Form of Amended and Restated Declaration of Trust


    Exhibit
      4.2

    


    


    


    


    


    AMENDED
      AND RESTATED DECLARATION

    OF
      TRUST

    


    by
      and among

    


    WILMINGTON
      TRUST COMPANY,

    as
      Delaware Trustee,

    


    WILMINGTON
      TRUST COMPANY,

    as
      Institutional Trustee,

    


    COMMUNITY
      BANKS, INC.,

    as
      Sponsor,

    


    and

    


    DONALD F.
      HOLT and
      V. ANTHONY VIOZZI,

    as
      Administrators,

    


    Dated
      as of January 31, 2006

    


    


    


    


    


    



    
      
        
          


           

        

        
        

      

      
        
        

        
        

      

      
        
        

        
          


        

      

    



    TABLE
      OF CONTENTS

    

      
        	 	 	 	 	
                Page

              
	 	 	 	 	 
	
                ARTICLE
                  I. INTERPRETATION AND DEFINITIONS

              	
                1

              
	 	 	 	 	 
	 	
                Section
                  1.1.

              	 	
                Definitions

              	
                1

              
	 	 	 	 	 
	
                ARTICLE
                  II. DEBENTURES

              	
                8

              
	 	 	 	 	 
	 	
                Section
                  2.1.

              	 	
                Name

              	
                8

              
	 	
                Section
                  2.2.

              	 	
                Office

              	
                8

              
	 	
                Section
                  2.3.

              	 	
                Purpose

              	
                8

              
	 	
                Section
                  2.4.

              	 	
                Authority

              	
                8

              
	 	
                Section
                  2.5.

              	 	
                Title
                  to Property of the Trust

              	
                8

              
	 	
                Section
                  2.6.

              	 	
                Powers
                  and Duties of the Trustees and the Administration

              	
                8

              
	 	
                Section
                  2.7.

              	 	
                Prohibition
                  of Actions by the Trust and the Institutional Trustee

              	
                12

              
	 	
                Section
                  2.8.

              	 	
                Powers
                  and Duties of the Institutional Trustee

              	
                12

              
	 	
                Section
                  2.9.

              	 	
                Certain
                  Duties and Responsibilities of the Trustees and the
                  Administrators

              	
                14

              
	 	
                Section
                  2.10.

              	 	
                Certain
                  Rights of Institutional Trustee

              	
                15

              
	 	
                Section
                  2.11.

              	 	
                Delaware
                  Trustee

              	
                17

              
	 	
                Section
                  2.12.

              	 	
                Execution
                  of Documents

              	
                17

              
	 	
                Section
                  2.13.

              	 	
                Not
                  Responsible for Recitals or Issuance of Securities

              	
                17

              
	 	
                Section
                  2.14.

              	 	
                Duration
                  of Trust

              	
                17

              
	 	
                Section
                  2.15.

              	 	
                Mergers

              	
                17

              
	 	 	 	 	 
	
                ARTICLE
                  III. SPONSER

              	
                19

              
	 	 	 	 	 
	 	
                Section
                  3.1.

              	 	
                Sponsor’s
                  Purchase of Common Securities

              	
                19

              
	 	
                Section
                  3.2.

              	 	
                Responsibilities
                  of the Sponsor

              	
                19

              
	 	
                Section
                  3.3.

              	 	
                Expenses

              	
                19

              
	 	
                Section
                  3.4.

              	 	
                Right
                  to Proceed

              	
                20

              
	 	 
	
                ARTICLE
                  IV. INSTITUTIONAL TRUSTEE AND ADMINISTRATORS

              	
                20

              
	 	 	 	 	 
	 	
                Section
                  4.1.

              	 	
                Number
                  of Trustees

              	
                20

              
	 	
                Section
                  4.2.

              	 	
                Delaware
                  Trustee; Eligibility

              	
                20

              
	 	
                Section
                  4.3.

              	 	
                Institutional
                  Trustee; Eligibility

              	
                20

              
	 	
                Section
                  4.4.

              	 	
                Administrators

              	
                21

              
	 	
                Section
                  4.5.

              	 	
                Appointment,
                  Removal and Resignation of Trustees and Administrators

              	
                23

              
	 	
                Section
                  4.6.

              	 	
                Vacancies
                  Among Trustees

              	
                21

              
	 	
                Section
                  4.7.

              	 	
                Effect
                  of Vacancies

              	
                23

              
	 	
                Section
                  4.8.

              	 	
                Meetings
                  of the Trustees and the Administrators

              	
                23

              
	 	
                Section
                  4.9.

              	 	
                Delegation
                  of Power

              	
                23

              
	 	
                Section
                  4.10.

              	 	
                Conversion,
                  Consolidation or Succession to Business

              	
                23

              
	 	 
	
                ARTICLE
                  V. DISTRIBUTIONS

              	 
	 	 	 	 	
                24

              
	 	
                Section
                  5.1.

              	 	
                Distributions

              	
                24

              
	 	 	 	 	 
	
                ARTICLE
                  VI. ISSUANCE OF SECURITIES

              	
                24

              
	 	 	 	 	 
	 	
                Section
                  6.1.

              	 	
                General
                  Provisions Regarding Securities

              	
                24

              
	 	
                Section
                  6.2.

              	 	
                Paying
                  Agent, Transfer Agent and Registrar

              	
                25

              
	 	
                Section
                  6.3.

              	 	
                Form
                  and Dating

              	
                25

              
	 	
                Section
                  6.4.

              	 	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates

              	
                25

              
	 	
                Section
                  6.5.

              	 	
                Temporary
                  Securities

              	
                26

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	 	
                Section
                  6.6.

              	 	
                Cancellation

              	
                26

              
	 	
                Section
                  6.7.

              	 	
                Rights
                  of Holders; Waivers of Past Default

              	
                26

              
	 	 	 	 	 
	
                ARTICLE
                  VII. DISSOLUTION
                  AND TERMINATION OF TRUST

              	
                28

              
	 	 	 	 	 
	 	
                Section
                  7.1.

              	 	
                Dissolution
                  and Termination of Trust

              	
                28

              
	 	 	 	 	 
	
                ARTICLE
                  VIII. TRANSFER
                  OF INTERESTS

              	
                28

              
	 	 	 	 	 
	 	
                Section
                  8.1.

              	 	
                General

              	
                28

              
	 	
                Section
                  8.2.

              	 	
                Transfer
                  Procedures and Restrictions

              	
                29

              
	 	
                Section
                  8.3.

              	 	
                Deemed
                  Security Holders

              	
                31

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

              	
                31

              
	 	 	 	 	 
	 	
                Section
                  9.1.

              	 	
                Liability

              	
                31

              
	 	
                Section
                  9.2.

              	 	
                Exculpation

              	
                32

              
	 	
                Section
                  9.3.

              	 	
                Fiduciary
                  Duty

              	
                32

              
	 	
                Section
                  9.4.

              	 	
                Indemnification

              	
                33

              
	 	
                Section
                  9.5.

              	 	
                Outside
                  Businesses

              	
                35

              
	 	
                Section
                  9.6.

              	 	
                Compensation;
                  Fee

              	
                35

              
	 	 	 	 	 
	
                ARTICLE
                  X. ACCOUNTING

              	
                35

              
	 	 	 	 	 
	 	
                Section
                  10.1.

              	 	
                Fiscal
                  Year

              	
                35

              
	 	
                Section
                  10.2.

              	 	
                Certain
                  Accounting Matters

              	
                35

              
	 	
                Section
                  10.3.

              	 	
                Banking

              	
                36

              
	 	
                Section
                  10.4.

              	 	
                Withholding

              	
                36

              
	 	 	 	 	 
	
                ARTICLE
                  XI. AMENDMENTS AND MEETINGS

              	
                36

              
	 	 	 	 	 
	 	
                Section
                  11.1.

              	 	
                Amendments

              	
                36

              
	 	
                Section
                  11.2.

              	 	
                Meetings
                  of the Holders of Securities; Action by Written Consent

              	
                38

              
	 	 	 	 	 
	
                ARTICLE
                  XII. REPRESENTATIONS
                  OF INSTITUTIONAL TRUSTEE AND THE DELAWARE TRUSTEE

              	
                39

              
	 	 	 	 	 
	 	
                Section
                  12.1.

              	 	
                Representations
                  and Warranties of Institutional Trustee

              	
                39

              
	 	
                Section
                  12.2.

              	 	
                Representations
                  of the Delaware Trustee

              	
                39

              
	 
	
                ARTICLE
                  XIII. MISCELLANEOUS

              	
                40

              
	 	 	 	 	 
	 	
                Section
                  13.1.

              	 	
                Notices

              	
                40

              
	 	
                Section
                  13.2.

              	 	
                Governing
                  Law

              	
                41

              
	 	
                Section
                  13.3.

              	 	
                Intention
                  of the Parties

              	
                41

              
	 	
                Section
                  13.4.

              	 	
                Headings

              	
                41

              
	 	
                Section
                  13.5.

              	 	
                Successors
                  and Assigns

              	
                42

              
	 	
                Section
                  13.6.

              	 	
                Partial
                  Enforceability

              	
                42

              
	 	
                Section
                  13.7.

              	 	
                Counterparts

              	
                42

              


      

    

    


    Annex
      ITerms
      of Securities

    Exhibit
      A-1Form
      of Capital Security Certificate

    Exhibit
      A-2Form
      of Common Security Certificate

    Exhibit
      BSpecimen
      of Initial Debenture

    Exhibit
      CPlacement
      Agreement

    



    
      
        
          ii

           

        

        
        

      

      
        
        

        
        

      

      
        
        

        
          


        

      

    



    AMENDED
      AND RESTATED

    DECLARATION
      OF TRUST

    OF

    CMTY
      CAPITAL STATUTORY TRUST III

    January 31,
      2006

     

    AMENDED
      AND RESTATED DECLARATION OF TRUST (“Declaration”)
      dated and effective as of January 31, 2006, by the Trustees (as defined
      herein), the Administrators (as defined herein), the Sponsor (as defined herein)
      and by the holders, from time to time, of undivided beneficial interests in
      the
      Trust (as defined herein) to be issued pursuant to this
      Declaration;

     

    WHEREAS,
      the Trustees, the Administrators and the Sponsor established CMTY Capital
      Statutory Trust III (the “Trust”),
      a statutory trust under the Statutory Trust Act (as defined herein) pursuant
      to
      a Declaration of Trust dated as of January 27, 2006 (the “Original
      Declaration”),
      and a Certificate of Trust filed with the Secretary of State of the State of
      Delaware on January 27, 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 certain debentures of the
      Debenture Issuer (as defined herein);

     

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

     

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

     

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

     

    ARTICLE
      I  

     

    INTERPRETATION
      AND DEFINITIONS

     

    Section
      1.1.  Definitions.  

     

    Unless
      the context otherwise requires:

     

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

     

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

     

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

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

    “Administrators”
      means each of Donald F. Holt and V. Anthony Viozzi, solely in such
      Person’s capacity as Administrator of the Trust created and continued hereunder
      and not in such Person’s individual capacity, or such Administrator’s successor
      in interest in such capacity, or any successor appointed as herein
      provided.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Certificate”
      means any certificate evidencing Securities.

     

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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Debentures”
      means the Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures
      due 2036 to be issued by the Debenture Issuer under the Indenture.

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Distribution
      Period”
      means (i) with respect to the Distribution paid on the first Distribution
      Payment Date, the period beginning on (and including) the date of original
      issuance and ending on (but 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        
excluding)
        the Distribution Payment Date in March 2006 and (ii) thereafter, with
        respect to a Distribution paid on each successive Distribution Payment Date,
        the
        period beginning on (and including) the preceding Distribution Payment Date
        and
        ending on (but excluding)
        such current Distribution Payment Date.

    

     

    “Distribution
      Rate”
      means, for the Distribution Period beginning on (and including) the date of
      original issuance and ending on (but excluding) the Distribution Payment Date
      in
      March 2011, the rate per annum of 6.35%, and for each Distribution Period
      beginning on or after the Distribution Payment Date in March 2011, the Coupon
      Rate for such Distribution Period.

     

    “Event
      of Default”
      means any one of the following events (whatever the reason for such event and
      whether it shall be voluntary or involuntary or be effected by operation of
      law
      or pursuant to any judgment, decree or order of any court or any order, rule
      or
      regulation of any administrative or governmental body):

     

    (a) the
      occurrence of an Indenture Event of Default; or

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (c) a
      statement that each such officer has made such examination or investigation
      as,
      in such officer’s opinion, is necessary to enable such officer to express an
      informed opinion as to whether or not such covenant or condition has been
      complied with; and

     

    (d) a
      statement as to whether, in the opinion of each such officer, such condition
      or
      covenant has been complied with.

     

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

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    ARTICLE
      II  

     

    ORGANIZATION

     

    Section
      2.1.  Name.  

     

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

     

    Section
      2.2.  Office.  

     

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

     

    Section
      2.3.  Purpose.  

     

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

     

    Section
      2.4.  Authority.  

     

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

     

    Section
      2.5.  Title
      to Property of the Trust.  

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    (A)    the
      issuance and sale of the Securities;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (A)   the
      establishment of the Property Account;

     

    (B)    the
      receipt of the Debentures;

     

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

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (c)    In
      connection with the issuance and sale of the Capital Securities, the Sponsor
      shall have the right and responsibility to assist the Trust with respect to,
      or
      effect on behalf of the Trust, the 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        
following
        (and any actions taken by the Sponsor in furtherance of the following prior
        to
        the date of this Declaration are hereby ratified and confirmed in all
        respects):

    

     

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

     

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

     

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

     

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

     

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

     

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

     

    (f)    The
      assets of the Trust shall consist of the Trust Property.

     

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

     

    (h)    If
      the Institutional Trustee or any Holder has instituted any proceeding to enforce
      any right or remedy under this Declaration and such proceeding has been
      discontinued or abandoned for any reason, or has been determined adversely
      to
      the Institutional Trustee or to such Holder, then and in every such case the
      Sponsor, the Institutional Trustee and the Holders shall, subject to any
      determination in such proceeding, be restored severally and respectively to
      their former positions hereunder, and thereafter 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        
all
        rights and remedies of the Institutional Trustee and the Holders shall continue
        as though no such proceeding had been instituted.

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      2.8.  Powers
      and Duties of the Institutional Trustee.

     

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

     

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

     

    (c)  The
      Institutional Trustee shall:

     

    (i)   establish
      and maintain a segregated non-interest bearing trust account (the “Property
      Account”)
      in the name of and under the exclusive control of the Institutional Trustee,
      

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        
and
        maintained in the Institutional Trustee’s trust department, on behalf of the
        Holders of the Securities and, upon the receipt of payments of funds made
        in
        respect of the Debentures held by the Institutional Trustee, deposit such
        funds
        into the Property Account and make payments, or cause the Paying Agent to
        make
        payments, to the Holders of the Capital Securities and Holders of the Common
        Securities from the Property Account in accordance with Section
        5.1.
        Funds in the Property Account shall be held uninvested until disbursed in
        accordance with this Declaration;

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

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

     

    (a)    The
      Institutional Trustee, before the occurrence of any Event of Default and after
      the curing or waiving of all such Events of Default that may have occurred,
      shall undertake to perform only such duties as are specifically set forth in
      this Declaration and no implied covenants shall be read into this Declaration
      against the Institutional Trustee. In case an Event of Default has occurred
      (that has not been cured or waived pursuant to Section
      6.7),
      the Institutional Trustee shall exercise such of the rights and powers vested
      in
      it by this Declaration, and use the same degree of care and skill in their
      exercise, as a prudent person would exercise or use under the circumstances
      in
      the conduct of his or her own affairs.

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

    Section
      2.10.  Certain
      Rights of Institutional Trustee.  

     

    Subject
      to the provisions of Section
      2.9:

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

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

     

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

     

    Section
      2.11.  Delaware
      Trustee.  

     

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

     

    Section
      2.12.  Execution
      of Documents.  

     

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

     

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

     

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

     

    Section
      2.14.  Duration
      of Trust.  

     

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

     

    Section
      2.15.  Mergers.

     

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

     

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

     

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

     

    (A)    expressly
      assumes all of the obligations of the Trust under the Securities;
      or

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (c)    Notwithstanding
      Section
      2.15(b),
      the Trust shall not, except with the consent of Holders of 100% in aggregate
      liquidation amount of the Securities, consolidate, amalgamate, merge with or
      into, or be replaced by any other entity or permit any other entity to
      consolidate, amalgamate, merge with or into, or replace it if such
      consolidation, amalgamation, merger or replacement would cause the Trust or
      

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        
Successor
        Entity to be classified as other than a grantor trust for United States federal
        income tax purposes.

    

     

    ARTICLE
      III 

     

    SPONSOR

     

    Section
      3.1.  Sponsor’s
      Purchase of Common Securities.  

     

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

     

    Section
      3.2.  Responsibilities
      of the Sponsor.  

     

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

     

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

     

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

     

    Section
      3.3.  Expenses.  

     

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

     

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

     

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

     

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

     

    The
      Sponsor’s obligations under this Section 3.3 shall be for the benefit of,
      and shall be enforceable by, any Person to whom such debts, obligations, costs,
      expenses and taxes are owed (a 

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        
“Creditor”)
        whether or not such Creditor has received notice hereof. Any such Creditor
        may
        enforce the Sponsor’s obligations under this Section 3.3 directly against
        the Sponsor and the Sponsor irrevocably waives any right or remedy to require
        that any such Creditor take any action against the Trust or any other Person
        before proceeding against the Sponsor. The Sponsor agrees to execute such
        additional agreements as may be necessary or desirable in order to give full
        effect to the provisions of this Section 3.3.

    

     

    Section
      3.4.  Right
      to Proceed.  

     

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

     

    ARTICLE
      IV  

     

    INSTITUTIONAL
      TRUSTEE AND ADMINISTRATORS

     

    Section
      4.1.  Number
      of Trustees.  

     

    The
      number of Trustees shall initially be two, and;

     

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

     

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

     

    Section
      4.2.  Delaware
      Trustee; Eligibility.

     

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

     

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

     

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

     

    (b)    The
      initial Delaware Trustee shall be Wilmington Trust Company.

     

    Section
      4.3.  Institutional
      Trustee; Eligibility.

     

    (a)    There
      shall at all times be one Trustee which shall:

     

    (i)    not
      be an Affiliate of the Sponsor;

     

    (ii)    not
      offer or provide credit or credit enhancement to the Trust; and

     

    (iii)   be
      a banking corporation or trust company organized and doing business under the
      laws of the United States of America or any state thereof or the District of
      Columbia, authorized under such laws to exercise corporate trust powers, having
      a combined capital and surplus of at least 50 million U.S. dollars
      ($50,000,000.00), and subject to supervision or examination by Federal, state,
      or District of Columbia authority. If such corporation publishes 

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        
reports
        of condition at least annually, pursuant to law or to the requirements of
        the
        supervising or examining authority referred to above, then for the purposes
        of
        this Section
        4.3(a)(iii),
        the combined capital and surplus of such corporation shall be deemed to be
        its
        combined capital and surplus as set forth in its most recent report of condition
        so published.

    

     

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

     

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

     

    (d)    The
      initial Institutional Trustee shall be Wilmington Trust Company.

     

    Section
      4.4.  Administrators.  

     

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

     

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

     

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

     

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

     

    (c)    Unless
      an Event of Default shall have occurred and be continuing, any Trustee may
      be
      removed at any time by an act of the Holders of a Majority in liquidation amount
      of the Common Securities. If any Trustee shall be so removed, the Holders of
      the
      Common Securities, by act of the Holders of a Majority in liquidation amount
      of
      the Common Securities delivered to the Relevant Trustee, shall promptly appoint
      a successor Relevant Trustee, and such successor Trustee shall comply with
      the
      applicable requirements of this Section
      4.5.
      If an Event of Default shall have occurred and be continuing, the Institutional
      Trustee or the Delaware Trustee, or both of them, may be removed by the act
      of
      the Holders of a Majority in liquidation amount of the Capital Securities,
      delivered to the Relevant Trustee 

     

    
      
        
        

      

      
        21

        
          

        

      

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

    

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    Section
      4.6.  Vacancies
      Among Trustees.  

     

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

     

    Section
      4.7.  Effect
      of Vacancies.  

     

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

     

    Section
      4.8.  Meetings
      of the Trustees and the Administrators.  

     

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

     

    Section
      4.9.  Delegation
      of Power.

     

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

     

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

     

    Section
      4.10.  Conversion,
      Consolidation or Succession to Business.  

     

    Any
      Person into which the Institutional Trustee or the Delaware Trustee may be
      merged or converted or with which it may be consolidated, or any Person
      resulting from any merger, conversion or consolidation to which the
      Institutional Trustee or the Delaware Trustee shall be a party, or any Person
      succeeding to all or substantially all the corporate trust business of the
      Institutional Trustee or the Delaware Trustee shall be the successor of the
      Institutional Trustee or the Delaware Trustee hereunder, provided such Person
      shall 

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        
be
        otherwise qualified and eligible under this Article and, provided,
        further,
        that such Person shall file an amendment to the Certificate of Trust with
        the
        Secretary of State of the State of Delaware as contemplated in Section
        4.5(i).

    

     

    ARTICLE
      V  

     

    DISTRIBUTIONS

     

    Section
      5.1.  Distributions.  

     

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

     

    ARTICLE
      VI  

     

    ISSUANCE
      OF SECURITIES

     

    Section
      6.1.  General
      Provisions Regarding Securities.

     

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

     

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

     

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

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

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

     

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

     

    Section
      6.2.  Paying
      Agent, Transfer Agent and Registrar.  

     

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

     

    Section
      6.3.  Form
      and Dating.  

     

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

     

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

     

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

     

    If:

     

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

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

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

     

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

     

    Section
      6.5.  Temporary
      Securities.  

     

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

     

    Section
      6.6.  Cancellation.  

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

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

     

    (A)    all
      overdue installments of interest on all of the Debentures,

     

    (B)    any
      accrued Additional Interest on all of the Debentures,

     

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

     

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

     

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

     

    The
      Holders of at least a Majority in liquidation amount of the Capital Securities
      may, on behalf of the Holders of all the Capital Securities, waive any past
      default under the Indenture or any Indenture Event of Default, except a default
      or Indenture Event of Default in the payment of principal or interest on the
      Debentures (unless such default or Indenture Event of Default has been cured
      and
      a sum sufficient to pay all matured installments of interest and principal
      due
      otherwise than by acceleration has been deposited with the Debenture Trustee)
      or
      a default under the Indenture or an Indenture Event of Default in respect of
      a
      covenant or provision that under the Indenture cannot be modified or amended
      without the consent of the holder of each outstanding Debenture. No such
      rescission shall affect any subsequent default or impair any right consequent
      thereon.

     

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

     

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

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    ARTICLE
      VIII  

     

    TRANSFER
      OF INTERESTS

     

    Section
      8.1.  General.

     

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

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

    Section
      8.2.  Transfer
      Procedures and Restrictions.

     

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

     

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

     

    THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
      SECURITIES LAW. 

     

    
      
        
        

      

      
        29

        
          

        

      

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

    

     

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

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        
EITHER
        (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3)
        OF
        ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE
        OR
        OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY
        OTHER
        PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO
        FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED
        TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH
        THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

    

     

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

     

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

     

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

     

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

     

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

     

    Section
      8.3.  Deemed
      Security Holders.  

     

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

     

    ARTICLE
      IX  

     

    LIMITATION
      OF LIABILITY OF

     

    HOLDERS
      OF SECURITIES, INSTITUTIONAL TRUSTEE OR OTHERS

     

    Section
      9.1.  Liability.

     

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

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

    Section
      9.2.  Exculpation.

     

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

     

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

     

    Section
      9.3.  Fiduciary
      Duty.

     

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

     

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

     

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

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

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

     

    Section
      9.4.  Indemnification.

     

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

     

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

     

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

     

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

     

    (e)    To
      the fullest extent permitted by law, expenses (including reasonable attorneys’
fees and expenses) incurred by an Indemnified Person in defending a civil,
      criminal, administrative or 

     

    
      
        
        

      

      
        33

        
          

        

      

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

    

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    Section
      9.5.  Outside
      Businesses.  

     

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

     

    Section
      9.6.  Compensation;
      Fee.  

     

    The
      Sponsor agrees:

     

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

     

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

     

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

     

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

     

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

     

    ARTICLE
      X  

     

    ACCOUNTING

     

    Section
      10.1.  Fiscal
      Year.  

     

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

     

    Section
      10.2.  Certain
      Accounting Matters.  

     

    (a)    At
      all times during the existence of the Trust, the Administrators shall keep,
      or
      cause to be kept at the principal office of the Trust in the United States,
      as
      defined for purposes of Treasury Regulations section 301.7701-7, full books
      of
      account, records and supporting documents, which shall reflect in reasonable
      detail each transaction of the Trust. The books of account shall be maintained,
      at the 

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        
Sponsor’s
        expense, in accordance with generally accepted accounting principles,
        consistently applied. The books of account and the records of the Trust shall
        be
        examined by and reported upon (either separately or as part of the Sponsor’s
        regularly prepared consolidated financial report) as of the end of each Fiscal
        Year of the Trust by a firm of independent certified public accountants selected
        by the Administrators.

    

     

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

     

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

     

    Section
      10.3.  Banking.  

     

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

     

    Section
      10.4.  Withholding.  

     

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

     

    ARTICLE
      XI  

     

    AMENDMENTS
      AND MEETINGS

     

    Section
      11.1.  Amendments.

     

    (a)    Except
      as otherwise provided in this Declaration or by any applicable terms of the
      Securities, this Declaration may only be amended by a written instrument
      approved and executed (i) by 

     

    
      
        
        

      

      
        36

        
          

        

      

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

    

     

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

     

    (i)    the
      Institutional Trustee shall have first received

     

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

     

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

     

    (ii)    the
      result of such amendment would not be to

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (i)  cure
      any ambiguity;

     

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

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

    (iii)  add
      to the covenants, restrictions or obligations of the Sponsor; or

     

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

     

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

     

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

     

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

     

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

     

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

     

    (ii)    each
      Holder of a Security may authorize any Person to act for it by proxy on all
      matters in which a Holder of Securities is entitled to participate, including
      waiving notice of any meeting, or voting or participating at a meeting. No
      proxy
      shall be valid after the expiration of 11 months from the date thereof
      unless otherwise provided in the proxy. Every proxy shall be revocable at the
      pleasure of the Holder of the Securities executing it. Except as otherwise
      

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        
provided
        herein, all matters relating to the giving, voting or validity of proxies
        shall
        be governed by the General Corporation Law of the State of Delaware relating
        to
        proxies, and judicial interpretations thereunder, as if the Trust were a
        Delaware corporation and the Holders of the Securities were stockholders
        of a
        Delaware corporation; each meeting of the Holders of the Securities shall
        be
        conducted by the Administrators or by such other Person that the Administrators
        may designate; and

    

     

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

     

    ARTICLE
      XII  

     

    REPRESENTATIONS
      OF INSTITUTIONAL TRUSTEE AND THE DELAWARE TRUSTEE

     

    Section
      12.1.  Representations
      and Warranties of Institutional Trustee.  

     

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

     

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

     

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

     

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

     

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

     

    Section
      12.2.  Representations
      of the Delaware Trustee.  

     

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

     

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

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

    ARTICLE
      XIII 

     

    MISCELLANEOUS

     

    Section
      13.1.  Notices.  

     

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

     

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

     

    CMTY
      Capital Statutory Trust III

    c/o
      Community Banks, Inc.

    750
      East Park Drive, Second Floor

    Harrisburg,
      Pennsylvania 17111

    Attention:
      V. Anthony Viozzi

    Telecopy:
      717-920-1683

     

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

     

    Wilmington
      Trust Company

    Rodney
      Square North

    1100
      North Market Street

    Wilmington,
      Delaware 19890-1600

    Attention:
      Corporate Trust Administration

    Telecopy:
      302-636-4140

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

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

     

    Wilmington
      Trust Company

    Rodney
      Square North

    1100
      North Market Street

    Wilmington,
      Delaware 19890-1600

    Attention:
      Corporate Trust Administration

    Telecopy:
      302-636-4140

     

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

     

    Community
      Banks, Inc.

    750
      East Park Drive, Second Floor

    Harrisburg,
      Pennsylvania 17111

    Attention:
      V. Anthony Viozzi

    Telecopy:
      717-920-1683

     

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

     

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

     

    Section
      13.2.  Governing
      Law.  

     

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

     

    Section
      13.3.  Intention
      of the Parties.  

     

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

     

    Section
      13.4.  Headings.  

     

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

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

    Section
      13.5.  Successors
      and Assigns.  

     

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

     

    Section
      13.6.  Partial
      Enforceability.  

     

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

     

    Section
      13.7.  Counterparts.  

     

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

     

    Signatures
      appear on the following page

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    



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

     

    WILMINGTON
      TRUST COMPANY,

    as
      Delaware Trustee

    


    


    By:_________________________________

    Name:_________________________

    Title:__________________________

    


    


    WILMINGTON
      TRUST COMPANY,

    as
      Institutional Trustee

    


    


    By:__________________________________

    Name:__________________________

    Title:___________________________

    


    


    COMMUNITY
      BANKS, INC.,
      as Sponsor

    


    


    By:__________________________________

    Name:__________________________

    Title:___________________________

    


    ADMINISTRATORS
      OF CMTY
      CAPITAL STATUTORY TRUST III

    


    


    By:__________________________________

    Administrator

    


    


    By:__________________________________

    Administrator

    


    


    



    
      
        
           

           

        

        
        

      

      
        43

        
        

      

      
        
        

        
          


        

      

    



    ANNEX
      I

    


    TERMS
      OF SECURITIES

    


    Pursuant
      to Section
      6.1
      of the Amended and Restated Declaration of Trust, dated as of January 31,
      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)  10,000
      Fixed/Floating Rate Capital Securities of CMTY Capital Statutory Trust III
      (the “Trust”), with an aggregate stated liquidation amount with respect to the
      assets of the Trust of ten million dollars ($10,000,000.00) and a stated
      liquidation amount with respect to the assets of the Trust of $1,000.00 per
      Capital Security, are hereby designated for the purposes of identification
      only
      as the “Capital
      Securities”.
      The Capital Security Certificates evidencing the Capital Securities shall be
      substantially in the form of Exhibit A-1 to the Declaration, with such
      changes and additions thereto or deletions therefrom as may be required by
      ordinary usage, custom or practice.

     

    (b)  310
      Fixed/Floating Rate Common Securities of the Trust (the “Common
      Securities”)
      will be evidenced by Common Security Certificates substantially in the form
      of
      Exhibit A-2 to the Declaration, with such changes and additions thereto or
      deletions therefrom as may be required by ordinary usage, custom or
      practice.

     

    2.  Distributions.

     

    (a)  Distributions
      will be payable on each Security for the Distribution Period beginning on (and
      including) the date of original issuance and ending on (but excluding) the
      Distribution Payment Date in March 2011 at a rate per annum of 6.35% and shall
      bear interest for each successive Distribution Period beginning on (and
      including) the Distribution Payment Date in March 2011, and each succeeding
      Distribution Payment Date, and ending on (but excluding) the next succeeding
      Distribution Payment Date at a rate per annum equal to the 3-Month LIBOR,
      determined as described below, plus 1.40% (the “Coupon
      Rate”),
      applied to the stated liquidation amount thereof, such rate being the rate
      of
      interest payable on the Debentures to be held by the Institutional Trustee.
      Distributions in arrears will bear interest thereon compounded quarterly at
      the
      applicable Distribution Rate (to the extent permitted by law). Distributions,
      as
      used herein, include cash distributions and any such compounded distributions
      unless otherwise noted. A Distribution is payable only to the extent that
      payments are made in respect of the Debentures held by the Institutional Trustee
      and to the extent the Institutional Trustee has funds available therefor.
The
      amount of the Distribution payable (i) for any Distribution Period
      commencing on or after the date of original issuance but before the Distribution
      Payment Date in March 2011 will be computed on the basis of a 360-day year
      of
      twelve 30-day months, and (ii) for the Distribution Period commencing on
      the Distribution Payment Date in March 2011 and each succeeding Distribution
      Period will be calculated by applying the Distribution Rate to the stated
      liquidation amount outstanding at the commencement of the Distribution Period
      on
      the basis of the actual number of days in the Distribution Period concerned
      divided by 360. All percentages resulting from any calculations on the Capital
      Securities will be rounded, if necessary, to the nearest one hundred-thousandth
      of a percentage point, with five one-millionths of a percentage point rounded
      upward (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655),
      and all dollar amounts used in or resulting from such calculation will be
      rounded to the nearest cent (with one-half cent being rounded
      upward)).

     

    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    

    (b)  Distributions
      on the Securities will be cumulative, will accrue from the date of original
      issuance, and will be payable, subject to extension of distribution payment
      periods as described herein, quarterly in arrears on March 15,
      June 15, September 15 and December 15 of each year, or if such
      day is not a Business Day, then the next succeeding Business Day (each a
“Distribution
      Payment Date”)
      (it being understood that interest accrues for any such non-Business Day during
      the applicable Distribution Period, beginning on or after March 15, 2016),
      commencing on the Distribution Payment Date in March 2006 when, as and if
      available for payment. The Debenture Issuer has the right under the Indenture
      to
      defer payments of interest on the Debentures, so long as no Acceleration Event
      of Default has occurred and is continuing, by deferring the payment of interest
      on the Debentures for up to 20 consecutive quarterly periods (each an
“Extension
      Period”)
      at any time and from time to time, subject to the conditions described below,
      during which Extension Period no interest shall be due and payable. During
      any
      Extension Period, interest will continue to accrue on the Debentures, and
      interest on such accrued interest will accrue at an annual rate equal to the
      Distribution Rate in effect for each such Extension Period, compounded quarterly
      from the date such interest would have been payable were it not for the
      Extension Period, to the extent permitted by law (such interest referred to
      herein as “Additional
      Interest”).
      No Extension Period may end on a date other than a Distribution Payment Date.
      At
      the end of any such Extension Period, the Debenture Issuer shall pay all
      interest then accrued and unpaid on the Debentures (together with Additional
      Interest thereon); provided,
      however,
      that no Extension Period may extend beyond the Maturity Date and provided further,
      however,
      that during any such Extension Period, the Debenture Issuer and its Affiliates
      shall not (i) declare or pay any dividends or distributions on, or redeem,
      purchase, acquire, or make a liquidation payment with respect to, any of the
      Debenture Issuer’s or its Affiliates’ capital stock (other than payments of
      dividends or distributions either directly, or indirectly through another
      Affiliate, to the Debenture Issuer) or make any guarantee payments with respect
      to the foregoing, or (ii) make any payment of principal of or interest or
      premium, if any, on or repay, repurchase or redeem any debt securities of the
      Debenture Issuer or any Affiliate that rank pari passu
      in all respects with or junior in interest to the Debentures (other than, with
      respect to clauses (i) and (ii) above, (a) repurchases, redemptions or
      other acquisitions of shares of capital stock of the Debenture Issuer in
      connection with any employment contract, benefit plan or other similar
      arrangement with or for the benefit of one or more employees, officers,
      directors or consultants, in connection with a dividend reinvestment or
      stockholder stock purchase plan or in connection with the issuance of capital
      stock of the Debenture Issuer (or securities convertible into or exercisable
      for
      such capital stock) as consideration in an acquisition transaction entered
      into
      prior to the applicable Extension Period, (b) as a result of any exchange
      or conversion of any class or series of the Debenture Issuer’s capital stock (or
      any capital stock of a subsidiary of the Debenture Issuer) for any class or
      series of the Debenture Issuer’s capital stock or of any class or series of the
      Debenture Issuer’s indebtedness for any class or series of the Debenture
      Issuer’s capital stock, (c) the purchase of fractional interests in shares
      of the Debenture Issuer’s capital stock pursuant to the conversion or exchange
      provisions of such capital stock or the security being converted or exchanged,
      (d) any declaration of a dividend in connection with any stockholders’
rights plan, or the issuance of rights, stock or other property under any
      stockholders’ rights plan, or the redemption or repurchase of rights pursuant
      thereto, (e) any dividend in the form of stock, warrants, options or other
      rights where the dividend stock or the stock issuable upon exercise of such
      warrants, options or other rights is the same stock as that on which the
      dividend is being paid or ranks pari
      passu
      with or junior to such stock and any cash payments in lieu of fractional shares
      issued in connection therewith, or (f)  payments under the Capital
      Securities Guarantee). Prior to the termination of any Extension Period, the
      Debenture Issuer may further extend such period, provided that such period
      together with all such previous and further consecutive extensions thereof
      shall
      not exceed 20 consecutive quarterly periods, or extend beyond the Maturity
      Date.
      Upon the termination of any Extension Period and upon the payment of all accrued
      and unpaid interest and Additional Interest, the Debenture Issuer may commence
      a
      new Extension Period, subject to the foregoing requirements. No interest or
      Additional Interest shall be due and payable during an Extension Period, except
      at the end thereof, but each installment of interest that would otherwise have
      been due and payable during such Extension Period 

     

    
      
        
        

      

      
        I-2

        
          

        

      

      
        
        
shall
        bear Additional Interest. During any Extension Period, Distributions on the
        Securities shall be deferred for a period equal to the Extension Period.
        If
        Distributions are deferred, the Distributions due shall be paid on the date
        that
        the related Extension Period terminates to Holders of the Securities as they
        appear on the books and records of the Trust on the record date immediately
        preceding such date. Distributions on the Securities must be paid on the
        dates
        payable (after giving effect to any Extension Period) to the extent that
        the
        Trust has funds available for the payment of such distributions in the Property
        Account of the Trust. The Trust’s funds available for Distribution to the
        Holders of the Securities will be limited to payments received from the
        Debenture Issuer. The payment of Distributions out of moneys held by the
        Trust
        is guaranteed by the Guarantor pursuant to the Guarantee.

    

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        I-3

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

    4.  Redemption
      and Distribution.

     

    (a)  The
      Debentures will mature on March 15, 2036. The Debentures may be redeemed by
      the Debenture Issuer, in whole or in part, at any Distribution Payment Date
      on
      or after the Distribution Payment Date in March 2011, at the Redemption Price.
      In addition, the Debentures may be redeemed by the Debenture Issuer at the
      Special Redemption Price, in whole but not in part, at any Distribution Payment
      Date, upon the occurrence and continuation of a Special Event within
      120 days following the occurrence of such Special Event at the Special
      Redemption Price, upon not less than 30 nor more than 60 days’ notice
      to holders of such Debentures so long as such Special Event is continuing.
      In
      each case, the right of the Debenture Issuer to redeem the Debentures is subject
      to the Debenture Issuer having received prior approval from the Federal Reserve
      (if the Debenture Issuer is a bank holding company) or prior approval from
      the
      OTS (if the Debenture Issuer is a savings and loan holding company), in each
      case if then required under applicable capital guidelines or policies of the
      applicable federal agency.
      The Sponsor shall appoint a Quotation Agent, which shall be a designee of the
      Institutional Trustee, for the purpose of performing the services contemplated
      in or by reference in, the definition of Special Redemption Price. Any error
      in
      the calculation of the Special Redemption Price by the Quotation Agent or the
      Debenture Trustee may be corrected at any time by notice delivered to the
      Sponsor and the holders of the Capital Securities. Subject to the corrective
      rights set forth above, all 

     

    
      
        
        

      

      
        I-4

        
          

        

      

      
        
        

      

    

    certificates,
      communications, opinions, determinations, calculations, quotations and decisions
      given, expressed, made or obtained for the purposes of the provisions relating
      to the payment and calculation of the Special Redemption Price on the Debentures
      or the Capital Securities by the Debenture Trustee, the Quotation Agent or
      the
      Institutional Trustee, as the case may be, shall (in the absence of willful
      default, bad faith or manifest error) be final, conclusive and binding on the
      holders of the Debentures and the Capital Securities, the Trust and the Sponsor,
      and no liability shall attach (except as provided above) to the Debenture
      Trustee, the Quotation Agent or the Institutional Trustee in connection with
      the
      exercise or non-exercise by any of them of their respective powers, duties
      and
      discretion.

     

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

     

    (1) the
      rate (expressed as a percentage per annum) for U.S. dollar deposits having
      a
      three-month maturity that appears on Telerate Page 3750 as of
      11:00 a.m. (London time) on the related Determination Date (as defined
      below). “Telerate Page 3750” means the display designated as
“Page 3750” on the Moneyline Telerate Service or such other page as may
      replace Page 3750 on that service or such other service or services as may
      be nominated by the British Bankers’ Association as the information vendor for
      the purpose of displaying London interbank offered rates for U.S. dollar
      deposits;

     

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

     

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

     

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

     

    If
      the rate for U.S. dollar deposits having a three-month maturity that initially
      appears on Telerate Page 3750 as of 11:00 a.m. (London time) on the
      related Determination Date is superseded on the Telerate Page 3750 by a
      corrected rate by 12:00 noon (London time) on such Determination Date, then
      the corrected rate as so substituted on the applicable page will be the
      applicable 3-Month LIBOR for such Determination Date.

     

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

     

    “Capital
      Treatment Event”
      means the receipt by the Debenture Issuer and the Trust of an opinion of counsel
      experienced in such matters to the effect that, as a result of the occurrence
      of
      any amendment to, or change (including any announced prospective change) in,
      the
      laws, rules or regulations of the United States or any political subdivision
      thereof or therein, or as the result of any official or administrative
      pronouncement or action or decision interpreting or applying such laws, rules
      or
      regulations, which amendment or change is effective or which pronouncement,
      action or decision is 

     

    
      
        
        

      

      
        I-5

        
          

        

      

      
        
        

      

    

    announced
      on or after the date of original issuance of the Debentures, there is more
      than
      an insubstantial risk that the Sponsor will not, within 90 days of the date
      of
      such opinion, be entitled to treat an amount equal to the aggregate liquidation
      amount of the Capital Securities as “Tier 1 Capital” (or its then
      equivalent) for purposes of the capital adequacy guidelines of the Federal
      Reserve, as then in effect and applicable to the Sponsor (or if the Sponsor
      is
      not a bank holding company or otherwise is not subject to the Federal Reserve’s
      risk-based capital adequacy guidelines, such guidelines applied to the Sponsor
      as if the Sponsor were subject to such guidelines); provided,
      however,
      that the inability of the Sponsor to treat all or any portion of the liquidation
      amount of the Capital Securities as Tier l Capital shall not constitute the
      basis for a Capital Treatment Event, if such inability results from the Sponsor
      having cumulative preferred stock, minority interests in consolidated
      subsidiaries, or any other class of security or interest which the Federal
      Reserve or OTS, as applicable, may now or hereafter accord Tier 1 Capital
      treatment in excess of the amount which may now or hereafter qualify for
      treatment as Tier 1 Capital under applicable capital adequacy guidelines;
provided further,
      however,
      that the distribution of Debentures in connection with the Liquidation of the
      Trust shall not in and of itself constitute a Capital Treatment Event unless
      such Liquidation shall have occurred in connection with a Tax Event or an
      Investment Company Event.

     

    “Comparable
      Treasury Issue”
      means with respect to any Special Redemption Date the United States Treasury
      security selected by the Quotation Agent as having a maturity comparable to
      the
      Fixed Rate Period Remaining Life that would be utilized, at the time of
      selection and in accordance with customary financial practice, in pricing new
      issues of corporate debt securities of comparable maturity to the Fixed Rate
      Period Remaining Life. If no United States Treasury security has a maturity
      which is within a period from 3 months before to 3 months after the Distribution
      Payment Date in March 2011, the two most closely corresponding United States
      Treasury securities as selected by the Quotation Agent shall be used as the
      Comparable Treasury Issue, and the Treasury Rate shall be interpolated and
      extrapolated on a straight-line basis, rounding to the nearest month using
      such
      securities.

     

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

     

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

     

    “Fixed
      Rate Period Remaining Life”
      means, with respect to any Debenture, the period from the Special Redemption
      Date for such Debenture to the Distribution Payment Date in March
      2011.

     

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

     

    “Maturity
      Date”
      means March 15, 2036.

     

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

     

    
      
        
        

      

      
        I-6

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

    “Special
      Redemption Price”
      means (a) if the Special Redemption Date occurs before the Distribution
      Payment Date in March 2011, the greater of (i) 107.5% of the principal
      amount of the Debentures, plus accrued and unpaid Interest on the Debentures
      to
      the Special Redemption Date, or (ii) as determined by the Quotation Agent,
      (A) the sum of the present values of the scheduled payments of principal
      and Interest on the Debentures during the Fixed Rate Period Remaining Life
      of
      the Debentures (assuming the Debentures matured on March 15, 2011)
      discounted to the Special Redemption Date on a quarterly basis (assuming a
      360-day year consisting of twelve 30-day months) at the Treasury Rate, plus
      (B) accrued and unpaid Interest on the Debentures to such Special
      Redemption Date, or (b) if the Special Redemption Date occurs on or after
      the Distribution Payment Date in March 2011, 100% of the principal amount of
      the
      Debentures being redeemed, plus accrued and unpaid Interest on such Debentures
      to the Special Redemption Date.

     

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


     

    
      
        
        

      

      
        I-7

        
          

        

      

      
        
        
date
        of such opinion, subject to more than a de minimis amount of other taxes,
        duties
        or other governmental charges.

    

     

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

     

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

     

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

     

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

     

    (e)  Redemption
      or Distribution Procedures.

     

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

     

    
      
        
        

      

      
        I-8

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

    5.  Voting
      Rights - Capital Securities.

     

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

     

    (b)  Subject
      to the requirements of obtaining a tax opinion by the Institutional Trustee
      in
      certain circumstances set forth in the last sentence of this paragraph, the
      Holders of a Majority in liquidation amount of the Capital Securities, voting
      separately as a class, have the right to direct the time, method, and place
      of
      conducting any proceeding for any remedy available to the Institutional Trustee,
      or exercising any trust or power conferred upon the Institutional Trustee under
      the Declaration, including the right to direct the Institutional Trustee, as
      holder of the Debentures, to (i) exercise the remedies available under the
      Indenture as the holder of the Debentures, (ii) waive any past default that
      is waivable under the 

     

    
      
        
        

      

      
        I-9

        
          

        

      

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

    

     

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

     

    A
      waiver of an Indenture Event of Default will constitute a waiver of the
      corresponding Event of Default hereunder. Any required approval or direction
      of
      Holders of the Capital Securities may be given at a separate meeting of Holders
      of the Capital Securities convened for such purpose, at a meeting of all of
      the
      Holders of the Securities in the Trust or pursuant to written consent. The
      Institutional Trustee will cause a notice of any meeting at which Holders of
      the
      Capital Securities are entitled to vote, or of any matter upon which action
      by
      written consent of such Holders is to be taken, to be mailed to each Holder
      of
      record of the Capital Securities. Each such notice will include a statement
      setting forth the following 

     

    
      
        
        

      

      
        I-10

        
          

        

      

      
        
        

      

    

    information
      (i) the date of such meeting or the date by which such action is to be
      taken, (ii) a description of any resolution proposed for adoption at such
      meeting on which such Holders are entitled to vote or of such matter upon which
      written consent is sought and (iii) instructions for the delivery of
      proxies or consents. No vote or consent of the Holders of the Capital Securities
      will be required for the Trust to redeem and cancel Capital Securities or to
      distribute the Debentures in accordance with the Declaration and the terms
      of
      the Securities.

     

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

     

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

     

    6.  Voting
      Rights - Common Securities.

     

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

     

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

     

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

     

    
      
        
        

      

      
        I-11

        
          

        

      

      
        
        

      

    

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

     

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

     

    7.  Amendments
      to Declaration and Indenture.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        I-12

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

    



    
      
        
          I-13

           

        

        
        

      

      
        
        

        
        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      A-1

    


    FORM
      OF CAPITAL SECURITY CERTIFICATE

    


    [FORM
      OF FACE OF SECURITY]

     

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

     

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


     

    
      
        
        

      

      
        A-1-1

        
          

        

      

      
        
        
MEANING
        OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS
        APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT
        PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE
        BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL
        NOT
        RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION
        4975 OF
        THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE
        EXEMPTION.

    

     

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

     

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

     

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

     

    Certificate
      Number P-1      10,000
      Capital Securities

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

     

    January 31,
      2006

     

    Certificate
      Evidencing Fixed/Floating Rate Capital Securities

     

    of

     

    CMTY
      Capital Statutory Trust III

     

    (liquidation
      amount $1,000.00 per Capital Security)

     

    CMTY
      Capital Statutory Trust III, a statutory trust created under the laws of
      the State of Delaware (the “Trust”), hereby certifies that
      __________________________ is the registered owner of capital securities of
      the
      Trust representing undivided beneficial interests in the assets of the Trust,
      (liquidation amount $1,000.00 per capital security) (the “Capital Securities”).
      Subject to the Declaration (as defined below), the Capital Securities are
      transferable on the books and records of the Trust in person or by a duly
      authorized attorney, upon surrender of this Certificate duly endorsed and in
      proper form for transfer. The Capital Securities represented hereby are issued
      pursuant to, and the designation, rights, privileges, restrictions, preferences
      and other terms and provisions of the Capital Securities shall in all respects
      be subject to, the provisions of the Amended and Restated Declaration of Trust
      of the Trust dated as of January 31, 2006, among Donald F. Holt and
      V. Anthony Viozzi, as Administrators, Wilmington Trust Company, as Delaware
      Trustee, Wilmington Trust Company, as Institutional Trustee, Community Banks,
      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 such amended and restated
      declaration as the same may be amended from time to time (the “Declaration”).
      Capitalized terms used herein but not defined shall have the meaning given
      them
      in the Declaration. The Holder is entitled to the benefits of the Guarantee
      to
      the extent provided therein. The Sponsor will provide a copy of the Declaration,
      the Guarantee, and the Indenture to the Holder without charge upon written
      request to the Sponsor at its principal place of business.

     

    
      
        
        

      

      
        A-1-2

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

    Signatures
      appear on following page

     


    
      
        A-1-3

         

         

        
        

      

      
        
        

        
        

      

      
        
        

      

    


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

     

    CMTY
      CAPITAL STATUTORY TRUST III

    


    


    


    By:__________________________________

    Name:

    Title:
      Administrator

    


    


    CERTIFICATE
      OF AUTHENTICATION

    


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

    


    


    WILMINGTON
      TRUST COMPANY,

    as
      the Institutional Trustee

    


    


    By:_____________________________________

    Authorized
      Officer

    



    
      
        A-1-4

         

         

        
        

      

      
        
        

        
        

      

      
        
        

      

    


    [FORM
      OF REVERSE OF CAPITAL SECURITY]

     

    Distributions
      payable on each Capital Security will be payable at an annual rate equal to
      6.35% beginning on (and including) the date of original issuance and ending
      on
      (but excluding) the Distribution Payment Date in March 2011 and at an annual
      rate for each successive period beginning on (and including) the Distribution
      Payment Date in March 2011, and each succeeding Distribution Payment Date,
      and
      ending on (but excluding) the next succeeding Distribution Payment Date (each
      a
“Distribution Period”), equal to 3-Month LIBOR, determined as described below,
      plus 1.40% (the “Coupon Rate”), applied to the stated liquidation amount of
      $1,000.00 per Capital Security, such rate being the rate of interest payable
      on
      the Debentures to be held by the Institutional Trustee. Distributions in arrears
      will bear interest thereon compounded quarterly at the Distribution Rate (to
      the
      extent permitted by applicable law). The term “Distributions” as used herein
      includes cash distributions and any such compounded distributions unless
      otherwise noted. A Distribution is payable only to the extent that payments
      are
      made in respect of the Debentures held by the Institutional Trustee and to
      the
      extent the Institutional Trustee has funds available therefor. As used herein,
      “Determination Date” means the date that is two London Banking Days (i.e., a
      business day in which dealings in deposits in U.S. dollars are transacted in
      the
      London interbank market) preceding the commencement of the relevant Distribution
      Period. The amount of the Distribution payable (i) for any Distribution
      Period commencing on or after the date of original issuance but before the
      Distribution Payment Date in March 2011 will be computed on the basis of a
      360-day year of twelve 30-day months, and (ii) for the Distribution Period
      commencing on the Distribution Payment Date in March 2011 and each succeeding
      Distribution Period will be calculated by applying the Distribution Rate to
      the
      stated liquidation amount outstanding at the commencement of the Distribution
      Period on the basis of the actual number of days in the Distribution Period
      concerned divided by 360.

     

    “3-Month
      LIBOR” as used herein, means the London interbank offered interest rate for
      three-month U.S. dollar deposits determined by the Debenture Trustee in the
      following order of priority: (i) the rate (expressed as a percentage per annum)
      for U.S. dollar deposits having a three-month maturity that appears on Telerate
      Page 3750 as of 11:00 a.m. (London time) on the related Determination Date
      (“Telerate Page 3750” means the display designated as “Page 3750” on the
      Moneyline Telerate Service or such other page as may replace Page 3750 on that
      service or such other service or services as may be nominated by the British
      Bankers’ Association as the information vendor for the purpose of displaying
      London interbank offered rates for U.S. dollar deposits); (ii) if such rate
      cannot be identified on the related Determination Date, the Debenture Trustee
      will request the principal London offices of four leading banks in the London
      interbank market to provide such banks’ offered quotations (expressed as
      percentages per annum) to prime banks in the London interbank market for U.S.
      dollar deposits having a three-month maturity as of 11:00 a.m. (London time)
      on
      such Determination Date. If at least two quotations are provided, 3-Month LIBOR
      will be the arithmetic mean of such quotations; (iii) if fewer than two
      such quotations are provided as requested in clause (ii) above, the Debenture
      Trustee will request four major New York City banks to provide such banks’
offered quotations (expressed as percentages per annum) to leading European
      banks for loans in U.S. dollars as of 11:00 a.m. (London time) on such
      Determination Date. If at least two such quotations are provided, 3-Month LIBOR
      will be the arithmetic mean of such quotations; and (iv) if fewer than two
      such quotations are provided as requested in clause (iii) above, 3-Month LIBOR
      will be a 3-Month LIBOR determined with respect to the Distribution Period
      immediately preceding such current Distribution Period. If the rate for U.S.
      dollar deposits having a three-month maturity that initially appears on Telerate
      Page 3750 as of 11:00 a.m. (London time) on the related Determination Date
      is
      superseded on the Telerate Page 3750 by a corrected rate by 12:00 noon (London
      time) on such Determination Date, then the corrected rate as so substituted
      on
      the applicable page will be the applicable 3-Month LIBOR for such Determination
      Date.

     

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

     

    
      
        
        

      

      
        A-1-5

        
          

        

      

      
        
        

      

    

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

     

    Except
      as otherwise described below, Distributions on the Capital Securities will
      be
      cumulative, will accrue from the date of original issuance and will be payable
      quarterly in arrears on March 15, June 15, September 15 and
      December 15 of each year or if any such day is not a Business Day, then the
      next succeeding Business Day (each such day, a “Distribution Payment Date”) (it
      being understood that interest accrues for any such non-Business Day during
      the
      applicable Distribution Period, beginning on or after March 15, 2011),
      commencing on the Distribution Payment Date in March 2006. The Debenture Issuer
      has the right under the Indenture to defer payments of interest on the
      Debentures, so long as no Acceleration Event of Default has occurred and is
      continuing, by extending the interest payment period for up to 20 consecutive
      quarterly periods (each an “Extension Period”) at any time and from time to time
      on the Debentures, subject to the conditions described below, during which
      Extension Period no interest shall be due and payable. During any Extension
      Period, interest will continue to accrue on the Debentures, and interest on
      such
      accrued interest will accrue at an annual rate equal to the Distribution Rate
      in
      effect for each such Extension Period, compounded quarterly from the date such
      interest would have been payable were it not for the Extension Period, to the
      extent permitted by law (such interest referred to herein as “Additional
      Interest”). No Extension Period may end on a date other than a Distribution
      Payment Date. At the end of any such Extension Period, the Debenture Issuer
      shall pay all interest then accrued and unpaid on the Debentures (together
      with
      Additional Interest thereon); provided,
      however,
      that no Extension Period may extend beyond the Maturity Date. Prior to the
      termination of any Extension Period, the Debenture Issuer may further extend
      such period, provided that such period together with all such previous and
      further consecutive extensions thereof shall not exceed 20 consecutive quarterly
      periods, or extend beyond the Maturity Date. Upon the termination of any
      Extension Period and upon the payment of all accrued and unpaid interest and
      Additional Interest, the Debenture Issuer may commence a new Extension Period,
      subject to the foregoing requirements. No interest or Additional Interest shall
      be due and payable during an Extension Period, except at the end thereof, but
      each installment of interest that would otherwise have been due and payable
      during such Extension Period shall bear Additional Interest. During any
      Extension Period, Distributions on the Capital Securities shall be deferred
      for
      a period equal to the Extension Period. If Distributions are deferred, the
      Distributions due shall be paid on the date that the related Extension Period
      terminates, to Holders of the Securities as they appear on the books and records
      of the Trust on the record date immediately preceding such date. Distributions
      on the Securities must be paid on the dates payable (after giving effect to
      any
      Extension Period) to the extent that the Trust has funds available for the
      payment of such distributions in the Property Account of the Trust. The Trust’s
      funds available for Distribution to the Holders of the Securities will be
      limited to payments received from the Debenture Issuer. The payment of
      Distributions out of moneys held by the Trust is guaranteed by the Guarantor
      pursuant to the Guarantee.

     

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

     


    
      
        A-1-6

         

         

        
        

      

      
        
        

        
        

      

      
        
        

      

    


    ASSIGNMENT

     

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

     

     

              
      ________________________________________________________________

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

     

              
________________________________________________________________

     

              
      ________________________________________________________________

     

     

    


     

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

     

               
________________________________________________________________

     

    


     

    agent
      to transfer this Capital Security Certificate on the books of the Trust. The
      agent may substitute another to act for him or her.

     

    Date:________________________________     

     

    Signature:_____________________________    

     

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

     

    Signature
      Guarantee:1 

     

    


    

      

      
        1
          Signature must be guaranteed by an “eligible guarantor institution” that is a
          bank, stockbroker, savings and loan association or credit union meeting
          the
          requirements of the Security registrar, which requirements include membership
          or
          participation in the Securities Transfer Agents Medallion Program (“STAMP”) or
          such other “signature guarantee program” as may be determined by the Security
          registrar in addition to, or in substitution for, STAMP, all in accordance
          with
          the Securities Exchange Act of 1934, as amended.

         

      

    


    
      
        
          A-1-7

           

        

        
        

      

      
        
        

        
        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      A-2

     

    FORM
      OF COMMON SECURITY CERTIFICATE

     

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

     

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

     

    Certificate
      Number C-1      310
      Common Securities

     

    January 31,
      2006

     

    Certificate
      Evidencing Fixed/Floating Rate Common Securities

     

    of

     

    CMTY
      Capital Statutory Trust III

     

    CMTY
      Capital Statutory Trust III, a statutory trust created under the laws of
      the State of Delaware (the “Trust”), hereby certifies that Community Banks, Inc.
      (the “Holder”) is the registered owner of common securities of the Trust
      representing undivided beneficial interests in the assets of the Trust (the
      “Common Securities”). The Common Securities represented hereby are issued
      pursuant to, and the designation, rights, privileges, restrictions, preferences
      and other terms and provisions of the Common Securities shall in all respects
      be
      subject to, the provisions of the Amended and Restated Declaration of Trust
      of
      the Trust dated as of January 31, 2006, among Donald F. Holt and
      V. Anthony Viozzi, as Administrators, Wilmington Trust Company, as Delaware
      Trustee, Wilmington Trust Company, as Institutional Trustee, Community Banks,
      Inc., as Sponsor, and the holders from time to time of undivided beneficial
      interest in the assets of the Trust including the designation of the terms
      of
      the Common Securities as set forth in Annex I to such amended and restated
      declaration, as the same may be amended from time to time (the “Declaration”).
      Capitalized terms used herein but not defined shall have the meaning given
      them
      in the Declaration. The Holder is entitled to the benefits of the Guarantee
      to
      the extent provided therein. The Sponsor will provide a copy of the Declaration,
      the Guarantee and the Indenture to the Holder without charge upon written
      request to the Sponsor at its principal place of business.

     

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

     

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

     

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

     

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

     


    
      
        A-2-1

         

         

        
        

      

      
        
        

        
        

      

      
        
        

      

    


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

     

    CMTY
      CAPITAL STATUTORY TRUST III

    


    


    By:_____________________________________

    Name

    Title:
      Administrator


    
      
        A-2-2

         

        
        

      

      
        
        

        
        

      

      
        
        

      

    


    [FORM
      OF REVERSE OF COMMON SECURITY]

     

    Distributions
      payable on each Common Security will be payable at an annual rate equal to
      6.35%
      beginning on (and including) the date of original issuance and ending on (but
      excluding) the Distribution Payment Date in March 2011 and at an annual rate
      for
      each successive period beginning on (and including) the Distribution Payment
      Date in March 2011, and each succeeding Distribution Payment Date, and ending
      on
      (but excluding) the next succeeding Distribution Payment Date (each a
“Distribution Period”), equal to 3-Month LIBOR, determined as described below,
      plus 1.40% (the “Coupon Rate”), applied to the stated liquidation amount of
      $1,000.00 per Common Security, such rate being the rate of interest payable
      on
      the Debentures to be held by the Institutional Trustee. Distributions in arrears
      will bear interest thereon compounded quarterly at the Distribution Rate (to
      the
      extent permitted by applicable law). The term “Distributions” as used herein
      includes cash distributions and any such compounded distributions unless
      otherwise noted. A Distribution is payable only to the extent that payments
      are
      made in respect of the Debentures held by the Institutional Trustee and to
      the
      extent the Institutional Trustee has funds available therefor. As used herein,
      “Determination Date” means the date that is two London Banking Days (i.e., a
      business day in which dealings in deposits in U.S. dollars are transacted in
      the
      London interbank market) preceding the commencement of the relevant Distribution
      Period. The amount of the Distribution payable (i) for any Distribution
      Period commencing on or after the date of original issuance but before the
      Distribution Payment Date in March 2011 will be computed on the basis of a
      360-day year of twelve 30-day months, and (ii) for the Distribution Period
      commencing on the Distribution Payment Date in March 2011 and each succeeding
      Distribution Period will be calculated by applying the Distribution Rate to
      the
      stated liquidation amount outstanding at the commencement of the Distribution
      Period on the basis of the actual number of days in the Distribution Period
      concerned divided by 360.

     

    “3-Month
      LIBOR” as used herein, means the London interbank offered interest rate for
      three-month
      U.S. dollar deposits determined by the Debenture Trustee in the following order
      of priority: (i) the rate (expressed as a percentage per annum) for U.S. dollar
      deposits having a three-month
      maturity that appears on Telerate Page 3750 as of 11:00 a.m. (London time)
      on
      the related Determination Date (“Telerate Page 3750” means the display
      designated as “Page 3750” on the Moneyline Telerate Service or such other page
      as may replace Page 3750 on that service or such other service or services
      as
      may be nominated by the British Bankers’ Association as the information vendor
      for the purpose of displaying London interbank offered rates for U.S. dollar
      deposits); (ii) if such rate cannot be identified on the related Determination
      Date, the Debenture Trustee will request the principal London offices of four
      leading banks in the London interbank market to provide such banks’ offered
      quotations (expressed as percentages per annum) to prime banks in the London
      interbank market for U.S. dollar deposits having a three-month
      maturity as of 11:00 a.m. (London time) on such Determination Date. If at least
      two quotations are provided, 3-Month
      LIBOR will be the arithmetic mean of such quotations; (iii) if fewer than two
      such quotations are provided as requested in clause (ii) above, the Debenture
      Trustee will request four major New York City banks to provide such banks’
offered quotations (expressed as percentages per annum) to leading European
      banks for loans in U.S. dollars as of 11:00 a.m. (London time) on such
      Determination Date. If at least two such quotations are provided, 3-Month
      LIBOR will be the arithmetic mean of such quotations; and (iv) if fewer than
      two
      such quotations are provided as requested in clause (iii) above, 3-Month
      LIBOR will be a 3-Month
      LIBOR determined with respect to the Distribution Period immediately preceding
      such current Distribution Period. If the rate for U.S. dollar deposits having
      a
      three-month
      maturity that initially appears on Telerate Page 3750 as of 11:00 a.m. (London
      time) on the related Determination Date is superseded on the Telerate Page
      3750
      by a corrected rate by 12:00 noon (London time) on such Determination Date,
      then
      the corrected rate as so substituted on the applicable page will be the
      applicable 3-Month
      LIBOR for such Determination Date.

     

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

     

    
      
        
        

      

      
        A-2-3

        
          

        

      

      
        
        

      

    

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

     

    Except
      as otherwise described below, Distributions on the Common Securities will be
      cumulative, will accrue from the date of original issuance and will be payable
      quarterly in arrears on March 15, June 15, September 15 and
      December 15 of each year or if any such day is not a Business Day, then the
      next succeeding Business Day (each such day, a “Distribution Payment Date”) (it
      being understood that interest accrues for any such non-Business Day during
      the
      applicable Distribution Period, beginning on or after March 15, 2011),
      commencing on the Distribution Payment Date in March 2006. The Debenture Issuer
      has the right under the Indenture to defer payments of interest on the
      Debentures, so long as no Acceleration Event of Default has occurred and is
      continuing, by extending the interest payment period for up to
      20 consecutive quarterly periods (each an “Extension Period”) at any time
      and from time to time on the Debentures, subject to the conditions described
      below, during which Extension Period no interest shall be due and payable.
      During any Extension Period, interest will continue to accrue on the Debentures,
      and interest on such accrued interest will accrue at an annual rate equal to
      the
      Distribution Rate in effect for each such Extension Period, compounded quarterly
      from the date such interest would have been payable were it not for the
      Extension Period, to the extent permitted by law (such interest referred to
      herein as “Additional Interest”). No Extension Period may end on a date other
      than a Distribution Payment Date. At the end of any such Extension Period,
      the
      Debenture Issuer shall pay all interest then accrued and unpaid on the
      Debentures (together with Additional Interest thereon); provided,
      however,
      that no Extension Period may extend beyond the Maturity Date. Prior to the
      termination of any Extension Period, the Debenture Issuer may further extend
      such period, provided that such period together with all such previous and
      further consecutive extensions thereof shall not exceed 20 consecutive quarterly
      periods, or extend beyond the Maturity Date. Upon the termination of any
      Extension Period and upon the payment of all accrued and unpaid interest and
      Additional Interest, the Debenture Issuer may commence a new Extension Period,
      subject to the foregoing requirements. No interest or Additional Interest shall
      be due and payable during an Extension Period, except at the end thereof, but
      each installment of interest that would otherwise have been due and payable
      during such Extension Period shall bear Additional Interest. During any
      Extension Period, Distributions on the Common Securities shall be deferred
      for a
      period equal to the Extension Period. If Distributions are deferred, the
      Distributions due shall be paid on the date that the related Extension Period
      terminates, to Holders of the Securities as they appear on the books and records
      of the Trust on the record date immediately preceding such date. Distributions
      on the Securities must be paid on the dates payable (after giving effect to
      any
      Extension Period) to the extent that the Trust has funds available for the
      payment of such distributions in the Property Account of the Trust. The Trust’s
      funds available for Distribution to the Holders of the Securities will be
      limited to payments received from the Debenture Issuer.

     

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

     


    
      
        A-2-4

         

         

        
        

      

      
        
        

        
        

      

      
        
        

      

    


    ASSIGNMENT

     

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

     

              
_________________________________________________________________________

     

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

              
      __________________________________________________________________________

         


              
__________________________________________________________________________

     

     

     

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

     

               
      __________________________________________________________________________

     

     

     

     

                             ___________________________________________________agent
      

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

                             agent
      may substitute another to act for him or her.

     

    Date:___________________________________      

     

    Signature:________________________________     

     

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

     

    Signature:________________________________     

     

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

     

    Signature
      Guarantee2 

     

    

      

      
        2
          Signature must be guaranteed by an “eligible guarantor institution” that is a
          bank, stockbroker, savings and loan association or credit union, meeting
          the
          requirements of the Security registrar, which requirements include membership
          or
          participation in the Securities Transfer Agents Medallion Program (“STAMP”) or
          such other “signature guarantee program” as may be determined by the Security
          registrar in addition to, or in substitution for, STAMP, all in accordance
          with
          the Securities Exchange Act of 1934, as amended.

         

      

    


    
      
        
          A-2-5