amendeddeclaration.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      4.2

    


                                                                    


    


    


    


    


    AMENDED
      AND RESTATED DECLARATION

    OF
      TRUST

    


    by
      and among

    


    WILMINGTON
      TRUST COMPANY,

    as
      Delaware Trustee,

    


    WILMINGTON
      TRUST COMPANY,

    as
      Institutional Trustee,

    


    COMMUNITY
      BANCORP.,

    as
      Sponsor,

    


    and

    


    RICHARD C.
      WHITE, ALAN A. WING and

    STEPHEN P.
      MARSH,

    as
      Administrators,

    


    Dated
      as of October 31, 2007

    


    


    


    


    


    



    
      
              

                  
      
      

                  1414422.1      
      

                  Community
            Bancorp./Amended and Restated Declaration of
            Trust      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    Page

     

    
      	
              ARTICLE
                I INTERPRETATION AND DEFINITIONS 

              Section
                1.1.Definitions. 

              ARTICLE
                II ORGANIZATION 

              Section
                2.1.Name.

              Section
                2.2.Office.

              Section
                2.3.Purpose.

              Section
                2.4.Authority.

              Section
                2.5.Title to Property
                of the
                Trust.

              Section
                2.6.Powers and
                Duties of the Trustees
                and the Administrators.

              Section
                2.7.Prohibition
                of Actions by the
                Trust and the Institutional Trustee.

              Section
                2.8.Powers and
                Duties of the
                Institutional Trustee.

              Section
                2.9.Certain Duties
                and
                Responsibilities of the Trustees and Administrators.

              Section
                2.10.Certain Rights
                of Institutional
                Trustee.

              Section
                2.11.Delaware
                Trustee. 

              Section
                2.12.Execution
                of
                Documents.

              Section
                2.13.Not Responsible
                for Recitals or
                Issuance of Securities.

              Section
                2.14.Duration of
                Trust.

              Section
                2.15.Mergers.

              ARTICLE
                III SPONSOR 

              Section
                3.1.Sponsor’s Purchase
                of Common
                Securities.

              Section
                3.2.Responsibilities
                of the
                Sponsor.

              Section
                3.3.Expenses.

              Section
                3.4.Right to
                Proceed. 

              ARTICLE
                IV INSTITUTIONAL TRUSTEE AND ADMINISTRATORS

              Section
                4.1.Number of
                Trustees. 

              Section
                4.2.Delaware Trustee;
                Eligibility. 

              Section
                4.3.Institutional
                Trustee;
                Eligibility. 

              Section
                4.4.Administrators. 

              Section
                4.5.Appointment,
                Removal and
                Resignation of Trustees and Administrators.

              Section
                4.6.Vacancies
                Among
                Trustees.

              Section
                4.7.Effect of
                Vacancies.

              Section
                4.8.Meetings of
                the Trustees and the
                Administrators. 

              Section
                4.9.Delegation
                of
                Power.

              Section
                4.10.Conversion,
                Consolidation or
                Succession to Business. 

              ARTICLE
                V DISTRIBUTIONS

              Section
                5.1.Distributions. 

              ARTICLE
                VI ISSUANCE OF SECURITIES 

              Section
                6.1.General Provisions
                Regarding
                Securities. 

              Section
                6.2.Paying Agent,
                Transfer Agent and
                Registrar. 

              Section
                6.3.Form and
                Dating. 

              Section
                6.4.Mutilated,
                Destroyed, Lost or
                Stolen Certificates.

              Section
                6.5.Temporary
                Securities. 

              Section
                6.6.Cancellation. 

              Section
                6.7.Rights of
                Holders; Waivers of
                Past Defaults. 

              ARTICLE
                VII DISSOLUTION AND TERMINATION OF TRUST 

              Section
                7.1.Dissolution
                and Termination of
                Trust. 

              ARTICLE
                VIII TRANSFER OF INTERESTS 

              Section
                8.1.General. 

              Section
                8.2.Transfer Procedures
                and
                Restrictions.

              Section
                8.3.Deemed Security
                Holders. 

              ARTICLE
                IX LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, INSTITUTIONAL
                TRUSTEE
                OR OTHERS

              Section
                9.1.Liability.

              Section
                9.2.Exculpation. 

              Section
                9.3.Fiduciary
                Duty. 

              Section
                9.4.Indemnification. 

              Section
                9.5.Outside
                Businesses. 

              Section
                9.6.Compensation;
                Fee. 

              ARTICLE
                X ACCOUNTING

              Section
                10.1.Fiscal Year.

              Section
                10.2.Certain Accounting
                Matters. 

              Section
                10.3.Banking. 

              Section
                10.4.Withholding.

              ARTICLE
                XI AMENDMENTS AND MEETINGS 

              Section
                11.1.Amendments. 

              Section
                11.2.Meetings of
                the Holders of
                Securities; Action by Written Consent. 

              ARTICLE
                XII REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND THE DELAWARE
                TRUSTEE 

              Section
                12.1.Representations
                and Warranties of
                Institutional Trustee. 

              Section
                12.2.Representations
                of the Delaware
                Trustee. 

              ARTICLE
                XIII MISCELLANEOUS

              Section
                13.1.Notices. 

              Section
                13.2.Governing
                Law. 

              Section
                13.3.Intention
                of the
                Parties. 

              Section
                13.4.Headings. 

              Section
                13.5.Successors
                and
                Assigns. 

              Section
                13.6.Partial
                Enforceability. 

              Section
                13.7.Counterparts. 

               

            	
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    Annex
      I                                Terms
      of Securities

    Exhibit
      A-1                           Form
      of Capital Security Certificate

    Exhibit
      A-2                           Form
      of Common Security Certificate

    Exhibit
      B                               Specimen
      of Initial Debenture

    Exhibit
      C                               Placement
      Agreement


    
       

      
        
        

        
          

        

      

       

    


    AMENDED
      AND RESTATED

    DECLARATION
      OF TRUST

    OF

    CMTV
      STATUTORY TRUST I

    October 31,
      2007

    AMENDED
      AND RESTATED DECLARATION OF TRUST (“Declaration”) dated and effective as
      of October 31, 2007, by the Trustees (as defined herein), the
      Administrators (as defined herein), the Sponsor (as defined herein) and by
      the
      holders, from time to time, of undivided beneficial interests in the Trust
      (as
      defined herein) to be issued pursuant to this Declaration;

     

    WHEREAS,
      the Trustees, the Administrators and the Sponsor established CMTV Statutory
      Trust I (the “Trust”), a statutory trust under the Statutory Trust
      Act (as defined herein) pursuant to a Declaration of Trust dated as of October
      25, 2007 (the “Original Declaration”), and a Certificate of Trust filed
      with the Secretary of State of the State of Delaware on October 25, 2007, for
      the sole purpose of issuing and selling certain securities representing
      undivided beneficial interests in the assets of the Trust and investing the
      proceeds thereof in certain debentures of the Debenture Issuer (as defined
      herein);

     

    WHEREAS,
      as of the date hereof, no interests in the Trust have been issued;
      and

     

    WHEREAS,
      the Trustees, the Administrators and the Sponsor, by this Declaration, amend
      and
      restate each and every term and provision of the Original
      Declaration;

     

    NOW,
      THEREFORE, it being the intention of the parties hereto to continue the Trust
      as
      a statutory trust under the Statutory Trust Act and that this Declaration
      constitutes the governing instrument of such statutory trust, the Trustees
      declare that all assets contributed to the Trust will be held in trust for
      the
      benefit of the holders, from time to time, of the securities representing
      undivided beneficial interests in the assets of the Trust issued hereunder,
      subject to the provisions of this Declaration.  The parties hereto
      hereby agree as follows:

     

    ARTICLE
      I

     

    


     

    INTERPRETATION
      AND DEFINITIONS

     

    Section
      1.1.  Definitions.  

     

    Unless
      the context otherwise requires:

     

    (a)    

     

    Capitalized
      terms used in this Declaration but not defined in the preamble above have the
      respective meanings assigned to them in this Section
      1.1;

     

    (b)    

     

    a
      term
      defined anywhere in this Declaration has the same meaning
      throughout;

     

    (c)    

     

    all
      references to “the Declaration” or “this Declaration” are to this Declaration as
      modified, supplemented or amended from time to time;

     

    (d)    

     

    all
      references in this Declaration to Articles and Sections and Annexes and Exhibits
      are to Articles and Sections of and Annexes and Exhibits to this Declaration
      unless otherwise specified; and

     

    (e)    

     

    a
      reference to the singular includes the plural and vice versa.

     

    “Acceleration
      Event of Default” has the meaning set forth in the Indenture.

     

    “Additional
      Interest” has the meaning set forth in the Indenture.

     

    “Administrative
      Action” has the meaning set forth in paragraph 4(a) of
      Annex I.

     

    “Administrators”
      means each of Richard C. White, Alan A. Wing and Stephen P.
      Marsh, solely in such Person’s capacity as Administrator of the Trust created
      and continued hereunder and not in such Person’s individual capacity, or such
      Administrator’s successor in interest in such capacity, or any successor
      appointed as herein provided.

     

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

     

    “Authorized
      Officer” of a Person means any Person that is authorized to bind such
      Person.

     

    “Bankruptcy
      Event” means, with respect to any Person:

     

    (a)           a
      court having jurisdiction in the premises shall enter a decree or order for
      relief in respect of such Person 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 such Person 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
      90 consecutive days; or

     

    (b)           such
      Person 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 such
      Person 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.

     

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

     

    “Capital
      Securities” has the meaning set forth in paragraph 1(a) of
      Annex I.

     

    “Capital
      Security Certificate” means a definitive Certificate in fully registered
      form representing a Capital Security substantially in the form of
      Exhibit A-1.

     

    “Capital
      Treatment Event” has the meaning set forth in paragraph 4(a) of
      Annex I.

     

    “Certificate”
      means any certificate evidencing Securities.

     

    “Closing
      Date” has the meaning set forth in the Placement Agreement.

     

    “Code”
      means the Internal Revenue Code of 1986, as amended from time to time, or any
      successor legislation.

     

    “Common
      Securities” has the meaning set forth in paragraph 1(b) of
      Annex I.

     

    “Common
      Security Certificate” means a definitive Certificate in fully registered
      form representing a Common Security substantially in the form of
      Exhibit A-2.

     

    “Company
      Indemnified Person” means (a) any Administrator; (b) any Affiliate
      of any Administrator; (c) any officers, directors, shareholders, members,
      partners, employees, representatives or agents of any Administrator; or
      (d) any officer, employee or agent of the Trust or its
      Affiliates.

     

    “Comparable
      Treasury Issue” has the meaning set forth in paragraph 4(a) of
      Annex I.

     

    “Comparable
      Treasury Price” has the meaning set forth in paragraph 4(a) of
      Annex I.

     

    “Corporate
      Trust Office” means the office of the Institutional Trustee at which the
      corporate trust business of the Institutional Trustee shall, at any particular
      time, be principally administered, which office at the date of execution of
      this
      Declaration is located at Rodney Square North, 1100 North Market Street,
      Wilmington, Delaware  19890-1600, Attn: Corporate Trust
      Administration.

     

    “Coupon
      Rate” has the meaning set forth in paragraph 2(a) of
      Annex I.

     

    “Covered
      Person” means:  (a) any Administrator, officer, director,
      shareholder, partner, member, representative, employee or agent of (i) the
      Trust or (ii) any of the Trust’s Affiliates; and (b) any Holder of
      Securities.

     

    “Creditor”
      has the meaning set forth in Section 3.3.

     

    “Debenture
      Issuer” means Community Bancorp., a Vermont corporation, in its capacity as
      issuer of the Debentures under the Indenture.

     

    “Debenture
      Trustee” means Wilmington Trust Company, as trustee under the Indenture
      until a successor is appointed thereunder, and thereafter means such successor
      trustee.

     

    “Debentures”
      means the Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures
      due 2037 to be issued by the Debenture Issuer under the Indenture.

     

    “Defaulted
      Interest” has the meaning set forth in the Indenture.

     

    “Delaware
      Trustee” has the meaning set forth in Section 4.2.

     

    “Determination
      Date” has the meaning set forth in paragraph 4(a) of
      Annex I.

     

    “Direct
      Action” has the meaning set forth in Section 2.8(d).

     

    “Distribution”
      means a distribution payable to Holders of Securities in accordance with Section
      5.1.

     

    “Distribution
      Payment Date” has the meaning set forth in paragraph 2(b) of
      Annex I.

     

    “Distribution
      Period” means (i) with respect to the Distribution paid on the first
      Distribution Payment Date, the period beginning on (and including) the date
      of
      original issuance and ending on (but excluding) the Distribution Payment Date
      in
      December 2007 and (ii) thereafter, with respect to a Distribution paid on
      each successive Distribution Payment Date, the period beginning on (and
      including) the preceding Distribution Payment Date and ending on (but excluding)
      such current Distribution Payment Date.

     

    “Distribution
      Rate” means, for the Distribution Period beginning on (and including) the
      date of original issuance and ending on (but excluding) the Distribution Payment
      Date in December 2012, the rate per annum of 7.56%, and for each Distribution
      Period beginning on or after the Distribution Payment Date in December 2012,
      the
      Coupon Rate for such Distribution Period.

     

    “Event
      of Default” means any one of the following events (whatever the reason for
      such event 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)           the
      occurrence of an Indenture Event of Default; or

     

    (b)           default
      by the Trust in the payment of any Redemption Price or Special Redemption Price
      of any Security when it becomes due and payable; or

     

    (c)           default
      in the performance, or breach, in any material respect, of any covenant or
      warranty of the Institutional Trustee in this Declaration (other than those
      specified in clause (a) or (b) above) and continuation of such default or
      breach for a period of 60 days after there has been given, by registered or
      certified mail to the Institutional Trustee and to the Sponsor by the Holders
      of
      at least 25% in aggregate liquidation amount of the outstanding Capital
      Securities, a written notice specifying such default or breach and requiring
      it
      to be remedied and stating that such notice is a “Notice of Default” hereunder;
      or

     

    (d)           the
      occurrence of a Bankruptcy Event with respect to the Institutional Trustee
      if a
      successor Institutional Trustee has not been appointed within 90 days
      thereof.

     

    “Extension
      Period” has the meaning set forth in paragraph 2(b) of
      Annex I.

     

    “Federal
      Reserve” has the meaning set forth in paragraph 3 of
      Annex I.

     

    “Fiduciary
      Indemnified Person” shall mean each of the Institutional Trustee (including
      in its individual capacity), the Delaware Trustee (including in its individual
      capacity), any Affiliate of the Institutional Trustee or Delaware Trustee and
      any officers, directors, shareholders, members, partners, employees,
      representatives, custodians, nominees or agents of the Institutional Trustee
      or
      Delaware Trustee.

     

    “Fiscal
      Year” has the meaning set forth in Section 10.1.

     

    “Fixed
      Rate Period Remaining Life” has the meaning set forth in paragraph 4(a)
      of Annex I.

     

    “Guarantee”
      means the guarantee agreement to be dated as of the Closing Date, of the Sponsor
      in respect of the Capital Securities.

     

    “Holder”
      means a Person in whose name a Certificate representing a Security is
      registered, such Person being a beneficial owner within the meaning of the
      Statutory Trust Act.

     

    “Indemnified
      Person” means a Company Indemnified Person or a Fiduciary Indemnified
      Person.

     

    “Indenture”
      means the Indenture dated as of the Closing Date, between the Debenture Issuer
      and the Debenture Trustee, and any indenture supplemental thereto pursuant
      to
      which the Debentures are to be issued, as such Indenture and any supplemental
      indenture may be amended, supplemented or otherwise modified from time to
      time.

     

    “Indenture
      Event of Default” means an “Event of Default” as defined in the
      Indenture.

     

    “Institutional
      Trustee” means the Trustee meeting the eligibility requirements set forth in
      Section 4.3.

     

    “Interest”
      means any interest due on the Debentures including any Additional Interest
      and
      Defaulted Interest.

     

    “Investment
      Company” means an investment company as defined in the Investment Company
      Act.

     

    “Investment
      Company Act” means the Investment Company Act of 1940, as amended from time
      to time, or any successor legislation.

     

    “Investment
      Company Event” has the meaning set forth in paragraph 4(a) of
      Annex I.

     

    “Liquidation”
      has the meaning set forth in paragraph 3 of Annex I.

     

    “Liquidation
      Distribution” has the meaning set forth in paragraph 3 of
      Annex I.

     

    “Majority
      in liquidation amount of the Securities” means Holder(s) of outstanding
      Securities voting together as a single class or, as the context may require,
      Holders of outstanding Capital Securities or Holders of outstanding Common
      Securities voting separately as a class, who are the record owners of more
      than
      50% of the aggregate liquidation amount (including the stated amount that would
      be paid on redemption, liquidation or otherwise, plus accrued and unpaid
      Distributions to the date upon which the voting percentages are determined)
      of
      all outstanding Securities of the relevant class.

     

    “Maturity
      Date” has the meaning set forth in paragraph 4(a) of Annex I.

     

    “Officers’
      Certificates” means, with respect to any Person, a certificate signed by two
      Authorized Officers of such Person.  Any Officers’ Certificate
      delivered with respect to compliance with a condition or covenant providing
      for
      it in this Declaration shall include:

     

    (a)           a
      statement that each officer signing the Certificate has read the covenant or
      condition and the definitions relating thereto;

     

    (b)           a
      brief statement of the nature and scope of the examination or investigation
      undertaken by each officer in rendering the Certificate;

     

    (c)           a
      statement that each such officer has made such examination or investigation
      as,
      in such officer’s opinion, is necessary to enable such officer 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, in the opinion of each such officer, such condition
      or
      covenant has been complied with.

     

    “OTS”
      has the meaning set forth in paragraph 3 of Annex I.

     

    “Paying
      Agent” has the meaning specified in Section 6.2.

     

    “Person”
      means a legal person, including any individual, corporation, estate,
      partnership, joint venture, association, joint stock company, limited liability
      company, trust, unincorporated association, or government or any agency or
      political subdivision thereof, or any other entity of whatever
      nature.

     

    “Placement
      Agreement” means the Placement Agreement relating to the offering and sale
      of Capital Securities in the form of Exhibit C.

     

    “Primary
      Treasury Dealer” has the meaning set forth in paragraph 4(a) of
      Annex I.

     

    “Property
      Account” has the meaning set forth in Section2.8(c).

     

    “Pro
      Rata” has the meaning set forth in paragraph 8 of
      Annex I.

     

    “Quorum”
      means a majority of the Administrators or, if there are only two Administrators,
      both of them.

     

    “Quotation
      Agent” has the meaning set forth in paragraph 4(a) of
      Annex I.

     

    “Redemption
      Date” has the meaning set forth in paragraph 4(a) of
      Annex I.

     

    “Redemption/Distribution
      Notice” has the meaning set forth in paragraph 4(e) of
      Annex I.

     

    “Redemption
      Price” has the meaning set forth in paragraph 4(e) of
      Annex I.

     

    “Reference
      Treasury Dealer” has the meaning set forth in paragraph 4(a) of
      Annex I.

     

    “Reference
      Treasury Dealer Quotations” has the meaning set forth in paragraph 4(a)
      of Annex I.

     

    “Registrar”
      has the meaning set forth in Section 6.2.

     

    “Relevant
      Trustee” has the meaning set forth in Section 4.5(a).

     

    “Responsible
      Officer” means, with respect to the Institutional Trustee, any officer
      within the Corporate Trust Office of the Institutional Trustee, including any
      vice-president, any assistant vice-president, any assistant secretary, the
      treasurer, any assistant treasurer, any trust officer or other officer of the
      Corporate Trust Office of the Institutional Trustee customarily performing
      functions similar to those performed by any of the above designated officers
      and
      also means, with respect to a particular corporate trust matter, any other
      officer to whom such matter is referred because of that officer’s knowledge of
      and familiarity with the particular subject.

     

    “Restricted
      Securities Legend” has the meaning set forth in Section 8.2(b).

     

    “Rule 3a-5”
      means Rule 3a-5 under the Investment Company Act.

     

    “Rule 3a-7”
      means Rule 3a-7 under the Investment Company Act.

     

    “Securities”
      means the Common Securities and the Capital Securities.

     

    “Securities
      Act” means the Securities Act of 1933, as amended from time to time, or any
      successor legislation.

     

    “Special
      Event” has the meaning set forth in paragraph 4(a) of
      Annex I.

     

    “Special
      Redemption Date” has the meaning set forth in paragraph 4(a) of
      Annex I.

     

    “Special
      Redemption Price” has the meaning set forth in paragraph  4(a) of
      Annex I.

     

    “Sponsor”
      means Community Bancorp., a Vermont corporation, or any successor entity in
      a
      merger, consolidation or amalgamation, in its capacity as sponsor of the
      Trust.

     

    “Statutory
      Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. §§
3801, et seq. as may be amended from time to time.

     

    “Successor
      Entity” has the meaning set forth in Section 2.15(b).

     

    “Successor
      Delaware Trustee” has the meaning set forth in Section 4.5(e).

     

    “Successor
      Institutional Trustee” has the meaning set forth in Section
      4.5(b).

     

    “Successor
      Securities” has the meaning set forth in Section 2.15(b).

     

    “Super
      Majority” has the meaning set forth in paragraph 5(b) of
      Annex I.

     

    “Tax
      Event” has the meaning set forth in paragraph 4(a) of
      Annex I.

     

    “10%
      in liquidation amount of the Securities” means Holder(s) of outstanding
      Securities voting together as a single class or, as the context may require,
      Holders of outstanding Capital Securities or Holders of outstanding Common
      Securities voting separately as a class, who are the record owners of 10% or
      more of the aggregate liquidation amount (including the stated amount that
      would
      be paid on redemption, liquidation or otherwise, plus accrued and unpaid
      Distributions to the date upon which the voting percentages are determined)
      of
      all outstanding Securities of the relevant class.

     

    “3-Month
      LIBOR” has the meaning set forth in paragraph 4(a) of
      Annex I.

     

    “Transfer
      Agent” has the meaning set forth in Section 6.2.

     

    “Treasury
      Rate” has the meaning set forth in paragraph 4(a) of
      Annex I.

     

    “Treasury
      Regulations” means the income tax regulations, including temporary and
      proposed regulations, promulgated under the Code by the United States Treasury,
      as such regulations may be amended from time to time (including corresponding
      provisions of succeeding regulations).

     

    “Trust
      Property” means (a) the Debentures, (b) any cash on deposit in, or
      owing to, the Property Account and (c) all proceeds and rights in respect
      of the foregoing and any other property and assets for the time being held
      or
      deemed to be held by the Institutional Trustee pursuant to the trusts of this
      Declaration.

     

    “Trustee”
      or “Trustees” means each Person who has signed this Declaration as a
      trustee, so long as such Person shall continue in office in accordance with
      the
      terms hereof, and all other Persons who may from time to time be duly appointed,
      qualified and serving as Trustees in accordance with the provisions hereof,
      and
      references herein to a Trustee or the Trustees shall refer to such Person or
      Persons solely in their capacity as trustees hereunder.

     

    “U.S.
      Person” means a United States Person as defined in Section 7701(a)(30) of
      the Code.

     

    ARTICLE
      II

     

    


     

    ORGANIZATION

     

    Section
      2.1.  Name.  

     

    The
      Trust
      is named “CMTV Statutory Trust I,” as such name may be modified from time
      to time by the Administrators following written notice to the Holders of the
      Securities.  The Trust’s activities may be conducted under the name of
      the Trust or any other name deemed advisable by the Administrators.

     

    Section
      2.2.  Office.  

     

    The
      address of the principal office of the Trust is c/o Wilmington Trust Company,
      Rodney Square North, 1100 North Market Street, Wilmington,
      Delaware  19890-1600.  On at least 10 Business Days
      written notice to the Holders of the Securities, the Administrators may
      designate another principal office, which shall be in a state of the United
      States or in the District of Columbia.

     

    Section
      2.3.  Purpose.  

     

    The
      exclusive purposes and functions of the Trust are (a) to issue and sell the
      Securities representing undivided beneficial interests in the assets of the
      Trust, (b) to invest the gross proceeds from such sale to acquire the
      Debentures, (c) to facilitate direct investment in the assets of the Trust
      through issuance of the Common Securities and the Capital Securities and
      (d) except as otherwise limited herein, to engage in only those other
      activities necessary or incidental thereto.  The Trust shall not
      borrow money, issue debt or reinvest proceeds derived from investments, pledge
      any of its assets, or otherwise undertake (or permit to be undertaken) any
      activity that would cause the Trust not to be classified for United States
      federal income tax purposes as a grantor trust.

     

    Section
      2.4.  Authority.  

     

    Except
      as
      specifically provided in this Declaration, the Institutional Trustee shall
      have
      exclusive and complete authority to carry out the purposes of the
      Trust.  An action taken by a Trustee in accordance with its powers
      shall constitute the act of and serve to bind the Trust.  In dealing
      with the Trustees acting on behalf of the Trust, no Person shall be required
      to
      inquire into the authority of the Trustees to bind the Trust.  Persons
      dealing with the Trust are entitled to rely conclusively on the power and
      authority of the Trustees as set forth in this Declaration.  The
      Administrators shall have only those ministerial duties set forth herein with
      respect to accomplishing the purposes of the Trust and are not intended to
      be
      trustees or fiduciaries with respect to the Trust or the Holders.  The
      Institutional Trustee shall have the right, but shall not be obligated except
      as
      provided in Section 2.6, to perform those duties assigned to the
      Administrators.

     

    Section
      2.5.  Title
      to Property of the Trust.  

     

    Except
      as
      provided in Section 2.8 with respect to the Debentures and the Property Account
      or as otherwise provided in this Declaration, legal title to all assets of
      the
      Trust shall be vested in the Trust.  The Holders shall not have legal
      title to any part of the assets of the Trust, but shall have an undivided
      beneficial interest in the assets of the Trust.

     

    Section
      2.6.  Powers
      and Duties of the Trustees and the Administrators.

     

    (a)    

     

    The
      Trustees and the Administrators shall conduct the affairs of the Trust in
      accordance with the terms of this Declaration.  Subject to the
      limitations set forth in paragraph (b) of this Section, and in accordance
      with the following provisions (i) and (ii), the Trustees and the
      Administrators shall have the authority to enter into all transactions and
      agreements determined by the Institutional Trustee to be appropriate in
      exercising the authority, express or implied, otherwise granted to the Trustees
      or the Administrators, as the case may be, under this Declaration, and to
      perform all acts in furtherance thereof, including without limitation, the
      following:

     

    (i)    

     

    Each
      Administrator shall have the power and authority to act on behalf of the Trust
      with respect to the following matters:

     

    (A)    

     

    the
      issuance and sale of the Securities;

     

    (B)    

     

    to
      cause
      the Trust to enter into, and to execute and deliver on behalf of the Trust,
      such
      agreements as may be necessary or desirable in connection with the purposes
      and
      function of the Trust, including agreements with the Paying Agent;

     

    (C)    

     

    ensuring
      compliance with the Securities Act, applicable state securities or blue sky
      laws;

     

    (D)    

     

    the
      sending of notices (other than notices of default), and other information
      regarding the Securities and the Debentures to the Holders in accordance with
      this Declaration;

     

    (E)    

     

    the
      consent to the appointment of a Paying Agent, Transfer Agent and Registrar
      in
      accordance with this Declaration, which consent shall not be unreasonably
      withheld or delayed;

     

    (F)    

     

    execution
      and delivery of the Securities in accordance with this Declaration;

     

    (G)    

     

    execution
      and delivery of closing certificates pursuant to the Placement Agreement and
      the
      application for a taxpayer identification number;

     

    (H)    

     

    unless
      otherwise determined by the Holders of a Majority in liquidation amount of
      the
      Securities or as otherwise required by the Statutory Trust Act, to execute
      on
      behalf of the Trust (either acting alone or together with any or all of the
      Administrators) any documents that the Administrators have the power to execute
      pursuant to this Declaration;

     

    (I)    

     

    the
      taking of any action incidental to the foregoing as the Institutional Trustee
      may from time to time determine is necessary or advisable to give effect to
      the
      terms of this Declaration for the benefit of the Holders (without consideration
      of the effect of any such action on any particular Holder);

     

    (J)    

     

    to
      establish a record date with respect to all actions to be taken hereunder that
      require a record date be established, including Distributions, voting rights,
      redemptions and exchanges, and to issue relevant notices to the Holders of
      Capital Securities and Holders of Common Securities as to such actions and
      applicable record dates; and

     

    (K)    

     

    to
      duly
      prepare and file all applicable tax returns and tax information reports that
      are
      required to be filed with respect to the Trust on behalf of the
      Trust.

     

    (ii)    

     

    As
      among
      the Trustees and the Administrators, the Institutional Trustee shall have the
      power, duty and authority to act on behalf of the Trust with respect to the
      following matters:

     

    (A)    

     

    the
      establishment of the Property Account;

     

    (B)    

     

    the
      receipt of the Debentures;

     

    (C)    

     

    the
      collection of interest, principal and any other payments made in respect of
      the
      Debentures in the Property Account;

     

    (D)    

     

    the
      distribution through the Paying Agent of amounts owed to the Holders in respect
      of the Securities;

     

    (E)    

     

    the
      exercise of all of the rights, powers and privileges of a holder of the
      Debentures;

     

    (F)    

     

    the
      sending of notices of default and other information regarding the Securities
      and
      the Debentures to the Holders in accordance with this Declaration;

     

    (G)    

     

    the
      distribution of the Trust Property in accordance with the terms of this
      Declaration;

     

    (H)    

     

    to
      the
      extent provided in this Declaration, the winding up of the affairs of and
      liquidation of the Trust and the preparation, execution and filing of the
      certificate of cancellation with the Secretary of State of the State of
      Delaware;

     

    (I)    

     

    after
      any
      Event of Default (provided that such Event of Default is not by or with
      respect to the Institutional Trustee) the taking of any action incidental to
      the
      foregoing as the Institutional Trustee may from time to time determine is
      necessary or advisable to give effect to the terms of this Declaration and
      protect and conserve the Trust Property for the benefit of the Holders (without
      consideration of the effect of any such action on any particular Holder);
      and

     

    (J)    

     

    to
      take
      all action that may be necessary for the preservation and the continuation
      of
      the Trust’s valid existence, rights, franchises and privileges as a statutory
      trust under the laws of the State of Delaware.

     

    (iii)    

     

    The
      Institutional Trustee shall have the power and authority to act on behalf of
      the
      Trust with respect to any of the duties, liabilities, powers or the authority
      of
      the Administrators set forth in Section 2.6(a)(i)(D), (E) and (F) herein
      but shall not have a duty to do any such act unless specifically requested
      to do
      so in writing by the Sponsor, and shall then be fully protected in acting
      pursuant to such written request; and in the event of a conflict between the
      action of the Administrators and the action of the Institutional Trustee, the
      action of the Institutional Trustee shall prevail.

     

    (b)    

     

    So
      long
      as this Declaration remains in effect, the Trust (or the Trustees or
      Administrators acting on behalf of the Trust) shall not undertake any business,
      activities or transaction except as expressly provided herein or contemplated
      hereby. In particular, neither the Trustees nor the Administrators may cause
      the
      Trust to (i) acquire any investments or engage in any activities not
      authorized by this Declaration, (ii) sell, assign, transfer, exchange,
      mortgage, pledge, set-off or otherwise dispose of any of the Trust Property
      or
      interests therein, including to Holders, except as expressly provided herein,
      (iii) take any action that would reasonably be expected (x) to cause the
      Trust to fail or cease to qualify as a “grantor trust” for United States federal
      income tax purposes or (y) to require the trust to register as an Investment
      Company under the Investment Company Act, (iv) incur any indebtedness for
      borrowed money or issue any other debt or (v) take or consent to any action
      that would result in the placement of a lien on any of the Trust
      Property.  The Institutional Trustee shall, at the sole cost and
      expense of the Trust, defend all claims and demands of all Persons at any time
      claiming any lien on any of the Trust Property adverse to the interest of the
      Trust or the Holders in their capacity as Holders.

     

    (c)    

     

    In
      connection with the issuance and sale of the Capital Securities, the Sponsor
      shall have the right and responsibility to assist the Trust with respect to,
      or
      effect on behalf of the Trust, the following (and any actions taken by the
      Sponsor in furtherance of the following prior to the date of this Declaration
      are hereby ratified and confirmed in all respects):

     

    (i)    

     

    the
      taking of any action necessary to obtain an exemption from the Securities
      Act;

     

    (ii)    

     

    the
      determination of the States in which to take appropriate action to qualify
      or
      register for sale all or part of the Capital Securities and the determination
      of
      any and all such acts, other than actions which must be taken by or on behalf
      of
      the Trust, and the advice to the Administrators of actions they must take on
      behalf of the Trust, and the preparation for execution and filing of any
      documents to be executed and filed by the Trust or on behalf of the Trust,
      as
      the Sponsor deems necessary or advisable in order to comply with the applicable
      laws of any such States in connection with the sale of the Capital
      Securities;

     

    (iii)    

     

    the
      negotiation of the terms of, and the execution and delivery of, the Placement
      Agreement providing for the sale of the Capital Securities; and

     

    (iv)    

     

    the
      taking of any other actions necessary or desirable to carry out any of the
      foregoing activities.

     

    (d)    

     

    Notwithstanding
      anything herein to the contrary, the Administrators and the Holders of a
      Majority in liquidation amount of the Common Securities are authorized and
      directed to conduct the affairs of the Trust and to operate the Trust so that
      the Trust will not (i) be deemed to be an Investment Company required to be
      registered under the Investment Company Act, and (ii) fail to be classified
      as a “grantor trust” for United States federal income tax
      purposes.  The Administrators and the Holders of a Majority in
      liquidation amount of the Common Securities shall not take any action
      inconsistent with the treatment of the Debentures as indebtedness of the
      Debenture Issuer for United States federal income tax purposes.  In
      this connection, the Administrators and the Holders of a Majority in liquidation
      amount of the Common Securities are authorized to take any action, not
      inconsistent with applicable laws, the Certificate of Trust or this Declaration,
      as amended from time to time, that each of the Administrators and the Holders
      of
      a Majority in liquidation amount of the Common Securities determines in their
      discretion to be necessary or desirable for such purposes.

     

    (e)    

     

    All
      expenses incurred by the Administrators or the Trustees pursuant to this Section
      2.6 shall be reimbursed by the Sponsor, and the Trustees and the Administrators
      shall have no obligations with respect to such expenses (for purposes of
      clarification, this Section 2.6(e) does not contemplate the payment by the
      Sponsor of acceptance or annual administration fees owing to the Trustees under
      this Declaration or the fees and expenses of the Trustees’ counsel in connection
      with the closing of the transactions contemplated by this
      Declaration).

     

    (f)    

     

    The
      assets of the Trust shall consist of the Trust Property.

     

    (g)    

     

    Legal
      title to all Trust Property shall be vested at all times in the Institutional
      Trustee (in its capacity as such) and shall be held and administered by the
      Institutional Trustee and the Administrators for the benefit of the Trust in
      accordance with this Declaration.

     

    (h)    

     

    If
      the
      Institutional Trustee or any Holder has instituted any proceeding to enforce
      any
      right or remedy under this Declaration and such proceeding has been discontinued
      or abandoned for any reason, or has been determined adversely to the
      Institutional Trustee or to such Holder, then and in every such case the
      Sponsor, the Institutional Trustee and the Holders 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
      Institutional Trustee and the Holders shall continue as though no such
      proceeding had been instituted.

     

    Section
      2.7.  Prohibition
      of Actions by the Trust and the Institutional Trustee.

     

    (a)    

     

    The
      Trust
      shall not, and the Institutional Trustee shall cause the Trust not to, engage
      in
      any activity other than as required or authorized by this
      Declaration.  In particular, the Trust shall not and the Institutional
      Trustee shall cause the Trust not to:

     

    (i)    

     

    invest
      any proceeds received by the Trust from holding the Debentures, but shall
      distribute all such proceeds to Holders of the Securities pursuant to the terms
      of this Declaration and of the Securities;

     

    (ii)    

     

    acquire
      any assets other than as expressly provided herein;

     

    (iii)    

     

    possess
      Trust Property for other than a Trust purpose;

     

    (iv)    

     

    make
      any
      loans or incur any indebtedness other than loans represented by the
      Debentures;

     

    (v)    

     

    possess
      any power or otherwise act in such a way as to vary the Trust assets or the
      terms of the Securities in any way whatsoever other than as expressly provided
      herein;

     

    (vi)    

     

    issue
      any
      securities or other evidences of beneficial ownership of, or beneficial interest
      in, the Trust other than the Securities;

     

    (vii)    

     

    carry
      on
      any “trade or business” as that phrase is used in the Code; or

     

    (viii)    

     

    other
      than as provided in this Declaration (including Annex I), (A) direct
      the time, method and place of exercising any trust or power conferred upon
      the
      Debenture Trustee with respect to the Debentures, (B) waive any past
      default that is waivable under the Indenture, (C) exercise any right to
      rescind or annul any declaration that the principal of all the Debentures shall
      be due and payable, or (D) consent to any amendment, modification or
      termination of the Indenture or the Debentures where such consent shall be
      required unless the Trust shall have received a written opinion of counsel
      to
      the effect that such modification will not cause the Trust to cease to be
      classified as a “grantor trust” for United States federal income tax
      purposes.

     

    Section
      2.8.  Powers
      and Duties of the Institutional Trustee.

     

    (a)    

     

    The
      legal
      title to the Debentures shall be owned by and held of record in the name of
      the
      Institutional Trustee in trust for the benefit of the Trust and the Holders
      of
      the Securities.  The right, title and interest of the Institutional
      Trustee to the Debentures shall vest automatically in each Person who may
      hereafter be appointed as Institutional Trustee in accordance with Section
      4.5.  Such vesting and cessation of title shall be effective whether
      or not conveyancing documents with regard to the Debentures have been executed
      and delivered.

     

    (b)    

     

    The
      Institutional Trustee shall not transfer its right, title and interest in the
      Debentures to the Administrators or to the Delaware Trustee.

     

    (c)    

     

    The
      Institutional Trustee shall:

     

    (i)    

     

    establish
      and maintain a segregated non-interest bearing trust account (the “Property
      Account”) in the name of and under the exclusive control of the
      Institutional Trustee, and maintained in the Institutional Trustee’s trust
      department, on behalf of the Holders of the Securities and, upon the receipt
      of
      payments of funds made in respect of the Debentures held by the Institutional
      Trustee, deposit such funds into the Property Account and make payments, or
      cause the Paying Agent to make payments, to the Holders of the Capital
      Securities and Holders of the Common Securities from the Property Account in
      accordance with Section 5.1.  Funds in the Property Account shall be
      held uninvested until disbursed in accordance with this
      Declaration;

     

    (ii)    

     

    engage
      in
      such ministerial activities as shall be necessary or appropriate to effect
      the
      redemption of the Capital Securities and the Common Securities to the extent
      the
      Debentures are redeemed or mature; and

     

    (iii)    

     

    upon
      written notice of distribution issued by the Administrators in accordance with
      the terms of the Securities, engage in such ministerial activities as shall
      be
      necessary or appropriate to effect the distribution of the Debentures to Holders
      of Securities upon the occurrence of certain circumstances pursuant to the
      terms
      of the Securities.

     

    (d)    

     

    The
      Institutional Trustee may bring or defend, pay, collect, compromise, arbitrate,
      resort to legal action with respect to, or otherwise adjust claims or demands
      of
      or against, the Trust which arises out of or in connection with an Event of
      Default of which a Responsible Officer of the Institutional Trustee has actual
      knowledge or arises out of the Institutional Trustee’s duties and obligations
      under this Declaration; provided, however, that if an Event of
      Default has occurred and is continuing and such event is attributable to the
      failure of the Debenture Issuer to pay interest or principal on the Debentures
      on the date such interest or principal is otherwise payable (or in the case
      of
      redemption, on the redemption date), then a Holder of the Capital Securities
      may
      directly institute a proceeding for enforcement of payment to such Holder of
      the
      principal of or interest on the Debentures having a principal amount equal
      to
      the aggregate liquidation amount of the Capital Securities of such Holder (a
      “Direct Action”) on or after the respective due date specified in the
      Debentures.  In connection with such Direct Action, the rights of the
      Holders of the Common Securities will be subrogated to the rights of such Holder
      of the Capital Securities to the extent of any payment made by the Debenture
      Issuer to such Holder of the Capital Securities in such Direct Action;
provided, however, that no Holder of the Common Securities may
      exercise such right of subrogation so long as an Event of Default with respect
      to the Capital Securities has occurred and is continuing.

     

    (e)    

     

    The
      Institutional Trustee shall continue to serve as a Trustee until
      either:

     

    (i)    

     

    the
      Trust
      has been completely liquidated and the proceeds of the liquidation distributed
      to the Holders of the Securities pursuant to the terms of the Securities and
      this Declaration; or

     

    (ii)    

     

    a
      Successor Institutional Trustee has been appointed and has accepted that
      appointment in accordance with Section 4.5.

     

    (f)    

     

    The
      Institutional Trustee shall have the legal power to exercise all of the rights,
      powers and privileges of a Holder of the Debentures under the Indenture and,
      if
      an Event of Default occurs and is continuing, the Institutional Trustee may,
      for
      the benefit of Holders of the Securities, enforce its rights as holder of the
      Debentures subject to the rights of the Holders pursuant to this Declaration
      (including Annex I) and the terms of the Securities.

     

    The
      Institutional Trustee must exercise the powers set forth in this Section 2.8
      in
      a manner that is consistent with the purposes and functions of the Trust set
      out
      in Section 2.3, and the Institutional Trustee shall not take any action that
      is
      inconsistent with the purposes and functions of the Trust set out in Section
      2.3.

     

    Section
      2.9.  Certain
      Duties and Responsibilities of the Trustees and
      Administrators.

     

    (a)    

     

    The
      Institutional Trustee, before the occurrence of any Event of Default and after
      the curing or waiving of all such Events of Default that may have occurred,
      shall undertake to perform only such duties as are specifically set forth in
      this Declaration and no implied covenants shall be read into this Declaration
      against the Institutional Trustee.  In case an Event of Default has
      occurred (that has not been cured or waived pursuant to Section 6.7), the
      Institutional Trustee shall exercise such of the rights and powers vested in
      it
      by this Declaration, 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.

     

    (b)    

     

    The
      duties and responsibilities of the Trustees and the Administrators shall be
      as
      provided by this Declaration.  Notwithstanding the foregoing, no
      provision of this Declaration shall require any Trustee or Administrator to
      expend or risk their own funds or otherwise incur any financial liability in
      the
      performance of any of their duties hereunder, or in the exercise of any of
      their
      rights or powers if it shall have reasonable grounds to believe that repayment
      of such funds or adequate protection against such risk of liability is not
      reasonably assured to it.  Whether or not therein expressly so
      provided, every provision of this Declaration relating to the conduct or
      affecting the liability of or affording protection to the Trustees or
      Administrators shall be subject to the provisions of this
      Article.  Nothing in this Declaration shall be construed to relieve an
      Administrator or a Trustee from liability for its own negligent act, its own
      negligent failure to act, or its own willful misconduct.  To the
      extent that, at law or in equity, a Trustee or an Administrator has duties
      and
      liabilities relating to the Trust or to the Holders, such Trustee or such
      Administrator shall not be liable to the Trust or to any Holder for such
      Trustee’s or such Administrator’s good faith reliance on the provisions of this
      Declaration.  The provisions of this Declaration, to the extent that
      they restrict the duties and liabilities of the Administrators or the Trustee
      otherwise existing at law or in equity, are agreed by the Sponsor and the
      Holders to replace such other duties and liabilities of the Administrators
      or
      the Trustees.

     

    (c)    

     

    All
      payments made by the Institutional Trustee or a Paying Agent in respect of
      the
      Securities shall be made only from the revenue and proceeds from the Trust
      Property and only to the extent that there shall be sufficient revenue or
      proceeds from the Trust Property to enable the Institutional Trustee or a Paying
      Agent to make payments in accordance with the terms hereof.  Each
      Holder, by its acceptance of a Security, agrees that it will look solely to
      the
      revenue and proceeds from the Trust Property to the extent legally available
      for
      distribution to it as herein provided and that the Trustees and the
      Administrators are not personally liable to it for any amount distributable
      in
      respect of any Security or for any other liability in respect of any
      Security.  This Section 2.9(c) does not limit the liability of the
      Trustees expressly set forth elsewhere in this Declaration.

     

    (d)    

     

    The
      Institutional Trustee shall not be liable for its own acts or omissions
      hereunder except as a result of its own negligent action, its own negligent
      failure to act, or its own willful misconduct, except that:

     

    (i)    

     

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

     

    (ii)    

     

    the
      Institutional Trustee shall not be liable with respect to any action taken
      or
      omitted to be taken by it in good faith in accordance with the direction of
      the
      Holders of not less than a Majority in liquidation amount of the Capital
      Securities or the Common Securities, as applicable, relating to the time, method
      and place of conducting any proceeding for any remedy available to the
      Institutional Trustee, or exercising any trust or power conferred upon the
      Institutional Trustee under this Declaration;

     

    (iii)    

     

    the
      Institutional Trustee’s sole duty with respect to the custody, safekeeping and
      physical preservation of the Debentures and the Property Account shall be to
      deal with such property in a similar manner as the Institutional Trustee deals
      with similar property for its fiduciary accounts generally, subject to the
      protections and limitations on liability afforded to the Institutional Trustee
      under this Declaration;

     

    (iv)    

     

    the
      Institutional Trustee shall not be liable for any interest on any money received
      by it except as it may otherwise agree in writing with the Sponsor; and money
      held by the Institutional Trustee need not be segregated from other funds held
      by it except in relation to the Property Account maintained by the Institutional
      Trustee pursuant to Section 2.8(c)(i) and except to the extent otherwise
      required by law; and

     

    (v)    

     

    the
      Institutional Trustee shall not be responsible for monitoring the compliance
      by
      the Administrators or the Sponsor with their respective duties under this
      Declaration, nor shall the Institutional Trustee be liable for any default
      or
      misconduct of the Administrators or the Sponsor.

     

    Section
      2.10.  Certain
      Rights of Institutional Trustee.  

     

    Subject
      to the provisions of Section 2.9:

     

    (a)    

     

    the
      Institutional Trustee may conclusively rely and shall fully be protected in
      acting or refraining from acting in good faith upon any resolution, opinion
      of
      counsel, certificate, written representation of a Holder or transferee,
      certificate of auditors or any other certificate, statement, instrument,
      opinion, report, notice, request, direction, consent, order, appraisal, bond,
      debenture, note, other evidence of indebtedness or other paper or document
      believed by it to be genuine and to have been signed, sent or presented by
      the
      proper party or parties;

     

    (b)    

     

    if
      (i) in performing its duties under this Declaration, the Institutional
      Trustee is required to decide between alternative courses of action,
      (ii) in construing any of the provisions of this Declaration, the
      Institutional Trustee finds the same ambiguous or inconsistent with any other
      provisions contained herein, or (iii) the Institutional Trustee is unsure
      of the application of any provision of this Declaration, then, except as to
      any
      matter as to which the Holders of Capital Securities are entitled to vote under
      the terms of this Declaration, the Institutional Trustee may deliver a notice
      to
      the Sponsor requesting the Sponsor’s written instructions as to the course of
      action to be taken and the Institutional Trustee shall take such action, or
      refrain from taking such action, as the Institutional Trustee shall be
      instructed in writing, in which event the Institutional Trustee shall have
      no
      liability except for its own negligence or willful misconduct;

     

    (c)    

     

    any
      direction or act of the Sponsor or the Administrators contemplated by this
      Declaration shall be sufficiently evidenced by an Officers’
Certificate;

     

    (d)    

     

    whenever
      in the administration of this Declaration, the Institutional Trustee shall
      deem
      it desirable that a matter be proved or established before undertaking,
      suffering or omitting any action hereunder, the Institutional Trustee (unless
      other evidence is herein specifically prescribed) may request and conclusively
      rely upon an Officers’ Certificate as to factual matters which, upon receipt of
      such request, shall be promptly delivered by the Sponsor or the
      Administrators;

     

    (e)    

     

    the
      Institutional Trustee shall have no duty to see to any recording, filing or
      registration of any instrument (including any financing or continuation
      statement or any filing under tax or securities laws) or any rerecording,
      refiling or reregistration thereof;

     

    (f)    

     

    the
      Institutional Trustee may consult with counsel of its selection (which counsel
      may be counsel to the Sponsor or any of its Affiliates) and the advice of such
      counsel shall be full and complete authorization and protection in respect
      of
      any action taken, suffered or omitted by it hereunder in good faith and in
      reliance thereon and in accordance with such advice; the Institutional Trustee
      shall have the right at any time to seek instructions concerning the
      administration of this Declaration from any court of competent
      jurisdiction;

     

    (g)    

     

    the
      Institutional Trustee shall be under no obligation to exercise any of the rights
      or powers vested in it by this Declaration at the request or direction of any
      of
      the Holders pursuant to this Declaration, unless such Holders shall have offered
      to the Institutional Trustee security or indemnity reasonably satisfactory
      to it
      against the costs, expenses and liabilities which might be incurred by it in
      compliance with such request or direction; provided, that nothing
      contained in this Section 2.10(g) shall be taken to relieve the Institutional
      Trustee, subject to Section 2.9(b), upon the occurrence of an Event of Default
      (that has not been cured or waived pursuant to Section 6.7), to exercise
      such of the rights and powers vested in it by this Declaration, 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;

     

    (h)    

     

    the
      Institutional Trustee shall not be bound to make any investigation into the
      facts or matters stated in any resolution, certificate, statement, instrument,
      opinion, report, notice, request, consent, order, approval, bond, debenture,
      note or other evidence of indebtedness or other paper or document, unless
      requested in writing to do so by one or more Holders, but the Institutional
      Trustee may make such further inquiry or investigation into such facts or
      matters as it may see fit;

     

    (i)    

     

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

     

    (j)    

     

    whenever
      in the administration of this Declaration the Institutional Trustee shall deem
      it desirable to receive instructions with respect to enforcing any remedy or
      right or taking any other action hereunder the Institutional Trustee
      (i) may request instructions from the Holders of the Capital Securities
      which instructions may only be given by the Holders of the same proportion
      in
      liquidation amount of the Capital Securities as would be entitled to direct
      the
      Institutional Trustee under the terms of the Capital Securities in respect
      of
      such remedy, right or action, (ii) may refrain from enforcing such remedy
      or right or taking such other action until such instructions are received,
      and
      (iii) shall be fully protected in acting in accordance with such
      instructions;

     

    (k)    

     

    except
      as
      otherwise expressly provided in this Declaration, the Institutional Trustee
      shall not be under any obligation to take any action that is discretionary
      under
      the provisions of this Declaration;

     

    (l)    

     

    when
      the
      Institutional Trustee incurs expenses or renders services in connection with
      a
      Bankruptcy Event, such expenses (including the fees and expenses of its counsel)
      and the compensation for such services are intended to constitute expenses
      of
      administration under any bankruptcy law or law relating to creditors rights
      generally;

     

    (m)    

     

    the
      Institutional Trustee shall not be charged with knowledge of an Event of Default
      unless a Responsible Officer of the Institutional Trustee obtains actual
      knowledge of such event or the Institutional Trustee receives written notice
      of
      such event from any Holder, the Sponsor or the Debenture Trustee;

     

    (n)    

     

    any
      action taken by the Institutional Trustee or its agents hereunder shall bind
      the
      Trust and the Holders of the Securities, and the signature of the Institutional
      Trustee or its agents alone shall be sufficient and effective to perform any
      such action and no third party shall be required to inquire as to the authority
      of the Institutional Trustee to so act or as to its compliance with any of
      the
      terms and provisions of this Declaration, both of which shall be conclusively
      evidenced by the Institutional Trustee’s or its agent’s taking such action;
      and

     

    (o)    

     

    no
      provision of this Declaration shall be deemed to impose any duty or obligation
      on the Institutional Trustee to perform any act or acts or exercise any right,
      power, duty or obligation conferred or imposed on it, in any jurisdiction in
      which it shall be illegal, or in which the Institutional Trustee shall be
      unqualified or incompetent in accordance with applicable law, to perform any
      such act or acts, or to exercise any such right, power, duty or
      obligation.  No permissive power or authority available to the
      Institutional Trustee shall be construed to be a duty.

     

    Section
      2.11.  Delaware
      Trustee.  

     

    Notwithstanding
      any other provision of this Declaration other than Section 4.1, the Delaware
      Trustee shall not be entitled to exercise any powers, nor shall the Delaware
      Trustee have any of the duties and responsibilities of any of the Trustees
      or
      the Administrators described in this Declaration (except as may be required
      under the Statutory Trust Act).  Except as set forth in Section 4.1,
      the Delaware Trustee shall be a Trustee for the sole and limited purpose of
      fulfilling the requirements of § 3807 of the Statutory Trust Act.

     

    Section
      2.12.  Execution
      of Documents.  

     

    Unless
      otherwise determined in writing by the Institutional Trustee, and except as
      otherwise required by the Statutory Trust Act, the Institutional Trustee, or
      any
      one or more of the Administrators, as the case may be, is authorized to execute
      on behalf of the Trust any documents that the Trustees or the Administrators,
      as
      the case may be, have the power and authority to execute pursuant to Section
      2.6.

     

    Section
      2.13.  Not
      Responsible for Recitals or Issuance of
      Securities.  

     

    The
      recitals contained in this Declaration and the Securities shall be taken as
      the
      statements of the Sponsor, and the Trustees do not assume any responsibility
      for
      their correctness.  The Trustees make no representations as to the
      value or condition of the property of the Trust or any part
      thereof.  The Trustees make no representations as to the validity or
      sufficiency of this Declaration, the Debentures or the Securities.

     

    Section
      2.14.  Duration
      of Trust.  

     

    The
      Trust, unless earlier dissolved pursuant to the provisions of Article VII
      hereof, shall be in existence for 35 years from the Closing Date.

     

    Section
      2.15.  Mergers.

     

    (a)    

     

    The
      Trust
      may not consolidate, amalgamate, merge with or into, or be replaced by, or
      convey, transfer or lease its properties and assets substantially as an entirety
      to any corporation or other body, except as described in Section 2.15(b) and
      (c)
      and except in connection with the liquidation of the Trust and the distribution
      of the Debentures to Holders of Securities pursuant to Section 7.1(a)(iv) of
      the
      Declaration or Section 4 of Annex I.

     

    (b)    

     

    The
      Trust
      may, with the consent of the Institutional Trustee and without the consent
      of
      the Holders of the Capital Securities, consolidate, amalgamate, merge with
      or
      into, or be replaced by a trust organized as such under the laws of any state;
      provided that:

     

    (i)    

     

    if
      the
      Trust is not the surviving entity, such successor entity (the “Successor
      Entity”) either:

     

    (A)    

     

    expressly
      assumes all of the obligations of the Trust under the Securities;
      or

     

    (B)    

     

    substitutes
      for the Securities other securities having substantially the same terms as
      the
      Securities (the “Successor Securities”) so that the Successor Securities
      rank the same as the Securities rank with respect to Distributions and payments
      upon Liquidation, redemption and otherwise;

     

    (ii)    

     

    the
      Sponsor expressly appoints a trustee of the Successor Entity that possesses
      substantially the same powers and duties as the Institutional Trustee as the
      Holder of the Debentures;

     

    (iii)    

     

    such
      merger, consolidation, amalgamation or replacement does not adversely affect
      the
      rights, preferences and privileges of the Holders of the Securities (including
      any Successor Securities) in any material respect;

     

    (iv)    

     

    the
      Institutional Trustee receives written confirmation from Moody’s Investor
      Services, Inc. and any other nationally recognized statistical rating
      organization that rates securities issued by the initial purchaser of the
      Capital Securities that it will not reduce or withdraw the rating of any such
      securities because of such merger, conversion, consolidation, amalgamation
      or
      replacement;

     

    (v)    

     

    such
      Successor Entity has a purpose substantially identical to that of the
      Trust;

     

    (vi)    

     

    prior
      to
      such merger, consolidation, amalgamation or replacement, the Trust has received
      an opinion of a nationally recognized independent counsel to the Trust
      experienced in such matters to the effect that:

     

    (A)    

     

    such
      merger, consolidation, amalgamation or replacement does not adversely affect
      the
      rights, preferences and privileges of the Holders of the Securities (including
      any Successor Securities) in any material respect;

     

    (B)    

     

    following
      such merger, consolidation, amalgamation or replacement, neither the Trust
      nor
      the Successor Entity will be required to register as an Investment Company;
      and

     

    (C)    

     

    following
      such merger, consolidation, amalgamation or replacement, the Trust (or the
      Successor Entity) will continue to be classified as a “grantor trust” for United
      States federal income tax purposes;

     

    (vii)    

     

    the
      Sponsor guarantees the obligations of such Successor Entity under the Successor
      Securities at least to the extent provided by the Guarantee;

     

    (viii)    

     

    the
      Sponsor owns 100% of the common securities of any Successor Entity;
      and

     

    (ix)    

     

    prior
      to
      such merger, consolidation, amalgamation or replacement, the Institutional
      Trustee shall have received an Officers’ Certificate of the Administrators and
      an opinion of counsel, each to the effect that all conditions precedent under
      this Section 2.15(b) to such transaction have been satisfied.

     

    (c)    

     

    Notwithstanding
      Section 2.15(b), the Trust shall not, except with the consent of Holders of
      100%
      in aggregate liquidation amount of the Securities, consolidate, amalgamate,
      merge with or into, or be replaced by any other entity or permit any other
      entity to consolidate, amalgamate, merge with or into, or replace it if such
      consolidation, amalgamation, merger or replacement would cause the Trust or
      Successor Entity to be classified as other than a grantor trust for United
      States federal income tax purposes.

     

    ARTICLE
      III

     

    


     

    SPONSOR

     

    Section
      3.1.  Sponsor’s
      Purchase of Common Securities.  

     

    On
      the
      Closing Date, the Sponsor will purchase all of the Common Securities issued
      by
      the Trust in an amount at least equal to 3% of the capital of the Trust, at
      the
      same time as the Capital Securities are sold.

     

    Section
      3.2.  Responsibilities
      of the Sponsor.  

     

    In
      connection with the issue and sale of the Capital Securities, the Sponsor shall
      have the exclusive right and responsibility to engage in, or direct the
      Administrators to engage in, the following activities:

     

    (a)    

     

    to
      determine the States in which to take appropriate action to qualify the Trust
      or
      to qualify or register for sale all or part of the Capital Securities and to
      do
      any and all such acts, other than actions which must be taken by the Trust,
      and
      advise the Trust of actions it must take, and prepare for execution and filing
      any documents to be executed and filed by the Trust, as the Sponsor deems
      necessary or advisable in order to comply with the applicable laws of any such
      States, to protect the limited liability of the Holders of the Capital
      Securities or to enable the Trust to effect the purposes for which it was
      created; and

     

    (b)    

     

    to
      negotiate the terms of and/or execute on behalf of the Trust, the Placement
      Agreement and other related agreements providing for the sale of the Capital
      Securities.

     

    Section
      3.3.  Expenses.  

     

    In
      connection with the offering, sale and issuance of the Debentures to the Trust
      and in connection with the sale of the Securities by the Trust, the Sponsor,
      in
      its capacity as Debenture Issuer, shall:

     

    (a)    pay
      all reasonable costs and expenses owing to the Debenture Trustee pursuant to
      Section 6.6 of the Indenture;

     

    (b)    be
      responsible for and shall pay all debts and obligations (other than with respect
      to the Securities) and all costs and expenses of the Trust, the offering, sale
      and issuance of the Securities (including fees to the placement agents in
      connection therewith), the costs and expenses (including reasonable counsel
      fees
      and expenses) of the Institutional Trustee and the Administrators, the costs
      and
      expenses relating to the operation of the Trust, including, without limitation,
      costs and expenses of accountants, attorneys, statistical or bookkeeping
      services, expenses for printing and engraving and computing or accounting
      equipment, Paying Agents, Registrars, Transfer Agents, duplicating, travel
      and
      telephone and other telecommunications expenses and costs and expenses incurred
      in connection with the acquisition, financing, and disposition of Trust assets
      and the enforcement by the Institutional Trustee of the rights of the Holders
      (for purposes of clarification, this Section 3.3(b) does not contemplate the
      payment by the Sponsor of acceptance or annual administration fees owing to
      the
      Trustees pursuant to the services to be provided by the Trustees under this
      Declaration or the fees and expenses of the Trustees’ counsel in connection with
      the closing of the transactions contemplated by this Declaration);
      and

     

    (c)    

     

    pay
      any
      and all taxes (other than United States withholding taxes attributable to the
      Trust or its assets) and all liabilities, costs and expenses with respect to
      such taxes of the Trust.

     

    The
      Sponsor’s obligations under this Section 3.3 shall be for the benefit of,
      and shall be enforceable by, any Person to whom such debts, obligations, costs,
      expenses and taxes are owed (a “Creditor”) whether or not such Creditor
      has received notice hereof.  Any such Creditor may enforce the
      Sponsor’s obligations under this Section 3.3 directly against the Sponsor
      and the Sponsor irrevocably waives any right or remedy to require that any
      such
      Creditor take any action against the Trust or any other Person before proceeding
      against the Sponsor.  The Sponsor agrees to execute such additional
      agreements as may be necessary or desirable in order to give full effect to
      the
      provisions of this Section 3.3.

     

    Section
      3.4.  Right
      to Proceed.  

     

    The
      Sponsor acknowledges the rights of Holders to institute a Direct Action as
      set
      forth in Section 2.8(d) hereto.

     

    ARTICLE
      IV

     

    


     

    INSTITUTIONAL
      TRUSTEE AND ADMINISTRATORS

     

    Section
      4.1.  Number
      of Trustees.  

     

    The
      number of Trustees shall initially be two, and;

     

    (a)  at
      any
      time before the issuance of any Securities, the Sponsor may, by written
      instrument, increase or decrease the number of Trustees; and

     

    (b)  after
      the
      issuance of any Securities, the number of Trustees may be increased or decreased
      by vote of the Holder of a Majority in liquidation amount of the Common
      Securities voting as a class at a meeting of the Holder of the Common
      Securities; provided, however, that there shall be a Delaware
      Trustee if required by Section 4.2; and there shall always be one Trustee who
      shall be the Institutional Trustee, and such Trustee may also serve as Delaware
      Trustee if it meets the applicable requirements, in which case Section 2.11
      shall have no application to such entity in its capacity as Institutional
      Trustee.

     

    Section
      4.2.  Delaware
      Trustee; Eligibility.

     

    (a)    

     

    If
      required by the Statutory Trust Act, one Trustee (the “Delaware Trustee”) shall
      be:

     

    (i)    

     

    a
      natural
      person at least 21 years of age who is a resident of the State of Delaware;
      or

     

    (ii)    

     

    if
      not a
      natural person, an entity which is organized under the laws of the United States
      or any state thereof or the District of Columbia, has its principal place of
      business in the State of Delaware, and otherwise meets the requirements of
      applicable law, including § 3807 of the Statutory Trust Act.

     

    (b)    

     

    The
      initial Delaware Trustee shall be Wilmington Trust Company.

     

    Section
      4.3.  Institutional
      Trustee; Eligibility.

     

    (a)    

     

    There
      shall at all times be one Trustee which shall:

     

    (i)    

     

    not
      be an
      Affiliate of the Sponsor;

     

    (ii)    

     

    not
      offer
      or provide credit or credit enhancement to the Trust; and

     

    (iii)    

     

    be
      a
      banking corporation or trust company organized and doing business under the
      laws
      of the United States of America or any state thereof or the District of
      Columbia, authorized under such laws to exercise corporate trust powers, having
      a combined capital and surplus of at least 50 million U.S. dollars
      ($50,000,000.00), and subject to supervision or examination by Federal, state,
      or District of Columbia authority.  If such corporation publishes
      reports of condition at least annually, pursuant to law or to the requirements
      of the supervising or examining authority referred to above, then for the
      purposes of this Section 4.3(a)(iii), the combined capital and surplus of such
      corporation shall be deemed to be its combined capital and surplus as set forth
      in its most recent report of condition so published.

     

    (b)    

     

    If
      at any
      time the Institutional Trustee shall cease to be eligible to so act under
      Section 4.3(a), the Institutional Trustee shall immediately resign in the manner
      and with the effect set forth in Section 4.5.

     

    (c)    

     

    If
      the
      Institutional Trustee has or shall acquire any “conflicting interest” within the
      meaning of Section 310(b) of the Trust Indenture Act of 1939, as amended, the
      Institutional Trustee shall either eliminate such interest or resign, to the
      extent and in the manner provided by, and subject to this
      Declaration.

     

    (d)    

     

    The
      initial Institutional Trustee shall be Wilmington Trust Company.

     

    Section
      4.4.  Administrators.  

     

    Each
      Administrator shall be a U.S. Person, 21 years of age or older and authorized
      to
      bind the Sponsor.  The initial Administrators shall be Richard C.
      White, Alan A. Wing and Stephen P. Marsh.  There shall at
      all times be at least one Administrator.  Except where a requirement
      for action by a specific number of Administrators is expressly set forth in
      this
      Declaration and except with respect to any action the taking of which is the
      subject of a meeting of the Administrators, any action required or permitted
      to
      be taken by the Administrators may be taken by, and any power of the
      Administrators may be exercised by, or with the consent of, any one such
      Administrator.

     

    Section
      4.5.  Appointment,
      Removal and Resignation of Trustees and
      Administrators.  

     

    (a)    

     

    No
      resignation or removal of any Trustee (the “Relevant Trustee”) and no
      appointment of a successor Trustee pursuant to this Article shall become
      effective until the acceptance of appointment by the successor Trustee in
      accordance with the applicable requirements of this Section 4.5.

     

    (b)    

     

    Subject
      to Section 4.5(a), a Relevant Trustee may resign at any time by giving written
      notice thereof to the Holders of the Securities and by appointing a successor
      Relevant Trustee.  Upon the resignation of the Institutional Trustee,
      the Institutional Trustee shall appoint a successor by requesting from at least
      three Persons meeting the eligibility requirements their expenses and charges
      to
      serve as the successor Institutional Trustee on a form provided by the
      Administrators, and selecting the Person who agrees to the lowest expense and
      charges (the “Successor Institutional Trustee”).  If the instrument of
      acceptance by the successor Relevant Trustee required by this Section 4.5 shall
      not have been delivered to the Relevant Trustee within 60 days after the giving
      of such notice of resignation or delivery of the instrument of removal, the
      Relevant Trustee may petition, at the expense of the Trust, any federal, state
      or District of Columbia court of competent jurisdiction for the appointment
      of a
      successor Relevant Trustee.  Such court may thereupon, after
      prescribing such notice, if any, as it may deem proper, appoint a Relevant
      Trustee. The Institutional Trustee shall have no liability for the selection
      of
      such successor pursuant to this Section 4.5.

     

    (c)    

     

    Unless
      an
      Event of Default shall have occurred and be continuing, any Trustee may be
      removed at any time by an act of the Holders of a Majority in liquidation amount
      of the Common Securities.  If any Trustee shall be so removed, the
      Holders of the Common Securities, by act of the Holders of a Majority in
      liquidation amount of the Common Securities delivered to the Relevant Trustee,
      shall promptly appoint a successor Relevant Trustee, and such successor Trustee
      shall comply with the applicable requirements of this Section 4.5.  If
      an Event of Default shall have occurred and be continuing, the Institutional
      Trustee or the Delaware Trustee, or both of them, may be removed by the act
      of
      the Holders of a Majority in liquidation amount of the Capital Securities,
      delivered to the Relevant Trustee (in its individual capacity and on behalf
      of
      the Trust).  If any Trustee shall be so removed, the Holders of
      Capital Securities, by act of the Holders of a Majority in liquidation amount
      of
      the Capital Securities then outstanding delivered to the Relevant Trustee,
      shall
      promptly appoint a successor Relevant Trustee or Trustees, and such successor
      Trustee shall comply with the applicable requirements of this Section
      4.5.  If no successor Relevant Trustee shall have been so appointed by
      the Holders of a Majority in liquidation amount of the Capital Securities and
      accepted appointment in the manner required by this Section 4.5 within 30 days
      after delivery of an instrument of removal, the Relevant Trustee or any Holder
      who has been a Holder of the Securities for at least six months may, on behalf
      of himself and all others similarly situated, petition any federal, state or
      District of Columbia court of competent jurisdiction for the appointment of
      a
      successor Relevant Trustee.  Such court may thereupon, after
      prescribing such notice, if any, as it may deem proper, appoint a successor
      Relevant Trustee or Trustees.

     

    (d)    

     

    The
      Institutional Trustee shall give notice of each resignation and each removal
      of
      a Trustee and each appointment of a successor Trustee to all Holders and to
      the
      Sponsor.  Each notice shall include the name of the successor Relevant
      Trustee and the address of its Corporate Trust Office if it is the Institutional
      Trustee.

     

    (e)    

     

    Notwithstanding
      the foregoing or any other provision of this Declaration, in the event a
      Delaware Trustee who is a natural person dies or is adjudged by a court to
      have
      become incompetent or incapacitated, the vacancy created by such death,
      incompetence or incapacity may be filled by the Institutional Trustee following
      the procedures in this  Section 4.5 (with the successor being a Person
      who satisfies the eligibility requirement for a Delaware Trustee set forth
      in
      this Declaration) (the “Successor Delaware Trustee”).

     

    (f)    

     

    In
      case
      of the appointment hereunder of a successor Relevant Trustee, the retiring
      Relevant Trustee and each successor Relevant Trustee with respect to the
      Securities shall execute and deliver an amendment hereto wherein each successor
      Relevant 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, each successor Relevant Trustee all the rights, powers, trusts
      and duties of the retiring Relevant Trustee with respect to the Securities
      and
      the Trust and (b) shall add to or change any of the provisions of this
      Declaration as shall be necessary to provide for or facilitate the
      administration of the Trust by more than one Relevant Trustee, it being
      understood that nothing herein or in such amendment shall constitute such
      Relevant Trustees co-trustees and upon the execution and delivery of such
      amendment the resignation or removal of the retiring Relevant Trustee shall
      become effective to the extent provided therein and each such successor Relevant
      Trustee, without any further act, deed or conveyance, shall become vested with
      all the rights, powers, trusts and duties of the retiring Relevant Trustee;
      but,
      on request of the Trust or any successor Relevant Trustee, such retiring
      Relevant Trustee shall duly assign, transfer and deliver to such successor
      Relevant Trustee all Trust Property, all proceeds thereof and money held by
      such
      retiring Relevant Trustee hereunder with respect to the Securities and the
      Trust
      subject to the payment of all unpaid fees, expenses and indemnities of such
      retiring Relevant Trustee.

     

    (g)    

     

    No
      Institutional Trustee or Delaware Trustee shall be liable for the acts or
      omissions to act of any Successor Institutional Trustee or Successor Delaware
      Trustee, as the case may be.

     

    (h)    

     

    The
      Holders of the Capital Securities will have no right to vote to appoint, remove
      or replace the Administrators, which voting rights are vested exclusively in
      the
      Holders of the Common Securities.

     

    (i)    

     

    Any
      successor Delaware Trustee shall file an amendment to the Certificate of Trust
      with the Secretary of State of the State of Delaware identifying the name and
      principal place of business of such Delaware Trustee in the State of
      Delaware.

     

    Section
      4.6.  Vacancies
      Among Trustees.  

     

    If
      a
      Trustee ceases to hold office for any reason and the number of Trustees is
      not
      reduced pursuant to Section 4.1, a vacancy shall occur.  A resolution
      certifying the existence of such vacancy by the Trustees or, if there are more
      than two, a majority of the Trustees, shall be conclusive evidence of the
      existence of such vacancy.  The vacancy shall be filled with a Trustee
      appointed in accordance with Section 4.5.

     

    Section
      4.7.  Effect
      of Vacancies.  

     

    The
      death, resignation, retirement, removal, bankruptcy, dissolution, liquidation,
      incompetence or incapacity to perform the duties of a Trustee shall not operate
      to dissolve, terminate or annul the Trust or terminate this
      Declaration.  Whenever a vacancy in the number of Trustees shall
      occur, until such vacancy is filled by the appointment of a Trustee in
      accordance with Section 4.5, the Institutional Trustee shall have all the powers
      granted to the Trustees and shall discharge all the duties imposed upon the
      Trustees by this Declaration.

     

    Section
      4.8.  Meetings
      of the Trustees and the Administrators.  

     

    Meetings
      of the Administrators shall be held from time to time upon the call of an
      Administrator.  Regular meetings of the Administrators may be held in
      person in the United States or by telephone, at a place (if applicable) and
      time
      fixed by resolution of the Administrators.  Notice of any in-person
      meetings of the Trustees with the Administrators or meetings of the
      Administrators shall be hand delivered or otherwise delivered in writing
      (including by facsimile, with a hard copy by overnight courier) not less than
      48 hours before such meeting.  Notice of any telephonic meetings
      of the Trustees with the Administrators or meetings of the Administrators or
      any
      committee thereof shall be hand delivered or otherwise delivered in writing
      (including by facsimile, with a hard copy by overnight courier) not less than
      24 hours before a meeting.  Notices shall contain a brief
      statement of the time, place and anticipated purposes of the
      meeting.  The presence (whether in person or by telephone) of a
      Trustee or an Administrator, as the case may be, at a meeting shall constitute
      a
      waiver of notice of such meeting except where the Trustee or an Administrator,
      as the case may be, attends a meeting for the express purpose of objecting
      to
      the transaction of any activity on the grounds that the meeting has not been
      lawfully called or convened.  Unless provided otherwise in this
      Declaration, any action of the Trustees or the Administrators, as the case
      may
      be, may be taken at a meeting by vote of a majority of the Trustees or the
      Administrators present (whether in person or by telephone) and eligible to
      vote
      with respect to such matter, provided that a Quorum is present, or without
      a
      meeting by the unanimous written consent of the Trustees or the
      Administrators.  Meetings of the Trustees and the Administrators
      together shall be held from time to time upon the call of any Trustee or an
      Administrator.

     

    Section
      4.9.  Delegation
      of Power.

     

    (a)    

     

    Any
      Administrator may, by power of attorney consistent with applicable law, delegate
      to any other natural person over the age of 21 that is a U.S. Person his or
      her
      power for the purpose of executing any documents contemplated in Section 2.6;
      and

     

    (b)    

     

    the
      Administrators shall have power to delegate from time to time to such of their
      number the doing of such things and the execution of such instruments either
      in
      the name of the Trust or the names of the Administrators or otherwise as the
      Administrators may deem expedient, to the extent such delegation is not
      prohibited by applicable law or contrary to the provisions of the Trust, as
      set
      forth herein.

     

    Section
      4.10.  Conversion,
      Consolidation or Succession to Business.  

     

    Any
      Person into which the Institutional Trustee or the Delaware 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
      Institutional Trustee or the Delaware Trustee shall be a party, or any Person
      succeeding to all or substantially all the corporate trust business of the
      Institutional Trustee or the Delaware Trustee shall be the successor of the
      Institutional Trustee or the Delaware Trustee hereunder, provided such Person
      shall be otherwise qualified and eligible under this Article and,
provided, further, that such Person shall file an amendment to the
      Certificate of Trust with the Secretary of State of the State of Delaware as
      contemplated in Section 4.5(i).

     

    ARTICLE
      V

     

    


     

    DISTRIBUTIONS

     

    Section
      5.1.  Distributions.  

     

    Holders
      shall receive Distributions in accordance with the applicable terms of the
      relevant Holder’s Securities. Distributions shall be made on the Capital
      Securities and the Common Securities in accordance with the preferences set
      forth in their respective terms.  If and to the extent that the
      Debenture Issuer makes a payment of Interest or any principal on the Debentures
      held by the Institutional Trustee, the Institutional Trustee shall and is
      directed, to the extent funds are available for that purpose, to make a
      distribution (a “Distribution”) of such amounts to Holders.

     

    ARTICLE
      VI

     

    


     

    ISSUANCE
      OF SECURITIES

     

    Section
      6.1.  General
      Provisions Regarding Securities.

     

    (a)    

     

    The
      Administrators shall, on behalf of the Trust, issue one series of capital
      securities substantially in the form of Exhibit A-1 representing undivided
      beneficial interests in the assets of the Trust having such terms as are set
      forth in Annex I and one series of common securities representing undivided
      beneficial interests in the assets of the Trust having such terms as are set
      forth in Annex I.  The Trust shall issue no securities or other
      interests in the assets of the Trust other than the Capital Securities and
      the
      Common Securities.  The Capital Securities rank pari passu
      to, and payment thereon shall be made Pro Rata with, the Common Securities
      except that, where an Event of Default has occurred and is continuing, the
      rights of Holders of the Common Securities to payment in respect of
      Distributions and payments upon liquidation, redemption and otherwise are
      subordinated to the rights to payment of the Holders of the Capital Securities
      as set forth in Annex I.

     

    (b)    

     

    The
      Certificates shall be signed on behalf of the Trust by one or more
      Administrators. Such signature shall be the facsimile or manual signature of
      any
      Administrator.  In case any Administrator of the Trust who shall have
      signed any of the Securities shall cease to be such Administrator before the
      Certificates so signed shall be delivered by the Trust, such Certificates
      nevertheless may be delivered as though the person who signed such Certificates
      had not ceased to be such Administrator, and any Certificate may be signed
      on
      behalf of the Trust by such persons who, at the actual date of execution of
      such
      Security, shall be an Administrator of the Trust, although at the date of the
      execution and delivery of the Declaration any such person was not such an
      Administrator.  A Capital Security shall not be valid until
      authenticated by the facsimile or manual signature of an Authorized Officer
      of
      the Institutional Trustee.  Such signature shall be conclusive
      evidence that the Capital Security has been authenticated under this
      Declaration.  Upon written order of the Trust signed by one
      Administrator, the Institutional Trustee shall authenticate the Capital
      Securities for original issue.  The Institutional Trustee may appoint
      an authenticating agent that is a U.S. Person acceptable to the Trust to
      authenticate the Capital Securities.  A Common Security need not be so
      authenticated.

     

    (c)    

     

    The
      consideration received by the Trust for the issuance of the Securities shall
      constitute a contribution to the capital of the Trust and shall not constitute
      a
      loan to the Trust.

     

    (d)    

     

    Upon
      issuance of the Securities as provided in this Declaration, the Securities
      so
      issued shall be deemed to be validly issued, fully paid and, except as provided
      in Section 9.1(b) with respect to the Common Securities,
      non-assessable.

     

    (e)    

     

    Every
      Person, by virtue of having become a Holder in accordance with the terms of
      this
      Declaration, shall be deemed to have expressly assented and agreed to the terms
      of, and shall be bound by, this Declaration and the Guarantee.

     

    Section
      6.2.  Paying
      Agent, Transfer Agent and Registrar.  

     

    The
      Trust
      shall maintain in Wilmington, Delaware, an office or agency where the Capital
      Securities may be presented for payment (“Paying Agent”), and an office
      or agency where Securities may be presented for registration of transfer or
      exchange (the “Transfer Agent”).  The Trust shall keep or cause
      to be kept at such office or agency a register for the purpose of registering
      Securities, transfers and exchanges of Securities, such register to be held
      by a
      registrar (the “Registrar”).  The Administrators may appoint
      the Paying Agent, the Registrar and the Transfer Agent and may appoint one
      or
      more additional Paying Agents or one or more co-Registrars, or one or more
      co-Transfer Agents in such other locations as it shall determine.  The
      term “Paying Agent” includes any additional paying agent, the term
“Registrar” includes any additional registrar or co-Registrar and the
      term “Transfer Agent” includes any additional transfer
      agent.  The Administrators may change any Paying Agent, Transfer Agent
      or Registrar at any time without prior notice to any Holder.  The
      Administrators shall notify the Institutional Trustee of the name and address
      of
      any Paying Agent, Transfer Agent and Registrar not a party to this
      Declaration.  The Administrators hereby initially appoint the
      Institutional Trustee to act as Paying Agent, Transfer Agent and Registrar
      for
      the Capital Securities and the Common Securities.  The Institutional
      Trustee or any of its Affiliates in the United States may act as Paying Agent,
      Transfer Agent or Registrar.

     

    Section
      6.3.  Form
      and Dating.  

     

    The
      Capital Securities and the Institutional Trustee’s certificate of authentication
      thereon shall be substantially in the form of Exhibit A-1, and the Common
      Securities shall be substantially in the form of Exhibit A-2, each of which
      is hereby incorporated in and expressly made a part of this
      Declaration.  Certificates may be typed, printed, lithographed or
      engraved or may be produced in any other manner as is reasonably acceptable
      to
      the Administrators, as conclusively evidenced by their execution
      thereof.  The Securities may have letters, numbers, notations or other
      marks of identification or designation and such legends or endorsements required
      by law, stock exchange rule, agreements to which the Trust is subject if any,
      or
      usage (provided that any such notation, legend or endorsement is in a form
      acceptable to the Sponsor).  The Trust at the direction of the Sponsor
      shall furnish any such legend not contained in Exhibit A-1 to the
      Institutional Trustee in writing.  Each Capital Security shall be
      dated on or before the date of its authentication.  The terms and
      provisions of the Securities set forth in Annex I and the forms of Securities
      set forth in Exhibits A-1 and A-2 are part of the terms of this Declaration
      and to the extent applicable, the Institutional Trustee, the Delaware Trustee,
      the Administrators and the Sponsor, by their execution and delivery of this
      Declaration, expressly agree to such terms and provisions and to be bound
      thereby.  Capital Securities will be issued only in blocks having a
      stated liquidation amount of not less than $100,000.00 and any multiple of
      $1,000.00 in excess thereof.

     

    The
      Capital Securities are being offered and sold by the Trust pursuant to the
      Placement Agreement in definitive, registered form without coupons and with
      the
      Restricted Securities Legend.

     

    Section
      6.4.  Mutilated,
      Destroyed, Lost or Stolen Certificates.

     

    If:

     

    (a)    

     

    any
      mutilated Certificates should be surrendered to the Registrar, or if the
      Registrar shall receive evidence to its satisfaction of the destruction, loss
      or
      theft of any Certificate; and

     

    (b)    

     

    there
      shall be delivered to the Registrar, the Administrators and the Institutional
      Trustee such security or indemnity as may be required by them to keep each
      of
      them harmless;

     

    then,
      in
      the absence of notice that such Certificate shall have been acquired by a
      protected purchaser, an Administrator on behalf of the Trust shall execute
      (and
      in the case of a Capital Security Certificate, the Institutional Trustee shall
      authenticate) and deliver, in exchange for or in lieu of any such mutilated,
      destroyed, lost or stolen Certificate, a new Certificate of like
      denomination.  In connection with the issuance of any new Certificate
      under this Section 6.4, the Registrar or the Administrators may require the
      payment of a sum sufficient to cover any tax or other governmental charge that
      may be imposed in connection therewith.  Any duplicate Certificate
      issued pursuant to this Section shall constitute conclusive evidence of an
      ownership interest in the relevant Securities, as if originally issued, whether
      or not the lost, stolen or destroyed Certificate shall be found at any
      time.

     

    Section
      6.5.  Temporary
      Securities.  

     

    Until
      definitive Securities are ready for delivery, the Administrators may prepare
      and, in the case of the Capital Securities, the Institutional Trustee shall
      authenticate, temporary Securities.  Temporary Securities shall be
      substantially in the form of definitive Securities but may have variations
      that
      the Administrators consider appropriate for temporary
      Securities.  Without unreasonable delay, the Administrators shall
      prepare and, in the case of the Capital Securities, the Institutional Trustee
      shall authenticate, definitive Securities in exchange for temporary
      Securities.

     

    Section
      6.6.  Cancellation.  

     

    The
      Administrators at any time may deliver Securities to the Institutional Trustee
      for cancellation.  The Registrar shall forward to the Institutional
      Trustee any Securities surrendered to it for registration of transfer,
      redemption or payment.  The Institutional Trustee shall promptly
      cancel all Securities surrendered for registration of transfer, payment,
      replacement or cancellation and shall dispose of such canceled Securities as
      the
      Administrators direct.  The Administrators may not issue new
      Securities to replace Securities that have been paid or that have been delivered
      to the Institutional Trustee for cancellation.

     

    Section
      6.7.  Rights
      of Holders; Waivers of Past Defaults.

     

    (a)    

     

    The
      legal
      title to the Trust Property is vested exclusively in the Institutional Trustee
      (in its capacity as such) in accordance with Section 2.5, and the Holders shall
      not have any right or title therein other than the undivided beneficial interest
      in the assets of the Trust conferred by their Securities and they shall have
      no
      right to call for any partition or division of property, profits or rights
      of
      the Trust except as described below.  The Securities shall be personal
      property giving only the rights specifically set forth therein and in this
      Declaration.  The Securities shall have no preemptive or similar
      rights.

     

    (b)    

     

    For
      so
      long as any Capital Securities remain outstanding, if upon an Acceleration
      Event
      of Default, the Debenture Trustee fails or the holders of not less than 25%
      in
      principal amount of the outstanding Debentures fail to declare the principal
      of
      all of the Debentures to be immediately due and payable, the Holders of a
      Majority in liquidation amount of the Capital Securities then outstanding shall
      have the right to make such declaration by a notice in writing to the
      Institutional Trustee, the Sponsor and the Debenture Trustee.

     

    At
      any
      time after a declaration of acceleration with respect to the Debentures has
      been
      made and before a judgment or decree for payment of the money due has been
      obtained by the Debenture Trustee as provided in the Indenture, if the
      Institutional Trustee, subject to the provisions hereof, fails to annul any
      such
      declaration and waive such default, the Holders of a Majority in liquidation
      amount of the Capital Securities, by written notice to the Institutional
      Trustee, the Sponsor and the Debenture Trustee, may rescind and annul such
      declaration and its consequences if:

     

    (i)    

     

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

     

    (A)    

     

    all
      overdue installments of interest on all of the Debentures,

     

    (B)    

     

    any
      accrued Additional Interest on all of the Debentures,

     

    (C)    

     

    the
      principal of (and premium, if any, on) any Debentures that have become due
      otherwise than by such declaration of acceleration and interest and Additional
      Interest thereon at the rate borne by the Debentures, and

     

    (D)    

     

    all
      sums
      paid or advanced by the Debenture Trustee under the Indenture and the reasonable
      compensation, expenses, disbursements and advances of the Debenture Trustee
      and
      the Institutional Trustee, their agents and counsel; and

     

    (ii)    

     

    all
      Events of Default with respect to the Debentures, other than the non-payment
      of
      the principal of the Debentures that has become due solely by such acceleration,
      have been cured or waived as provided in Section 5.7 of the
      Indenture.

     

    The
      Holders of at least a Majority in liquidation amount of the Capital Securities
      may, on behalf of the Holders of all the Capital Securities, waive any past
      default under the Indenture or any Indenture Event of Default, except a default
      or Indenture Event of Default in the payment of principal or interest on the
      Debentures (unless such default or Indenture Event of 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 Debenture Trustee)
      or
      a default under the Indenture or an Indenture Event of Default in respect of
      a
      covenant or provision that under the Indenture cannot be modified or amended
      without the consent of the holder of each outstanding Debenture.  No
      such rescission shall affect any subsequent default or impair any right
      consequent thereon.

     

    Upon
      receipt by the Institutional Trustee of written notice declaring such an
      acceleration, or rescission and annulment thereof, by Holders of any part of
      the
      Capital Securities, a record date shall be established for determining Holders
      of outstanding Capital Securities entitled to join in such notice, which record
      date shall be at the close of business on the day the Institutional Trustee
      receives such notice.  The Holders on such record date, or their duly
      designated proxies, and only such Persons, shall be entitled to join in such
      notice, whether or not such Holders remain Holders after such record date;
      provided, that unless such declaration of acceleration, or rescission and
      annulment, as the case may be, shall have become effective by virtue of the
      requisite percentage having joined in such notice prior to the day that is
      90 days after such record date, such notice of declaration of acceleration,
      or rescission and annulment, as the case may be, shall automatically and without
      further action by any Holder be canceled and of no further
      effect.  Nothing in this paragraph shall prevent a Holder, or a proxy
      of a Holder, from giving, after expiration of such 90-day period, a new written
      notice of declaration of acceleration, or rescission and annulment thereof,
      as
      the case may be, that is identical to a written notice that has been canceled
      pursuant to the proviso to the preceding sentence, in which event a new record
      date shall be established pursuant to the provisions of this Section
      6.7.

     

    (c)    

     

    Except
      as
      otherwise provided in paragraphs (a) and (b) of this Section 6.7, the
      Holders of at least a Majority in liquidation amount of the Capital Securities
      may, on behalf of the Holders of all the Capital Securities, waive any past
      default or Event of Default and its consequences.  Upon such waiver,
      any such default or Event of Default shall cease to exist, and any default
      or
      Event of Default arising therefrom shall be deemed to have been cured, for
      every
      purpose of this Declaration, but no such waiver shall extend to any subsequent
      or other default or Event of Default or impair any right consequent
      thereon.

     

    ARTICLE
      VII

     

    


     

    DISSOLUTION
      AND TERMINATION OF TRUST

     

    Section
      7.1.  Dissolution
      and Termination of Trust.

     

    (a)    

     

    The
      Trust
      shall dissolve on the first to occur of:

     

    (i)    

     

    unless
      earlier dissolved, on December 15, 2042, the expiration of the term of the
      Trust;

     

    (ii)    

     

    upon
      a
      Bankruptcy Event with respect to the Sponsor, the Trust or the Debenture
      Issuer;

     

    (iii)    

     

    upon
      the
      filing of a certificate of dissolution or its equivalent with respect to the
      Sponsor (other than in connection with a merger, consolidation or similar
      transaction not prohibited by the Indenture, this Declaration or the Guarantee,
      as the case may be) or upon the revocation of the charter of the Sponsor and
      the
      expiration of 90 days after the date of revocation without a reinstatement
      thereof;

     

    (iv)    

     

    upon
      the
      distribution of the Debentures to the Holders of the Securities, upon exercise
      of the right of the Holder of all of the outstanding Common Securities to
      dissolve the Trust as provided in Annex I hereto;

     

    (v)    

     

    upon
      the
      entry of a decree of judicial dissolution of the Holder of the Common
      Securities, the Sponsor, the Trust or the Debenture Issuer;

     

    (vi)    

     

    when
      all
      of the Securities shall have been called for redemption and the amounts
      necessary for redemption thereof shall have been paid to the Holders in
      accordance with the terms of the Securities; or

     

    (vii)    

     

    before
      the issuance of any Securities, with the consent of all of the Trustees and
      the
      Sponsor.

     

    (b)    

     

    As
      soon
      as is practicable after the occurrence of an event referred to in Section
      7.1(a), and after satisfaction of liabilities to creditors of the Trust as
      required by applicable law, including of the Statutory Trust Act, and subject
      to
      the terms set forth in Annex I, the Institutional Trustee shall terminate
      the Trust by filing a certificate of cancellation with the Secretary of State
      of
      the State of Delaware.

     

    (c)    

     

    The
      provisions of Section 2.9 and Article IX shall survive the termination
      of the Trust.

     

    ARTICLE
      VIII

     

    


     

    TRANSFER
      OF INTERESTS

     

    Section
      8.1.  General.

     

    (a)    

     

    Subject
      to Section 8.1(c), where Capital Securities are presented to the Registrar
      or a
      co-registrar with a request to register a transfer or to exchange them for
      an
      equal number of Capital Securities represented by different certificates, the
      Registrar shall register the transfer or make the exchange if its requirements
      for such transactions are met.  To permit registrations of transfer
      and exchanges, the Trust shall issue and the Institutional Trustee shall
      authenticate Capital Securities at the Registrar’s request.

     

    (b)    

     

    Upon
      issuance of the Common Securities, the Sponsor shall acquire and retain
      beneficial and record ownership of the Common Securities and for so long as
      the
      Securities remain outstanding, and to the fullest extent permitted by applicable
      law, the Sponsor shall maintain 100% ownership of the Common Securities;
provided, however, that any permitted successor of the Sponsor, in
      its capacity as Debenture Issuer, under the Indenture that is a U.S. Person
      may
      succeed to the Sponsor’s ownership of the Common Securities.

     

    (c)    

     

    Capital
      Securities may only be transferred, in whole or in part, in accordance with
      the
      terms and conditions set forth in this Declaration and in the terms of the
      Securities.  To the fullest extent permitted by applicable law, any
      transfer or purported transfer of any Security not made in accordance with
      this
      Declaration shall be null and void and will be deemed to be of no legal effect
      whatsoever and any such transferee shall be deemed not to be the holder of
      such
      Capital Securities for any purpose, including but not limited to the receipt
      of
      Distributions on such Capital Securities, and such transferee shall be deemed
      to
      have no interest whatsoever in such Capital Securities.

     

    (d)    

     

    The
      Registrar shall provide for the registration of Securities and of transfers
      of
      Securities, which will be effected without charge but only upon payment (with
      such indemnity as the Registrar may require) in respect of any tax or other
      governmental charges that may be imposed in relation to it.  Upon
      surrender for registration of transfer of any Securities, the Registrar shall
      cause one or more new Securities of the same tenor to be issued in the name
      of
      the designated transferee or transferees.  Every Security surrendered
      for registration of transfer shall be accompanied by a written instrument of
      transfer in form satisfactory to the Registrar duly executed by the Holder
      or
      such Holder’s attorney duly authorized in writing.  Each Security
      surrendered for registration of transfer shall be canceled by the Institutional
      Trustee pursuant to Section 6.6.  A transferee of a Security shall be
      entitled to the rights and subject to the obligations of a Holder hereunder
      upon
      the receipt by such transferee of a Security.  By acceptance of a
      Security, each transferee shall be deemed to have agreed to be bound by this
      Declaration.

     

    (e)    

     

    The
      Trust
      shall not be required (i) to issue, register the transfer of, or exchange
      any Securities during a period beginning at the opening of business
      fifteen days before the day of any selection of Securities for redemption
      and ending at the close of business on the earliest date on which the relevant
      notice of redemption is deemed to have been given to all Holders of the
      Securities to be redeemed, or (ii) to register the transfer or exchange of
      any Security so selected for redemption in whole or in part, except the
      unredeemed portion of any Security being redeemed in part.

     

    Section
      8.2.  Transfer
      Procedures and Restrictions.

     

    (a)    

     

    The
      Capital Securities shall bear the Restricted Securities Legend, which shall
      not
      be removed unless there is delivered to the Trust such satisfactory evidence,
      which may include an opinion of counsel satisfactory to the Institutional
      Trustee, as may be reasonably required by the Trust, that neither the legend
      nor
      the restrictions on transfer set forth therein are required to ensure that
      transfers thereof comply with the provisions of the Securities
      Act.  Upon provision of such satisfactory evidence, the Institutional
      Trustee, at the written direction of the Trust, shall authenticate and deliver
      Capital Securities that do not bear the legend.

     

    (b)    

     

    Except
      as
      permitted by Section 8.2(a), each Capital Security shall bear a legend (the
      “Restricted Securities Legend”) in substantially the following form and a
      Capital Security shall not be transferred except in compliance with such legend,
      unless otherwise determined by the Sponsor, upon the advice of counsel expert
      in
      securities law, in accordance with applicable law:

     

    THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
      SECURITIES LAW.  NEITHER THIS SECURITY NOR ANY INTEREST OR
      PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
      ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
      UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
      LAWS.  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
      OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO THE SPONSOR OR
      THE TRUST, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
      EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A PERSON WHOM THE SELLER
      REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING
      THE REQUIREMENTS OF RULE 144A SO LONG AS THIS SECURITY IS ELIGIBLE FOR
      RESALE PURSUANT TO RULE 144A IN ACCORDANCE WITH RULE 144A, (D) TO
      A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
      RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT,
      (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF
      SUBPARAGRAPH (A) OF RULE 501 UNDER THE SECURITIES ACT THAT IS
      ACQUIRING THIS CAPITAL SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF
      SUCH
      AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH
      A
      VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION
      OF THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
      FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
      SPONSOR’S AND THE TRUST’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO
      REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
      INFORMATION SATISFACTORY TO EACH OF THEM IN ACCORDANCE WITH THE DECLARATION
      OF
      TRUST, A COPY OF WHICH MAY BE OBTAINED FROM THE SPONSOR OR THE
      TRUST.  HEDGING TRANSACTIONS INVOLVING THIS SECURITY MAY NOT BE
      CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

     

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

     

    THIS
      SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A
      LIQUIDATION AMOUNT OF NOT LESS THAN $100,000.00 (100 SECURITIES) AND MULTIPLES
      OF $1,000.00 IN EXCESS THEREOF.  ANY ATTEMPTED TRANSFER OF SECURITIES
      IN A BLOCK HAVING A LIQUIDATION AMOUNT OF LESS THAN $100,000.00 SHALL BE DEEMED
      TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.

     

    THE
      HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING
      RESTRICTIONS.

     

    (c)    

     

    To
      permit
      registrations of transfers and exchanges, the Trust shall execute and the
      Institutional Trustee shall authenticate Capital Securities at the Registrar’s
      request.

     

    (d)    

     

    Registrations
      of transfers or exchanges will be effected without charge, but only upon payment
      (with such indemnity as the Registrar or the Sponsor may require) in respect
      of
      any tax or other governmental charge that may be imposed in relation to
      it.

     

    (e)    

     

    All
      Capital Securities issued upon any registration of transfer or exchange pursuant
      to the terms of this Declaration shall evidence the same security and shall
      be
      entitled to the same benefits under this Declaration as the Capital Securities
      surrendered upon such registration of transfer or exchange.

     

    Section
      8.3.  Deemed
      Security Holders.  

     

    The
      Trust, the Administrators, the Trustees, the Paying Agent, the Transfer Agent
      or
      the Registrar may treat the Person in whose name any Certificate shall be
      registered on the books and records of the Trust as the sole holder of such
      Certificate and of the Securities represented by such Certificate for purposes
      of receiving Distributions and for all other purposes whatsoever and,
      accordingly, shall not be bound to recognize any equitable or other claim to
      or
      interest in such Certificate or in the Securities represented by such
      Certificate on the part of any Person, whether or not the Trust, the
      Administrators, the Trustees, the Paying Agent, the Transfer Agent or the
      Registrar shall have actual or other notice thereof.

     

    ARTICLE
      IX

     

    


     

    LIMITATION
      OF LIABILITY OF

     

    HOLDERS
      OF SECURITIES, INSTITUTIONAL TRUSTEE OR OTHERS

     

    Section
      9.1.  Liability.

     

    (a)    

     

    Except
      as
      expressly set forth in this Declaration, the Guarantee and the terms of the
      Securities, the Sponsor shall not be:

     

    (i)    

     

    personally
      liable for the return of any portion of the capital contributions (or any return
      thereon) of the Holders of the Securities which shall be made solely from assets
      of the Trust; or

     

    (ii)    

     

    required
      to pay to the Trust or to any Holder of the Securities any deficit upon
      dissolution of the Trust or otherwise.

     

    (b)    

     

    The
      Holder of the Common Securities shall be liable for all of the debts and
      obligations of the Trust (other than with respect to the Securities) to the
      extent not satisfied out of the Trust’s assets.

     

    (c)    

     

    Pursuant
      to the Statutory Trust Act, the Holders of the Capital Securities shall be
      entitled to the same limitation of personal liability extended to stockholders
      of private corporations for profit organized under the General Corporation
      Law
      of the State of Delaware.

     

    Section
      9.2.  Exculpation.

     

    (a)    

     

    No
      Indemnified Person shall be liable, responsible or accountable in damages or
      otherwise to the Trust or any Covered Person for any loss, damage or claim
      incurred by reason of any act or omission performed or omitted by such
      Indemnified Person in good faith on behalf of the Trust and in a manner such
      Indemnified Person reasonably believed to be within the scope of the authority
      conferred on such Indemnified Person by this Declaration or by law, except
      that
      an Indemnified Person shall be liable for any such loss, damage or claim
      incurred by reason of such Indemnified Person’s negligence or willful misconduct
      with respect to such acts or omissions.

     

    (b)    

     

    An
      Indemnified Person shall be fully protected in relying in good faith upon the
      records of the Trust and upon such information, opinions, reports or statements
      presented to the Trust by any Person as to matters the Indemnified Person
      reasonably believes are within such other Person’s professional or expert
      competence and, if selected by such Indemnified Person, has been selected by
      such Indemnified Person with reasonable care by or on behalf of the Trust,
      including information, opinions, reports or statements as to the value and
      amount of the assets, liabilities, profits, losses, or any other facts pertinent
      to the existence and amount of assets from which Distributions to Holders of
      Securities might properly be paid.

     

    Section
      9.3.  Fiduciary
      Duty.

     

    (a)    

     

    To
      the
      extent that, at law or in equity, an Indemnified Person has duties (including
      fiduciary duties) and liabilities relating thereto to the Trust or to any other
      Covered Person, an Indemnified Person acting under this Declaration shall not
      be
      liable to the Trust or to any other Covered Person for its good faith reliance
      on the provisions of this Declaration.  The provisions of this
      Declaration, to the extent that they restrict the duties and liabilities of
      an
      Indemnified Person otherwise existing at law or in equity, are agreed by the
      parties hereto to replace such other duties and liabilities of the Indemnified
      Person.

     

    (b)    

     

    Whenever
      in this Declaration an Indemnified Person is permitted or required to make
      a
      decision:

     

    (i)    

     

    in
      its
“discretion” or under a grant of similar authority, the Indemnified Person shall
      be entitled to consider such interests and factors as it desires, including
      its
      own interests, and shall have no duty or obligation to give any consideration
      to
      any interest of or factors affecting the Trust or any other Person;
      or

     

    (ii)    

     

    in
      its
“good faith” or under another express standard, the Indemnified Person shall act
      under such express standard and shall not be subject to any other or different
      standard imposed by this Declaration or by applicable law.

     

    Section
      9.4.  Indemnification.

     

    (a)    

     

    The
      Sponsor shall indemnify, to the full extent permitted by law, any Indemnified
      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 Trust) arising out of or in connection with the acceptance or
      administration of this Declaration by reason of the fact that he is or was
      an
      Indemnified Person against expenses (including reasonable attorneys’ fees and
      expenses), judgments, fines and amounts paid in settlement actually and
      reasonably incurred by him in connection with such action, suit or proceeding
      if
      he acted in good faith and in a manner he reasonably believed to be in or not
      opposed to the best interests of the Trust, and, with respect to any criminal
      action or proceeding, had no reasonable cause to believe his conduct was
      unlawful.  The termination of any action, suit or proceeding by
      judgment, order, settlement, conviction, or upon a plea of nolo
      contendere or its equivalent, shall not, of itself, create a presumption
      that the Indemnified Person did not act in good faith and in a manner which
      he
      reasonably believed to be in or not opposed to the best interests of the Trust,
      and, with respect to any criminal action or proceeding, had reasonable cause
      to
      believe that his conduct was unlawful.

     

    (b)    

     

    The
      Sponsor shall indemnify, to the full extent permitted by law, any Indemnified
      Person who was or is a party or is threatened to be made a party to any
      threatened, pending or completed action or suit by or in the right of the Trust
      to procure a judgment in its favor arising out of or in connection with the
      acceptance or administration of this Declaration by reason of the fact that
      he
      is or was an Indemnified Person against expenses (including reasonable
      attorneys’ fees and expenses) actually and reasonably incurred by him in
      connection with the defense or settlement of such action or suit if he acted
      in
      good faith and in a manner he reasonably believed to be in or not opposed to
      the
      best interests of the Trust; provided, however, that no such
      indemnification shall be made in respect of any claim, issue or matter as to
      which such Indemnified Person shall have been adjudged to be liable to the
      Trust
      unless and only to the extent that the court in which such action or suit was
      brought shall determine upon application that, despite the adjudication of
      liability but in view of all the circumstances of the case, such person is
      fairly and reasonably entitled to indemnity for such expenses which such court
      shall deem proper.

     

    (c)    

     

    To
      the
      extent that an Indemnified Person shall be successful on the merits or otherwise
      (including dismissal of an action without prejudice or the settlement of an
      action without admission of liability) in defense of any action, suit or
      proceeding referred to in paragraphs (a) and (b) of this Section 9.4, or in
      defense of any claim, issue or matter therein, he shall be indemnified, to
      the
      full extent permitted by law, against expenses (including attorneys’ fees and
      expenses) actually and reasonably incurred by him in connection
      therewith.

     

    (d)    

     

    Any
      indemnification of an Administrator under paragraphs (a) and (b) of this
      Section 9.4 (unless ordered by a court) shall be made by the Sponsor only as
      authorized in the specific case upon a determination that indemnification of
      the
      Indemnified Person is proper in the circumstances because he has met the
      applicable standard of conduct set forth in paragraphs (a) and
      (b).  Such determination shall be made (i) by the Administrators
      by a majority vote of a Quorum consisting of such Administrators who were not
      parties to such action, suit or proceeding, (ii) if such a Quorum is not
      obtainable, or, even if obtainable, if a Quorum of disinterested Administrators
      so directs, by independent legal counsel in a written opinion, or (iii) by
      the Common Security Holder of the Trust.

     

    (e)    

     

    To
      the
      fullest extent permitted by law, expenses (including reasonable attorneys’ fees
      and expenses) incurred by an Indemnified Person in defending a civil, criminal,
      administrative or investigative action, suit or proceeding referred to in
      paragraphs (a) and (b) of this Section 9.4 shall be paid by the Sponsor in
      advance of the final disposition of such action, suit or proceeding upon receipt
      of an undertaking by or on behalf of such Indemnified Person to repay such
      amount if it shall ultimately be determined that he is not entitled to be
      indemnified by the Sponsor as authorized in this Section
      9.4.  Notwithstanding the foregoing, no advance shall be made by the
      Sponsor if a determination is reasonably and promptly made (i) by the
      Administrators by a majority vote of a Quorum of disinterested Administrators,
      (ii) if such a Quorum is not obtainable, or, even if obtainable, if a
      quorum of disinterested Administrators so directs, by independent legal counsel
      in a written opinion or (iii) by the Common Security Holder of the Trust,
      that, based upon the facts known to the Administrators, counsel or the Common
      Security Holder at the time such determination is made, such Indemnified Person
      acted in bad faith or in a manner that such Indemnified Person did not believe
      to be in the best interests of the Trust, or, with respect to any criminal
      proceeding, that such Indemnified Person believed or had reasonable cause to
      believe his conduct was unlawful.  In no event shall any advance be
      made in instances where the Administrators, independent legal counsel or the
      Common Security Holder reasonably determine that such Indemnified Person
      deliberately breached his duty to the Trust or its Common or Capital Security
      Holders.

     

    (f)    

     

    The
      Trustees, at the sole cost and expense of the Sponsor, retain the right to
      representation by counsel of their own choosing in any action, suit or any
      other
      proceeding for which they are indemnified under paragraphs (a) and (b) of
      this Section 9.4, without affecting their right to indemnification hereunder
      or
      waiving any rights afforded to it under this Declaration or applicable
      law.

     

    (g)    

     

    The
      indemnification and advancement of expenses provided by, or granted pursuant
      to,
      the other paragraphs of this Section 9.4 shall not be deemed exclusive of any
      other rights to which those seeking indemnification and advancement of expenses
      may be entitled under any agreement, vote of stockholders or disinterested
      directors of the Sponsor or Capital Security Holders of the Trust or otherwise,
      both as to action in his official capacity and as to action in another capacity
      while holding such office.  All rights to indemnification under this
      Section 9.4 shall be deemed to be provided by a contract between the
      Sponsor and each Indemnified Person who serves in such capacity at any time
      while this Section 9.4 is in effect.  Any repeal or modification of
      this Section 9.4 shall not affect any rights or obligations then
      existing.

     

    (h)    

     

    The
      Sponsor or the Trust may purchase and maintain insurance on behalf of any Person
      who is or was an Indemnified Person against any liability asserted against
      him
      and incurred by him in any such capacity, or arising out of his status as such,
      whether or not the Sponsor would have the power to indemnify him against such
      liability under the provisions of this Section 9.4.

     

    (i)    

     

    For
      purposes of this Section 9.4, references to “the Trust” shall include, in
      addition to the resulting or surviving entity, any constituent entity (including
      any constituent of a constituent) absorbed in a consolidation or merger, so
      that
      any Person who is or was a director, trustee, officer or employee of such
      constituent entity, or is or was serving at the request of such constituent
      entity as a director, trustee, officer, employee or agent of another entity,
      shall stand in the same position under the provisions of this Section 9.4 with
      respect to the resulting or surviving entity as he would have with respect
      to
      such constituent entity if its separate existence had continued.

     

    (j)    

     

    The
      indemnification and advancement of expenses provided by, or granted pursuant
      to,
      this Section 9.4 shall, unless otherwise provided when authorized or ratified,
      (i) continue as to a Person who has ceased to be an Indemnified Person and
      shall inure to the benefit of the heirs, executors and administrators of such
      a
      Person; and (ii) survive the termination or expiration of this Declaration
      or the earlier removal or resignation of an Indemnified Person.

     

    Section
      9.5.  Outside
      Businesses.  

     

    Any
      Covered Person, the Sponsor, the Delaware Trustee and the Institutional Trustee
      may engage in or possess an interest in other business ventures of any nature
      or
      description, independently or with others, similar or dissimilar to the business
      of the Trust, and the Trust and the Holders of Securities shall have no rights
      by virtue of this Declaration in and to such independent ventures or the income
      or profits derived therefrom, and the pursuit of any such venture, even if
      competitive with the business of the Trust, shall not be deemed wrongful or
      improper.  None of any Covered Person, the Sponsor, the Delaware
      Trustee or the Institutional Trustee shall be obligated to present any
      particular investment or other opportunity to the Trust even if such opportunity
      is of a character that, if presented to the Trust, could be taken by the Trust,
      and any Covered Person, the Sponsor, the Delaware Trustee and the Institutional
      Trustee shall have the right to take for its own account (individually or as
      a
      partner or fiduciary) or to recommend to others any such particular investment
      or other opportunity.  Any Covered Person, the Delaware Trustee and
      the Institutional Trustee may engage or be interested in any financial or other
      transaction with the Sponsor or any Affiliate of the Sponsor, or may act as
      depositary for, trustee or agent for, or act on any committee or body of holders
      of, securities or other obligations of the Sponsor or its
      Affiliates.

     

    Section
      9.6.  Compensation;
      Fee.  

     

    The
      Sponsor agrees:

     

    (a)    

     

    to
      pay to
      the Trustees from time to time such compensation for all services rendered
      by
      them hereunder as the parties shall agree from time to time (which compensation
      shall not be limited by any provision of law in regard to the compensation
      of a
      trustee of an express trust); and

     

    (b)    

     

    except
      as
      otherwise expressly provided herein, to reimburse the Trustees upon request
      for
      all reasonable expenses, disbursements and advances incurred or made by the
      Trustees in accordance with any provision of this Declaration (including the
      reasonable compensation and the expenses and disbursements of their respective
      agents and counsel), except any such expense, disbursement or advance as may
      be
      attributable to its negligence, bad faith or willful misconduct.

     

    For
      purposes of clarification, this Section 9.6 does not contemplate the
      payment by the Sponsor of acceptance or annual administration fees owing to
      the
      Trustees under this Declaration or the fees and expenses of the Trustees’
counsel in connection with the closing of the transactions contemplated by
      this
      Declaration.

     

    The
      provisions of this Section 9.6 shall survive the dissolution of the Trust and
      the termination of this Declaration and the removal or resignation of any
      Trustee.

     

    No
      Trustee may claim any lien or charge on any property of the Trust as a result
      of
      any amount due pursuant to this Section 9.6.

     

    ARTICLE
      X

     

    


     

    ACCOUNTING

     

    Section
      10.1.  Fiscal
      Year.  

     

    The
      fiscal year (“Fiscal Year”) of the Trust shall be the calendar year, or
      such other year as is required by the Code.

     

    Section
      10.2.  Certain
      Accounting Matters.  

     

    (a)    

     

    At
      all
      times during the existence of the Trust, the Administrators shall keep, or
      cause
      to be kept at the principal office of the Trust in the United States, as defined
      for purposes of Treasury Regulations section 301.7701-7, full books of account,
      records and supporting documents, which shall reflect in reasonable detail
      each
      transaction of the Trust.  The books of account shall be maintained,
      at the Sponsor’s expense, in accordance with generally accepted accounting
      principles, consistently applied.  The books of account and the
      records of the Trust shall be examined by and reported upon (either separately
      or as part of the Sponsor’s regularly prepared consolidated financial report) as
      of the end of each Fiscal Year of the Trust by a firm of independent certified
      public accountants selected by the Administrators.

     

    (b)    

     

    The
      Administrators shall cause to be duly prepared and delivered to each of the
      Holders of Securities Form 1099 or such other annual United States federal
      income tax information statement required by the Code, containing such
      information with regard to the Securities held by each Holder as is required
      by
      the Code and the Treasury Regulations.  Notwithstanding any right
      under the Code to deliver any such statement at a later date, the Administrators
      shall endeavor to deliver all such statements within 30 days after the end
      of each Fiscal Year of the Trust.

     

    (c)    

     

    The
      Administrators, at the Sponsor’s expense, shall cause to be duly prepared at the
      principal office of the Sponsor in the United States, as ‘United States’ is
      defined in Section 7701(a)(9) of the Code (or at the principal office of
      the Trust if the Sponsor has no such principal office in the United States),
      and
      filed an annual United States federal income tax return on a Form 1041 or such
      other form required by United States federal income tax law, and any other
      annual income tax returns required to be filed by the Administrators on behalf
      of the Trust with any state or local taxing authority.

     

    Section
      10.3.  Banking.  

     

    The
      Trust
      shall maintain in the United States, as defined for purposes of Treasury
      Regulations section 301.7701-7, one or more bank accounts in the name and for
      the sole benefit of the Trust; provided, however, that all
      payments of funds in respect of the Debentures held by the Institutional Trustee
      shall be made directly to the Property Account and no other funds of the Trust
      shall be deposited in the Property Account.  The sole signatories for
      such accounts (including the Property Account) shall be designated by the
      Institutional Trustee.

     

    Section
      10.4.  Withholding.  

     

    The
      Institutional Trustee or any Paying Agent and the Administrators shall comply
      with all withholding requirements under United States federal, state and local
      law.  The Institutional Trustee or any Paying Agent shall request, and
      each Holder shall provide to the Institutional Trustee or any Paying Agent,
      such
      forms or certificates as are necessary to establish an exemption from
      withholding with respect to the Holder, and any representations and forms as
      shall reasonably be requested by the Institutional Trustee or any Paying Agent
      to assist it in determining the extent of, and in fulfilling, its withholding
      obligations.  The Administrators shall file required forms with
      applicable jurisdictions and, unless an exemption from withholding is properly
      established by a Holder, shall remit amounts withheld with respect to the Holder
      to applicable jurisdictions.  To the extent that the Institutional
      Trustee or any Paying Agent is required to withhold and pay over any amounts
      to
      any authority with respect to distributions or allocations to any Holder, the
      amount withheld shall be deemed to be a Distribution in the amount of the
      withholding to the Holder.  In the event of any claimed
      overwithholding, Holders shall be limited to an action against the applicable
      jurisdiction.  If the amount required to be withheld was not withheld
      from actual Distributions made, the Institutional Trustee or any Paying Agent
      may reduce subsequent Distributions by the amount of such
      withholding.

     

    ARTICLE
      XI

     

    


     

    AMENDMENTS
      AND MEETINGS

     

    Section
      11.1.  Amendments.

     

    (a)    

     

    Except
      as
      otherwise provided in this Declaration or by any applicable terms of the
      Securities, this Declaration may only be amended by a written instrument
      approved and executed (i) by the Institutional Trustee, or (ii) if the
      amendment affects the rights, powers, duties, obligations or immunities of
      the
      Delaware Trustee, by the Delaware Trustee.

     

    (b)    

     

    Notwithstanding
      any other provision of this Article XI, an amendment may be made, and any
      such purported amendment shall be valid and effective only if:

     

    (i)    

     

    the
      Institutional Trustee shall have first received

     

    (A)    

     

    an
      Officers’ Certificate from each of the Trust and the Sponsor that such amendment
      is permitted by, and conforms to, the terms of this Declaration (including
      the
      terms of the Securities); and

     

    (B)    

     

    an
      opinion of counsel (who may be counsel to the Sponsor or the Trust) that such
      amendment is permitted by, and conforms to, the terms of this Declaration
      (including the terms of the Securities); and

     

    (ii)    

     

    the
      result of such amendment would not be to

     

    (A)    

     

    cause
      the
      Trust to cease to be classified for purposes of United States federal income
      taxation as a grantor trust; or

     

    (B)    

     

    cause
      the
      Trust to be deemed to be an Investment Company required to be registered under
      the Investment Company Act.

     

    (c)    

     

    Except
      as
      provided in Section 11.1(d), (e) or (h), no amendment shall be made, and any
      such purported amendment shall be void and ineffective, unless the Holders
      of a
      Majority in liquidation amount of the Capital Securities shall have consented
      to
      such amendment.

     

    (d)    

     

    In
      addition to and notwithstanding any other provision in this Declaration, without
      the consent of each affected Holder, this Declaration may not be amended to
      (i) change the amount or timing of any Distribution on the Securities or
      otherwise adversely affect the amount of any Distribution required to be made
      in
      respect of the Securities as of a specified date or change any conversion or
      exchange provisions or (ii) restrict the right of a Holder to institute
      suit for the enforcement of any such payment on or after such date.

     

    (e)    

     

    Sections 9.1(b)
      and 9.1(c) and this Section 11.1 shall not be amended without the consent of
      all
      of the Holders of the Securities.

     

    (f)    

     

    Article III
      shall not be amended without the consent of the Holders of a Majority in
      liquidation amount of the Common Securities.

     

    (g)    

     

    The
      rights of the Holders of the Capital Securities under Article IV to appoint
      and remove Trustees shall not be amended without the consent of the Holders
      of a
      Majority in liquidation amount of the Capital Securities.

     

    (h)    

     

    This
      Declaration may be amended by the Institutional Trustee and the Holders of
      a
      Majority in liquidation amount of the Common Securities without the consent
      of
      the Holders of the Capital Securities to:

     

    (i)    

     

    cure
      any
      ambiguity;

     

    (ii)    

     

    correct
      or supplement any provision in this Declaration that may be defective or
      inconsistent with any other provision of this Declaration;

     

    (iii)    

     

    add
      to
      the covenants, restrictions or obligations of the Sponsor; or

     

    (iv)    

     

    modify,
      eliminate or add to any provision of this Declaration to such extent as may
      be
      necessary to ensure that the Trust will be classified for United States federal
      income tax purposes at all times as a grantor trust and will not be required
      to
      register as an Investment Company (including without limitation to conform
      to
      any change in Rule 3a-5, Rule 3a-7 or any other applicable rule under
      the Investment Company Act or written change in interpretation or application
      thereof by any legislative body, court, government agency or regulatory
      authority) which amendment does not have a material adverse effect on the
      rights, preferences or privileges of the Holders of Securities;

     

    provided,
      however, that no such modification, elimination or addition referred to
      in clauses (i), (ii), (iii) or (iv) shall adversely affect in any material
      respect the powers, preferences or special rights of Holders of Capital
      Securities.

     

    Section
      11.2.  Meetings
      of the Holders of Securities; Action by Written
      Consent.

     

    (a)    

     

    Meetings
      of the Holders of any class of Securities may be called at any time by the
      Administrators (or as provided in the terms of the Securities) to consider
      and
      act on any matter on which Holders of such class of Securities are entitled
      to
      act under the terms of this Declaration or the terms of the
      Securities.  The Administrators shall call a meeting of the Holders of
      such class if directed to do so by the Holders of at least 10% in liquidation
      amount of such class of Securities.  Such direction shall be given by
      delivering to the Administrators one or more calls in a writing stating that
      the
      signing Holders of the Securities wish to call a meeting and indicating the
      general or specific purpose for which the meeting is to be
      called.  Any Holders of the Securities calling a meeting shall specify
      in writing the Certificates held by the Holders of the Securities exercising
      the
      right to call a meeting and only those Securities represented by such
      Certificates shall be counted for purposes of determining whether the required
      percentage set forth in the second sentence of this paragraph has been
      met.

     

    (b)    

     

    Except
      to
      the extent otherwise provided in the terms of the Securities, the following
      provisions shall apply to meetings of Holders of the Securities:

     

    (i)    

     

    notice
      of
      any such meeting shall be given to all the Holders of the Securities having
      a
      right to vote thereat at least 7 days and not more than 60 days before
      the date of such meeting.  Whenever a vote, consent or approval of the
      Holders of the Securities is permitted or required under this Declaration,
      such
      vote, consent or approval may be given at a meeting of the Holders of the
      Securities.  Any action that may be taken at a meeting of the Holders
      of the Securities may be taken without a meeting if a consent in writing setting
      forth the action so taken is signed by the Holders of the Securities owning
      not
      less than the minimum amount of Securities in liquidation amount that would
      be
      necessary to authorize or take such action at a meeting at which all Holders
      of
      the Securities having a right to vote thereon were present and
      voting.  Prompt notice of the taking of action without a meeting shall
      be given to the Holders of the Securities entitled to vote who have not
      consented in writing.  The Administrators may specify that any written
      ballot submitted to the Holders of the Securities for the purpose of taking
      any
      action without a meeting shall be returned to the Trust within the time
      specified by the Administrators;

     

    (ii)    

     

    each
      Holder of a Security may authorize any Person to act for it by proxy on all
      matters in which a Holder of Securities is entitled to participate, including
      waiving notice of any meeting, or voting or participating at a meeting. No
      proxy
      shall be valid after the expiration of 11 months from the date thereof
      unless otherwise provided in the proxy.  Every proxy shall be
      revocable at the pleasure of the Holder of the Securities executing
      it.  Except as otherwise provided herein, all matters relating to the
      giving, voting or validity of proxies shall be governed by the General
      Corporation Law of the State of Delaware relating to proxies, and judicial
      interpretations thereunder, as if the Trust were a Delaware corporation and
      the
      Holders of the Securities were stockholders of a Delaware corporation; each
      meeting of the Holders of the Securities shall be conducted by the
      Administrators or by such other Person that the Administrators may designate;
      and

     

    (iii)    

     

    unless
      the Statutory Trust Act, this Declaration, or the terms of the Securities
      otherwise provides, the Administrators, in their sole discretion, shall
      establish all other provisions relating to meetings of Holders of Securities,
      including notice of the time, place or purpose of any meeting at which any
      matter is to be voted on by any Holders of the Securities, waiver of any such
      notice, action by consent without a meeting, the establishment of a record
      date,
      quorum requirements, voting in person or by proxy or any other matter with
      respect to the exercise of any such right to vote; provided,
however, that each meeting shall be conducted in the United States
      (as
      that term is defined in Treasury Regulations section 301.7701-7).

     

    ARTICLE
      XII

     

    


     

    REPRESENTATIONS
      OF INSTITUTIONAL TRUSTEE AND THE DELAWARE TRUSTEE

     

    Section
      12.1.  Representations
      and Warranties of Institutional Trustee.  

     

    The
      initial Institutional Trustee represents and warrants to the Trust and to the
      Sponsor at the date of this Declaration, and each Successor Institutional
      Trustee represents and warrants to the Trust and the Sponsor at the time of
      the
      Successor Institutional Trustee’s acceptance of its appointment as Institutional
      Trustee, that:

     

    (a)    

     

    the
      Institutional Trustee is a Delaware banking corporation with trust powers,
      duly
      organized and validly existing under the laws of the State of Delaware with
      trust power and authority to execute and deliver, and to carry out and perform
      its obligations under the terms of, this Declaration;

     

    (b)    

     

    the
      execution, delivery and performance by the Institutional Trustee of this
      Declaration has been duly authorized by all necessary corporate action on the
      part of the Institutional Trustee.  This Declaration has been duly
      executed and delivered by the Institutional Trustee, and it constitutes a legal,
      valid and binding obligation of the Institutional Trustee, enforceable against
      it in accordance with its terms, subject to applicable bankruptcy,
      reorganization, moratorium, insolvency, and other similar laws affecting
      creditors’ rights generally and to general principles of equity (regardless of
      whether considered in a proceeding in equity or at law);

     

    (c)    

     

    the
      execution, delivery and performance of this Declaration by the Institutional
      Trustee does not conflict with or constitute a breach of the charter or by-laws
      of the Institutional Trustee; and

     

    (d)    

     

    no
      consent, approval or authorization of, or registration with or notice to, any
      state or federal banking authority is required for the execution, delivery
      or
      performance by the Institutional Trustee of this Declaration.

     

    Section
      12.2.  Representations
      of the Delaware Trustee.  

     

    The
      Trustee that acts as initial Delaware Trustee represents and warrants to the
      Trust and to the Sponsor at the date of this Declaration, and each Successor
      Delaware Trustee represents and warrants to the Trust and the Sponsor at the
      time of the Successor Delaware Trustee’s acceptance of its appointment as
      Delaware Trustee that:

     

    (a)    

     

    if
      it is
      not a natural person, the Delaware Trustee is duly organized, validly existing
      and in good standing under the laws of the State of Delaware;

     

    (b)    

     

    if
      it is
      not a natural person, the execution, delivery and performance by the Delaware
      Trustee of this Declaration has been duly authorized by all necessary corporate
      action on the part of the Delaware Trustee.  This Declaration has been
      duly executed and delivered by the Delaware Trustee, and under Delaware law
      (excluding any securities laws) constitutes a legal, valid and binding
      obligation of the Delaware Trustee, enforceable against it in accordance with
      its terms, subject to applicable bankruptcy, reorganization, moratorium,
      insolvency and other similar laws affecting creditors’ rights generally and to
      general principles of equity and the discretion of the court (regardless of
      whether considered in a proceeding in equity or at law);

     

    (c)    

     

    if
      it is
      not a natural person, the execution, delivery and performance of this
      Declaration by the Delaware Trustee does not conflict with or constitute a
      breach of the charter or by-laws of the Delaware Trustee;

     

    (d)    

     

    it
      has
      trust power and authority to execute and deliver, and to carry out and perform
      its obligations under the terms of, this Declaration;

     

    (e)    

     

    no
      consent, approval or authorization of, or registration with or notice to, any
      state or federal banking authority governing the trust powers of the Delaware
      Trustee is required for the execution, delivery or performance by the Delaware
      Trustee of this Declaration; and

     

    (f)    

     

    the
      Delaware Trustee is a natural person who is a resident of the State of Delaware
      or, if not a natural person, it is an entity which has its principal place
      of
      business in the State of Delaware and, in either case, a Person that satisfies
      for the Trust the requirements of Section 3807 of the Statutory Trust
      Act.

     

    ARTICLE
      XIII

     

    


     

    MISCELLANEOUS

     

    Section
      13.1.  Notices.  

     

    All
      notices provided for in this Declaration shall be in writing, duly signed by
      the
      party giving such notice, and shall be delivered, telecopied (which telecopy
      shall be followed by notice delivered or mailed by first class mail) or mailed
      by first class mail, as follows:

     

    (a)    

     

    if
      given
      to the Trust, in care of the Administrators at the Trust’s mailing address set
      forth below (or such other address as the Trust may give notice of to the
      Holders of the Securities):

     

    CMTV
      Statutory Trust I

    c/o
      Community Bancorp.

    4811
      U.S.
      Route #5

    Derby,
      Vermont  05829

    Attention:  Stephen P.
      Marsh

    Telecopy:  802-334-3484

     

    (b)    

     

    if
      given
      to the Delaware Trustee, at the Delaware Trustee’s mailing address set forth
      below (or such other address as the Delaware Trustee may give notice of to
      the
      Holders of the Securities):

     

    Wilmington
      Trust Company

    Rodney
      Square North

    1100
      North Market Street

    Wilmington,
      Delaware  19890-1600

    Attention:  Corporate
      Trust Administration

    Telecopy:  302-636-4140

     

    (c)    

     

    if
      given
      to the Institutional Trustee, at the Institutional Trustee’s mailing address set
      forth below (or such other address as the Institutional Trustee may give notice
      of to the Holders of the Securities):

     

    Wilmington
      Trust Company

    Rodney
      Square North

    1100
      North Market Street

    Wilmington,
      Delaware  19890-1600

    Attention:  Corporate
      Trust Administration

    Telecopy:  302-636-4140

     

    (d)    

     

    if
      given
      to the Holder of the Common Securities, at the mailing address of the Sponsor
      set forth below (or such other address as the Holder of the Common Securities
      may give notice of to the Trust):

     

    Community
      Bancorp.

    4811
      U.S.
      Route #5

    Derby,
      Vermont  05829

    Attention:  Stephen P.
      Marsh

    Telecopy:  802-334-3484

     

    (e)    

     

    if
      given
      to any other Holder, at the address set forth on the books and records of the
      Trust.

     

    All
      such
      notices shall be deemed to have been given when received in person, telecopied
      with receipt confirmed, or mailed by first class mail, postage prepaid except
      that if a notice or other document is refused delivery or cannot be delivered
      because of a changed address of which no notice was given, such notice or other
      document shall be deemed to have been delivered on the date of such refusal
      or
      inability to deliver.

     

    Section
      13.2.  Governing
      Law.  

     

    This
      Declaration and the rights of the parties hereunder shall be governed by and
      interpreted in accordance with the law of the State of Delaware and all rights
      and remedies shall be governed by such laws without regard to the principles
      of
      conflict of laws of the State of Delaware or any other jurisdiction that would
      call for the application of the law of any jurisdiction other than the State
      of
      Delaware; provided, however, that there shall not be applicable to
      the Trust, the Trustees or this Declaration any provision of the laws (statutory
      or common) of the State of Delaware pertaining to trusts that relate to or
      regulate, in a manner inconsistent with the terms hereof (a) the filing
      with any court or governmental body or agency of trustee accounts or schedules
      of trustee fees and charges, (b) affirmative requirements to post bonds for
      trustees, officers, agents or employees of a trust, (c) the necessity for
      obtaining court or other governmental approval concerning the acquisition,
      holding or disposition of real or personal property, (d) fees or other sums
      payable to trustees, officers, agents or employees of a trust, (e) the
      allocation of receipts and expenditures to income or principal, or
      (f) restrictions or limitations on the permissible nature, amount or
      concentration of trust investments or requirements relating to the titling,
      storage or other manner of holding or investing trust assets.

     

    Section
      13.3.  Intention
      of the Parties.  

     

    It
      is the
      intention of the parties hereto that the Trust be classified for United States
      federal income tax purposes as a grantor trust. The provisions of this
      Declaration shall be interpreted to further this intention of the
      parties.

     

    Section
      13.4.  Headings.  

     

    Headings
      contained in this Declaration are inserted for convenience of reference only
      and
      do not affect the interpretation of this Declaration or any provision
      hereof.

     

    Section
      13.5.  Successors
      and Assigns.  

     

    Whenever
      in this Declaration any of the parties hereto is named or referred to, the
      successors and assigns of such party shall be deemed to be included, and all
      covenants and agreements in this Declaration by the Sponsor and the Trustees
      shall bind and inure to the benefit of their respective successors and assigns,
      whether or not so expressed.

     

    Section
      13.6.  Partial
      Enforceability.  

     

    If
      any
      provision of this Declaration, or the application of such provision to any
      Person or circumstance, shall be held invalid, the remainder of this
      Declaration, or the application of such provision to persons or circumstances
      other than those to which it is held invalid, shall not be affected
      thereby.

     

    Section
      13.7.  Counterparts.  

     

    This
      Declaration may contain more than one counterpart of the signature page and
      this
      Declaration may be executed by the affixing of the signature of each of the
      Trustees and Administrators to any of such counterpart signature
      pages.  All of such counterpart signature pages shall be read as
      though one, and they shall have the same force and effect as though all of
      the
      signers had signed a single signature page.

     

    Signatures
      appear on the following page

     


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    IN
      WITNESS WHEREOF, the undersigned have caused these presents to be executed
      as of
      the day and year first above written.

     

    WILMINGTON
      TRUST COMPANY,

    as
      Delaware Trustee

    


    


    By:  /s/
      W.T. Morris,
      II                                                              

    Name: 
W.
      Thomas Morris,
      II

    Title: 
Assistant
      Vice
      President

    


    


    WILMINGTON
      TRUST COMPANY,

    as
      Institutional Trustee

    


    
 

     

    By:   /s/
      W.T. Morris,
      II                                                                                                                          

    Name:
      W. Thomas Morris, II

    Title: 
Assistant
      Vice
      President

    


    


    COMMUNITY
      BANCORP., as Sponsor

    


    


    By:  /s/
      Richard C.
      White                                                              

    Name: 
Richard
      C.
      White

    Title: 
Chairman
&
      CEO

    


    ADMINISTRATORS
      OF CMTV STATUTORY TRUST I

    


    


    By:   /s/
      Richard C.
      White                                                             

    Administrator

    


    


    By:  /s/
      Stephen P.
      Marsh                                                              

    Administrator

    


    


    By:  /s/
      Alan A.
      Wing                                                              

    Administrator

    



    
      
        
        

      

      
        
        

        
          

        

      

       

    


    ANNEX
      I

    


    TERMS
      OF
      SECURITIES

    


    Pursuant
      to Section 6.1 of the Amended
      and Restated Declaration of Trust, dated as of October 31, 2007 (as amended
      from time to time, the “Declaration”), the designation, rights, privileges,
      restrictions, preferences and other terms and provisions of the Capital
      Securities and the Common Securities are set out below (each capitalized term
      used but not defined herein has the meaning set forth in the
      Declaration):

     

    1.  Designation
      and Number.

     

    (a)  12,500
      Fixed/Floating Rate Capital Securities of CMTV Statutory Trust I (the
“Trust”), with an aggregate stated liquidation amount with respect to the assets
      of the Trust of twelve million five hundred thousand dollars ($12,500,000.00)
      and a stated liquidation amount with respect to the assets of the Trust of
      $1,000.00 per Capital Security, are hereby designated for the purposes of
      identification only as the “Capital Securities”.  The Capital
      Security Certificates evidencing the Capital Securities shall be substantially
      in the form of Exhibit A-1 to the Declaration, with such changes and
      additions thereto or deletions therefrom as may be required by ordinary usage,
      custom or practice.

     

    (b)  387
      Fixed/Floating Rate Common Securities of the Trust (the “Common
      Securities”) will be evidenced by Common Security Certificates substantially
      in the form of Exhibit A-2 to the Declaration, with such changes and
      additions thereto or deletions therefrom as may be required by ordinary usage,
      custom or practice.

     

    2.  Distributions.

     

    (a)  Distributions
      will be payable on each Security for the Distribution Period beginning on (and
      including) the date of original issuance and ending on (but excluding) the
      Distribution Payment Date in December 2012 at a rate per annum of 7.56% and
      shall bear interest for each successive Distribution Period beginning on (and
      including) the Distribution Payment Date in December 2012, and each succeeding
      Distribution Payment Date, and ending on (but excluding) the next succeeding
      Distribution Payment Date at a rate per annum equal to the 3-Month LIBOR,
      determined as described below, plus 2.85% (the “Coupon Rate”), applied to
      the stated liquidation amount thereof, such rate being the rate of interest
      payable on the Debentures to be held by the Institutional
      Trustee.  Distributions in arrears will bear interest thereon
      compounded quarterly at the applicable Distribution Rate (to the extent
      permitted by law).  Distributions, as used herein, include cash
      distributions and any such compounded distributions unless otherwise
      noted.  A Distribution is payable only to the extent that payments are
      made in respect of the Debentures held by the Institutional Trustee and to
      the
      extent the Institutional Trustee has funds available therefor.  The
      amount of the Distribution payable (i) for any Distribution Period
      commencing on or after the date of original issuance but before the Distribution
      Payment Date in December 2012 will be computed on the basis of a 360-day year
      of
      twelve 30-day months, and (ii) for the Distribution Period commencing on
      the Distribution Payment Date in December 2012 and each succeeding Distribution
      Period will be calculated by applying the Distribution Rate to the stated
      liquidation amount outstanding at the commencement of the Distribution Period
      and multiplying each such number by the actual number of days in the
      Distribution Period concerned divided by 360.  All percentages
      resulting from any calculations on the Capital Securities will be rounded,
      if
      necessary, to the nearest one hundred-thousandth of a percentage point, with
      five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or
      .09876545) being rounded to 9.87655% (or .0987655), and all dollar amounts
      used
      in or resulting from such calculation will be rounded to the nearest cent (with
      one-half cent being rounded upward)).

     

    (b)  Distributions
      on the Securities will be cumulative, will accrue from the date of original
      issuance, and will be payable, subject to extension of distribution payment
      periods as described herein, quarterly in arrears on March 15,
      June 15, September 15 and December 15 of each year, or if such
      day is not a Business Day, then the next succeeding Business Day (each a
“Distribution Payment Date”) (it being understood that interest accrues
      for any such non-Business Day during the applicable Distribution Period,
      beginning on or after December 15, 2012), commencing on the Distribution
      Payment Date in December 2007 when, as and if available for
      payment.  The Debenture Issuer has the right under the Indenture to
      defer payments of interest on the Debentures, so long as no Acceleration Event
      of Default has occurred and is continuing, by extending the payment period
      on
      the Debentures for up to 20 consecutive quarterly periods (each an “Extension
      Period”) at any time and from time to time, subject to the conditions
      described below, during which Extension Period no interest shall be due and
      payable.  During any Extension Period, interest will continue to
      accrue on the Debentures, and interest on such accrued interest will accrue
      at
      an annual rate equal to the Distribution Rate in effect for each such Extension
      Period, compounded quarterly from the date such interest would have been payable
      were it not for the Extension Period, to the extent permitted by law (such
      interest referred to herein as “Additional Interest”).  No
      Extension Period may end on a date other than a Distribution Payment
      Date.  At the end of any such Extension Period, the Debenture Issuer
      shall pay all interest then accrued and unpaid on the Debentures (together
      with
      Additional Interest thereon); provided, however, that no Extension
      Period may extend beyond the Maturity Date and providedfurther,
however, that during any such Extension Period, the Debenture
      Issuer and
      its Affiliates shall 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 Debenture Issuer’s or its Affiliates’ capital stock (other than
      payments of dividends or distributions to the Debenture Issuer or payments
      of
      dividends from direct or indirect subsidiaries of the Debenture Issuer to their
      parent corporations, which also shall be direct or indirect subsidiaries of
      the
      Debenture Issuer) or make any guarantee payments with respect to the foregoing,
      or (ii) make any payment of principal of or interest or premium, if any, on
      or repay, repurchase or redeem any debt securities of the Debenture Issuer
      or
      any Affiliate that rank pari passu in all respects with or junior
      in interest to the Debentures (other than, with respect to clauses (i) and
      (ii) above, (a) repurchases, redemptions or other acquisitions of shares of
      capital stock of the Debenture Issuer in connection with any employment
      contract, benefit plan or other similar arrangement with or for the benefit
      of
      one or more employees, officers, directors or consultants, in connection with
      a
      dividend reinvestment or stockholder stock purchase plan or in connection with
      the issuance of capital stock of the Debenture Issuer (or securities convertible
      into or exercisable for such capital stock) as consideration in an acquisition
      transaction entered into prior to the applicable Extension Period, (b) as a
      result of any exchange or conversion of any class or series of the Debenture
      Issuer’s capital stock (or any capital stock of a subsidiary of the Debenture
      Issuer) for any class or series of the Debenture Issuer’s capital stock or of
      any class or series of the Debenture Issuer’s indebtedness for any class or
      series of the Debenture Issuer’s capital stock, (c) the purchase of
      fractional interests in shares of the Debenture Issuer’s capital stock pursuant
      to the conversion or exchange provisions of such capital stock or the security
      being converted or exchanged, (d) any declaration of a dividend in
      connection with any stockholders’ rights plan, or the issuance of rights, stock
      or other property under any stockholders’ rights plan, or the redemption or
      repurchase of rights pursuant thereto, (e) any dividend in the form of
      stock, warrants, options or other rights where the dividend stock or the stock
      issuable upon exercise of such warrants, options or other rights is the same
      stock as that on which the dividend is being paid or ranks pari passu
      with or junior to such stock and any cash payments in lieu of fractional shares
      issued in connection therewith, (f) payments of principal or interest on
      debt securities or payments of cash dividends or distributions on any capital
      stock issued by an Affiliate that is not, in whole or in part, a subsidiary
      of
      the Debenture Issuer (or any redemptions, repurchases or liquidation payments
      on
      such stock or securities), or (g) payments under the Capital Securities
      Guarantee).  Prior to the termination of any Extension Period, the
      Debenture Issuer may further extend such period, provided that such period
      together with all such previous and further consecutive extensions thereof
      shall
      not exceed 20 consecutive quarterly periods, or extend beyond the Maturity
      Date.  Upon the termination of any Extension Period and upon the
      payment of all accrued and unpaid interest and Additional Interest, the
      Debenture Issuer may commence a new Extension Period, subject to the foregoing
      requirements.  No interest or Additional Interest shall be due and
      payable during an Extension Period, except at the end thereof, but each
      installment of interest that would otherwise have been due and payable during
      such Extension Period shall bear Additional Interest.  During any
      Extension Period, Distributions on the Securities shall be deferred for a period
      equal to the Extension Period.  If Distributions are deferred, the
      Distributions due shall be paid on the date that the related Extension Period
      terminates to Holders of the Securities as they appear on the books and records
      of the Trust on the record date immediately preceding such
      date.  Distributions on the Securities must be paid on the dates
      payable (after giving effect to any Extension Period) to the extent that the
      Trust has funds available for the payment of such distributions in the Property
      Account of the Trust.  The Trust’s funds available for Distribution to
      the Holders of the Securities will be limited to payments received from the
      Debenture Issuer.  The payment of Distributions out of moneys held by
      the Trust is guaranteed by the Guarantor pursuant to the Guarantee.

     

    (c)  Distributions
      on the Securities will be payable to the Holders thereof as they appear on
      the
      books and records of the Trust on the relevant record dates.  The
      relevant record dates shall be fifteen days before the relevant Distribution
      Payment Date.  Distributions payable on any Securities that are not
      punctually paid on any Distribution Payment Date, as a result of the Debenture
      Issuer having failed to make a payment under the Debentures, as the case may
      be,
      when due (taking into account any Extension Period), will cease to be payable
      to
      the Person in whose name such Securities are registered on the relevant record
      date, and such defaulted Distribution will instead be payable to the Person
      in
      whose name such Securities are registered on the special record date or other
      specified date determined in accordance with the Indenture.

     

    (d)  In
      the
      event that there is any money or other property held by or for the Trust that
      is
      not accounted for hereunder, such property shall be distributed Pro Rata (as
      defined herein) among the Holders of the Securities.

     

    3.  Liquidation
      Distribution Upon Dissolution.  In the event of the voluntary or
      involuntary liquidation, dissolution, winding-up or termination of the Trust
      (each a “Liquidation”) other than in connection with a redemption of the
      Debentures, the Holders of the Securities will be entitled to receive out of
      the
      assets of the Trust available for distribution to Holders of the Securities,
      after satisfaction of liabilities to creditors of the Trust (to the extent
      not
      satisfied by the Debenture Issuer), distributions equal to the aggregate of
      the
      stated liquidation amount of $1,000.00 per Security plus accrued and unpaid
      Distributions thereon to the date of payment (such amount being the
“Liquidation Distribution”), unless in connection with such Liquidation,
      the Debentures in an aggregate stated principal amount equal to the aggregate
      stated liquidation amount of such Securities, with an interest rate equal to
      the
      Distribution Rate of, and bearing accrued and unpaid interest in an amount
      equal
      to the accrued and unpaid Distributions on, and having the same record date
      as,
      such Securities, after paying or making reasonable provision to pay all claims
      and obligations of the Trust in accordance with the Statutory Trust Act, shall
      be distributed on a Pro Rata basis to the Holders of the Securities in exchange
      for such Securities.

     

    The
      Sponsor, as the Holder of all of the Common Securities, has the right at any
      time to dissolve the Trust (including, without limitation, upon the occurrence
      of a Special Event), subject to the receipt by the Debenture Issuer of prior
      approval from the Board of Governors of the Federal Reserve System, or its
      designated district bank, as applicable, and any successor federal agency that
      is primarily responsible for regulating the activities of the Sponsor (the
      “Federal Reserve”), if the Sponsor is a bank holding company, or from the
      Office of Thrift Supervision and any successor federal agency that is primarily
      responsible for regulating the activities of Sponsor, (the “OTS”) if the
      Sponsor is a savings and loan holding company, in either case if then required
      under applicable capital guidelines or policies of the Federal Reserve or OTS,
      as applicable, and, after satisfaction of liabilities to creditors of the Trust,
      cause the Debentures to be distributed to the Holders of the Securities on
      a Pro
      Rata basis in accordance with the aggregate stated liquidation amount
      thereof.

     

    If
      a
      Liquidation of the Trust occurs as described in clause (i), (ii), (iii) or
      (v) in Section 7.1(a) of the Declaration, the Trust shall be liquidated by
      the
      Institutional Trustee as expeditiously as it determines to be possible by
      distributing, after satisfaction of liabilities to creditors of the Trust,
      to
      the Holders of the Securities, the Debentures on a Pro Rata basis to the extent
      not satisfied by the Debenture Issuer, unless such distribution is determined
      by
      the Institutional Trustee not to be practical, in which event such Holders
      will
      be entitled to receive out of the assets of the Trust available for distribution
      to the Holders, after satisfaction of liabilities of creditors of the Trust
      to
      the extent not satisfied by the Debenture Issuer, an amount equal to the
      Liquidation Distribution.  An early Liquidation of the Trust pursuant
      to clause (iv) of Section 7.1(a) of the Declaration shall occur if the
      Institutional Trustee determines that such Liquidation is possible by
      distributing, after satisfaction of liabilities to creditors of the Trust,
      to
      the Holders of the Securities on a Pro Rata basis, the Debentures, and such
      distribution occurs.

     

    If,
      upon
      any such Liquidation the Liquidation Distribution can be paid only in part
      because the Trust has insufficient assets available to pay in full the aggregate
      Liquidation Distribution, then the amounts payable directly by the Trust on
      such
      Capital Securities shall be paid to the Holders of the Trust Securities on
      a Pro
      Rata basis, except that if an Event of Default has occurred and is continuing,
      the Capital Securities shall have a preference over the Common Securities with
      regard to such distributions.

     

    After
      the
      date for any distribution of the Debentures upon dissolution of the Trust
      (i) the Securities of the Trust will be deemed to be no longer outstanding,
      (ii) upon surrender of a Holder’s Securities certificate, such Holder of
      the Securities will receive a certificate representing the Debentures to be
      delivered upon such distribution, (iii) any certificates representing the
      Securities still outstanding will be deemed to represent undivided beneficial
      interests in such of the Debentures as have an aggregate principal amount equal
      to the aggregate stated liquidation amount with an interest rate identical
      to
      the Distribution Rate of, and bearing accrued and unpaid interest equal to
      accrued and unpaid distributions on, the Securities until such certificates
      are
      presented to the Debenture Issuer or its agent for transfer or reissuance (and
      until such certificates are so surrendered, no payments of interest or principal
      shall be made to Holders of Securities in respect of any payments due and
      payable under the Debentures; provided, however that such failure
      to pay shall not be deemed to be an Event of Default and shall not entitle
      the
      Holder to the benefits of the Guarantee), and (iv) all rights of Holders of
      Securities under the Declaration shall cease, except the right of such Holders
      to receive Debentures upon surrender of certificates representing such
      Securities.

     

    4.  Redemption
      and Distribution.

     

    (a)  The
      Debentures will mature on December 15, 2037.  The Debentures may
      be redeemed by the Debenture Issuer, in whole or in part, at any Distribution
      Payment Date on or after the Distribution Payment Date in December 2012, at
      the
      Redemption Price. In addition, the Debentures may be redeemed by the Debenture
      Issuer at the Special Redemption Price, in whole but not in part, at any
      Distribution Payment Date, upon the occurrence and continuation of a Special
      Event within 120 days following the occurrence of such Special Event at the
      Special Redemption Price, upon not less than 30 nor more than 60 days’
notice to holders of such Debentures so long as such Special Event is
      continuing. In each case, the right of the Debenture Issuer to redeem the
      Debentures is subject to the Debenture Issuer having received prior approval
      from the Federal Reserve (if the Debenture Issuer is a bank holding company)
      or
      prior approval from the OTS (if the Debenture Issuer is a savings and loan
      holding company), in each case if then required under applicable capital
      guidelines or policies of the applicable federal agency.  The Sponsor
      shall appoint a Quotation Agent, which shall be a designee of the Institutional
      Trustee, for the purpose of performing the services contemplated in or by
      reference in, the definition of Special Redemption Price.  Any error
      in the calculation of the Special Redemption Price by the Quotation Agent or
      the
      Debenture Trustee may be corrected at any time by notice delivered to the
      Sponsor and the holders of the Capital Securities.  Subject to the
      corrective rights set forth above, all certificates, communications, opinions,
      determinations, calculations, quotations and decisions given, expressed, made
      or
      obtained for the purposes of the provisions relating to the payment and
      calculation of the Special Redemption Price on the Debentures or the Capital
      Securities by the Debenture Trustee, the Quotation Agent or the Institutional
      Trustee, as the case may be, shall (in the absence of willful default, bad
      faith
      or manifest error) be final, conclusive and binding on the holders of the
      Debentures and the Capital Securities, the Trust and the Sponsor, and no
      liability shall attach (except as provided above) to the Debenture Trustee,
      the
      Quotation Agent or the Institutional Trustee in connection with the exercise
      or
      non-exercise by any of them of their respective powers, duties and
      discretion.

     

    “3-Month
      LIBOR” means the London interbank offered interest rate for three-month,
      U.S. dollar deposits determined by the Debenture Trustee in the following order
      of priority:

     

    (1)           the
      rate (expressed as a percentage per annum) for U.S. dollar deposits having
      a
      three-month maturity that appears on Reuters Page LIBOR01 as of 11:00 a.m.
      (London time) on the related Determination Date (as defined
      below).  “Reuters Page LIBOR01” means the display designated as
“LIBOR01” on Reuters or such other page as may replace Reuters Page LIBOR01 on
      that service or such other service or services as may be nominated by the
      British Bankers’ Association as the information vendor for the purpose of
      displaying London interbank offered rates for U.S. dollar deposits;

     

    (2)           if
      such rate cannot be identified on the related Determination Date, the Debenture
      Trustee will request the principal London offices of four leading banks in
      the
      London interbank market to provide such banks’ offered quotations (expressed as
      percentages per annum) to prime banks in the London interbank market for U.S.
      dollar deposits having a three-month maturity as of 11:00 a.m. (London
      time) on such Determination Date.  If at least two quotations are
      provided, 3-Month LIBOR will be the arithmetic mean of such
      quotations;

     

    (3)           if
      fewer than two such quotations are provided as requested in clause (2)
      above, the Debenture Trustee will request four major New York City banks to
      provide such banks’ offered quotations (expressed as percentages per annum) to
      leading European banks for loans in U.S. dollars as of 11:00 a.m. (London
      time) on such Determination Date.  If at least two such quotations are
      provided, 3-Month LIBOR will be the arithmetic mean of such quotations;
      and

     

    (4)           if
      fewer than two such quotations are provided as requested in clause (3)
      above, 3-Month LIBOR will be a 3-Month LIBOR determined with respect to the
      Distribution Period immediately preceding such current Distribution
      Period.

     

    If
      the
      rate for U.S. dollar deposits having a three-month maturity that initially
      appears on Reuters Page LIBOR01 as of 11:00 a.m. (London time) on the
      related Determination Date is superseded on the Reuters Page LIBOR01 by a
      corrected rate by 12:00 noon (London time) on such Determination Date, then
      the corrected rate as so substituted on the applicable page will be the
      applicable 3-Month LIBOR for such Determination Date.

     

    The
      Distribution Rate for any Distribution Period will at no time be higher than
      the
      maximum rate then permitted by New York law as the same may be modified by
      United States law.

     

    “Capital
      Treatment Event” means the receipt by the Debenture Issuer and the Trust of
      an opinion of counsel experienced in such matters to the effect that, as a
      result of the occurrence of any amendment to, or change (including any announced
      prospective change) in, the laws, rules or regulations of the United States
      or
      any political subdivision thereof or therein, or as the result of any official
      or administrative pronouncement or action or decision interpreting or applying
      such laws, rules or regulations, which amendment or change is effective or
      which
      pronouncement, action or decision is announced on or after the date of original
      issuance of the Debentures, there is more than an insubstantial risk that the
      Sponsor will not, within 90 days of the date of such opinion, be entitled to
      treat an amount equal to the aggregate liquidation amount of the Capital
      Securities as “Tier 1 Capital” (or its then equivalent) for purposes of the
      capital adequacy guidelines of the Federal Reserve, as then in effect and
      applicable to the Sponsor (or if the Sponsor is not a bank holding company
      or
      otherwise is not subject to the Federal Reserve’s risk-based capital adequacy
      guidelines, such guidelines applied to the Sponsor as if the Sponsor were
      subject to such guidelines); provided, however, that the inability
      of the Sponsor to treat all or any portion of the liquidation amount of the
      Capital Securities as Tier l Capital shall not constitute the basis for a
      Capital Treatment Event, if such inability results from the Sponsor having
      cumulative preferred stock, minority interests in consolidated subsidiaries,
      or
      any other class of security or interest which the Federal Reserve or OTS, as
      applicable, may now or hereafter accord Tier 1 Capital treatment in excess
      of the amount which may now or hereafter qualify for treatment as Tier 1
      Capital under applicable capital adequacy guidelines;
providedfurther, however, that the distribution of
      Debentures in connection with the Liquidation of the Trust shall not in and
      of
      itself constitute a Capital Treatment Event unless such Liquidation shall have
      occurred in connection with a Tax Event or an Investment Company
      Event.

     

    “Comparable
      Treasury Issue” means with respect to any Special Redemption Date the United
      States Treasury security selected by the Quotation Agent as having a maturity
      comparable to the Fixed Rate Period Remaining Life that would be utilized,
      at
      the time of selection and in accordance with customary financial practice,
      in
      pricing new issues of corporate debt securities of comparable maturity to the
      Fixed Rate Period Remaining Life.  If no United States Treasury
      security has a maturity which is within a period from 3 months before to 3
      months after the Distribution Payment Date in December 2012, the two most
      closely corresponding United States Treasury securities as selected by the
      Quotation Agent shall be used as the Comparable Treasury Issue, and the Treasury
      Rate shall be interpolated and extrapolated on a straight-line basis, rounding
      to the nearest month using such securities.

     

    “Comparable
      Treasury Price” means (a) the average of 5 Reference Treasury Dealer
      Quotations for such Special Redemption Date, after excluding the highest and
      lowest such Reference Treasury Dealer Quotations, or (b) if the Quotation
      Agent obtains fewer than 5 such Reference Treasury Dealer Quotations, the
      average of all such Quotations.

     

    “Determination
      Date” means the date that is two London Banking Days (i.e., a business day
      in which dealings in deposits in U.S. dollars are transacted in the London
      interbank market) preceding the particular Distribution Period for which a
      Coupon Rate is being determined.

     

    “Fixed
      Rate Period Remaining Life” means, with respect to any Debenture, the period
      from the Special Redemption Date for such Debenture to the Distribution Payment
      Date in December 2012.

     

    “Investment
      Company Event” means the receipt by the Debenture Issuer and the Trust of an
      opinion of counsel experienced in such matters to the effect that, as a result
      of the occurrence of a change in law or regulation or written change (including
      any announced prospective change) in interpretation or application of law or
      regulation by any legislative body, court, governmental agency or regulatory
      authority, there is more than an insubstantial risk that the Trust is or, within
      90 days of the date of such opinion, will be considered an Investment Company
      that is required to be registered under the Investment Company Act which change
      or prospective change becomes effective or would become effective, as the case
      may be, on or after the date of the issuance of the Debentures.

     

    “Maturity
      Date” means December 15, 2037.

     

    “Primary
      Treasury Dealer” shall mean either a primary United States Government
      securities dealer or an entity of nationally recognized standing in matters
      pertaining to the quotation of treasury securities that is reasonably acceptable
      to the Sponsor and the Institutional Trustee.

     

    “Quotation
      Agent” means a designee of the Institutional Trustee who shall be a Primary
      Treasury Dealer.

     

    “Redemption
      Date” shall mean the date fixed for the redemption of Capital Securities,
      which shall be any Distribution Payment Date on or after the Distribution
      Payment Date in December 2012.

     

    “Redemption
      Price” means 100% of the principal amount of the Debentures being redeemed,
      plus accrued and unpaid Interest on such Debentures to the Redemption
      Date.

     

    “Reference
      Treasury Dealer” means (i) the Quotation Agent and (ii) any other
      Primary Treasury Dealer selected by the Debenture Trustee after consultation
      with the Debenture Issuer.

     

    “Reference
      Treasury Dealer Quotations” means, with respect to each Reference Treasury
      Dealer and any Special Redemption Date, the average, as determined by the
      Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue
      (expressed in each case as a percentage of its principal amount) quoted in
      writing to the Debenture Trustee by such Reference Treasury Dealer at 5:00
      p.m.,
      New York City time, on the third Business Day preceding such Redemption
      Date.

     

    “Special
      Event” means a Tax Event, an Investment Company Event or a Capital Treatment
      Event.

     

    “Special
      Redemption Date” means a date on which a Special Event redemption occurs,
      which shall be a Distribution Payment Date.

     

    “Special
      Redemption Price” means (a) if the Special Redemption Date occurs
      before the Distribution Payment Date in December 2012, the greater of
      (i) 107.5% of the principal amount of the Debentures, plus accrued and
      unpaid Interest on the Debentures to the Special Redemption Date, or
      (ii) as determined by the Quotation Agent, (A) the sum of the present
      values of the scheduled payments of principal and Interest on the Debentures
      during the Fixed Rate Period Remaining Life of the Debentures (assuming the
      Debentures matured on December 15, 2012) discounted to the Special
      Redemption Date on a quarterly basis (assuming a 360-day year consisting of
      twelve 30-day months) at the Treasury Rate, plus (B) accrued and unpaid
      Interest on the Debentures to such Special Redemption Date, or (b) if the
      Special Redemption Date occurs on or after the Distribution Payment Date in
      December 2012, 100% of the principal amount of the Debentures being redeemed,
      plus accrued and unpaid Interest on such Debentures to the Special Redemption
      Date.

     

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

     

    “Treasury
      Rate” means (i) the yield, under the heading which represents the
      average for the week immediately prior to the date of calculation, appearing
      in
      the most recently published statistical release designated H.15 (519) or any
      successor publication which is published weekly by the Federal Reserve and
      which
      establishes yields on actively traded United States Treasury securities adjusted
      to constant maturity under the caption “Treasury Constant Maturities,” for the
      maturity corresponding to the Fixed Rate Period Remaining Life (if no maturity
      is within three months before or after the Fixed Rate Period Remaining Life,
      yields for the two published maturities most closely corresponding to the Fixed
      Rate Period Remaining Life shall be determined and the Treasury Rate shall
      be
      interpolated or extrapolated from such yields on a straight-line basis, rounding
      to the nearest month) or (ii) if such release (or any successor release) is
      not published during the week preceding the calculation date or does not contain
      such yields, the rate per annum equal to the semi-annual equivalent yield to
      maturity of the Comparable Treasury Issue, calculated using a price for the
      Comparable Treasury Issue (expressed as a percentage of its principal amount)
      equal to the Comparable Treasury Price for such Special Redemption
      Date.  The Treasury Rate shall be calculated by the Quotation Agent on
      the third Business Day preceding the Special Redemption Date.

     

    (b)  Upon
      the
      repayment in full at maturity or redemption in whole or in part of the
      Debentures (other than following the distribution of the Debentures to the
      Holders of the Securities), the proceeds from such repayment or payment shall
      concurrently be applied to redeem Pro Rata at the applicable Redemption Price
      or
      Special Redemption Price, as applicable, Securities having an aggregate
      liquidation amount equal to the aggregate principal amount of the Debentures
      so
      repaid or redeemed; provided, however, that holders of such
      Securities shall be given not less than 30 nor more than 60 days’ notice of such
      redemption (other than at the scheduled maturity of the
      Debentures).

     

    (c)  If
      fewer
      than all the outstanding Securities are to be so redeemed, the Common Securities
      and the Capital Securities will be redeemed Pro Rata and the Capital Securities
      to be redeemed will be redeemed Pro Rata from each Holder of Capital
      Securities.

     

    (d)  The
      Trust
      may not redeem fewer than all the outstanding Capital Securities unless all
      accrued and unpaid Distributions have been paid on all Capital Securities for
      all quarterly Distribution periods terminating on or before the date of
      redemption.

     

    (e)  Redemption
      or Distribution Procedures.

     

    (i)  Notice
      of
      any redemption of, or notice of distribution of the Debentures in exchange
      for,
      the Securities (a “Redemption/Distribution Notice”) will be given by the
      Trust by mail to each Holder of Securities to be redeemed or exchanged not
      fewer
      than 30 nor more than 60 days before the date fixed for redemption or exchange
      thereof which, in the case of a redemption, will be the date fixed for
      redemption of the Debentures. For purposes of the calculation of the date of
      redemption or exchange and the dates on which notices are given pursuant to
      this
      paragraph 4(e)(i), a Redemption/Distribution Notice shall be deemed to be
      given on the day such notice is first mailed by first-class mail, postage
      prepaid, to Holders of such Securities. Each Redemption/Distribution Notice
      shall be addressed to the Holders of such Securities at the address of each
      such
      Holder appearing on the books and records of the Trust. No defect in the
      Redemption/Distribution Notice or in the mailing thereof with respect to any
      Holder shall affect the validity of the redemption or exchange proceedings
      with
      respect to any other Holder.

     

    (ii)  If
      the
      Securities are to be redeemed and the Trust gives a Redemption/ Distribution
      Notice, which notice may only be issued if the Debentures are redeemed as set
      out in this paragraph 4 (which notice will be irrevocable), then,
provided that the Institutional Trustee has a sufficient amount of cash
      in connection with the related redemption or maturity of the Debentures, the
      Institutional Trustee will pay the relevant Redemption Price or Special
      Redemption Price, as applicable, to the Holders of such Securities by check
      mailed to the address of each such Holder appearing on the books and records
      of
      the Trust on the Redemption Date.  If a Redemption/Distribution Notice
      shall have been given and funds deposited as required then immediately prior
      to
      the close of business on the date of such deposit Distributions will cease
      to
      accrue on the Securities so called for redemption and all rights of Holders
      of
      such Securities so called for redemption will cease, except the right of the
      Holders of such Securities to receive the applicable Redemption Price or Special
      Redemption Price specified in paragraph 4(a), but without interest on such
      Redemption Price or Special Redemption Price.  If payment of the
      Redemption Price or Special Redemption Price in respect of any Securities is
      improperly withheld or refused and not paid either by the Trust or by the
      Debenture Issuer as guarantor pursuant to the Guarantee, Distributions on such
      Securities will continue to accrue at the Distribution Rate from the original
      Redemption Date to the actual date of payment, in which case the actual payment
      date will be considered the date fixed for redemption for purposes of
      calculating the Redemption Price or Special Redemption Price.  In the
      event of any redemption of the Capital Securities issued by the Trust in part,
      the Trust shall not be required to (i) issue, register the transfer of or
      exchange any Security during a period beginning at the opening of business
      fifteen days before any selection for redemption of the Capital Securities
      and
      ending at the close of business on the earliest date on which the relevant
      notice of redemption is deemed to have been given to all Holders of the Capital
      Securities to be so redeemed or (ii) register the transfer of or exchange
      any Capital Securities so selected for redemption, in whole or in part, except
      for the unredeemed portion of any Capital Securities being redeemed in
      part.

     

    (iii)  Redemption/Distribution
      Notices shall be sent by the Administrators on behalf of the Trust to
      (A) in respect of the Capital Securities, the Holders thereof and
      (B) in respect of the Common Securities, the Holder thereof.

     

    (iv)  Subject
      to the foregoing and applicable law (including, without limitation, United
      States federal securities laws), and provided that the acquiror is not the
      Holder of the Common Securities or the obligor under the Indenture, the Sponsor
      or any of its subsidiaries may at any time and from time to time purchase
      outstanding Capital Securities by tender, in the open market or by private
      agreement.

     

    5.  Voting
      Rights - Capital Securities.

     

    (a)  Except
      as
      provided under paragraphs 5(b) and 7 and as otherwise required by law and
      the Declaration, the Holders of the Capital Securities will have no voting
      rights. The Administrators are required to call a meeting of the Holders of
      the
      Capital Securities if directed to do so by Holders of at least 10% in
      liquidation amount of the Capital Securities.

     

    (b)  Subject
      to the requirements of obtaining a tax opinion by the Institutional Trustee
      in
      certain circumstances set forth in the last sentence of this paragraph, the
      Holders of a Majority in liquidation amount of the Capital Securities, voting
      separately as a class, have the right to direct the time, method, and place
      of
      conducting any proceeding for any remedy available to the Institutional Trustee,
      or exercising any trust or power conferred upon the Institutional Trustee under
      the Declaration, including the right to direct the Institutional Trustee, as
      holder of the Debentures, to (i) exercise the remedies available under the
      Indenture as the holder of the Debentures, (ii) waive any past default that
      is waivable under the Indenture, (iii) exercise any right to rescind or
      annul a declaration that the principal of all the Debentures shall be due and
      payable or (iv) consent on behalf of all the Holders of the Capital
      Securities to any amendment, modification or termination of the Indenture or
      the
      Debentures where such consent shall be required; provided,
however, that, where a consent or action under the Indenture would
      require the consent or act of the holders of greater than a simple majority
      in
      aggregate principal amount of Debentures (a “Super Majority”) affected
      thereby, the Institutional Trustee may only give such consent or take such
      action at the written direction of the Holders of at least the proportion in
      liquidation amount of the Capital Securities outstanding which the relevant
      Super Majority represents of the aggregate principal amount of the Debentures
      outstanding. If the Institutional Trustee fails to enforce its rights under
      the
      Debentures after the Holders of a Majority in liquidation amount of such Capital
      Securities have so directed the Institutional Trustee, to the fullest extent
      permitted by law, a Holder of the Capital Securities may institute a legal
      proceeding directly against the Debenture Issuer to enforce the Institutional
      Trustee’s rights under the Debentures without first instituting any legal
      proceeding against the Institutional Trustee or any other person or entity.
      Notwithstanding the foregoing, if an Event of Default has occurred and is
      continuing and such event is attributable to the failure of the Debenture Issuer
      to pay interest or principal on the Debentures on the date the interest or
      principal is payable (or in the case of redemption, the Redemption Date or
      the
      Special Redemption Date, as applicable), then a Holder of record of the Capital
      Securities may directly institute a proceeding for enforcement of payment,
      on or
      after the respective due dates specified in the Debentures, to such Holder
      directly of the principal of or interest on the Debentures having an aggregate
      principal amount equal to the aggregate liquidation amount of the Capital
      Securities of such Holder. The Institutional Trustee shall notify all Holders
      of
      the Capital Securities of any default actually known to the Institutional
      Trustee with respect to the Debentures unless (x) such default has been
      cured prior to the giving of such notice or (y) the Institutional Trustee
      determines in good faith that the withholding of such notice is in the interest
      of the Holders of such Capital Securities, except where the default relates
      to
      the payment of principal of or interest on any of the Debentures. Such notice
      shall state that such Indenture Event of Default also constitutes an Event
      of
      Default hereunder. Except with respect to directing the time, method and place
      of conducting a proceeding for a remedy, the Institutional Trustee shall not
      take any of the actions described in clauses (i), (ii) or (iii) above
      unless the Institutional Trustee has obtained an opinion of tax counsel to
      the
      effect that, as a result of such action, the Trust will not be classified as
      other than a grantor trust for United States federal income tax
      purposes.

     

    In
      the
      event the consent of the Institutional Trustee, as the holder of the Debentures,
      is required under the Indenture with respect to any amendment, modification
      or
      termination of the Indenture, the Institutional Trustee shall request the
      direction of the Holders of the Securities with respect to such amendment,
      modification or termination and shall vote with respect to such amendment,
      modification or termination as directed by a Majority in liquidation amount
      of
      the Securities voting together as a single class; provided,
however, that where a consent under the Indenture would require the
      consent of a Super-Majority, the Institutional Trustee may only give such
      consent at the direction of the Holders of at least the proportion in
      liquidation amount of the Securities outstanding which the relevant
      Super-Majority represents of the aggregate principal amount of the Debentures
      outstanding. The Institutional Trustee shall not take any such action in
      accordance with the directions of the Holders of the Securities unless the
      Institutional Trustee has obtained an opinion of tax counsel to the effect
      that,
      as a result of such action, the Trust will not be classified as other than
      a
      grantor trust for United States federal income tax purposes.

     

    A
      waiver
      of an Indenture Event of Default will constitute a waiver of the corresponding
      Event of Default hereunder. Any required approval or direction of Holders of
      the
      Capital Securities may be given at a separate meeting of Holders of the Capital
      Securities convened for such purpose, at a meeting of all of the Holders of
      the
      Securities in the Trust or pursuant to written consent. The Institutional
      Trustee will cause a notice of any meeting at which Holders of the Capital
      Securities are entitled to vote, or of any matter upon which action by written
      consent of such Holders is to be taken, to be mailed to each Holder of record
      of
      the Capital Securities. Each such notice will include a statement setting forth
      the following information (i) the date of such meeting or the date by which
      such action is to be taken, (ii) a description of any resolution proposed
      for adoption at such meeting on which such Holders are entitled to vote or
      of
      such matter upon which written consent is sought and (iii) instructions for
      the delivery of proxies or consents. No vote or consent of the Holders of the
      Capital Securities will be required for the Trust to redeem and cancel Capital
      Securities or to distribute the Debentures in accordance with the Declaration
      and the terms of the Securities.

     

    Notwithstanding
      that Holders of the Capital Securities are entitled to vote or consent under
      any
      of the circumstances described above, any of the Capital Securities that are
      owned by the Sponsor or any Affiliate of the Sponsor shall not entitle the
      Holder thereof to vote or consent and shall, for purposes of such vote or
      consent, be treated as if such Capital Securities were not
      outstanding.

     

    In
      no
      event will Holders of the Capital Securities have the right to vote to appoint,
      remove or replace the Administrators, which voting rights are vested exclusively
      in the Sponsor as the Holder of all of the Common Securities of the
      Trust.  Under certain circumstances as more fully described in the
      Declaration, Holders of Capital Securities have the right to vote to appoint,
      remove or replace the Institutional Trustee and the Delaware
      Trustee.

     

    6.  Voting
      Rights - Common Securities.

     

    (a)  Except
      as
      provided under paragraphs 6(b), 6(c) and 7 and as otherwise required by law
      and the Declaration, the Common Securities will have no voting
      rights.

     

    (b)  The
      Holders of the Common Securities are entitled, in accordance with
      Article IV of the Declaration, to vote to appoint, remove or replace any
      Administrators.

     

    (c)  Subject
      to Section 6.7 of the Declaration and only after each Event of Default (if
      any)
      with respect to the Capital Securities has been cured, waived, or otherwise
      eliminated and subject to the requirements of the second to last sentence of
      this paragraph, the Holders of a Majority in liquidation amount of the Common
      Securities, voting separately as a class, may direct the time, method, and
      place
      of conducting any proceeding for any remedy available to the Institutional
      Trustee, or exercising any trust or power conferred upon the Institutional
      Trustee under the Declaration, including (i) directing the time, method,
      place of conducting any proceeding for any remedy available to the Debenture
      Trustee, or exercising any trust or power conferred on the Debenture Trustee
      with respect to the Debentures, (ii) waiving any past default and its
      consequences that is waivable under the Indenture, or (iii) exercising any
      right to rescind or annul a declaration that the principal of all the Debentures
      shall be due and payable; provided, however, that, where a consent
      or action under the Indenture would require a Super Majority, the Institutional
      Trustee may only give such consent or take such action at the written direction
      of the Holders of at least the proportion in liquidation amount of the Common
      Securities which the relevant Super Majority represents of the aggregate
      principal amount of the Debentures outstanding. Notwithstanding this
      paragraph 6(c), the Institutional Trustee shall not revoke any action
      previously authorized or approved by a vote or consent of the Holders of the
      Capital Securities. Other than with respect to directing the time, method and
      place of conducting any proceeding for any remedy available to the Institutional
      Trustee or the Debenture Trustee as set forth above, the Institutional Trustee
      shall not take any action described in (i), (ii) or (iii) above, unless the
      Institutional Trustee has obtained an opinion of tax counsel to the effect
      that
      for the purposes of United States federal income tax the Trust will not be
      classified as other than a grantor trust on account of such action. If the
      Institutional Trustee fails to enforce its rights, to the fullest extent
      permitted by law, under the Declaration, any Holder of the Common Securities
      may
      institute a legal proceeding directly against any Person to enforce the
      Institutional Trustee’s rights under the Declaration, without first instituting
      a legal proceeding against the Institutional Trustee or any other
      Person.

     

    Any
      approval or direction of Holders of the Common Securities may be given at a
      separate meeting of Holders of the Common Securities convened for such purpose,
      at a meeting of all of the Holders of the Securities in the Trust or pursuant
      to
      written consent.  The Administrators will cause a notice of any
      meeting at which Holders of the Common Securities are entitled to vote, or
      of
      any matter upon which action by written consent of such Holders is to be taken,
      to be mailed to each Holder of the Common Securities. Each such notice will
      include a statement setting forth (i) the date of such meeting or the date
      by which such action is to be taken, (ii) a description of any resolution
      proposed for adoption at such meeting on which such Holders are entitled to
      vote
      or of such matter upon which written consent is sought and
      (iii) instructions for the delivery of proxies or consents.

     

    No
      vote
      or consent of the Holders of the Common Securities will be required for the
      Trust to redeem and cancel Common Securities or to distribute the Debentures
      in
      accordance with the Declaration and the terms of the Securities.

     

    7.  Amendments
      to Declaration and Indenture.

     

    (a)  In
      addition to any requirements under Section 11.1 of the Declaration, if any
      proposed amendment to the Declaration provides for, or the Trustees, Sponsor
      or
      Administrators otherwise propose to effect, (i) any action that would
      adversely affect the powers, preferences or special rights of the Securities,
      whether by way of amendment to the Declaration or otherwise, or (ii) the
      Liquidation of the Trust, other than as described in Section 7.1 of the
      Declaration, then the Holders of outstanding Securities, voting together as
      a
      single class, will be entitled to vote on such amendment or proposal and such
      amendment or proposal shall not be effective except with the approval of the
      Holders of at least a Majority in liquidation amount of the Securities, affected
      thereby; provided, however, if any amendment or proposal referred
      to in clause (i) above would adversely affect only the Capital Securities
      or only the Common Securities, then only the affected class will be entitled
      to
      vote on such amendment or proposal and such amendment or proposal shall not
      be
      effective except with the approval of a Majority in liquidation amount of such
      class of Securities.

     

    (b)  In
      the
      event the consent of the Institutional Trustee as the holder of the Debentures
      is required under the Indenture with respect to any amendment, modification
      or
      termination of the Indenture or the Debentures, the Institutional Trustee shall
      request the written direction of the Holders of the Securities with respect
      to
      such amendment, modification or termination and shall vote with respect to
      such
      amendment, modification, or termination as directed by a Majority in liquidation
      amount of the Securities voting together as a single class; provided,
however, that where a consent under the Indenture would require a
      Super
      Majority, the Institutional Trustee may only give such consent at the direction
      of the Holders of at least the proportion in liquidation amount of the
      Securities which the relevant Super Majority represents of the aggregate
      principal amount of the Debentures outstanding.

     

    (c)  Notwithstanding
      the foregoing, no amendment or modification may be made to the Declaration
      if
      such amendment or modification would (i) cause the Trust to be classified
      for purposes of United States federal income taxation as other than a grantor
      trust, (ii) reduce or otherwise adversely affect the powers of the
      Institutional Trustee or (iii) cause the Trust to be deemed an Investment
      Company which is required to be registered under the Investment Company
      Act.

     

    (d)  Notwithstanding
      any provision of the Declaration, the right of any Holder of the Capital
      Securities to receive payment of distributions and other payments upon
      redemption or otherwise, on or after their respective due dates, or to institute
      a suit for the enforcement of any such payment on or after such respective
      dates, shall not be impaired or affected without the consent of such Holder.
      For
      the protection and enforcement of the foregoing provision, each and every Holder
      of the Capital Securities shall be entitled to such relief as can be given
      either at law or equity.

     

    8.  Pro
      Rata.  A reference in these terms of the Securities to any
      payment, distribution or treatment as being “Pro Rata” shall mean pro
      rata to each Holder of the Securities according to the aggregate liquidation
      amount of the Securities held by the relevant Holder in relation to the
      aggregate liquidation amount of all Securities then outstanding unless, in
      relation to a payment, an Event of Default has occurred and is continuing,
      in
      which case any funds available to make such payment shall be paid first to
      each
      Holder of the Capital Securities Pro Rata according to the aggregate liquidation
      amount of the Capital Securities held by the relevant Holder relative to the
      aggregate liquidation amount of all Capital Securities outstanding, and only
      after satisfaction of all amounts owed to the Holders of the Capital Securities,
      to each Holder of the Common Securities Pro Rata according to the aggregate
      liquidation amount of the Common Securities held by the relevant Holder relative
      to the aggregate liquidation amount of all Common Securities
      outstanding.

     

    9.  Ranking.  The
      Capital Securities rank pari passu with and payment thereon shall be
      made Pro Rata with the Common Securities except that, where an Event of Default
      has occurred and is continuing, the rights of Holders of the Common Securities
      to receive payment of Distributions and payments upon liquidation, redemption
      and otherwise are subordinated to the rights of the Holders of the Capital
      Securities with the result that no payment of any Distribution on, or Redemption
      Price (or Special Redemption Price) of, any Common Security, and no other
      payment on account of redemption, liquidation or other acquisition of Common
      Securities, shall be made unless payment in full in cash of all accumulated
      and
      unpaid Distributions on all outstanding Capital Securities for all distribution
      periods terminating on or prior thereto, or in the case of payment of the
      Redemption Price (or Special Redemption Price) the full amount of such
      Redemption Price (or Special Redemption Price) on all outstanding Capital
      Securities then called for redemption, shall have been made or provided for,
      and
      all funds immediately available to the Institutional Trustee shall first be
      applied to the payment in full in cash of all Distributions on, or the
      Redemption Price (or Special Redemption Price) of, the Capital Securities then
      due and payable.

     

    10.  Acceptance
      of Guarantee and Indenture. Each Holder of the Capital Securities and the
      Common Securities, by the acceptance of such Securities, agrees to the
      provisions of the Guarantee, including the subordination provisions therein
      and
      to the provisions of the Indenture.

     

    11.  No
      Preemptive Rights. The Holders of the Securities shall have no preemptive or
      similar rights to subscribe for any additional securities.

     

    12.  Miscellaneous.
      These terms constitute a part of the Declaration. The Sponsor will provide
      a
      copy of the Declaration, the Guarantee, and the Indenture to a Holder without
      charge on written request to the Sponsor at its principal place of
      business.

     


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    EXHIBIT
      A-1

    


    FORM
      OF CAPITAL SECURITY CERTIFICATE

    


    [FORM
      OF
      FACE OF SECURITY]

     

    THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
      SECURITIES LAW.  NEITHER THIS SECURITY NOR ANY INTEREST OR
      PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
      ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
      UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
      LAWS.  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
      OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO THE SPONSOR OR
      THE TRUST, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
      EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A PERSON WHOM THE SELLER
      REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING
      THE REQUIREMENTS OF RULE 144A SO LONG AS THIS SECURITY IS ELIGIBLE FOR
      RESALE PURSUANT TO RULE 144A IN ACCORDANCE WITH RULE 144A, (D) TO
      A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
      RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT,
      (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF
      SUBPARAGRAPH (A) OF RULE 501 UNDER THE SECURITIES ACT THAT IS
      ACQUIRING THIS CAPITAL SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF
      SUCH
      AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH
      A
      VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION
      OF THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
      FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
      SPONSOR’S AND THE TRUST’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO
      REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
      INFORMATION SATISFACTORY TO EACH OF THEM IN ACCORDANCE WITH THE DECLARATION
      OF
      TRUST, A COPY OF WHICH MAY BE OBTAINED FROM THE SPONSOR OR THE
      TRUST.  HEDGING TRANSACTIONS INVOLVING THIS SECURITY MAY NOT BE
      CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

     

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

     

    THIS
      SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A
      LIQUIDATION AMOUNT OF NOT LESS THAN $100,000.00 (100 SECURITIES) AND MULTIPLES
      OF $1,000.00 IN EXCESS THEREOF.  ANY ATTEMPTED TRANSFER OF SECURITIES
      IN A BLOCK HAVING A LIQUIDATION AMOUNT OF LESS THAN $100,000.00 SHALL BE DEEMED
      TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.

     

    THE
      HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING
      RESTRICTIONS.

     

    IN
      CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
      TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY
      THE
      DECLARATION TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
      RESTRICTIONS.

     

    Certificate
      Number
      P-1                                                              12,500
      Capital Securities

    [CUSIP
      NO. [_______]  **To be inserted at the request of a subsequent
      transferee]

     

    October 31,
      2007

     

    Certificate
      Evidencing Fixed/Floating Rate Capital Securities

     

    of

     

    CMTV
      Statutory Trust I

     

    (liquidation
      amount $1,000.00 per Capital Security)

     

    CMTV
      Statutory Trust I, a statutory trust created under the laws of the State of
      Delaware (the “Trust”), hereby certifies that First Tennessee Bank National
      Association is the registered owner of capital securities of the Trust
      representing undivided beneficial interests in the assets of the Trust,
      (liquidation amount $1,000.00 per capital security) (the “Capital Securities”).
      Subject to the Declaration (as defined below), the Capital Securities are
      transferable on the books and records of the Trust in person or by a duly
      authorized attorney, upon surrender of this Certificate duly endorsed and in
      proper form for transfer. The Capital Securities represented hereby are issued
      pursuant to, and the designation, rights, privileges, restrictions, preferences
      and other terms and provisions of the Capital Securities shall in all respects
      be subject to, the provisions of the Amended and Restated Declaration of Trust
      of the Trust dated as of October 31, 2007, among Richard C. White,
      Alan A. Wing and Stephen P. Marsh, as Administrators, Wilmington Trust
      Company, as Delaware Trustee, Wilmington Trust Company, as Institutional
      Trustee, Community Bancorp., as Sponsor, and the holders from time to time
      of
      undivided beneficial interests in the assets of the Trust, including the
      designation of the terms of the Capital Securities as set forth in Annex I
      to such amended and restated declaration as the same may be amended from time
      to
      time (the “Declaration”).  Capitalized terms used herein but not
      defined shall have the meaning given them in the Declaration. The Holder is
      entitled to the benefits of the Guarantee to the extent provided therein. The
      Sponsor will provide a copy of the Declaration, the Guarantee, and the Indenture
      to the Holder without charge upon written request to the Sponsor at its
      principal place of business.

     

    Upon
      receipt of this Security, the Holder is bound by the Declaration and is entitled
      to the benefits thereunder.

     

    By
      acceptance of this Security, the Holder agrees to treat, for United States
      federal income tax purposes, the Debentures as indebtedness and the Capital
      Securities as evidence of beneficial ownership in the Debentures.

     

    This
      Capital Security is governed by, and construed in accordance with, the laws
      of
      the State of Delaware, without regard to principles of conflict of
      laws.

     

    Signatures
      appear on following page

     


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    IN
      WITNESS WHEREOF, the Trust has duly executed this certificate.

     

    CMTV
      STATUTORY TRUST I

    


    


    


    By:                                                                           

    Name:

    Title:  Administrator

    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Capital Securities referred to in the within-mentioned
      Declaration.

    


    


    WILMINGTON
      TRUST COMPANY,

    as
      the
      Institutional Trustee

    


    


    By:                                                                           

    Authorized
      Officer

    



    
      
        
        

      

      
        
        

        
          

        

      

       

    


    [FORM
      OF
      REVERSE OF CAPITAL SECURITY]

     

    Distributions
      payable on each Capital Security will be payable at an annual rate equal to
      7.56% beginning on (and including) the date of original issuance and ending
      on
      (but excluding) the Distribution Payment Date in December 2012 and at an annual
      rate for each successive period beginning on (and including) the Distribution
      Payment Date in December 2012, and each succeeding Distribution Payment Date,
      and ending on (but excluding) the next succeeding Distribution Payment Date
      (each a “Distribution Period”), equal to 3-Month LIBOR, determined as described
      below, plus 2.85% (the “Coupon Rate”), applied to the stated liquidation amount
      of $1,000.00 per Capital Security, such rate being the rate of interest payable
      on the Debentures to be held by the Institutional Trustee. Distributions in
      arrears will bear interest thereon compounded quarterly at the Distribution
      Rate
      (to the extent permitted by applicable law).  The term “Distributions”
as used herein includes cash distributions and any such compounded distributions
      unless otherwise noted.  A Distribution is payable only to the extent
      that payments are made in respect of the Debentures held by the Institutional
      Trustee and to the extent the Institutional Trustee has funds available
      therefor.  As used herein, “Determination Date” means the date that is
      two London Banking Days (i.e., a business day in which dealings in deposits
      in
      U.S. dollars are transacted in the London interbank market) preceding the
      commencement of the relevant Distribution Period.  The amount of the
      Distribution payable (i) for any Distribution Period commencing on or after
      the date of original issuance but before the Distribution Payment Date in
      December 2012 will be computed on the basis of a 360-day year of twelve 30-day
      months, and (ii) for the Distribution Period commencing on the Distribution
      Payment Date in December 2012 and each succeeding Distribution Period will
      be
      calculated by applying the Distribution Rate to the stated liquidation amount
      outstanding at the commencement of the Distribution Period and multiplying
      each
      such number by the actual number of days in the Distribution Period concerned
      divided by 360.

     

    “3-Month
      LIBOR” as used herein, means the London interbank offered interest rate for
      three-month U.S. dollar deposits determined by the Debenture Trustee in the
      following order of priority:  (i) the rate (expressed as a percentage
      per annum) for U.S. dollar deposits having a three-month maturity that appears
      on Reuters Page LIBOR01 as of 11:00 a.m. (London time) on the related
      Determination Date (“Reuters Page LIBOR01” means the display designated as
“LIBOR01” on Reuters or such other page as may replace Reuters Page LIBOR01 on
      that service or such other service or services as may be nominated by the
      British Bankers’ Association as the information vendor for the purpose of
      displaying London interbank offered rates for U.S. dollar deposits); (ii) if
      such rate cannot be identified on the related Determination Date, the Debenture
      Trustee will request the principal London offices of four leading banks in
      the
      London interbank market to provide such banks’ offered quotations (expressed as
      percentages per annum) to prime banks in the London interbank market for U.S.
      dollar deposits having a three-month maturity as of 11:00 a.m. (London time)
      on
      such Determination Date.  If at least two quotations are provided,
      3-Month LIBOR will be the arithmetic mean of such quotations; (iii) if fewer
      than two such quotations are provided as requested in clause (ii) above, the
      Debenture Trustee will request four major New York City banks to provide such
      banks’ offered quotations (expressed as percentages per annum) to leading
      European banks for loans in U.S. dollars as of 11:00 a.m. (London time) on
      such
      Determination Date.  If at least two such quotations are provided,
      3-Month LIBOR will be the arithmetic mean of such quotations; and (iv) if fewer
      than two such quotations are provided as requested in clause (iii) above,
      3-Month LIBOR will be a 3-Month LIBOR determined with respect to the
      Distribution Period immediately preceding such current Distribution
      Period.  If the rate for U.S. dollar deposits having a three-month
      maturity that initially appears on Reuters Page LIBOR01 as of 11:00 a.m. (London
      time) on the related Determination Date is superseded on the Reuters Page
      LIBOR01 by a corrected rate by 12:00 noon (London time) on such Determination
      Date, then the corrected rate as so substituted on the applicable page will
      be
      the applicable 3-Month LIBOR for such Determination Date.

     

    The
      Distribution Rate for any Distribution Period will at no time be higher than
      the
      maximum rate then permitted by New York law as the same may be modified by
      United States law.

     

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

     

    Except
      as
      otherwise described below, Distributions on the Capital Securities will be
      cumulative, will accrue from the date of original issuance and will be payable
      quarterly in arrears on March 15, June 15, September 15 and
      December 15 of each year or if any such day is not a Business Day, then the
      next succeeding Business Day (each such day, a “Distribution Payment Date”) (it
      being understood that interest accrues for any such non-Business Day during
      the
      applicable Distribution Period, beginning on or after December 15, 2012),
      commencing on the Distribution Payment Date in December 2007.  The
      Debenture Issuer has the right under the Indenture to defer payments of interest
      on the Debentures, so long as no Acceleration Event of Default has occurred
      and
      is continuing, by extending the interest payment period on the Debentures for
      up
      to 20 consecutive quarterly periods (each an “Extension Period”) at any time and
      from time to time on the Debentures, subject to the conditions described below,
      during which Extension Period no interest shall be due and
      payable.  During any Extension Period, interest will continue to
      accrue on the Debentures, and interest on such accrued interest will accrue
      at
      an annual rate equal to the Distribution Rate in effect for each such Extension
      Period, compounded quarterly from the date such interest would have been payable
      were it not for the Extension Period, to the extent permitted by law (such
      interest referred to herein as “Additional Interest”). No Extension Period may
      end on a date other than a Distribution Payment Date. At the end of any such
      Extension Period, the Debenture Issuer shall pay all interest then accrued
      and
      unpaid on the Debentures (together with Additional Interest thereon);
provided, however, that no Extension Period may extend beyond the
      Maturity Date.  Prior to the termination of any Extension Period, the
      Debenture Issuer may further extend such period, provided that such period
      together with all such previous and further consecutive extensions thereof
      shall
      not exceed 20 consecutive quarterly periods, or extend beyond the Maturity
      Date.
      Upon the termination of any Extension Period and upon the payment of all accrued
      and unpaid interest and Additional Interest, the Debenture Issuer may commence
      a
      new Extension Period, subject to the foregoing requirements.  No
      interest or Additional Interest shall be due and payable during an Extension
      Period, except at the end thereof, but each installment of interest that would
      otherwise have been due and payable during such Extension Period shall bear
      Additional Interest.  During any Extension Period, Distributions on
      the Capital Securities shall be deferred for a period equal to the Extension
      Period.  If Distributions are deferred, the Distributions due shall be
      paid on the date that the related Extension Period terminates, to Holders of
      the
      Securities as they appear on the books and records of the Trust on the record
      date immediately preceding such date. Distributions on the Securities must
      be
      paid on the dates payable (after giving effect to any Extension Period) to
      the
      extent that the Trust has funds available for the payment of such distributions
      in the Property Account of the Trust.  The Trust’s funds available for
      Distribution to the Holders of the Securities will be limited to payments
      received from the Debenture Issuer.  The payment of Distributions out
      of moneys held by the Trust is guaranteed by the Guarantor pursuant to the
      Guarantee.

     

    The
      Capital Securities shall be redeemable as provided in the
      Declaration.

     


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned assigns and transfers this Capital Security
      Certificate to:

     

    


     

    (Insert
      assignee’s social security or tax identification number)

     

    


     

    


     

    


     

    (Insert
      address and zip code of assignee) and irrevocably appoints

     

    


     

    


     

    agent
      to
      transfer this Capital Security Certificate on the books of the
      Trust.  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 Capital Security Certificate)

     

    Signature
      Guarantee:1

     

    

      

    

      
      1
        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
        Security 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 Security registrar in
        addition to, or in substitution for, STAMP, all in accordance with the
        Securities Exchange Act of 1934, as amended.

       

    


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    EXHIBIT
      A-2

     

    FORM
      OF
      COMMON SECURITY CERTIFICATE

     

    THIS
      COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
      PURSUANT TO AN EXEMPTION FROM REGISTRATION.

     

    THIS
      CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF
      THE DECLARATION.

     

    Certificate
      Number
      C-1                                                                           387
      Common Securities

     

    October 31,
      2007

     

    Certificate
      Evidencing Fixed/Floating Rate Common Securities

     

    of

     

    CMTV
      Statutory Trust I

     

    CMTV
      Statutory Trust I, a statutory trust created under the laws of the State of
      Delaware (the “Trust”), hereby certifies that Community Bancorp. (the “Holder”)
      is the registered owner of common securities of the Trust representing undivided
      beneficial interests in the assets of the Trust (the “Common
      Securities”).  The Common Securities represented hereby are issued
      pursuant to, and the designation, rights, privileges, restrictions, preferences
      and other terms and provisions of the Common Securities shall in all respects
      be
      subject to, the provisions of the Amended and Restated Declaration of Trust
      of
      the Trust dated as of October 31, 2007, among Richard C. White,
      Alan A. Wing and Stephen P. Marsh, as Administrators, Wilmington Trust
      Company, as Delaware Trustee, Wilmington Trust Company, as Institutional
      Trustee, Community Bancorp., as Sponsor, and the holders from time to time
      of
      undivided beneficial interest in the assets of the Trust including the
      designation of the terms of the Common Securities as set forth in Annex I to
      such amended and restated declaration, as the same may be amended from time
      to
      time (the “Declaration”).  Capitalized terms used herein but not
      defined shall have the meaning given them in the Declaration.  The
      Holder is entitled to the benefits of the Guarantee to the extent provided
      therein.  The Sponsor will provide a copy of the Declaration, the
      Guarantee and the Indenture to the Holder without charge upon written request
      to
      the Sponsor at its principal place of business.

     

    As
      set
      forth in the Declaration, when an Event of Default has occurred and is
      continuing, the rights of Holders of Common Securities to payment in respect
      of
      Distributions and payments upon Liquidation, redemption or otherwise are
      subordinated to the rights of payment of Holders of the Capital
      Securities.

     

    Upon
      receipt of this Certificate, the Holder is bound by the Declaration and is
      entitled to the benefits thereunder.

     

    By
      acceptance of this Certificate, the Holder agrees to treat, for United States
      federal income tax purposes, the Debentures as indebtedness and the Common
      Securities as evidence of undivided beneficial ownership in the
      Debentures.

     

    This
      Common Security is governed by, and construed in accordance with, the laws
      of
      the State of Delaware, without regard to principles of conflict of
      laws.

     


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    IN
      WITNESS WHEREOF, the Trust has duly executed this certificate.

     

    CMTV
      STATUTORY TRUST I

    


    


    By:                                                                           

    Name:

    Title:
      Administrator


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    [FORM
      OF
      REVERSE OF COMMON SECURITY]

     

    Distributions
      payable on each Common Security will be payable at an annual rate equal to
      7.56%
      beginning on (and including) the date of original issuance and ending on (but
      excluding) the Distribution Payment Date in December 2012 and at an annual
      rate
      for each successive period beginning on (and including) the Distribution Payment
      Date in December 2012, and each succeeding Distribution Payment Date, and ending
      on (but excluding) the next succeeding Distribution Payment Date (each a
“Distribution Period”), equal to 3-Month LIBOR, determined as described below,
      plus 2.85% (the “Coupon Rate”), applied to the stated liquidation amount of
      $1,000.00 per Common Security, such rate being the rate of interest payable
      on
      the Debentures to be held by the Institutional Trustee. Distributions in arrears
      will bear interest thereon compounded quarterly at the Distribution Rate (to
      the
      extent permitted by applicable law).  The term “Distributions” as used
      herein includes cash distributions and any such compounded distributions unless
      otherwise noted.  A Distribution is payable only to the extent that
      payments are made in respect of the Debentures held by the Institutional Trustee
      and to the extent the Institutional Trustee has funds available
      therefor.  As used herein, “Determination Date” means the date that is
      two London Banking Days (i.e., a business day in which dealings in deposits
      in
      U.S. dollars are transacted in the London interbank market) preceding the
      commencement of the relevant Distribution Period.  The amount of the
      Distribution payable (i) for any Distribution Period commencing on or after
      the date of original issuance but before the Distribution Payment Date in
      December 2012 will be computed on the basis of a 360-day year of twelve 30-day
      months, and (ii) for the Distribution Period commencing on the Distribution
      Payment Date in December 2012 and each succeeding Distribution Period will
      be
      calculated by applying the Distribution Rate to the stated liquidation amount
      outstanding at the commencement of the Distribution Period and multiplying
      each
      such number by the actual number of days in the Distribution Period concerned
      divided by 360.

     

    “3-Month
      LIBOR” as used herein, means the London interbank offered interest rate for
      three-month U.S. dollar deposits determined by the Debenture Trustee in the
      following order of priority:  (i) the rate (expressed as a percentage
      per annum) for U.S. dollar deposits having a three-month maturity that appears
      on Reuters Page LIBOR01 as of 11:00 a.m. (London time) on the related
      Determination Date (“Reuters Page LIBOR01” means the display designated as
“LIBOR01” on Reuters or such other page as may replace Reuters Page LIBOR01 on
      that service or such other service or services as may be nominated by the
      British Bankers’ Association as the information vendor for the purpose of
      displaying London interbank offered rates for U.S. dollar deposits); (ii) if
      such rate cannot be identified on the related Determination Date, the Debenture
      Trustee will request the principal London offices of four leading banks in
      the
      London interbank market to provide such banks’ offered quotations (expressed as
      percentages per annum) to prime banks in the London interbank market for U.S.
      dollar deposits having a three-month maturity as of 11:00 a.m. (London time)
      on
      such Determination Date.  If at least two quotations are provided,
      3-Month LIBOR will be the arithmetic mean of such quotations; (iii) if fewer
      than two such quotations are provided as requested in clause (ii) above, the
      Debenture Trustee will request four major New York City banks to provide such
      banks’ offered quotations (expressed as percentages per annum) to leading
      European banks for loans in U.S. dollars as of 11:00 a.m. (London time) on
      such
      Determination Date.  If at least two such quotations are provided,
      3-Month LIBOR will be the arithmetic mean of such quotations; and (iv) if fewer
      than two such quotations are provided as requested in clause (iii) above,
      3-Month LIBOR will be a 3-Month LIBOR determined with respect to the
      Distribution Period immediately preceding such current Distribution
      Period.  If the rate for U.S. dollar deposits having a three-month
      maturity that initially appears on Reuters Page LIBOR01 as of 11:00 a.m. (London
      time) on the related Determination Date is superseded on the Reuters Page
      LIBOR01 by a corrected rate by 12:00 noon (London time) on such Determination
      Date, then the corrected rate as so substituted on the applicable page will
      be
      the applicable 3-Month LIBOR for such Determination Date.

     

    The
      Distribution Rate for any Distribution Period will at no time be higher than
      the
      maximum rate then permitted by New York law as the same may be modified by
      United States law.

     

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

     

    Except
      as
      otherwise described below, Distributions on the Common Securities will be
      cumulative, will accrue from the date of original issuance and will be payable
      quarterly in arrears on March 15, June 15, September 15 and
      December 15 of each year or if any such day is not a Business Day, then the
      next succeeding Business Day (each such day, a “Distribution Payment Date”) (it
      being understood that interest accrues for any such non-Business Day during
      the
      applicable Distribution Period, beginning on or after December 15, 2012),
      commencing on the Distribution Payment Date in December 2007.  The
      Debenture Issuer has the right under the Indenture to defer payments of interest
      on the Debentures, so long as no Acceleration Event of Default has occurred
      and
      is continuing, by extending the interest payment period on the Debentures for
      up
      to 20 consecutive quarterly periods (each an “Extension Period”) at any
      time and from time to time on the Debentures, subject to the conditions
      described below, during which Extension Period no interest shall be due and
      payable.  During any Extension Period, interest will continue to
      accrue on the Debentures, and interest on such accrued interest will accrue
      at
      an annual rate equal to the Distribution Rate in effect for each such Extension
      Period, compounded quarterly from the date such interest would have been payable
      were it not for the Extension Period, to the extent permitted by law (such
      interest referred to herein as “Additional Interest”). No Extension Period may
      end on a date other than a Distribution Payment Date.  At the end of
      any such Extension Period, the Debenture Issuer shall pay all interest then
      accrued and unpaid on the Debentures (together with Additional Interest
      thereon); provided, however, that no Extension Period may extend
      beyond the Maturity Date.  Prior to the termination of any Extension
      Period, the Debenture Issuer may further extend such period, provided that
      such
      period together with all such previous and further consecutive extensions
      thereof shall not exceed 20 consecutive quarterly periods, or extend beyond
      the
      Maturity Date. Upon the termination of any Extension Period and upon the payment
      of all accrued and unpaid interest and Additional Interest, the Debenture Issuer
      may commence a new Extension Period, subject to the foregoing requirements.
      No
      interest or Additional Interest shall be due and payable during an Extension
      Period, except at the end thereof, but each installment of interest that would
      otherwise have been due and payable during such Extension Period shall bear
      Additional Interest.  During any Extension Period, Distributions on
      the Common Securities shall be deferred for a period equal to the Extension
      Period.  If Distributions are deferred, the Distributions due shall be
      paid on the date that the related Extension Period terminates, to Holders of
      the
      Securities as they appear on the books and records of the Trust on the record
      date immediately preceding such date. Distributions on the Securities must
      be
      paid on the dates payable (after giving effect to any Extension Period) to
      the
      extent that the Trust has funds available for the payment of such distributions
      in the Property Account of the Trust. The Trust’s funds available for
      Distribution to the Holders of the Securities will be limited to payments
      received from the Debenture Issuer.

     

    The
      Common Securities shall be redeemable as provided in the
      Declaration.

     


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned assigns and transfers this Common Security Certificate
      to:

     

    


     

    (Insert
      assignee’s social security or tax identification number)

     

    


     

    


     

    (Insert
      address and zip code of assignee) and irrevocably appoints

     

    


     

    


     agent
      to transfer this Common Security Certificate on the books of the
      Trust.  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 Common Security
      Certificate)

     

    Signature:                                                                

     

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

     

    Signature
      Guarantee2

     

    

      

    

      
      2
        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
        Security 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 Security registrar in
        addition to, or in substitution for, STAMP, all in accordance with the
        Securities Exchange Act of 1934, as amended.

       

    


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    EXHIBIT
      B

     

    SPECIMEN
      OF INITIAL DEBENTURE

     

    (See
      Document No. 17)

     


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    EXHIBIT
      C

     

    PLACEMENT
      AGREEMENT

     

    (See
      Document No. 1)