Exhibit 4.3


 




 


 





ZIONS BANCORPORATION


 


 


to


 


 


J. P. MORGAN TRUST COMPANY, N.A.,

as Trustee


 


 










 


 


JUNIOR SUBORDINATED INDENTURE


 


 


Dated as of August
21, 2002


 








 


 





 

















 


ZIONS BANCORPORATION


 


Reconciliation and tie
between the Trust Indenture Act of 1939 (including cross-references to
provisions of Sections 310 to and including 317 which, pursuant to
Section 318(c) of the Trust Indenture Act of 1939, as amended by the Trust
Reform Act of 1990, are a part of and govern the Indenture whether or not
physically contained therein) and the Junior Subordinated Indenture, dated as
of August 21, 2002.


 


	
  Trust Indenture 

  Act Section

  	
   

  	
  Indenture 

  Section

  
	
  § 310

  	
  (a) (1), (2) and (5)

  	
  6.9

  
	
   

  	
  (a) (3)

  	
  Not Applicable

  
	
   

  	
  (a) (4).

  	
  Not Applicable

  
	
   

  	
  (b).

  	
  6.8

  
	
   

  	
   

  	
  6.10

  
	
   

  	
  (c)

  	
  Not Applicable

  
	
  § 311

  	
  (a)

  	
  6.13

  
	
   

  	
  (b)

  	
  6.13

  
	
   

  	
  (b) (2)

  	
  7.3(a)(2)

  
	
  § 312

  	
  (a).

  	
  7.1

  
	
   

  	
   

  	
  7.2(a)

  
	
   

  	
  (b)

  	
  7.2(b)

  
	
   

  	
  (c)

  	
  7.2(c)

  
	
  § 313

  	
  (a)

  	
  7.3(a)

  
	
   

  	
  (b)

  	
  7.3(b)

  
	
   

  	
  (c)

  	
  7.3(a), 7.3(b)

  
	
   

  	
  (d)

  	
  7.3(c)

  
	
  § 314

  	
  (a) (1), (2) and (3)

  	
  7.4

  
	
   

  	
  (a) (4)

  	
  10.4

  
	
   

  	
  (b)

  	
  Not Applicable

  
	
   

  	
  (c) (1)

  	
  1.2

  
	
   

  	
  (c) (2)

  	
  1.2

  
	
   

  	
  (c) (3)

  	
  Not Applicable

  
	
   

  	
  (d)

  	
  Not Applicable

  
	
   

  	
  (e)

  	
  1.2

  
	
   

  	
  (f)

  	
  Not Applicable

  
	
  § 315

  	
  (a)

  	
  6.1(a)

  
	
   

  	
  (b)

  	
  6.2

  
	
   

  	
   

  	
  7.3(a)

  
	
   

  	
  (c)

  	
  6.1(b)

  
	
   

  	
  (d)

  	
  6.1(c)

  
	
   

  	
  (d) (1)

  	
  6.1(a) (1)

  
	
   

  	
  (d) (2)

  	
  6.1(c) (2)

  
	
   

  	
  (d) (3)

  	
  6.1(c) (3)

  
	
   

  	
  (e)

  	
  5.14

  
	
  § 316

  	
  (a)

  	
  1.1

  
	
   

  	
  (a) (1) (A)

  	
  5.12

  
	
   

  	
  (a) (1) (B)

  	
  5.13

  
	
   

  	
  (a) (2)

  	
  Not Applicable

  
	
   

  	
  (b)

  	
  5.8

  
	
   

  	
  (c)

  	
  1.4(f)

  
	
  § 317

  	
  (a) (1)

  	
  5.3

  
				



 

















 


	
   

  	
  (a) (2)

  	
  5.4

  
	
   

  	
  (b)

  	
  10.3

  
	
  § 318

  	
  (a)

  	
  1.7

  



 






Note: This reconciliation and tie shall not, for any purpose, be deemed
to be a part of the Junior Subordinated Indenture.


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  
	
   

  	
   

  	
   

  
	
   

  	
  Definitions And
  Other Provisions Of General Application

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.1.

  	
  Definitions

  	
  1

  
	
  Section 1.2.

  	
  Compliance Certificate and Opinions

  	
  9

  
	
  Section 1.3.

  	
  Forms of Documents Delivered to Trustee

  	
  10

  
	
  Section 1.4.

  	
  Acts of Holders

  	
  10

  
	
  Section 1.5.

  	
  Notices, Etc. to Trustee and Corporation

  	
  12

  
	
  Section 1.6.

  	
  Notice to Holders; Waiver

  	
  12

  
	
  Section 1.7.

  	
  Conflict with Trust Indenture Act

  	
  13

  
	
  Section 1.8.

  	
  Effect of Headings and Table of Contents

  	
  13

  
	
  Section 1.9.

  	
  Successors and Assigns

  	
  13

  
	
  Section 1.10.

  	
  Separability Clause

  	
  13

  
	
  Section 1.11.

  	
  Benefits of Indenture

  	
  13

  
	
  Section 1.12.

  	
  Governing Law

  	
  13

  
	
  Section 1.13.

  	
  Non-Business Days

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  II

  
	
   

  	
   

  	
   

  
	
  Security Forms

  
	
   

  	
   

  	
   

  
	
  Section 2.1.

  	
  Forms Generally

  	
  14

  
	
  Section 2.2.

  	
  Form of Face of Security

  	
  14

  
	
  Section 2.3.

  	
  Form of Reverse of Security

  	
  17

  
	
  Section 2.4.

  	
  Additional Provisions Required in Global
  Security

  	
  19

  
	
  Section 2.5.

  	
  Form of Trustee’s Certificate of
  Authentication

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  
	
   

  	
   

  	
   

  
	
  The Securities

  
	
   

  	
   

  	
   

  
	
  Section 3.1.

  	
  Title and Terms

  	
  20

  
	
  Section 3.2.

  	
  Denominations

  	
  23

  
	
  Section 3.3.

  	
  Execution, Authentication, Delivery and
  Dating

  	
  23

  
	
  Section 3.4.

  	
  Temporary Securities

  	
  24

  
	
  Section 3.5.

  	
  Global Securities

  	
  24

  
	
  Section 3.6.

  	
  Registration, Transfer and Exchange
  Generally

  	
  26

  
	
  Section 3.7.

  	
  Mutilated, Destroyed, Lost and Stolen
  Securities

  	
  26

  
	
  Section 3.8.

  	
  Payment of Interest and Additional
  Interest; Interest Rights Preserved

  	
  27

  
	
  Section 3.9.

  	
  Persons Deemed Owners

  	
  28

  
	
  Section 3.10.

  	
  Cancellation

  	
  29

  
	
  Section 3.11.

  	
  Computation of Interest

  	
  29

  
	
  Section 3.12.

  	
  Deferrals of Interest Payment Dates

  	
  29

  
	
  Section 3.13.

  	
  Right of Set-Off

  	
  30

  
	
  Section 3.14.

  	
  Agreed Tax Treatment

  	
  30

  
	
  Section 3.15.

  	
  Shortening or Extension of Stated Maturity

  	
  30

  



 


i

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 3.16.

  	
  CUSIP Numbers

  	
  31

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IV

  
	
   

  	
   

  	
   

  
	
  Satisfaction And Discharge

  
	
   

  	
   

  	
   

  
	
  Section 4.1.

  	
  Satisfaction and Discharge of Indenture

  	
  31

  
	
  Section 4.2.

  	
  Application of Trust Money

  	
  32

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  V

  
	
   

  	
   

  	
   

  
	
  Remedies

  
	
   

  	
   

  	
   

  
	
  Section 5.1.

  	
  Events of Default

  	
  33

  
	
  Section 5.2.

  	
  Acceleration of Maturity; Rescission and
  Annulment

  	
  33

  
	
  Section 5.3.

  	
  Collection of Indebtedness and Suits for
  Enforcement by Trustee

  	
  35

  
	
  Section 5.4.

  	
  Trustee May File Proofs of Claim

  	
  35

  
	
  Section 5.5.

  	
  Trustee May Enforce Claim Without
  Possession of Securities

  	
  36

  
	
  Section 5.6.

  	
  Application of Money Collected

  	
  36

  
	
  Section 5.7.

  	
  Limitation on Suits

  	
  36

  
	
  Section 5.8.

  	
  Unconditional Right of Holders to Receive
  Principal, Premium and Interest; Direct Action by Holders of Preferred
  Securities

  	
  37

  
	
  Section 5.9.

  	
  Restoration of Rights and Remedies

  	
  37

  
	
  Section 5.10.

  	
  Rights and Remedies Cumulative

  	
  38

  
	
  Section 5.11.

  	
  Delay or Omission Not Waiver

  	
  38

  
	
  Section 5.12.

  	
  Control by Holders

  	
  38

  
	
  Section 5.13.

  	
  Waiver of Past Defaults

  	
  38

  
	
  Section 5.14.

  	
  Undertaking for Costs

  	
  39

  
	
  Section 5.15.

  	
  Waiver of Usury, Stay or Extension Laws

  	
  39

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VI

  
	
   

  	
   

  	
   

  
	
  The Trustee

  
	
   

  	
   

  	
   

  
	
  Section 6.1.

  	
  Certain Duties and Responsibilities

  	
  39

  
	
  Section 6.2.

  	
  Notice of Defaults

  	
  40

  
	
  Section 6.3.

  	
  Certain Rights of Trustee

  	
  41

  
	
  Section 6.4.

  	
  Not Responsible for Recitals or Issuance of
  Securities

  	
  42

  
	
  Section 6.5.

  	
  May Hold Securities

  	
  42

  
	
  Section 6.6.

  	
  Money Held in Trust

  	
  42

  
	
  Section 6.7.

  	
  Compensation and Reimbursement

  	
  42

  
	
  Section 6.8.

  	
  Disqualification; Conflicting Interests

  	
  43

  
	
  Section 6.9.

  	
  Corporate Trustee Required; Eligibility

  	
  43

  
	
  Section 6.10.

  	
  Resignation and Removal; Appointment of
  Successor

  	
  43

  
	
  Section 6.11.

  	
  Acceptance of Appointment by Successor

  	
  45

  
	
  Section 6.12.

  	
  Merger, Conversion, Consolidation or
  Succession to Business

  	
  45

  
	
  Section 6.13.

  	
  Preferential Collection of Claims Against
  Corporation

  	
  46

  



 


ii

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 6.14.

  	
  Appointment of Authenticating Agent

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  
	
   

  	
   

  	
   

  
	
  Holder’s Lists And Reports By Trustee And Corporation

  
	
   

  	
   

  	
   

  
	
  Section 7.1.

  	
  Corporation to Furnish Trustee Names and
  Addresses of Holders

  	
  47

  
	
  Section 7.2.

  	
  Preservation of Information, Communications
  to Holders

  	
  48

  
	
  Section 7.3.

  	
  Reports by Trustee

  	
  48

  
	
  Section 7.4.

  	
  Reports by Corporation

  	
  48

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII

  
	
   

  	
   

  	
   

  
	
  Consolidation, Merger, Conveyance, Transfer Or Lease

  
	
   

  	
   

  	
   

  
	
  Section 8.1.

  	
  Corporation May Consolidate, Etc., Only on
  Certain Terms

  	
  49

  
	
  Section 8.2.

  	
  Successor Corporation Substituted

  	
  49

  
	
  Section 8.3.

  	
  Opinion of Counsel to be Given to the
  Trustee

  	
  50

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IX

  
	
   

  	
   

  	
   

  
	
  Supplemental Indentures

  
	
   

  	
   

  	
   

  
	
  Section 9.1.

  	
  Supplemental Indentures without Consent of
  Holders

  	
  50

  
	
  Section 9.2.

  	
  Supplemental Indentures with Consent of
  Holders

  	
  51

  
	
  Section 9.3.

  	
  Execution of Supplemental Indentures

  	
  52

  
	
  Section 9.4.

  	
  Effect of Supplemental Indentures

  	
  52

  
	
  Section 9.5.

  	
  Conformity with Trust Indenture Act

  	
  52

  
	
  Section 9.6.

  	
  Reference in Securities to Supplemental
  Indentures

  	
  52

  
	
  Section 9.7.

  	
  Notice of Supplemental Indentures

  	
  53

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  X

  
	
   

  	
   

  	
   

  
	
  Covenants

  
	
   

  	
   

  	
   

  
	
  Section 10.1.

  	
  Payment of Principal, Premium and Interest

  	
  53

  
	
  Section 10.2.

  	
  Maintenance of Office or Agency

  	
  53

  
	
  Section 10.3.

  	
  Money for Security Payments to be Held in
  Trust

  	
  53

  
	
  Section 10.4.

  	
  Statement as to Compliance

  	
  55

  
	
  Section 10.5.

  	
  Waiver of Certain Covenants

  	
  55

  
	
  Section 10.6.

  	
  Additional Sums

  	
  55

  
	
  Section 10.7.

  	
  Additional Covenants

  	
  55

  
	
  Section 10.8.

  	
  Original Issue Discount

  	
  56

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  XI

  
	
   

  	
   

  	
   

  
	
  Redemption Of Securities

  



 


iii

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 11.1.

  	
  Applicability of This Article

  	
  57

  
	
  Section 11.2.

  	
  Election to Redeem; Notice to Trustee

  	
  57

  
	
  Section 11.3.

  	
  Selection of Securities to be Redeemed

  	
  57

  
	
  Section 11.4.

  	
  Notice of Redemption

  	
  58

  
	
  Section 11.5.

  	
  Deposit of Redemption Price

  	
  58

  
	
  Section 11.6.

  	
  Payment of Securities Called for Redemption

  	
  59

  
	
  Section 11.7.

  	
  Right of Redemption of Securities Initially
  Issued to an Issuer Trust

  	
  59

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  XII

  
	
   

  	
   

  	
   

  
	
  Sinking Funds

  
	
   

  	
   

  	
   

  
	
  Section 12.1.

  	
  Applicability of Article

  	
  60

  
	
  Section 12.2.

  	
  Satisfaction of Sinking Fund Payments with
  Securities

  	
  60

  
	
  Section 12.3.

  	
  Redemption of Securities for Sinking Fund

  	
  60

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  XIII

  
	
   

  	
   

  	
   

  
	
  Subordination Of Securities

  
	
   

  	
   

  	
   

  
	
  Section 13.1.

  	
  Securities Subordinate to Senior
  Indebtedness

  	
  61

  
	
  Section 13.2.

  	
  No Payment When Senior Indebtedness in
  Default; Payment Over of Proceeds Upon Dissolution, Etc.

  	
  62

  
	
  Section 13.3.

  	
  Payment Permitted If No Default

  	
  63

  
	
  Section 13.4.

  	
  Subrogation to Rights of Holders of Senior
  Indebtedness

  	
  63

  
	
  Section 13.5.

  	
  Provisions Solely to Define Relative Rights

  	
  64

  
	
  Section 13.6.

  	
  Trustee to Effectuate Subordination

  	
  64

  
	
  Section 13.7.

  	
  No Waiver of Subordination Provisions

  	
  64

  
	
  Section 13.8.

  	
  Notice to Trustee

  	
  65

  
	
  Section 13.9.

  	
  Reliance on Judicial Order or Certificate
  of Liquidating Agent

  	
  65

  
	
  Section 13.10.

  	
  Trustee Not Fiduciary for Holders of Senior
  Indebtedness

  	
  65

  
	
  Section 13.11.

  	
  Rights of Trustee as Holder of Senior
  Indebtedness; Preservation of Trustee’s Rights

  	
  66

  
	
  Section 13.12.

  	
  Article Applicable to Paying Agents

  	
  66

  
	
  Section 13.13.

  	
  Certain Conversion or Exchanges Deemed
  Payment

  	
  66

  



 


iv

















 


This JUNIOR SUBORDINATED INDENTURE, dated as of August 21, 2002,
between ZIONS BANCORPORATION, a Utah corporation (the “Corporation”), having its principal
office at One South Main Street, Suite 1134, Salt Lake City, Utah 84111, and J.
P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee (the “Trustee”).


 


Recitals Of The Corporation


 


WHEREAS, the Corporation has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of its
unsecured junior subordinated debt securities in one or more series (the “Securities”) of substantially the tenor
hereinafter provided, including Securities issued to evidence loans made to the
Corporation of the proceeds from the issuance from time to time by one or more
business trusts (each an “Issuer Trust”)
of undivided preferred beneficial interests in the assets of such Issuer Trusts
(the “Preferred Securities”) and
undivided common beneficial interests in the assets of such Issuer Trusts (the “Common Securities” and, collectively with
the Preferred Securities, the “Trust
Securities”), and to provide the terms and conditions upon which the
Securities are to be authenticated, issued and delivered; and


 


WHEREAS, all things necessary to make the Securities, when
executed by the Corporation and authenticated and delivered hereunder and duly
issued by the Corporation, the valid obligations of the Corporation, and to
make this Indenture a valid agreement of the Corporation, in accordance with
its terms, have been done;


 


NOW THEREFORE, THIS INDENTURE WITNESSETH:  for and in consideration of the premises and
the purchase of the Securities by the Holders thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders
of the Securities or of any series thereof, as follows:


 


ARTICLE
I



Definitions And Other Provisions Of
General Application


 


Section 1.1. Definitions.


 


For all purposes of this
Indenture, except as otherwise expressly provided or unless the context
otherwise requires:


 


(1) The terms defined in this Article have
the meanings assigned to them in this Article, and include the plural as well
as the singular;


 


(2) All other terms used herein that are
defined in the Trust Indenture Act, either directly or by reference therein,
have the meanings assigned to them therein;


 


(3) The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”;


 


(4) All accounting terms not otherwise
defined herein have the meanings assigned to them in accordance with generally
accepted accounting principles, and the term “generally accepted accounting
principles” with respect to any computation required or permitted hereunder
shall mean such accounting principles which are generally accepted at the date
or time of such computation; provided that
when two or more principles are so generally accepted, it shall mean that set
of principles consistent with those in use by the Corporation;


 


1

















 


(5) Whenever the context may require, any
gender shall be deemed to include the other;


 


(6) Unless the context otherwise requires,
any reference to an “Article” or a “Section” refers to an Article or a Section,
as the case may be, of this Indenture; and


 


(7) The words “hereby”, “herein”, “hereof”
and “hereunder” and other words of similar import refer to this Indenture as a
whole and not to any particular Article, Section or other subdivision.


 


“Act” when used
with respect to any Holder has the meaning specified in Section 1.4.


 


“Additional Interest” means the
interest, if any, that shall accrue on any interest on the Securities of any
series the payment of which has not been made on the applicable Interest
Payment Date and which shall accrue at the rate per annum specified or
determined as specified in such Security.


 


“Additional Sums” has the
meaning specified in Section 10.6.


 


“Additional Taxes” means any
additional taxes, duties and other governmental charges to which an Issuer
Trust has become subject from time to time as a result of a Tax Event.


 


“Administrative Trustees” means, in
respect of any Issuer Trust, each Person identified as an “Administrative
Trustee” in the related Trust Agreement, solely in such Person’s capacity as
Administrative Trustee of such Issuer Trust under such Trust Agreement and not
in such Person’s individual capacity, or any successor administrative trustee
appointed as therein provided.


 


“Affiliate” of any
specified Person means any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified
Person. For the purposes of this definition, “control” when used with respect
to any specified Person means the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 


“Agent Member” means any
member of, or participant in, the Depositary.


 


“Allocable
Amounts,” when
used with respect to any Senior Subordinated Debt, means the amount necessary
to pay all principal (and premium, if any) and interest, if any, on such Senior
Subordinated Debt in full less, if applicable, any portion of such amount which
would have been paid to, and retained by, the holders of such Senior
Subordinated Debt (whether as a result of the receipt of payments by the
holders of such Senior Subordinated Debt from the Company or any other obligor
thereon or from any holders of, or trustee in respect of, other indebtedness
that is subordinate and junior in right of payment to such Senior Subordinated
Debt pursuant to any provision of such indebtedness for the payment over of
amounts received on account of such indebtedness to the holders of such Senior Subordinated
Debt) but for the fact that such Senior Subordinated Debt is subordinate or
junior in right of payment to trade accounts payable or accrued liabilities
arising in the ordinary course of business.


 


“Applicable Procedures” means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security, in each case to the
extent applicable to such transaction and as in effect from time to time.


 


“Authenticating Agent” means any
Person authorized by the Trustee pursuant to Section 6.14 to act on behalf
of the Trustee to authenticate Securities of one or more series.


 


2

















 


“Bankruptcy Code” means Title
11 of the United States Code or any successor statute thereto, in each case as
amended from time to time.


 


“Board of Directors” means the
board of directors of the Corporation or the Executive Committee of the board
of directors of the Corporation (or any other committee of the board of
directors of the Corporation performing similar functions) or a committee
designated by the board of directors of the Corporation (or such committee),
comprised of two or more members of the board of directors of the Corporation
or officers of the Corporation, or both.


 


“Board Resolution” means a
copy of a resolution certified by the Secretary or an Assistant Secretary of
the Corporation to have been duly adopted by the Board of Directors, or
officers of the Corporation to which authority to act on behalf of the Board of
Directors has been delegated, and to be in full force and effect on the date of
such certification, and delivered to the Trustee.


 


“Business Day” means any
day other than (i) a Saturday or Sunday, (ii) a day on which banking
institutions in Salt Lake City, Utah, San Francisco, California or The City of
New York are authorized or required by law or executive order to close, or
(iii) a day on which the Corporate Trust Office of the Trustee, or, with
respect to the Securities of a series initially issued to an Issuer Trust for
so long as such Securities are held by such Issuer Trust, the “Corporate Trust
Office” (as defined in the related Trust Agreement) of the Property Trustee
under the related Trust Agreement, is closed for business.


 


“Capital Treatment Event” means, in
respect of any Issuer Trust, the reasonable determination by the Corporation
(as evidenced by an Officers’ Certificate delivered to the Trustee) that, as a
result of the occurrence of any amendment to, or change (including any
announced prospective change) in, the laws (or any rules or regulations
thereunder) of the United States or any political subdivision thereof or
therein, or as a result of any official or administrative pronouncement or
action or judicial decision interpreting or applying such laws, rules or
regulations, which amendment or change is effective or such pronouncement,
action or decision is announced on or after the date of the issuance of the
Preferred Securities of such Issuer Trust, there is more than an insubstantial
risk that the Corporation will not be entitled to treat an amount equal to the
aggregate Liquidation Amount (as such term is defined in the related Trust
Agreement) of such Preferred Securities as “Tier 1 Capital” (or the then equivalent
thereof) for purposes of the capital adequacy guidelines of the Board of
Governors of the Federal Reserve System, as then in effect and applicable to
the Corporation.


 


“Commission” means the
Securities and Exchange Commission, as from time to time constituted, created
under the Exchange Act, or if at any time after the execution of this
instrument such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body performing such
duties on such date.


 


“Common Securities” has the
meaning specified in the first recital of this Indenture.


 


“Common Stock” means the
common stock, without par value, of the Corporation.


 


“Corporate Trust Office” means the
principal office of the Trustee at which at any particular time its corporate
trust business shall be administered.


 


“corporation” includes a
corporation, association, company, limited liability company, joint-stock
company or business trust.


 


3

















 


“Corporation” means the
Person named as the “Corporation” in the first paragraph of this Indenture
until a successor corporation shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Corporation” shall mean such
successor corporation.


 


“Corporation Request” and “Corporation
Order” mean, respectively, the written request or order signed in the name of
the Corporation by its Chairman of the Board of Directors, its Vice Chairman of
the Board of Directors, its President or a Vice President, and by its
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee.


 


“Debt” means, with
respect to any Person, whether recourse is to all or a portion of the assets of
such Person and whether or not contingent and without duplication, (i) every
obligation of such Person for money borrowed; (ii) every obligation of such
Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers’ acceptances or similar facilities issued
for the account of such Person; (iv) every obligation of such Person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of
business); (v) every capital lease obligation of such Person; (vi) all
indebtedness of such Person, whether incurred on or prior to the date of this
Indenture or thereafter incurred, for claims in respect of derivative products,
including interest rate, foreign exchange rate and commodity forward contracts,
options and swaps and similar arrangements; and (vii) every obligation of the
type referred to in clauses (i) through (vi) of another Person and all
dividends of another Person the payment of which, in either case, such Person
has guaranteed or is responsible or liable for, directly or indirectly, as
obligor or otherwise.


 


“Defaulted Interest” has the
meaning specified in Section 3.8.


 


“Delaware Trustee” means, with
respect to any Issuer Trust, the Person identified as the “Delaware Trustee” in
the related Trust Agreement, solely in its capacity as Delaware Trustee of such
Issuer Trust under such Trust Agreement and not in its individual capacity, or
its successor in interest in such capacity, or any successor Delaware Trustee
appointed as therein provided.


 


“Depositary” means, with
respect to the Securities of any series issuable or issued in whole or in part
in the form of one or more Global Securities, the Person designated as
Depositary by the Corporation pursuant to Section 3.1 with respect to such
series (or any successor thereto).


 


“Discount Security” means any
security that provides for an amount less than the principal amount thereof to
be due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 5.2.


 


“Distributions” means, with
respect to the Trust Securities issued by an Issuer Trust, amounts payable in
respect of such Trust Securities as provided in the related Trust Agreement and
referred to therein as “Distributions.”


 


“Dollar” or “$” means the
currency of the United States of America that, as at the time of payment, is
legal tender for the payment of public and private debts.


 


“Event of Default”, unless
otherwise specified with respect to a series of Securities as contemplated by
Section 3.1, has the meaning specified in Article V.


 


“Exchange Act” means the
Securities Exchange Act of 1934 or any statute successor thereto, in each case
as amended from time to time.


 


4

















 


“Expiration Date” has the
meaning specified in Section 1.4(f).


 


“Extension Period” has the
meaning specified in Section 3.12.


 


“Global Security” means a
Security in the form prescribed in Section 2.4 evidencing all or part of a
series of Securities, issued to the Depositary or its nominee for such series,
and registered in the name of such Depositary or its nominee.


 


“Guarantee” means, with
respect to the Trust Securities issued by a Trust, the guarantee by the
Corporation of Distributions on such Trust Securities to the extent provided in
the Guarantee Agreement.


 


“Guarantee Agreement” means, with
respect to any Issuer Trust, the Guarantee Agreement executed by the
Corporation for the benefit of the Holders of the Preferred Securities issued
by such Issuer Trust as modified, amended or supplemented from time to time.


 


“Holder” means a Person
in whose name a Security is registered in the Securities Register.


 


“Indenture” means this
instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms
of each particular series of Securities established as contemplated by
Section 3.1.


 


“Interest Payment Date” means, as
to each series of Securities, the Stated Maturity of an installment of interest
on such Securities.


 


“Investment Company Act” means the
Investment Company Act of 1940 or any successor statute thereto, in each case
as amended from time to time.


 


“Issuer Trust” has the
meaning specified in the first recital of this Indenture.


 


“Junior Subordinated Debt” means any
obligation of the Corporation to its creditors, whether now outstanding or
subsequently incurred, where the instrument creating or evidencing the
obligation or pursuant to which the obligation is outstanding provides that it
is subordinated and junior in right of payment to Senior Indebtedness pursuant
to subordination provisions substantially similar to those set forth in this
Indenture. Junior Subordinated Debt includes the Securities and the Corporation’s
obligations with respect to Zions Institutional Capital Trust A’s
8.536% Capital Securities due December 15, 2026, GB Capital Trust’s 10.25%
Capital Securities due January 15, 2027 and CSBI Capital Trust’s 11.75% Capital
Securities due June 6, 2027.


 


“Maturity” when used
with respect to any Security means the date on which the principal of such
Security or any installment of principal becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.


 


“Notice of Default” means a
written notice of the kind specified in Section 5.1(3).


 


“Officers’ Certificate” means a
certificate signed by the Chairman of the Board, a Vice Chairman of the Board,
the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Corporation and
delivered to the Trustee.


 


“Opinion of Counsel” means a
written opinion of counsel, who may be counsel for or an employee of the
Corporation or any Affiliate of the Corporation.


 


5

















 


“Original Issue Date” means the
date of issuance specified as such in each Security.


 


“Outstanding” means, when
used in reference to any Securities, as of the date of determination, all
Securities theretofore authenticated and delivered under this Indenture,
except:


 


(i) Securities theretofore canceled by the Trustee or delivered to
the Trustee for cancellation;


 


(ii)  Securities for whose
payment money in the necessary amount has been theretofore deposited with the
Trustee or any Paying Agent in trust for the Holders of such Securities; and


 


(iii) Securities in substitution for or in lieu of which other
Securities have been authenticated and delivered or that have been paid pursuant
to Section 3.7, unless proof satisfactory to the Trustee is presented that
any such Securities are held by Holders in whose hands such Securities are
valid, binding and legal obligations of the Corporation;


 


provided, however,
that in determining whether the Holders of the requisite principal amount of
Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Securities owned by the
Corporation or any other obligor upon the Securities or any Affiliate of the
Corporation or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities that the Trustee knows to be so owned shall
be so disregarded. Securities so owned that have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Trustee the pledgee’s right so to act with respect to such Securities and
that the pledgee is not the Corporation or any other obligor upon the
Securities or any Affiliate of the Corporation or such other obligor. Upon the
written request of the Trustee, the Corporation shall furnish to the Trustee
promptly an Officers’ Certificate listing and identifying all Securities, if
any, known by the Corporation to be owned or held by or for the account of the
Corporation, or any other obligor on the Securities or any Affiliate of the
Corporation or such obligor, and subject to the provisions of Section 6.1,
the Trustee shall be entitled to accept such Officers’ Certificate as
conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of any such
determination. Notwithstanding anything herein to the contrary, Securities of
any series initially issued to an Issuer Trust that are owned by such Issuer
Trust shall be deemed to be Outstanding notwithstanding the ownership by the
Corporation or an Affiliate of any beneficial interest in such Issuer Trust.


 


“Paying Agent” means the
Trustee or any Person authorized by the Corporation to pay the principal of (or
premium, if any) or interest on, or other amounts in respect of, any Securities
on behalf of the Corporation.


 


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


 


“Place of Payment” means, with
respect to the Securities of any series, the place or places where the
principal of (and premium, if any) and interest on the Securities of such
series are payable pursuant to Section 3.1.


 


“Predecessor Security” of any
particular Security means every previous Security evidencing all or a portion
of the same debt as that evidenced by such particular Security. For the
purposes of this definition, any security authenticated and delivered under Section 3.7
in lieu of a mutilated, destroyed,


 


6

















 


lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.


 


“Preferred Securities” has the
meaning specified in the first recital of this Indenture.


 


“Proceeding” has the
meaning specified in Section 13.2.


 


“Property Trustee” means, with
respect to any Issuer Trust, the Person identified as the “Property Trustee” in
the related Trust Agreement, solely in its capacity as Property Trustee of such
Issuer Trust under such Trust Agreement and not in its individual capacity, or
its successor in interest in such capacity, or any successor Property Trustee
appointed as therein provided.


 


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


 


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


 


“Regular Record Date” for the
interest payable on any Interest Payment Date with respect to the Securities of
a series means, unless otherwise provided pursuant to Section 3.1 with
respect to Securities of such series, the date that is fifteen days next
preceding such Interest Payment Date (whether or not a Business Day).


 


“Responsible Officer” means, when
used with respect to the Trustee, the president, any vice president, the
secretary, any assistant secretary, the treasurer, any assistant treasurer, any
trust officer or assistant trust officer, the controller or any assistant
controller or any other officer of the 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 his knowledge of and familiarity
with the particular subject.


 


“Rights Plan” means a plan
of the Corporation providing for the issuance by the Corporation to all holders
of its Common Stock of rights entitling the holders thereof to subscribe for or
purchase shares of any class or series of capital stock of the Corporation
which rights (i) are deemed to be transferred with such shares of such Common
Stock, and (ii) are also issued in respect of future issuances of such Common
Stock, in each case until the occurrence of a specified event or events.


 


“Securities” or “Security” means any
debt securities or debt security, as the case may be, authenticated and
delivered under this Indenture.


 


“Securities Act” means the
Securities Act of 1933 or any successor statute thereto, in each case as
amended from time to time.


 


“Securities Register” and “Securities Registrar” have the respective
meanings specified in Section 3.6.


 


“Senior Debt” means the
principal of (and premium, if any) and interest, if any (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Corporation whether or not such claim for
post-petition interest is allowed in such proceeding), on Debt of the
Corporation, whether incurred on or prior to the date of this Indenture or
thereafter incurred, unless, in the instrument creating or evidencing the same
or pursuant to which the same is outstanding, it is provided that such
obligations are not superior in right of payment to the Securities or to other
Debt that is 


 


7

















 


pari passu with, or subordinated to, the
Securities, provided, however, that Senior Indebtedness shall
not be deemed to include (a) any Debt of the Corporation that, when incurred
and without respect to any election under Section 1111(b) of the
Bankruptcy Reform Act of 1978, was without recourse to the Corporation, (b) any
Debt of the Corporation to any of its Subsidiaries, (c) Debt to any employee of
the Corporation, (d) any Securities, (e) trade accounts payable of the
Corporation, and (f) accrued liabilities arising in the ordinary course of
business of the Corporation. Senior Debt
does not include Senior Subordinated Debt or Junior Subordinated Debt.


 


“Senior Indebtedness” means (i)
Senior Debt and (ii) the Allocable Amounts of
Senior Subordinated Debt.


 


“Senior Subordinated Debt” means the principal of (and premium,
if any) and interest, if any (including interest accruing on or after the
filing of any petition in bankruptcy or for reorganization relating to the
Corporation whether or not such claim for post-petition interest is allowed in
such proceeding), on Debt of the Corporation, whether incurred on or prior to
the date of this Indenture or thereafter incurred, where the instrument creating or evidencing the obligation or pursuant
to which the obligation is outstanding, provides that it is subordinate and
junior in right of payment to Senior Debt pursuant to subordination provisions
substantially similar to those applicable to the Corporation’s outstanding
Senior Subordinated Debt.


 


“Special Record Date” for the
payment of any Defaulted Interest means a date fixed by the Trustee pursuant to
Section 3.8.


 


“Stated Maturity” means, when
used with respect to any Security or any installment of principal thereof (or
premium, if any) or interest (including any Additional Interest) thereon, the
date specified pursuant to the terms of such Security as the fixed date on
which the principal of such Security or such installment of principal (or
premium, if any) or interest (including any Additional Interest) is due and
payable, as such date may, in the case of the stated maturity of the principal
on any security, be shortened or extended as provided pursuant to the terms of
such Security and this Indenture and, in the case of any installment of
interest, subject to the deferral of any such date in the case of any Extension
Period.


 


“Subsidiary” means a
corporation more than 50% of the outstanding voting stock of which is owned,
directly or indirectly, by the
Corporation or by one or more other Subsidiaries, or by the Corporation and one
or more other Subsidiaries. For purposes of this definition, “voting stock”
means stock that ordinarily has voting power for the election of directors,
whether at all times or only so long as no senior class of stock has such
voting power by reason of any contingency.


 


“Successor Security” of any
particular Security means every Security issued after, and evidencing all or a
portion of the same debt as that evidenced by, such particular Security; and,
for the purposes of this definition, any Security authenticated and delivered
under Section 3.7 in exchange for or in lieu of a mutilated, destroyed,
lost or stolen Security shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Security.


 


“Tax Event” means the
receipt by an Issuer Trust of an Opinion of Counsel (as defined in the relevant
Trust Agreement) experienced in such matters to the effect that, as a result of
any amendment to, or change (including any announced proposed 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 or judicial decision interpreting or
applying such laws or regulations, whether or not the pronouncement or decision
is issued to or in connection with a proceeding involving the Corporation or
any Issuer Trust or is subject to review or appeal, which amendment or change,
including any private letter ruling, technical advice, memorandum, field
service advice, 


 


8

















 


regulatory procedure, notice or announcement,
including any notice or announcement of intent to adopt any procedures or
regulations, is enacted, promulgated or announced or which pronouncement or
decision is announced on or after the date of issuance of the Preferred
Securities of such Issuer Trust, there is more than an insubstantial risk that
(i) such Issuer Trust is, or will be within 90 days of the delivery of such
Opinion of Counsel, subject to United States Federal income tax with respect to
income received or accrued on the corresponding series of Securities issued by
the Corporation to such Issuer Trust, (ii) interest payable by the Corporation
on such corresponding series of Securities is not, or within 90 days of the
delivery of such Opinion of Counsel will not be, deductible by the Corporation,
in whole or in part, for United States Federal income tax purposes, or (iii)
such Issuer Trust is, or will be within 90 days of the delivery of such Opinion
of Counsel, subject to more than a de minimis amount of other taxes, duties or
other governmental charges.


 


“Trust Agreement” means, with
respect to any Issuer Trust, the trust agreement or other governing instrument
of such Issuer Trust.


 


“Trustee” means the
Person named as the “Trustee” in the first paragraph of this Indenture, solely
in its capacity as such and not in its individual capacity, until a successor
Trustee shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Trustee” shall mean or include each Person who is
then a Trustee hereunder and, if at any time there is more than one such
Person, “Trustee” as used with respect to the Securities of any series shall
mean the Trustee with respect to Securities of that series.


 


“Trust Indenture Act” means the
Trust Indenture Act of 1939 (15 U.S.C. 77aaa-77bbb), as amended and as in
effect on the date as of this Indenture, except as provided in
Section 9.5.


 


“Trust Securities” has the
meaning specified in the first recital of this Indenture.


 


“Vice President” means, when
used with respect to the Corporation, any duly appointed vice president,
whether or not designated by a number or a word or words added before or after
the title “vice president.”


 


Section 1.2. Compliance Certificate and
Opinions.


 


Upon any application or request by the Corporation to the Trustee
to take any action under any provision of this Indenture, the Corporation shall
furnish to the Trustee an Officers’ Certificate stating that all conditions
precedent (including covenants compliance with which constitutes a condition
precedent), if any, provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent (including covenants
compliance with which constitutes a condition precedent), if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or request,
no additional certificate or opinion need be furnished.


 


Every certificate or
opinion with respect to compliance with
a condition or covenant provided for in this Indenture (other than the
certificates provided pursuant to Section 10.4) shall include:


 


(1) a statement by each individual signing
such certificate or opinion that such individual has read such covenant or
condition and the definitions herein relating thereto;


 


(2) a brief statement as to the nature and
scope of the examination or investigation upon which the statements or opinions
of such individual contained in such certificate or opinion are based;


 


9

















 


(3) a statement that, in the opinion of
such individual, he or she has made such examination or investigation as is
necessary to enable him or her to express an informed opinion as to whether or
not such covenant or condition has been complied with; and


 


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


 


Section 1.3. Forms of Documents Delivered to
Trustee.


 


In any case where several matters are required to be certified by,
or covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.


 


Any certificate or opinion of an officer of the Corporation may be
based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to matters upon which his or her certificate or
opinion is based are erroneous. Any such certificate or Opinion of Counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Corporation
stating that the information with respect to such factual matters is in the
possession of the Corporation, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.


 


Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions, or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.


 


Section 1.4. Acts of Holders.


 


(a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be given to or taken by Holders may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Holders in
person or by an agent duly appointed in writing; and, except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments is or are delivered to the Trustee, and, where it is
hereby expressly required, to the Corporation. Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “Act” of the
Holders signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for
any purpose of this Indenture and (subject to Section 6.1) conclusive in
favor of the Trustee and the Corporation, if made in the manner provided in
this Section.


 


(b) The fact and date of the execution by
any Person of any such instrument or writing may be proved by the affidavit of
a witness of such execution or by the certificate of any notary public or other
officer authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him or her the
execution thereof. Where such execution is by a Person acting in other than his
or her individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his or her authority.


 


10

















 


(c) The fact and date of the execution by
any Person of any such instrument or writing, or the authority of the Person executing
the same, may also be proved in any other manner that the Trustee deems
sufficient and in accordance with such reasonable rules as the Trustee may
determine.


 


(d) The ownership of Securities shall be
proved by the Securities Register.


 


(e) Any request, demand, authorization,
direction, notice, consent, waiver or other action by the Holder of any
Security shall bind every future Holder of the same Security and the Holder of
every Security issued upon the transfer thereof or in exchange therefor or in
lieu thereof in respect of anything done, omitted or suffered to be done by the
Trustee or the Corporation in reliance thereon, whether or not notation of such
action is made upon such Security.


 


(f) The Corporation may set any day as a
record date for the purpose of determining the Holders of Outstanding
Securities of any series entitled to give, make or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided or
permitted by this Indenture to be given, made or taken by Holders of Securities
of such series, provided that the
Corporation may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next succeeding paragraph.
If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities of the relevant series on such record date, and no other
Holders, shall be entitled to take the relevant action, whether or not such
Holders remain Holders after such record date, provided
that no such action shall be effective hereunder unless taken on or prior to
the applicable Expiration Date (as defined below) by Holders of the requisite
principal amount of Outstanding Securities of such series on such record date.
Nothing in this paragraph shall be construed to prevent the Corporation from
setting a new record date for any action for which a record date has previously
been set pursuant to this paragraph (whereupon the record date previously set
shall automatically and with no action by any Person be cancelled and of no
effect), and nothing in this paragraph shall be construed to render ineffective
any action taken by Holders of the requisite principal amount of Outstanding Securities
of the relevant series on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the Corporation, at its own
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Trustee in writing and to
each Holder of Securities of the relevant series in the manner set forth in
Section 1.6.


 


The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
join in the giving or making of (i) any Notice of Default, (ii) any declaration
of acceleration referred to in Section 5.2, (iii) any request to institute
proceedings referred to in Section 5.7(2), or (iv) any direction referred
to in Section 5.12, in each case with respect to Securities of such
series. If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities of such series on such record date, and no other
Holders, shall be entitled to join in such notice, declaration, request or
direction, whether or not such Holders remain Holders after such record date, provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to
prevent the Trustee from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Securities of the relevant series on the date
such action is taken. Promptly after any record date is set pursuant to this
paragraph, the Trustee, at the Corporation’s expense, shall cause notice of
such record date, the proposed action by Holders and the applicable Expiration
Date to be given to the Corporation in writing and to each Holder of Securities
of the relevant series in the manner set forth in Section 1.6.


 


11

















 


With respect to any record date set pursuant to this
Section 1.04(f), the party that sets such record date may designate any
day as the “Expiration Date” and
from time to time may change the Expiration Date to any earlier or later day, provided that no such change shall be
effective unless notice of the proposed new Expiration Date is given to the
other party hereto in writing, and to each Holder of Securities of the relevant
series in the manner set forth in Section 1.6, on or prior to the existing
Expiration Date. If an Expiration Date is not designated with respect to any
record date set pursuant to this Section, the party hereto that set such record
date shall be deemed to have initially designated the 180th day after such
record date as the Expiration Date with respect thereto, subject to its right
to change the Expiration Date as provided in this paragraph. Notwithstanding
the foregoing, no Expiration Date shall be later than the 180th day after the
applicable record date.


 


(g) Without limiting the foregoing, a
Holder entitled hereunder to take any action hereunder with regard to any
particular Security may do so with regard to all or any part of the principal
amount of such Security or by one or more duly appointed agents each of which
may do so pursuant to such appointment with regard to all or any part of such
principal amount.


 


Section 1.5. Notices, Etc. to Trustee and
Corporation.


 


Any request, demand, authorization, direction, notice, consent,
waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,


 


(1) the Trustee by any Holder, any holder
of Preferred Securities or the Corporation shall be sufficient for every
purpose hereunder if made, given, furnished or filed in writing to or with the
Trustee at its Corporate Trust office, or


 


(2) the Corporation by the Trustee, any
Holder or any holder of Preferred Securities shall be sufficient for every
purpose (except as otherwise provided in Section 5.1) hereunder if in writing
and mailed, first class, postage prepaid, to the Corporation addressed to it at
the address of its principal office specified in the first paragraph of this
instrument or at any other address previously furnished in writing to the
Trustee by the Corporation.


 


Section 1.6. Notice to Holders; Waiver.


 


Where this Indenture provides for notice to Holders of any event,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first class postage prepaid, to each Holder
affected by such event, at the address of such Holder as it appears in the
Securities Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. If, by reason of the
suspension of or irregularities in regular mail service or for any other
reason, it shall be impossible or impracticable to mail notice of any event to
Holders when said notice is required to be given pursuant to any provision of
this Indenture or of the relevant Securities, then any manner of giving such
notice as shall be satisfactory to the Trustee shall be deemed to be a
sufficient giving of such notice. In any case where notice to Holders is given
by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.


 


12

















 


Section 1.7. Conflict with Trust Indenture Act.


 


If any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by any of Sections 310 to 317, inclusive, of the Trust
Indenture Act through operation of Section 318(c) thereof, such imposed
duties shall control. If any provision of this Indenture modifies or excludes
any provision of the Trust Indenture Act which may be so modified or excluded,
the latter provision shall be deemed to apply to this Indenture as so modified
or to be excluded, as the case may be.


 


Section 1.8. Effect of Headings and Table of
Contents.


 


The Article and Section headings herein and the Table of Contents
are for convenience only and shall not affect the construction hereof.


 


Section 1.9. Successors and Assigns.


 


All covenants and agreements in this Indenture by the Corporation
shall bind its successors and assigns, whether so expressed or not.


 


Section 1.10. Separability Clause.


 


If any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 1.11. Benefits of Indenture.


 


Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and their
successors and assigns, the holders of Senior Indebtedness, the Holders of the
Securities and, to the extent expressly provided in Sections 5.1, 5.2, 5.8,
5.9, 5.11, 5.13, 9.1 and 9.2, the holders of Preferred Securities, any benefit
or any legal or equitable right, remedy or claim under this Indenture.


 


Section 1.12. Governing Law.


 


THIS INDENTURE AND THE SECURITIES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


Section 1.13. Non-Business Days.


 


If any Interest Payment Date, Redemption Date or Stated Maturity
of any Security shall not be a Business Day, then (notwithstanding any other
provision of this Indenture or the Securities) payment of interest or principal
(and premium, if any) or other amounts in respect of such Security need not be
made on such date, but may be made on the next succeeding Business Day (and no
interest shall accrue in respect of the amounts whose payment is so delayed for
the period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be, until such next succeeding Business Day) except
that, if such Business Day falls in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day (in each case
with the same force and effect as if made on the Interest Payment Date or
Redemption Date or at the Stated Maturity).


 


13

















 


ARTICLE
II



Security Forms


 


Section 2.1. Forms Generally.


 


The Securities of each series and the Trustee’s certificate of
authentication shall be in substantially the forms set forth in this Article,
or in such other form or forms as shall be established by or pursuant to a
Board Resolution or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture and may have such letters,
numbers or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with applicable tax laws or the
rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such securities, as evidenced by their
execution of the Securities. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Corporation and delivered to the Trustee at or prior
to the delivery of the Corporation Order contemplated by Section 3.3 with
respect to the authentication and delivery of such Securities.


 


The Trustee’s certificates of authentication shall be
substantially in the form set forth in this Article.


 


The definitive Securities shall be typewritten, printed,
lithographed or engraved or produced by any combination of these methods, if
required by any securities exchange or automated quotation system on which the
Securities may be listed, on a steel engraved border or steel engraved borders
or may be produced in any other manner permitted by the rules of any securities
exchange or automated quotation system on which the Securities may be listed or
traded, all as determined by the officers executing such Securities, as
evidenced by their execution of such securities.


 


Section 2.2. Form of Face of Security.


 


ZIONS BANCORPORATION

[Title of Security]


 


No.          $


 


ZIONS BANCORPORATION, a corporation organized and existing under
the laws of the State of Utah (hereinafter called the “Corporation”, which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to                     ,
or registered assigns, the principal sum of                     
Dollars on                     
     , [if the
Security is a Global Security, then insert, if applicable
     , or such other principal amount
represented hereby as may be set forth in the records of the Securities
Registrar hereinafter referred to in accordance with the Indenture,] [; provided that the Corporation may, subject
to certain conditions set forth in Section 3.15 of the Indenture, [(i)
shorten the Stated Maturity of the principal of this Security to a date not
earlier than                     ,
and] [(ii) extend the Stated Maturity of the principal of this Security at any
time on one or more occasions, but in no event later than                     ]],
in the circumstances described on the reverse hereof]. The Corporation further
promises to pay interest on said principal sum from                     ,
       or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, [monthly]
[quarterly] [semi-annually] [if applicable,
insert     (subject
to deferral as set forth herein)] in arrears on [insert applicable Interest Payment Dates] of each year,
commencing                     ,
       , at the rate of        %
per annum, [if applicable, insert—together
with Additional Sums, if any, as provided in 


 


14

















 


Section 10.6
of the Indenture] until the principal hereof is paid or duly provided for or
made available for payment [if applicable,
insert       ; provided that any overdue principal,
premium or Additional Sums and any overdue installment of interest shall bear
Additional Interest at the rate of        %
per annum (to the extent that the payment of such interest shall be legally
enforceable), compounded [monthly] [quarterly] [semi-annually], from the dates
such amounts are due until they are paid or made available for payment, and
such interest shall be payable on demand]. The amount of interest payable for
any period less than a full interest period shall be computed on the basis of a
360-day year of twelve 30-day months and the actual days elapsed in a partial
month in such period. The amount of interest payable for any full interest
period shall be computed by dividing the applicable rate per annum by
[twelve/four/two]. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest installment [if
applicable, insert—, which shall be the [                    
or                     ]
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date]. Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.


 


[If applicable, insert— So
long as no Event of Default has occurred and is continuing, the Corporation
shall have the right, at any time during the term of this Security, from time
to time to defer the payment of interest on this Security for up to [sixty],
[twenty], [ten]         consecutive
[monthly] [quarterly] [semi-annual] interest payment periods with respect to
each deferral period (each an “Extension
Period”) [if applicable, insert—,
during which Extension Periods the Corporation shall have the right to make
partial payments of interest on any Interest Payment Date, and] at the end of
which the Corporation shall pay all interest then accrued and unpaid including
any Additional Interest, as provided below; provided,
however, that no Extension Period
shall extend beyond the Stated Maturity of the principal of this Security [if Stated Maturity can be shortened or extended,
insert—, as then in effect,] and no such Extension Period may end on
a date other than an Interest Payment Date; and provided, further,
however, that during any such
Extension Period, the Corporation 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 Corporation’s capital stock, 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 Corporation that rank pari passu in all respects with or junior
in interest to this Security (other than (a) repurchases, redemptions or other
acquisitions of shares of capital stock of the Corporation in connection with
any employment contract, benefit plan or other similar arrangement with or for
the benefit of any one or more employees, officers, directors or consultants,
in connection with a dividend reinvestment or shareholder stock purchase plan
or in connection with the issuance of capital stock of the Corporation (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 an exchange or conversion of
any class or series of the Corporation’s capital stock (or any capital stock of
a Subsidiary of the Corporation) for any class or series of the Corporation’s
capital stock or of any class or series of the Corporation’s indebtedness for
any class or series of the Corporation’s capital stock, (c) the purchase of
fractional interests in shares of the Corporation’s capital stock pursuant to
the conversion or exchange provisions of such capital stock or the security
being converted or exchanged, (d) any declaration of a dividend in connection
with any Rights Plan, or the issuance of rights, stock or other property under
any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or
(e) any dividend in the form of stock, warrants, options or other 


 


15

















 


rights
where the dividend stock or the stock issuable upon exercise of such warrants,
options or other rights is the same stock as that on which the dividend is
being paid or ranks pari passu
with or junior to such stock). Prior to the termination of any such Extension
Period, the Corporation may further defer the payment of interest, provided that no Extension Period shall
exceed [sixty], [twenty], [ten]        
consecutive [monthly] [quarterly] [semi-annual] interest payment periods,
extend beyond the Stated Maturity of the principal of this Security or end on a
date other than an Interest Payment Date. Upon the termination of any such
Extension Period and upon the payment of all accrued and unpaid interest and
any Additional Interest then due on any Interest Payment Date, the Corporation
may elect to begin a new Extension Period, subject to the above conditions. No
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 shall bear Additional Interest (to the extent
that the payment of such interest shall be legally enforceable) at the rate of        %
per annum, compounded [monthly] [quarterly] [semi-annually] and calculated as
set forth in the first paragraph of this Security, from the dates on which
amounts would otherwise have been due and payable until paid or made available
for payment. The Corporation shall give the Holder of this Security and the
Trustee notice of its election to begin any Extension Period at least one
Business Day prior to the next succeeding Interest Payment Date on which
interest on this Security would be payable but for such deferral [if applicable, insert—or so long as such
Securities are held by [—insert name of
applicable Issuer Trust], at least one Business Day prior to the
earlier of (i) the next succeeding date on which Distributions on the Preferred
Securities of such Issuer Trust would be payable but for such deferral, and
(ii) the date on which the Property Trustee and/or the Administrative Trustees
of such Issuer Trust is required to give notice to any securities exchange or
other applicable self-regulatory organization or to holders of such Preferred
Securities of the record date or the date such Distributions are payable, but
in any event not later than one Business Day prior to such record date].


 


Payment of the principal of (and premium, if any) and interest on
this Security will be made at the office or agency of the Corporation
maintained for that purpose in the [insert
Place of Payment], in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts [if applicable, insert—;
provided, however, that at the option of the
Corporation payment of interest may be made (i) by check mailed to the address
of the Person entitled thereto as such address shall appear in the Securities
Register, or (ii) by wire transfer in immediately available funds at such place
and to such account as may be designated in writing at least 15 days before the
relevant Interest Payment Date by the Person entitled thereto as specified in
the Securities Register].


 


The indebtedness evidenced by this Security is, to the extent
provided in the Indenture, subordinate and junior in right of payment to the
prior payment in full of all Senior Indebtedness, and this Security is issued
subject to the provisions of the Indenture with respect thereto. Each Holder of
this Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his or her behalf to take
such actions as may be necessary or appropriate to effectuate the subordination
so provided, and (c) appoints the Trustee his or her attorney-in-fact for any
and all such purposes. Each Holder hereof, by his or her acceptance hereof,
waives all notice of the acceptance of the subordination provisions contained
herein and in the Indenture by each holder of Senior Indebtedness, whether now
outstanding or hereafter incurred, and waives reliance by each such holder upon
said provisions.


 


Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


 


Unless the certificate of authentication hereon has been executed
by the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.


 


16

















 


IN WITNESS WHEREOF, the Corporation has caused this instrument to
be duly executed under its corporate seal.


 


	
   

  	
  Zions
  Bancorporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Secretary or Assistant Secretary]

  	
   

  
					



 


Section 2.3. Form of Reverse of Security.


 


This Security is one of a duly authorized issue of securities of
the Corporation (herein called the “Securities”),
issued and to be issued in one or more series under the Junior Subordinated
Indenture, dated as of August 21, 2002 (herein called the “Indenture”), between the Corporation and
J. P. Morgan Trust Company, National Association, as Trustee (herein called the
“Trustee”, which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Corporation, the Trustee, the holders of Senior Indebtedness and the
Holders of the Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof [if
applicable, insert—, limited in aggregate principal amount to $          ].


 


All terms used in this Security that are defined in the Indenture
[if applicable, insert—or in the
Amended and Restated Trust Agreement, dated as of                ,
           (as modified,
amended or supplemented from time to time, the “Trust
Agreement”), relating to [—insert
name of Issuer Trust] (the “Issuer
Trust”) among the Corporation, as Depositor, the Trustees named
therein and the Holders from time to time of the Trust Securities issued
pursuant thereto, shall have the meanings assigned to them in the Indenture [if applicable, insert— or the Trust
Agreement, as the case may be].


 


[If applicable, insert—The
Corporation may at any time, at its option, on or after                ,
          , and subject to
the terms and conditions of Article XI of the Indenture, redeem this Security
in whole at any time or in part from time to time, [if applicable, insert—at a Redemption Price equal to 100% of
the principal amount hereof] [if applicable,
insert—at the following Redemption Prices (expressed as percentages
of the principal amount hereof): If redeemed during the 12-month period
beginning                     ,



 




	
  Year

  	
   

  	
  Redemption

  Price

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


and thereafter at
a Redemption Price equal to 100% of the principal amount hereof], together, in
the case of any such redemption, with accrued interest [if applicable, insert—, including any
Additional Interest,] to but excluding the date fixed for redemption.]


 


17

















 


[If the Security is subject to
redemption of any kind, insert—In the event of redemption of this
Security in part only, a new Security or Securities of this series for the
unredeemed portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.]


 


[If applicable, insert—In
addition, upon the occurrence and during the continuation of a Tax Event or a
Capital Treatment Event in respect of the Issuer Trust, the Corporation may, at
its option, at any time within 90 days of the occurrence and during
continuation of such Tax Event or Capital Treatment Event, as the case may be,
redeem this Security, in whole but not in part, subject to the terms and
conditions of Article XI of the Indenture, at a redemption price equal to [insert formula].


 


The Indenture contains provisions for satisfaction and discharge
of the entire indebtedness of this Security upon compliance by the Corporation
with certain conditions set forth in the Indenture.


 


The Indenture permits, with certain exceptions as therein
provided, the Corporation and the Trustee at any time to enter into a
supplemental indenture or indentures for the purpose of modifying in any manner
the rights and obligations of the Corporation and of the Holders of the
Securities, with the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series to be affected by
such supplemental indenture. The Indenture also contains provisions permitting
Holders of specified percentages in principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Corporation with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.


 


[If the Security is not a
Discount Security, insert—As provided in and subject to the
provisions of the Indenture, if an Event of Default with respect to the
Securities of this series at the time Outstanding occurs and is continuing,
then and in every such case the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Outstanding Securities of this series may
declare the principal amount of all the Securities of this series to be due and
payable immediately, by a notice in writing to the Corporation (and to the
Trustee if given by Holders) [if applicable,
insert—, provided
that, if upon an Event of Default, the Trustee or such Holders fail to declare
the principal of all the Outstanding Securities of this series to be
immediately due and payable, the holders of at least 25% in aggregate
Liquidation Amount of the Preferred Securities then Outstanding shall have the
right to make such declaration by a notice in writing to the Corporation and
the Trustee]; and upon any such declaration the principal amount of and the
accrued interest (including any Additional Interest) on all the Securities of
this series shall become immediately due and payable, provided that the payment of principal and
interest (including any Additional Interest) on such Securities shall remain
subordinated to the extent provided in Article XIII of the Indenture.]


 


[If the Security is a Discount
Security, insert—As provided in and subject to the provisions of the
Indenture, if an Event of Default with respect to the Securities of this series
at the time Outstanding occurs and is continuing, then and in every such case
the Trustee or the Holders of not less than 25% in aggregate principal amount
of the Outstanding Securities of this series may declare an amount of principal
of the Securities of this series to be due and payable immediately, by a notice
in writing to the Corporation (and to the Trustee if given by Holders) [if applicable, insert—, provided that, if upon an Event of
Default, the Trustee or such Holders fail to declare such principal amount of
the Outstanding Securities of this series to be immediately due and payable,
the holders of at least 25% in aggregate Liquidation Amount of the Preferred
Securities then Outstanding shall have the right to make such declaration by a
notice in writing to the Corporation and the Trustee]. The principal amount
payable upon 


 


18

















 


such
acceleration shall be equal to —insert
formula for determining the amount]. Upon any such declaration, such
amount of the principal of and the accrued interest (including any Additional
Interest) on all the Securities of this series shall become immediately due and
payable, provided that the
payment of such principal and interest (including any Additional Interest) on
all the Securities of this series shall remain subordinated to the extent
provided in Article XIII of the Indenture. Upon payment (i) of the amount of
principal so declared due and payable and (ii) of interest on any overdue
principal, premium and interest (in each case to the extent that the payment of
such interest shall be legally enforceable), all of the Corporation’s
obligations in respect of the payment of the principal of and premium and
interest, if any, on this Security shall terminate.]


 


No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Corporation, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest [insert, if
applicable—(including any Additional Interest)] on this Security at
the times, place and rate, and in the coin or currency, herein prescribed.


 


As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the
Securities Register, upon surrender of this Security for registration of
transfer at the office or agency of the Corporation maintained under
Section 10.2 of the Indenture for such purpose, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Corporation and the Securities Registrar duly executed by, the Holder hereof or
such Holder’s attorney duly authorized in writing, and thereupon one or more
new Securities of this series, of like tenor, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.


 


The Securities of this series are issuable only in registered form
without coupons in denominations of $               
and any integral multiple of $               in
excess thereof. As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.


 


No service charge shall be made for any such registration of
transfer or exchange, but the Corporation may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.


 


Prior to due presentment of this Security for registration of
transfer, the Corporation, the Trustee and any agent of the Corporation or the
Trustee may treat the Person in whose name this Security is registered as the
owner hereof for all purposes, whether or not this Security be overdue, and
neither the Corporation, the Trustee nor any such agent shall be affected by
notice to the contrary.


 


The Corporation and, by its acceptance of this Security or a
beneficial interest therein, the Holder of, and any Person that acquires a
beneficial interest in, this Security agree that for United States Federal,
state and local tax purposes it is intended that this Security constitute
indebtedness.


 


THIS
SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.


 


Section 2.4. Additional Provisions Required in
Global Security.


 


Unless otherwise specified as contemplated by Section 3.1,
any Global Security issued hereunder shall, in addition to the provisions
contained in Sections 2.2 and 2.3, bear a legend in substantially the following
form:


 


19

















 


THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS
SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


Section 2.5. Form of Trustee’s Certificate of
Authentication.


 


The Trustee’s certificates of authentication shall be in
substantially the following form:


 


This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  J. P. MORGAN TRUST COMPANY 

  NATIONAL ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized officer

  
							



 


ARTICLE
III



THE SECURITIES


 


Section 3.1. Title and Terms.


 


The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited.


 


The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to
Section 3.3, set forth or determined in the manner provided in an Officers’
Certificate, or established in one or more indentures supplemental hereto,
prior to the issuance of Securities of a series:


 


(a) the title of the securities of such
series, which shall distinguish the Securities of the series from all other
Securities;


 


(b) the limit, if any, upon the aggregate
principal amount of the Securities of such series that may be authenticated and
delivered under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities of the series pursuant to Section 3.4, 3.6, 3.7, 9.6 or
11.6 and except for any Securities that, pursuant to Section 3.3, are
deemed never to have been authenticated and delivered hereunder); provided, however,
that the authorized aggregate principal amount of such series may be increased
above such amount by a Board Resolution to such effect;


 


20

















 


(c) the Person to whom any interest on a
Security of the series shall be payable, if other than the Person in whose name
that security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest;


 


(d) the Stated Maturity or Maturities on
which the principal of the Securities of such series is payable or the method
of determination thereof, and any dates on which or circumstances under which,
the Corporation shall have the right to extend or shorten such Stated Maturity
or Maturities;


 


(e) the rate or rates, if any, or method
of calculating the rate or rates, if any, at which the Securities of such
series shall bear interest, if any, the rate or rates or method of calculating
the rate or rates and extent to which Additional Interest, if any, shall be
payable in respect of any Securities of such series, the date or dates from
which any such interest or Additional Interest shall accrue, the Interest
Payment Dates on which such interest shall be payable, the right, pursuant to
Section 3.12 or as otherwise set forth therein, of the Corporation to
defer or extend an Interest Payment Date, and the Regular Record Date for the
interest payable on any Interest Payment Date or the method by which any of the
foregoing shall be determined;


 


(f) the place or places where the
principal of (and premium, if any) and interest (including any Additional
Interest) on the Securities of such series shall be payable, the place or
places where the Securities of such series may be presented for registration of
transfer or exchange, any restrictions that may be applicable to any such
transfer or exchange in addition to or in lieu of those set forth herein, and
the place or places where notices and demands to or upon the Corporation in
respect of the Securities of such series may be made;


 


(g) the period or periods within or the
date or dates on which, if any, the price or prices at which and the terms and
conditions upon which the Securities of such series may be redeemed, in whole
or in part, at the option of the Corporation, and if other than by a Board
Resolution, the manner in which any election by the Corporation to redeem such
Securities shall be evidenced;


 


(h) the obligation or the right, if any,
of the Corporation to redeem, repay or purchase the Securities of such series
pursuant to any sinking fund, amortization or analogous provisions, or at the
option of a Holder thereof, and the period or periods within which, the price
or prices at which, the currency or currencies (including currency unit or
units) in which and the other terms and conditions upon which Securities of the
series shall be redeemed, repaid or purchased, in whole or in part, pursuant to
such obligation;


 


(i) the denominations in which any
Securities of such series shall be issuable, if other than denominations of $25
and any integral multiple thereof;


 


(j) if other than Dollars, the currency or
currencies (including any currency unit or units) in which the principal of
(and premium, if any) and interest and Additional Interest, if any, on the
Securities of the series shall be payable, or in which the Securities of the
series shall be denominated and the manner of determining the equivalent
thereof in Dollars for purposes of the definition of Outstanding;


 


(k) the additions, modifications or
deletions, if any, in the Events of Default or covenants of the Corporation set
forth herein with respect to the Securities of such series;


 


(l) if other than the principal amount
thereof, the portion of the principal amount of Securities of such series that
shall be payable upon declaration of acceleration of the Maturity thereof;


 


21

















 


(m) if the principal amount payable at the
Stated Maturity of any Securities of the series will not be determinable as of
any one or more dates prior to the Stated Maturity, the amount which shall be
deemed to be the principal amount of such Securities as of any such date for
any purpose thereunder or hereunder, including the principal amount thereof
which shall be due and payable upon any Maturity other than the Stated Maturity
or which shall be deemed to be Outstanding as of any date prior to the Stated
Maturity (or, in any such case, the manner in which such amount deemed to be
the principal amount shall be determined);


 


(n) the additions or changes, if any, to
this Indenture with respect to the Securities of such series as shall be
necessary to permit or facilitate the issuance of the Securities of such series
in bearer form, registrable or not registrable as to principal, and with or
without interest coupons;


 


(o) any index or indices used to determine
the amount of payments of principal of and premium, if any, on the Securities
of such series or the manner in which such amounts will be determined;


 


(p) whether the Securities of the series,
or any portion thereof, shall initially be issuable in the form of a temporary
Global Security representing all or such portion of the Securities of such
series and provisions for the exchange of such temporary Global Security for
definitive Securities of such series;


 


(q) if applicable, that any Securities of
the series shall be issuable in whole or in part in the form of one or more
Global Securities and, in such case, the respective Depositaries for such
Global Securities, the form of any legend or legends that shall be borne by any
such Global Security in addition to or in lieu of that set forth in
Section 2.4 and any circumstances in addition to or in lieu of those set forth
in Section 3.6 in which any such Global Security may be exchanged in whole
or in part for Securities registered, and any transfer of such Global Security
in whole or in part may be registered, in the name or names of Persons other
than the Depositary for such Global Security or a nominee thereof;


 


(r) the appointment of any Paying Agent or
agents for the Securities of such series;


 


(s) the terms of any right to convert or
exchange Securities of such series into any other securities or property of the
Corporation, and the additions or changes, if any, to this Indenture with
respect to the Securities of such series to permit or facilitate such
conversion or exchange;


 


(t) if such Securities are to be issued to
an Issuer Trust, the form or forms of the Trust Agreement, Guarantee Agreement
and Expense Agreement relating thereto;


 


(u) if other than as set forth herein, the
relative degree, if any, to which the Securities of the series shall be senior
to or be subordinated to other series of Securities in right of payment,
whether such other series of Securities are Outstanding or not;


 


(v) any addition to or change in the
Events of Default which applies to any Securities of the series and any change
in the right of the Trustee or the requisite Holders of such Securities to
declare the principal amount thereof due and payable pursuant to
Section 5.2;


 


(w) any addition to or change in the
covenants set forth in Article X which applies to Securities of the series; and


 


(x) any other terms of the Securities of
such series (which terms shall not be inconsistent with the provisions of this
Indenture, except as permitted by Section 9.1(6)).


 


22

















 


All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided herein or in
or pursuant to such Board Resolution and set forth, or determined in the manner
provided, in such Officers’ Certificate or in any indenture supplemental
hereto.


 


If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the
Corporation and delivered to the Trustee at or prior to the delivery of the
Officers’ Certificate setting forth the terms of the series.


 


The Securities shall be subordinated in right of payment to Senior
Indebtedness as provided in Article XIII.


 


Section 3.2. Denominations.


 


The Securities of each series shall be in registered form without
coupons and shall be issuable in denominations of $25 and any integral multiple
thereof, unless otherwise specified as contemplated by Section 3.1.


 


Section 3.3. Execution, Authentication, Delivery
and Dating.


 


The Securities shall be executed on behalf of the Corporation by
its Chairman of the Board, its Vice Chairman of the Board, its President or one
of its Vice Presidents, under its corporate seal reproduced or impressed
thereon and attested by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers on the Securities may be manual or
facsimile.


 


Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Corporation shall
bind the Corporation, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of such
Securities or did not hold such offices at the date of such Securities. At any
time and from time to time after the execution and delivery of this Indenture,
the Corporation may deliver Securities of any series executed by the
Corporation to the Trustee for authentication, together with a Corporation
Order for the authentication and delivery of such Securities, and the Trustee
in accordance with the Corporation Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been
established by or pursuant to one or more Board Resolutions as permitted by
Sections 2.1 and 3.1, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to
Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel
stating,


 


(1) if the form of such Securities has
been established by or pursuant to Board Resolution as permitted by
Section 2.1, that such form has been established in conformity with the
provisions of this Indenture;


 


(2) if the terms of such Securities have
been established by or pursuant to Board Resolution as permitted by
Section 3.1, that such terms have been established in conformity with the
provisions of this Indenture;


 


(3) that such Securities, when
authenticated and delivered by the Trustee and issued by the Corporation in the
manner and subject to any conditions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of the Corporation, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’
rights and to general equity principles; and


 


23

















 


(4) that all laws and requirements in
respect of the execution and delivery by the Company of such Securities have
been complied with.


 


If such form or
terms have been so established, the Trustee shall not be required to
authenticate such Securities if the issue of such Securities pursuant to this
Indenture will affect the Trustee’s own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner that is not reasonably
acceptable to the Trustee.


 


Notwithstanding the provisions of Section 3.1 and of the
preceding paragraph, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Officers’
Certificate otherwise required pursuant to Section 3.1 or the Corporation
Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph
at or prior to the authentication of each Security of such series if such
documents are delivered at or prior to the authentication upon original
issuance of the first Security of such series to be issued.


 


Each Security shall be dated the date of its authentication.


 


No Security shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose, unless there appears on such
Security a certificate of authentication substantially in the form provided for
herein executed by the Trustee by the manual signature of one of its authorized
officers, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder. Notwithstanding the foregoing, if any Security shall have
been authenticated and delivered hereunder but never issued and sold by the
Corporation, and the Corporation shall deliver such Security to the Trustee for
cancellation as provided in Section 3.10, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this
Indenture.


 


Section 3.4. Temporary Securities.


 


Pending the preparation of definitive Securities of any series,
the Corporation may execute, and upon Corporation Order the Trustee shall
authenticate and deliver, temporary Securities that are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any denomination,
substantially of the tenor of the definitive Securities of such series in lieu
of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities
may determine, as evidenced by their execution of such Securities.


 


If temporary Securities of any series are issued, the Corporation
will cause definitive Securities of such series to be prepared without
unreasonable delay. After the preparation of definitive Securities, the
temporary Securities shall be exchangeable for definitive Securities upon
surrender of the temporary Securities at the office or agency of the
Corporation designated for that purpose without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Securities, the
Corporation shall execute and the Trustee shall authenticate and deliver in
exchange therefor one or more definitive Securities of the same series, of any
authorized denominations having the same Original Issue Date and Stated
Maturity and having the same terms as such temporary Securities. Until so
exchanged, the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series.


 


Section 3.5. Global Securities.


 


(a) Each Global Security issued under this
Indenture shall be registered in the name of the Depositary designated by the
Corporation for such Global Security or a nominee thereof and delivered to 


 


24

















 


such Depositary or a nominee thereof or custodian therefor, and
each such Global Security shall constitute a single Security for all purposes
of this Indenture.


 


(b) Notwithstanding any other provision in
this Indenture, no Global Security may be exchanged in whole or in part for
Securities registered, and no transfer of a Global Security in whole or in part
may be registered, in the name of any Person other than the Depositary for such
Global Security or a nominee thereof unless (i) such Depositary advises the Trustee
in writing that such Depositary is no longer willing or able to properly
discharge its responsibilities as Depositary with respect to such Global
Security, and the Corporation is unable to locate a qualified successor, (ii)
the Corporation executes and delivers to the Trustee a Corporation Order
stating that the Corporation elects to terminate the book-entry system through
the Depositary, or (iii) there shall have occurred and be continuing an Event
of Default.


 


(c) If any Global Security is to be exchanged
for other Securities or cancelled in whole, it shall be surrendered by or on
behalf of the Depositary or its nominee to the Securities Registrar for
exchange or cancellation as provided in this Article III. If any Global
Security is to be exchanged for other Securities or cancelled in part, or if
another Security is to be exchanged in whole or in part for a beneficial
interest in any Global Security, then either (i) such Global Security shall be
so surrendered for exchange or cancellation as provided in this Article III or
(ii) the principal amount thereof shall be reduced, subject to
Section 3.5(b), or increased by an amount equal to the portion thereof to
be so exchanged or cancelled, or equal to the principal amount of such other
Security to be so exchanged for a beneficial interest therein, as the case may
be, by means of an appropriate adjustment made on the records of the Securities
Registrar, whereupon the Trustee, in accordance with the Applicable Procedures,
shall instruct the Depositary or its authorized representative to make a
corresponding adjustment to its records. Upon any such surrender or adjustment
of a Global Security by the Depositary, accompanied by registration
instructions, the Trustee shall, subject to Section 3.5(b) and as otherwise
provided in this Article III, authenticate and deliver any Securities issuable
in exchange for such Global Security (or any portion thereof) in accordance
with the instructions of the Depositary. The Trustee shall not be liable for
any delay in delivery of such instructions and may conclusively rely on, and
shall be fully protected in relying on, such instructions.


 


(d) Every Security authenticated and
delivered upon registration of transfer of, or in exchange for or in lieu of, a
Global Security or any portion thereof, whether pursuant to this Article III,
Section 9.6 or 11.6 or otherwise, shall be authenticated and delivered in
the form of, and shall be, a Global Security, unless such Security is
registered in the name of a Person other than the Depositary for such Global
Security or a nominee thereof.


 


(e) Securities distributed to holders of
Book-Entry Capital Securities (as defined in the applicable Trust Agreement)
upon the dissolution of an Issuer Trust shall be distributed in the form of one
or more Global Securities registered in the name of a Depositary or its
nominee, and deposited with the Securities Registrar, as custodian for such
Depositary, or with such Depositary, for credit by the Depositary to the
respective accounts of the beneficial owners of the Securities represented
thereby (or such other accounts as they may direct). Securities distributed to
holders of Preferred Securities other than Book-Entry Capital Securities upon
the dissolution of an Issuer Trust shall not be issued in the form of a Global
Security or any other form intended to facilitate book-entry trading in
beneficial interests in such Securities.


 


(f) The Depositary or its nominee, as the
registered owner of a Global Security, shall be the Holder of such Global
Security for all purposes under this Indenture and the Securities, and owners
of beneficial interests in a Global Security shall hold such interests pursuant
to the Applicable Procedures. Accordingly, any such owner’s beneficial interest
in a Global Security shall be shown only on, and the transfer of such interest
shall be effected only through, records maintained by the Depositary or its 


 


25

















 


nominee or its Agent Members. Neither the Trustee nor the
Securities Registrar shall have any liability in respect of any transfers
effected by the Depositary.


 


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


 


Section 3.6. Registration, Transfer and Exchange
Generally.


 


The Corporation shall cause to be kept at the Corporate Trust
Office of the Trustee a register in which, subject to such reasonable
regulations as it may prescribe, the Corporation shall provide for the
registration of Securities and of transfers of Securities. Such register is
herein sometimes referred to as the “Securities
Register.”  The Trustee is
hereby appointed “Securities Registrar”
for the purpose of registering Securities and transfers of Securities as herein
provided.


 


Upon surrender for registration of transfer of any Security at the
offices or agencies of the Corporation designated for that purpose the Corporation
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Securities of the
same series of any authorized denominations of like tenor and aggregate
principal amount.


 


At the option of the Holder, Securities may be exchanged for other
Securities of the same series of any authorized denominations, of like tenor
and aggregate principal amount, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any securities are so surrendered
for exchange, the Corporation shall execute, and the Trustee shall authenticate
and deliver, the Securities that the Holder making the exchange is entitled to
receive.


 


All Securities issued upon any transfer or exchange of Securities
shall be the valid obligations of the Corporation, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such transfer or exchange.


 


Every Security presented or surrendered for transfer or exchange
shall (if so required by the Corporation or the Trustee) be duly endorsed, or
be accompanied by a written instrument of transfer in form satisfactory to the
Corporation and the Securities Registrar, duly executed by the Holder thereof
or such Holder’s attorney duly authorized in writing.


 


No service charge shall be made to a Holder for any transfer or
exchange of Securities, but the Corporation may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Securities.


 


Neither the Corporation nor the Trustee shall be required,
pursuant to the provisions of this Section, (i) to issue, register the transfer
of or exchange any Security of any series during a period beginning at the
opening of business 15 days before the day of selection for redemption of
Securities of that series pursuant to Article XI and ending at the close of
business on the day of mailing of the notice of redemption, or (ii) to register
the transfer of or exchange any Security so selected for redemption in whole or
in part, except, in the case of any such Security to be redeemed in part, any
portion thereof not to be redeemed.


 


Section 3.7. Mutilated, Destroyed, Lost and
Stolen Securities.


 


If any mutilated Security is surrendered to the Trustee together
with such security or indemnity as may be required by the Corporation or the
Trustee to save each of them harmless, the Corporation shall 


 


26

















 


execute
and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series, of like tenor and aggregate principal amount, and
bearing a number not contemporaneously outstanding.


 


If there shall be delivered to the Corporation and to the Trustee
(i) evidence to their satisfaction of the destruction, loss or theft of any
Security, and (ii) such security or indemnity as may be required by them to
save each of them harmless, then, in the absence of notice to the Corporation
or the Trustee that such Security has been acquired by a bona fide purchaser,
the Corporation shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series, of like tenor and aggregate
principal amount as such destroyed, lost or stolen Security, and bearing a
number not contemporaneously outstanding.


 


If any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Corporation in its discretion
may, instead of issuing a new Security, pay such Security.


 


Upon the issuance of any new Security under this Section, the
Corporation may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.


 


Every new Security issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Corporation, whether or not the destroyed, lost
or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of the same series duly issued hereunder.


 


The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.


 


Section 3.8. Payment of Interest and Additional
Interest; Interest Rights Preserved.


 


Interest and Additional Interest on any Security of any series
that is payable, and is punctually paid or duly provided for, on any Interest
Payment Date, shall be paid to the Person in whose name that Security (or one
or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest in respect of Securities of such series,
except that, unless otherwise provided in the Securities of such series,
interest and any Additional Interest payable on the Stated Maturity of the
principal of a Security shall be paid to the Person to whom principal is paid.
The initial payment of interest on any Security of any series that is issued
between a Regular Record Date and the related Interest Payment Date shall be
payable as provided in such Security or in the Board Resolution pursuant to
Section 3.1 with respect to the related series of Securities. At the option
of the Corporation, interest on any series of Securities may be paid (i) by
check mailed to the address of the Person entitled thereto as it shall appear
on the Securities Register of such series or (ii) by wire transfer in
immediately available funds at such place and to such account as designated by
the Person entitled thereto as specified in the Securities Register of such
series.


 


Any interest on any Security that is due and payable, but is not
timely paid or duly provided for, on any Interest Payment Date for Securities
of such series (herein called “Defaulted
Interest”), shall forthwith cease to be payable to the registered
Holder on the relevant Regular Record Date by virtue of having been such
Holder, and such Defaulted Interest may be paid by the Corporation, at its
election in each case, as provided in Clause (1) or (2) below:


 


27

















 


(1) The Corporation may elect to make
payment of any Defaulted Interest to the Persons in whose names the Securities
of such series in respect of which interest is in default (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Corporation shall notify the Trustee in writing of
the amount of Defaulted Interest proposed to be paid on each Security and the
date of the proposed payment, and at the same time the Corporation shall
deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the benefit
of the Persons entitled to such Defaulted Interest as in this Clause provided.
Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest, which shall be not more than 15 days and not less than 10
days prior to the date of the proposed payment and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Corporation of such Special Record Date and, in the
name and at the expense of the Corporation, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first class, postage prepaid, to each Holder of a Security of such
series at the address of such Holder as it appears in the Securities Register
not less than 10 days prior to such Special Record Date. The Trustee may, in
its discretion, in the name and at the expense of the Corporation, cause a
similar notice to be published at least once in a newspaper, customarily
published in the English language on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, but such
publication shall not be a condition precedent to the establishment of such
Special Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been mailed as aforesaid, such
Defaulted Interest shall be paid to the Persons in whose names the Securities
of such series (or their respective Predecessor Securities) are registered on
such Special Record Date and shall no longer be payable pursuant to the
following Clause (2).


 


(2) The Corporation may make payment of
any Defaulted Interest in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of the series
in respect of which interest is in default may be listed and, upon such notice
as may be required by such exchange (or by the Trustee if the Securities are
not listed), if, after notice given by the Corporation to the Trustee of the
proposed payment pursuant to this Clause, such payment shall be deemed
practicable by the Trustee for the purposes of this Section 3.8.


 


Any interest on any Security which is deferred or extended
pursuant to Section 3.12 shall not be Defaulted Interest


 


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


 


Section 3.9. Persons Deemed Owners.


 


The Corporation, the Trustee and any agent of the Corporation or
the Trustee shall treat the Person in whose name any Security is registered as
the owner of such Security for the purpose of receiving payment of principal of
and (subject to Section 3.8) any interest on such Security and for all
other purposes whatsoever, whether or not such Security be overdue, and neither
the Corporation, the Trustee nor any agent of the Corporation or the Trustee
shall be affected by notice to the contrary.


 


No holder of any beneficial interest in any Global Security held
on its behalf by a Depositary shall have any rights under this Indenture with
respect to such Global Security, and such Depositary may be treated by the
Corporation, the Trustee and any agent of the Corporation or the Trustee as the
owner of 


 


28

















 


such
Global Security for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Corporation, the Trustee or any agent of the
Corporation or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by a Depositary or impair, as between a
Depositary and such holders of beneficial interests, the operation of customary
practices governing the exercise of the rights of the Depositary (or its
nominee) as Holder of any Security.


 


Section 3.10. Cancellation.


 


All Securities surrendered for payment, redemption, transfer or
exchange shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee, and any such Securities and Securities surrendered
directly to the Trustee for any such purpose shall be promptly canceled by it.
The Corporation may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder that the
Corporation may have acquired in any manner whatsoever, and all Securities so
delivered shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Indenture. All canceled
Securities shall be destroyed by the Trustee and the Trustee shall deliver to
the Corporation a certificate of such destruction.


 


Section 3.11. Computation of Interest.


 


Except as otherwise specified as contemplated by Section 3.1
for Securities of any series, interest on the Securities of each series for any
partial period shall be computed on the basis of a 360-day year of twelve
30-day months and the actual number of days elapsed in any partial month in
such period, and interest on the Securities of each series for a full period
shall be computed by dividing the rate per annum by the number of interest
periods that together constitute a full twelve months.


 


Section 3.12. Deferrals of Interest Payment
Dates.


 


If specified as contemplated by Section 2.1 or
Section 3.1 with respect to the Securities of a particular series, so long
as no Event of Default has occurred and is continuing, the Corporation shall
have the right, at any time during the term of such series, from time to time
to defer the payment of interest on such Securities for such period or periods
as may be specified as contemplated by Section 3.1 (each, an “Extension Period”), during which
Extension Periods the Corporation shall, if so specified as contemplated by
Section 3.1, have the right to make partial payments of interest on any
Interest Payment Date. No Extension Period shall end on a date other than an
Interest Payment Date. At the end of any such Extension Period, the Corporation
shall pay all interest then accrued and unpaid on the Securities (together with
Additional Interest thereon, if any, at the rate specified for the Securities
of such series to the extent permitted by applicable law); provided, however,
that no Extension Period shall extend beyond the Stated Maturity of the
principal of the Securities of such series; and provided  further,
however that during any such Extension
Period, the Corporation 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 Corporation’s capital stock, 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 Corporation that rank pari passu in all respects with or junior
in interest to the Securities of such series (other than (a) repurchases,
redemptions or other acquisitions of shares of capital stock of the Corporation
in connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of any one or more employees, officers,
directors or consultants, in connection with a dividend reinvestment or
shareholder stock purchase plan or in connection with the issuance of capital
stock of the Corporation (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 an exchange or
conversion of any class or series of the Corporation’s capital stock (or any
capital stock of a Subsidiary of the Corporation) for any class or series 


 


29

















 


of
the Corporation’s capital stock or of any class or series of the Corporation’s
indebtedness for any class or series of the Corporation’s capital stock, (c)
the purchase of fractional interests in shares of the Corporation’s capital stock
pursuant to the conversion or exchange provisions of such capital stock or the
security being converted or exchanged, (d) any declaration of a dividend in
connection with any Rights Plan, or the issuance of rights, stock or other
property under any Rights Plan, or the redemption or repurchase of rights
pursuant thereto, or (e) any dividend in the form of stock, warrants, options
or other rights where the dividend stock or the stock issuable upon exercise of
such warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passu
with or junior to such stock). Prior to the termination of any such Extension
Period, the Corporation may further defer the payment of interest, provided that no Extension Period shall
exceed the period or periods specified in such Securities, extend beyond the
Stated Maturity of the principal of such Securities or end on a date other than
an Interest Payment Date. Upon the termination of any such Extension Period and
upon the payment of all accrued and unpaid interest and any Additional Interest
then due on any Interest Payment Date, the Corporation may elect to begin a new
Extension Period, subject to the above conditions. 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 as and
to the extent as may be specified as contemplated by Section 3.1. The
Corporation shall give the Holders of the Securities of such series and the
Trustee notice of its election to begin any such Extension Period at least one
Business Day prior to the next succeeding Interest Payment Date on which interest
on Securities of such series would be payable but for such deferral or, with
respect to any Securities of a series issued to an Issuer Trust, so long as any
such Securities are held by such Issuer Trust, at least one Business Day prior
to the earlier of (i) the next succeeding date on which Distributions on the
Preferred Securities of such Issuer Trust would be payable but for such
deferral, and (ii) the date on which the Property Trustee of such Issuer Trust
is required to give notice to any securities exchange or other applicable
self-regulatory organization or to holders of such Preferred Securities of the
record date or the date such Distributions are payable, but in no event later
than one Business Day prior to such record date.


 


The Trustee shall promptly give notice of the Corporation’s
election to begin any such Extension Period to the Holders of the Outstanding
Securities of such series.


 


Section 3.13. Right of Set-Off.


 


With respect to the Securities of a series initially issued to an
Issuer Trust, notwithstanding anything to the contrary herein, the Corporation
shall have the right to set off any payment it is otherwise required to make in
respect of any such Security to the extent the Corporation has theretofore
made, or is concurrently on the date of such payment making, a payment under
the Guarantee Agreement relating to such Security or to a holder of Preferred
Securities pursuant to an action undertaken under Section 5.8 of this
Indenture.


 


Section 3.14. Agreed Tax Treatment.


 


Each Security issued hereunder shall provide that the Corporation
and, by its acceptance of a Security or a beneficial interest therein, the
Holder of, and any Person that acquires a beneficial interest in, such Security
agree that for United States Federal, state and local tax purposes it is
intended that such Security constitutes indebtedness.


 


Section 3.15. Shortening or Extension of Stated
Maturity.


 


If specified as contemplated by Section 2.1 or
Section 3.1 with respect to the Securities of a particular series, the
Corporation shall have the right to (i) shorten the Stated Maturity of the
principal of 


 


30

















 


the
Securities of such series at any time to any date not earlier than the first
date on which the Company has the right to redeem the Securities of such
series, and (ii) extend the Stated Maturity of the principal of the Securities
of such series at any time at its election for one or more periods, but in no
event to a date later than the 49th anniversary of the first Interest Payment
Date following the Original Issue Date of the Securities of such series;
provided that, if the Company elects to exercise its right to extend the Stated
Maturity of the principal of the Securities of such series pursuant to clause
(ii), above, at the time such election is made and at the time of extension (A)
the Corporation is not in bankruptcy, otherwise insolvent or in liquidation,
(B) the Corporation is not in default in the payment of any interest or
principal on such Securities, (C) if the Issuer Trust has not been liquidated,
such Issuer Trust is not in arrears on payments of Distributions on the
Preferred Securities issued by such Issuer Trust and no deferred Distributions
are accumulated, (D) such Securities are rated not less than BBB- by S&P or
Baa3 by Moody’s or the equivalent by any other nationally recognized
statistical rating organization and (E) after such extension, the Securities
shall not have a remaining term to maturity of more than 30 years. In the event
the Company elects to shorten or extend the Stated Maturity of the Securities
of such series, it shall give notice to the Trustee, and the Trustee shall give
notice of such shortening or extension to the Holders, no less than 30 and no
more than 60 days prior to the effectiveness thereof. The Corporation’s right
to shorten the Stated Maturity of the principal of the Securities of such
series pursuant to clause (i) above is subject to the Corporation having
received (A) prior approval of the Board of Governors of the Federal Reserve
System if required under applicable capital guidelines or policies and (B) an
opinion of nationally recognized independent counsel experienced in such
matters to the effect that after the shortening of maturity, interest paid on
the Securities will be deductible by the Corporation for United States federal
income tax purposes; if the Securities are issued to a Trust, the holders of
Capital Securities will not recognize income, gain or loss for United States
federal income tax purposes as a result of the shortening of maturity, and will
be taxed under United Stated federal income tax law in the same amount, in the
same manner and at the same times as would have been the case if the shortening
of maturity had not occurred; and the shortening of maturity will not cause the
Trust to be classified as other than a grantor trust for United States federal
income tax purposes.


 


Section 3.16. CUSIP Numbers.


 


The Corporation in issuing the Securities may use “CUSIP” numbers
(if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers
in notices of redemption and other similar or related materials as a
convenience to Holders; provided
that any such notice or other materials may state that no representation is
made as to the correctness of such numbers either as printed on the Securities
or as contained in any notice of redemption or other materials and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers.


 


ARTICLE
IV



Satisfaction And Discharge


 


Section 4.1. Satisfaction and Discharge of
Indenture.


 


This Indenture shall, upon Corporation Request, cease to be of
further effect (except as to any surviving rights of registration of transfer
or exchange of Securities herein expressly provided for and as otherwise
provided in this Section 4.1) and the Trustee, on demand of and at the
expense of the Corporation, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when


 


31

















 


(1) either


 


(A)  all Securities
theretofore authenticated and delivered (other than (i) Securities that have
been destroyed, lost or stolen and that have been replaced or paid as provided
in Section 3.7 and (ii) Securities for whose payment money has theretofore
been deposited in trust or segregated and held in trust by the Corporation and
thereafter repaid to the Corporation or discharged from such trust, as provided
in Section 10.3) have been delivered to the Trustee for cancellation; or


 


(B) all such Securities not theretofore delivered to the Trustee
for cancellation


 


(i)            have become due and payable, or


 


(ii)           will become due and payable at
their Stated Maturity within one year of the date of deposit, or


 


(iii)          are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving
of notice of redemption by the Trustee in the name, and at the expense, of the
Corporation,


 


and the Corporation,
in the case of subclause (B)(i), (ii) or (iii) above, has deposited or caused
to be deposited with the Trustee as trust funds in trust for such purpose an
amount in the currency or currencies in which the Securities of such series are
payable sufficient to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal (and premium, if any) and interest (including any Additional
Interest) to the date of such deposit (in the case of Securities that have
become due and payable) or to the Stated Maturity or Redemption Date, as the
case may be;


 


(2) the Corporation has paid or caused to
be paid all other sums payable hereunder by the Corporation; and


 


(3) the Corporation has delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel each stating that
all conditions precedent herein provided for relating to the satisfaction and
discharge of this Indenture have been complied with.


 


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the
Corporation to the Trustee under Section 6.7, the obligations of the
Trustee to any Authenticating Agent under Section 6.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 4.2 and the
last paragraph of Section 10.3 shall survive.


 


Section 4.2. Application of Trust Money.


 


Subject to the provisions of the last paragraph of
Section 10.3, all money deposited with the Trustee pursuant to
Section 4.1 shall be held in trust and applied by the Trustee, in
accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Corporation
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest
(including any Additional Interest) for the payment of which such money or
obligations have been deposited with or received by the Trustee.


 


32














 


ARTICLE
V


 


REMEDIES


 


Section 5.1. Events of Default.


 


“Event of Default”, wherever
used herein with respect to the Securities of any series, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body) except as may be
specified pursuant to Section 3.1:


 


(1) default in the payment of any interest
upon any Security of that series, including any Additional Interest in respect
thereof, when it becomes due and payable, and continuance of such default for a
period of 30 days (subject to the deferral of any due date in the case of an
Extension Period); or


 


(2) default in the payment of the
principal of (or premium, if any, on) any Security of that series at its
Maturity; or


 


(3) failure on the part of the Corporation
duly to observe or perform any other of the covenants or agreements on the part
of the Corporation in the Securities of that series or in this Indenture for a
period of 90 days after the date on which written notice of such failure,
requiring the Corporation to remedy the same, shall have been given to the
Corporation by the Trustee by registered or certified mail or to the
Corporation and the Trustee by the Holders of at least 25% in aggregate
principal amount of the Outstanding Securities of that series; or


 


(4) the entry of a decree or order by a
court having jurisdiction in the premises adjudging the Corporation a bankrupt
or insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Corporation
under the Bankruptcy Code or any other similar applicable Federal or State law,
which decree or order shall have continued undischarged and unstayed for a
period of 60 days; or the entry of a decree or order of a court having
jurisdiction in the premises for the appointment of a receiver or liquidator or
trustee or assignee in bankruptcy or insolvency of the Corporation or of its
property, or for the winding up or liquidation of its affairs, which decree or
order shall have continued undischarged and unstayed for a period of 60 days;
or


 


(5) the commencement by the Corporation of
voluntary proceedings to be adjudicated a bankrupt, or consent by the
Corporation to the filing of a bankruptcy proceeding against it, or the filing
by the Corporation of a petition or answer or consent seeking reorganization
under the Bankruptcy Code or any other similar Federal or State law, or consent
by the Corporation to the filing of any such petition, or the consent by the
Corporation to the appointment of a receiver or liquidator or trustee or
assignee in bankruptcy or insolvency of it or of its property, or the making by
the Corporation of an assignment for the benefit of creditors, or the admission
by the Corporation in writing of its inability to pay its debts generally as
they become due; or


 


(6) any other Event of Default provided
with respect to Securities of that series.


 


Section 5.2. Acceleration of Maturity;
Rescission and Annulment.


 


If an Event of Default (other than an Event of Default specified
in Section 5.1(4) or 5.1(5)) with respect to Securities of any series at
the time Outstanding occurs and is continuing, then and in every such case the
Trustee or the Holders of not less than 25% in aggregate principal amount of
the Outstanding


 


33

















 


Securities of that series may declare the principal amount (or, if
the Securities of that series are Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of all the
Securities of that series to be due and payable immediately, by a notice in
writing to the Corporation (and to the Trustee if given by Holders), provided that, in the case of the
Securities of a series issued to an Issuer Trust, if, upon an Event of Default,
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of such series fail to declare the principal of all the
Outstanding Securities of such series to be immediately due and payable, the
holders of at least 25% in aggregate Liquidation Amount (as defined in the
related Trust Agreement) of the related series of Preferred Securities issued
by such Issuer Trust then outstanding shall have the right to make such
declaration by a notice in writing to the Corporation and the Trustee; and upon
any such declaration such principal amount (or specified portion thereof) of
and the accrued interest (including any Additional Interest) on all the
Securities of such series shall become immediately due and payable. If an Event
of Default specified in Section 5.1(4) or 5.1(5) with respect to
Securities of any series at the time Outstanding occurs, the principal amount
of all the Securities of such series (or, if the Securities of such series are
Discount Securities, such portion of the principal amount of such Securities as
may be specified by the terms of that series) shall automatically, and without
any declaration or other action on the part of the Trustee or any Holder,
become immediately due and payable. Payment of principal and interest
(including any Additional Interest) on such Securities shall remain
subordinated to the extent provided in Article XIII notwithstanding that such
amount shall become immediately due and payable as herein provided.


 


At any time after such a declaration of acceleration with respect
to Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in
this Article provided, the Holders of a majority in aggregate principal amount
of the Outstanding Securities of that series, by written notice to the
Corporation and the Trustee, may rescind and annul such declaration and its
consequences if:


 


(1) the Corporation has paid or deposited
with the Trustee a sum sufficient to pay:


 


(A)  all overdue installments of interest on all
Securities of such series,


 


(B) any accrued Additional Interest on all
Securities of such series,


 


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


 


(D) all sums paid or advanced by the
Trustee hereunder and the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel; and


 


(2) all Events of Default with respect to
Securities of that series, other than the non-payment of the principal of
Securities of that series that has become due solely by such acceleration, have
been cured or waived as provided in Section 5.13.


 


In the case of Securities of a series initially issued to an
Issuer Trust, if the Holders of such Securities fail to annul such declaration
and waive such default, the holders of a majority in aggregate Liquidation
Amount (as defined in the related Trust Agreement) of the related series of
Preferred Securities issued by such Issuer Trust then outstanding shall also
have the right to rescind and annul such declaration and its consequences by
written notice to the Corporation and the Trustee, subject to the satisfaction
of the conditions set forth in Clauses (1) and (2) above of this
Section 5.2.


 


No such rescission shall affect any subsequent default or impair
any right consequent thereon.


 


34

















 


Section 5.3. Collection of Indebtedness and
Suits for Enforcement by Trustee.


 


The Corporation covenants that if:


 


(1) default is made in the payment of any
installment of interest (including any Additional Interest) on any Security of
any series when such interest becomes due and payable and such default
continues for a period of 30 days, or


 


(2) default is made in the payment of the
principal of (and premium, if any, on) any Security at the Maturity thereof,


 


the Corporation
will, upon demand of the Trustee, pay to the Trustee, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal, including any sinking fund payment or analogous
obligations (and premium, if any) and interest (including any Additional
Interest), and, in addition thereto, all amounts owing the Trustee under
Section 6.7.


 


If the Corporation fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Corporation or any other obligor upon such
Securities and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Corporation or any other
obligor upon the Securities, wherever situated.


 


If an Event of Default with respect to Securities of any series
occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Securities of such
series by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.


 


Section 5.4. Trustee May File Proofs of Claim.


 


In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Corporation or any other obligor upon the Securities
or the property of the Corporation or of such other obligor or their creditors,


 


(a) the Trustee (irrespective of whether the principal of the
Securities of any series shall then be due and payable as therein expressed or
by declaration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Corporation for the payment of overdue principal (and
premium, if any) or interest (including any Additional Interest)) shall be
entitled and empowered, by intervention in such proceeding or otherwise,


 


(i) to file and
prove a claim for the whole amount of principal (and premium, if any) and
interest (including any Additional Interest) owing and unpaid in respect to the
Securities and to file such other papers or documents as may be necessary or
advisable and to take any and all actions as are authorized under the Trust
Indenture Act in order to have the claims of the Holders and any predecessor to
the Trustee under Section 6.7 allowed in any such judicial proceedings;
and


 


35

















 


(ii) in
particular, the Trustee shall be authorized to collect and receive any moneys
or other property payable or deliverable on any such claims and to distribute
the same in accordance with Section 5.6; and


 


(b) any custodian, receiver, assignee, trustee, liquidator,
sequestrator (or other similar official) in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee for
distribution in accordance with Section 5.6, and in the event that the
Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due to it and any predecessor Trustee under
Section 6.7.


 


Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors’ or
other similar committee.


 


Section 5.5. Trustee May Enforce Claim Without
Possession of Securities.


 


All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment
shall, subject to Article XIII, after provision for the payment of all the
amounts owing the Trustee and any predecessor Trustee under Section 6.7,
its agents and counsel, be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered.


 


Section 5.6. Application of Money Collected.


 


Any money or property collected or to be applied by the Trustee
with respect to a series of Securities pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money or property on account of principal
(or premium, if any) or interest (including any Additional Interest), upon presentation
of the Securities and the notation thereon of the payment if only partially
paid and upon surrender thereof if fully paid:


 


FIRST: To the payment of all amounts due the Trustee and any
predecessor Trustee under Section 6.7;


 


SECOND: Subject to Article XIII, to the payment of the amounts
then due and unpaid upon Securities of such series for principal (and premium,
if any) and interest (including any Additional Interest) in respect of which or
for the benefit of which such money has been collected, ratably, without
preference or priority of any kind, according to the amounts due and payable on
such series of Securities for principal (and premium, if any) and interest
(including any Additional Interest), respectively; and


 


THIRD: The balance, if any, to the Person or Persons entitled
thereto.


 


Section 5.7. Limitation on Suits.


 


Subject to Section 5.8, no Holder of any Securities of any
series shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture or for the appointment of a receiver,


 


36

















 


assignee, trustee, liquidator, sequestrator (or other similar
official) or for any other remedy hereunder, unless:


 


(1) such Holder has previously given
written notice to the Trustee of a continuing Event of Default with respect to
the Securities of that series;


 


(2) the Holders of not less than 25% in
aggregate principal amount of the Outstanding Securities of that series shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default in its own name as Trustee hereunder;


 


(3) such Holder or Holders have offered to
the Trustee reasonable indemnity against the costs, expenses and liabilities to
be incurred in compliance with such request;


 


(4) the Trustee for 60 days after its
receipt of such notice, request and offer of indemnity has failed to institute
any such proceeding; and


 


(5) no direction inconsistent with such
written request has been given to the Trustee during such 60-day period by the
Holders of a majority in aggregate principal amount of the Outstanding
Securities of that series;


 


it being
understood and intended that no one or more of such Holders shall have any
right in any manner whatever by virtue of, or by availing itself of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holders of Securities, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all such Holders.


 


Section 5.8. Unconditional Right of Holders to
Receive Principal, Premium and Interest; Direct Action by Holders of Preferred
Securities.


 


Notwithstanding any other provision in this Indenture, the Holder
of any Security of any series shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
(subject to Sections 3.8 and 3.12) interest (including any Additional Interest)
on such Security on the respective Stated Maturities expressed in such Security
(or, in the case of redemption, on the Redemption Date) and to institute suit
for the enforcement of any such payment, and such right shall not be impaired
without the consent of such Holder. In the case of Securities of a series
issued to an Issuer Trust, any registered holder of the series of Preferred
Securities issued by such Issuer Trust shall have the right, upon the
occurrence of an Event of Default described in Section 5.1(1) or 5.1(2),
to institute a suit directly against the Corporation for enforcement of payment
to such holder of principal of (and premium, if any) and (subject to Sections
3.8 and 3.12) interest (including any Additional Interest) on the Securities
having a principal amount equal to the aggregate Liquidation Amount (as defined
in the related Trust Agreement) of such Preferred Securities held by such
holder.


 


Section 5.9. Restoration of Rights and Remedies.


 


If the Trustee, any Holder or any holder of Preferred Securities
issued by any Issuer Trust has instituted any proceeding to enforce any right
or remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee, such
Holder or such holder of Preferred Securities, then and in every such case the
Corporation, the Trustee, such Holders and such holder of Preferred Securities
shall, subject to any determination in such proceeding, be restored severally and
respectively to their former positions hereunder, and thereafter all


 


37

















 


rights and remedies of the Trustee, such Holder and such holder of
Preferred Securities shall continue as though no such proceeding had been
instituted.


 


Section 5.10. Rights and Remedies Cumulative.


 


Except as otherwise provided in the last paragraph of
Section 3.7, no right or remedy herein conferred upon or reserved to the
Trustee or the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.


 


Section 5.11. Delay or Omission Not Waiver.


 


No delay or omission of the Trustee, any Holder of any Security
with respect to the Securities of the related Series or any holder of any
Capital Security to exercise any right or remedy accruing upon any Event of
Default with respect to the Securities of the related series shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein.


 


Every right and remedy given by this Article or by law to the
Trustee or to the Holders and the right and remedy given to the holders of
Preferred Securities by Section 5.8 may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee, the Holders or the
holders of Preferred Securities, as the case may be.


 


Section 5.12. Control by Holders.


 


The Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities of any series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee, with respect to the Securities of such series, provided that:


 


(1)  such direction shall not be in conflict with
any rule of law or with this Indenture,


 


(2) the Trustee may take any other action
deemed proper by the Trustee that is not inconsistent with such direction, and


 


(3) subject to the provisions of
Section 6.1, the Trustee shall have the right to decline to follow such
direction if a Responsible Officer or Officers of the Trustee shall, in good
faith, determine that the proceeding so directed would be unjustly prejudicial
to the Holders not joining in any such direction or would involve the Trustee
in personal liability.


 


Section 5.13. Waiver of Past Defaults.


 


The Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities of any series affected thereby and, in the
case of any Securities of a series initially issued to an Issuer Trust, the
holders of a majority in aggregate Liquidation Amount (as defined in the
related Trust Agreement) of the Preferred Securities issued by such Issuer
Trust may waive any past default hereunder and its consequences with respect to
such series except a default:


 


(1) in the payment of the principal of (or
premium, if any) or interest (including any Additional Interest) on any
Security of such series (unless such default has been cured and the Corporation
has paid


 


38

















 


to or deposited with the Trustee a sum sufficient to pay all
matured installments of interest (including any Additional Interest) and all principal
of (and premium, if any, on) all Securities of that series due otherwise than
by acceleration, or


 


(2) in respect of a covenant or provision
hereof that under Article IX cannot be modified or amended without the consent
of each Holder of any Outstanding Security of such series affected.


 


Any such waiver shall be deemed to be on behalf of the Holders of
all the Securities of such series or, in the case of a waiver by holders of
Preferred Securities issued by such Issuer Trust, by all holders of Preferred
Securities issued by such Issuer Trust.


 


Upon any such waiver, such default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.


 


Section 5.14. Undertaking for Costs.


 


All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for
any action taken or omitted by it as Trustee, the filing by any party litigant
in such suit of an undertaking to pay the costs of such suit, and that such
court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in aggregate principal amount
of the Outstanding Securities of any series, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of (or premium, if
any) or interest (including any Additional Interest) on any Security on or
after the respective Stated Maturities expressed in such Security.


 


Section 5.15. Waiver of Usury, Stay or Extension
Laws.


 


The Corporation covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any usury, stay or
extension law wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture; and the
Corporation (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.


 


ARTICLE
VI



THE TRUSTEE


 


Section 6.1. Certain Duties and
Responsibilities.


 


(a) Except during the continuance of an
Event of Default,


 


39

















 


(1) the Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture or any other related
document against the Trustee; and


 


(2) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture; but in the case
of any such certificates or opinions that by any provisions hereof are
specifically required to be furnished to the Trustee, the Trustee shall be
under a duty to examine the same to determine whether or not they conform to
the requirements of this Indenture.


 


(b) In case an Event of Default has
occurred and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.


 


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


 


(i)            this Subsection
shall not be construed to limit the effect of Subsection (a) of this Section;


 


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


 


(iii)          the Trustee
shall not be liable with respect to any action taken or omitted to be taken by
it in good faith in accordance with the direction of Holders pursuant to
Section 5.12 relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture with respect to the
Securities of a series.


 


(d) No provision of this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers.


 


(e) Whether or not therein expressly so
provided, every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.


 


Section 6.2. Notice of Defaults.


 


Within 90 days after actual knowledge by a Responsible Officer of
the Trustee of the occurrence of any default hereunder with respect to the
Securities of any series, the Trustee shall transmit by mail to all Holders of
Securities of such series, as their names and addresses appear in the
Securities Register, notice of such default, unless such default shall have
been cured or waived; provided, however, that, except in the case of a
default in the payment of the principal of (or premium, if any) or interest
(including any Additional Interest) on any Security of such series, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors and/or
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders of Securities of
such series; and provided,


 


40

















 


further, that, in the case of any default of the
character specified in Section 5.1(3), no such notice to Holders of Securities
of such series shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term “default” means any event that is, or after notice or lapse
of time or both would become, an Event of Default with respect to Securities of
such series.


 


Section 6.3. Certain Rights of Trustee.


 


Subject to the provisions of Section 6.1:


 


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


 


(b) any request or direction of the Corporation
mentioned herein shall be sufficiently evidenced by a Corporation Request or
Corporation Order and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;


 


(c) whenever in the administration of this
Indenture the Trustee shall deem it desirable that a matter be proved or
established prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may request
and, in the absence of bad faith on its part, rely upon an Officers’
Certificate;


 


(d) the Trustee may consult with counsel
and the advice of such counsel or any Opinion of 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;


 


(e) the Trustee shall be under no
obligation to exercise any of the rights or powers vested in it by this
Indenture at the request or direction of any of the Holders pursuant to this
Indenture, unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities that might be
incurred by it in compliance with such request or direction;


 


(f) the Trustee shall not be bound to make
any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, indenture, Security or other paper or
document, but the Trustee in its discretion may make such inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Corporation, personally or by
agent or attorney;


 


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


 


(h) the Trustee shall not be liable for
any action taken, suffered, or omitted to be taken by it in good faith and
reasonably believed by it to be authorized or within the discretion or rights
or powers conferred upon it by this Indenture;


 


(i) the Trustee shall not be charged with
knowledge of any default or Event of Default with respect to the Securities
unless either (i) a Responsible Officer assigned to the Corporate Trust
Department of the Trustee (or any successor division or department of the
Trustee) shall have actual


 


41

















 


knowledge of such default or Event of Default or (ii) written
notice of such default or Event of Default shall have been given to the Trustee
by the Company or by any Holder of Securities; and


 


(j) the right of the Trustee to perform
any discretionary act enumerated or contemplated in this Indenture or other
related documents shall not be construed as a duty.


 


Section 6.4. Not Responsible for Recitals or
Issuance of Securities.


 


The recitals contained herein and in the Securities, except the
Trustee’s certificates of authentication, shall be taken as the statements of
the Corporation, and neither the Trustee nor any Authenticating Agent assumes
any responsibility for their correctness. The Trustee makes no representations
as to the validity, sufficiency or priority of this Indenture or of the
Securities. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Corporation of the Securities or
the proceeds thereof.


 


Section 6.5. May Hold Securities.


 


The Trustee, any Authenticating Agent, any Paying Agent, any
Securities Registrar or any other agent of the Corporation, in its individual
or any other capacity, may become the owner or pledgee of Securities and,
subject to Sections 6.8 and 6.13, may otherwise deal with the Corporation with
the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Securities Registrar or such other agent.


 


Section 6.6. Money Held in Trust.


 


Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed in writing with the Corporation.


 


Section 6.7. Compensation and Reimbursement.


 


The Corporation agrees to:


 


(1) pay to the Trustee from time to time
reasonable compensation for all services rendered by it hereunder in such
amounts as the Corporation and the Trustee 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);


 


(2) reimburse the Trustee upon its request
for all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any provision of this Indenture (including the
reasonable compensation and the expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or willful misconduct; and


 


(3) indemnify the Trustee and its
directors, officers, employees and agents (collectively with the Trustee, the “Indemnitees”)
for, and to hold them harmless against, any loss, liability or expense,
including without limitation damages, fines, suits, actions, demands,
penalties, costs, out-of-pocket or incidental expenses, reasonable legal fees
and expenses and the costs and expenses of defending or preparing to defend
against any claim (collectively, “Losses”), that may be imposed on or incurred
by any Indemnitee for or in respect of the Trustee’s (i) execution and delivery
of this Indenture, (ii) compliance or attempted compliance with or reliance upon
any instruction or other direction upon which the Trustee is authorized to rely
pursuant to the terms of this Indenture and (iii) performance under this
Indenture,


 


42

















 


except in each case to the extent that the Loss resulted from the
Trustee’s or such Indemnitee’s negligence or willful misconduct. As security for the performance of the
obligations of the Guarantor under this paragraph (3), the Trustee shall have a
lien prior to the Securities upon all the property and funds held or collected
by the Trustee as such, except funds held in trust for the payment of principal
of, and premium (if any) or interest on, particular obligations of the
Corporation under this Indenture.


 


When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 5.1(4) or 5.1(5) occurs, the
expenses and the compensation for the services are intended to constitute
expenses of administration under the Bankruptcy Reform Act of 1978 or any successor
statute.


 


Section 6.8. Disqualification; Conflicting
Interests.


 


(a) The Trustee for the Securities of any
series issued hereunder shall be subject to the provisions of
Section 310(b) of the Trust Indenture Act. Nothing herein shall prevent
the Trustee from filing with the Commission the application referred to in the
second to last paragraph of said Section 310(b).


 


(b) The Trust Agreement and the Guarantee
Agreement with respect to each Issuer Trust shall be deemed to be specifically
described in this Indenture for the purposes of clause (i) of the first proviso
contained in Section 310(b) of the Trust Indenture Act.


 


Section 6.9. Corporate Trustee Required;
Eligibility.


 


There shall at all times be a Trustee hereunder which shall be:


 


(a) a corporation organized and doing
business under the laws of the United States of America or of any State or
Territory or the District of Columbia, authorized under such laws to exercise
corporate trust powers and subject to supervision or examination by Federal,
State, Territorial or District of Columbia authority, or


 


(b) a corporation or other Person
organized and doing business under the laws of a foreign government that is
permitted to act as Trustee pursuant to a rule, regulation or order of the
Commission, authorized under such laws to exercise corporate trust powers, and
subject to supervision or examination by authority of such foreign government
or a political subdivision thereof substantially equivalent to supervision or
examination applicable to United States institutional trustees, in either case
having a combined capital and surplus of at least $50,000,000, subject to
supervision or examination by Federal or State authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then, for the
purposes of this Section 6.9, 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. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this
Section 6.9, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article VI. Neither the Corporation nor any
Person directly or indirectly controlling, controlled by or under common
control with the Corporation shall serve as Trustee for the Securities of any
series issued hereunder.


 


Section 6.10. Resignation and Removal;
Appointment of Successor.


 


(a) No resignation or removal of the
Trustee and no appointment of a successor Trustee pursuant to this Article VI
shall become effective until the acceptance of appointment by the successor
Trustee under Section 6.11.


 


43

















 


(b) The Trustee may resign at any time
with respect to the Securities of one or more series by giving written notice
thereof to the Corporation. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.


 


(c) The Trustee may be removed at any time
with respect to the Securities of any series by Act of the Holders of a
majority in aggregate principal amount of the Outstanding Securities of such
series, delivered to the Trustee and to the Corporation.


 


(d) If at any time:


 


(i) the Trustee shall fail to comply with Section 6.8 after
written request therefor by the Corporation or by any Holder who has been a
bona fide Holder of a Security for at least six months, or


 


(ii) the Trustee shall cease to be eligible under Section 6.9
and shall fail to resign after written request therefor by the Corporation or
by any such Holder, or


 


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


 


then, in any such
case, (i) the Corporation, acting pursuant to the authority of a Board
Resolution, may remove the Trustee with respect to the Securities of all series
issued hereunder, or (ii) subject to Section 5.14, any Holder who has been
a bona fide Holder of a Security for at least six months may, on behalf of such
Holder and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to the Securities of
all series issued hereunder and the appointment of a successor Trustee or
Trustees.


 


(e) If the Trustee shall resign, be
removed or become incapable of acting, or if a vacancy shall occur in the
office of Trustee for any cause with respect to the Securities of one or more
series, the Corporation, by a Board Resolution, shall promptly appoint a
successor Trustee with respect to the Securities of that or those series. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in
aggregate principal amount of the Outstanding Securities of such series
delivered to the Corporation and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee with respect to the Securities of such series and supersede
the successor Trustee appointed by the Corporation. If no successor Trustee
with respect to the Securities of any series shall have been so appointed by
the Corporation or the Holders and accepted appointment in the manner
hereinafter provided, any Holder who has been a bona fide Holder of a Security
of such series for at least six months may, subject to Section 5.14, on
behalf of such Holder and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.


 


(f) The Corporation shall give notice of
each resignation and each removal of the Trustee with respect to the Securities
of any series and each appointment of a successor Trustee with respect to the
Securities of any series by mailing written notice of such event by first-class
mail, postage prepaid, to the Holders of Securities of such series as their
names and addresses appear in the Securities Register. Each


 


44

















 


notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its Corporate Trust
Office.


 


Section 6.11. Acceptance of Appointment by
Successor.


 


(a) In case of the appointment hereunder
of a successor Trustee with respect to all Securities, every such successor
Trustee so appointed shall execute, acknowledge and deliver to the Corporation
and to the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on the request of the Corporation or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all
the rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.


 


(b) In case of the appointment hereunder
of a successor Trustee with respect to the Securities of one or more (but not
all) series, the Corporation, the retiring Trustee and each successor Trustee
with respect to the Securities of one or more series shall execute and deliver
an indenture supplemental hereto wherein each successor Trustee shall accept
such appointment and which (1)
shall contain such provisions as shall be necessary or desirable to transfer
and confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates, (2) if the retiring
Trustee is not retiring with respect to all Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts, and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Corporation or any successor Trustee, such retiring Trustee shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates.


 


(c) Upon request of any such successor
Trustee, the Corporation shall execute any and all instruments for more fully
and certainly vesting in and confirming to such successor Trustee all rights,
powers and trusts referred to in paragraph (a) or (b) of this Section, as the
case may be.


 


(d) No successor Trustee shall accept its
appointment unless at the time of such acceptance such successor Trustee shall
be qualified and eligible under this Article.


 


Section 6.12. Merger, Conversion, Consolidation
or Succession to Business.


 


Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding by sale or otherwise to all or substantially all of


 


45

















 


the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided such corporation shall be
otherwise qualified and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the parties
hereto. In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion,
sale or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated, and in case any
Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor Trustee or
in the name of such successor Trustee, and in all cases the certificate of
authentication shall have the full force which it is provided anywhere in the
Securities or in this Indenture that the certificate of the Trustee shall have.


 


Section 6.13. Preferential Collection of Claims
Against Corporation.


 


If and when the Trustee shall be or become a creditor of the
Corporation (or any other obligor upon the Securities), the Trustee shall be
subject to the provisions of the Trust Indenture Act regarding the collection
of claims against the Corporation (or any such other obligor).


 


Section 6.14. Appointment of Authenticating
Agent.


 


The Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities, which shall be authorized to act
on behalf of the Trustee to authenticate Securities of such series issued upon
original issue and upon exchange, registration of transfer or partial
redemption thereof or pursuant to Section 3.6, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee’s certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Corporation and shall at all
times be a corporation organized and doing business under the laws of the
United States of America, or of any State or Territory thereof or the District
of Columbia, authorized under such laws to act as Authenticating Agent, having
a combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.


 


Any corporation into which an Authenticating Agent may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding by sale or otherwise to all or
substantially all of the corporate trust business of an Authenticating Agent
shall be the successor Authenticating Agent hereunder, provided such
corporation shall be otherwise eligible under this Section, without the execution
or filing of any paper or any further act on the part of the Trustee or the
Authenticating Agent.


 


An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Corporation. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Corporation. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent, which shall be acceptable to the Corporation and shall give notice of
such


 


46

















 


appointment in the manner provided in Section 1.6 to all
Holders of Securities of the series with respect to which such Authenticating
Agent will serve. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provision of this Section.


 


The Trustee agrees to pay to each Authenticating Agent from time
to time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 6.7.


 


If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series may have endorsed
thereon, in addition to the Trustee’s certificate of authentication, an
alternative certificate of authentication in the following form:


 


This is one of the Securities of the series designated therein
referred to in the within mentioned Indenture.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  J.
  P. MORGAN TRUST COMPANY,

  NATIONAL ASSOCIATION,

  
	
   

  	
  As Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  ,

  
	
   

  	
   

  	
  As Authenticating Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  ,

  
	
   

  	
   

  	
  As Authorized Officer

  



 


ARTICLE
VII



HOLDER’S LISTS AND REPORTS BY TRUSTEE AND CORPORATION


 


Section 7.1. Corporation to Furnish Trustee
Names and Addresses of Holders.


 


The Corporation
will furnish or cause to be furnished to the Trustee:


 


(a)  semi-annually, on or before June 30 and
December 31 of each year, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders as of a date not more than
15 days prior to the delivery thereof, and


 


(b) at such other times as the Trustee may
request in writing, within 30 days after the receipt by the Corporation of any
such request, a list of similar form and content as of a date not more than 15
days prior to the time such list is furnished,


 


in each case to
the extent such information is in the possession or control of the corporation
and has not otherwise been received by the Trustee in its capacity as
Securities Registrar.


 


47

















 


Section 7.2. Preservation of Information,
Communications to Holders.


 


(a) The Trustee shall preserve, in as
current a form as is reasonably practicable, the names and addresses of Holders
contained in the most recent list furnished to the Trustee as provided in Section 7.1 and the names
and addresses of Holders received by the Trustee in its capacity as Securities
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.1 upon receipt of a new list so furnished.


 


(b) The rights of Holders to communicate
with other Holders with respect to their rights under this Indenture or under
the Securities, and the corresponding rights and privileges of the Trustee,
shall be as provided in the Trust Indenture Act.


 


(c) Every Holder of Securities, by
receiving and holding the same, agrees with the Corporation and the Trustee
that neither the Corporation nor the Trustee nor any agent of either of them
shall be held accountable by reason of the disclosure of information as to the
names and addresses of the Holders made pursuant to the Trust Indenture Act.


 


Section 7.3. Reports by Trustee.


 


(a) The Trustee shall transmit to Holders
such reports concerning the Trustee and its actions under this Indenture as may
be required pursuant to the Trust Indenture Act, at the times and in the manner
provided pursuant thereto.


 


(b) Reports so required to be transmitted
at stated intervals of not more than 12 months shall be transmitted no later
than January 31 in each calendar year, commencing with January 31, after the
first issuance of Securities under this Indenture.


 


(c) A copy of each such report shall, at
the time of such transmission to Holders, be filed by the Trustee with each
securities exchange upon which any Securities are listed and also with the
Commission. The Corporation will notify the Trustee when any Securities are
listed on any securities exchange.


 


Section 7.4. Reports by Corporation.


 


The Corporation shall file with the Trustee and with the
Commission, and transmit to Holders, such information, documents and other
reports, and such summaries thereof, as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided in the Trust Indenture
Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act shall be
filed with the Trustee within 15 days after the same is required to be filed
with the Commission. Notwithstanding that the Corporation may not be required
to remain subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act, the Corporation shall continue to file with the Commission
and provide the Trustee with the annual reports and the information, documents
and other reports which are specified in Sections 13 and 15(d) of the Exchange
Act. The Corporation also shall comply with the other provisions of Trust
Indenture Act Section 314(a). Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee’s
receipt of such shall not constitute constructive notice of any information
contained therein, including the Corporation’s compliance with any of its
covenants hereunder (as to which the Trustee is entitled to rely exclusively on
Officers’ Certificates).


 


48

















 


ARTICLE
VIII



CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


Section 8.1. Corporation May Consolidate, Etc.,
Only on Certain Terms.


 


The Corporation shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, and no Person shall consolidate with or merge into
the Corporation or convey, transfer or lease its properties and assets
substantially as an entirety to the Corporation, unless:


 


(1) if the Corporation shall consolidate
with or merge into another Person or convey, transfer or lease its properties
and assets substantially as an entirety to any Person, the corporation formed
by such consolidation or into which the Corporation is merged or the Person
that acquires by conveyance or transfer, or that leases, the properties and
assets of the Corporation substantially as an entirety shall be a corporation,
partnership or trust organized and existing under the laws of the United States
of America or any State thereof or the District of Columbia and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, the due and punctual payment of
the principal of (and premium, if any) and interest (including any Additional
Interest) on all the Securities of every series and the performance of every
covenant of this Indenture on the part of the Corporation to be performed or
observed;


 


(2) immediately after giving effect to
such transaction, no Event of Default, and no event that, after notice or lapse
of time, or both, would constitute an Event of Default, shall have happened and
be continuing; and


 


(3) in the case of a transaction covered
by clause (1) above, the Corporation has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and any such supplemental indenture
comply with this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with; and the Trustee, subject
to Section 6.1, may rely upon such Officers’ Certificate and Opinion of
Counsel as conclusive evidence that such transaction complies with this
Section 8.1.


 


Section 8.2. Successor Corporation Substituted.


 


Upon any consolidation or merger by the Corporation with or into
any other Person, or any conveyance, transfer or lease by the Corporation of
its properties and assets substantially as an entirety to any Person in
accordance with Section 8.1, the successor corporation formed by such
consolidation or into which the Corporation is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Corporation under this Indenture
with the same effect as if such successor Person had been named as the
Corporation herein; and in the event of any such conveyance, transfer or lease
the Corporation shall be discharged from all obligations and covenants under
this Indenture and the Securities.


 


Such successor Person may cause to be executed, and may issue
either in its own name or in the name of the Corporation, any or all of the
Securities issuable hereunder that theretofore shall not have been signed by
the Corporation and delivered to the Trustee; and, upon the order of such
successor Person instead of the Corporation and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities that previously shall have been
signed and delivered by the officers of the Corporation to the Trustee for
authentication pursuant to such provisions and any Securities that such
successor Person thereafter shall cause to be executed and


 


49

















 


delivered to the Trustee on its behalf for the purpose pursuant to
such provisions. All the Securities so issued shall in all respects have the
same legal rank and benefit under this Indenture as the Securities theretofore
or thereafter issued in accordance with the terms of this Indenture.


 


In case of any such consolidation, merger, sale, conveyance or
lease, such changes in phraseology and form may be made in the Securities
thereafter to be issued as may be appropriate.


 


Section 8.3. Opinion of Counsel to be Given to
the Trustee.


 


The Trustee shall be provided and, subject to Sections 6.1 and
6.2, shall be fully protected in relying upon Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale, conveyance or lease and any
such assumption complies with the provisions of this Article.


 


ARTICLE
IX



SUPPLEMENTAL INDENTURES


 


Section 9.1. Supplemental Indentures without
Consent of Holders.


 


Without the consent of any Holders, the Corporation, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:


 


(1) to evidence the succession of another
Person to the Corporation, and the assumption by any such successor of the
covenants of the Corporation herein and in the Securities contained; or


 


(2) to convey, transfer, assign, mortgage
or pledge any property to or with the Trustee or to surrender any right or
power herein conferred upon the Corporation; or


 


(3) to establish the form or terms of
Securities of any series as permitted by Sections 2.1 or 3.1; or


 


(4) to add to the covenants of the
Corporation for the benefit of the Holders of all or any series of Securities
(and if such covenants are to be for the benefit of less than all series of
Securities, stating that such covenants are expressly being included solely for
the benefit of the series specified) or to surrender any right or power herein
conferred upon the Corporation; or


 


(5) to add any additional Events of
Default for the benefit of the Holders of all or any series of Securities (and
if such additional Events of Default are to be for the benefit of less than all
series of Securities, stating that such additional Events of Default are
expressly being included solely for the benefit of the series specified); or


 


(6) to change or eliminate any of the
provisions of this Indenture, provided
that any such change or elimination shall (a) become effective only when there
is no Security Outstanding of any series created prior to the execution of such
supplemental indenture that is entitled to the benefit of such provision or (b)
not apply to any Outstanding Securities; or


 


(7)  to cure any ambiguity, to correct or
supplement any provision herein that may be defective or inconsistent with any
other provision herein, or to make any other provisions with respect to matters
or questions arising under this Indenture, provided
that such action pursuant to this clause (7) shall not adversely
affect the interest of the Holders of Securities of any series in any material
respect or, in the


 


50

















 


case of the Securities of a series issued to an Issuer Trust and
for so long as any of the corresponding series of Preferred Securities issued
by such Issuer Trust shall remain outstanding, the holders of such Preferred
Securities; or


 


(8) to evidence and provide for the
acceptance of appointment hereunder by a successor Trustee with respect to the
Securities of one or more series and to add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to
the requirements of Section 6.11(b); or


 


(9) to comply with the requirements of the
Commission in order to effect or maintain qualification of this Indenture under
the Trust Indenture Act.


 


Section 9.2. Supplemental Indentures with
Consent of Holders.


 


With the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities of each series
affected by such supplemental indenture, by Act of said Holders delivered to
the Corporation and the Trustee, the Corporation, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series
under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
of each series affected thereby,


 


(1) change the Stated Maturity of the
principal of, or any installment of interest (including any Additional
Interest) on, any Security, or reduce the principal amount thereof or the rate
of interest thereon or any premium payable upon the redemption thereof, or
change the manner in calculating the rate of interest thereon, or reduce the
amount of principal of a Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.2,
or change the place of payment where, or the coin or currency in which, any
Security or interest thereon is payable, or impair the right to institute suit
for the enforcement of any such payment on or after the Stated Maturity thereof
(or, in the case of redemption, on or after the Redemption Date), or


 


(2) reduce the percentage in aggregate
principal amount of the Outstanding Securities of any series, the consent of
whose Holders is required for any such supplemental indenture, or the consent
of whose Holders is required for any waiver (of compliance with certain
provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture, or


 


(3) modify any of the provisions of this
Section, Section 5.13 or Section 10.5, except to increase any such
percentage or to provide that certain other provisions of this Indenture cannot
be modified or waived without the consent of the Holder of each Security
affected thereby;


 


provided, further,
that, in the case of the Securities of a series issued to an Issuer Trust, so
long as any of the corresponding series of Preferred Securities issued by such
Issuer Trust remains outstanding, (i) no such amendment shall be made that
adversely affects the holders of such Preferred Securities in any material
respect, and no termination of this Indenture shall occur, and no waiver of any
Event of Default or compliance with any covenant under this Indenture shall be
effective, without the prior consent of the holders of at least a majority of
the aggregate Liquidation Amount (as defined in the related Trust Agreement) of
such Preferred Securities then outstanding unless and until the principal of
(and premium, if any, on) the Securities of such series and all accrued and
(subject to Section 3.8 and Section 3.12) unpaid interest (including any
Additional Interest) thereon have been paid in full, and (ii) no amendment
shall be made to Section 5.8 of this Indenture that would impair the
rights of the holders of Preferred


 


51

















 


Securities issued
by any Issuer Trust provided therein without the prior consent of the holders
of each such Capital Security then outstanding unless and until the principal
of (and premium, if any, on) the Securities of such series and all accrued and
(subject to Section 3.8 and Section 3.12) unpaid interest (including any
Additional Interest) thereon have been paid in full.


 


A supplemental indenture that changes or eliminates any covenant
or other provision of this Indenture that has expressly been included solely
for the benefit of one or more particular series of Securities or any
corresponding series of Preferred Securities of an Issuer Trust that holds the
Securities of any series, or that modifies the rights of the Holders of Securities
of such series or holders of such Preferred Securities of such corresponding
series with respect to such covenant or other provision, shall be deemed not to
affect the rights under this Indenture of the Holders of Securities of any
other series or holders of Preferred Securities of any other such corresponding
series.


 


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


 


Section 9.3. Execution of Supplemental
Indentures.


 


In executing or accepting the additional trusts created by any
supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 6.1) shall be fully protected in relying
upon, an Officers’ Certificate and an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture, and that all conditions precedent herein provided for relating to
such action have been complied with. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture that affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


Section 9.4. Effect of Supplemental Indentures.


 


Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes;
and every Holder of Securities theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby.


 


Section 9.5. Conformity with Trust Indenture
Act.


 


Every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the Trust Indenture Act as then in effect.


 


Section 9.6. Reference in Securities to
Supplemental Indentures.


 


Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Corporation, bear a notation in form approved by the Corporation as to any
matter provided for in such supplemental indenture. If the Corporation shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Corporation, to any such supplemental indenture may be prepared
and executed by the Corporation and authenticated and delivered by the Trustee
in exchange for Outstanding Securities of such series.


 


52

















 


Section 9.7. Notice of Supplemental Indentures.


 


Promptly after the execution by the Corporation and the
appropriate Trustee of any supplemental indenture to Section 9.2, the
Corporation shall transmit by mail to all Holders of any series of the
securities affected thereby, as their name and addresses appear in the
Securities Registrar, a notice setting forth in general terms the substance of
each supplemental indenture.


 


ARTICLE
X



COVENANTS


 


Section 10.1. Payment of Principal, Premium and
Interest.


 


The Corporation covenants and agrees for the benefit of each
series of Securities that it will duly and punctually pay the principal of (and
premium, if any) and interest (including any Additional Interest) on the
Securities of that series in accordance with the terms of such Securities and
this Indenture.


 


Section 10.2. Maintenance of Office or Agency.


 


The Corporation will maintain in each Place of Payment for any
series of Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Corporation in respect of the Securities of that series
and this Indenture may be served. The Corporation initially appoints the
Trustee, acting through its Corporate Trust Office, as its agent for said
purposes. The Corporation will give prompt written notice to the Trustee of any
change in the location of any such office or agency. If at any time the
Corporation shall fail to maintain such office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Corporation hereby appoints the Trustee as its agent to
receive all such presentations, surrenders, notices and demands.


 


The Corporation may also from time to time designate one or more
other offices or agencies where the Securities may be presented or surrendered
for any or all of such purposes, and may from time to time rescind such
designations; provided, however, that no such designation or
rescission shall in any manner relieve the Corporation of its obligation to
maintain an office or agency in each Place of Payment for Securities of any
series for such purposes. The Corporation will give prompt written notice to
the Trustee of any such designation and any change in the location of any such
office or agency.


 


Section 10.3. Money for Security Payments to be
Held in Trust.


 


If the Corporation shall at any time act as its own Paying Agent
with respect to any series of Securities, it will, on or before each due date
of the principal of (and premium, if any, on) or interest on any of the
Securities of such series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal (and premium, if
any) or interest so becoming due until such sums shall be paid to such Persons
or otherwise disposed of as herein provided, and will promptly notify the
Trustee of its failure so to act.


 


Whenever the Corporation shall have one or more Paying Agents, it
will, prior to 10:00 a.m., New York City time, on each due date of the
principal of (or premium, if any) or interest (including any Additional
Interest) on any Securities, deposit with a Paying Agent a sum sufficient to
pay the principal


 


53

















 


(and premium, if any) or interest (including any Additional
Interest) so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal (and premium, if any) or interest (including
any Additional Interest), and (unless such Paying Agent is the Trustee) the
Corporation will promptly notify the Trustee of its failure so to act.


 


The Corporation will cause each Paying Agent other than the
Trustee to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this
Section, that such Paying Agent will:


 


(1) hold all sums
held by it for the payment of the principal of (and premium, if any) or
interest (including any Additional Interest) on the Securities of a series in
trust for the benefit of the Persons entitled thereto until such sums shall be
paid to such Persons or otherwise disposed of as herein provided;


 


(2) give the
Trustee notice of any default by the Corporation (or any other obligor upon
such Securities) in the making of any payment of principal (and premium, if
any) or interest (including any Additional Interest) in respect of any Security
of any series;


 


(3) at any time
during the continuance of any default with respect to a series of Securities,
upon the written request of the Trustee, forthwith pay to the Trustee all sums
so held in trust by such Paying Agent with respect to such series; and


 


(4) comply with
the provisions of the Trust Indenture Act applicable to it as a Paying Agent.


 


The Corporation may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Corporation Order direct any Paying Agent to pay, to the Trustee all sums
held in trust by the Corporation or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by the
Corporation or such Paying Agent; and, upon such payment by any Paying Agent to
the Trustee, such Paying Agent shall be released from all further liability
with respect to such money.


 


Any money deposited with the Trustee or any Paying Agent, or then
held by the Corporation in trust for the payment of the principal of (and
premium, if any) or interest (including any Additional Interest) on any
Security and remaining unclaimed for two years after such principal (and
premium, if any) or interest has become due and payable shall (unless otherwise
required by mandatory provision of applicable escheat or abandoned or unclaimed
property law) be paid on Corporation Request to the Corporation, or (if then
held by the Corporation) shall (unless otherwise required by mandatory
provision of applicable escheat or abandoned or unclaimed property law) be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Corporation for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Corporation as trustee thereof,
shall thereupon cease; provided, however, that the Trustee or such Paying
Agent, before being required to make any such repayment, may at the expense of
the Corporation cause to be published once, in a newspaper published in the
English language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed balance
of such money then remaining will be repaid to the Corporation.


 


54

















 


Section 10.4. Statement as to Compliance.


 


The Corporation shall deliver to the Trustee, within 120 days
after the end of each fiscal year of the Corporation ending after the date
hereof, an Officers’ Certificate covering the preceding calendar year, stating
whether or not to the best knowledge of the signers thereof the Corporation is
in default in the performance, observance or fulfillment of or compliance with
any of the terms, provisions, covenants and conditions of this Indenture, and
if the Corporation shall be in default, specifying all such defaults and the
nature and status thereof of which they may have knowledge. For the purpose of
this Section 10.4, compliance shall be determined without regard to any
grace period or requirement of notice provided pursuant to the terms of this
Indenture.


 


Section 10.5. Waiver of Certain Covenants.


 


Subject to the rights of holders of Preferred Securities specified
in Section 9.2, if any, the Corporation may omit in any particular
instance to comply with any covenant or condition provided pursuant to
Section 3.1, 9.1(3) or 9.1(4) with respect to the Securities of any
series, if before or after the time for such compliance the Holders of at least
a majority in aggregate principal amount of the Outstanding Securities of such
series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such covenant or condition, but no
such waiver shall extend to or affect such covenant or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Corporation in respect of any such covenant or condition
shall remain in full force and effect.


 


Section 10.6. Additional Sums.


 


In the case of the Securities of a series initially issued to an
Issuer Trust, so long as no Event of Default has occurred and is continuing and
except as otherwise specified as contemplated by Section 2.1 or
Section 3.1, if (i) an Issuer Trust is the Holder of all of the
Outstanding Securities of such series, and (ii) a Tax Event has occurred and is
continuing in respect of such Issuer Trust, the Corporation shall pay to such
Issuer Trust (and its permitted successors or assigns under the related Trust
Agreement) for so long as such Issuer Trust (or its permitted successor or
assignee) is the registered holder of the Outstanding Securities of such
series, such additional sums as may be necessary in order that the amount of
Distributions (including any Additional Amounts (as defined in such Trust
Agreement)) then due and payable by such Issuer Trust on the related Preferred
Securities and Common Securities that at any time remain outstanding in
accordance with the terms thereof shall not be reduced as a result of any
Additional Taxes arising from such Tax Event (the “Additional Sums”). Whenever in this Indenture or the
Securities there is a reference in any context to the payment of principal of
or interest on the Securities, such mention shall be deemed to include mention
of the payments of the Additional Sums provided for in this paragraph to the
extent that, in such context, Additional Sums are, were or would be payable in
respect thereof pursuant to the provisions of this paragraph and express
mention of the payment of Additional Sums (if applicable) in any provisions
hereof shall not be construed as excluding Additional Sums in those provisions
hereof where such express mention is not made; provided,
however, that the deferral of the
payment of interest pursuant to Section 3.12 or the Securities shall not
defer the payment of any Additional Sums that may be due and payable.


 


Section 10.7. Additional Covenants.


 


The Corporation covenants and agrees with each Holder of
Securities of each series that it shall not (x) declare or pay any dividends or
distributions on, or redeem purchase, acquire or make a liquidation payment
with respect to, any shares of the Corporation’s capital stock, or (y) make any
payment of principal of or interest or premium, if any, on or repay, repurchase
or redeem any debt


 


55

















 


securities of the Corporation that rank pari passu in all respects with or junior in interest to the
Securities of such series (other than (a) repurchases, redemptions or other
acquisitions of shares of capital stock of the Corporation in connection with
any employment contract, benefit plan or other similar arrangement with or for
the benefit of any 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 Corporation (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 an exchange or conversion of
any class or series of the Corporation’s capital stock (or any capital stock of
a Subsidiary of the Corporation) for any class or series of the Corporation’s
capital stock or of any class or series of the Corporation’s indebtedness for
any class or series of the Corporation’s capital stock, (c) the purchase of
fractional interests in shares of the Corporation’s capital stock pursuant to
the conversion or exchange provisions of such capital stock or the security
being converted or exchanged, (d) any declaration of a dividend in connection
with any Rights Plan, or the issuance of rights, stock or other property under
any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or
(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) if at such time (i) there shall have occurred any
event (A) of which the Corporation has actual knowledge that with the giving of
notice or the lapse of time, or both, would constitute an Event of Default with
respect to the Securities of such series, and (B) which the Corporation shall
not have taken reasonable steps to cure, (ii) if the Securities of such series
are held by an Issuer Trust, the Corporation shall be in default with respect
to its payment of any obligations under the Guarantee Agreement relating to the
Preferred Securities issued by such Issuer Trust, or (iii) the Corporation
shall have given notice of its election to begin an Extension Period with
respect to the Securities of such series as provided herein and shall not have
rescinded such notice, or such Extension Period, or any extension thereof,
shall be continuing.


 


The Corporation also covenants with each Holder of Securities of a
series issued to an Issuer Trust (i) to hold, directly or indirectly, 100% of
the Common Securities of such Issuer Trust, provided
that any permitted successor of the Corporation hereunder may succeed to the
Corporation’s ownership of such Common Securities, (ii) as holder of such
Common Securities, not to voluntarily terminate, wind-up or liquidate such
Issuer Trust, other than (a) in connection with a distribution of the
Securities of such series to the holders of the related Preferred Securities in
liquidation of such Issuer Trust, or (b) in connection with certain mergers,
consolidations or amalgamations permitted by the related Trust Agreement, and
(iii) to use its reasonable efforts, consistent with the terms and provisions
of such Trust Agreement, to cause such Issuer Trust to continue not to be
taxable as a corporation for United States federal income tax purposes.


 


Section 10.8. Original Issue Discount.


 


For each year during which any Securities that were issued with
original issue discount are Outstanding, the Corporation shall furnish to each
Paying Agent in a timely fashion such information as may be reasonably
requested by each Paying Agent in order that each Paying Agent may prepare the
information which it is required to report for such year on Internal Revenue
Service Forms 1096 and 1099 pursuant to Section 6049 of the Internal
Revenue Code of 1986, as amended. Such information shall include the amount of
original issue discount includible in income for each $25 of principal amount
at Stated Maturity of outstanding Securities during such year.


 


56

















 


ARTICLE
XI



REDEMPTION OF SECURITIES


 


Section 11.1. Applicability of This Article.


 


Redemption of Securities of any series (whether by operation of a
sinking fund or otherwise) as permitted or required by any form of Security
issued pursuant to this Indenture shall be made in accordance with such form of
Security and this Article; provided,
however, that if any provision of
any such form of Security shall conflict with any provision of this Article,
the provision of such form of Security shall govern. Except as otherwise set
forth in the form of Security for such series, each Security of a series shall
be subject to partial redemption only in the amount of $25 or any integral
multiples thereof.


 


Section 11.2. Election to Redeem; Notice to
Trustee.


 


The election of the Corporation to redeem any Securities shall be
evidenced by or pursuant to a Board Resolution. In case of any redemption at
the election of the Corporation, the Corporation shall, at least 45 days prior
to the Redemption Date (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee and, in the case of Securities of a series held by
an Issuer Trust, the Property Trustee under the related Trust Agreement, of
such date and of the principal amount of Securities of the applicable series to
be redeemed and provide the additional information required to be included in
the notice or notices contemplated by Section 11.4; provided that in the case of any series of
Securities initially issued to an Issuer Trust, for so long as such Securities
are held by such Issuer Trust, such notice shall be given not less than 45 nor
more than 75 days prior to such Redemption Date (unless a shorter notice shall
be satisfactory to the Property Trustee under the related Trust Agreement). In
the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities, the
Corporation shall furnish the Trustee with an Officers’ Certificate and an
Opinion of Counsel evidencing compliance with such restriction.


 


Section 11.3. Selection of Securities to be
Redeemed.


 


If less than all the Securities of any series are to be redeemed,
the particular Securities to be redeemed shall be selected not more than 60
days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of a portion of the principal amount of any Security
of such series, provided that the
unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. If less than all the Securities of such series
and of a specified tenor are to be redeemed (unless such redemption affects
only a single Security), the particular Securities to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series and specified tenor not
previously called for redemption in accordance with the preceding sentence.


 


The Trustee shall promptly notify the Corporation in writing of
the Securities selected for partial redemption and the principal amount thereof
to be redeemed. For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Securities
shall relate, in the case of any Security redeemed or to be redeemed only in
part, to the portion of the principal amount of such Security that has been or
is to be redeemed. If the Company shall so direct, Securities registered in the
name of the Company, any Affiliate or any Subsidiary thereof shall not be
included in the Securities selected for redemption.


 


57

















 


Section 11.4. Notice of Redemption.


 


Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not later than the thirtieth day, and not earlier than the
sixtieth day, prior to the Redemption Date, to each Holder of Securities to be
redeemed, at the address of such Holder as it appears in the Securities
Register, provided that in the
case of any series of Securities initially issued to an Issuer Trust, for so
long as such Securities are held by such Issuer Trust, such notice shall be
given not less than 45 nor more than 75 days prior to such Redemption Date
(unless a shorter notice shall be satisfactory to the Property Trustee under
the related Trust Agreement).


 


With respect to Securities of each series to be redeemed, each
notice of redemption shall state:


 


(a) the Redemption Date;


 


(b) the Redemption Price or, if the
Redemption Price cannot be calculated prior to the time the notice is required
to be sent, the estimate of the Redemption Price together with a statement that
it is an estimate and that the actual Redemption Price will be calculated on
the third Business Day prior to the Redemption Date (and if an estimate is
provided, a further notice shall be sent of the actual Redemption Price on the
date that such Redemption Price is calculated);


 


(c) if less than all Outstanding
Securities of such particular series are to be redeemed, the identification
(and, in the case of partial redemption, the respective principal amounts) of
the particular Securities to be redeemed;


 


(d) that on the Redemption Date, the
Redemption Price will become due and payable upon each such Security or portion
thereof, and that interest (including any Additional Interest) thereon, if any,
shall cease to accrue on and after said date;


 


(e) the place or places where such
Securities are to be surrendered for payment of the Redemption Price;


 


(f) that the redemption is for a sinking
fund, if such is the case; and


 


(g)  such other provisions as may be required in
respect of the terms of a particular series of Securities.


 


Notice of redemption of Securities to be redeemed at the election
of the Corporation shall be given by the Corporation or, at the Corporation’s
request, by the Trustee in the name and at the expense of the Corporation and
shall be irrevocable. The notice if mailed in the manner provided above shall
be conclusively presumed to have been duly given, whether or not the Holder
receives such notice. In any case, a failure to give such notice by mail or any
defect in the notice to the Holder of any Security designated for redemption as
a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security.


 


Section 11.5. Deposit of Redemption Price.


 


Prior to 10:00 a.m., New York City time, on the Redemption Date
specified in the notice of redemption given as provided in Section 11.4,
the Corporation will deposit with the Trustee or with one or more Paying Agents
(or if the Corporation is acting as its own Paying Agent, the Corporation will
segregate and hold in trust as provided in Section 10.3) an amount of
money sufficient to pay the


 


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Redemption Price of, and any accrued interest (including any
Additional Interest) on, all the Securities (or portions thereof) that are to
be redeemed on that date.


 


Section 11.6. Payment of Securities Called for
Redemption.


 


If any notice of redemption has been given as provided in
Section 11.4, the Securities or portion of Securities with respect to
which such notice has been given shall become due and payable on the date and
at the place or places stated in such notice at the applicable Redemption
Price, together with accrued interest (including any Additional Interest) to
the Redemption Date. On presentation and surrender of such Securities at a
Place of Payment in said notice specified, the said Securities or the specified
portions thereof shall be paid and redeemed by the Corporation at the
applicable Redemption Price, together with accrued interest (including any
Additional Interest) to the Redemption Date; provided,
however, that, unless otherwise
specified as contemplated by Section 3.1, installments of interest
(including any Additional Interest) whose Stated Maturity is on or prior to the
Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
relevant record dates according to their terms and the provisions of
Section 3.8.


 


Upon presentation of any Security redeemed in part only, the
Corporation shall execute and the Trustee shall authenticate and deliver to the
Holder thereof, at the expense of the Corporation, a new Security or Securities
of the same series, of authorized denominations, in aggregate principal amount
equal to the unredeemed portion of the Security so presented and having the
same Original Issue Date, Stated Maturity and terms. If a Global Security is so
surrendered, such new Security will also be a new Global Security.


 


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


 


Section 11.7. Right of Redemption of Securities
Initially Issued to an Issuer Trust.


 


In the case of the Securities of a series initially issued to an
Issuer Trust, except as otherwise specified as contemplated by
Section 3.1, the Corporation, at its option, may redeem such Securities
(i) on or after the date specified in such Security, in whole at any time or in
part from time to time, or (ii) upon the occurrence and during the continuation
of a Tax Event or a Capital Treatment Event, at any time within 90 days
following the occurrence and during the continuation of such Tax Event or
Capital Treatment Event, in whole (but not in part), in each case at a
Redemption Price of 100% unless specified in such Security, together with
accrued interest (including any Additional Interest) to the Redemption Date; provided that the Corporation’s right to
redeem such Securities pursuant to clause (i) or (ii) above is subject to the
Corporation having received the prior approval of the Board of Governors of the
Federal Reserve System if required under applicable capital guidelines or
policies of the Board of Governors of the Federal Reserve System.


 


If less than all the Securities of any such series are to be
redeemed, the aggregate principal amount of such Securities remaining
Outstanding after giving effect to such redemption shall be sufficient to
satisfy any provisions of the Trust Agreement related to the Issuer Trust to
which such Securities were issued, including any requirement in such Trust
Agreement as to the minimum Liquidation Amount (as defined in such Trust
Agreement) of Preferred Securities that may be held by a holder of Preferred
Securities thereunder.


 


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ARTICLE
XII



SINKING FUNDS


 


Section 12.1. Applicability of Article.


 


The provisions of this Article shall be applicable to any sinking
fund for the retirement of Securities of any series except as otherwise
specified as contemplated by Section 3.1 for such Securities.


 


The minimum amount of any sinking fund payment provided for by the
terms of any Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any
sinking fund payment in excess of such minimum amount that is permitted to be
made by the terms of such Securities of any series is herein referred to as an “optional sinking fund payment”. If provided
for by the terms of any Securities of any series, the cash amount of any
sinking fund payment may be subject to reduction as provided in
Section 12.2. Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of such Securities.


 


Section 12.2. Satisfaction of Sinking Fund
Payments with Securities.


 


In lieu of making all or any part of a mandatory sinking fund
payment with respect to any Securities of a series in cash, the Corporation may
at its option, at any time no more than 16 months and no less than 45 days
prior to the date on which such sinking fund payment is due, deliver to the
Trustee Securities of such series (together with the unmatured coupons, if any,
appertaining thereto) theretofore purchased or otherwise acquired by the
Corporation, except Securities of such series that have been redeemed through
the application of mandatory or optional sinking fund payments pursuant to the
terms of the Securities of such series, accompanied by a Corporation Order
instructing the Trustee to credit such obligations and stating that the
Securities of such series were originally issued by the Corporation by way of
bona fide sale or other negotiation for value; provided
that the Securities to be so credited have not been previously so credited. The
Securities to be so credited shall be received and credited for such purpose by
the Trustee at the redemption price for such Securities, as specified in the
Securities so to be redeemed, for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.


 


Section 12.3. Redemption of Securities for
Sinking Fund.


 


Not less than 45 days prior to each sinking fund payment date for
any series of Securities, the Corporation will deliver to the Trustee an
Officers’ Certificate specifying the amount of the next ensuing sinking fund
payment for such Securities pursuant to the terms of such Securities, the
portion thereof, if any, which is to be satisfied by payment of cash in the
currency in which the Securities of such series are payable (except as provided
pursuant to Section 3.1) and the portion thereof, if any, that is to be
satisfied by delivering and crediting Securities pursuant to Section 12.2
and will also deliver to the Trustee any Securities to be so delivered. Such
Officers’ Certificate shall be irrevocable and upon its delivery the
Corporation shall be obligated to make the cash payment or payments therein
referred to, if any, on or before the succeeding sinking fund payment date. In
the case of the failure of the Corporation to deliver such Officers’
Certificate (or, as required by this Indenture, the Securities and coupons, if
any, specified in such Officers’ Certificate) by the due date therefor, the
sinking fund payment due on the succeeding sinking fund payment date for such
series shall be paid entirely in cash and shall be sufficient to redeem the
principal amount of the Securities of such series subject to a mandatory
sinking fund payment without the right to deliver or credit securities as
provided in Section 12.2 and without the right to make the optional
sinking fund payment with respect to such series at such time.


 


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Any sinking fund payment or payments (mandatory or optional) made
in cash plus any unused balance of any preceding sinking fund payments made
with respect to the Securities of any particular series shall be applied by the
Trustee (or by the Corporation if the Corporation is acting as its own Paying
Agent) on the sinking fund payment date on which such payment is made (or, if
such payment is made before a sinking fund payment date, on the sinking fund
payment date immediately following the date of such payment) to the redemption
of Securities of such series at the Redemption Price specified in such
Securities with respect to the sinking fund. Any and all sinking fund moneys
with respect to the Securities of any particular series held by the Trustee (or
if the Corporation is acting as its own Paying Agent, segregated and held in
trust as provided in Section 10.3) on the last sinking fund payment date
with respect to Securities of such series and not held for the payment or
redemption of particular Securities of such series shall be applied by the
Trustee (or by the Corporation if the Corporation is acting as its own Paying
Agent), together with other moneys, if necessary, to be deposited (or
segregated) sufficient for the purpose, to the payment of the principal of the
Securities of such series at Maturity. The Trustee shall select the Securities
to be redeemed upon such sinking fund payment date in the manner specified in
Section 11.3 and cause notice of the redemption thereof to be given in the
name of and at the expense of the Corporation in the manner provided in
Section 11.4. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in
Section 11.6. On or before each sinking fund payment date, the Corporation
shall pay to the Trustee (or, if the Corporation is acting as its own Paying
Agent, the Corporation shall segregate and hold in trust as provided in
Section 10.3) in cash a sum in the currency in which Securities of such
series are payable (except as provided pursuant to Section 3.1) equal to
the principal (and premium, if any) and any interest (including any Additional
Interest) accrued to the Redemption Date for Securities or portions thereof to
be redeemed on such sinking fund payment date pursuant to this Section 12.3.


 


Neither the Trustee nor the Corporation shall redeem any
Securities of a series with sinking fund moneys or mail any notice of
redemption of Securities of such series by operation of the sinking fund for
such series during the continuance of a default in payment of interest, if any,
on any Securities of such series or of any Event of Default (other than an
Event of Default occurring as a consequence of this paragraph) with respect to
the Securities of such series, except that if the notice of redemption shall
have been provided in accordance with the provisions hereof, the Trustee (or
the Corporation, if the Corporation is then acting as its own Paying Agent)
shall redeem such Securities if cash sufficient for that purpose shall be
deposited with the Trustee (or segregated by the Corporation) for that purpose
in accordance with the terms of this Article XII. Except as aforesaid, any
moneys in the sinking fund for such series at the time when any such default or
Event of Default shall occur and any moneys thereafter paid into such sinking
fund shall, during the continuance of such default or Event of Default, be held
as security for the payment of the Securities and coupons, if any, of such
series; provided, however, that in case such default or Event
of Default shall have been cured or waived herein, such moneys shall thereafter
be applied on the next sinking fund payment date for the Securities of such
series on which such moneys may be applied pursuant to the provisions of this
Section 12.3.


 


ARTICLE
XIII



SUBORDINATION OF SECURITIES


 


Section 13.1. Securities Subordinate to Senior
Indebtedness.


 


The Corporation covenants and agrees, and each Holder of a
Security, by its acceptance thereof, likewise covenants and agrees, that, to
the extent and in the manner hereinafter set forth in this Article, the payment
of the principal of (and premium, if any) and interest (including any
Additional Interest) on


 


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each and all of the Securities of each and every series are hereby
expressly made subordinate and subject in right of payment to the prior payment
in full of all Senior Indebtedness.


 


Section 13.2. No Payment When Senior Indebtedness
in Default; Payment Over of Proceeds Upon Dissolution, Etc.


 


If the Corporation shall default in the payment of any principal
of (or premium, if any), interest on or any other amount payable on any Senior
Indebtedness when the same becomes due and payable, whether at maturity or at a
date fixed for prepayment or by declaration of acceleration or otherwise, then,
upon written notice of such default to the Corporation by the holders of Senior
Indebtedness or any trustee therefor, unless and until such default shall have
been cured or waived or shall have ceased to exist, no direct or indirect
payment (in cash, property, securities, by set-off or otherwise) shall be made
or agreed to be made on account of the principal of (or premium, if any) or
interest (including any Additional Interest) on any of the Securities, or in
respect of any redemption, repayment, retirement, purchase or other acquisition
of any of the Securities.


 


In the event of (a) any insolvency, bankruptcy, receivership,
liquidation, reorganization, readjustment, composition or other similar
proceedings relating to the Corporation, its creditors or its property, (b) any
proceeding for the liquidation, dissolution or other winding up of the
Corporation, voluntary or involuntary, whether or not involving insolvency or
bankruptcy proceedings, (c) any assignment by the Corporation for the benefit
of creditors or (d) any other marshalling of the assets of the Corporation
(each such event, if any, herein sometimes referred to as a “Proceeding”), all Senior Indebtedness
(including any interest thereon accruing after the commencement of any such
proceedings) shall first be paid in full before any payment or distribution,
whether in cash, securities or other property, shall be made to any Holder of
any of the Securities on account thereof. Any payment or distribution, whether
in cash, securities or other property (other than securities of the Corporation
or any other corporation provided for by a plan of reorganization or
readjustment the payment of which is subordinate, at least to the extent
provided in these subordination provisions with respect to the indebtedness
evidenced by the Securities, to the payment of all Senior Indebtedness at the
time outstanding and to any securities issued in respect thereof under any such
plan of reorganization or readjustment), which would otherwise (but for these
subordination provisions) be payable or deliverable in respect of the
Securities of any series shall be paid or delivered directly to the holders of
Senior Indebtedness in accordance with the priorities then existing among such
holders until all Senior Indebtedness (including any interest thereon accruing
after the commencement of any Proceeding) shall have been paid in full.


 


In the event of any Proceeding, after payment in full of all sums
owing with respect to Senior Indebtedness, the Holders of the Securities,
together with the holders of any obligations of the Corporation ranking on a
parity with the Securities (which for this purpose only shall include the
Allocable Amounts of Senior Subordinated Debt), shall be entitled to be paid
from the remaining assets of the Corporation the amounts at the time due and
owing on account of unpaid principal of (and premium, if any) and interest on
the Securities and such other obligations before any payment or other
distribution, whether in cash, property or otherwise, shall be made on account
of any capital stock or any obligations of the Corporation ranking junior to
the Securities and such other obligations. If, notwithstanding the foregoing,
any payment or distribution of any character or any security, whether in cash,
securities or other property (other than securities of the Corporation or any
other corporation provided for by a plan of reorganization or readjustment the
payment of which is subordinate, at least to the extent provided in these
subordination provisions with respect to the indebtedness evidenced by the
Securities, to the payment of all Senior Indebtedness at the time outstanding
and to any securities issued in respect thereof under any such plan of
reorganization or readjustment), shall be received by the Trustee or any Holder
in contravention of any of the terms hereof and before all Senior Indebtedness
shall have been paid in full, such payment or distribution or security shall be
received in trust for the benefit of, and shall be paid over


 


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or delivered and transferred to, the holders of the Senior
Indebtedness at the time outstanding in accordance with the priorities then
existing among such holders for application to the payment of all Senior
Indebtedness remaining unpaid, to the extent necessary to pay all such Senior
Indebtedness in full. In the event of the failure of the Trustee or any Holder
to endorse or assign any such payment, distribution or security, each holder of
Senior Indebtedness is hereby irrevocably authorized to endorse or assign the
same.


 


The Trustee and the Holders shall take such action (including,
without limitation, the delivery of this Indenture to an agent for the holders
of Senior Indebtedness or consent to the filing of a financing statement with
respect hereto) as may, in the opinion of counsel designated by the holders of
a majority in principal amount of the Senior Indebtedness at the time
outstanding, be necessary or appropriate to assure the effectiveness of the
subordination effected by these provisions.


 


The provisions of this Section 13.2 shall not impair any
rights, interests, remedies or powers of any secured creditor of the
Corporation in respect of any security interest the creation of which is not
prohibited by the provisions of this Indenture.


 


The securing of any obligations of the Corporation, otherwise
ranking on a parity with the Securities or ranking junior to the Securities,
shall not be deemed to prevent such obligations from constituting,
respectively, obligations ranking on a parity with the Securities or ranking
junior to the Securities.


 


Section 13.3. Payment Permitted If No Default.


 


Nothing contained in this Article or elsewhere in this Indenture
or in any of the Securities shall prevent (a) the Corporation, at any time,
except during the pendency of the conditions described in the first paragraph
of Section 13.2 or of any Proceeding referred to in Section 13.2,
from making payments at any time of principal of (and premium, if any) or
interest (including any Additional Interest) on the Securities, or (b) the
application by the Trustee of any moneys deposited with it hereunder to the
payment of or on account of the principal of (and premium, if any) or interest
(including any Additional Interest) on the Securities or the retention of such
payment by the Holders, if, at the time of such application by the Trustee, it
did not have knowledge that such payment would have been prohibited by the
provisions of this Article.


 


Section 13.4. Subrogation to Rights of Holders of
Senior Indebtedness.


 


Subject to the payment in full of all amounts due or to become due
on all Senior Indebtedness, or the provision for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior
Indebtedness, the Holders of the Securities shall be subrogated to the extent
of the payments or distributions made to the holders of such Senior
Indebtedness pursuant to the provisions of this Article (equally and ratably
with the holders of all indebtedness of the Corporation that by its express
terms is subordinated to Senior Indebtedness of the Corporation to
substantially the same extent as the Securities are subordinated to the Senior
Indebtedness and is entitled to like rights of subrogation by reason of any
payments or distributions made to holders of such Senior Indebtedness) to the
rights of the holders of such Senior Indebtedness to receive payments and
distributions of cash, property and securities applicable to the Senior
Indebtedness until the principal of (and premium, if any) and interest
(including any Additional Interest) on the Securities shall be paid in full.
For purposes of such subrogation, no payments or distributions to the holders
of the Senior Indebtedness of any cash, property or securities to which the
Holders of the Securities or the Trustee would be entitled except for the
provisions of this Article, and no payments over pursuant to the provisions of
this Article to the holders of Senior Indebtedness by Holders of the Securities
or the Trustee, shall, as among the Corporation, its creditors


 


63

















 


other than holders of Senior Indebtedness, and the Holders of the
Securities, be deemed to be a payment or distribution by the Corporation to or
on account of the Senior Indebtedness.


 


Section 13.5. Provisions Solely to Define
Relative Rights.


 


The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Indebtedness on the other hand. Nothing
contained in this Article or elsewhere in this Indenture or in the Securities
is intended to or shall (a) impair, as between the Corporation and the Holders of
the Securities, the obligations of the Corporation, which are absolute and
unconditional, to pay to the Holders of the Securities the principal of (and
premium, if any) and interest (including any Additional Interest) on the
Securities as and when the same shall become due and payable in accordance with
their terms; or (b) affect the relative rights against the Corporation of the
Holders of the Securities and creditors of the Corporation other than their
rights in relation to the holders of Senior Indebtedness; or (c) prevent the
Trustee or the Holder of any Security (or to the extent expressly provided
herein, the holder of any Capital Security) from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture,
including filing and voting claims in any Proceeding, subject to the rights, if
any, under this Article of the holders of Senior Indebtedness to receive cash,
property and securities otherwise payable or deliverable to the Trustee or such
Holder.


 


Section 13.6. Trustee to Effectuate
Subordination.


 


Each Holder of a Security by his or her acceptance thereof
authorizes and directs the Trustee on his or her behalf to take such action as
may be necessary or appropriate to acknowledge or effectuate the subordination
provided in this Article and appoints the Trustee his or her attorney-in-fact
for any and all such purposes.


 


Section 13.7. No Waiver of Subordination
Provisions.


 


No right of any present or future holder of any Senior
Indebtedness to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Corporation or by any act or failure to act, in good faith, by any such
holder, or by any noncompliance by the Corporation with the terms, provisions
and covenants of this Indenture, regardless of any knowledge thereof that any
such holder may have or be otherwise charged with.


 


Without in any way limiting the generality of the immediately
preceding paragraph, the holders of Senior Indebtedness may, at any time and
from to time, without the consent of or notice to the Trustee or the Holders of
the Securities of any series, without incurring responsibility to such Holders
of the Securities and without impairing or releasing the subordination provided
in this Article or the obligations hereunder of such Holders of the Securities
to the holders of Senior Indebtedness, do any one or more of the following: (i)
change the manner, place or terms of payment or extend the time of payment of,
or renew or alter, Senior Indebtedness, or otherwise amend or supplement in any
manner Senior Indebtedness or any instrument evidencing the same or any
agreement under which Senior Indebtedness is outstanding; (ii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing Senior Indebtedness; (iii) release any Person liable in any manner for
the collection of Senior Indebtedness; and (iv) exercise or refrain from
exercising any rights against the Corporation and any other Person.


 


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Section 13.8. Notice to Trustee.


 


The Corporation shall give prompt written notice to the Trustee of
any fact known to the Corporation that would prohibit the making of any payment
to or by the Trustee in respect of the Securities. Notwithstanding the
provisions of this Article or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts that
would prohibit the making of any payment to or by the Trustee in respect of the
Securities, unless and until the Trustee shall have received written notice
thereof from the Corporation or a holder of Senior Indebtedness or from any
trustee, agent or representative therefor; provided,
however, that if the Trustee
shall not have received the notice provided for in this Section at least
two Business Days prior to the date upon which by the terms hereof any monies
may become payable for any purpose (including, the payment of the principal of
(and premium, if any, on) or interest (including any Additional Interest) on
any Security), then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such monies and to
apply the same to the purpose for which they were received and shall not be
affected by any notice to the contrary that may be received by it within two
Business Days prior to such date.


 


Subject to the provisions of Section 6.1, the Trustee shall
be entitled to rely on the delivery to it of a written notice by a Person
representing himself or herself to be a holder of Senior Indebtedness (or a
trustee or attorney-in-fact therefor) to establish that such notice has been
given by a holder of Senior Indebtedness (or a trustee or attorney-in-fact therefor).
In the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article, and if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.


 


Section 13.9. Reliance on Judicial Order or
Certificate of Liquidating Agent.


 


Upon any payment or distribution of assets of the Corporation
referred to in this Article, the Trustee, subject to the provisions of
Section 6.1, and the Holders of the Securities shall be entitled to rely
upon any order or decree entered by any court of competent jurisdiction in
which such Proceeding is pending, or a certificate of the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit
of creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Holders of Securities, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Indebtedness and other indebtedness of
the Corporation, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this
Article.


 


Section 13.10. Trustee Not Fiduciary for Holders
of Senior Indebtedness.


 


The Trustee, in its capacity as trustee under this Indenture,
shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness and shall not be liable to any such holders if it shall in good
faith mistakenly pay over or distribute to Holders of Securities or to the
Corporation or to any other Person cash, property or securities to which any
holders of Senior Indebtedness shall be entitled by virtue of this Article or
otherwise. With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants or obligations
as are specifically set forth in this Article and no implied covenants or
obligations with respect to holders of Senior Indebtedness shall be read into
this Indenture against the Trustee.


 


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Section 13.11. Rights of Trustee as Holder of
Senior Indebtedness; Preservation of Trustee’s Rights.


 


The Trustee in its individual capacity shall be entitled to all
the rights set forth in this Article with respect to any Senior Indebtedness
that may at any time be held by it, to the same extent as any other holder of
Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of
any of its rights as such holder. Nothing in this Article shall apply to claims
of, or payments to, the Trustee under or pursuant to Section 6.7.


 


Section 13.12. Article Applicable to Paying
Agents.


 


If at any time any Paying Agent other than the Trustee shall have
been appointed by the Corporation and be then acting hereunder, the term “Trustee” as used in this Article shall in
such case (unless the context otherwise requires) be construed as extending to
and including such Paying Agent within its meaning as fully for all intents and
purposes as if such Paying Agent were named in this Article in addition to or
in place of the Trustee.


 


Section 13.13. Certain Conversion or Exchanges
Deemed Payment.


 


For the purposes of this Article only, (a) the issuance and
delivery of junior securities upon conversion or exchange of Securities shall
not be deemed to constitute a payment or distribution on account of the
principal of (or premium, if any) or interest (including any Additional
Interest) on Securities or on account of the purchase or other acquisition of
Securities, and (b) the payment, issuance or delivery of cash, property, or
securities (other than junior securities) upon conversion or exchange of a
Security shall be deemed to constitute payment on the account of the principal
of such security. For the purposes of this Section, the term “junior securities”
means (i) shares of any stock of any class of the Corporation and (ii)
securities of the Corporation which are subordinated in right of payment to all
Senior Debt which may be outstanding at the time of issuance or delivery of
such securities to substantially the same extent as, or to a greater extent
than, the Securities are so subordinated as provided in this Article.


 


[The remainder of this page left blank intentionally; The
signature page follows.]


 


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This Indenture may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.


 


IN WITNESS WHEREOF, the parties hereto have caused this Indenture
to be duly executed, and their respective corporate seals to be hereunto
affixed and attested, all as of the day and year first above written.


 


	
   

  	
  ZIONS
  BANCORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Doyle L Arnold

  	
   

  
	
   

  	
   

  	
  Name:
  Doyle L. Arnold

  
	
   

  	
   

  	
  Title:
  Executive Vice President

  
	
   

  	
   

  
	
  Attest:

  	
  /s/ Jennifer
  Jolley

  	
   

  	
   

  
	
  Assistant Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
  J.
  P. MORGAN TRUST COMPANY

  NATIONAL ASSOCIATION,

  
	
   

  	
  as
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mitch Gardner

  	
   

  
	
   

  	
   

  	
  Name:
  Mitch Gardner

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  
	
  Attest:

  	
  /s/ James Myers

  	
   

  	
   

  
	
   

  	
  Name: James
  Myers

  	
   

  
	
   

  	
  Title: Vice
  President

  	
   

  
								



 


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