S-3

As filed with the Securities and Exchange Commission on November 26, 2008

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

FLUSHING FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	11-3209278
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

1979 Marcus Avenue, Suite E140

Lake Success, New York 11042

(718) 961-5400

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

____________________

John R. Buran

President and Chief Executive Officer

Flushing Financial Corporation

1979 Marcus Avenue, Suite E140

Lake Success, New York 11042

(718) 961-5400

(Name, address, including zip code, and telephone number, including area code,

of agent for service)

____________________

Copies to:

Douglas J. McClintock, Esq.

Walter G. Van Dorn Jr., Esq.

Thacher Proffitt & Wood LLP

Two World Financial Center

New York, New York 10281

(212) 912-7400

____________________

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. £

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”) other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. T

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. £

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. £

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

Large Accelerated Filer £	Accelerated Filer T
Non-accelerated Filer £	Smaller reporting Company £

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per unit (1) (2)	Proposed maximum aggregate offering price (1) (2)	Amount of registration fee (3)
Common stock (4)
Preferred stock (4)
Warrants (5)
Debt securities (4)
Total	$170,000,000	100%	$170,000,000	$6,681.00

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act, and exclusive of accrued interest, distributions and dividends, if any. Subject to Rule 462(b) under the Securities Act, the aggregate public offering price of all securities registered hereby will not exceed $170,000,000. Such amount represents the issue price rather than the principal amount of any debt securities issued at an original discount.

(2) Not specified as to each class of securities to be registered hereunder pursuant to General Instructions II(D) to Form S-3.

(3) Rule 457(o) permits the registration statement fee to be calculated on the basis of the maximum offering price of all of the securities listed.  Therefore, the table does not specify information as to the amount to be registered by each class or the proposed maximum offering price per security.

(4) Subject to note (1) above, we are registering an indeterminate amount of common stock, preferred stock or debt securities as may, from time to time, be issued (i) at indeterminate prices or (ii) upon conversion, redemption, exercise or exchange of securities registered hereunder, to the extent any such securities are, by their terms, convertible into or exchangeable for other securities registered hereunder.

(5) Subject to note (1) above, we are registering an indeterminate number of warrants representing rights to purchase common stock or preferred stock registered hereunder.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

PROSPECTUS

SUBJECT TO COMPLETION, DATED NOVEMBER 26, 2008

FLUSHING FINANCIAL CORPORATION

$170,000,000

Common Stock

Preferred Stock

Debt Securities

Warrants to Purchase Common Stock or Preferred Stock

We may offer and sell from time to time common stock, preferred stock, debt securities and/or warrants to purchase common stock or preferred stock in one or more series, with an aggregate initial public offering price of up to $170,000,000 (as described in the applicable prospectus supplement).  We will provide the specific terms for each of these securities in supplements to this prospectus.

You should read this prospectus, the information incorporated or deemed to be incorporated by reference in this prospectus and any prospectus supplement carefully before you invest.

Our common stock is traded on the NASDAQ Global Select Market under the symbol “FFIC.”  On November 25, 2008, the last reported sales price for our common stock was $13.68 per share.  None of the other securities that we may offer are currently traded on any securities exchange.  The applicable prospectus supplement will contain information, where applicable, as to any other listing on the NASDAQ Global Select Market or any securities market or exchange of the securities that the prospectus supplement covers. 

Investing in any securities involves risks.  See “Risk Factors” beginning on page 5 of this prospectus.

We may sell the securities directly to investors, through agents designated from time to time or to or through dealers or underwriters.  See “Plan of Distribution” beginning on page 20 of this prospectus. We will set forth the names of any dealers, underwriters or agents in a prospectus supplement.  We also will set forth the net proceeds that we expect to receive from such sales in a prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.

The date of this prospectus is _____________, 2008.

The information contained in this prospectus is not complete and may be changed.  We may not sell these securities until the applicable registration statement is filed with the Securities and Exchange Commission and becomes effective.  This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	1
EXPLANATORY NOTE	1
WHERE YOU CAN FIND MORE INFORMATION	1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	2
OUR COMPANY	3
RISK FACTORS	5
USE OF PROCEEDS	12
RATIO INFORMATION	12
THE SECURITIES THAT WE MAY OFFER	13
DESCRIPTION OF CAPITAL STOCK	13
DESCRIPTION OF DEBT SECURITIES	16
DESCRIPTION OF WARRANTS	18
PLAN OF DISTRIBUTION	20
LEGAL MATTERS	22
EXPERTS	22

ABOUT THIS PROSPECTUS

This prospectus is part of a Registration Statement we filed with the Securities and Exchange Commission (“SEC”) utilizing a “shelf” registration process.  Under this shelf process, we may, from time to time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $170,000,000.  This prospectus provides you with a general description of the securities that we may offer.  Each time we sell securities under this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering.  The prospectus supplement may also add, update or change information contained in this prospectus.  Before investing in our securities, you should read both this prospectus and any prospectus supplement, together with additional information described below under the heading “Where You Can Find More Information.”

EXPLANATORY NOTE

In this prospectus, unless the context indicates otherwise, references to the “Company,” “we,” “our” and “us” refer to the activities and the assets and liabilities of Flushing Financial Corporation, including its subsidiaries, Flushing Savings Bank, FSB, a federally chartered stock savings bank (the “Bank”), Flushing Financial Capital Trust II, Flushing Financial Capital Trust III and Flushing Financial Capital Trust IV, which are special purpose business trusts formed during 2007 to issue capital securities, and the four subsidiaries of the Bank: Flushing Commercial Bank, Flushing Preferred Funding Corporation, Flushing Service Corporation, and FSB Properties Inc.

See “Our Company” on page 3 of this prospectus.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with the SEC.  You may read and copy any of these documents at the SEC’s public reference room located at 100 F. Street, N.E., Washington, D.C. 20549.  Please call the SEC at 1-800-SEC-0330 for further information on the SEC’s public reference room.  Our SEC filings are also available to the public from the SEC’s website at www.sec.gov.  You may also inspect copies of these reports, proxy statements and other information at the offices of the Nasdaq Stock Market, Inc., One Liberty Plaza, 165 Broadway, New York, NY 10006.

Our website is www.flushingsavings.com.  We make available free of charge on our website, via a link to a third party website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, registration statements, select other filings and any amendments to such reports filed or furnished pursuant to the Exchange Act as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.  Unless specifically incorporated by reference into this prospectus, information contained on our website is not, and should not be interpreted to be, part of this prospectus.

This prospectus is part of a Registration Statement and does not contain all of the information included in the Registration Statement.  Whenever a reference is made in this prospectus to any contract or other document of ours, you should refer to the exhibits that are a part of the Registration Statement or the prospectus supplement for a copy of the referenced contract or document.  Statements contained in this prospectus concerning the provisions of any documents are necessarily summaries of those documents, and each statement is qualified in its entirety by reference to the copy of the document filed with the SEC.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” into this prospectus information that we file with the SEC in other documents.  This means that we can disclose important information to you by referring you to other documents filed separately with the SEC.  The information that we incorporate by reference is considered to be part of this prospectus, and information that we file later with the SEC will automatically update and supersede the information contained in this prospectus.

This prospectus incorporates by reference the documents that we have filed with the SEC.  These documents contain important information about us that is not included in or delivered with this prospectus.  The following documents filed with the SEC pursuant to Section 13 of the Exchange Act (File No. 001-33013) are incorporated by reference:

· our annual report on Form 10-K for the year ended December 31, 2007, including those portions incorporated by reference therein of our definitive proxy statement on Schedule 14A filed with the SEC on April 7, 2008;

· our quarterly reports on Form 10-Q for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008; and

· our current reports on Form 8-K filed January 4, February 28, March 3 and 24, May 21 and 27, June 3, August 20 and November 19, 2008.

All documents that we will file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of any offering of securities under this prospectus shall be deemed to be incorporated by reference and to be a part of this prospectus from the date such documents are filed, provided, however, that we are not incorporating by reference any information furnished under Item 2.02 or Item 7.01 of any current report on Form 8-K.

We will provide to you, without charge, a copy of any or all documents incorporated by reference into this prospectus except the exhibits to those documents (unless they are specifically incorporated by reference in those documents).  You may request copies by writing or telephoning: David Fry, Executive Vice President and Chief Financial Officer, Flushing Financial Corporation, 1979 Marcus Avenue, Suite E140, Lake Success, New York 11042, telephone number (718) 961-5408.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this prospectus constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act.  We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of invoking these safe harbor provisions.  You can identify these statements from our use of the words “plan,” “forecast,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target,” “is likely,” “will,” “potential,” “may,” “should,” “could,” “predict,” “continue” and similar expressions.  These forward-looking statements may include, among other things:

· statements and assumptions relating to financial performance;

· statements relating to the anticipated effects on results of operations or financial condition from recent or future developments or events;

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· statements relating to our business and growth strategies and our regulatory capital levels; and

· any other statements, projections or assumptions that are not historical facts. 

We qualify any forward-looking statements entirely by these and the following cautionary factors. Actual future results may differ materially from our forward-looking statements, and we qualify all forward-looking statements by various risks and uncertainties we face, as well as the assumptions underlying the statements, including the following, cautionary factors: potential deterioration or effects of general economic conditions, particularly in sectors relating to real estate and/or mortgage lending and small business lending; fluctuations in housing prices; potential changes in direction, volatility and relative movement (basis risk) of interest rates, which may affect consumer demand for our products and the management and success of our interest rate risk management strategies; staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our work force; the relative profitability of our lending and deposit operations; the valuation and management of our portfolios, including the use of external and internal modeling assumptions we embed in the valuation of those portfolios and short-term swings in the valuation of such portfolios; borrowers’ refinancing opportunities, which may affect the prepayment assumptions used in our valuation estimates and which may affect loan demand; unanticipated deterioration in the credit quality or collectability of our loan and lease assets, including deterioration resulting from the effects of natural disasters; unanticipated deterioration or changes in estimates of the carrying value of our other assets, including securities; difficulties in delivering products to the secondary market as planned; difficulties in expanding our business and obtaining or retaining deposit or other funding sources as needed, and other constraints resulting from regulatory actions; competition from other financial service providers for experienced managers as well as for customers; changes in variable compensation plans related to the performance and valuation of lines of business where we tie compensation systems to line-of-business performance; unanticipated lawsuits or outcomes in litigation; legislative or regulatory changes, including changes in laws, rules or regulations that affect tax, consumer or commercial lending, corporate governance and disclosure requirements, and other laws, rules or regulations affecting the rights and responsibilities our holding company, state-chartered bank or federal savings bank subsidiaries; the availability of resources to address changes in laws, rules or regulations or to respond to regulatory actions; changes in applicable accounting policies or principles or their application to our businesses or final audit adjustments, including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods.

In addition, our past results of operations do not necessarily indicate our future results.  We discuss these and other uncertainties in the “Risk Factors” section of this prospectus beginning on page 5 and in our annual report on Form 10-K for the year ended December 31, 2007 and in our quarterly report on Form 10-Q for the quarter ended September 30, 2008, as well as in any future filings we may make that may be incorporated by reference herein.  For information on the documents we are incorporating by reference and how to obtain a copy, please see “Where You Can Find More Information” on page 1 of this prospectus.  We undertake no obligation to update publicly any of these statements in light of future events, except as required in subsequent reports that we file with the SEC.

OUR COMPANY

Flushing Financial Corporation (the “Holding Company”) is a Delaware corporation organized in May 1994 at the direction of the Bank.  The Holding Company’s principal executive offices are located at 1979 Marcus Avenue, Suite E140, Lake Success, New York 11042, and its telephone number is (718) 961-5400.

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The Bank was organized in 1929 as a New York State chartered mutual savings bank. In 1994, the Bank converted to a federally chartered mutual savings bank and changed its name from Flushing Savings Bank to Flushing Savings Bank, FSB.  The Bank converted from a federally chartered mutual savings bank to a federally chartered stock savings bank on November 21, 1995, at which time the Holding Company acquired all of the stock of the Bank.  The primary business of the Holding Company at this time is the operation of its wholly owned subsidiary, the Bank. The Bank owns four subsidiaries: Flushing Commercial Bank, Flushing Preferred Funding Corporation, Flushing Service Corporation, and FSB Properties Inc. In November, 2006, the Bank launched an internet branch, iGObanking.com®.  The activities of the Holding Company are primarily funded by dividends, if any, received from the Bank.  Flushing Financial Corporation’s common stock is traded on the NASDAQ Global Select Market under the symbol “FFIC.”

The Holding Company also owns Flushing Financial Capital Trust II, Flushing Financial Capital Trust III, and Flushing Financial Capital Trust IV (the “Trusts”), special purpose business trusts formed during 2007 to issue capital securities.  The Trusts used the proceeds from the issuance of these capital securities, and the proceeds from the issuance of their common stock, to purchase junior subordinated debentures from the Holding Company.  In accordance with the requirements of Financial Accounting Standards Board (“FASB”) Interpretation No. 46R, we do not include the Trusts in the consolidated financial statements of the Holding Company.  The Holding Company previously owned Flushing Financial Capital Trust I (the “Trust”), which was a special purpose business trust formed in 2002 similar to the Trusts discussed above.  The Trust called its outstanding capital securities during July 2007, and was then liquidated.  Prior to 2004, the Trust was included in the consolidated financial statements of the Holding Company.  Effective January 1, 2004, in accordance with the requirements of FASB Interpretation No. 46R, the Trust was deconsolidated.

Unless otherwise disclosed, the information presented in this prospectus reflects the financial condition and results of operations of the Holding Company, the Bank and the Bank’s subsidiaries on a consolidated basis.  At September 30, 2008, the Company had total assets of $3.6 billion, deposits of $2.2 billion and stockholders’ equity of $232.2 million.

The Bank’s principal business is attracting retail deposits from the general public and investing those deposits together with funds generated from ongoing operations and borrowings, primarily in (1) originations and purchases of one-to-four family (focusing on mixed-use properties – properties that contain both residential dwelling units and commercial units), multi-family residential and commercial real estate mortgage loans; (2) construction loans, primarily for multi-family residential properties; (3) Small Business Administration loans and other small business loans; (4) mortgage loan surrogates such as mortgage-backed securities; and (5) U.S. government securities, corporate fixed-income securities and other marketable securities.  The Bank also originates certain other consumer loans.  The Bank’s revenues are derived principally from interest on its mortgage and other loans and mortgage-backed securities portfolio, and interest and dividends on other investments in its securities portfolio. The Bank’s primary sources of funds are deposits, Federal Home Loan Bank of New York borrowings, repurchase agreements, principal and interest payments on loans, mortgage-backed and other securities, proceeds from sales of securities and, to a lesser extent, proceeds from sales of loans. As a federal savings bank, the Bank’s primary regulator is the Office of Thrift Supervision.  The Bank’s deposits are insured to the maximum allowable amount by the Federal Deposit Insurance Corporation.  Additionally, the Bank is a member of the Federal Home Loan Bank system.

In addition to operating the Bank, the Holding Company invests primarily in U.S. government securities, mortgage-backed securities, and corporate securities.  The Holding Company also holds a note evidencing a loan that it made to an employee benefit trust established by the Holding Company for the purpose of holding shares for allocation or distribution under certain employee benefit plans of the Holding Company and the Bank (the “Employee Benefit Trust”).  The funds provided by this loan enabled the Employee Benefit Trust to acquire 2,328,750 shares, or 8%, of the common stock issued in our initial public offering.

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RISK FACTORS

You should consider carefully the risks described below before making an investment decision with respect to our securities. Our results of operations, financial condition and business prospects could be harmed by any of these risks. This prospectus and the documents incorporated by reference in this prospectus also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks that we face described below and elsewhere in this prospectus, the accompanying prospectus supplement and in the documents incorporated by reference into this prospectus. The trading price of our securities could decline due to any of these or other risks, and you may lose all or part of your investment.

Risks Related to Our Business

Changes in interest rates may significantly impact the Company’s financial condition and results of operations.

Like most financial institutions, the Company’s results of operations depend to a large degree on its net interest income.  When interest-bearing liabilities mature or reprice more quickly than interest-earning assets, a significant increase in market interest rates could adversely affect net interest income.  Conversely, a significant decrease in market interest rates could result in increased net interest income.  As a general matter, the Company seeks to manage its business to limit its overall exposure to interest rate fluctuations.  However, fluctuations in market interest rates are neither predictable nor controllable and may have a material adverse impact on the operations and financial condition of the Company.  Additionally, in a rising interest rate environment, a borrower’s ability to repay adjustable rate mortgages can be negatively affected as payments increase at repricing dates.

Prevailing interest rates also affect the extent to which borrowers repay and refinance loans.  In a declining interest rate environment, the number of loan prepayments and loan refinancings may increase, as well as prepayments of mortgage-backed securities.  Call provisions associated with the Company’s investment in U.S. government agency and corporate securities may also adversely affect yield in a declining interest rate environment.  Such prepayments and calls may adversely affect the yield of the Company’s loan portfolio and mortgage-backed and other securities as the Company reinvests the prepaid funds in a lower interest rate environment.  However, the Company typically receives additional loan fees when existing loans are refinanced, which partially offset the reduced yield on the Company’s loan portfolio resulting from prepayments.  In periods of low interest rates, the Company’s level of core deposits also may decline if depositors seek higher-yielding instruments or other investments not offered by the Company, which in turn may increase the Company’s cost of funds and decrease its net interest margin to the extent alternative funding sources are utilized.  An increasing interest rate environment would tend to extend the average lives of lower yielding fixed rate mortgages and mortgage-backed securities, which could adversely affect net interest income.  In addition, depositors tend to open longer term, higher costing certificate of deposit accounts which could adversely affect the Bank’s net interest income if rates were to subsequently decline.  Additionally, adjustable rate mortgage loans and mortgage-backed securities generally contain interim and lifetime caps that limit the amount the interest rate can increase or decrease at repricing dates.  Significant increases in prevailing interest rates may significantly affect demand for loans and the value of bank collateral.

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The Bank’s lending activities involve risks that may be exacerbated depending on the mix of loan types.

Multi-family residential, commercial real estate and one-to-four family mixed use property mortgage loans and commercial business loans (the increased origination of which is part of management’s strategy), and construction loans, are generally viewed as exposing the lender to a greater risk of loss than fully underwritten one-to-four family residential mortgage loans and typically involve higher principal amounts per loan.  Repayment of multi-family residential, commercial real estate and one-to-four family mixed-use property mortgage loans generally is dependent, in large part, upon sufficient income from the property to cover operating expenses and debt service.  Repayment of commercial business loans is contingent on the successful operation of the related business.  Repayment of construction loans is contingent upon the successful completion and operation of the project.  Changes in local economic conditions and government regulations, which are outside the control of the borrower or lender, also could affect the value of the security for the loan or the future cash flow of the affected properties.

In addition, the Bank, from time-to-time, originates one-to-four family residential mortgage loans without verifying the borrower’s level of income.  These loans involve a higher degree of risk as compared to the Bank’s other fully underwritten one-to-four family residential mortgage loans.  These risks are mitigated by the Bank’s policy to generally limit the amount of one-to-four family residential mortgage loans to 80% of the appraised value or sale price, whichever is less, as well as charging a higher interest rate than when the borrower’s income is verified.  These loans are not as readily saleable in the secondary market as the Bank’s other fully underwritten loans, either as whole loans or when pooled or securitized.

There can be no assurance that the Bank will be able to successfully implement its business strategies with respect to these higher-yielding loans. In assessing the future earnings prospects of the Bank, investors should consider, among other things, the Bank’s level of origination of one-to-four family residential mortgage loans (including loans originated without verifying the borrowers income), the Bank’s emphasis on multi-family residential, commercial real estate and one-to-four family mixed-use property mortgage loans, and commercial business and construction loans, and the greater risks associated with such loans.

The markets in which the Bank operates are highly competitive.

The Bank faces intense and increasing competition both in making loans and in attracting deposits.  The Bank’s market area has a high density of financial institutions, many of which have greater financial resources, name recognition and market presence than the Bank, and all of which are competitors of the Bank to varying degrees.  Particularly intense competition exists for deposits and in all of the lending activities emphasized by the Bank.  The Bank’s competition for loans comes principally from commercial banks, other savings banks, savings and loan associations, mortgage banking companies, insurance companies, finance companies and credit unions.  Management anticipates that competition for mortgage loans will continue to increase in the future.  The Bank’s most direct competition for deposits historically has come from other savings banks, commercial banks, savings and loan associations and credit unions.  In addition, the Bank faces competition for deposits from products offered by brokerage firms, insurance companies and other financial intermediaries, such as money market and other mutual funds and annuities.  Consolidation in the banking industry and the lifting of interstate banking and branching restrictions have made it more difficult for smaller, community-oriented banks, such as the Bank, to compete effectively with large, national, regional and super-regional banking institutions. In November, 2006, the Bank launched an internet branch, “iGObanking.com®” a division of Flushing Savings Bank, FSB, to provide the Bank access to markets outside its geographic locations.  The internet banking arena also has many larger financial institutions which have greater financial resources, name recognition and market presence than the Bank.

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Notwithstanding the intense competition, the Bank has been successful in increasing its loan portfolios and deposit base.  However, no assurances can be given that the Bank will be able to continue to increase its loan portfolios and deposit base, as contemplated by management’s current business strategy.

The Company’s results of operations may be adversely affected by changes in national and/or local economic conditions.

The Company’s operating results are affected by national and local economic and competitive conditions, including changes in market interest rates, the strength of the local economy, government policies and actions of regulatory authorities.  During 2008, the national and local economy continued the slowdown that was seen at the end of 2007, with the national gross domestic product being negative in the third quarter of 2008, resulting in a consensus that the nation’s economy is in a recession.  The housing market in the United States continued to see a significant slowdown during 2008, and foreclosures of single family homes rose to levels not seen in the prior five years.  These economic conditions can result in borrowers defaulting on their loans, or withdrawing their funds on deposit at the Bank to meet their financial obligations.  While we have seen an increase in deposits, we have also seen a significant increase in delinquent loans, which has resulted in our recording an increased provision for possible loan losses in the third quarter of 2008. We cannot predict the effect of these economic conditions on the Company’s financial condition or operating results.

A decline in the local economy, national economy or metropolitan area real estate market could adversely affect the financial condition and results of operations of the Company, including through decreased demand for loans or increased competition for good loans, increased non-performing loans and loan losses and resulting additional provisions for loan losses and for losses on real estate owned.  Although management of the Bank believes that the current allowance for loan losses is adequate in light of current economic conditions, many factors could require additions to the allowance for loan losses in future periods above those currently maintained.  These factors include: (1) adverse changes in economic conditions and changes in interest rates that may affect the ability of borrowers to make payments on loans, (2) changes in the financial capacity of individual borrowers, (3) changes in the local real estate market and the value of the Bank’s loan collateral, and (4) future review and evaluation of the Bank’s loan portfolio, internally or by regulators.  The amount of the allowance for loan losses at any time represents good faith estimates that are susceptible to significant changes due to changes in appraisal values of collateral, national and regional economic conditions, prevailing interest rates and other factors.

Changes in laws and regulations could adversely affect the Company’s business.

From time to time, legislation is enacted or regulations are promulgated that have the effect of increasing the cost of doing business, limiting or expanding permissible activities or affecting the competitive balance between banks and other financial institutions.  Proposals to change the laws and regulations governing the operations and taxation of banks and other financial institutions are frequently made in Congress, in the New York legislature and before various bank regulatory agencies.  No prediction can be made as to the likelihood of any major changes or the impact such changes might have on the Bank or the Company.

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Certain anti-takeover provisions may increase the costs to or discourage an acquiror.

On September 5, 2006, the Board of Directors of the Holding Company renewed the Company’s Stockholder Rights Plan, (the “Rights Plan”), which was originally adopted on and had been in place since September 17, 1996 and had been scheduled to expire on September 30, 2006.  The Rights Plan was designed to preserve long-term values and protect stockholders against inadequate offers and other unfair tactics to acquire control of the Holding Company.  Under the Rights Plan, each stockholder of record at the close of business on September 30, 2006 received a dividend distribution of one right to purchase from the Holding Company one one-hundredth of a share of Series A junior participating preferred stock at a price of $65.  The rights will become exercisable only if a person or group acquires 15% or more of the Holding Company’s common stock or commences a tender or exchange offer which, if consummated, would result in that person or group owning at least 15% of our common stock (the “acquiring person or group”).  In such case, all stockholders other than the acquiring person or group will be entitled to purchase, by paying the $65 exercise price, Common Stock (or a common stock equivalent) with a value of twice the exercise price. In addition, at any time after such event, and prior to the acquisition by any person or group of 50% or more of the Common Stock, the Board of Directors may, at its option, require each outstanding right (other than rights held by the acquiring person or group) to be exchanged for one share of Common Stock (or one common stock equivalent).  If a person or group becomes an acquiring person and the Holding Company is acquired in a merger or other business combination or sells more than 50% of its assets or earning power, each right will entitle all other holders to purchase, by payment of the $65 exercise price, common stock of the acquiring company with a value of twice the exercise price.  The renewed rights plan expires on September 30, 2016.

The Rights Plan, as well as certain provisions of the Holding Company’s certificate of incorporation and bylaws, the Bank’s federal stock charter and bylaws, certain federal regulations and provisions of Delaware corporation law, and certain provisions of remuneration plans and agreements applicable to employees and officers of the Bank may have anti-takeover effects by discouraging potential proxy contests and other takeover attempts, particularly those which have not been negotiated with the Board of Directors.  The Rights Plan and those other provisions, as well as applicable regulatory restrictions, may also prevent or inhibit the acquisition of a controlling position in the Common Stock and may prevent or inhibit takeover attempts that certain stockholders may deem to be in their or other stockholders’ interest or in the interest of the Holding Company, or in which stockholders may receive a substantial premium for their shares over then current market prices.  The Rights Plan and those other provisions may also increase the cost of, and thus discourage, any such future acquisition or attempted acquisition, and would render the removal of the current Board of Directors or management of the Holding Company more difficult.

The Bank may not be able to implement successfully its new commercial business banking initiative.

The Bank’s strategy includes a transition to a more “commercial-like” banking institution.  The Bank has developed a complement of deposit, loan and cash management products to support this initiative, and intends to expand these product offerings.  A business banking unit has been established to build relationships in order to obtain lower-costing deposits, generate fee income, and originate commercial business loans.  The success of this initiative is dependent on developing additional product offerings, and building relationships to obtain the deposits and loans.  There can be no assurance that the Bank will be able to successfully implement its business strategy with respect to this initiative.

Risks Related to the Capital and Credit Markets

The current economic environment poses significant challenges for us and could adversely affect our financial condition and results of operations.

We are operating in a challenging and uncertain economic environment, including generally uncertain national conditions and local conditions in our markets.  Financial institutions continue to be affected by sharp declines in the real estate market and constrained financial markets.  While we are taking steps to decrease and limit our exposure to residential mortgage loans, home equity loans and lines of credit, and construction and land loans, we nonetheless retain direct exposure to the residential and commercial real estate markets, and we are affected by these events.  Continued declines in real estate values, home sales volumes and financial stress on borrowers as a result of the uncertain economic environment, including job losses, could have an adverse effect on our borrowers or their customers, which could adversely affect our financial condition and results of operations.  The overall deterioration in economic conditions has subjected us to increased regulatory scrutiny in the current environment.  In addition, a possible national economic recession or further deterioration in local economic conditions in our markets could drive losses beyond that which is provided for in our allowance for loan losses and result in the following other consequences: loan delinquencies, problem assets and foreclosures may increase; demand for our products and services may decline; deposits may decrease, which would adversely impact our liquidity position; and collateral for our loans, especially real estate, may decline in value, in turn reducing customers’ borrowing power, and reducing the value of assets and collateral associated with our existing loans.  These same factors have caused delinquencies to increase for the mortgages which are the collateral for the mortgage-backed securities that we hold in our investment portfolio. Combining the increased delinquencies with liquidity problems in the market has resulted in a decline in the market value of our investments in mortgage-backed securities. There can be no assurance that the decline in the market value of these investments will not cause us to record an other-than-temporary impairment charge in our financial statements.

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The U.S. government’s plan to purchase large amounts of illiquid, mortgage-backed and other securities from financial institutions may not be effective and/or it may not be available to us.

In response to the financial crises affecting the banking system and financial markets and the going concern threats to the ability of investment banks and other financial institutions, the U.S. Congress has recently adopted the Emergency Economic Stabilization Act of 2008 (“EESA”).  One of the features of the EESA is the establishment of a troubled asset relief program (“TARP”), under which the U.S. Treasury Department may purchase up to $700 billion of troubled assets, including mortgage-backed and other securities, from financial institutions for the purpose of stabilizing the financial markets.  There can be no assurance as to what impact it will have on the financial markets, including the extreme levels of volatility currently being experienced.  The failure of the U.S. government to execute this program expeditiously could have a material adverse effect on the financial markets, which in turn could materially and adversely affect our business, financial condition and results of operations.  It is unclear what effects, if any, the TARP will have.  On November 12, 2008, U.S. Treasury Department Secretary Henry Paulson stated that the government will not use any of the $700 billion that Congress granted under the EESA to purchase troubled assets.

If we participate in the U.S. Treasury Department’s Capital Purchase Program, restrictions will be imposed on us.

On October 14, 2008, the U.S. Treasury Department announced the Capital Purchase Program (“CPP”) to strengthen the capital and liquidity positions of viable institutions and to encourage banks and thrifts to increase lending to creditworthy borrowers.  Under the CPP, qualifying financial institutions are able to sell senior preferred shares to the U.S. Treasury Department, which will qualify as Tier 1 capital for regulatory capital purposes.  The minimum amount of preferred shares that may be issued is equal to 1% of the institution’s risk-weighted assets, and the maximum amount that may be issued is the lesser of $25 billion and 3% of the institution's risk-weighted assets.  The U.S. Treasury Department expects to fund the senior preferred shares purchased under the program by year-end 2008. 

If we participate in the CPP, our ability to declare or pay dividends on any of our shares will be limited.  Specifically, we will not be able to declare dividends payments on common, junior preferred or pari passu preferred shares if we are in arrears on the dividends on the senior preferred shares issued to the Treasury.  Further, we will not be permitted to increase dividends on our common stock without the U.S. Treasury Department’s approval until the third anniversary of the investment unless the senior preferred stock issued to the U.S. Treasury Department has been redeemed or transferred.  In addition, our ability to repurchase our shares will be restricted. The U.S. Treasury Department’s consent generally will be required for us to make any stock repurchase until the third anniversary of the investment by the Treasury unless the senior preferred stock issued to the U.S. Treasury Department has been redeemed or transferred. Further, common, junior preferred or pari passu preferred shares may not be repurchased if we are in arrears on the dividends on the senior preferred shares issued to the U.S. Treasury Department.

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The Company has filed an application to participate in the CPP.  There can be no assurance that such application will be approved, or that the Company will participate in the program.

Risks Related to Our Capital Stock

Various factors may cause the market price of our capital stock to become volatile, which could harm our ability to access the capital markets in the future.

The following factors, many of which are beyond our control, could contribute to the volatility of the price of our capital stock:

· actual or anticipated variations in our quarterly results;

· changes in our level of dividend payments;

· new products or services offered by us or our subsidiaries and our competitors;

· our actual results being different from our earnings guidance or other projections;

· changes in projections of our financial results by securities analysts;

· general conditions or trends in our businesses;

· announcements by us of significant acquisitions, strategic relationships, investments or joint ventures;

· interest rate fluctuations or general economic conditions, such as inflation or a recession;

· additions or departures of our key personnel; and

· issuing new securities pursuant to this offering or otherwise.

This volatility may make it difficult for us to access the capital markets through additional secondary offerings of our common stock and additional preferred stock offerings, regardless of our financial performance, and such difficulty may preclude us from being able to take advantage of certain business opportunities or meet our obligations, which could, in turn, harm our results of operations, financial condition and business prospects.

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There may be substantial sales of our common stock after an offering, which would cause a decline in our stock price.

Sales of substantial amounts of our common stock in the public market following an offering of our securities, or the perception that such sales could occur, could have a material adverse effect on the market price of our common stock.

The amount of our dividends may be less than projected.

The amount of any dividend that we pay will depend on a number of factors.  Our ability to pay our dividends depends upon the availability of funds and our actual operating results.  If funds are not available or our actual operating results are below our expectations, we may need to sell assets or borrow funds to pay these distributions.The activities of the Holding Company are primarily funded by dividends, if any, received from the Bank.

The Bank is subject to OTS limitations on capital distributions, which include cash dividends, stock redemptions or repurchases, cash-out mergers, interest payments on certain convertible debt and some other distributions charged to the Bank’s capital account. In general, the applicable regulation permits specified levels of capital distributions by a savings institution that meets at least its minimum capital requirements, so long as the OTS is provided with at least 30 days’ advance notice and has no objection to the distribution.

Under OTS capital distribution regulations, an institution is not required to file an application with, or to provide a notice to, the OTS if neither the institution nor the proposed capital distribution meets any of the criteria for any such application or notice as provided below. An institution will be required to file an application with the OTS if the institution is not eligible for expedited treatment by the OTS; if the total amount of all its capital distributions for the applicable calendar year exceeds the net income for that year to date plus the retained net income (net income less capital distributions) for the preceding two years; if it would not be at least adequately capitalized following the distribution; or if its proposed capital distribution would violate a prohibition contained in any applicable statute, regulation, or agreement between the association and the OTS. By contrast, only notice to the OTS is required for an institution that is not required to file an application as provided in the preceding sentence, if it would not be well capitalized following the distribution; if the association’s proposed capital distribution would reduce the amount of or retire any part of its common or preferred stock or retire any part of debt instruments such as notes or debentures included in capital under OTS regulations; or if the association is a subsidiary of a savings and loan holding company. The Bank is a subsidiary of a savings and loan holding company and, therefore, is subject to the 30-day advance notice requirement. As of September 30, 2008, the Bank had $29.3 million in retained earnings available to distribute to the Holding Company in the form of cash dividends.

Dividends or distributions on shares or our securities may reduce the funds that are legally available for payment of future dividends on any outstanding common or preferred stock or other securities.  In addition, if we do not generate sufficient cash flow from ongoing operations (including principal payments and interest payments on our mortgage-backed securities) to fund our dividends, we may need to sell mortgage-backed securities or borrow funds by entering into repurchase agreements or otherwise borrowing funds under our lines of credit to pay the distributions.  If we were to borrow funds on a regular basis to make distributions in excess of operating cash flow, it is likely that our operating results and our stock price would be adversely affected.

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Our Board of Directors may authorize the issuance of additional shares that may cause dilution and may depress the price of our common stock.

Our charter permits our Board of Directors, without your approval, to authorize the issuance of preferred stock in one or more series and to establish by resolution from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereof.

However, the number of authorized shares of preferred stock may only be increased or decreased generally by the affirmative vote of a majority of the common stock entitled to vote.

The issuance of additional shares of our common stock could be substantially dilutive to your shares and may depress the price of our common stock.

USE OF PROCEEDS

We intend to use the net proceeds from the sale of the securities for general corporate purposes.  We may temporarily invest funds that we do not immediately need for these purposes in short-term marketable securities or use them to make payments on our borrowings.  We may set forth additional information on the use of proceeds from the sale of securities offered by this prospectus in the applicable prospectus supplement.

RATIO INFORMATION

The following table sets forth our consolidated ratios of earnings to fixed charges for the periods presented (dollars in thousands):

	Nine Months Ended
	September 30,				Fiscal Year Ended December 31,
	2008		2007		2007		2006		2005		2004		2003
Including Interest Paid on Deposits:
Earnings before income taxes	$	24,233	$	24,987	$	31,115	$	34,757	$	38,593	$	37,045	$	35,222
Combined fixed charges:
Interest expense on deposits		56,950		56,851		78,017		56,857		34,657		28,972		27,521
Interest expense on borrowed funds		39,105		31,596		44,607		33,823		29,572		23,261		24,655
Total fixed charges		96,055		88,447		122,624		90,680		64,229		52,233		52,176
Earnings before income taxes and fixed charges	$	120,288	$	113,434	$	153,739	$	125,437	$	102,822	$	89,278	$	87,398
Ratio of earnings to fixed charges		1.25		1.28		1.25		1.38		1.60		1.71		1.68
Excluding Interest Paid on Deposits:
Earnings before income taxes	$	24,233	$	24,987	$	31,115	$	34,757	$	38,593	$	37,045	$	35,222
Combined fixed charges:
Interest expense on borrowed funds		39,105		31,596		44,607		33,823		29,572		23,261		24,655
Total fixed charges		39,105		31,596		44,607		33,823		29,572		23,261		24,655
Earnings before income taxes and fixed charges	$	63,338	$	56,583	$	75,722	$	68,580	$	68,165	$	60,306	$	59,877
Ratio of earnings to fixed charges		1.62		1.79		1.70		2.03		2.31		2.59		2.43

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THE SECURITIES THAT WE MAY OFFER

The descriptions of the securities contained in this prospectus, together with the applicable prospectus supplements, summarize all the material terms and provisions of the various types of securities that we may offer.  We will describe in the applicable prospectus supplement relating to any securities the particular terms of the securities offered by that prospectus supplement.  If we indicate in the applicable prospectus supplement, the terms of the securities may differ from the terms we have summarized below.  We also will include information in the prospectus supplement, where applicable, about material U.S. federal income tax considerations relating to the securities and the securities exchange, if any, on which the securities will be listed.

We may sell from time to time, in one or more offerings:

· common stock;

· preferred stock;

· debt securities; and/or

· warrants to purchase any of the securities listed above.

This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement.

DESCRIPTION OF CAPITAL STOCK

The following summary discusses the material terms of our capital stock.  This summary does not purport to be a complete description of our capital stock and you should not rely on it as if it were.  We have filed complete copies of our charter and bylaws with the SEC and are incorporating the full text of those documents by reference.  We encourage you to read each of those documents in its entirety.

Our charter, as amended, provides that we may issue up to 45,000,000 shares of capital stock, consisting of 40,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share.  The number of shares of the registrant’s common stock outstanding as of October 31, 2008 was 21,625,709 shares.  There are currently no other classes or series of preferred stock authorized or outstanding.

We are a Delaware corporation governed by the Delaware General Corporation Law, which we refer to in this prospectus as the “DGCL.” Under Delaware law, stockholders generally are not responsible for a corporation’s debts or obligations.

Common Stock

Our charter authorizes the issuance of up to 40,000,000 shares of common stock, par value $0.01 per share, of which 21,625,709 shares were outstanding as of October 31, 2008.  Each stockholder is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders.  There is no cumulative voting for election of directors.  Accordingly, the holders of a majority of the shares voted can elect all of the nominees for director.  Except as otherwise provided by law, holders of shares of our common stock vote together as a single class.  Holders of shares of our common stock have no preemptive or conversion rights or other subscription rights.  There are no redemption or sinking fund provisions applicable to the common stock.  All shares of common stock will, when issued, be fully paid and non-assessable.

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Dividends

Subject to the DGCL and the rights of holders of any outstanding preferred stock, holders of our common stock will be entitled to share dividends equally, share for share.

Preferred Stock

Our charter authorizes the issuance of up to 5,000,000 shares of preferred stock, par value $0.01 per share, none of which were issued and outstanding as of October 31, 2008. Our Board of Directors may authorize the issuance of one or more series of preferred stock and may establish and designate series and the number of shares and the relative rights, preferences and limitations of the respective series of the preferred stock offered by this prospectus and the applicable prospectus supplement. All shares of preferred stock will, when issued, be fully paid and non-assessable.

The number of shares and the specific terms of any series of preferred stock will be described in the prospectus supplement to that series of preferred stock. The terms of particular series of preferred stock may differ, among other things, in:

· designation;

· number of shares that constitute the series;

· dividends (which may be cumulative or noncumulative), the dividend rate, or the method of calculating the dividend rate;

· dividend periods, or the method of calculating the dividend periods;

· amount of liquidation preference per share, if any;

· price at which the preferred stock will be issued;

· conversion provisions, if any;

· convertibility into other classes of preferred shares or common stock; and

· any other specific terms of the preferred stock being offered.

Each series of preferred stock will rank, with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up:

· junior to any series of our capital stock expressly stated to be senior to that series of preferred stock; and

· senior to our common stock and any class of our capital stock expressly stated to be junior to that series of preferred stock.

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Certain Effects of Authorized But Unissued Stock

We have shares of common stock and preferred stock available for future issuance without stockholder approval.  We may utilize these additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, facilitating corporate acquisitions or paying a dividend on the capital stock.

The existence of unissued and unreserved common stock and preferred stock may enable the Board of Directors to issue shares to persons friendly to current management or to issue preferred stock with terms that could render more difficult or discourage a third party attempt to obtain control of our company by means of a merger, tender offer, proxy contest or otherwise, thereby protecting the continuity of our management.  In addition, if we issue preferred stock, the issuance could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation.

Certain Provisions Affecting Change in Control

On September 5, 2006, the Board of Directors of the Holding Company renewed the Company’s Stockholder Rights Plan (the “Rights Plan”), which was originally adopted on and had been in place since September 17, 1996 and had been scheduled to expire on September 30, 2006.  The Rights Plan was designed to preserve long-term values and protect stockholders against inadequate offers and other unfair tactics to acquire control of the Holding Company.  Under the Rights Plan, each stockholder of record at the close of business on September 30, 2006 received a dividend distribution of one right to purchase from the Holding Company one one-hundredth of a share of Series A junior participating preferred stock at a price of $65.  The rights will become exercisable only if a person or group acquires 15% or more of the Holding Company’s common stock or commences a tender or exchange offer which, if consummated, would result in that person or group owning at least 15% of the common stock (the “acquiring person or group”).  In such case, all stockholders other than the acquiring person or group will be entitled to purchase, by paying the $65 exercise price, common stock (or a common stock equivalent) with a value of twice the exercise price. In addition, at any time after such event, and prior to the acquisition by any person or group of 50% or more of our common stock, the Board of Directors may, at its option, require each outstanding right (other than rights held by the acquiring person or group) to be exchanged for one share of common stock (or one common stock equivalent).  If a person or group becomes an acquiring person and the Holding Company is acquired in a merger or other business combination or sells more than 50% of its assets or earning power, each right will entitle all other holders to purchase, by payment of the $65 exercise price, common stock of the acquiring company with a value of twice the exercise price.  The renewed rights plan expires on September 30, 2016.

The Rights Plan, as well as certain provisions of the Holding Company’s certificate of incorporation and bylaws, the Bank’s federal stock charter and bylaws, certain federal regulations and provisions of Delaware corporation law, and certain provisions of remuneration plans and agreements applicable to employees and officers of the Bank may have anti-takeover effects by discouraging potential proxy contests and other takeover attempts, particularly those which have not been negotiated with the Board of Directors.  The Rights Plan and those other provisions, as well as applicable regulatory restrictions, may also prevent or inhibit the acquisition of a controlling position in our common stock and may prevent or inhibit takeover attempts that certain stockholders may deem to be in their or other stockholders’ interest or in the interest of the Holding Company, or in which stockholders may receive a substantial premium for their shares over then current market prices.  The Rights Plan and those other provisions may also increase the cost of, and thus discourage, any such future acquisition or attempted acquisition, and would render the removal of the current Board of Directors or management of the Holding Company more difficult.

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Transfer Agent and Registrar

Computershare Trust Company, N.A., P.O. Box 43078, Providence, RI 02940 is the transfer agent and registrar of our common stock.

DESCRIPTION OF DEBT SECURITIES

We may offer unsecured debt securities which may be senior, subordinated or junior subordinated, and which may be convertible.  Unless otherwise specified in the applicable prospectus supplement, our debt securities will be issued in one or more series under an indenture to be entered into between us and a trustee to be selected.  We have filed the forms of both the senior and subordinated indentures as exhibits to the registration statement of which this prospectus forms a part.

The following description briefly sets forth certain general terms and provisions of the debt securities.  The particular terms of the debt securities offered by any prospectus supplement and the extent, if any, to which these general provisions may apply to the debt securities, will be described in the related prospectus supplement.  Accordingly, for a description of the terms of a particular issue of debt securities, you must refer to both the related prospectus supplement and to the following description.

Debt Securities

The debt securities may be issued in one or more series as may be authorized from time to time.  Reference is made to the applicable prospectus supplement for the following terms of the debt securities (if applicable):

· title and aggregate principal amount;

· whether the securities will be senior, subordinated or junior subordinated;

· applicable subordination provisions, if any;

· conversion or exchange into other securities;

· percentage or percentages of principal amount at which such securities will be issued;

· maturity date(s);

· interest rate(s) or the method for determining the interest rate(s) and the method of computation of interest rate(s);

· dates on which interest will accrue or the method for determining dates on which interest will accrue and dates on which interest will be payable;

· redemption or early repayment provisions;

· authorized denominations;

· form of a debt security;

· amount of discount or premium, if any, with which such securities will be issued;

· whether such securities will be issued in whole or in part in the form of one or more global securities;

· identity of the depositary for global securities;

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· whether a temporary security is to be issued with respect to such series and whether any interest payable prior to the issuance of definitive securities of the series will be credited to the account of the persons entitled thereto;

· the terms upon which beneficial interests in a temporary global security may be exchanged in whole or in part for beneficial interests in a definitive global security or for individual definitive securities;

· any covenants applicable to the particular debt securities being issued;

· any defaults and events of default applicable to the particular debt securities being issued;

· currency, currencies or currency units in which the purchase price for, the principal of and any premium and any interest on, such securities will be payable;

· time period within which, the manner in which and the terms and conditions upon which the purchaser of the securities can select the payment currency;

· securities exchange(s) on which the securities will be listed, if any;

· whether any underwriter(s) will act as market maker(s) for the securities;

· extent to which a secondary market for the securities is expected to develop;

· our obligation or right to redeem, purchase or repay securities under a sinking fund, amortization or analogous provision;

· provisions relating to covenant defeasance and legal defeasance;

· provisions relating to satisfaction and discharge of the indenture;

· provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture; and

· additional terms not inconsistent with the provisions of the indenture.

General

One or more series of debt securities may be sold at a substantial discount below their stated principal amount, bearing no interest or interest at a rate which at the time of issuance is below market rates.  One or more series of debt securities may be variable rate debt securities that may be exchanged for fixed rate debt securities.

We will describe the U.S. federal income tax consequences and special considerations, if any, applicable to any such series in the applicable prospectus supplement.

Debt securities may be issued where the amount of principal and/or interest payable is determined by reference to one or more currency exchange rates, commodity prices, equity indices or other factors.  Holders of such securities may receive a principal amount or a payment of interest that is greater than or less than the amount of principal or interest otherwise payable on such dates, depending upon the value of the applicable currencies, commodities, equity indices or other factors.  Information as to the methods for determining the amount of principal or interest, if any, payable on any date, the currencies, commodities, equity indices or other factors to which the amount payable on such date is linked and certain additional U.S. federal income tax considerations will be set forth in the applicable prospectus supplement.

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The term “debt securities” includes debt securities denominated in U.S. dollars or, if specified in the applicable prospectus supplement, in any other freely transferable currency or units based on or relating to foreign currencies.

Subject to the limitations provided in the indenture and in the prospectus supplement, you may transfer or exchange debt securities that we issue in registered form at the corporate office of the Company or the principal corporate trust office of the trustee, without the payment of any service charge, other than any tax or other governmental charge payable in connection therewith.

Global Securities

We may issue the debt securities of a series in whole or in part in the form of one or more global securities that we will deposit with, or on behalf of, a depositary identified in the prospectus supplement.  We will issue global securities in registered form and in either temporary or definitive form.  Unless and until it is exchanged in whole or in part for the individual debt securities, a global security may not be transferred except as a whole by the depositary for such global security to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary, or any such nominee to a successor of such depositary or a nominee of such successor.  We will describe the specific terms of the depositary arrangement with respect to any debt securities of a series and the rights of and limitations upon owners of beneficial interests in a global security in the applicable prospectus supplement.

DESCRIPTION OF WARRANTS

The following description, together with any information we may include in any applicable prospectus supplement, summarizes the material terms and provisions of the warrants that we may offer under this prospectus and the related warrant agreements and warrant certificates.  Although the terms summarized below will apply generally to any warrants we may offer, we will describe the particular terms of any series of warrants in more detail in the applicable prospectus supplement and such terms may differ from the terms described below.

General

We may issue, together with other securities or separately, warrants to purchase our common stock or preferred stock.  We will issue the warrants under warrant agreements to be entered into between us and a bank or trust company, as warrant agent, all as set forth in the applicable prospectus supplement.  The warrant agent will act solely as our agent in connection with the warrants of the series being offered and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants.

This section, along with the description in the applicable prospectus supplement, is a summary of certain provisions of the forms of warrant agreements and warrant certificates and is not complete. We urge you to read any applicable warrant agreements and warrant certificates, because those documents, and not these descriptions, define your rights as a holder of warrants.  We will file copies of the forms of the warrant agreements and warrant certificates as exhibits to the Registration Statement of which this prospectus is a part or an amendment thereto or as exhibits to a Current Report on Form 8-K.

The applicable prospectus supplement will describe the following terms, where applicable, of warrants in respect of which this prospectus is being delivered:

· the title of the warrants;

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· the designation, amount and terms of the securities for which the warrants are exercisable and the procedures and conditions relating to the exercise of such warrants;

· the designation and terms of the other securities, if any, with which the warrants are to be issued and the number of warrants issued with each such security;

· the price or prices at which the warrants will be issued;

· the aggregate number of warrants;

· any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants;

· the price or prices at which the securities purchasable upon exercise of the warrants may be purchased;

· if applicable, the date on and after which the warrants and the securities purchasable upon exercise of the warrants will be separately transferable;

· if applicable, a discussion of the material U.S. federal income tax considerations applicable to the warrants;

· any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants;

· the date on which the right to exercise the warrants shall commence and the date on which the right shall expire;

· the maximum or minimum number of warrants which may be exercised at any time;

· whether the warrants are to be issued in registered or bearer form;

· whether the warrants are extendible and the period or periods of such extendibility; and

· information with respect to book-entry procedures, if any.

Warrants may be exchanged for new warrants of different denominations.

If in registered form, warrants may be presented for registration of transfer, and may be exercised at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement. Before the exercise of their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including the right to receive payments of principal of, any premium on, or any interest on, the debt securities purchasable upon such exercise or to enforce the covenants in the indenture or to receive payments of dividends, if any, on the preferred stock or common stock purchasable upon such exercise, or to exercise any applicable right to vote, or payments upon our liquidation, dissolution or winding-up.

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Exercise of Warrants

Each warrant will entitle the holder thereof to purchase for cash the amount of shares of common or preferred stock at the exercise price as will in each case be set forth in, or be determinable as set forth in, the applicable prospectus supplement.  Warrants may be exercised at any time up to the close of business on the expiration date set forth in the applicable prospectus supplement.  After the close of business on the expiration date, unexercised warrants will become void. Warrants may be exercised as set forth in the applicable prospectus supplement relating to the warrants offered thereby.  Upon receipt of payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will, as soon as practicable, forward the purchased securities.  If less than all of the warrants represented by the warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants.

The shares of common stock and preferred stock issued upon exercise of any warrant will be issued subject to the restrictions and limitations on ownership contained in our charter and, in the case of preferred stock, the applicable articles supplementary establishing its terms.

Enforceability of Rights of Holders of Warrants

Each warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust with any holder of any warrant.  A single bank or trust company may act as warrant agent for more than one issue of warrants.  A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us.  Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action its right to exercise, and receive the securities purchasable upon exercise of, that holder’s warrant(s).

PLAN OF DISTRIBUTION

We may sell the securities referenced in this prospectus in any one or more of the following methods:

· direct sales to purchasers;

· to or through underwriters or dealers;

· through designated agents;

· ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

· block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

· purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

· an exchange distribution in accordance with the rules of the applicable exchange;

· privately negotiated transactions;

· settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;

· broker-dealers may agree with us to sell a specified number of such securities at a stipulated price per security;

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· through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

· a combination of any such methods of sale; or

· any other method permitted pursuant to applicable law.

A prospectus supplement will set forth the specific terms of the offering of the securities covered by this prospectus, including:

· the name or names of any underwriters, dealers or agents, if any, and the amounts of securities underwritten or purchased by each of them;

· any over-allotment options under which underwriters, if any, may purchase additional securities from us;

· any underwriting discounts or commissions or agency fees and other items constituting underwriters’ or agents’ compensation, if applicable;

· the public offering price of the securities and the proceeds to us and any discounts, commissions or concessions allowed or reallowed or paid to dealers; and

· any securities exchanges or markets on which the securities will be listed.

Underwriters may offer and sell the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale.  If we use underwriters in the sale of any securities, the underwriters will acquire the securities for their own account and may resell them from time to time in one or more transactions described above.  The securities may be either offered to the public through underwriting syndicates represented by managing underwriters, or directly by underwriters.  Generally, the underwriters’ obligations to purchase the securities will be subject to certain conditions precedent.  The underwriters will be obligated to purchase all of the securities they have committed to purchase if they purchase any of the securities.  We may use underwriters with whom we have a material relationship.  We will describe the nature of any such relationship in a prospectus supplement, naming the underwriter.

We may sell securities through agents from time to time.  A prospectus supplement will name any agent involved in the offer or sale of the securities and any commissions we pay to them.  Generally, any agent will be acting on a best efforts basis for the period of its appointment.

Any dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales.  In such event, any commissions that the dealers or agent receive and any profit on the resale of the shares that they purchase may be deemed to be underwriting commissions or discounts under the Securities Act.

We may authorize underwriters, dealers or agents to solicit offers by certain purchasers to purchase the securities from us at a public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future.  The contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth any commissions we pay for solicitation of these contracts.

Agents and underwriters may be entitled to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which the agents or underwriters may be required to make in respect thereof.  Agents and underwriters may be customers of, engage in transactions with, or perform services for us in the ordinary course of business.

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LEGAL MATTERS

Certain legal matters with respect to the securities offered hereby, and certain legal matters relating to Delaware law, including the validity of the common stock and preferred stock to be offered hereby, will be passed upon for us by Thacher Proffitt & Wood LLP.

EXPERTS

The consolidated financial statements of financial condition of Flushing Financial Corporation and subsidiaries as of December 31, 2007 and 2006, and the related consolidated statements of income, changes in stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2007 and internal control over financial reporting as of December 31, 2007 have been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

Grant Thornton LLP’s audit report for the consolidated financial statements as of and for the year ended December 31, 2007 and 2006 refers to the fact that the Company adopted Financial Accounting Standards Board (FASB) No. 157, Fair Value Measurements, and FASB No. 159, The Fair Value Option for Financial Assets and Liabilities – Including an amendment of FASB No. 115, as of January 1, 2007.  FASB No. 123(R), Share Based Payments, and FASB No. 158, Employers’ Accounting for Defined Benefit Plans and Other Post Retirement Plans – an amendment of FASB Statements No. 87, 88, 106 and 132(R) were adopted in 2006.

The consolidated financial statements of income, changes in stockholders’ equity, and cash flows of Flushing Financial Corporation and subsidiaries for the year ended December 31, 2005 have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

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FLUSHING FINANCIAL CORPORATION

___________________

PROSPECTUS

___________________

___________ , 2008

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following statement sets forth our expenses in connection with the offering described in the Registration Statement (all of which we will bear).  All amounts shown are estimated, except the SEC registration fee.

SEC registration fee	$	6,681
Trustee’s fees and expenses		10,000
Printing and engraving expenses		50,000
Accountants’ fees and expenses		50,000
Legal fees and expenses		60,000
Miscellaneous		10,000
TOTAL	$	186,681

Item 15. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law (“DGCL”) empowers a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.  Similar indemnification is authorized for such person against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of any threatened, pending or completed action or suit by or in the right of the corporation if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and provided further that (unless a court of competent jurisdiction otherwise provides) he shall not have been adjudged liable to the corporation.  Any such indemnification (unless ordered by a court) may be made by the corporation only as authorized in each specific case by the corporation upon a determination that indemnification of the present or former director, officer, employee or agent is proper because such person has met the applicable standard of conduct, which indemnification shall be made in the case of a director or officer at the time of the determination by the shareholders, a majority vote of disinterested directors, a committee of disinterested directors or by independent legal counsel in a written opinion, if there are no such directors or if such directors so direct.

Section 145 of the DGCL also authorizes a corporation to pay the expenses (including attorneys’ fees) incurred by an officer or director in defending any such proceedings in advance of their final disposition.  Such advance payment of expenses, however, may be made only upon delivery to the corporation by the indemnified party of an undertaking to repay all amounts so advanced if it shall ultimately be determined that the person receiving such payments is not entitled to be indemnified pursuant to Section 145 of the DGCL.  The DGCL also provides that its provisions regarding indemnification and advancement of expenses are not exclusive of other rights which may be provided by bylaw, agreement, or otherwise.

Section 145 of the DGCL further authorizes a corporation to purchase and maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against or incurred by such person in any such capacity, or arising out of such status, whether or not the corporation would otherwise have the power to indemnify such person against such liability under Section 145 of the DGCL.

Article TENTH of the Company’s Certificate of Incorporation limits the personal liability of directors in specified circumstances and sets forth circumstances under which directors, officers, employees and agents of the Company may be indemnified against liability which they incur in their capacities as such.  Article TENTH provides as follows:

TENTH.

(A) No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.  If the Delaware General Corporation Law is amended after the date of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation law, as so amended.

(B) The Corporation shall indemnify to the fullest extent permitted by the laws of the State of Delaware as from time to time in effect any person who was or is a party or is threatened to be made a party to, or otherwise requires representation by counsel in connection with, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation (a “Proceeding”), by reason of the fact that such person is or was a director or officer of the Corporation, or, while serving as a director or officer of the Corporation, is or was serving, in any capacity, at the request of the Corporation, any other corporation, partnership, joint venture, trust, association or other enterprise, including service with respect to an employee benefit plan, or by reason of any action alleged to have been taken or omitted in such capacity, against judgments, fines, penalties, amounts paid in settlement, and expenses (including attorneys’ fees and expenses, expenses and cost of investigations, and expenses of enforcement of such person’s rights under this Article TENTH) incurred by such person in connection with such Proceeding; provided, however, that no such indemnification shall be required for amounts paid in any settlement or other nonadjudicated disposition of any Proceeding unless the Board of Directors of the Corporation has given its prior consent to such settlement or disposition.

(C) The right to indemnification conferred by this Article TENTH shall also include the right of such persons to be paid in advance by the Corporation for their expenses to the full extent permitted by the laws of the State of Delaware as from time to time in effect.  The right to indemnification conferred on such persons by this Article TENTH shall be a contract right and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.

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(D) The Corporation may, to the extent authorized from time to time by the Board of Directors, indemnify to the fullest extent permitted by the laws of the State of Delaware as from time to time in effect any person who was or is party or is threatened to be made a party to, or otherwise requires representation by counsel in connection with, any Proceeding, by reason of the fact that such person is or was an employee (other than an officer) or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, or by reason of any action alleged to have been taken or omitted in such capacity.

The rights and authority conferred in this Article TENTH shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation or the By-Laws of the Corporation, agreement, vote of stockholders or disinterested directors or otherwise.

Notwithstanding anything to the contrary contained in this Article TENTH, the Corporation shall not indemnify any person in connection with any Proceeding initiated by such person against any other person or entity other than the Corporation or any Subsidiary unless such Proceeding was authorized by the Board of Directors of the Corporation.

Neither the amendment nor repeal of this Article TENTH, nor the adoption of any provision of the Certificate of Incorporation or By-Laws or of any statute inconsistent with this Article TENTH, shall eliminate or reduce the effect of this Article TENTH in respect of any acts or omissions occurring prior to such amendment, repeal or adoption of an inconsistent provision.

The Company has entered into Indemnity Agreements with each of its directors and executive officers, which provide for mandatory indemnification for each such person to the full extent permitted by law against judgments, fines, amounts paid in settlement in connection with any claim arising out of such person’s service to the Company unless he was adjudicated to have acted in bad faith, deliberate dishonesty or for personal gain.  The agreements provide for advancement of expenses and specify procedures for determining entitlement to indemnification in a particular case.

The Company maintains insurance coverage under which the Company’s officers and directors (as well as the Company) are indemnified under certain circumstances with respect to litigation and other costs and liabilities arising out of actual or alleged misconduct of such officers and directors.

For the undertaking with respect to indemnification, see Item 17 in this Registration Statement.

II - 3

Item 16. Exhibits

Exhibit No.	Description
1.1*	Form of Underwriting Agreement
4.1	Form of Indenture for Senior Notes
4.2	Form of Indenture for Subordinated Notes
4.3*	Form of Preferred Stock Certificate of Designation and related Form of Specimen Certificate for Registrant’s Preferred Stock
4.4*	Form of Warrant Agreement
4.5*	Form of Warrant Certificate
5.1	Opinion of Thacher Proffitt & Wood LLP regarding legality of securities being registered
8.1*	Opinion with respect to tax matters.
12.1	Statements re computation of ratios of earnings to fixed charges (see Page 12 of this Registration Statement)
23.1	Consent of Thacher Proffitt & Wood LLP (included in Exhibit 5.1)
23.2	Consent of Grant Thornton LLP
23.3	Consent of PricewaterhouseCoopers LLP
24.1	Power of Attorney (see Page II-7 of this Registration Statement)
25.1*	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Trustee under the Indenture

*To be filed, if necessary, by amendment or as an exhibit to a current report on Form 8-K.

Item 17. Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

II - 4

Provided, however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) (§230.424(b) of this chapter) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities in the post-effective amendment at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) If the registrant is relying on Rule 430B (§230.430B of this chapter):

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of 314 securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

II - 5

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been informed that in the opinion of the Securities and Exchange Commission this type of indemnification is against public policy as expressed in the Act and is, therefore unenforceable.  In the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by any director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of the submitted issue.

II - 6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused the Registration Statement of which this prospectus is a part to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Success and the State of New York on the 26th day of November, 2008.

FLUSHING FINANCIAL CORPORATION
By:	/s/ John R. Buran
	Name: John R. Buran
	Title: President and Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Flushing Financial Corporation, hereby severally constitute and appoint John R. Buran as our true and lawful attorney with full power to him to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement, and any subsequent Registration Statement for the same offering or for any additional offerings (as contemplated by the Registration Statement filed herewith) which may be filed under Rule 415 or Rule 462, and generally to do all that is necessary in our name and on our behalf in our capacities as officers and directors to enable Flushing Financial Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorney to said Registration Statement and any and all amendments thereto or to any subsequent Registration Statement for the same offering or for any additional offerings (as contemplated by the Registration Statement of which this prospectus is a part filed herewith) which may be filed under Rule 415 or Rule 462.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 18th day of November, 2008.

Signature	Title
/s/ John R. Buran	President and Chief Executive Officer
John R. Buran
/s/ Gerard P. Tully Sr.	Director and Chairman of the Board
Gerard P. Tully Sr.
/s/ Louis C. Grassi	Director
Louis C. Grassi
/s/ Michael J. Hegarty	Director
Michael J. Hegarty

II - 7

/s/ Vincent F. Nicolosi	Director
Vincent F. Nicolosi
/s/ John E. Roe Sr.	Director
John E. Roe Sr.
/s/ James D. Bennett	Director
James D. Bennett
/s/ Steven J. D’Iorio	Director
Steven J. D’Iorio
/s/  Sam Han	Director
Sam Han
/s/ John J. McCabe	Director
John J. McCabe
/s/ Donna M. O’Brien	Director
Donna M. O’Brien
/s/ Michael J. Russo	Director
Michael J. Russo
/s/ David W. Fry	Chief Financial Officer
David W. Fry	(Principal Financial and Accounting Officer)
	and Executive Vice President

II - 8

EX-4.1

Exhibit 4.1

FLUSHING FINANCIAL CORPORATION

_____________________

INDENTURE

Dated as of ____________

______________________

______________________,

as Trustee

______________________

SENIOR NOTES

Table of Contents

		Page
ARTICLE I
DEFINITIONS
Section 1.01	Definitions	1
ARTICLE II
NOTES
Section 2.01	Authentication and Dating; Title and Terms	7
Section 2.02	Forms Generally; Form of Trustee’s Certificate of Authentication	10
Section 2.03	Form of Note	10
Section 2.04	Execution of Notes	11
Section 2.05	Legends	11
Section 2.06	Global Note	12
Section 2.07	Computation of Interest	14
Section 2.08	Transfer and Exchange	15
Section 2.09	Mutilated, Destroyed, Lost or Stolen Notes	16
Section 2.10	Temporary Notes	17
Section 2.11	Cancellation	17
Section 2.12	CUSIP Numbers	17
ARTICLE III
PARTICULAR COVENANTS OF THE CORPORATION
Section 3.01	Payment of Principal and Interest	17
Section 3.02	Offices for Notices and Payments, Etc	18
Section 3.03	Appointments to Fill Vacancies in Trustee’s Office	18
Section 3.04	Provision as to Paying Agent	19
Section 3.05	Certificate to Trustee	19
Section 3.06	Compliance with Consolidation Provisions	20
Section 3.07	Limitation on Dividends	20
Section 3.08	Payment Upon Resignation or Removal	20
ARTICLE IV
LIST OF NOTEHOLDERS AND REPORTS BY THE CORPORATION AND THE TRUSTEE
Section 4.01	List of Noteholders	21
Section 4.02	Preservation and Disclosure of Lists	21
Section 4.03	Reports by the Corporation	22
Section 4.04	Reports by the Trustee	23

ARTICLE V
REMEDIES OF THE TRUSTEE AND NOTEHOLDERS UPON EVENT OF DEFAULT
Section 5.01	Events of Default	23
Section 5.02	Acceleration of Maturity	24
Section 5.03	Payment of Notes on Default; Suit Therefor	24
Section 5.04	Trustee May File Proofs of Claim	25
Section 5.05	Application of Moneys Collected by Trustee	26
Section 5.06	Proceedings by Noteholders	26
Section 5.07	Proceedings by Trustee	27
Section 5.08	Restoration of Rights and Remedies	27
Section 5.09	Remedies Cumulative and Continuing	28
Section 5.10	Direction of Proceedings and Waiver of Defaults by Majority of Noteholders	28
Section 5.11	Notice of Defaults	28
Section 5.12	Undertaking to Pay Costs	29
Section 5.13	Unconditional Right of Security Holders To Receive Principal, Premium and Interest	29
ARTICLE VI
CONCERNING THE TRUSTEE
Section 6.01	Duties and Responsibilities of Trustee	29
Section 6.02	Reliance on Documents, Opinions, etc	31
Section 6.03	No Responsibility for Recitals, etc	32
Section 6.04	Trustee, Authenticating Agent, Paying Agents, Transfer Agents and Registrar May Own Notes	32
Section 6.05	Moneys to be Held in Trust	32
Section 6.06	Compensation and Expenses of Trustee	33
Section 6.07	Officers’ Certificate as Evidence	33
Section 6.08	Conflicting Interest of Trustee	33
Section 6.09	Eligibility of Trustee	34
Section 6.10	Resignation or Removal of Trustee	34
Section 6.11	Acceptance by Successor Trustee	35
Section 6.12	Succession by Merger, etc	36
Section 6.13	Limitation on Rights of Trustee as a Creditor	37
Section 6.14	Authenticating Agents	37
ARTICLE VII
CONCERNING THE NOTEHOLDERS
Section 7.01	Action by Noteholders	38
Section 7.02	Proof of Execution by Noteholders	38
Section 7.03	Who Are Deemed Absolute Owners	39
Section 7.04	Notes Owned by Corporation Deemed Not Outstanding	39
Section 7.05	Revocation of Consents; Future Holders Bound	39

ARTICLE VIII
MEETINGS OF NOTEHOLDERS
Section 8.01	Purposes of Meetings	40
Section 8.02	Call of Meetings by Trustee	40
Section 8.03	Call of Meetings by Corporation or Noteholders	40
Section 8.04	Qualifications for Voting	40
Section 8.05	Regulations	41
Section 8.06	Voting	41
Section 8.07	Quorum; Actions	41
ARTICLE IX
SUPPLEMENTAL INDENTURES
Section 9.01	Supplemental Indentures Without Consent of Noteholders	42
Section 9.02	Supplemental Indentures With Consent of Noteholders	43
Section 9.03	Compliance with Trust Indenture Act; Effect of Supplemental Indentures	44
Section 9.04	Notation on Notes	44
Section 9.05	Evidence of Compliance of Supplemental Indenture to be Furnished to Trustee	45
ARTICLE X
CONSOLIDATION, MERGER, SALE, CONVEYANCE, TRANSFER AND LEASE
Section 10.01	Corporation May Consolidate, etc., on Certain Terms	45
Section 10.02	Successor Person to be Substituted for Corporation	45
Section 10.03	Opinion of Counsel to be Given Trustee	46
ARTICLE XI
REDEMPTION OF NOTES
Section 11.01	Applicability of Article	46
Section 11.02	Election to Redeem; Notice to Trustee	46
Section 11.03	Selection by Trustee of Notes to be Redeemed	46
Section 11.04	Notice of Redemption	47
Section 11.05	Deposit of Redemption Price	47
Section 11.06	Notes Payable on Redemption Date	47
Section 11.07	Notes Redeemed in Part	48

ARTICLE XII
SATISFACTION AND DISCHARGE OF INDENTURE
Section 12.01	Discharge of Indenture	48
Section 12.02	Deposited Moneys and U.S. Government Obligations to be Held in Trust by Trustee	49
Section 12.03	Paying Agent to Repay Moneys Held	49
Section 12.04	Return of Unclaimed Moneys	49
Section 12.05	Defeasance Upon Deposit of Moneys or U.S. Government Obligations	49
ARTICLE XIII
IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
Section 13.01	Indenture and Notes Solely Corporate Obligations	50
ARTICLE XIV
MISCELLANEOUS PROVISIONS
Section 14.01	Successors	50
Section 14.02	Official Acts by Successor Corporation	50
Section 14.03	Surrender of Corporation Powers	51
Section 14.04	Addresses for Notices, etc	51
Section 14.05	Governing Law	51
Section 14.06	Evidence of Compliance with Conditions Precedent	51
Section 14.07	Business Days	51
Section 14.08	Qualification of Indenture	52
Section 14.09	Trust Indenture Act to Control	52
Section 14.10	Table of Contents, Headings, etc	52
Section 14.11	Execution in Counterparts	52
Section 14.12	Separability	52
EXHIBITS
Exhibit A	Form of Note	A-1
Exhibit B	Form of Certificate of Officer of the Corporation	B-1

Cross Reference Table

Showing Reflection of Certain Provisions

Required Pursuant to Section 310 through 318(a)

of Trust Indenture Act of 1939, as Amended, (Including

Cross-References to Provisions of Sections 310 through 318(a)

which, Pursuant to

Section 318(c) of the Trust Indenture Act of 1939,

as Amended, are Part of and Govern Such Provisions

of the Indenture Whether or not Physically Contained Therein*

	TIA	Section
SECTION 310      (a)(1)		6.09
	(a)(2)	6.09
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(a)(5)	6.09
	(b)	6.08,
		6.10(a),
		(b) and (d)
	(c)	Not Applicable
SECTION 311      (a)		6.13
	(b)	6.13
	(c)	Not Applicable
SECTION 312      (a)		4.01
		4.02
	(b)	4.02
	(c)	4.02
SECTION 313      (a)		4.04
		4.04
	(c)	4.04
		5.11
	(d)	4.04
SECTION 314(a)   (1), (2) and (3)		4.03
	(a) (4)	3.05
	(b)	Not Applicable
	(c)(1)	13.06
	(c)(2)	13.06
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	13.06
	(f)	Not Applicable

 ____________________________

* This Table is not a part of the Indenture.

SECTION 315      (a)		6.01
	(b)	6.01
	(c)	6.01
	(d)	6.01
	(d)(1)	6.01
	(d)(2)	6.01
	(d)(3)	6.01
	(e)	5.12
SECTION 316      (a)(1)(A)
		5.10
	(a)(1)(B)	5.10
	(a)(2)	Not Applicable
	(a) last sentence	7.04
	(b)	5.13
SECTION 317      (a)(1)		5.03
	(a)(2)	5.04
	(b)	6.05
SECTION 318      (a)		13.09

THIS INDENTURE, dated as of __________, between Flushing Financial Corporation, a Delaware corporation (hereinafter called the “Corporation”), and ___________, a ___________, as trustee (the “Trustee”).

W I T N E S S E T H :

In consideration of the premises, and the purchase of the Notes (as defined below) by the holders thereof, the Corporation covenants and agrees with the Trustee for the equal and proportionate benefit of the respective holders from time to time of the Notes or of any series thereof, as follows:

ARTICLE I

DEFINITIONS

Section 1.01     Definitions.  The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture shall have the respective meanings specified in this Section 1.01. All other terms used in this Indenture which are defined in the Trust Indenture Act, or which are by reference therein defined in the Securities Act, shall (except as herein otherwise expressly provided or unless the context otherwise requires) have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date of this Indenture as originally executed. All accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting principles, and the term “generally accepted accounting principles” means such accounting principles as are generally accepted at the time of any computation. The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. Headings are used for convenience of reference only and do not affect interpretation. The singular includes the plural and vice versa.

“Affiliate” shall have the meaning given to that term in Rule 405 under the Securities Act or any successor rule thereunder.

 “Applicable Depositary Procedures” means, with respect to any transfer or transaction involving a Book-Entry Interest or a Note of any series represented by a Global Note, the rules and procedures of the Depositary for such Book-Entry Interest or Note represented by a Global Note, in each case to the extent applicable to such transaction and as in effect from time to time.

“Authenticating Agent” shall mean any agent or agents of the Trustee which at the time shall be appointed and acting pursuant to Section 6.14.

“Bankruptcy Law” shall mean Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.

“Board of Directors” shall mean either the Board of Directors of the Corporation or any duly authorized committee of that board.

“Board Resolution” shall mean a copy of a resolution certified by the Secretary or an Assistant Secretary of the Corporation to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Book-Entry Interest” shall mean a beneficial interest in a Global Note registered in the name of a Clearing Agency or its nominee, ownership and transfers of which shall be maintained and made through book entries by such Clearing Agency.

“Business Day” shall mean, with respect to any series of Notes, any day other than a Saturday, a Sunday, or a day on which banking institutions in The City of New York or _____________, are authorized or required by law, executive order or regulation to close.

“Clearing Agency” means an organization registered as a “Clearing Agency” pursuant to Section 17A of the Exchange Act that is acting as depositary for one or more series of the Notes and in whose name or in the name of a nominee of that organization shall be registered a Global Note and which shall undertake to effect book entry transfers and pledges of beneficial interests in such Global Note.

“Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time the Clearing Agency effects book entry transfers and pledges of securities deposited with the Clearing Agency.

“Commission” shall mean the Securities and Exchange Commission, or any successor agency of the United States government having administrative authority with respect to the federal securities laws.

“Common Stock” shall mean the Common Stock, par value $5.00 per share, of the Corporation or any other class of stock resulting from changes or reclassifications of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value.

“Corporate Trust Office” shall mean the Principal Office of the Trustee.

“Corporation” shall mean the person identified as the “Corporation” in the preamble to this Indenture and, subject to the provisions of Article X, shall also include its successors and assigns.

“Corporation Order” shall mean a written request or order signed in the name of the Corporation by an Officer and delivered to the Trustee.

“Custodian” shall mean any receiver, trustee, assignee, liquidator, or similar official under any Bankruptcy Law.

“Defeasance Agent” means another financial institution which is eligible to act as Trustee hereunder and which assumes all of the obligations of the Trustee necessary to enable the Trustee to act hereunder. In the event such a Defeasance Agent is appointed pursuant to Section 12.05 of this Indenture, the following conditions shall apply:

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(i)        the Trustee shall have approval rights over the document appointing such Defeasance Agent and the document setting forth such Defeasance Agent’s rights and responsibilities; and

(ii)       the Defeasance Agent shall provide verification to the Trustee acknowledging receipt of sufficient money and/or U.S. Government Obligations to meet the applicable conditions set forth in Section 12.05.

 “Defaulted Interest” has the meaning set forth in Section 2.07(c).

“Definitive Notes” means those Notes issued in fully registered certificated form.

“Depositary” means, with respect to any series of Notes that the Corporation determines shall be issued as a Global Note, The Depository Trust Company, New York, New York, or another organization registered as a “clearing agency” under the Exchange Act that is designated as Depositary for the Global Note by the Corporation and in whose name or in the name of a nominee of that organization shall be registered a Global Note and which shall undertake to effect book-entry transfers of the Global Note.

“Depositary Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time the Depositary effects book-entry transfers and pledges of securities deposited with or on behalf of the Depositary.

“Discharged” means that the Corporation shall be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, the Notes of any series and to have satisfied all the obligations under this Indenture relating to the Notes of such series (and the Trustee, at the expense of the Corporation, shall execute proper instruments acknowledging the same), except (i) the rights of holders of such Notes to receive, from the trust fund described in Section 12.05(a), payment of the principal of, premium, if any, and the interest on such Notes when such payments are due; (ii) the Corporation’s obligations with respect to such Notes under Sections 2.09, 2.11, 5.02 and 12.04; and (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder.

“Dollars” means the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

“DTC” shall mean The Depository Trust Company, the initial Clearing Agency.

“Event of Default” shall have the meaning specified in Section 5.01.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, or any successor statute.

“Foreign Currency” means a currency issued by the government of any country other than the United States.

“Global Note” shall mean, with respect to any series of Notes, a Note executed by the Corporation and delivered by the Trustee to the Depository or pursuant to the Depository’s instruction or, if no instructions are received, then held by the Trustee as custodian for the Depository, all in accordance with this Indenture, which Note shall be registered in the name of the Depository or its nominee.

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“Indenture” shall mean this instrument as originally executed or, if amended by one or more indentures supplemental hereto as herein provided, as so amended.

“Interest Payment Date” shall mean, with respect to any series of Notes, the Stated Maturity of an installment of interest on the Notes of such series, subject to Section 14.07.

“Interest Period” shall have the meaning set forth in Section 2.07(b).

“Interest Rate” shall have the meaning set forth in Section 2.01.

“Issue Date” shall have the meaning set forth in Section 2.01.

“Maturity Date” shall mean, with respect to any series of Notes, the date on which the principal of such Note becomes due and payable as therein or herein provided.

 “Noteholder,” “holder of Notes,” or other similar terms shall mean any Person in whose name at the time a particular Note of any series is registered in the Note Register kept by the Corporation or the Registrar for that purpose in accordance with the terms of this Indenture.

“Note Register” shall mean the list of registered holders of Notes provided to the Trustee pursuant to Section 4.01.

“Note” or “Notes” means any note or notes, bond or bonds, debenture or debentures, or any other evidences of indebtedness, as the case may be, authenticated and delivered under this Indenture; provided, however, that, if at any time there is more than one Person acting as Trustee under this Indenture, “Notes”, with respect to any such Person, shall mean Notes authenticated and delivered under this Indenture, exclusive, however, of Notes of any series as to which such Person is not Trustee.

“Officer” shall mean any of the Chief Executive Officer, the President, an Executive Vice President, the Chief Financial Officer, or the General Counsel of the Corporation.

“Officers’ Certificate” shall mean a certificate signed by two Officers that complies with the requirements of Section 314(c) of the TIA and is delivered to the Trustee.

“Opinion of Counsel” shall mean a written opinion of counsel, who may be an employee of the Corporation, and who shall be reasonably acceptable to the Trustee and that, if required by the TIA, complies with the requirements of Section 314(c) of the TIA and is delivered to the Trustee.

“Outstanding” when used with reference to any series of Notes, shall mean, as of any particular time, all Notes authenticated and delivered by the Trustee or the Authenticating Agent under this Indenture, except

4

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

(b)       Notes, or portions thereof, for the payment of which moneys in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Corporation) or shall have been set aside and segregated in trust by the Corporation (if the Corporation shall act as its own paying agent);

(c)       Notes in lieu of or in substitution for which other Notes shall have been authenticated and delivered pursuant to the terms of Section 2.08 unless proof satisfactory to the Corporation and the Trustee is presented that any such Notes are held by bona fide holders in due course; and

(d)       Notes held by the Corporation or any Affiliate thereof.

“Paying Agent” shall have the meaning set forth in Section 3.02.

“Person” shall mean any individual, corporation, estate, partnership, joint venture, banking association, association, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Predecessor Note” of any particular Note shall mean every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 2.09 in lieu of a lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated or destroyed, lost or stolen Note.

 “Principal Office of the Trustee,” or other similar term, shall mean the office of the Trustee, at which at any particular time its corporate trust business shall be administered.

“Redemption Date,” when used with respect to any Note to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price,” when used with respect to any Note to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Registrar” shall have the meaning set forth in Section 3.02.

“Regular Record Date” shall mean the 15th calendar day prior to the applicable Interest Payment Date, whether or not such day is a Business Day.

“Responsible Officer” shall mean any officer of the Trustee’s Corporate Capital Markets Division with direct responsibility for the administration of the Indenture and also means, with respect to a particular corporate trust matter, any other officer of the Trustee to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

5

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time, and any successor statute.

 “Stated Maturity” shall mean with respect to any series of Notes or any installment of principal or interest thereon, the date specified in such Note as the fixed date on which the principal of such Note or such installment of principal or interest is due and payable.

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

“Temporary Notes” shall mean temporary notes as such term is used in Section 2.10 herein.

“Trustee” shall mean the Person identified as “Trustee” in the preamble to this Indenture and, subject to the provisions of Article VI hereof, shall also include its successors and assigns, and thereafter “Trustee” shall mean each Person who is then a Trustee hereunder; provided, however, that if at any time there is more than one such Person, “Trustee” shall mean each such Person and as used with respect to the Notes of any series, shall mean the Trustee with respect to the Notes of such series.

“Trust Indenture Act” or “TIA” shall mean the Trust Indenture Act of 1939, as amended from time to time, and any successor statute.

“U.S. Government Obligations” shall mean securities that are (i) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case under clauses (i) or (ii), are not callable or prepayable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction with respect to the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt.

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ARTICLE II

NOTES

Section 2.01      Authentication and Dating; Title and Terms.  The aggregate principal amount of Notes that may be authenticated, delivered and issued under this Indenture is $170,000,000, as from time to time authorized by or pursuant to a Board Resolution.

The Notes may be issued in one or more series. All Notes of each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof with respect to such series without preference, priority or distinction on account of the actual time or times of the authentication and delivery or Maturity Date of the Notes of such series. With respect to any series of Notes to be issued hereunder, there shall be established in or pursuant to a Board Resolution, and set forth in an Officers' Certificate of the Corporation, or established in one or more indentures supplemental hereto, which shall be delivered to the Trustee prior to the issuance of such series of Notes:

(1)       the form of the Notes of the series;

(2)       the title of the Notes of the series (which shall distinguish such Notes of the series from all other Notes);

(3)       any limit upon the aggregate principal amount of the Notes of the series which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of that series pursuant to this Article II);

(4)       the date or dates on which the Notes of such series may be issued (the “Issue Date”);

(5)       the date or dates on which the Notes of such series will mature;

(6)       the date or dates, which may be serial, on which the principal of, and premium, if any, on the Notes of such series shall be payable;

(7)       the rate or rates, or the method of determination thereof, at which the Notes of such series shall bear interest, if any (the “Interest Rate”), the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable, and the method of computation thereof;

(8)       the place or places where the principal of, and premium, if any, and interest, if any, on Notes of the series shall be payable if other than as provided in Section 3.02 hereof;

(9)       if other than denominations of $[x] and any integral multiple thereof, in Dollars or the Foreign Currency or currency unit in which the Notes of such series are denominated, the denominations in which Notes of such series shall be issuable;

7

(10)      if other than the principal amount thereof, the portion of the principal amount of Notes of such series which shall be payable upon declaration of acceleration of the Maturity Date thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;

(11)      whether payment of the principal of, premium, if any, and interest, if any, on the Notes of such series shall be with or without deduction for taxes, assessments or governmental charges, and with or without reimbursement of taxes, assessments or governmental charges paid by Noteholders;

(12)      any Events of Default with respect to the Notes of such series, if not set forth herein;

(13)      in case the Notes of such series do not bear interest, the applicable dates for the purpose of clause (a) of Section 4.01;

(14)      a description of any provisions providing for redemption, exchange or conversion of the Notes of such series at the Corporation’s option, a Noteholder’s option or otherwise, and the terms and provisions of such redemption, exchange or conversion;

(15)      whether the Notes of any series are entitled to the benefit of a sinking fund, and the terms thereof;

(16)      the currency or currencies, or currency unit or currency units, whether in Dollars or a Foreign Currency or currency unit, in which the principal of, and premium, if any, and interest, if any, on the Notes of such series or any other amounts payable with respect thereto, and whether such principal, premium, if any, and interest, if any, payable otherwise than in Dollars may, at the option of the Noteholders of any Note of such series, also be payable in Dollars;

(17)      if other than as set forth in Section 12.01, provisions for the satisfaction and discharge of the indebtedness represented by the Notes of such series;

(18)      whether the Notes of such series are issuable as a Global Note and, in such case, the identity of the Depositary for such series, if other than The Depository Trust Company;

(19)      if the amount of payment of principal of (and premium, if any) or interest on the Notes of such series may be determined with reference to an index, formula or other method based on a coin, currency or currency unit other than that in which the Notes are stated to be payable or otherwise, the manner in which such amounts shall be determined;

(20)      any other terms of such series of Notes (which terms shall not be inconsistent with the provisions of this Indenture); and

(21)      any Trustees, Paying Agents, or Registrars with respect to the Notes of such series, if other than the initial Trustee.

8

Any inconsistency between the terms set forth in this Indenture and the provisions of a Board Resolution or an indenture supplemental hereto relating to the items in (1) through (21) above shall be resolved in favor of such Board Resolution or Supplemental Indenture.

All Notes of any one series need not be issued at the same time and, unless otherwise so provided by the Corporation, a series may be reopened for issuances of additional Notes of such series or to establish additional terms of such series of Notes.

If any of the terms of the Notes of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series.

The Trustee shall be entitled to receive and shall be fully protected in relying on, in addition to the Opinion of Counsel to be furnished to the Trustee with the Officers' Certificate or supplemental indenture relating to the issuance of any series of Notes, an Opinion of Counsel stating that:

(i)         all instruments furnished to the Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Trustee to authenticate and deliver such Notes;

(ii)        all laws and requirements with respect to the form and execution by the Corporation of the supplemental indenture, if any, have been complied with and that the execution and delivery of the supplemental indenture, if any, by the Trustee will not violate this Indenture, the Corporation has corporate power to execute and deliver any such supplemental indenture and have taken all necessary corporate action for those purposes and any such supplemental indenture has been executed and delivered and constitutes the legal, valid and binding obligation of the Corporation enforceable in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect);

(iii)       the form and terms of such Notes have been established in conformity with the provisions of this Indenture;

(iv)       all laws and requirements with respect to the execution and delivery by the Corporation of such Notes has been complied with and the authentication and delivery of any such Notes by the Trustee will not violate the terms of the Indenture, the Corporation has the corporate power to issue such Notes and such Notes has been duly authorized and delivered by the Corporation and, assuming due authentication and delivery of such Notes by the Trustee, such Notes constitute legal, valid and binding obligations of the Corporation, enforceable in accordance with its terms (subject, as to enforcement of remedies to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect) and entitled to the benefits of this Indenture, equally and ratably with all other Notes, if any, of such series Outstanding;

(v)        the amount of the Notes Outstanding, including such Notes, does not exceed the amount at the time permitted by law;

9

(vi)       no Event of Default with respect to any series of Notes has occurred or is continuing;

(vii)      this Indenture is qualified under the Trust Indenture Act; and

(viii)     the issuance of such Notes will not contravene the Articles of Incorporation or the By-Laws of the Corporation or result in any violation of any of the terms or the provisions of any indenture, mortgage or other agreement known to such counsel by which the Corporation or any of its subsidiaries is bound.

In addition, the Opinion of Counsel and the Officers' Certificate will cover such other matters as the Trustee may reasonably request.

Section 2.02      Forms Generally; Form of Trustee’s Certificate of Authentication.

The Notes of each series and the Trustee’s certificate of authentication on such Notes shall be in substantially the form as shall be established pursuant to this Article II in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Indenture or as may be required to comply with any law or with any rules or regulations made pursuant thereto or with any rules or regulations of any securities exchange or as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes.

The Definitive Notes of each series shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Notes as evidenced by their execution of such Notes.

The Trustee’s certificate of authentication on all Notes shall be in substantially the following form:

This certificate represents Notes of the Corporation referred to in the within-mentioned Indenture.

____________________________,

not in its individual capacity

but solely as Trustee

By:  _________________________________                                             

Authorized Officer

Section 2.03      Form of Note.  The Note of each series shall be substantially in the form of Exhibit A hereto, the terms of which are incorporated in and made a part of this Indenture.  The Notes shall be issued, and may be transferred, only in denominations having an aggregate principal amount of not less than $[x] and integral multiples of $[x] in excess thereof.  The Notes shall be in registered form without coupons and shall be numbered, lettered or otherwise distinguished in such manner or in accordance with such plans as the officers executing the same may determine with the approval of the Trustee as evidenced by the execution and authentication thereof.

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Section 2.04      Execution of Notes.  The Notes of each series shall be signed in the name and on behalf of the Corporation by the manual or facsimile signature of its President, Chief Executive Officer, Chief Financial Officer, one of its Executive Vice Presidents, or General Counsel under its corporate seal (if legally required) which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise, and which need not be attested.  Only such Notes as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee or the Authenticating Agent by the manual or facsimile signature of an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose.  Such certificate by the Trustee or the Authenticating Agent upon any Note executed by the Corporation shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture.

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

Every Note shall be dated the date of its authentication.

In each case where the Trustee is to authenticate and deliver Notes pursuant to the terms of this Indenture, it shall receive a Corporation Order.

If all the Notes of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officers’ Certificate at the time of issuance of each Note, but such opinion and certificate, with appropriate modifications, shall be delivered at or before the time of issuance of the first Note of such series. After any such first delivery, any separate request by the Corporation that the Trustee authenticate Notes of such series for original issue will be deemed to be a certification by the Corporation that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Notes continue to have been complied with.

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

Section 2.05      Legends.  Each Note shall bear the applicable legends substantially in the form set forth in Exhibit A hereto.

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Section 2.06      Global Note.

(a)       Each Global Note for any series issued under this Indenture shall be registered in the name of the Depositary designated by the Corporation for such Global Note or a nominee of such Depositary and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall represent the aggregate amount of Outstanding Notes from time to time endorsed thereon for all purposes of this Indenture.

(b)       Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Definitive Notes, and no transfer of a Global Note in whole or in part may be registered in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (i) such Depositary notifies the Trustee or the Corporation in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Note, and no qualified successor is appointed by the Corporation within ninety (90) days of receipt of such notice, (ii) the Corporation executes and delivers to the Trustee a Corporation Order stating that the Corporation elects to terminate the book-entry system through the Depositary, (iii) such Depositary ceases to be a Clearing Agency registered under the Exchange Act and no successor is appointed by the Corporation within ninety (90) days after obtaining knowledge of such event or (iv) an Event of Default shall have occurred and be continuing.  Upon a Responsible Officer having actual knowledge of the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global Note of the occurrence of such event and of the availability of Definitive Notes of the same series to such beneficial owners requesting the same.  Upon the issuance of such Definitive Notes and the registration in the Note Register of such Notes in the names of the holders thereof, the Trustee shall recognize such holders as holders of Notes for all purposes of this Indenture and the Notes.

(c)       If any Global Note is to be exchanged for Definitive Notes of the same series or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Registrar for exchange or cancellation as provided in this Article.  If any Global Note is to be exchanged for Definitive Notes of the same series or canceled in part, then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in this Article or (ii) the principal amount of the Global Note or Global Notes, as the case may be, shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such Definitive Notes to be so exchanged for beneficial interests therein, as the case may be, by means of an appropriate adjustment made on the records of the Registrar, whereupon the Trustee, in accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records.  Upon any such surrender or adjustment of a Global Note by the Depositary, accompanied by registration instructions, the Corporation shall execute and the Trustee shall authenticate and deliver Definitive Notes of the same series issuable in exchange for such Global Note (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee may conclusively rely on, and shall be fully protected in relying on, such instructions.

(d)       Every Note of any series authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof.

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(e)       The Depositary or its nominee, as the registered owner of a Global Note, shall be the holder of such Global Note for all purposes under this Indenture and the Notes, and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Depositary Procedures.  Accordingly, any such owner’s beneficial interest in a Global Note shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants.  The Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Note as the sole holder of the Note and shall have no obligation to any beneficial owner of a Global Note. Neither the Trustee nor the Registrar shall have any liability in respect of any transfers effected by the Depositary or its Depositary Participants.

(f)        The rights of owners of beneficial interests in a Global Note shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants.

(g)       No owner of any beneficial interest in any Global Note shall have any rights under this Indenture with respect to such Global Note.  None of the Corporation, the Trustee nor any agent of the Corporation or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Trustee or any agent of the Corporation or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and such beneficial owners, the operation of customary practices governing the exercise of the rights of the Depositary or its nominee as holder of any Note.

(h)      Global Notes shall bear the following legend on the face thereof:

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”) OR A NOMINEE OF DTC.  THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES SPECIFIED IN THE INDENTURE.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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Section 2.07      Computation of Interest.

(a)       The amount of interest payable for any Interest Period (as defined below) in respect of a series of Notes will be computed as provided in the Notes for such series.

(b)       Each Note of any series will bear interest at the Interest Rate (i) in the case of the initial Interest Period, for the period from, and including, the date of original issuance of such Note to, but excluding, the initial Interest Payment Date and (ii) thereafter, for the period from, and including, the first day following the end of the preceding Interest Period to, but excluding, the applicable Interest Payment Date or, in the case of the last Interest Period, the Maturity Date (each such period, an “Interest Period”), on the principal thereof, on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest (including Defaulted Interest), payable on each Interest Payment Date or the Maturity Date, as the case may be. Interest on any Note that is payable, and is punctually paid or duly provided for by the Corporation, on any Interest Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest installment.

(c)       Any interest on any series of Note that is payable, but is not punctually paid or duly provided for by the Corporation, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the holder on the relevant Regular Record Date by virtue of having been such holder, and such Defaulted Interest shall be paid by the Corporation to the Persons in whose names such Notes (or their respective Predecessor Notes) are registered at the close of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner:  the Corporation shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Note and the date of the proposed payment, and at the same time the Corporation shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements reasonably satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this paragraph.  Thereupon the Trustee shall fix a special record date for the payment of such Defaulted Interest, which shall not be more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Corporation of such special record date and, in the name and at the expense of the Corporation, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be mailed, first class postage prepaid, to each Noteholder at his or her address as it appears in the Note Register, not less than 10 days prior to such special record date.  Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Notes (or their respective Predecessor Notes) are registered on such special record date and thereafter the Corporation shall have no further payment obligation in respect of the Defaulted Interest.

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(d)       The Corporation may make payment of any Defaulted Interest on any series of Notes in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Corporation to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

(e)       Subject to the foregoing provisions of this Section 2.07, each Note of a series delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note of such series shall  carry the rights to interest accrued and unpaid, and to accrue, that were carried by such other Note.

Section 2.08      Transfer and Exchange.

(a)       The Corporation shall cause to be kept, at the office or agency maintained for the purpose of registration of transfer and for exchange, as provided in Section 3.02, the Note Register in which, subject to such reasonable regulations as it may prescribe, the Corporation shall provide for the registration and transfer of all Notes of each series as provided in this Article II.  The Note Register shall be in written form or in any other form capable of being converted into written form within a reasonable time.

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

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

(b)       To permit registrations of transfers and exchanges, the Corporation shall execute and the Trustee, upon receipt of a Corporation Order to do so, shall authenticate and deliver Definitive Notes and Global Notes at the written request of the Registrar for a series of Notes. All Definitive Notes and Global Notes issued upon any registration of transfer or exchange of Definitive Notes or Global Notes shall be the valid obligations of the Corporation, evidencing the same debt, the same series and entitled to the same benefits under this Indenture, as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange.

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No service charge shall be made for any exchange or registration of transfer of Notes, but the Corporation or the Trustee may require payment of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in connection therewith other than exchanges pursuant to Section 2.10 or 9.03 not involving any transfer.

Prior to due presentment for the registration of a transfer of any Note, the Trustee, the Corporation and any agent of the Trustee or the Corporation may deem and treat the Person in whose name such Note is registered as the absolute owner and holder of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and none of the Trustee, the Corporation or any agents of the Trustee or the Corporation shall be affected by notice to the contrary.

Section 2.09      Mutilated, Destroyed, Lost or Stolen Notes.

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

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

Every substituted Note issued pursuant to the provisions of this Section 2.09 by virtue of the fact that any such Note is destroyed, lost or stolen shall constitute an additional contractual obligation of the Corporation, whether or not the destroyed, lost or stolen Note shall be found at any time, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.  All Notes shall be held and owned upon the express condition that, to the extent permitted by applicable law, the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other notes without their surrender.

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Section 2.10      Temporary Notes.  Pending the preparation of Definitive Notes of any series, the Corporation may execute and the Trustee shall authenticate and make available for delivery Temporary Notes of such series that are typed, printed or lithographed. Temporary Notes shall be issuable in any authorized denomination, and substantially in the form of the Definitive Notes of the same series but with such omissions, insertions and variations as may be appropriate for Temporary Notes, all as may be determined by the Corporation.  Every such Temporary Note shall be executed by the Corporation and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the Definitive Notes of the same series.  Without unreasonable delay, the Corporation will execute and deliver to the Trustee or the Authenticating Agent Definitive Notes and thereupon any or all Temporary Notes may be surrendered in exchange therefor, at the Principal Office of the Trustee or at any office or agency maintained by the Corporation for such purpose as provided in Section 3.02, and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in exchange for such Temporary Notes a like aggregate principal amount of such Definitive Notes of the same series.  Such exchange shall be made by the Corporation at its own expense and without any charge therefor except that in case of any such exchange involving a registration of transfer the Corporation may require payment of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto. Until so exchanged, the Temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes of the same series authenticated and delivered hereunder.

Section 2.11     Cancellation. All Notes surrendered for the purpose of payment, exchange or registration of transfer, shall, if surrendered to the Corporation or any Paying Agent, be surrendered to the Trustee and promptly canceled by it, or, if surrendered to the Trustee or any Authenticating Agent, shall be promptly canceled by it, and no Notes shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. All Notes canceled by any Authenticating Agent shall be delivered to the Trustee. The Trustee shall destroy all canceled Notes unless the Corporation otherwise directs the Trustee in writing, in which case the Trustee shall dispose of such Notes as directed by the Corporation. If the Corporation shall acquire any of the Notes, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Notes unless and until the same are surrendered to the Trustee for cancellation.

Section 2.12      CUSIP Numbers. The Corporation in issuing the Notes of any series may use a “CUSIP” number (if then generally in use). The Corporation will promptly notify the Trustee in writing of any change in the CUSIP number.

ARTICLE III

PARTICULAR COVENANTS OF THE CORPORATION

Section 3.01      Payment of Principal and Interest.  The Corporation covenants and agrees for the benefit of the holders of the Notes of any series that it will duly and punctually pay or cause to be paid the principal of and interest on the Notes of such series at the place, at the respective times and in the manner provided herein.  Payment of the principal of and premium, if any, and interest on the Notes of any series due on the Maturity Date will be made by the Corporation in immediately available funds against presentation and surrender of the Notes of such series.  At the option of the Corporation, each installment of interest on the Notes of such series due on an Interest Payment Date other than the Maturity Date may be paid (i) by mailing checks for such interest payable to the order of the holders of Notes of such series entitled thereto as they appear on the Note Register or (ii) by wire transfer of immediately available funds to any account with a banking institution located in the United States designated by such holder no later than the related Regular Record Date.

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Section 3.02     Offices for Notices and Payments, Etc.  So long as any of the Notes of any series remain Outstanding, the Corporation will maintain in New York, New York or _________, ________ (a) an office or agency where the Notes of such series may be presented for payment (the “Paying Agent”), (b) an office or agency where the Notes of such series may be presented for registration of transfer (the “Registrar”) and (c) an office or agency where notices and demands to or upon the Corporation in respect of the Notes of such series or this Indenture may be served. The Registrar shall keep a register of the Notes of each series and of their transfer. The Corporation will appoint the Registrar and the Paying Agent and may appoint one or more co-registrars or one or more additional Paying Agents in such other locations as it shall determine. The term “Registrar” includes any additional registrar, the term “Paying Agent” includes any additional Paying Agent. The Corporation may change any Paying Agent, Registrar or co-registrar without prior notice to any Noteholder. Any Agent shall be permitted to resign upon 30 days’ written notice to the Corporation.  The Corporation shall notify the Trustee of the name and address of any Agent not a party to this Indenture.  If the Corporation fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such at the Principal Office of the Trustee. The Corporation or any of its Affiliates may act as Paying Agent or Registrar.  The Corporation will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. In case the Corporation shall fail to maintain any such office or agency in New York, New York or __________, ___________ or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Principal Office of the Trustee.

In addition to any such office or agency, the Corporation may from time to time designate one or more offices or agencies outside New York, New York and ___________, __________ where the Notes of any series may be presented for payment or for registration of transfer and where notices and demands to or upon the Corporation in respect of such Notes or this Indenture may be served in the manner provided in this Indenture, and the Corporation may from time to time rescind such designation, as the Corporation may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Corporation of its obligation to maintain any such office or agency in New York, New York or ___________, ___________ for the purposes above mentioned. The Corporation will give to the Trustee prompt written notice of any such designation or rescission thereof.

The Corporation initially appoints the Trustee as Paying Agent and Registrar for the Notes.

Section 3.03      Appointments to Fill Vacancies in Trustee’s Office.  The Corporation, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 6.10, a Trustee, so that there shall at all times be a Trustee hereunder.

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Section 3.04      Provision as to Paying Agent.

(a)       Whenever the Corporation shall have one or more Paying Agents, it will, on or prior to 11:00 a.m. New York, New York time on each due date of the principal of or interest on, the Notes of any series, deposit with a Paying Agent a sum sufficient to pay the principal or interest so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal or interest, and unless such Paying Agent is the Trustee, the Paying Agent will promptly notify the Trustee of the Corporation’s action or failure so to act.

(b)       If the Corporation shall appoint a Paying Agent other than the Trustee with respect to the Notes of any series, it will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 3.04,

(i)        that it will hold all sums held by it as such agent for the payment of the principal of, premium, if any, or interest on the Notes of such series (whether such sums have been paid to it by the Corporation or by any other obligor on such Notes) in trust for the benefit of the holders of such Notes; and

(ii)       that it will give the Trustee notice of any failure by the Corporation (or by any other obligor on the Notes of such series) to make any payment of the principal of, premium, if any, or interest on such Notes when the same shall be due and payable.

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

(d)       Anything in this Section 3.04 to the contrary notwithstanding, the Corporation may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Notes of any series hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums payable with respect to such Notes, such sums to be held by the Trustee upon the trusts herein contained.

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

Section 3.05      Certificate to Trustee.  The Corporation will deliver to the Trustee on or before 120 days after the end of each fiscal year of the Corporation, commencing with the first fiscal year ending after the date hereof, so long as Notes of any series are Outstanding hereunder, an Officers’ Certificate in the form attached hereto as Exhibit B, one of the signers of which shall be the principal executive, principal financial or principal accounting officer of the Corporation, stating that in the course of the performance by the signers of their duties as officers of the Corporation, they would normally have knowledge of any Event of Default (or any event which after notice or the lapse of time or both, would be, an Event of Default) with respect to such series by the Corporation in the performance of any covenants contained herein, stating whether or not they have knowledge of any such Event of Default (or event which after notice or the lapse of time or both, would be, an Event of Default) and, if so, specifying each such Event of Default or event of which the signers have knowledge, the nature thereof and the action, if any, the Corporation intends to undertake as a result of such Event of Default or event.

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The Corporation will promptly notify the Trustee in writing, upon obtaining knowledge of any default under this Indenture and shall comply with the provisions of Section 314(a)(4) of the Trust Indenture Act.

Section 3.06     Compliance with Consolidation Provisions.  The Corporation will not, while any of the Notes remain Outstanding, consolidate with, or merge into, or merge into itself, or sell or convey all or substantially all of its property to any other Person unless the provisions of Article X hereof are complied with.

Section 3.07      Limitation on Dividends.  The Corporation will not (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Corporation’s capital stock, (b) make any payment of principal of, or interest on, or repay, repurchase or redeem any debt securities of the Corporation that rank pari passu with or junior in right of payment to the Notes other than such payments, repayments, repurchases or redemptions of debt securities of the Corporation that rank equal with the Notes that are made on a pro rata basis with payments, repayments or repurchases on the Notes or (c) make any guarantee payments with respect to any guarantee by the Corporation of the debt securities of any Subsidiary of the Corporation if such guarantee ranks pari passu with or junior in right of payment to the Notes (other than (i) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock, (ii) any declaration of a dividend in connection with the implementation of a stockholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) as a result of a reclassification of the Corporation’s capital stock or the exchange or conversion of one class or series of the Corporation’s capital stock for another class or series of the Corporation’s capital stock, (iv) the purchase of fractional interests in shares of the Corporation’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (v) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Corporation’s benefit or compensation plans for its directors, officers or employees or any of the Corporation’s dividend reinvestment plans), if at such time there shall have occurred any event, act or condition that (a) is an Event of Default (or any event which, after notice or the lapse of time or both would become, an Event of Default) and (b) in respect of which the Corporation shall not have taken reasonable steps to cure.

Section 3.08     Payment Upon Resignation or Removal.  Upon termination of this Indenture or the removal or resignation of the Trustee, the Corporation shall pay to the Trustee all amounts accrued and owing to the Trustee to the date of such termination, removal or resignation.

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ARTICLE IV

LIST OF NOTEHOLDERS AND REPORTS BY THE

CORPORATION AND THE TRUSTEE

Section 4.01     List of Noteholders.  The Corporation covenants and agrees that it will furnish or cause to be furnished to the Trustee, in accordance with Section 312(a) of the Trust Indenture Act, (a) semiannually and not more than 10 days after the Regular Record Date for each series, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Noteholders of Notes of such series as of such date, and on dates to be determined pursuant to Section 2.01 for non-interest bearing Notes of such series in each year, and (b) at such other times as the Trustee may request in writing, within 30 days after receipt by the Corporation of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished, except that, so long as the Trustee is Registrar, no such list need be furnished.

Section 4.02      Preservation and Disclosure of Lists.

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

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

(i)         afford such applicants access to the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section 4.02; or

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

If the Trustee shall elect not to afford such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to each Noteholder whose name and address appear in the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section 4.02 a copy of the form of proxy or other communication which is specified in such request with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing.

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

(d)      The Trustee shall comply with the obligations imposed upon it pursuant to Section 312 of the Trust Indenture Act, subject to the exculpation from liability contained in Section 312(c) of such Act.

Section 4.03      Reports by the Corporation.

(a)       The Corporation covenants and agrees to provide to the Trustee, by hard copy or electronic transmission, within 15 days after the date on which the Corporation is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Corporation may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act. In the event that the Corporation is not required or permitted to file such reports, documents and information with the Commission pursuant to the Exchange Act, the Corporation will nevertheless deliver a copy of such Exchange Act information to the Trustee and the holders of the Notes as if the Corporation were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein.  The Corporation also covenants and agrees to comply with the provisions of Section 314(a) of the Trust Indenture Act.

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

(c)       To the extent applicable, the Corporation covenants and agrees to transmit by mail to all holders of Notes, as the names and addresses of such holders appear upon the Note Register, within 30 days after the filing or submission thereof with the Trustee, such summaries of any information, documents and reports provided by the Corporation pursuant to subsections (a) and (b) of this Section 4.03.

(d)       Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Corporation’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

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(e)       For purposes of this Section 4.03, the Corporation will be deemed to have furnished or delivered reports to the Trustee and the Noteholders if (i) such reports are filed with the Commission via the EDGAR filing system, (ii) such reports are currently available, and (iii) the Corporation electronically delivers to the Trustee a link to the EDGAR filing each time the Corporation files such a report.

(f)       The Corporation shall comply with the provisions of Section 314(a)(1)(2) and (3) of the Trust Indenture Act.

Section 4.04      Reports by the Trustee.

(a)       To the extent applicable, the Trustee shall transmit to Noteholders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after the date hereof, and no later than the anniversary date hereof in each succeeding year, deliver to Noteholders a brief report, dated as of each such date which complies with the provisions of such Section 313(a).

(b)       To the extent applicable, a copy of each such report shall, at the time of such transmission to Noteholders, be filed by the Trustee with each stock exchange, if any, upon which the Notes are listed, with the Commission and with the Corporation. The Corporation will promptly notify the Trustee when the Notes are listed on any stock exchange.

(c)       Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in the manner and the extent provided in Section 313(c) of the Trust Indenture Act.

ARTICLE V

REMEDIES OF THE TRUSTEE AND

NOTEHOLDERS UPON EVENT OF DEFAULT

Section 5.01      Events of Default.  “Event of Default,” wherever used herein with respect to the Notes of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), unless such event is specifically deleted or modified in or pursuant to the supplemental indenture, Board Resolution or Officers’ Certificate establishing the terms of such series of Notes pursuant to this Indenture:

(a)        default in the payment of any interest on such series of Notes when due, and continuance of such default for a period of 30 days; or

(b)        default in the payment of any principal of such series of Notes when due, whether at maturity, by acceleration of maturity or otherwise; or

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(c)       default in the performance, or breach, of any covenant, warranty or agreement of the Corporation in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Corporation by the Trustee or to the Corporation and the Trustee by the holders of at least 25% in aggregate principal amount of the outstanding Notes of such series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Events of Default” hereunder; or

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

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

Section 5.02      Acceleration of Maturity.

(a)       If an Event of Default under Section 5.01(d) or (e) occurs and is continuing, then in every such case the principal amount of all of the Notes shall become and be immediately due and payable without any declaration or other action on the part of the Trustee or any holder.

(b)       If an Event of Default under Section 5.01 (a), (b) or (c) with respect to Notes of a series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than twenty-five percent (25%) in principal amount of the Outstanding Notes of such series may declare the principal amount of all the Notes of such series to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by Holders); and upon any such declaration the principal amount of, premium, if any, and the accrued interest on all the Notes of such series shall become immediately due and payable.

Section 5.03      Payment of Notes on Default; Suit Therefor.  The Corporation covenants that (i) in case default shall be made in the payment of any installment of interest, on any of the Notes of a series as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (ii) in case default shall be made in the payment of the principal of the Notes of a series as and when the same shall have become due and payable, whether at maturity of the Notes of such series or by acceleration or otherwise, then, upon demand of the Trustee, the Corporation will pay to the Trustee, for the benefit of the holders of such series of Notes, the whole amount that then shall have become due and payable on all such Notes for principal or interest or both, as the case may be, with interest upon the overdue principal and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest at the rate borne by such Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee, its agents, attorneys and counsel, and any other amount due to the Trustee pursuant to Section 6.06.

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In case the Corporation shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Corporation or any other obligor on such series of Notes and collect in the manner provided by law out of the property of the Corporation or any other obligor on such series of Notes, wherever situated, the moneys adjudged or decreed to be payable.

Section 5.04     Trustee May File Proofs of Claim.  In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Corporation or any other obligor on the Notes under Title 11, United States Code, or any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Corporation or such other obligor, or in the case of any other similar judicial proceedings relative to the Corporation or other obligor upon the Notes, or to the creditors or property of the Corporation or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.04, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for amounts due to the Trustee pursuant to Section 6.06) and of the Noteholders allowed in such judicial proceedings relative to the Corporation or any other obligor on the Notes, or to the creditors or property of the Corporation or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Notes in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the Noteholders to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Noteholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to, and expenses of, the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other amounts due to the Trustee pursuant to Section 6.06.

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

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All rights of action and of asserting claims under this Indenture, or under any series of the Notes, may be enforced by the Trustee without the possession of any of the Notes of such series, or the production thereof on 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 trustee of an express trust, and any recovery of judgment shall, subject to the terms of this Indenture, be for the ratable benefit of the holders of such series of Notes.

In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the holders of the Notes, and it shall not be necessary to make any holders of the Notes parties to any such proceedings.

Section 5.05      Application of Moneys Collected by Trustee.  Any moneys collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee for the distribution of such moneys, upon presentation of the Notes of a series in respect of which moneys have been collected, and stamping thereon the payment, if only partially paid, and upon surrender thereof if fully paid:

First:  To the payment of costs and expenses of collection applicable to the Notes of such series and all other amounts due to the Trustee under Section 6.06;

Second:  To the payment of the amounts then due and unpaid upon Notes of such series for principal of, premium, if any, and interest on such Notes, in respect of which or for the benefit of which money has been collected, ratably, without preference of priority of any kind, according to the amounts due on such Notes for principal, premium and interest, respectively; and

Third:  To the Corporation.

Section 5.06      Proceedings by Noteholders.  No holder of any Note of a series shall have any right by virtue of or by availing itself of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (a) such holder previously shall have given to the Trustee written notice of an Event of Default with respect to such series of Notes and of the continuance thereof with respect to such series of Notes specifying such Event of Default, as hereinbefore provided, (b) the holders of not less than 25% in aggregate principal amount of such series of Notes then Outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder, (c) such holder or holders shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding, and (e), no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of such series of Notes; it being understood and intended, and being expressly covenanted by the taker and holder of every Note of such series with every other taker and holder and the Trustee, that no one or more holders of Notes of such series shall have any right in any manner whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of any other holder of Notes of such series, or to obtain or seek to obtain priority over or preference to any other such holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all holders of such series of Notes.

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Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Note to receive payment of the principal of, premium, if any, and interest on such Note, on or after the same shall have become due and payable, or to institute suit for the enforcement of any such payment, shall not be impaired or affected without the consent of such holder, and by accepting a Note hereunder it is expressly understood, intended and covenanted by the taker and holder of every Note with every other such taker and holder and the Trustee, that no one or more holders of Notes shall have any right in any manner whatsoever by virtue or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Notes, or to obtain or seek to obtain priority over or preference to any other such holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all holders of Notes. For the protection and enforcement of the provisions of this Section, each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Section 5.07      Proceedings by Trustee.

(a)       In case an Event of Default occurs with respect to any series of Notes and is continuing, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.

(b)      All rights of action and claims under this Indenture or any series of Notes may be prosecuted and enforced by the Trustee without the possession of any of  the Notes of such series or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and all other amounts then due under Section 6.06, be for the ratable benefit of the holders of such series of Notes in respect of which such judgment has been recovered.

Section 5.08      Restoration of Rights and Remedies.  If the Trustee or any Noteholder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Noteholder, then and in every such case the Corporation, the Trustee and the Noteholders shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Noteholders shall continue as though no such proceeding had been instituted.

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Section 5.09     Remedies Cumulative and Continuing.  All powers and remedies given by this Article V to the Trustee or to the Noteholders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any other powers and remedies available to the Trustee or the holders of the Notes, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture or otherwise established with respect to the Notes, and no delay or omission of the Trustee or of any holder of any of the Notes to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such default or an acquiescence therein; and, subject to the provisions of Section 5.06, every power and remedy given by this Article V or by law to the Trustee or to the Noteholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Noteholders.

Section 5.10      Direction of Proceedings and Waiver of Defaults by Majority of Noteholders.  The holders of a majority in aggregate principal amount of a series of Notes at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to such series; provided, however, that (subject to the provisions of Section 6.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by one of its Responsible Officers shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of a series of Notes at the time Outstanding may on behalf of the holders of all of the Notes of such series waive any existing Event of Default with respect to such series and its consequences except a default (a) in the payment of principal of or interest on any of the Notes of such series (unless such default has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Trustee) or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Note of such series affected. Upon any such waiver, the Event of Default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Corporation, the Trustee and the holders of the Notes of such series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Event of Default  with respect to such series or impair any right consequent thereon. Whenever any Event of Default hereunder with respect to a series of Notes shall have been waived as permitted by this Section 5.10, said Event of Default shall for all purposes of the series of Notes and this Indenture be deemed to have been cured and to be not continuing.

Section 5.11      Notice of Defaults.

(a)       The Trustee shall, within 90 days after the occurrence of a Default with respect to a series of Notes actually known to a Responsible Officer of the Trustee, mail to all Noteholders of such series, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act and as the names and addresses of such holders appear upon the Note Register for such series, notice of all such Defaults, unless such Default(s) shall have been cured before the giving of such notice (the term “Default” for the purpose of this Section 5.11 means any event which is, or after notice or the lapse of time or both would become, an Event of Default with respect to the Notes of such series); provided, however, that, except in the case of Default in the payment of the principal of, premium, if any, or interest on any of the Notes of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee, or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the Noteholders of such series; provided, further, that in the case of any Event of Default of the character specified in clause (c) of Section 5.01, no such notice to Noteholders shall be given until at least 60 days after the occurrence thereof, but shall be given within 90 days after such occurrence .

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(b)      Within ten Business Days after the occurrence of any Event of Default with respect to a series of Notes actually known to a Responsible Officer of the Trustee, the Trustee shall mail to all Noteholders of such series, as the names and addresses of such holders appear upon the Note Register for such series, notice of such Event of Default, unless such Event of Default shall have been cured or waived before the giving of such notice.

Section 5.12      Undertaking to Pay Costs.  All parties to this Indenture agree, and each holder of any Note by its acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.12 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Noteholder, or group of Noteholders of a series of Notes, holding in the aggregate more than 10% in aggregate principal amount of the Notes of such series Outstanding, or to any suit instituted by any Noteholder for the enforcement of the payment of the principal of,  premium, if any, or interest on any Note against the Corporation on or after the same shall have become due and payable.

Section 5.13     Unconditional Right of Security Holders To Receive Principal, Premium and Interest.  Notwithstanding any other provision in this Indenture, the Holder of any Note shall have the right which is absolute and unconditional to receive payment of the principal of and premium, if any, and (subject to Section 2.07) interest on such Note on the Maturity Date expressed in such Note at the respective place, at the respective time, at the respective rate, in the respective amount and in the coin, currency, or currency unit therein and herein prescribed, and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Noteholder.

ARTICLE VI

CONCERNING THE TRUSTEE

Section 6.01      Duties and Responsibilities of Trustee.  The Trustee shall comply with, and be subject to, the provisions of Section 315 of the Trust Indenture Act. The duties and responsibilities of the Trustee shall be as provided in the Trust Indenture Act and as herein set forth. In case an Event of Default (of which, except for a default in the payment of any principal or interest on the Notes under clauses (a) and (b) of Section 5.01, a Responsible Officer of the Trustee has actual knowledge) has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

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

(a)           prior to the occurrence of an Event of Default (of which, except for a default in the payment of any principal or interest on the Notes under clauses (a) and (b) of Section 5.01, a Responsible Officer of the Trustee has actual knowledge) and after the curing or waiving of all such Events of Default which may have occurred,

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

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

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

(c)           the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Noteholders pursuant to Section 5.10, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.

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

In no event shall the Trustee be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

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In no event shall the Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Indenture.

Section 6.02           Reliance on Documents, Opinions, etc.  Except as otherwise provided in Section 6.01:

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

(b)           any request, direction, order or demand of the Corporation mentioned herein may be sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Corporation;

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

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

(e)           the Trustee shall not be liable for any action taken or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default (of which, except for a default in the payment of any principal or interest on the Notes under clauses (a) and (b) of Section 5.01, a Responsible Officer of the Trustee has actual knowledge) that has not been cured or waived, to exercise such of the rights and powers vested in it by this Indenture, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs;

(f)            the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, coupon or other paper or document, unless requested in writing to do so by the holders of a majority in aggregate principal amount of a series of Outstanding Notes; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expense or liability as a condition to so proceeding;

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

(h)           the Trustee shall not be charged with knowledge of any Event of Default with respect to the Notes of any series unless (i) such Event of Default is a default in the payment of any principal or interest on the Notes of such series under clauses (a) and (b) of Section 5.01, (ii) a Responsible Officer shall have actual knowledge of such Event of Default or (iii) written notice of such Event of Default shall have been given to the Trustee by the Corporation or any other obligor on the Notes of such series or by any holder of the Notes of such series; and

(i)            the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith, without negligence or willful misconduct and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.

Section 6.03           No Responsibility for Recitals, etc.  The recitals contained herein and in the Notes (except in the certificate of authentication of the Trustee or the Authenticating Agent) shall be taken as the statements of the Corporation, and the Trustee and the Authenticating Agent assume no responsibility for the correctness of the same. The Trustee and the Authenticating Agent make no representations as to the validity or sufficiency of this Indenture or of the Notes. The Trustee and the Authenticating Agent shall not be accountable for the use or application by the Corporation of any Notes or the proceeds of any Notes authenticated and delivered by the Trustee or the Authenticating Agent in conformity with the provisions of this Indenture.

Section 6.04          Trustee, Authenticating Agent, Paying Agents, Transfer Agents and Registrar May Own Notes. The Trustee or any Authenticating Agent or any Paying Agent or any transfer agent or any Registrar for the Notes, in its individual or any other capacity, may become the owner or pledgee of Notes with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, transfer agent or Registrar for the Notes.

Section 6.05           Moneys to be Held in Trust.  Subject to the provisions of Section 12.04, all moneys received by the Trustee or any Paying Agent shall, until used or applied as herein provided, be held in trust for the purpose for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee and any Paying Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Corporation. So long as no Event of Default shall have occurred and be continuing, all interest allowed on any such moneys shall be paid from time to time upon the written order of the Corporation, signed by an Officer thereof.

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Section 6.06           Compensation and Expenses of Trustee.  The Corporation, as issuer of Notes under this Indenture, covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed to in writing between the Corporation and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and the Corporation will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), except to the extent any such expense, disbursement or advance arises from its negligence, bad faith or willful misconduct.

The Corporation covenants to indemnify each of the Trustee (including in its individual capacity) and any predecessor Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any and all loss, damage, claim, action, suit, liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, bad faith or willful misconduct on the part of the Trustee and arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim of liability. The obligations of the Corporation under this Section 6.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Notes.

When the Trustee incurs expenses or renders services in connection with an Event of Default, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for its services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law.

The provisions of this Section 6.06 shall survive the resignation or removal of the Trustee and the defeasance or other termination of this Indenture.

Section 6.07          Officers’ Certificate as Evidence.  Except as otherwise provided in Sections 6.01 and 6.02, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may, in the absence of negligence, bad faith or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate delivered to the Trustee, and such Officers’ Certificate, in the absence of negligence, bad faith or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture in reliance thereon.

Section 6.08           Conflicting Interest of Trustee.  If the Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the Corporation shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.

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Section 6.09           Eligibility of Trustee.  The Indenture shall at all times have a Trustee that satisfies the requirements of Section 310 of the Trust Indenture Act in all respects. The Trustee hereunder shall at all times be a Person organized and doing business under the laws of the United States of America or any state or territory thereof or of the District of Columbia, or a corporation or other Person permitted to act as trustee by the Commission authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000) and subject to supervision or examination by federal, state, territorial, or District of Columbia authority. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 6.09, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

The Corporation may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Corporation, serve as Trustee.

In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 6.09, the Trustee shall resign immediately in the manner and with the effect specified in Section 6.10.

Section 6.10           Resignation or Removal of Trustee.

(a)           The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more series of Notes by giving written notice of such resignation to the Corporation and by mailing notice thereof to the holders of the Notes of such series at their addresses as they shall appear on the Note Register for such series. Upon receiving such notice of resignation, the Corporation shall promptly appoint a successor trustee or trustees, which trustee shall be eligible in accordance with the provisions of Section 6.09, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 60 days after the mailing of such notice of resignation to the affected Noteholders, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Noteholder who has been a bona fide holder of a Note for at least six months may, subject to the provisions of Section 5.10, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

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

(i)           the Trustee shall fail to comply with the provisions of Section 6.08 after written request therefor by the Corporation or by any Noteholder of any series who has been a bona fide holder of a Note or Notes of such series for at least six months; or

(ii)           the Trustee shall cease to be eligible in accordance with the provisions of Section 6.09 and shall fail to resign after written request therefor by the Corporation or by any Noteholder of any series; or

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

then, in any such case, the Corporation may remove the Trustee and appoint a successor trustee, which trustee shall be eligible in accordance with the provisions of Section 6.09, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 5.10, any Noteholder of such series who has been a bona fide holder of a Note of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.

(c)           The holders of a majority in aggregate principal amount of the Notes of any series at the time Outstanding may at any time remove the Trustee for such series and nominate a successor trustee, which shall be deemed appointed as successor trustee unless within 10 days after written notification of such nomination the Corporation objects thereto, or if no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after such removal, in which case the Trustee so removed or any Noteholder of such series, upon the terms and conditions and otherwise as in subsection (a) of this Section 6.10, may petition any court of competent jurisdiction for an appointment of a successor trustee with respect to such series of Notes.

(d)           Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 6.11.

Section 6.11          Acceptance by Successor Trustee.  Any successor trustee appointed as provided in Section 6.10 shall execute, acknowledge and deliver to the Corporation and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the retiring trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Corporation or of the successor trustee, the trustee ceasing to act shall, upon payment of all amounts then due it pursuant to the provisions of Section 6.06, execute and deliver an instrument 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 trustee all property and money held by such retiring trustee thereunder. Upon request of any such successor trustee, the Corporation shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.06.

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No successor trustee shall accept appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.08 and eligible under the provisions of Section 6.09.

Upon the appointment hereunder of any successor Trustee with respect to the Notes of one or more (but not all) series, the Corporation, the retiring Trustee and such successor Trustee shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (a) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, such successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Notes of that or those series to which the appointment of such successor Trustee relates, (b) if the retiring Trustee is not retiring with respect to all Notes, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Notes of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (c) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee and that no Trustee shall be responsible for any notice given to, or received by, or any act or failure to act on the part of any other Trustee hereunder, and, upon the execution and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein, such retiring Trustee shall have no further responsibility for the exercise of rights and powers or for the performance of the duties and obligations vested in the Trustee under this Indenture with respect to the Notes of that or those series to which the appointment of such successor Trustee relates other than as hereinafter expressly set forth, and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Notes of that or those series to which the appointment of such successor Trustee relates; but, on request of the Corporation or such successor Trustee, such retiring Trustee, upon payment of its charges with respect to the Notes of that or those series to which the appointment of such successor relates and subject to Sections 6.05 and 12.04 shall duly assign, transfer and deliver to such successor Trustee, to the extent contemplated by such supplemental indenture, the property and money held by such retiring Trustee hereunder with respect to the Notes of that or those series to which the appointment of such successor Trustee relates, subject to its claim, if any, provided for in Section 6.06.  If any supplemental indenture contemplated by this Section 6.11 affects the rights and obligations of any Trustee with respect to the Notes of one or more series other than the retiring Trustee or Successor Trustee referred to herein, such other Trustee shall be a party to such supplemental indenture.

Section 6.12           Succession by Merger, etc.  Any Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified under the provisions of Section 6.08 and eligible under the provisions of Section 6.09, without the execution or filing of any paper or any further act on the part of any of the parties hereto.

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

Section 6.13           Limitation on Rights of Trustee as a Creditor.  The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent included therein.

Section 6.14           Authenticating Agents.  There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Corporation with respect to one or more series of Notes with power to act on the Trustee’s behalf and subject to the Trustee’s direction in the authentication and delivery of Notes of such series issued upon exchange or transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Notes of such series; provided, however, that the Trustee shall have no liability to the Corporation for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of Notes of such series.  Any such Authenticating Agent shall at all times be a Person organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least five million U.S. dollars ($5,000,000) and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. If such Person publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section 6.14 the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section.

Any Person into which any Authenticating Agent may be merged, converted or with which it may be consolidated, or any Person resulting from any merger or consolidation to which any Authenticating Agent shall be a party, or any Person succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor Person is otherwise eligible under this Section 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent.

Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Corporation. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Corporation. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14, the Trustee may, and upon the request of the Corporation shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.14, shall give written notice of such appointment to the Corporation and shall mail notice of such appointment to all Noteholders of the series with respect to which such Authenticating Agent shall serve, as the names and addresses of such holders appear on the Note Register for such series.  Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein.

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The Corporation, as issuer of the Notes, agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

ARTICLE VII

CONCERNING THE NOTEHOLDERS

Section 7.01           Action by Noteholders.  Any demand, request, notice, consent, waiver or other action provided by this Indenture to be given or taken by the holders of a specified percentage in aggregate principal amount of Notes of any series, may be evidenced by: (a) any instrument (including by way of electronic transmission) or any number of instruments of similar tenor executed by such Noteholders in person or by agent or proxy appointed in writing, or (b) the record of such holders of Notes of such series voting in favor thereof at any meeting of such Noteholders duly called and held in accordance with the provisions of Article VIII, or (c) a combination of such instrument or instruments and any such record of such a meeting of such Noteholders.

If the Corporation shall solicit from the Noteholders of such series any request, demand, authorization, direction, notice, consent, waiver or other action, the Corporation may, at its option, as evidenced by an Officers’ Certificate, fix in advance a record date for the determination of such Noteholders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Corporation shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action may be given before or after the record date, but only the Noteholders of record of such series at the close of business on the record date shall be deemed to be Noteholders for the purposes of determining whether Noteholders of the requisite proportion of Outstanding Notes of such series have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the Outstanding Notes of such series shall be computed as of the record date.

Section 7.02          Proof of Execution by Noteholders.  Subject to the provisions of Sections 6.01, 6.02 and 8.05, proof of the execution of any instrument by a Noteholder or his agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The ownership of Notes shall be proved by the Note Register or by a certificate of the Registrar for the Notes. The Trustee may require such additional proof of any matter referred to in this Section 7.02 as it shall deem necessary.

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The record of any Noteholders’ meeting shall be proved in the manner provided in Section 8.06.

Section 7.03           Who Are Deemed Absolute Owners.  Prior to due presentment for registration of transfer of a Note of any series, the Corporation, the Trustee, any Authenticating Agent, any Paying Agent, any transfer agent and any Registrar for the Notes of such series may deem the person in whose name such Note shall be registered upon the Note Register for such series to be, and may treat such person as, the absolute owner of such Note (whether or not such Note shall be overdue) for the purpose of receiving payment of or on account of the principal of and interest on such Note and for all other purposes; and neither the Corporation nor the Trustee nor any Authenticating Agent nor any Paying Agent nor any transfer agent nor any Registrar for the Notes shall be affected by any notice to the contrary. All such payments so made to any holder for the time being or upon such holder’s order shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Note.

Section 7.04          Notes Owned by Corporation Deemed Not Outstanding.  In determining whether the holders of the requisite aggregate principal amount of Notes of a series have concurred in any direction, consent or waiver under this Indenture, Notes of such series that are owned by the Corporation or any other obligor on such series of Notes or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Corporation or any other obligor on such series of Notes shall be disregarded and deemed not to be Outstanding for the purpose of any such determination; provided, however, that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver, only Notes of such series that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Notes of such series so owned which have been pledged in good faith may be regarded as Outstanding for the purposes of this Section 7.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Notes and that the pledgee is not the Corporation or any such other obligor or Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Corporation or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.

Section 7.05           Revocation of Consents; Future Holders Bound.  At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 7.01, of the taking of any action by the holders of the percentage in aggregate principal amount of the Notes of a series in connection with such action, any holder of a Note of such series (or any Note of such series issued in whole or in part in exchange or substitution therefor), subject to Section 7.01, the serial number of which is shown by the evidence to be included in the group of Notes of such series the holders of which have consented to such action, may, by filing written notice with the Trustee at its Corporate Trust Office and upon proof of holding as provided in Section 7.02, revoke such action so far as concerns such Note (or so far as concerns the principal amount represented by any exchanged or substituted Note). Except as aforesaid, any such action taken by the holder of a Note of a series shall be conclusive and binding upon such holder and upon all future holders and owners of such Note, and of any Note issued in exchange or substitution therefor, irrespective of whether or not any notation in regard thereto is made upon such Note or any Note issued in exchange or substitution therefor.

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ARTICLE VIII

MEETINGS OF NOTEHOLDERS

Section 8.01           Purposes of Meetings.  A meeting of Noteholders of any series of Notes may be called at any time and from time to time pursuant to the provisions of this Article VIII for any of the following purposes:

(a)           to give any notice to the Corporation or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any Event of Default (or any event which, after notice or the lapse of time or both would become, an Event of Default) hereunder with respect to such series and its consequences, or to take any other action authorized to be taken by Noteholders of such series pursuant to any of the provisions of Article V;

(b)           to remove the Trustee and nominate a successor trustee of such series pursuant to the provisions of Article VI;

(c)           to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 9.02; or

(d)           to take any other action authorized to be taken by or on behalf of the holders of any specified aggregate principal amount of such series of Notes under any other provision of this Indenture or under applicable law.

Section 8.02           Call of Meetings by Trustee.  The Trustee may at any time call a meeting of Noteholders of any series to take any action specified in Section 8.01, to be held at such time and at such place in New York, New York or __________, _______ as the Trustee shall determine. Notice of every meeting of the Noteholders of any series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be mailed to holders of Notes of such series at their addresses as they shall appear on the Note Register. Such notice shall be mailed not less than 20 nor more than 180 days prior to the date fixed for the meeting.

Section 8.03           Call of Meetings by Corporation or Noteholders.  In case at any time the Corporation, pursuant to a resolution of the Board of Directors, or the holders of at least 25% in aggregate principal amount of the Notes of any series then Outstanding, shall have requested the Trustee to call a meeting of Noteholders of such series, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed the notice of such meeting within 20 days after receipt of such request, then the Corporation or such Noteholders may determine the time and the place in New York, New York or__________, __________ for such meeting and may call such meeting to take any action authorized in Section 8.01, by mailing notice thereof as provided in Section 8.02.

Section 8.04           Qualifications for Voting.  To be entitled to vote at any meeting of Noteholders of any series, a Person shall be (a) a holder of one or more Outstanding Notes of such series or (b) a Person appointed by an instrument in writing as proxy by a holder of one or more Outstanding Notes of such series. The only Persons who shall be entitled to be present or to speak at any meeting of Noteholders of any series shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Corporation and its counsel.

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Section 8.05           Regulations.  Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Noteholders of any series, in regard to proof of the holding of Notes of such series and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit.

The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Corporation or by Noteholders as provided in Section 8.03, in which case the Corporation or the Noteholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting.

Subject to the provisions of Section 8.04, at any meeting each holder of Notes of any series or proxy therefor shall be entitled to one vote for each $[x] principal amount of Notes of such series held or represented by such holder; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note of such series challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Noteholders. Any meeting of Noteholders duly called pursuant to the provisions of Section 8.02 or 8.03 may be adjourned from time to time by a majority in principal amount of those present, and the meeting may be held as so adjourned without further notice.

Section 8.06           Voting.  The vote upon any resolution submitted to any meeting of holders of Notes of any series shall be by written ballots on which shall be subscribed the signatures of such holders or of their representatives by proxy and the serial number or numbers of the Notes of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in triplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Noteholders of any series shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as provided in Section 8.02. The record shall show the serial numbers of the Notes of such series voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Corporation and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

Section 8.07           Quorum; Actions.  The Persons entitled to vote a majority in aggregate principal amount of the Notes of any series then Outstanding shall constitute a quorum for a meeting of Noteholders of such series; provided, however, that if any action is to be taken at such meeting with respect to a consent, waiver, request, demand, notice, authorization, direction or other action which may be given by the holders of not less than a specified percentage in aggregate principal amount of the Notes of such series then Outstanding, the Persons holding or representing such specified percentage in aggregate principal amount of the Notes of such series then Outstanding will constitute a quorum.  In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Noteholders of such series, be dissolved.  In any other case, the meeting may be adjourned for a period of not less than 10 days as determined by the permanent chairman of the meeting prior to the adjournment of such meeting.  In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the permanent chairman of the meeting prior to the adjournment of such adjourned meeting.  Notice of the reconvening of any adjourned meeting shall be given as provided in Section 8.02, except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened.  Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the aggregate principal amount of the Notes of such series then Outstanding which shall constitute a quorum.

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Except as limited by the proviso in the first paragraph of Section 9.02, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the affirmative vote of the holders of a majority in aggregate principal amount of the Notes of that series then Outstanding; provided, however, that, except as limited by the proviso in the first paragraph of Section 9.02, any resolution with respect to any consent, waiver, request, demand, notice, authorization, direction or other action that this Indenture expressly provides may be given by the holders of not less than a specified percentage in principal amount of the Notes of such series then Outstanding may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid only by the affirmative vote of the holders of not less than such specified percentage in aggregate principal amount of the Notes of such series then Outstanding.

Any resolution passed or decision taken at any meeting of Noteholders of any series duly held in accordance with this Section 8.07 shall be binding on all the Noteholders of such series, whether or not present or represented at the meeting.

ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 9.01           Supplemental Indentures Without Consent of Noteholders. The Corporation and the Trustee may from time to time and at any time enter into one or more indentures supplemental hereto without the consent of the Noteholders, for one or more of the following purposes:

(a)           to evidence the succession of another Person to the Corporation, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Corporation pursuant to Article X hereof;

(b)           to add to the covenants of the Corporation such further covenants, restrictions or conditions for the protection of the Noteholders of any series (as shall be specified in such supplemental indenture or indentures) as the Board of Directors and the Trustee shall consider to be for the protection of the Noteholders of such series, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions an Event of Default permitting the enforcement of all or any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture or indentures may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default;

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(c)           to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture, provided that any such action shall not materially adversely affect the interests of the holders of the Notes of the affected series;

(d)           to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to one or more series of Notes;

(e)           to qualify or maintain qualification of this Indenture under the Trust Indenture Act;

(f)            to make any change that does not adversely affect the rights of any Noteholder in any material respect; or

(g)           to establish the form or terms of each series of senior notes.

The Trustee is hereby authorized to join with the Corporation in the execution of any supplemental indenture to effect such amendment, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Any supplemental indenture to this Indenture authorized by the provisions of this Section 9.01 may be executed by the Corporation and the Trustee without the consent of the holders of any of the Notes of the affected series at the time Outstanding, notwithstanding any of the provisions of Section 9.02.

Section 9.02           Supplemental Indentures With Consent of Noteholders.  With the consent (evidenced as provided in Section 7.01) of the holders of a majority in aggregate principal amount of the Notes of each series affected by such supplemental indenture at the time Outstanding, the Corporation, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into any indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Notes of such series; provided, however, that no such supplemental indenture shall, without the consent of the holders of each Note then Outstanding and affected thereby (a) change the Maturity Date of any Note or provide for the redemption of any Note prior to the Maturity Date, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or make the principal thereof or any interest thereon payable in any coin or currency other than U.S. dollars, or impair or affect the right of any Noteholder to institute suit for payment thereof, or (b) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture.

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Upon the request of the Corporation accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any supplemental indenture effecting such amendment, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Corporation in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.

Promptly after the execution by the Corporation and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Corporation, setting forth in general terms the substance of such supplemental indenture, to the Noteholders of the affected series as their names and addresses appear upon the Note Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which shall have been included expressly and solely for the benefit of one or more particular series of Notes, or which modifies the rights of the holders of Notes of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the holders of Notes of any other series.

It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Section 9.03           Compliance with Trust Indenture Act; Effect of Supplemental Indentures.  Any supplemental indenture executed pursuant to the provisions of this Article IX shall comply with the Trust Indenture Act. Upon the execution of any supplemental indenture pursuant to the provisions of this Article IX, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Corporation and the holders of Notes shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 9.04           Notation on Notes.  Notes of any series authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article IX may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Corporation or the Trustee shall so determine, new Notes of such series so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may be prepared and executed by the Corporation, authenticated by the Trustee or the Authenticating Agent and delivered in exchange for the Notes then Outstanding of such series.

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Section 9.05          Evidence of Compliance of Supplemental Indenture to be Furnished to Trustee.  The Trustee, subject to the provisions of Sections 6.01 and 6.02, may receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto complies with the requirements of this Article IX.

ARTICLE X

CONSOLIDATION, MERGER, SALE, CONVEYANCE, TRANSFER AND LEASE

Section 10.01         Corporation May Consolidate, etc., on Certain Terms.  Nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of the Corporation with or into any other Person (whether or not affiliated with the Corporation, as the case may be), or successive consolidations or mergers in which the Corporation or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Corporation, or its successor or successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Corporation, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Corporation is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Corporation) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) if the Corporation is not the surviving Person, upon any such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of, premium, if any, and interest on the Notes according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture and the Notes to be kept or performed by the Corporation shall be expressly assumed by the surviving Person, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Corporation shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Event of Default (or any event which, after notice or the lapse of time or both would become, an Event of Default) shall have occurred and be continuing.

Section 10.02         Successor Person to be Substituted for Corporation.  In case of any such consolidation, merger, sale, conveyance, transfer or lease, and upon the assumption by the successor corporation, by supplemental indenture executed and delivered to the Trustee and satisfactory in form to the Trustee, of the obligation of due and punctual payment of the principal of, premium, if any, and interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Corporation, such successor Person shall succeed to and be substituted for the Corporation, with the same effect as if it had been named herein as a party hereto, and the Corporation thereupon shall be relieved of any further liability or obligation hereunder or upon the Notes. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Corporation, any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Corporation and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor Person instead of the Corporation and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Notes which previously shall have been signed and delivered by any Officer of the Corporation to the Trustee or the Authenticating Agent for authentication, and any Notes which such successor Person thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof.

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Section 10.03         Opinion of Counsel to be Given Trustee.  The Trustee, subject to the provisions of Sections 6.01 and 6.02, may receive an Opinion of Counsel as conclusive evidence that any consolidation, merger, sale, conveyance, transfer or lease, and any assumption, permitted or required by the terms of this Article X complies with the provisions of this Article X.

ARTICLE XI

REDEMPTION OF NOTES

Section 11.01         Applicability of Article.  Notes of any series that are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 2.01 for Notes of any series) in accordance with this Article.

Section 11.02         Election to Redeem; Notice to Trustee.  The election of the Corporation to redeem any Notes shall be evidenced by or pursuant to a Board Resolution.  In case of any redemption at the election of the Corporation of less than all the Notes of any series, the Corporation shall, not less than 35 nor more than 60 days prior to the Redemption Date fixed by the Corporation (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee in writing of such Redemption Date, of the principal amount of Notes of such series to be redeemed and, if applicable, of the tenor of the Notes to be redeemed.  In the case of any redemption of Notes in whole or in part (1) prior to the expiration of any restriction on such redemption provided in the terms of such Notes or elsewhere in this Indenture, or (2) pursuant to an election of the Corporation that is subject to a condition specified in this Indenture or the terms of such Notes, the Corporation shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction or condition.

Section 11.03         Selection by Trustee of Notes to be Redeemed.  If less than all the Notes of any series are to be redeemed (unless all the Notes of such series and of a specified tenor are to be redeemed), the particular Notes to be redeemed shall be selected not more than 35 days prior to the Redemption Date by the Trustee, from the Outstanding Notes of such series not previously called for redemption, on a pro rata basis or by any other method that the Trustee deems fair and appropriate and which complies with any securities exchange or other applicable requirements for redemption of portions (equal to the minimum authorized denomination for Notes of that series or any integral multiple thereof) of the principal amount of Notes of such series of a denomination larger than the minimum authorized denomination for Notes of that series.

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The Trustee shall promptly notify the Corporation in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in the case of any Notes redeemed or to be redeemed only in part, to the portion of the principal amount of such Notes which has been or is to be redeemed.

Section 11.04         Notice of Redemption.  Notice of redemption shall be given by first-class mail (if international mail, by air mail), postage prepaid, mailed not less than 30 nor more than 60 days prior the Redemption Date, to each Holder of Notes to be redeemed, at such Holder’s address appearing in the Note Register.

All notices of redemption shall state:

(1)           the Redemption Date;

(2)           the Redemption Price;

(3)           if less than all the Outstanding Notes of any series and of a specified tenor are to be redeemed, the identification (and, in the case of partial redemption of any Notes, the principal amounts) of the particular Notes to be redeemed;

(4)           that on the Redemption Date the Redemption Price will become due and payable upon each such Note to be redeemed and that interest thereon will cease to accrue on and after said date;

(5)           the place or places where such Notes are to be surrendered for payment of the Redemption Price; and

(6)           that the redemption is for a sinking fund, if such is the case.

Notice of redemption of Notes to be redeemed shall be given by the Corporation or, at the Corporation’s request, by the Trustee in the name and at the expense of the Corporation.

Section 11.05         Deposit of Redemption Price.  On or prior to 10:00 a.m. (Eastern time) on any Redemption Date, the Corporation shall deposit with the Trustee or with a Paying Agent (or, if the Corporation is acting as its own Paying Agent, segregate and hold in trust as provided in Section 3.04) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Notes which are to be redeemed on that date.

Section 11.06         Notes Payable on Redemption Date.  If notice of redemption has been given as provided in section 11.04, the Notes so to be redeemed shall, on the Redemption Date, become due and payable on the date and at the place or places stated in such notice at the Redemption Price therein specified, and from and after such date (unless the Corporation shall default in the payment of the Redemption Price and accrued interest) such Notes shall cease to bear interest.  Upon surrender of any such Note for redemption in accordance with said notice, such Note shall be paid by the Corporation at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 2.01, installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such at the close of business on the relevant Record Dates according to their terms.

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If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed thereof in the Note.

Section 11.07         Notes Redeemed in Part.  Any Note that is to be redeemed only in part shall be surrendered at a Place of Payment thereof (with, if the Corporation or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Corporation and the Trustee duly executed by, the Holder thereof or its attorney duly authorized in writing), and the Corporation shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Note so surrendered.

ARTICLE XII

SATISFACTION AND DISCHARGE OF INDENTURE

Section 12.01         Discharge of Indenture.  When (a) the Corporation shall deliver to the Trustee for cancellation all Notes of a series theretofore authenticated (other than any Notes of such series which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.09) and not theretofore canceled, or (b) all the Notes of a series not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, and the Corporation shall deposit or cause to be deposited with the Trustee, in trust, funds sufficient to pay on the Maturity Date all of the Notes of such series (other than any Notes of such series which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.09) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due or to become due to the Maturity Date, but excluding, however, the amount of any moneys for the payment of principal of or interest on the Notes of such series (i) theretofore repaid to the Corporation in accordance with the provisions of Section 12.04, or (ii) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, in either case the Corporation shall also pay or cause to be paid all other sums payable hereunder by the Corporation, then this Indenture shall cease to be of further effect with respect to such series except for the provisions of Sections 2.02, 2.07, 2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 12.04 hereof, which shall survive until such Notes shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 12.04 shall survive, and the Trustee, on demand of the Corporation accompanied by any Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Corporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Corporation, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Notes.

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Section 12.02         Deposited Moneys and U.S. Government Obligations to be Held in Trust by Trustee.  Subject to the provisions of Section 12.04, all moneys and U.S. Government Obligations deposited with the Trustee pursuant to Sections 12.01 or 12.05 shall be held in trust and applied by it to the payment, either directly or through any paying agent (including the Corporation if acting as its own paying agent), to the holders of the particular Notes for the payment of which such moneys or U.S. Government Obligations have been deposited with the Trustee, of all sums due and to become due thereon for principal, premium, if any, and interest.

The Corporation shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Governmental Obligations deposited pursuant to Section 12.05 or the principal and interest received in respect thereof other than any such tax, fee or other charge for which by law the holders of Outstanding Notes are liable.

Section 12.03         Paying Agent to Repay Moneys Held.  Upon the satisfaction and discharge of this Indenture with respect to any series, all moneys then held by any paying agent of the Notes of such series (other than the Trustee) shall, upon written demand of the Corporation, be repaid to it or paid to the Trustee, and thereupon such paying agent shall be released from all further liability with respect to such moneys.

Section 12.04         Return of Unclaimed Moneys.  Any moneys deposited with or paid to the Trustee or any paying agent for payment of the principal of, premium if any, or interest on Notes of any series and not applied but remaining unclaimed by the holders of Notes of such series for two years after the date upon which the principal of or interest on such Notes, as the case may be, shall have become due and payable, shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) upon Corporation Order be repaid to the Corporation by the Trustee or such paying agent; and the holder of any of the Notes of such series shall thereafter look only to the Corporation for any payment which such holder may be entitled to collect and all liability of the Trustee or such Paying Agent with respect to such moneys shall thereupon cease; provided, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Corporation cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Corporation.

Section 12.05         Defeasance Upon Deposit of Moneys or U.S. Government Obligations.  The Corporation shall be deemed to have been Discharged from its obligations with respect to the Notes of any series on the 91st day after the applicable conditions set forth below have been satisfied:

(a)           the Corporation shall have deposited or caused to be deposited irrevocably with the Trustee or the Defeasance Agent as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the Notes of such series (i) money in an amount, or (ii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and the Defeasance Agent, if any, to pay and discharge each installment of principal of and interest on the Outstanding Notes of such series on the dates such installments of principal and interest are due;

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(b)           if the Notes of such series are then listed on any national securities exchange, the Corporation shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that the exercise of the option under this Section 12.05 would not cause such Notes to be delisted from such exchange;

(c)           no Event of Default (or any event which, after notice or the lapse of time or both would become, an Event of Default) with respect to the Notes of such series shall have occurred and be continuing on the date of such deposit; and

(d)           the Corporation shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that holders of the Notes of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of the exercise of the option under this Section 12.05 and will be subject to United States federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised.

ARTICLE XIII

IMMUNITY OF INCORPORATORS, STOCKHOLDERS,

OFFICERS AND DIRECTORS

Section 13.01         Indenture and Notes Solely Corporate Obligations.  No recourse for the payment of the principal of, premium, if any, or interest on any Note or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Corporation in this Indenture, or in any Note, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, employee, officer or director, as such, past, present or future, of the Corporation or of any successor Person to the Corporation, either directly or through the Corporation or any successor Person to the Corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of the Notes.

ARTICLE XIV

MISCELLANEOUS PROVISIONS

Section 14.01         Successors.  All of the covenants, stipulations, promises and agreements of the Corporation contained in this Indenture shall also bind the Corporation’s successors and assigns whether so expressed or not.

Section 14.02        Official Acts by Successor Corporation.  Any act or proceeding that, by any provision of this Indenture, is authorized or required to be done or performed by any board, committee or officer of the Corporation shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation that shall at the time be the lawful sole successor of the Corporation.

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Section 14.03         Surrender of Corporation Powers. The Corporation by instrument in writing executed by authority of 2/3 (two-thirds) of its Board of Directors and delivered to the Trustee may surrender any of the powers reserved to the Corporation hereunder, and thereupon such power so surrendered shall terminate both as to the Corporation, as the case may be, and as to any successor Person.

Section 14.04         Addresses for Notices, etc.  Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the holders of Notes on the Corporation may be given or served by being deposited postage prepaid by first class mail, registered or certified mail, overnight courier service or conformed telecopy addressed (until another address is filed by the Corporation with the Trustee for the purpose) to Flushing Financial Corporation at 1979 Marcus Avenue, Suite E140, Lake Success, New York, Attention: David W. Fry, Executive Vice President and Chief Financial Officer.  Any notice, direction, request or demand by any Noteholder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at the office of ___________ at ___________, Attention: _______________ (unless another address is provided by the Trustee to the Corporation for such purpose). Any notice or communication to a Noteholder shall be mailed by first class mail to his or her address shown on the Note Register kept by the Registrar for the Notes. Notices required to be given to the Trustee or the Authenticating Agent shall be in writing, personally delivered or mailed first class postage prepaid to each of the foregoing, or at such other address as shall be designated by written notice to the other parties.

Section 14.05         Governing Law.  This Indenture and the Notes shall each be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflict of law principles of said State.

Section 14.06         Evidence of Compliance with Conditions Precedent.  Upon any application or demand by the Corporation to the Trustee to take any action under any of the provisions of this Indenture, the Corporation shall furnish to the Trustee an Officers’ Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with, except that no such Opinion of Counsel shall be required in connection with the authentication and issuance of the initial series of Notes.  Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.05) shall include (a) a statement that the Person making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Section 14.07         Business Days.  Except as provided otherwise in a supplemental indenture, Board Resolution or Officers’ Certificate establishing the terms of a series of Notes pursuant to this Indenture, in any case where the date of payment of principal of or interest on the Notes is not a Business Day, the payment of such principal of or interest on the Notes will not be made on such date but will be made on the next succeeding Business Day, with the same force and effect as if made on the original date of payment, and no interest shall accrue for the period from and after such date.

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Section 14.08         Qualification of Indenture.  The Corporation shall qualify this Indenture under the Trust Indenture Act and shall pay all reasonable costs and expenses (including attorneys’ fees for the Corporation, the Trustee and the holders of the Notes) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Corporation any such Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the Trust Indenture Act.

Section 14.09         Trust Indenture Act to Control.  If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Sections 310 to 318, inclusive, of the Trust Indenture Act, such imposed duties shall control.

Section 14.10         Table of Contents, Headings, etc.  The table of contents and the titles and headings of the articles and sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

Section 14.11         Execution in Counterparts.  This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

Section 14.12         Separability.  In case any one or more of the provisions contained in this Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Indenture or of the Notes, but this Indenture and the Notes shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

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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.

FLUSHING FINANCIAL CORPORATION
By:
Name:
Title:
	,
as Trustee
By:
Name:
Title:

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EXHIBIT A

(FORM OF FACE OF NOTE)

[IF THIS NOTE IS A GLOBAL NOTE INSERT: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”) OR A NOMINEE OF DTC. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE CORPORATION (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

ANY PURCHASER OR HOLDER OF THE NOTES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (I) NO PORTION OF THE ASSETS USED BY IT TO ACQUIRE AND HOLD THE NOTES CONSTITUTES ASSETS OF ANY EMPLOYEE BENEFIT PLAN SUBJECT TO SECTION 406 OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY PLAN, ACCOUNT OR OTHER ARRANGEMENT SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR ANY ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT OR (II) THE PURCHASE AND HOLDING OF THE NOTES WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION UNDER ANY APPLICABLE SIMILAR LAW.

A-1

In all circumstances, each Note shall bear the following legends:

THE NOTES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $[x] AND MULTIPLES OF $[x] IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF NOTES IN A DENOMINATION OF LESS THAN $[x] AND MULTIPLES OF $[x] IN EXCESS THEREOF SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH NOTES FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF PAYMENTS ON SUCH NOTES, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH NOTES.

THE NOTES DO NOT EVIDENCE SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

A-2

FLUSHING FINANCIAL CORPORATION

CUSIP No.:

$ ________

______ SENIOR NOTE DUE _____________

Interest

Flushing Financial Corporation, a Delaware corporation (the “Corporation,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________ or registered assigns, the principal sum of $_______________ (________________ Dollars) on ___________, _____(the “Maturity Date”) and to pay interest on the outstanding principal amount hereof from _______, ____ or from the most recent interest payment date (each such date, an “Interest Payment Date”) to which interest has been paid or duly provided for, semi-annually[/quarterly] in arrears on _________, [__________], [_________] and __________ of each year, commencing ________________, at the rate of _____% per annum, until the principal hereof shall have become due and payable, and on any overdue principal and on any overdue installment of interest (without duplication and to the extent that payment of such interest is enforceable under applicable law) at the same rate per annum compounded semi-annually. The amount of interest payable hereon shall be computed on the basis of____________________________.  If an Interest Payment Date or the Maturity Date falls on a day that is not a Business Day (as defined in the Indenture), the related payment of principal or interest will be paid on the next Business Day, with the same force and effect as if made on such date, and no interest on such payments will accrue from and after such Interest Payment Date or Maturity Date, as the case may be.

Method of Payment

The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment, which shall be at the close of business on the 15th calendar day (whether or not a Business Day) prior to the applicable Interest Payment Date.  Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the holders on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the holders of Notes of this series not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.  Interest payable on the Maturity Date of the Notes of this series will be paid to the registered holder to whom the principal is payable.

A-3

Paying Agent and Register

The principal of and interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Corporation by (i) check mailed to the holder at such address as shall appear in the Note Register or (ii) transfer to an account maintained by the Person entitled thereto, provided that proper written transfer instructions have been received by the relevant record date.

This Note shall not be entitled to any benefit under the Indenture or be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by or on behalf of the Trustee.

The provisions of this Note are continued on the reverse side hereof and such provisions shall for all purposes have the same effect as though fully set forth at this place.

A-4

IN WITNESS WHEREOF, the Corporation has caused this instrument to be duly executed this __________ day of ____________, ______.

FLUSHING FINANCIAL CORPORATION

By:

Name:

Title:

Attest:

By:

Name:

Title:

CERTIFICATE OF AUTHENTICATION

This represents Notes of Flushing Financial Corporation referred to in the within-mentioned Indenture.

	,
not in its individual capacity but solely as
Trustee

	By:
		Authorized Signatory
Dated:

A-5

(FORM OF REVERSE OF NOTE)

This Note is one of the Notes of the Corporation (herein sometimes referred to as the “Notes”), issued or to be issued in one or more series under and pursuant to an Indenture, dated as of ______________ (the “Indenture”), duly executed and delivered between the Corporation and _______________, as Trustee (the “Trustee”), to which Indenture reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Corporation and the holders of the Notes. This Note is one of the series designated on the face hereof.  Up to $170,000,000 in aggregate principal amount of the Notes may be issued as specified in the Indenture.

Events of Default and Remedies

In case an Event of Default (as defined in the Indenture) shall have occurred and be continuing, the principal of all of the Notes of this series shall become due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.

Amendment, Supplement and Waiver

The Indenture contains provisions permitting the Corporation and the Trustee, with the consent of the holders of a majority in aggregate principal amount of the Notes of this series affected at the time Outstanding (as defined in the Indenture), to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the holders of the Notes of this series; provided, however, that no such supplemental indenture shall, without the consent of each holder of Notes then Outstanding and affected thereby, (i) change the Maturity Date of any Note or provide for the redemption of any Note prior to such Maturity Date, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or make the principal thereof or any interest thereon payable in any coin or currency other than U.S. dollars, or impair or affect the right of any holder of Notes to institute suit for payment thereof, or (ii) reduce the aforesaid percentage of Notes the holders of which are required to consent to any such supplemental indenture. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Notes of this series at the time Outstanding and affected thereby, on behalf of all of the holders of the Notes of this series, to waive any past default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture, and its consequences, except a default in the payment of the principal of, premium, if any, or interest on any of the Notes of this series or a default in respect of any covenant or provision under which the Indenture cannot be modified or amended without the consent of each holder of Notes of this series then Outstanding. Any such consent or waiver by the holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Note and of any Note issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Note.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the principal of and interest on this Note at the time and place and at the rate and in the money herein prescribed.

A-6

Limitation on Dividends

The Corporation has agreed that it will not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Corporation’s capital stock, (ii) make any payment of principal of or interest, if any, on or repay, repurchase or redeem any debt securities of the Corporation that rank pari passu with or junior in right of payment to the Notes other than such payments, repayments, repurchases or redemptions of debt securities of the Corporation that rank equal with the Notes that are made on a pro rata basis with payments, repayments or repurchases on the Notes or (iii) make any guarantee payments with respect to any guarantee by the Corporation of the debt securities of any Subsidiary of the Corporation if such guarantee ranks pari passu with or junior in right of payment to the Notes (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock, (b) any declaration of a dividend in connection with the implementation of a stockholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of the Corporation’s capital stock or the exchange or conversion of one class or series of the Corporation’s capital stock for another class or series of the Corporation’s capital stock, (d) the purchase of fractional interests in shares of the Corporation’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (e) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Corporation’s benefit or compensation plans for its directors, officers or employees or any of the Corporation’s dividend reinvestment plans), if at such time there shall have occurred any event, act or condition that (a) is an Event of Default and (b) in respect of which the Corporation shall not have taken reasonable steps to cure.

Denominations; Transfer; Exchange

The Notes of this series are issuable only in registered form without coupons in minimum denominations of $[x] and multiples of $[x] in excess thereof. As provided in the Indenture, this Note is transferable by the holder hereof on the Note Register of the Corporation, upon surrender of this Note for registration of transfer at the office or agency of the Corporation in New York, New York or ___________, __________ accompanied by a written instrument or instruments of transfer in form satisfactory to the Corporation or the Trustee duly executed by the holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Notes of this series of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees.  No service charge will be made for any such registration of transfer, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto.

Prior to due presentment for registration of transfer of this Note, the Corporation, the Trustee, any authenticating agent, any paying agent, any transfer agent and any security registrar may deem and treat the holder hereof as the absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the security registrar for the Notes of this series) for the purpose of receiving payment of or on account of the principal hereof and (subject to the Indenture) interest due hereon and for all other purposes, and none of the Corporation, the Trustee, any authenticating agent, any paying agent, any transfer agent or any security registrar shall be affected by any notice to the contrary.

A-7

No Recourse Against Others

No recourse shall be had for the payment of the principal of, premium, if any, or interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, employee, officer or director, as such, past, present or future, as such, of the Corporation or of any successor Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released.

All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Governing Law

THE INDENTURE AND THIS NOTE SHALL EACH BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES OF SAID STATE.

Abbreviations

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN CON - as tenants in common	TEN ENT - as tenants in the entireties
JT TEN - as joint tenants with right of survival	UNIF GIFT MIN ACT - under Uniform Gift to Minors Act and not as tenants

Additional abbreviations may also be used though not in the above list.

A-8

[TO BE ATTACHED TO GLOBAL NOTES]

SCHEDULE OF INCREASES AND DECREASES IN GLOBAL NOTE

The following increases and decreases in this Global Note have been made:

Date of Decrease or Increase Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian

A-9

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby assigns and transfers this Note to:

(Assignee’s social security or tax identification number)

(Address and zip code of assignee)

and irrevocably appoints

____________________________________ agent

to transfer this Note on the books of the Corporation. The agent may substitute another to act for him or her.

Date:

Signature:

(Sign exactly as your name appears on the other side of this Note Certificate)

Signature Guarantee:

Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-10

EXHIBIT B

FORM OF CERTIFICATE OF OFFICER OF THE CORPORATION

Pursuant to Section 3.05 of the Indenture, dated as of [_______] (as amended or supplemented from time to time, the “Indenture”), between Flushing Financial Corporation, as issuer (the “Corporation”), and _____________, as trustee, the undersigned certifies that he/she is a [principal executive officer, principal financial officer or principal accounting officer] of the Corporation and in the course of the performance by the undersigned of his/her duties as an officer of the Corporation, the undersigned would normally have knowledge of any default by the Corporation in the performance of any covenants contained in the Indenture, and the undersigned hereby further certifies that he/she has no knowledge of any default for the fiscal year ending on __________, 20___ [, except as follows: specify each such default and the nature thereof].

Capitalized terms used herein, and not otherwise defined herein, have the respective meanings assigned thereto in the Indenture.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of ____________, 20____.

Name:

Title:

B-1

EX-4.2

Exhibit 4.2

FLUSHING FINANCIAL CORPORATION

_____________________

INDENTURE

Dated as of ____________

______________________

_______________________,

as Trustee

_______________________

SUBORDINATED NOTES

Table of Contents

		Page
ARTICLE I
DEFINITIONS
Section 1.01	Definitions	1
ARTICLE II
NOTES
Section 2.01	Authentication and Dating; Title and Terms	8
Section 2.02	Forms Generally; Form of Trustee’s Certificate of Authentication	11
Section 2.03	Form of Note	12
Section 2.04	Execution of Notes	12
Section 2.05	Legends	13
Section 2.06	Global Note	13
Section 2.07	Computation of Interest	15
Section 2.08	Transfer and Exchange	16
Section 2.09	Mutilated, Destroyed, Lost or Stolen Notes	17
Section 2.10	Temporary Notes	18
Section 2.11	Cancellation	18
Section 2.12	CUSIP Numbers	19
ARTICLE III
PARTICULAR COVENANTS OF THE CORPORATION
Section 3.01	Payment of Principal and Interest	19
Section 3.02	Offices for Notices and Payments, Etc	19
Section 3.03	Appointments to Fill Vacancies in Trustee’s Office	20
Section 3.04	Provision as to Paying Agent.	20
Section 3.05	Certificate to Trustee	21
Section 3.06	Compliance with Consolidation Provisions	21
Section 3.07	Limitation on Dividends	21
Section 3.08	Payment Upon Resignation or Removal	22
ARTICLE IV
LIST OF NOTEHOLDERS AND REPORTS BY THE CORPORATION AND THE TRUSTEE
Section 4.01	List of Noteholders	22
Section 4.02	Preservation and Disclosure of Lists	22
Section 4.03	Reports by the Corporation	23
Section 4.04	Reports by the Trustee	24

ARTICLE V
REMEDIES OF THE TRUSTEE AND NOTEHOLDERS UPON EVENT OF DEFAULT
Section 5.01	Events of Default	24
Section 5.02	Acceleration of Maturity	25
Section 5.03	Payment of Notes on Default; Suit Therefor	25
Section 5.04	Trustee May File Proofs of Claim	26
Section 5.05	Application of Moneys Collected by Trustee	27
Section 5.06	Proceedings by Noteholders	27
Section 5.07	Proceedings by Trustee	28
Section 5.08	Restoration of Rights and Remedies	28
Section 5.09	Remedies Cumulative and Continuing	28
Section 5.10	Direction of Proceedings and Waiver of Defaults by Majority of Noteholders	29
Section 5.11	Notice of Defaults	29
Section 5.12	Undertaking to Pay Costs	30
Section 5.13	Unconditional Right of Security Holders To Receive Principal, Premium and Interest	30
ARTICLE VI
CONCERNING THE TRUSTEE
Section 6.01	Duties and Responsibilities of Trustee	30
Section 6.02	Reliance on Documents, Opinions, etc	32
Section 6.03	No Responsibility for Recitals, etc	33
Section 6.04	Trustee, Authenticating Agent, Paying Agents, Transfer Agents and Registrar May Own Notes	33
Section 6.05	Moneys to be Held in Trust	33
Section 6.06	Compensation and Expenses of Trustee	33
Section 6.07	Officers’ Certificate as Evidence	34
Section 6.08	Conflicting Interest of Trustee	34
Section 6.09	Eligibility of Trustee	34
Section 6.10	Resignation or Removal of Trustee	35
Section 6.11	Acceptance by Successor Trustee	36
Section 6.12	Succession by Merger, etc	37
Section 6.13	Limitation on Rights of Trustee as a Creditor	38
Section 6.14	Authenticating Agents	38
ARTICLE VII
CONCERNING THE NOTEHOLDERS
Section 7.01	Action by Noteholders	39
Section 7.02	Proof of Execution by Noteholders	39
Section 7.03	Who Are Deemed Absolute Owners	39
Section 7.04	Notes Owned by Corporation Deemed Not Outstanding	40
Section 7.05	Revocation of Consents; Future Holders Bound	40

ARTICLE VIII
MEETINGS OF NOTEHOLDERS
Section 8.01	Purposes of Meetings	40
Section 8.02	Call of Meetings by Trustee	41
Section 8.03	Call of Meetings by Corporation or Noteholders	41
Section 8.04	Qualifications for Voting	41
Section 8.05	Regulations	41
Section 8.06	Voting	42
Section 8.07	Quorum; Actions	42
ARTICLE IX
SUPPLEMENTAL INDENTURES
Section 9.01	Supplemental Indentures Without Consent of Noteholders	43
Section 9.02	Supplemental Indentures With Consent of Noteholders	44
Section 9.03	Compliance with Trust Indenture Act; Effect of Supplemental Indentures	45
Section 9.04	Notation on Notes	45
Section 9.05	Evidence of Compliance of Supplemental Indenture to be Furnished to Trustee	45
ARTICLE X
CONSOLIDATION, MERGER, SALE, CONVEYANCE, TRANSFER AND LEASE
Section 10.01	Corporation May Consolidate, etc., on Certain Terms	46
Section 10.02	Successor Person to be Substituted for Corporation	46
Section 10.03	Opinion of Counsel to be Given Trustee	47
ARTICLE XI
REDEMPTION OF NOTES
Section 11.01	Applicability of Article	47
Section 11.02	Election to Redeem; Notice to Trustee	47
Section 11.03	Selection by Trustee of Notes to be Redeemed	47
Section 11.04	Notice of Redemption	48
Section 11.05	Deposit of Redemption Price	48
Section 11.06	Notes Payable on Redemption Date	48
Section 11.07	Notes Redeemed in Part	49

ARTICLE XII
SATISFACTION AND DISCHARGE OF INDENTURE
Section 12.01	Discharge of Indenture	49
Section 12.02	Deposited Moneys and U.S. Government Obligations to be Held in Trust by Trustee	49
Section 12.03	Paying Agent to Repay Moneys Held	50
Section 12.04	Return of Unclaimed Moneys	50
Section 12.05	Defeasance Upon Deposit of Moneys or U.S. Government Obligations	50
ARTICLE XIII
IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
Section 13.01	Indenture and Notes Solely Corporate Obligations	51
ARTICLE XIV
MISCELLANEOUS PROVISIONS
Section 14.01	Successors	51
Section 14.02	Official Acts by Successor Corporation	51
Section 14.03	Surrender of Corporation Powers	51
Section 14.04	Addresses for Notices, etc	52
Section 14.05	Governing Law	52
Section 14.06	Evidence of Compliance with Conditions Precedent	52
Section 14.07	Business Days	52
Section 14.08	Qualification of Indenture	52
Section 14.09	Trust Indenture Act to Control	53
Section 14.10	Table of Contents, Headings, etc	53
Section 14.11	Execution in Counterparts	53
Section 14.12	Separability	53
ARTICLE XV
SUBORDINATION OF NOTES
Section 15.01	Agreement to Subordinate	53
Section 15.02	Default on Senior Indebtedness	53
Section 15.03	Liquidation; Dissolution; Bankruptcy	54
Section 15.04	Subrogation	55
Section 15.05	Trustee to Effectuate Subordination	56
Section 15.06	Notice by the Corporation	56
Section 15.07	Rights of the Trustee; Holders of Senior Indebtedness	57
Section 15.08	Subordination May Not Be Impaired	57
EXHIBITS
Exhibit A	Form of Note	A-1
Exhibit B	Form of Certificate of Officer of the Corporation	B-1

Cross Reference Table

Showing Reflection of Certain Provisions

Required Pursuant to Section 310 through 318(a)

of Trust Indenture Act of 1939, as Amended, (Including

Cross-References to Provisions of Sections 310 through 318(a)

which, Pursuant to

Section 318(c) of the Trust Indenture Act of 1939,

as Amended, are Part of and Govern Such Provisions

of the Indenture Whether or not Physically Contained Therein*

	TIA	Section
SECTION 310      (a)(1)		6.09
	(a)(2)	6.09
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(a)(5)	6.09
	(b)	6.08,
		6.10(a)
		(b) and (d)
	(c)	Not Applicable
SECTION 311      (a)		6.13
	(b)	6.13
	(c)	Not Applicable
SECTION 312      (a)		4.01
		4.02
	(b)	4.02
	(c)	4.02
SECTION 313      (a)		4.04
		4.04
	(c)	4.04
		5.11
	(d)	4.04
SECTION 314(a)      (1), (2) and (3)		4.03
	(a) (4)	3.05
	(b)	Not Applicable
	(c)(1)	13.06

___________________________

* This Table is not a part of the Indenture.

	(c)(2)	13.06
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	13.06
	(f)	Not Applicable
SECTION 315      (a)		6.01
	(b)	6.01
	(c)	6.01
	(d)	6.01
	(d)(1)	6.01
	(d)(2)	6.01
	(d)(3)	6.01
	(e)	5.12
SECTION 316      (a)(1)(A)		5.10
	(a)(1)(B)	5.10
	(a)(2)	Not Applicable
	(a) last sentence	7.04
	(b)	5.13
SECTION 317      (a)(1)		5.03
	(a)(2)	5.04
	(b)	6.05
SECTION 318      (a)		13.09

THIS INDENTURE, dated as of __________, between Flushing Financial Corporation, a Delaware corporation (hereinafter called the “Corporation”), and ___________, a ___________, as trustee (the “Trustee”).

W I T N E S S E T H :

In consideration of the premises, and the purchase of the Notes (as defined below) by the holders thereof, the Corporation covenants and agrees with the Trustee for the equal and proportionate benefit of the respective holders from time to time of the Notes or of any series thereof, as follows:

ARTICLE I

DEFINITIONS

Section 1.01          Definitions.  The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture shall have the respective meanings specified in this Section 1.01. All other terms used in this Indenture which are defined in the Trust Indenture Act, or which are by reference therein defined in the Securities Act, shall (except as herein otherwise expressly provided or unless the context otherwise requires) have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date of this Indenture as originally executed. All accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting principles, and the term “generally accepted accounting principles” means such accounting principles as are generally accepted at the time of any computation. The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. Headings are used for convenience of reference only and do not affect interpretation. The singular includes the plural and vice versa.

“Affiliate” shall have the meaning given to that term in Rule 405 under the Securities Act or any successor rule thereunder.

 “Allocable Amounts,” when used with respect to any Senior Indebtedness, means all amounts due or to become due on such Senior Indebtedness less, if applicable, any amount which would have been paid to, and retained by, the holders of such Senior Indebtedness (whether as a result of the receipt of payments by the holders of such Senior Indebtedness from the Corporation or any other obligor thereon or from any holders of, or trustee in respect of, other indebtedness that is subordinate and junior in right of payment to such Senior Indebtedness pursuant to any provision of such indebtedness for the payment over of amounts received on account of such indebtedness to the holders of such Senior Indebtedness or otherwise) but for the fact that such Senior Indebtedness is subordinate or junior in right of payment to (or subject to a requirement that amounts received on such Senior Indebtedness be paid over to obligees on) trade accounts payable or accrued liabilities arising in the ordinary course of business.

“Applicable Depositary Procedures” means, with respect to any transfer or transaction involving a Book-Entry Interest or a Note of any series represented by a Global Note, the rules and procedures of the Depositary for such Book-Entry Interest or Note represented by a Global Note, in each case to the extent applicable to such transaction and as in effect from time to time.

“Authenticating Agent” shall mean any agent or agents of the Trustee which at the time shall be appointed and acting pursuant to Section 6.14.

“Bankruptcy Law” shall mean Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.

“Board of Directors” shall mean either the Board of Directors of the Corporation or any duly authorized committee of that board.

“Board Resolution” shall mean a copy of a resolution certified by the Secretary or an Assistant Secretary of the Corporation to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Book-Entry Interest” shall mean a beneficial interest in a Global Note registered in the name of a Clearing Agency or its nominee, ownership and transfers of which shall be maintained and made through book entries by such Clearing Agency.

“Business Day” shall mean, with respect to any series of Notes, any day other than a Saturday, a Sunday, or a day on which banking institutions in The City of New York or _____________, are authorized or required by law, executive order or regulation to close.

“Clearing Agency” means an organization registered as a “Clearing Agency” pursuant to Section 17A of the Exchange Act that is acting as depositary for one or more series of the Notes and in whose name or in the name of a nominee of that organization shall be registered a Global Note and which shall undertake to effect book entry transfers and pledges of beneficial interests in such Global Note.

“Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time the Clearing Agency effects book entry transfers and pledges of securities deposited with the Clearing Agency.

“Commission” shall mean the Securities and Exchange Commission, or any successor agency of the United States government having administrative authority with respect to the federal securities laws.

“Common Stock” shall mean the Common Stock, par value $0.01 per share, of the Corporation or any other class of stock resulting from changes or reclassifications of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value.

“Corporate Trust Office” shall mean the Principal Office of the Trustee.

“Corporation” shall mean the person identified as the “Corporation” in the preamble to this Indenture and, subject to the provisions of Article X, shall also include its successors and assigns.

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 “Corporation Order” shall mean a written request or order signed in the name of the Corporation by an Officer and delivered to the Trustee.

“Custodian” shall mean any receiver, trustee, assignee, liquidator, or similar official under any Bankruptcy Law.

“Defeasance Agent” means another financial institution which is eligible to act as Trustee hereunder and which assumes all of the obligations of the Trustee necessary to enable the Trustee to act hereunder. In the event such a Defeasance Agent is appointed pursuant to Section 12.05 of this Indenture, the following conditions shall apply:

(i)            the Trustee shall have approval rights over the document appointing such Defeasance Agent and the document setting forth such Defeasance Agent’s rights and responsibilities; and

(ii)           the Defeasance Agent shall provide verification to the Trustee acknowledging receipt of sufficient money and/or U.S. Government Obligations to meet the applicable conditions set forth in Section 12.05.

“Default” shall mean any event, act or condition specified in Sections 5.01 or 5.03, continued for the period of time, if any, and after the giving of the notice, if any, therein designated.

“Defaulted Interest” has the meaning set forth in Section 2.07(c).

“Definitive Notes” means those Notes issued in fully registered certificated form.

“Depositary” means, with respect to any series of Notes that the Corporation determines shall be issued as a Global Note, The Depository Trust Company, New York, New York, or another organization registered as a “clearing agency” under the Exchange Act that is designated as Depositary for the Global Note by the Corporation and in whose name or in the name of a nominee of that organization shall be registered a Global Note and which shall undertake to effect book-entry transfers of the Global Note.

“Depositary Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time the Depositary effects book-entry transfers and pledges of securities deposited with or on behalf of the Depositary.

“Discharged” means that the Corporation shall be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, the Notes of any series and to have satisfied all the obligations under this Indenture relating to the Notes of such series (and the Trustee, at the expense of the Corporation, shall execute proper instruments acknowledging the same), except (i) the rights of holders of such Notes to receive, from the trust fund described in Section 12.05(a), payment of the principal of, premium, if any, and the interest on such Notes when such payments are due; (ii) the Corporation’s obligations with respect to such Notes under Sections 2.09, 2.11, 5.02 and 12.04; and (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder.

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“Dollars” means the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

“DTC” shall mean The Depository Trust Company, the initial Clearing Agency.

“Event of Default” shall have the meaning specified in Section 5.01.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, or any successor statute.

“Foreign Currency” means a currency issued by the government of any country other than the United States.

“Global Note” shall mean, with respect to any series of Notes, a Note executed by the Corporation and delivered by the Trustee to the Depository or pursuant to the Depository’s instruction or, if no instructions are received, then held by the Trustee as custodian for the Depository, all in accordance with this Indenture, which Note shall be registered in the name of the Depository or its nominee.

“Indebtedness” shall mean, whether or not recourse is to all or a portion of the assets of the Corporation and whether or not contingent, (i) every obligation of the Corporation for money borrowed; (ii) every obligation of the Corporation evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses; (iii) every reimbursement obligation of the Corporation, contingent or otherwise, with respect to letters of credit, bankers’ acceptances, security purchase facilities or similar facilities issued for the account of the Corporation; (iv) every obligation of the Corporation issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business); (v) every capital lease obligation of the Corporation; (vi) all indebtedness of the Corporation for claims in respect of derivative products, including interest rate, foreign exchange rate and commodity forward contracts, options and swaps and similar arrangements; (vii) every obligation of the type referred to in clauses (i) through (vi) of another Person and all dividends of another Person the payment of which, in either case, the Corporation has guaranteed or is responsible or liable for directly or indirectly, as obligor or otherwise, and (viii) every obligation of the type referred to in clauses (i) through (vi) of another Person and all dividends of another Person the payment of which, in either case, is secured by a lien on any property or assets of the Corporation.

“Indenture” shall mean this instrument as originally executed or, if amended by one or more indentures supplemental hereto as herein provided, as so amended.

“Interest Payment Date” shall mean, with respect to any series of Notes, the Stated Maturity of an installment of interest on the Notes of such series, subject to Section 14.07.

“Interest Period” shall have the meaning set forth in Section 2.07(b).

“Interest Rate” shall have the meaning set forth in Section 2.01.

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“Issue Date” shall have the meaning set forth in Section 2.01.

“Maturity Date” shall mean, with respect to any series of Notes, the date on which the principal of such Note becomes due and payable as therein or herein provided.

“Noteholder,” “holder of Notes,” or other similar terms shall mean any Person in whose name at the time a particular Note of any series is registered in the Note Register kept by the Corporation or the Registrar for that purpose in accordance with the terms of this Indenture.

“Note Register” shall mean the list of registered holders of Notes provided to the Trustee pursuant to Section 4.01.

“Note” or “Notes” means any note or notes, bond or bonds, debenture or debentures, or any other evidences of Indebtedness, as the case may be, authenticated and delivered under this Indenture; provided, however, that, if at any time there is more than one Person acting as Trustee under this Indenture, “Notes”, with respect to any such Person, shall mean Notes authenticated and delivered under this Indenture, exclusive, however, of Notes of any series as to which such Person is not Trustee.

“Officer” shall mean any of the Chief Executive Officer, the President, an Executive Vice President, the Chief Financial Officer, or the General Counsel of the Corporation.

“Officers’ Certificate” shall mean a certificate signed by two Officers that complies with the requirements of Section 314(c) of the TIA and is delivered to the Trustee.

“Opinion of Counsel” shall mean a written opinion of counsel, who may be an employee of the Corporation, and who shall be reasonably acceptable to the Trustee and that, if required by the TIA, complies with the requirements of Section 314(c) of the TIA and is delivered to the Trustee.

“Outstanding” when used with reference to any series of Notes, shall mean, as of any particular time, all Notes authenticated and delivered by the Trustee or the Authenticating Agent under this Indenture, except

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

(b)           Notes, or portions thereof, for the payment of which moneys in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Corporation) or shall have been set aside and segregated in trust by the Corporation (if the Corporation shall act as its own paying agent);

(c)           Notes in lieu of or in substitution for which other Notes shall have been authenticated and delivered pursuant to the terms of Section 2.08 unless proof satisfactory to the Corporation and the Trustee is presented that any such Notes are held by bona fide holders in due course; and

(d)           Notes held by the Corporation or any Affiliate thereof.

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“Paying Agent” shall have the meaning set forth in Section 3.02.

“Person” shall mean any individual, corporation, estate, partnership, joint venture, banking association, association, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Predecessor Note” of any particular Note shall mean every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 2.09 in lieu of a lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated or destroyed, lost or stolen Note.

 “Principal Office of the Trustee,” or other similar term, shall mean the office of the Trustee, at which at any particular time its corporate trust business shall be administered.

“Redemption Date,” when used with respect to any Note to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price,” when used with respect to any Note to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Registrar” shall have the meaning set forth in Section 3.02.

“Regular Record Date” shall mean the 15th calendar day prior to the applicable Interest Payment Date, whether or not such day is a Business Day.

“Responsible Officer” shall mean any officer of the Trustee’s Corporate Capital Markets Division with direct responsibility for the administration of the Indenture and also means, with respect to a particular corporate trust matter, any other officer of the Trustee to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time, and any successor statute.

“Senior Indebtedness” shall mean, with respect to the Notes of a particular series, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Corporation, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this Indenture, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Corporation for the purpose of issuing trust securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Notes, including without limitation the debt securities issued to (1) Flushing Financial Capital Trust II, (2) Flushing Financial Capital Trust III and (3) Flushing Financial Capital Trust IV, (B) any guarantees of the Corporation in respect of the equity securities or other securities of any financing entity referred to in clause (A) above, or (C) any other subordinated debt of the Corporation that by its terms ranks pari passu or junior to the Notes issued hereunder.

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“Stated Maturity” shall mean with respect to any series of Notes or any installment of principal or interest thereon, the date specified in such Note as the fixed date on which the principal of such Note or such installment of principal or interest is due and payable.

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

“Temporary Notes” shall mean temporary notes as such term is used in Section 2.10 herein.

“Trustee” shall mean the Person identified as “Trustee” in the preamble to this Indenture and, subject to the provisions of Article VI hereof, shall also include its successors and assigns, and thereafter “Trustee” shall mean each Person who is then a Trustee hereunder; provided, however, that if at any time there is more than one such Person, “Trustee” shall mean each such Person and as used with respect to the Notes of any series, shall mean the Trustee with respect to the Notes of such series.

“Trust Indenture Act” or “TIA” shall mean the Trust Indenture Act of 1939, as amended from time to time, and any successor statute.

“U.S. Government Obligations” shall mean securities that are (i) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case under clauses (i) or (ii), are not callable or prepayable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction with respect to the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt.

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ARTICLE II

NOTES

Section 2.01           Authentication and Dating; Title and Terms.  The aggregate principal amount of Notes that may be authenticated, delivered and issued under this Indenture is $170,000,000, as from time to time authorized by or pursuant to a Board Resolution.

The Notes may be issued in one or more series. All Notes of each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof with respect to such series without preference, priority or distinction on account of the actual time or times of the authentication and delivery or Maturity Date of the Notes of such series. With respect to any series of Notes to be issued hereunder, there shall be established in or pursuant to a Board Resolution, and set forth in an Officers' Certificate of the Corporation, or established in one or more indentures supplemental hereto, which shall be delivered to the Trustee prior to the issuance of such series of Notes:

(1)           the form of the Notes of the series;

(2)           the title of the Notes of the series (which shall distinguish such Notes of the series from all other Notes);

(3)           any limit upon the aggregate principal amount of the Notes of the series which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of that series pursuant to this Article II);

(4)           the date or dates on which the Notes of such series may be issued (the “Issue Date”);

(5)           the date or dates on which the Notes of such series will mature;

(6)           the date or dates, which may be serial, on which the principal of, and premium, if any, on the Notes of such series shall be payable;

(7)           the rate or rates, or the method of determination thereof, at which the Notes of such series shall bear interest, if any (the “Interest Rate”), the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable, and the method of computation thereof.

(8)           the place or places where the principal of, and premium, if any, and interest, if any, on Notes of the series shall be payable if other than as provided in Section 3.02 hereof;

(9)           if other than denominations of $1,000 and any integral multiple thereof, in Dollars or the Foreign Currency or currency unit in which the Notes of such series are denominated, the denominations in which Notes of such series shall be issuable;

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(10)         if other than the principal amount thereof, the portion of the principal amount of Notes of such series which shall be payable upon declaration of acceleration of the Maturity Date thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;

(11)         whether payment of the principal of, premium, if any, and interest, if any, on the Notes of such series shall be with or without deduction for taxes, assessments or governmental charges, and with or without reimbursement of taxes, assessments or governmental charges paid by Noteholders;

(12)         any Events of Default or Default with respect to the Notes of such series, if not set forth herein;

(13)         in case the Notes of such series do not bear interest, the applicable dates for the purpose of clause (a) of Section 4.01;

(14)         a description of any provisions providing for redemption, exchange or conversion of the Notes of such series at the Corporation’s option, a Noteholder’s option or otherwise, and the terms and provisions of such redemption, exchange or conversion;

(15)         whether the Notes of any series are entitled to the benefit of a sinking fund, and the terms thereof;

(16)         the currency or currencies, or currency unit or currency units, whether in Dollars or a Foreign Currency or currency unit, in which the principal of, and premium, if any, and interest, if any, on the Notes of such series or any other amounts payable with respect thereto, and whether such principal, premium, if any, and interest, if any, payable otherwise than in Dollars may, at the option of the Noteholders of any Note of such series, also be payable in Dollars;

(17)         if other than as set forth in Section 12.01, provisions for the satisfaction and discharge of the indebtedness represented by the Notes of such series;

(18)         whether the Notes of such series are issuable as a Global Note and, in such case, the identity of the Depositary for such series, if other than The Depository Trust Company;

(19)         if the amount of payment of principal of (and premium, if any) or interest on the Notes of such series may be determined with reference to an index, formula or other method based on a coin, currency or currency unit other than that in which the Notes are stated to be payable or otherwise, the manner in which such amounts shall be determined;

(20)         any other terms of such series of Notes (which terms shall not be inconsistent with the provisions of this Indenture); and

(21)         any Trustees, Paying Agents, or Registrars with respect to the Notes of such series, if other than the initial Trustee.

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Any inconsistency between the terms set forth in this Indenture and the provisions of a Board Resolution or an indenture supplemental hereto relating to the items in (1) through (21) above shall be resolved in favor of such Board Resolution or Supplemental Indenture.

All Notes of any one series need not be issued at the same time and, unless otherwise so provided by the Corporation, a series may be reopened for issuances of additional Notes of such series or to establish additional terms of such series of Notes.

If any of the terms of the Notes of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series.

The Trustee shall be entitled to receive and shall be fully protected in relying on, in addition to the Opinion of Counsel to be furnished to the Trustee with the Officers' Certificate or supplemental indenture relating to the issuance of any series of Notes, an Opinion of Counsel stating that:

(i)            all instruments furnished to the Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Trustee to authenticate and deliver such Notes;

(ii)           all laws and requirements with respect to the form and execution by the Corporation of the supplemental indenture, if any, have been complied with and that the execution and delivery of the supplemental indenture, if any, by the Trustee will not violate this Indenture, the Corporation has corporate power to execute and deliver any such supplemental indenture and have taken all necessary corporate action for those purposes and any such supplemental indenture has been executed and delivered and constitutes the legal, valid and binding obligation of the Corporation enforceable in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect);

(iii)          the form and terms of such Notes have been established in conformity with the provisions of this Indenture;

(iv)          all laws and requirements with respect to the execution and delivery by the Corporation of such Notes has been complied with and the authentication and delivery of any such Notes by the Trustee will not violate the terms of the Indenture, the Corporation has the corporate power to issue such Notes and such Notes has been duly authorized and delivered by the Corporation and, assuming due authentication and delivery of such Notes by the Trustee, such Notes constitute legal, valid and binding obligations of the Corporation, enforceable in accordance with its terms (subject, as to enforcement of remedies to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect) and entitled to the benefits of this Indenture, equally and ratably with all other Notes, if any, of such series Outstanding;

(v)           the amount of the Notes Outstanding, including such Notes, does not exceed the amount at the time permitted by law;

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(vi)          no Default or Event of Default with respect to any series of Notes has occurred or is continuing;

(vii)         this Indenture is qualified under the Trust Indenture Act; and

(viii)        the issuance of such Notes will not contravene the Articles of Incorporation or the By-Laws of the Corporation or result in any violation of any of the terms or the provisions of any indenture, mortgage or other agreement known to such counsel by which the Corporation or any of its subsidiaries is bound.

In addition, the Opinion of Counsel and the Officers' Certificate will cover such other matters as the Trustee may reasonably request.

Section 2.02           Forms Generally; Form of Trustee’s Certificate of Authentication.

The Notes of each series and the Trustee’s certificate of authentication on such Notes shall be in substantially the form as shall be established pursuant to this Article II in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Indenture or as may be required to comply with any law or with any rules or regulations made pursuant thereto or with any rules or regulations of any securities exchange or as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes.

The Definitive Notes of each series shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Notes as evidenced by their execution of such Notes.

The Trustee’s certificate of authentication on all Notes shall be in substantially the following form:

This certificate represents Notes of the Corporation referred to in the within-mentioned Indenture.

____________________________,

not in its individual capacity

but solely as Trustee

By: ________________________

Authorized Officer

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Section 2.03           Form of Note.  The Note of each series shall be substantially in the form of Exhibit A hereto, the terms of which are incorporated in and made a part of this Indenture.  The Notes shall be issued, and may be transferred, only in denominations having an aggregate principal amount of not less than $[x] and integral multiples of $[x] in excess thereof.  The Notes shall be in registered form without coupons and shall be numbered, lettered or otherwise distinguished in such manner or in accordance with such plans as the officers executing the same may determine with the approval of the Trustee as evidenced by the execution and authentication thereof.

Section 2.04          Execution of Notes.  The Notes of each series shall be signed in the name and on behalf of the Corporation by the manual or facsimile signature of its President, Chief Executive Officer, Chief Financial Officer, one of its Executive Vice Presidents, or General Counsel under its corporate seal (if legally required) which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise, and which need not be attested.  Only such Notes as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee or the Authenticating Agent by the manual or facsimile signature of an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose.  Such certificate by the Trustee or the Authenticating Agent upon any Note executed by the Corporation shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture.

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

Every Note shall be dated the date of its authentication.

In each case where the Trustee is to authenticate and deliver Notes pursuant to the terms of this Indenture, it shall receive a Corporation Order.

If all the Notes of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officers’ Certificate at the time of issuance of each Note, but such opinion and certificate, with appropriate modifications, shall be delivered at or before the time of issuance of the first Note of such series. After any such first delivery, any separate request by the Corporation that the Trustee authenticate Notes of such series for original issue will be deemed to be a certification by the Corporation that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Notes continue to have been complied with.

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

Section 2.05           Legends.  Each Note shall bear the applicable legends substantially in the form set forth in Exhibit A hereto.

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Section 2.06           Global Note.

(a)           Each Global Note for any series issued under this Indenture shall be registered in the name of the Depositary designated by the Corporation for such Global Note or a nominee of such Depositary and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall represent the aggregate amount of Outstanding Notes from time to time endorsed thereon for all purposes of this Indenture.

(b)           Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Definitive Notes, and no transfer of a Global Note in whole or in part may be registered in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (i) such Depositary notifies the Trustee or the Corporation in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Note, and no qualified successor is appointed by the Corporation within ninety (90) days of receipt of such notice, (ii) the Corporation executes and delivers to the Trustee a Corporation Order stating that the Corporation elects to terminate the book-entry system through the Depositary, (iii) such Depositary ceases to be a Clearing Agency registered under the Exchange Act and no successor is appointed by the Corporation within ninety (90) days after obtaining knowledge of such event or (iv) an Event of Default shall have occurred and be continuing.  Upon a Responsible Officer having actual knowledge of the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global Note of the occurrence of such event and of the availability of Definitive Notes of the same series to such beneficial owners requesting the same.  Upon the issuance of such Definitive Notes and the registration in the Note Register of such Notes in the names of the holders thereof, the Trustee shall recognize such holders as holders of Notes for all purposes of this Indenture and the Notes.

(c)           If any Global Note is to be exchanged for Definitive Notes of the same series or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Registrar for exchange or cancellation as provided in this Article.  If any Global Note is to be exchanged for Definitive Notes of the same series or canceled in part, then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in this Article or (ii) the principal amount of the Global Note or Global Notes, as the case may be, shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such Definitive Notes to be so exchanged for beneficial interests therein, as the case may be, by means of an appropriate adjustment made on the records of the Registrar, whereupon the Trustee, in accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records.  Upon any such surrender or adjustment of a Global Note by the Depositary, accompanied by registration instructions, the Corporation shall execute and the Trustee shall authenticate and deliver Definitive Notes of the same series issuable in exchange for such Global Note (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee may conclusively rely on, and shall be fully protected in relying on, such instructions.

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(d)           Every Note of any series authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof.

(e)           The Depositary or its nominee, as the registered owner of a Global Note, shall be the holder of such Global Note for all purposes under this Indenture and the Notes, and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Depositary Procedures.  Accordingly, any such owner’s beneficial interest in a Global Note shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants.  The Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Note as the sole holder of the Note and shall have no obligation to any beneficial owner of a Global Note. Neither the Trustee nor the Registrar shall have any liability in respect of any transfers effected by the Depositary or its Depositary Participants.

(f)           The rights of owners of beneficial interests in a Global Note shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants.

(g)           No owner of any beneficial interest in any Global Note shall have any rights under this Indenture with respect to such Global Note.  None of the Corporation, the Trustee nor any agent of the Corporation or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Trustee or any agent of the Corporation or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and such beneficial owners, the operation of customary practices governing the exercise of the rights of the Depositary or its nominee as holder of any Note.

(h)           Global Notes shall bear the following legend on the face thereof:

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”) OR A NOMINEE OF DTC.  THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES SPECIFIED IN THE INDENTURE.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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Section 2.07           Computation of Interest.

(a)           The amount of interest payable for any Interest Period (as defined below) in respect of a series of Notes will be computed as provided in the Notes for such series.

(b)           Each Note of any series will bear interest at the Interest Rate (i) in the case of the initial Interest Period, for the period from, and including, the date of original issuance of such Note to, but excluding, the initial Interest Payment Date and (ii) thereafter, for the period from, and including, the first day following the end of the preceding Interest Period to, but excluding, the applicable Interest Payment Date or, in the case of the last Interest Period, the Maturity Date (each such period, an “Interest Period”), on the principal thereof, on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest (including Defaulted Interest), payable on each Interest Payment Date or the Maturity Date, as the case may be. Interest on any Note that is payable, and is punctually paid or duly provided for by the Corporation, on any Interest Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest installment.

(c)           Any interest on any series of Note that is payable, but is not punctually paid or duly provided for by the Corporation, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the holder on the relevant Regular Record Date by virtue of having been such holder, and such Defaulted Interest shall be paid by the Corporation to the Persons in whose names such Notes (or their respective Predecessor Notes) are registered at the close of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner:  the Corporation shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Note and the date of the proposed payment, and at the same time the Corporation shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements reasonably satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this paragraph.  Thereupon the Trustee shall fix a special record date for the payment of such Defaulted Interest, which shall not be more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Corporation of such special record date and, in the name and at the expense of the Corporation, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be mailed, first class postage prepaid, to each Noteholder at his or her address as it appears in the Note Register, not less than 10 days prior to such special record date.  Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Notes (or their respective Predecessor Notes) are registered on such special record date and thereafter the Corporation shall have no further payment obligation in respect of the Defaulted Interest.

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(d)           The Corporation may make payment of any Defaulted Interest on any series of Notes in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Corporation to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

(e)           Subject to the foregoing provisions of this Section 2.07, each Note of a series delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note of such series shall  carry the rights to interest accrued and unpaid, and to accrue, that were carried by such other Note.

Section 2.08           Transfer and Exchange.

(a)           The Corporation shall cause to be kept, at the office or agency maintained for the purpose of registration of transfer and for exchange, as provided in Section 3.02, the Note Register in which, subject to such reasonable regulations as it may prescribe, the Corporation shall provide for the registration and transfer of all Notes of each series as provided in this Article II.  The Note Register shall be in written form or in any other form capable of being converted into written form within a reasonable time.

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

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

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(b)           To permit registrations of transfers and exchanges, the Corporation shall execute and the Trustee, upon receipt of a Corporation Order to do so, shall authenticate and deliver Definitive Notes and Global Notes at the written request of the Registrar for a series of Notes. All Definitive Notes and Global Notes issued upon any registration of transfer or exchange of Definitive Notes or Global Notes shall be the valid obligations of the Corporation, evidencing the same debt, the same series and entitled to the same benefits under this Indenture, as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange.

No service charge shall be made for any exchange or registration of transfer of Notes, but the Corporation or the Trustee may require payment of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in connection therewith other than exchanges pursuant to Section 2.10 or 9.03 not involving any transfer.

Prior to due presentment for the registration of a transfer of any Note, the Trustee, the Corporation and any agent of the Trustee or the Corporation may deem and treat the Person in whose name such Note is registered as the absolute owner and holder of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and none of the Trustee, the Corporation or any agents of the Trustee or the Corporation shall be affected by notice to the contrary.

Section 2.09           Mutilated, Destroyed, Lost or Stolen Notes.

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

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

Every substituted Note issued pursuant to the provisions of this Section 2.09 by virtue of the fact that any such Note is destroyed, lost or stolen shall constitute an additional contractual obligation of the Corporation, whether or not the destroyed, lost or stolen Note shall be found at any time, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.  All Notes shall be held and owned upon the express condition that, to the extent permitted by applicable law, the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other notes without their surrender.

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Section 2.10           Temporary Notes.  Pending the preparation of Definitive Notes of any series, the Corporation may execute and the Trustee shall authenticate and make available for delivery Temporary Notes of such series that are typed, printed or lithographed. Temporary Notes shall be issuable in any authorized denomination, and substantially in the form of the Definitive Notes of the same series but with such omissions, insertions and variations as may be appropriate for Temporary Notes, all as may be determined by the Corporation.  Every such Temporary Note shall be executed by the Corporation and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the Definitive Notes of the same series.  Without unreasonable delay, the Corporation will execute and deliver to the Trustee or the Authenticating Agent Definitive Notes and thereupon any or all Temporary Notes may be surrendered in exchange therefor, at the Principal Office of the Trustee or at any office or agency maintained by the Corporation for such purpose as provided in Section 3.02, and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in exchange for such Temporary Notes a like aggregate principal amount of such Definitive Notes of the same series.  Such exchange shall be made by the Corporation at its own expense and without any charge therefor except that in case of any such exchange involving a registration of transfer the Corporation may require payment of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto. Until so exchanged, the Temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes of the same series authenticated and delivered hereunder.

Section 2.11           Cancellation. All Notes surrendered for the purpose of payment, exchange or registration of transfer, shall, if surrendered to the Corporation or any Paying Agent, be surrendered to the Trustee and promptly canceled by it, or, if surrendered to the Trustee or any Authenticating Agent, shall be promptly canceled by it, and no Notes shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. All Notes canceled by any Authenticating Agent shall be delivered to the Trustee. The Trustee shall destroy all canceled Notes unless the Corporation otherwise directs the Trustee in writing, in which case the Trustee shall dispose of such Notes as directed by the Corporation. If the Corporation shall acquire any of the Notes, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Notes unless and until the same are surrendered to the Trustee for cancellation.

Section 2.12           CUSIP Numbers. The Corporation in issuing the Notes of any series may use a “CUSIP” number (if then generally in use). The Corporation will promptly notify the Trustee in writing of any change in the CUSIP number.

ARTICLE III

PARTICULAR COVENANTS OF THE CORPORATION

Section 3.01          Payment of Principal and Interest.  The Corporation covenants and agrees for the benefit of the holders of the Notes of any series that it will duly and punctually pay or cause to be paid the principal of and interest on the Notes of such series at the place, at the respective times and in the manner provided herein.  Payment of the principal of and premium, if any, and interest on the Notes of any series due on the Maturity Date will be made by the Corporation in immediately available funds against presentation and surrender of the Notes of such series.  At the option of the Corporation, each installment of interest on the Notes of such series due on an Interest Payment Date other than the Maturity Date may be paid (i) by mailing checks for such interest payable to the order of the holders of Notes of such series entitled thereto as they appear on the Note Register or (ii) by wire transfer of immediately available funds to any account with a banking institution located in the United States designated by such holder no later than the related Regular Record Date.

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Section 3.02           Offices for Notices and Payments, Etc.  So long as any of the Notes of any series remain Outstanding, the Corporation will maintain in New York, New York or _________, ________ (a) an office or agency where the Notes of such series may be presented for payment (the “Paying Agent”), (b) an office or agency where the Notes of such series may be presented for registration of transfer (the “Registrar”) and (c) an office or agency where notices and demands to or upon the Corporation in respect of the Notes of such series or this Indenture may be served. The Registrar shall keep a register of the Notes of each series and of their transfer. The Corporation will appoint the Registrar and the Paying Agent and may appoint one or more co-registrars or one or more additional Paying Agents in such other locations as it shall determine. The term “Registrar” includes any additional registrar, the term “Paying Agent” includes any additional Paying Agent. The Corporation may change any Paying Agent, Registrar or co-registrar without prior notice to any Noteholder. Any Agent shall be permitted to resign upon 30 days’ written notice to the Corporation.  The Corporation shall notify the Trustee of the name and address of any Agent not a party to this Indenture.  If the Corporation fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such at the Principal Office of the Trustee. The Corporation or any of its Affiliates may act as Paying Agent or Registrar.  The Corporation will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. In case the Corporation shall fail to maintain any such office or agency in New York, New York or __________, ___________ or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Principal Office of the Trustee.

In addition to any such office or agency, the Corporation may from time to time designate one or more offices or agencies outside New York, New York and ___________, __________ where the Notes of any series may be presented for payment or for registration of transfer and where notices and demands to or upon the Corporation in respect of such Notes or this Indenture may be served in the manner provided in this Indenture, and the Corporation may from time to time rescind such designation, as the Corporation may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Corporation of its obligation to maintain any such office or agency in New York, New York or ___________, ___________ for the purposes above mentioned. The Corporation will give to the Trustee prompt written notice of any such designation or rescission thereof.

The Corporation initially appoints the Trustee as Paying Agent and Registrar for the Notes.

Section 3.03           Appointments to Fill Vacancies in Trustee’s Office.  The Corporation, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 6.10, a Trustee, so that there shall at all times be a Trustee hereunder.

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Section 3.04           Provision as to Paying Agent.

(a)           Whenever the Corporation shall have one or more Paying Agents, it will, on or prior to 11:00 a.m. New York, New York time on each due date of the principal of or interest on, the Notes of any series, deposit with a Paying Agent a sum sufficient to pay the principal or interest so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal or interest, and unless such Paying Agent is the Trustee, the Paying Agent will promptly notify the Trustee of the Corporation’s action or failure so to act.

(b)           If the Corporation shall appoint a Paying Agent other than the Trustee with respect to the Notes of any series, it will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 3.04,

(i)            that it will hold all sums held by it as such agent for the payment of the principal of, premium, if any, or interest on the Notes of such series (whether such sums have been paid to it by the Corporation or by any other obligor on such Notes) in trust for the benefit of the holders of such Notes; and

(ii)           that it will give the Trustee notice of any failure by the Corporation (or by any other obligor on the Notes of such series) to make any payment of the principal of, premium, if any, or interest on such Notes when the same shall be due and payable.

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

(d)           Anything in this Section 3.04 to the contrary notwithstanding, the Corporation may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Notes of any series hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums payable with respect to such Notes, such sums to be held by the Trustee upon the trusts herein contained.

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

Section 3.05          Certificate to Trustee.  The Corporation will deliver to the Trustee on or before 120 days after the end of each fiscal year of the Corporation, commencing with the first fiscal year ending after the date hereof, so long as Notes of any series are Outstanding hereunder, an Officers’ Certificate in the form attached hereto as Exhibit B, one of the signers of which shall be the principal executive, principal financial or principal accounting officer of the Corporation, stating that in the course of the performance by the signers of their duties as officers of the Corporation, they would normally have knowledge of any Default or Event of Default (or any event which after notice or the lapse of time or both, would be, a Default or an Event of Default) with respect to such series by the Corporation in the performance of any covenants contained herein, stating whether or not they have knowledge of any such Default or Event of Default (or event which after notice or the lapse of time or both, would be, a Default or an Event of Default) and, if so, specifying each such Default or Event of Default or event of which the signers have knowledge, the nature thereof and the action, if any, the Corporation intends to undertake as a result of such Default or Event of Default or event.

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The Corporation will promptly notify the Trustee in writing, upon obtaining knowledge of any default under this Indenture and shall comply with the provisions of Section 314(a)(4) of the Trust Indenture Act.

Section 3.06          Compliance with Consolidation Provisions.  The Corporation will not, while any of the Notes remain Outstanding, consolidate with, or merge into, or merge into itself, or sell or convey all or substantially all of its property to any other Person unless the provisions of Article X hereof are complied with.

Section 3.07          Limitation on Dividends.  The Corporation will not (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Corporation’s capital stock, (b) make any payment of principal of, or interest on, or repay, repurchase or redeem any debt securities of the Corporation that rank pari passu with or junior in right of payment to the Notes other than such payments, repayments, repurchases or redemptions of debt securities of the Corporation that rank equal with the Notes that are made on a pro rata basis with payments, repayments or repurchases on the Notes or (c) make any guarantee payments with respect to any guarantee by the Corporation of the debt securities of any Subsidiary of the Corporation if such guarantee ranks pari passu with or junior in right of payment to the Notes (other than (i) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock, (ii) any declaration of a dividend in connection with the implementation of a stockholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) as a result of a reclassification of the Corporation’s capital stock or the exchange or conversion of one class or series of the Corporation’s capital stock for another class or series of the Corporation’s capital stock, (iv) the purchase of fractional interests in shares of the Corporation’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (v) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Corporation’s benefit or compensation plans for its directors, officers or employees or any of the Corporation’s dividend reinvestment plans), if at such time there shall have occurred any event, act or condition that (a) is a Default or an Event of Default (or any event which, after notice or the lapse of time or both would become, a Default or an Event of Default) and (b) in respect of which the Corporation shall not have taken reasonable steps to cure.

Section 3.08           Payment Upon Resignation or Removal.  Upon termination of this Indenture or the removal or resignation of the Trustee, the Corporation shall pay to the Trustee all amounts accrued and owing to the Trustee to the date of such termination, removal or resignation.

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ARTICLE IV

LIST OF NOTEHOLDERS AND REPORTS BY THE

CORPORATION AND THE TRUSTEE

Section 4.01          List of Noteholders.  The Corporation covenants and agrees that it will furnish or cause to be furnished to the Trustee, in accordance with Section 312(a) of the Trust Indenture Act, (a) semiannually and not more than 10 days after the Regular Record Date for each series, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Noteholders of Notes of such series as of such date, and on dates to be determined pursuant to Section 2.01 for non-interest bearing Notes of such series in each year, and (b) at such other times as the Trustee may request in writing, within 30 days after receipt by the Corporation of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished, except that, so long as the Trustee is Registrar, no such list need be furnished.

Section 4.02           Preservation and Disclosure of Lists.

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

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

(i)            afford such applicants access to the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section 4.02; or

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

If the Trustee shall elect not to afford such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to each Noteholder whose name and address appear in the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section 4.02 a copy of the form of proxy or other communication which is specified in such request with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing.

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

(d)           The Trustee shall comply with the obligations imposed upon it pursuant to Section 312 of the Trust Indenture Act, subject to the exculpation from liability contained in Section 312(c) of such Act.

Section 4.03           Reports by the Corporation.

(a)           The Corporation covenants and agrees to provide to the Trustee, by hard copy or electronic transmission, within 15 days after the date on which the Corporation is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Corporation may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act. In the event that the Corporation is not required or permitted to file such reports, documents and information with the Commission pursuant to the Exchange Act, the Corporation will nevertheless deliver a copy of such Exchange Act information to the Trustee and the holders of the Notes as if the Corporation were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein.  The Corporation also covenants and agrees to comply with the provisions of Section 314(a) of the Trust Indenture Act.

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

(c)           To the extent applicable, the Corporation covenants and agrees to transmit by mail to all holders of Notes, as the names and addresses of such holders appear upon the Note Register, within 30 days after the filing or submission thereof with the Trustee, such summaries of any information, documents and reports provided by the Corporation pursuant to subsections (a) and (b) of this Section 4.03.

(d)           Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Corporation’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

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(e)           For purposes of this Section 4.03, the Corporation will be deemed to have furnished or delivered reports to the Trustee and the Noteholders if (i) such reports are filed with the Commission via the EDGAR filing system, (ii) such reports are currently available, and (iii) the Corporation electronically delivers to the Trustee a link to the EDGAR filing each time the Corporation files such a report.

(f)           The Corporation shall comply with the provisions of Section 314(a)(1)(2) and (3) of the Trust Indenture Act.

Section 4.04           Reports by the Trustee.

(a)           To the extent applicable, the Trustee shall transmit to Noteholders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after the date hereof, and no later than the anniversary date hereof in each succeeding year, deliver to Noteholders a brief report, dated as of each such date which complies with the provisions of such Section 313(a).

(b)           To the extent applicable, a copy of each such report shall, at the time of such transmission to Noteholders, be filed by the Trustee with each stock exchange, if any, upon which the Notes are listed, with the Commission and with the Corporation. The Corporation will promptly notify the Trustee when the Notes are listed on any stock exchange.

(c)           Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in the manner and the extent provided in Section 313(c) of the Trust Indenture Act.

ARTICLE V

REMEDIES OF THE TRUSTEE AND

NOTEHOLDERS UPON EVENT OF DEFAULT

Section 5.01           Events of Default.  “Event of Default,” wherever used herein with respect to the Notes of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), unless such event is specifically deleted or modified in or pursuant to the supplemental indenture, Board Resolution or Officers’ Certificate establishing the terms of such series of Notes pursuant to this Indenture:

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

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

Section 5.02           Acceleration of Maturity.  If an Event of Default occurs and is continuing, then in every such case the principal amount of all of the Notes shall become and be immediately due and payable without any declaration or other action on the part of the Trustee or any holder.

Section 5.03           Payment of Notes on Default; Suit Therefor.  The Corporation covenants that (i) in case default shall be made in the payment of any installment of interest, on any of the Notes of a series as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, or (ii) in case default shall be made in the payment of the principal of the Notes of a series as and when the same shall have become due and payable, whether at maturity of the Notes of such series or by acceleration or otherwise, then, upon demand of the Trustee, the Corporation will pay to the Trustee, for the benefit of the holders of such series of Notes, the whole amount that then shall have become due and payable on all such Notes for principal or interest or both, as the case may be, with interest upon the overdue principal and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest at the rate borne by such Notes; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee, its agents, attorneys and counsel, and any other amount due to the Trustee pursuant to Section 6.06.

In case the Corporation shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Corporation or any other obligor on such series of Notes and collect in the manner provided by law out of the property of the Corporation or any other obligor on such series of Notes, wherever situated, the moneys adjudged or decreed to be payable.

One or more of the following defaults shall constitute a Default hereunder with respect to a series of Notes (whatever the reason for such Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a)           default in the payment of any interest on such series of Notes when due, and continuance of such default for a period of 30 days; or

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(b)           default in the payment of any principal of such series of Notes when due, whether at maturity, by acceleration of maturity or otherwise.

Section 5.04           Trustee May File Proofs of Claim.  In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Corporation or any other obligor on the Notes under Title 11, United States Code, or any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Corporation or such other obligor, or in the case of any other similar judicial proceedings relative to the Corporation or other obligor upon the Notes, or to the creditors or property of the Corporation or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.04, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for amounts due to the Trustee pursuant to Section 6.06) and of the Noteholders allowed in such judicial proceedings relative to the Corporation or any other obligor on the Notes, or to the creditors or property of the Corporation or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Notes in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the Noteholders to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Noteholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to, and expenses of, the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other amounts due to the Trustee pursuant to Section 6.06.

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

All rights of action and of asserting claims under this Indenture, or under any series of the Notes, may be enforced by the Trustee without the possession of any of the Notes of such series, or the production thereof on 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 trustee of an express trust, and any recovery of judgment shall, subject to the terms of this Indenture, be for the ratable benefit of the holders of such series of Notes.

In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the holders of the Notes, and it shall not be necessary to make any holders of the Notes parties to any such proceedings.

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Section 5.05           Application of Moneys Collected by Trustee.  Any moneys collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee for the distribution of such moneys, upon presentation of the Notes of a series in respect of which moneys have been collected, and stamping thereon the payment, if only partially paid, and upon surrender thereof if fully paid:

First:  To the payment of costs and expenses of collection applicable to the Notes of such series and all other amounts due to the Trustee under Section 6.06;

Second:  To the payment of all Senior Indebtedness of the Corporation if and to the extent required by Article XV;

Third:  To the payment of the amounts then due and unpaid upon Notes of such series for principal of, premium, if any, and interest on such Notes, in respect of which or for the benefit of which money has been collected, ratably, without preference of priority of any kind, according to the amounts due on such Notes for principal, premium and interest, respectively; and

Fourth:  To the Corporation.

Section 5.06           Proceedings by Noteholders.  No holder of any Note of a series shall have any right by virtue of or by availing itself of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (a) such holder previously shall have given to the Trustee written notice of a Default or Event of Default with respect to such series of Notes and of the continuance thereof with respect to such series of Notes specifying such Default or Event of Default, as hereinbefore provided, (b) the holders of not less than 25% in aggregate principal amount of such series of Notes then Outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder, (c) such holder or holders shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding, and (e), no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of such series of Notes; it being understood and intended, and being expressly covenanted by the taker and holder of every Note of such series with every other taker and holder and the Trustee, that no one or more holders of Notes of such series shall have any right in any manner whatever by virtue of or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of any other holder of Notes of such series, or to obtain or seek to obtain priority over or preference to any other such holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all holders of such series of Notes.

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Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Note to receive payment of the principal of, premium, if any, and interest on such Note, on or after the same shall have become due and payable, or to institute suit for the enforcement of any such payment, shall not be impaired or affected without the consent of such holder, and by accepting a Note hereunder it is expressly understood, intended and covenanted by the taker and holder of every Note with every other such taker and holder and the Trustee, that no one or more holders of Notes shall have any right in any manner whatsoever by virtue or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other Notes, or to obtain or seek to obtain priority over or preference to any other such holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all holders of Notes. For the protection and enforcement of the provisions of this Section, each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Section 5.07           Proceedings by Trustee.

(a)           In case an Event of Default or Default occurs with respect to any series of Notes and is continuing, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.

(b)           All rights of action and claims under this Indenture or any series of Notes may be prosecuted and enforced by the Trustee without the possession of any of  the Notes of such series or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and all other amounts then due under Section 6.06, be for the ratable benefit of the holders of such series of Notes in respect of which such judgment has been recovered.

Section 5.08           Restoration of Rights and Remedies.  If the Trustee or any Noteholder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Noteholder, then and in every such case the Corporation, the Trustee and the Noteholders shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Noteholders shall continue as though no such proceeding had been instituted.

Section 5.09           Remedies Cumulative and Continuing.  All powers and remedies given by this Article V to the Trustee or to the Noteholders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any other powers and remedies available to the Trustee or the holders of the Notes, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture or otherwise established with respect to the Notes, and no delay or omission of the Trustee or of any holder of any of the Notes to exercise any right or power accruing upon any Event of Default or Default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such default or an acquiescence therein; and, subject to the provisions of Section 5.06, every power and remedy given by this Article V or by law to the Trustee or to the Noteholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Noteholders.

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Section 5.10           Direction of Proceedings and Waiver of Defaults by Majority of Noteholders.  The holders of a majority in aggregate principal amount of a series of Notes at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to such series; provided, however, that (subject to the provisions of Section 6.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by one of its Responsible Officers shall determine that the action or proceedings so directed would involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of a series of Notes at the time Outstanding may on behalf of the holders of all of the Notes of such series waive any existing Default or Event of Default with respect to such series and its consequences except a default (a) in the payment of principal of or interest on any of the Notes of such series (unless such default has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Trustee) or (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Note of such series affected. Upon any such waiver, the Default or Event of Default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Corporation, the Trustee and the holders of the Notes of such series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or Event of Default  with respect to such series or impair any right consequent thereon. Whenever any Default or Event of Default hereunder with respect to a series of Notes shall have been waived as permitted by this Section 5.10, said Default or Event of Default shall for all purposes of the series of Notes and this Indenture be deemed to have been cured and to be not continuing.

Section 5.11           Notice of Defaults.

(a)           The Trustee shall, within 90 days after the occurrence of a Default with respect to a series of Notes actually known to a Responsible Officer of the Trustee, mail to all Noteholders of such series, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act and as the names and addresses of such holders appear upon the Note Register for such series, notice of all such Defaults, unless such Default(s) shall have been cured before the giving of such notice (the term “Default” for the purpose of this Section 5.11 means any event which is, or after notice or the lapse of time or both would become, an Event of Default or a Default with respect to the Notes of such series); provided, however, that, except in the case of Default in the payment of the principal of, premium, if any, or interest on any of the Notes of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee, or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the Noteholders of such series.

(b)           Within ten Business Days after the occurrence of any Event of Default with respect to a series of Notes actually known to a Responsible Officer of the Trustee, the Trustee shall mail to all Noteholders of such series, as the names and addresses of such holders appear upon the Note Register for such series, notice of such Event of Default or Default, unless such Event of Default or Default shall have been cured or waived before the giving of such notice.

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Section 5.12           Undertaking to Pay Costs.  All parties to this Indenture agree, and each holder of any Note by its acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.12 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Noteholder, or group of Noteholders of a series of Notes, holding in the aggregate more than 10% in aggregate principal amount of the Notes of such series Outstanding, or to any suit instituted by any Noteholder for the enforcement of the payment of the principal of,  premium, if any, or interest on any Note against the Corporation on or after the same shall have become due and payable.

Section 5.13           Unconditional Right of Security Holders To Receive Principal, Premium and Interest.  Notwithstanding any other provision in this Indenture, the Holder of any Note shall have the right which is absolute and unconditional to receive payment of the principal of and premium, if any, and (subject to Section 2.07) interest on such Note on the Maturity Date expressed in such Note at the respective place, at the respective time, at the respective rate, in the respective amount and in the coin, currency, or currency unit therein and herein prescribed, and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Noteholder.

ARTICLE VI

CONCERNING THE TRUSTEE

Section 6.01           Duties and Responsibilities of Trustee.  The Trustee shall comply with, and be subject to, the provisions of Section 315 of the Trust Indenture Act. The duties and responsibilities of the Trustee shall be as provided in the Trust Indenture Act and as herein set forth. In case an Event of Default or Default (of which, except for a default in the payment of any principal or interest on the Notes under clauses (a) and (b) of Section 5.03, a Responsible Officer of the Trustee has actual knowledge) has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

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

(a)           prior to the occurrence of an Event of Default or Default (of which, except for a default in the payment of any principal or interest on the Notes under clauses (a) and (b) of Section 5.03, a Responsible Officer of the Trustee has actual knowledge) and after the curing or waiving of all such Events of Default or Default which may have occurred,

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

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

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

(c)           the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Noteholders pursuant to Section 5.10, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.

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

In no event shall the Trustee be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

In no event shall the Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Indenture.

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Section 6.02           Reliance on Documents, Opinions, etc.  Except as otherwise provided in Section 6.01:

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

(b)           any request, direction, order or demand of the Corporation mentioned herein may be sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Corporation;

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

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

(e)           the Trustee shall not be liable for any action taken or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default or Default (of which, except for a default in the payment of any principal or interest on the Notes under clauses (a) and (b) of Section 5.03, a Responsible Officer of the Trustee has actual knowledge) that has not been cured or waived, to exercise such of the rights and powers vested in it by this Indenture, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs;

(f)           the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, coupon or other paper or document, unless requested in writing to do so by the holders of a majority in aggregate principal amount of a series of Outstanding Notes; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expense or liability as a condition to so proceeding;

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

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(h)           the Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes of any series unless (i) such Default is a default in the payment of any principal or interest on the Notes of such series under clauses (a) and (b) of Section 5.03, (ii) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (iii) written notice of such Default or Event of Default shall have been given to the Trustee by the Corporation or any other obligor on the Notes of such series or by any holder of the Notes of such series; and

(i)           the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith, without negligence or willful misconduct and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.

Section 6.03           No Responsibility for Recitals, etc.  The recitals contained herein and in the Notes (except in the certificate of authentication of the Trustee or the Authenticating Agent) shall be taken as the statements of the Corporation, and the Trustee and the Authenticating Agent assume no responsibility for the correctness of the same. The Trustee and the Authenticating Agent make no representations as to the validity or sufficiency of this Indenture or of the Notes. The Trustee and the Authenticating Agent shall not be accountable for the use or application by the Corporation of any Notes or the proceeds of any Notes authenticated and delivered by the Trustee or the Authenticating Agent in conformity with the provisions of this Indenture.

Section 6.04           Trustee, Authenticating Agent, Paying Agents, Transfer Agents and Registrar May Own Notes. The Trustee or any Authenticating Agent or any Paying

Agent or any transfer agent or any Registrar for the Notes, in its individual or any other capacity, may become the owner or pledgee of Notes with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, transfer agent or Registrar for the Notes.

Section 6.05           Moneys to be Held in Trust.  Subject to the provisions of Section 12.04, all moneys received by the Trustee or any Paying Agent shall, until used or applied as herein provided, be held in trust for the purpose for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee and any Paying Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Corporation. So long as no Event of Default shall have occurred and be continuing, all interest allowed on any such moneys shall be paid from time to time upon the written order of the Corporation, signed by an Officer thereof.

Section 6.06           Compensation and Expenses of Trustee.  The Corporation, as issuer of Notes under this Indenture, covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed to in writing between the Corporation and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and the Corporation will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), except to the extent any such expense, disbursement or advance arises from its negligence, bad faith or willful misconduct.

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The Corporation covenants to indemnify each of the Trustee (including in its individual capacity) and any predecessor Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any and all loss, damage, claim, action, suit, liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, bad faith or willful misconduct on the part of the Trustee and arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim of liability. The obligations of the Corporation under this Section 6.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Notes.

When the Trustee incurs expenses or renders services in connection with a Default or an Event of Default, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for its services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law.

The provisions of this Section 6.06 shall survive the resignation or removal of the Trustee and the defeasance or other termination of this Indenture.

Section 6.07           Officers’ Certificate as Evidence.  Except as otherwise provided in Sections 6.01 and 6.02, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may, in the absence of negligence, bad faith or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate delivered to the Trustee, and such Officers’ Certificate, in the absence of negligence, bad faith or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture in reliance thereon.

Section 6.08           Conflicting Interest of Trustee.  If the Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the Corporation shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.

Section 6.09           Eligibility of Trustee.  The Indenture shall at all times have a Trustee that satisfies the requirements of Section 310 of the Trust Indenture Act in all respects. The Trustee hereunder shall at all times be a Person organized and doing business under the laws of the United States of America or any state or territory thereof or of the District of Columbia, or a corporation or other Person permitted to act as trustee by the Commission authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000) and subject to supervision or examination by federal, state, territorial, or District of Columbia authority. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 6.09, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

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The Corporation may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Corporation, serve as Trustee.

In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 6.09, the Trustee shall resign immediately in the manner and with the effect specified in Section 6.10.

Section 6.10           Resignation or Removal of Trustee.

(a)           The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more series of Notes by giving written notice of such resignation to the Corporation and by mailing notice thereof to the holders of the Notes of such series at their addresses as they shall appear on the Note Register for such series. Upon receiving such notice of resignation, the Corporation shall promptly appoint a successor trustee or trustees, which trustee shall be eligible in accordance with the provisions of Section 6.09, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 60 days after the mailing of such notice of resignation to the affected Noteholders, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Noteholder who has been a bona fide holder of a Note for at least six months may, subject to the provisions of Section 5.10, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

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

(i)            the Trustee shall fail to comply with the provisions of Section 6.08 after written request therefor by the Corporation or by any Noteholder of any series who has been a bona fide holder of a Note or Notes of such series for at least six months; or

(ii)           the Trustee shall cease to be eligible in accordance with the provisions of Section 6.09 and shall fail to resign after written request therefor by the Corporation or by any Noteholder of any series; or

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

then, in any such case, the Corporation may remove the Trustee and appoint a successor trustee, which trustee shall be eligible in accordance with the provisions of Section 6.09, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 5.10, any Noteholder of such series who has been a bona fide holder of a Note of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.

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(c)           The holders of a majority in aggregate principal amount of the Notes of any series at the time Outstanding may at any time remove the Trustee for such series and nominate a successor trustee, which shall be deemed appointed as successor trustee unless within 10 days after written notification of such nomination the Corporation objects thereto, or if no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after such removal, in which case the Trustee so removed or any Noteholder of such series, upon the terms and conditions and otherwise as in subsection (a) of this Section 6.10, may petition any court of competent jurisdiction for an appointment of a successor trustee with respect to such series of Notes.

(d)           Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 6.11.

Section 6.11          Acceptance by Successor Trustee.  Any successor trustee appointed as provided in Section 6.10 shall execute, acknowledge and deliver to the Corporation and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the retiring trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Corporation or of the successor trustee, the trustee ceasing to act shall, upon payment of all amounts then due it pursuant to the provisions of Section 6.06, execute and deliver an instrument 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 trustee all property and money held by such retiring trustee thereunder. Upon request of any such successor trustee, the Corporation shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.06.

No successor trustee shall accept appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.08 and eligible under the provisions of Section 6.09.

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Upon the appointment hereunder of any successor Trustee with respect to the Notes of one or more (but not all) series, the Corporation, the retiring Trustee and such successor Trustee shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (a) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, such successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Notes of that or those series to which the appointment of such successor Trustee relates, (b) if the retiring Trustee is not retiring with respect to all Notes, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Notes of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (c) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee and that no Trustee shall be responsible for any notice given to, or received by, or any act or failure to act on the part of any other Trustee hereunder, and, upon the execution and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein, such retiring Trustee shall have no further responsibility for the exercise of rights and powers or for the performance of the duties and obligations vested in the Trustee under this Indenture with respect to the Notes of that or those series to which the appointment of such successor Trustee relates other than as hereinafter expressly set forth, and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Notes of that or those series to which the appointment of such successor Trustee relates; but, on request of the Corporation or such successor Trustee, such retiring Trustee, upon payment of its charges with respect to the Notes of that or those series to which the appointment of such successor relates and subject to Sections 6.05 and 12.04 shall duly assign, transfer and deliver to such successor Trustee, to the extent contemplated by such supplemental indenture, the property and money held by such retiring Trustee hereunder with respect to the Notes of that or those series to which the appointment of such successor Trustee relates, subject to its claim, if any, provided for in Section 6.06.  If any supplemental indenture contemplated by this Section 6.11 affects the rights and obligations of any Trustee with respect to the Notes of one or more series other than the retiring Trustee or Successor Trustee referred to herein, such other Trustee shall be a party to such supplemental indenture.

Section 6.12           Succession by Merger, etc.  Any Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified under the provisions of Section 6.08 and eligible under the provisions of Section 6.09, without the execution or filing of any paper or any further act on the part of any of the parties hereto.

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

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Section 6.13           Limitation on Rights of Trustee as a Creditor.  The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent included therein.

Section 6.14           Authenticating Agents.  There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Corporation with respect to one or more series of Notes with power to act on the Trustee’s behalf and subject to the Trustee’s direction in the authentication and delivery of Notes of such series issued upon exchange or transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Notes of such series; provided, however, that the Trustee shall have no liability to the Corporation for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of Notes of such series.  Any such Authenticating Agent shall at all times be a Person organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least five million U.S. dollars ($5,000,000) and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. If such Person publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section 6.14 the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section.

Any Person into which any Authenticating Agent may be merged, converted or with which it may be consolidated, or any Person resulting from any merger or consolidation to which any Authenticating Agent shall be a party, or any Person succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor Person is otherwise eligible under this Section 6.14 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent.

Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Corporation. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Corporation. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.14, the Trustee may, and upon the request of the Corporation shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.14, shall give written notice of such appointment to the Corporation and shall mail notice of such appointment to all Noteholders of the series with respect to which such Authenticating Agent shall serve, as the names and addresses of such holders appear on the Note Register for such series.  Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein.

The Corporation, as issuer of the Notes, agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee.

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ARTICLE VII

CONCERNING THE NOTEHOLDERS

Section 7.01           Action by Noteholders.  Any demand, request, notice, consent, waiver or other action provided by this Indenture to be given or taken by the holders of a specified percentage in aggregate principal amount of Notes of any series, may be evidenced by: (a) any instrument (including by way of electronic transmission) or any number of instruments of similar tenor executed by such Noteholders in person or by agent or proxy appointed in writing, or (b) the record of such holders of Notes of such series voting in favor thereof at any meeting of such Noteholders duly called and held in accordance with the provisions of Article VIII, or (c) a combination of such instrument or instruments and any such record of such a meeting of such Noteholders.

If the Corporation shall solicit from the Noteholders of such series any request, demand, authorization, direction, notice, consent, waiver or other action, the Corporation may, at its option, as evidenced by an Officers’ Certificate, fix in advance a record date for the determination of such Noteholders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Corporation shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action may be given before or after the record date, but only the Noteholders of record of such series at the close of business on the record date shall be deemed to be Noteholders for the purposes of determining whether Noteholders of the requisite proportion of Outstanding Notes of such series have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the Outstanding Notes of such series shall be computed as of the record date.

Section 7.02           Proof of Execution by Noteholders.  Subject to the provisions of Sections 6.01, 6.02 and 8.05, proof of the execution of any instrument by a Noteholder or his agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The ownership of Notes shall be proved by the Note Register or by a certificate of the Registrar for the Notes. The Trustee may require such additional proof of any matter referred to in this Section 7.02 as it shall deem necessary.

The record of any Noteholders’ meeting shall be proved in the manner provided in Section 8.06.

Section 7.03           Who Are Deemed Absolute Owners.  Prior to due presentment for registration of transfer of a Note of any series, the Corporation, the Trustee, any Authenticating Agent, any Paying Agent, any transfer agent and any Registrar for the Notes of such series may deem the person in whose name such Note shall be registered upon the Note Register for such series to be, and may treat such person as, the absolute owner of such Note (whether or not such Note shall be overdue) for the purpose of receiving payment of or on account of the principal of and interest on such Note and for all other purposes; and neither the Corporation nor the Trustee nor any Authenticating Agent nor any Paying Agent nor any transfer agent nor any Registrar for the Notes shall be affected by any notice to the contrary. All such payments so made to any holder for the time being or upon such holder’s order shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Note.

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Section 7.04           Notes Owned by Corporation Deemed Not Outstanding.  In determining whether the holders of the requisite aggregate principal amount of Notes of a series have concurred in any direction, consent or waiver under this Indenture, Notes of such series that are owned by the Corporation or any other obligor on such series of Notes or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Corporation or any other obligor on such series of Notes shall be disregarded and deemed not to be Outstanding for the purpose of any such determination; provided, however, that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver, only Notes of such series that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Notes of such series so owned which have been pledged in good faith may be regarded as Outstanding for the purposes of this Section 7.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Notes and that the pledgee is not the Corporation or any such other obligor or Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Corporation or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.

Section 7.05           Revocation of Consents; Future Holders Bound.  At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 7.01, of the taking of any action by the holders of the percentage in aggregate principal amount of the Notes of a series in connection with such action, any holder of a Note of such series (or any Note of such series issued in whole or in part in exchange or substitution therefor), subject to Section 7.01, the serial number of which is shown by the evidence to be included in the group of Notes of such series the holders of which have consented to such action, may, by filing written notice with the Trustee at its Corporate Trust Office and upon proof of holding as provided in Section 7.02, revoke such action so far as concerns such Note (or so far as concerns the principal amount represented by any exchanged or substituted Note). Except as aforesaid, any such action taken by the holder of a Note of a series shall be conclusive and binding upon such holder and upon all future holders and owners of such Note, and of any Note issued in exchange or substitution therefor, irrespective of whether or not any notation in regard thereto is made upon such Note or any Note issued in exchange or substitution therefor.

ARTICLE VIII

MEETINGS OF NOTEHOLDERS

Section 8.01           Purposes of Meetings.  A meeting of Noteholders of any series of Notes may be called at any time and from time to time pursuant to the provisions of this Article VIII for any of the following purposes:

(a)           to give any notice to the Corporation or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any Event of Default or Default (or any event which, after notice or the lapse of time or both would become, an Event of Default or a Default) hereunder with respect to such series and its consequences, or to take any other action authorized to be taken by Noteholders of such series pursuant to any of the provisions of Article V;

(b)           to remove the Trustee and nominate a successor trustee of such series pursuant to the provisions of Article VI;

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(c)           to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 9.02; or

(d)           to take any other action authorized to be taken by or on behalf of the holders of any specified aggregate principal amount of such series of Notes under any other provision of this Indenture or under applicable law.

Section 8.02           Call of Meetings by Trustee.  The Trustee may at any time call a meeting of Noteholders of any series to take any action specified in Section 8.01, to be held at such time and at such place in New York, New York or __________, _______ as the Trustee shall determine. Notice of every meeting of the Noteholders of any series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be mailed to holders of Notes of such series at their addresses as they shall appear on the Note Register. Such notice shall be mailed not less than 20 nor more than 180 days prior to the date fixed for the meeting.

Section 8.03           Call of Meetings by Corporation or Noteholders.  In case at any time the Corporation, pursuant to a resolution of the Board of Directors, or the holders of at least 25% in aggregate principal amount of the Notes of any series then Outstanding, shall have requested the Trustee to call a meeting of Noteholders of such series, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed the notice of such meeting within 20 days after receipt of such request, then the Corporation or such Noteholders may determine the time and the place in New York, New York or__________, __________ for such meeting and may call such meeting to take any action authorized in Section 8.01, by mailing notice thereof as provided in Section 8.02.

Section 8.04           Qualifications for Voting.  To be entitled to vote at any meeting of Noteholders of any series, a Person shall be (a) a holder of one or more Outstanding Notes of such series or (b) a Person appointed by an instrument in writing as proxy by a holder of one or more Outstanding Notes of such series. The only Persons who shall be entitled to be present or to speak at any meeting of Noteholders of any series shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Corporation and its counsel.

Section 8.05           Regulations.  Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Noteholders of any series, in regard to proof of the holding of Notes of such series and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit.

The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Corporation or by Noteholders as provided in Section 8.03, in which case the Corporation or the Noteholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting.

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Subject to the provisions of Section 8.04, at any meeting each holder of Notes of any series or proxy therefor shall be entitled to one vote for each $[x] principal amount of Notes of such series held or represented by such holder; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note of such series challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Noteholders. Any meeting of Noteholders duly called pursuant to the provisions of Section 8.02 or 8.03 may be adjourned from time to time by a majority in principal amount of those present, and the meeting may be held as so adjourned without further notice.

Section 8.06           Voting.  The vote upon any resolution submitted to any meeting of holders of Notes of any series shall be by written ballots on which shall be subscribed the signatures of such holders or of their representatives by proxy and the serial number or numbers of the Notes of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in triplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Noteholders of any series shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as provided in Section 8.02. The record shall show the serial numbers of the Notes of such series voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Corporation and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

Section 8.07           Quorum; Actions.  The Persons entitled to vote a majority in aggregate principal amount of the Notes of any series then Outstanding shall constitute a quorum for a meeting of Noteholders of such series; provided, however, that if any action is to be taken at such meeting with respect to a consent, waiver, request, demand, notice, authorization, direction or other action which may be given by the holders of not less than a specified percentage in aggregate principal amount of the Notes of such series then Outstanding, the Persons holding or representing such specified percentage in aggregate principal amount of the Notes of such series then Outstanding will constitute a quorum.  In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Noteholders of such series, be dissolved.  In any other case, the meeting may be adjourned for a period of not less than 10 days as determined by the permanent chairman of the meeting prior to the adjournment of such meeting.  In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the permanent chairman of the meeting prior to the adjournment of such adjourned meeting.  Notice of the reconvening of any adjourned meeting shall be given as provided in Section 8.02, except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened.  Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the aggregate principal amount of the Notes of such series then Outstanding which shall constitute a quorum.

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Except as limited by the proviso in the first paragraph of Section 9.02, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the affirmative vote of the holders of a majority in aggregate principal amount of the Notes of that series then Outstanding; provided, however, that, except as limited by the proviso in the first paragraph of Section 9.02, any resolution with respect to any consent, waiver, request, demand, notice, authorization, direction or other action that this Indenture expressly provides may be given by the holders of not less than a specified percentage in principal amount of the Notes of such series then Outstanding may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid only by the affirmative vote of the holders of not less than such specified percentage in aggregate principal amount of the Notes of such series then Outstanding.

Any resolution passed or decision taken at any meeting of Noteholders of any series duly held in accordance with this Section 8.07 shall be binding on all the Noteholders of such series, whether or not present or represented at the meeting.

ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 9.01           Supplemental Indentures Without Consent of Noteholders. The Corporation and the Trustee may from time to time and at any time enter into one or more indentures supplemental hereto without the consent of the Noteholders, for one or more of the following purposes:

(a)            to evidence the succession of another Person to the Corporation, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Corporation pursuant to Article X hereof;

(b)           to add to the covenants of the Corporation such further covenants, restrictions or conditions for the protection of the Noteholders of any series (as shall be specified in such supplemental indenture or indentures) as the Board of Directors and the Trustee shall consider to be for the protection of the Noteholders of such series, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a Default or an Event of Default permitting the enforcement of all or any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture or indentures may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default;

(c)           to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture, provided that any such action shall not materially adversely affect the interests of the holders of the Notes of the affected series;

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(d)           to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to one or more series of Notes;

(e)           to qualify or maintain qualification of this Indenture under the Trust Indenture Act;

(f)           to make any change that does not adversely affect the rights of any Noteholder in any material respect; or

(g)           to establish the form or terms of each series of subordinated notes.

The Trustee is hereby authorized to join with the Corporation in the execution of any supplemental indenture to effect such amendment, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Any supplemental indenture to this Indenture authorized by the provisions of this Section 9.01 may be executed by the Corporation and the Trustee without the consent of the holders of any of the Notes of the affected series at the time Outstanding, notwithstanding any of the provisions of Section 9.02.

Section 9.02           Supplemental Indentures With Consent of Noteholders.  With the consent (evidenced as provided in Section 7.01) of the holders of a majority in aggregate principal amount of the Notes of each series affected by such supplemental indenture at the time Outstanding, the Corporation, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into any indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Notes of such series; provided, however, that no such supplemental indenture shall, without the consent of the holders of each Note then Outstanding and affected thereby (a) change the Maturity Date of any Note or provide for the redemption of any Note prior to the Maturity Date, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or make the principal thereof or any interest thereon payable in any coin or currency other than U.S. dollars, or impair or affect the right of any Noteholder to institute suit for payment thereof, or (b) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture.

Upon the request of the Corporation accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any supplemental indenture effecting such amendment, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Corporation in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.

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Promptly after the execution by the Corporation and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Corporation, setting forth in general terms the substance of such supplemental indenture, to the Noteholders of the affected series as their names and addresses appear upon the Note Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which shall have been included expressly and solely for the benefit of one or more particular series of Notes, or which modifies the rights of the holders of Notes of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the holders of Notes of any other series.

It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Section 9.03           Compliance with Trust Indenture Act; Effect of Supplemental Indentures.  Any supplemental indenture executed pursuant to the provisions of this Article IX shall comply with the Trust Indenture Act. Upon the execution of any supplemental indenture pursuant to the provisions of this Article IX, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Corporation and the holders of Notes shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 9.04           Notation on Notes.  Notes of any series authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article IX may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Corporation or the Trustee shall so determine, new Notes of such series so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may be prepared and executed by the Corporation, authenticated by the Trustee or the Authenticating Agent and delivered in exchange for the Notes then Outstanding of such series.

Section 9.05           Evidence of Compliance of Supplemental Indenture to be Furnished to Trustee.  The Trustee, subject to the provisions of Sections 6.01 and 6.02, may receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto complies with the requirements of this Article IX.

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ARTICLE X

CONSOLIDATION, MERGER, SALE, CONVEYANCE, TRANSFER AND LEASE

Section 10.01         Corporation May Consolidate, etc., on Certain Terms.  Nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of the Corporation with or into any other Person (whether or not affiliated with the Corporation, as the case may be), or successive consolidations or mergers in which the Corporation or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Corporation, or its successor or successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Corporation, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Corporation is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Corporation) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) if the Corporation is not the surviving Person, upon any such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of, premium, if any, and interest on the Notes according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture and the Notes to be kept or performed by the Corporation shall be expressly assumed by the surviving Person, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Corporation shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default (or any event which, after notice or the lapse of time or both would become, a Default or an Event of Default) shall have occurred and be continuing.

Section 10.02         Successor Person to be Substituted for Corporation.  In case of any such consolidation, merger, sale, conveyance, transfer or lease, and upon the assumption by the successor corporation, by supplemental indenture executed and delivered to the Trustee and satisfactory in form to the Trustee, of the obligation of due and punctual payment of the principal of, premium, if any, and interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Corporation, such successor Person shall succeed to and be substituted for the Corporation, with the same effect as if it had been named herein as a party hereto, and the Corporation thereupon shall be relieved of any further liability or obligation hereunder or upon the Notes. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Corporation, any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Corporation and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor Person instead of the Corporation and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Notes which previously shall have been signed and delivered by any Officer of the Corporation to the Trustee or the Authenticating Agent for authentication, and any Notes which such successor Person thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof.

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Section 10.03         Opinion of Counsel to be Given Trustee.  The Trustee, subject to the provisions of Sections 6.01 and 6.02, may receive an Opinion of Counsel as conclusive evidence that any consolidation, merger, sale, conveyance, transfer or lease, and any assumption, permitted or required by the terms of this Article X complies with the provisions of this Article X.

ARTICLE XI

REDEMPTION OF NOTES

Section 11.01         Applicability of Article.  Notes of any series that are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 2.01 for Notes of any series) in accordance with this Article.

Section 11.02         Election to Redeem; Notice to Trustee.  The election of the Corporation to redeem any Notes shall be evidenced by or pursuant to a Board Resolution.  In case of any redemption at the election of the Corporation of less than all the Notes of any series, the Corporation shall, not less than 35 nor more than 60 days prior to the Redemption Date fixed by the Corporation (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee in writing of such Redemption Date, of the principal amount of Notes of such series to be redeemed and, if applicable, of the tenor of the Notes to be redeemed.  In the case of any redemption of Notes in whole or in part (1) prior to the expiration of any restriction on such redemption provided in the terms of such Notes or elsewhere in this Indenture, or (2) pursuant to an election of the Corporation that is subject to a condition specified in this Indenture or the terms of such Notes, the Corporation shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction or condition.

Section 11.03         Selection by Trustee of Notes to be Redeemed.  If less than all the Notes of any series are to be redeemed (unless all the Notes of such series and of a specified tenor are to be redeemed), the particular Notes to be redeemed shall be selected not more than 35 days prior to the Redemption Date by the Trustee, from the Outstanding Notes of such series not previously called for redemption, on a pro rata basis or by any other method that the Trustee deems fair and appropriate and which complies with any securities exchange or other applicable requirements for redemption of portions (equal to the minimum authorized denomination for Notes of that series or any integral multiple thereof) of the principal amount of Notes of such series of a denomination larger than the minimum authorized denomination for Notes of that series.

The Trustee shall promptly notify the Corporation in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in the case of any Notes redeemed or to be redeemed only in part, to the portion of the principal amount of such Notes which has been or is to be redeemed.

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Section 11.04         Notice of Redemption.  Notice of redemption shall be given by first-class mail (if international mail, by air mail), postage prepaid, mailed not less than 30 nor more than 60 days prior the Redemption Date, to each Holder of Notes to be redeemed, at such Holder’s address appearing in the Note Register.

All notices of redemption shall state:

(1)           the Redemption Date;

(2)           the Redemption Price;

(3)           if less than all the Outstanding Notes of any series and of a specified tenor are to be redeemed, the identification (and, in the case of partial redemption of any Notes, the principal amounts) of the particular Notes to be redeemed;

(4)           that on the Redemption Date the Redemption Price will become due and payable upon each such Note to be redeemed and that interest thereon will cease to accrue on and after said date;

(5)           the place or places where such Notes are to be surrendered for payment of the Redemption Price; and

(6)           that the redemption is for a sinking fund, if such is the case.

Notice of redemption of Notes to be redeemed shall be given by the Corporation or, at the Corporation’s request, by the Trustee in the name and at the expense of the Corporation.

Section 11.05         Deposit of Redemption Price.  On or prior to 10:00 a.m. (Eastern time) on any Redemption Date, the Corporation shall deposit with the Trustee or with a Paying Agent (or, if the Corporation is acting as its own Paying Agent, segregate and hold in trust as provided in Section 3.04) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Notes which are to be redeemed on that date.

Section 11.06         Notes Payable on Redemption Date.  If notice of redemption has been given as provided in section 11.04, the Notes so to be redeemed shall, on the Redemption Date, become due and payable on the date and at the place or places stated in such notice at the Redemption Price therein specified, and from and after such date (unless the Corporation shall default in the payment of the Redemption Price and accrued interest) such Notes shall cease to bear interest.  Upon surrender of any such Note for redemption in accordance with said notice, such Note shall be paid by the Corporation at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 2.01, installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such at the close of business on the relevant Record Dates according to their terms.

If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed thereof in the Note.

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Section 11.07         Notes Redeemed in Part.  Any Note that is to be redeemed only in part shall be surrendered at a Place of Payment thereof (with, if the Corporation or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Corporation and the Trustee duly executed by, the Holder thereof or its attorney duly authorized in writing), and the Corporation shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Note so surrendered.

ARTICLE XII

SATISFACTION AND DISCHARGE OF INDENTURE

Section 12.01         Discharge of Indenture.  When (a) the Corporation shall deliver to the Trustee for cancellation all Notes of a series theretofore authenticated (other than any Notes of such series which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.09) and not theretofore canceled, or (b) all the Notes of a series not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, and the Corporation shall deposit or cause to be deposited with the Trustee, in trust, funds sufficient to pay on the Maturity Date all of the Notes of such series (other than any Notes of such series which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.09) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due or to become due to the Maturity Date, but excluding, however, the amount of any moneys for the payment of principal of or interest on the Notes of such series (i) theretofore repaid to the Corporation in accordance with the provisions of Section 12.04, or (ii) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, in either case the Corporation shall also pay or cause to be paid all other sums payable hereunder by the Corporation, then this Indenture shall cease to be of further effect with respect to such series except for the provisions of Sections 2.02, 2.07, 2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 12.04 hereof, which shall survive until such Notes shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 12.04 shall survive, and the Trustee, on demand of the Corporation accompanied by any Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Corporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Corporation, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Notes.

Section 12.02         Deposited Moneys and U.S. Government Obligations to be Held in Trust by Trustee.  Subject to the provisions of Section 12.04, all moneys and U.S. Government Obligations deposited with the Trustee pursuant to Sections 12.01 or 12.05 shall be held in trust and applied by it to the payment, either directly or through any paying agent (including the Corporation if acting as its own paying agent), to the holders of the particular Notes for the payment of which such moneys or U.S. Government Obligations have been deposited with the Trustee, of all sums due and to become due thereon for principal, premium, if any, and interest.

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The Corporation shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Governmental Obligations deposited pursuant to Section 12.05 or the principal and interest received in respect thereof other than any such tax, fee or other charge for which by law the holders of Outstanding Notes are liable.

Section 12.03         Paying Agent to Repay Moneys Held.  Upon the satisfaction and discharge of this Indenture with respect to any series, all moneys then held by any paying agent of the Notes of such series (other than the Trustee) shall, upon written demand of the Corporation, be repaid to it or paid to the Trustee, and thereupon such paying agent shall be released from all further liability with respect to such moneys.

Section 12.04         Return of Unclaimed Moneys.  Any moneys deposited with or paid to the Trustee or any paying agent for payment of the principal of, premium if any, or interest on Notes of any series and not applied but remaining unclaimed by the holders of Notes of such series for two years after the date upon which the principal of or interest on such Notes, as the case may be, shall have become due and payable, shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) upon Corporation Order be repaid to the Corporation by the Trustee or such paying agent; and the holder of any of the Notes of such series shall thereafter look only to the Corporation for any payment which such holder may be entitled to collect and all liability of the Trustee or such Paying Agent with respect to such moneys shall thereupon cease; provided, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Corporation cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Corporation.

Section 12.05         Defeasance Upon Deposit of Moneys or U.S. Government Obligations.  The Corporation shall be deemed to have been Discharged from its obligations with respect to the Notes of any series on the 91st day after the applicable conditions set forth below have been satisfied:

(a)           the Corporation shall have deposited or caused to be deposited irrevocably with the Trustee or the Defeasance Agent as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the Notes of such series (i) money in an amount, or (ii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and the Defeasance Agent, if any, to pay and discharge each installment of principal of and interest on the Outstanding Notes of such series on the dates such installments of principal and interest are due;

(b)           if the Notes of such series are then listed on any national securities exchange, the Corporation shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that the exercise of the option under this Section 12.05 would not cause such Notes to be delisted from such exchange;

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(c)           no Default or Event of Default (or any event which, after notice or the lapse of time or both would become, a Default or an Event of Default) with respect to the Notes of such series shall have occurred and be continuing on the date of such deposit; and

(d)           the Corporation shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that holders of the Notes of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of the exercise of the option under this Section 12.05 and will be subject to United States federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised.

ARTICLE XIII

IMMUNITY OF INCORPORATORS, STOCKHOLDERS,

OFFICERS AND DIRECTORS

Section 13.01         Indenture and Notes Solely Corporate Obligations.  No recourse for the payment of the principal of, premium, if any, or interest on any Note or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Corporation in this Indenture, or in any Note, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, employee, officer or director, as such, past, present or future, of the Corporation or of any successor Person to the Corporation, either directly or through the Corporation or any successor Person to the Corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of the Notes.

ARTICLE XIV

MISCELLANEOUS PROVISIONS

Section 14.01         Successors.  All of the covenants, stipulations, promises and agreements of the Corporation contained in this Indenture shall also bind the Corporation’s successors and assigns whether so expressed or not.

Section 14.02         Official Acts by Successor Corporation.  Any act or proceeding that, by any provision of this Indenture, is authorized or required to be done or performed by any board, committee or officer of the Corporation shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation that shall at the time be the lawful sole successor of the Corporation.

Section 14.03         Surrender of Corporation Powers. The Corporation by instrument in writing executed by authority of 2/3 (two-thirds) of its Board of Directors and delivered to the Trustee may surrender any of the powers reserved to the Corporation hereunder, and thereupon such power so surrendered shall terminate both as to the Corporation, as the case may be, and as to any successor Person.

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Section 14.04         Addresses for Notices, etc.  Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the holders of Notes on the Corporation may be given or served by being deposited postage prepaid by first class mail, registered or certified mail, overnight courier service or conformed telecopy addressed (until another address is filed by the Corporation with the Trustee for the purpose) to Flushing Financial Corporation at 1979 Marcus Avenue, Suite E140, Lake Success, New York, Attention: David W. Fry, Executive Vice President and Chief Financial Officer.  Any notice, direction, request or demand by any Noteholder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at the office of ___________ at ___________, Attention: _______________ (unless another address is provided by the Trustee to the Corporation for such purpose). Any notice or communication to a Noteholder shall be mailed by first class mail to his or her address shown on the Note Register kept by the Registrar for the Notes. Notices required to be given to the Trustee or the Authenticating Agent shall be in writing, personally delivered or mailed first class postage prepaid to each of the foregoing, or at such other address as shall be designated by written notice to the other parties.

Section 14.05         Governing Law.  This Indenture and the Notes shall each be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflict of law principles of said State.

Section 14.06         Evidence of Compliance with Conditions Precedent.  Upon any application or demand by the Corporation to the Trustee to take any action under any of the provisions of this Indenture, the Corporation shall furnish to the Trustee an Officers’ Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with, except that no such Opinion of Counsel shall be required in connection with the authentication and issuance of the initial series of Notes.  Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.05) shall include (a) a statement that the Person making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Section 14.07         Business Days.  Except as provided otherwise in a supplemental indenture, Board Resolution or Officers’ Certificate establishing the terms of a series of Notes pursuant to this Indenture, in any case where the date of payment of principal of or interest on the Notes is not a Business Day, the payment of such principal of or interest on the Notes will not be made on such date but will be made on the next succeeding Business Day, with the same force and effect as if made on the original date of payment, and no interest shall accrue for the period from and after such date.

Section 14.08         Qualification of Indenture.  The Corporation shall qualify this Indenture under the Trust Indenture Act and shall pay all reasonable costs and expenses (including attorneys’ fees for the Corporation, the Trustee and the holders of the Notes) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Corporation any such Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the Trust Indenture Act.

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Section 14.09         Trust Indenture Act to Control.  If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Sections 310 to 318, inclusive, of the Trust Indenture Act, such imposed duties shall control.

Section 14.10         Table of Contents, Headings, etc.  The table of contents and the titles and headings of the articles and sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

Section 14.11         Execution in Counterparts.  This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

Section 14.12         Separability.  In case any one or more of the provisions contained in this Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Indenture or of the Notes, but this Indenture and the Notes shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

ARTICLE XV

SUBORDINATION OF NOTES

Section 15.01         Agreement to Subordinate.  The Corporation covenants and agrees, and each holder of Notes issued hereunder likewise covenants and agrees, that the Notes shall be issued subject to the provisions of this Article XV; and each holder of a Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions.

The payment by the Corporation of the principal of and interest on all Notes issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all Allocable Amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Indenture or thereafter incurred.

No provision of this Article XV shall prevent the occurrence of any Default or Event of Default (or any event which, after notice or the lapse of time or both would become, a Default or Event of Default) with respect to the Notes hereunder.

Section 15.02         Default on Senior Indebtedness.  In the event and during the continuation of any default by the Corporation in the payment of principal, premium, interest or any other payment due on any Senior Indebtedness, no payment shall be made by the Corporation with respect to the principal or interest on the Notes or any other amounts which may be due on the Notes pursuant to the terms hereof or thereof.

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In the event of the acceleration of the maturity of the Notes of a series, then no payment shall be made by the Corporation with respect to the principal or interest on the Notes of such series or any other amounts which may be due on the Notes of such series pursuant to the terms hereof or thereof until the holders of all Senior Indebtedness outstanding at the time of such acceleration shall receive payment, in full, of all Allocable Amounts due on or in respect of such Senior Indebtedness (including any amounts due upon acceleration).

In the event that, notwithstanding the foregoing, any payment is received by the Trustee, or any Noteholder, when such payment is prohibited by the preceding paragraphs of this Section 15.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered by the Trustee (if the notice required by Section 15.06 has been received by the Trustee) or by any Noteholder, to the holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent of the Allocable Amounts in respect of such Senior Indebtedness and to the extent that the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing within 90 days of such payment of the Allocable Amounts then due and owing on such Senior Indebtedness, and only the Allocable Amounts specified in such notice to the Trustee shall be paid to the holders of such Senior Indebtedness.

Section 15.03         Liquidation; Dissolution; Bankruptcy. Upon any payment by the Corporation or distribution of assets of the Corporation of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Corporation, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, the holders of all Senior Indebtedness of the Corporation will first be entitled to receive payment in full of Allocable Amounts due on or in respect of such Senior Indebtedness, before any payment is made by the Corporation on account of the principal of or interest on the Notes or any other amounts which may be due on the Notes pursuant to the terms hereof or thereof); and upon any such dissolution, winding-up, liquidation or reorganization, any payment by the Corporation, or distribution of assets of the Corporation of any kind or character, whether in cash, property or securities, which the Noteholders or the Trustee would be entitled to receive from the Corporation, except for the provisions of this Article XV, shall be paid by the Corporation or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Noteholders or by the Trustee under the Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Corporation (pro rata to such holders on the basis of the respective Allocable Amounts of Senior Indebtedness held by such holders, as calculated by the Corporation) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Allocable Amounts of Senior Indebtedness in full, in money or moneys worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Noteholders or to the Trustee.

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In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Corporation of any kind or character prohibited by the foregoing, whether in cash, property or Notes, shall be received by the Trustee, or any Noteholder, before the Allocable Amounts of all Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered by the Trustee (if the Notice required by Section 14.06 has been received by the Trustee) or by any Noteholder, to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Corporation, for application to the payment of all Allocable Amounts of Senior Indebtedness remaining unpaid to the extent necessary to pay all Allocable Amounts due on or in respect of such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness.

For purposes of this Article XV, the words “cash, property or securities” shall not be deemed to include shares of stock of the Corporation as reorganized or readjusted, or securities of the Corporation or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XV with respect to the Notes to the payment of Senior Indebtedness that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Corporation with, or the merger of the Corporation into, another Person or the liquidation or dissolution of the Corporation following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article X of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.03 if such other Person shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Article X of this Indenture. Nothing in Section 15.02 or in this Section 15.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.06 of this Indenture.

Section 15.04         Subrogation.  Subject to the payment in full of all of Senior Indebtedness, the rights of the Noteholders shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Corporation, as the case may be, applicable to such Senior Indebtedness until the principal of and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Noteholders or the Trustee would be entitled except for the provisions of this Article XV, and no payment over pursuant to the provisions of this Article XV to or for the benefit of the holders of such Senior Indebtedness by Noteholders or the Trustee, shall, as between the Corporation, its creditors other than holders of Senior Indebtedness of the Corporation, and the holders of the Notes, be deemed to be a payment by the Corporation to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV are and are intended solely for the purposes of defining the relative rights of the holders of the Notes, on the one hand, and the holders of such Senior Indebtedness on the other hand.

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Nothing contained in this Article XV or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between the Corporation, its creditors other than the holders of Senior Indebtedness of the Corporation, and the holders of the Notes, the obligation of the Corporation, which is absolute and unconditional, to pay to the holders of the Notes the principal of and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Notes and creditors of the Corporation, as the case may be, other than the holders of Senior Indebtedness of the Corporation, as the case may be, nor shall anything herein or therein prevent the Trustee or the holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect of cash, property or Notes of the Corporation, as the case may be, received upon the exercise of any such remedy.

Section 15.05         Trustee to Effectuate Subordination. Each Noteholder, by such Noteholder’s acceptance thereof, authorizes and directs the Trustee on such Noteholder’s behalf to take such action (as the Trustee, in its discretion, deems necessary or appropriate, upon instruction or otherwise) to effectuate the subordination provided in this Article XV and appoints the Trustee such Noteholder’s attorney-in-fact for any and all such purposes.

Section 15.06         Notice by the Corporation.  The Corporation shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Corporation that would prohibit the making of any payment of monies to or by the Trustee in respect of the Notes pursuant to the provisions of this Article XV.

Notwithstanding the provisions of this Article XV or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Notes pursuant to the provisions of this Article XV, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Corporation or a holder or holders of Senior Indebtedness or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 15.06 at least two Business Days prior to the date upon which, by the terms hereof, any money may become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on any Note), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

The Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled to conclusively rely on a written notice delivered to it by a Person representing himself to be a holder of Senior Indebtedness of the Corporation (or a trustee on behalf of such holder), as the case may be, to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this Article XV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article XV, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

56

Upon any payment or distribution of assets of the Corporation referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and the Noteholders shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding-up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other person making such payment or distribution, delivered to the Trustee or to the Noteholders, for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness and other indebtedness of the Corporation, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XV.

Section 15.07         Rights of the Trustee; Holders of Senior Indebtedness.  The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article XV in respect of any Senior Indebtedness at any time held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder.

With respect to the holders of Senior Indebtedness of the Corporation, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article XV, and no implied covenants or obligations with respect to the holders of such Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of such Senior Indebtedness and, subject to the provisions of Article VI of this Indenture, the Trustee shall not be liable to any holder of such Senior Indebtedness if it shall pay over or deliver to Noteholders, the Corporation or any other Person money or assets to which any holder of such Senior Indebtedness shall be entitled by virtue of this Article XV or otherwise.

Nothing in this Article XV shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.06.

Section 15.08         Subordination May Not Be Impaired.  No right of any present or future holder of any Senior Indebtedness of the Corporation to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Corporation, as the case may be, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Corporation, as the case may be, with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with.

Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Corporation may, at any time and from time to time, without the consent of or notice to the Trustee or the Noteholders, without incurring responsibility to the Noteholders and without impairing or releasing the subordination provided in this Article XV or the obligations hereunder of the holders of the Notes to the holders of such Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Corporation, as the case may be, and any other Person.

57

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.

FLUSHING FINANCIAL CORPORATION
By:
Name:
Title:
	,
as Trustee
By:
Name:
Title:

58

EXHIBIT A

(FORM OF FACE OF NOTE)

[IF THIS NOTE IS A GLOBAL NOTE INSERT: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”) OR A NOMINEE OF DTC. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE CORPORATION (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

ANY PURCHASER OR HOLDER OF THE NOTES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (I) NO PORTION OF THE ASSETS USED BY IT TO ACQUIRE AND HOLD THE NOTES CONSTITUTES ASSETS OF ANY EMPLOYEE BENEFIT PLAN SUBJECT TO SECTION 406 OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY PLAN, ACCOUNT OR OTHER ARRANGEMENT SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR ANY ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT OR (II) THE PURCHASE AND HOLDING OF THE NOTES WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION UNDER ANY APPLICABLE SIMILAR LAW.

A-1

In all circumstances, each Note shall bear the following legends:

THE NOTES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $[X] AND MULTIPLES OF $[X] IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF NOTES IN A DENOMINATION OF LESS THAN $[X] AND MULTIPLES OF $[X] IN EXCESS THEREOF SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH NOTES FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF PAYMENTS ON SUCH NOTES, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH NOTES.

THE NOTES DO NOT EVIDENCE SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

A-2

FLUSHING FINANCIAL CORPORATION

CUSIP No.:

$ ________

______ SUBORDINATED NOTE DUE _____________

Interest

Flushing Financial Corporation, a Delaware corporation (the “Corporation,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________ or registered assigns, the principal sum of $_______________ (________________ Dollars) on ___________, _____(the “Maturity Date”) and to pay interest on the outstanding principal amount hereof from _______, ____ or from the most recent interest payment date (each such date, an “Interest Payment Date”) to which interest has been paid or duly provided for, semi-annually[/quarterly] in arrears on _________, [__________], [_________] and __________ of each year, commencing ________________, at the rate of _____% per annum, until the principal hereof shall have become due and payable, and on any overdue principal and on any overdue installment of interest (without duplication and to the extent that payment of such interest is enforceable under applicable law) at the same rate per annum compounded semi-annually. The amount of interest payable hereon shall be computed on the basis of_____________________.  If an Interest Payment Date or the Maturity Date falls on a day that is not a Business Day (as defined in the Indenture), the related payment of principal or interest will be paid on the next Business Day, with the same force and effect as if made on such date, and no interest on such payments will accrue from and after such Interest Payment Date or Maturity Date, as the case may be.

Method of Payment

The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment, which shall be at the close of business on the 15th calendar day (whether or not a Business Day) prior to the applicable Interest Payment Date.  Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the holders on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the holders of Notes of this series not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.  Interest payable on the Maturity Date of the Notes of this series will be paid to the registered holder to whom the principal is payable.

A-3

Paying Agent and Register

The principal of and interest on this Note shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Corporation by (i) check mailed to the holder at such address as shall appear in the Note Register or (ii) transfer to an account maintained by the Person entitled thereto, provided that proper written transfer instructions have been received by the relevant record date.

Subordination

The indebtedness evidenced by this Note is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Allocable Amounts on Senior Indebtedness, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes.  Each holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions.

This Note shall not be entitled to any benefit under the Indenture or be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by or on behalf of the Trustee.

The provisions of this Note are continued on the reverse side hereof and such provisions shall for all purposes have the same effect as though fully set forth at this place.

A-4

IN WITNESS WHEREOF, the Corporation has caused this instrument to be duly executed this __________ day of ____________, ______.

	FLUSHING FINANCIAL CORPORATION
	By:
	Name:
	Title:
Attest:
By:
Name:
Title:

CERTIFICATE OF AUTHENTICATION

This represents Notes of Flushing Financial Corporation referred to in the within-mentioned Indenture.

		,
	not in its individual capacity but solely as
	Trustee
	By:
	Authorized Signatory
Dated:

A-5

(FORM OF REVERSE OF NOTE)

This Note is one of the Notes of the Corporation (herein sometimes referred to as the “Notes”), issued or to be issued in one or more series under and pursuant to an Indenture, dated as of ______________ (the “Indenture”), duly executed and delivered between the Corporation and _______________, as Trustee (the “Trustee”), to which Indenture reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Corporation and the holders of the Notes. This Note is one of the series designated on the face hereof.  Up to $170,000,000 in aggregate principal amount of the Notes may be issued as specified in the Indenture.

Defaults and Remedies

In case an Event of Default (as defined in the Indenture) shall have occurred and be continuing, the principal of all of the Notes of this series shall become due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.

There is no right of acceleration of payment in the case of any Default (as defined in the Indenture), including any default in the payment of principal or interest on the Notes or the performance by the Corporation of its other obligations under the Notes of this series.

Amendment, Supplement and Waiver

The Indenture contains provisions permitting the Corporation and the Trustee, with the consent of the holders of a majority in aggregate principal amount of the Notes of this series affected at the time Outstanding (as defined in the Indenture), to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the holders of the Notes of this series; provided, however, that no such supplemental indenture shall, without the consent of each holder of Notes then Outstanding and affected thereby, (i) change the Maturity Date of any Note or provide for the redemption of any Note prior to such Maturity Date, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or make the principal thereof or any interest thereon payable in any coin or currency other than U.S. dollars, or impair or affect the right of any holder of Notes to institute suit for payment thereof, or (ii) reduce the aforesaid percentage of Notes the holders of which are required to consent to any such supplemental indenture. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Notes of this series at the time Outstanding and affected thereby, on behalf of all of the holders of the Notes of this series, to waive any past default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture, and its consequences, except a default in the payment of the principal of, premium, if any, or interest on any of the Notes of this series or a default in respect of any covenant or provision under which the Indenture cannot be modified or amended without the consent of each holder of Notes of this series then Outstanding. Any such consent or waiver by the holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Note and of any Note issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Note.

A-6

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the principal of and interest on this Note at the time and place and at the rate and in the money herein prescribed.

Limitation on Dividends

The Corporation has agreed that it will not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Corporation’s capital stock, (ii) make any payment of principal of or interest, if any, on or repay, repurchase or redeem any debt securities of the Corporation that rank pari passu with or junior in right of payment to the Notes other than such payments, repayments, repurchases or redemptions of debt securities of the Corporation that rank equal with the Notes that are made on a pro rata basis with payments, repayments or repurchases on the Notes or (iii) make any guarantee payments with respect to any guarantee by the Corporation of the debt securities of any Subsidiary of the Corporation if such guarantee ranks pari passu with or junior in right of payment to the Notes (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock, (b) any declaration of a dividend in connection with the implementation of a stockholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of the Corporation’s capital stock or the exchange or conversion of one class or series of the Corporation’s capital stock for another class or series of the Corporation’s capital stock, (d) the purchase of fractional interests in shares of the Corporation’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (e) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Corporation’s benefit or compensation plans for its directors, officers or employees or any of the Corporation’s dividend reinvestment plans), if at such time there shall have occurred any event, act or condition that (a) is a Default or an Event of Default and (b) in respect of which the Corporation shall not have taken reasonable steps to cure.

Denominations; Transfer; Exchange

The Notes of this series are issuable only in registered form without coupons in minimum denominations of $[x] and multiples of $[x] in excess thereof. As provided in the Indenture, this Note is transferable by the holder hereof on the Note Register of the Corporation, upon surrender of this Note for registration of transfer at the office or agency of the Corporation in New York, New York or ___________, __________ accompanied by a written instrument or instruments of transfer in form satisfactory to the Corporation or the Trustee duly executed by the holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Notes of this series of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees.  No service charge will be made for any such registration of transfer, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto.

A-7

Prior to due presentment for registration of transfer of this Note, the Corporation, the Trustee, any authenticating agent, any paying agent, any transfer agent and any security registrar may deem and treat the holder hereof as the absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the security registrar for the Notes of this series) for the purpose of receiving payment of or on account of the principal hereof and (subject to the Indenture) interest due hereon and for all other purposes, and none of the Corporation, the Trustee, any authenticating agent, any paying agent, any transfer agent or any security registrar shall be affected by any notice to the contrary.

No Recourse Against Others

No recourse shall be had for the payment of the principal of, premium, if any, or interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, employee, officer or director, as such, past, present or future, as such, of the Corporation or of any successor Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released.

All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Governing Law

THE INDENTURE AND THIS NOTE SHALL EACH BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES OF SAID STATE.

Abbreviations

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN CON - as tenants in common	TEN ENT - as tenants in the entireties
JT TEN - as joint tenants with right of survival	UNIF GIFT MIN ACT - under Uniform Gift to Minors Act and not as tenants

Additional abbreviations may also be used though not in the above list.

A-8

[TO BE ATTACHED TO GLOBAL NOTES]

SCHEDULE OF INCREASES AND DECREASES IN GLOBAL NOTE

The following increases and decreases in this Global Note have been made:

  Date of Decrease or Increase Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian

A-9

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby assigns and transfers this Note to:

(Assignee’s social security or tax identification number)

(Address and zip code of assignee)

and irrevocably appoints

 agent

to transfer this Note on the books of the Corporation. The agent may substitute another to act for him or her.

Date:

Signature:

(Sign exactly as your name appears on the other side of this Note Certificate)

Signature Guarantee:

Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-10

EXHIBIT B

FORM OF CERTIFICATE OF OFFICER OF THE CORPORATION

Pursuant to Section 3.05 of the Indenture, dated as of [________] (as amended or supplemented from time to time, the “Indenture”), between Flushing Financial Corporation., as issuer (the “Corporation”), and _____________, as trustee, the undersigned certifies that he/she is a [principal executive officer, principal financial officer or principal accounting officer] of the Corporation and in the course of the performance by the undersigned of his/her duties as an officer of the Corporation, the undersigned would normally have knowledge of any default by the Corporation in the performance of any covenants contained in the Indenture, and the undersigned hereby further certifies that he/she has no knowledge of any default for the fiscal year ending on __________, 20___ [, except as follows: specify each such default and the nature thereof].

Capitalized terms used herein, and not otherwise defined herein, have the respective meanings assigned thereto in the Indenture.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of ____________, 20____.

Name:

Title:

B-1

EX-5.1

Exhibit 5.1

OPINION OF THACHER PROFFITT & WOOD LLP REGARDING LEGALITY OF SECURITIES BEING REGISTERED

November 26, 2008

Flushing Financial Corporation

1979 Marcus Avenue, Suite E140

Lake Success, New York 11042

Re: Flushing Financial Corporation – Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to Flushing Financial Corporation, a Delaware corporation (the “Company”), in connection with the preparation of a registration statement on Form S-3 filed on the date hereof by the Company (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), with respect to the registration and offering by the Company, from time to time, pursuant to Rule 415 of the rules and regulations promulgated under the Act, of up to $170,000,000 in aggregate amount of securities of the Company, consisting of: (i) shares of common stock of the Company, $0.01 par value per share (the “Common Stock”); (ii) shares of preferred stock of the Company, $0.01 par value per share, to be issued in one or more series (the “Preferred Stock”); (iii) debt securities of the Company, whether senior or subordinated (collectively, the “Debt Securities”); and (iv) warrants (the “Warrants”) to purchase Common Stock or Preferred Stock of the Company.  The Common Stock, Preferred Stock, Debt Securities and Warrants are collectively referred to herein as the “Securities.”

The Debt Securities are to be issued pursuant to a Senior Debt Indenture (the “Senior Indenture”) and a Subordinated Debt Indenture (the “Subordinated Indenture”), as applicable, the forms of both of which have been filed as exhibits to the Registration Statement (together, the “Indentures”) and are to be entered into, in each case, between the Company and a trustee to be identified therein (the “Trustee”);

This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

We have examined originals or copies, certified or otherwise identified to our satisfaction of (i) the Registration Statement, (ii) the Certificate of Incorporation and Bylaws of the Company, each as amended to date, (iii) certain resolutions adopted by the Board of Directors of the Company (the “Board”) related to the registration of the Securities and related matters, (iv) the forms of Indentures filed as exhibits to the Registration Statement and (v) such other documents, corporate records and instruments, and have examined such matters of law, as we have deemed necessary or advisable for purposes of rendering the opinions set forth below.  As to matters of fact, we have examined and relied upon the representations of the Company contained in the Registration Statement and, where we have deemed appropriate, representations or certificates of officers of the Company or public officials.  We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all documents submitted to us as copies.  In making our examination of any documents, we have assumed that all parties, other than the Company, had the corporate power and authority to enter into and perform all obligations thereunder, and, as to such parties, we have also assumed the due authorization by all requisite action, the due execution and delivery of such documents, and the validity and binding effect and enforceability thereof.

In rendering this opinion letter, each opinion expressed and assumption relied upon herein with respect to the enforceability of any right or obligation is subject to (i) general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance and injunctive relief, regardless of whether considered in a proceeding in equity or at law, (ii) bankruptcy, insolvency, receivership, reorganization, liquidation, voidable preference, fraudulent conveyance and transfer, moratorium and other similar laws affecting the rights of creditors or secured parties or the reorganization of financial institutions, (iii) the effect of certain laws, regulations and judicial and other decisions upon (a) the availability and enforceability of certain remedies, including the remedies of specific performance and self-help, and provisions purporting to waive the obligation of good faith, materiality, fair dealing, diligence, reasonableness or objection to judicial jurisdiction, venue or forum and (b) the enforceability of any provision the violation of which would not have any material adverse effect on the performance by any party of its obligations under any agreement and (iv) public policy considerations underlying United States federal securities laws, to the extent that such public policy considerations limit the enforceability of any provision of any agreement which purports or is construed to provide indemnification with respect to securities law violations.  However, the non-enforceability of any provisions referred to in foregoing clause (iii) will not, taken as a whole, materially interfere with the practical realization of the benefits of the rights and remedies included in any such agreement which is the subject of any opinion expressed below, except for the consequences of any judicial, administrative, procedural or other delay which may be imposed by, relate to or arise from applicable laws, equitable principles and interpretations thereof.

In addition, we have assumed that (i) the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective under the Act, (ii) a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby, (iii) all Securities will be issued and sold in compliance with applicable Federal and state securities laws and in the manner stated in the Registration Statement and the applicable prospectus supplement, (iv) a definitive purchase, underwriting or similar agreement with respect to any Securities offered will have been duly authorized and validly executed and delivered by the Company and the other parties thereto, (v) any Securities issuable upon conversion, exchange, redemption or exercise of any Securities being offered will be duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange, redemption, or exercise, (vi) with respect to shares of Common Stock or Preferred Stock offered, there will be sufficient shares of unissued Common Stock or Preferred Stock authorized under the Company’s organizational documents and not otherwise reserved for issuance at the time of issuance thereof, (vii) in the case of an Indenture, a Warrant Agreement, or other agreement pursuant to which any Securities are to be issued, there shall be no terms or provisions contained therein that would affect the opinions rendered herein and (viii) in connection with any issuance of Securities, all actions are taken by the Company prior to such issuance so as not to violate any applicable law or the Company’s Certificate of Incorporation or Bylaws or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company.

In rendering the opinions set forth below, we do not express any opinion concerning any law other than the federal laws of the United States and the laws of the State of Delaware.  Any opinion expressed below as to the enforceability of any agreement relates only to an agreement that designates therein the laws of the State of Delaware as the governing law thereof.

Based upon and subject to the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, it is our opinion that:

1. With respect to any series of Debt Securities to be issued under either the Senior Indenture or Subordinated Indenture, when (a) the Trustee is qualified to act as trustee under the applicable Indenture, (b) the Trustee has duly executed and delivered the applicable Indenture, (c) the applicable Indenture has been duly authorized and validly executed and delivered by the Company to the Trustee, (d) the applicable Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, (e) the Board has taken all necessary corporate action to approve the issuance and terms of such Debt Securities, the terms of the offering thereof and related matters, and (f) such Debt Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the applicable Indenture and the applicable definitive purchase, underwriting or similar agreement approved by the Board, upon payment of the consideration therefor provided for therein, such Debt Securities will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

2. With respect to shares of Common Stock, when (a) the Board has taken all necessary corporate action to approve the issuance of and the terms of the offering of the shares of Common Stock and related matters and (b) certificates representing the shares of Common Stock have been duly executed, countersigned, registered and delivered in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Board, or upon the exercise of Warrants to purchase Common Stock, upon payment of the consideration therefor (not less than the par value of the Common Stock) provided for therein, then such shares of Common Stock will be duly authorized, validly issued, fully paid and nonassessable.

3. With respect to any particular series of shares of Preferred Stock, when (a) the Board has taken all necessary corporate action to approve the issuance and terms of the shares of Preferred Stock, the terms of the offering thereof and related matters, including the adoption of an amendment to the Company’s Certificate of Incorporation relating to such Preferred Stock and the filing of the Certificate of Amendment of the Company’s Certificate of Incorporation with the Department of State of the State of Delaware, and (b) certificates representing the shares of Preferred Stock have been duly executed, countersigned, registered and delivered in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Board, or upon the exercise of Warrants to purchase Preferred Stock, upon payment of the consideration therefor (not less than the par value of the Preferred Stock) provided for therein, then such shares of Preferred Stock will be duly authorized, validly issued, fully paid and nonassessable.

4. With respect to any Warrants, when (a) the Board has taken all necessary corporate action to approve the issuance and terms of such Warrants, the terms, execution and delivery of any warrant agreement relating to the Warrants (the “Warrant Agreement”), the terms of the offering thereof and related matters, (b) the Warrant Agreement has been duly authorized and validly executed and delivered, and (c) such Warrants have been duly executed, attested, issued and delivered by duly authorized officers of the Company in accordance with the provisions of the applicable Warrant Agreement and the applicable definitive purchase, underwriting or similar agreement approved by the Board, upon payment of the consideration therefor provided for therein, such Warrants will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

In rendering the opinions set forth above, we have not passed upon and do not purport to pass upon the application of securities or “blue-sky” laws of any jurisdiction (except federal securities laws).

You have informed us that you intend to issue Securities from time to time on a delayed or continuous basis. This opinion is limited to the laws referred to above as in effect on the date hereof. We understand that prior to issuing any Securities pursuant to the Registration Statement (i) you will advise us in writing of the terms thereof and (ii) you will afford us an opportunity to review the documents pursuant to which such Securities are to be issued or sold (including the applicable offering documents) and you will file such supplement or amendment to this opinion (if any) as we may reasonably consider necessary or appropriate.

We are furnishing this opinion solely in connection with the filing of the Registration Statement. and this opinion is not to be relied upon for any other purpose.  We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion.  This opinion is rendered for the sole benefit of the addressee hereof and investors who purchase Securities pursuant to the Registration Statement and may not be relied upon by any other person or entity, nor quoted in whole or in part, or otherwise referred to in any other document without our express written consent.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the prospectus included in the Registration Statement under the heading “Legal Matters.”  In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Thacher Proffitt & Wood LLP

      THACHER PROFFITT & WOOD LLP

      November 26, 2008

      New York, New York

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated March 14, 2008 with respect to the consolidated financial statements of Flushing Financial Corporation and subsidiaries (which report expressed an unqualified opinion and contains an explanatory paragraph relating to the adoption of Financial Accounting Standards Board Statement (FASB) No. 157, Fair Value Measurements and FASB No. 159, The Fair Value Option for Financial Assets and Liabilities – Including an amendment of FASB No. 115, as of January 1, 2007, and the adoption of FASB No. 123(R), Share Based Payments and FASB No. 158, Employers’ Accounting for Defined Benefit Plans and Other Post Retirement Plans – an amendment of FASB Statements No. 87, 88, 106 and 132(R), in 2006) and internal control over financial reporting included in the Annual Report on Form 10-K for the year ended December 31, 2007 which are incorporated by reference in this Registration Statement and Prospectus. We consent to the incorporation by reference in the Registration Statement and Prospectus of the aforementioned reports and to the use of our name as it appears under the caption “Experts”.

/s/ Grant Thornton LLP

GRANT THORNTON LLP

New York, New York

November 25, 2008

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Flushing Financial Corporation of our report dated March 9, 2006 relating to the consolidated financial statements which appear in Flushing Financial Corporation’s Annual Report on Form 10-K for the year ended December 31, 2007. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PRICEWATERHOUSECOOPERS LLP

New York, New York

November 25, 2008