Unassociated Document


    Exhibit
      4.2

     

     

    


    


     

    


     

    


     

    


     

    AMENDED
      AND RESTATED DECLARATION

     

    OF
      TRUST

     

    NPB
      Capital Trust VI

     

    Dated
      as
      of January 19, 2006

     

     

    
      
 


      
        
          
             

          

           

        

        
           

          
            

          

        

        
           

          
            TABLE
              OF CONTENTS


          

        

      



      
        	
                ARTICLE
                  I

                INTERPRETATION
                  AND DEFINITIONS

                 

              
	 	 	Page 
	 	 	 
	
                SECTION
                  1.1.

                 

              	
                Definitions

                 

              	
                1

                 

              
	
                ARTICLE
                  II

                ORGANIZATION

                 

              
	
                SECTION
                  2.1.

                 

              	
                Name

                 

              	
                8

                 

              
	
                SECTION
                  2.2.

                 

              	
                Office

                 

              	
                8

                 

              
	
                SECTION
                  2.3.

                 

              	
                Purpose

                 

              	
                9

                 

              
	
                SECTION
                  2.4.

                 

              	
                Authority

                 

              	
                9

                 

              
	
                SECTION
                  2.5.

                 

              	
                Title
                  to Property of the Trust

                 

              	
                9

                 

              
	
                SECTION
                  2.6.

                 

              	
                Powers
                  and Duties of the Trustees and the Administrators

                 

              	
                9

                 

              
	
                SECTION
                  2.7.

                 

              	
                Prohibition
                  of Actions by the Trust and the Trustees

                 

              	
                14

                 

              
	
                SECTION
                  2.8.

                 

              	
                Powers
                  and Duties of the Institutional Trustee

                 

              	
                15

                 

              
	
                SECTION
                  2.9.

                 

              	
                Certain
                  Duties and Responsibilities of the Trustees and the
                  Administrators

                 

              	
                16

                 

              
	
                SECTION
                  2.10.

                 

              	
                Certain
                  Rights of Institutional Trustee

                 

              	
                18

                 

              
	
                SECTION
                  2.11.

                 

              	
                Delaware
                  Trustee

                 

              	
                20

                 

              
	
                SECTION
                  2.12.

                 

              	
                Execution
                  of Documents

                 

              	
                21

                 

              
	
                SECTION
                  2.13.

                 

              	
                Not
                  Responsible for Recitals or Issuance of Securities

                 

              	
                21

                 

              
	
                SECTION
                  2.14.

                 

              	
                Duration
                  of Trust

                 

              	
                21

                 

              
	
                SECTION
                  2.15.

                 

              	
                Mergers

                 

              	
                21

                 

              
	
                ARTICLE
                  III

                SPONSOR

                 

              
	
                SECTION
                  3.1.

                 

              	
                Sponsor's
                  Purchase of Common Securities

                 

              	
                23

                 

              
	
                SECTION
                  3.2.

                 

              	
                Responsibilities
                  of the Sponsor

                 

              	
                23

                 

              
	 	 	 


         

         

         

        
          
             

          

          
            ii

            
              

            

          

          
             

          

        

         

        
          TABLE
            OF CONTENTS

          (continued)


        

        
          	
                   

                  ARTICLE
                    IV

                  TRUSTEES
                    AND ADMINISTRATORS

                   

                
	 	 	Page 
	 	 	 
	
                  SECTION
                    4.1.

                   

                	
                  Number
                    of Trustees

                   

                	
                  24

                   

                
	
                  SECTION
                    4.2.

                   

                	
                  Delaware
                    Trustee

                   

                	
                  24

                   

                
	
                  SECTION
                    4.3.

                   

                	
                  Institutional
                    Trustee; Eligibility

                   

                	
                  24

                   

                
	
                  SECTION
                    4.4.

                   

                	
                  Certain
                    Qualifications of the Delaware Trustee Generally

                   

                	
                  25

                   

                
	
                  SECTION
                    4.5.

                   

                	
                  Administrators

                   

                	
                  25

                   

                
	
                  SECTION
                    4.6.

                   

                	
                  Initial
                    Delaware Trustee

                   

                	
                  25

                   

                
	
                  SECTION
                    4.7.

                   

                	
                  Appointment,
                    Removal and Resignation of the Trustees and the
                    Administrators

                   

                	
                  25

                   

                
	
                  SECTION
                    4.8.

                   

                	
                  Vacancies
                    Among Trustees

                   

                	
                  27

                   

                
	
                  SECTION
                    4.9.

                   

                	
                  Effect
                    of Vacancies

                   

                	
                  27

                   

                
	
                  SECTION
                    4.10.

                   

                	
                  Meetings
                    of the Trustees and the Administrators

                   

                	
                  27

                   

                
	
                  SECTION
                    4.11.

                   

                	
                  Delegation
                    of Power

                   

                	
                  28

                   

                
	
                  SECTION
                    4.12.

                   

                	
                  Merger,
                    Conversion, Consolidation or Succession to Business

                   

                	
                  28

                   

                
	
                  ARTICLE
                    V

                  DISTRIBUTIONS

                   

                
	
                  SECTION
                    5.1.

                   

                	
                  Distributions

                   

                	
                  28

                   

                
	
                  ARTICLE
                    VI

                  ISSUANCE
                    OF SECURITIES

                   

                
	
                  SECTION
                    6.1.

                   

                	
                  General
                    Provisions Regarding Securities

                   

                	
                  29

                   

                
	
                  SECTION
                    6.2.

                   

                	
                  Paying
                    Agent, Transfer Agent, Calculation Agent and Registrar

                   

                	
                  30

                   

                
	
                  SECTION
                    6.3.

                   

                	
                  Form
                    and Dating

                   

                	
                  31

                   

                
	
                  SECTION
                    6.4.

                   

                	
                  Book-Entry
                    Capital Securities

                   

                	
                  31

                   

                
	
                  SECTION
                    6.5.

                   

                	
                  Mutilated,
                    Destroyed, Lost or Stolen Certificates

                   

                	
                  33

                   

                
	
                  SECTION
                    6.6.

                   

                	
                  Temporary
                    Securities

                   

                	
                  33

                   

                
	 	 	 
	
                  SECTION
                    6.7.

                   

                	
                  Cancellation

                   

                	
                  34

                   

                


           

           

          
            
               

            

            
              iii

              
                

              

            

            
               

            

          

           

          
            TABLE
              OF CONTENTS

            (continued)


          

           

          
            	 	 	Page  
	 	 	 
	
                    SECTION
                      6.8.

                     

                  	
                    Rights
                      of Holders; Waivers of Past Defaults

                     

                  	
                    34

                     

                  
	
                    ARTICLE
                      VII

                    DISSOLUTION
                      AND TERMINATION OF TRUST

                     

                  
	
                    SECTION
                      7.1.

                     

                  	
                    Dissolution
                      and Termination of Trust

                     

                  	
                    36

                     

                  
	
                    ARTICLE
                      VIII

                    TRANSFER
                      OF INTERESTS

                     

                  
	
                    SECTION
                      8.1.

                     

                  	
                    General

                     

                  	
                    37

                     

                  
	
                    SECTION
                      8.2.

                     

                  	
                    Transfer
                      Procedures and Restrictions

                     

                  	
                    38

                     

                  
	
                    SECTION
                      8.3.

                     

                  	
                    Deemed
                      Security Holders

                     

                  	
                    41

                     

                  
	
                    ARTICLE
                      IX

                    LIMITATION
                      OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

                     

                  
	
                    SECTION
                      9.1.

                     

                  	
                    Liability

                     

                  	
                    41

                     

                  
	
                    SECTION
                      9.2.

                     

                  	
                    Exculpation

                     

                  	
                    42

                     

                  
	
                    SECTION
                      9.3.

                     

                  	
                    Fiduciary
                      Duty

                     

                  	
                    43

                     

                  
	
                    SECTION
                      9.4.

                     

                  	
                    Indemnification

                     

                  	
                    43

                     

                  
	
                    SECTION
                      9.5.

                     

                  	
                    Outside
                      Businesses

                     

                  	
                    46

                     

                  
	
                    SECTION
                      9.6.

                     

                  	
                    Compensation;
                      Fee

                     

                  	
                    47

                     

                  
	
                    ARTICLE
                      X

                    ACCOUNTING

                     

                  
	
                    SECTION
                      10.1.

                     

                  	
                    Fiscal
                      Year

                     

                  	
                    47

                     

                  
	
                    SECTION
                      10.2.

                     

                  	
                    Certain
                      Accounting Matters

                     

                  	
                    47

                     

                  
	
                    SECTION
                      10.3.

                     

                  	
                    Banking

                     

                  	
                    48

                     

                  
	
                    SECTION
                      10.4.

                     

                  	
                    Withholding

                     

                  	
                    48

                     

                  
	
                    ARTICLE
                      XI

                    AMENDMENTS
                      AND MEETINGS

                     

                  
	
                    SECTION
                      11.1.

                     

                  	
                    Amendments

                     

                  	
                    49

                     

                  
	 	 	 
	
                    SECTION
                      11.2.

                     

                  	
                    Meetings
                      of the Holders of the Securities; Action by Written Consent

                     

                  	
                    51

                     

                  


             

             

             

             

             

            
              
                 

              

              
                iv

                
                  

                

              

              
                 

              

            

            
               

               

              
                TABLE
                  OF CONTENTS

                (continued)


              

               

              
                	
                        ARTICLE
                          XII

                        REPRESENTATIONS
                          OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE

                         

                      
	 	 	Page
	 	 	 
	
                        SECTION
                          12.1.

                         

                      	
                        Representations
                          and Warranties of Institutional Trustee

                         

                      	
                        52

                         

                      
	
                        SECTION
                          12.2.

                         

                      	
                        Representations
                          and Warranties of Delaware Trustee

                         

                      	
                        53

                         

                      
	
                        ARTICLE
                          XIII

                        MISCELLANEOUS

                         

                      
	
                        SECTION
                          13.1.

                         

                      	
                        Notices

                         

                      	
                        54

                         

                      
	
                        SECTION
                          13.2.

                         

                      	
                        Governing
                          Law

                         

                      	
                        55

                         

                      
	
                        SECTION
                          13.3.

                         

                      	
                        Submission
                          to Jurisdiction

                         

                      	
                        55

                         

                      
	
                        SECTION
                          13.4.

                         

                      	
                        Intention
                          of the Parties

                         

                      	
                        56

                         

                      
	
                        SECTION
                          13.5.

                         

                      	
                        Headings

                         

                      	
                        56

                         

                      
	
                        SECTION
                          13.6.

                         

                      	
                        Successors
                          and Assigns

                         

                      	
                        56

                         

                      
	
                        SECTION
                          13.7.

                         

                      	
                        Partial
                          Enforceability

                         

                      	
                        56

                         

                      
	
                        SECTION
                          13.8.

                         

                      	
                        Counterparts

                         

                      	
                        56

                         

                      


              

            

          

        

      



    

      
        	
                ANNEXES
                  AND EXHIBITS

                 

              	 
	
                ANNEX
                  I

                 

              	
                Terms
                  of TP Securities and Common Securities

                 

              
	
                EXHIBIT
                  A-1

              	
                Form
                  of Capital Security Certificate

              
	
                EXHIBIT
                  A-2

              	
                Form
                  of Common Security
                  Certificate

              


      

    

    
 

     

     

    
      
         

      

      
        v

        
          

        

      

      
         

      

    

    
 

    AMENDED
      AND RESTATED DECLARATION OF TRUST

     

    OF

     

    NPB
      Capital Trust VI

     

    January
      19, 2006

     

    AMENDED
      AND RESTATED DECLARATION OF TRUST (this "Declaration"), dated and effective
      as
      of January 19, 2006, by the Trustees (as defined herein), the Administrators
      (as
      defined herein), the Sponsor (as defined herein) and the holders from time
      to
      time of undivided beneficial interests in the assets of the Trust (as defined
      herein) to be issued pursuant to this Declaration.

     

    WHEREAS,
      the Delaware Trustee and the Sponsor established NPB Capital Trust VI (the
      "Trust"), a statutory trust under the Statutory Trust Act (as defined herein),
      pursuant to a Declaration of Trust, dated as of January 13, 2006 (the "Original
      Declaration"), and a Certificate of Trust filed with the Secretary of State
      of
      the State of Delaware on January 13, 2006, 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 the Debentures (as
      defined herein) of the Debenture Issuer (as defined herein) in connection with
      the issuance of the Capital Securities (as defined herein);

     

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

     

    WHEREAS,
      all of 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, and 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, and, in consideration of the mutual covenants contained
      herein and other good and valuable consideration, the receipt of which is hereby
      acknowledged, the parties, intending to be legally bound hereby, amend and
      restate in its entirety the Original Declaration and 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 or
      elsewhere herein have the respective meanings assigned to them in this Section
      1.1 or, if not defined in this Section 1.1 or elsewhere herein, in the
      Indenture;

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      


       

      (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;

       

      (e)  a
        term
        defined in the Trust Indenture Act (as defined herein) has the same meaning
        when
        used in this Declaration unless otherwise defined in this Declaration or
        unless
        the context otherwise requires; and

       

      (f)  a
        reference to the singular includes the plural and vice versa.

       

    

     

    "Additional
      Interest" has the meaning set forth in Section 3.06 of the
      Indenture.

     

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

     

    "Administrators"
      means each of Gary L. Rhoads and Sandra L. Spayd, solely in such Person's
      capacity as Administrator of the Trust 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.

     

    "Applicable
      Depositary Procedures" means, with respect to any transfer or transaction
      involving a Book-Entry Capital Security, the rules and procedures of the
      Depositary for such Book-Entry Capital Security, in each case to the extent
      applicable to such transaction and as in effect from time to time.

     

    "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 enters 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 appoints a
      receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
      official of such Person or for any substantial part of its property, or orders
      the winding-up or liquidation of its affairs, and such decree, appointment
      or
      order remains unstayed and in effect for a period of 90 consecutive days;
      or

     

    


    
      
        
           

        

        
          -2-

          
            

          

        

        
           

        

      

    

    


    


     

    (b) such
      Person commences a voluntary case under any applicable bankruptcy, insolvency
      or
      other similar law now or hereafter in effect, consents to the entry of an order
      for relief in an involuntary case under any such law, or consents 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 makes any general assignment for the
      benefit of creditors, or fails generally to pay its debts as they become
      due.

     

    "Book-Entry
      Capital Security" means a Capital Security, the ownership and transfers of
      which
      shall be made through book entries by a Depositary.

     

    "Business
      Day" means any day other than Saturday, Sunday or any other day on which banking
      institutions in Wilmington, Delaware, Boyertown, Pennsylvania, New York City
      or
      the city of the Corporate Trust Office are permitted or required by any
      applicable law or executive order to close.

     

    "Calculation
      Agent" has the meaning set forth in Section 1.01 of the Indenture.

     

    "Capital
      Securities" has the meaning set forth in Section 6.1(a).

     

    "Capital
      Securities Purchase Agreement" means the Capital Securities Purchase Agreement
      dated as of January 13, 2006 among the Trust, the Sponsor and Merrill Lynch
      International.

     

    "Capital
      Security Certificate" means a definitive Certificate registered in the name
      of
      the Holder 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.

     

    "Certificate
      of Trust" means the certificate of trust filed with the Secretary of State
      of
      the State of Delaware with respect to the Trust, as amended and restated from
      time to time.

     

    "Closing
      Date" means the date of execution and delivery of this Declaration.

     

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

     

    "Commission"
      means the United States Securities and Exchange Commission.

     

    "Common
      Securities" has the meaning set forth in Section 6.1(a).

     

    "Common
      Security Certificate" means a definitive Certificate registered in the name
      of
      the Holder 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,

     

    


    
      
        
           

        

        
          -3-

          
            

          

        

        
           

        

      

    

    


    representatives
      or agents of any Administrator; or (d) any officer, employee or agent of the
      Trust or its Affiliates.

     

    "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 shall at all times be located
      in
      the United States and at the date of execution of this Declaration is located
      at
      LaSalle Bank National Association, 135 S. LaSalle Street, Suite 1511, Chicago,
      Illinois 60603, Attn: CDO Trust Services Group - NPB Capital Trust
      VI.

     

    "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) the Trust's
      Affiliates; and (b) any Holder of Securities.

     

    "Debenture
      Issuer" means National Penn Bancshares, Inc., a bank holding company
      incorporated in Pennsylvania, in its capacity as issuer of the Debentures under
      the Indenture.

     

    "Debenture
      Trustee" means LaSalle Bank National Association, not in its individual capacity
      but solely as trustee under the Indenture until a successor is appointed
      thereunder, and thereafter means such successor trustee.

     

    "Debentures"
      means the Junior Subordinated Debt Securities due March 15, 2036 to be issued
      by
      the Debenture Issuer under the Indenture.

     

    "Deferred
      Interest" means any interest on the Debentures that would have been overdue
      and
      unpaid for more than one Distribution Payment Date but for the imposition of
      an
      Extension Period, and the interest that shall accrue (to the extent that the
      payment of such interest is legally enforceable) on such interest at the Coupon
      Rate applicable during such Extension Period, compounded quarterly from the
      date
      on which such Deferred Interest would otherwise have been due and payable until
      paid or made available for payment.

     

    "Definitive
      Capital Securities" means any Capital Securities in definitive form issued
      by
      the Trust.

     

    "Depositary"
      means an organization registered as a clearing agency under the Exchange Act
      that is designated as Depositary by the Sponsor or any successor thereto. DTC
      will be the initial Depositary.

     

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

     

    "Delaware
      Trustee" has the meaning set forth in Section 4.2.

     

    "Direct
      Action" has the meaning set forth in Section 2.8(e).

     

    


    
      
        
           

        

        
          -4-

          
            

          

        

        
           

        

      

    

    


    


     

    "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(e) of Annex
      I.

     

    "DTC"
      means The Depository Trust Company or any successor thereto.

     

    "Distribution
      Payment Period" means the period from and including a Distribution Payment
      Date,
      or in the case of the first Distribution Payment Period, the original date
      of
      issuance of the Securities, to, but excluding, the next succeeding Distribution
      Payment Date or, in the case of the last Distribution Payment Period, the
      Redemption Date, Special Redemption Date or Maturity Date (each as defined
      in
      the Indenture), as the case may be, for the related Debentures.

     

    "Event
      of
      Default" means the occurrence of an Indenture Event of Default.

     

    "Exchange
      Act" means the Securities Exchange Act of 1934, as amended from time to time,
      or
      any successor legislation.

     

    "Extension
      Period" has the meaning set forth in paragraph 2(e) 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 the Delaware Trustee,
      and any officers, directors, shareholders, members, partners, employees,
      representatives, custodians, nominees or agents of the Institutional Trustee
      or
      the Delaware Trustee.

     

    "Fiscal
      Year" has the meaning set forth in Section 10.1.

     

    "Global
      Capital Security" means a Capital Securities Certificate evidencing ownership
      of
      Book-Entry Capital Securities.

     

    "Guarantee"
      means the Guarantee Agreement, dated as of the Closing Date, of the Sponsor
      (the
“Guarantor”) in respect of the Capital Securities.

     

    "Holder"
      means a Person in whose name a Certificate representing a Security is registered
      on the register maintained by or on behalf of the Registrar, 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.

     

    


    
      
        
           

        

        
          -5-

          
            

          

        

        
           

        

      

    

    


    


     

    "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.

     

    "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.

     

    "Legal
      Action" has the meaning set forth in Section 2.8(e).

     

    "LIBOR"
      means the London Interbank Offered Rate for U.S. Dollar deposits in Europe
      as
      determined by the Calculation Agent according to paragraph 2(b) of Annex
      I.

     

    "LIBOR
      Banking Day" has the meaning set forth in paragraph 2(b)(1) of Annex
      I.

     

    "LIBOR
      Business Day" has the meaning set forth in paragraph 2(b)(1) of Annex
      I.

     

    "LIBOR
      Determination Date" has the meaning set forth in paragraph 2(b)(1) 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 Holders 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.

     

    "Notice"
      has the meaning set forth in Section 2.11 of the Indenture.

     

    "Officers'
      Certificate" 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 provided for in this
      Declaration shall include:

     

    (a) a
      statement that each officer signing the Officers' 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 Officers' Certificate;

     

    


    
      
        
           

        

        
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    (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.

     

    "Owner"
      means each Person who is the beneficial owner of Book-Entry Capital Securities
      as reflected in the records of the Depositary or, if a Depositary Participant
      is
      not the beneficial owner, then the beneficial owner as reflected in the records
      of the Depositary Participant.

     

    "Paying
      Agent" has the meaning set forth in Section 6.2.

     

    "Payment
      Amount" has the meaning set forth in Section 5.1.

     

    "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.

     

    "PORTAL"
      has the meaning set forth in Section 2.6(a)(i)(E).

     

    "Property
      Account" has the meaning set forth in Section 2.8(c).

     

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

     

    "QIB"
      means a "qualified institutional buyer" as defined under Rule 144A.

     

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

     

    "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(a) of Annex I. 

     

    "Registrar"
      has the meaning set forth in Section 6.2.

     

    "Relevant
      Trustee" has the meaning set forth in Section 4.7(a).

     

    "Responsible
      Officer" means, with respect to the Institutional Trustee, any officer within
      the Corporate Trust Office of the Institutional Trustee with direct
      responsibility for the administration of this Declaration, including any
      vice-president, any assistant vice-president, any

     

    


    
      
        
           

        

        
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    secretary,
      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(c). 

     

    "Rule
      144A" means Rule 144A under the Securities Act.

     

    "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, as
      applicable.

     

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

     

    "Sponsor"
      means National Penn Bancshares, Inc., a bank holding company that is a U.S.
      Person incorporated in Pennsylvania, or any successor entity in a merger,
      consolidation or amalgamation that is a U.S. Person, in its capacity as sponsor
      of the Trust.

     

    "Statutory
      Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code
§
3801 et seq., as it may be amended from time to time, or any successor
      legislation.

     

    "Successor
      Delaware Trustee" has the meaning set forth in Section 4.7(e).

     

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

     

    "Successor
      Institutional Trustee" has the meaning set forth in Section 4.7(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 Holders 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.

     

    "Transfer
      Agent" has the meaning set forth in Section 6.2.

     

    


    
      
        
           

        

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

     

    "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.

     

    "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.

     

    "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 continued hereby and shall be known as "NPB Capital Trust VI," as
      such
      name may be modified from time to time by the Administrators following written
      notice to the Institutional Trustee and 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, which shall be in a state of
      the
      United States or the District of Columbia, is Philadelphia and Reading Avenues,
      Boyertown, PA 19512. On ten Business Days' written notice to the Institutional
      Trustee and the Holders of the Securities, the Administrators may designate
      another principal office, which shall be in a state of the United States or
      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 incidental thereto that are deemed necessary or advisable by the
      Institutional Trustee, including, without limitation, those activities specified
      in this Declaration. 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 on behalf of the Trust and in accordance with such
      Trustee's 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.

     

     

     

    
      
         

      

      
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    SECTION
      2.5.   Title
      to Property of the Trust.
      Except
      as provided in Section 2.6(g) and 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 Administrators and, at the direction of the
      Administrators, the Trustees, shall have the authority to enter into all
      transactions and agreements determined by the Administrators 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, duty and authority, and is hereby
      authorized, to act on behalf of the Trust with respect to the following
      matters:

     

    (A)  the
      issuance and sale of the Securities;

     

    (B)  to
      acquire the Debentures with the proceeds of the sale of the Securities;
      provided, however, that the Administrators shall cause legal title to the
      Debentures to be held of record in the name of the Institutional Trustee for
      the
      benefit of the Holders;

     

    (C)  to
      cause
      the Trust to enter into, and to execute, deliver and perform 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,
      a Debenture subscription agreement between the Trust and the Sponsor and a
      Common Securities subscription agreement between the Trust and the
      Sponsor;

     

    (D)  ensuring
      compliance with the Securities Act and applicable state securities or blue
      sky
      laws;

     

    (E)  if
      and at
      such time determined solely by the Sponsor at the request of the Holders,
      assisting in the designation of the Capital Securities for trading in the
      Private Offering, Resales and Trading through the Automatic Linkages ("PORTAL")
      system if available;

     

    (F)  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, including notice of any notice received from the Debenture
      Issuer of its election to defer payments of interest on the Debentures by
      extending the interest payment period under the Indenture;

     

     

     

     

    
      
         

      

      
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    (G)  the
      appointment of a Paying Agent, Transfer Agent and Registrar in accordance with
      this Declaration;

     

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

     

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

     

    (J)  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;

     

    (K)  the
      taking of any action incidental to the foregoing as the Sponsor or an
      Administrator 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);

     

    (L)  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;

     

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

     

    (N)  to
      negotiate the terms of, and the execution and delivery of, the Placement
      Agreement and the Capital Securities Purchase Agreement related thereto,
      providing for the sale of the Capital Securities;

     

    (O)  to
      employ
      or otherwise engage employees, agents (who may be designated as officers with
      titles), managers, contractors, advisors, attorneys and consultants and pay
      reasonable compensation for such services;

     

    (P)  to
      incur
      expenses that are necessary or incidental to carry out any of the purposes
      of
      the Trust;

     

    (Q)  to
      give
      the certificate required by § 314(a)(4) of the Trust Indenture Act to the
      Institutional Trustee, which certificate may be executed by an Administrator;
      and

     

     

     

    
      
         

      

      
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    (R)  to
      take
      all action that may be necessary or appropriate for the preservation and the
      continuation of the Trust's valid existence, rights, franchises and privileges
      as a statutory trust under the laws of each jurisdiction (other than the State
      of Delaware) in which such existence is necessary to protect the limited
      liability of the Holders of the Capital Securities or to enable the Trust to
      effect the purposes for which the Trust was created.

     

    (ii)  As
      among
      the Trustees and the Administrators, the Institutional Trustee shall have the
      power, duty and authority, and is hereby authorized, 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;

     

    (I)  after
      any
      Event of Default (of which the Institutional Trustee has knowledge (as provided
      in Section 2.10(m) hereof)) (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);

     

    (J)  to
      take
      all action that may be necessary or appropriate 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 to protect the
      limited liability of the Holders of the Capital Securities or to enable the
      Trust to effect the purposes for which the Trust was created; and

     

     

     

    
      
         

      

      
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    (K)  to
      undertake any actions set forth in § 317(a) of the Trust Indenture
      Act.

     

    (iii)  The
      Institutional Trustee shall have the power and authority, and is hereby
      authorized, 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)(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 cause (or in the case of the Institutional Trustee, to the actual
      knowledge of a Responsible Officer would cause) the Trust to fail or cease
      to
      qualify as a "grantor trust" for United States federal income tax purposes,
      (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 advisement of and direction to the Trustees 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; and

     

     

     

    
      
         

      

      
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    (iii)  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, the Institutional Trustee
      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 (i) the Trust will not be deemed to be an Investment Company
      (in
      the case of the Institutional Trustee, to the actual knowledge of a Responsible
      Officer), and (ii) the Trust will not fail to be classified as a grantor trust
      for United States federal income tax purposes (in the case of the Institutional
      Trustee, to the actual knowledge of a Responsible Officer) and (iii) the Trust
      will 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 the case of the Institutional Trustee, to the actual knowledge
      of a
      Responsible Officer). In this connection, the Institutional Trustee, 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 or this Declaration, as amended from time to time, that each of the
      Institutional Trustee, the Administrators and such Holders determine in their
      discretion to be necessary or desirable for such purposes, even if such action
      adversely affects the interests of the Holders of the Capital
      Securities.

     

    (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 shall have no
      obligations with respect to such expenses.

     

    (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 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 Trustees.
      The
      Trust shall not, and the Institutional Trustee and the Administrators shall
      not,
      and the Administrators 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 and the Administrators shall
      not
      cause the Trust to:

     

    (a)  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;

     

     

     

    
      
         

      

      
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    (b)  acquire
      any assets other than as expressly provided herein;

     

    (c)  possess
      Trust Property for other than a Trust purpose;

     

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

     

    (e)  possess
      any power or otherwise act in such a way as to vary the Trust Property or the
      terms of the Securities;

     

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

     

    (g)  other
      than as provided in this Declaration (including Annex I), (i) direct the time,
      method and place of exercising any trust or power conferred upon the Debenture
      Trustee with respect to the Debentures, (ii) waive any past default that is
      waivable under the Indenture, (iii) exercise any right to rescind or annul
      any
      declaration that the principal of all the Debentures shall be due and payable,
      or (iv) 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 experienced in such matters to the
      effect that such amendment, modification or termination 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. 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 4.7. 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 United States (as defined in Treasury Regulations §
301.7701-7), 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 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;

     

     

     

    
      
         

      

      
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    (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 shall take all actions and perform such duties as may
      be
      specifically required of the Institutional Trustee pursuant to the terms of
      the
      Securities.

     

    (e)  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 (a "Legal Action") which arise out of or in connection
      with an Event of Default of which a Responsible Officer of the Institutional
      Trustee has actual knowledge or the Institutional Trustee's duties and
      obligations under this Declaration or the Trust Indenture Act; 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 premium,
      if any, on or principal of the Debentures on the date such interest, premium,
      if
      any, 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 premium, if any, 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 a
      Holder of the Common Securities may exercise such right of subrogation only
      if
      no Event of Default with respect to the Capital Securities has occurred and
      is
      continuing.

     

    (f)  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 (including Annex I) and the certificate of cancellation
      referenced in Section 7.1(b) has been filed; or

     

    (ii)  a
      Successor Institutional Trustee has been appointed and has accepted that
      appointment in accordance with Section 4.7.

     

    (g)  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.

     

     

     

    
      
         

      

      
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    (h)  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 the
      Administrators.
      

     

    (a)  The
      Institutional Trustee, before the occurrence of any Event of Default (of which
      the Institutional Trustee has knowledge (as provided in Section 2.10(m) hereof))
      and after the curing of all 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 (of which the
      Institutional Trustee has knowledge (as provided in Section 2.10(m) hereof)),
      has occurred (that has not been cured or waived pursuant to Section 6.8), 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 and, in the case of the Institutional Trustee,
      by
      the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
      Declaration shall require any Trustee or Administrator to expend or risk its
      own
      funds or otherwise incur any financial liability in the performance of any
      of
      its duties hereunder, or in the exercise of any of its rights or powers, if
      it
      shall have reasonable grounds for believing that repayment of such funds or
      adequate indemnity satisfactory to it against such risk or 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 the Administrators shall be
      subject to the provisions of this Article. Nothing in this Declaration shall
      be
      construed to release a Trustee from liability for its own negligent action,
      its
      own negligent failure to act, or its own willful misconduct or bad faith.
      Nothing in this Declaration shall be construed to release an Administrator
      from
      liability for its own gross negligent action, its own gross negligent failure
      to
      act, or its own willful misconduct or bad faith. 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 Administrator shall not be liable
      to the Trust or to any Holder for such Trustee's or 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 Trustees 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 or, in the case of the Institutional
      Trustee, in the Trust Indenture Act.

     

     

    
      
         

      

      
        -17-

        
          

        

      

      
         

      

    

     

    (d)  No
      provision of this Declaration shall be construed to relieve the Institutional
      Trustee from liability for its own negligent action, its own negligent failure
      to act, or its own willful misconduct or bad faith with respect to matters
      that
      are within the authority of the Institutional Trustee under this Declaration,
      except that:

     

    (i)  the
      Institutional Trustee shall not be liable for any error or judgment made in
      good
      faith by a Responsible 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, safe keeping
      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 own account, subject to the protections and
      limitations on liability afforded to the Institutional Trustee under this
      Declaration and the Trust Indenture Act;

     

    (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, written
      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;

     

     

     

    
      
         

      

      
        -18-

        
          

        

      

      
         

      

    

     

    (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 opinion 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 in its sole discretion shall deem advisable and in the
      best interests of the Holders, in which event the Institutional Trustee shall
      have no liability except for its own negligence, willful misconduct or bad
      faith;

     

     

    (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, in the absence of bad
      faith on its part, request and conclusively rely upon an Officers' Certificate
      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, upon the occurrence of an Event of Default (of which
      the
      Institutional Trustee has knowledge (as provided in Section 2.10(m) hereof))
      that has not been cured or waived, of its obligation to exercise the rights
      and
      powers vested in it by this Declaration;

     

     

     

    
      
         

      

      
        -19-

        
          

        

      

      
         

      

    

     

    (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 Common Securities and the Capital Securities, which instructions may
      be
      given only by the Holders of the same proportion in liquidation amount of the
      Common Securities and the Capital Securities as would be entitled to direct
      the
      Institutional Trustee under the terms of the Common Securities and 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 has actual knowledge
      of such event or the Institutional Trustee receives written notice of such
      event
      from any Holder, except with respect to an Event of Default pursuant to Sections
      5.01(a), 5.01(b) or 5.01(c) of the Indenture (other than an Event of Default
      resulting from the default in the payment of Additional Interest or premium,
      if
      any, if the Institutional Trustee does not have actual knowledge or written
      notice that such payment is due and payable), of which the Institutional Trustee
      shall be deemed to have knowledge;

     

     

     

    
      
         

      

      
        -20-

        
          

        

      

      
         

      

    

     

    (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
      4.2,
      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 4.2,
      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
      and deliver on behalf of the Trust any documents, agreements, instruments or
      certificates 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 dissolved pursuant to the provisions of Article VII hereof, shall
      have existence for thirty-five (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 Person, except as described in this Section 2.15
      and
      except with respect to the distribution of 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 Administrators and the Institutional Trustee (which
      consent will not be unreasonably withheld) and without the consent of the
      Holders of the Capital Securities, consolidate, amalgamate, merge with or into,
      or be replaced by, or convey, transfer or lease its properties and assets as
      an
      entirety or substantially as an entirety to a trust organized as such under
      the
      laws of any state; provided,
      that:

     

     

     

    
      
         

      

      
        -21-

        
          

        

      

      
         

      

    

     

    (i)  if
      the
      Trust is not the survivor, 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
      the
      same powers and duties as the Institutional Trustee;

     

    (iii)  the
      Capital Securities or any Successor Securities (excluding any securities
      substituted for the Common Securities) are listed or quoted, or any Successor
      Securities will be listed or quoted upon notification of issuance, on any
      national securities exchange or with another organization on which the Capital
      Securities are then listed or quoted, if any;

     

    (iv)  such
      merger, consolidation, amalgamation, replacement, conveyance, transfer or lease
      does not cause the rating on the Capital Securities (including any Successor
      Securities) to be downgraded or withdrawn by any nationally recognized
      statistical rating organization, if the Capital Securities are then
      rated;

     

    (v)  such
      merger, consolidation, amalgamation, replacement, conveyance, transfer or lease
      does not adversely affect the rights, preferences and privileges of the Holders
      of the Securities (including any Successor Securities) in any material respect
      (other than with respect to any dilution of such Holders' interests in the
      Successor Entity as a result of such merger, consolidation, amalgamation or
      replacement);

     

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

     

    (vii)  prior
      to
      such merger, consolidation, amalgamation, replacement, conveyance, transfer
      or
      lease, the Trust has received a written opinion of a nationally recognized
      independent counsel to the Trust experienced in such matters to the effect
      that:

     

    (A)  such
      merger, consolidation, amalgamation, replacement, conveyance, transfer or lease
      does not adversely affect the rights, preferences and privileges of the Holders
      of the Securities (including any Successor Securities) in any material respect
      (other than with respect to any dilution of the Holders' interests in the
      Successor Entity);

     

     

     

    
      
         

      

      
        -22-

        
          

        

      

      
         

      

    

     

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

     

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

     

     

    (viii)  the
      Sponsor guarantees the obligations of such Successor Entity under the Successor
      Securities to the same extent provided by the Guarantee, the Debentures and
      this
      Declaration; and

     

    (ix)  prior
      to
      such merger, consolidation, amalgamation, replacement, conveyance, transfer
      or
      lease, 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 of this paragraph (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 liquidation amount of the Securities, consolidate, amalgamate, merge with
      or
      into, or be replaced by, or convey, transfer or lease its properties and assets
      as an entirety or substantially as an entirety to, any other Person or permit
      any other Person to consolidate, amalgamate, merge with or into, or replace
      it
      if such consolidation, amalgamation, merger, replacement, conveyance, transfer
      or lease 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 and sole decision 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 or register
      for sale of 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;

     

    (b)  to
      prepare for filing and request the Administrators to cause the filing by the
      Trust, as may be appropriate, of an application to the PORTAL system, for
      listing or quotation upon notice of issuance of any Capital Securities, as
      requested by the Holders of not less than a Majority in liquidation amount
      of
      the Capital Securities; and

     

     

     

    
      
         

      

      
        -23-

        
          

        

      

      
         

      

    

     

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

     

      

     

    ARTICLE
      IV  

     

    TRUSTEES
      AND ADMINISTRATORS

     

    SECTION
      4.1.   Number
      of Trustees.
      The
      number of Trustees initially shall 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.
      If
      required by the Statutory Trust Act, one Trustee (the "Delaware Trustee") shall
      be:

     

    (a)  a
      natural
      person who is a resident of the State of Delaware; or

     

    (b)  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.

     

    SECTION
      4.3.   Institutional
      Trustee; Eligibility.
      

     

    (a)  There
      shall at all times be one Trustee which shall act as Institutional 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 national association organized and doing business under
      the laws of the United States of America or any state thereof or of the District
      of Columbia and authorized under such laws to exercise corporate trust powers,
      having a combined capital and surplus of at least fifty million U.S. dollars
      ($50,000,000), and subject to supervision or examination by federal, state
      or
      District of Columbia authority. If such corporation or national association
      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 or national association shall be deemed to be its combined
      capital and surplus as set forth in its most recent report of condition so
      published.

     

     

     

    
      
         

      

      
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    (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 4.7.

     

    (c)  If
      the
      Institutional Trustee has or shall acquire any "conflicting interest" within
      the
      meaning of § 310(b) of the Trust Indenture Act, 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 LaSalle Bank National
      Association.

     

    SECTION
      4.4.   Certain
      Qualifications of the Delaware Trustee Generally.
      The
      Delaware Trustee shall be a U.S. Person and either a natural person who is
      at
      least 21 years of age or a legal entity that shall act through one or more
      Authorized Officers.

     

    SECTION
      4.5.   Administrators.
      Each
      Administrator shall be a U.S. Person. 

     

    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 acting alone.

     

    SECTION
      4.6.   Initial
      Delaware Trustee.
      The
      initial Delaware Trustee shall be Christiana Bank & Trust
      Company.

     

    SECTION
      4.7.   Appointment,
      Removal and Resignation of the Trustees and the 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 4.7.

     

    (b)  Subject
      to Section 4.7(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, except in the case of the Delaware Trustee's successor which
      shall be appointed by Holders of a Majority in liquidation amount of the Common
      Securities. 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 reasonable expense and charges
      (the "Successor Institutional Trustee"). If the instrument of acceptance by
      the
      successor Relevant Trustee required by this Section 4.7 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 4.7.

     

     

    
      
         

      

      
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    (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 4.7. 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 4.7. 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 4.7 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 (provided
      the Institutional Trustee satisfies the requirements of a Delaware Trustee
      as
      set forth in Section 4.2) following the procedures in this Section 4.7 (with
      the
      successor being a Person who satisfies the eligibility requirement for a
      Delaware Trustee set forth in this Declaration) (the "Successor Delaware
      Trustee").

     

     

     

    
      
         

      

      
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    (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
      4.8.   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, or if the number of Trustees is increased
      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 4.7.

     

    SECTION
      4.9.   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 4.7, 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.

     

     

     

    
      
         

      

      
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    SECTION
      4.10.   Meetings
      of the Trustees and the Administrators.
      Meetings of the Trustees or the Administrators shall be held from time to time
      upon the call of any Trustee or Administrator, as applicable. Regular meetings
      of the Trustees and the Administrators, respectively, may be in person in the
      United States or by telephone, at a place (if applicable) and time fixed by
      resolution of the Trustees or the Administrators, as applicable. Notice of
      any
      in-person meetings of the Trustees or 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 or 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 a 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 ground 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,
      in the case of the Administrators, a Quorum is present, or without a meeting
      by
      the unanimous written consent of the Trustees or the Administrators, as the
      case
      may be. Meetings of the Trustees and the Administrators together shall be held
      from time to time upon the call of any Trustee or Administrator.

     

    SECTION
      4.11.   Delegation
      of Power.

     

    (a)  Any
      Trustee or any Administrator, as the case may be, 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, instruments or other writings contemplated in Section
      2.6.

     

    (b)  The
      Trustees shall have power to delegate from time to time to such of their number
      or to any officer of the Trust that is a U.S. Person, the doing of such things
      and the execution of such instruments or other writings either in the name
      of
      the Trust or the names of the Trustees or otherwise as the Trustees 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
      4.12.   Merger,
      Conversion, Consolidation or Succession to Business.
      

     

    Any
      Person into which the Institutional Trustee or the Delaware Trustee, as the
      case
      may be, may be merged or converted or with which either may be consolidated,
      or
      any Person resulting from any merger, conversion or consolidation to which
      the
      Institutional Trustee or the Delaware Trustee, as the case may be, 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, as the case
      may
      be, shall be the successor of the Institutional Trustee or the Delaware Trustee,
      as the case may be, hereunder, without the execution or filing of any paper
      or
      any further act on the part of any of the parties hereto, 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
      4.7(i).

     

    


    
      
        
           

        

        
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    ARTICLE
      V  

     

    DISTRIBUTIONS

     

    SECTION
      5.1.   Distributions.
      

     

    (a) 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 (including any Additional Interest or Deferred
      Interest) or premium, if any, on and/or principal on the Debentures held by
      the
      Institutional Trustee (the amount of any such payment being a "Payment Amount"),
      the Institutional Trustee shall and is directed, to the extent funds are
      available in the Property Account for that purpose, to make a distribution
      (a
      "Distribution") of the Payment Amount to Holders. For the avoidance of doubt,
      funds in the Property Account shall not be distributed to Holders to the extent
      of any taxes payable by the Trust, in the case of withholding taxes, as
      determined by the Institutional Trustee or any Paying Agent and, in the case
      of
      taxes other than withholding tax taxes, as determined by the Administrators
      in a
      written notice to the Institutional Trustee.

     

    (b) As
      a
      condition to the payment of any principal of or interest on the Securities
      without the imposition of withholding tax, the Administrators shall require
      the
      previous delivery of properly completed and signed applicable U.S. federal
      income tax certifications (generally, an Internal Revenue Service Form W-9
      (or
      applicable successor form) in the case of a person that is a "United States
      person" within the meaning of Section 7701(a)(30) of the Code or an Internal
      Revenue Service Form W-8 (or applicable successor form) in the case of a person
      that is not a "United States person" within the meaning of Section 7701(a)(30)
      of the Code, and any other certification acceptable to it to enable the
      Institutional Trustee or any Paying Agent to determine their respective duties
      and liabilities with respect to any taxes or other charges that they may be
      required to pay, deduct or withhold in respect of such Securities.

     

    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, evidenced by a certificate substantially in the form of Exhibit
      A-1,
      representing undivided beneficial interests in the assets of the Trust and
      having such terms as are set forth in Annex I (the "Capital Securities"), and
      one series of common securities, evidenced by a certificate substantially in
      the
      form of Exhibit A-2, representing undivided beneficial interests in the assets
      of the Trust and having such terms as are set forth in Annex I (the "Common
      Securities"). 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
      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.

     

     

    
      
         

      

      
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    (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. Any Certificate may be signed on behalf of the Trust by
      such
      person 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 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 and shall be valid upon execution
      by one or more Administrators.

     

    (c)  The
      Capital Securities issued pursuant to Regulation S of the Securities Act or
      to
      QIBs shall be, except as provided in Section 6.4, Book-Entry Capital Securities
      issued in the form of one or more Global Capital Securities registered in the
      name of the Depositary, or its nominee and deposited with the Depositary or
      a
      custodian for the Depositary for credit by the Depositary to the respective
      accounts of the Depositary Participants thereof (or such other accounts as
      they
      may direct).

     

    (d)  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.

     

    (e)  Upon
      issuance of the Securities as provided in this Declaration, the Securities
      so
      issued shall be deemed to be validly issued, fully paid and non-assessable,
      and
      each Holder thereof shall be entitled to the benefits provided by this
      Declaration.

     

    (f)  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, Calculation Agent and Registrar.
      

     

    (a)  The
      Trust
      shall maintain an office or agency where the Securities may be presented for
      payment (the "Paying Agent"), and an office or agency where Securities may
      be
      presented for registration of transfer or exchange (the "Transfer Agent").
      The
      Trust hereby appoints the Institutional Trustee as Paying Agent and Transfer
      Agent at LaSalle Bank National Association, CDO Trust Services Group, 135 South
      LaSalle Street, Suite 1511, Chicago, Illinois  60603 - NPB Capital Trust
      VI. The Trust shall also keep or cause to be kept a register for the purpose
      of
      registering Securities and 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, 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 or co-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 Registrar for the Capital Securities and the
      Common Securities at its Corporate Trust Office. The Institutional Trustee
      or
      any of its Affiliates in the United States may act as Paying Agent, Transfer
      Agent or Registrar.

     

      

    (b)  The
      Trust
      shall also appoint a Calculation Agent, which shall determine the Coupon Rate
      in
      accordance with the terms of the Securities. The Trust initially appoints the
      Institutional Trustee as Calculation Agent.

     

    SECTION
      6.3.   Form
      and Dating.
      

     

    (a)  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 Certificates 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 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
      and
      multiples of $1,000 in excess thereof.

     

    (b)  The
      Capital Securities sold by the Trust to the initial purchasers pursuant to
      the
      Placement Agreement and the Capital Securities Purchase Agreement shall be
      issued in book entry form, registered in the name of Cede & Co., as nominee
      on behalf of the Depository Trust Company, without coupons and with the
      Restricted Securities Legend.

     

     

    
      
         

      

      
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    SECTION
      6.4.   Book-Entry
      Capital Securities.

     

    (a)  A
      Global
      Capital Security may be exchanged, in whole or in part, for Definitive Capital
      Securities Certificates registered in the names of Owners only if such exchange
      complies with Article VIII and (i) the Depositary advises the
      Administrators and the Institutional Trustee in writing that the Depositary
      is
      no longer willing or able properly to discharge its responsibilities with
      respect to the Global Capital Security, and no qualified successor is appointed
      by the Administrators within ninety (90) days of receipt of such notice,
      (ii) the Depositary ceases to be a clearing agency registered under the
      Exchange Act and the Administrators fail to appoint a qualified successor within
      ninety (90) days of obtaining knowledge of such event, (iii) the Administrators
      at their option advise the Institutional Trustee in writing that the Trust
      elects to terminate the book-entry system through the Depositary or (iv) an
      Indenture Event of Default has occurred and is continuing. Upon the occurrence
      of any event specified in clause (i), (ii), (iii) or (iv) above, the
      Administrators shall notify the Depositary and instruct the Depositary to notify
      all Owners of Book-Entry Capital Securities and the Institutional Trustee of
      the
      occurrence of such event and of the availability of Definitive Capital
      Securities Certificates to Owners of the Capital Securities requesting the
      same.
      Upon the issuance of Definitive Capital Securities Certificates, the
      Administrators and the Institutional Trustee shall recognize the Holders of
      the
      Definitive Capital Securities Certificates as Holders. Notwithstanding the
      foregoing, if an Owner of a beneficial interest in a Global Capital Security
      wishes at any time to transfer an interest in such Global Capital Security
      to a
      Person other than a QIB, such transfer shall be effected, subject to the
      Applicable Depository Procedures, in accordance with the provisions of this
      Section 6.4 and Article VIII, and the transferee shall receive a Definitive
      Capital Securities Certificate in connection with such transfer. A holder of
      a
      Definitive Capital Securities Certificate that is a QIB may upon request, and
      in
      accordance with the provisions of this Section 6.4 and Article VIII, exchange
      such Definitive Capital Securities Certificate for a beneficial interest in
      a
      Global Capital Security.

     

    (b)  If
      any
      Global Capital Security is to be exchanged for Definitive Capital Securities
      Certificates or canceled in part, or if any Definitive Capital Securities
      Certificate is to be exchanged in whole or in part for any Global Capital
      Security, then either (i) such Global Capital Security shall be so surrendered
      for exchange or cancellation as provided in this Section 6.4 and Article VIII
      or
      (ii) the aggregate liquidation amount represented by such Global Capital
      Security shall be reduced, subject to Section 6.3, or increased by an amount
      equal to the liquidation amount represented by that portion of the Global
      Capital Security to be so exchanged or canceled, or equal to the liquidation
      amount represented by such Definitive Capital Securities Certificates to be
      so
      exchanged for any Global Capital Security, as the case may be, by means of
      an
      appropriate adjustment made on the records of the Securities Registrar,
      whereupon the Institutional Trustee, in accordance with the Applicable
      Depositary Procedures, shall instruct the Depositary or its authorized
      representative to make a corresponding adjustment to its records. Upon any
      such
      surrender to the Administrators or the Registrar of any Global Capital Security
      or Securities by the Depositary, accompanied by registration instructions,
      the
      Administrators, or any one of them, shall execute the Definitive Capital
      Securities Certificates in accordance with the instructions of the Depositary.
      None of the Registrar, Administrators, or the Institutional Trustee shall be
      liable for any delay in delivery of such instructions and may conclusively
      rely
      on, and shall be fully protected in relying on, such instructions.

     

     

    
      
         

      

      
        -31-

        
          

        

      

      
         

      

    

     

    (c)  Every
      Definitive Capital Securities Certificate executed and delivered upon
      registration or transfer of, or in exchange for or in lieu of, a Global Capital
      Security or any portion thereof shall be executed and delivered in the form
      of,
      and shall be, a Global Capital Security, unless such Definitive Capital
      Securities Certificate is registered in the name of a Person other than the
      Depositary for such Global Capital Security or a nominee thereof.

     

    (d)  The
      Depositary or its nominee, as registered owner of a Global Capital Security,
      shall be the Holder of such Global Capital Security for all purposes under
      this
      Declaration and the Global Capital Security, and Owners with respect to a Global
      Capital Security shall hold such interests pursuant to the Applicable Depositary
      Procedures. The Registrar, the Administrators and the Institutional Trustee
      shall be entitled to deal with the Depositary for all purposes of this
      Declaration relating to the Global Capital Securities (including the payment
      of
      the liquidation amount of and Distributions on the Book-Entry Capital Securities
      represented thereby and the giving of instructions or directions by Owners
      of
      Book-Entry Capital Securities represented thereby and the giving of notices)
      as
      the sole Holder of the Book-Entry Capital Securities represented thereby and
      shall have no obligations to the Owners thereof. None of the Administrators,
      the
      Institutional Trustee nor the Registrar shall have any liability in respect
      of
      any transfers effected by the Depositary.

     

    (e)  The
      rights of the Owners of the Book-Entry Capital Securities shall be exercised
      only through the Depositary and shall be limited to those established by law,
      the Applicable Depositary Procedures and agreements between such Owners and
      the
      Depositary and/or the Depositary Participants; provided,
      solely
      for the purpose of determining whether the Holders of the requisite amount
      of
      Capital Securities have voted on any matter provided for in this Declaration,
      to
      the extent that Capital Securities are represented by a Global Capital Security,
      the Administrators and the Institutional Trustee may conclusively rely on,
      and
      shall be fully protected in relying on, any written instrument (including a
      proxy) delivered to the Institutional Trustee by the Depositary setting forth
      the Owners' votes or assigning the right to vote on any matter to any other
      Persons either in whole or in part. To the extent that Capital Securities are
      represented by a Global Capital Security, the initial Depositary will make
      book-entry transfers among the Depositary Participants and receive and transmit
      payments on the Capital Securities that are represented by a Global Capital
      Security to such Depositary Participants, and none of the Sponsor, the
      Administrators or the Institutional Trustee shall have any responsibility or
      obligation with respect thereto.

     

    (f)  To
      the
      extent that a notice or other communication to the Holders is required under
      this Declaration, for so long as Capital Securities are represented by a Global
      Capital Security, the Administrator and the Institutional Trustee shall give
      all
      such notices and communications to the Depositary, and shall have no obligations
      to the Owners.

     

    SECTION
      6.5.   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 hold each of them harmless; then, in the absence of notice
      that such Certificate shall have been acquired by a bona fide 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 6.5, 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
      6.6.   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 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.

     

     

    
      
         

      

      
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    SECTION
      6.7.   Cancellation.
      The
      Administrators at any time may deliver Securities to the Registrar 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 in accordance with its standard
      procedures or otherwise as the Administrators direct. The Administrators may
      not
      issue new Securities to replace Securities that have been paid or, except for
      Securities surrendered for purposes of transfer or exchange, that have been
      delivered to the Institutional Trustee for cancellation.

     

    SECTION
      6.8.   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, and the issuance of the Securities shall not
      be
      subject to, preemptive or other similar rights and when issued and delivered
      to
      Holders against payment of the purchase price therefor, the Securities will
      be
      fully paid and nonassessable by the Trust.

     

    (b)  For
      so
      long as any Capital Securities remain outstanding, if, upon an Indenture Event
      of Default under Section 5.01(c), (e) or (f) of the Indenture, 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 not less than 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.

     

     

    (c)  Upon
      an
      Indenture Event of Default under Sections 5.01(c), (e) or (f) at any time
      after a declaration of acceleration of maturity of 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 not less than 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
      Sponsor 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 Deferred Interest on all of the Debentures;

     

    (C)  all
      payments on any Debentures that have become due otherwise than by such
      declaration of acceleration and interest and Deferred 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, documented 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 or premium, if any, on the Debentures that has become due
      solely by such acceleration, have been cured or waived as provided in Section
      5.07 of the Indenture.

     

    (d)  The
      Holders of not less than 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, except a default or Event of Default
      in
      the payment of principal or interest (unless such default or 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 or 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.

     

    (e)  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 6.8.

     

     

     

    
      
         

      

      
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    (f)  Except
      as
      otherwise provided in this Section 6.8, the Holders of not less than 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 March 15, 2041, the expiration of the term of the
      Trust;

     

    (ii)  a
      Bankruptcy Event with respect to the Sponsor, the Trust or the Debenture
      Issuer;

     

    (iii)  (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) the filing of a certificate of dissolution or its equivalent with respect
      to
      the Sponsor 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)  the
      distribution of all of the Debentures to the Holders of the Securities, upon
      exercise of the right of the Holders of all of the outstanding Common Securities
      to dissolve the Trust as provided in Annex I hereto;

     

    (v)  the
      entry
      of a decree of judicial dissolution of any 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

     

     

     

    
      
         

      

      
        -34-

        
          

        

      

      
         

      

    

    (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 Section 3808 of the Statutory Trust Act,
      and subject to the terms set forth in Annex I, the Delaware Trustee, when
      notified in writing of the completion of the winding up of the Trust in
      accordance with the Statutory Trust Act, shall terminate the Trust by filing,
      at
      the expense of the Sponsor, 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 6.4 and Section 8.1(c), when Capital Securities are presented to
      the
      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 the requirements
      provided for herein for such transactions are met. To permit registrations
      of
      transfers 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, the Sponsor shall maintain 100% ownership of
      the
      Common Securities; provided, however, that any permitted successor of the
      Sponsor 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
      Capital 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 to be issued in the name of the designated transferee or
      transferees. Any Security 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 Security
      surrendered upon such registration of transfer or exchange. 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.

     

     

    
      
         

      

      
        -35-

        
          

        

      

      
         

      

    

     

    (e)  Neither
      the Trust nor the Registrar shall be required (i) to issue, register the
      transfer of, or exchange any Securities during a period beginning at the opening
      of business 15 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 (as defined
      below), which shall not be removed unless there is delivered to the Trust such
      satisfactory evidence, which may include an opinion of counsel reasonably
      acceptable to the Administrators and the Institutional Trustee, as may be
      reasonably required by the Trust or the Institutional Trustee, 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 or
      that
      such Securities are not "restricted" within the meaning of Rule 144 under the
      Securities Act. Upon provision of such satisfactory evidence, the Institutional
      Trustee, at the written direction of the Administrators, shall authenticate
      and
      deliver Capital Securities that do not bear the Restricted Securities Legend
      (other than the legend contemplated by Section 8.2(c)).

     

    (b)  When
      Capital Securities are presented to the Registrar (x) to register the transfer
      of such Capital Securities, or (y) to exchange such Capital Securities for
      an
      equal number of Capital Securities represented by different Certificates, the
      Registrar shall register the transfer or make the exchange as requested if
      its
      reasonable requirements for such transaction are met; provided,
      however,
      that
      the Capital Securities surrendered for registration of transfer or exchange
      shall be duly endorsed or accompanied by a written instrument of transfer in
      form reasonably
      satisfactory to the Administrators, the Institutional Trustee and the Registrar,
      duly executed by the Holder thereof or his attorney duly authorized in
      writing.

     

    (c)  Except
      as
      permitted by Section 8.2(a), each Capital Security shall bear a legend (the
      "Restricted Securities Legend") in substantially the following
      form:

     

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

     

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

     

    THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
      SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
      MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
      DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
      IS
      EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
      ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER,
      SELL
      OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE DEBENTURE ISSUER OR THE
      TRUST, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO
      A
      PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER"
      AS
      DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
      OF A
      QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
      BEING
      MADE IN RELIANCE ON RULE 144A, (C) TO A "NON U.S. PERSON" IN AN "OFFSHORE
      TRANSACTION" PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, (D)
      PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
      ACT TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1),
      (2),
      (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY
      FOR

     

    


    
      
        
           

        

        
          -36-

          
            

          

        

        
           

        

      

    

    


    ITS
      OWN
      ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN "ACCREDITED INVESTOR," FOR INVESTMENT
      PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
      DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER
      AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
      SUBJECT TO THE DEBENTURE ISSUER'S AND THE TRUST'S RIGHT PRIOR TO ANY SUCH OFFER,
      SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF
      AN
      OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
      EACH
      OF THEM IN ACCORDANCE WITH THE AMENDED AND RESTATED DECLARATION OF TRUST, A
      COPY
      OF WHICH MAY BE OBTAINED FROM THE DEBENTURE ISSUER OR THE TRUST. THE HOLDER
      OF
      THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE
      FOREGOING RESTRICTIONS.

     

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

     

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

     

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

     

    


    
      
        
           

        

        
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    AND
      OTHER
      INFORMATION AS MAY BE REQUIRED BY THE AMENDED AND RESTATED DECLARATION OF TRUST
      TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
      RESTRICTIONS.

     

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

     

    (d)  Capital
      Securities may only be transferred in minimum blocks of $100,000 aggregate
      liquidation amount (100 Capital Securities) and multiples of $1,000 in excess
      thereof. Any attempted transfer of Capital Securities in a block having an
      aggregate liquidation amount of less than $100,000 shall be deemed to be void
      and of no legal effect whatsoever. Any such purported transferee shall be deemed
      not to be a Holder of such Capital Securities for any purpose, including, but
      not limited to, the receipt of Distributions on such Capital Securities, and
      such purported transferee shall be deemed to have no interest whatsoever in
      such
      Capital Securities. 

     

    (e)  Each
      party hereto understands and hereby agrees that the initial purchaser is
      intended solely to be an interim holder of the Capital Securities and is
      purchasing such securities to facilitate consummation of the transactions
      contemplated herein and in the documents ancillary hereto. Notwithstanding
      any
      provision in this Declaration to the contrary, the initial purchaser shall
      have
      the right upon notice (a "Transfer Notice") to the Institutional Trustee and
      the
      Sponsor to transfer title in and to the Capital Securities; provided the initial
      purchaser shall take reasonable steps to ensure that such transfer is exempt
      from registration under the Securities Act of 1933, as amended, and rules
      promulgated thereunder. Any Transfer Notice delivered to the Institutional
      Trustee and Sponsor pursuant to the preceding sentence shall indicate the
      aggregate liquidation amount of Capital Securities being transferred, the name
      and address of the transferee thereof (the "Transferee") and the date of such
      transfer. Notwithstanding any provision in this Declaration to the contrary,
      the
      transfer by the initial purchaser of title in and to the Capital Securities
      pursuant to a Transfer Notice shall not be subject to any requirement relating
      to Opinions of Counsel, Certificates of Transfer or any other Opinion or
      Certificate applicable to transfers hereunder and relating to Capital
      Securities.

     

    (f) Neither
      the Institutional Trustee nor the Registrar shall be responsible for
      ascertaining whether any transfer hereunder complies with the registration
      provisions of or any exemptions from the Securities Act, applicable state
      securities laws or the applicable laws of any other jurisdiction, ERISA, the
      Code or the Investment Company Act.

     

    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.

     

     

    
      
         

      

      
        -38-

        
          

        

      

      
         

      

    

     

    ARTICLE
      IX  

     

    LIMITATION
      OF LIABILITY OF HOLDERS

     

    OF
      SECURITIES, TRUSTEES 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; and

     

    (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)  Except
      to
      the extent provided in Section 9.1(b), and pursuant to § 3803(a) of the
      Statutory Trust Act, the Holders of the 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, except as otherwise specifically set forth herein.

     

    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 (other than an Administrator) shall be liable for any
      such
      loss, damage or claim incurred by reason of such Indemnified Person's negligence
      or willful misconduct or bad faith with respect to such acts or omissions and
      except that an Administrator shall
      be
      liable for any such loss, damage or claim incurred by reason of such
      Administrator's gross negligence or willful misconduct or bad faith 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.

     

     

     

    
      
         

      

      
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    (c) It
      is
      expressly understood and agreed by the parties hereto that insofar as any
      document, agreement or certificate is executed on behalf of the Trust by any
      Trustee (i) such document, agreement or certificate is executed and delivered
      by
      such Trustee, not in its individual capacity, but solely as Trustee under this
      Declaration in the exercise of the powers and authority conferred and vested
      in
      it, (ii) each of the representations, undertakings and agreements made on the
      part of the Trust is made and intended not as representations, warranties,
      covenants, undertakings and agreements by any Trustee in its individual
      capacity, but is made and intended for the purpose of binding only the Trust
      and
      (iii) under no circumstances shall any Trustee in its individual capacity be
      personally liable for the payment of any indebtedness or expenses of the Trust
      or be liable for the breach or failure of any obligation, representation,
      warranty or covenant made or undertaken by the Trust under this Declaration
      or
      any other document, agreement or certificate.

     

    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 (other than the duties imposed
      on
      the Institutional Trustee under the Trust Indenture Act), 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) (i) The
      Sponsor shall indemnify, to the fullest 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) by reason of the fact that such Person is or was an
      Indemnified Person against expenses (including attorneys' fees and expenses),
      judgments, fines and amounts paid in settlement actually and reasonably incurred
      by such Person in connection with such action, suit or proceeding if such Person
      acted in good faith and in a manner such Person reasonably believed to be in
      or
      not opposed to the best interests of the Trust, and, with respect to any
      criminal action or proceeding, had no reasonable cause to believe such 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 such Person 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 such conduct was unlawful.

     

     

    
      
         

      

      
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    (ii) The
      Sponsor shall indemnify, to the fullest 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 by reason of the fact that such Person is
      or
      was an Indemnified Person against expenses (including attorneys' fees and
      expenses) actually and reasonably incurred by such Person in connection with
      the
      defense or settlement of such action or suit if such Person acted in good faith
      and in a manner such Person reasonably believed to be in or not opposed to
      the
      best interests of the Trust and except 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 of Chancery of Delaware or 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 of Chancery or such other court shall deem proper.

     

    (iii) 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,

     

    


    
      
        
           

        

        
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    suit
      or
      proceeding referred to in paragraphs (i) and (ii) of this Section 9.4(a), or
      in
      defense of any claim, issue or matter therein, such Person shall be indemnified,
      to the fullest extent permitted by law, against expenses (including attorneys'
      fees and expenses) actually and reasonably incurred by such Person in connection
      therewith.

     

    (iv) Any
      indemnification of an Administrator under paragraphs (i) and (ii) of this
      Section 9.4(a) (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 such Person has met
      the applicable standard of conduct set forth in paragraphs (i) and (ii). Such
      determination shall be made (A) by the Administrators by a majority vote of
      a
      Quorum consisting of such Administrators who were not parties to such action,
      suit or proceeding, (B) 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 (C) by the Common Security
      Holder of the Trust.

     

    (v) To
      the
      fullest extent permitted by law, expenses (including 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 (i) and (ii) of this Section 9.4(a) 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 such Person is not entitled
      to
      be indemnified by the Sponsor as authorized in this Section 9.4(a).
      Notwithstanding the foregoing, no advance shall be made by the Sponsor if a
      determination is reasonably and promptly made (1) in the case of a Company
      Indemnified Person (A) by the Administrators by a majority vote of a Quorum
      of
      disinterested Administrators, (B) 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 (C) 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 Person
      either believed to be opposed to or 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 such conduct was unlawful,
      or
      (2) in the case of a Fiduciary Indemnified Person, by independent legal counsel
      in a written opinion that, based upon the facts known to the counsel at the
      time
      such determination is made, such Indemnified Person acted in bad faith or in
      a
      manner that such Indemnified Person either believed to be opposed to or 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 such conduct was unlawful. In no event shall any advance be
      made (i) to a Company Indemnified Person in instances where the Administrators,
      independent legal counsel or the Common Security Holder reasonably determine
      that such Person deliberately breached such Person's duty to the Trust or its
      Common or Capital Security

     

    


    
      
        
           

        

        
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    Holders
      or (ii) to a Fiduciary Indemnified Person in instances where independent legal
      counsel promptly and reasonably determines in a written opinion that such Person
      deliberately breached such Person's duty to the Trust or its Common or Capital
      Security Holders.

     

    (b) The
      Sponsor shall indemnify, to the fullest extent permitted by applicable law,
      each
      Indemnified Person from and against any and all loss, damage, liability, tax
      (other than taxes based on the income of such Indemnified Person), penalty,
      expense or claim of any kind or nature whatsoever incurred by such Indemnified
      Person arising out of or in connection with or by reason of the creation,
      administration or termination of the Trust, or any act or omission of 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 authority
      conferred on such Indemnified Person by this Declaration, except that no
      Indemnified Person shall be entitled to be indemnified in respect of any loss,
      damage, liability, tax, penalty, expense or claim incurred by such Indemnified
      Person by reason of negligence, willful misconduct or bad faith with respect
      to
      such acts or omissions.

     

     

     

    
      
         

      

      
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    (c) 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 such Person's 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.

     

    (d) 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
      such
      Person and incurred by such Person in any such capacity, or arising out of
      such
      Person's status as such, whether or not the Sponsor would have the power to
      indemnify such Person against such liability under the provisions of this
      Section 9.4.

     

    (e) 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 such Person would have with
      respect to such constituent entity if its separate existence had
      continued.

     

    (f) The
      indemnification and advancement of expenses provided by, or granted pursuant
      to,
      this Section 9.4 shall, unless otherwise provided when authorized or ratified,
      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.

     

    


    
      
        
           

        

        
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    (g) The
      provisions of this Section 9.4 shall survive the termination of this Declaration
      or the earlier resignation or removal of the Institutional Trustee. The
      obligations of the Sponsor under this Section 9.4 to compensate and indemnify
      the Trustees and to pay or reimburse the Trustees for expenses, disbursements
      and advances shall constitute additional indebtedness hereunder. Such additional
      indebtedness shall be secured by a lien prior to that of the Securities upon
      all
      property and funds held or collected by the Trustees as such, except funds
      held
      in trust for the benefit of the holders of particular Capital Securities,
provided,
      that
      the Sponsor is the holder of the Common Securities.

     

    SECTION
      9.5.   Outside
      Businesses.
      Any
      Covered Person, the Sponsor, the Delaware Trustee and the Institutional Trustee
      (subject to Section 4.3(c)) 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.

     

    (a)  Subject
      to the provisions set forth in the Fee Agreement between the Institutional
      Trustee, Cohen Bros. & Company and the Company of even date herewith, the
      Sponsor agrees:

     

    (i)  to
      pay to
      the Trustees from time to time such compensation for all services rendered
      by
      them hereunder as the parties shall agree in writing 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

     

    (ii)  except
      as
      otherwise expressly provided herein, to reimburse the Trustees upon request
      for
      all reasonable, documented 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
      attributable to their negligence or willful misconduct.

     

     

    (b)  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.

     

        
      ARTICLE X  

    ACCOUNTING

     

    SECTION
      10.1.   Fiscal
      Year.
      The
      fiscal year (the "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 § 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 on the
      accrual method of accounting, in accordance with generally accepted accounting
      principles, consistently applied.

     

    (b)  The
      Administrators shall either (i) cause each Form 10-K and Form 10-Q prepared
      by
      the Sponsor and filed with the Commission in accordance with the Exchange Act
      to
      be delivered to each Holder of Securities, within 90 days after the filing
      of
      each Form 10-K and within 30 days after the filing of each Form 10-Q or (ii)
      cause to be prepared at the principal office of the Trust in the United States,
      as defined for purposes of Treasury Regulations § 301.7701-7, and delivered
      to each of the Holders of Securities, within 90 days after the end of each
      Fiscal Year of the Trust, annual financial statements of the Trust, including
      a
      balance sheet of the Trust as of the end of such Fiscal Year, and the related
      statements of income or loss.

     

     

    
      
         

      

      
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    (c)  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.

     

    (d)  The
      Administrators shall cause to be duly prepared in the United States, as defined
      for purposes of Treasury Regulations § 301.7701-7, 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.

     

    (e)  The
      Administrators will cause the Sponsor’s regulatory reports to be delivered to
      the Holder promptly following their filing with the Federal
      Reserve.

     

    SECTION
      10.3.   Banking.
      The
      Trust shall maintain one or more bank accounts in the United States, as defined
      for purposes of Treasury Regulations § 301.7701-7, 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. As a condition to the payment of any principal of or interest on any Debt
      Security without the imposition of withholding tax, the Institutional Trustee
      or
      any Paying Agent shall require the previous delivery of properly completed
      and
      signed applicable U.S. federal income tax certifications (generally, an Internal
      Revenue Service Form W-9 (or applicable successor form) in the case of a person
      that is a "United States person" within the meaning of Section 7701(a)(30)
      of
      the Code or an Internal Revenue Service Form W-8 (or applicable successor form)
      in the case of a person that is not a "United States person" within the meaning
      of Section 7701(a)(30) of the Code) and any other certification acceptable
      to it
      to enable the Institutional Trustee or any Paying Agent and the Trustee to
      determine their respective duties and liabilities with respect to any taxes
      or
      other charges that they may be required to pay, deduct or withhold in respect
      of
      such Debt Security or the holder of such Debt Security under any present or
      future law or regulation of the United States or any political subdivision
      thereof or taxing authority therein or to comply with any reporting or other
      requirements under any such law or regulation. 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 to the Holder
      in the amount of the withholding. 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.

     

     

    
      
         

      

      
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    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 by:

     

    (i)  the
      Institutional Trustee,

     

    (ii)  if
      the
      amendment affects the rights, powers, duties, obligations or immunities of
      the
      Delaware Trustee, the Delaware Trustee,

     

    (iii)  if
      the
      amendment affects the rights, powers, duties, obligations or immunities of
      the
      Administrators, the Administrators, and

     

    (iv)  the
      Holders of a Majority in liquidation amount of the Common
      Securities.

     

    (b)  Notwithstanding
      any other provision of this Article XI, no amendment shall be made, and any
      such
      purported amendment shall be void and ineffective:

     

    (i)  unless
      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 that all conditions precedent to
      the
      execution and delivery of such amendment have been satisfied; or

     

    (ii)  if
      the
      result of such amendment would be to

     

     

     

    
      
         

      

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

     

    (B)  reduce
      or
      otherwise adversely affect the powers of the Institutional Trustee in
      contravention of the Trust Indenture Act;

     

    (C)  cause
      the
      Trust to be deemed to be an Investment Company required to be registered under
      the Investment Company Act; or

     

    (D)  cause
      the
      Debenture Issuer to be unable to treat an amount equal to the Liquidation Amount
      of the Capital Securities as "Tier 1 Capital" for purposes of the capital
      adequacy guidelines of (x) the Federal Reserve (or, if the Debenture Issuer
      is not a bank holding company, such guidelines or policies applied to the
      Debenture Issuer as if the Debenture Issuer were subject to such guidelines
      of
      policies) or of (y) any other regulatory authority having jurisdiction over
      the Debenture Issuer.

     

    (c)  Except
      as
      provided in Section 11.1(d), (e) or (g), 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 any
      redemption or liquidation provisions applicable to 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 (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)  The
      rights of the Holders of the Capital Securities and Common Securities, as
      applicable, under Article IV to increase or decrease the number of, and appoint
      and remove, Trustees shall not be amended without the consent of the Holders
      of
      a Majority in liquidation amount of the Capital Securities or Common Securities,
      as applicable.

     

    (g)  Subject
      to Section 11.1(a), this Declaration may be amended by the Institutional Trustee
      and the Holder 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

     

     

     

    
      
         

      

      
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    (iv)  modify,
      eliminate or add to any provision of this Declaration to such extent as may
      be
      necessary or desirable, including, without limitation, 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
      under the Investment Company Act (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 right, 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 the powers, preferences or rights of
      Holders of Capital Securities.

     

    SECTION
      11.2.   Meetings
      of the Holders of the 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, the terms of the Securities or the rules of
      any
      stock exchange on which the Capital Securities are listed or admitted for
      trading, if any. The Administrators shall call a meeting of the Holders of
      such
      class if directed to do so by the Holders of not less than 10% in liquidation
      amount of such class of Securities. Such direction shall be given by delivering
      to the Administrators one or more notices 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 or the rules of
      any
      stock exchange on which the Capital Securities are listed or admitted for
      trading, if any, 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 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;

     

     

     

    
      
         

      

      
        -49-

        
          

        

      

      
         

      

    

     

    (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, the terms of the Securities, the
      Trust Indenture Act or the listing rules of any stock exchange on which the
      Capital Securities are then listed for trading, if any, 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 § 301.7701-7).

     

    ARTICLE
      XII  

    REPRESENTATIONS
      OF INSTITUTIONAL TRUSTEE

    AND
      DELAWARE TRUSTEE

     

    SECTION
      12.1.   Representations
      and Warranties of Institutional Trustee.
      The
      Trustee that acts as 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 banking corporation or national association with
      trust powers, duly organized, validly existing and in good standing under the
      laws of the State of New York or the United States of America, respectively,
      with trust power and authority to execute and deliver, and to carry out and
      perform its obligations under the terms of, this Declaration;

     

     

     

    
      
         

      

      
        -50-

        
          

        

      

      
         

      

    

     

    (b)  the
      Institutional Trustee has a combined capital and surplus of at least fifty
      million U.S. dollars ($50,000,000);

     

    (c)  the
      Institutional Trustee is not an affiliate of the Sponsor, nor does the
      Institutional Trustee offer or provide credit or credit enhancement to the
      Trust;

     

    (d)  the
      execution, delivery and performance by the Institutional Trustee of this
      Declaration has been duly authorized by all necessary action on the part of
      the
      Institutional Trustee. This Declaration has been duly executed and delivered
      by
      the Institutional Trustee, and under Delaware law (excluding any securities
      laws) 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
      and the discretion of the court (regardless of whether considered in a
      proceeding in equity or at law);

     

    (e)  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 

     

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

     

    SECTION
      12.2.   Representations
      and Warranties of 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 has its principal place of business in 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 articles of association 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;

     

     

    
      
         

      

      
        -51-

        
          

        

      

      
         

      

    

     

    (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)  if
      the
      Delaware Trustee is a natural person, he or she is a resident of the State
      of
      Delaware.

     

    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):

     

    NPB
      Capital Trust VI

    c/o
      National Penn Bancshares, Inc.

    Philadelphia
      and Reading Avenues

    Boyertown,
      PA 19512

    Attention:
      Gary L. Rhoads

    Telecopy:
      (610) 369-6349

    Telephone:
      (610) 369-6341

     

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

     

    Christiana
      Bank & Trust Company

    1314
      King
      Street

    Wilmington,
      Delaware 19801

    Attn:
      Corporate Trust Administration

    Telecopy:
      302-421-9015

    Telephone:
      302-888-7437

     

    (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):

     

     

     

    
      
         

      

      
        -52-

        
          

        

      

      
         

      

    

     

    LaSalle
      Bank National Association

    135
      S.
      LaSalle Street, Suite 1511

    Chicago,
      Illinois 60603

    Attention:
      CDO Trust Services Group

    NPB
      Capital Trust VI

    Telecopy:
      312-904-0524

    Telephone:
      312-904-0283

     

    (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):

     

     

     

    National
      Penn Bancshares, Inc.

    Philadelphia
      and Reading Avenues

    Boyertown,
      PA 19512

    Attention:
      Gary L. Rhoads

    Telecopy:
      (610) 369-6349

    Telephone:
      (610) 369-6341

     

    (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 and obligations of the parties hereunder shall be
      governed by and interpreted in accordance with the law of the State of Delaware
      and all rights, obligations 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.

     

    SECTION
      13.3.   Submission
      to Jurisdiction.
      

     

    (a)  Each
      of
      the parties hereto agrees that any suit, action or proceeding arising out of
      or
      based upon this Declaration, or the transactions contemplated hereby, may be
      instituted in any of the courts of the State of New York located in the Borough
      of Manhattan, City and State of New York, and further agrees to submit to the
      jurisdiction of Delaware, and to any actions that are instituted in state or
      Federal court in Wilmington, Delaware and any competent court in the place
      of
      its corporate domicile in respect of actions brought against it as a defendant.
      In addition, each such party irrevocably waives, to the fullest extent permitted
      by law, any objection which it may now or hereafter have to the laying of the
      venue of such suit, action or proceeding brought in any such court and
      irrevocably waives any claim that any such suit, action or proceeding brought
      in
      any such court has been brought in an inconvenient forum and irrevocably waives
      any right to which it may be entitled on account of its place of corporate
      domicile. Each such party hereby irrevocably waives any and all right to trial
      by jury in any legal proceeding arising out of or relating to this Declaration
      or the transactions contemplated hereby. Each such party agrees that final
      judgment in any proceedings brought in such a court shall be conclusive and
      binding upon it and may be enforced in any court to the jurisdiction of which
      it
      is subject by a suit upon such judgment.

     

     

    
      
         

      

      
        -53-

        
          

        

      

      
         

      

    

     

    (b)  Each
      of
      the Sponsor, the Trustees, the Administrators and the Holder of the Common
      Securities irrevocably consents to the service of process on it in any such
      suit, action or proceeding by the mailing thereof by registered or certified
      mail, postage prepaid, to it at its address given in or pursuant to Section
      13.1
      hereof. 

     

    (c)  To
      the
      extent permitted by law, nothing herein contained shall preclude any party
      from
      effecting service of process in any lawful manner or from bringing any suit,
      action or proceeding in respect of this Declaration in any other state, country
      or place.

     

    SECTION
      13.4.   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
      13.5.   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
      13.6.   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
      13.7.   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
      13.8.   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.

     

    


     

    


    
      
        
          
             

          

           

        

        
          -54-

          
            

          

        

        
           

          
            


          

        

      

    

    



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

     

    

      
        	 	
                CHRISTIANA
                  BANK & TRUST COMPANY,

                 

              
	 	
                as
                  Delaware Trustee

                 

              
	 	
                By:

                 

              
	 	
                Name:

                 

              
	 	
                Title:

                 

              
	 	 
	 	
                LASALLE
                  BANK NATIONAL ASSOCIATION,

                 

              
	 	
                as
                  Institutional Trustee

                 

              
	 	
                By:

                 

              
	 	
                Name:

                 

              
	 	
                Title:

                 

              
	 	 
	 	
                NATIONAL
                  PENN BANCSHARES, INC.,

              
	 	
                as
                  Sponsor

              
	 	
                By:

              
	 	
                Name:

              
	 	
                Title:

              
	 	 
	 	
                By:

              
	 	
                Administrator

              
	 	
                By:

              
	 	
                Administrator

              


      



    


    
      
        
          
             

          

           

        

        
          -55-

          
            

          

        

        
           

          
            


          

        

      

    

    



    ANNEX
      I

     

    TERMS
      OF

     

    CAPITAL
      SECURITIES AND

     

    COMMON
      SECURITIES

     

    Pursuant
      to Section 6.1 of the Amended and Restated Declaration of Trust, dated as of
      January 19, 2006 (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)  Capital
      Securities. 15,000 Capital Securities of NPB Capital Trust VI (the "Trust"),
      with an aggregate stated liquidation amount with respect to the assets of the
      Trust of Fifteen Million Dollars ($15,000,000) and a stated liquidation amount
      with respect to the assets of the Trust of $1,000 per Capital Security, are
      hereby designated for the purposes of identification only as the "TP Securities"
      (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 or to conform to the
      rules
      of any stock exchange on which the Capital Securities are listed, if
      any.

     

    (b)  Common
      Securities. 464 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. In the
      absence of an Event of Default, the Common Securities will have an aggregate
      stated liquidation amount with respect to the assets of the Trust of Four
      Hundred Sixty Four Thousand Dollars ($464,000) and a stated liquidation amount
      with respect to the assets of the Trust of $1,000 per Common
      Security.

     

    2.  Distributions.

     

    (a)  Distributions
      payable on each Security will be payable at a variable per annum rate of
      interest, reset quarterly, equal to LIBOR, as determined on the LIBOR
      Determination Date for such Distribution Payment Period, plus 1.38% (the "Coupon
      Rate") of the stated liquidation amount of $1,000 per Security (provided,
      however, that the Coupon Rate for any Distribution Payment Period may not exceed
      the highest rate permitted by New York law, as the same may be modified by
      United States law of general applicability), such Coupon Rate being the rate
      of
      interest payable on the Debentures to be held by the Institutional Trustee.
      Except as set forth below in respect of an Extension Period, Distributions
      in
      arrears for more than one quarterly period will bear interest thereon compounded
      quarterly at the applicable Coupon Rate for each such quarterly period (to
      the
      extent permitted by applicable law). The term "Distributions" as used herein
      includes cash distributions, any such compounded distributions and any
      Additional Interest payable on the Debentures unless otherwise stated. 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 legally available
      in the Property Account therefor. The amount of Distributions payable for any
      Distribution Payment Period will be computed for any full quarterly Distribution
      Payment Period on the basis of a 360-day year and the actual number of days
      elapsed in the relevant Distribution period; provided, however, that upon the
      occurrence of a Special Event redemption pursuant to paragraph 4(a) below the
      amounts payable pursuant to this Declaration shall be calculated as set forth
      in
      the definition of Special Redemption Price.

     

     

    
      
         

      

      
        A-1-1-

        
          

        

      

      
         

      

    

     

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

     

    (1)  On
      the
      second LIBOR Business Day (provided,
      that on
      such day commercial banks are open for business (including dealings in foreign
      currency deposits) in London (a "LIBOR Banking Day"), and otherwise the next
      preceding LIBOR Business Day that is also a LIBOR Banking Day) prior to March
      15, June 15, September 15 and December 15 (or, with respect to the first
      Distribution Payment Period, on January 13, 2006), (each such day, a "LIBOR
      Determination Date") for such Distribution Payment Period), the Calculation
      Agent shall obtain the rate for three-month U.S. Dollar deposits in Europe,
      which appears on Telerate Page 3750 (as defined in the International Swaps
      and
      Derivatives Association, Inc. 2000 Interest Rate and Currency Exchange
      Definitions) or such other page as may replace such Telerate Page 3750 on the
      Moneyline Telerate, Inc. service (or such other service or services as may
      be
      nominated by the British Banker's Association as the information vendor for
      the
      purpose of displaying London interbank offered rates for U.S. dollar deposits),
      as of 11:00 a.m. (London time) on such LIBOR Determination Date, and the rate
      so
      obtained shall be LIBOR for such Distribution Payment Period. "LIBOR Business
      Day" means any day that is not a Saturday, Sunday or other day on which
      commercial banking institutions in The City of New York or Chicago, Illinois
      are
      authorized or obligated by law or executive order to be closed. If such rate
      is
      superseded on Telerate Page 3750 by a corrected rate before 12:00 noon (London
      time) on the same LIBOR Determination Date, the corrected rate as so substituted
      will be the applicable LIBOR for that Distribution Payment Period.

     

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

     

     

    
      
         

      

      
        A-1-2-

        
          

        

      

      
         

      

    

     

     

     

    (3)  If
      the
      Calculation Agent is required but is unable to determine a rate in accordance
      with at least one of the procedures provided above, LIBOR for the applicable
      Distribution Payment Period shall be LIBOR in effect for the immediately
      preceding Distribution Payment Period.

     

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

     

    (d)  As
      soon
      as practicable following each LIBOR Determination Date, but in no event later
      than the 30th day following such LIBOR Determination Date, the Calculation
      Agent
      shall notify, in writing, the Sponsor and the Paying Agent of the applicable
      Coupon Rate in effect for the related Distribution Payment Period. The
      Calculation Agent shall, upon the request of the Holder of any Securities,
      provide the Coupon Rate then in effect. All calculations made by the Calculation
      Agent in the absence of manifest error shall be conclusive for all purposes
      and
      binding on the Sponsor and the Holders of the Securities. Any error in a
      calculation of the Coupon Rate by the Calculation Agent may be corrected at
      any
      time by the delivery of notice of such corrected Coupon Rate as provided above.
      The Paying Agent shall be entitled to rely on information received from the
      Calculation Agent or the Sponsor as to the Coupon Rate. The Sponsor shall,
      from
      time to time, provide any necessary information to the Paying Agent relating
      to
      any original issue discount and interest on the Securities that is included
      in
      any payment and reportable for taxable income calculation purposes. Failure
      to
      notify National Penn Bancshares, Inc., the Institutional Trustee or the Paying
      Agent of the applicable Coupon Rate shall not affect the obligation of the
      Company to make payment on the Debentures at such Coupon Rate.

     

    (e)  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, commencing March 15, 2006 (each,
      a
      "Distribution Payment Date"). Subject to prior submission of Notice (as defined
      in the Indenture), and so long as no Event of Default pursuant to paragraphs
      (c), (e) or (f) of Section 5.01 of the Indenture has occurred and is
      continuing the Debenture Issuer has the right under the Indenture to defer
      payments of interest on the Debentures by extending the interest distribution
      period 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 (except any Additional Interest that may be due and payable). During
      any
      Extension Period,
      interest will continue to accrue on the Debentures, and interest on such accrued
      interest (such accrued interest and interest thereon referred to herein as
      "Deferred Interest") will accrue at an annual rate equal to the Coupon Rate
      in
      effect for each such Extension Period, compounded quarterly from the date such
      Deferred Interest would have been payable were it not for the Extension Period,
      to the extent permitted by law. 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 Deferred Interest then accrued and unpaid on
      the
      Debentures; provided,
      however,
      that no
      Extension Period may extend beyond the Maturity Date; and provided,
      further,
      that,
      during any such Extension Period, the Debenture Issuer may 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 capital
      stock
      or (ii) make any payment of principal or premium or interest on or repay,
      repurchase or redeem any debt securities of the Debenture Issuer that rank
      pari
      passu
      in all
      respects with or junior in interest to the Debentures or (iii) make any payment
      under any guarantees of the Debenture Issuer that rank in all respects
pari
      passu
      with or
      junior in interest to the Guarantee (other than (a) repurchases, redemptions
      or
      other acquisitions of shares of capital stock of the Debenture Issuer (A) 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, (B) in connection with a dividend reinvestment or
      stockholder stock purchase plan or (C) 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, reclassification, combination 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 stockholder's rights plan, or the issuance
      of
      rights, stock or other property under any stockholder's rights plan, or the
      redemption or repurchase of rights pursuant thereto, (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). 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 Deferred Interest, the Debenture Issuer may commence a new Extension
      Period, subject to the foregoing requirements. No interest or Deferred Interest
      shall be due and payable during an Extension Period, except at the end thereof,
      but Deferred Interest shall accrue upon each installment of interest that would
      otherwise have been due and payable during such Extension Period until such
      installment is paid. If Distributions are deferred, the Distributions due shall
      be paid on the date that the related Extension Period terminates, or, if such
      date is not a Distribution Payment Date, on the immediately following
      Distribution Payment Date, 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 legally 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.

     

     

    
      
         

      

      
        A-1-3-

        
          

        

      

      
         

      

    

     

    (f)  Distributions
      on the Securities will be payable to the Holders thereof as they appear on
      the
      books and records of the Registrar on the relevant record dates. The relevant
      record dates shall be 15 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. Notwithstanding anything to the
      contrary contained herein, if any Distribution Payment Date, other than on
      the
      Maturity Date, any Redemption Date or the Special Redemption Date, falls on
      a
      day that is not a Business Day, then any Distributions payable will be paid
      on,
      and such Distribution Payment Date will be moved to, the next succeeding
      Business Day, and additional Distributions will accrue for each day that such
      payment is delayed as a result thereof. If the Maturity Date, any Redemption
      Date or the Special Redemption Date falls on a day that is not a Business Day,
      then the principal, premium, if any, and/or Distributions payable on such date
      will be paid on the next succeeding Business Day, and no additional
      Distributions will accrue in respect of such payment made on such next
      succeeding Business Day.

     

    (g)  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 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 Coupon
      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 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, upon receipt of an opinion of nationally recognized tax counsel that
      Holders will not recognize any gain or loss for United States federal income
      tax
      purposes as a result of the distribution

     

    


    
      
        
           

           

        

        
          A-1-4-

          
            

          

        

        
           

        

      

    

    


    Debentures,
      dissolve the Trust (including without limitation upon the occurrence of a Tax
      Event, an Investment Company Event or a Capital Treatment Event), subject to
      the
      receipt by the Debenture Issuer of prior approval from any regulatory authority
      having jurisdiction over the Sponsor that is primarily responsible for
      regulating the activities of the Sponsor if such approval is then required
      under
      applicable capital guidelines or policies of such regulatory authority, 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.

     

    The
      Trust
      shall dissolve on the first to occur of (i) March 15, 2041, the expiration
      of
      the term of the Trust, (ii) a Bankruptcy Event with respect to the Sponsor,
      the
      Trust or the Debenture Issuer, (iii) (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) the filing of a certificate
      of
      dissolution or its equivalent with respect to the Sponsor 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) the distribution to the Holders
      of the Securities of the Debentures, upon exercise of the right of the Holder
      of
      all of the outstanding Common Securities to dissolve the Trust as described
      above, (v) the entry of a decree of a judicial dissolution of the Sponsor or
      the
      Trust, or (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. As soon as practicable
      after the dissolution of the Trust and upon completion of the winding up of
      the
      Trust, the Trust shall terminate upon the filing of a certificate of
      cancellation with the Secretary of State of the State of Delaware.

     

    If
      a
      Liquidation of the Trust occurs as described in clause (i), (ii), (iii) or
      (v)
      in the immediately preceding paragraph, the Trust shall be liquidated by the
      Institutional Trustee of the Trust as expeditiously as such Trustee determines
      to be possible by distributing, after satisfaction of liabilities to creditors
      of the Trust as provided by applicable law, 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 to 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
      the
      immediately preceding paragraph shall occur if the Institutional Trustee
      determines that such Liquidation is possible by distributing, after satisfaction
      of liabilities to creditors of 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 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.

     

    Upon
      any
      such Liquidation of the Trust involving a distribution of the Debentures, if
      at
      the time of such Liquidation, the Capital Securities were rated by at least
      one
      nationally

     

    


    
      
        
           

           

        

        
          A-1-5-

          
            

          

        

        
           

        

      

    

    


    -recognized
      statistical rating organization, the Debenture Issuer will use its reasonable
      best efforts to obtain from at least one such or other rating organization
      a
      rating for the Debentures.

     

    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)
      any
      certificates representing the Capital Securities 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 of, 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) and (iii) all
      rights of Holders of Securities under the Capital Securities or the Common
      Securities, as applicable, 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 March 15, 2036. The Debentures may be redeemed by
      the
      Debenture Issuer, in whole or in part, on any March 15, June 15, September
      15 or
      December 15 on or after March 15, 2011 at the Redemption Price, upon not less
      than 30 nor more than 60 days' notice to Holders of such Debentures. In
      addition, upon the occurrence and continuation of a Tax Event, an Investment
      Company Event or a Capital Treatment Event, the Debentures may be redeemed
      by
      the Debenture Issuer in whole or in part, at any time within 90 days following
      the occurrence of such Tax Event, Investment Company Event or Capital Treatment
      Event, as the case may be (the "Special Redemption Date"), at the Special
      Redemption Price, upon not less than 30 nor more than 60 days' notice to Holders
      of the Debentures so long as such Tax Event, Investment Company Event or Capital
      Treatment Event, as the case may be, 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 any regulatory authority having jurisdiction
      over the Debenture Issuer, if such approval is then required under applicable
      capital guidelines or policies of such regulatory authority.

     

    "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, regulatory procedure, notice or announcement) (an
      "Administrative Action") or judicial decision interpreting or applying such
      laws
      or regulations, regardless of whether such Administrative Action or judicial
      decision is issued to or in connection with a proceeding involving the 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

     

    


    
      
        
           

           

        

        
          A-1-6-

          
            

          

        

        
           

        

      

    

    


    received
      or accrued on the Debentures; (ii) if the Debenture Issuer is organized and
      existing under the laws of the United States or any state thereof or the
      District of Columbia, 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 (including
      withholding taxes), duties, assessments or other governmental
      charges.

     

    "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 a change in law or regulation or written 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 original
      issuance of the Debentures.

     

    "Capital
      Treatment Event" means, if the Debenture Issuer is organized and existing under
      the laws of the United States or any state thereof or the District of Columbia,
      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 (a) any amendment
      to, or change in, the laws, rules or regulations of the United States or any
      political subdivision thereof or therein, or any rules, guidelines or policies
      of any applicable regulatory authority for the Debenture Issuer or (b) 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, within 90 days of the receipt of such opinion, the aggregate Liquidation
      Amount of the Capital Securities will not be eligible to be treated by the
      Debenture Issuer as "Tier 1 Capital" (or the then equivalent thereof) for
      purposes of the capital adequacy guidelines of the Federal Reserve (or any
      successor regulatory authority with jurisdiction over bank or financial holding
      companies), as then in effect and applicable to the Debenture Issuer (or if
      the
      Debenture Issuer is not a bank holding company, such guidelines applied to
      the
      Debenture Issuer as if the Debenture Issuer were subject to such guidelines);
      provided, however, that the inability of the Debenture Issuer to treat all
      or
      any portion of the aggregate Liquidation Amount of the Capital Securities as
      Tier 1 Capital shall not constitute the basis for a Capital Treatment
      Event, if such inability results from the Debenture Issuer 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; provided further, however, that
      the distribution of the Debentures in connection with the liquidation of the
      Trust by the Debenture Issuer 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.

     

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

     

    


    
      
        
           

           

        

        
          A-1-7-

          
            

          

        

        
           

        

      

    

    


    


     

    "Special
      Redemption Price" means, with respect to the redemption of any Debentures
      following a Special Event, an amount in cash equal to 103.525% of the principal
      amount of Debentures to be redeemed prior to March 15, 2007 and thereafter
      equal
      to the percentage of the principal amount of the Debentures that is specified
      below for the Special Redemption Date plus, in each case, unpaid interest
      accrued thereon to the Special Redemption Date: 

     

    
      	
              Special
                Redemption During the

              12-Month
                Period Beginning March 15

            	
              Percentage
                of Principal Amount

            
	 	 
	
              2007

            	
              103.140%

            
	
              2008

            	
              102.355%

            
	
              2009

            	
              101.570%

            
	
              2010

            	
              100.785%

            
	
              2011
                and thereafter

            	
              100.000%

            
	 	 


    

    "Redemption
      Date" means the date fixed for the redemption of Capital Securities, which
      shall
      be any March 15, June 15, September 15 or December 15 on or after March 15,
      2011. 

     

    "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.


     

    (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,
      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 as described in Section 4(e)(ii) below.

     

    (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
      Section 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 Registrar. 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)  In
      the
      event that fewer than all the outstanding Securities are to be redeemed, the
      Securities to be redeemed shall be redeemed Pro Rata from each Holder of Capital
      Securities.

     

     

    
      
         

      

      
        A-1-8-

        
          

        

      

      
         

      

    

    (iii)  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 Section 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, with respect to Book-Entry Capital Securities, on the Redemption Date,
      irrevocably deposit with the Depositary for such Book-Entry Capital Securities,
      to the extent available therefore, funds sufficient to pay the relevant
      Redemption Price and will give such Depositary irrevocable instructions and
      authority to pay the Redemption Price to the Owners of the Capital Securities.
      With respect to Capital Securities that are not Book-Entry Capital Securities,
      the Institutional Trustee will pay, to the extent available therefore, the
      relevant Redemption Price 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 specified in Section
      4(a).
      If any date fixed for redemption of Securities is not a Business Day, then
      payment of any such Redemption Price payable on such date will be made on the
      next succeeding day that is a Business Day except that, if such Business Day
      falls in the next calendar year, such payment will be made on the immediately
      preceding Business Day, in each case with the same force and effect as if made
      on such date fixed for redemption. If payment of the 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 then applicable
      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. 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 15 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.

     

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

     

    (v)  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 anytime 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 Sections 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 not less than 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 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 not less than 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 or Super Majority, as the case may be, 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 premium, if any, on or principal of the Debentures on the
      date such interest, premium, if any, on or principal is payable (or in the
      case
      of redemption, the redemption date), 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 premium, if any, 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 clause (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.

     

     

    
      
         

      

      
        A-1-9-

        
          

        

      

      
         

      

    

     

    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 may 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 the consent of a Super
      Majority, the Institutional Trustee may only give such consent at the written
      direction of the Holders of not less than the proportion in liquidation amount
      of such 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 written 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 Sections 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 6.8 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
      are
      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 not less than
      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 Section 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 clause (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 under the Declaration, to the fullest extent permitted by
      law
      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.

     

     

    
      
         

      

      
        A-1-10-

        
          

        

      

      
         

      

    

     

    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 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 not less than 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 written direction of
      the
      Holders of not less than the proportion in liquidation amount of the Securities
      which the relevant Super Majority represents of the aggregate principal amount
      of the Debentures outstanding.  

     

     

     

    
      
         

      

      
        A-1-11-

        
          

        

      

      
         

      

    

     

    (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 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
      the 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 the 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.

     

     

    
      
         

      

      
        A-1-12-

        
          

        

      

      
         

      

    

     

    11.  No
      Preemptive Rights.
      The
      Holders of the Securities shall have no, and the issuance of the Securities
      is
      not subject to, 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.

     

    


    


    
      
        
          
             

          

           

        

        
          A-1-13-

          
            

          

        

        
           

          
            


          

        

      

    

    



    EXHIBIT
      A-1

     

    FORM
      OF CAPITAL SECURITY CERTIFICATE

     

    [FORM
      OF
      FACE OF SECURITY]

     

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

     

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

     

    THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
      SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
      MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
      DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
      IS
      EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
      ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER,
      SELL
      OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE DEBENTURE ISSUER OR THE
      TRUST, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO
      A
      PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER"
      AS
      DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
      OF A
      QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
      BEING
      MADE IN RELIANCE ON RULE 144A, (C) TO A "NON U.S. PERSON" IN AN "OFFSHORE
      TRANSACTION" PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, (D)
      PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
      ACT TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1),
      (2),
      (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY
      FOR

     

    


    
      
        
           

           

        

        
          A-1-1

          
            

          

        

        
           

        

      

    

    


    ITS
      OWN
      ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN "ACCREDITED INVESTOR," FOR INVESTMENT
      PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
      DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER
      AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
      SUBJECT TO THE DEBENTURE ISSUER'S AND THE TRUST'S RIGHT PRIOR TO ANY SUCH OFFER,
      SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF
      AN
      OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
      EACH
      OF THEM IN ACCORDANCE WITH THE AMENDED AND RESTATED DECLARATION OF TRUST, A
      COPY
      OF WHICH MAY BE OBTAINED FROM THE DEBENTURE ISSUER OR THE TRUST. THE HOLDER
      OF
      THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE
      FOREGOING RESTRICTIONS.

     

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

     

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

     

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

     

    


    
      
        
           

           

        

        
          A-1-2

          
            

          

        

        
           

        

      

    

    


    AND
      OTHER
      INFORMATION AS MAY BE REQUIRED BY THE AMENDED AND RESTATED DECLARATION OF TRUST
      TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
      RESTRICTIONS.

     

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

     

    


    


    
      
        
          
             

          

           

        

        
          A-1-3

          
            

          

        

        
           

          
            


          

        

      

    

    



      
      
        	
                Certificate
                  Number [P-001] 

              	
                 Number
                  of Capital Securities:
                  15,000

              


      

    

     

    


     

    CUSIP
      No.____________________

     

    


     

    Certificate
      Evidencing Capital Securities

     

    of

     

    NPB
      Capital Trust VI

     

    TP
      Securities

     

    (liquidation
      amount $1,000 per Capital Security)

     

    NPB
      Capital Trust VI, a statutory trust created under the laws of the State of
      Delaware (the "Trust"), hereby certifies that Cede & Co., as nominee on
      behalf of the Depository Trust Company (the "Holder"), is the registered owner
      of 15,000 capital securities of the Trust representing undivided beneficial
      interests in the assets of the Trust, designated the TP Securities (liquidation
      amount $1,000 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 January 19, 2006, among Gary L. Rhoads and Sandra L. Spayd, as
      Administrators, Christiana Bank & Trust Company, as Delaware Trustee,
      LaSalle Bank National Association, as Institutional Trustee, National Penn
      Bancshares, Inc., 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 the 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.

     

    By
      acceptance 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 shall be construed in accordance with,
      the
      laws of the State of Delaware, without regard to principles of conflict of
      laws.

     

    


     

    


    
      
        
          
             

          

           

        

        
          A-1-4

          
            

          

        

        
           

          
            


          

        

      

    

    



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

       

      
        	 	
                NPB
                  Capital Trust VI

                 

              
	 	
                By:

                 

              
	 	
                Name:

                 

              
	
                 

                 

              	 
	 	
                Title:
                  Administrator

                 

              
	 	
                Dated:

                 

              


      

      CERTIFICATE
        OF AUTHENTICATION

       

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

       

      
        	 	
                LASALLE
                  BANK NATIONAL ASSOCIATION, not in its individual capacity but solely
                  as
                  Institutional Trustee

              
	 	
                 

              
	 	
                By:

              
	 	
                Authorized
                  Signatory

              
	 	
                Dated:

              


      



    


    
      
        
          
             

          

           

        

        
          A-1-5

          
            

          

        

        
           

          
            


          

        

      

    

    



    [FORM
      OF
      REVERSE OF SECURITY]

     

    Distributions
      payable on each Capital Security will be payable at a variable per annum rate
      of
      interest, reset quarterly, equal to LIBOR (as defined in the Declaration) plus
      1.38% (the "Coupon Rate") of the stated liquidation amount of $1,000 per Capital
      Security (provided, however, that the Coupon Rate for any Distribution Payment
      Period may not exceed the highest rate permitted by New York law, as the same
      may be modified by United States law of general applicability), such Coupon
      Rate
      being the rate of interest payable on the Debentures to be held by the
      Institutional Trustee. Distributions in arrears for more than one quarterly
      period will bear interest thereon compounded quarterly at the then applicable
      Coupon Rate for each such quarterly period (to the extent permitted by
      applicable law). The term "Distributions" as used herein includes cash
      distributions, any such compounded distributions and any Additional Interest
      payable on the Debentures unless otherwise stated. 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
      legally available in the Property Account therefor. The amount of Distributions
      payable for any period will be computed for any full quarterly Distribution
      period on the basis of a 360-day year and the actual number of days elapsed
      in
      the relevant Distribution Payment Period.

     

    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, commencing on March 15, 2006 (each, a "Distribution Payment Date"). Upon
      submission of Notice, and so long as no Event of Default pursuant to paragraphs
      (c), (e) or (f) of Section 5.01 of the Indenture has occurred and is
      continuing the Debenture Issuer has the right under the Indenture to defer
      payments of interest on the Debentures by extending the interest distribution
      period 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 (except any Additional Interest that may be due and payable). During
      any
      Extension Period, interest will continue to accrue on the Debentures, and
      interest on such accrued interest (such accrued interest and interest thereon
      referred to herein as "Deferred Interest") will accrue at an annual rate equal
      to the Coupon Rate in effect for each such Extension Period, compounded
      quarterly from the date such Deferred Interest would have been payable were
      it
      not for the Extension Period, to the extent permitted by law. 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 Deferred Interest
      then accrued and unpaid on the Debentures; 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 Deferred Interest, the Debenture Issuer may commence a new Extension
      Period, subject to the foregoing requirements. No interest or Deferred Interest
      (except any Additional Interest that may be due and payable) shall be due and
      payable during an Extension Period, except at the end thereof, but Deferred
      Interest shall accrue upon each installment of interest that would otherwise
      have been due and payable during such Extension Period until such installment
      is
      paid. If Distributions are deferred, the Distributions due shall be paid on
      the
      date that the related Extension Period terminates to

     

    


    
      
        
           

           

        

        
          A-1-6

          
            

          

        

        
           

        

      

    

    


    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 legally 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.

     

    


    


    
      
        
          
             

          

           

        

        
          A-1-7

          
            

          

        

        
           

          
            


          

        

      

    

    



    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           

    as
      agent
      to transfer this Capital Security Certificate on the books of the Trust. The
      agent may substitute another to act for it, 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.

      

    

    


    
      
        
          
             

          

           

        

        
          A-1-8

          
            

          

        

        
           

          
            


          

        

      

    

    



    EXHIBIT
      A-2

     

    FORM
      OF COMMON SECURITY CERTIFICATE

     

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

     

    EXCEPT
      AS
      SET FORTH IN SECTION 8.1(b) OF THE DECLARATION (AS DEFINED BELOW), THIS SECURITY
      MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED.

     

    


    


    
      
        
          
             

          

           

        

        
          A-2-1

          
            

          

        

        
           

          
            


          

        

      

    

    



     

    
      	
               Certificate
                Number [C-001]

            	
               Number
                of Common Securities:
                464

            


    

     

    Certificate
      Evidencing Common Securities

    of

    NPB
      Capital Trust VI

     

    NPB
      Capital Trust VI, a statutory trust created under the laws of the State of
      Delaware (the "Trust"), hereby certifies that National Penn Bancshares, Inc.
      (the "Holder") is the registered owner of 464 common securities of the Trust
      representing undivided beneficial interests in the assets of the Trust
      (liquidation amount $1,000 per Common Security) (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 January 19, 2006, among Gary L. Rhoads and Sandra L. Spayd, as
      Administrators, Christiana Bank & Trust Company, as Delaware Trustee,
      LaSalle Bank National Association, as Institutional Trustee, the Holder, 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 Common
      Securities as set forth in Annex I to the 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 Sponsor
      will provide a copy of the Declaration 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.

     

    By
      acceptance 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 shall be construed in accordance with,
      the
      laws of the State of Delaware, without regard to principles of conflict of
      laws.

     

    


     

    


    
      
        
          
             

          

           

        

        
          A-2-2

          
            

          

        

        
           

          
            


          

        

      

    

    



    IN
      WITNESS WHEREOF, the Trust has executed this certificate January 19,
      2006.

     

    NPB
      Capital Trust VI

    


    


    By:___________________________      

    Name:
      _____________________       

    Title:
      Administrator___________

    


    


    
      
        
          
             

          

           

        

        
          A-2-3

          
            

          

        

        
           

          
            


          

        

      

    

    



    [FORM
      OF
      REVERSE OF SECURITY]

     

    Distributions
      payable on each Common Security will be identical in amount to the Distributions
      payable on each Capital Security, which is at a variable per annum rate of
      interest, reset quarterly, equal to LIBOR (as defined in the Declaration) plus
      1.38% (the "Coupon Rate") of the stated liquidation amount of $1,000 per Capital
      Security (provided, however, that the Coupon Rate for any Distribution Payment
      Period may not exceed the highest rate permitted by New York law, as the same
      may be modified by United States law of general applicability), such Coupon
      Rate
      being the rate of interest payable on the Debentures to be held by the
      Institutional Trustee. Distributions in arrears for more than one quarterly
      period will bear interest thereon compounded quarterly at the then applicable
      Coupon Rate for each such quarterly period (to the extent permitted by
      applicable law). The term "Distributions" as used herein includes cash
      distributions, any such compounded distributions and any Additional Interest
      payable on the Debentures unless otherwise stated. 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
      legally available in the Property Account therefor. The amount of Distributions
      payable for any period will be computed for any full quarterly Distribution
      period on the basis of a 360-day year and the actual number of days elapsed
      in
      the relevant Distribution Payment Period.

     

    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, commencing on March 15, 2006 (each, a "Distribution Payment Date"). Upon
      submission of Notice, and so long as no Event of Default pursuant to paragraphs
      (c), (e) or (f) of Section 5.01 of the Indenture has occurred and is
      continuing the Debenture Issuer has the right under the Indenture to defer
      payments of interest on the Debentures by extending the interest distribution
      period 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 (except any Additional Interest that may be due and payable). During
      any
      Extension Period, interest will continue to accrue on the Debentures, and
      interest on such accrued interest (such accrued interest and interest thereon
      referred to herein as "Deferred Interest") will accrue at an annual rate equal
      to the Coupon Rate in effect for each such Extension Period, compounded
      quarterly from the date such Deferred Interest would have been payable were
      it
      not for the Extension Period, to the extent permitted by law. 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 Deferred Interest
      then accrued and unpaid on the Debentures; 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 Deferred Interest, the Debenture Issuer may commence a new
      Extension Period, subject to the foregoing requirements. No interest or Deferred
      Interest (except any Additional Interest that may be due and payable) shall
      be
      due and payable during an Extension Period, except at the end thereof, but
      Deferred Interest shall accrue upon each installment of interest that would
      otherwise have been due and payable during such Extension Period until such
      installment is paid. If Distributions are deferred,

     

    


    
      
        
           

           

        

        
          A-2-4

          
            

          

        

        
           

        

      

    

    


    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 legally available
      for
      the payment of such distributions in the Property Account of the Trust. The
      Trust's funds legally 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
      Common Securities shall be redeemable as provided in the
      Declaration.

    


    


    
      
        
          
             

          

           

        

        
          A-2-5

          
            

          

        

        
           

          
            


          

        

      

    

    



    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 ________ as 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
      Guarantee:2 
      _________________

     

    


    

      

      
        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.

      

    

     

    
 

    A-2-6