INDENTURE

Exhibit 10.3





GRANDSOUTH BANCORPORATION
as Issuer








INDENTURE

Dated as of May 10, 2006



WILMINGTON TRUST COMPANY
as Trustee



FLOATING RATE JUNIOR SUBORDINATED DEBT SECURITIES DUE 2036





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TABLE OF CONTENTS

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ARTICLE I DEFINITIONS................................................................................1

Section 1.01. Definitions.......................................................................1

ARTICLE II DEBT SECURITIES............................................................................9

Section 2.01. Authentication and Dating.........................................................9

Section 2.02. Form of Trustee's Certificate of Authentication...................................9

Section 2.03. Form and Denomination of Debt Securities..........................................9

Section 2.04. Execution of Debt Securities.....................................................10

Section 2.05. Exchange and Registration of Transfer of Debt Securities.........................10

Section 2.06. Mutilated, Destroyed, Lost or Stolen Debt Securities.............................13

Section 2.07. Temporary Debt Securities........................................................14

Section 2.08. Payment of Interest..............................................................14

Section 2.09. Cancellation of Debt Securities Paid, etc........................................16

Section 2.10. Computation of Interest..........................................................16

Section 2.11. Extension of Interest Payment Period.............................................18

Section 2.12. CUSIP Numbers....................................................................18

ARTICLE III PARTICULAR COVENANTS OF THE COMPANY.......................................................19

Section 3.01. Payment of Principal, Premium and Interest; Agreed Treatment of the Debt
Securities.......................................................................19

Section 3.02. Offices for Notices and Payments, etc............................................19

Section 3.03. Appointments to Fill Vacancies in Trustee's Office...............................20

Section 3.04. Provision as to Paying Agent.....................................................20

Section 3.05. Certificate to Trustee...........................................................21

Section 3.06. Additional Interest..............................................................21

Section 3.07. Compliance with Consolidation Provisions.........................................22

Section 3.08. Limitation on Dividends..........................................................22

Section 3.09. Covenants as to the Trust........................................................22

ARTICLE IV LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE..........................................23

Section 4.01. Securityholders' Lists...........................................................23

Section 4.02. Preservation and Disclosure of Lists.............................................23

Section 4.03. Financial and Other Information..................................................24



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TABLE OF CONTENTS
(continued)
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ARTICLE V REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT......................25

Section 5.01. Events of Default................................................................25

Section 5.02. Payment of Debt Securities on Default; Suit Therefor.............................27

Section 5.03. Application of Moneys Collected by Trustee.......................................28

Section 5.04. Proceedings by Securityholders...................................................28

Section 5.05. Proceedings by Trustee...........................................................29

Section 5.06. Remedies Cumulative and Continuing...............................................29

Section 5.07. Direction of Proceedings and Waiver of Defaults by Majority of
Securityholders..................................................................29

Section 5.08. Notice of Defaults...............................................................30

Section 5.09. Undertaking to Pay Costs.........................................................30

ARTICLE VI CONCERNING THE TRUSTEE....................................................................31

Section 6.01. Duties and Responsibilities of Trustee...........................................31

Section 6.02. Reliance on Documents, Opinions, etc.............................................32

Section 6.03. No Responsibility for Recitals, etc..............................................33

Section 6.04. Trustee, Authenticating Agent, Paying Agents, Transfer Agents or
Registrar May Own Debt Securities................................................33

Section 6.05. Moneys to be Held in Trust.......................................................33

Section 6.06. Compensation and Expenses of Trustee.............................................34

Section 6.07. Officers' Certificate as Evidence................................................34

Section 6.08. Eligibility of Trustee...........................................................35

Section 6.09. Resignation or Removal of Trustee................................................35

Section 6.10. Acceptance by Successor Trustee..................................................36

Section 6.11. Succession by Merger, etc........................................................37

Section 6.12. Authenticating Agents............................................................38

ARTICLE VII CONCERNING THE SECURITYHOLDERS............................................................39

Section 7.01. Action by Securityholders........................................................39

Section 7.02. Proof of Execution by Securityholders............................................40

Section 7.03. Who Are Deemed Absolute Owners...................................................40

Section 7.04. Debt Securities Owned by Company Deemed Not Outstanding..........................40

Section 7.05. Revocation of Consents; Future Holders Bound.....................................40


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TABLE OF CONTENTS
(continued)
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ARTICLE VIII SECURITYHOLDERS' MEETINGS.................................................................41

Section 8.01. Purposes of Meetings.............................................................41

Section 8.02. Call of Meetings by Trustee......................................................41

Section 8.03. Call of Meetings by Company or Securityholders...................................42

Section 8.04. Qualifications for Voting........................................................42

Section 8.05. Regulations......................................................................42

Section 8.06. Voting...........................................................................43

Section 8.07. Quorum; Actions..................................................................43

ARTICLE IX SUPPLEMENTAL INDENTURES...................................................................44

Section 9.01. Supplemental Indentures without Consent of Securityholders.......................44

Section 9.02. Supplemental Indentures with Consent of Securityholders..........................45

Section 9.03. Effect of Supplemental Indentures................................................46

Section 9.04. Notation on Debt Securities......................................................47

Section 9.05. Evidence of Compliance of Supplemental Indenture to be Furnished to
Trustee..........................................................................47

ARTICLE X REDEMPTION OF SECURITIES..................................................................47

Section 10.01. Optional Redemption..............................................................47

Section 10.02. Special Event Redemption.........................................................47

Section 10.03. Notice of Redemption; Selection of Debt Securities...............................47

Section 10.04. Payment of Debt Securities Called for Redemption.................................48

ARTICLE XI CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE.........................................49

Section 11.01. Company May Consolidate, etc., on Certain Terms..................................49

Section 11.02. Successor Entity to be Substituted...............................................49

Section 11.03. Opinion of Counsel to be Given to Trustee........................................50

ARTICLE XII SATISFACTION AND DISCHARGE OF INDENTURE...................................................50

Section 12.01. Discharge of Indenture...........................................................50

Section 12.02. Deposited Moneys to be Held in Trust by Trustee..................................51

Section 12.03. Paying Agent to Repay Moneys Held................................................51

Section 12.04. Return of Unclaimed Moneys.......................................................51



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TABLE OF CONTENTS
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ARTICLE XIII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS...........................51

Section 13.01. Indenture and Debt Securities Solely Corporate Obligations.......................51

ARTICLE XIV MISCELLANEOUS PROVISIONS..................................................................52

Section 14.01. Successors.......................................................................52

Section 14.02. Official Acts by Successor Entity................................................52

Section 14.03. Surrender of Company Powers......................................................52

Section 14.04. Addresses for Notices, etc.......................................................52

Section 14.05. Governing Law....................................................................52

Section 14.06. Evidence of Compliance with Conditions Precedent.................................53

Section 14.07. Business Day Convention..........................................................53

Section 14.08. Table of Contents, Headings, etc.................................................53

Section 14.09. Execution in Counterparts........................................................53

Section 14.10. Separability.....................................................................54

Section 14.11. Assignment.......................................................................54

Section 14.12. Acknowledgment of Rights.........................................................54

ARTICLE XV SUBORDINATION OF DEBT SECURITIES..........................................................54

Section 15.01 Agreement to Subordinate.........................................................54

Section 15.02. Default on Senior Indebtedness...................................................55

Section 15.03. Liquidation; Dissolution; Bankruptcy.............................................55

Section 15.04. Subrogation......................................................................56

Section 15.05. Trustee to Effectuate Subordination..............................................57

Section 15.06. Notice by the Company............................................................57

Section 15.07. Rights of the Trustee; Holders of Senior Indebtedness............................58

Section 15.08. Subordination May Not Be Impaired................................................59


EXHIBIT A FORM OF FLOATING RATE JUNIOR SUBORDINATED DEBT SECURITY DUE 2036.........................A-1

EXHIBIT B FORM OF CERTIFICATE OF OFFICER OF THE COMPANY............................................B-1
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THIS INDENTURE, dated as of May 10, 2006, between GrandSouth
Bancorporation, a bank holding company incorporated in South Carolina
(hereinafter sometimes called the "Company"), and Wilmington Trust Company, a
Delaware banking corporation, as trustee (hereinafter sometimes called the
"Trustee").

W I T N E S S E T H :

WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the issuance of its Floating Rate Junior Subordinated Debt Securities
due 2036 (the "Debt Securities") under this Indenture and to provide, among
other things, for the execution and authentication, delivery and administration
thereof, the Company has duly authorized the execution of this Indenture.

NOW, THEREFORE, in consideration of the premises, and the purchase of
the Debt Securities by the holders thereof, the Company covenants and agrees
with the Trustee for the equal and proportionate benefit of the respective
holders from time to time of the Debt Securities as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions.

The terms defined in this Section 1.01 (except as herein otherwise
expressly provided or unless the context otherwise requires) for all purposes of
this Indenture and of any indenture supplemental hereto shall have the
respective meanings specified in this Section 1.01. All accounting terms used
herein and not expressly defined shall have the meanings assigned to such terms
in accordance with generally accepted accounting principles and the term
"generally accepted accounting principles" means such accounting principles as
are generally accepted in the United States at the time of any computation. The
words "herein," "hereof" and "hereunder" and other words of similar import refer
to this Indenture as a whole and not to any particular Article, Section or other
subdivision.

"Additional Interest" shall have the meaning set forth in Section 3.06.

"Additional Provisions" shall have the meaning set forth in Section
15.01.

"Authenticating Agent" means any agent or agents of the Trustee which
at the time shall be appointed and acting pursuant to Section 6.12.

"Bankruptcy Law" means Title 11, U.S. Code, or any similar federal or
state law for the relief of debtors.

"Board of Directors" means the board of directors or the executive
committee or any other duly authorized designated officers of the Company.



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"Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification and delivered to the Trustee.

"Business Day" means any day other than a Saturday, Sunday or any other
day on which banking institutions in Wilmington, Delaware, New York City or
Greenville, South Carolina are permitted or required by any applicable law or
executive order to close.

"Calculation Agent" means the Person identified as "Trustee" in the
first paragraph hereof with respect to the Debt Securities and the Institutional
Trustee with respect to the Trust Securities.

"Capital Securities" means undivided beneficial interests in the assets
of the Trust which are designated as "Capital Securities" and rank pari passu
with Common Securities issued by the Trust; provided, however, that if an Event
of Default (as defined in the Declaration) has occurred and is continuing, the
rights of holders of such Common Securities to payment in respect of
distributions and payments upon liquidation, redemption and otherwise are
subordinated to the rights of holders of such Capital Securities.

"Capital Securities Guarantee" means the guarantee agreement that the
Company will enter into with Wilmington Trust Company or other Persons that
operates directly or indirectly for the benefit of holders of Capital Securities
of the Trust.

"Capital Treatment Event" means the receipt by the Company and the
Trust of an Opinion of Counsel experienced in such matters to the effect that,
as a result of any amendment to, or change in, the laws, rules or regulations of
the United States or any political subdivision thereof or therein, or as the
result of any official or administrative pronouncement or action or decision
interpreting or applying such laws, rules or regulations, which amendment or
change is effective or which pronouncement, action or decision is announced on
or after the date of original issuance of the Debt Securities, there is more
than an insubstantial risk that the Company will not, within 90 days of the date
of such opinion, be entitled to treat an amount equal to the aggregate
Liquidation Amount of the Capital Securities as "Tier 1 Capital" (or the then
equivalent thereof) for purposes of the capital adequacy guidelines of the
Federal Reserve (or any successor regulatory authority with jurisdiction over
bank holding companies), as then in effect and applicable to the Company,
provided, however, that the distribution of the Debt Securities in connection
with the liquidation of the Trust by the Company shall not in and of itself
constitute a Capital Treatment Event unless such liquidation shall have occurred
in connection with a Tax Event or an Investment Company Event.

"Certificate" means a certificate signed by any one of the principal
executive officer, the principal financial officer or the principal accounting
officer of the Company.

"Code" means the Internal Revenue Code of 1986, as amended.

"Common Securities" means undivided beneficial interests in the assets
of the Trust which are designated as "Common Securities" and rank pari passu
with Capital Securities issued by the Trust; provided, however, that if an Event
of Default (as defined in the Declaration) has occurred and is continuing, the
rights of holders of such Common Securities to payment in respect of


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distributions and payments upon liquidation, redemption and otherwise are
subordinated to the rights of holders of such Capital Securities.

"Company" means GrandSouth Bancorporation, a bank holding company
incorporated in South Carolina, and, subject to the provisions of Article XI,
shall include its successors and assigns.

"Debt Security" or "Debt Securities" has the meaning stated in the
first recital of this Indenture.

"Debt Security Register" has the meaning specified in Section 2.05.

"Declaration" means the Amended and Restated Declaration of Trust of
the Trust dated as of May 10, 2006, as amended or supplemented from time to
time.

"Default" means any event, act or condition that with notice or lapse
of time, or both, would constitute an Event of Default.

"Defaulted Interest" has the meaning set forth in Section 2.08.

"Deferred Interest" has the meaning set forth in Section 2.11.

"Event of Default" means any event specified in Section 5.01, which has
continued for the period of time, if any, and after the giving of the notice, if
any, therein designated.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Extension Period" has the meaning set forth in Section 2.11.

"Federal Reserve" means the Board of Governors of the Federal Reserve
System.

"Indenture" means this instrument as originally executed or, if amended
or supplemented as herein provided, as so amended or supplemented, or both.

"Institutional Trustee" has the meaning set forth in the Declaration.

"Interest Payment Date means March 23, June 23, September 23 and
December 23 of each year, commencing on June 23, 2006, during the term of this
Indenture.

"Interest Period" has the meaning set forth in Section 2.08.

"Interest Rate" means, with respect to any Interest Period, a per annum
rate of interest equal to LIBOR, as determined on the LIBOR Determination Date
for such Interest Period, plus 1.85%.

"Investment Company Event" means the receipt by the Company and the
Trust of an Opinion of Counsel experienced in such matters to the effect that,
as a result of a change in law or regulation or written change in interpretation


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or application of law or regulation by any legislative body, court, governmental
agency or regulatory authority, there is more than an insubstantial risk that
the Trust is or, within 90 days of the date of such opinion will be, considered
an "investment company" that is required to be registered under the Investment
Company Act of 1940, as amended, which change becomes effective on or after the
date of the original issuance of the Debt Securities.

"LIBOR" means the London Interbank Offered Rate for
three-month U.S. Dollar deposits in Europe as determined by the Calculation
Agent according to Section 2.10(b).

"LIBOR Banking Day" has the meaning set forth in Section 2.10(b)(1).

"LIBOR Business Day" has the meaning set forth in Section 2.10(b)(1).

"LIBOR Determination Date" has the meaning set forth in Section
2.10(b).

"Liquidation Amount" means the stated amount of $1,000 per Trust
Security.

"Maturity Date" means June 23, 2036.

"Officers' Certificate" means a certificate signed by the Chairman of
the Board, the Vice Chairman, the President or any Vice President, and by the
Chief Financial Officer, the Treasurer, an Assistant Treasurer, the Comptroller,
an Assistant Comptroller, the Secretary or an Assistant Secretary of the
Company, and delivered to the Trustee. Each such certificate shall include the
statements provided for in Section 14.06 if and to the extent required by the
provisions of such Section.

"Opinion of Counsel" means an opinion in writing signed by legal
counsel, who may be an employee of or counsel to the Company, or may be other
counsel reasonably satisfactory to the Trustee. Each such opinion shall include
the statements provided for in Section 14.06 if and to the extent required by
the provisions of such Section.

The term "outstanding," when used with reference to Debt Securities,
subject to the provisions of Section 7.04, means, as of any particular time, all
Debt Securities authenticated and delivered by the Trustee or the Authenticating
Agent under this Indenture, except

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

(b) Debt Securities, or portions thereof, for the payment or
redemption of which moneys in the necessary amount shall have been
deposited in trust with the Trustee or with any Paying Agent (other than
the Company) or shall have been set aside and segregated in trust by the
Company (if the Company shall act as its own Paying Agent); provided, that,
if such Debt Securities, or portions thereof, are to be redeemed prior to
maturity thereof, notice of such redemption shall have been given as
provided in Articles X and XIV or provision satisfactory to the Trustee
shall have been made for giving such notice; and



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(c) Debt Securities paid pursuant to Section 2.06 or in lieu of or in
substitution for which other Debt Securities shall have been authenticated
and delivered pursuant to the terms of Section 2.06 unless proof
satisfactory to the Company and the Trustee is presented that any such Debt
Securities are held by bona fide holders in due course.

"Paying Agent" means any paying agent for the Debt Securities appointed
pursuant to Section 3.04.

"Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

"Placement Agreement" means the Placement Agreement dated May 10, 2006
among the Company, the Trust and ABN AMRO Capital Markets, LLC.

"Predecessor Security" of any particular Debt Security means every
previous Debt Security evidencing all or a portion of the same debt as that
evidenced by such particular Debt Security; and, for the purposes of this
definition, any Debt Security authenticated and delivered under Section 2.06 in
lieu of a lost, destroyed or stolen Debt Security shall be deemed to evidence
the same debt as the lost, destroyed or stolen Debt Security.

"Principal Office of the Trustee" means the office of the Trustee, at
which at any particular time its corporate trust business shall be principally
administered, which at all times shall be located within the United States and
at the time of the execution of this Indenture shall be Rodney Square North,
1100 North Market Street, Wilmington, Delaware 19890-0001.

"Redemption Date" has the meaning set forth in Section 10.01.

"Redemption Price" means 100% of the principal amount of the Debt
Securities being redeemed plus accrued and unpaid interest on such Debt
Securities to the Redemption Date or, in the case of redemption at maturity, the
Maturity Date, or, in the case of a redemption due to the occurrence of a
Special Event, to the Special Redemption Date if such Special Redemption Date is
on or after June 23, 2011.

"Responsible Officer" means, with respect to the Trustee, any officer
within the Principal Office of the Trustee with direct responsibility for the
administration of the Indenture, including any vice-president, any assistant
vice-president, any secretary, any assistant secretary, the treasurer, any
assistant treasurer, any trust officer or other officer of the Principal Office
of the Trustee customarily performing functions similar to those performed by
any of the above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of that officer's knowledge of and familiarity with the
particular subject.

"Securities Act" means the Securities Act of 1933, as amended.



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"Securityholder," "holder of Debt Securities" or other similar terms,
means any Person in whose name at the time a particular Debt Security is
registered on the Debt Security Register.

"Senior Indebtedness" means, with respect to the Company, (i) the
principal, premium, if any, and interest in respect of (A) indebtedness of the
Company for money borrowed, similar obligations arising from off-balance sheet
guarantees and direct credit substitutes and (B) indebtedness evidenced by
securities, debentures, notes, bonds or other similar instruments issued by the
Company; (ii) all capital lease obligations of the Company; (iii) all
obligations of the Company issued or assumed as the deferred purchase price of
property, all conditional sale obligations of the Company and all obligations of
the Company under any title retention agreement (but excluding trade accounts
payable arising in the ordinary course of business); (iv) all obligations of the
Company for the reimbursement of any letter of credit, any banker's acceptance,
any security purchase facility, any repurchase agreement or similar arrangement,
all obligations associated with derivative products such as interest rate and
foreign exchange contracts and commodity contracts, any interest rate swap, any
other hedging arrangement, any obligation under options or any similar credit or
other transaction; (v) all obligations of the type referred to in clauses (i)
through (iv) above of other Persons for the payment of which the Company is
responsible or liable as obligor, guarantor or otherwise; and (vi) all
obligations of the type referred to in clauses (i) through (v) above of other
Persons secured by any lien on any property or asset of the Company (whether or
not such obligation is assumed by the Company), whether incurred on or prior to
the date of this Indenture or thereafter incurred, unless, with the prior
approval of the Federal Reserve if not otherwise generally approved, it is
provided in the instrument creating or evidencing the same or pursuant to which
the same is outstanding, that such obligations are not superior or are pari
passu in right of payment to the Debt Securities ; provided, however, that
Senior Indebtedness shall not include (A) any debt securities issued to any
trust other than the Trust (or a trustee of such trust) that is a financing
vehicle of the Company (a "financing entity"), in connection with the issuance
by such financing entity of equity or other securities in transactions
substantially similar in structure to the transactions contemplated hereunder
and in the Declaration or (B) any guarantees of the Company in respect of the
equity or other securities of any financing entity referred to in clause (A)
above.

"Special Event" means any of a Tax Event, an Investment Company Event
or a Capital Treatment Event.

"Special Redemption Date" has the meaning set forth in Section 10.02.


"Special Redemption Price" means, with respect to the redemption of any
Debt Security following a Special Event, an amount in cash equal to the
percentage for the principal amount of the Debt Securities that is specified
below for the Special Redemption Date plus unpaid interest accrued thereon to
the Special Redemption Date:



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Special Event Redemption During
Period Beginning On Percentage of Principal Amount
------------------- ------------------------------

May 10, 2006 104.40
June 23, 2007 103.52
June 23, 2008 102.64
June 23, 2009 101.76
June 23, 2010 100.88
June 23, 2011 100.00


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

"Tax Event" means the receipt by the Company and the Trust of an
Opinion of Counsel experienced in such matters to the effect that, as a result
of any amendment to or change (including any announced prospective change) in
the laws or any regulations thereunder of the United States or any political
subdivision or taxing authority thereof or therein, or as a result of any
official administrative pronouncement (including any private letter ruling,
technical advice memorandum, regulatory procedure, notice or announcement (an
"Administrative Action")) or judicial decision interpreting or applying such
laws or regulations, regardless of whether such Administrative Action or
judicial decision is issued to or in connection with a proceeding involving the
Company or the Trust and whether or not subject to review or appeal, which
amendment, clarification, change, Administrative Action or decision is enacted,
promulgated or announced, in each case on or after the date of original issuance
of the Debt Securities, there is more than an insubstantial risk that: (i) the
Trust is, or will be within 90 days of the date of such opinion, subject to
United States federal income tax with respect to income received or accrued on
the Debt Securities; (ii) interest payable by the Company on the Debt Securities
is not, or within 90 days of the date of such opinion, will not be, deductible
by the Company, in whole or in part, for United States federal income tax
purposes; or (iii) the Trust is, or will be within 90 days of the date of such
opinion, subject to or otherwise required to pay, or required to withhold from
distributions to holders of Trust Securities, more than a de minimis amount of
other taxes (including withholding taxes), duties, assessments or other
governmental charges.

"Trust" means GrandSouth Capital Trust I, a Delaware statutory trust,
or any other similar trust created for the purpose of issuing Capital Securities
in connection with the issuance of Debt Securities under this Indenture, of
which the Company is the sponsor.

"Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
from time-to-time, or any successor legislation.



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"Trust Securities" means Common Securities and Capital Securities of
the Trust.

"Trustee" means the Person identified as "Trustee" in the first
paragraph hereof, and, subject to the provisions of Article VI hereof, shall
also include its successors and assigns as Trustee hereunder.

"United States" means the United States of America and the District of
Columbia.

"U.S. Person" has the meaning given to United States Person as set
forth in Section 7701(a)(30) of the Code.



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ARTICLE II

DEBT SECURITIES

Section 2.01 Authentication and Dating.

Upon the execution and delivery of this Indenture, or from time to time
thereafter, Debt Securities in an aggregate principal amount not in excess of
$8,248,000 may be executed and delivered by the Company to the Trustee for
authentication, and the Trustee shall thereupon authenticate and make available
for delivery said Debt Securities to or upon the written order of the Company,
signed by its Chairman of the Board of Directors, Vice Chairman, President or
Chief Financial Officer or one of its Vice Presidents, without any further
action by the Company hereunder. In authenticating such Debt Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Debt Securities, the Trustee shall be entitled to receive, and (subject to
Section 6.01) shall be fully protected in relying upon a copy of any Board
Resolution or Board Resolutions relating thereto and, if applicable, an
appropriate record of any action taken pursuant to such resolution, in each case
certified by the Secretary or an Assistant Secretary or other officer with
appropriate delegated authority of the Company as the case may be.

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

The definitive Debt Securities shall be typed, printed, lithographed or
engraved on steel engraved borders or may be produced in any other manner, all
as determined by the officers executing such Debt Securities, as evidenced by
their execution of such Debt Securities.

Section 2.02 Form of Trustee's Certificate of Authentication.

The Trustee's certificate of authentication on all Debt Securities
shall be in substantially the following form:

This certificate represents Debt Securities referred to in the
within-mentioned Indenture.

WILMINGTON TRUST COMPANY, not in its individual capacity but solely as
trustee

By_________________________
Authorized Officer

Section 2.03 Form and Denomination of Debt Securities.

The Debt Securities shall be substantially in the form of Exhibit A
hereto. The Debt Securities shall be in registered, certificated form without
coupons and in minimum denominations of $100,000 and any multiple of $1,000 in
excess thereof. The Debt Securities shall be numbered, lettered, or otherwise


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distinguished in such manner or in accordance with such plans as the officers
executing the same may determine with the approval of the Trustee as evidenced
by the execution and authentication thereof.

Section 2.04 Execution of Debt Securities.

The Debt Securities shall be signed in the name and on behalf of the
Company by the manual or facsimile signature of its Chairman of the Board of
Directors, Vice Chairman, President or Chief Financial Officer or one of its
Executive Vice Presidents, Senior Vice Presidents, Vice Presidents or any other
officer authorized by the Board of Directors to sign documents in the name and
on behalf of the Company, under its corporate seal (if then legally required)
which may be affixed thereto or printed, engraved or otherwise reproduced
thereon, by facsimile or otherwise, and which need not be attested. Only such
Debt Securities as shall bear thereon a certificate of authentication
substantially in the form herein before recited, executed by the Trustee or the
Authenticating Agent by the manual signature of an authorized officer, shall be
entitled to the benefits of this Indenture or be valid or obligatory for any
purpose. Such certificate by the Trustee or the Authenticating Agent upon any
Debt Security executed by the Company shall be conclusive evidence that the Debt
Security so authenticated has been duly authenticated and delivered hereunder
and that the holder is entitled to the benefits of this Indenture.

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

Every Debt Security shall be dated the date of its authentication.

Section 2.05 Exchange and Registration of Transfer of Debt Securities.

The Company shall cause to be kept, at the office or agency maintained
for the purpose of registration of transfer and for exchange as provided in
Section 3.02, a register (the "Debt Security Register") for the Debt Securities
issued hereunder in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration and transfer of all
Debt Securities as provided in this Article II. Such register shall be in
written form or in any other form capable of being converted into written form
within a reasonable time.

Debt Securities to be exchanged may be surrendered at the Principal
Office of the Trustee or at any office or agency to be maintained by the Company
for such purpose as provided in Section 3.02, and the Company shall execute, the
Company or the Trustee shall register and the Trustee or the Authenticating
Agent shall authenticate and make available for delivery in exchange therefor
the Debt Security or Debt Securities which the Securityholder making the


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exchange shall be entitled to receive. Upon due presentment for registration of
transfer of any Debt Security at the Principal Office of the Trustee or at any
office or agency of the Company maintained for such purpose as provided in
Section 3.02, the Company shall execute, the Company or the Trustee shall
register and the Trustee or the Authenticating Agent shall authenticate and make
available for delivery in the name of the transferee or transferees a new Debt
Security for a like aggregate principal amount. Registration or registration of
transfer of any Debt Security by the Trustee or by any agent of the Company
appointed pursuant to Section 3.02, and delivery of such Debt Security, shall be
deemed to complete the registration or registration of transfer of such Debt
Security.

All Debt Securities presented for registration of transfer or for
exchange or payment shall (if so required by the Company or the Trustee or the
Authenticating Agent) be duly endorsed by, or be accompanied by, a written
instrument or instruments of transfer in form satisfactory to the Company and
either the Trustee or the Authenticating Agent duly executed by, the holder or
such holder's attorney duly authorized in writing.

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

The Company or the Trustee shall not be required to exchange or
register a transfer of any Debt Security for a period of 15 days immediately
preceding the date of selection of Debt Securities for redemption.

Notwithstanding the foregoing, Debt Securities may not be transferred
except in compliance with the restricted securities legend set forth below,
unless otherwise determined by the Company in accordance with applicable law,
which legend shall be placed on each Debt Security:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER
APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY
(A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL


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BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN "ACCREDITED
INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE
501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT,
OR FOR THE ACCOUNT OF AN "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT
WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES
(C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A
COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY BY
ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS
AND WARRANTS THAT IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS
SECURITY UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES,
REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL
RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"),
(EACH A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY
REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING "PLAN
ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN,
UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE
UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23,
95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND
HOLDING OF THIS SECURITY IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION
4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR
HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE
REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN
EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO
WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING
ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY
USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE,
OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION
406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE
STATUTORY OR ADMINISTRATIVE EXEMPTION.

IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL
DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER


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INFORMATION AS MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER
COMPLIES WITH THE FOREGOING RESTRICTIONS.

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

THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED
STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT
INSURANCE CORPORATION. THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF
DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED CREDITORS OF THE COMPANY, IS
INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES
AND IS NOT SECURED.

Section 2.06 Mutilated, Destroyed, Lost or Stolen Debt Securities.

In case any Debt Security shall become mutilated or be destroyed, lost
or stolen, the Company shall execute, and upon its written request the Trustee
shall authenticate and deliver, a new Debt Security bearing a number not
contemporaneously outstanding, in exchange and substitution for the mutilated
Debt Security, or in lieu of and in substitution for the Debt Security so
destroyed, lost or stolen. In every case the applicant for a substituted Debt
Security shall furnish to the Company and the Trustee such security or indemnity
as may be required by them to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company and
the Trustee evidence to their satisfaction of the destruction, loss or theft of
such Debt Security and of the ownership thereof.

The Trustee may authenticate any such substituted Debt Security and
deliver the same upon the written request or authorization of any officer of the
Company. Upon the issuance of any substituted Debt Security, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses connected
therewith. In case any Debt Security which has matured or is about to mature or
has been called for redemption in full shall become mutilated or be destroyed,
lost or stolen, the Company may, instead of issuing a substitute Debt Security,
pay or authorize the payment of the same (without surrender thereof except in
the case of a mutilated Debt Security) if the applicant for such payment shall
furnish to the Company and the Trustee such security or indemnity as may be
required by them to save each of them harmless and, in case of destruction, loss
or theft, evidence satisfactory to the Company and to the Trustee of the
destruction, loss or theft of such Security and of the ownership thereof.



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Every substituted Debt Security issued pursuant to the provisions of
this Section 2.06 by virtue of the fact that any such Debt Security is
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Company, whether or not the destroyed, lost or stolen Debt Security shall
be found at any time, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Debt Securities
duly issued hereunder. All Debt Securities shall be held and owned upon the
express condition that, to the extent permitted by applicable law, the foregoing
provisions are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Debt Securities and shall preclude any and
all other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

Section 2.07 Temporary Debt Securities.

Pending the preparation of definitive Debt Securities, the Company may
execute and the Trustee shall authenticate and make available for delivery
temporary Debt Securities that are typed, printed or lithographed. Temporary
Debt Securities shall be issuable in any authorized denomination, and
substantially in the form of the definitive Debt Securities but with such
omissions, insertions and variations as may be appropriate for temporary Debt
Securities, all as may be determined by the Company. Every such temporary Debt
Security shall be executed by the Company and be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with the same
effect, as the definitive Debt Securities. Without unreasonable delay, the
Company will execute and deliver to the Trustee or the Authenticating Agent
definitive Debt Securities and thereupon any or all temporary Debt Securities
may be surrendered in exchange therefor, at the Principal Office of the Trustee
or at any office or agency maintained by the Company for such purpose as
provided in Section 3.02, and the Trustee or the Authenticating Agent shall
authenticate and make available for delivery in exchange for such temporary Debt
Securities a like aggregate principal amount of such definitive Debt Securities.
Such exchange shall be made by the Company at its own expense and without any
charge therefor except that in case of any such exchange involving a
registration of transfer the Company may require payment of a sum sufficient to
cover any tax, fee or other governmental charge that may be imposed in relation
thereto. Until so exchanged, the temporary Debt Securities shall in all respects
be entitled to the same benefits under this Indenture as definitive Debt
Securities authenticated and delivered hereunder.

Section 2.08 Payment of Interest.

Each Debt Security will bear interest at the then applicable Interest
Rate from and including each Interest Payment Date or, in the case of the first
interest period, the original date of issuance of such Debt Security to, but
excluding, the next succeeding Interest Payment Date or, in the case of the last
interest period, the Redemption Date, Special Redemption Date or Maturity Date,
as applicable (each such period, an "Interest Period"), on the principal
thereof, on any overdue principal and (to the extent that payment of such
interest is enforceable under applicable law) on Deferred Interest and on any
overdue installment of interest (including Defaulted Interest), payable (subject
to the provisions of Article XII) on each Interest Payment Date commencing on
June 23, 2006, and on the Redemption Date, the Special Redemption Date or the


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Maturity Date, as the case may be. Interest and any Deferred Interest on any
Debt Security that is payable, and is punctually paid or duly provided for, on
any Interest Payment Date shall be paid to the Person in whose name such Debt
Security (or one or more Predecessor Securities) is registered at the close of
business on the regular record date for such interest installment, except that
interest and any Deferred Interest payable on the Maturity Date, the Redemption
Date or the Special Redemption Date, as the case may be, shall be paid to the
Person to whom principal is paid. In the event that any Debt Security or portion
thereof is called for redemption and the redemption date is subsequent to a
regular record date with respect to any Interest Payment Date and prior to such
Interest Payment Date, interest on such Debt Security will be paid upon
presentation and surrender of such Debt Security.

Any interest on any Debt Security, other than Deferred Interest, that
is payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called "Defaulted Interest") shall forthwith cease to be
payable to the registered holder on the relevant regular record date by virtue
of having been such holder, and such Defaulted Interest shall be paid by the
Company to the Persons in whose names such Debt Securities (or their respective
Predecessor Securities) are registered at the close of business on a special
record date for the payment of such Defaulted Interest, which shall be fixed in
the following manner: the Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each such Debt Security and
the date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this clause provided.
Thereupon the Trustee shall fix a special record date for the payment of such
Defaulted Interest which shall not be more than fifteen nor less than ten days
prior to the date of the proposed payment and not less than ten days after the
receipt by the Trustee of the notice of the proposed payment. The Trustee shall
promptly notify the Company of such special record date and, in the name and at
the expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the special record date therefor to be mailed, first
class postage prepaid, to each Securityholder at his or her address as it
appears in the Debt Security Register, not less than ten days prior to such
special record date. Notice of the proposed payment of such Defaulted Interest
and the special record date therefor having been mailed as aforesaid, such
Defaulted Interest shall be paid to the Persons in whose names such Debt
Securities (or their respective Predecessor Securities) are registered on such
special record date and thereafter the Company shall have no further payment
obligation in respect of the Defaulted Interest.

Any interest scheduled to become payable on an Interest Payment Date
occurring during an Extension Period shall not be Defaulted Interest and shall
be payable on such other date as may be specified in the terms of such Debt
Securities.

The term "regular record date" as used in this Section shall mean the
fifteenth day prior to the applicable Interest Payment Date whether or not such
date is a Business Day.

Subject to the foregoing provisions of this Section, each Debt Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Debt Security shall carry the rights to interest


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<PAGE>

accrued and unpaid, and to accrue, that were carried by such other Debt
Security.

Section 2.09 Cancellation of Debt Securities Paid, etc.

All Debt Securities surrendered for the purpose of payment, redemption,
exchange or registration of transfer, shall, if surrendered to the Company or
any Paying Agent, be surrendered to the Trustee and promptly canceled by it, or,
if surrendered to the Trustee or any Authenticating Agent, shall be promptly
canceled by it, and no Debt Securities shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. All Debt
Securities canceled by any Authenticating Agent shall be delivered to the
Trustee. The Trustee shall destroy all canceled Debt Securities unless the
Company otherwise directs the Trustee in writing, in which case the Trustee
shall dispose of such Debt Securities as directed by the Company. If the Company
shall acquire any of the Debt Securities, however, such acquisition shall not
operate as a redemption or satisfaction of the indebtedness represented by such
Debt Securities unless and until the same are surrendered to the Trustee for
cancellation.

Section 2.10 Computation of Interest.

(a) The amount of interest payable for any Interest Period will be
computed on the basis of a 360-day year and the actual number of days
elapsed in such Interest Period; provided, however, that upon the
occurrence of a Special Event redemption pursuant to Section 10.02 the
amounts payable pursuant to this Indenture shall be calculated as set forth
in the definition of Special Redemption Price.

(b) LIBOR shall be determined by the Calculation Agent for each
Interest Period in accordance with the following provisions:

(1) On the second LIBOR Business Day (provided, that on such day
commercial banks are open for business (including dealings in foreign
currency deposits) in London (a "LIBOR Banking Day"), and otherwise
the next preceding LIBOR Business Day that is also a LIBOR Banking
Day) prior to March 23, June 23, September 23 and December 23, as the
case may be, immediately preceding the commencement of such Interest
Period (or, in the case of the first Interest Period, prior to May 10,
2006), (each such day, a "LIBOR Determination Date"), LIBOR shall
equal the rate, as obtained by the Calculation Agent for three-month
U.S. Dollar deposits in Europe, which appears on Telerate (as defined
in the International Swaps and Derivatives Association, Inc. 2000
Interest Rate and Currency Exchange Definitions) Page 3750 or such
other page as may replace such Telerate Page 3750, as of 11:00 a.m.
(London time) on such LIBOR Determination Date, as reported by
Bloomberg Financial Markets Commodities News (or any successor
service). "LIBOR Business Day" means any day that is not a Saturday,
Sunday or other day on which commercial banking institutions in New
York, New York or Wilmington, Delaware are authorized or obligated by
law or executive order to be closed. If such rate is superseded on
Telerate Page 3750 by a corrected rate before 12:00 noon (London time)


16
<PAGE>

on the same LIBOR Determination Date, the corrected rate as so
substituted will be the applicable LIBOR for that LIBOR Determination
Date.

(2) If, on any LIBOR Determination Date, such rate does not
appear on Telerate Page 3750 as reported by Bloomberg Financial
Markets Commodities News or such other page as may replace such
Telerate Page 3750, the Calculation Agent shall determine the
arithmetic mean of the offered quotations of the Reference Banks (as
defined below) to leading banks in the London interbank market for
three-month U.S. Dollar deposits in Europe (in an amount determined by
the Calculation Agent) by reference to requests for quotations as of
approximately 11:00 a.m. (London time) on the LIBOR Determination Date
made by the Calculation Agent to the Reference Banks. If, on any LIBOR
Determination Date, at least two of the Reference Banks provide such
quotations, LIBOR shall equal the arithmetic mean of such quotations.
If, on any LIBOR Determination Date, only one or none of the Reference
Banks provide such a quotation, LIBOR shall be deemed to be the
arithmetic mean of the offered quotations that at least two leading
banks in the City of New York (as selected by the Calculation Agent)
are quoting on the relevant LIBOR Determination Date for three-month
U.S. Dollar deposits in Europe at approximately 11:00 a.m. (London
time) (in an amount determined by the Calculation Agent). As used
herein, "Reference Banks" means four major banks in the London
interbank market selected by the Calculation Agent.

(3) If the Calculation Agent is required but is unable to
determine a rate in accordance with at least one of the procedures
provided above, LIBOR shall be LIBOR in effect on the previous LIBOR
Determination Date (whether or not LIBOR for such period was in fact
determined on such LIBOR Determination Date).

(c) All percentages resulting from any calculations on the Debt
Securities will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a
percentage point rounded upward (e.g., 9.876545% (or .09876545) being
rounded to 9.87655% (or .0987655)), and all dollar amounts used in or
resulting from such calculation will be rounded to the nearest cent (with
one-half cent being rounded upward).

(d) On each LIBOR Determination Date, the Calculation Agent shall
notify, in writing, the Company and the Paying Agent of the applicable
Interest Rate in effect for the related Interest Period. The Calculation
Agent shall, upon the request of the holder of any Debt Securities, provide
the Interest Rate then in effect. All calculations made by the Calculation
Agent in the absence of manifest error shall be conclusive for all purposes
and binding on the Company and the holders of the Debt Securities. The
Paying Agent shall be entitled to rely on information received from the
Calculation Agent or the Company as to the Interest Rate. The Company
shall, from time to time, provide any necessary information to the Paying
Agent relating to any original issue discount and interest on the Debt
Securities that is included in any payment and reportable for taxable
income calculation purposes.



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Section 2.11 Extension of Interest Payment Period.

So long as no Event of Default pursuant to Sections 5.01(b), (e) or (f)
of this Indenture has occurred and is continuing, the Company shall have the
right, from time to time and without causing an Event of Default, to defer
payments of interest on the Debt Securities by extending the interest payment
period on the Debt Securities at any time and from time to time during the term
of the Debt Securities, for up to twenty consecutive quarterly periods (each
such extended interest payment period, an "Extension Period"). No Extension
Period may end on a date other than an Interest Payment Date. During any
Extension Period, interest will continue to accrue on the Debt Securities, and
interest on such accrued interest (such accrued interest and interest thereon
referred to herein as "Deferred Interest") will accrue, at the Interest Rate,
compounded quarterly from the date such Deferred Interest would have been
payable were it not for the Extension Period, both to the extent permitted by
law. No interest or Deferred Interest (except any Additional Interest that may
be due and payable) shall be due and payable during an Extension Period, except
at the end thereof. At the end of any such Extension Period the Company shall
pay all Deferred Interest then accrued and unpaid on the Debt Securities;
provided, however, that no Extension Period may extend beyond the Maturity Date,
Redemption Date or Special Redemption Date; and provided further, however, that
during any such Extension Period, the Company shall be subject to the
restrictions set forth in Section 3.08 of this Indenture. Prior to the
termination of any Extension Period, the Company may further extend such period,
provided, that such period together with all such previous and further
consecutive extensions thereof shall not exceed twenty consecutive quarterly
periods. Upon the termination of any Extension Period and upon the payment of
all Deferred Interest, the Company may commence a new Extension Period, subject
to the foregoing requirements. The Company must give the Trustee notice of its
election to begin such Extension Period at least one Business Day prior to the
date such interest is payable, but in any event not later than the related
regular record date. The Trustee shall give notice of the Company's election to
begin a new Extension Period to the Securityholders.

Section 2.12 CUSIP Numbers.

The Company in issuing the Debt Securities may use "CUSIP" numbers (if
then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Securityholders; provided, that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Debt Securities or as contained in any
notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Debt Securities, and any such redemption
shall not be affected by any defect in or omission of such numbers. The Company
will promptly notify the Trustee in writing of any change in the CUSIP numbers.



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ARTICLE III

PARTICULAR COVENANTS OF THE COMPANY

Section 3.01 Payment of Principal, Premium and Interest; Agreed
Treatment of the Debt Securities.

(a) The Company covenants and agrees that it will duly and punctually
pay or cause to be paid all payments due on the Debt Securities at the
place, at the respective times and in the manner provided in this Indenture
and the Debt Securities. At the option of the Company, each installment of
interest on the Debt Securities may be paid (i) by mailing checks for such
interest payable to the order of the holders of Debt Securities entitled
thereto as they appear on the Debt Security Register or (ii) by wire
transfer to any account with a banking institution located in the United
States designated by such Person to the Paying Agent no later than the
related record date.

(b) The Company will treat the Debt Securities as indebtedness, and
the interest payable in respect of such Debt Securities as interest, for
all U.S. federal income tax purposes. All payments in respect of such Debt
Securities will be made free and clear of U.S. withholding tax to any
beneficial owner thereof that has provided an Internal Revenue Service Form
W-8BEN (or any substitute or successor form) establishing its non-U.S.
status for U.S. federal income tax purposes.

(c) As of the date of this Indenture, the Company has no intention to
exercise its right under Section 2.11 to defer payments of interest on the
Debt Securities by commencing an Extension Period.

(d) As of the date of this Indenture, the Company represents that the
likelihood that it would exercise its right under Section 2.11 to defer
payments of interest on the Debt Securities by commencing an Extension
Period at any time during which the Debt Securities are outstanding is
remote because of the restrictions that would be imposed on the Company's
ability to declare or pay dividends or distributions on, or to redeem,
purchase or make a liquidation payment with respect to, any of its
outstanding equity and on the Company's ability to make any payments of
principal of or premium, if any, or interest on, or repurchase or redeem,
any of its debt securities that rank pari passu in all respects with (or
junior in interest to) the Debt Securities.

Section 3.02 Offices for Notices and Payments, etc.

So long as any of the Debt Securities remain outstanding, the Company
will maintain in Wilmington, Delaware or in Greenville, South Carolina an office
or agency where the Debt Securities may be presented for payment, an office or
agency where the Debt Securities may be presented for registration of transfer
and for exchange as provided in this Indenture and an office or agency where
notices and demands to or upon the Company in respect of the Debt Securities or
of this Indenture may be served. The Company will give to the Trustee written
notice of the location of any such office or agency and of any change of


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<PAGE>

location thereof. Until otherwise designated from time to time by the Company in
a notice to the Trustee, or specified as contemplated by Section 2.05, such
office or agency for all of the above purposes shall be the Principal Office of
the Trustee. In case the Company shall fail to maintain any such office or
agency in Wilmington, Delaware or in Greenville, South Carolina or shall fail to
give such notice of the location or of any change in the location thereof,
presentations and demands may be made and notices may be served at the Principal
Office of the Trustee.

In addition to any such office or agency, the Company may from time to
time designate one or more offices or agencies outside Wilmington, Delaware or
Greenville, South Carolina where the Debt Securities may be presented for
registration of transfer and for exchange in the manner provided in this
Indenture, and the Company may from time to time rescind such designation, as
the Company may deem desirable or expedient; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain any such office or agency in Wilmington, Delaware or in
Greenville, South Carolina for the purposes above mentioned. The Company will
give to the Trustee prompt written notice of any such designation or rescission
thereof.

Section 3.03 Appointments to Fill Vacancies in Trustee's Office.

The Company, whenever necessary to avoid or fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section 6.09, a
Trustee, so that there shall at all times be a Trustee hereunder.

Section 3.04 Provision as to Paying Agent.

(a) If the Company shall appoint a Paying Agent other than the
Trustee, it will cause such Paying Agent to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee,
subject to the provision of this Section 3.04,

(1) that it will hold all sums held by it as such agent for the
payment of all payments due on the Debt Securities (whether such sums
have been paid to it by the Company or by any other obligor on the
Debt Securities) in trust for the benefit of the holders of the Debt
Securities;

(2) that it will give the Trustee prompt written notice of any
failure by the Company (or by any other obligor on the Debt
Securities) to make any payment on the Debt Securities when the same
shall be due and payable; and

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

(b) If the Company shall act as its own Paying Agent, it will, on or
before each due date of the payments due on the Debt Securities, set aside,
segregate and hold in trust for the benefit of the holders of the Debt
Securities a sum sufficient to pay such principal, premium or interest so
becoming due and will notify the Trustee in writing of any failure to take
such action and of any failure by the Company (or by any other obligor
under the Debt Securities) to make any payment on the Debt Securities when
the same shall become due and payable.



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Whenever the Company shall have one or more Paying Agents for the Debt
Securities, it will, on or prior to each due date of the payments on the Debt
Securities, deposit with a Paying Agent a sum sufficient to pay all payments so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled thereto and (unless such Paying Agent is the Trustee) the Company shall
promptly notify the Trustee in writing of its action or failure to act.

(c) Anything in this Section 3.04 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge with respect to the Debt Securities, or for any other reason, pay, or
direct any Paying Agent to pay to the Trustee all sums held in trust by the
Company or any such Paying Agent, such sums to be held by the Trustee upon the
same terms and conditions herein contained.

(d) Anything in this Section 3.04 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 3.04 is subject to
Sections 12.03 and 12.04.

(e) The Company hereby initially appoints the Trustee to act as Paying
Agent.

Section 3.05 Certificate to Trustee.

The Company will deliver to the Trustee on or before 120 days after the
end of each fiscal year, so long as Debt Securities are outstanding hereunder, a
Certificate, substantially in the form of Exhibit B attached hereto, stating
that in the course of the performance by the signers of their duties as officers
of the Company they would normally have knowledge of any default by the Company
in the performance of any covenants contained herein, stating whether or not
they have knowledge of any such default and, if so, specifying each such default
of which the signers have knowledge and the nature thereof.

Section 3.06 Additional Interest.

If and for so long as the Trust is the holder of all Debt Securities
and is subject to, or otherwise required to pay, or is required to withhold from
distributions to holders of Trust Securities, any additional taxes (including
withholding taxes), duties, assessments or other governmental charges as a
result of a Tax Event, the Company will pay such additional amounts (the
"Additional Interest") on the Debt Securities as shall be required so that the
net amounts received and retained by the Trust after paying taxes, duties,
assessments or other governmental charges will be equal to the amounts the Trust
would have received if no such taxes, duties, assessments or other governmental
charges had been imposed. Whenever in this Indenture or the Debt Securities
there is a reference in any context to the payment of principal of or premium,
if any, or interest on the Debt Securities, such mention shall be deemed to
include mention of payments of the Additional Interest provided for in this
paragraph to the extent that, in such context, Additional Interest is, was or
would be payable in respect thereof pursuant to the provisions of this paragraph
and express mention of the payment of Additional Interest (if applicable) in any
provisions hereof shall not be construed as excluding Additional Interest in
those provisions hereof where such express mention is not made, provided,
however, that the deferral of the payment of interest during an Extension Period
pursuant to Section 2.11 shall not defer the payment of any Additional Interest
that may be due and payable.



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Section 3.07 Compliance with Consolidation Provisions.

The Company will not, while any of the Debt Securities remain
outstanding, consolidate with, or merge into any other Person, or merge into
itself, or sell or convey all or substantially all of its property to any other
Person unless the provisions of Article XI hereof are complied with.

Section 3.08 Limitation on Dividends.

If (i) there shall have occurred and be continuing a Default or an
Event of Default, (ii) the Company shall be in default with respect to its
payment of any obligations under the Capital Securities Guarantee or (iii) the
Company shall have given notice of its election to defer payments of interest on
the Debt Securities by extending the interest payment period as provided herein
and such period, or any extension thereof, shall have commenced and be
continuing, then the Company may not (A) declare or pay any dividends or
distributions on, or redeem, purchase, acquire, or make a liquidation payment
with respect to, any of the Company's capital stock, (B) make any payment of
principal of or interest or premium, if any, on or repay, repurchase or redeem
any debt securities of the Company that rank pari passu in all respects with or
junior in interest to the Debt Securities or (C) make any payment under any
guarantees of the Company that rank pari passu in all respects with or junior in
interest to the Capital Securities Guarantee (other than (a) repurchases,
redemptions or other acquisitions of shares of capital stock of the Company (I)
in connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of one or more employees, officers,
directors or consultants, (II) in connection with a dividend reinvestment or
stockholder stock purchase plan or (III) in connection with the issuance of
capital stock of the Company (or securities convertible into or exercisable for
such capital stock) as consideration in an acquisition transaction entered into
prior to the occurrence of (i), (ii) or (iii) above, (b) as a result of any
exchange or conversion of any class or series of the Company's capital stock (or
any capital stock of a subsidiary of the Company) for any class or series of the
Company's capital stock or of any class or series of the Company's indebtedness
for any class or series of the Company's capital stock, (c) the purchase of
fractional interests in shares of the Company's capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged, (d) any declaration of a dividend in connection with any
stockholder's rights plan, or the issuance of rights, stock or other property
under any stockholder's rights plan, or the redemption or repurchase of rights
pursuant thereto or (e) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or the stock issuable upon exercise of
such warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior in interest to such
stock).

Section 3.09 Covenants as to the Trust.

For so long as such Trust Securities remain outstanding, the Company
shall maintain 100% ownership of the Common Securities; provided, however, that
any permitted successor of the Company under this Indenture that is a U.S.
Person may succeed to the Company's ownership of such Common Securities. The
Company, as owner of the Common Securities, shall use commercially reasonable
efforts to cause the Trust (a) to remain a statutory trust, except in connection


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with a distribution of Debt Securities to the holders of Trust Securities in
liquidation of the Trust, the redemption of all of the Trust Securities or
certain mergers, consolidations or amalgamations, each as permitted by the
Declaration, (b) to otherwise continue to be classified as a grantor trust for
United States federal income tax purposes and (c) to cause each holder of Trust
Securities to be treated as owning an undivided beneficial interest in the Debt
Securities.

ARTICLE IV

LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

Section 4.01 Securityholders' Lists.

The Company covenants and agrees that it will furnish or cause to be
furnished to the Trustee:

(a) on each regular record date for an Interest Payment Date, a list,
in such form as the Trustee may reasonably require, of the names and
addresses of the Securityholders of the Debt Securities as of such record
date; and

(b) at such other times as the Trustee may request in writing, within
30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the
time such list is furnished;

except that no such lists need be furnished under this Section 4.01 so long as
the Trustee is in possession thereof by reason of its acting as Debt Security
registrar.

Section 4.02 Preservation and Disclosure of Lists.

(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders
of Debt Securities (1) contained in the most recent list furnished to it as
provided in Section 4.01 or (2) received by it in the capacity of Debt
Securities registrar (if so acting) hereunder. The Trustee may destroy any
list furnished to it as provided in Section 4.01 upon receipt of a new list
so furnished.

(b) In case three or more holders of Debt Securities (hereinafter
referred to as "applicants") apply in writing to the Trustee and furnish to
the Trustee reasonable proof that each such applicant has owned a Debt
Security for a period of at least six months preceding the date of such
application, and such application states that the applicants desire to
communicate with other holders of Debt Securities with respect to their
rights under this Indenture or under such Debt Securities and is
accompanied by a copy of the form of proxy or other communication which
such applicants propose to transmit, then the Trustee shall within five
Business Days after the receipt of such application, at 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 4.02, or



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(2) inform such applicants as to the approximate number of
holders of Debt Securities whose names and addresses appear in the
information preserved at the time by the Trustee in accordance with
the provisions of subsection (a) of this Section 4.02, and as to the
approximate cost of mailing to such Securityholders the form of proxy
or other communication, if any, specified in such application.

If the 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 Securityholder of Debt Securities whose name and address appear in
the information preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section 4.02 a copy of the form of proxy or
other communication which is specified in such request with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender, the Trustee shall mail to such
applicants and file with the Securities and Exchange Commission, if permitted or
required by applicable law, together with a copy of the material to be mailed, a
written statement to the effect that, in the opinion of the Trustee, such
mailing would be contrary to the best interests of the holders of all Debt
Securities, as the case may be, or would be in violation of applicable law. Such
written statement shall specify the basis of such opinion. If said Commission,
as permitted or required by applicable law, after opportunity for a hearing upon
the objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, said Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such Securityholders with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise the Trustee shall
be relieved of any obligation or duty to such applicants respecting their
application.

(c) Each and every holder of Debt Securities, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company
nor the Trustee nor any Paying Agent shall be held accountable by reason of
the disclosure of any such information as to the names and addresses of the
holders of Debt Securities in accordance with the provisions of subsection
(b) of this Section 4.02, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable
by reason of mailing any material pursuant to a request made under said
subsection (b).

Section 4.03 Financial and Other Information.

(a) The Company shall deliver to each holder of the Debt Securities
and the Capital Securities (1) if the Company or any of its Subsidiaries is
not then (x) subject to Section 13 or 15(d) of the Exchange Act or (y)
exempt from reporting pursuant to Rule 12g3-2(b) thereunder, the
information required by Rule 144A(d)(4) under the Securities Act, (2) if
the Company is not then required to file Form FR Y-9C, the audited annual
financial statements (or, if no audited financial statements are prepared,
the unaudited financial statements) of the Company and any Subsidiaries
within 90 days after the end of the fiscal year, and (3) within 30 days
after the end of the fiscal year of the Company, Form 1099 or such other
annual U.S. federal income tax information statement required by the Code,
containing such information with regard to the Debt Securities held by such


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holder as is required by the Code and the income tax regulations of the
U.S. Treasury thereunder.

(b) If and so long as the holder of the Capital Securities is an
entity that holds a pool of trust preferred securities, debt securities
and/or similar securities or a trustee thereof, the Company will cause
copies of its reports on Forms FR Y-9LP, FR Y-6 and FR Y-9C, each to be
delivered to the holder promptly following their filing with the Federal
Reserve.

ARTICLE V

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT

Section 5.01 Events of Default.

The following events shall be "Events of Default" with respect to Debt
Securities:

(a) the Company defaults in the payment of any interest upon any Debt
Security when it becomes due and payable, and continuance of such default
for a period of 30 days; for the avoidance of doubt, an extension of any
interest payment period by the Company in accordance with Section 2.11 of
this Indenture shall not constitute a default under this clause 5.01(a); or

(b) the Company defaults in the payment of any interest upon any Debt
Security, including any Additional Interest in respect thereof, following
the nonpayment of any such interest for twenty (20) or more consecutive
quarterly interest payment periods; or

(c) the Company defaults in the payment of all or any part of the
principal of (or premium, if any, on) any Debt Securities as and when the
same shall become due and payable either at maturity, upon redemption, by
declaration of acceleration or otherwise; or

(d) the Company defaults in the performance of, or breaches, any of
its covenants or agreements in Sections 3.06, 3.07, 3.08 or 3.09 of this
Indenture (other than a covenant or agreement a default in whose
performance or whose breach is elsewhere in this Section specifically dealt
with), and continuance of such default or breach for a period of 90 days
after there has been given, by registered or certified mail, to the Company
by the Trustee or to the Company and the Trustee by the holders of not less
than 25% in aggregate principal amount of the outstanding Debt Securities,
a written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a "Notice of Default" hereunder;
or

(e) a court having jurisdiction in the premises shall enter a decree
or order for relief in respect of the Company in an involuntary case under
any applicable bankruptcy, insolvency or other similar law now or hereafter
in effect, or appoints a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or other similar official) of the Company or for any
substantial part of its property, or orders the winding-up or liquidation
of its affairs and such decree or order shall remain unstayed and in effect
for a period of 90 consecutive days; or



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<PAGE>

(f) the Company shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect,
shall consent to the entry of an order for relief in an involuntary case
under any such law, or shall consent to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of the Company or of any
substantial part of its property, or shall make any general assignment for
the benefit of creditors, or shall fail generally to pay its debts as they
become due; or

(g) the Trust shall have voluntarily or involuntarily liquidated,
dissolved, wound-up its business or otherwise terminated its existence
except in connection with (1) the distribution of the Debt Securities to
holders of the Trust Securities in liquidation of their interests in the
Trust, (2) the redemption of all of the outstanding Trust Securities or (3)
certain mergers, consolidations or amalgamations, each as permitted by the
Declaration.

If an Event of Default specified under clause (b) of this Section 5.01
occurs and is continuing with respect to the Debt Securities, then, in each and
every such case, either the Trustee or the holders of not less than 25% in
aggregate principal amount of the Debt Securities then outstanding hereunder, by
notice in writing to the Company (and to the Trustee if given by
Securityholders), may declare the entire principal of the Debt Securities and
any premium and interest accrued, but unpaid, thereon to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable. If an Event of Default specified under clause (e) or (f) of this
Section 5.01 occurs, then, in each and every such case, the entire principal
amount of the Debt Securities and any premium and interest accrued, but unpaid,
thereon shall ipso facto become immediately due and payable without further
action.

The foregoing provisions, however, are subject to the condition that
if, at any time after the principal of the Debt Securities shall have become due
by acceleration, and before any judgment or decree for the payment