SECURITYFEDERAL CORPORATION TO WILMINGTONTRUST COMPANY asTrustee Indenture Datedas of _______________, 2009 8.0%Convertible Senior Debentures due 2029 CertainSections of this Indenture relating to Sections310 through 318 of the TrustIndenture Act of 1939:

Trust Indenture Act Section

Indenture Section

§ 310   (a) (1)

609

(a) (2)

609

(a) (3)

Not Applicable

(a) (4)

Not Applicable

(a) (5)

609

(b)

608; 610

§ 311   (a)

613

(b)

613

§ 312   (a)

701; 702 (a)

(b)

702 (b)

(c)

702 (c)

§ 313   (a)

703 (a)

(a) (4)

101; 703

(b)

703 (a)

(c)

703 (a)

(d)

703 (b)

§ 314   (a)

704

(b)

Not Applicable

(c) (1)

102

(c) (2)

102

(c) (3)

Not Applicable

(d)

Not Applicable

(e)

102

§ 315   (a)

601

(b)

602

(c)

601

(d)

601

(e)

514

§ 316   (a)

101

(a) (1) (A)

502; 512

(a) (1) (B)

513

(a) (2)

Not Applicable

(b)

508

(c)

104 (c)

§ 317   (a) (1)

503

(a) (2)

504

(b)

1003

§ 318   (a)

107

SECTION 1303.   Fractions of Shares

56

SECTION 1304.   Adjustment of Conversion Price

56

SECTION 1305.   Notice of Adjustments of Conversion Price

59

SECTION 1306.   Notice of Certain Corporate Action

60

SECTION 1307.   Company to Reserve Common Stock

60

SECTION 1308.   Taxes on Conversions

61

SECTION 1309.   Covenant as to Common Stock

61

SECTION 1310.   Cancellation of Converted Securities

61

SECTION 1311.   Provisions in Case of Consolidation, Merger or Sale of Assets

61

SECTION 1312.   Trustee’s Disclaimer

62

SECTION 1401.   Repurchase at Option of Holders Upon a Fundamental Change

62

SECTION 1402.   Effect of Fundamental Change Repurchase Price

64

SECTION 1403.   Withdrawal of Fundamental Change Repurchase Notice

64

SECTION 1404.   Deposit of Fundamental Change Repurchase Price

65

SECTION 1405.   Securities Repurchased in Whole or in Part

65

SECTION 1406.   Covenant to Comply With Securities Laws Upon Repurchase of Securities

65

SECTION 1407.   Repayment to the Company

65

(1)  

the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(2)  

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

(3)  

all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" or “GAAP” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the United States at the date of such computation; and

(4)  

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.

(1)  

a “person” or “group” within the meaning of Section 13(d) of the Exchange Act other than the Company, its Subsidiaries or its or their employee benefit plans becomes the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s common equity representing more than 50% of the voting power of the Company’s common equity;

(2)  

consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination) as a result of which the Common Stock will be converted into, or exchanged for, stock, other securities, other property or assets or (B) any share exchange, consolidation or merger of the Company pursuant to which the Common Stock will be converted into cash, securities or other property or any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any person other than one of the Company’s Subsidiaries;  provided , however, that a transaction where the holders of more than 50% of all classes of the Company’s common equity immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of common equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such event shall not constitute a Fundamental Change;

(3)  

Continuing Directors cease to constitute at least a majority of the Company’s Board of Directors; or

(4)  

the Company’s shareholders approve any plan or proposal for the liquidation or dissolution of the Company.

(1)  

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

(2)  

Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefore satisfactory to the Trustee has been made; and

(3)  

Securities which have been paid pursuant to Section 307 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company;

(1)  

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

(2)  

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

(3)  

a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him 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 each such individual, such condition or covenant has been complied with.

(1)  

Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by their agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are received by the Trustee and, where it is hereby expressly required, by the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

(2)  

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

(3)  

The Company may, in the circumstances permitted by the Trust Indenture Act, by Board Resolution fix any day as the record date for the purpose of determining the Holders entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other action, or to vote on any action, authorized or permitted to be given or taken by Holders. If not set by the Company prior to the first solicitation of a Holder made by any Person in respect of any such action, or, in the case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day (or, if later, the date of the most recent list of Holders required to be pro­vided pursuant to Section 701) prior to such first solicitation or vote, as the case may be. With regard to any record date, only the Holders on such date (or their duly designated proxies) shall be entitled to give or take, or vote on, the relevant action.

(4)  

The ownership of Securities shall be proved by the Security Register.

(5)  

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

(1)  

the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration; or

(2)  

the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company.

(1)  

The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the 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 Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided.  Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder at his address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2).

(2)  

The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities 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 clause, such manner of payment shall be deemed practicable by the Trustee.

(1)  

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 or proceeding under the Bankruptcy Law, as now or hereafter constituted, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or

(2)  

the commencement by the Company of a volun­tary case or proceeding under the Bankruptcy Law, as now or hereafter constituted, or the consent by the Company to the entry of a decree or order for relief in an involuntary case or proceeding under any such law; or

(3)  

(i) the appointment by the FRB, the FDIC or the OTS (or other competent government agency having primary regulatory authority over any Major Depository Institution Subsidiary) under any applicable federal or state banking, insolvency or other similar law now or hereafter in effect of a receiver, conservator or other similar official for any Major Depository Institution Subsidiary or for all or substantially all of its assets or (ii) the entry of a decree or order in any case or proceeding under any applicable federal or state banking, insolvency or other similar law now or hereafter in effect adjudging any Major Depository Institution Subsidiary insolvent or bankrupt, or appointing any receiver, conservator or other similar official for any Major Depository Institution Subsidiary or for all or substantially all of its assets, or ordering the winding up or liquida­tion of its affairs; or

(4)  

(i) the filing by any Major Depository Institution Subsidiary with the FRB, the FDIC or the OTS (or other competent government agency having primary regulatory authority over any Major Depository Institution Subsidiary) of a notice of voluntary liquidation or other similar action under any applicable federal or state banking, insolvency or other similar law now or hereafter in effect or (ii) the commencement by any Major Depository Institution Subsidiary of any case or proceeding under any applicable federal or state banking, insolvency or other similar law now or hereafter in effect to be adjudicated insolvent or bankrupt or seeking the appointment of a receiver, conservator or other similar official for any Major Depository Institution Subsidiary or for all or substantially all of its assets, or the consent by any Major Depository Institution Subsidiary to the entry of a decree or order in any case or proceeding under the federal or state banking, insolvency or other similar laws adjudging any Major Depository Institution Subsidiary

(5)  

default in the payment of any interest upon any Security or any amount payable hereunder when the same shall become due and payable, and continuance of such default for a period of 30 days; or

(6)  

default in the payment of the principal of (or premium, if any, on) or Fundamental Change Repurchase Price on any Security when the same shall become due and payable, whether at the Stated Maturity thereof, by acceleration or otherwise; or

(7)  

Subject to Section 602, default in the performance, or breach, of any material covenant or warranty of the Company contained in this Indenture (other than a covenant or warranty 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 60 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 at least 25% in principal amount of the Outstanding 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

(8)  

a default under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company or a Subsidiary or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company or a Subsidiary (including this Indenture), whether such indebtedness now exists or shall hereafter be created, which default shall have resulted (i) in a failure to pay an aggregate principal amount exceeding $5.0 million of such indebtedness when due or upon the expiration of any applicable grace period with respect thereto or (ii) in such indebtedness in an amount exceeding $5.0 million becoming or, with the giving of notice or lapse of time or both, being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within a period of 10 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities a written notice specifying such default and requiring the Company to cause such indebtedness to be dis­charged or cause such acceleration to be rescinded or annulled and stating that such notice is a "Notice of Default" hereunder; provided, however, that any such default shall not be deemed to have occurred if and so long as the Company shall contest the validity thereof in good faith by appropriate proceedings; or

(9)  

the Bank shall at any time become subject to a statutory or regulatory prohibition against the payment of dividends or other capital distributions to the Company and such prohibition is not removed or otherwise made inapplicable within a period of 90 days from the date on which such prohibition first became applicable; or

(10)  

the Bank shall fail to meet the criteria required for classification as an “adequately capitalized” Insured Depositary Institution within the meaning of 12 U.S.C. 1831o and any implementing regulations or any successor provisions and such failure is not cured within a period of 90 days from the date of such failure or, if such failure is the result of a change in statute or regulation, such failure is not cured within a period of 180 days from the date of such failure.

(1)  

the Company has paid or deposited with the Trustee a sum sufficient to pay

(a)  

all overdue interest on all Securities;

(b)  

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

(c)  

to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities; and

(d)  

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

(2)  

all Events of Defaults, other than the non-payment of the principal of the Securities which have become due solely by such acceleration,  have been cured or waived as provided in Section 513.

(1)  

such Holder has previously given written notice to the Trustee of a continuing Event of Default;

(2)  

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

(3)  

such Holder or Holders have offered to the Trustee satisfactory Indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;

(4)  

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

(5)  

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

SECTION 508.

Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert.

(1)  

such direction shall not be in conflict with any rule of law or with the Indenture, and

(2)  

the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction; and

(3)  

the Trustee need not take any action that might involve it in personal liability or be unduly prejudicial to the Holders of Securities not joining therein (but the Trustee shall have no obligation as to the determination of such undue prejudice).

(1)  

in the payment of the principal of (or premium, if any) or the Fundamental Change Repurchase Price or interest on any Security, or

(2)  

in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security affected.

(1)  

Except during the continuance of an Event of Default,

(a)  

the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(b)  

in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture.

(2)  

In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(3)  

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

(a)  

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

(b)  

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

(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 a majority in principal amount of the Outstanding Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and

(d)  

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

(4)  

Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section and subject to Section 315 and 316 of the TIA.

(1)  

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

(2)  

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

(3)  

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

(4)  

before the Trustee acts or refrains from acting, the Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(5)  

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

(6)  

prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, Officer's Certificate, or other certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities then outstanding; provided 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 Indenture, the Trustee may require satisfactory indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such examination shall be paid by the Company or, if advanced by the Trustee, shall be repaid by the Company upon demand;

(7)  

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;

       (8)  

the Trustee shall not be liable for any action it takes or omits to take in good faith which action or omission it believes to be authorized or within its rights or powers;

(9)  

the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder;

(10)  

the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Company, except as otherwise set forth herein, but the Trustee may require of the Company full information and advice as to the performance of the covenants, conditions and agreements contained herein and shall be entitled in connection herewith to examine the books, records and premises of the Company;

(11)  

the permissive rights of the Trustee to do things enumerated in this Indenture shall not be  construed as a duty and the Trustee shall not be answerable for other than its negligence or willful default; and

(12)  

except for an Event of Default under Section 501(5) or (6) hereof, or a Default which a Responsible Officer of the Trustee has "actual knowledge", the Trustee shall not be deemed to have notice of or knowledge of any Default or Event of Default unless specifically notified in writing of such event by the Company or the Holders of not less than 25% in aggregate principal amount of the Securities Outstanding; as used herein, the term "actual knowledge" means the actual fact or statement of knowing, without any duty to make any investigation with regard thereto;

(13)  

in no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action;

(14)  

the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder; and

(15)  

the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

(1)  

to pay to the Trustee from time to time reasonable compensation (it being understood and agreed that the fees set forth in the Trustee’s fee agreement or fee schedule are deemed reasonable) for all services rendered by it hereunder, including extraordinary services rendered in connection with or during the continuation of a default hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(2)  

except as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by it in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except to the extent any such expense, disbursement or advance may be attributable to its gross negligence or bad faith; and (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except to the extent any such expense, disbursement or advance may be attributable to its gross negligence or bad faith; and

(3)  

to indemnify the Trustee and each of its respective directors, officers, agents and employees for, and to hold each of them harmless against, any loss, liability or expense, arising out of or in connection with the acceptance or administration of the trust or trusts or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder except to the extent any such loss, liability or expense may be attributable to its own gross negligence or bad faith.

(1)  

No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirement of Section 609.

(2)  

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

(3)  

The Trustee may be removed at any time with respect to the Securities by Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Trustee and to the Company.

(4)  

If at any time:

(a)  

the Trustee shall fail to comply with the provisions of Section 613 or TIA Section 310(b) after written request therefor by the Company or by any Holder of a Security who has been a bona fide Holder of a Security for at least six months, or

(b)  

the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any Holder of a Security who has been a bona fide Holder of a Security for at least six months, or

(c)  

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, then, in any such case, (i) the Company by or pursuant to a Board Resolution may remove the Trustee and appoint a successor Trustee with respect to the Securities, or (ii) subject to TIA Section 315(e), any Holder of a Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to the Securities and the appointment of a successor Trustee or Trustees.

(5)  

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

(6)  

The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities and each appointment of a successor Trustee in the manner provided for notices to the Holders of Securities in Section 106.  Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

(1)  

semi-annually, not more than 15 days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of such Regular Record Date, and

(2)  

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;

(1)  

The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished.

(2)  

The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and duties of the Trustee, shall be as provided by the Trust Indenture Act.

(3)  

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

(1)  

in case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation, partnership or trust, shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed and shall have provided for conversion rights in accordance with Section 1311;

(2)  

immediately after giving effect to such transaction, no Default or Event of Default, shall have happened and be continuing;

(3)  

immediately after giving effect to such transaction, each Insured Depository Institution controlled by the entity which is formed by such consolidation, share exchange or business combination or with which the Company is merged, or by the Person which acquired by conveyance or transfer all or substantially all of the properties and assets of the Company, shall be in compliance with all applicable minimum Regulatory Capital Requirements; and

(4)  

the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

(1)  

to cure any ambiguity or correct any omission, defect or inconsistency contained herein, so long as such action will not materially and adversely affect the interest of the Holders; provided that any such amendment made solely to conform the provisions of the Indenture to the description thereof contained in the Prospectus shall be deemed not to adversely affect the interests of the Holders of the Securities;

(2)  

to provide for the assumption by a successor corporation, partnership, trust or limited liability company of the obligations of the Company contained herein;

(3)  

to add guarantees with respect to the Securities;

(4)  

to secure the Securities;

(5)  

to add to the covenants of the Company for the benefit of the Holders of the Securities, or to surrender any right or power herein conferred upon the Company;

(6)  

to add or modify any other provision herein with respect to matters or questions arising hereunder which the Company and the Trustee may deem necessary or desirable and which does not materially and adversely affect the rights of any Holder of the Securities; and

(7)  

to modify, eliminate or add to the provisions of the Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted.

(1)  

reduce the principal amount of Outstanding Securities whose Holders are required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder

(2)  

reduce the rate or extend the time of payment of any interest, including any Defaulted Interest, on any Security;

(3)  

reduce the principal of, or extend the Stated Maturity of, any Security;

(4)  

make any change that impairs or adversely affects the conversion rights or Conversion Price of any Security;

(5)  

reduce the Fundamental Change Repurchase Price of any Security or amend or modify in any manner adverse to the Holders of Securities the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;

(6)  

make any Security payable in currency other than that stated in such Security;

(7)  

change the ranking of the Securities in any manner that adversely affects the rights of Holders of Securities under the Indenture;

(8)  

impair the right of a Holder to receive payment of principal and interest, including any Defaulted Interest, on such Holder’s Securities, or alter the due date therefore or to institute a suit for the enforcement of any payment on or with respect to such Holder’s Securities; or

(9)  

modify any of the provisions of Section 902(1) through (8).

(1)  

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

(2)  

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

(3)  

at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

(1)  

a review of the activities of the Company during such year and of performance under this Indenture has been made under his or her supervision; and

(2)  

to the best of his or her knowledge, based on such review, the Company has fulfilled all the conditions and covenants set forth in Article Ten and any other obligation specifically imposed upon it under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such condition, covenant or obligation, the Company shall deliver to the Trustee as soon as possible, and in any event within five days after the Company becomes aware or should reasonably have become aware of the occurrence of any Default or Event of Default, an Officers' Certificate specifying each such default known to him or her and the nature and status thereof and what action the Company is taking or proposes to take with respect thereto.

(1)  

the Redemption Date,

(2)  

the Redemption Price,

(3)  

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

(4)  

that on the Redemption Date the Redemption Price will become due and payable upon each such Security, and that interest thereon shall cease to accrue from and after said date, and

(5)  

the place where such Securities are to be surrendered for payment of the Redemption Price, which shall be an office or agency of the Company in each Place of Payment.

(1)  

the Company shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee, as trust funds and/or obligations in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities (i) money in an amount, or (ii) U.S. Government Obligations (as defined below) which through the payment of interest and principal in respect thereof in accordance with their terms, without consideration of any reinvestment thereof, will provide, not later than one day before the due date of any payment, money in an amount, or (iii) a combination of (i) and (ii), sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (upon which the Trustee may conclusively and exclusively rely), to pay and discharge the principal of (and premium, if any), and interest on, the outstanding Securities on the dates such installments of interest or principal and premiums are due;

(2)  

such deposit shall not cause the Trustee with respect to the Securities to have a conflicting interest as defined in Section 608 and for purposes of the Trust Indenture Act with respect to the Securities;

(3)  

the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit will not result in an Event of Default under Section 501 or an event which with the giving of notice or lapse of time, or both, would become an Event of Default under Section 501.

(4)  

the Company shall have delivered to the Trustee an Officer's Certificate to the effect that no Event of Default or event (including such deposit) which, with notice or lapse of time or both, would become Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit and no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default shall have occurred and be continuing on the 91st day after such date of deposit; and that such deposit shall not result in a breach or violation of or constitute a default under any other agreement or instrument, material to the Company, to which the Company is a party or by which it is bound.

(5)  

the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that all conditions precedent herein provided for relating to the defeasance contemplated in this Section 1201 have been complied with and an Opinion of Counsel (or, in lieu of such Opinion of Counsel, the Company has received from, or there has been published by, the Internal Revenue Service a ruling) to the effect that the Holders of the Securities or Security Owners will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance or Discharge; and

(6)  

if the Securities are to be redeemed, either notice of such redemption shall have been given or the Company shall have given the Trustee irrevocable direction to give notice of such redemption in the name and at the expense of the Company, pursuant to Article Eleven.

(1)  

In case the Company shall pay or make a dividend or other distribution on any class of capital stock of the Company in Common Stock, the Conversion Price in effect at the opening of business on the day following the date fixed for the determi­nation of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Conver­sion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such reduction to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes of this para­graph (1), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company.

(2)  

In case the Company shall issue rights, options or warrants to all holders of its Common Stock (not being available on an equivalent basis to Holders of the Securities upon conversion) entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the current market price per share (determined as provided in paragraph (8) of this Section) of the Common Stock on the date fixed for the determination of stockholders entitled to receive such rights, options or warrants (other than pursuant to a dividend reinvestment plan), the Conversion Price in effect at the opening of business on the day following the date fixed for such determination shall be reduced by multiplying such Conversion Price by a fraction of 

  

which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such current market price and the denominator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase, such reduction to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes of this paragraph (2), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will not issue any rights, options or warrants in respect of shares of Common Stock held in the treasury of the Company.

(3)  

In case outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and, conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective.

(4)  

In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including securities, but excluding any rights, options or warrants referred to in paragraph (2) of this Section, any dividend or distribution paid exclusively in cash and any dividend or distribution referred to in paragraph (1) of this Section), the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction of which the numerator shall be the current market price per share (determined as provided in paragraph (8) of this Section) of the Common Stock on the date fixed for such determination less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the Trustee) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator shall be such current market price per share of the Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution. In any case in which this paragraph (4) is applicable, paragraph (2) of this Section shall not be applicable.

(5)  

In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock cash (excluding any cash that is distributed upon a merger or consolidation to  which Section 1311 applies or as part of a distribution referred to in paragraph (4) of this Section) in an aggregate amount that, combined together with (1) the aggregate amount of any other distributions to all holders of its Common Stock made exclusively in cash within the 12 months preceding the date of payment of such distribution and in respect of which no adjust­ment pursuant to this paragraph (5) has been made and (2) the aggregate of any cash plus the fair

  

market value (as determined by the Board of Directors, whose determination shall be conclu­sive and described in a Board Resolution) of consideration payable in respect of any tender offer by the Company or any of its subsidiaries for all or any portion of the Common Stock concluded within the 12 months preceding the date of payment of such distribution and in respect of which no adjustment pursuant to paragraph (6) of this Section has been made, exceeds 10% of the product of the current market price per share of the Common Stock on the date for the determination of holders of shares of Common Stock entitled to receive such distribution times the number of shares of Common Stock outstanding on such date, then, and in each such case, immediately after the close of business on such date for determination, the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on the date fixed for determination of the stockholders entitled to receive such distribution by a fraction (i) the numerator of which shall be equal to the current market price per share (determined as provided in paragraph (8) of this Section) of the Common Stock on the date fixed for such deter­mination less an amount equal to the quotient of (x) the excess of such combined amount over such 10% and (y) the number of shares of Common Stock outstanding on such date for determina­tion and (ii) the denominator of which shall be equal to the current market price per share (determined as provided in paragraph (8) of this Section) of the Common Stock on such date for determination.

(6)  

In case a tender offer made by the Company or any Subsidiary for all or any portion of the Common Stock shall expire and such tender offer (as amended upon the expiration thereof) shall require the payment to stockholders (based on the acceptance (up to any maximum specified in the terms of the tender offer) of Purchased Shares (as defined below)) of an aggregate consideration having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) that combined together with (1) the aggregate of the cash plus the fair market value (as determined by the Board of Directors, whose determina­tion shall be conclusive and described in a Board Resolution), as of the expiration of such tender offer, of consideration payable in respect of any other tender offer, by the Company or any Subsidiary for all or any portion of the Common Stock expiring within the 12 months preceding the expiration of such tender offer and in respect of which no adjustment pursuant to this paragraph (6) has been made and (2) the aggregate amount of any distributions to all holders of the Company's Common Stock made exclusively in cash within 12 months preceding the expiration of such tender offer and in respect of which no adjustment pursuant to paragraph (5) of this Section has been made, exceeds 10% of the product of the current market price per share of the Common Stock (determined as provided in paragraph (8) of this Section) as of the last time (the "Expiration Time") tenders could have been made pursuant to such tender offer (as it may be amended) times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time, then, and in each such case, immediately prior to the opening of business on the day after the date of the Expiration Time, the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to close of business on the date of the Expiration Time by a fraction (i) the numerator of which shall be equal to (A) the product of (i) the current market price per share of the Common Stock (determined as provided in paragraph (8) of this Section) on the date of the Expiration Time and (ii) the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time less (B) the amount of cash plus the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender offer) of Purchased Shares, and (ii) the denominator of which shall be equal to the product of (A) the current market price per share of the Common Stock (determined

  

as provided in paragraph (8) of this Section) as of the Expiration Time and (B) the number of shares of Common Stock outstanding (including any tendered shares) as of the Expiration Time less the number of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted up to any such maximum, being referred to as the "Purchased Shares").

(7)  

The reclassification of Common Stock into securities including securities other than Common Stock (other than any reclassification upon a consolidation or merger to which Section 1311 applies) shall be deemed to involve (i) a distribution of such securities other than Common Stock to all holders of Common Stock (and the effective date of such reclassification shall be deemed to be "the date fixed for the determination of stockholders entitled to receive such distribution" and the "date fixed for such determination" within the meaning of paragraph (4) of this Section), and (ii) a subdivision or combination, as the case may be, of the number of shares of Common Stock outstanding immediately prior to such reclassification into the number of shares of Common Stock outstanding immediately thereafter (and the effective date of such reclassification shall be deemed to be "the day upon which such subdivision becomes effective" or "the day upon which such, combination becomes effective," as the case may be, and "the day. upon which such subdivision or combination becomes effective" within the meaning of paragraph (3) of this Section).

(8)  

For the purpose of any computation under para­graphs (2), (4), (5) and (6) of this Section, the current market price per share of Common Stock on any date shall be deemed to be the average of the daily Closing Prices for the 5 consecutive Trading Days selected by the Company commencing not more than 20 Trading Days before, and ending not later than, the earlier of the day in question and the day before the "ex" date with respect to the issuance or distribution requiring such computa­tion. The "Closing Price" for each Trading Day shall be the reported last sale price regular way or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case on the OTC Bulletin Board or the principal national securities exchange on which the Common Stock is then listed or admitted to trading or, if not listed or admitted to trading on the OTC Bulletin Board or any national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose. For purposes of this paragraph, the term "'ex' date," when used with respect to any issuance or distribution, shall mean the first date on which the Common Stock trades regular way on such exchange or in such market without the right to receive such issuance or distribution.

(9)  

No adjustment in the Conversion Price shall be required unless such adjustment (plus any adjustments not previously made by reason of this paragraph (9)) would require an increase or decrease of at least 1% in such price; provided, however, that any adjustments which by reason of this paragraph (9) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this paragraph (9) shall be made to the nearest cent.

(10)  

The Company may make such reductions in the Conversion Price, in addition to those required by paragraphs (1), (2), (3), (4), (5) and (6) of this Section, as it considers to be advisable in order to avoid or diminish any income tax to any holders of shares of Common Stock resulting from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for Federal income tax purposes or for any other

  

reasons. The Company shall have the power to resolve any ambiguity or correct any error in this paragraph (10) and its actions in so doing shall be final and conclusive.

(1)  

The Company shall compute the adjusted conversion price in accordance with Section 1304 and shall prepare a certificate signed by the Treasurer of the Company setting forth the adjusted conversion price and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 1002 and provided to the Trustee and the Conversion Agent, if different; and

(2)  

a notice stating that the Conversion Price has been adjusted and setting forth the adjusted Conversion Price shall forthwith be required, and as soon as practicable after it is required, such notice shall be mailed by the Company to all Holders at their last addresses as they shall appear in the Security Register.

(1)  

In case:

(a)  

the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its earned surplus; or

(b)  

the Company shall authorize the granting to the holders of its Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights; or

(c)  

of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolida­tion, merger or share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or

(d)  

of the voluntary or involuntary dissolution, liquidation or winding up of the Company;

(1)  

 If a Fundamental Change occurs at any time prior to the Maturity of the Securities, then each Security Holder shall have the right, at such Holder’s option, to require the Company to repurchase all of such Holder’s Securities or any portion thereof that is a multiple of $1,000, on a Business Day specified by the Company that is no later than the 35th calendar day after the date of the Fundamental Change Company Notice (as defined below), subject to extension to comply with applicable law (the “ Fundamental Change Repurchase Date ”), at a repurchase price equal to 101% of the principal amount thereof, together with accrued and unpaid interest thereon, to, but excluding, the Fundamental Change Repurchase Date (the “ Fundamental Change Repurchase Price ”); provided, however, that if Securities are repurchased pursuant to this Section 1401 between a regular Record Date and any Interest Payment Date, the interest, including Defaulted Interest, if any, payable in respect of such Interest Payment Date to which such Record Date relates, shall be payable to the Holders of record as of the corresponding Record Date.

(2)  

Repurchases of Securities under this Section 1401 shall be made, at the option of a Holder of the Securities thereof, upon delivery to the Trustee (or other Paying Agent appointed by the Company) by a Holder, prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, subject to extension to comply with applicable law, of a duly completed notice (the “ Fundamental Change Repurchase Notice ”) in the form set forth on the reverse of the Securities or otherwise specifying:

(a)  

the certificate numbers of Securities to be delivered for repurchase;

(b)  

the portion of the principal amount of Securities to be repurchased, which must be $1,000 or an integral multiple thereof; and

(c)  

that the Securities are to be repurchased by the Company pursuant to the applicable provisions of the Securities and the Indenture.

(3)  

On or before the 20th day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of record of the Securities and the Trustee and Paying Agent a notice (the “Fundamental Change Company Notice”) of the occurrence of such Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. Such mailing shall be by first class mail. Simultaneously with providing such Fundamental Change Company Notice, the Company shall publish a notice containing the information included therein once in a newspaper of general circulation in The City of Aiken or publish such information on the Company’s website or through such other public medium as the Company may use at such time.

(a)  

the events causing the Fundamental Change and the date of the Fundamental Change;

(b)  

the last date on which a Holder may exercise the repurchase right;

(c)  

the Fundamental Change Repurchase Price;

(d)  

the Fundamental Change Repurchase Date;

(e)  

the name and address of the Paying Agent and the Conversion Agent, if applicable;

(f)  

if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion Rate;

(g)  

if applicable, that the Securities with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with Section 1403; and

(h)  

the procedures that Holders must follow to require the Company to repurchase their Securities.

(4)  

There shall be no repurchase of any Securities pursuant to this Section 1401 if there has occurred (prior to, on or after, as the case may be, the giving, by the Holders of such Securities, of the required Fundamental Change Repurchase Notice) and is continuing an Event of Default (other than a default that is cured by the payment of the Fundamental Change Repurchase Price with respect to such Securities). The Paying Agent will promptly return to the respective Holders thereof any Securities (i) with respect to which a Fundamental Change Repurchase Notice has been withdrawn in compliance with this Indenture, or (ii) held by it during the continuance of an

  

Event of Default (other than a default that is cured by the payment of the Fundamental Change Repurchase Price with respect to such Securities) in which case, upon such return, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

(5)  

The Securities to be repurchased pursuant to this Section 1401 shall be paid for in cash.

(1)  

A Fundamental Change Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the Paying Agent and the Trustee in accordance with the Fundamental Change Company Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, specifying:

(a)  

the principal amount of the Securities with respect to which such notice of withdrawal is being submitted;

(b)  

the certificate numbers of the withdrawn Securities; and

(c)  

the principal amount of such Securities that remains subject to the original Fundamental Change Repurchase Notice, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000.