Exhibit 4.3


    Exhibit
      4.3 

     

    


     

    Replacement
      Capital Covenant,
      dated
      as of June 23, 2006 (this “Replacement
      Capital Covenant”),
      by
      Dominion Resources, Inc., a Virginia corporation (together with its successors
      and assigns, the “Corporation”),
      in
      favor of and for the benefit of each Covered Debtholder (as defined below).
      

     

    Recitals
      

     

    A.
      On the
      date hereof, the Corporation is issuing $300,000,000 aggregate principal amount
      of its 2006 Series A Enhanced Junior Subordinated Notes Due 2066 (the
“Notes”).
      

     

    B.
      This
      Replacement Capital Covenant is the “Replacement Capital Covenant” referred to
      in the Prospectus Supplement, dated June 20, 2006, relating to the Notes.


     

    C.
      The
      Corporation, in entering into and disclosing the content of this Replacement
      Capital Covenant in the manner provided below, is doing so with the intent
      that
      the covenants provided for in this Replacement Capital Covenant be enforceable
      by each Covered Debtholder and the Corporation be estopped from disregarding
      the
      covenants in this Replacement Capital Covenant, in each case to the fullest
      extent permitted by applicable law. 

     

    NOW,
      THEREFORE,
      the
      Corporation hereby covenants and agrees as follows in favor of and for the
      benefit of each Covered Debtholder. 

     

    SECTION
      1. Definitions.
      Capitalized terms used in this Replacement Capital Covenant (including the
      Recitals) have the meanings set forth in Schedule I hereto. 

     

    SECTION
      2. Limitations
      on Redemption and Repurchase of Notes.
      The
      Corporation hereby promises and covenants to and for the benefit of each Covered
      Debtholder that the Corporation shall not redeem or repurchase all or any part
      of the Notes on or before June 30, 2036 except to the extent that the total
      redemption or repurchase price therefor is equal to or less than the sum of
      (i) the Applicable Percentage of the aggregate net cash proceeds received
      by the Corporation or its Subsidiaries from non-affiliates during the 180 days
      prior to the applicable redemption or repurchase date from the issuance and
      sale
      of Common Stock of the Corporation plus
      (ii) 100%
      of the aggregate net cash proceeds received by the Corporation or its
      Subsidiaries from non-affiliates during the 180 days prior to the applicable
      redemption or repurchase date from the issuance and sale of Replacement Capital
      Securities of the Corporation (other than Common Stock). For the avoidance
      of
      doubt, persons covered by Corporation’s dividend reinvestment plan, direct stock
      purchase plan and employee benefit plans shall be deemed non-affiliates for
      purposes of this Section 2. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    SECTION
      3. Covered
      Debt.
      (a) The Corporation represents and warrants that the Initial Covered Debt
      is Eligible Debt. 

     

    (b)
      (i) During the period commencing on the earlier of (x) the date two
      years and 30 days prior to the final maturity date for the then effective
      Covered Debt and (y) the date on which the Corporation gives notice of
      redemption of the then effective Covered Debt, if such redemption is in whole
      or
      in part and, after giving effect to such redemption, the outstanding principal
      of such Covered Debt would be less than $100,000,000, or (ii) if earlier
      than the date specified in clauses (x) and (y) of this
      Section 3(b)(i), on the date on which the Corporation or a Subsidiary of
      the Corporation repurchases the then effective Covered Debt in whole or in
      part
      and, after giving effect to such repurchase, the outstanding principal amount
      of
      such Covered Debt would be less than $100,000,000, the Corporation shall
      identify the series of Eligible Debt that will become the Covered Debt on the
      related Redesignation Date in accordance with the following procedures:


     

    (A)
      the
      Corporation shall identify each series of its then outstanding long-term
      indebtedness for money borrowed that is Eligible Debt; 

     

    (B)
      if
      only one series of the Corporation’s then outstanding long-term indebtedness for
      money borrowed is Eligible Debt, such series shall become the Covered Debt
      commencing on the related Redesignation Date; 

     

    (C)
      if
      the Corporation has more than one outstanding series of long-term indebtedness
      for money borrowed that is Eligible Debt, then the Corporation shall identify
      a
      specific series that has a final maturity date that is at least three years
      after the date on which the Corporation is applying the procedures in this
      Section 3(b) and such series shall become the Covered Debt on the upcoming
      Redesignation Date; 

     

    (D)
      the
      series of outstanding long-term indebtedness for money borrowed that is
      determined to be Covered Debt pursuant to clause (B) or (C) above
      shall be the Covered Debt for purposes of this Replacement Capital Covenant
      for
      the period commencing on the related Redesignation Date and continuing to but
      not including the Redesignation Date as of which a new series of outstanding
      long-term indebtedness is next determined to be the Covered Debt pursuant to
      the
      procedures set forth in this Section 3(b); and 

     

    (E)
      in
      connection with such identification of a new series of Covered Debt, the
      Corporation shall give the notice provided for in Section 3(d) within the
      time frame provided for in such section. 

     

    (c)
      Notwithstanding any other provisions of this Replacement Capital Covenant,
      if a
      series of Eligible Senior Debt has become the Covered Debt in accordance with
      Section 3(b), on the date on which the Corporation or a Subsidiary of the
      Corporation issues a new series of Eligible Subordinated Debt, then immediately
      upon such issuance such series shall become the Covered Debt and the applicable
      series of Eligible Senior Debt shall cease to be Covered Debt. 

     

    -2-


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (d)
      Notice.
      In
      order to give effect to the intent of the Corporation described in Recital
      C,
      the Corporation covenants that (a) simultaneously with the execution of
      this Replacement Capital Covenant, or as soon as practicable after the date
      hereof, it shall give notice to the Holders of the Initial Covered Debt, in
      the
      manner provided in the indenture relating to the Initial Covered Debt, of this
      Replacement Capital Covenant and the rights granted to such Holders hereunder;
      (b) so long as the Corporation is a reporting company under the Securities
      Exchange Act, the Corporation will include in each annual report filed with
      the
      Commission on Form 10-K under the Securities Exchange Act a description of
      the
      covenant set forth in Section 2 and identify the series of long-term
      indebtedness for borrowed money that is Covered Debt as of the date such Form
      10-K is filed with the Commission; (c) if a series of the Corporation’s
      long-term indebtedness for money borrowed (1) becomes Covered Debt or
      (2) ceases to be Covered Debt, give notice of such occurrence within 30
      days to the holders of such long-term indebtedness for money borrowed in the
      manner provided for in the indenture, fiscal agency agreement or other
      instrument under which such long-term indebtedness for money borrowed was issued
      and report such change in the Corporation’s next quarterly report on Form 10-Q
      or annual report on Form 10-K, as applicable; (d) if, and only if, the
      Corporation ceases to be a reporting company under the Securities Exchange
      Act,
      post on its website the information otherwise required to be included in
      Securities Exchange Act filings pursuant to clauses (b) and (c) above;
      and (e) promptly upon request by any Holder of Covered Debt, provide such
      Holder with an executed copy of this Replacement Capital Covenant. 

     

    SECTION
      4. Termination
      and Amendment.
      (a) The obligations of the Corporation pursuant to this Replacement Capital
      Covenant shall remain in full force and effect until the earliest date (the
      “Termination
      Date”)
      to
      occur of (i) June 30, 2036, (ii) the date, if any, on which the
      Holders of at least 51% by principal amount of the then effective series of
      Covered Debt consent or agree in writing to the termination of the obligations
      of the Corporation hereunder and (iii) the date on which the Corporation
      ceases to have any series of outstanding Eligible Senior Debt or Eligible
      Subordinated Debt (in each case without giving effect to the rating requirement
      in clause (ii) of the definition of each such term). From and after the
      Termination Date, the obligations of the Corporation pursuant to this
      Replacement Capital Covenant shall be of no further force and effect with
      respect to the Holders, or otherwise. 

     

    (b)
      This
      Replacement Capital Covenant may be amended or supplemented from time to time
      by
      a written instrument signed by the Corporation with the consent of the Holders
      of at least 51% by principal amount of the then effective series of Covered
      Debt, provided that this Replacement Capital Covenant may be amended or
      supplemented from time to time by a written instrument signed by the Corporation
      (and without the consent of the Holders) if the Board of Directors has
      determined that such amendment or supplement is not adverse to the Holders
      of
      the then effective series of Covered Debt. 

    


    


    -3-


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (c)
      For
      purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement
      is
      required to terminate, amend or supplement this Replacement Capital Covenant
      or
      the obligations of the Corporation hereunder shall be the Holders of the then
      effective Covered Debt as of a record date established by the Corporation that
      is not more than 30 days prior to the date on which the Corporation proposes
      that such termination, amendment or supplement becomes effective. 

     

    SECTION
      5. Miscellaneous.
      (a) This
      Replacement Capital Covenant shall be governed by and construed in accordance
      with the laws of the State of New York without regard to choice of law
      principles. 

     

    (b)
      This
      Replacement Capital Covenant shall be binding upon the Corporation and its
      successors and assigns and shall inure to the benefit of the Covered Debtholders
      as they exist from time-to-time (it being understood and agreed by the
      Corporation that any Person who is a Covered Debtholder at the time such Person
      acquires or immediately after such Person sells Covered Debt shall retain its
      status as a Covered Debtholder for so long as the series of long-term
      indebtedness for borrowed money owned by such Person is Covered Debt and, if
      such Person initiates a claim or proceeding to enforce its rights under this
      Replacement Capital Covenant after the Corporation has violated its covenants
      in
      Section 2 and before the series of long-term indebtedness for money
      borrowed held by such Person is no longer Covered Debt, such Person’s rights
      under this Replacement Capital Covenant shall not terminate by reason of such
      series of long-term indebtedness for money borrowed no longer being Covered
      Debt). 

     

    (c)
      The
      Corporation acknowledges that reliance by each Covered Debtholder upon the
      covenants in this Replacement Capital Covenant is reasonable and foreseeable
      by
      the Corporation and that, were the Corporation to disregard its covenants in
      this Replacement Capital Covenant, each Covered Debtholder would have sustained
      an injury as a result of its reliance on such covenants. 

     

    (d)
      All
      demands, notices, requests and other communications to the Corporation under
      this Replacement Capital Covenant shall be deemed to have been duly given and
      made if in writing and (i) if served by personal delivery upon the
      Corporation, on the day so delivered (or, if such day is not a Business Day,
      the
      next succeeding Business Day), (ii) if delivered by registered post or
      certified mail, return receipt requested, or sent to the Corporation by a
      national or international courier service, on the date of receipt by the
      Corporation (or, if such date of receipt is not a Business Day, the next
      succeeding Business Day), or (iii) if sent by telecopier, on the day
      telecopied, or if not a Business Day, the next succeeding Business Day, provided
      that the telecopy is promptly confirmed by telephone confirmation thereof,
      and
      in each case to the Corporation at the address set forth below, or at such
      other
      address as the Corporation may thereafter post on its website as the address
      for
      notices under this Replacement Capital Covenant: 

     

    Dominion
      Resources, Inc. 

    Attention:
      James P. Carney, Assistant-Treasurer - Corporate Finance 

    Facsimile
      No: (804) 819-2211 

     

    


    -4-


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    IN
      WITNESS WHEREOF,
      the
      Corporation has caused this Replacement Capital Covenant to be executed by
      its
      duly authorized officer as of the day and year first above written.


     

    
      	
              Dominion
                Resources, Inc.

            
	 	 
	
              By:

            	
              /s/G.
                Scott Hetzer

            
	
              Name:

            	
              G.
                Scott Hetzer

            
	
              Title:

            	
              Senior
                Vice President and Treasurer

            


    

    


    


    -5-

     


    
      
        
          


        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    Schedule
      I 

     

    Definitions
      

     

    “Alternative
      Payment Mechanism”
means,
      with respect to any securities or combination of securities referred to in
      the
      definition of Replacement Capital Securities, that such securities or related
      transaction agreements include a provision to the effect that, if the
      Corporation has exhausted its rights to defer Distributions at its option
      pursuant to an Optional Deferral Provision or if any Mandatory Trigger Provision
      has become applicable, the Corporation may or shall, as applicable, unless
      a
      Market Disruption Event has occurred and is continuing, (i) issue and sell
      shares of its common stock and/or Qualifying Preferred Stock or Qualifying
      Non-Cumulative Preferred Stock, as applicable, during the 180 days prior to
      each
      applicable Distribution Date, in amount such that the net proceeds of such
      sale
      shall equal or exceed such Distributions and (ii) apply the net proceeds of
      such sale to pay Distributions to be paid in full. 

     

    “Applicable
      Percentage”
means,
      in respect of any issuance and sale of Common Stock during the 180 days prior
      to
      the date of redemption or repurchase of any Notes, (i) if such Notes are
      redeemed or repurchased after the date hereof and on or before June 30,
      2016, 200% and (ii) if such Notes are redeemed or repurchased after
      June 30, 2016 and on or prior to June 30, 2036, 400%. 

     

    “Board
      of Directors”
      means
      the Board of Directors of the Corporation or a duly constituted committee
      thereof. 

     

    “Business
      Day”
means
      each day other than (i) a Saturday or Sunday or (ii) a day on which
      banking institutions in the City of New York are authorized or obligated by
      law,
      regulation or executive order to close. 

     

    “Commission”
means
      the United States Securities and Exchange Commission. 

     

    “Common
      Equity Units”
means
      a
      security (or combination of securities) that mandatorily converts into Common
      Stock after no more than three years and gives the holder (i) a beneficial
      interest in a fixed income security of the Corporation (debt, trust preferred
      or
      preferred) that may or may not be remarketed to new investors during the term
      of
      the fixed income security and (ii) a fractional interest in a contract to
      purchase Common Stock. 

     

    “Common
      Stock”
means
      common stock of the Corporation (including treasury shares of common stock
      and
      shares of common stock sold pursuant to the Corporation’s dividend reinvestment
      plan, direct stock purchase plan and employee benefit plans). 

     

    “Corporation”
has
      the
      meaning specified in the introduction to this instrument. 

     

    “Covered
      Debtholder”
means
      each Person (whether a Holder or a beneficial owner holding through a
      participant in a clearing agency) that buys, holds or sells long-term
      indebtedness for money borrowed of the Corporation during the period that such
      long-term indebtedness for money borrowed is Covered Debt, provided that a
      Person who has sold all its right, title and interest in Covered Debt shall
      cease to be a Covered Debtholder at the time of such sale if, at such time,
      the
      Corporation has not breached or repudiated, or threatened to breach or
      repudiate, its obligations hereunder. 

     

    


     

    I-1


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    “Covered
      Debt”
means
      (i) at the date of this Replacement Capital Covenant and continuing to but
      not including the first Redesignation Date, the Initial Covered Debt and
      (ii) thereafter, commencing with each Redesignation Date and continuing to
      but not including the next succeeding Redesignation Date, the Eligible Debt
      identified pursuant to Section 3(b) as the Covered Debt for such period.


     

    “Distribution
      Date”
means,
      as to any securities or combination of securities, the dates on which periodic
      Distributions on such securities are scheduled to be made. 

     

    “Distribution
      Period”
means,
      as to any securities or combination of securities, each period from and
      including a Distribution Date for such securities to but not including the
      next
      succeeding Distribution Date for such securities. 

     

    “Distributions”
means,
      as to a security or combination of securities, dividends, interest payments
      or
      other income distributions to the holders thereof that are not Subsidiaries
      of
      the Corporation. 

     

    “Eligible
      Debt”
means,
      at any time, Eligible Subordinated Debt or, if no Eligible Subordinated Debt
      is
      then outstanding, Eligible Senior Debt. 

     

    “Eligible
      Senior Debt”
means,
      at any time in respect of any issuer, each series of outstanding long-term
      indebtedness for money borrowed of such issuer that (i) upon a bankruptcy,
      liquidation, dissolution or winding up of the issuer, ranks most senior among
      the issuer’s then outstanding classes of indebtedness for money borrowed,
      (ii) is then assigned a rating by at least one NRSRO (provided that this
      clause shall apply on a Redesignation Date only if on such date the issuer
      has
      outstanding senior long-term indebtedness for money borrowed that satisfies
      the
      requirements of clauses (i), (iii) and (iv) that is then assigned a
      rating by at least one NRSRO), (iii) has an outstanding principal amount of
      not less than $100,000,000, and (iv) was issued through or with the
      assistance of a commercial or investment banking firm or firms acting as
      underwriters, initial purchasers or placement or distribution agents. For
      purposes of this definition as applied to securities with a CUSIP number, each
      issuance of long-term indebtedness for money borrowed that has (or, if such
      indebtedness is held by a trust or other intermediate entity established
      directly or indirectly by the issuer, the securities of such intermediate entity
      have) a separate CUSIP number shall be deemed to be a series of the issuer’s
      long-term indebtedness for money borrowed that is separate from each other
      series of such indebtedness. 

     

    “Eligible
      Subordinated Debt”
means,
      at any time in respect of any issuer, each series of the issuer’s then
      outstanding long-term indebtedness for money borrowed that (i) upon a
      bankruptcy, liquidation, dissolution or winding up of the issuer, 

     

    


     

    


     

    I-2


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    ranks
      subordinate to the issuer’s then outstanding series of indebtedness for money
      borrowed that ranks most senior, (ii) is then assigned a rating by at least
      one NRSRO (provided that this clause (ii) shall apply on a Redesignation
      Date only if on such date the issuer has outstanding subordinated long-term
      indebtedness for money borrowed that satisfies the requirements in clauses
      (i),
      (iii) and (iv) that is then assigned a rating by at least one NRSRO),
      (iii) has an outstanding principal amount of not less than $100,000,000,
      and (iv) was issued through or with the assistance of a commercial or
      investment banking firm or firms acting as underwriters, initial purchasers
      or
      placement or distribution agents. For purposes of this definition as applied
      to
      securities with a CUSIP number, each issuance of long-term indebtedness for
      money borrowed that has (or, if such indebtedness is held by a trust or other
      intermediate entity established directly or indirectly by the issuer, the
      securities of such intermediate entity have) a separate CUSIP number shall
      be
      deemed to be a series of the issuer’s long-term indebtedness for money borrowed
      that is separate from each other series of such indebtedness.

     

    “Explicit
      Replacement Covenant”
      means,
      as to any security or combination of securities, that the Corporation has made
      a
      covenant substantially similar to the Replacement Capital Covenant to the effect
      that the Corporation will redeem or repurchase such securities only if and
      to
      the extent that the total redemption or repurchase price is equal to or less
      than the net proceeds received from the issuance and sale of Replacement Capital
      Securities, substantially as defined herein but as applied to such securities
      instead of to the Notes, raised within 180 days prior to the applicable
      redemption or repurchase date, and that the Board of Directors has determined
      that such covenant is binding on the Corporation for the benefit of one or
      more
      series of the Corporation’s long-term indebtedness for money borrowed to the
      same extent as this Replacement Capital Covenant is binding on the Corporation
      for the benefit of the Holders of the Initial Covered Debt. 

     

    “First
      Supplemental Indenture”
means
      the First Supplemental Indenture, dated as of June 1, 2006, to the Junior
      Subordinated Indenture II, dated as of June 1, 2006, between the
      Corporation and JPMorgan Chase Bank, N.A., as trustee. 

     

    “Holder”
means,
      as to the Covered Debt then in effect, each holder of such Covered Debt as
      reflected on the securities register maintained by or on behalf of the
      Corporation with respect to such Covered Debt. 

     

    “Initial
      Covered Debt”
means
      the 8.4% Capital Securities issued on January 12, 2001 by Dominion
      Resources Capital Trust III (CUSIP No. 25746NAA3). 

     

    “Intent-Based
      Replacement Disclosure”
means,
      as to any security or combination of securities issued, directly or indirectly,
      by the Corporation, that the Corporation has publicly stated its intention,
      either in the prospectus or other offering document under which such securities
      were initially offered for sale or in filings with the Commission made by the
      Corporation under the Securities Exchange Act prior to or contemporaneously
      with
      the issuance of such securities, that the Corporation will redeem or repurchase
      such securities only with Replacement Capital Securities, substantially as
      defined herein but as applied to such securities instead of to the Notes, raised
      within 180 days prior to the applicable redemption or repurchase date.


    


    I-3


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    “Mandatory
      Trigger Provision”
means,
      as to any security or combination of securities, a provision in the terms
      thereof or of the related transaction agreements that requires the issuer of
      such security or combination of securities to defer or suspend, as applicable,
      in whole or in part payment of Distributions on such securities, except for
      payments made pursuant to an Alternative Payment Mechanism, if and for so long
      as the Corporation fails to satisfy one or more financial tests set forth in
      the
      terms of such securities or related transaction agreements, without any remedy
      other than Permitted Remedies (except for those described under clause
      (iii) of the definition thereof) arising by the terms of such securities or
      related transaction agreements in favor of the holders of such securities as
      a
      result of the issuer’s failure to pay Distributions because of the Mandatory
      Trigger Provision or as a result of the issuer’s exercise of its right under an
      Optional Deferral Provision until Distributions have been deferred for one
      or
      more Distribution Periods (whether or not consecutive) that total together
      at
      least ten years. 

     

    “Market
      Disruption Event”
means
      the occurrence or existence of any of the following events or sets of
      circumstances: 

     

    (i)
      trading in securities generally, or in the Corporation’s securities
      specifically, on the New York Stock Exchange or any other national securities
      exchange or over-the-counter market on which the Corporation’s common stock or
      preferred stock is then listed or traded shall have been suspended or its
      settlement generally shall have been materially disrupted; 

     

    (ii)
      the
      Corporation would be required to obtain the consent or approval of a regulatory
      body (including, without limitation, any securities exchange) or governmental
      authority to issue shares of the Corporation’s common stock or Qualifying
      Preferred Stock and the Corporation fails to obtain that consent or approval
      notwithstanding the Corporation’s commercially reasonable efforts to obtain that
      consent or; or 

     

    (iii)
      an
      event occurs and is continuing as a result of which the offering document for
      the offer and sale of the Corporation’s common stock or perpetual non-cumulative
      preferred stock would, in the Corporation’s reasonable judgment, contain an
      untrue statement of a material fact or omit to state a material fact required
      to
      be stated in that offering document or necessary to make the statements in
      that
      offering document not misleading and either (A) the disclosure of that
      event at the time the event occurs, in the Corporation’s reasonable judgment,
      would have a material adverse effect on the Corporation’s business or
      (B) the disclosure relates to a previously undisclosed proposed or pending
      material business transaction, the disclosure of which would impede the
      Corporation’s ability to consummate that transaction, provided that one or more
      events described in this subsection (iii) shall not constitute a Market
      Disruption Event with respect to more than one interest payment date.


     

    I-4


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    “Non-Cumulative
      Preferred Stock”
means
      preferred or preference stock having Distributions which may be skipped by
      the
      issuer thereof for any number of distribution periods without any remedy arising
      under the terms of such securities or related transaction agreements in favor
      of
      the holders of such securities as a result of such issuer’s failure to pay
      Distributions, other than Permitted Remedies (except for those described under
      clause (iii) of the definition thereof). 

     

    “Notes”
      has the
      meaning specified in Recital A. 

     

    “NRSRO”
means
      a
      nationally recognized statistical rating organization within the meaning of
      Rule
      15c3-1(c)(2)(vi)(F) under the Securities Exchange Act. 

     

    “Optional
      Deferral Provision”
means,
      as to any security or combination of securities, a provision in the terms
      thereof or of the related transaction agreements, substantially similar to
      Section 4.1 of the First Supplemental Indenture, to the effect
      that the issuer thereof may, in its sole discretion, defer in whole or in
      part payment of Distributions on such securities for one or more consecutive
      Distribution Periods of up to ten years without any remedy other than Permitted
      Remedies as a result of such issuer’s failure to pay Distributions.


     

    “Permitted
      Remedies”
means,
      as to any security or combination of securities, any one or more of
      (i) rights in favor of the holders thereof permitting such holders to elect
      one or more directors of the Corporation (including any such rights required
      by
      the listing requirements of any stock or securities exchange on which such
      securities may be listed or traded), (ii) prohibitions on the Corporation
      paying Distributions on or repurchasing common stock or other securities that
      rank junior as to Distributions to such securities for so long as Distributions
      on such securities, including deferred distributions, have not been paid in
      full
      or to such lesser extent as may be specified in the terms of such securities,
      and (iii) provisions obliging the Corporation to cause such unpaid
      Distributions to be paid in full pursuant to an Alternative Payment Mechanism.
      

     

    “Person”
means
      any individual, corporation, partnership, joint venture, trust, limited
      liability company or corporation, unincorporated organization or government
      or
      any agency or political subdivision thereof. 

     

    “Preferred
      Equity Units”
means
      a
      security (or combination of securities) that (i) gives the holder a
      beneficial interest in (A) the most junior subordinated debt of the
      Corporation (or debt that is pari passu with the most junior subordinated debt
      of the Corporation), interest on which may be deferred for five years or more
      and, commencing with the date two years after the beginning of an interest
      deferral period, will be paid pursuant to an Alternative Payment Mechanism,
      and
      (B) a fractional interest in a contract to purchase Common Stock or
      Qualifying Non-Cumulative Preferred Stock, (ii) includes a remarketing
      feature pursuant to which subordinated debt of the Corporation is remarketed
      to
      new investors within five years from the date of issuance of the security or
      earlier in the event of an early settlement event based on (A) the capital
      or other applicable ratios of the Corporation or (B) the dissolution of the
      issuer of such Preferred Equity Units, (iii) provides for the proceeds
      raised in the remarketing to be used to purchase Common Stock or Qualifying
      Non-Cumulative Preferred Stock of the Corporation, (iv) includes an
      Explicit Replacement Covenant, provided that such Explicit Replacement Covenant
      will not include Preferred Equity Units in the definition of “replacement
      capital securities,” and (v) after the issuance of such Common Stock or
      Qualifying Non-Cumulative Preferred Stock, provides the holder of the security
      with a beneficial interest in such Common Stock or Qualifying Non-Cumulative
      Preferred Stock. 

     

    I-5


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    “Qualifying
      Non-Cumulative Preferred Stock”
means
      preferred or preference stock of the Corporation that (i) is Non-Cumulative
      Preferred Stock, (ii) ranks pari
      passu with
      or
      junior to other preferred stock of the Corporation and (iii) either by its
      terms or when taken together with any related transaction agreements:


     

    (A)
      (1) is perpetual or has a mandatory redemption or maturity date that is not
      less than 60 years after the date of initial issuance of such securities and
      (2) has either (a) an Explicit Replacement Covenant or (b) a
      Mandatory Trigger Provision and Intent-Based Replacement Disclosure, or


     

    (B)
      (1) has a mandatory redemption or maturity date that is not less than 40
      years after the date of initial issuance of such securities, (2) has an
      Explicit Replacement Covenant and (3) includes a Mandatory Trigger
      Provision. 

     

    “Qualifying
      Preferred Stock”
means
      preferred or preference stock of the Corporation that (i) ranks pari passu
      with or junior to other preferred stock of the Corporation, (ii) is
      perpetual with no prepayment obligation on the part of the issuer thereof,
      whether at the election of the holders or otherwise, and (iii) either
      (A) is Non-Cumulative Preferred Stock and has Intent-Based Replacement
      Disclosure, or (B) is cumulative preferred stock and has an Explicit
      Replacement Covenant. 

     

    “Redesignation
      Date”
means,
      as to the then effective Covered Debt, the earliest of (i) the date that is
      two years prior to the final maturity date of such Covered Debt, (ii) if
      the Corporation elects to redeem, or the Corporation or a Subsidiary of the
      Corporation elects to repurchase, such Covered Debt either in whole or in part
      with the consequence that after giving effect to such redemption or repurchase
      the outstanding principal amount of such Covered Debt is less than $100,000,000,
      the applicable redemption or repurchase date and (iii) if the then
      outstanding Covered Debt is not Eligible Subordinated Debt, the date on which
      the Corporation issues long-term indebtedness for money borrowed that is
      Eligible Subordinated Debt. 

     

    


    I-6


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    “Replacement
      Capital Covenant”
has
      the
      meaning specified in the introduction to this instrument. 

     

    “Replacement
      Capital Securities”
shall
      mean securities that meet one or more of the following criteria in the
      determination of the Board of Directors: 

     

    (a)
      with
      respect to Notes that are redeemed or repurchased after the date hereof and
      on
      or prior to June 30, 2016: 

     

    (i)
      Common Stock; 

     

    (ii)
      Common Equity Units; 

     

    (iii)
      Preferred Equity Units; 

     

    (iv)
      Non-Cumulative Preferred Stock having either: 

     

    (A)
      (1) no maturity or a maturity of at least 60 years and
      (2) Intent-Based Replacement Disclosure; or 

     

    (B)
      (1) a maturity of at least 40 years and (2) an Explicit Replacement
      Covenant; 

     

    (v)
      preferred stock having cumulative Distributions and either: 

     

    (A)
      (1) no prepayment obligation on the part of the issuer thereof, whether at
      the election of the holders or otherwise, and (2) a requirement that the
      preferred stock converts into common stock of the Corporation within three
      years
      from the date of issuance; or 

     

    (B)
      (1) no maturity or a maturity of at least 60 years and (2) an Explicit
      Replacement Covenant; or 

     

    (vi)
      other securities that: 

     

    (A)
      rank
      upon on a liquidation, dissolution or winding-up of the Corporation either
      (1) pari passu with or junior to the Notes or (2) pari passu with the
      claims of the Corporation’s trade creditors and junior to all of the
      Corporation’s long-term indebtedness for money borrowed (other than the
      Corporation’s long-term indebtedness for money borrowed from time to time
      outstanding that by its terms ranks pari passu with such securities on a
      liquidation, dissolution or winding-up of the Corporation); and 

     

    (B)
      include a distribution deferral provision, in the terms thereof or in the
      related transaction agreements, substantially similar to Section 4.1 of the
      First Supplemental Indenture; and 

     

    (C)
      have
      a maturity of at least 60 years and an Explicit Replacement Covenant; or


     

    (b)
      with
      respect to Notes that are redeemed after June 30, 2016 and on or prior to
      June 30, 2036, 

     

    (i)
      securities described in paragraph (a) of this definition; 

     

    (ii)
      preferred stock, having a maturity, if any, of at least 60 years, and cumulative
      Distributions and Intent-Based Replacement Disclosure; or 

     

    (iii)
      other securities that 

     

    (A)
      rank
      upon on a liquidation, dissolution or winding-up of the Corporation either
      (1) pari passu with or junior to the Notes or (2) pari passu with the
      claims of the Corporation’s trade creditors and junior to all of the
      Corporation’s long-term indebtedness for money borrowed (other than the
      Corporation’s long-term indebtedness for money borrowed from time to time
      outstanding that by its terms ranks pari passu with such securities on a
      liquidation, dissolution or winding-up of the Corporation); and 

     

    I-7


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    (B)
      include a distribution deferral provision, in the terms thereof or in the
      related transaction agreements, substantially similar to Section 4.1 of the
      First Supplemental Indenture; and 

     

    (C)
      have
      a maturity greater than 30 years. 

     

    “Securities
      Exchange Act”
means
      the Securities Exchange Act of 1934, as amended. 

     

    “Subsidiary”
means,
      at any time, any Person the shares of stock or other ownership interests of
      which having ordinary voting power to elect a majority of the board of directors
      or other managers of such Person are at the time owned, or the management or
      policies of which are otherwise at the time controlled, directly or indirectly
      through one or more intermediaries (including other Subsidiaries) or both,
      by
      another Person. 

     

    


     

    I-8