BANCFIRST CORP /OK/ (Form: 10-Q, Received: 11/06/2015 12:26:02)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2015

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 0-14384

BancFirst Corporation

(Exact name of registrant as specified in charter)

Oklahoma		73-1221379
(State or other Jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

101 N. Broadway, Oklahoma City, Oklahoma		73102-8405
(Address of principal executive offices)		(Zip Code)

(405) 270-1086

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o .

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (sec. 232-405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	x

Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes o No x

As of October 31, 2015 there were 15,597,280 shares of the registrant’s Common Stock outstanding.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

BANCFIRST CORPORATION

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	September 30,			December 31,
		2015			2014
	(unaudited)			(see Note 1)
ASSETS
Cash and due from banks	$	163,188		$	203,545
Interest-bearing deposits with banks		1,491,873			1,710,350
Securities (fair value: $507,923 and $524,861, respectively)		507,858			524,783
Loans held for sale		12,406			9,433
Loans (net of unearned interest)		3,959,669			3,851,398
Allowance for loan losses		(40,970	)		(40,889	)
Loans, net of allowance for loan losses		3,918,699			3,810,509
Premises and equipment, net		120,659			121,341
Other real estate owned		7,650			7,859
Intangible assets, net		9,203			10,635
Goodwill		44,594			44,962
Accrued interest receivable and other assets		129,966			131,555
Total assets	$	6,406,096		$	6,574,972

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Noninterest-bearing	$	2,244,711		$	2,411,066
Interest-bearing		3,453,880			3,493,638
Total deposits		5,698,591			5,904,704
Short-term borrowings		3,777			3,982
Accrued interest payable and other liabilities		30,863			30,168
Junior subordinated debentures		26,804			26,804
Total liabilities		5,760,035			5,965,658

Stockholders' equity:
Senior preferred stock, $1.00 par; 10,000,000 shares authorized; none issued		—			—
Cumulative preferred stock, $5.00 par; 900,000 shares authorized; none issued		—			—
Common stock, $1.00 par, 20,000,000 shares authorized; shares issued and outstanding: 15,591,530 and 15,504,513, respectively		15,591			15,504
Capital surplus		100,835			96,841
Retained earnings		527,038			492,776
Accumulated other comprehensive income, net of income tax of $1,638 and $2,644, respectively		2,597			4,193
Total stockholders' equity		646,061			609,314
Total liabilities and stockholders' equity	$	6,406,096		$	6,574,972

The accompanying Notes are an integral part of these consolidated financial statements.

BANCFIRST CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(Dollars in thousands, except per share data)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
		2015		2014			2015			2014
INTEREST INCOME
Loans, including fees	$	47,342	$	46,759		$	139,781		$	135,263
Securities:
Taxable		1,291		1,536			4,148			4,343
Tax-exempt		249		262			730			815
Federal funds sold		—		—			—			1
Interest-bearing deposits with banks		1,009		1,112			3,137			3,302
Total interest income		49,891		49,669			147,796			143,724
INTEREST EXPENSE
Deposits		2,522		2,658			7,602			8,180
Short-term borrowings		1		6			3			13
Long-term borrowings		—		—			—			25
Junior subordinated debentures		492		491			1,474			1,474
Total interest expense		3,015		3,155			9,079			9,692
Net interest income		46,876		46,514			138,717			134,032
Provision for loan losses		1,424		(3,115	)		4,029			1,232
Net interest income after provision for loan losses		45,452		49,629			134,688			132,800
NONINTEREST INCOME
Trust revenue		2,295		2,380			6,837			6,846
Service charges on deposits		14,910		14,226			42,574			42,044
Securities transactions (includes accumulated other comprehensive income reclassifications of $0, $0, $3,912 and $88, respectively)		—		284			7,121			819
Income from sales of loans		545		569			1,534			1,387
Insurance commissions		4,427		4,152			11,615			11,380
Cash management		1,906		1,770			5,611			5,058
Gain on sale of other assets		27		242			108			250
Other		1,214		1,315			3,935			4,327
Total noninterest income		25,324		24,938			79,335			72,111
NONINTEREST EXPENSE
Salaries and employee benefits		28,746		28,153			84,145			81,569
Occupancy, net		3,051		2,920			8,586			8,493
Depreciation		2,488		2,432			7,401			7,156
Amortization of intangible assets		444		444			1,333			1,310
Data processing services		1,132		1,183			3,428			3,538
Net expense from other real estate owned		51		173			181			317
Marketing and business promotion		1,640		1,429			4,720			4,806
Deposit insurance		820		810			2,482			2,456
Other		7,980		9,398			24,428			26,990
Total noninterest expense		46,352		46,942			136,704			136,635
Income before taxes		24,424		27,625			77,319			68,276
Income tax expense		8,794		8,832			26,877			20,138
Net income	$	15,630	$	18,793		$	50,442		$	48,138
NET INCOME PER COMMON SHARE
Basic	$	1.01	$	1.22		$	3.25		$	3.12
Diluted	$	0.98	$	1.19		$	3.18		$	3.05
OTHER COMPREHENSIVE INCOME
Unrealized gains (losses) on securities, net of tax of $(91), $210, $(507) and $(811), respectively		145		(332	)		803			713
Reclassification adjustment for gains included in net income, net of tax of $0, $0, $1,513 and $34, respectively		—		—			(2,399	)		(54	)
Other comprehensive gain (loss), net of tax of $(91), $210, $1,006 and $(777), respectively		145		(332	)		(1,596	)		659
Comprehensive income	$	15,775	$	18,461		$	48,846		$	48,797

The accompanying Notes are an integral part of these consolidated financial statements.

BANCFIRST CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(Dollars in thousands)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
COMMON STOCK
Issued at beginning of period	$	15,562		$	15,399		$	15,504		$	15,334
Shares issued		29			50			87			115
Issued at end of period	$	15,591		$	15,449		$	15,591		$	15,449
CAPITAL SURPLUS
Balance at beginning of period	$	99,202		$	91,447		$	96,841		$	88,803
Common stock issued		749			1,554			2,065			3,174
Tax effect of stock options		395			417			686			665
Stock-based compensation arrangements		489			448			1,243			1,224
Balance at end of period	$	100,835		$	93,866		$	100,835		$	93,866
RETAINED EARNINGS
Balance at beginning of period	$	517,028		$	468,761		$	492,776		$	448,953
Net income		15,630			18,793			50,442			48,138
Dividends on common stock ($0.36, $0.34, $1.04 and $0.96 per share, respectively)		(5,620	)		(5,252	)		(16,180	)		(14,789	)
Balance at end of period	$	527,038		$	482,302		$	527,038		$	482,302
ACCUMULATED OTHER COMPREHENSIVE INCOME
Unrealized gains on securities:
Balance at beginning of period	$	2,452		$	4,898		$	4,193		$	3,907
Net change		145			(332	)		(1,596	)		659
Balance at end of period	$	2,597		$	4,566		$	2,597		$	4,566
Total stockholders’ equity	$	646,061		$	596,183		$	646,061		$	596,183

The accompanying Notes are an integral part of these consolidated financial statements.

BANCFIRST CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

(Dollars in thousands)

	Nine Months Ended
	September 30,
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	50,442		$	48,138
Adjustments to reconcile to net cash provided by operating activities:
Provision for loan losses		4,029			1,232
Depreciation and amortization		8,734			8,466
Net amortization of securities premiums and discounts		747			712
Realized securities gains		(7,121	)		(819	)
Gain on sales of loans		(1,534	)		(1,387	)
Cash receipts from the sale of loans originated for sale		132,957			114,388
Cash disbursements for loans originated for sale		(134,396	)		(115,294	)
Deferred income tax benefit		(1,029	)		(3,107	)
Gain on other assets		(76	)		(714	)
Decrease in interest receivable		8			381
Decrease in interest payable		(64	)		(366	)
Amortization of stock-based compensation arrangements		1,243			1,224
Other, net		4,797			6,957
Net cash provided by operating activities	$	58,737		$	59,811
INVESTING ACTIVITIES
Net decrease in federal funds sold	—				4,319
Net cash and due from banks received from acquisitions	—				174,283
Purchases of held for investment securities		(1,085	)	—
Purchases of available for sale securities		(41,424	)		(204,979	)
Proceeds from maturities, calls and paydowns of held for investment securities		1,344			3,882
Proceeds from maturities, calls and paydowns of available for sale securities		53,285			197,469
Proceeds from sales of available for sale securities		8,576			2,235
Net change in loans		(113,740	)		(266,076	)
Purchases of premises, equipment and computer software		(9,535	)		(8,541	)
Proceeds from the sale of other assets		4,324			4,741
Net cash used in investing activities		(98,255	)		(92,667	)
FINANCING ACTIVITIES
Net change in deposits		(206,113	)		19,116
Net (decrease)/increase in short-term borrowings		(205	)		6,883
Paydown of long-term borrowings	—				(6,938	)
Issuance of common stock, net		2,838			3,954
Cash dividends paid		(15,836	)		(14,289	)
Net cash (used in) provided by financing activities		(219,316	)		8,726
Net decrease in cash, due from banks and interest-bearing deposits		(258,834	)		(24,130	)
Cash, due from banks and interest-bearing deposits at the beginning of the period		1,913,895			1,857,535
Cash, due from banks and interest-bearing deposits at the end of the period	$	1,655,061		$	1,833,405
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$	9,142		$	10,058
Cash paid during the period for income taxes	$	26,531		$	21,128
Noncash investing and financing activities:
Unpaid common stock dividends declared	$	5,609		$	5,244

The accompanying Notes are an integral part of these consolidated financial statements.

BANCFIRST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1)	DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting and reporting policies of BancFirst Corporation and its subsidiaries (the “Company”) conform to accounting principles generally accepted in the United State of America (U.S. GAAP) and general practice within the banking industry. A summary of significant accounting policies can be found in Note (1) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Basis of Presentation

The accompanying unaudited interim consolidated financial statements include the accounts of BancFirst Corporation, Council Oak Partners, LLC, BancFirst Insurance Services, Inc. and BancFirst and its subsidiaries. The principal operating subsidiaries of BancFirst are Council Oak Investment Corporation, Council Oak Real Estate, Inc. and BancFirst Agency, Inc. All significant intercompany accounts and transactions have been eliminated. Assets held in a fiduciary or agency capacity are not assets of the Company and, accordingly, are not included in the unaudited interim consolidated financial statements.

The accompanying unaudited interim consolidated financial statements and notes are presented in accordance with the instructions for Form 10-Q. The information contained in the financial statements and footnotes included in BancFirst Corporation’s Annual Report on Form 10-K for the year ended December 31, 2014, should be referred to in connection with these unaudited interim consolidated financial statements. Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year or any future period.

The unaudited interim consolidated financial statements contained herein reflect all adjustments which are, in the opinion of management, necessary to provide a fair statement of the financial position and results of operations of the Company for the interim periods presented. All such adjustments are of a normal and recurring nature. There have been no significant changes in the accounting policies of the Company since December 31, 2014, the date of the most recent annual report.

Reclassifications

Certain items in prior financial statements have been reclassified to conform to the current presentation. Such reclassifications had no effect on previously reported cash flows, stockholders’ equity or comprehensive income.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States inherently involves the use of estimates and assumptions that affect the amounts reported in the financial statements and the related disclosures. These estimates relate principally to the determination of the allowance for loan losses, income taxes, the fair value of financial instruments and the valuation of intangibles. Such estimates and assumptions may change over time and actual amounts realized may differ from those reported.

Recent Accounting Pronouncements

In February 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-02, “Consolidation (Topic 810) – Amendments to the Consolidation Analysis.” ASU 2015-02 implements changes to both the variable interest consolidation model and the voting interest consolidation model. ASU 2015-02 (i) eliminates certain criteria that must be met when determining when fees paid to a decision maker or service provider do not represent a variable interest, (ii) amends the criteria for determining whether a limited partnership is a variable interest entity and (iii) eliminates the presumption that a general partner controls a limited partnership in the voting model. The amendments are effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2015. Adoption of ASU 2015-02 is not expected to have a significant effect on the Company’s financial statements.

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Topic 205-40).” ASU 2014-15 provides guidance on management’s responsibility in evaluating whether there is substantial doubt about the Company’s ability to continue as a going concern and related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendments are effective for annual periods, and

interim reporting periods within those annual periods, beginnin g after December 15, 2016. Early adoption is permitted. Adoption of ASU 2014-15 is not expected to have a significant effect on the Company’s financial statements.

In January 2014, the FASB issued Accounting Standards Update ASU No. 2014-04, “Receivables: Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure (Topic 310-40).” ASU 2014-04 clarifies that an in-substance repossession or foreclosure occurs upon either the creditor obtaining legal title to the residential real estate property or the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. The amendments were effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2014. Adoption of ASU 2014-04 did not have a significant effect on the Company’s financial statements.

In January 2014, the FASB issued ASU No. 2014-01, “Accounting for Investments in Affordable Housing Projects (Topic 323).” ASU 2014-01 revises the necessary criteria that need to be met in order for an entity to account for investments in affordable housing projects net of the provision for income taxes. It also changes the method of recognition from an effective amortization approach to a proportional amortization approach. Additional disclosures were also set forth in this update. The amendments were effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2014. The amendments were required to be applied retrospectively to all periods presented. Early adoption was permitted and adoption of the standard was optional. Adoption of ASU 2014-01 did not have a material impact on the Company's financial statements.

(2)	RECENT DEVELOPMENTS, INCLUDING MERGERS AND ACQUISITIONS

In January 2015, Council Oak Investment Corporation, a wholly-owned subsidiary of BancFirst, recognized a pretax gain of approximately $1.7 million on one of its investments.

In June 2015, Council Oak Partners, LLC, a wholly-owned subsidiary of the Company, recognized a pretax gain of approximately $5.3 million on one of its investments.

See Note 12 for developments subsequent to September 30, 2015.

(3)	SECURITIES

The following table summarizes securities held for investment and securities available for sale:

	September 30, 2015		December 31, 2014
	(Dollars in thousands)
Held for investment, at cost (fair value: $8,398 and $8,671, respectively)	$	8,333	$	8,593
Available for sale, at fair value		499,525		516,190
Total	$	507,858	$	524,783

The following table summarizes the amortized cost and estimated fair values of securities held for investment:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
September 30, 2015	(Dollars in thousands)
Mortgage backed securities (1)	$	382	$	30	$	—	$	412
States and political subdivisions		7,951		35		—		7,986
Total	$	8,333	$	65	$	—	$	8,398
December 31, 2014
Mortgage backed securities (1)	$	471	$	34	$	—	$	505
States and political subdivisions		8,122		44		—		8,166
Total	$	8,593	$	78	$	—	$	8,671

The following table summarizes the amortized cost and estimated fair values of securities available for sale:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
September 30, 2015	(Dollars in thousands)
U.S. treasuries	$	279,331	$	1,966	$	—		$	281,297
U.S. federal agencies		133,670		870		(54	)		134,486
Mortgage backed securities (1)		22,587		500		(557	)		22,530
States and political subdivisions		49,815		1,552		(41	)		51,326
Other securities (2)		9,887		197		(198	)		9,886
Total	$	495,290	$	5,085	$	(850	)	$	499,525
December 31, 2014
U.S. treasuries	$	248,767	$	404	$	(178	)	$	248,993
U.S. federal agencies		171,641		983		(175	)		172,449
Mortgage backed securities (1)		26,441		602		(586	)		26,457
States and political subdivisions		51,706		1,716		(49	)		53,373
Other securities (2)		10,798		4,252		(132	)		14,918
Total	$	509,353	$	7,957	$	(1,120	)	$	516,190

(1)

Primarily consists of FHLMC, FNMA, GNMA and mortgage backed securities through U.S. agencies.

(2)

Primarily consists of equity securities.

The unrealized gains decreased in 2015 primarily due to the reclassification of an unrealized gain on one investment of $3.3 million from other comprehensive income to a realized gain by Council Oak Partners, LLC, a wholly-owned subsidiary of the Company. The realized gain is reported as securities transactions within the noninterest income section of the consolidated statement of comprehensive income.

The maturities of securities held for investment and available for sale are summarized in the following table using contractual maturities. Actual maturities may differ from contractual maturities due to obligations that are called or prepaid. For purposes of the maturity table, mortgage-backed securities, which are not due at a single maturity date, have been presented at their contractual maturity.

	September 30, 2015				December 31, 2014
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(Dollars in thousands)
Held for Investment
Contractual maturity of debt securities:
Within one year	$	4,978	$	4,985	$	1,451	$	1,456
After one year but within five years		3,003		3,031		6,603		6,642
After five years but within ten years		316		343		380		396
After ten years		36		39		159		177
Total	$	8,333	$	8,398	$	8,593	$	8,671
Available for Sale
Contractual maturity of debt securities:
Within one year	$	132,557	$	132,794	$	41,772	$	41,870
After one year but within five years		266,217		269,077		350,975		352,044
After five years but within ten years		12,493		13,068		21,990		22,717
After ten years		77,590		78,155		87,252		88,132
Total debt securities		488,857		493,094		501,989		504,763
Equity securities		6,433		6,431		7,364		11,427
Total	$	495,290	$	499,525	$	509,353	$	516,190

The following table is a summary of the Company’s book value of securities that were pledged as collateral for public funds on deposit, repurchase agreements and for other purposes as required or perm itted by law:

	September 30, 2015		December 31, 2014
	(Dollars in thousands)
Book value of pledged securities	$	450,473	$	522,190

(4)	LOANS AND ALLOWANCE FOR LOAN LOSSES

The following is a schedule of loans outstanding by category:

	September 30, 2015					December 31, 2014
	Amount		Percent			Amount		Percent
	(Dollars in thousands)
Commercial and financial:
Commercial and industrial	$	759,935		19.19	%	$	745,106		19.35	%
Oil & gas production and equipment		68,943		1.74			104,940		2.72
Agriculture		112,675		2.84			132,830		3.45
State and political subdivisions:
Taxable		17,674		0.45			20,431		0.53
Tax-exempt		28,855		0.73			20,952		0.54
Real estate:
Construction		382,883		9.67			356,621		9.26
Farmland		163,989		4.14			149,507		3.88
One to four family residences		797,974		20.15			766,362		19.90
Multifamily residential properties		63,016		1.59			66,766		1.73
Commercial		1,250,673		31.59			1,191,477		30.94
Consumer		281,800		7.12			267,179		6.94
Other (not classified above)		31,252		0.79			29,227		0.76
Total loans	$	3,959,669		100.00	%	$	3,851,398		100.00	%

The Company’s loans are mostly to customers within Oklahoma and over 65% of the loans are secured by real estate. Credit risk on loans is managed through limits on amounts loaned to individual borrowers, underwriting standards and loan monitoring procedures. The amounts and types of collateral obtained, if any, to secure loans are based upon the Company’s underwriting standards and management’s credit evaluation. Collateral varies, but may include real estate, equipment, accounts receivable, inventory, livestock and securities. The Company’s interest in collateral is secured through filing mortgages and liens, and in some cases, by possession of the collateral.

Accounting policies related to appraisals, nonaccruals and charge-offs are disclosed in Note (1) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Nonperforming and Restructured Assets

The following is a summary of nonperforming and restructured assets:

	September 30,		December 31,
	2015		2014
	(Dollars in thousands)
Past due 90 days or more and still accruing	$	2,061	$	1,135
Nonaccrual		30,321		16,410
Restructured		15,386		16,515
Total nonperforming and restructured loans		47,768		34,060
Other real estate owned and repossessed assets		7,863		8,079
Total nonperforming and restructured assets	$	55,631	$	42,139

Nonaccrual loans, accruing loans past due 90 days or more, and restructured loans are shown in the table above. Had nonaccrual loans performed in accordance with their original contractual terms, the Company would have recognized additional interest income of approximately $1.5 million for the nine months ended September 30, 2015 and approximately $839,000 for the nine months ended September 30, 2014.

Restructured loans consisted primarily of one relationship restructured to defer principal payments. The relationship was evaluated by management and determined to be well collateralized. Additionally, none of the concessions granted involved a principal reduction or a change from the current market rate of interest. The collateral value is monitored periodically to evaluate possible impairment. The Company charges interest on principal balances outstanding during deferral periods. As a result, the current and future financial effects of the recorde d balance of loans considered to be restructured were not considered to be material.

Loans are segregated into classes based upon the nature of the collateral and the borrower. These classes are used to estimate the credit risk component in the allowance for loan losses.

The following table is a summary of amounts included in nonaccrual loans, segregated by class of loans. Residential real estate refers to one-to-four family real estate.

	September 30, 2015		December 31, 2014
	(Dollars in thousands)
Real estate:
Non-residential real estate owner occupied	$	183	$	296
Non-residential real estate other		4,878		5,126
Residential real estate permanent mortgage		517		681
Residential real estate all other		1,222		1,796
Commercial and financial:
Non-consumer non-real estate		13,458		1,556
Consumer non-real estate		198		250
Other loans		5,761		1,659
Acquired loans		4,104		5,046
Total	$	30,321	$	16,410

The following table presents an age analysis of past due loans, segregated by class of loans:

	Age Analysis of Past Due Loans
	30-59 Days Past Due		60-89 Days Past Due		90 Days and Greater		Total Past Due Loans		Current Loans		Total Loans		Accruing Loans 90 Days or More Past Due
	(Dollars in thousands)
As of September 30, 2015
Real estate:
Non-residential real estate owner occupied	$	223	$	391	$	99	$	713	$	492,565	$	493,278	$	99
Non-residential real estate other		2,035		61		1,162		3,258		1,033,981		1,037,239		317
Residential real estate permanent mortgage		1,108		328		1,028		2,464		322,673		325,137		788
Residential real estate all other		1,279		89		967		2,335		660,700		663,035		420
Commercial and financial:
Non-consumer non-real estate		2,690		949		209		3,848		930,554		934,402		22
Consumer non-real estate		1,700		616		297		2,613		265,755		268,368		264
Other loans		562		174		5,211		5,947		155,379		161,326		65
Acquired loans		743		548		1,313		2,604		74,280		76,884		86
Total	$	10,340	$	3,156	$	10,286	$	23,782	$	3,935,887	$	3,959,669	$	2,061
As of December 31, 2014
Real estate:
Non-residential real estate owner occupied	$	635	$	—	$	269	$	904	$	482,731	$	483,635	$	70
Non-residential real estate other		377		317		825		1,519		952,484		954,003		—
Residential real estate permanent mortgage		2,010		758		544		3,312		304,267		307,579		172
Residential real estate all other		1,820		194		1,488		3,502		633,586		637,088		387
Commercial and financial:
Non-consumer non-real estate		841		71		793		1,705		965,002		966,707		24
Consumer non-real estate		1,914		711		330		2,955		244,810		247,765		215
Other loans		1,858		916		741		3,515		149,469		152,984		—
Acquired loans		1,815		997		1,304		4,116		97,521		101,637		267
Total	$	11,270	$	3,964	$	6,294	$	21,528	$	3,829,870	$	3,851,398	$	1,135

Impaired Loans

Loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect the full amount of scheduled principal and interest payments in accordance with the original contractual terms of the loan agreement. If a loan is impaired, a specific valuation allowance may be allocated if necessary so that the loan is reported, net of allowance for loss, at the present value of future cash flows using the loan’s existing rate, or the fair value of collateral if repayment is expected solely from the collateral.

The following table presents impaired loans, segregated by class of loans. No material amount of interest income was recognized on impaired loans subsequent to their classification as impaired.

	Impaired Loans
	Unpaid Principal Balance		Recorded Investment with Allowance		Related Allowance		Average Recorded Investment
	(Dollars in thousands)
As of September 30, 2015
Real estate:
Non-residential real estate owner occupied	$	495	$	410	$	15	$	374
Non-residential real estate other		22,982		19,906		758		19,969
Residential real estate permanent mortgage		1,676		1,456		68		1,126
Residential real estate all other		2,047		1,806		177		1,892
Commercial and financial:
Non-consumer non-real estate		15,940		13,481		2,555		16,393
Consumer non-real estate		657		636		122		596
Other loans		5,902		5,826		157		5,882
Acquired loans		7,373		4,890		—		5,085
Total	$	57,072	$	48,411	$	3,852	$	51,317

As of December 31, 2014
Real estate:
Non-residential real estate owner occupied	$	521	$	448	$	15	$	453
Non-residential real estate other		23,154		21,164		1,364		21,522
Residential real estate permanent mortgage		1,095		880		85		1,042
Residential real estate all other		2,480		2,270		299		2,273
Commercial and financial:
Non-consumer non-real estate		1,895		1,580		431		1,646
Consumer non-real estate		664		648		138		602
Other loans		2,101		1,659		228		1,512
Acquired loans		10,933		7,708		—		8,082
Total	$	42,843	$	36,357	$	2,560	$	37,132

Credit Risk Monitoring and Loan Grading

The Company considers various factors to monitor the credit risk in the loan portfolio including volume and severity of loan delinquencies, nonaccrual loans, internal grading of loans, historical loan loss experience and economic conditions.

An internal risk grading system is used to indicate the credit risk of loans. The loan grades used by the Company are for internal risk identification purposes and do not directly correlate to regulatory classification categories or any financial reporting definitions.

The general characteristics of the risk grades are disclosed in Note (5) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Th e following table presents internal loan grading by class of loans:

	Internal Loan Grading
	Grade
		1		2		3		4		5	Total
	(Dollars in thousands)
As of September 30, 2015
Real estate:
Non-residential real estate owner occupied	$	408,259	$	78,173	$	6,663	$	183	$	—	$	493,278
Non-residential real estate other		872,939		129,399		30,023		4,878		—		1,037,239
Residential real estate permanent mortgage		288,436		29,520		6,393		788		—		325,137
Residential real estate all other		544,388		106,840		10,200		1,607		—		663,035
Commercial and financial:
Non-consumer non-real estate		775,900		133,200		11,804		13,498		—		934,402
Consumer non-real estate		252,581		13,583		1,690		512		2		268,368
Other loans		153,197		4,696		1,027		2,406		—		161,326
Acquired loans		53,350		10,347		8,727		4,311		149		76,884
Total	$	3,349,050	$	505,758	$	76,527	$	28,183	$	151	$	3,959,669

As of December 31, 2014
Real estate:
Non-residential real estate owner occupied	$	402,706	$	75,555	$	5,008	$	366	$	—	$	483,635
Non-residential real estate other		795,209		133,542		20,126		5,126		—		954,003
Residential real estate permanent mortgage		272,411		27,855		6,369		944		—		307,579
Residential real estate all other		529,555		99,214		6,146		2,173		—		637,088
Commercial and financial:
Non-consumer non-real estate		821,094		117,457		26,550		1,606		—		966,707
Consumer non-real estate		233,424		12,229		1,548		564		—		247,765
Other loans		147,758		4,261		601		173		191		152,984
Acquired loans		46,465		36,951		12,651		5,206		364		101,637
Total	$	3,248,622	$	507,064	$	78,999	$	16,158	$	555	$	3,851,398

Allowance for Loan Losses Methodology

The allowance for loan losses (“ALL”) methodology is disclosed in Note (5) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

The following table details activity in the ALL by class of loans for the period presented. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

	ALL
	Balance at beginning of period		Charge- offs			Recoveries		Net charge-offs			Provisions charged to operations			Balance at end of period
	(Dollars in thousands)
Three Months Ended September 30, 2015
Real estate:
Non-residential real estate owner occupied	$	4,503	$	—		$	—	$	—		$	36		$	4,539
Non-residential real estate other		9,880		(708	)		1		(707	)		814			9,987
Residential real estate permanent mortgage		3,110		(28	)		15		(13	)		(26	)		3,071
Residential real estate all other		6,485		(48	)		4		(44	)		168			6,609
Commercial and financial:
Non-consumer non-real estate		13,713		(2,180	)		38		(2,142	)		86			11,657
Consumer non-real estate		2,499		(152	)		35		(117	)		160			2,542
Other loans		2,431		(20	)		6		(14	)		134			2,551
Acquired loans		—		(38	)		—		(38	)		52			14
Total	$	42,621	$	(3,174	)	$	99	$	(3,075	)	$	1,424		$	40,970

Nine Months Ended September 30, 2015
Real estate:
Non-residential real estate owner occupied	$	4,406	$	(1	)	$	1	$	—		$	133		$	4,539
Non-residential real estate other		9,616		(708	)		2		(706	)		1,077			9,987
Residential real estate permanent mortgage		2,948		(124	)		29		(95	)		218			3,071
Residential real estate all other		6,269		(123	)		13		(110	)		450			6,609
Commercial and financial:
Non-consumer non-real estate		12,771		(2,349	)		76		(2,273	)		1,159			11,657
Consumer non-real estate		2,404		(382	)		90		(292	)		430			2,542
Other loans		2,359		(283	)		15		(268	)		460			2,551
Acquired loans		116		(232	)		28		(204	)		102			14
Total	$	40,889	$	(4,202	)	$	254	$	(3,948	)	$	4,029		$	40,970

	ALL
	Balance at beginning of period		Charge- offs			Recoveries		Net charge-offs			Provisions charged to operations			Balance at end of period
	(Dollars in thousands)
Three Months Ended September 30, 2014
Real estate:
Non-residential real estate owner occupied	$	5,241	$	—		$	20	$	20		$	(798	)	$	4,463
Non-residential real estate other		11,238		(29	)		45		16			(1,784	)		9,470
Residential real estate permanent mortgage		3,310		(12	)		18		6			(464	)		2,852
Residential real estate all other		6,815		(23	)		9		(14	)		(649	)		6,152
Commercial and financial:
Non-consumer non-real estate		11,967		(391	)		21		(370	)		412			12,009
Consumer non-real estate		2,645		(177	)		58		(119	)		(132	)		2,394
Other loans		1,993		(93	)		8		(85	)		219			2,127
Acquired loans		88		(201	)		32		(169	)		81			—
Total	$	43,297	$	(926	)	$	211	$	(715	)	$	(3,115	)	$	39,467

Nine Months Ended September 30, 2014
Real estate:
Non-residential real estate owner occupied	$	4,827	$	(22	)	$	85	$	63		$	(427	)	$	4,463
Non-residential real estate other		11,026		(29	)		48		19			(1,575	)		9,470
Residential real estate permanent mortgage		2,825		(174	)		59		(115	)		142			2,852
Residential real estate all other		6,708		(116	)		23		(93	)		(463	)		6,152
Commercial and financial:
Non-consumer non-real estate		8,977		(522	)		51		(471	)		3,503			12,009
Consumer non-real estate		2,556		(508	)		166		(342	)		180			2,394
Other loans		1,991		(344	)		135		(209	)		345			2,127
Acquired loans		124		(366	)		715		349			(473	)		—
Total	$	39,034	$	(2,081	)	$	1,282	$	(799	)	$	1,232		$	39,467

The following table details the amount of ALL by class of loans for the period presented, detailed on the basis of the impairment methodology used by the Company.

	ALL
	September 30, 2015				December 31, 2014

	Individually evaluated for impairment		Collectively evaluated for impairment		Individually evaluated for impairment		Collectively evaluated for impairment
	(Dollars in thousands)
Real estate:
Non-residential real estate owner occupied.	$	257	$	4,282	$	202	$	4,204
Non-residential real estate other		1,321		8,666		1,518		8,098
Residential real estate permanent mortgage		380		2,691		407		2,541
Residential real estate all other		865		5,744		743		5,526
Commercial and financial:
Non-consumer non-real estate		3,712		7,945		4,671		8,100
Consumer non-real estate		352		2,190		372		2,032
Other loans		52		2,499		214		2,145
Acquired loans		—		14		—		116
Total	$	6,939	$	34,031	$	8,127	$	32,762

The following table details the loans outstanding by class of loans for the period presented, on the basis of the impairment methodology used by the Company.

	Loans
	September 30, 2015						December 31, 2014
	Individually evaluated for impairment		Collectively evaluated for impairment		Loans acquired with deteriorated credit quality		Individually evaluated for impairment		Collectively evaluated for impairment		Loans acquired with deteriorated credit quality
	(Dollars in thousands)
Real estate:
Non-residential real estate owner occupied	$	6,846	$	486,432	$	—	$	5,374	$	478,261	$	—
Non-residential real estate other		34,900		1,002,339		—		25,251		928,752		—
Residential real estate permanent mortgage		7,181		317,956		—		7,313		300,266		—
Residential real estate all other		11,807		651,228		—		8,319		628,769		—
Commercial and financial:
Non-consumer non-real estate		25,302		909,100		—		28,156		938,551		—
Consumer non-real estate		2,199		266,169		—		2,112		245,653		—
Other loans		166		161,160		—		233		152,751		—
Acquired loans		—		63,697		13,187		—		83,416		18,221
Total	$	88,401	$	3,858,081	$	13,187	$	76,758	$	3,756,419	$	18,221

Transfers from Loans

Transfers from loans to other real estate owned and repossessed assets are non-cash transactions, and are not included in the statements of cash flow. Transfers from loans to other real estate owned and repossessed assets during the periods presented, are summarized as follows:

	Nine Months Ended September 30,
	2015		2014
	(Dollars in thousands)
Other real estate owned	$	3,155	$	2,073
Repossessed assets		794		955
Total	$	3,949	$	3,028

(5)	INTANGIBLE ASSETS

The following is a summary of intangible assets:

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(Dollars in thousands)
As of September 30, 2015
Core deposit intangibles	$	13,198	$	(7,074	)	$	6,124
Customer relationship intangibles		5,699		(2,970	)		2,729
Mortgage servicing intangibles		570		(220	)		350
Total	$	19,467	$	(10,264	)	$	9,203
As of December 31, 2014
Core deposit intangibles	$	13,198	$	(6,013	)	$	7,185
Customer relationship intangibles		5,699		(2,699	)		3,000
Mortgage servicing intangibles		643		(193	)		450
Total	$	19,540	$	(8,905	)	$	10,635

The following is a summary of goodwill by business segment:

						Other		Executive,
	Metropolitan		Community			Financial		Operations
	Banks		Banks			Services		& Support		Consolidated
	(Dollars in thousands)

Balance at December 31, 2014	$	8,078	$	30,970		$	5,464	$	450	$	44,962
Impairment		—		(368	)		—		—		(368	)
Balance at September 30, 2015	$	8,078	$	30,602		$	5,464	$	450	$	44,594

In June 2015, the Company recorded an impairment loss of $368,000 after adopting a plan in the second quarter to close a small branch and leave a full-service ATM to serve the community.

Additional information for intangible assets can be found in Note (7) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

(6)	STOCK-BASED COMPENSATION

The Company adopted a nonqualified incentive stock option plan (the “BancFirst ISOP”) in May 1986. The Company amended the BancFirst ISOP to increase the number of shares to be issued under the plan to 3,000,000 shares in May 2013. At September 30, 2015, 29,485 shares were available for future grants. The BancFirst ISOP will terminate on December 31, 2019. The options are exercisable beginning four years from the date of grant at the rate of 25% per year for four years. Options expire at the end of fifteen years from the date of grant. Options outstanding as of September 30, 2015 will become exercisable through the year 2022. The option price must be no less than 100% of the fair value of the stock relating to such option at the date of grant.

In June 1999, the Company adopted the BancFirst Corporation Non-Employee Directors’ Stock Option Plan (the “BancFirst Directors’ Stock Option Plan”). Each non-employee director is granted an option for 10,000 shares. The Company amended the BancFirst Directors’ Stock Option Plan to increase the number of shares to be issued under the plan to 230,000 shares in May 2014. At September 30, 2015, 20,000 shares were available for future grants. The options are exercisable beginning one year from the date of grant at the rate of 25% per year for four years, and expire at the end of fifteen years from the date of grant. Options outstanding as of September 30, 2015 will become exercisable through the year 2018. The option price must be no less than 100% of the fair value of the stock relating to such option at the date of grant.

The Company currently uses newly issued stock to satisfy stock-based exercises, but reserves the right to use treasury stock purchased under the Company’s Stock Repurchase Program (the “SRP”) in the future.

The following table is a summary of the activity under both the BancFirst ISOP and the BancFirst Directors’ Stock Option Plan:

						Wgtd. Avg.
				Wgtd. Avg.		Remaining		Aggregate
				Exercise		Contractual		Intrinsic
	Options			Price		Term		Value
	(Dollars in thousands, except per share data)
Nine Months Ended September 30, 2015
Outstanding at December 31, 2014		1,029,657		$	36.55
Options granted		108,000			59.84
Options exercised		(86,482	)		24.65
Options canceled, forfeited, or expired		(22,500	)		37.14
Outstanding at September 30, 2015		1,028,675			39.98		8.82	$	23,782
Exercisable at September 30, 2015		474,500			32.17	5.28 Yr		$	14,677

The following table has additional information regarding options granted and options exercised under both the BancFirst ISOP and the BancFirst Directors’ Stock Option Plan:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(Dollars in thousands)
Weighted average grant-date fair value per share of options granted	$	11.89	$	12.75	$	11.55	$	12.57
Total intrinsic value of options exercised		1,129		1,560		3,258		3,606
Cash received from options exercised		779		1,605		2,132		3,247
Tax benefit realized from options exercised		437		604		1,260		1,395

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model and is based on certain assumptions including risk-free rate of return, dividend yield, stock price volatility and the expected term. The fair value of each option is expensed over its vesting period.

The following table is a summary of the Company’s recorded stock-based compensation expense:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(Dollars in thousands)
Stock-based compensation expense	$	489	$	448	$	1,243	$	1,224
Tax benefit		189		173		481		473
Stock-based compensation expense, net of tax	$	300	$	275	$	762	$	751

The Company will continue to amortize the remaining fair value of stock options over the remaining vesting period of approximately seven years. The following table shows the remaining fair value of stock options:

	September 30, 2015
	(Dollars in thousands)
Fair value of stock options	$	4,186

The following table shows the assumptions used for computing stock-based compensation expense under the fair value method during the periods presented:

	Nine Months Ended September 30,
	2015	2014
Risk-free interest rate	1.83 to 2.26%	2.50 to 2.54%
Dividend yield	2.00%	2.00%
Stock price volatility	18.23 to 19.65%	18.62 to 18.98%
Expected term	10 Yrs	10 Yrs

The risk-free interest rate is determined by reference to the spot zero-coupon rate for the U.S. Treasury security with a maturity similar to the expected term of the options. The dividend yield is the expected yield for the expected term. The stock price volatility is estimated from the recent historical volatility of the Company’s stock. The expected term is estimated from the historical option exercise experience.

(7)	STOCKHOLDERS’ EQUITY

In November 1999, the Company adopted a Stock Repurchase Program (the “SRP”). The SRP may be used as a means to increase earnings per share and return on equity, to purchase treasury stock for the exercise of stock options or for distributions under the Deferred Stock Compensation Plan, to provide liquidity for optionees to dispose of stock from exercises of their stock options and to provide liquidity for stockholders wishing to sell their stock. All shares repurchased under the SRP have been retired and not held as treasury stock. The timing, price and amount of stock repurchases under the SRP may be determined by management and approved by the Company’s Executive Committee.

The following table is a summary of the shares under the program:

	Nine Months Ended September 30,
	2015		2014
Number of shares repurchased		—		—
Average price of shares repurchased		—		—
Shares remaining to be repurchased		194,723		194,723

The Company and BancFirst are subject to risk-based capital guidelines issued by the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation (“FDIC”). These guidelines are used to evaluate capital adequacy and involve both quantitative and qualitative evaluations of the Company’s and BancFirst’s assets, liabilities and certain off-balance-sheet items calculated under regulatory practices. Failure to meet the minimum capital requirements can initiate certain mandatory or discretionary actions by the regulatory agencies that could have a direct material effect on the Company’s financial statements. Management believes that as of September 30, 2015, the Company and BancFirst met all capital adequacy requirements to which they are subject. The actual and required capital amounts and ratios are shown in the following table:

						Required					To Be Well
						For Capital					Capitalized Under
						Adequacy					Prompt Corrective
	Actual					Purposes					Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in thousands)
As of September 30, 2015:
Total Capital
(to Risk Weighted Assets)-
BancFirst Corporation	$	662,299		15.27	%	$	346,902		8.00	%	N/A		N/A
BancFirst		606,989		14.08	%		344,890		8.00	%	$	431,113		10.00	%
Common Equity Tier 1 Capital
(to Risk Weighted Assets)-
BancFirst Corporation	$	595,329		13.73	%	$	195,133		4.50	%	N/A		N/A
BancFirst		546,019		12.67	%		194,001		4.50	%	$	280,223		6.50	%
Tier 1 Capital
(to Risk Weighted Assets)-
BancFirst Corporation	$	621,329		14.33	%	$	260,177		6.00	%	N/A		N/A
BancFirst		566,019		13.13	%		258,668		6.00	%	$	344,890		8.00	%
Tier 1 Capital
(to Total Assets)-
BancFirst Corporation	$	621,329		9.77	%	$	256,245		4.00	%	N/A		N/A
BancFirst		566,019		8.91	%		255,669		4.00	%	$	319,586		5.00	%

As of September 30, 2015, the most recent notification from the Federal Reserve Bank of Kansas City and the FDIC categorized BancFirst as “well capitalized” under the regulatory framework from prompt corrective action. The Company’s trust preferred securities have continued to be included in Tier 1 capital as the Company’s total assets do not exceed $15 billion. There are no conditions or events since the most recent notifications of BancFirst’s capital category that management believes would materially change its category under capital requirements existing as of the report date.

Basel III Capital Rules

The Basel III Capital Rules were effective for the Company and BancFirst on January 1, 2015 (subject to a 4-year phase-in period).

The Basel III Capital Rules, among other things, (i) introduce a new capital measure called “Common Equity Tier 1” (“CET1”), (ii) specify that Tier 1 capital consist of CET1 and “Additional Tier 1 capital” instruments meeting specified requirements, (iii) define CET1 narrowly by requiring that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital and (iv) expand the scope of the deductions/adjustments as compared to existing regulations.

Implementation of the deductions and other adjustments to CET1 began on January 1, 2015 and will be phased-in over a 4-year period (beginning at 40% on January 1, 2015 and an additional 20% per year thereafter). Under the new rule, in order to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, a banking organization must hold a capital conservation buffer composed of CET1 capital above its minimum risk-based capital

requirements. The implementation of the capital conservation buffer will begin on January 1, 2016 at the 0.625% level and be phased in over a four-year period (increasing by that amount on each subsequent Jan uary 1, until it reaches 2.5% on January 1, 2019) .

Management believes that, as of September 30, 2015, the Company and BancFirst would meet all capital adequacy requirements under the Basel III Capital Rules on a fully phased-in basis as if such requirements were currently in effect.

(8)	NET INCOME PER COMMON SHARE

Basic and diluted net income per common share are calculated as follows:

	Income (Numerator)		Shares (Denominator)		Per Share Amount
	(Dollars in thousands, except per share data)
Three Months Ended September 30, 2015
Basic
Income available to common stockholders	$	15,630		15,581,593	$	1.01
Effect of stock options		—		324,531
Diluted
Income available to common stockholders plus assumed exercises of stock options	$	15,630		15,906,124	$	0.98
Three Months Ended September 30, 2014
Basic
Income available to common stockholders	$	18,793		15,425,920	$	1.22
Effect of stock options		—		369,923
Diluted
Income available to common stockholders plus assumed exercises of stock options	$	18,793		15,795,843	$	1.19
Nine Months Ended September 30, 2015
Basic
Income available to common stockholders	$	50,442		15,542,027	$	3.25
Effect of stock options		—		329,964
Diluted
Income available to common stockholders plus assumed exercises of stock options	$	50,442		15,871,991	$	3.18
Nine Months Ended September 30, 2014
Basic
Income available to common stockholders	$	48,138		15,412,611	$	3.12
Effect of stock options		—		361,686
Diluted
Income available to common stockholders plus assumed exercises of stock options	$	48,138		15,774,297	$	3.05

The following table shows the number and average exercise price of options that were excluded from the computation of diluted net income per common share for each period because the options’ exercise prices were greater than the average market price of the common shares:

	Shares		Average Exercise Price
Three Months Ended September 30, 2015		145,261	$	60.51
Three Months Ended September 30, 2014		76,413		56.23
Nine Months Ended September 30, 2015		165,927	$	58.33
Nine Months Ended September 30, 2014		63,645		55.35

(9)	FAIR VALUE MEASUREMENTS

Accounting standards define fair value as the price that would be received to sell an asset or the price paid to transfer a liability in the principal or most advantageous market available to the entity in an orderly transaction between market participants on the measurement date.

FASB ASC Topic 820 establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

Level 1 Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset and liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. This category includes certain impaired loans, foreclosed assets, other real estate, goodwill and other intangible assets.

Financial Assets and Financial Liabilities Measured at Fair Value on a Recurring Basis

A description of the valuation methodologies and key inputs used to measure financial assets and financial liabilities at fair value on a recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to the following categories of the Company’s financial assets and financial liabilities.

Securities Available for Sale

Securities classified as available for sale are reported at fair value. U.S. Treasuries are valued using Level 1 inputs. Other securities available for sale including U.S. federal agencies, registered mortgage backed securities and state and political subdivisions are valued using prices from an independent pricing service utilizing Level 2 data. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. The Company also invests in private label mortgage backed securities and equity securities classified as available for sale for which observable information is not readily available. These securities are reported at fair value utilizing Level 3 inputs. For these securities, management determines the fair value based on replacement cost, the income approach or information provided by outside consultants or lead investors.

The Company reviews the prices for Level 1 and Level 2 securities supplied by the independent pricing service for reasonableness and to ensure such prices are aligned with traditional pricing matrices. In general, the Company does not purchase investment portfolio securities that are esoteric or that have complicated structures. The Company’s entire portfolio consists of traditional investments including U.S. Treasury obligations, federal agency mortgage pass-through securities, general obligation municipal bonds and a small amount of municipal revenue bonds. Pricing for such instruments is fairly generic and is easily obtained. For in-state bond issues that have relatively low issue sizes and liquidity, the Company utilizes the same parameters for pricing mentioned in the preceding paragraph adjusted for the specific issue. From time to time, the Company will validate, on a sample basis, prices supplied by the independent pricing service by comparison to prices obtained from third party sources.

Derivatives

Derivatives are reported at fair value utilizing Level 2 inputs. The Company obtains dealer and market quotations to value its oil and gas swaps and options. The Company utilizes dealer quotes and observable market data inputs to substantiate internal valuation models.

Loans Held For Sale

The Company originates mortgage loans to be sold. At the time of origination, the acquiring bank has already been determined and the terms of the loan, including interest rate, have already been set by the acquiring bank, allowing the Company to originate the loan at fair value. Mortgage loans are generally sold within 30 days of origination. Loans held for sale are valued using Level 2 inputs. Gains or losses recognized upon the sale of the loans are determined on a specific identification basis.

Mortgage Servicing Intangibles

The Company acquired mortgage servicing intangibles with the acquisition of 1 ^st Bank Oklahoma on July 12, 2011. Mortgage Servicing Intangibles are amortized based on current prepayment assumptions and are adjusted to fair value semi-annually, if impaired. Fair value is estimated based on the present value of future cash flows over several interest rate scenarios, which are then discounted at risk-adjusted rates. The Company considers portfolio characteristics, contractually specified servicing fees, prepayment assumptions, delinquency rates, late charges, other ancillary revenue, costs to service and other economic factors. When available, fair value estimates and assumptions are compared to observable market data and the recent market activity and actual portfolio experience.

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of the periods presented, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
	(Dollars in thousands)
September 30, 2015
Securities available for sale:
U.S. Treasury	$	281,297	$	—	$	—	$	281,297
U.S. federal agencies		—		134,486		—		134,486
Mortgage-backed securities		—		7,073		15,457		22,530
States and political subdivisions		—		51,326		—		51,326
Other securities		—		3,455		6,431		9,886
Derivative assets		—		2,357		—		2,357
Derivative liabilities		—		1,335		—		1,335
Loans held for sale		—		12,406		—		12,406
Mortgage servicing intangibles		—		—		350		350

December 31, 2014
Securities available for sale:
U.S. Treasury	$	248,993	$	—	$	—	$	248,993
U.S. federal agencies		—		172,449		—		172,449
Mortgage-backed securities		—		9,425		17,032		26,457
States and political subdivisions		—		53,373		—		53,373
Other securities		—		3,491		11,427		14,918
Derivative assets		—		6,124		—		6,124
Derivative liabilities		—		4,756		—		4,756
Loans held for sale		—		9,433		—		9,433
Mortgage servicing intangibles		—		—		450		450

The changes in Level 3 assets measured at estimated fair value on a recurring basis during the periods presented were as follows:

	Nine Months Ended September 30
	2015			2014
	(Dollars in thousands)
Balance at the beginning of the year	$	28,909		$	32,002
Purchases, issuances and settlements		(1,070	)		(1,518	)
Sales		(8,593	)		(813	)
Gains included in earnings		7,021			673
Total unrealized (losses) gains		(4,029	)		156
Balance at the end of the period	$	22,238		$	30,500

The Company’s policy is to recognize transfers in and transfers out of Levels 1, 2 and 3 as of the end of the reporting period. During the nine months ended September 30, 2015 and 2014, the Company did not transfer any securities between levels in the fair value hierarchy.

Financial Assets and Financial Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). These financial assets and financial liabilities are reported at fair value utilizing Level 3 inputs.

Impaired loans are reported at the fair value of the underlying collateral if repayment is dependent on liquidation of the collateral. In no case does the fair value of an impaired loan exceed the fair value of the underlying collateral. The impaired loans are adjusted to fair value through a specific allocation of the allowance for loan losses or a direct charge-down of the loan.

Foreclosed assets, upon initial recognition, are measured and adjusted to fair value through a charge-off to the allowance for possible loan losses based upon the fair value of the foreclosed asset.

Other real estate owned is revalued at fair value subsequent to initial recognition, with any losses recognized in net expense from other real estate owned.

The following table summarizes assets measured at fair value on a nonrecurring basis and the related losses recognized during the period:

	Total Fair Value Level 3		Losses
	(Dollars in thousands)
As of and for the Year-to-date Period Ended September 30, 2015
Impaired loans (less specific allowance)	$	44,559	$	—
Foreclosed assets		213		—
Other real estate owned		7,650		30

As of and for the Year-to-date Period Ended December 31, 2014
Impaired loans (less specific allowance)	$	33,797	$	—
Foreclosed assets		220		—
Other real estate owned		7,859		730

Estimated Fair Value of Financial Instruments

The Company is required under current authoritative accounting guidance to disclose the estimated fair value of their financial instruments that are not recorded at fair value. For the Company, as for most financial institutions, substantially all of its assets and liabilities are considered financial instruments. A financial instrument is defined as cash, evidence of an ownership interest in an entity or a contract that creates a contractual obligation or right to deliver or receive cash or another financial instrument from a second entity. The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

Cash and Cash Equivalents Include: Cash and Due from Banks and Interest-Bearing Deposits

The carrying amount of these short-term instruments is a reasonable estimate of fair value.

Securities Held for Investment

For securities held for investment, which are generally traded in secondary markets, fair values are based on quoted market prices or dealer quotes, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities making adjustments for credit or liquidity if applicable.

Loans

For certain homogeneous categories of loans, such as some residential mortgages, fair values are estimated using the quoted market prices for securities backed by similar loans, adjusted for differences in loan characteristics. The fair values of other types of loans are estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

Deposits

The fair values of transaction and savings accounts are the amounts payable on demand at the reporting date. The fair values of fixed-maturity certificates of deposit are estimated using the rates currently offered for deposits of similar remaining maturities.

Short-term Borrowings

The amounts payable on these short-term instruments are reasonable estimates of fair value.

Junior Subordinated Debentures

The fair values of junior subordinated debentures are estimated using the rates that would be charged for junior subordinated debentures of similar remaining maturities.

Loan Commitments and Letters of Credit

The fair values of commitments are estimated using the fees currently charged to enter into similar agreements, taking into account the terms of the agreements. The fair values of letters of credit are based on fees currently charged for similar agreements.

The estimated fair values of the Company’s financial instruments that are reported at amortized cost in the Company’s consolidated balance sheets, segregated by the level of valuation inputs within the fair value hierarchy utilized to measure fair value, are as follows:

	September 30,				December 31,
	2015				2014
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(Dollars in thousands)
FINANCIAL ASSETS
Level 2 inputs:
Cash and cash equivalents	$	1,655,061	$	1,655,061	$	1,913,895	$	1,913,895
Securities held for investment		8,333		8,398		8,593		8,671
Level 3 inputs:
Loans, net of allowance for loan losses		3,918,699		3,965,439		3,810,509		3,847,791
FINANCIAL LIABILITIES
Level 2 inputs:
Deposits		5,698,591		5,750,163		5,904,704		5,945,502
Short-term borrowings		3,777		3,777		3,982		3,982
Junior subordinated debentures		26,804		28,123		26,804		31,200
OFF-BALANCE SHEET FINANCIAL INSTRUMENTS
Loan commitments				1,708				1,640
Letters of credit				475				478

Non-financial Assets and Non-financial Liabilities Measured at Fair Value

The Company has no non-financial assets or non-financial liabilities measured at fair value on a recurring basis. Certain non-financial assets and non-financial liabilities measured at fair value on a nonrecurring basis include intangible assets (excluding mortgage service rights, which are valued semi-annually) and other non-financial long-lived assets measured at fair value and adjusted for impairment. These items are evaluated at least annually for impairment. The overall levels of non-financial assets and non-financial liabilities measured at fair value on a nonrecurring basis were not considered to be significant to the Company at September 30, 2015 or December 31, 2014.

(10)	DERIVATIVE FINANCIAL INSTRUMENTS

The Company enters into oil and gas swaps and options contracts to accommodate the business needs of its customers. Upon the origination of an oil or gas swap or option contract with a customer, the Company simultaneously enters into an offsetting contract with a counterparty to mitigate the exposure to fluctuations in oil and gas prices. These derivatives are not designated as hedged instruments and are recorded on the Company’s consolidated balance sheet at fair value.

The Company utilizes dealer quotations and observable market data inputs to substantiate internal valuation models. The notional amounts and estimated fair values of oil and gas derivative positions outstanding are presented in the following table:

		September 30, 2015						December 31, 2014
Oil and Natural Gas Swaps and Options	Notional Units	Notional Amount			Estimated Fair Value			Notional Amount			Estimated Fair Value
		(Notional amounts and dollars in thousands)
Oil
Derivative assets	Barrels		55		$	1,197			312		$	4,629
Derivative liabilities	Barrels		(55	)		(971	)		(312	)		(4,271	)

Natural Gas
Derivative assets	MMBTUs		3,790			1,160			2,010			1,495
Derivative liabilities	MMBTUs		(3,790	)		(364	)		(2,010	)		(485	)

Total Fair Value	Included in
Derivative assets	Other assets					2,357						6,124
Derivative liabilities	Other liabilities					(1,335	)					(4,756	)

The following table is a summary of the Company’s recognized income related to the activity, which was included in other noninterest income:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(Dollars in thousands)
Derivative income	$	78	$	72	$	270	$	370

The Company’s credit exposure on oil and gas swaps and options varies based on the current market prices of oil and natural gas. Other than credit risk, changes in the fair value of customer positions will be offset by equal and opposite changes in the counterparty positions. The net positive fair value of the contracts is the profit derived from the activity and is unaffected by market price movements. The Company’s share of total profit is approximately 35%.

Customer credit exposure is managed by strict position limits and is primarily offset by first liens on production while the remainder is offset by cash. Counterparty credit exposure is managed by selecting highly rated counterparties (rated A- or better by Standard and Poor’s) and monitoring market information.

The following table is a summary of the Company’s net credit exposure relating to oil and gas swaps and options with bank counterparties:

	September 30, 2015		December 31, 2014
	(Dollars in thousands)
Credit exposure	$	1,493	$	4,028

Balance Sheet Offsetting

Derivatives may be eligible for offset in the consolidated balance sheet and/or subject to master netting arrangements. The Company’s derivative transactions with upstream financial institution counterparties and bank customers are generally executed under International Swaps and Derivative Association (“ISDA”) master agreements which include “right of set-off” provisions. In such cases there is generally a legally enforceable right to offset recognized amounts and there may be an intention to settle such amounts on a net basis. Nonetheless, the Company does not generally offset such financial instruments for financial reporting purposes.

(11)	SEGMENT INFORMATION

The Company evaluates its performance with an internal profitability measurement system that measures the profitability of its business units on a pre-tax basis. The four principal business units are metropolitan banks, community banks, other financial services and executive, operations and support. Metropolitan and community banks offer traditional banking products such as commercial and retail lending and a full line of deposit accounts. Metropolitan banks consist of banking locations in the metropolitan Oklahoma City and Tulsa areas. Community banks consist of banking locations in communities throughout Oklahoma. Other financial services are specialty product business units including guaranteed small business lending, residential mortgage lending, trust services, securities brokerage, electronic banking and insurance. The executive, operations and support groups represent executive management, operational support and corporate functions that are not allocated to the other business units.

The results of operations and selected financial information for the four business units are as follows:

	Metropolitan Banks		Community Banks		Other Financial Services		Executive, Operations & Support			Eliminations			Consolidated
	(Dollars in thousands)
Three Months Ended September 30, 2015
Net interest income (expense)	$	15,221	$	30,429	$	1,638	$	(412	)	$	—		$	46,876
Noninterest income		3,755		13,427		7,507		17,250			(16,615	)		25,324
Income before taxes		9,463		18,693		3,098		9,616			(16,446	)		24,424

Three Months Ended September 30, 2014
Net interest income (expense)	$	15,267	$	30,076	$	1,594	$	(423	)	$	—		$	46,514
Noninterest income		3,417		13,163		7,722		20,105			(19,469	)		24,938
Income before taxes		10,640		21,377		3,002		11,893			(19,287	)		27,625

Nine Months Ended September 30, 2015
Net interest income (expense)	$	45,946	$	88,928	$	5,156	$	(1,313	)	$	—		$	138,717
Noninterest income		10,745		38,743		27,621		55,868			(53,642	)		79,335
Income before taxes		29,152		52,500		15,015		34,024			(53,372	)		77,319

Nine Months Ended September 30, 2014
Net interest income (expense)	$	44,426	$	86,272	$	4,538	$	(1,204	)	$	—		$	134,032
Noninterest income		10,293		38,402		21,107		51,979			(49,670	)		72,111
Income before taxes		25,914		54,146		8,360		29,252			(49,396	)		68,276

Total Assets:
September 30, 2015	$	2,220,378	$	4,081,832	$	124,713	$	685,359		$	(706,186	)	$	6,406,096
December 31, 2014		2,298,828		4,113,783		145,814		679,194			(662,647	)		6,574,972

The financial information for each business unit is presented on the basis used internally by management to evaluate performance and allocate resources. The Company utilizes a transfer pricing system to allocate the benefit or cost of funds provided or used by the various business units. Certain services provided by the support group to other business units, such as item processing, are allocated at rates approximating the cost of providing the services. Eliminations are adjustments to consolidate the business units and companies. Capital expenditures are generally charged to the business unit using the asset.

(12) SUBSEQUENT EVENT

On October 8, 2015, the Company completed its acquisition of CSB Bancshares Inc. and its subsidiary bank, Bank of Commerce, with locations in Yukon, Mustang, and El Reno, Oklahoma. Bank of Commerce has approximately $196 million in total assets, $148 million in loans, $170 million in deposits, and $22 million in equity capital. The acquisition was accounted for under the acquisition method and the Company acquired 100% of the voting interest. The bank will operate under its present name until it is merged into BancFirst, which is expected to be during the fourth quarter of 2015. The acquisition will not have a material effect on the Company’s consolidated financial statements. The acquisition of CSB Bancshares Inc. and its subsidiary bank, Bank of Commerce will complement our community banking strategy by adding two communities to our banking network throughout Oklahoma.

Subsequent to September 30, 2015, the Company recorded a gain on sale of securities of $2.1 million, related to warrants associated with a loan transaction, which will be included in fourth quarter earnings.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis presents factors that the Company believes are relevant to an assessment and understanding of the Company’s consolidated financial position and results of operations. This discussion and analysis should be read in conjunction with the Company’s December 31, 2014 consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 and the Company’s consolidated financial statements and the related Notes included in Item 1.

FORWARD LOOKING STATEMENTS

The Company may make forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 with respect to earnings, credit quality, corporate objectives, interest rates and other financial and business matters. Forward-looking statements include estimates and give management’s current expectations or forecasts of future events. The Company cautions readers that these forward-looking statements are subject to numerous assumptions, risks and uncertainties, including economic conditions; the performance of financial markets and interest rates; legislative and regulatory actions and reforms; competition; as well as other factors, all of which change over time. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statements of plans, objectives and expectations, including those relating to products or services; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as “believes”, “anticipates”, “expects”, “intends”, “targeted”, “continue”, “remain”, “will”, “should”, “may” and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

Local, regional, national and international economic conditions and the impact they may have on the Company and its customers and the Company’s assessment of that impact.

Changes in the mix of loan geographies, sectors and types or the level of non-performing assets and charge-offs.

Changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements.

Inflation, interest rate, crude oil price, securities market and monetary fluctuations.

The effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which the Company must comply.

Impairment of the Company’s goodwill or other intangible assets.

Changes in consumer spending, borrowing and savings habits.

Changes in the financial performance and/or condition of the Company’s borrowers.

Technological changes.

Acquisitions and integration of acquired businesses.

The effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters.

The Company’s success at managing the risks involved in the foregoing items.

Actual results may differ materially from forward-looking statements.

SUMMARY

BancFirst Corporation’s net income was $15.6 million, or $0.98 diluted earnings per share, for the third quarter of 2015, compared to net income of $18.8 million, or $1.19 diluted earnings per share, for the third quarter of 2014. Net income was $50.4 million, or $3.18 diluted earnings per share for the nine months ended September 30, 2015, compared to $48.1 million, or $3.05 diluted earnings per share, for the nine months ended September 30, 2014.

The Company’s net interest income for the third quarter of 2015 increased to $46.9 million, compared to $46.5 million for the third quarter of 2014. The net interest margin for the quarter was 3.12%, compared to 3.13% a year ago. The Company’s provision for loan losses for the third quarter of 2015 was $1.4 million, compared to negative $3.1 million a year ago. The negative provision in 2014 was due to a release of $5.31 million of loan loss reserves, partially offset by a $1.36 million increase in the specific loss reserves for existing adversely classified loans. Net charge-offs for the quarter were 0.08% of average loans, compared to net charge-offs of 0.02% for the third quarter of 2014. Noninterest income for the quarter totaled $25.3 million, compared to $24.9 million last year. Noninterest expense for the quarter totaled $46.4 million, compared to $46.9 million last year. The Company’s effective tax rate increased to 36.0% compared to 32.0% for the third quarter of 2014, due primarily to tax credits that lowered the effective tax rate in 2014.

At September 30, 2015, the Company’s total assets were $6.4 billion, down $168.9 million or 2.6% from December 31, 2014. Securities decreased $16.9 million to a total of $507.9 million. Loans totaled $4.0 billion, up $111.2 million or 2.9% from December 31, 2014. Deposits totaled $5.7 billion, down $206.1 million or 3.5% from December 31, 2014. The Company’s total stockholders’ equity was $646.1 million, an increase of $36.7 million, or 6.0%, over December 31, 2014.

Asset quality remained strong during the third quarter of 2015. Nonperforming and restructured assets were 0.87% of total assets at September 30, 2015 compared to 0.64% at December 31, 2014. During the second quarter the Company’s nonaccrual loans increased due to the downgrade of a single commercial loan. The allowance to total loans was 1.03%, compared to 1.06% at year-end 2014.

Subsequent to September 30, 2015, the Company recorded a gain on sale of securities of $2.1 million, related to a previously restructured loan, which will be included in fourth quarter earnings.

On October 8, 2015, the Company completed the acquisition of CSB Bancshares, Inc. and its subsidiary bank, Bank of Commerce, with locations in Yukon, Mustang, and El Reno, Oklahoma. Bank of Commerce has approximately $196 million in total assets, $148 million in loans, $170 million in deposits, and $22 million in equity capital. The bank will operate under its present name until it is merged into BancFirst, which is expected to be during the fourth quarter of 2015.

Oil prices continued to be low during the third quarter of 2015, which had an impact on loan demand. Any continued impact from low oil prices on Oklahoma’s economy will become more apparent in future periods.

FUTURE APPLICATION OF ACCOUNTING STANDARDS

See Note (1) of the Notes to Consolidated Financial Statements for a discussion of recently issued accounting pronouncements.

SEGMENT INFORMATION

See Note (11) of the Notes to Consolidated Financial Statements for disclosures regarding business segments.

RESULTS OF OPERATIONS

Selected income statement data and other selected data for the comparable periods were as follows:

BANCFIRST CORPORATION

SELECTED CONSOLIDATED FINANCIAL DATA

(Unaudited)

(Dollars in thousands, except per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Income Statement Data
Net interest income	$	46,876		$	46,514		$	138,717		$	134,032
Provision for loan losses		1,424			(3,115	)		4,029			1,232
Securities transactions		—			284			7,121			819
Total noninterest income		25,324			24,938			79,335			72,111
Salaries and employee benefits		28,746			28,153			84,145			81,569
Total noninterest expense		46,352			46,942			136,704			136,635
Net income		15,630			18,793			50,442			48,138
Per Common Share Data
Net income – basic	$	1.01		$	1.22		$	3.25		$	3.12
Net income – diluted		0.98			1.19			3.18			3.05
Cash dividends		0.36			0.34			1.04			0.96
Performance Data
Return on average assets		0.97	%		1.17	%		1.04	%		1.02	%
Return on average stockholders’ equity		9.64			12.63			10.68			11.14
Cash dividend payout ratio		35.53			27.91			32.04			30.74
Net interest spread		2.98			2.99			2.95			2.93
Net interest margin		3.12			3.13			3.09			3.07
Efficiency ratio		64.20			65.70			62.69			66.28
Net charge-offs to average loans		0.08			0.02			0.10			0.02

Net Interest Income

For the three months ended September 30, 2015, net interest income, which is the Company’s principal source of operating revenue, increased to $46.9 million compared to $46.5 million for the three months ended September 30, 2014, due to higher volume of earning assets. Net interest margin is the ratio of taxable-equivalent net interest income to average earning assets for the period. The Company’s net interest margin for the quarter was 3.12% compared to 3.13% a year ago. If interest rates and/or loan volume do not increase, management would expect its net interest margin to continue to compress in 2015 as higher yielding loans and securities mature and are replaced at current market rates.

Net interest income for the nine months ended September 30, 2015 was $138.7 million compared to $134.0 million for the nine months ended September 30, 2014. The net interest margin for the year-to-date increased slightly compared to the same period of the previous year, as shown in the preceding table.

Provision for Loan Losses

The Company’s provision for loan loss for the third quarter of 2015 increased to $1.4 million compared to negative $3.1 million a year ago. The negative provision in 2014 was due to a release of $5.31 million of loan loss reserves, partially offset by a $1.36 million increase in the specific loss reserves for existing adversely classified loans. The Company establishes an allowance as an estimate of the probable inherent losses in the loan portfolio at the balance sheet date. Management believes the allowance for loan losses is appropriate based upon management’s best estimate of probable losses that have been incurred within the existing loan portfolio. Should any of the factors considered by management in evaluating the appropriate level of the allowance for loan losses change, the Company’s estimate of probable loan losses could also change, which could affect the amount of future provisions for loan losses. Net loan charge-offs were $3.1 million for the third quarter of 2015, compared to net charge-offs of $715,000 for the third quarter of 2014. Net charge-offs increased in 2015 due to a $2.1 million charge off on a portion of a nonaccrual loan. The rate of net charge-offs to average total loans, as presented in the preceding table, continues to be at a very low level.

For the nine months ended September 30, 201 5 , the Company’s provision for loan losses was $ 4 . 0 million, compared to $ 1 . 2 million for the nine months ended September 30, 201 4 . Net loan charge-off s were $ 3.9 million , compared to $ 799 ,000 for the same period of the prior year.

Noninterest Income

Noninterest income totaled $25.3 million for the third quarter of 2015 compared to $24.9 million for the third quarter of 2014. The Company had fees from debit card usage totaling $5.7 million and $5.8 million during the three month periods ended September 30, 2015 and 2014, respectively.

Noninterest income for the nine months ended September 30, 2015 totaled $79.3 million compared to $72.1 million for the nine months ended September 30, 2014. Noninterest income increased due to the Company recording a gain from the sale of an investment by the Company’s wholly-owned subsidiary Council Oak Partners, LLC, of approximately $5.3 million and a $1.7 million gain on the sale of an investment by Council Oak Investment Corporation, a wholly-owned subsidiary of BancFirst. Fees from debit card usage totaled $17.0 million and $16.9 million during the nine months ended September 30, 2015 and 2014, respectively.

Noninterest Expense

For the three months ended September 30, 2015, noninterest expense totaled $46.4 million, compared to $46.9 million for the three months ended September 30, 2014.

For the nine months ended September 30, 2015, noninterest expense totaled $136.7 million compared to $136.6 million for the nine months ended September 30, 2014. Annual salary increases in 2015 were offset by a reduction of the amortization on historic tax credits realized in 2014. In addition, the Company recorded an impairment loss of $368,000, which is included in noninterest expense, after adopting a plan in the second quarter of 2015 to close a small branch and leave a full service ATM to serve the community.

Income Taxes

The Company’s effective tax rate on income before taxes increased to 36.0% for the third quarter of 2015, compared to 32.0% for the third quarter of 2014, due primarily to tax credits that lowered the effective tax rate in 2014.

The Company’s effective tax rate on income before taxes was 34.8% for the first nine months of 2015, compared to 29.5% for the first nine months of 2014 due primarily to tax credits that lowered the effective tax rate in 2014 and the recognition of state deferred tax benefits in 2014.

FINANCIAL POSITION

BANCFIRST CORPORATION

SELECTED CONSOLIDATED FINANCIAL DATA

(Dollars in thousands, except per share data)

	September 30,			December 31,
	2015			2014
	(unaudited)
Balance Sheet Data
Total assets	$	6,406,096		$	6,574,972
Total loans		3,959,669			3,851,398
Allowance for loan losses		40,970			40,889
Securities		507,858			524,783
Deposits		5,698,591			5,904,704
Stockholders' equity		646,061			609,314
Book value per share		41.44			39.30
Tangible book value per share		37.99			35.71
Average loans to deposits (year-to-date)		66.56	%		63.64	%
Average earning assets to total assets (year-to-date)		93.08			92.71
Average stockholders’ equity to average assets (year-to-date)		9.73			9.19
Asset Quality Ratios
Nonperforming and restructured loans to total loans		1.20	%		0.88	%
Nonperforming and restructured assets to total assets		0.87			0.64
Allowance for loan losses to total loans		1.03			1.06
Allowance for loan losses to nonperforming and restructured loans		85.77			120.05

Cash and Interest-Bearing Deposits with Banks

The aggregate of cash and due from banks and interest-bearing deposits with banks as of September 30, 2015 totaled $1.7 billion, compared to $1.9 billion at December 31, 2014.

Securities

At September 30, 2015, total securities decreased $16.9 million compared to December 31, 2014. The size of the Company’s securities portfolio is determined by the Company’s liquidity and asset/liability management. The net unrealized gain on securities available for sale, before taxes, was $4.2 million at September 30, 2015, compared to an unrealized gain of $6.8 million at December 31, 2014. These unrealized gains are included in the Company’s stockholders’ equity as accumulated other comprehensive income, net of income tax, in the amounts of $2.6 million and $4.2 million, respectively. The unrealized gains decreased in 2015 primarily due to the reclassification of an unrealized gain on one investment of $3.3 million from other comprehensive income to realized gain by Council Oak Partners, LLC, a wholly-owned subsidiary of the Company. The realized gain is reported as securities transactions within the noninterest income section of the consolidated statement of comprehensive income.

Loans (Including Acquired Loans)

At September 30, 2015, loans totaled $4.0 billion, up $111.2 million or 2.9% from December 31, 2014. The growth in loans was largely driven by commercial real estate, which was up $59.2 million or 5% from December 31, 2014.

Allowance for Loan Losses/Fair Value Adjustments on Acquired Loans

At September 30, 2015, the allowance for loan losses to total loans represented 1.03% of total loans, compared to 1.06% at December 31, 2014. The decrease in the allowance for loan losses to total loans primarily resulted from an increase in charge offs during the period and loan growth.

The fai r value adjustment on acquired loans consists of an interest rate component to adjust the effective rates on the loans to market rates and a credit component to adjust for estimated credit exposures in the acquired loans. The credit co mponent of the adjust ment was $3 . 1 million at September 30, 2015 and $4.3 million at December 31, 2014 while the acquired loans outstanding were $ 76.9 million and $101.7 million, respectively. The decrease in the credit component in 2015 was due to loan payoffs and accretion .

Nonperforming and Restructured Assets

Nonperforming and restructured assets totaled $55.6 million at September 30, 2015, compared to $42.1 million at December 31, 2014. The Company’s level of nonperforming and restructured assets has continued to be relatively low.

Nonaccrual loans totaled $30.3 million at September 30, 2015, compared to $16.4 million at the end of 2014. The Company’s nonaccrual loans are primarily commercial and real estate loans. Nonaccrual loans negatively impact the Company’s net interest margin. A loan is placed on nonaccrual status when, in the opinion of management, the future collectability of interest or principal or both is in serious doubt. Interest income is recognized on certain of these loans on a cash basis if the full collection of the remaining principal balance is reasonably expected. Otherwise, interest income is not recognized until the principal balance is fully collected. Total interest income which was not accrued on nonaccrual loans outstanding, was approximately $1.5 million for the nine months ended September 30, 2015 and $839,000 for the nine months ended September 30, 2014. Only a small amount of this interest is expected to be ultimately collected. During the second quarter of 2015 the Company’s nonaccrual loans increased due to the downgrade of a single commercial loan.

Other real estate owned and repossessed assets totaled $7.9 million at September 30, 2015, compared to $8.1 million at December 31, 2014. Other real estate owned and repossessed assets decreased due to the sale of two properties during the first quarter of 2015, partially offset by an addition in the second quarter.

Potential problem loans are performing loans to borrowers with a weakened financial condition, or which are experiencing unfavorable trends in their financial condition, which causes management to have concerns as to the ability of such borrowers to comply with the existing repayment terms. The Company had approximately $5.4 million of these loans at September 30, 2015, compared to $27.5 million at December 31, 2014. Potential problem loans are not included in nonperforming and restructured loans. In general, these loans are adequately collateralized and have no specific identifiable probable loss. Loans which are considered to have identifiable probable loss potential are placed on nonaccrual status, are allocated a specific allowance for loss or are directly charged-down, and are reported as nonperforming. Potential problem loans decreased due to the downgrade of a single commercial loan that was moved to nonaccrual during the second quarter.

Liquidity and Funding

Deposits

At September 30, 2015, deposits totaled $5.7 billion, a decrease of $206.1 million or 3.5% compared to December 31, 2014. Deposits decreased due to a temporary influx of deposits at year end 2014. The Company’s core deposits provide it with a stable, low-cost funding source. The Company’s core deposits as a percentage of total deposits were 94.2% at September 30, 2015 compared to 94.1% at December 31, 2014. Noninterest-bearing deposits to total deposits were 39.4% at September 30, 2015, compared to 40.8% at December 31, 2014.

Short-Term Borrowings

Short-term borrowings, consisting primarily of federal funds purchased and repurchase agreements are another source of funds for the Company. The level of these borrowings is determined by various factors, including customer demand and the Company’s ability to earn a favorable spread on the funds obtained. Short-term borrowings were $3.8 million at September 30, 2015, compared to $4.0 million at December 31, 2014.

Long-Term Borrowings

The Company has a line of credit from the Federal Home Loan Bank (“FHLB”) of Topeka, Kansas to use for liquidity or to match-fund certain long-term fixed rate loans. The Company’s assets, including residential first mortgages of $649.3 million, are pledged as collateral for the borrowings under the line of credit. As of September 30, 2015 and December 31, 2014, the Company had no advances outstanding.

The Company has a revolving line of credit with a bank of up to $10.0 million. There were no borrowings against the line at September 30, 2015. The line is reviewed annually and is due on demand. Under terms of the line of credit, the Company is required to maintain compliance with specified financial covenants.

There have not been any other material changes from the liquidity and funding discussion included in Management’s Discussion and Analysis in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Capital Resources

Stockholders’ equity totaled $646.1 million at September 30, 2015, compared to $609.3 million at December 31, 2014. In addition to net income of $50.4 million, other changes in stockholders’ equity during the nine months ended September 30, 2015 included $2.8 million related to stock option exercises and $1.2 million related to stock-based compensation that were partially offset by a $1.6 million decrease in other comprehensive income and $16.2 million in dividends. The Company’s leverage ratio and total risk-based capital ratios at September 30, 2015, were well in excess of the regulatory requirements.

See Note (7) of the Notes to Consolidated Financial Statements for a discussion of capital ratio requirements.

CONTRACTUAL OBLIGATIONS

There have not been any material changes in the resources required for scheduled repayments of contractual obligations from the table of Contractual Cash Obligations included in Management’s Discussion and Analysis which was included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

BANCFIRST CORPO RATION

CONSOLIDATED AVERAGE BALANCE SHEETS AND INTEREST MARGIN ANALYSIS

(Unaudited)

Taxable Equivalent Basis (Dollars in thousands)

	Three Months Ended September 30,
	2015								2014
				Interest		Average						Interest		Average
	Average			Income/		Yield/			Average			Income/		Yield/
	Balance			Expense		Rate			Balance			Expense		Rate
ASSETS
Earning assets:
Loans (1)	$	3,885,579		$	47,455		4.85	%	$	3,681,534		$	46,838		5.05	%
Securities – taxable		485,862			1,291		1.05			512,325			1,536		1.19
Securities – tax exempt		43,118			382		3.51			41,334			404		3.88
Interest-bearing deposits w/ banks & FFS		1,570,367			1,009		0.25			1,694,709			1,112		0.26
Total earning assets		5,984,926			50,137		3.32			5,929,902			49,890		3.34
Nonearning assets:
Cash and due from banks		168,607								182,129
Interest receivable and other assets		313,686								316,314
Allowance for loan losses		(42,061	)							(43,332	)
Total nonearning assets		440,232								455,111
Total assets	$	6,425,158							$	6,385,013
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing liabilities:
Transaction deposits	$	701,405		$	181		0.10	%	$	729,948		$	175		0.09	%
Savings deposits		2,019,956			1,155		0.23			2,012,597			1,146		0.23
Time deposits		718,963			1,186		0.65			771,103			1,337		0.69
Short-term borrowings		3,014			1		0.15			12,636			6		0.18
Junior subordinated debentures		26,804			492		7.29			26,804			491		7.27
Total interest-bearing liabilities		3,470,142			3,015		0.34			3,553,088			3,155		0.35
Interest-free funds:
Noninterest-bearing deposits		2,284,207								2,214,894
Interest payable and other liabilities		27,243								26,584
Stockholders’ equity		643,566								590,447
Total interest free funds		2,955,016								2,831,925
Total liabilities and stockholders’ equity	$	6,425,158							$	6,385,013
Net interest income				$	47,122							$	46,735
Net interest spread							2.98	%							2.99	%
Effect of interest free funds							0.14	%							0.14	%
Net interest margin							3.12	%							3.13	%

(1)	Nonaccrual loans are included in the average loan balances and any interest on such nonaccrual loans is recognized on a cash basis.

	Nine Months Ended September 30,
	2015								2014
				Interest		Average						Interest		Average
	Average			Income/		Yield/			Average			Income/		Yield/
	Balance			Expense		Rate			Balance			Expense		Rate
ASSETS
Earning assets:
Loans (1)	$	3,860,299		$	140,107		4.85	%	$	3,589,402		$	135,481		5.05	%
Securities – taxable		493,702			4,148		1.12			509,336			4,343		1.14
Securities – tax exempt		39,912			1,123		3.76			41,137			1,253		4.07
Interest-bearing deposits w/ banks & FFS		1,644,708			3,137		0.25			1,727,436			3,303		0.26
Total earning assets		6,038,621			148,515		3.29			5,867,311			144,380		3.29
Nonearning assets:
Cash and due from banks		175,714								189,030
Interest receivable and other assets		315,074								315,901
Allowance for loan losses		(41,633	)							(41,067	)
Total nonearning assets		449,155								463,864
Total assets	$	6,487,776							$	6,331,175
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing liabilities:
Transaction deposits	$	720,175		$	532		0.10	%	$	766,895		$	580		0.10	%
Savings deposits		2,047,022			3,463		0.23			1,981,904			3,363		0.23
Time deposits		730,717			3,607		0.66			792,202			4,237		0.72
Short-term borrowings		2,671			3		0.15			9,491			13		0.18
Long-term borrowings		—			—		—			2,186			25		1.53
Junior subordinated debentures		26,804			1,474		7.35			26,804			1,474		7.35
Total interest-bearing liabilities		3,527,389			9,079		0.34			3,579,482			9,692		0.36
Interest-free funds:
Noninterest-bearing deposits		2,302,164								2,154,395
Interest payable and other liabilities		26,839								19,325
Stockholders’ equity		631,384								577,973
Total interest free funds		2,960,387								2,751,693
Total liabilities and stockholders’ equity	$	6,487,776							$	6,331,175
Net interest income				$	139,436							$	134,688
Net interest spread							2.95	%							2.93	%
Effect of interest free funds							0.14	%							0.14	%
Net interest margin							3.09	%							3.07	%

(1)	Nonaccrual loans are included in the average loan balances and any interest on such nonaccrual loans is recognized on a cash basis.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no significant changes in the Registrant’s disclosures regarding market risk since December 31, 2014, the date of its most recent annual report to stockholders.

Item 4. Controls and Procedures.

The Company’s Chief Executive Officer, Chief Financial Officer and its Disclosure Committee, which includes the Company’s Chief Risk Officer, Chief Asset Quality Officer, Chief Internal Auditor, Controller, and General Counsel, have evaluated, as of the last day of the period covered by this report, the Company’s disclosure controls and procedures. Based on their evaluation they concluded that the disclosure controls and procedures of the Company are effective to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms.

No changes were made to the Company’s internal control over financial reporting during the period covered by this report that materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

The Company has been named as a defendant in various legal actions arising from the conduct of its normal business activities. Although the amount of any liability that could arise with respect to these actions cannot be accurately predicted, in the opinion of the Company, any such liability will not have a material adverse effect on the consolidated financial statements of the Company.

Item 1A. Risk Factors.

As of September 30, 2015, there have been no material changes from the risk factors previously disclosed in Part I, Item 1A, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit Number		Exhibit
3.1		Second Amended and Restated Certificate of Incorporation of BancFirst Corporation (filed as Exhibit 1 to the Company’s 8-A/A filed July 23, 1998 and incorporated herein by reference).

3.2		Certificate of Amendment of the Second Amended and Restated Certificate of Incorporation of BancFirst Corporation dated June 15, 2004 (filed as Exhibit 3.5 to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2004 and incorporated herein by reference).

3.3		Amended and Restated By-Laws of BancFirst Corporation (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated March 30, 2015 and incorporated herein by reference).

3.4		Certificate of Amendment of the Second Amended and Restated Certificate of Incorporation of BancFirst Corporation dated May 23, 2013 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated May 29, 2013 and incorporated herein by reference).

4.1		Instruments defining the rights of securities holders (see Exhibits 3.1, 3.2, 3.3 and 3.4 above).

4.2		Form of Amended and Restated Trust Agreement relating to the 7.20% Cumulative Trust Preferred Securities of BFC Capital Trust II (filed as Exhibit 4.5 to the Company’s registration statement on Form S-3/A, File No. 333-112488 dated February 23, 2004, and incorporated herein by reference).

4.3		Form of 7.20% Cumulative Trust Preferred Security Certificate for BFC Capital Trust II (filed as Exhibit D to Exhibit 4.5 to the Company’s registration statement on Form S-3/A, File No. 333-112488 dated February 23, 2004, and incorporated herein by reference).

4.4		Form of Indenture relating to the 7.20% Junior Subordinated Deferrable Interest Debentures of BancFirst Corporation issued to BFC Capital Trust II (filed as Exhibit 4.1 to the Company’s registration statement on Form S-3, File No. 333-112488 dated February 4, 2004, and incorporated herein by reference).

4.5		Form of Certificate of 7.20% Junior Subordinated Deferrable Interest Debenture of BancFirst Corporation (filed as Exhibit 4.2 to the Company’s registration statement on Form S-3, File No. 333-112488 dated February 4, 2004, and incorporated herein by reference).

4.6		Form of Guarantee of BancFirst Corporation relating to the 7.20% Cumulative Trust Preferred Securities of BFC Capital Trust II (filed as Exhibit 4.7 to the Company’s registration statement on Form S-3/A, File No. 333-112488 dated February 23, 2004, and incorporated herein by reference).

4.7*		Form of Guarantee Agreement by and between CSB Bancshares, Inc. and Wilmington Trust Company.

4.8*		Form of Indenture relating to the Floating Rate Junior Subordinated Deferrable Interest Debentures of CSB Bancshares, Inc., issued to Wilmington Trust Company.

4.9*		Form of First Supplemental Indenture relating to the Floating Rate Junior Subordinated Deferrable Interest Debentures by and between Wilmington Trust Company and BancFirst Corporation.

10.1		BancFirst Corporation Employee Stock Ownership and Trust Agreement adopted effective January 1, 2015 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2015 and incorporated herein by reference).

10.2		Fourth Amended and Restated BancFirst Corporation Directors’ Stock Option Plan (filed as Exhibit 10.1 to the Company’s Form 8-K dated October 28, 2014 and incorporated herein by reference).

10.3		Fourth Amended and Restated BancFirst Corporation Directors’ Deferred Stock Compensation Plan (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2014 and incorporated herein by reference).

10.4		Amended and Restated BancFirst Corporation Thrift Plan adopted March 25, 2010 effective January 1, 2010 (filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2010 and incorporated herein by reference).

10.5		Amendment to the Amended and Restated BancFirst Corporation Thrift Plan adopted December 16, 2010 effective January 1, 2011 (filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2010 and incorporated herein by reference).

Exhibit Number		Exhibit
10. 6		Amendment to the Amended and Restated BancFirst Corporation Thrift Plan adopted October 27, 2011 effective October 1, 2011 (filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2011 and incorporated herein by reference).


10.7		Thirteenth Amended and Restated BancFirst Corporation Stock Option Plan (filed as Exhibit 10.1 to the Company’s Form 8-K dated October 28, 2014 and incorporated herein by reference).

31.1*		Chief Executive Officer’s Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a).

31.2*		Chief Financial Officer’s Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a).

32.1*		CEO’s Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		CFO’s Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase

101.DEF*		XBRL Taxonomy Extension Definition Linkbase

101.LAB*		XBRL Taxonomy Extension Label Linkbase

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		BANCFIRST CORPORATION
		(Registrant)

Date: November 6, 2015		/s/ David E. Rainbolt
		David E. Rainbolt
		President
		Chief Executive Officer
		(Principal Executive Officer)

Date: November 6, 2015		/s/ Kevin Lawrence
		Kevin Lawrence
		Executive Vice President
		Chief Financial Officer
		(Principal Financial Officer)

Exhibit 4.7

GUARAN T EE AGRE E MENT

by and between

CSB BANCSHARES, INC. and

WILMING T ON TRUST COMPANY Dated as of August 17, 2 006

131 2 811.1CSB Bancshares, Inc./Guarantee Agree m ent

GUARAN T EE AGRE E MENT

This GUARANTEE AGREEMENT (this “Guaran t ee”), dated as of August 17, 2006, is executed and delivered by CSB B a ncshares, Inc . , an Oklaho m a corporation (the “Guarantor”), and Wil m ington Trust C o m pa n y , a De l aw a re banking corporation, as trustee (the “ Guarantee T r ustee”), for th e benefit of the Holders (as defined herein) from t i me to time of the Capital Securities (as defined herein) of CSB Bancshar e s S tatutory Trust I, a Dela w a r e statutory trust (the “Issue r ”).

WHEREAS, pursuant to a n Amended and Restated Declaration of Trust (the “Decla r ation” ) , dated as of the date hereof a m ong Wil m ington Trust C o m p an y , no t in its individual capacity but solely as institutional t rustee, the administrators of the Iss u er named therein, the Guar a n tor, as sponsor, and t h e holders from time to time of undivided beneficial interests in the a ssets of the I s s u er, the Issuer is issuing on the date hereof those undiv i ded b eneficial interests, having an aggregate liquidation a m ount of

$5, 0 00, 0 00 .0 0 (the “Capital Securities”); and

WHEREAS, as incentive for the Hol d ers to purchase the Capital Sec u rities, the Guarantor desires irrevocably and uncondit i onally to agre e , to t h e extent set forth in t h is Guarantee, to p a y to the Holders of Capital S e curities the Gua r antee Pa y m en ts (as defin e d herein) and to m ake cert a in other payments on t h e ter m s and c o nditions set forth herein;

NOW, THE R EFORE, in consideration of the purchase by each Holder of the Capital Secu r ities, which purchase the Gua r antor hereby agrees shall b e nefit the Guarantor, t h e Guarantor executes and delivers this Guarantee for t h e benefit of the Holders.

ART I C L E I

DEFI N IT I ONS AND I N TERP R ET A TION

Section 1.1. Definitions and Interp r e ta tion . In this Guarantee, u n less the context otherwise requires:

(a) capitalized ter m s used in this Guarantee but not def i ned in the p r ea m b le above have the respective m e anings assigned to them in this Section 1.1;

(b) a term defined a n y where in this Gua r antee has the s a me meaning throughout;

(c) all referen c es to “the Guarantee” or “this Guarante e ” are to this Guarantee as m odified, supplemented or amended from time to time;

(d) all referen c es in this Guarantee to “Articles” or “Se c tions” are to Articles or Sections of this Guarant e e, unless otherwise sp e cifi e d;

(e) te r m s defin e d in the Declaration as at the d a te of execution of this Guarantee have the s a me meanings when used in this Gu a rantee, unless otherwise defined in this Guarantee o r unless t h e context othe r wise requires; and

(f) a reference to the singular i n cludes the p l ural and vice versa.

“ Affiliate ” has the same meaning as given to that term in Rule 405 of the Securities Act of 1933, as amended, or any successor rule thereunder.

“ Benefic i ari e s ” means any Person to whom the I s suer is or hereaft e r bec o m es i n debted or liable.

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“ Capital Sec u ritie s ” has the meaning set forth in t h e recitals to this Guarantee.

“ C o m m on S ecuritie s ” means the common s ecur i ties i s sued by the Issuer to the Gu a rantor pursuant to the Dec l aration.

“ Corporate Trust Offic e ” means the o f fice of the Gu arantee Tru s tee at which the corporate trust business of the Guarantee Trustee shal l , at any particular t i m e, b e principally a d m inistered, which office at the date of execution of this Guarantee is located at Rodney S q uare North, 1100 North M arket Street, Wil m ington, Delaware 19890- 1 600, Attent i on: Co rp orate Trust Ad m inistratio n .

“ Covered Person ” means a n y Holder of Capital Secu r ities.

“ Debenture s ” means the debt securities of the Guarant o r designated the Floating Rate Junior Subord i nated Deferrable Interest D e be n tures due 2036 held by the Institutional Trustee (as d efined in the Decla r ation) of the Issuer.

“ Dec l aration Event of Defaul t ” m eans a n “Event of D efault” as de f ined in the Declaration. “ Event of Default ” has the meaning set fo rth in Section 2.4(a).

“ Guarantee Pa y m ent s ” means the following p a y m e n ts or distribu t ions, without duplication, with respect to the Capital Sec u rities, to the extent not p a id or made by t h e Issuer: (i) any accrued and unpaid Distributions (as defined in the Declaration) which are required to be paid on such Capital Securities to the extent the Issuer shall have funds available there f or, (ii) the Rede m p tion Price to the extent the Issuer has funds available therefor, with respect to any Capital Securities c a lled for rede m p tion by t h e Issuer, (iii) the Special Redemption Price to the extent the Issuer has funds available therefor, with respect to Capital Sec u rities redeemed upon the occurrence of a Special Event, and (iv) up o n a volunta r y or invol u n ta r y liquidati o n, d i ssolution, winding - up or ter m ination of the Issuer (other than in connection with the distribution of Debentures t o the Holde r s of the Capital Securities in exchange therefor as provided in t h e Dec l arati o n), the lesser of (a) the aggregate of the liquidation a m ount and all accrued and unpaid Distr i butions on the Capital Securities to the date of p a y ment, to t h e extent the Issuer shall have funds available therefor, and (b) t h e amount of assets of the Issuer re m aining available for distribution to Holders in liquidation of the Issuer (in e i ther case, the “Liquidation Distribution ” ).

“ Guarantee Truste e ” mea n s Wi l m ington Trust Co m p an y , until a Successor Gua r antee Trustee has been appoin t ed and has accepted such appoint m ent pursuant to the terms of this Guarantee and thereafter means each su ch Success o r Guarantee T rustee.

“ Guaranto r ” means C S B Bancshar e s, In c. and each of its succes s ors and assigns.

“ Holder ” m e ans any holder, as registe r ed on the books and records of the Iss u er, of any Capital Securities; provided , however , that, in deter m ining whether the Holders of the requisite p ercentage o f Capital Securities have gi v en any request, notice, co n sent or waiver hereunder, “Holder” shall not include the Guarantor or any Affiliate of the Guarantor.

“ Inde m n ified Person ” m e ans the Guarantee Trustee, any Affiliate of the Guarantee Trustee, or any officers, directors, sh a reholders, m e m b ers, partn e rs, e m plo y ee s , repre s entatives, n o m ine e s, custodia n s or agents of the Guarantee Trustee.

“ Indenture ” means the Indenture dated as of t h e date here o f between the Guarant o r and

Wil m ington Trust Co m p a n y , not i n i t s indiv i dual capacity but solely as t r ustee, and a n y i n denture

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supplemental thereto pursuant to which the Debentures are to be issued to the institutional t r ustee of the

Issuer.

“ Issue r ” has th e meaning set forth in the op e ni n g paragraph to t h is Guarantee.

herein.

“ Liquidation Distribution ” has the m eaning set f o rth in t h e defin i tion of “Guarantee Pa y m ents”

“ Majority in l iquidation amount of t h e Capital Securitie s ” means Ho lder(s) of outstanding Capital

Securities, voting together as a cl a ss, but separately from the holders of Com m o n Securities, of m o re than

50% of the a ggregate liqu i dation a m ount (includ i ng t h e stated a m o unt t h at wou l d be paid on rede m p tion, liquidation or otherwise, plus accrued and unpaid Distributions to the date upon which the voting percentages a re dete r m ine d ) of all Capital Securities then outstanding.

“ Obligation s ” means any costs, expenses or liabilities (but not including liabilities related to taxes) of the Issuer other than obl i g ations of the I ssuer to pay to ho l ders of any Trust Securities t h e a m ounts due such holders pursuant to th e ter m s of the Trust Securities.

“ Offi c er ’ s Certificat e ” me an s, with respect to any Person, a certificate signed by one Authorized Officer of such Person. Any Officer’s C ertificate del i vered with respect to c o m p liance with a condition or covenant provided for i n t h is Guarantee shall include:

(a) a stat e ment that the officer signing the Officer ’ s Ce r tificate has r e ad the coven a nt or condit i on a nd the defini t ions relating t h ereto;

(b) a brief stat e ment of the nature and scope of the exa m ination or investigat i on undertaken b y the officer in rendering t h e Officer’s Certificate;

(c) a sta te ment that the offi c er has made s u ch exa m i n ation or investigation as, in such officer ’ s opinion, is nece s sary to enable such officer to expr e ss an info r med opinion as to whether or not such covenant or condition has been co m p lied with; and

(d) a sta te ment as to wheth e r, in the opinion of the officer, such condition or covenant has been c o m p lied with.

“ Perso n ” means a legal person, inclu d ing a n y i nd iv idual, corpo r ation, estate, partnership, j o int venture, association, joint stock co m p a n y, li m ited lia b ility co m p any, trust, unincorporated association, or govern m ent or any agency or political subdivision t h e r eof, or any o t her enti t y of whatever nature.

“ Red e m ption Pric e ” has the meaning set forth in the Indenture.

“ Responsible Office r ” m e ans, with re sp ect to the Guara n tee T r ustee, any officer within the Corporate Trust Office of the Guarant e e Trustee inc l uding any Vice President, Assis t ant Vi c e President, Secretar y , Assistant S e c r etary or any other officer of the Guarantee Trust e e cust o m ari l y perfor m i n g functions similar to those performed by any of the a bove design a ted officers and also, with respect to a particular corporate trust matter, any other officer to whom su ch matter i s refer r ed because of that officer’s knowledge of and fa m ilia r ity with the particular subject.

“ Special Ev en t ” has the meaning set forth in the Ind e nture.

“ Special Re d e m p tion Pric e ” has the m ean ing set forth in the Indenture.

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“ Succe s sor Guarantee Trustee ” m e ans a suc c essor Guar an tee Trustee possessing the qualifications to act as Guarantee Trustee under Section 3 . 1.

“ Trust Secur i tie s ” means th e Common Securities a n d the Capital Securities.

ART I C L E II

POWERS, DUTIES AND RIGHTS OF GUARAN T EE TRU ST EE

Section 2.1. Powers and Duties of the Guarantee Trust e e .

(a) This Guaran t ee shall be held by the Guarantee Tru s tee for the b e nefit of the Holders o f the Capital Securities, and the Guarantee Trustee shall not transfer this Guarantee to any Person except a Holder of C a pital Securities exe r cising his or her r i ghts pursuant to Section 4.4(b) or to a Succe s s o r Guarantee T r ustee on acceptance by s u ch Success o r Guarantee Trustee of its appoint m e n t to act as Successor Guarantee Trus t ee. The rig h t, title and int e rest of the Guarantee T r ustee shall auto m atically vest in any Successor Guarantee Trus te e, and such v esting and cessation of tit l e shall be e ff ective whether or not c o nv e y anci n g d o c u ments have been executed and delivered pursuant t o the appo i n t ment of such Successor G u arantee Trus t ee.

(b) If an Event o f Default actually k n own to a Responsible Officer of the Guarantee Trustee has occurred and is continuing, the Guarantee Trust e e shall enforce this Gua r antee for the b e nefit of t h e Holders of the Capital Securities.

(c) The Guarant e e Trustee, be fo re the occurrence of any E v ent of Default and after curing all Events of Default that m a y have occur r ed, shall und e rtake to perform on l y such duties as are specifically set forth in this Guarantee, and no i m plied covenan t s shall be read into this Guarant e e against the Guarantee T r ustee. In ca se an Event of Default h as occurred ( that has not been waived pursuant to Section 2.4) and is actually k nown to a Responsib l e Officer of the Guarantee Trustee, t h e Guarant e e Trustee shall exercise su c h of the rights and powers v ested in it by this Guarantee, and use the s a me degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circ u m s t anc e s in the conduct of his or h e r own affairs.

(d) No provision of this Guarantee shall be construed to relieve the Guarantee T r ustee fr o m liabili t y for i t s own negligent action, its own negligent failure to act, or its o w n willful m i sc o nduct, except that:

(i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred:

(A) the duties and obligations of the Guarantee Trust e e shall be de t e r mined solely by the express provisions of this Guarantee, a n d the Guarantee Trustee shall not be liable except for the performance of su ch d u ties and obligations as are spec i fically set forth in this Guarantee, and no i m plied coven a nts or obligations shall be read into this Guarantee a g ainst the Guarantee Trust e e; and

(B) in the abse n ce of bad f a i th on the part of the G u arantee Trustee, the Guarantee T r ustee m ay conclusively rel y , as to the truth of the stat e ments and the correctness o f the opinions expressed therein, upon a n y certificates or opinions furnished to the Guara n tee Trust e e a nd confor m ing to the require m ents of this Guarantee; but in the

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case of any such certifi ca tes or opinions that by any provision hereof are specifically required to be furnished to the Guarantee Trustee, the Guarantee Trustee shall b e under a duty to examine the s a m e to deter m ine whether or not th e y con fo r m to the require m ents of this Guarantee;

(ii) the Guarant e e Trustee sh a ll not be liable for any error of ju d g m ent made in go o d faith by a Responsible Officer of the Guarantee Trustee, unless it shall be proved that such Responsible Officer of the Guarantee Trustee or the Guarantee Trustee was negligent in ascer t aining t h e pertinent f acts upon wh i ch such judgment was made;

(iii) the Guarantee Trustee s h all not be li a ble with respect to any a ction taken or o m itted to be taken by it in good faith in accor d ance with the written direction of the Holders of not less than a Majori t y i n liquidation a m ount of t h e Capital Securities relating t o t h e t i me, method and place of conducting any proceeding fo r any remedy available to the Guarantee Trustee, or relating to the exercise of a n y trust or p o wer conferred upon t h e Guarantee Trustee under this G u arantee; and

(iv) no provisi o n of this Guarantee shall require the Gua r antee Trust e e to expend or risk its own funds or othe r wise incur personal financial liability in the perfor m ance of any of its duties or in the exercise of any of its rights or powers, if the Guarantee T r ustee shall have reasonable g r ounds for be l ieving that the repa y ment of such funds is not reasonably assured to it under the terms of this Guarantee or security and inde m n it y , reasonably satisfactory t o the Guarantee T r ustee, against such risk or liability is not reasonably assured to it.

Section 2.2. Certain Ri g hts of Guarantee Truste e .

(a) Subject to the provisi o n s of Section 2.1:

(i) The Guaran t ee Trust e e may conclusively rel y , and shall be ful l y protected in acting or refraining from acting upo n , a n y resolution, certificate, statement, instrument, opin i on, report, noti c e, request, direction, co n sent, o r der, bon d , deben t ure, note, o t her evidence of indebtedness or other paper or doc u m e n t believed by it to be ge n u ine and to have been signed, sent or presented by the proper party or parties.

(ii) Any direction or act of the Guarantor conte m pla te d by this Guarantee shall be sufficiently e v idenced by a n Officer ’ s Certificate.

(iii) Whenever, in the ad m inistration of this Guarantee, the Guarantee Trustee shall deem it desirable that a matter be proved or es t ablished before taking, suffering or o m itting any action hereunder, the Guarantee Trustee (unless other evidence is herein specif i cally prescribed) ma y , in the absence of bad faith on i ts part, request and conc l u sively re l y upon an Officer’s Certifica t e of the Guarantor which, upon receipt of such request, shall be pro m ptly delivered by the Guarantor.

(iv) The Guarantee Trustee sh all have no du t y to see to any recording, filing or registration of any instrument (or any r e -recording, refiling or re-r e gistration the r eof).

(v) The Guarantee Trustee m a y consult with counsel of its selection, and the advice or opini o n of such counsel with respect to leg a l matters shall be f u ll and c o m p lete authorizat io n and protection in respect of any action t aken, suffered or o m itted by it hereunder in good faith and in accordance with such advice or opin i on. Such counsel m ay be counsel to the Guarantor or any

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of its Affiliates and m ay include any of its e m ployees. The Guarantee Trustee shall have the right at any ti m e to seek instruc t ions concerning the ad m inistration of this Guarantee f rom any court of c o m p etent jurisdiction.

(vi) The Guarantee Trustee shall be under no obligati o n to exercise a n y of the righ t s or powers v e sted in it by this Guarant e e at the req u est or dir e ct i on of any H o lder, unless such Holder shall have provid e d to the Guarantee T r ust e e such s e curity and indemnit y , reasonably satisf a ctory to the Guarantee Trustee, ag ainst the costs, expenses (including attorn e y s’ fees and expenses and the expens e s of the G u arantee T r us t ee ’ s agents, no m ine e s or custodians) and liabilities that m ight be incurred by it i n c o m p l y i ng w i th such request or direction, includ i ng s u ch reasonable a dvances a s may be requested by the Guarant e e Trustee; provided , however , that nothi n g con t ained in this Section 2.2(a)(vi) shall relieve the Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise t h e rights and powers vested in it by this Guarantee.

(vii) The Guarantee Trustee shall not be bound to m ake any invest i g ation into t h e facts or m att e rs stated in any resolution, certificate, s t at e ment, instrument, opinion, report, notice, request, direction, consent, ord e r, bond, debenture, note, other evidence of inde b tedness or o t her paper or doc u ment, but the Guarantee Trustee, in its discretion, m a y m ake such further inqui r y or investigation into such facts or matters a s it may see fit.

(viii) The Guarantee Trustee may execute an y of the tr u sts or powe r s hereunder or perform any duties hereunder either directly or b y o r throu g h a g ents, no m inees, custodians or attorne y s, a n d the Guarantee Trustee s h all not be responsible for a n y m isconduct or negligence on the part of a n y agent or at t o rn e y appo i n t ed with due care by it hereunder.

(ix) Any action taken b y the Guarantee Trustee or its agents hereunder shall bind the Holders of the Capital Se cu rities, and the signature of the Guarantee Trustee or its agents alone shall be sufficient and effective to perform any s u ch action. No t h ird par t y s h all be required to inquire as to the authori t y of the Guarantee Trustee to so act or as to its c o m p liance with a n y of the te r ms and provisions of this Guaran t ee, both of wh ich shall be conclusively evidenced by the Guarantee T r ustee ’ s or its a g ent ’ s taking such action.

(x) Whenever in the ad m inis t ration of this Guarantee th e Guarantee Trustee shall de e m it desi r able to receive instructions with respect to enforcing any remedy or right or t a king any o t her action hereund e r, the Guara n tee Trustee (i) may request instructions from the Holders of a Majori t y in l i qu i dation a m ount of t h e Capital Securities, (ii) may refrain f rom enforci n g such re m edy or right or taking s u ch other action until such instructions are received, and (iii) shall be protected in conclusively rel y ing on or a cting in accordance with such instructions.

(xi) The Guaran t ee Trust e e sh all not be liable for any action taken, suffered, or o m itted to be taken by it i n good faith, without n e g l igence, and reasonably be l ieved by it to be authorized or within the di s cretion or rights or powers conferred u p on it b y this Guarantee.

(b) No provision of this Guarantee shall be dee m ed to i m pose any d u t y or o b liga t ion on t h e Guarantee T r ustee to perf o r m any act or acts or exe r cise any right, power, du t y o r obligation conferred or i m posed on it, in any juri s d iction in which it shall b e illegal or in which the Guarantee Trustee shall be unqualified or inco m p e t ent in accordance with appl i cable law to perfo r m any such act or acts or t o exercise any such right, power, duty or obligation. No per m issive power or authori t y av a ilable to the Guarantee T r ustee shall be construed to be a dut y .

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Section 2.3. Not Respon s ible for R e ci ta ls or Issua n ce of Guara n tee . The reci t als contained in this Guar an tee shall b e taken as the stat e ments of the Gua r antor, and the Gu arantee Tru s tee does not ass u me any r esponsibili t y for their correctness. The Guarantee T r ustee makes no representation as to the validity or sufficiency of this Guarante e .

Section 2.4. Events of Default; Waiv e r .

(a) An Event of Default under this Guarantee will occur upon the failure of the G u arantor to perform any of its p a y m e n t or other obl i g ations hereunder.

(b) The Holders of a Majority in liquidation a m ount of the Capital Securities ma y , voting or consenting as a cl a ss, on behalf of the Holders of a l l of the Capital Securities, waive any past Event of Default and its consequences. Upon s u ch waiver, any such Event of Def a ult shall cease to exist, and shall be deemed to have been cured, for every p u rpose of this Guaran t ee, but no such waiver shall extend t o any s u bsequent or o t her default or Event of Default or i m pair any r i ght consequ e nt thereon.

Section 2.5. Events of Default; Notice .

(a) The Guarant e e Trustee sh a ll, within 90 da y s after the occurrence of an Event of Default, trans m it by mail, first c l ass postage prepaid, to the Holders of t h e Capital Se cu rities and the Gua r antor, notices of all Events of Default actually known to a R esponsible Officer of the Guarantee Trustee, unless such defaults have been c u red before t h e givi n g of such notice, provide d , however , that the Guarantee Trustee shall be protected in withhold i ng such not i ce if and so long as a Responsible Officer of t h e Guarantee Trustee in go o d faith deter m ines that the withhold i ng of such n o tice is in the in t erests of the Holders of the Capital Securities.

(b) The Guarantee Trustee shall not be deemed to have knowledge of a n y E v ent o f Default unless the Guarantee Tr u stee shall have received written notice fr o m the Guarantor or a Holder of the Capital Secu r ities (except in the case o f a pa y m ent d e fault), or a Responsible Officer of the Guarantee Trustee char g ed with the ad m inistration of this Guarantee shall have obtained actual knowled g e thereof.

ART I CLE I II GUARAN T EE TRU ST EE

Section 3.1. Guarantee Trustee; Eligibility .

(a)

There shall at all times be a Guarantee Trustee which shall: (i)not be an Affiliate of the Guarantor, and

(ii) be a corporation organiz e d and do i ng business under the laws of the United States of Am erica or any State or T er r itory thereof or of the D is trict of Colu m bi a, or Pe r son authorized under such l a ws to exerci s e corpo r ate trust powers, having a co m b ined capi t al and surplus of at least 50 million U.S. dollars ($50,000,000), and subject to supervision or ex a m ination by Federal, S tate, Territor i al or D i strict of Colu m b ia authorit y . If such corporation publishes reports of condition at least annual l y , pu r suant to law or to the re q u ire m ents of the supervising or ex a m ining authority referred to above, then, for the purposes of this Section

3.1(a)(ii), the co m b ined capital and surplus of such corporation shall be de e med to be its c o m b ined capital and surp l u s as set forth in its m o st recent report of condition so published.

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(b) If at any time the Guarantee Trustee sh a ll cease to be eligible to so act under Section 3.1( a ), the Gua r antee Trus t ee shall i mmediat e ly resign in the manner and with the eff e ct set out i n Section 3.2( c ).

(c) If the Guar an tee Trustee has or sha l l acqu i re a n y “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Guara n tee Trustee shall either eliminate such interest or resign to the ex t ent and in t h e manner pro v ided b y , and s ubject to this Guarantee.

Section 3.2. Appoint m ent, Re m oval and Resignation of Guar a ntee Trustee .

(a) Subject to S e ction 3 . 2(b), the Guarantee Trustee m a y be ap p o in t ed or re m oved without cause at any t i m e by the Guarantor except during an Event of Default.

(b) The Guaran t ee Trustee s h all not be re m oved in accordance wi t h Section 3.2(a) until a Successor Guarantee Tr u stee has been appointed and has accepted such appoint m e n t by written instrument executed by such S u ccessor Guarantee T r ustee and d e livered to the Guarantor.

(c) The Guarantee Trustee appointed t o office shall hold office until a Successor Guarantee Trustee shall have been appointed or until its re m ov a l or resignation. T h e Guarantee Trustee m ay resign from office ( without need for prior or subsequent accounting) by an instr u m ent in writing executed by the Guarantee T rustee and delivered to the Guarantor, which resignation shall not take e f fect until a Successor G u arantee Trus t ee has been appointed and has accepted such appoin t ment by an i n strument in writing executed by such Successor G u arantee Trus t ee and delivered to the Guarantor and the resigning Guarantee T r ustee.

(d) If no Successor Guarantee Trustee shall have been appointed and accepted a p point m ent as provided in this Section 3.2 with i n 60 d a y s after d e livery of an instru m ent of re m oval or resignation, the Guarantee Trustee resigning or being re m oved may petition any court of c o m p etent jurisdiction for appoint m ent of a Success o r Guarantee Trustee. Such court m ay t h ereupon, af t er prescribing such notice, if any, as it may deem proper, appoint a Successor G u arantee Trus t ee.

(e) No Guarant e e Trustee sh a ll be liable for t h e acts or o m i s sions to act of any Successor

Guarantee T r ustee.

(f) Upon ter m i n ation of t h is Guarantee or re m oval or r esignation of the Guarantee Trustee pursuant to t h is Section 3.2, the Guarantor shall p a y to t h e Guarantee Trustee all a m ounts owing to the Guarantee T r ustee under Sections 7.2 and 7.3 accrued to the date of such te r m ination, re m oval or resignation.

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ART I C L E IV

GU A R A N TEE

Section 4.1. Guarantee .

(a) The Guarantor irrevocably a n d unconditionally agrees to p a y in full to the Holders the Guarantee Pa y m ents (without duplicat i on of a m ounts t h eretofore paid b y the Issuer), as and when due, regardless of any defense (except the defense of pa y ment by the Issuer), right of set-off or countercla i m that the Issu e r m ay have or as s ert. The Guarant o r’s obligation to m ake a Guarantee Pa y m ent may be satisfied by d irect pa y m ent of t h e requi r ed a m ounts b y the Guara n tor to the H o lders or b y c ausing the Issuer to pay such a m ounts to the Holde r s.

(b) The Guarantor hereby also agrees to as s ume any and all Obligations of the Issuer and in the event a n y such Obliga t ion is n o t so a ss u m ed, sub j ect to the terms and cond i tions hereof, t h e Guarantor hereby irrevocably and un c onditionally guarantees to each Benefic i ary the full pa y m ent, when and as due, of any and all Obligations to such Ben e ficiaries. T h is Guarantee i s intended to be for the benefit of, and to be enfor c eable b y , all such Beneficiaries, whe t her or not such Beneficiaries have r e ceived notice hereof.

Section 4.2. Waiver of Notice and D e man d . The Guaran to r hereby w aives notice of acceptance of this Guaran t ee and of any liability to w h ich it applies or may apply, presen t m ent, demand for p a y m ent, any right to require a proceeding fir s t against the Issuer or any other Person before proceeding a g ainst the Guarantor, prot e st, notice of nonp a y m ent, notice of dishonor, notice of rede m p tion and all other notices and d e m ands.

Section 4.3. Obligations Not Affecte d . The obliga t ions, covena n ts, agreements and duties of the Guarantor under this Guarantee s h all in no way be affected or i m paired by reason of t h e happening from t i me to t i m e of any of the following:

(a) the relea s e or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any exp r ess or i m plied agree m ent, covenant, te r m or condition relating t o the Capital Securities to be performed or observed by the Issuer;

(b) the extension of time for the pa y ment by t h e Issuer of all or any portion of the Distributions, Rede m p tion Price, Special Redemption Price, Liquidation Distribution or a n y other s u ms pa y able under the terms of the Capital S ecurities or the extension o f ti m e for the performance of any other obligati o n u n der, arising out of or in c o nnection wit h , the Capital Securities (o th er than an extension of time for pa y ment of Distributi o ns, Rede m p tion Price, Special Rede m p tion Price, Liquidation Distribution or other s u m pa y able that results fr o m the extension of any interest pa y m ent period on the Debentures or any extension of the m atur i ty date of the Debentures per m itted by t h e Indenture ) ;

(c) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or ex er cise any right, privilege, power or r e m e dy conferred on the Holders pursuant to the te r m s of the Capital Securities, or any action on t h e part of t h e Issuer granting in d u lgence or extension of a n y k i nd;

(d) the volunta r y or invol u n tary li q uidati on , dissol u tion, sale of any collateral, receivership, insolven c y , bankrupt c y , assignment for the benefit of creditors, r eorganization, arrange m ent, co m position or readjus t m e nt of debt of, or other similar proceed i ngs affecting, the Issuer or any of the assets of t h e Issuer;

9 131 2 811 .1CSB Bancshares, In c./Guarantee Ag r e e m ent

(e) any invalidity of, or defect or deficiency in, the Capital Securities;

(f) the settlement or co m p r o m i se of any obl i g ation guaranteed hereby or hereby incurred; or

(g) any other ci r c u m stance whatsoever that m ight otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the i n t e nt of t h is Section 4.3 t h at the o b li g ations of t h e Guarantor hereunder shall be absolute and u ncondit io n al under a n y and all circumstances.

There shall b e no obligation of the Holders to give notice to, or obtain consent of, the Guarant o r with respect to the happen i ng of a n y of t h e foregoin g .

Section 4.4. Rights of Holders .

(a) The Holders of a Majority in liqu i dation a m ount of t h e Capital Securities have the right to direct the time, m ethod and place of conducting any p r oceeding f o r any re m edy available to the Guarantee T r ustee in res p ect of this Gu arantee or to direct the exercise of a n y trust or power conferr e d upon t h e Guarantee Trustee under this Guarantee; provided , h o wever , that (subject to Section 2.1) t h e Guarantee T r ustee shall have the right to decline to follow any s u ch direction if the Guarantee Trustee being advised by counsel dete r m in e s th a t the action o r proceeding so directed may not lawfully be taken or if the Guarantee Trustee in good faith by its board of directors or trustees, executive committees or a trust c o m m ittee of directors or trustees and/or Re s ponsible Officers shall deter m ine that the action or proceedings so directed would involve t h e Guarantee Trustee in personal liability.

(b) Any Holder of Capital Securities m ay institute a legal proceeding directly against the Guarantor to enforce the G u arantee Trustee’s rights under this Gua r antee, without first instituting a legal proceeding a g ainst the Issuer, the Guarantee Trustee or any other Person. The Guarantor waives any rig h t or re m edy to require that a n y such action be brou g ht first against th e Issuer, the Guarantee T rustee or any other Person before so proceeding directly against the Guarantor.

Section 4.5. Guarantee of Pay m ent . This Guarantee cr e ates a g u arantee of pa y m ent and not of collection.

Section 4.6. Subrogation . The Guarantor shall be subrogated t o all (if any) rights of t h e Holders of Capital Securities again s t the Issuer in respect of a n y a m ounts paid to such Ho l d ers b y the Guarantor under this Guarantee; provide d , however , that the Guarantor shall not (except to the extent required by mandatory p r ovisions of l a w) be entitled to enforce or exercise any right that it may acqui r e b y way of s u brogation or any i nde m n ity, rei m bursement or other agre e ment, in all ca s es a s a r e sult of pa y m ent un d er this Guarantee, if, after giving effect to a n y such p a y m ent, a n y a m ounts are due and unpaid under this Guarantee. If any a m ount shall be paid to the Guarantor in violation of t h e preceding sentence, the Guarantor a g rees to hold such a m ount in trust for the Holders and to pay over such a m ount to the Holde r s.

Section 4.7. Independent Obligations . The Guarantor acknowledges that its obligations hereunder are independent of the obliga t ions of the I s s u er with respect to the C apital Securities and that the Guarantor shall be liable as principal and as d e b tor hereunder to m ake Guarantee Pa y m ents pursuant to the terms of this Guarantee notwithstanding the o ccurrence of any event referred to in s u bsections (a) throu g h (g), i n clusive, of S ection 4.3 hereof.

Section 4.8. Enforcement by a Beneficiary . A Beneficiary m a y enforce the obligations of the Guarantor contained i n Section 4. 1 (b) direct l y a g ainst the Guarantor and the Guarantor waives any right or re m e d y to require that a n y action be br o u g h t against t h e Issuer or a n y o t her person or enti t y

10 131 2 811 .1CSB Bancshares, In c./Guarantee Ag r e e m ent

before proce e ding against the Guarant o r. The Gua r antor shall be s ubrogated to all rights (if an y ) of a n y Beneficiary against the Issuer in respect of a n y a m ounts paid to th e Beneficia r ies by t h e Guarantor under this Guarantee; provided , howeve r , that the Guarantor shall not (except to the extent required by mandatory p r ovisions of law) be entitled to enforce or exercise any rights that it m ay acquire by way of subrogation or any inde m n ity, rei m bursement or oth e r agreement, in all cases as a result of pa y m ent under this Guarantee, if at the t i me of any s u ch p a y m ent, and after giv i ng effect to s u ch p a y m ent, a n y a m ounts are due and u npaid u nder t h is Guarantee.

ART I CLE V

LIMI T ATION OF TRANSAC T IONS; SUBORDINA T ION

Section 5.1. Li m itation of Transactions . So long as any Capital Securities r e main outstandi n g , i f (a) there shall have occurred and be c o ntinu i ng an E v ent of Default or a Declaration Ev en t of Default or (b) the Guar an tor shall have s elec t ed an Extension Period as provid e d in the Declaration and such period, or a n y exten s ion thereof, s h all have c o mme n ced and be continuing, then the Guarantor shall not and shall not per m it a n y Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, a c quire, or m a ke a liquidation p a y m ent with respe c t to, any of the Guarantor ’ s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor or pa y m ents of div i dends from direct o r indirect su b sidiaries of the Guarantor to their parent corporations, which also shall be dir ec t or indirect s ubsidiaries of the Gua r a n tor) or make a n y guarantee p a y m ents with resp e ct to the foregoi n g or ( y ) m ake a n y p a y m e n t of princip a l of or i n terest or pre m iu m , if an y , on or rep a y , repurchase or redeem any debt securities of the Gu a rantor or any Affiliate that rank pari p a ssu in all respects with or junior in i n terest to the Debentures (o ther than, w i th respect to clauses (x) a n d ( y ) above, (i) repurchases, rede m p tions or oth e r acquisitions of shares of capital stock of th e Guarantor in connection with a n y e m p l o y m ent contract, benefit plan or o t her s i m ilar arra n g e m ent with or for the benefit of one or m or e emplo y ees, officers, directors or consultants, in connection with a dividend re i nves t m ent or stockholder stock purchase plan or in c onnection wi t h the issuance of capital stock of the G u arantor (or securities convertible in t o or exercisable for such capital stock) as cons id eration in an acquisition transaction entered into p r ior to the oc c u rrence of the Event of Default, Decla r ation Event of Default or Extension P e riod, as appl i cable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor ’ s capital stock (or any capital stock of a sub s idiary of the Guarantor) for any class or series of the Guarantor ’ s capital s t ock or of any class or se ri es of the G u arantor ’ s ind e btedness for any class or series of the Guarantor ’ s capital stock, ( iii) the purchase of f r acti o nal interests i n shares of t h e Guarantor ’ s capital stock pursuant to the conversion or exchange p r ovisions of such capital stock or the security being converted or exchanged, (iv) a n y declaration of a dividend in c o nnection with any stoc kh o lders’ rights plan, or the issuance of rights, stock or other pr o p erty u nder any stock h o l ders’ rights plan, or the rede m p tion or repurchase of rights pu r suant thereto, (v) any d i v i dend in the form of stoc k , warrants, options or o t her rights where the dividend stock or the stock issuable upon exercise of such warrants, options or o t her rights is the same stock as that on which the di v idend is bei n g paid or ra n k s pari passu with or junior to such stock and any c ash pa y m en t s in lieu of fractional sh a res issued in connection therewith, (vi) pa y m ents of principal or interest on debt securities or pa y m ents of cash dividends or distributions on any capit a l stock issued by an Affiliate that is not, in whole or i n part, a subsidiary of the Guarantor (or any redemptions, repurchases or liqu i dation p a yments on such stock or securities), o r (vii) p a y m ents under this Guarantee).

Section 5.2. Rankin g . This Guarantee will constitute an unsecured obligation of the Guarantor and will rank subord i nate and jun i or in r i ght of p a yment to all present and future Senior Indebtedness (as defined in the Indenture) of the Gu a ra n tor. By their a c ceptan c e thereof, e ac h Holder of Capital Sec u rities agr e es to the foreg o ing pr o v isio n s of this Guarantee and the other terms set forth herein.

11 131 2 811 .1CSB Bancshares, In c./Guarantee Ag r e e m ent

The right of the Guarantor to participate in any distribution of assets of any of its subsidiari e s upon a n y such subsidia r y ’s liquidation or reorganization or othe r wise is subject to the pri o r claims of creditors of that subsidiary, except to the extent the Guarantor may itself be recognized as a creditor of that subsidi a r y . Accord i ng l y , t h e Guarantor’s ob l igations under t h is Guarantee will be effectively subordinated to all existi n g and future liabilities of the Guarant o r’s subsidiaries, and claimants should look on l y to the assets of the Guarantor for p a y ments hereunder. This Guarantee does not li m it the incurrence or issuance of other secured o r unsecured debt of the Guarantor, including Senior Indebtedness of the Guarantor, u n der a n y indenture th a t the Gua r antor may enter i n to in the fu t u re or otherwise.

ART I CLE V I TERM I NA T ION

Section 6.1. Termination . This Guarantee shall ter m inate as to the Capital Securities

(i) upon f u ll pa y m ent of the Rede m p tion Price or Special Redemption Price of all Capital Securities then outstandi n g , (ii) up o n the distributi o n of all of t h e Debentures to the Hol d ers of all of the Capital Securities or (iii) upon fu ll p a y m ent of the a m ounts pa y able i n accordance with the Declaration upon dissolution of the Issuer. This Guaran t ee will continue to be effective or will be reinsta t ed, as the case may be, if at any ti m e any Holder of Capital Secu r ities m u st restore pa y m ent o f any su m s paid under t h e

Capital Securities or under this Guarantee.

ART I CLE V II INDE M NIF I CAT I ON

Section 7.1. Exculpation .

(a) No Inde m n i f ied Person shall be liable, r esponsible or accountable in damages or otherwise to the Guarantor or any Covered Person f or any loss, d a m age or c l a i m incurred by reason of any act or omission perfo r m ed or o m i t ted by such Inde m n ified Person in go o d faith in accordance with this Guarant e e and in a m a nner that such Inde m n ifi e d Person reasonab l y belie v ed to be within the scope of the aut h o r ity conferred on such In d e m n ified Person by this Guarantee or by law, ex c ept that an Inde m n ified Person shall be liable for any such l oss, da m age or claim i n curred by r e ason of such Inde m n ified Person’s neg l igence or willful m iscond u ct with respect to such acts or o m issions.

(b) An Inde m n ified Person shall be ful l y p rotected in rel y i ng i n g ood faith up o n t h e records of the Issuer or the Guara n tor and upon such information, op i nions, reports or state m ents presented to the Issuer or the Guarantor by any Person as to matters the Inde m n ified Person reasonab l y belie v es are within such other Person ’ s profe s sional or expert c o m p ete n ce and who, if selected by such Inde m n ified Person, has been s e l ected with r e asonable ca r e by such I n de m n ified Person, includ i ng infor m ation, op i nions, reports or sta t e m ents as to th e value and a m ount of the assets, liabilities, profits, losses, or a n y o t her facts pertinent to the existence and a m ount of assets fr o m which Distri b u tions to Ho l d ers of Capital Securities might proper l y be paid.

Section 7.2. Indemnif i cation .

(a) The Guarantor agrees to inde m n ify each I nd e m n ified Person for, and to hold each Inde m n ified Person har m l ess against, any and all l o ss, liability, da m age, c l a i m or expense incurred without negl i g ence or willful m i sconduct on the part of the Inde m n ified Person, arising out of or in connection with the acce p tance or a d ministration of the trust or trusts hereunder, including, but not li m i t ed to, the costs and expenses (i n cluding reason a ble legal f ees and exp e nses) of the Inde m n ified

12 131 2 811 .1CSB Bancshares, In c./Guarantee Ag r e e m ent

Person defe n d ing itself against, or investigating, any claim or lia b ili t y in conn e ction with the exercise or performance of a n y of t h e Inde m n ified Person’s p o wers or duties hereunder. T h e obl i g ation to i n de m n ify as set forth i n this Section 7.2 shall survive the resignation or re m oval of the Guarantee Trustee and the ter m ination of this Guarantee.

(b) Pro m ptly after receipt by an Inde m n ifi e d P e rson under this Secti o n 7.2 of noti c e of the c o mmencement of any action, such I nd e m n if i ed Person w ill, if a cla i m in res p ect thereof is to be m ade against the Guarantor under this Section 7 . 2, n o ti f y t h e Guarantor in writ i ng of the c o mme n cement thereof; but t h e failure so to noti f y t h e Guarantor (i) will not reli e ve the Guarantor from liabili t y under paragraph (a) above unless and to the extent that the Guarantor did not o t herwise learn of such action and such failure r esults in the fo rfeiture by the Guarantor of substantial rights and defenses and (ii) will not, in any event, relieve the Gu arantor from any obl ig ations to any I n de m n ified Person other than the inde m n ification obl i g ation provided i n paragraph (a) above. The Guarantor shall be entitled to appoint counsel of the Gua r antor ’ s choice at the Guarantor ’ s expense to r e present the I n d e m n ified P e rson in any action for which inde m n if i cation is sought (in which case the Guarantor shall not thereafter be responsible for the fees and expenses of any separate counsel re t ai n ed by the I nde m n ified P erson or Persons except as set forth below); provided , howeve r , that such counsel shall be rea s on a b l y satisfactory t o the I nde m n ified Person. No t withstanding the Guarantor ’ s election t o appo i nt counsel to rep r esent the Guarantor in an action, the I n de m n ified Person shall have the right t o e m ploy separate counsel (including local counsel), and the Guarantor shall bear the reasonable fees, cos t s and expenses of such separate counsel if (i) the use of counsel chosen by the Guarantor to represent the Inde m n ified Person would present such counsel wi t h a conflict of in terest, (ii) the actual or potential def e ndants in, or targets of, any such action include both the Inde m n ified Person and the Guarantor and the Inde m n ified Person shall h a ve reasonably concl u ded that there m a y be legal defenses avail a ble to it and/or other Inde m n if i ed Per s on(s) which are diffe r ent from or additional to those available to t h e Guarantor, (iii) the Gua r antor shall not have e m plo y ed counsel satisf a ctory to the Inde m n ified Person to represent t h e Inde m n ifi e d Person within a reasonable ti m e af t er notice of the institution of such action or (iv) the Guarantor shall authorize the Inde m n if i ed Person t o e m ploy sepa r ate counsel at the expense of the Guarantor. The Guarantor will not, without the pr i o r written consent of the Inde m n if i ed Persons, settle or c o m p r o m ise or consent to the entry of an y judg m e n t with respect to any pending or threatened cla i m, action, suit or proceeding in respect of which inde m n ification or contri b u tion ma y be sought hereunder (whether or not the Inde m n ified Persons a r e actual or potential parties t o such cla i m or action) unless such sett le m ent, c o m pro m i se or con s ent includes an unconditional rele a se of each Ind e m n ified Person from all liabi l ity arising out of such cla i m , action, suit or proceeding.

Section 7.3. Compensat i on; Reimbu r sement of Expenses . The Guarantor agrees:

(a) to p a y to the Guarantee Trustee fr o m t i m e to time such co m p e n sation for all servic e s rendered by i t hereunder as the parties shall agree to from ti m e to time (which co m p ensation shall not be li m i t ed by any provision of law in regard to the co m p ensation of a trustee of an express trust ) ; and

(b) except as otherwise expressly p r ovided herei n , to rei m burse the Guarantee Trustee upon request for a l l reasonable expenses, di s burs e m ents a nd advances incurred or made by it in accordance with any provision of this Guarantee (including the reasonable co m p en s ation and the expenses and disburs e m en t s of its agen t s and counse l ), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct.

For purposes of clarification, this Section 7.3 d o es not conte m pla t e the p a y m ent by the Guarantor of acceptance or annual administration fees owing to t h e Guarantee Trustee for services to be prov i ded by the Guarantee Trustee under this Guarantee or the fees and expenses of the Guarantee Trus t ee ’ s counsel in connection with the closing of the transactions conte m plated by this Guarant e e. The provisions of this

13 131 2 811 .1CSB Bancshares, In c./Guarantee Ag r e e m ent

Section 7.3 s h all survive t h e resignation or re m oval of the Guarantee Trustee and the ter m in ation of this

Guarantee.

ART I CLE V III MISCE L LANEOUS

Section 8.1. Succe s sors and Assigns . All guarantees and ag r e e ments contained in this

Guarantee s h all bind the successo r s, a s signs, receiv e r s , trustees a nd representatives of the Guarantor and shall inure to the benefit o f the Holders of the Ca p ital Securities then outstand i ng. Except in connection with any m erger or consolidation of the Guarantor w i th or into another entity or any sale, transfer or l ea s e of the Guaranto r ’ s assets t o another entity, in each c ase, to the e x tent pe r m itted under the Indenture, t h e Guarantor may not assign its rights or delegate i t s obligations under this Guarantee without the prior approval of t h e Holders of at least a Majori t y in liqu i dation a m ount of the Capi t al Securities.

Section 8.2. Amen d m en t s . Except with respect to any changes that do not adversely affect the rights of Holders of the Capital Se cu rities in a n y mater i al res p ect (in which case no cons en t of Holders will be required), this Guarantee may be amended only with the prior approval of the Holders of not less than a Majority i n liquidat i on a m ount of the Capital Securities. The provisions of the Declaration with respect to a mendments thereof apply to the givi n g of such approva l .

Section 8.3. Notices . All notices provided for in this G u arantee shall be in writing, duly signed b y the party givi n g such notice, and shall be d elivered, tel e copied or m a i led by first class mail, a s follows:

(a) If given to the Guarantee Trustee, at the Guarantee Trustee ’ s m a iling address set forth below (or such other address as the G u arantee Trus t ee m ay give notice of to the Holders of the Capital Securities a n d the Guarantor):

Wil m ington Trust Co m p a n y

Rodn e y S q uare North

1100 North Market Street

Wil m ington, Delaware 19890- 1 600

Attention: C o rporate Trust Ad m inistration

Telecop y : 3 0 2-636 - 41 4 0

(b) If given to the Guarantor, at the Guarantor ’ s m ailing address set forth below (or such other address as the Gua r antor may give notice of to the Holders of the Capital Securities and to the Guarantee T r ustee):

CSB Bancsh a res, Inc.

2500 Sou t h C o rnwell

Yukon, Okl a ho m a 73085

Attention: D ouglas Tipp e ns

Telecop y : 4 0 5-354 - 79 0 8

(c) If given to any Ho l d er of the Capital Secu r ities, at t h e address set forth on the books and records of the Issuer.

All such notices shall be de e m ed to h a ve been given when rece i ved in person, telecopied with receipt confirmed, or mail e d by first cl as s mail, posta g e prepaid, e x cept that if a notice or other document

14 131 2 811 .1CSB Bancshares, In c./Guarantee Ag r e e m ent

is refu s ed de l ivery or cannot be delive r ed becau s e o f a changed address of wh ich no noti c e w as given, such notice o r other document shall be deemed to h a ve been d e livered on the date of su c h refusal o r inabili t y t o d e liver.

Section 8.4. Benefit . This Guarant e e is solely for the benefit of the Benef i ciar i es and, subj ec t to Section 2.1(a), is not separately transferable fr o m th e Capital S e curities.

Section 8.5. Governing La w . THIS GUA R ANT E E SHALL B E GOVE RN ED BY, A N D CONSTRU E D AND IN T ERPRETED IN ACCORDANCE W I TH, THE LAW OF THE STATE OF NEW YO RK , WITHOUT REGARD T O CONFLI C T OF LAWS PRINCIPL E S THEREOF (OTHER THAN SEC T ION 5-1401 OF THE N E W YORK GENERAL OBLIGATIONS LAW).

Section 8.6. Counterpart s . This Guarantee may be executed in one or m o re counterparts, each of which shall be an original, but all of which taken together shall c onstitute one and the same instrument.

Section 8.7 Separabilit y . In case one or m or e of the provisions contained in this Guarant e e shall for any reason be held to be invalid, illegal or un e nforceable in any respect, such invalidity, illegality or unenforceability shall not affect a n y other provisions of this Guarantee, b u t this Guarantee shall b e construed as if such invalid or illegal or unenforceable provision had never been contained h e rein.

Signa t ures appear on the fo llowing page

15 131 2 811 .1CSB Bancshares, In c./Guarantee Ag r e e m ent

THIS GUARANTEE is executed as of the day and year first above written

		CSB BANCSHARES, INC, as Guarantor

		By:	/s/ Thomas B. Walsh
			Name: Thomas B. Walsh
			Title: Chairman

		WILMINGTON TRUST COMPANY, as Guarantee Trustee

		By:

		Name:
		Title:

THIS GUARANTEE is executed as of the day and year first above written

		CSB BANCSHARES, INC, as Guarantor

		By:
			Name:
			Title:

		WILMINGTON TRUST COMPANY, as Guarantee Trustee

		By:	/s/ Christopher J. Monigle

		Name:	Christopher J. Monigle
		Title:	Vice President

1312811 I

CSB Bancshares, Inc /Guarantee Agreement

Exhibit 4.8

CSB BANCSHARES, INC., as Issu e r

IND E NT UR E

Dated as of August 17, 2 006

WILM I NG T ON T R UST COMP A NY, as Trustee

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

131 2 808.1CSB Bancshares, Inc./Indenture

TAB L E OF CONTENTS

			Page

ARTICLE I. DEFINITIONS			1

	Section 1.1.	Definitions.	1

ARTICLE II. DEBENTURES			8

	Section 2.1.	Authentication and Dating.	8
	Section 2.2.	Form of Trustee’s Certificate of Authentication.	8
	Section 2.3.	Form and Denomination of Debentures.	9
	Section 2.4.	Execution of Debentures.	9
	Section 2.5.	Exchange and Registration of Transfer of Debentures.	9
	Section 2.6.	Mutilated, Destroyed, Lost or Stolen Debentures.	11
	Section 2.7.	Temporary Debentures.	12
	Section 2.8.	Payment of Interest and Additional Interest.	12
	Section 2.9.	Cancellation of Debentures Paid, etc.	13
	Section 2.10.	Computation of Interest.	14
	Section 2.11.	Extension of Interest Payment Period.	15
	Section 2.12.	CUSIP Numbers.	15

ARTICLE III. PARTICULAR COVENANTS OF THE COMPANY.			16

	Section 3.1.	Payment of Principal, Premium and Interest; Agreed Treatment of the Debentures	16
	Section 3.2.	Offices for Notices and Payments, etc.	17
	Section 3.3.	Appointments to Fill Vacancies in Trustee’s Office.	17
	Section 3.4.	Provision as to Paying Agent.	17
	Section 3.5.	Certificate to Trustee.	18
	Section 3.6.	Additional Sums.	18
	Section 3.7.	Compliance with Consolidation Provisions.	19
	Section 3.8.	Limitation on Dividends.	19
	Section 3.9.	Covenants as to the Trust.	19
	Section 3.10.	Additional Junior Indebtedness.	20

ARTICLE IV. SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE			20

	Section 4.1.	Securityholders’ Lists.	20
	Section 4.2.	Preservation and Disclosure of Lists.	20

ARTICLE V. REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT			21

	Section 5.1.	Events of Default.	21
	Section 5.2.	Payment of Debentures on Default; Suit Therefor.	23
	Section 5.3.	Application of Moneys Collected by Trustee.	24
	Section 5.4.	Proceedings by Securityholders.	24
	Section 5.5.	Proceedings by Trustee.	25
	Section 5.6.	Remedies Cumulative and Continuing; Delay or Omission Not a Waiver.	25

131 2 808.1CSB Bancshares, Inc./Indenture


	Section 5.7.	Direction of Proceedings and Waiver of Defaults by Majority of Securityholders.	25
	Section 5.8.	Notice of Defaults.	26
	Section 5.9.	Undertaking to Pay Costs.	26

ARTICLE VI. CONCERNING THE TRUSTEE			26

	Section 6.1.	Duties and Responsibilities of Trustee.	26
	Section 6.2.	Reliance on Documents, Opinions, etc.	27
	Section 6.3.	No Responsibility for Recitals, etc.	28
	Section 6.4.	Trustee, Authenticating Agent, Paying Agents, Transfer Agents or Registrar May Own Debentures	28
	Section 6.5.	Moneys to be Held in Trust.	29
	Section 6.6.	Compensation and Expenses of Trustee.	29
	Section 6.7.	Officers’ Certificate as Evidence.	29
	Section 6.8.	Eligibility of Trustee.	30
	Section 6.9.	Resignation or Removal of Trustee	30
	Section 6.10.	Acceptance by Successor Trustee.	31
	Section 6.11.	Succession by Merger, etc.	32
	Section 6.12.	Authenticating Agents.	32

ARTICLE VII. CONCERNING THE SECURITYHOLDERS			33

	Section 7.1.	Action by Securityholders.	33
	Section 7.2.	Proof of Execution by Securityholders.	33
	Section 7.3.	Who Are Deemed Absolute Owners	34
	Section 7.4.	Debentures Owned by Company Deemed Not Outstanding.	34
	Section 7.5.	Revocation of Consents; Future Holders Bound.	34

ARTICLE VIII. SECURITYHOLDERS’ MEETINGS .			34

	Section 8.1.	Purposes of Meetings.	34
	Section 8.2.	Call of Meetings by Trustee	35
	Section 8.3.	Call of Meetings by Company or Securityholders	35
	Section 8.4.	Qualifications for Voting.	35
	Section 8.5.	Regulations.	35
	Section 8.6.	Voting.	36
	Section 8.7.	Quorum; Actions	36

ARTICLE IX. SUPPLEMENTAL INDENTURES			37

	Section 9.1.	Supplemental Indentures without Consent of Securityholders.	37
	Section 9.2.	Supplemental Indentures with Consent of Securityholders.	38
	Section 9.3.	Effect of Supplemental Indentures	39
	Section 9.4.	Notation on Debentures.	39
	Section 9.5.	Evidence of Compliance of Supplemental Indenture to be Furnished to Trustee.	39

ARTICLE X. REDEMPTION OF SECURITIES			39

	Section 10.1.	Optional Redemption.	39
	Section 10.2.	Special Event Redemption.	39
	Section 10.3.	Notice of Redemption; Selection of Debentures.	40
	Section 10.4.	Payment of Debentures Called for Redemption.	40

131 2 808.1CSB Bancshares, Inc./Indenture


ARTICLE XI. CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE			40

	Section 11.1.	Company May Consolidate, etc., on Certain Terms.	41
	Section 11.2.	Successor Entity to be Substituted.	41
	Section 11.3.	Opinion of Counsel to be Given to Trustee.	41

ARTICLE XII. SATISFACTION AND DISCHARGE OF INDENTURE			41

	Section 12.1.	Discharge of Indenture	41
	Section 12.2.	Deposited Moneys to be Held in Trust by Trustee.	42
	Section 12.3.	Paying Agent to Repay Moneys Held	42
	Section 12.4.	Return of Unclaimed Moneys.	42

ARTICLE XIII. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS			43

	Section 13.1.	Indenture and Debentures Solely Corporate Obligations.	43

ARTICLE XIV. MISCELLANEOUS PROVISIONS			43

	Section 14.1.	Successors.	43
	Section 14.2.	Official Acts by Successor Entity.	43
	Section 14.3.	Surrender of Company Powers.	43
	Section 14.4.	Addresses for Notices, etc.	43
	Section 14.5.	Governing Law.	43
	Section 14.6.	Evidence of Compliance with Conditions Precedent	44
	Section 14.7.	Table of Contents, Headings, etc.	44
	Section 14.8.	Execution in Counterparts.	44
	Section 14.9.	Separability.	44
	Section 14.10.	Assignment	44
	Section 14.11.	Acknowledgment of Rights.	44

ARTICLE XV. SUBORDINATION OF DEBENTURES			45

	Section 15.1.	Agreement to Subordinate.	45
	Section 15.2.	Default on Senior Indebtedness.	45
	Section 15.3.	Liquidation, Dissolution, Bankruptcy	45
	Section 15.4.	Subrogation.	46
	Section 15.5.	Trustee to Effectuate Subordination.	47
	Section 15.6.	Notice by the Company.	47
	Section 15.7.	Rights of the Trustee; Holders of Senior Indebtedness	48
	Section 15.8.	Subordination May Not Be Impaired	48

Exhibit A	Form of Floating Rate Junior Subordinated Deferrable Interest Debenture
Exhibit B	Form of Certificate to Trustee

iii

1 131 2 808 .1CSB Bancshares, Inc./Indenture

THIS INDENTURE, dated as of August 17, 2 0 06, between CSB Bancshares, Inc., an O k lahoma corporation ( the “ C o m pa n y ”), and Wil m ington Trust C o m p a n y, a Delaware banking corporatio n , as debenture trustee (the “ Tr u stee ”).

WITNESSETH:

WHEREAS, for its lawful corporate purposes, the C o m p any has duly authorized the issuan c e of its Floating Rate Junior Subo r din a ted Deferrable Interest Deb e ntures due 2036 (t h e “ Debentures ”) under this Indenture to provide, a m ong other t h i n gs, for the e x ec u tion and authentication, delivery a n d a d m inistration thereof, and the Co m p any has duly authorized the execution of th i s Indenture; and

WHEREAS, all acts and things neces s a r y to make this Indenture a valid agre e ment according to its ter m s, have b een done and performed;

NOW, THE R EFORE, This Indenture Witnesseth:

In consideration of the pr e m i s es, and the purc h ase of the Debentures by the holders thereof, the C o m p any covenants and agrees with the Trustee for t h e equal a nd p r oport i onate benefit of the respective holders from time to t i m e of the Debentures as follows:

ART I CLE I. DEFI N IT I ONS

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

“ Ac c ele r ation Event of D e fault ” m e ans an Event of Default under Section 5.1(a), (d), (e) or (f), whatever the reason for such Ac c elerat i on Event of D e fault and whether it shall be volunt a ry or in v o lun t ary or be effected b y o p eration of law or p u rsuant to a n y j udg m ent, decree or order of any c ou rt or a n y ord e r, rule or regul a tion of a n y a d ministrative or govern m ental bo d y .

“ Additional I n terest ” has th e meaning set forth in S e ction 2.11.

“ Additional J unior I ndebt e dness ” m e ans, without d u plication and other t h an t h e Debentures, a n y indebtedness, liabilities or obligations of the Co m p an y , or any Subsidiary of the Co m p any, under debt securities (or guarantees in respect of debt securities) initially issued after the date of this In d enture to any trust, or a trustee of a trust, partnership or other e n ti t y affiliated with the Co m p any that is, directly or indirectly, a finance subsidiary (as such term is def i ned in Rule 3a-5 under the Invest m ent C o m p any Act of

1940) or o t her financing v ehicle of the C o m p any or any Subsidia r y of the Co m p a n y in c o n n ection with t h e issuance by that entity of preferred securities or other securities th at are eligible to qualify for Tier 1 capital trea t ment (or its then equivalent) for purposes of the c apital adequacy guidelines of the Federal Reserve, as then in effect and applicable to the C o m p any (or, if the C o m p a n y is not a bank hold i ng co m p an y , such guidelines applied to the Co m p any as if the C o m p any were subject to such gui d elines); provided , howeve r , that the inability of the Co m p any to treat all or any portion of the Additional Junior Indebtedness as Tier 1 capital shall not disqualify it as Ad d itional Junior Indebtedness if such inability results from the C o m p any having cu m u lative prefer r ed stock, m inority intere s ts in consolidated subsidiaries, or any other class of

2 131 2 808 .1CSB Bancshares, Inc./Indenture

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

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

“ Affiliat e ” has the same meaning as g iven to that t erm in Rule 405 of t h e S ecurities Act or any successor rule thereunder.

“ Authenticating Agent ” means any agent or agents of the Trustee which at the t i m e shall be appointed a n d acting pur s u ant to Secti o n 6. 1 2 .

debtors.

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

“ Board of D i rectors ” means the board of directors or the execut i ve committee or any o t her du l y authorized designated officers of the Co m p an y .

“ Board Resolution ” m e ans a copy of a r e solution certified by the Sec r eta r y or an Assista n t Secretary of the C o m p any to have been du l y adopted b y the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Trustee.

“ Business D a y ” m e ans any day o t her than a Saturda y , Sund a y or a n y other d a y on which banki n g institutions i n New York City or Wil m ington, Delaware are per m it t ed or requir e d by any app l icable law o r executive order to close.

“ Capital Sec u rities ” means undiv i ded beneficial interests in the assets of the Trust which rank pari passu with C o m m on Securities issued by the Trust; provided , howeve r , t h at upon the occurrence and continuance of an Event o f Default (as defined in th e Declaration), the rights o f holders of s u ch Com m on Securities to pa y m ent in respect of distributions and pa y m ents upon liqu i dati o n, rede m p tion and otherwise are subordinated to the rights of holders of such Capital Securities.

“ Capital Securities Guarante e ” means the guarantee agre e ment th at the C o m p any enters in t o with Wil m ington Trust C o m p a n y , as guara n tee trustee, o r oth e r Pers o n s that opera t es directly or indirectly for the benefit of holders of Capital Securities of the Trust.

“ Capital T re a t m ent Even t ” means the receipt by the C o m p any and the Tru s t of an opinion of counsel experienced in su c h matters to the effect that, as a result of the occurre n ce of any a mendment to, or change (incl u ding a n y an n ounced pros p ective change) in, the laws, rules or regulations of the United States or any p o li t ical subdivision thereof or therein, or as the result of any official or a d m inistrative pron o uncement or acti o n or decision interpreting or app l ying such laws, rules or re g u lations, wh i ch a m en d ment or change is effective or w h ich pron o unce m ent, action or decision is announced on or after the date of original issuance of the Debentures, there is more than an in substantial risk that the Co m p any will not, within 90 da y s of th e date of such opin i on, be entitled to treat an am o unt equal to the aggregate liquidation a m ount of the Capital Securities as “Tier 1 C a pital” (or its then equivalent) for purposes of the capital adequacy guidelines of the Fed e ral Re s erve, as then in ef f ect and applicable to the C o m p any (or if the C o m p any is not a b ank holding company or is otherwise not subject to the F ederal R es e rve ’ s risk-based capital adeq u acy guidelin e s, such guidelines applied to the C o m p any as if the C o m p any were subject to such guideli n es); provide d , however , that the inabili t y of the Co m p any t o tr e at all or any portion of th e liquidation a m ount of the Capital Securities as Tier l Capital shall not constitute the basis for a Capital Trea t ment Event, if such i n abili t y resu l ts from the Co m p any hav i ng cu m u lative preferred stock, m inority interests in c onsolidated subsidiaries, or any other c l ass of securi t y or interest which the F e deral R e serve or

3 131 2 808 .1CSB Bancshares, Inc./Indenture

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

“ Certifi c at e ” means a cert i ficate signed by any one of t h e principal executive officer, the principal financial officer or the principal accounting officer of the Co m p a n y.

“ C o m m on Securitie s ” means undiv i ded beneficial interests in the asse t s of the Trust which rank pari passu with Capital Securities issued by the Trust; provided , howeve r , that upon the o ccurrence and continuance of an Event o f Default (as defined in th e Declaration), the rights o f holders of s u ch Com m on Securities to pa y m ent in respect of distributions and pa y m ents upon liqu i dati o n, rede m p tion and otherwise are subordinated to the rights of holders of such Capital Securities.

“ C o m pan y ” means CSB Bancshar e s, In c., an Oklahoma c o rporation, a n d, s u b j ect to the p ro v isions of Article XI, shall include its succe s sors and assigns.

“ Coupon Ra te ” has the m e aning set forth in Section 2.8.

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

“ Dec l aratio n ” m e ans the A mended and Resta t ed D ec laration of Trust of the Trust, as a men d ed or supplemented from time to time.

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

“ De f aulted Interest ” has the m e aning set forth in Section 2 . 8. “ Dete r minat i on Dat e ” has the meaning set forth in S e ction 2.10.

“ Distribution Period ” mea n s (i) with respect to interest paid on the first Interest Pa y m ent Da t e, the period begi nn ing o n (and i n cluding) the date of orig i n al issuance and ending on (but excluding) the Intere s t Pa y m ent Da t e in Dec e m b e r 2006 and (ii) thereafter, with respect t o interest paid on each su c cessive Inte re st Pa y m ent Da t e, the period beginning on (and including) t h e preceding Interest P a y m ent Date a nd ending on (but excluding) such current Interest Pa y m ent Date.

“ Event of Default ” m eans any event specified in Section 5 . 1 , co n tinued for the period of t i me, if an y , and after the giv i ng of the notice, if an y , therein designated.

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

“ Federal R es erve ” m e ans the Board of Governors of the F e deral Reserve S y st e m , or its designated district bank, as applicable, and any suc c essor federal agency t h at is pri m arily responsible for r egulating the activities of bank ho l ding c o m p anies.

“ Indenture ” means this instr u m ent as original l y execut e d or, if amended or supple m ented as herein provide d , as so amended or supple m ented, or b o th.

“ Institutional Truste e ” has th e meaning set forth in the Decla r ation.

4 131 2 808 .1CSB Bancshares, Inc./Indenture

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

200 6 .

“ Interest Ra te ” m eans for the Distributi o n Period beg i nning on (a n d includ i ng) t h e date of or i g inal issuance and ending on ( b ut excludi n g ) the Interest Pa y m ent Date in Dece m b er 2006 the rate per annum of

7.23%, and for each Distribution Period beginning on or after the Interest Pa y ment Date in Dec e m b er 2006,

the Coup o n R ate for such Distribution Period.

“ Inves t m ent C o m p any Event ” m e ans th e receipt by the C o m p any and the Trust of an opinion of counsel experienced in such matters to the effect that, as a result of the occurrence of a change in law or regulation or written change (includ i ng any announc e d prospective change) in interpretation or applicati o n of law or re g u lation b y a n y legislative bo d y, court, govern m ental agency or r e gulato r y au th ori t y , t h ere is m o re than an insubstantial risk that the Trust is o r , within 90 da y s of the date of such o p inion will be considered an “invest m e n t co m p an y ” t h at is requir e d to be regis t ered under t h e Invest m ent C o m p any Act of 194 0 , as amended which change or prospective c h ange bec o m e s effecti v e or would become effective, as the case may be, on or after the date of the issuance of the Debentures.

“ Liquidation A m oun t ” m e ans the stated a m ount of $1 ,000 . 00 per Trust Securit y . “ Maturity Dat e ” m e ans Septe m ber 15, 2 036.

“ Officers’ Certificat e ” means a certi f icate signed by the Chai r m an of the Board, the Chi e f Executive Officer, the Vi c e Chai r m an, th e President, any Manag in g Director or any Vice President, and b y the Treasure r , an Ass i sta n t Treasurer, the C o m p troller, an A s si s tant C o m p troller, the Sec r etary or an Assis t ant Se c retary of the C o m p an y , and delivered to the Truste e . Each such certifica t e s h all include t h e statements provided f o r in Section 14.6 i f and to t h e extent required b y the provi s ions of such Section.

“ Opinion of Counsel ” means an opinion in writing signed by legal counsel, who m ay be an e m plo y ee of or counsel to the Co m p a n y, or m ay be other couns e l reasonably satisfactory t o the Trustee. Each such opinion shall include the stat e m ents provided for in Section 14 . 6 if and to t h e extent required b y the provisions of such Section.

“ OTS ” mea n s the Offi c e of Thrift Supervision and any successor federal ag en cy that is pr i m arily responsible for regulating the activities of savings and loan hold in g co m p anies.

The term “ outstanding ,” when used wi t h referen c e t o Debenture s , m e ans, subject to the pr o v isions of Section 7 . 4, as of any particular time, all Deben t ures authenticated and delivered by the Trustee or the Authenticating Agent under this Indenture, except:

(a) Debentures th eretofore c a nceled by the Trustee or t h e Authentica t ing Agent or delivered to the Trustee for cancellation;

(b) Debentures, or portions t h ereof, for the pa y m ent or rede m p tion of which m o ne y s in the necessary amount shall have been deposit e d in trust with the Trustee or with any p a y ing agent (other than the Co m p an y ) or shall have been set as i de and segr e gated in trust by t h e Com p any (if the C o m p any sh a ll act as its own p a y ing ag e n t); prov i de d , howeve r , that, if such Debentures, or portions th e reof, are to be rede e med prior to m aturi t y thereof, notice of such rede m p tion shall have b een given as prov i ded i n Section 10.3 or provis i on s atisfactory to the Trustee shall have been m ade for giving such no t ice; and

5 131 2 808 .1CSB Bancshares, Inc./Indenture

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

“ Perso n ” m e ans any individual, corpo r ation, li m ited li a bili t y compan y , partnership, joint venture, association, joint-stock co m p an y , t r ust, unincorpor a ted org a nization or government or any agen c y or political subdivision thereof.

“ Prede c essor Securit y ” of any particular Debenture means e v ery previous Debenture evidencing all or a portion of the s a me debt as that evidenced by such partic u lar D ebenture; and, for p u rposes of this definition, a n y Debenture authenticated and delivered u n d e r Section 2 . 6 in lieu of a lost, des t r o y ed or st o len Debenture shall be de e m ed to evidence the s a me d e bt as the lost, destro y ed or stolen Debenture.

“ Principal Office of the Trustee ,” or other s i m ilar t e r m , m e ans the office of the Trustee, at wh ich at any particular ti m e its co r porate trust business shall be principally ad m inister ed , which at the ti m e of the execution of this Indent u re shall be Rodn e y S qua re North, 1100 North Market Street, Wil m ington, Delaware 19890- 1 600, Attention: Cor p orate Trust Ad m inistratio n .

“ Red e m ption Dat e ” h a s the meaning set forth in Section 10.1.

“ Rede m ption Pric e ” mea n s 100% of t h e principal a m ount of the Debentures being redee m ed, plus accrued and unpaid inter e st (including any Addit i onal Interest) on such Debentures to the Redemption Date.

“ Responsible Officer ” me an s, with respect to the Tru s tee, any officer within the Principal Office of the Trustee, including any vice-president, any assistant vice - president, any secretar y , any assistant secre t ar y , the treasurer, any assistant treasurer, any trust o fficer or other officer of the Principal Trust Off i c e of the Trustee cust o marily perfor m ing functions si m i l a r to those p erfor m ed by any of the above designated officers and a lso means, w i th respect to a particular corporate trust matter, any other officer to whom such matter is r ef e rred because of that officer ’ s knowledge of and fa m il i arity with the particular subject.

“ Securities Ac t ” means the Securities Act of 1933, as am e nded from t i me to t i me or any successor legislation.

“ Securit y holder ,” “holder of Debentures,” or other similar te r m s, m e ans any Person in whose n a me at the ti m e a particular D e benture is registered on the register kept by the Co m p any or the Trustee for that purpose in a c cordance wi t h the terms hereof.

“ Senior Indebtedness ” m e ans, with re sp ect to the Co m p an y , ( i ) t h e principal, pre m i u m , if an y , and interest in r e spect of (A) indebtedness of t h e Co m p any for a ll borrowed and purchased m oney and (B) indebtedness evidenced by securities, debentures, notes, bonds or other s i milar instr u ments issued b y the C o m p any; (ii) all capi t al lease obligations of the C o m p an y ; (iii) all obligations of the Co m p any issued or ass u m ed as the deferred purchase price of property, all condit i onal sale obligations of the C o m p any and all obligations of the C o mpany under any title retention agreement; (iv) a ll obligations of the C o m p any for the re i m burse m ent of any letter of credit, any b a nker ’ s acceptance, any secur i ty purchase facilit y , any repurchase ag re e m ent or s i m ilar a r ra n ge m ent, any int e rest rate s wap, any other hedging arrang e m ent, a n y obligation under options or any si m ilar credit or o t her transaction; (v) all obligations of the Co m p any associa t ed with derivative products such as inte r est and foreign exchange rate contrac t s, c o m m odi t y contracts, and si m ilar ar r ang e m ents; (vi) all obligat i ons of the type referred to in clauses (i) through (v) above of o th e r Persons for the p a y m ent of which the C o m p any is r esponsible or liable as obl i gor, g u arant o r or o t herwise including, wi t hout li m itati o n, si m ilar obligations arising from off-balance sheet guarantees and

6 131 2 808 .1CSB Bancshares, Inc./Indenture

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

Event.

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

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

“ Special Re d e m p tion Pric e ” means the price set fo rth in t h e following table for any Special Rede m p tion Date that occurs on the date indicated b el o w (or if su ch day is not a Busin e ss Da y , then the next succeeding Business Da y ), expressed as the percentage of th e principal a m ount of the Debentures being redeemed:


Month in which Special Red e mption Date O c curs	Special Redemption Price
December 2006	104 . 625%
March 2007	104 . 300%
June 2007	104 . 000%
Septe m ber 2007	103 . 650%
December 2007	103 . 350%
March 2008	103 . 000%
June 2008	102 . 700%
Septe m ber 2008	102 . 350%
December 2008	102 . 050%
March 2009	101 . 700%
June 2009	101 . 400%

7 131 2 808 .1CSB Bancshares, Inc./Indenture


Septe m ber 2009	101 . 050%
December 2009	100 . 750%
March 2010	100 . 450%
June 2010	100 . 200%
Septe m ber 2010 and t h ereafter	100 . 000%

plus, in each case, a c c r ued and unpaid interest (including any Addit i on a l Interest) on such

Debentures to the Special Rede m p tion Date.

“ Subsidiar y ” m eans with respect to a n y Person, (i) a n y corpor a tion at least a m ajority of the outstandi n g voting stock of which is owned, directly or indirectl y , b y such Person or b y one or m o re of its Subsidiaries, or b y such P erson and o n e or m o re of its Subsidiaries, (ii) any general partnership, joint venture or similar entit y , at least a ma jo rity of the o u tstanding partnership or simil a r interes t s of which shall at the time b e owned by such Person, or by o n e or m ore of its S ubsidiaries, or by such Person and one or m o re of its S ubsidiaries and (iii) a n y limited partnership of which such P e rson or any of its Subsidiaries is a general partner. For the p u rposes of this definition, “ voting stock” m e ans shares, interests, participations o r other equiva l ents in the equi t y interest (however designated) in s u ch Person having ordina r y voti n g pow e r for the election of a m ajo r ity of the directors (or the e quivalent) of such Person, other than s h ares, interests, participations or other equ i valents havi n g such power on l y b y reason of the occurrence of a contingen c y .

“ Tax Event ” means the r ec eipt by the Co m p any and the Trust of an opini o n of counsel experienced in such m atters to the effect tha t , as a result of a n y amen d m ent to or cha ng e (including any anno u nced prospective change) in the laws or any regulations thereunder of the United States or any po l itical subdivisi o n or taxi n g a u thori t y the r eof or t h erein, or as a result of any official ad m inistrative pron o uncement (incl u ding a n y private letter ruling, technical advice m e m o randu m , field service advice, regulato r y p r ocedure, not i ce or annou n cement, includ i ng a n y n o t i ce or annou n cement of intent to adopt such proced u res or regulations) (an “ Ad m inistrative Actio n ”) or judicial decision interpret i ng or app l ying such laws or regulations, regardless of whether such A d m inist r at i ve Action or judicial decision is issued to or in connection with a proceeding involving the Co m p any or the Trust and whether or not subject to review or appeal, which a men d m ent, c l arification, ch ange, A d m i nistrative Ac t ion or decision is enacte d , pro m ulgated or announced, in each case on or after the d a te of original issuance of the Debentures, there is m o re than an insubstantial risk that: (i) the Trust is, or will be wi th in 90 d a y s of the date of such opinion, subject to U n ited States fe deral inc o m e tax with res p ect to inc o m e received or a ccrued on the Debentures; (ii) interest pa y able b y t h e C o m p any on the Debentures is not, or within 90 d a y s of the date of such opinion, will not be, deductible by the C o m p an y , in w hole or in part, for United States federal inco m e t ax purposes; or (iii) the Trust is, or will be within 90 d a y s of the date of such opinion, subject to m o re than a de m inimis a m ount of ot h er taxes, duties or other g ov er n m ental c h arges.

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

“ Trust ” shall m e an CSB Bancshar e s S tatutory Tru s t I, a Del a w a re statutory trust, or any other s i m ilar trust created for th e purpose of issuing Capital Securi t ies in connection with the issua n ce o f Debentures under this Ind e nture, of whi c h the Co m p a n y is the sp on sor.

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

“ Trustee ” means Wil m ington Trust C o m p an y , a n d, subject to the provisions o f Article VI h ereof, shall also include its successors and assigns as Trustee hereunder.

ARTICLE II. DEB E NTURES

Section 2.1. Authenticat i on and Datin g . Up o n t h e execution and delive r y o f this Indent u re, or from time to time thereafter, Deb e nt u res in an aggregate principal a m ount not in excess of $5, 1 55, 0 00 .0 0 may be executed and delivered by the C o m p any to the Trustee for authentication, and the Trustee, upon receipt of a written au th entication order fr o m t h e C o m p an y , shall there u pon authent i cate and m a ke available for delivery said Debentures to or upon the w r itten order of the Co m p an y , signed by its Chairman of the Board of Director s , Chief Exe c utive Officer, Vice Chai r man, the Pr e sident, one of its Manag i ng Directors or one of its Vice Presidents without any fur t her action by the C o m p a n y hereund e r. Notwithstanding a n y t hing to the contra r y contained h er e in, the Trustee shall be fully protected in rel y ing upon the afore m entioned authentication order and w r itten order in au t h enticating and d e livering sa i d Debentures. In authenticating such Debentures, a n d accepting the additional responsibilities under this Indenture in relation to such Debentures, the Trustee shall be entitled to receive, and (subject to Section 6.1) s h all be ful l y p rotected in rel y i ng up o n:

(a) a copy of a n y Board Resolution or Board Resolutions relating thereto and, if a p plicable, an appropriate record of any action tak e n pursuant to s u ch resolution, in each ca s e certified by the Secretary or an Assis t ant Secretary of the Co m p an y , as the ca s e may be; and

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

(1) that such Debentures, w h en authenticated and deli v ered by the Trustee and issued by the C o m p any in each case in th e m anner and subject to any condit i ons specified in such Opinion of Coun s el, will constitute v a lid and legal l y binding obligat i ons of the C o m p an y , s u bject to or li m ited by a p plicable bankrupt c y , ins o lvency, reorganization, conservatorship, receivership, m o ratorium and other statutory or decisional laws relating to or affecting creditors’ rights or the reorg a nization of financial institutions ( i ncluding, without li m itation, preference and fra u dulent conv e y ance or transfer laws), h eretofore or hereafter en a cted or in effect, affect i ng the rights of c r editors generall y ; a n d

(2) that all laws and requirements in respect of the exe c ution and delivery by the Co m p any of the Debentures have been co m p li e d with and that authentication and delivery of the Debentures by the Trust e e will not violate the terms of this Inden t ure.

The Trustee shall have t h e right to decline to authenticate and d eliver any Debentures under this Section if the Trustee, being advised in writing b y c o unsel, dete r mines that such action may not lawfully be taken or if a Responsible Officer of the Trustee in go od faith shall deter m ine that such action would ex p o se the Trustee to personal liabili t y to exist i ng ho l ders.

The definitive Debentures shall be t y ped, printed, l ithographed or engraved on steel engraved borders or may be pro d uced in any other m anner, all a s d e te r m ined by the officers executing such Debentures, a s evidenced by their execution of such D ebentures.

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

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

B y Authorized S i gner

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

$10 0 ,0 0 0 .00 shall be deemed to be v o id and of no l e gal effect whatsoever. A n y such pur p o rted transferee shall be deemed not to b e a holder of such Debentures for a n y purpose, inc l udin g , b u t no t li m ited to the receipt of payments on such Debentures, and such purpo r ted transferee shall be de e m ed to have no interest whatsoever in such Debentures. The Debentures shall be nu m bered, lettered, or otherwise distinguished i n such manner or in accordance with such plans as the officers ex e cut i ng the same may dete r m ine with the approval of the Trustee as evidenced by the execution and authentication thereof.

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

In case any officer of the C o m p any who shall have signed any of the Debentures shall c e ase to be such officer b efore the De b entures so signed shall have been authenticated and d elivered by the Trustee or the Authenticating Agent, or disposed of by t h e C o m p an y , such Deben t ures nevertheless may be authenticated and delivered or dispos e d of as tho u gh the Person who sign e d such Debentures had n o t cea s ed to be such officer o f the C o m p a ny ; and any D ebenture m ay be signed on behalf of the C o m p any by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the C o m p an y , al t hou g h at the date of the execution of th i s Indenture a n y such pers o n was not such an officer.

Every Deben t ure shall be dated the date of its authent i cation.

Section 2.5. Exchange a nd Registration of Tra n sfer of Debentures . The Co m p any shall cause to be kept, at the office or ag en cy m aintained for the p u rpose of registration of transfer and for exchange as prov i ded i n Section 3 . 2, a register (the “ Debenture Register ”) for the Debentures issu e d hereunder in which, subject to such reasonable regulations as it may prescribe, the Co m p any shall provide for the registration and transfer of all Debentures as in this Article II provided. The Debenture Register shall be in written form or in any other form capable of being converted into written form within a reasonable time.

Debentures to be exchan g ed may be surrendered at the Principal Office of the Trustee or at any office or agency to be m a intained by the Co m p any for s u ch p u r p ose as provi d ed in Section 3.2, a n d t h e C o m p any sh a ll execute, the C o m p any or the Trustee shall regist e r and the Trustee or the Au thenticating Agent shall authenticate and m ake ava i lable for delivery i n exchange therefor the Debenture or Debentures which the Securityholder making the e x change shall be entitled to receive. Upon due p r esen t ment for

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

All Debentu r es pre s ented for registra t ion of transfer or for exchange or pa y m ent shall (if so required b y the C o m p any or t h e Trustee or the Authenticating Agent) b e duly e n do r sed b y , or b e acc o m p anied by a written instrument or instruments of transfer in form satis f ac t ory to the Co m p any and the Trustee or the Authenticating Agent d u l y executed b y the holder or his attorn e y du l y au t hori z ed in writing.

No service charge shall be made for any exchange or registration o f transfer of Debentures, but the C o m p any or the Trustee may requi r e pa y m ent of a sum sufficient to c o ver a n y tax, fee or oth e r govern m ental charge that may be i m posed in connection therewit h .

The Co m p a n y or the Trustee shall not be required to exchange or register a transfer of any

Debenture for a period of 15 d a y s next preceding t h e date of select i on of Debentures for rede m p tion.

Notwithstanding a n ythi n g herein to t h e contrar y , Debentures may not be transferred ex cept in c o m p liance with the restricted securi t ies legend set forth below, unless otherwise det er m ined by the C o m p an y , upon the advice of counsel expert in sec u rities law, in accordance wi t h applicable law:

THIS SEC U RITY IS N O T A SAVI N GS ACC OU NT OR DE P OSIT AND I T IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUD I NG THE FEDERAL DEPOSIT INSURANCE CORPORATION.

UNDER TH E SECURI T IES ACT THAT IS A CQUIR I NG THIS SECURITY F O R ITS O W N ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTI T UTIONAL ACCREDIT E D INVESTOR, FOR INVE S TMENT PURPOSES AND NOT W ITH A VI E W TO, OR FOR OFFER OR SALE IN CONN E CT I ON WITH, ANY DIS T RIBUTI O N IN VIOLA T ION OF T H E SECURITIES ACT, OR (F) PURSU A NT TO A NY OTH E R AVAI L A B LE EXEMPTION FR O M THE REGISTRAT IO N REQUIRE M ENTS OF T HE SEC U R I TIES ACT, S UBJECT TO THE C OMPANY ’ S RI G HT PRI O R T O ANY SUCH OFFER, SA LE OR TRANSFER TO REQU I RE T HE DELIV E RY OF AN OPINION OF

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

THE HOLDER OF THIS SECURI T Y BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND W ARRANTS THAT IT I S NOT AN EMPLOY E E BENEFIT, INDIV I DUAL RETIREM E NT ACCOUNT OR O T HER PLAN OR ARRANGEMENT SUBJECT T O T ITLE I OF T HE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 197 4 , AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 198 6 , AS AMENDED (THE “CODE”) (EACH A “ P LAN”), OR AN ENTI T Y WHOSE UNDERLYING ASSETS INCLUDE “ P LAN ASSE T S” BY REA S ON OF ANY PLAN ’ S INVESTMENT IN THE ENTITY, AND NO PERSON INVEST I NG “PLAN ASSETS” OF ANY PLAN MAY ACQUI R E OR HOLD T HE SECURITIES OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS E L IGIBLE FOR EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPART M ENT OF LABOR PROHIBITED T RANSACTION CLASS EX E MPTION 96-23, 95 - 60, 91-38, 90 - 1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SE C URITY IS NOT PROHIBITED BY SECTION 406

OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLD I NG. ANY PURCHASER OR HOLDER OF THE SECURITIES OR ANY INT E REST THEREIN WILL BE DEEMED TO HAVE RE P RESENTED BY ITS PURCHASE AND HOLD I NG TH E R E OF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WI T HIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHI C H SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTH E R PERSON ACTING ON BEHALF OF AN EMPLOYEE BENE F IT PLAN OR PLAN, OR ANY OTH E R PERSON OR E NTI T Y USING THE ASS E TS OF ANY EMPLOYEE BENEFIT P L AN OR P L AN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION UND E R SECTION 406 OF ERISA OR SECTION 4975

OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATI V E EXEMPTION.

THIS SEC U RITY WILL BE ISSU E D A N D M A Y BE T RA NSFERRED ONLY I N B LOC K S HAVING AN AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000.00 AND MULTIPLES OF $1,000.00 IN EXCESS THEREOF. ANY ATTEMPTED TRANS F ER OF TH I S SECURITY IN A BLOCK HAVING AN AGG R EGATE PR I NCIPAL AMOUNT OF LESS THAN

$100,000.00 SHALL BE DEEMED T O BE VOID AND OF NO LEGAL EFFECT WHA T SOEVER.

THE HOLDER OF THIS SECURI T Y AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

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

The Trustee may authent i cate any such substit u ted Debenture and deliver the same upon t h e written request or author i zation of any officer of the C o m p an y . Upon the i s suance of any substituted Debenture, the C o m p any m ay require the pa y m ent of a s u m sufficient to cover any tax or other govern m ental charge that may be i m posed in relation thereto and any other expenses connected therewi t h.

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

Every substituted Debenture issued pursuant to the provisions of this Section 2.6 b y virtue of the fact that any such Debenture is destro y e d, lost or sto l en shall constitute an addit i onal contractual obligat i o n of the C o m p a n y , whether or not the destr o y ed, lost or stolen Debenture shall be found at a n y t i me, and shall be entitled t o all the b e nefits of th i s Indenture equally and proport i onately with any and all other Debentures du l y issued h e reunder. All Debentures shall be held and own e d upon the express condition that, to the e x tent per m it t ed by applic a b le law, the foregoing provisions are ex clusive with respect to the replacement or p a y m ent o f m u tilated, destro y ed, lost or stolen Debentures and shall preclude any and all other rights or re m edies notwithstand i ng a n y law o r statute existing or hereafter enacted to the contra r y with respect to the replace m ent or pa y m ent of negotiable instruments or other securities without their surrender.

Section 2.7. Te m porary Debentures . Pending the preparation of definit i ve Debentures, the C o m p any may execute and the Trustee shall aut h enticate and make avai l able for delivery te m porary Debentures that are t y p e d, printed or lithographe d . Te m porary Debentures shall be issuable in a n y authorized deno m ination, and substa n tially i n the form of the definitive Debentures in lieu of which they are i s sued but with such o m issions, insertions a nd variations as may be appropriate for te m porary Debentures, all as may be deter m ined by the Co m p a n y . Every such t e m porary Debenture shall be executed by the Co m p any and be authenticated by the Trus t ee upon the sa m e conditions and in substantially th e same manne r , and with the same effect, as the d e f i nitive Debentures. Without unreasonable delay the C o m p any wi l l execute and deliver to the Trustee or the Authenticating Agent definitive Debentures and thereupon a n y or all tempora r y Debentures m ay b e s u rrendered in exchan g e therefor, at the principal corporate trust office of the Trustee or at any office or agency m ain t ained by the C o m p any for such purpose as provided in Section 3 . 2, and t h e T rustee or the Authenticating Agent shall authenticate and make available for delivery in e x change for s u ch te m pora r y Debentures a like aggregate principal a m ount of such definitive Debentures. Such exchange shall be made by the Company at its own expense and without an y charge there f or except that in case of any such exchange involving a r e gistration of transfer the Co m p a n y may require pa y m ent of a s u m sufficient to cover a n y tax, fee or other governmental charge that may be i m posed in relation thereto. Until so exchanged, the te m porary Debentures shall in all respects be entitled to the sa m e benefits under this Indenture as definitive Debentures authenticated and delivered hereunder.

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

Each Debenture shall bear interest for the period b eg inning o n (a n d inclu d ing) t h e date of or i g inal issuance and ending on ( b ut exclud i ng) the Interest P a y m ent Date in Dece m b er 2006 at a rate per annum o f

7.23%, and shall bear int e rest for e ach succ e ssive Distribution Period begi n n ing o n or after the Interest Pa y m ent Date in Dece m b er 2006 at a rate per annum equal to the 3-M on th LIBOR, deter m ined a s described in Section 2.10, plus 1.82% (the “ Coupon Rat e ”), applied to the pri n cipal a m ount thereof, until the principal thereof bec o mes due and pa y able, and on any overdue principal and to the extent that pa y m ent

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

Any i n terest on any Debenture, includ i ng Additional I n terest, that is pa y able, but is not punctual l y paid or d u l y provided for, on a n y I n terest Pa y m ent D ate (herein c a lled “ Defaul t ed Interes t ”) shall forthwith cea s e to be pa y able to the registered holder on the relevant regular record date by virtue of having be e n such holder; and such Defaulted Int e rest shall be paid by the Company to the Persons in whose n a m e s s u ch Debentures (or their respective Pred e cessor Securities) are regis t ered at the close of business on a special record date for the pa y m ent of such Defaulted Interest, which s h all be fixed in the follow i ng m anner: the C o m p any shall noti f y the Trustee in w r iting at least 25 d a y s prior to the date o f the proposed pa y m ent of the a m ount of Defaulted In terest proposed to be paid on each such Debenture and the date of the propo s ed pa y m ent, and at the sa m e time the Co m p any shall d e posit with the Trustee an a m ount of m oney equal to the aggregate a m ount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory t o the Trustee for such deposit prior to the date of t h e proposed pa y m ent, such m oney when deposited to be held in t r ust for the benefit of the Persons entitled to such D efaulted Interest as in this clause provided. Thereupon the Trustee shall fix a spec i al record date for the pa y m ent of such Defaulted Interest which shall not be m o re than 15 nor less than 10 d a y s prior to the date of the proposed pa y m ent and not less than 10 d a y s after the receipt by the Trustee of the notice of the proposed pa y m ent. The Trustee shall pro m ptly notify the C o m p any of such special record date and, in the name and at the expense of t h e C o m p an y , shall cause notice of the proposed p a y m ent of such Defaulted Interest and the special record date therefor to be mailed, first class postage prepaid, to e ach Securit y holder at its address as it a ppears in the Debenture Register, not less than 10 da y s prior to such special record date. Notice of the proposed pa y m ent of su ch Default e d Interest a n d the special r ecord date th erefor having been m ail e d as afore s a i d, such Defaul t ed Interest shall be paid to the Persons in whose n a mes such De bentures (or their respecti v e Predecessor Securities) a r e registered on such special r ecord date and shall be no longer p a y ab l e.

The C o m p any m ay make pa y m ent of a n y Defaulted Interest on any Debentures in any o ther lawful manner after notice g i ven b y the Compa n y to the Trustee of t h e proposed p a y m ent m et h od; p r ovide d , however , the Trustee in its sole discretion deems such pa y m ent m ethod t o be pr a ctical.

Any interest (including Additional Int e rest) sch e duled to beco m e p a y able on a n Interest Pa y m ent Date occurring duri n g an Extension Period shall not be Defaulted Interest and shall be pa y able on s u ch other date as may be specified in the terms of such D ebentures.

The te r m “r e gular record date” as used in this Section shall m ean the close of business on the 15th

Business D ay preceding the applicable Interest Pa y ment Date.

Subject to the foregoing provisions of this Section, each Debenture delivered u nder this Indenture upon registra t ion of transf e r of or in exchange for or i n lieu of a n y other Debenture shall carry the rights t o interest a c crued and unpaid, and to accrue, t h at were carried by such other Debenture.

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

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

Trustee for c a ncellation.

Section 2.10. Computation of Interes t . The a m ount of interest pa y able for e ach Distribution Period will be calculated by app l y ing the Interest Rate to the principal a m ount outstanding at the c o mmencement of the Di s tributi o n Per i od on t h e b a sis of the ac t ual nu m ber of d a y s in the Distribution Period concerned divided b y 3 6 0. All percentages r esulting from any calculations on the Debentures wi l l be rounded, if necessar y , to the nearest one hund r ed-thousand t h of a percentage poin t , with five one- millionths of a percentage point r ounded upward (e.g., 9 . 876545% (or .09876545) being rounded t o

9.87655% (or .0987655), a nd all dollar a m ounts used in or resulting from such calculation will be rounded to the nearest cent (with o n e-half cent being r o unded u p ward)).

(a) “ 3-Month L I BOR ” m e ans the London i n terbank offered interest rate for three-month, U. S . dollar deposi t s deter m ined by the Trust e e in the foll o wing order of priori t y :

(1) the rate (expressed as a percentage per annu m ) for U.S. dollar deposits having a three- m onth maturity t h at appears on Telerate Pa g e 3750 as of 11:00 a. m . (Lond o n ti m e) on the related Determination Date (as d e fined below). “Telerate Page 3750” m e ans the display designated as “ P age 3750” on the Mone y l i n e Telerate Servi c e or such other page as may replace Page 3750 on that service or such other service or services as may be nominated by th e British Bankers’ Association as the information vendor f o r the purpose of displa y i n g Lond o n in t erbank offered rates for U.S. doll a r deposits;

(2) if such rate cannot be identified on the related Determination Date, the Trustee will request the p rincipal London offices of four lea d ing banks in the London i n terbank ma rk et to provide such banks’ offered quo t ations ( expressed as percentages p er annu m ) to prime banks in the Lond o n interbank market for U.S. dollar deposits h aving a three- m onth m aturity as of 11: 0 0 a. m . (London time) on such Dete r mination Date. If at least two q uotations are provided, 3 - Month LIBOR will be the arit h m etic m ean of s u ch quotations;

(3) if fewer than two such quotations are provided as requested in cla u se (2) above, the Trustee will request four major New York Ci t y b a nks to p r ovide such banks’ offered quotations (expressed as percentages per annu m ) t o leading E u ropean banks for loans in U.S. dollars as of

11:00 a. m . ( London time) on such Dete r m ination Date. If at least two such quotations are provided, 3 - Month LIB O R will be the arit h m etic mean of such quotations; and

(4) if fewer than two such q u otations a r e provided as requested in clause (3) above,

3-Month LIBOR will be a 3-Month L IBOR determi n ed with r espect to the Distribution Period i m m edia t ely preceding such current Distribution Period.

If the rate for U.S. dollar deposits having a three - m o nth maturity t h at initially a ppears on Te l era t e Page 3750 as of 11 : 00 a.m. (Lon d on t i me) on the related Determination Date is superseded on the Telerate Page 3750 b y a corrected rate by 1 2 :00 noon ( L on do n time) on such Determination Date, then the corrected rate as so substituted on the applica b le page will be t h e applicable 3-Mon t h L I BOR for such Deter m inat i on Date.

(b) The Interest Rate for any Distribution Period will at no ti m e be h igher than the m ax i m u m rate then permitted by New York law as the same may be m odified by United S tates law.

(c) “ Dete r minat i on Dat e ” m e ans the date that is two L ondon Bank i ng D a y s (i.e., a business day in which dealings in deposits in U . S. dollars are transac t ed in the London i n terbank ma rk et) preceding the particular Distribution Period for w h ich a Coupon Rate is being deter m ined.

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

(e) Subject to the corrective rights set forth above, all certificates, c o mmunications, opinions, dete r m inations, calculations, quotations and decisions given, expr e ssed, made or obtained for the purposes of the provisions relating to the pa y m e n t and calculat i on of interest on the Debentures and distributions on the Capital S ecurities by t h e Trustee or the Institution a l Trustee will (in the absence of willful default, bad faith and m a nifest error) b e final, conc l u sive and b i nding on the T rust, the Company and all of the holders of the Debentures and the Capital Sec u rities, and no liabili t y shall (in the absence of willful default, bad faith or m anifest error) attach to the Trustee or the Institutional T rus t ee in connection with the exercise or non-exercise b y either of t h em or their respective powers, duties and discretion.

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

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

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

ART I CLE I II.

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

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

Debentures .

(a) The C o m p a n y covenants and agrees that it will duly and punctual l y pay or cause to be paid the principal of and pre m iu m , if an y , and interest a n d any Addit i onal Interest and other pa y m ents on the Debentures a t the pla c e, at the r espe c tive t i m e s a n d in the manner provided in this Indenture and the Debentures. Each installment of interest on the D e bentures m a y be paid (i) b y m ailing checks for such interest pa y a ble to the o r der of the holders of D e bentures entitled thereto as th e y appear on the regist r y books of t h e C o m p any if a request for a wire transfer has not been received by t h e Co m p any or (ii) by wire transfer to any account wi t h a banking i n stitution l o cated in the United States designated in writing by such Person to t h e pa y i ng agent no later than the related record date. Notwithstandi n g the f o rego i ng, so l o ng a s the holder of this Debenture is the Insti t utional Trus t ee, the pa y m ent of the pr i n cipal of and interest on th i s Debenture will be m ade i n immedia t e l y available funds at such place and t o such acco u n t as may be designated by the Institutional Trustee.

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

BEN (or any substitute or s u ccessor fo r m) establish i ng its non-United States status for United States federal income tax purposes.

(c) As of the date of this Ind e nture, the Co m p a n y has no present int e ntion to exercise its right under Section 2.11 to defer pa y m ents of interest on the Debentures by commenci n g an Extensi o n Period.

(d) As of the date of this Indenture, the Co m p any believes that the l ikelihood that it would exercise its right u nder Section 2 . 11 to defer pa y m e n ts of interest on t h e Debentures b y c o mme n cing an Extension P e riod at any t i m e during which the Debentures are outstanding is r e m o te because of t h e restrictions that would be i m posed on the C o m p an y ’ s abili t y to declare or pay dividends or distributions on, or to rede e m , purchase or make a liquidation p a y m ent w ith respect to, any of its outstanding equity and on the Co m p an y ’ s ability to make any p a y m ents of princip a l of or interest on, or repurchase or redee m , any of its debt securities that rank pari passu in all respec t s with (or junior in interest to) the Debentures.

Section 3.2. Offic e s for Notices and Payments, etc . So l ong as a n y of the Debentures remain outstanding, the Co m p a n y will m ain t ain in Wilmington, Delaware, an office or agency where the Debentures may be pres e nted for p a yment, an off i ce or agency where the D e bentures m ay be presented for registration of transfer and for exchange as in this Indenture provided and an office or agency where notices and demands to or u p on t h e C o m p any i n respect of the D e bentures or of this I n denture may be served. The C o m p any will give to the Trustee writ t en notice of t h e location of any such office or agen c y and of any change of location thereof. Until othe r wise designa t ed from t i me to ti m e by the Co m p any in a notice to the Trustee, or specified as conte m plated b y Section 2 . 5, such office or agen c y f o r all of the above pu r po s es shall be the office or agency of the Trustee. In c a s e the C o m p any shall fail to maintain any such office o r agency i n W i l m ington, Delaware, or shall fail to give such notice of the location or of any change in the location thereof, presentat i ons and d e m a nds m ay be made and notices may be s erved at the P rincipal Offi c e of the Trustee.

In addition to any such office or agenc y , the Co m p any m ay from t i me to time designate one or m or e offices or agencies outside Wilmington, Delawa r e, where the Debentures m ay be presented for registration of transfer and for exchange in the m a n ner provided in this Inden t ure, and the C o m p any m ay from t i me to time r escind such designation, as the Co m p any m ay de e m desir a ble or expedient; provide d , however , that no such des i gnation or rescission shall in any manner rel i eve the C o m p any of its obligation to m aintain any such office or agency in Wil m ington, Delaware, for the purposes above m e ntioned. T h e C o m p any will give to the Trustee pr o mpt written no t ice of any su c h designation or rescission thereof.

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

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

(a) If the C o m p any shall appoint a pa y in g agent o t her than the Trustee, it will cause such pa y i ng agent to execute and deliver to the Trustee an instru m ent i n which such agent shall agree with the Trustee, subject to the pr o v ision of t h is Section 3.4,

(1) that it will hold all s u ms held by it as such agent for the pa y m ent of the principal of and pre m i u m, if an y , or interest, if an y , on the Debentures (whether such sums have been

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

(2) that it will give the Trustee pro m pt wr i tten notice of any failure by t h e Co m p any (or by a n y o t her obligor o n the Debentures) to ma k e any pa y m ent of the principal of and pr e m i u m , if an y , or interest, if an y , on the Debent u res when the s a me shall be due and pa y able; a n d

(3) that it will, at any ti m e during the cont i nuance of any E v ent of Default, upon t h e written request of the T r ustee, forthwith p a y t o t h e T r ustee all s u ms so held i n t r ust by such pa y i ng agent.

(b) If the Co m p any shall act a s its own paying agent, it will, on or before each due date of the principal of and pre m i u m, if an y , or interest or other pa y m ents, if an y , on the Debentures, set aside, segregate a n d ho l d in tr u st for the benefit of the h o lders of the Debentures a s u m suffic i ent to p a y such principal, pr e mi u m , interest or other p a y m ents so bec o m ing due and will no t ify the Trustee in writing of any failure t o take such action and of a n y failure b y t h e Co m p any (or b y a n y o ther o b l i gor u nder th e Debentures) to m ake any p a y m ent of the principal of and pre m i u m, if a n y , or i n t erest or other p a y m ents, if an y , on the Debentures when the sa m e shall become due and p a y a ble.

Whenever the C o m p any shall have one or m o re paying agents for the Debentures, it will, on or prior to each due date of the principal of and pre m i u m, if any, or interest, if an y , on the Debentures, deposit with a p a y ing agent a sum sufficient to pay the pr i n c i pal, pre m i u m, interest or o ther p a y m ents so beco m i n g due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such pa y ing agent is the Trustee) the Co m p any shall pro m ptly no t ify the Trustee in writing of its action or failure to act.

(c) An y t hing in this Section 3.4 t o the c o ntrary notwi t h standing, t h e Co m p any ma y , at a n y time, for the purpose of obtaining a satisfaction and discharge wi t h respect to th e Debentur e s, or for any other reason, pa y , or direct any p a y i n g agent to pay to the Trustee all s u m s held in trust by the C o m p any or any such p a y i ng agent, su c h su m s to be held b y t h e T rustee upon t h e trusts herein contained.

(d) An y t hing i n this Section 3 . 4 to the contrary no t withs t anding, the agree m ent to h o ld su m s in trust as prov i ded in t h is Section 3.4 is s u bject to Sections 12 . 3 and 12.4.

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

120 da y s aft e r the end of each fiscal y ear, so long as Debentures are outstanding hereunder, a Certificate stating that in the course of the perfor m an ce by the s i gners of their duties as off i cers of the Co m p any th e y would nor m a lly have knowledge of any default during such fiscal y ear by the C o m p any in the performan c e of a n y cove n ants contained herein, stating whether o r not th e y h a ve knowled g e of any such default and, if so, specif y ing each such default of which the signers h a ve knowledge and the nature and status thereof. A form of this Certifica t e is attached here t o as Exhibit B .

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

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provisions of this paragraph and e x p r ess mention of t h e p a y m ent of Additional Sums (if applicable) in a n y provisions h e reof shall not be con s trued as excluding Additional Sums in those provisions hereof where such express mention is not m ade; provided , however , that the deferral of the pa y m ent of interest during an Extension Period pursuant to Section 2 . 11 shall not d ef e r the pa y ment of any Additional Su m s that m ay be due and p a y a ble.

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

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

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

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

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

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

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

(a) on each regular record date for the Debentures, a list, in such fo r m as the Trustee m ay reasonably require, of the n a m es and a d dresses of the Securit y holders of the D e bentures as o f such record date; and

(b) at such other times as the Trustee m ay request in writing, within 30 d a y s after the receipt by the Co m p any of any such request, a list of s i m ilar form and c o ntent as of a date not m o re than 15 d a ys prior to t h e t i me such list i s furnished;

except that no such lists need be furnished under t h i s Section 4.1 so long as t h e Trustee is in possession thereof b y reason of its acting as Debenture registrar.

Section 4.2. Pres e rvation and Disclosure of Lists .

(a) The Trustee shall preserve, in as current a form a s is reasonably practicable, all infor m ation as to the names and addresses of the holders of Debentures (1) contained in the m o st recent l i st furnished to it as provid e d in Section 4.1 or (2) received by it in the capacity of Debentures registrar (if so acting) hereunder. The Trustee may destroy any list fu r n ished to it as provided in S e ction 4.1 upon receipt of a new list so furnished.

(b) In case three or m o re holders of Debentures ( h ereina f ter referred t o as “applicants”) apply in writing to the Trustee and furnish to the Trustee r easonable p r oof that each such applicant has owned a Debenture for a period of at le a st 6 months preceding t h e date of such application, and such application states that the applicants desire to communicate with o t her ho l ders of Debentures with r espect to their rights under t h is Indenture or under such Debentures and is acc o m p anied by a copy of the fo r m of proxy or other c o m m u n ication which such applicants propose to tran s m it, th en the Trustee shall within 5 Busine s s Da y s after the receipt of su ch application, at its election, either:

(1) afford such applicants a c cess to the in for m ation preserved at th e time by the

Trustee in accordance with the pr o v isi o ns of subsection (a) of this Section 4.2, o r

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

If the Trustee shall el e ct n o t to afford such applicants a c ce s s to s u ch information, the Trustee shall, upon the wri t ten request of such applic a n ts, m ail to each Securit y holder whose na m e and address appear in the information preserved at the t i me b y the Trustee in accordan c e with the p r ovisions of subsection (a) of this Section 4 .2 a co p y of t h e form of pro x y or oth e r c o m m unicat i on which is s p ecified in such request with reasonable pro m ptness after a tender to the Trustee of the material to be mailed and of p a y m ent, or provision for the pa y m ent, of the re a sonable expens e s of mailing, unless within five da y s after such tender, the Trustee shall m ail to such applicants and file with the S e curities and Exchange Commission, i f per m itted or required by applicable law, together w ith a copy of the m ater i al to be m ai l ed, a written stat e ment to the effect that, in the o p i n ion of t h e Trustee, such mailing w o uld be contr a ry to the best interests of the holders of all Debentures, as the c as e m a y be, or would be i n violation of a pplicable law. Such written statement shall specify the basis of such opin i on. If said Commission, as per m it t ed or required b y applicable law, after op p ortuni t y for a hearing u p on the objec t ions specified in the wri t ten stat e ment so filed, shall e n ter an order r efusing to sustain any of such objections or if, after the entry of a n order sustaining o n e or m o re of such ob jections, said Commission shall find, after notice a n d o p port u ni t y for hearing, that all the objections so sustained have been met a nd shall enter an order so declaring, the Trustee shall mail copies of such m a t er i al to all s u ch Securit y hold e rs with r e as o nable pro m p t ness af t er the entry of such order and the renewal of s u ch tender; otherwise the T r us t ee shall be relieved of any obligation or du t y to su c h applicants respecting their application.

(c) Each and every holder of Debentures, by receiving and holding the s a me, agrees with the C o m p any and the Trustee that neither the Co m p any nor the Tru s tee nor any pa y i ng agent shall be held accountable by reason of the disclosure of any such information as to the na m es and addresses of th e holders of Debentures in accordance w i th the provisions of subsection (b) of this Section 4.2, regardless of the source fr o m which such infor m ation was derived, and that the Trustee shall not be held accountable by reason of ma i ling any m aterial pursuant t o a request made under said subsection ( b ).

ART I CLE V .

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

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

(a) the C o m p any defaults in the pa y m ent of any inter e st upon a n y Debenture, including a n y Additional I n terest in res p ect thereof, following the nonp a y m ent of any such interest for twenty or m o re consecutive Distribution Periods; or

(b) the C o m p any defaults in the pa y m ent of all or any p art of the principal of (or pre m i u m , if an y , on) any Debentures as and when the same shall become due and p a y able either at maturit y , upon red e m p tion, by declaration of accele r ation or otherwise; or

(c) the C o m p a n y defaults in the performance of, or breach e s, any of its covenants or agreements i n this Indenture or in the ter m s of the Debentures established as c o nte m plated in this Indenture (other than a covenant or agre e m ent a d efault in whose perfo r mance or whose breach is els e where in this

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

(d) a court of c o m p etent juri sd iction shall enter a d e cr e e or order for relief in r esp ect of the C o m p any in an involuntary case under any applicable bankrup t c y , i n solvency, reorganization or o t h e r s i m ilar law n o w or hereafter in effect, or appointing a receiver, liquidator, a ssignee, custodian, trustee, sequestrator (o r s i m ilar of f icial) of the C o m p any or for any subs t antial part of its property, or ordering t h e winding- u p o r liquidation of its affairs and such decree or order shall remain unst a y ed and in effect for a period of 90 c onsecutive da y s; or

(e) the Co m p a n y shall commence a v o lunta r y case under any applicable bankrupt c y , insolven c y , r eorganization or other similar law now or h e reafter i n effect, shall consent to the entry of a n order for rel i ef in an invo l unta r y case under any su c h law, or shall consent to t h e appoint m e nt of or taking possession by a receiver, liquidator, assignee, trust e e, custodian, sequestrator (o r other s i m i l ar official) of the Co m p any or of any substantial p a rt of its propert y , or shall m a k e any general assig n m ent fo r the benefit of creditors, or shall fail generally t o p a y its debts as they become due; or

(f) the Trust shall have vo l untari l y or i nvol u ntari l y liquidated, d issolved, wound- u p its business or otherwise te r minated its existence e x ce p t in connection with (i) the distribution of the Debentures to holders of such Trust Securities in l i quidation of their interests in the Trust, (ii) the rede m p tion of all of the outstand i ng Trust Securit i es or (iii) certain mergers, c o nsolidations or a m algamati o ns, each as pe r m itted by the Dec l aration.

If an Acceleration Event of Default occurs and is continu i ng with respect to the Debentures, then, and in each and every su c h case, unless the principal of the Debentures shall have already b e c o m e due and pa y able, either the Trustee or the holders of not less than 2 5 % in aggre g ate principal a m ount of the Debentures then outstand i ng hereunder, by notice i n writ i ng to the Co m p any ( a nd t o the Trustee if given by Securit y hold e rs), may declare the entire principal of the Debentur e s and the int e rest accrued th ereon, if an y , to be due and pa y able immediatel y , and upon a n y su c h declaration the same sha l l become immediately d u e and p a y able. If an E v ent o f Default un d er Section 5. 1 (b) or (c) occurs and is c o ntinu i ng with respect to t h e Debentures, th en, and in e a ch and every such ca s e, un l ess the principal of the De bentures shall have al r eady bec o m e due and p a y able, either the T rustee or the holders of not less than 25% in aggregate principal a m ount of the Debentures then outstanding hereunder, by notice in writing t o the Co m p any (and t o the Trustee if g i ven by Securityho l ders), may proceed to remedy t h e default or breach thereunder by such appropriate judicial proceedings as the Trustee or su ch holders shall de e m most effectual to r e m edy the defaulted covenant or enforce the provisions of this Indenture so breached, ei th er by suit in equity or by action at law, for da m ages or otherwise.

The foregoi n g pro v isions, however, are subject to the condition that if, at any ti m e af t er the principal of t h e Debentures shall have been so dec l ared due and pa y able, a n d before a n y judg m ent or decree for t h e pa y m ent of the m one y s due shall have been obtained or entered as hereinafter provided, (i) the Co m p any shall p a y or shall deposit with the Trustee a s u m sufficient to pay all m atu r ed instal l m e n ts of interest u p on all the D e bentures and the principal of and pre m iu m , if an y , o n the Deben t ures which shall have bec o me due otherwise than by acceleration (with interest u pon such pr i n cipal and pre m i u m , if a n y, and Additional Interest) and such a m o unt as shall be sufficient to cover reasonable c o m p ensation to the Trustee and each predecessor Trustee, their respective agents, attorne y s and c ou n sel, and all other a m ounts due to the T r ustee pursuant to Section 6 .6, if a n y, a n d (ii) all Ev e n ts of Default under this I ndenture, ot h er than the non - pa y m ent of the principal of or pre m iu m , if an y , on Debentures which shall have bec o m e du e

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

In case the Trustee shall have proceeded to e n fo r ce any r i ght under t h is I ndenture and such proceedings shall have been discontinued or abandon e d because of such resciss i on or annulment or for any other reason or shall have been dete r mined adversely to the Trustee, then a n d in every s u ch case t h e C o m p an y , th e Trustee a n d the ho l ders of the Debentures shall be restored respectively to their sever a l positions and rights here u nder, and all rights, re m e d ies and pow e rs of the Co m p an y , the Trustee and the holders of the Debentures shall continue as though no such proceeding had been taken.

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

In case the r e shall be p e nding proceedings for the bankrupt c y or for the reorganization of the C o m p any or any other obligor on the Debentures u nder Bankruptcy Law, or in case a r e c e iver or trustee shall have been appointed for the prope r ty of the Company or such other obligor, or in the case of any other s i m ilar judicial proceedings relative t o the C o m pa n y or other obligor upon the D ebentures, or to t h e creditors or proper t y of t h e Co m p any or such ot h er obligor, the Trustee, irrespective o f whether the principal of the Debentures shall then be due and p a y able as therein expressed or by declaration of acce l eration or otherwise and irrespect iv e of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.2, shall be entitled a nd e m powere d , by intervention in such proceedings or otherwise,

(i)

to file and prove a claim or claims for the whole a m ount of principal and interest owing and unpa i d in respect of the Debentures,

(ii)

in case of a n y judicial proceedings, to file such proofs of cla i m and other papers o r docu m ents as m ay be necessary or advisable in order to have the cla i ms of the Trustee (including any claim for reasonable co m p ensation to the Trustee and each predec e ssor Trustee, and their resp e ctive agents, attorn e y s and c ounsel, and for re i m burs e ment of a l l other a m ounts due to the Trustee under Section 6.6), and of the Securityholders allowed in such judicial proceedings relative to the C o m p any or any other obligor on the Debenture s , or to the cre d itors or property of the Co m p any or such other obligor, unless prohibited b y applicable law and regulations, to vote on beh a lf of the ho l ders of the Debentures in a n y

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

(iii)

to collect and receive any m one y s or o t her property p a y able or deliverable on any such cla i ms, and

(iv) to distribute the s a me after the deduction of its charges and expenses.

Any receiver, assignee or trustee in bankrupt c y or reorganizat i on is hereby authorized by each of th e Securit y hold e rs to make s u ch pa y m ents t o the Trustee, and, in the event that the Trustee shall consent to the making of s u ch pa y m ents directly t o t h e Securit y h o l d ers, to p a y t o the Trustee such a m ounts as shall b e sufficient to cover reaso n able c o m p en s ation to the T r ustee, e a ch predece s sor Trustee and their respecti v e agents, attorne y s and c o u n sel, and all other a m ounts due to the T r ustee under Section 6.6.

Nothing her e in contained shall be construed to aut h orize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any p l an of reorganization, arrange m ent, adjus t m ent or c o m position affecting the Debentures or the rights of a n y holder thereof or to authorize the Trustee to vote in respect of the cla i m of a n y Sec u rit y holder in any such proceeding.

All rights of action and of asserting clai m s under this Indenture, or under a n y of the Debe n tures, may be enfo r ced by the T r ustee without the possession of any of the Debentures, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as tr u stee of an express trust, and any recovery of judgment shall be fo r the ratable benefit of the h o lders of the Debentures.

In any proceedings brought by the Trustee (and a l so a n y proceedings involving the interpretat i on of any provision of this Indenture to which the Trustee sha ll be a par t y ), the Trustee shall be he l d to represent all the holders of the Debentures, and it shall not be nece s sary to m ake any holders of the Debentures parties to any such proceedings.

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

First: To the pa y m ent of costs and expenses inc u rr e d b y , and reasonable fees of, the Trustee, its agents, attorne y s and c o u n sel, and of all oth e r a m ounts due to the T rustee under Section 6.6;

Second: To the pa y m ent of all Senior I ndebted n ess of the C o m p any if and to the extent required by Article XV;

Third: T o t h e pa y m ent of the a m ounts then d u e and u n paid u p o n Debentures for principal (and pre m i u m , if a n y ), and i n terest on the Debentures, in r espect of which or for the benefit of which m oney h a s been collected, ratab l y , without preference or priori t y of any k i nd, according t o the a m oun t s due on such Debentures (including Ad d itional Interest); and

Fourth: T h e balance, if any, to t h e Compan y .

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

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

Notwithstanding a n y other provisions in this Ind e nture, however, the right of any ho l der of a n y Debenture to receive pa y ment of the p rincipal of, pre m i u m , if a n y, and interest, on such Debenture when due, or to i n stitute suit for the enforcement of any such p a y m ent, shall not be i m p aired or affected without the consent of such ho l der and by accepting a Deben t ure hereunder it is expressly understood, intended and covenanted b y the taker and h o lder of every Deben t ure with every other such taker and ho l der and the Trustee, that no o n e or m o re holders of Debentures shall have a n y right in any manner wha t soever by virtue or b y avail i ng itself of a n y provision of t h is Indenture to affect, distu r b or prejud i ce the rights of the ho l ders of any o t her Debentures, or to obtain o r seek to obtain priority over or prefe r ence to any other such hold e r, or to enforce any right under this Indenture, except in the m anner h erein provided and for the equal, ratable and com m on benefit of all holders of Debentures. F o r the protection and enfor c e m ent of the provisions of this Section, each and every Securit y holder and the Tru s tee shall be entitled to such relief as can be given either at law or in equi t y .

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

Section 5.6. Remedies Cumulative and Continuing; Delay or Omission Not a Waiver . Except as otherwise provided in Section 2 . 6, all po w ers and remedies given b y t h is Article V to the Trustee or to the Sec u rityholders s h all, to the e x t ent per m itted b y law, be d eemed c u m u lative and not exclusive of any other powers and r e medies avai l able to the Trustee or the holders of the Debentures, by judicial proceedings or otherwise, to enforce t h e performance or observance of the covenants and agreements contained in this Ind e nture or otherwise established with respect to the Debe n tures, and no delay or o m ission of the T r ustee or of a n y ho l der of a n y of the De b entures to e x ercise any ri g h t, re m edy or power accru i ng upon any Event of D e fault occurring a nd continuing as afor e said shall i mpair any su c h right, re m edy or power, or shall be construed to be a waiver of any such default or an acquiescence therei n ; and, subject to the pr o v isions of Secti o n 5. 4 , every p ower and remedy g i ven b y t h is Article V or b y law to the Trustee or to the Securityho l ders m a y be exercis e d from time to ti m e, and as often as shall be dee m ed expedient, by the Trustee (in accordance with its duti e s under Section 6.1) or by the Securityholders.

Section 5.7. Direction o f Proceedi n gs and Waiver of Defaults by Majority of Securityholders . The holders of a majori t y in ag g regate principal a m ount of the Debentures affected (voting as one class) at the t i m e outstanding shall have the right to direct the time, method, and place of conducting an y proceeding for any remedy available to the Tr u stee, or exe r cising any t r ust or power conferred on the Trustee with respect to such Debentures; provided , howeve r , that (subject to the provisions of Section 6 . 1) the Trustee shall have the right to d ecline to follow any such direction if the Trustee shall deter m ine that the action so directed would be un ju stly prejudic i al to the h o l d ers not taki n g part in su c h direction or if the Trust e e being advis e d by counsel dete r m in e s th at the a ction or proceeding so direct e d may not law f ul l y be taken or if a Responsible Officer of the Tr u stee shall deter m ine that the action or proceedings so directed would involve the Trustee in personal liability.

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The holders of a m ajority in aggregate principal a m o unt of the Debentures at t h e time outstanding may o n beha l f of the holders of all of t h e Debentures waive (or modi f y a n y previous l y gran t ed waiver o f ) any past default or Event of Default, and its consequences, exc e pt a default (a) in the p a yment of prin c ip a l of, pre m i u m , if a n y , or i n t erest on any of the Debentures, (b) in r espect of covenants or pr o v isions hereof which cannot be m odified or a m ended without the c onsent of the holder of each Debenture affected, or (c) in respect of the covenants contained in Section 3 . 9; pro v ided , however , that if the Debentures are held by the Trust or a trustee of such trust, such waiver or m odificat i on to such w aiver shall not be effective until the holders of a m aj o rity in L i quidation A m ount of Trust Securities of the Trust shall have consented to such waiver or m odification to such waiver, provided , further , that if the c onsent of the holder of each outstanding Debenture is required, such waiver s h all not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon a n y such w aiver, the default covered thereby shall be de e med to be cured for all purposes of this Indenture and the C o m p an y , the Trustee and the holders of the Debentures shall be resto r ed to t h eir fo r mer positions and r i ghts hereunder, respectivel y ; but no such waiver shall extend to a n y s u bsequent or oth e r default or Event of Default or i m p air any right consequent thereon. Whenever any default or Event of Default hereunder sh a ll have been waived as pe r m itted by this Section, said default or Event of D e fault shall for all purposes of the Debentures and this Indenture be dee m ed to have been cured and to be not continu i ng.

Section 5.8. Notice of Defaults . The Trustee shall, within 9 0 d a y s after the a ctual knowledge b y a Responsible Officer o f the Trustee of the occurrence of a default w ith res p ect to the Debentures, m ail to all Securityholders, as th e names and addresses of such holders appear u pon the Debenture Regis t er, notice of all defaults with respect to the Debentures known t o the Trustee, un l ess such defaults shall have been cured before the giving of such n o tice (the term “defaults” for the pur po se of this Section 5 . 8 bei n g hereby defined to be the events specified in clauses (a ) , (b), (c), (d), (e) and (f) of Section 5.1, not including periods of grace, if an y , provided for therein); provided , howeve r , that, except in the case of default in the pa y m ent of the principal of, pre m i u m , if any, or interest on any of the Debentures, the Trustee shall be protected in withhold i ng s u ch notice if and so l o ng a s a Responsible Officer of the Trustee in g o od faith deter m ines t h at the withho l ding of such notice is in t h e interests of the Security h o lders.

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

ART I CLE V I. CONCERNING T HE TRUSTEE

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

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

No provision of this Ind e nture shall be constru e d to relieve the Trustee fr o m l i abili t y for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(a) prior to the occurrence of an Event of Default with respect to Debentures and after the curing or wa i v ing of all E v ents of Defa u lt which may have occurred

(1) the duties and obligations of the Tru s tee with respect to Debentures shall be dete r m ined so lely by the e xpress provi s ions of this Indenture, and the Trustee shall not be liable except for the per f ormance of such d u ties and obligations with res p ect to the Debentures as are specifically set forth in this In d enture, and n o i m plied c o venants or obligations shall be read into this Indenture against the Trustee, a nd

(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rel y , as to the truth of the stat e ments and t h e correctness of the opinions expressed therein, upon a n y c ertificates or opini o n s f u rnished to t h e Trustee and conforming to the requir e m ents of this Indenture; but, in the case of any such certificates or opinions which b y a n y pr o v ision hereof are specifically required to be furnished to the Trustee, th e Trustee shall be under a duty to e x a m ine the same to d e termine whether o r not they c o nform to t h e require m ents of this Inden t ure;

(b) the Trustee shall not be liable for a n y error of judg m ent m a de in g o od faith b y a Responsible Officer or O f ficers of the Trustee, unless it shall be proved that t h e Trustee was negligent in ascer t aining the pertinent facts; and

(c) the Trustee shall not be liable with respect to any action taken or o m itted to be taken by it in good faith, in accordance with the direction of the Securit y hold e rs purs u ant to Section 5.7, relating to the time, method and place of conducting an y proceeding for any remedy available to the Trustee, or exercisi n g any trust or p o wer conferred u p on the T r ustee, under this Indenture.

None of the provisions c o ntained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liabili t y in the p e rformance of any of its duties or in th e exercise of a n y of its rig ht s or powers, i f there is gr o und f o r beli e ving t h at the repa y m ent of such fu n d s o r liabili t y is not assu r ed to it under the te r ms of this Indenture or inde m n ity satis fa ctory to the T rustee a g ainst such risk is not reasonably assured to it.

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

Section 6.1:

(a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resoluti o n, certificate, statement, ins t rument, opinio n , report, notice, re q u est, consent, order, bo n d, note, debent u re or other p aper or doc u ment believed b y it t o be genuine and to have been signed or pr e sented b y the proper par t y or parties;

(b) any re q u est, direction, o rder or demand of the C o m p any m entioned he r ein shall be sufficiently e v idenced by an Officers’ Certificate ( unless other evidence in respect ther eo f be herein specifically prescribed); a nd any Board Resolution m a y be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assist an t Secretary of the Co m p a ny ;

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

(d) the Trustee shall be under no obl i g ation to exercise a n y of the rig h ts or powers vested in it b y t h is Inden t ure at the re q u est, order or direction of any of t h e S e curityholders, pursuant to t h e provisi o n s of this Indenture, unless such Securi t yholders shall have offered to the Trustee reasonable security or inde m n ity against the costs, expenses and liabilities which may be incurred therein or thereb y ;

(e) the Trustee shall not be l i able for any a c tion taken or o m itted by it i n good faith and believed by i t to be authorized or wit h in the d i scretion or rights or powers conferred up o n it by this Indenture; n o thing conta i ned herein shall, however, relieve the Trustee of the obligat i on, u pon th e occurrence of an Event of Default with respect to the Debentures (that has not been cured o r waived) to exercise with respect to D ebentures su c h of the rights and powers vested in it by t h is Indent u re, and to use the same degree of care and skill i n their exercis e , as a prudent man would exercise or u se under the circ u m s t anc e s in the conduct of his own affairs;

(f) the Trustee shall not be b ound t o m ake any i nvesti g ation into t h e facts or matters stated in any resolution, certificate, stat e ment, instr u m ent, opin i on, report, notice, request, consent, o rder, approv a l, bond, deben t ure, coupon or other paper or docu m ent, unless requested in writing to do so by the holders of not less than a m ajority i n aggregate principal amount of t h e outstanding Debentures affected thereb y ; provide d , h o weve r , that if the pa y m ent within a re a sonable t i m e to the Trustee of the cost s , expenses or liabilities likely to be incu r red by it in th e m aking of s u ch investig a tion is, i n the opinion of the Trustee, not reasonably assured to the Trustee by the s ecurity afforded to it by the te r ms of this Indenture, the Trust e e may require r easonable inde m n ity again s t such exp e nse or liabili t y a s a condition to so proceeding;

(g) the Trustee may execute a n y of the trusts or p o wers hereunder or perfo r m any duties hereunder either directly o r b y or thr o u g h agents (including a n y A u thenticating Agent) or attorn e y s, and t h e Trustee shall not be respo n sible for a n y misconduct or n e gligence on the part of any such agent or attorn e y appointed b y it with due care; and

(h) with the exceptions of d efaults under Sections 5 . 1(a) or (b), the Trustee shall not be charged with knowledge of any Default or Event of D e fault with respect to the Debentures u n less a written notice of such Default or Event of Default shall have been given to the Trustee by the Co m p any or any other obl i gor on the Debe n tures or b y a n y ho l der of t h e Debentures.

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

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

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Section 6.5. Moneys to be Held in Trust . Subject to the provisions of Section 12. 4 , all m one y s rece iv ed by the Trustee or any pa y i ng agent shall, until used or applied as herein pr o v ided, be held in trust for the purpose for which they were r eceived, but need not be segrega t ed fr o m other f unds except to the extent required by law. The Trustee and any p a y i ng agent shall be under no liabili t y for i n terest on any m oney recei v ed by it hereunder except as otherwise agreed in writing with t h e C o m p an y . So long as no Event of Default shall ha v e occurred and be c o ntinu i ng, all interest allowed on any such m one y s shall be paid from time to ti m e u pon the writ t en order of t h e C o m p an y , signed b y t h e Chairman of the Board of Directors, the Chief Executive Officer, the Presiden t , a Managing Director, a V ice President, the Treasurer or an Assist an t Treasurer of the Co m pa n y .

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

Without pre j udice to a n y other r i ghts available to the Trustee under app l icable law, when the Trustee incurs expenses or renders services in c onnection w i th an Event of Default specified i n Section 5.1(d), (e) or (f), th e expenses ( including t h e reasonable charges and expenses of i t s counsel) a n d the c o m p ensation for the services a r e intended to constitute expenses of a d m inistrat i on under any applicable federal or state bankrupt c y , i n solven c y or other si m ilar law.

The provisi o n s of this S e ction shall survive the r e signation or re m oval of the Trustee and the defeasance or other ter m i n ation of t h is Indenture.

Notwithstanding a n y th i ng i n this Indent u re or any Debenture to the contrar y , t h e Trustee shall have no obligat i o n whatsoever to advance funds to p a y any pr i n cipal of or interest on or other a m ounts with respect to the Debentures or otherwise advance funds to or o n beha l f of the Co m p an y .

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

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

The C o m p a n y m ay not, n o r m ay any Person directly or i ndirectly co n trolli ng , controlled b y , o r under com m o n control wi t h the Co m p a n y , serve as Trustee.

In case at any ti m e the T r ustee shall c e ase to be e ligible in accordance with the provisions of th i s

Section 6.8, the Trustee shall resign immediately in the manner and with the effect specif i ed in Section 6.9.

If the Trustee has or shall acquire any “conflicting in terest” within the m e aning of § 310 ( b) o f the Trust Indent u re Act of 19 3 9, the T r ustee shall either eli m inate su c h interest or resign, to the extent and in the manner described by this Indenture.

Section 6.9. Resignation or Re m oval of Trustee

(a) The Trustee, or a n y t r ustee or trustees hereafter appointe d , m a y at a n y ti m e resign b y giving written notice of such resignation to the Com p any and by mailing notice thereof, at the Co m p any’s expense, to the holders of the Debentures at their a ddress e s as they shall appear on the Debenture Register. Upon receiving such not i ce of resignation, t h e Co m p any shall pro m ptly appoint a successor trustee or trustees by written instrument, in dup l icate, executed by order of i t s Board of D i rectors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the succ e ssor T rustee. If no successor T r ustee shall h ave been so appointed and have acce p ted appointment within 30 da y s after t h e mailing of such notice of resignation to the affec t ed Securit y holde r s, the resigning Trustee may petition any court of co m p etent jurisd i ction for the appoint m ent of a success o r Trustee, or any Securi t yholder who has been a bona fide holder of a Debenture or Debentures f o r at least six m onths ma y , subject to the provisions of Section 5.9, on behalf of h i m self and all others s i m i l arly situated, petition any such court for the appoint m ent of a successor Trustee. Such court m a y t h ereupon, after such notice, if an y , a s it m ay deem proper and prescribe, appoint a successor Trustee.

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

(1) the Trustee shall fail to co m p ly with the provisions of Section 6.8 after writ t en request therefor by the Co m p any or by any Securit y holder who h a s been a b o na fide h o lder of a Debenture or Debentures for at least 6 m onths, or

(2) the Trustee shall cea s e to be eligible in accordance with the provisions of Section 6.8 a nd shall fail t o resign after written request therefor by the Co m p any or by any such Securityholder, or

(3) the Trustee shall bec o m e incapable of acting, or sha l l be adjudged as bankrupt or insolvent, or a receiver of the Trustee or of its property shall be a ppointed, or any public officer shall take charge or control of the Trustee or of its proper t y or affairs for the purpose of r e habilitation, c onservation or liquidation,

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

(c) Upon prior written notice to the Company and t h e Trustee, the holders of a m ajority in aggregate principal a m ount of the Debentures at the t i m e outstanding m ay at any t i m e re m o v e the Trustee and no m inate a successor Trustee, which shall be dee m ed appoin t ed as successor Trustee unless within 10

Business Da y s after such no m ination the Co m p any objects thereto, in whi c h case, or in the case of a failure by such holders to no m i n ate a succ e s s or Trustee, t h e Trustee so re m oved or a n y Securi t y h o lder, up o n t h e te r m s and conditions and otherwise as i n subsection (a) of this Section 6.9 provided, m ay petition any court of co m p e t ent jurisdiction f o r an appo i n t ment of a successor.

(d) Any resignat i on or re m oval of the Trustee and appoin t m ent of a s u ccessor Trustee pursuant to any of the provisions of this Section shall b ecome ef f ective upon acceptance of appo i ntment by the succe s sor Trustee a s provided in Section 6.10.

Section 6.10. Acce p tance by Successor Trus t ee . Any successor Trustee appointed as provided in Section 6 . 9 shall execute, ackno w ledge and deliver to the C o m p any and t o its predecessor Trustee an instrument accepting such appoint m ent hereunder, and t h ereupon t h e resignation or re m oval of the retiring Trustee shall become effective and such successor Trustee, without any f u rther act, deed or conv e y an c e, shall bec o me vested with a ll the rights, powers, duties and obligations with res p ect to the Debentures of its predecessor hereunder, with like effect as if origina l l y na m ed as Trustee here in ; bu t , never t heless, on the written request of the C o mpany or of th e successor T rustee, the T r ustee ceasing to act shall, upon p a y m e n t of any a m ounts then due it pursuant to the provisi o n s of Section 6.6, execute and deliver an instru m e n t transferring to such successor Trustee all the rights and powers of the Trustee so ceasing to act and shall duly assign, transfer and deliver to such successor Tru s tee all property and mon e y held by such retiring Trustee thereunder. Upon request of any such suc c essor Trustee, the C o m p a n y shall execute any and all instruments i n writing for m or e fully and certainly v e sting in and confir m ing to such succ e s s or Trustee all such rights and powers. Any Trustee ceasing to a c t shall, nevertheless, reta i n a lien upon all property or funds held or collected by such Trustee to secure any a m ounts then due it pu r suant to the provisions o f Section 6.6.

If a success o r Trustee is appointed, the Co m p an y , t h e retiring T r ustee and the successor Trustee shall execute and deliver a n i n denture s upple m ental h e reto which shall contain such provisi o n s as shall be de e m ed ne ce ssary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect t o the Deben t ures as to wh i ch the prede c essor Trust e e is not retiring shall continue to be ves t ed in the prede c essor Trus t e e , and shall a d d to or change any of the provisions of this Indenture a s shall be necessary to provide f o r or facilitate the a d m inistrat i on of the Trust hereunder by m o re than one Trustee, it being understood that nothing herein or in such supple m ental indentu r e shall constitute such Trustees co- trustees of the same trust and that each such Trustee s h all be Trustee of a trust or trusts hereunder separa t e and apart from any trust or trusts hereunder a d m inistered b y a n y o t her such Trustee.

No successor Trustee shall accept appoint m ent as provided in this Section unless at the time of such accepta n ce such successor T r ustee shall be eligib l e under t h e p r ovisions of Section 6.8.

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

Upon accep t ance of appoint m ent by a successor T ru s tee as pr o v ided in this Section 6.10, the C o m p any sh a ll m ail notice of the succession of such T ru s tee hereunder to the ho l ders of Debentures at their address e s as th ey shall appear on the D e benture Registe r . If the Co m p any fails to mail such notice within

10 Business Da y s after the acceptance of appo i nt m e nt by the successor Trustee, t h e successor Trustee shall cause such notice to be ma i led at the expense of the Co m p an y .

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

In case at the time such su c cessor to the Trustee shall succeed to the trusts cr e at e d by this Ind e nture any of the Debentures sh a ll have been authenticated but not delivered, any such succ e ssor to the Trustee may adopt th e certificate of authentication of a n y pr edecessor Trustee, and deliver such Debentures so authenticated; and in c as e at that t i me any of the Debentures shall not have been authenticated, any successor to the Trustee may au t h ent i cate such Debentures either in t h e na m e of any predecessor hereunder or in the n a me of the succe s sor Trustee; and in a l l such cases su ch certifica t es s h all have the full force which it is an y where in t h e Debentures or in this I n denture provided that the certificate of the Trustee sh a ll have; prov i ded , however , that the right to adopt the c ertificate of authentication of any predecessor Trustee or authenticate Debentur e s in the n a me of any p r edecessor Tr u stee shall apply only to its succ e ssor or successors by merger, conversion or consolidation.

Section 6.12. Authenticat i ng Agents . There m ay be one or m o re Authenticating Agents appointed b y the Trustee upon t h e request of the Compa n y with p o wer to act on its behalf and subject to its direction in t h e authentication and del i very of Deben t ures issued upon excha n ge or registration of transfer thereof as fully to all int e nts and purposes as thou g h any such Authenticating Agent had been express l y authorized to authenticate and deliver Debentures; provide d , however , that the Trustee shall have no liabili t y to the C o m p any for any acts or o m issions of the Authenticating Agent with respect to th e authentication and delivery of Debe n tures. A n y s u ch Authenticating Agent shall at a ll ti m es be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Colu m b ia au thorized un d er such laws to act as Authenticating A g ent, having a c o m b ined capital and surplus of at least $50,0 0 0, 0 00 . 00 and being subject to supervision or exa m ination by federal, s t ate, territorial or District of Colu m b ia authori t y. If such corporation publis h es reports of condition at l east annually pursuant to l aw or the require m ents of such authori t y, then for the purposes of this Section 6.12 the co m bin ed capital and surplus of s u ch corpor a tion shall be de e m ed to be its co m b ined capital and su rplus as set forth in its m o st re c ent report of co n d ition so pu b lished. If at any ti m e an Authenticating Agent shall c e ase to be eligible in a c cordance wi t h the provisions of this Section, it shall resign imme d iately in the manner and with the effect herein specified in this S e ction.

Any co r pora t ion in t o which a n y Authe n ticating Age n t may be m erged or conv e rted or with which it may be consolidated, or any corporat i on resulting fr om any m e rger, consolidation or conversion to wh i ch any Authenticating Agent shall be a party, or any co r poration su c ceeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the succe s sor of such Authenticating Agent hereunder, if such successor corporati o n is otherwise eligible un d er this Secti o n 6. 1 2 witho u t the execution or filing of a n y paper or a n y further act on the part of the parties hereto or such Authenticating Agent.

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

The Co m pa n y agrees to p a y to an y Authent i cating Agent from t i m e to ti m e reasonable c o m p ensation for its services. Any Au t h enticating Agent shall have no responsibili t y or liabili t y for any action taken by it as such in accordance w ith the directions of the Trustee.

ART I CLE V II. CO N CE R N I NG T HE S E CU R IT Y HOLDERS

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

If the Co m p a n y shall solic i t from the Securityholders any request, de m and, aut h orization, di r ection, notice, consent, waiver or other action or revocat i on of the s a me, the C o m p any m a y , at its option, a s evidenced by an Office r s’ Certificat e , fix in a dvance a record date for such Deben t ures for the deter m ination of Securit y holders entitled to give such request, de m and, authorization, direction, notice, consent, wai v er or other action or revocation of the sa m e, but the C o m p any shall have no obligation to d o so. If such a record date is fixed, such request, d e m a nd, authorization, direction, notice, consent, waiver or other action or revocation of the same may be giv e n before or after the record date, but on l y the Securit y hold e rs of record at the c l ose of business on the record da t e sh a ll be deemed to be Securityholders for the purposes of dete r m ining whether Securityholders of t h e requisite proport i on of outstanding Debentures h ave authorized or agreed or consented to such request, de m a n d , authorization, direction, notice, consent, waiver or other action or revocation of the same, and for that purpose the outstanding Debentures shall be c o mputed as of the record d ate; provide d , howeve r , that no such authorization, agreement or consent by s u ch Securi t yholders on the record date shall be dee m ed effective unless it shall bec o m e effective pursuant to the provis i ons of this I ndenture not l a ter than 6 m onths after the record date.

Section 7.2. Proof of Execution by Securityholde r s . Subject to the provisio n s of Section 6. 1 ,

6.2 and 8 . 5, proof of the execution of any i n stru m e nt b y a Securityho l der or his agent or pro x y shall b e sufficient if made in a cc o rdance with su ch reasonable rules and r egulations as m ay be prescribed by the Trustee or in such m anner as shall be s atisfactory to the Trustee. The ownership of Debentures shall be proved by the Debenture Register or by a certificate of the Debenture registrar. The Tru s tee m ay requi r e such additional proof of any m at t er refe r red to in this Section as it shall deem necessar y .

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The record of any Securi t yholders’ m eeting shall be p roved in t h e manner provided in Secti o n 8. 6 .

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

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

Section 7.5. Revocation of Consents; Future Ho l ders Boun d . At any ti m e prior to (but not after) the ev id encing to the Trustee, as provided in Se c tion 7.1, of the taking of any action b y the holders of the percenta g e in aggregate principal a m ount of the D e bentures specified in this Indenture in connection with such action, any holder (in cases where no record date has been set pursuant to Section 7.1) or any holder as of an applicable record date (in cas e s where a record date has been set pursuant to Section 7.1) of a Debenture (or any Deb e nture issued i n whole or i n part i n exchange or substitution t h erefor) the serial nu m ber of which is shown b y t h e evi d ence to be included in the Debentures the holders o f which have consented to such action ma y , by filing written notice w ith the T r ustee at the Principal Office of the Trustee and u p on pr o o f of ho l ding as provided i n Section 7 .2, revoke such action so far as concerns such Debentu r e (or so far as concerns the principal a m ount represe n ted by any exchanged or substitut e d Debenture). Except as aforesaid any such action taken by the holder of any Debenture sha l l be conclusive and binding upon such h o lder and up o n all fu t u re h o lders and o wners of such Debenture, and of a n y D ebenture issued in exchange or substitution therefor or on registration of transfer thereof, irrespective of whether or not any notation i n r egard thereto is made upon such Deb e nture or an y Debentu r e issued in exchange or substitution t h erefor.

ART I CLE V III. SECURITYHO L D E RS’ MEETINGS

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

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

(b) to r e m ove the Trustee and no m inate a suc c ess o r t rustee pursu an t to the provisions of

Article VI;

(c) to consent to the execution of an inde n ture or inden t ures supplemental hereto pursuant to the provisi on s of Section 9 .2; or

(d) to take any other action authorized to be t a ken by or on behalf of the holders of any specified ag g regate principal a m ount of such Debe n tures under a n y other pr o v ision of this Indenture or under applicable law.

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

Section 8.3. Call of Meetings by Co m pany or Securityholders . In case at any ti m e the C o m p any pu r suant to a Board Resolution, or t h e holders of at least 10% in agg r egate principal a m ount of the Debentures, as the c a s e m ay be, then outstanding, s h all have requested the Trustee to ca l l a m e eting of Securit y hold e rs, by written request setting forth in r e asonable detail the action proposed to be taken at t h e meeting, and the Trustee shall not ha v e m ailed the notice of su c h m e eting within 20 d a y s after receipt of such request, then the Co m p any or such Securit y holders m ay dete r m ine the time and the place for su c h meeting and may call su c h meeting to take any action authorized in Section 8 . 1, b y m ailing notice there o f as provided i n Section 8 . 2.

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

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

The Trustee shall, b y an instr u m ent in writing, appo in t a temporary chairman of the m e eting, unless the m e eting shall have been called by the C o m p any or b y Securityholders as provided in Section 8. 3 , in which case th e C o m p any or the Securityholders calling the m e eting, as the case may be, shall in like manner appoint a te m pora r y chair m an. A pe r manent chai r man a n d a pe r mane n t sec r etary of the meeting shall be elec t ed by m ajori t y vote of the meeting.

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Subject to the provisions of Section 7.4, at any m ee ting each holder of Debentures with respect to which such meeting is b eing held or proxy the re for shall be entitled to one vote for each $1,000.00 principal a m o unt of Debentures held or represented by hi m ; provid ed , however , that no vote s h all be cast or counted at a n y m e eting in respect of any Deben t ure challenged as not o u tstanding a n d ruled b y t h e chair m an of the m e eting to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Debentures held by him or instr u m ents in writing as aforesaid duly designating him as the Pers o n to v o te on behalf of o t her Securit y holders. Any meeting of Securit y hold e rs duly called pursuant to t h e provisions of Section 8 . 2 or 8.3 m ay be adjourned from time to time by a m ajori t y of those present, whether or not constituting a quoru m , and the meeting may be held as so adjourned without fur t her notice.

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

Any record s o signed and verified shall be con c lusive evidence of the matters t h erein stated.

Section 8.7. Quorum; Actions . The Persons entitled to vote a majority i n pr i n cipal a m ount of the Debentures then outstanding shall constitute a quorum for a m e eting of Securit y holders; provided , however , that if any action is to be taken at such m eeting with respect to a consent, waiver, request, d e m and, notice, authoriza t ion, direction or other act i on which m a y be given by the holders of not less th a n a specified percentage in principal amount of the Debentures then outstand i ng, the Pers o n s hold i ng o r representing such specified percentage in princip a l a m ount of the Debentures then outstanding will constitute a q uoru m . In the absence o f a quorum w ithin 30 m i nutes of the ti m e appoint e d for any su c h meeting, the meeting shal l , if convened at the request of Securityholders, be dissolved. In any other case the m e eting may be adjourned for a period of not l ess than 1 0 d a y s as de t e r m ined by the pe r manent chair m an of the m eeting prior to the ad j ourn m ent of s u ch m eeting. In the absence of a quorum at any such adjourned m e eting, such adjourned m e e ting m ay be further adjourned for a period of not less than 10 d a y s as dete r m in e d by the permanent chairman of the meeting prior to the adjourn m ent of such adjourned meeting. N o tice of the reconvening of any adj o ur n ed m e eting shall be given as provided in Section 8 . 2, except that s u ch notice ne e d be given only once not less than 5 da y s prior to the date on whi c h the m e eting is scheduled to be reconvened. Notice of the reconvening of an adjourned m eeting shall state expressly t h e percentage, as provided above, of the principal amount of t h e Debentures then outstand i ng which shall constitute a quoru m .

Except as l i mited by the provisos in the first paragraph of Section 9.2, any resolution presented to a meeting or adjourned m eeting du l y reconvened at whi c h a quorum is present as aforesaid may be adop t ed b y the affirmative vote of the holders of a m ajority in principal a m ount of the Debentures then outstandin g ; provide d , h o weve r , that, except as limited by the provisos in the first paragraph of S ection 9.2, an y

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

Any resolution passed or decision taken at any m eeting of holders of D e b e ntures duly held in accordance with this S e ction shall be binding on all the S ecu rit y holders, whether or not present or represented at the meeting.

ART I C L E IX. SUPPLEM E NTAL IND E NTURES

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

(a) to evidence the succession of another Per s on to the C o m p an y , or successive su ccession s , and the ass u m p tion by the suc c essor P erson of the c oven a nts, agre e ments and obligations of the C o m p any, pursuant to A rticle XI hereof;

(b) to add to the covenants of the Co m p any such further covenants, restrictions or conditions for the prot e ction of the holders of D ebentures as the Board of Directors s h all consider to be for t h e protection of the holders of such Debentures, a nd to m ake th e occurren c e, or the o c currence and continuance, of a default i n any of such additional c ovenants, restrictions or conditions a default or an Event of Default per m itti n g the enforcement of all or a ny of the s e veral remedies provided i n this Indenture as herein set forth; provide d , however , that i n respect of any such additional covenant restriction or condition such supple m en t al indenture may provide for a particular period of grace after d efault (which period may b e shorter or longer than t h at allowed in the case of other defaults) or may provide for an im m ediate e n force m ent u p on such default or may l i mit the remedies available to the Trustee upon such default;

(c) to cure any a m biguity or t o correct or supple m ent a n y provis i on c ontained herein or in a n y supplemental indenture which may be defective or inconsistent with any other provision c on tained herein or in any su p p le m ental indenture, or to make such other provisio n s in regard to matters or questions arisi n g under this Indenture; pro v ided that any such action sh all not m at e rially adversely affect the in terests of t h e holders of the Debentures;

(d) to add to, de l ete fr o m , or r evise the terms of Debentures, including, without l i mitation, any te r m s r elating to the issuance, excha n ge, registration or transf e r of Debent u res, including to pr o v ide f o r transfer procedures and restrictions substantially si m ilar to those applicable to the Capital Securities as required by Section 2.5 ( f or purposes of assuring that no registrat i on of Debentures is required under t h e Securities Act); prov i ded , however , that any such a ction shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions o n Debentures substantially s i m i l ar to t h o se that w ere applicable to Capital S ec u rities shall not be de e m ed to mater i ally adversely affect the holders of the Debentures);

(e) to evidence and prov i de for the acceptance of appoint m ent hereunder by a successor

Trustee with respect to the Debentures and to add to or change a n y of the p ro v isions of th i s Indenture as

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

Trustee;

(f) to m ake any change (other than as elsewhe r e pro v ided in this paragraph) t h at does not adversely affect the rights of a n y Secur i tyholder i n a n y m aterial respect; or

(g) to provide for the issuance of and establish the f o rm and terms and condit i ons of the Debentures, to establish the form of any certifications r e quired t o b e furnished p u rsuant to the terms of this Indenture or t h e Debentures, or to add to the rights of the holders of Debentures.

The Trustee is hereby authorized to join w ith the C o m p any in the execution of any such supplemental indenture, to m ake any f u rther appropr i ate agreeme n ts and stipulations which may be therein contained and to accept th e conve y ance, trans f er a nd assig n ment of any proper t y thereunder, but the Trustee shall not be obli g ated to, but may in its d i scretion, enter into any s u ch supple m ental indentu r e which affects the Trustee’s own rights, d u ties or im m u nities under t h is Indenture or otherwise.

Any su p p lemental indenture authorized by the pr o v i sions of this Section 9.1 may be executed b y the C o m p any and the Trustee without the consent of t h e holders of any of t h e Debentures at the time outstandi n g , notwithstand i ng a n y of the provisions of Section 9.2.

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

Upon the request of the Co m p any acco m p anied by a Board Resolution au t hor i zing the execution of any such s u pplemental indenture, a n d up o n the f iling with the Trustee of evidence of the consent of Securit y hold e rs as afor es aid, the Trustee shall j o in with the Co m p any i n the execution of such supplemental indenture unless such supple m ental indenture affects the Trustee ’ s own rights, duties or i m m unities u nder this Indenture or otherwise, in whi c h case the T r ustee may in its discretion, but shall not be obligated t o , enter into s u ch supple m ental indentur e .

Pro m ptly after the execu t ion by the Co m p any a n d the Trustee of any s u p p le m ental in d enture pursuant to the provisions of this Section, the Trustee shall tran s mit by m ail, first class po s tage prepaid, a notice, prep a red b y the C o m p an y , setting f o rth in general terms the substance of such supple m ental indenture, t o the Securityholders as their names a nd addresses appear upon the Debenture Register. Any

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

It shall not be necessary for the consent of the S ecurityholders under this Section 9.2 to app r ove the particular form of any proposed supp l e m ental indenture, but i t shall be sufficient if such consent shall approve the s ubstance thereof.

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

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

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

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

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

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

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

Each such notice of red e mption shall specify the CUSIP nu m ber, if any, of the Debentures to be redeemed, t h e Rede m p tion Date or the Special Red e m p tion Date, as applicable, the Redemption Price or the Special R ed e m p tion Price, as applicable, at whi c h Debentures are to be red ee m ed, the pl a ce or places o f pa y m ent, that pa y m ent will be made u pon presentation and surr e nder of such Debentures, that interest accrued to the date fixed for rede m p ti o n will be paid as specified in said notice, and that on and after said date interest thereon or on the portions thereof to b e redeemed will cease to accrue. If l ess than all th e Debentures a re to be redeemed the notice of red e m p tion shall specify the nu m bers of the Debentures to be rede e med. In case the De b entures are to be rede e m ed in part only, the notice of red e m p tion shall state the portion of t h e principal a m ount there o f to be redeemed and shall state that on and after the date fixed for rede m p tion, upon surren d er of such Debenture, a new Debenture or Debentures in principal a m ount equal to the unred e e m ed portion thereof will be issued.

Prior to 10 : 00 a . m . New York City t i me on the Rede m p tion Date or Special Rede m p tion Date, a s applicable, the C o m p any will deposit with the Trustee or with one or m o re p a y ing agents an a m ount of m oney sufficient to redeem on the Rede m p tion Date or the Special Rede m p tion Date, as applicable, all t h e Debentures so called for rede m p tion at t h e appropri at e Rede m p tion Price or Special Rede m p tion Price.

If all, or less than all, the Debentures are to be redeemed, the Co m p any will give the Trustee notice not less than 45 nor m o re than 60 d a y s, respectivel y , prior to the Red e m p tion Date or Special Red e m p tion Date, as applicable, as to the aggregate principal a m ount of Debentures to be redeemed a n d the Trustee shall se l ect, i n such m an n er as in its so le discretion it shall deem appropriate and fair, t h e Debentures or portions t h ereof (in integral m u ltip l es of $1,000.00) to be redee m ed.

Section 10.4. Payment of Debentures Called for Redemption . If notice of rede m p tion has been given as provided in Section 10. 3 , the Debentu r es or portions of Debentures with respect to which such notice has been given shall bec o me due and pa y able on t h e Rede m p tion Date or Special Redemption Date, as applicable, and at the place or places stated in such notice at the applicable R ed e mption Price or Special Red e m p tion Price and on and a fter said date (unless the C o m p any shall default in the p a y m ent of such Deben t ures at the Red e m p tion Price or Sp e cial R ed e m pt ion Price, as applicable) interest on th e Debentures o r portions of Debentures s o called for r ed e m p tion shall c e ase to a ccrue. On presentation a n d surrender of such Debentures at a place of pa y m ent specified in said notice, such Deb e ntures or the specified portions thereof shall be paid and rede e m ed by the Co m p any at the applicable Red e m p tion Price or Special R e d e m p tion Price.

Upon presentation of any Debenture redee m ed in part on l y , t h e C o m p any shall execute and the Trustee shall authenticate and m ake av ailable for delivery to the holder thereof, at the expense of the C o m p an y , a new Debenture or Debentures of auth o r i zed deno m inations, in p r incipal a m ount equal to t h e unrede e m ed portion of the Debenture so presented.

ART I CLE X I.

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

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

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

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

ART I CLE X II.

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

Section 12.1. Discharge of Indentur e . When

(a)

the C o m p any shall deliver to the Trustee for cancellation all Debentures theretofore authenticated (other than any Debentures which sh a ll have been destro y ed, lost or stolen and which shall have been replaced or paid as provided in Section 2.6) and not theretofore canceled, or

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(b)

all the D ebentures not theretofore can ce led or delivered to the Trustee for c ance l lation shall have bec o me due and payable, or are b y the i r terms to bec o m e due and pa y able within 1 y ear or are to be called for rede m p tion within 1 y ear u nder arrangements satisfactory t o the Trustee for the giv i ng of notice of re d e m p tion, and the Co m p any shall de p o sit with the Trustee, in trust, funds, w h ich shall be im m e diately due and p a yable, sufficient to p a y at maturity or u pon rede m p tion all of the Deben t ures (other than a n y Debentures which shall have been d e stro y ed, lost or stolen and whi c h shall have been rep l aced or paid as provided in Section 2.6) not theretofore cance l ed or delivered to the T rustee for cancellation, includi n g pr i n cipal and p r e m i u m , if a n y, and i n t e rest due or t o b e c o m e due to such date of maturity or r ede m p tion date, as the case may be, b u t excluding, however, the a m ount of any m one y s for the p a y ment of princ i pal of, and pre m i u m , if an y , or inte r est on the Debentures (1 ) theretofore repaid to the C o m p any in accordance with the p r ovisions of Section 12. 4 , or (2) paid to a n y state or to the District of Colu m b ia pursuant to its unclai m ed proper t y or similar laws,

and if in the case of either clause ( a) or clause (b) the C o m p any shall also pay or cause to be paid all other s u m s pa y able hereunder by t h e Co m p an y , then this Indenture shall cease to be of further effect except for the pro v isio n s of Sections 2.5, 2. 6 , 2 .8, 3.1, 3. 2 , 3 .4, 6.6, 6. 8 , 6 .9 and 1 2 .4 hereof shall surv i v e until su c h Debentures shall mature and be pai d . Thereafter, Sect i ons 6.6 a nd 12.4 shall survive, and the Trustee, on de m and of the C o m p any acc o m p anied by an Office r s’ Certificate and an Opinion of Couns e l, each s t ating that all conditions preced en t herein provided for relat i ng to the satisfaction and discharge of th is Indenture have been c o m p lied with, and at the c o st and expe n se of the C o m p an y , shall execute proper instr u m en t s acknowledging satisfaction of and d i s charging this Indenture. The Co m p a n y agrees to r e i m burse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Ind e nture or the D ebentures.

Section 12.2. Deposited M o neys to be Held in Tr us t by Tr u stee . Subject to the provisions of Section 12. 4 , all m one y s d eposited with the Trustee purs u ant to S e ction 12.1 shall be held in trust in a non- interest bearing account and applied b y it t o the p a y m ent, either directly or throu g h a n y pa y i ng agent (including th e C o m p any if acting as its own pa y i ng agent), to the holders of the particular Debentures for the pa y m ent of which such m one y s have been dep o sit e d with the Trustee, of all sums due and to beco m e due thereon f o r principal, a nd pre m i u m , if any, and i n t erest.

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

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

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ART I CLE X III.

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

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

ART I CLE X IV. MISCELLANEOUS PROVI S IONS

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

C o m p any in this Indenture shall bind its succe s sors a n d assigns whether so expressed or not.

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

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

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

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

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

Each certificate or opin i on provided f o r in this Ind e nture and delivered to the Trustee with r e spect to c o m p liance with a condition or cov e nant provided for in this I n denture shall include (1) a statement that the person making such certificate or opinion has read such cove n ant or condit i on; (2) a bri e f statement as to the nature and scope of the exa m ination or i n vestigation u pon which t h e statements or o p ini on s contained in s u ch certifica t e or opinion are based; (3) a stat e ment that, in the opinion of such person, he has made such ex a m ination or investigation as is nece s sa r y to enable him to express an infor m ed opinion as to whether or not such covenant or condition has been c o m p lied with; and (4) a sta t e m ent as to whether or not in the opinion of such person, such con d i t ion or c o venant has been co m p lied with.

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

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

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

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

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

45 131 2 808 .1CSB Bancshares, Inc./Indenture

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

ART I CLE X V. SUBORDINATION OF DEB E NTURES

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

The pa y m ent b y the Co m p any of t h e principal of, and pre m iu m , if an y , and interest on all Debentures shall, to the extent and in the manner hereinafter set f o rth, be subor d inat e d and junior in right o f pa y m ent to the prior p a y m ent in full of all Senior Indebtedness of the Co m p an y , whether out s tanding at the date of this I n denture or th e reafter incurred.

No provision of this Article XV shall p revent the occurrence of a n y default or Event of Default hereunder.

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

In the event that, notwit h standing the foregoing, any p a y m ent sh all be re c e iv ed by the Trustee when such pa y m ent is prohibited by the preceding par a graph of this Section 15.2, such pa y m ent sha l l, subject to Section 15 . 7, be held in trust for the bene f it of, and shall be paid over or delivered to, the ho l ders of Senior Indebtedness or their respect iv e representatives, or to the trustee or t r ustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as th e ir resp e ctive in terests may appear, but only to the extent that the holders of the Senior Indebtedness (or their r epresentative o r representati v es or a trustee) noti f y the Trustee in writing with i n 90 d a y s of such p a y m ent of the a m ounts then due and owing on the Senior Indeb t edness and o n l y the a m ounts specified i n such notice to the Trustee shall be paid to the holders of Senior Indebtedness.

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

46 131 2 808 .1CSB Bancshares, Inc./Indenture

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

In the event that, notwithstanding the foregoing, a n y p a y m ent or distributi o n of assets o f the C o m p any of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be r ece i ved by the Trustee before all Senior Indebtedness is paid in full, or provision is m ade for su c h pa y m ent in m oney in accordance with its te r m s, su c h p a y m ent or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of s u ch S e nior Indebtedness or their representati v e or rep r ese n tatives, or to the trustee or trustees under any inden t ure pursuant to which any instruments ev idencing such Senior Indebtedness m a y have been issued, as the i r respective in terests may appear, as ca l culated by the C o m p an y , for application to the pa y m ent of all Senior Indebtedn e ss, remaining unpaid to t h e extent necessary to p a y such Senior Indebtedness in full in m o ney i n accordance with i t s ter m s, after giving effect to a n y concu r rent pa y m ent or distribu ti on to or for t h e benefit of the holders o f such Senior Indebtedness.

For purposes of this Article XV, the words “cash, p roperty or secu r ities” sha l l not be deemed to include shares of stock of the C o m p any as reorganiz e d or readjusted, or securities of the C o m p any or any other corpo r ation pr o v id e d for b y a p lan of reorg a nization or r eadjust m ent, the p a y m ent of which is subordinated at least to the extent provided in th i s Article XV with respect to the De b e ntures to the pa y m ent of all Senior Indebtedness, that may at t h e time be outstanding, provided that (i) such Senior Indebtedness is ass u med by the new corporation, if an y , resulting from any such reorganization or readjus t m ent, and (ii) the rights of the holders of s u ch Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readj u s t m ent. The consolidation of the C o m p any with, or the m erger o f the C o m p a n y into, a n o t her corporation or the li q uidation or d issolution of the C o m p any following the conve y ance or transfer of its property as an entiret y , or substantially as an entiret y , to anoth e r corporation upon the ter m s a nd conditions provided f o r in Article XI of this Indenture shall not be dee m ed a dissolution, winding-up, liquidation or reorganiz a t i on for the purposes of this Section if such other corporation s h all, as a part of such c onsolidati o n, merger, conve y ance or t ransfer, c o mp l y with the conditions stated in Artic l e XI of this Indenture. Nothing i n Section 15.2 or i n this Section shall app l y to claims of, or pa y m ents to, the Trustee under or p u rsuant to Section 6.6 of this I n denture.

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

Nothing con t ained in this Article XV or elsew h ere in this Indenture or in the Debentures is intended to or shall i m pair, as between the C o mpa n y , its creditors other than the ho l ders of Senior Indebtedness, and the holders of the Debentures, th e obligation of the C o mpan y , which is absolute a nd

47 131 2 808 .1CSB Bancshares, Inc./Indenture

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

Upon any pa y m ent or distribution of assets of the C o m p any referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and t h e Securityholders shall be entitled to conclusively rely u p on any order or decree made b y any court of c o m p etent jurisdiction in which su c h dissolution, winding-up, liquidation or reorganiza t ion proceedings are pending, or a ce r tificate of t h e receiver, tru s tee in bank r upt c y , liquidation trustee, agent or o t her Person making such pa y m ent or distribution, delivered to t h e Trustee or to the S ecur i tyholders, for the purposes of ascertain i ng the Persons entitled to participate in such distribution, the holders of Senior Indebtedness a nd other indebtedness of the C o m p an y , th e a m ount thereof or p a y ab l e thereon, the a m oun t o r a m ount s pai d o r d i stributed thereon and all other facts pertinent thereto or to this Article XV.

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

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

The Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written no t ice by a Person representing hi m self to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder), to establish that such notice has been given by a holder of such Senior Indebtedn e ss or a trustee or represent a tive on behalf of any such holder or ho l ders. In the event that the Trustee d e ter m ines in good faith that further evidence is required with respect to the right of any Person as a holder of such Senior Indebtedness to participate in any pa y m ent or distribution pursuant to t h is Article X V , the Trustee m ay request such Pe r son to furni s h evidence to the reasonable satisfaction of the Trustee as to the a m ount of such Senior Indebtedness held b y such Person, the extent to which such P erson is entit l ed to participate in such pa y m ent or distribution and

48 131 2 808 .1CSB Bancshares, Inc./Indenture

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

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

With respect to the holders of Senior Indebtedness, t h e Trustee undertakes to pe r form or to observe only such of its covenants and obligations as a r e s p ec i fically set forth in this Article XV, and no i m plied covenants or obligations with resp e ct to the holders of such Se nior Indebtedness s h all be read into this Indenture ag a inst the Trus t ee. The Tru s tee shall not be dee m ed to owe a n y f i d u ciary d u t y to the ho l ders of such Senior Indebtedness and, subject to the provisions of Article VI of this Indenture, the Trustee shall not be liable to an y holder of such Senior I ndebtedness if it shall p a y over or del i ver to Secur i tyholders, t h e C o m p any or any other Person m oney or asse t s to which any holder of such Senior Indebt e dness shall be entitled by v i rtue of this A rticle XV or otherwise.

Nothing in t h is Article XV shall apply t o clai m s of, or pa y m ents to, the Trustee under or p u rsuant to Section 6 .6 .

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

Without in an y way li m iting the generality of t he foregoing paragraph, the holders of Senior Indebtedness ma y , at any t i me and fr o m time to t i me, w ithout the consent of or notice to the Trustee or t h e Securit y hold e rs, without in curring responsibili t y t o t h e Securit y ho l d ers and without i m pairing or releasing the subordin a tion prov i ded in this Article XV or the o bligations hereunder of the holders of the Debentures to the holders of such Se n ior Indebtedness, do any o n e or m o re o f the following: (i) change the manne r , place or t e r ms of pa y ment or extend the time of pa y ment of, or re n ew or alter, su ch Senior Indebtedness, or otherwise amend or supplement in any manner s u ch S e nior Indeb t edness or any instr u m ent evidencing the same or any agreement under which such Senior Indeb t edness is outstanding; ( ii) sell, exchange, release o r otherwise d e al with any property pledged, m o rtgag e d or otherwise s e curing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exerc i sing any righ t s against the Compan y , and any other Person.

Signa t ures appear on the fo llowing page

49 131 2 808 .1CSB Bancshares, Inc./Indenture

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

		CSB BANCSHARES, INC

		By:	/s/ Thomas B. Walsh
		Name:	Thomas B. Walsh
		Title:	Chairman

		WILMINGTON TRUST COMPANY, as Trustee

		By:

		Name:
		Title:

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

		CSB BANCSHARES, INC

		By:

		Name:
		Title:

		WILMINGTON TRUST COMPANY, as Trustee

		By:	/s/ Christopher J. Monigle

		Name:	Christopher J. Monigle
		Title:	Vice President

13!2808 I

CSB Bancshares, Inc /Indenture

EXHIBIT A

FORM OF F LO A TI N G RATE J U N I OR SU B O R DI N ATED DEFE R RA B LE IN T ER E ST DEB E NTURE

[FORM OF F ACE OF S E CURITY]

THIS SEC U RITY IS N O T A S AV IN GS A CC OUN T OR DE P OSIT AND IT IS NOT INSURED BY THE UNITED STA T ES OR ANY AGENCY OR FUND OF THE UNIT E D STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE CORPORATION.

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMEN D ED (THE “ S ECURITIES ACT”), A N Y STATE SECURITIES L AWS OR A NY OTH E R APPLICAB L E SECURITIES LAW. NEITHER THIS SECURITY NOR ANY IN T EREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERR E D, PLEDGED, ENCUMB ER ED OR O T HERWISE D I SPOSED OF IN T HE ABSENCE OF SUCH REGISTRA T ION OR UNLESS SUCH TRANSAC T ION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGI S TRATION REQUIREM E NTS OF T H E SECURI T IES ACT AND ANY APPLICABLE STATE SECURITIES L AWS. THE HOLD E R OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, S ELL OR OTHERWISE TRANSF E R THIS S E CURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO A R E GISTRATION STATE M ENT THAT HAS BE E N DECLAR E D EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A PERSON WHOM THE SELLER REASONAB L Y BELIEVES IS A QUALIFI E D INSTITU T IONAL BUYER IN A TRANSAC T ION MEETING THE R E QUIREMENTS OF RULE 144A SO LONG AS THIS SECURI T Y IS ELIGIBLE FOR RESALE PURSUANT TO R U LE 144A IN ACCORDANCE WITH RULE 144A, (D) TO A N ON-U.S. P E RSON I N A N OFFS HO RE TRAN S ACTION IN ACC O R DA NCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITU T IONAL “ A CCREDIT E D INVES T OR” WI TH IN THE MEANI N G OF SUBPARAGRAPH (A) OF RULE 501 UNDER TH E SECURITIES ACT THAT IS ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE AC CO UNT OF S U CH A N I N S TITUTIO NA L ACCR E DI T ED INVES T OR, FOR INVESTMENT PURPOSES AND NOT WITH A V I EW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DIS T RIBUTION I N VIOLAT I ON OF THE SECURITI E S ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE E XEMPTION FROM THE REGISTRA T ION REQU I REMENTS OF THE S E CUR I TIES ACT, SUBJECT TO T HE COMPANY’S RIGHT P RIOR TO ANY SUCH OF F ER, SALE OR TRANSFER TO R E QUIRE THE D E LIVERY OF AN OP I N I ON OF COUNSEL, CERTIF I CATION AND / OR OTHER I NFORMAT I ON SATISFAC T ORY TO IT IN ACCORDANCE WI T H THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM T HE COMPANY.

THE HOLDER OF THIS SECURI T Y BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND W ARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIV I DUAL RETIREM E NT ACCOUNT OR O T HER PLAN OR ARRANGEMENT SUBJECT T O T ITLE I OF T HE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 197 4 , AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “ P LAN”), OR AN E NTITY WHOSE UNDERLYING ASSETS INCLUDE “P L AN ASSETS” BY REA S ON OF ANY PLAN ’ S INVESTMENT IN THE ENTITY, AND NO PERSON INVEST I NG “PLAN ASSETS” OF ANY PLAN MAY ACQUI R E OR HOLD T HE SECURITIES OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTM E NT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICAB L E EXEMPTI O N OR ITS P URC H ASE AND H OLD I NG OF THIS SECURITY IS NOT PR O HIBITED B Y

A- 1 131 2 808 .1CSB Bancshares, Inc./Indenture

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

THIS SECURITY WILL BE ISSU E D AND MAY BE TRAN S FERRED ONLY IN B L OCKS HAVING AN AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000.00 AND MULTIPLES OF $1,000.00 IN EXCESS THEREOF. ANY ATTEMPTED TRANS F ER OF TH I S SECURITY IN A B L OCK HAVING AN AGG R EGATE PR I NCIPAL AMOUNT OF LESS THAN

$100,000.00 SHALL BE DEEMED T O BE VOID AND OF NO LEGAL EFFECT WHA T SOEVER.

THE HOLDER OF THIS SECURI T Y AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

IN CONN E CTION W I T H ANY TR ANSFER, T HE HOLD E R WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH C E RTIFICAT E S AND OTHER INFOR M ATION AS MAY BE REQUIRED BY THE INDENTURE T O CONFIRM THAT T HE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

Floating Rate Junior S u bo r dinated Defe r rable Interest Debenture of

CSB Bancsh a res, Inc.

August 17, 2 006

CSB Bancs h ares, Inc., an Oklahoma corporation ( the “C o m pa n y ” which t erm includes any successor Person under t h e Indenture hereinafter referred to), for value received pro m ises to pay to Wil m ington Trust C o m p an y , not in its individual ca p acity but solely as Institutional Trustee for CSB Bancshares S tatuto r y Trust I (the “Holder”) or regis t ered assigns, the principal s u m of five million one hundred f if t y-five thousa n d dollars ($ 5, 155 , 000 . 00) on Septe m ber 15, 20 3 6, a nd to p a y i nt erest on said principal sum from August 17, 2006, or from the m o st r ecent Interest Pa y m ent Date (as defined below) to which interest has been paid or du l y p rovided fo r , qu a rterly (subject to deferral as set fo r th herein) in arrea r s on March 15, June 15, Septe m ber 15 and D e c e m b er 15 of each y ear or if such d a y is not a Business D ay, then the n e xt succee d ing Business D a y (each such date, an “Interest Pa y ment Date”) (i t being under s tood that in t erest accrues for any s u ch non-Busin e ss Da y ), comme n cing on the Interest Pa y m ent Date in Dece m b er 20 0 6, at an annual rate equal to 7.2 3 % beginning on (and i n cl u d ing) t h e date of original issuance and ending o n (but excluding) t h e Interest P ayment Da t e in Dec e mber 2 0 06 and at an annual rate fo r each successive period beginning on (and including) the In t erest Pa y m ent Date in December 2006, and each succeeding Interest Pa y ment Date, and ending on (but excluding) the next succeeding In terest Pa y ment Date ( ea c h a “Distrib u t i on Period”), equal to 3-Month LIBOR, dete r m in e d as described below, plus 1.82% (the “Coupon Rat e ”), applied to the principal a m ount hereof, until the principal hereof is paid or du l y pr o v id e d for or made available for pa y m ent, a n d on any o v erdue principal and (without duplication a nd to t h e ex t ent that p a yment of such interest is enforceable under applicable

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

“3-Month L I BOR” as used herein, m e ans the London interbank offered interest rate for three- m onth U.S. dollar depos i ts deter m ined b y the Tr u stee in the following or d er of priori ty : (i) the ra t e (expressed as a percentage per annu m ) fo r U.S. dollar deposits having a three - m o nth m aturity that appears on Telerate Page 3750 as o f 11: 0 0 a. m . (Lond o n ti m e) on t h e related Deter m inat i on Date (“Telerate Pa g e

3750” m eans the displ a y designated as “Page 3750” o n the M on e y l ine Telerate Service or such o t her page as m ay replace Page 3750 on that serv i ce or such o t her service or services as may be no m i nated by the British Ban k ers’ Association as the information vendor for the purpose of displa y i ng London interbank offered rates for U.S. dol l ar deposits); (ii) if such r a te cannot be identified o n the related Deter m ination Date, the Tr u stee will request the princ i pal London offices of four leading banks in the London interbank

market to provide such banks’ offered quotations (expressed as percentages per annu m ) to pr i m e banks in

the London i n terbank market for U.S. dollar deposits having a three- m onth maturity as of 11:00 a. m . (Lond o n ti m e) on such Deter m ination Date. If at l e ast two quotat i ons are prov i ded, 3-Mon t h LIBOR will be the arithmetic mean of such quo t ations; (iii) if fewer than two such quotations are provided as requested in clause (ii) above, the T r ustee will request four m ajor New York City banks to provide such banks’ offered quotations (expressed as percentages per annu m ) t o leading Eu r opean banks for loans in U.S. dollars as of 11:00 a. m . (London t i m e) on such Dete r mination Date. If at least two such quotations are provided, 3-Month L I BOR will be the arit h m etic m ean of such quotations; and (iv) if fewer than two such quotations are provided as requested in clause (iii) above, 3-Month LIBOR will be a 3-Month LIBOR det er m ined with respect to the Distribution Period i mmediate l y preceding such curr e nt Distribution Period. If t h e rate for U.S. dollar deposits having a three- m onth m aturity that initial l y appears on Telerate Page 3750 as of 1 1 :00 a. m . ( L ond o n ti m e) on the related Deter m ination Date is superseded on the Telerate Page 37 5 0 b y a corr e cted rate b y 12 : 00 no o n (Lon d on t i me) on such Determination Date, then the corrected rate as so substituted on t h e applicable page will be the applicable

3-Month LI B OR for such Determination Date. As u sed herein, “ Dete r mination Date” mea n s the date that is two London Banking Da y s (i.e., a business day in w h ich dealings in deposits in U.S. dollars are transacted in the London interbank m a rket) preced i ng the commencement of the relevant Distribution Period.

The Interest Rate for any Distribution Period will at no time be higher than t h e m ax i m u m ra t e then per m itted by New York law as the same m ay be m odified by United States law.

All percenta g es resulting from any calculations on the Debentures will be rounded, if necessar y , to the nearest one hundr e d -thousand t h of a percentage point, with five one-millionths of a percentage point ro u nd e d upward (e .g ., 9 . 87 6 545% (or . 09 8 76 54 5 ) being r o u n ded to 9. 8 7 65 5 % (or . 0 98 7 655), and all dollar a m ounts used in or resulting from such calculation will be rounded t o t h e nearest cent (with one- half cent being rou n ded up ward)).

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

So long as no Accelerati o n Event of Default has occurred and is continuin g , the C o m p any shall have the right, from time to time, and without causing an Event of Default, to defer pa y ments of interest on t h e Debentures b y ext e nding the i n terest pa y m ent period o n t h e Debentures at a n y ti m e and from ti m e to time during the te r m of the Debentures, for up to 20 consecutive quarterly periods (each su ch extended interest pa y ment period, an “Extension Period”), during which Extension Period no interest (including Additional I n terest) shall b e due and pa y able (except a n y Addit i o n al S u m s that may be due and p a y able ) . No Extensi o n Period m a y end o n a date other t h an an Interest Pa y m ent Date. During an Extensi o n Period, interest will continue to accr u e on the Deben t ures, and interest on such accrued interest will accrue at an annual rate equal to t h e Interest R a te in effect for such Exten s ion Period, c o m pounded quarterly fr o m the date such interest would have b e en pa y able were it not for the Extension Period, to the extent per m i t ted by law (such inte r est r eferred to he r ein as “ Additional Interest”). At the e n d of any such Extension P e riod the Company shall pay all interest then accrued a nd unpaid on the Debentures (together with Additional Interest thereon); provided , however , that n o E xt ension Peri o d m ay exte n d b e y o nd t h e Maturity Da t e; provided f u rt h er , however , that dur i ng a n y such Extension Period, the C o m p any shall not and shall not pe r m it any Affiliate to engage in any of the activities or transactions descr ib ed on the reverse side hereof and in the Indentu r e. Prior to the ter m ination of any E x tension Period, t h e C o m p any may further extend such period, prov i ded that such period t oge t h er with all such previo u s and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond t h e Maturity Da t e. Upon the te r m ination of any E x t e nsion Period and upon the pa y m ent of all accrued and unpaid interest and Addit i onal Interest, the Co m p a ny may com m ence a new Extension Peri o d , subject t o the foregoi n g require m e n ts. No interest or Ad d itional Interest shall be d u e and pa y ab l e during an Extension Period, except at the end thereof, but e a ch install m e n t of interest that would o t herwise have been due and pa y able dur i ng such Extension Period shall bear A d ditional Interest. The C o m p any m u st give the Trustee notice of its el e ction to begin or extend an Extension Period by the close of business a t least 15 Business Da y s prior to the Interest Pa y m ent Date with respect to which interest on the Debentures would have been p a y able except for the election to begin or extend su c h Extension P eriod.

The indebtedness eviden c ed by this Debenture is, to the extent provided in the Indenture, subordinate and junior in r i ght of p a y m ent to the pri o r pa y m ent in full of all Senior Indebtedn e ss, and this Debenture is issued subject to the prov i sions of the I ndenture with respect thereto. Each holder of this Debenture, by accepting the s a me, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her beh a lf to take such action as may be ne c essary or appropriate to acknowledge or effectuate the subord i nation so prov i ded and (c) appoints t h e T rustee his or her attorne y - in-fact for any and all su c h purposes. Each holder her e of, by his or her ac c eptance hereof, hereby waives all notice of the acceptance of the subo r dination provisions contained herein and in the Inden t ure by each holder of Senior Indebtedness, wheth e r now outstanding or hereafter incurr e d, and waives relian c e by each such holder upon said provisions.

This Debenture shall not be entitled to any benefit under the Indenture hereinaf t er referred to, be valid or become obligatory for any pu r pose until the certificate of authentication hereon sha l l have been signed b y or on behalf of t h e Trustee.

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

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

		CSB BANCSHARES, INC.

		By:
			Name:
			Title:

CERTIFIC A TE OF AU T HENTICA TI ON

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


		WILMINGTON TRUST COMPANY, as Trustee

		By:
			Authorized Officer

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

This Debenture is one of the flo a ting rate junior subo r d i nated deferrable interest debentures of t h e C o m p an y , all issued or to be issued un d er and pursu a n t to t h e Ind e nture dated as of August 1 7 , 2 0 06 ( t he “Indenture”), du l y executed and delivered between t h e C o m p a n y and the T r ustee, to which Indenture referen c e is hereby m ade for a descr ip tion of the rights, li m ita t ions of rights, obligation s , duties and im m unities thereunder of the Trustee, the C o m p any a nd the holders of the De b entures. The Debentures are li m ited in aggregate principal a m ount as specified in the Inden tu re.

Upon the occurrence and continuati o n of a Special Event prior t o the Interest Pa y m ent Date in Septe m ber 2011, the Co m p any shall ha v e the right to r e deem the Debentures in whole, but no t in part, at any I n terest Pa y m ent Date, within 1 2 0 d a y s fo l lowing the occurrence of such Special Event, at the Special Rede m p tion Price.

In addition, t h e Co m p any shall have the right to redeem the De b entures, in whole or i n pa r t, but in all cases in a principal a m ount with integral m u lt i p l es of $1,000.00, on any I n terest Pa y ment Date on or after the Interest Pa y m ent Date in Septe m b er 2011, at the Rede m p tion Price.

Prior to 10 : 00 a. m . New York Ci t y t i me on the Rede m p tion Date or Special Rede m p tion Date, as applicable, the C o m p any will deposit with the Trustee or with one or m o re pa y ing agents an a m ount of m oney sufficient to rede e m on the Rede m p tion Date or the Special Red e m p t i on Date, as applicable, all the Debentures so cal l ed for red e m p tion at the a p propriate Rede m p tion Pr i ce or Special Rede m p ti o n Price.

If all, or less than all, the Debentures are to be re d eemed, the Co m p any will give the Trustee notice not less than 45 n o r m o re than 60 d a y s, re sp ectivel y , prior to the R e d e m p tion D a te or Spec i al Rede m p tion Date, as applicable, as to the aggregate principal amount of Debentures to be redeemed and the Trustee shall select, in such manner as in its s o le discretion it shall deem appropriate and fair, the Debentures or portions thereof (in integ r al m u ltiples of $1,000.00) t o be redee m ed.

Notwithstanding the f o re g o ing, a n y re d e m p tion of D ebentures by the Co m p any shall be subject to the receipt of any and all r e quired regulatory approvals.

In case an Acceleration Event of Default shall h a ve occurred and be co n tinuing, upon de m and of the Trustee, the principal of all of the Debentures s h all bec o m e due and p a y able in the m a nner, with the effect and s u bject to the condit i ons pr o v ided in the I ndenture.

The Indentu r e contains provisions pe r mitting the C o m p any and the Trustee, with the con s ent of the holders of not less than a majority in aggre g ate principal a m ount of the Debentures at the ti m e outstandi n g , to execute su p p le m ental indentures for the purpose of adding a n y p rovisions to o r changing in a n y m anner or eli m inating a n y of the provisions o f this Indent u re or of any s upple m ental indenture or of m odif y ing in any m anner the rights of the holde r s of the Debentures; prov i de d , however , that no such supplemental indenture shall without th e consent of the holders of each Debe n ture then ou t standing and affected there b y (i) change the fixed maturi t y of a n y Debenture, or reduce the principal a m ount thereof or any pre m i u m thereon, or reduce the rate or extend the time of pa y m ent of int e rest thereon, or reduce any a m ount pa y a ble on redemption thereof or m ake the pri n cipal thereof or any in t erest or premium there o n pa y able i n a n y coin or cur r ency other th an that p r ov i ded in the Debentures, or i m p air or affect the right of any Securi t yholder to ins t itute suit for pa y m ent thereof or i m pair the right of repa y m ent, if an y , at the option of the holder, or (ii) reduce the aforesaid percentage of Debentures th e holders of which a r e required to c o nsent to a n y s u ch supple m ental indentur e .

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

No reference herein to the Indenture and no provis i o n of this Debenture or of t h e Indenture shall alter or i m p a i r the obligation of the Co m p an y , whi c h is absolute and uncondit i onal, to p a y the principal of and pre m i u m, if an y , and interest, including Addition a l Interest, on this Debenture at the time and place and at the rate and in the m oney herein prescribed.

The Co m p a n y has agreed that if Debentures are initially issued to the Trust or a trustee of such Trust in connection with the issuance o f Trust Sec u rities by the T rust (regardless of whether Debentures continue to be held b y s u ch Trust) and (i) there shall have occurred and be continuing an Event of Default, (ii) the Co m p any shall be in default with respect to its p a y m ent of any ob l igati o ns under the Capital Securities Guara n tee, or (iii) t h e Co m p any shall have given notice of its election t o defer pa y m ents of interest on the Debentures b y extend i ng the interest pa y m ent period as prov i ded herein and such Extens i on Perio d , or a n y ext e nsi o n thereof, s h all be conti n uing, then the Co m p any shall not, and shall not allow any Affiliate of the Co m p any to, ( x ) d eclare or pay any div i dends or distributions on, or rede e m , pur ch ase, acquire, or m ake a l i quidation p a y m ent with re sp ect to, any of the Co m p a n y ’ s capital stock or its Affiliates’ capital stock (other than pa y me n ts of dividends or distributions to the C o m p any or pa y m ents of dividends f ro m direct or indirect subsidiaries of the Co m p any to their parent corporation s , which also s h all be direct o r indirect subsidiaries of t h e C o m p an y ) or m ake any guarantee p a y m ents with respect to the foregoing or ( y ) m ake a n y p a y m ent of pri n cipal of or interest or pre m i u m , if an y , o n or repa y , repurchase or r edeem any debt securities of th e C o m p any or any Affiliate that r ank pari passu in all respects with or junior in interest to the Deben t ures (other than, with respect to clauses (x) and ( y ) above, (1) repurchases, rede m p tions or other acquisitions of shares of capital stock of the C o m p any in connection w ith a n y e m pl o y m ent contract, benefit plan or other si m ilar arrangement with or f o r the benefit of one or m o re e m plo y ees, officers, direc t o r s or consultants, in connection with a dividend reinves t m ent or stockhold e r stock purchase plan or in connection with the issuance of capital stock of the C o m p any (or securities convertible i n t o or exercisable for such capital stock) as consideration in an acquisition t r ansaction entered into pr io r to the appl i ca b le Extension Period, if an y , (2) as a result of any exchange or conversion of any class or series of t h e C o m p any ’ s capital stock (o r any capital stock of a subsidiary of the C o m p any) for any class or seri e s of the C o m p any ’ s capital sto c k or of any class or s eri e s of the Co m pa n y ’ s indebtedness for any class or seri e s of the Company ’ s capital stock, (3) the purchase of fractional in t erests in shares of the C o m p an y ’ s c a p ital stock p u rsuant to t h e conversion or excha n g e provisions of such capital stock or the security being converted or exchang e d, (4) any d e claration of a dividend i n connection with any st o ckholders’ r i ghts plan, or the issuance of rights, stock or other

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

The Debentures are issuable on l y in registere d , certificated form without coupons a n d in min i m u m deno m inations of $100,000.00 and any multiple of $1,000.00 i n ex c ess thereof. As provided in the Indenture and subject to the tran s fer restricti o ns and li m itations as m ay be contain e d herein a n d therein from ti m e to t i m e, th is Debenture is trans f er a ble b y the ho l der hereof on the Debenture Register o f the C o m p any. Upon due presen t ment for registration of transfer of any Debentu r e at the Principal Office of the Trustee or at any office or age n cy of the Co m p any m ain t ained for such purpose as provided in Section 3.2 of the Indenture, the C o m p any shall execute, the C o m p any or the Trustee shall register and the Trustee or the Authenticating A g ent shall authenticate and m a ke av a ilable for delive r y i n the na m e of the transferee or transfe r ees a new Debenture for a like aggregate principal a m ount. All Debentures presented for registration of transfer or for exchange or p a y m ent shall (if so required by the C o m p any or the Trustee or the Authenticating Agent) be duly end o rsed b y , or be acc o m p anied by a written instru m ent or instru m en t s of transfer in form sati s factory t o , the C o m p any a nd the Trustee or the Authenticating Agent du l y executed by t h e holder or his attorney du l y authorized in writing. N o service ch a rge shall b e made for any exchange or registration of transfer of Debentures, but the Co m p a n y or t h e Trustee may require p a y ment of a sum sufficient to cover a n y t ax, fee or o t her govern m ental charge that may be i m posed in connection therewith.

Prior to due presen t m ent fo r registration of transfer of any Debenture, the Compan y , the Trustee, any Authenticating Agent, any p a y ing agent, any t r ansfer agent and any Debenture registrar m ay de e m the Person in whose name such Debenture shall be r e gistered upon the Debenture Register to be, and m ay treat h i m as, th e absolute owner of such Debenture ( w hether or not such Debenture shall be o v erdue) for the purpose of receiving pa y m ent of or on account of the principal of, pre m iu m , if an y , and interest on such Debenture and for all other purposes; a n d neither the Co m p any nor the Trustee nor any Authenticating Agent nor any p a y ing agent nor a n y t r ansfer agent nor any Debenture registrar shall be affec t ed by any notice to the contrar y . All such payments so m a de to any holder for the time being or upon his or d er shall be v alid, and, to the extent of the sum or s u m s so paid, effectual to satisfy and discharge the liabili t y for m on e y s p a y ab l e upon any such Debenture.

No recourse for the pa y m ent of the principal of or pre m i u m , if a n y, or interest on a n y Debenture, or for any c l aim based thereon or otherwise in respect thereof, and no recourse under or upon a n y obligati o n, covenant or agreement of the C o m p any in the Indenture or in any supple m ental indenture, or in any such Debenture, or because of the creation of any indebt e dness repres e nted thereb y , shall be had against any i n corporator, s tockholder, e m plo y ee, off i cer or director, as such, p a st, present or future, of the C o m p any or of any successor Person of the C o m p an y , either d i rectly or through the Company or any successor Pe r son of the Co m p an y , whether by virtue of any constitution, statute or rule of law, or by the enforce m ent of any assess m ent or penalty or o t her w ise, it be i ng expressly understood that all such liabili t y is hereby expressly waived and released as a condition of, and as a considera t ion for, the execution of t h e Indenture and the issue of the Debentures.

Capitalized t er m s u s ed and not defined in this Deben t ure shall ha v e the meani n gs assigned i n the Indenture da t ed as of the date of or i g inal issua n ce of this Debenture between the Trustee and the C o m p an y .

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

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EXHIBIT B

FORM OF CER T IFICATE T O TRUSTEE

Pursuant to Section 3.5 o f the Indent u re b e tween CSB Bancs h ares, Inc., as the Co m p any (the “C o m pan y ”), and Wil m ington Trust Co m p an y , as Trus t ee, dated as of August 17, 2006 (the “Indenture”), the undersig n ed hereby certifies as follows:

1 .

In m y capacity as an officer of the C o m p an y , I w o uld nor m ally have knowledge of any default by the C o m pany during the last fiscal y ear in the performa n ce of any covenants of the Co m pany contained in the Indenture.

2 .

[ To m y k n o wledge, the C o m pany is not i n d e fault in t he perfo r mance of any covenants contained in t he Indenture.

or, alternatively:

I a m a wa r e of the defau l t(s) in the p erfo r m an c e o f covenants in the Indentures, as specified below . ]

Capitalized ter m s used herein, and n o t otherw i se defined herein, have the r e spective m eanings ascribed ther e to in the Ind e nture.

IN WITNE S S WHEREOF, the undersigned has executed this Certificate.

Date:

			Name:
			Title:

B-1 131 2 808 .1CSB Bancshares, Inc./Indenture

Exhibit 4.9

FIRST SUPPLEMENTAL INDENTURE

THIS FIRST SUPPLEMENTAL INDENTURE dated as of October 8, 2015 is by and among Wilmington Trust Company, a Delaware trust company, as Trustee (herein, together with its successors in interest, the “Trustee”), BancFirst Corporation, an Oklahoma corporation (the “Successor Company”), and CSB Bancshares, Inc., an Oklahoma corporation (the “Company”), under the Indenture referred to below.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Trustee, the Company and the Successor Company hereby agree as follows:

PRELIMINARY STATEMENTS

The Trustee and the Company are parties to that certain Indenture dated as of August 17, 2006 (the “Indenture”), pursuant to which the Company issued U.S. $5,155,000 of its Floating Rate Junior Subordinated Deferrable Interest Rate Debentures due 2036.

As permitted by the terms of the Indenture, the Company, simultaneously with the effectiveness of this First Supplemental Indenture, shall merge (referred to herein for purposes of Article XI of the Indenture as the “Merger”) with and into the Successor Company with the Successor Company as the surviving corporation. The parties hereto are entering into this First Supplemental Indenture pursuant to, and in accordance with, Articles IX and XI of the Indenture.

SECTION 1. Definitions . All capitalized terms used herein that are defined in the Indenture, either directly or by reference therein, shall have the respective meanings assigned them in the Indenture except as otherwise provided herein or unless the context otherwise requires.

SECTION 2. Interpretation .

(a)

In this First Supplemental Indenture, unless a clear contrary intention appears:

(i)

the singular number includes the plural number and vice versa;

(ii)

reference to any gender includes the other gender;

(iii)

the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this First Supplemental Indenture as a whole and not to any particular Section or other subdivision;

(iv)

1451364/2 reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this First Supplemental Indenture or the Indenture, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually provided that nothing in this clause (iv) is intended to authorize any assignment not otherwise permitted by this First Supplemental Indenture or the Indenture;

(v)

reference to any agreement, document or instrument means such agreement, document or instrument as amended, supplemented or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof, as well as any substitution or replacement therefor and reference to any note includes modifications thereof and any note issued in extension or renewal thereof or in substitution or replacement therefor;

(vi)

reference to any Section means such Section of this First Supplemental Indenture; and

(vii)

the word “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term.

(b)

No provision in this First Supplemental Indenture shall be interpreted or construed against any Person because that Person or its legal representative drafted such provision.

SECTION 3. Assumption of Obligations .

(a)

Pursuant to, and in compliance and accordance with, Section 11.1 and Section 11.2 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of and premium, if any, and interest on all of the Debentures in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be kept, performed, or observed by the Company under the Indenture.

(b)

Pursuant to, and in compliance and accordance with, Section 11.2 of the Indenture, the Successor Company succeeds to and is substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture as the Company.

(c)

The Successor Company also succeeds to and is substituted for the Company with the same effect as if the Successor Company had originally been named in (i) the Amended and Restated Declaration of Trust of the

Trust, dated as of August 17, 2006 (the “Trust Agreement”), as Sponsor (as defined in the Trust Agreement) and (ii) the Guarantee Agreement, dated as of August 17, 2006 (the “Guarantee”), as Guarantor (as defined in the Guarantee).

SECTION 4. Representations and Warranties . The Successor Company represents and warrants that (a) it has all necessary power and authority to execute and deliver this First Supplemental Indenture and to perform the Indenture, (b) that it is the successor of the Company pursuant to the Merger effected in accordance with applicable law, (c) that it is a corporation organized and existing under the laws of Oklahoma, (d) that both immediately before and after giving effect to the Merger and this First Supplemental Indenture, no Default or Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing and (e) that this First Supplemental Indenture is executed and delivered pursuant to Section 9.1(a) and Article XI of the Indenture and does not require the consent of the Securityholders.

SECTION 5. Conditions of Effectiveness . This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that:

(a)

the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Successor Company and the Company;

(b)

the Trustee shall have received an Officers’ Certificate stating that (i) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with;

(c)

the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with; (ii) this First Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental Indenture comply with the provisions of Article XI of the Indenture; and

(d)

the Successor Company and the Company shall have duly executed and filed with the Se c re tary of the State of the State of Oklahoma a Certificate of Merger in connection with the Merger.

SECTION 6. Reference to the Indenture .

(a)

Upon the effectiveness of this First Supplemental Indenture, each reference in the Indenture to “this Indenture,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Indenture, as affected, amended and supplemented hereby.

(b)

Upon the effectiveness of this First Supplemental Indenture, each reference in the Debentures to the Indenture including each term defined by reference to the Indenture shall mean and be a reference to the Indenture or such term, as the case may be, as affected, amended and supplemented hereby.

(c)

The Indenture, as amended and supplemented hereby shall remain in full force and effect and is hereby ratified and confirmed.

SECTION 7. Execution in Counterparts . This First Supplemental Indenture may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.

SECTION 8. Governing Law; Binding Effect . This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York and shall be binding upon the parties hereto and their respective successors and assigns.

SECTION 9. The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or the due execution thereof by the Company or the Successor Company. The recitals of fact contained herein shall be taken as the statements solely of the Company or the Successor Company, and the Trustee assumes no responsibility for the correctness thereof.

[Signatures on following page]

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the day and year first written above.

		CSB BANCSHARES, INC., an Oklahoma corporation

		By:	/s/ Douglas Tippens
			Name: Douglas Tippens
			Title: President

		BancFirst Corporation an Oklahoma corporation

		By:	/s/ David Rainbolt
			Name: David Rainbolt
			Title: Chief Executive Officer

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

		By:	/s/ Michael H. Walsh

		Name:	Michael H. Walsh
		Title:	Assistant Vice President

Exhibit 31.1

CEO’S CERTIFICATION PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a)

I, David E. Rainbolt, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the quarterly period ended September 30, 2015 of BancFirst Corporation;

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a – 15 (e) and 15d – 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a – 15(f) and 15d – 15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

d) Disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: November 6, 2015		/s/ David E. Rainbolt
		David E. Rainbolt
		President and Chief Executive Officer
		(Principal Executive Officer)

Exhibit 31.2

CFO’S CERTIFICATION PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a)

I, Kevin Lawrence, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the quarterly period ended September 30, 2015 of BancFirst Corporation;

3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: November 6, 2015		/s/ Kevin Lawrence
		Kevin Lawrence
		Executive Vice President
		Chief Financial Officer
		(Principal Financial Officer)

Exhibit 32.1

CEO’s Certification Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of BancFirst Corporation (the “Company”) for the period ended September 30, 2015 as filed with the Securities and Exchange Commission (the “Report”), I, David E. Rainbolt, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ David E. Rainbolt

David E. Rainbolt

President and Chief Executive Officer

(Principal Executive Officer)

November 6, 2015

Exhibit 32.2

CFO’s Certification Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of BancFirst Corporation (the “Company”) for the period ended September 30, 2015 as filed with the Securities and Exchange Commission (the “Report”), I, Kevin Lawrence, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Kevin Lawrence

Kevin Lawrence

Executive Vice President

Chief Financial Officer

(Principal Financial Officer)

November 6, 2015