instrument
shall be delivered to the resigning Trustee and one copy to the successor
trustee. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee, or any Holder who has
been a bona fide Holder of a Subordinated Security or Subordinated Securities
for at least six months may, subject to the provisions of Section 6.11, on such
Holder's behalf and on behalf of all others similarly situated, petition any
such court for the appointment of a successor trustee. Such court may
thereupon after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.

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

(1) the Trustee shall fail to comply with the provisions
of subsection (a) of Section 7.08 after written request therefor by
the Company or by any Subordinated Securityholder who has been a bona
fide Holder of a Subordinated Security or Subordinated Securities of
the applicable Series for at least six months, or

(2) the Trustee shall cease to be eligible in accordance
with the provisions of Section 7.09 and shall fail to resign after
written request therefor by the Company or by any such Subordinated
Securityholder, or

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

(4) the Company shall determine that the Trustee has
failed to perform its obligations under this Subordinated Indenture in
any material respect,

then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument executed by an authorized officer of
the Company, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to the provisions of
Section 6.11, any Subordinated Securityholder who has been a bona fide Holder
of a Subordinated Security or Subordinated Securities of the affected Series
for at least six months may, on such Person's behalf and on behalf of all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor trustee with respect
to such Series. 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) The Holders of a majority in principal amount of the
Subordinated Securities Outstanding (determined as provided in Section 8.04)
may at any time remove the Trustee and appoint a successor trustee by written
instrument or instruments signed by such Holders or their attorneys-in-fact
duly authorized, or by the affidavits of the permanent chairman and secretary
of a meeting of the Subordinated Securityholders evidencing the vote upon a
resolution or resolutions submitted thereto with respect to such removal and
appointment (as provided in Article Nine), and by delivery thereof to the
Trustee so removed, to the successor trustee and to the Company.

(d) Any resignation or removal of the Trustee and any appointment
of a successor trustee pursuant to any of the provisions of this Section 7.10
shall become effective upon acceptance of appointment by the successor trustee
as provided in Section 7.11.

SECTION 7.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE. Any
successor trustee appointed as provided in Section 7.10 shall execute,
acknowledge and deliver to the Company and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective and such successor
trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, duties and obligations with respect to such Series of
its predecessor hereunder, with like effect as if originally named as trustee
herein; but, nevertheless, on the written request of the Company or of the
successor trustee, the trustee ceasing to act shall, upon payment of any
amounts then due it pursuant to the provisions of Section 7.06, execute and
deliver an instrument transferring to such successor trustee all the rights and
powers with respect to the trustee so ceasing to act. Upon written request of
any such successor trustee, the Company shall execute any and all instruments
in writing for more fully and certainly vesting in and confirming to such
successor trustee all such rights and powers. Any trustee ceasing to act
shall, nevertheless, retain a lien upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the provisions of
Section 7.06.

No successor trustee shall accept appointment as provided in this
Section 7.11 unless at the time of such acceptance such successor trustee shall
be qualified under the provisions of Section 7.08 and eligible under the
provisions of Section 7.09.

Upon acceptance of appointment by a successor trustee as provided in
this Section 7.11, the successor trustee shall at the expense of the Company
transmit notice of the succession of such trustee

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hereunder to the Holders of Subordinated Securities in the manner and to the
extent provided in subsection (c) of Section 5.04 with respect to reports
pursuant to subsection (a) of said Section 5.04.

SECTION 7.12. SUCCESSOR TO TRUSTEE BY MERGER, CONSOLIDATION OR
SUCCESSION TO BUSINESS. Any Company into which the Trustee may be merged or
converted or with which it may be consolidated, or any Company resulting from
any merger, conversion or consolidation to which the Trustee shall be a party,
or any Company succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such Company shall be qualified under the provisions of Section 7.08
and eligible under the provisions of Section 7.09, without the execution or
filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding.

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

SECTION 7.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. (a)
Subject to the provisions of subsection (b) of this Section 7.13, if the
Trustee shall be or shall become a creditor, directly or indirectly, secured or
unsecured, of the Company or any other obligor on the Subordinated Securities
within three months prior to a default, as defined in subsection (c) of this
Section 7.13, or subsequent to such a default, then, unless and until such
default shall be cured, the Trustee shall set apart and hold in a special
account for the benefit of the Trustee individually, the Holders of the
Subordinated Securities for which it is acting as Trustee, and the holders of
other indenture securities (as defined in subsection (c) of this Section 7.13):

(1) an amount equal to any and all reductions in the
amount due and owing upon any claim as such creditor in respect of
principal or interest, effected after the beginning of such three
months' period, and valid as against the Company or such other obligor
on the Subordinated Securities and its other creditors, except any
such reduction resulting from the receipt or disposition of any
property described in paragraph (2) of this subsection, or from the
exercise of any right of set-off which the Trustee could have
exercised if a petition in bankruptcy had been filed by or against the
Company or such other obligor on the Subordinated Securities upon the
date of such default; and

(2) all property received by the Trustee in respect of
any claims as such creditor, either as security therefor, or in
satisfaction or composition thereof, or otherwise, after the beginning
of such three months' period, or an amount equal to the proceeds of
any such property if disposed of, subject, however, to the rights, if
any, of the Company or such other obligor on the Subordinated
Securities and their respective other creditors in such property or
such proceeds.

Nothing herein contained, however, shall affect the right of the Trustee:

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(A) to retain for its own account (i) payments made on
account of any such claim by any Person (other than the Company or
such other obligor on the Subordinated Securities) who is liable
thereon, and (ii) the proceeds of the bona fide sale of any such claim
by the Trustee to a third Person, and (iii) distributions made in
cash, securities or other property in respect of claims filed against
the Company or such other obligor on the Subordinated Securities in
bankruptcy or receivership or in proceedings for reorganization
pursuant to Title 11 of the United States Code or applicable State
laws;

(B) to realize, for its own account, upon any property
held by it as security for any such claim, if such property was so
held prior to the beginning of such three months' period;

(C) to realize, for its own account, but only to the
extent of the claim hereinafter mentioned, upon any property held by
it as security for any such claim, if such claim was created after the
beginning of such three months' period and such property was received
as security therefor simultaneously with the creation thereof, and if
the Trustee shall sustain the burden of proving that at the time such
property was so received, the Trustee had no reasonable cause to
believe that a default, as defined in subsection (c) of this Section
7.13, would occur within three months; or

(D) to receive payment on any claim referred to in
paragraph (B) or (C), against the release of any property held as
security for such claim as provided in such paragraph (B) or (C), as
the case may be, to the extent of the fair value of such property.

For the purposes of paragraphs (B), (C) and (D), property substituted
after the beginning of such three months' period for property held as security
at the time of such substitution shall, to the extent of the fair value of the
property released, have the same status as the property released, and to the
extent that any claim referred to in any of such paragraphs is created in
renewal of or in substitution for or for the purpose of repaying or refunding
any preexisting claim of the Trustee as such creditor, such claim shall have
the same status as such preexisting claim.

If the Trustee shall be required to account, the funds and property
held in such special account and the proceeds thereof shall be apportioned
among the Trustee, the Holders of Subordinated Securities for which it is
acting as Trustee, and the holders of other indenture securities in such manner
that the Trustee, such Subordinated Securityholders and the holders of other
indenture securities realize, as a result of payments from such special account
and payments of dividends on claims filed against the Company or such other
obligor on the Subordinated Securities in bankruptcy or receivership or in
proceedings for reorganization pursuant to Title 11 of the United States Code
or applicable State law, the same percentage of their respective claims,
figured before crediting to the claim of the Trustee anything on account of the
receipt by it from the Company or such other obligor on the Subordinated
Securities of the funds and property in such special account and before
crediting to the respective claims of the Trustee, such Subordinated
Securityholders, and the holders of other indenture securities dividends on
claims filed against the Company or such other obligor on the Subordinated
Securities in bankruptcy or receivership or in proceedings for reorganization
pursuant to Title 11 of the United States Code or applicable State law, but
after crediting thereon receipts on account of the indebtedness represented by
their respective claims from all sources other than from such dividends and
from the funds and property so held in such special account. As used in this
paragraph, with respect to any claim, the term "dividends" shall include any
distribution with respect to such claim in bankruptcy or receivership or in
proceedings for reorganization pursuant to Title 11 of the United States Code
or applicable State law, whether such distribution is made in cash, securities
or other property, but shall not include any such distribution with respect to
the secured portion, if any, of such claim. The court in which such
bankruptcy, receivership or proceeding for reorganization is pending shall

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have jurisdiction (i) to apportion among the Trustee, such Subordinated
Securityholders, and the holders of other indenture securities, in accordance
with the provisions of this paragraph, the funds and property held in such
special account and the proceeds thereof, or (ii) in lieu of such apportionment
in whole or in part, to give to the provisions of this paragraph due
consideration in determining the fairness of the distributions to be made to
the Trustee, such Subordinated Securityholders and the holders of other
indenture securities with respect to their respective claims, in which event it
shall not be necessary to liquidate or to appraise the value of any securities
or other property held in such special account or as security for any such
claim, or to make a specific allocation of such distributions as between the
secured and unsecured portions of such claim, or otherwise to apply the
provisions of this paragraph as a mathematical formula.

Any Trustee who has resigned or been removed after the beginning of
such three months' period shall be subject to the provisions of this subsection
(a) as though such resignation or removal had not occurred. If any Trustee has
resigned or been removed prior to the beginning of such three months' period,
it shall be subject to the provisions of this subsection (a) if and only if the
following conditions exist:

(i) the receipt of property or reduction of claim which
would have given rise to the obligation to account, if such Trustee
had continued, as trustee, occurred after the beginning of such three
months' period; and

(ii) such receipt of property or reduction of claim
occurred within three months after such resignation or removal.

In every case commenced under the Bankruptcy Act of 1898, or any
amendment thereto enacted prior to November 6, 1978, all references to periods
of three months shall be deemed to be references to periods of four months.

(b) There shall be excluded from the operation of subsection (a)
of this Section 7.13 a creditor relationship arising from:

(1) the ownership or acquisition of securities issued
under any indenture, or any security or securities having a maturity
of one year or more at the time of acquisition by the Trustee;

(2) advances authorized by a receivership or bankruptcy
court of competent jurisdiction, or by this Subordinated Indenture,
for the purpose of preserving any property which shall at any time be
subject to the lien of this Subordinated Indenture or of discharging
tax liens or other prior liens or encumbrances thereon, if notice of
such advance and of the circumstances surrounding the making thereof
is given to the Subordinated Securityholders at the time and in the
manner provided in Section 5.04(c) with respect to reports pursuant to
subsections (a) and (b) thereof, respectively;

(3) disbursements made in the ordinary course of business
in the capacity of trustee under an indenture, transfer agent,
registrar, custodian, paying agent, fiscal agent or depositary, or
other similar capacity;

(4) an indebtedness created as a result of services
rendered or premises rented, or an indebtedness created as a result of
goods or securities sold in a cash transaction as defined in
subsection (c) of this Section 7.13;

(5) the ownership of stock or of other securities of a
Company organized under the provisions of Section 25(a) of the Federal
Reserve Act, as amended, which is

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directly or indirectly a creditor of the Company or any other obligor
on the Subordinated Securities; and

(6) the acquisition, ownership, acceptance or negotiation
of any drafts, bills of exchange, acceptances or obligations which
fall within the classification of self-liquidating paper as defined in
subsection (c) of this Section 7.13.

(1) the term "default" shall mean any failure to make
payment in full of the principal of or interest on any of the
Subordinated Securities or on the other indenture securities when and
as such principal or interest becomes due and payable.

(2) the term "other indenture securities" shall mean
securities upon which the Company or any other obligor on the
Subordinated Securities is an "obligor" (as defined in the Trust
Indenture Act of 1939) outstanding under any other indenture (A) under
which the Trustee is also trustee, (B) which contains provisions
substantially similar to the provisions of subsection (a) of this
Section 7.13, and (C) under which a default exists at the time of the
apportionment of the funds and property held in said special account.

(3) the term "cash transaction" shall mean any
transaction in which full payment for goods or securities sold is made
within seven days after delivery of the goods or securities in
currency or in checks or other orders drawn upon banks or bankers and
payable upon demand.

(4) the term "self-liquidating paper" shall mean any
draft, xxxx of exchange, acceptance or obligation which is made,
drawn, negotiated or incurred by the Company or any other obligor on
the Subordinated Securities for the purpose of financing the purchase,
processing, manufacture, shipment, storage or sale of goods, wares or
merchandise and which is secured by documents evidencing title to,
possession of, or a lien upon, the goods, wares or merchandise or the
receivables or proceeds arising from the sale of the goods, wares or
merchandise previously constituting the security, provided the
security is received by the Trustee simultaneously with the creation
of the creditor relationship with the Company or any other obligor on
the Subordinated Securities arising from the making, drawing,
negotiating or incurring of the draft, xxxx of exchange, acceptance or
obligation.

ARTICLE EIGHT

CONCERNING THE SUBORDINATED SECURITYHOLDERS

SECTION 8.01. EVIDENCE OF ACTION BY SUBORDINATED SECURITYHOLDERS.
Whenever in this Subordinated Indenture it is provided that the Holders of a
specified percentage in principal amount of the Subordinated Securities of any
or all Series may take any action (including the making of any demand or
request, the giving of any notice, consent or waiver or the taking of any other
action), the fact that at the time of taking any such action the Holders of
such specified percentage have joined therein may be evidenced (a) by any
instrument or any number of instruments of similar tenor executed by such
Subordinated Securityholders in Person or by agent or proxy appointed in
writing, or (b) by the record of such Holders of Subordinated Securities voting
in favor thereof at any meeting of such Subordinated Securityholders duly
called and held in accordance with the provisions of Article Nine, or (c) by a

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combination of such instrument or instruments and any such record of such a
meeting of such Subordinated Securityholders.

SECTION 8.02. PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF
SUBORDINATED SECURITIES. Subject to the provisions of Sections 7.01, 7.02 and
9.05, proof of the execution of any instrument by a Subordinated Securityholder
or such Holder's agent or proxy and proof of the holding by any Person of any
of the Subordinated Securities shall be sufficient if made in the following
manner:

(a) The fact and date of the execution by any such Person
of any instrument may be proved in any reasonable manner acceptable to
the Trustee.

(b) The ownership of Subordinated Securities of any
Series (including Global Subordinated Securities) shall be proved by
the Register of such Subordinated Securities of such Series, or by
certificates of the Subordinated Security registrar or registrars
thereof.

The Trustee shall not be bound to recognize any Person as a
Subordinated Securityholder unless and until such Person's title to the
Subordinated Securities held by it is proved in the manner in this Article
Eight provided.

The record of any Subordinated Securityholders' meeting shall be
proved in the manner provided in Section 9.06.

The Trustee may accept such other proof or require such additional
proof of any matter referred to in this Section 8.02 as it shall deem
reasonable.

SECTION 8.03. WHO MAY BE DEEMED OWNERS OF SUBORDINATED SECURITIES.
Prior to due presentment for transfer of any Subordinated Security, the
Company, the Trustee and any agent of the Company or the Trustee may deem and
treat the Person in whose name such Subordinated Security shall be registered
upon the Register of Subordinated Securities of the Series of which such
Subordinated Security is a part as the absolute owner of such Subordinated
Security (whether or not such Subordinated Security shall be overdue and
notwithstanding any notation of ownership or other writing thereon) for the
purpose of receiving payment of or on account of the principal of and interest,
subject to Section 2.03, on such Subordinated Security and for all other
purposes; and neither the Company nor the Trustee nor any agent of the Company
or the Trustee shall be affected by any notice to the contrary. All such
payments so made to any such 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 of moneys payable upon any such
Subordinated Security.

If the Subordinated Securities of any Series are issued in the form of
one or more Global Subordinated Securities, the Depository therefor may grant
proxies to Persons having a beneficial ownership in such Global Subordinated
Security or Subordinated Securities for purposes of voting or otherwise
responding to any request for consent, waiver or other action which the Holder
of such Subordinated Security is entitled to grant or take under this
Subordinated Indenture and the Trustee shall accept such proxies for the
purposes granted; provided that neither the Trustee nor the Company shall have
any obligation with respect to the grant of or solicitation by the Depository
of such proxies.

SECTION 8.04. SUBORDINATED SECURITIES OWNED BY THE COMPANY OR
CONTROLLED OR CONTROLLING PERSONS DISREGARDED FOR CERTAIN PURPOSES. In
determining whether the Holders of the requisite principal amount of
Subordinated Securities have concurred in any demand, direction, request,
notice, vote, consent, waiver or other action under this Subordinated
Indenture, Subordinated Securities which are owned by the Company or any other
obligor on the Subordinated Securities or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
the Company or any other

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obligor on the Subordinated 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 demand, direction, request, notice, vote, consent, waiver or other
action, only Subordinated Securities which a Responsible Officer of the Trustee
assigned to its principal office knows are so owned shall be so disregarded.
Subordinated Securities so owned which have been pledged in good faith may be
regarded as Outstanding for the purposes of this Section 8.04, if the pledgee
shall establish to the satisfaction of the Trustee the pledgee's right to vote
such Subordinated Securities and that the pledgee is not a Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any such other obligor.

Upon request of the Trustee, the Company shall furnish to the Trustee
promptly an Officer's Certificate listing and identifying all Subordinated
Securities, if any, known by the Company to be owned or held by or for the
account of the Company or any other obligor on the Subordinated Securities or
by any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company or any other obligor on the
Subordinated Securities; and, subject to the provisions of Section 7.01, the
Trustee shall be entitled to accept such Officer's Certificate as conclusive
evidence of the facts therein set forth and of the fact that all Subordinated
Securities not listed therein are Outstanding for the purpose of any such
determination.

SECTION 8.05. INSTRUMENTS EXECUTED BY SUBORDINATED SECURITYHOLDERS
BIND FUTURE HOLDERS. At any time prior to (but not after) the evidencing to
the Trustee, as provided in Section 8.01, of the taking of any action by the
Holders of the percentage in principal amount of the Subordinated Securities
specified in this Subordinated Indenture in connection with such action, any
Holder of a Subordinated Security which is shown by the evidence to be included
in the Subordinated Securities the Holders of which have consented to such
action may, by filing written notice with the Trustee at its principal office
and upon proof of holding as provided in Section 8.02, revoke such action so
far as concerns such Subordinated Security. Except as aforesaid any such
action taken by the Holder of any Subordinated Security and any direction,
demand, request, notice, waiver, consent, vote or other action of the Holder of
any Subordinated Security which by any provisions of this Subordinated
Indenture is required or permitted to be given shall be conclusive and binding
upon such Holder and upon all future Holders and owners of such Subordinated
Security, and of any Subordinated Security issued in lieu thereof, irrespective
of whether any notation in regard thereto is made upon such Subordinated
Security. Any action taken by the Holders of the percentage in principal
amount of the Subordinated Securities of any or all Series specified in this
Subordinated Indenture in connection with such action shall be conclusively
binding upon the Company, the Trustee and the Holders of all of the
Subordinated Securities of such Series subject, however, to the provisions of
Section 7.01.

ARTICLE NINE
SUBORDINATED SECURITYHOLDERS' MEETINGS

SECTION 9.01. PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A meeting
of Holders of Subordinated Securities of any or all Series may be called at any
time and from time to time pursuant to the provisions of this Article for any
of the following purposes:

(1) 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 Holders of Subordinated Securities of
any or all Series, as the case may be, pursuant to any of the
provisions of Article Six;

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(2) to remove the Trustee and appoint a successor trustee
pursuant to the provisions of Article Seven;

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

(4) to take any other action authorized to be taken by or
on behalf of the Holders of any specified principal amount of the
Subordinated Securities of any or all Series, as the case may be,
under any other provision of this Subordinated Indenture or under
applicable law.

SECTION 9.02. MANNER OF CALLING MEETINGS. The Trustee may at any
time call a meeting of Subordinated Securityholders to take any action
specified in Section 9.01, to be held at such time and at such place in The
City of New York, New York, as the Trustee shall determine. Notice of every
meeting of Subordinated Securityholders, setting forth the time and place of
such meeting and in general terms the action proposed to be taken at such
meeting, shall be mailed not less than 20 nor more than 60 days prior to the
date fixed for the meeting.

SECTION 9.03. CALL OF MEETING BY THE COMPANY OR SUBORDINATED
SECURITYHOLDERS. In case at any time the Company pursuant to a resolution of
its Board of Directors, or the Holders of not less than ten percent in
principal amount of the Subordinated Securities of any or all Series, as the
case may be, then Outstanding, shall have requested the Trustee to call a
meeting of Holders of Subordinated Securities of any or all Series, as the case
may be, to take any action authorized in Section 9.01 by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have mailed notice of such meeting within 20
days after receipt of such request, then the Company or such Holders of
Subordinated Securities in the amount above specified may determine the time
and place in either the City and County of San Francisco, California or The
City of New York, New York for such meeting and may call such meeting to take
any action authorized in Section 9.01, by mailing (and publishing, if required)
notice thereof as provided in Section 9.02.

SECTION 9.04. WHO MAY ATTEND AND VOTE AT MEETINGS. To be entitled to
vote at any meeting of Subordinated Securityholders a Person shall (a) be a
Holder of one or more Subordinated Securities with respect to which the meeting
is being held; or (b) be a Person appointed by an instrument in writing as
proxy by such Holder of one or more Subordinated Securities. The only Persons
who shall be entitled to be present or to speak at any meeting of Subordinated
Securityholders shall be the Persons entitled to vote at such meeting and their
counsel and any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.

SECTION 9.05. REGULATIONS MAY BE MADE BY TRUSTEE; CONDUCT OF THE
MEETING; VOTING RIGHTS - ADJOURNMENT. Notwithstanding any other provisions of
this Subordinated Indenture, the Trustee may make such reasonable regulations
as it may deem advisable for any meeting of Subordinated Securityholders, in
regard to proof of the holding of Subordinated Securities and of the
appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates
and other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall think fit. Except as otherwise permitted or
required by any such regulations, the holding of Subordinated Securities shall
be proved in the manner specified in Section 8.02. and the appointment of any
proxy shall be proved in the manner specified in said Section 8.02; provided,
however, that such regulations may provide that written instruments appointing
proxies regular on their face, may be presumed valid and genuine without the
proof hereinabove or in said Section 8.02 specified.

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The Trustee shall by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Subordinated Securityholders as provided in Section 9.03, in
which case the Company or the Subordinated Securityholders calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
majority vote of the meeting.

Subject to the provisions of Section 8.04, at any meeting each
Subordinated Securityholder or proxy shall be entitled to one vote for each
$1,000 principal amount (in the case of Original Issue Discount Subordinated
Securities, such principal amount shall be equal to such portion of the
principal amount as may be specified in the terms of such Series) of
Subordinated Securities held or represented by such Holder; provided, however,
that no vote shall be cast or counted at any meeting in respect of any
Subordinated Security challenged as not Outstanding and ruled by the chairman
of the meeting to be not Outstanding. The chairman of the meeting shall have
no right to vote other than by virtue of Subordinated Securities held by such
Person or instruments in writing as aforesaid duly designating such Person as
the Person to vote on behalf of other Subordinated Securityholders. Any
meeting of Subordinated Securityholders duly called pursuant to the provisions
of Section 9.02 or 9.03 may be adjourned from time to time, and the meeting may
be held so adjourned without further notice.

At any meeting of Subordinated Securityholders, the presence of
Persons holding or representing Subordinated Securities in principal amount
sufficient to take action on the business for the transaction of which such
meeting was called shall constitute a quorum, but, if less than a quorum is
present, the Persons holding or representing a majority in principal amount of
the Subordinated Securities represented at the meeting may adjourn such meeting
with the same effect for all intents and purposes, as though a quorum had been
present.

SECTION 9.06. MANNER OF VOTING AT MEETINGS AND RECORD TO BE KEPT.
The vote upon any resolution submitted to any meeting of Subordinated
Securityholders shall be by written ballots on which shall be subscribed the
signatures of the Holders of Subordinated Securities or of their
representatives by proxy and the principal amount or principal amounts of the
Subordinated Securities held or represented by them. The permanent chairman of
the meeting shall appoint two inspectors of votes who shall count all votes
cast at the meeting for or against any resolution and who shall make and file
with the secretary of the meeting their verified written reports in duplicate
of all votes cast at the meeting. A record in duplicate of the proceedings of
each meeting of Subordinated Securityholders shall be prepared by the secretary
of the meeting and there shall be attached to said record the original reports
of the inspectors of votes on any vote by ballot taken thereat and affidavits
by one or more Persons having knowledge of the facts setting forth a copy of
the notice of the meeting and showing that said notice was mailed as provided
in Section 9.02. The record shall show the principal amount or principal
amounts of the Subordinated Securities voting in favor of or against any
resolution. The record shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one copy thereof shall be
delivered to the Company and the other to the Trustee to be preserved by the
Trustee.

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

SECTION 9.07. EXERCISE OF RIGHTS OF TRUSTEE AND SUBORDINATED
SECURITYHOLDERS NOT TO BE HINDERED OR DELAYED. Nothing in this Article Nine
contained shall be deemed or construed to authorize or permit, by reason of any
call of a meeting of Subordinated Securityholders or any rights expressly or
impliedly conferred hereunder to make such call, any hindrances or delay in the
exercise of any right or rights conferred upon or reserved to the Trustee or to
the Subordinated Securityholders under any of the provisions of this
Subordinated Indenture or of the Subordinated Securities.

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ARTICLE TEN

SUPPLEMENTAL SUBORDINATED INDENTURES

SECTION 10.01. PURPOSES FOR WHICH SUPPLEMENTAL SUBORDINATED
INDENTURES MAY BE ENTERED INTO WITHOUT CONSENT OF SUBORDINATED SECURITYHOLDERS.
Without the consent of the Holders of any Subordinated Securities, the Company
and the Trustee may from time to time and at any time enter into an indenture
or indentures supplemental hereto (which shall comply with the provisions of
the Trust Indenture Act of 1939 as then in effect) for one or more of the
following purposes:

(a) if deemed appropriate by the Company or required by
law, to evidence the succession of another Company to the Company or
successive successions and the assumption by the successor Company of
the covenants, agreements and obligations of the Company pursuant to
Article Four hereof,

(b) to add to the covenants of the Company such further
covenants, restrictions or conditions as its Board of Directors and
the Trustee shall consider to be for the protection of the Holders of
all or any Series of Subordinated Securities (and if such covenants,
restrictions or conditions are to be for the benefit of less than all
Series of Subordinated Securities, stating that such covenants,
restrictions or conditions are expressly being included solely for the
benefit of such Series), and to make the occurrence, or the occurrence
and continuance, of a default in any such additional covenants,
restrictions or conditions an Event of Default permitting the
enforcement of all or any of the several remedies provided in this
Subordinated Indenture as herein set forth; provided, however, that in
respect to any such additional covenant, restriction or condition such
Supplemental Subordinated Indenture may provide for a particular
period of grace after default (which period may be shorter or longer
than that allowed in the case of other defaults) or may provide for an
immediate enforcement upon such default or may limit the remedies
available to the Trustee upon such default,

(c) to add or change any of the provisions of this
Subordinated Indenture to such extent as shall be necessary to
facilitate the issuance of Subordinated Securities in (i) global form
or (ii) bearer form, registerable or not registerable as to principal
or principal and interest, and with or without coupons,

(d) to change or eliminate any of the provisions of this
Subordinated Indenture; provided, however, that any such change or
elimination shall become effective only when there is no Subordinated
Security of any Series Outstanding created prior to the execution of
such Supplemental Subordinated Indenture which is entitled to the
benefit of such provision,

(e) to establish the form or terms of Subordinated
Securities of any Series as permitted by Sections 2.01 and 2.02,

(f) to appoint, at the request of the Trustee, a
successor Trustee for a particular Series of Subordinated Securities
to act as such pursuant to the provisions of this Subordinated
Indenture and to add to or change the provisions of this Subordinated
Indenture to such extent as shall be necessary to facilitate the
performance of the duties of such trustee and

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(g) to cure any ambiguity or to correct or supplement any
provisions contained herein or in any Supplemental Subordinated
Indenture which may be defective or inconsistent with any other
provision contained herein or in any Supplemental Subordinated
Indenture, or to make such other provisions in regard to matters or
questions arising under this Subordinated Indenture or any
Supplemental Subordinated Indenture which shall not adversely affect
the interests of the Holders of the Subordinated Securities.

SECTION 10.02. MODIFICATION OF SUBORDINATED INDENTURE WITH CONSENT OF
HOLDERS OF SUBORDINATED SECURITIES. With the consent (evidenced as provided in
Section 8.01) of the Holders of not less than a majority in principal amount of
the Subordinated Securities of all Series at the time Outstanding (determined
as provided in Section 8.04) affected by such Supplemental Subordinated
Indenture (voting as one class), the Company and the Trustee may from time to
time and at any time enter into an indenture or indentures supplemental hereto
(which shall comply with the provisions of the Trust Indenture Act of 1939 as
then in effect) for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Subordinated Indenture or
of any Supplemental Subordinated Indenture or of modifying in any manner the
rights of the Holders of the Subordinated Securities of each such Series;
provided, however, that no such Supplemental Subordinated Indenture shall,
without the consent of the Holders of each Outstanding Subordinated Security
affect thereby:

(a) Change the fixed maturity or Redemption Date of any
Subordinated Security or reduce the rate of interest thereon or the
method of determining such rate of interest or extend the time of
payment of interest or reduce the principal amount (including the
amount of principal of an Original Issue Discount Subordinated
Security that would be due upon declaration of acceleration of the
maturity thereof pursuant to Section 6.01 hereof) thereof or reduce
any premium payable upon the redemption thereof, or change the coin or
currency in which any Subordinated Security or the interest thereon is
payable or impair the right to institute suit for the enforcement of
any such payment on or after the maturity thereof (or, in the case of
redemption, on or after the Redemption Date), or

(b) Reduce the percentage in principal amount of the
Outstanding Subordinated Securities the consent of the Holders of
which is required for any such Supplemental Subordinated Indenture, or
the consent of the Holders of which is required for any waiver (of
compliance with certain provisions of this Subordinated Indenture or
certain defaults hereunder and their consequences) provided for in
this Subordinated Indenture or

(d) Modify any of the provisions of this Section 10.02,
except to increase any such percentage or to provide that certain
other provisions of this Subordinated Indenture cannot be modified or
waived without the consent of the Holder of each Subordinated Security
affected thereby.

A Supplemental Subordinated Indenture which changes or eliminates any
covenant or other provision of this Subordinated Indenture which has expressly
been included solely for the benefit of one or more particular Series of
Subordinated Securities, or which modifies the rights of Holders of
Subordinated Securities of such Series with respect to such covenant or other
provision, shall be deemed not to affect the rights under this Subordinated
Indenture of the Holders of Subordinated Securities of any other Series.

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It shall not be necessary for the consent of the Subordinated
Securityholders under this Section 10.02 to approve the particular form of any
proposed Supplemental Subordinated Indenture, but it shall be sufficient if
such consent shall approve the substance thereof.

Promptly after the execution by the Company and the Trustee of any
Supplemental Subordinated Indenture pursuant to the provisions of this Section
10.02, the Company shall mail a notice to the Holders of Registered
Subordinated Securities of each Series so affected, setting forth in general
terms the substance of such Supplemental Subordinated Indenture. Any failure
of the Company to mail or publish such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any such Supplemental
Subordinated Indenture.

SECTION 10.03. EFFECT OF SUPPLEMENTAL SUBORDINATED INDENTURES. Upon
the execution of any Supplemental Subordinated Indenture pursuant to the
provisions of this Article Ten, this Subordinated 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
Subordinated Indenture of the Trustee, the Company and the Holders of
Subordinated 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 Subordinated Indenture shall
be and be deemed to be part of the terms and conditions of this Subordinated
Indenture for any and all purposes.

The Trustee shall be entitled to receive, and subject to the
provisions of Section 7.01 shall be entitled to rely upon, an Opinion of
Counsel as conclusive evidence that any such Supplemental Subordinated
Indenture complies with the provisions of this Article Ten and that the
Subordinated Securities affected by the Supplemental Subordinated Indenture,
when such Subordinated Securities are authenticated and delivered by the
Trustee and executed and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will be valid and binding
obligations of the Company, except as any rights thereunder may be limited by
bankruptcy, insolvency and other similar laws affecting the enforcement of
creditors' rights generally and by general equity principles.

SECTION 10.04. SUBORDINATED SECURITIES MAY BEAR NOTATION OF CHANGES
BY SUPPLEMENTAL SUBORDINATED INDENTURES. Subordinated Securities authenticated
and delivered after the execution of any Supplemental Subordinated Indenture
pursuant to the provisions of this Article Ten, or after any action taken at a
Subordinated Securityholders' meeting pursuant to Article Nine, may bear a
notation in form approved by the Trustee as to any matter provided for in such
Supplemental Subordinated Indenture or as to any action taken at any such
meeting. If the Company or the Trustee shall so determine, new Subordinated
Securities so modified as to conform, in the opinion of the Trustee and the
Company, to any modification of this Subordinated Indenture contained in any
such Supplemental Subordinated Indenture may be prepared by the Company,
authenticated by the Trustee and delivered in exchange for the Subordinated
Securities then Outstanding.

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ARTICLE ELEVEN

DISCHARGE; DEFEASANCE

SECTION 11.01. DISCHARGE OF SUBORDINATED INDENTURE. If the Company
shall pay and discharge or cause to be paid or discharged the entire
indebtedness on all Outstanding Subordinated Securities by paying or causing to
be paid the principal of (including redemption premium, if any) and interest on
the Outstanding Subordinated Securities, as and when the same become due and
payable or by delivering to the Trustee, for cancellation by it, all
Outstanding Subordinated Securities, and if the Company shall also pay or
cause to be paid all other sums payable hereunder by it, thereupon, upon
written request of the Company and upon receipt by the Trustee of such
certificates, if any, as the Trustee shall reasonably require, to the effect
that all conditions precedent to the satisfaction and discharge of the
Company's obligations under this Subordinated Indenture have been complied
with, this Subordinated Indenture shall be discharged and terminated and the
Trustee shall forthwith execute proper instruments acknowledging satisfaction
of and discharging and terminating this Subordinated Indenture with respect to
the Company's obligations hereunder and any such other interests.

The Company may at any time surrender to the Trustee for cancellation
by it any Subordinated Securities previously authenticated and delivered,
belonging which the Company may have acquired in any manner whatsoever, and
such Subordinated Securities, upon such surrender and cancellation, shall be
deemed to be paid and retired.

SECTION 11.02. DISCHARGE OF LIABILITY ON SUBORDINATED SECURITIES
Upon the deposit with the Trustee, in trust, at or before maturity, of money or
securities of the kind and in the necessary amount (as provided in Section
11.04 of this Subordinated Indenture) to pay or redeem Outstanding Subordinated
Securities (whether upon or prior to their maturity or the Redemption Date of
such Subordinated Securities, provided that, if such Subordinated Securities
are to be redeemed prior to the maturity thereof, notice of such redemption
shall have been given as in Article Three hereof provided or provision
satisfactory to the Trustee shall have been made for the giving of such
notice), the obligation of the Company duly and punctually to pay or cause to
be paid the principal of and any interest and premium in respect of such
Subordinated Securities and all liability of the Company in respect of such
payment shall cease, terminate and be completely discharged and the Holders
thereof shall thereafter be entitled only to payment out of the money or
securities deposited with the Trustee as aforesaid for their payment; provided,
however, that this discharge of the Company's obligation so to pay and of the
liability of the Company in respect of such payment shall not occur unless the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that Holders of the Subordinated Securities of such Series will not recognize
income, gain or loss for Federal income tax purposes as a result of such
discharge.

SECTION 11.03. DISCHARGE OF CERTAIN COVENANTS AND OTHER OBLIGATIONS.
Upon the deposit with the Trustee, in trust, prior to maturity of money or
securities of the kind and in the necessary amount (as provided in Section
11.04 of this Subordinated Indenture) to pay or redeem Outstanding Subordinated
Securities of one or more Series (whether upon or prior to their maturity or
the Redemption Date of such Subordinated Securities, provided that, if such
Subordinated Securities are to be redeemed prior to the maturity thereof,
notice of such redemption shall have been given as in Article Three hereof
provided or provision satisfactory to the Trustee shall have been made for the
giving of such notice), all of the obligations, covenants and agreements of the
Company with respect to such Subordinated Securities except those set forth in
Section 4.01, 4.03 and 4.04 shall cease, terminate and be completely
discharged.

SECTION 11.04. DISCHARGE OF CERTAIN OBLIGATIONS UPON DEPOSIT OF MONEY
OR SUBORDINATED SECURITIES WITH TRUSTEE. The conditions for deposit of money
or securities contained in Sections 11.02 and 11.03 shall have been satisfied
whenever with respect to any Subordinated Securities denominated in United

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States Dollars, the Company shall have deposited or caused to be deposited
irrevocably in trust with the Trustee dedicated solely to the benefit of the
Holders of such Subordinated Securities:

(a) Lawful money of the United States of America in an
amount equal to the principal amount of such Subordinated Securities
and all unpaid interest thereon to maturity, except that, in the case
of Subordinated Securities which are to be redeemed prior to maturity,
the amount so to be deposited or held shall be the principal amount of
such Subordinated Securities and interest thereon to the Redemption
Date, together with the redemption premium, if any; or

(b) Direct obligations of the United States of America or
obligations the principal of and interest on which are guaranteed by
the United States of America (which obligations are not subject to
redemption prior to maturity at the option of the issuer), in such
amounts and maturing at such times that the proceeds of said
obligations to be received upon their respective maturities and
interest payment dates will provide funds sufficient to pay the
principal, premium, if any, and interest to maturity, or to the
Redemption Date, as the case may be, with respect to all of the
Subordinated Securities to be paid or redeemed, as such principal,
premium and interest become due, provided that the Trustee shall have
been irrevocably instructed to apply the proceeds of said obligations
to the payment of said principal, premium, if any, and interest with
respect to said Subordinated Securities.

The conditions for deposit of money or securities contained in Sections 11.02
and 11.03 shall have been satisfied whenever with respect to any Subordinated
Securities denominated in one or more currencies or composite currency other
than United States Dollars, the Company shall have deposited or caused to be
deposited irrevocably in trust with the Trustee dedicated solely to the benefit
of the Holders of such Subordinated Securities:

(I) Lawful money in such currency, currencies or
composite currency in which such Subordinated Securities are payable
and in an amount equal to the principal amount of such Subordinated
Securities and all unpaid interest thereon to maturity, except than,
in the case of Subordinated Securities which are to be redeemed prior
to maturity, the amount so to be deposited or held shall be the
principal amount of such Subordinated Securities and interest thereon
to the Redemption Date, together with the redemption premium, if any;
or

(ii) Either (1) direct obligations of the government that
issued or caused to be issued the currency in which such Subordinated
Securities are payable, for which obligations the full faith and
credit of the government is pledged (which obligations are not subject
to redemption prior to maturity at the option of the issuer) or (2)
obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of such government the timely payment of
which is unconditionally guaranteed as a full faith and credit
obligation by such government (which obligations are not subject to
redemption prior to maturity at the option of the issuer), in either
case, in such amounts and maturing at such times that the proceeds of
said obligations to be received upon their respective maturities and
interest payment dates will provide funds sufficient to pay the
principal, premium, if any, and interest to maturity, or to the
Redemption Date, as the case may be, with respect to all of the
Subordinated Securities to be paid or redeemed, as such principal,
premium and interest become due, provided that the Trustee shall have
been irrevocably instructed to apply the proceeds of said obligations
to the payment of said principal, premium, if any, and interest with
respect to said Subordinated Securities.

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SECTION 11.05. UNCLAIMED MONEYS. Any moneys deposited with or paid
to the Trustee or any Paying Agent for the payment of the principal of and any
premium and interest on any Subordinated Security and not so applied but
remaining unclaimed under applicable law shall be transferred by the Trustee to
the appropriate Persons in accordance with applicable laws, and the Holder of
such Subordinated Security shall thereafter look only to such Persons for any
payment which such Holder may be entitled to collect and all liability of the
Trustee and such Paying Agent with respect to such moneys shall thereupon
cease.

ARTICLE TWELVE

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
AND DIRECTORS

SECTION 12.01. INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS OF
COMPANY EXEMPT FROM INDIVIDUAL LIABILITY. No recourse under or upon any
obligation, covenant or agreement of this Subordinated Indenture, or of any
Subordinated Security, or for any claim based thereon or otherwise in respect
thereof, shall be had against any incorporator, stockholder, officer or
director, as such past, present or future, of the Company, either directly or
through the Company, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that this Subordinated Indenture and the obligations
issued hereunder are solely corporate obligations, and that no personal
liability whatever shall attach to, or is or shall be incurred by, the
incorporators, stockholders, officers or directors, as such, of the Company
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this
Subordinated Indenture or in any of the Subordinated Securities or implied
therefrom; and that any and all such personal liability of every name and
nature, either at common law or in equity or by constitution or statute, of,
and any and all such rights and claims against, every such incorporator,
stockholder, officer or director, as such, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Subordinated Indenture or in any of
the Subordinated Securities or implied therefrom are hereby expressly waived
and released as a condition of, and as a consideration for, the execution of
this Subordinated Indenture and the issue of such Subordinated Securities.

ARTICLE THIRTEEN

MISCELLANEOUS PROVISIONS

SECTION 13.01. SUCCESSORS AND ASSIGNS OF THE COMPANY BOUND BY
SUBORDINATED INDENTURE. All the covenants, stipulations, promises and
agreements in this Subordinated Indenture contained by or in behalf of the
Company shall bind its successors and assigns, whether so expressed or not.

SECTION 13.02. NOTICES; EFFECTIVENESS. Any notice or demand which by
any provision of this Subordinated Indenture is required or permitted to be
given or served by the Trustee or by the Holders of Subordinated Securities to
or on the Company, or by the Company or by the Holders of Subordinated
Securities to the Trustee or upon the Depository by the Company or the Trustee
may be electronically communicated or hand delivered or sent by overnight
courier, addressed to the relevant party as provided in this Section 13.02.

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All communications intended for the Company shall be sent to:

Airtouch Communications, Inc.
Xxx Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Senior Vice President, Legal

Fax Number: (000) 000-0000

All communications intended for the Trustee shall be sent to:

Attention:

Fax Number:

or at any other address of which any of the foregoing shall have notified the
others in any manner prescribed in this Section 13.02.

For all purposes of this Subordinated Indenture, a notice or
communication will be deemed effective:

(a) if delivered by hand or sent by overnight courier, on
the day it is delivered unless (I) that day is not a Business Day in
the city specified (a "Local Business Day") in the address for notice
provided by the recipient or (ii) if delivered after the close of
business on a Local Business Day, then on the next succeeding Local
Business Day or

(b) if sent by facsimile transmission, on the date
transmitted, provided that oral or written confirmation of receipt is
obtained by the sender unless the date of transmission and
confirmation is not a Local Business Day, in which case, on the next
succeeding Local Business Day.

Any notice, direction, requires, demand, consent or waiver by the Company, any
Subordinated Securityholder to or upon the Trustee shall be deemed to have been
sufficiently given, made or filed, for all purposes, if given, made or filed in
writing at the Principal Office of the Trustee in accordance with the
provisions of this Section 13.02.

Any notice, request, consent or waiver by the Company or the Trustee upon the
Depository shall have been sufficiently given, made or filed, for all purposes,
if give or made in accordance with the provisions of this Section 13.02 at the
address shown for such Depository in the Register or at such other address as
the Depository shall have provided for purposes of notice.

SECTION 13.03. COMPLIANCE CERTIFICATES AND OPINIONS. Upon on any
request or application by the Company to the Trustee to take any action under
any of the provisions of this Subordinated Indenture, the Company shall furnish
to the Trustee an Officer's Certificate stating that all conditions precedent,
if any, provided for in this Subordinated Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such

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document is specifically required by any provision of this Subordinated
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

Each certificate or opinion provided for in this Subordinated
Indenture and delivered to the Trustee with respect to compliance with a
condition or covenant provided for in this Subordinated Indenture (other than a
certificate provided pursuant to Section 5.03(d) shall include (1) a statement
that the Person making such certificate or opinion has read such covenant or
condition; (2) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based; (3) a statement that, in the opinion of such
Person, he or she has made such examination or investigation as is necessary to
enable such Person to express an informed opinion as to whether or not such
covenant or condition has been complied with; and (4) a statement as to whether
or not, in the opinion of such Person, such condition or covenant has been
complied with.

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

Any certificate, statement or opinion of an officer of the Company or
of counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants, unless such officer or counsel, as the case may be, knows that the
certificate or opinion or representations with respect to the accounting
matters upon which his or her certificate, statement or opinion may be based as
aforesaid are erroneous, or in the exercise of reasonable care should know that
the same are erroneous. Any certificate or opinion of any firm of independent
public accountants filed with the Trustee shall contain a statement that such
firm is independent.

SECTION 13.04. DAYS ON WHICH PAYMENT TO BE MADE, NOTICE GIVEN OR
OTHER ACTION TAKEN. If any date on which a payment is to be made, notice given
or other action taken hereunder is a Saturday, Sunday or legal holiday in the
state in which the payment, notice or other action is to be made, given or
taken, then such payment, notice or other action shall be made, given or taken
on the next succeeding Business Day in such state, and in the case of any
payment, no interest shall accrue for the delay.

SECTION 13.05. PROVISIONS REQUIRED BY TRUST INDENTURE ACT OF 1939 TO
CONTROL. If and to the extent that any provision of this Subordinated
Indenture limits, qualifies or conflicts with another provision included in
this Subordinated Indenture which is required to be included in this
Subordinated Indenture by any of Sections 310 to 317, inclusive, of the Trust
Indenture Act of 1939 such required provision shall control.

SECTION 13.06. GOVERNING LAW. THIS SUBORDINATED INDENTURE AND EACH
SUBORDINATED SECURITY SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF
THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF SAID STATE.

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SECTION 13.07. PROVISIONS OF THE SUBORDINATED INDENTURE AND
SUBORDINATED SECURITIES FOR THE SOLE BENEFIT OF THE PARTIES AND THE
SUBORDINATED SECURITYHOLDERS. Nothing in this Subordinated Indenture or in the
Subordinated Securities, expressed or implied, shall give or be construed to
give any Person, firm or Company, other than the parties hereto and the Holders
of the Subordinated Securities, any legal or equitable right, remedy or claim
under or in respect of this Subordinated Indenture, or under any covenant,
condition and provision herein contained; all its covenants, conditions and
provisions being for the sole benefit of the parties hereto and of the Holders
of the Subordinated Securities.

SECTION 13.08. SUBORDINATED INDENTURE MAY BE EXECUTED IN
COUNTERPARTS. This Subordinated Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

________________________ hereby accepts the trusts in this
Subordinated Indenture declared and provided, upon the terms and conditions
hereinabove set forth.

IN WITNESS WHEREOF, AIRTOUCH COMMUNICATIONS, INC. has caused this
Subordinated Indenture to be signed by its Chairman of the Board or any
Vice-Chairmen of the Board or one of its Vice-Presidents and
________________________ has caused this Subordinated Indenture to be signed
and acknowledged by one of its Vice-Presidents and to be signed and
acknowledged by one of its Assistant Secretaries, all as of the day and year
first written above.

AIRTOUCH COMMUNICATIONS, INC.

By _________________________________

________________________, as Trustee

By _________________________________
Vice-President

By _________________________________
Assistant Secretary

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Table of Contents

EXHIBIT 4.12 FORM OF SUBORDINATED INDENTURE Between

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