Exhibit 4.1


 


CAPITAL CORP OF THE WEST,


as Issuer


 


INDENTURE


 


Dated as of February 22, 2001


 


STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL


ASSOCIATION,


as Trustee


 


JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES


 


DUE 2031


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I. DEFINITIONS

  
	
   

  	
   

  
	
  Section 1.1.

  	
  Definitions.

  
	
   

  	
   

  
	
  ARTICLE II. DEBENTURES

  
	
   

  	
   

  
	
  Section 2.1.

  	
  Authentication and Dating.

  
	
  Section 2.2.

  	
  Form of
  Trustee’s Certificate of Authentication.

  
	
  Section 2.3.

  	
  Form and
  Denomination of Debentures.

  
	
  Section 2.4.

  	
  Execution
  of Debentures.

  
	
  Section 2.5.

  	
  Exchange
  and Registration of Transfer of Debentures.

  
	
  Section 2.6.

  	
  Mutilated,
  Destroyed, Lost or Stolen Debentures.

  
	
  Section 2.7.

  	
  Temporary
  Debentures.

  
	
  Section 2.8.

  	
  Payment of
  Interest and Additional Interest.

  
	
  Section 2.9.

  	
  Cancellation of Debentures
  Paid, etc.

  
	
  Section 2.10.

  	
  Computation
  of Interest.

  
	
  Section 2.11.

  	
  Extension of
  Interest Payment Period.

  
	
  Section 2.12.

  	
  CUSIP Numbers.

  
	
   

  	
   

  
	
  ARTICLE III. PARTICULAR COVENANTS
  OF THE COMPANY

  
	
   

  	
   

  
	
  Section 3.1.

  	
  Payment of Principal,
  Premium and Interest; Agreed Treatment of the Debentures.

  
	
  Section 3.2.

  	
  Offices for
  Notices and Payments, etc.

  
	
  Section 3.3.

  	
  Appointments
  to Fill Vacancies in Trustee’s Office.

  
	
  Section 3.4.

  	
  Provision as to Paying
  Agent.

  
	
  Section 3.5.

  	
  Certificate
  to Trustee.

  
	
  Section 3.6.

  	
  Additional Sums.

  
	
  Section 3.7.

  	
  Compliance
  with Consolidation Provisions.

  
	
  Section 3.8.

  	
  Limitation
  on Dividends.

  
	
  Section 3.9.

  	
  Covenants
  as to the Trust.

  
	
   

  	
   

  
	
  ARTICLE IV. SECURITYHOLDERS’ LISTS
  AND REPORTS BY THE COMPANY AND THE TRUSTEE

  
	
   

  	
   

  
	
  Section 4.1.

  	
  Securityholders’
  Lists.

  
	
  Section 4.2.

  	
  Preservation and
  Disclosure of Lists.

  
	
   

  	
   

  
	
  ARTICLE V. REMEDIES OF THE TRUSTEE
  AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT

  
	
   

  	
   

  
	
  Section 5.1.

  	
  Events of Default.

  
	
  Section 5.2.

  	
  Payment
  of Debentures on Default; Suit Therefor.

  
	
  Section 5.3.

  	
  Application
  of Moneys Collected by Trustee.

  
	
  Section 5.4.

  	
  Proceedings by
  Securityholders.

  
	
  Section 5.5.

  	
  Proceedings
  by Trustee.

  
	
  Section 5.6.

  	
  Remedies
  Cumulative and Continuing; Delay or Omission Not a Waiver.

  
	
  Section 5.7.

  	
  Direction
  of Proceedings and Waiver of Defaults by Majority of Securityholders.

  



 


i

















 


	
  Section 5.8.

  	
  Notice of Defaults.

  
	
  Section 5.9.

  	
  Undertaking
  to Pay Costs.

  
	
   

  	
   

  
	
  ARTICLE VI. CONCERNING THE
  TRUSTEE

  
	
   

  	
   

  
	
  Section 6.1.

  	
  Duties and
  Responsibilities of Trustee.

  
	
  Section 6.2.

  	
  Reliance on Documents,
  Opinions, etc.

  
	
  Section 6.3.

  	
  No Responsibility for
  Recitals, etc.

  
	
  Section 6.4.

  	
  Trustee,
  Authenticating Agent, Paying Agents, Transfer Agents or Registrar May Own
  Debentures.

  
	
  Section 6.5.

  	
  Moneys to be Held in Trust.

  
	
  Section 6.6.

  	
  Compensation and
  Expenses of Trustee.

  
	
  Section 6.7.

  	
  Officers’ Certificate
  as Evidence.

  
	
  Section 6.8.

  	
  Eligibility
  of Trustee.

  
	
  Section 6.9.

  	
  Resignation or
  Removal of Trustee

  
	
  Section 6.10.

  	
  Acceptance by Successor
  Trustee.

  
	
  Section 6.11.

  	
  Succession
  by Merger, etc.

  
	
  Section 6.12.

  	
  Authenticating
  Agents.

  
	
   

  	
   

  
	
  ARTICLE VII. CONCERNING THE
  SECURITYHOLDERS

  
	
   

  	
   

  
	
  Section 7.1.

  	
  Action by Securityholders.

  
	
  Section 7.2.

  	
  Proof of
  Execution by Securityholders.

  
	
  Section 7.3.

  	
  Who Are Deemed Absolute
  Owners.

  
	
  Section 7.4.

  	
  Debentures
  Owned by Company Deemed Not Outstanding.

  
	
  Section 7.5.

  	
  Revocation
  of Consents; Future Holders Bound.

  
	
   

  	
   

  
	
  ARTICLE VIII. SECURITYHOLDERS’
  MEETINGS

  
	
   

  	
   

  
	
  Section 8.1.

  	
  Purposes
  of Meetings.

  
	
  Section 8.2.

  	
  Call of Meetings by
  Trustee.

  
	
  Section 8.3.

  	
  Call of
  Meetings by Company or Securityholders.

  
	
  Section 8.4.

  	
  Qualifications for Voting.

  
	
  Section 8.5.

  	
  Regulations.

  
	
  Section 8.6.

  	
  Voting.

  
	
  Section 8.7.

  	
  Quorum; Actions.

  
	
   

  	
   

  
	
  ARTICLE IX. SUPPLEMENTAL
  INDENTURES

  
	
   

  	
   

  
	
  Section 9.1.

  	
  Supplemental
  Indentures without Consent of Securityholders.

  
	
  Section 9.2.

  	
  Supplemental
  Indentures with Consent of Securityholders.

  
	
  Section 9.3.

  	
  Effect of
  Supplemental Indentures.

  
	
  Section 9.4.

  	
  Notation
  on Debentures.

  
	
  Section 9.5.

  	
  Evidence
  of Compliance of Supplemental Indenture to be Furnished to Trustee.

  
	
   

  	
   

  
	
  ARTICLE X. REDEMPTION OF
  SECURITIES

  
	
   

  	
   

  
	
  Section 10.1.

  	
  Optional
  Redemption.

  
	
  Section 10.2.

  	
  Special
  Event Redemption.

  
	
  Section 10.3.

  	
  Notice of
  Redemption; Selection of Debentures.

  
	
  Section 10.4.

  	
  Payment of
  Debentures Called for Redemption.

  



 


ii

















 


	
  ARTICLE XI. CONSOLIDATION, MERGER,
  SALE, CONVEYANCE AND LEASE

  
	
   

  	
   

  
	
  Section 11.1.

  	
  Company
  May Consolidate, etc., on Certain Terms.

  
	
  Section 11.2.

  	
  Successor Entity to
  be Substituted.

  
	
  Section 11.3.

  	
  Opinion of Counsel
  to be Given to Trustee.

  
	
   

  	
   

  
	
  ARTICLE XII. SATISFACTION AND
  DISCHARGE OF INDENTURE

  
	
   

  	
   

  
	
  Section 12.1.

  	
  Discharge
  of Indenture.

  
	
  Section 12.2.

  	
  Deposited
  Moneys to be Held in Trust by Trustee.

  
	
  Section 12.3.

  	
  Paying Agent to Repay
  Moneys Held.

  
	
  Section 12.4.

  	
  Return of Unclaimed Moneys.

  
	
   

  	
   

  
	
  ARTICLE XIII. IMMUNITY OF
  INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

  
	
   

  	
   

  
	
  Section 13.1.

  	
  Indenture
  and Debentures Solely Corporate Obligations.

  
	
   

  	
   

  
	
  ARTICLE XIV. MISCELLANEOUS
  PROVISIONS

  
	
   

  	
   

  
	
  Section 14.1.

  	
  Successors.

  
	
  Section 14.2.

  	
  Official Acts by
  Successor Entity.

  
	
  Section 14.3.

  	
  Surrender of Company
  Powers.

  
	
  Section 14.4.

  	
  Addresses
  for Notices, etc.

  
	
  Section 14.5.

  	
  Governing Law.

  
	
  Section 14.6.

  	
  Evidence
  of Compliance with Conditions Precedent.

  
	
  Section 14.7.

  	
  Non-Business Days.

  
	
  Section 14.8.

  	
  Table of Contents,
  Headings, etc.

  
	
  Section 14.9.

  	
  Execution in Counterparts.

  
	
  Section 14.10.

  	
  Separability.

  
	
  Section 14.11.

  	
  Assignment.

  
	
  Section 14.12.

  	
  Acknowledgment
  of Rights.

  
	
   

  	
   

  
	
  ARTICLE XV. SUBORDINATION OF
  DEBENTURES

  
	
   

  	
   

  
	
  Section 15.1.

  	
  Agreement
  to Subordinate.

  
	
  Section 15.2.

  	
  Default on Senior
  Indebtedness.

  
	
  Section 15.3.

  	
  Liquidation,
  Dissolution, Bankruptcy.

  
	
  Section 15.4.

  	
  Subrogation.

  
	
  Section 15.5.

  	
  Trustee to
  Effectuate Subordination.

  
	
  Section 15.6.

  	
  Notice
  by the Company.

  
	
  Section 15.7.

  	
  Rights
  of the Trustee; Holders of Senior Indebtedness.

  
	
  Section 15.8.

  	
  Subordination
  May Not Be Impaired.

  
	
   

  	
   

  
	
  Exhibit A

  	
  Form of Junior
  Subordinated Deferrable Interest Debenture

  
			



 


iii

















 


THIS INDENTURE, dated as of
February 22, 2001, between Capital Corp of the West, a California
corporation (the “Company”), and State Street Bank and Trust Company of
Connecticut, National Association, a national banking association organized
under the laws of the United States of America, as debentures trustee (the
“Trustee”),


 


WITNESSETH:


 


WHEREAS, for its lawful
corporate purposes, the Company has duly authorized the issuance of its 10.20%
Junior Subordinated Deferrable Interest Debentures due 2031 (the “Debentures”)
under this Indenture to provide, among other things, for the execution and
authentication, delivery and administration thereof, the Company has duly
authorized the execution of this Indenture; and


 


WHEREAS, all acts and things
necessary to make this Indenture a valid agreement according to its terms, have
been done and performed;


 


NOW, THEREFORE, This
Indenture Witnesseth:


 


In consideration of the
premises, and the purchase of the Debentures by the holders thereof, the Company
covenants and agrees with the Trustee for the equal and proportionate benefit
of the respective holders from time to time of the Debentures as follows:


 


ARTICLE I.

DEFINITIONS


 


Section 1.1.           Definitions.  The
terms defined in this Section 1.1 (except as herein otherwise expressly
provided or unless the context otherwise requires) for all purposes of this
Indenture and of any indenture supplemental hereto shall have the respective
meanings specified in this Section 1.1. 
All accounting terms used herein and not expressly defined shall have
the meanings assigned to such terms in accordance with generally accepted
accounting principles and the term “generally accepted accounting principles”
means such accounting principles as are generally accepted in the United States
at the time of any computation.  The
words “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.


 


“Additional Interest”
means interest, if any, that shall accrue on any interest on the Debentures the
payment of which has not been made on the applicable Interest Payment Date and
which shall accrue at the Interest Rate, compounded semi-annually (to the
extent permitted by law).


 


“Additional Sums” has
the meaning set forth in Section 3.6.


 


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


 


“Authenticating Agent”
means any agent or agents of the Trustee which at the time shall be appointed
and acting pursuant to Section 6.12.


 


“Bankruptcy Law”
means Title 11, U.S. Code, or any similar federal or state law for the
relief of debtors.


 


“Board of Directors”
means the board of directors or the executive committee or any other duly
authorized designated officers of the Company.


 


1

















 


“Board Resolution”
means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors
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 a Saturday, Sunday or any other day on which banking
institutions in New York City or Hartford, Connecticut are permitted or
required by any applicable law to close.


 


“Capital Securities”
means undivided beneficial interests in the assets of the Trust which rank pari
passu with Common Securities issued by the Trust; provided, however,
that upon the occurrence of an Event of Default (as defined in the
Declaration), the rights of holders of such Common Securities to payment in
respect of distributions and payments upon liquidation, redemption and
otherwise are subordinated to the rights of holders of such Capital Securities.


 


“Capital Securities
Guarantee” means the guarantee agreement that the Company enters into with
State Street Bank and Trust Company of Connecticut, National Association, as
guarantee trustee, or other Persons that operates directly or indirectly for
the benefit of holders of Capital Securities of the Trust.


 


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


 


“Certificate” means a
certificate signed by any one of the principal executive officer, the principal
financial officer or the principal accounting officer of the Company.


 


“Common Securities”
means undivided beneficial interests in the assets of the Trust which rank pari
passu with Capital Securities issued by the Trust; provided, however,
that upon the occurrence of an Event of Default (as defined in the Declaration),
the rights of holders of such Common Securities to payment in respect of
distributions and payments upon liquidation, redemption and otherwise are
subordinated to the rights of holders of such Capital Securities.


 


“Company” means
Capital Corp of the West, a California corporation, and, subject to the
provisions of Article XI, shall include its successors and assigns.


 


“Comparable Treasury
Issue” means with respect to any Special Redemption Date the United States
Treasury security selected by the Quotation Agent as having a maturity
comparable to the Remaining Life that would be utilized, at the time of
selection and in accordance with customary financial


 


2

















 


practice, in pricing new issues of corporate
debt securities of comparable maturity to the Remaining Life.  If no United States Treasury security has a
maturity which is within a period from three months before to three months
after February 22, 2011, the two most closely corresponding United States
Treasury securities, as selected by the Quotation Agent, shall be used as the
Comparable Treasury Issue, and the Treasury Rate shall be interpolated or
extrapolated on a straight-line basis, rounding to the nearest month using such
securities.


 


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


 


“Custodian” means any
receiver, trustee, assignee, liquidator, or similar official under any
Bankruptcy Law.


 


“Debenture” or “Debentures”
has the meaning stated in the first recital of this Indenture.


 


“Debenture Register”
has the meaning specified in Section 2.5.


 


“Declaration” means
the Amended and Restated Declaration of Trust of the Trust, as amended or
supplemented from time to time.


 


“Default” means any
event, act or condition that with notice or lapse of time, or both, would
constitute an Event of Default.


 


“Defaulted Interest”
has the meaning set forth in Section 2.8.


 


“Event of Default”
means any event specified in Section 5.1, continued for the period of
time, if any, and after the giving of the notice, if any, therein designated.


 


“Extension Period”
has the meaning set forth in Section 2.11.


 


“Federal Reserve”
means the Board of Governors of the Federal Reserve System.


 


“Indenture” means
this instrument as originally executed or, if amended or supplemented as herein
provided, as so amended or supplemented, or both.


 


“Institutional Trustee”
has the meaning set forth in the Declaration.


 


“Interest Payment Date,”
means each February 22 and August 22 during the term of this Indenture.


 


“Interest Rate” means
10.20%.


 


“Investment Company Event”
means the receipt by the Company and the Trust of an opinion of counsel
experienced in such matters to the effect that, as a result of the occurrence
of a change in law or regulation or written change (including any announced
prospective change) in interpretation or application of law or regulation by
any legislative body, court, governmental agency or regulatory authority, there
is more than an insubstantial risk that the Trust is or will be considered an
“investment company” that is required to be registered under the Investment
Company Act of 1940, as amended which change or prospective change becomes
effective or would become effective, as the case may be, on or after the date
of the issuance of the Debentures.


 


3

















 


“Liquidation Amount”
means the stated amount of $1,000 per Trust Security.


 


“Maturity Date” means
February 22, 2031.


 


“Officers’ Certificate”
means a certificate signed by the Chairman of the Board, the Vice Chairman, the
President, any Managing Director or any Vice President, and by the Treasurer,
an Assistant Treasurer, the Comptroller, an Assistant Comptroller, the
Secretary or an Assistant Secretary of the Company, and delivered to the
Trustee.  Each such certificate shall
include the statements provided for in Section 14.6 if and to the extent
required by the provisions of such Section.


 


“Opinion of Counsel”
means an opinion in writing signed by legal counsel, who may be an employee of
or counsel to the Company, or may be other counsel reasonably satisfactory to
the Trustee.  Each such opinion shall
include the statements provided for in Section 14.6 if and to the extent
required by the provisions of such Section.


 


The term “outstanding,”
when used with reference to Debentures, means, subject to the provisions of
Section 7.4, as of any particular time, all Debentures authenticated and
delivered by the Trustee or the Authenticating Agent under this Indenture,
except:


 


(a)               Debentures theretofore canceled
by the Trustee or the Authenticating Agent or delivered to the Trustee for
cancellation;


 


(b)              Debentures, or portions thereof,
for the payment or redemption of which moneys in the necessary amount shall
have been deposited in trust with the Trustee or with any paying agent (other
than the Company) or shall have been set aside and segregated in trust by the
Company (if the Company shall act as its own paying agent); provided, however,
that, if such Debentures, or portions thereof, are to be redeemed prior to
maturity thereof, notice of such redemption shall have been given as provided
in Article XIV or provision satisfactory to the Trustee shall have been
made for giving such notice;


 


(c)               Debentures paid pursuant to
Section 2.6 or in lieu of or in substitution for which other Debentures
shall have been authenticated and delivered pursuant to the terms of
Section 2.6 unless proof satisfactory to the Company and the Trustee is
presented that any such Debentures are held by bona fide holders in due course;
and


 


(d)              Debentures held in accordance with
Section 7.4 hereof.


 


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


 


“Predecessor Security”
of any particular Debenture means every previous Debenture evidencing all or a
portion of the same debt as that evidenced by such particular Debenture; and,
for the purposes of this definition, any Debenture authenticated and delivered
under Section 2.6 in lieu of a lost, destroyed or stolen Debenture shall
be deemed to evidence the same debt as the lost, destroyed or stolen Debenture.


 


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


 


“Principal Office of the
Trustee,” or other similar term, means the office of the Trustee, at which
at any particular time its corporate trust business shall be principally
administered, which at the time of


 


4

















 


the execution of this Indenture shall be 225
Asylum Street, Goodwin Square, Hartford, Connecticut 06103.


 


“Quotation Agent”
means State Street Bank and Trust Company, or its designee, and its successors;
provided, however, that if the foregoing shall cease to be a
Primary Treasury Dealer, the Company shall substitute therefor another Primary
Treasury Dealer.


 


“Redemption Date” has
the meaning set forth in Section 10.1.


 


“Redemption Price”
means the price set forth in the following table for any Redemption Date that
occurs within the twelve-month period beginning in the relevant year indicated
below, expressed as the percentage of the principal amount of the Debentures
being redeemed:


 




	
  Year Beginning

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  February 22, 2011

  	
   

  	
  105.10

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  February 22, 2012

  	
   

  	
  104.59

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  February 22, 2013

  	
   

  	
  104.08

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  February 22, 2014

  	
   

  	
  103.57

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  February 22, 2015

  	
   

  	
  103.06

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  February 22, 2016

  	
   

  	
  102.55

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  February 22, 2017

  	
   

  	
  102.04

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  February 22, 2018

  	
   

  	
  101.53

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  February 22, 2019

  	
   

  	
  101.02

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  February 22, 2020

  	
   

  	
  100.51

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  February 22, 2021 and after

  	
   

  	
  100.00

  	
  %

  






 


plus accrued and unpaid
interest on such Debentures to the Redemption Date.


 


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


 


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


 


“Remaining Life”
means, with respect to any Debenture, the period from the Special Redemption
Date for such Debenture to February 22, 2011.


 


5

















 


“Responsible Officer”
means, with respect to the Trustee, any officer within the Principal Office of
the Trustee, including any vice-president, any assistant vice-president, any
secretary, any assistant secretary, the treasurer, any assistant treasurer, any
trust officer or other officer of the Principal Trust Office 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 that
officer’s knowledge of and familiarity with the particular subject.


 


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


 


“Securityholder,”
“holder of Debentures,” or other similar terms, means any Person in whose name
at the time a particular Debenture is registered on the register kept by the
Company or the Trustee for that purpose in accordance with the terms hereof.


 


“Senior Indebtedness”
means, with respect to the Company, (i) the principal, premium, if any,
and interest in respect of (A) indebtedness of the Company for money
borrowed and (B) indebtedness evidenced by securities, debentures, notes,
bonds or other similar instruments issued by the Company; (ii) all capital
lease obligations of the Company; (iii) all obligations of the Company
issued or assumed as the deferred purchase price of property, all conditional
sale obligations of the Company and all obligations of the Company under any
title retention agreement (but excluding trade accounts payable arising in the
ordinary course of business); (iv) all obligations of the Company for the
reimbursement of any letter of credit, any banker’s acceptance, any security
purchase facility, any repurchase agreement or similar arrangement, any
interest rate swap, any other hedging arrangement, any obligation under options
or any similar credit or other transaction; (v) all obligations of the
type referred to in clauses (i) through (iv) above of other Persons for
the payment of which the Company is responsible or liable as obligor, guarantor
or otherwise; and (vi) all obligations of the type referred to in
clauses (i) through (v) above of other Persons secured by any lien on any
property or asset of the Company (whether or not such obligation is assumed by
the Company), 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 or pari passu in right of payment to the
Debentures, except for (1) any indebtedness between or among the Company
and any non-financial institution Affiliate of the Company and
(2) Debentures issued pursuant to this Indenture and guarantees in respect
of such Debentures.  Senior Indebtedness
shall continue to be Senior Indebtedness and be entitled to the subordination
provisions irrespective of any amendment, modification or waiver of any term of
such Senior Indebtedness.


 


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


 


“Special Redemption Date”
has the meaning set forth in Section 10.2.


 


“Special Redemption Price”
means (a) if the Special Redemption Date is before February 22, 2011,
the greater of (i) 100% of the principal amount of the Debentures, plus
accrued and unpaid interest on the Debentures to such Special Redemption Date,
or (ii) as determined by a Quotation Agent, the sum of (A) the
present value of the principal amount of the Debentures set forth in the table
under the definition of “Redemption Price” for the February 22, 2011
Redemption Date and the present value of interest payable on the Debentures
from such Special Redemption Date to February 22, 2011, each discounted to
the Special Redemption Date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months at the Treasury Rate), plus (B) accrued
and unpaid interest on the Debentures to such Special Redemption Date, or
(b) if the Special Redemption Date is on or after February 22, 2011,
the


 


6

















 


price for the Debentures set forth in the
table under the definition of “Redemption Price” for such Special Redemption
Date.


 


“Subsidiary” means
with respect to any Person, (i) any corporation at least a majority of the
outstanding voting stock of which is owned, directly or indirectly, by such
Person or by one or more of its Subsidiaries, or by such Person and one or more
of its Subsidiaries, (ii) any general partnership, joint venture or
similar entity, at least a majority of the outstanding partnership or similar
interests of which shall at the time be owned by such Person, or by one or more
of its Subsidiaries, or by such Person and one or more of its Subsidiaries and
(iii) any limited partnership of which such Person or any of its
Subsidiaries is a general partner.  For
the purposes of this definition, “voting stock” means shares, interests,
participations or other equivalents in the equity interest (however designated)
in such Person having ordinary voting power for the election of a majority of
the directors (or the equivalent) of such Person, other than shares, interests,
participations or other equivalents having such power only by reason of the
occurrence of a contingency.


 


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


 


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


 


“Trust” shall mean
County Statutory Trust I, a Connecticut statutory trust, or any other similar
trust created for the purpose of issuing Capital Securities in connection with
the issuance of Debentures under this Indenture, of which the Company is the
sponsor.


 


7

















 


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


 


“Trustee” means State
Street Bank and Trust Company of Connecticut, National Association, and,
subject to the provisions of Article VI hereof, shall also include its
successors and assigns as Trustee hereunder.


 


ARTICLE II.

DEBENTURES


 


Section 2.1.           Authentication and Dating.  Upon the execution and delivery of this Indenture, or from time
to time thereafter, Debentures in an aggregate principal amount not in excess
of $6,186,000 may be executed and delivered by the Company to the Trustee for
authentication, and the Trustee shall thereupon authenticate and make available
for delivery said Debentures to or upon the written order of the Company,
signed by its Chairman of the Board of Directors, Vice Chairman, the President,
one of its Managing Directors or one of its Vice Presidents without any further
action by the Company hereunder.  In
authenticating such Debentures, and accepting the additional responsibilities
under this Indenture in relation to such Debentures, the Trustee shall be
entitled to receive, and (subject to Section 6.1) shall be fully protected
in relying upon:


 


(a)           a copy of any Board Resolution or Board Resolutions
relating thereto and, if applicable, an appropriate record of any action taken
pursuant to such resolution, in each case certified by the Secretary or an
Assistant Secretary of the Company as the case may be; and


 


(b)           an Opinion of Counsel prepared in accordance with
Section 14.6 which shall also state:


 


(1)           that such Debentures, when authenticated and delivered by
the Trustee and issued by the Company in each case in the manner and subject to
any conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company, subject to or limited by applicable
bankruptcy, insolvency, reorganization, conservatorship, receivership, moratorium
and other statutory or decisional laws relating to or affecting creditors’
rights or the reorganization of financial institutions (including, without
limitation, preference and fraudulent conveyance or transfer laws), heretofore
or hereafter enacted or in effect, affecting the rights of creditors generally;
and


 


(2)           that all laws and requirements in respect of the execution
and delivery by the Company of the Debentures, have been complied with and that
authentication and delivery of the Debentures by the Trustee will not violate
the terms of this Indenture.


 


The Trustee shall have the
right to decline to authenticate and deliver any Debentures under this
Section if the Trustee, being advised in writing by counsel, determines
that such action may not lawfully be taken or if a Responsible Officer of the
Trustee in good faith shall determine that such action would expose the Trustee
to personal liability to existing holders.


 


The definitive Debentures
shall be typed, printed, lithographed or engraved on steel engraved borders or
may be produced in any other manner, all as determined by the officers
executing such Debentures, as evidenced by their execution of such Debentures.


 


Section 2.2.           Form of Trustee’s Certificate of
Authentication.  The Trustee’s certificate of authentication
on all Debentures shall be in substantially the following form:


 


8

















 


This is one of the
Debentures referred to in the within-mentioned Indenture.


 


State Street Bank and Trust
Company of Connecticut, National Association, as Trustee


 


	
  By

  	
   

  	
   

  
	
  Authorized Signer

  



 


Section 2.3.           Form and Denomination of Debentures.  The Debentures
shall be in registered, certificated form without coupons and in minimum
denominations of $500,000 and any multiple of $1,000 in excess thereof.  Any attempted transfer of the Debentures in
a block having an aggregate principal amount of less than $500,000 shall be
deemed to be voided and of no legal effect whatsoever.  Any such purported transferee shall be
deemed not to be a holder of such Debentures for any purpose, including, but
not limited to the receipt of payments on such Debentures, and such purported
transferee shall be deemed to have no interest whatsoever in such
Debentures.  The Debentures shall be
numbered, lettered, or otherwise distinguished in such manner or in accordance
with such plans as the officers executing the same may determine with the
approval of the Trustee as evidenced by the execution and authentication
thereof.


 


Section 2.4.           Execution of Debentures.  The Debentures shall be signed in the name and on behalf of the
Company by the manual or facsimile signature of its Chairman of the Board of
Directors, Vice Chairman, President, one of its Managing Directors or one of
its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents.  Only such Debentures as shall bear thereon a
certificate of authentication substantially in the form herein before recited,
executed by the Trustee or the Authenticating Agent by the manual signature of
an authorized signer, shall be entitled to the benefits of this Indenture or be
valid or obligatory for any purpose. 
Such certificate by the Trustee or the Authenticating Agent upon any
Debenture executed by the Company shall be conclusive evidence that the Debenture
so authenticated has been duly authenticated and delivered hereunder and that
the holder is entitled to the benefits of this Indenture.


 


In case any officer of the
Company who shall have signed any of the Debentures shall cease to be such
officer before the Debentures so signed shall have been authenticated and
delivered by the Trustee or the Authenticating Agent, or disposed of by the
Company, such Debentures nevertheless may be authenticated and delivered or
disposed of as though the Person who signed such Debentures had not ceased to
be such officer of the Company; and any Debenture may be signed on behalf of
the Company by such Persons as, at the actual date of the execution of such
Debenture, shall be the proper officers of the Company, although at the date of
the execution of this Indenture any such person was not such an officer.


 


Every Debenture shall be
dated the date of its authentication.


 


Section 2.5.           Exchange and Registration of
Transfer of Debentures.  The Company shall cause to be kept, at the
office or agency maintained for the purpose of registration of transfer and for
exchange as provided in Section 3.2, a register (the “Debenture Register”)
for the Debentures issued hereunder in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
and transfer of all Debentures as in this Article II provided.  The Debenture Register shall be in written
form or in any other form capable of being converted into written form within a
reasonable time.


 


Debentures to be exchanged
may be surrendered at the principal corporate trust office of the Trustee or at
any office or agency to be maintained by the Company for such purpose as
provided in Section 3.2, and the Company shall execute, the Company or the
Trustee shall register and the Trustee or the Authenticating Agent shall
authenticate and make available for delivery in exchange therefor the


 


9

















 


Debenture or Debentures which the
Securityholder making the exchange shall be entitled to receive.  Upon due presentment for registration of
transfer of any Debenture at the principal corporate trust office of the
Trustee or at any office or agency of the Company maintained for such purpose
as provided in Section 3.2, the Company shall execute, the Company or the
Trustee shall register and the Trustee or the Authenticating Agent shall
authenticate and make available for delivery in the name of the transferee or
transferees a new Debenture for a like aggregate principal amount.  Registration or registration of transfer of
any Debenture by the Trustee or by any agent of the Company appointed pursuant
to Section 3.2, and delivery of such Debenture, shall be deemed to complete
the registration or registration of transfer of such Debenture.


 


All Debentures presented for
registration of transfer or for exchange or payment shall (if so required by
the Company or the Trustee or the Authenticating Agent) be duly endorsed by, or
be accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company and the Trustee or the Authenticating Agent duly
executed by the holder or his attorney duly authorized in writing.


 


No service charge shall be
made for any exchange or registration of transfer of Debentures, but the
Company or the Trustee may require payment of a sum sufficient to cover any
tax, fee or other governmental charge that may be imposed in connection
therewith.


 


The Company or the Trustee
shall not be required to exchange or register a transfer of any Debenture for a
period of 15 days next preceding the date of selection of Debentures for
redemption.


 


Notwithstanding anything
herein to the contrary, Debentures may not be transferred except in compliance
with the restricted securities legend set forth below (the “Restrictive
Securities Legend”), unless otherwise determined by the Company, upon the
advice of counsel expert in securities law, in accordance with applicable law:


 


THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAW.  NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO THE COMPANY,
(B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE
WITH RULE 144A, (C) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION
IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF
REGULATION S UNDER THE SECURITIES ACT, (D) TO AN INSTITUTIONAL
“ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3)
OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS CAPITAL
SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER
OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT, OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S RIGHT
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATION


 


10

















 


AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED
FROM THE COMPANY.  THE HOLDER OF THIS
SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.


 


Section 2.6.           Mutilated,
Destroyed, Lost or Stolen Debentures.  In case
any Debenture shall become mutilated or be destroyed, lost or stolen, the
Company shall execute, and upon its written request the Trustee shall
authenticate and deliver, a new Debenture bearing a number not
contemporaneously outstanding, in exchange and substitution for the mutilated
Debenture, or in lieu of and in substitution for the Debenture so destroyed,
lost or stolen.  In every case the
applicant for a substituted Debenture shall furnish to the Company and the
Trustee such security or indemnity as may be required by them to save each of
them harmless, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Company and the Trustee evidence to their
satisfaction of the destruction, loss or theft of such Debenture and of the
ownership thereof.


 


The Trustee may authenticate
any such substituted Debenture and deliver the same upon the written request or
authorization of any officer of the Company. 
Upon the issuance of any substituted Debenture, the Company 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 connected
therewith.  In case any Debenture which
has matured or is about to mature or has been called for redemption in full
shall become mutilated or be destroyed, lost or stolen, the Company may,
instead of issuing a substitute Debenture, pay or authorize the payment of the
same (without surrender thereof except in the case of a mutilated Debenture) if
the applicant for such payment shall furnish to the Company and the Trustee
such security or indemnity as may be required by them to save each of them
harmless and, in case of destruction, loss or theft, evidence satisfactory to
the Company and to the Trustee of the destruction, loss or theft of such
Debenture and of the ownership thereof.


 


Every substituted Debenture
issued pursuant to the provisions of this Section 2.6 by virtue of the
fact that any such Debenture is destroyed, lost or stolen shall constitute an
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Debenture shall be found at any time, and shall be entitled to
all the benefits of this Indenture equally and proportionately with any and all
other Debentures duly issued hereunder. 
All Debentures shall be held and owned upon the express condition that,
to the extent permitted by applicable law, the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Debentures and shall preclude any and all other rights or
remedies notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.


 


Section 2.7.           Temporary Debentures.  Pending the preparation of definitive Debentures, the Company may
execute and the Trustee shall authenticate and make available for delivery
temporary Debentures that are typed, printed or lithographed.  Temporary Debentures shall be issuable in
any authorized denomination, and substantially in the form of the definitive
Debentures in lieu of which they are issued but with such omissions, insertions
and variations as may be appropriate for temporary Debentures, all as may be
determined by the Company.  Every such
temporary Debenture shall be executed by the Company and be authenticated by
the Trustee upon the same conditions and in substantially the same manner, and
with the same effect, as the definitive Debentures.  Without unreasonable delay the Company will execute and deliver
to the Trustee or the Authenticating Agent definitive Debentures and thereupon
any or all temporary Debentures may be surrendered in exchange therefor, at the
principal corporate trust office of the Trustee or at any office or agency
maintained by the Company for such purpose as provided in Section 3.2, and
the Trustee or the Authenticating Agent shall authenticate and make available
for delivery in exchange for such temporary Debentures a like aggregate


 


11

















 


principal amount of such definitive
Debentures.  Such exchange shall be made
by the Company at its own expense and without any charge therefor except that
in case of any such exchange involving a registration of transfer the Company
may require payment of a sum sufficient to cover any tax, fee or other
governmental charge that may be imposed in relation thereto.  Until so exchanged, the temporary Debentures
shall in all respects be entitled to the same benefits under this Indenture as
definitive Debentures authenticated and delivered hereunder.


 


Section 2.8.           Payment of Interest and Additional
Interest.  Interest at the Interest Rate and any
Additional Interest on any Debenture that is payable, and is punctually paid or
duly provided for, on any Interest Payment Date for Debentures shall be paid to
the Person in whose name said Debenture (or one or more Predecessor Securities)
is registered at the close of business on the regular record date for such
interest installment except that interest and any Additional Interest payable
on the Maturity Date shall be paid to the Person to whom principal is
paid.  In the event that any Debenture
or portion thereof is called for redemption and the redemption date is
subsequent to a regular record date with respect to any Interest Payment Date
and prior to such Interest Payment Date, interest on such Debenture will be
paid upon presentation and surrender of such Debenture.


 


Any interest on any
Debenture, other than Additional Interest, that is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (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 shall be paid by the Company to the
Persons in whose names such Debentures (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 Company shall notify the Trustee in writing at least 25
days prior to the date of the proposed payment of the amount of Defaulted
Interest proposed to be paid on each such Debenture and the date of the
proposed payment, and at the same time the Company 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 not be more
than 15 nor 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 Company of such special record date and, in the name and at
the expense of the Company, 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 Securityholder at its address as it appears in
the Debenture Register, not less than 10 days prior to 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 such Debentures (or their respective Predecessor Securities) are
registered on such special record date and shall be no longer payable.


 


The Company may make payment
of any Defaulted Interest on any Debentures in any other lawful manner after
notice given by the Company to the Trustee of the proposed payment method; provided,
however, the Trustee in its sole discretion deems such payment method to
be practical.


 


Any interest scheduled to
become payable on an Interest Payment Date occurring during an Extension Period
shall not be Defaulted Interest and shall be payable on such other date as may
be specified in the terms of such Debentures.


 


The term “regular record
date” as used in this Section shall mean the close of business on the 15th
day next preceding the applicable Interest Payment Date.


 


12

















 


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


 


Section 2.9.           Cancellation of Debentures Paid, etc.  All Debentures
surrendered for the purpose of payment, redemption, exchange or registration of
transfer, shall, if surrendered to the Company or any paying agent, be
surrendered to the Trustee and promptly canceled by it, or, if surrendered to
the Trustee or any Authenticating Agent, shall be promptly canceled by it, and
no Debentures shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Indenture. 
All Debentures canceled by any Authenticating Agent shall be delivered
to the Trustee.  The Trustee shall
destroy all canceled Debentures unless the Company otherwise directs the
Trustee in writing.  If the Company
shall acquire any of the Debentures, however, such acquisition shall not
operate as a redemption or satisfaction of the indebtedness represented by such
Debentures unless and until the same are surrendered to the Trustee for
cancellation.


 


Section 2.10.        Computation of Interest.  The amount of interest payable for any period will be computed on
the basis of a 360-day year of twelve 30-day months.


 


Section 2.11.        Extension of Interest Payment Period.  So long as no Event of Default has occurred and is continuing,
the Company shall have the right, from time to time, and without causing an
Event of Default, to defer payments of interest on the Debentures by extending
the interest payment period on the Debentures at any time and from time to time
during the term of the Debentures, for up to 10 consecutive semi-annual
periods (each such extended interest payment period, an “Extension Period”),
during which Extension Period no interest shall be due and payable.  No Extension Period may end on a date other
than an Interest Payment Date.  At the
end of any such Extension Period the Company shall pay all interest then
accrued and unpaid on the Debentures (together with Additional Interest thereon);
provided, however, that no Extension Period may extend beyond the
Maturity Date; provided  further, however, that during any
such Extension Period, the Company shall not and shall not permit any Affiliate
to (i) declare or pay any dividends or distributions on, or redeem,
purchase, acquire, or make a liquidation payment with respect to, any of the
Company’s or such Affiliate’s capital stock (other than payments of dividends
or distributions to the Company) or make any guarantee payments with respect to
the foregoing or (ii) make any payment of principal of or interest or
premium, if any, on or repay, repurchase or redeem any debt securities of the
Company or any Affiliate that rank pari
passu in all respects with or junior in interest to the Debentures (other
than, with respect to clauses (i) or (ii) above, (a) repurchases,
redemptions or other acquisitions of shares of capital stock of the Company in
connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of one or more employees, officers,
directors or consultants, in connection with a dividend reinvestment or
stockholder stock purchase plan or in connection with the issuance of capital
stock of the Company (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into
prior to the applicable Extension Period, (b) as a result of any exchange
or conversion of any class or series of the Company’s capital stock (or any
capital stock of a subsidiary of the Company) for any class or series of the
Company’s capital stock or of any class or series of the Company’s indebtedness
for any class or series of the Company’s capital stock, (c) the purchase
of fractional interests in shares of the Company’s capital stock pursuant to
the conversion or exchange provisions of such capital stock or the security
being converted or exchanged, (d) any declaration of a dividend in
connection with any stockholder’s rights plan, or the issuance of rights, stock
or other property under any stockholder’s rights plan, or the redemption or
repurchase of rights pursuant thereto, (e) any dividend in the form of
stock, warrants, options or other rights where the dividend stock or the stock
issuable upon exercise of such warrants, options or other rights is the same
stock as that on which the dividend is being paid or ranks pari passu with or
junior to such stock and any cash payments in lieu of fractional shares issued
in connection therewith, or (f) payments under the Capital Securities
Guarantee).  Prior to the termination of


 


13

















 


any Extension Period, the Company may further
extend such period, provided that such period together with all such previous
and further consecutive extensions thereof shall not exceed 10 consecutive
semi-annual periods, or extend beyond the Maturity Date.  Upon the termination of any Extension Period
and upon the payment of all accrued and unpaid interest and Additional
Interest, the Company may commence a new Extension Period, subject to the
foregoing requirements.  No interest or
Additional Interest shall be due and payable during an Extension Period, except
at the end thereof, but each installment of interest that would otherwise have
been due and payable during such Extension Period shall bear Additional
Interest to the extent permitted by applicable law.  The Company must give the Trustee notice of its election to begin
such Extension Period at least 5 Business Days prior to the earlier of
(i) the date interest on the Debentures would have been payable except for
the election to begin such Extension Period or (ii) the date such interest
is payable, but in any event not less than 5 Business Days prior to such record
date.  The Trustee shall give notice of
the Company’s election to begin a new Extension Period to the Securityholders.


 


Section 2.12.        CUSIP
Numbers.  The Company in issuing the Debentures may
use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall
use CUSIP numbers in notices of redemption as a convenience to Securityholders;
provided, however, that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Debentures or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Debentures, and any such redemption shall not be affected by any defect in or
omission of such numbers.  The Company
will promptly notify the Trustee in writing of any change in the CUSIP numbers.


 


ARTICLE III.

PARTICULAR COVENANTS OF THE COMPANY


 


Section 3.1.           Payment of
Principal, Premium and
Interest; Agreed Treatment of the Debentures.


 


(a)           The Company covenants and agrees that it will duly and
punctually pay or cause to be paid the principal of and premium, if any, and
interest and any Additional Interest on the Debentures at the place, at the
respective times and in the manner provided in this Indenture and the
Debentures. Each installment of interest on the Debentures may be paid
(i) by mailing checks for such interest payable to the order of the holder
of Debentures entitled thereto as they appear on the registry books of the
Company if a request for a wire transfer has not been received by the Company
or (ii) by wire transfer to any account with a banking institution located
in the United States designated in writing by such Person to the paying agent
no later than the related record date. 
Notwithstanding the foregoing, so long as the holder of the Debenture is
the Institutional Trustee, the payment of the principal of and interest on the
Debenture will be made in immediately available funds at such place and to such
account as may be designated by the Institutional Trustee.


 


(b)           The Company will treat the Debentures as indebtedness, and
the amounts payable in respect of the principal amount of such Debentures as
interest, for all United States federal income tax purposes.  All payments in respect of such Debentures
will be made free and clear of United States withholding tax to any beneficial
owner thereof that has provided an Internal Revenue Service Form W8 BEN (or any
substitute or successor form) establishing its non-United States status for
United States federal income tax purposes.


 


(c)           The Company has no present intention to exercise its right
under Section 2.11 to defer payments of interest on the Debentures by
commencing an Extension Period.


 


14

















 


(d)           The Company believes that the likelihood that it would
exercise its right under Section 2.11 to defer payments of interest on the
Debentures by commencing an Extension Period at any time during which the
Debentures are outstanding is remote because of the restrictions that would be
imposed on the Company’s ability to declare or pay dividends or distributions
on, or to redeem, purchase or make a liquidation payment with respect to, any
of its outstanding equity and on the Company’s ability to make any payments of
principal of or interest on, or repurchase or redeem, any of its debt
securities that rank pari passu in all respects with (or junior in interest to)
the Debentures.


 


Section 3.2.           Offices for Notices and Payments, etc.  So long as any of the Debentures remain outstanding, the Company
will maintain in Hartford, Connecticut, an office or agency where the
Debentures may be presented for payment, an office or agency where the
Debentures may be presented for registration of transfer and for exchange as in
this Indenture provided and an office or agency where notices and demands to or
upon the Company in respect of the Debentures or of this Indenture may be
served.  The Company will give to the
Trustee written notice of the location of any such office or agency and of any
change of location thereof.  Until otherwise
designated from time to time by the Company in a notice to the Trustee, or
specified as contemplated by Section 2.5, such office or agency for all of
the above purposes shall be the office or agency of the Trustee.  In case the Company shall fail to maintain
any such office or agency in Hartford, Connecticut, or shall fail to give such
notice of the location or of any change in the location thereof, presentations
and demands may be made and notices may be served at the principal corporate
trust office of the Trustee.


 


In addition to any such
office or agency, the Company may from time to time designate one or more
offices or agencies outside Hartford, Connecticut, where the Debentures may be
presented for registration of transfer and for exchange in the manner provided
in this Indenture, and the Company may from time to time rescind such
designation, as the Company may deem desirable or expedient; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain any such office or agency in Hartford,
Connecticut, for the purposes above mentioned. 
The Company will give to the Trustee prompt written notice of any such
designation or rescission thereof.


 


Section 3.3.           Appointments to Fill Vacancies in
Trustee’s Office.  The Company, whenever necessary to avoid or
fill a vacancy in the office of Trustee, will appoint, in the manner provided
in Section 6.9, a Trustee, so that there shall at all times be a Trustee
hereunder.


 


Section 3.4.           Provision as to Paying Agent.


 


(a)           If the Company shall appoint a paying agent other than the
Trustee, it will cause such paying agent to execute and deliver to the Trustee
an instrument in which such agent shall agree with the Trustee, subject to the
provision of this Section 3.4,


 


(1)           that it will hold all sums held by it as such agent for
the payment of the principal of and premium, if any, or interest, if any, on
the Debentures (whether such sums have been paid to it by the Company or by any
other obligor on the Debentures) in trust for the benefit of the holders of the
Debentures;


 


(2)           that it will give the Trustee prompt written notice of any
failure by the Company (or by any other obligor on the Debentures) to make any
payment of the principal of and premium, if any, or interest, if any, on the
Debentures when the same shall be due and payable; and


 


(3)           that it will, at any time during the continuance of any
Event of Default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such paying agent.


 


15

















 


(b)           If the Company shall act as its own paying agent, it will,
on or before each due date of the principal of and premium, if any, or
interest, if any, on the Debentures, set aside, segregate and hold in trust for
the benefit of the holders of the Debentures a sum sufficient to pay such
principal, premium or interest so becoming due and will notify the Trustee in
writing of any failure to take such action and of any failure by the Company
(or by any other obligor under the Debentures) to make any payment of the
principal of and premium, if any, or interest, if any, on the Debentures when
the same shall become due and payable.


 


Whenever the Company shall
have one or more paying agents for the Debentures, it will, on or prior to each
due date of the principal of and premium, if any, or interest, if any, on the
Debentures, deposit with a paying agent a sum sufficient to pay the principal,
premium or interest so becoming due, such sum to be held in trust for the
benefit of the Persons entitled thereto and (unless such paying agent is the
Trustee) the Company shall promptly notify the Trustee in writing of its action
or failure to act.


 


(c)           Anything in this Section 3.4 to the contrary
notwithstanding, the Company may, at any time, for the purpose of obtaining a
satisfaction and discharge with respect to the Debentures, or for any other
reason, pay, or direct any paying agent to pay to the Trustee all sums held in
trust by the Company or any such paying agent, such sums to be held by the
Trustee upon the trusts herein contained.


 


(d)           Anything in this Section 3.4 to the contrary
notwithstanding, the agreement to hold sums in trust as provided in this
Section 3.4 is subject to Sections 12.3 and 12.4.


 


Section 3.5.           Certificate to Trustee.  The Company will deliver to the Trustee on or before
120 days after the end of each fiscal year, so long as Debentures are
outstanding hereunder, a Certificate stating that in the course of the
performance by the signers of their duties as officers of the Company they
would normally have knowledge of any default during such fiscal year by the
Company in the performance of any covenants contained herein, stating whether
or not they have knowledge of any such default and, if so, specifying each such
default of which the signers have knowledge and the nature and states thereof.


 


Section 3.6.           Additional
Sums.  If and for so long as the Trust is the
holder of all Debentures and the Trust is required to pay any additional taxes,
duties, assessments or other governmental charges as a result of a Tax Event,
the Company will pay such additional amounts (“Additional Sums”) on the
Debentures as shall be required so that the net amounts received and retained
by the Trust after paying taxes, duties, assessments or other governmental
charges will be equal to the amounts the Trust would have received if no such
taxes, duties, assessments or other governmental charges had been imposed.  Whenever in this Indenture or the Debentures
there is a reference in any context to the payment of principal of or interest
on the Debentures, such mention shall be deemed to include mention of 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 during an Extension Period pursuant to
Section 2.11 shall not defer the payment of any Additional Sums that may
be due and payable.


 


Section 3.7.           Compliance with Consolidation
Provisions.  The Company will not, while any of the
Debentures remain outstanding, consolidate with, or merge into, or merge into
itself, or sell or convey all or substantially all of its property to any other
Person unless the provisions of Article XI hereof are complied with.


 


Section 3.8.           Limitation on Dividends.  If Debentures are initially issued to the Trust or a trustee of
such trust in connection with the issuance of Trust Securities by the Trust (regardless
of


 


16

















 


whether Debentures continue to be held by
such Trust) and (i) there shall have occurred and be continuing any event
that would constitute an Event of Default, (ii) the Company shall be in
default with respect to its payment of any obligations under the Capital
Securities Guarantee, or (iii) the Company shall have given notice of its
election to defer payments of interest on the Debentures by extending the
interest payment period as provided herein and such period, or any extension
thereof, shall be continuing, then the Company shall not, and shall not allow
any Affiliate of the Company to, (x) declare or pay any dividends or
distributions on, or redeem, purchase, acquire, or make a liquidation payment
with respect to, any of the Company’s capital stock or its Affiliates’ capital
stock (other than payments of dividends or distributions to the Company) or
make any guarantee payments with respect to the foregoing or (y) make any
payment of principal of or interest or premium, if any, on or repay, repurchase
or redeem any debt securities of the Company or any Affiliate that rank pari
passu in all respects with or junior in interest to the Debentures (other than,
with respect to clauses (x) and (y) above, 
(1) repurchases, redemptions or other acquisitions of shares of
capital stock of the Company in connection with any employment contract,
benefit plan or other similar arrangement with or for the benefit of one or
more employees, officers, directors or consultants, in connection with a
dividend reinvestment or stockholder stock purchase plan or in connection with
the issuance of capital stock of the Company (or securities convertible into or
exercisable for such capital stock) as consideration in an acquisition
transaction entered into prior to the applicable Extension Period, if any,
(2) as a result of any exchange or conversion of any class or series of
the Company’s capital stock (or any capital stock of a subsidiary of the
Company) for any class or series of the Company’s capital stock or of any class
or series of the Company’s indebtedness for any class or series of the
Company’s capital stock, (3) the purchase of fractional interests in
shares of the Company’s capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted or exchanged,
(4) any declaration of a dividend in connection with any stockholder’s
rights plan, or the issuance of rights, stock or other property under any
stockholder’s rights plan, or the redemption or repurchase of rights pursuant
thereto, (5) any dividend in the form of stock, warrants, options or other
rights where the dividend stock or the stock issuable upon exercise of such
warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to such stock and any
cash payments in lieu of fractional shares issued in connection therewith, or
(6) payments under the Capital Securities Guarantee).


 


Section 3.9.           Covenants as to the Trust.  For so long as the Trust Securities remain outstanding, the
Company shall maintain 100% ownership of the Common Securities; provided,
however, that any permitted successor of the Company under this
Indenture may succeed to the Company’s ownership of such Common
Securities.  The Company, as owner of
the Common Securities, shall cause the Trust (a) to remain a statutory
trust, except in connection with a distribution of Debentures to the holders of
Trust Securities in liquidation of the Trust, the redemption of all of the
Trust Securities or certain mergers, consolidations or amalgamations, each as
permitted by the Declaration, (b) to otherwise continue to be classified
as a grantor trust for United States federal income tax purposes and
(c) to cause each holder of Trust Securities to be treated as owning an
undivided beneficial interest in the Debentures.


 


ARTICLE IV.

SECURITYHOLDERS’ LISTS AND REPORTS

BY THE COMPANY AND THE TRUSTEE


 


Section 4.1.           Securityholders’ Lists.  The Company covenants and agrees that it will furnish or caused
to be furnished to the Trustee:


 


(a)           on each regular record date for the Debentures, a list, in
such form as the Trustee may reasonably require, of the names and addresses of
the Securityholders of the Debentures as of such record date; and


 


17

















 


(b)           at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company 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;


 


except that no such lists need be furnished
under this Section 4.1 so long as the Trustee is in possession thereof by
reason of its acting as Debenture registrar.


 


Section 4.2.           Preservation
and Disclosure of Lists.


 


(a)           The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
holders of Debentures (1) contained in the most recent list furnished to
it as provided in Section 4.1 or (2) received by it in the capacity
of Debentures registrar (if so acting) hereunder.  The Trustee may destroy any list furnished to it as provided in
Section 4.1 upon receipt of a new list so furnished.


 


(b)           In case three or more holders of Debentures (hereinafter
referred to as “applicants”) apply in writing to the Trustee and furnish to the
Trustee reasonable proof that each such applicant has owned a Debenture for a
period of at least 6 months preceding the date of such application, and such
application states that the applicants desire to communicate with other holders
of Debentures with respect to their rights under this Indenture or under such
Debentures and is accompanied by a copy of the form of proxy or other communication
which such applicants propose to transmit, then the Trustee shall within 5
Business Days after the receipt of such application, at its election, either:


 


(1)           afford such applicants access to the information preserved
at the time by the Trustee in accordance with the provisions of
subsection (a) of this Section 4.2, or


 


(2)           inform such applicants as to the approximate number of
holders of Debentures whose names and addresses appear in the information
preserved at the time by the Trustee in accordance with the provisions of
subsection (a) of this Section 4.2, and as to the approximate cost of
mailing to such Securityholders the form of proxy or other communication, if
any, specified in such application.


 


If the Trustee shall elect
not to afford such applicants access to such information, the Trustee shall,
upon the written request of such applicants, mail to each Securityholder whose
name and address appear in the information preserved at the time by the Trustee
in accordance with the provisions of subsection (a) of this
Section 4.2 a copy of the form of proxy or other communication which is
specified in such request with reasonable promptness after a tender to the
Trustee of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of mailing, unless within five days after
such tender, the Trustee shall mail to such applicants and file with the
Securities and Exchange Commission, if permitted or required by applicable law,
together with a copy of the material to be mailed, a written statement to the
effect that, in the opinion of the Trustee, such mailing would be contrary to
the best interests of the holders of all Debentures, as the case may be, or
would be in violation of applicable law. 
Such written statement shall specify the basis of such opinion.  If said Commission, as permitted or required
by applicable law, after opportunity for a hearing upon the objections
specified in the written statement so filed, shall enter an order refusing to
sustain any of such objections or if, after the entry of an order sustaining
one or more of such objections, said Commission shall find, after notice and
opportunity for hearing, that all the objections so sustained have been met and
shall enter an order so declaring, the Trustee shall mail copies of such
material to all such Securityholders with reasonable promptness after the entry
of such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their application.


 


18

















 


(c)           Each and every holder of Debentures, by receiving and
holding the same, agrees with Company and the Trustee that neither the Company
nor the Trustee nor any paying agent shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the holders
of Debentures in accordance with the provisions of subsection (b) of this
Section 4.2, regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of
mailing any material pursuant to a request made under said subsection (b).


 


ARTICLE V.

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

UPON AN EVENT OF DEFAULT


 


Section 5.1.           Events
of Default.  “Event of Default,” wherever used herein,
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):


 


(a)           the Company defaults in the payment of any interest upon
any Debenture when it becomes due and payable, and fails to cure such default
for a period of 30 days; provided, however, that a valid
extension of an interest payment period by the Company in accordance with the
terms of this Indenture shall not constitute a default in the payment of
interest for this purpose; or


 


(b)           the Company defaults in the payment of all or any part of
the principal of (or premium, if any, on) any Debentures as and when the same
shall become due and payable either at maturity, upon redemption, by
declaration of acceleration or otherwise; or


 


(c)           the Company defaults in the performance of, or breaches,
any of its covenants or agreements in this Indenture or in the terms of the
Debentures established as contemplated in this Indenture (other than a covenant
or agreement a default in whose performance or whose breach is elsewhere in this
Section specifically dealt with), and continuance of such default or
breach for a period of 60 days after there has been given, by registered
or certified mail, to the Company by the Trustee or to the Company and the
Trustee by the holders of at least 25% in aggregate principal amount of the
outstanding Debentures, a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a “Notice of
Default” hereunder; or


 


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


 


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


 


(f)            the Trust shall have voluntarily or involuntarily
liquidated, dissolved, wound-up its business or otherwise terminated its
existence except in connection with (i) the distribution of the Debentures
to holders of such Trust Securities in liquidation of their interests in the
Trust, (ii) the


 


19

















 


redemption of all of the outstanding Trust
Securities or (iii) certain mergers, consolidations or amalgamations, each
as permitted by the Declaration.


 


If an Event of Default
occurs and is continuing with respect to the Debentures, then, and in each and
every such case, unless the principal of the Debentures shall have already
become due and payable, either the Trustee or the holders of not less than 25%
in aggregate principal amount of the Debentures then outstanding hereunder, by
notice in writing to the Company (and to the Trustee if given by
Securityholders), may declare the entire principal of the Debentures and the
interest accrued thereon, if any, to be due and payable immediately, and upon
any such declaration the same shall become immediately due and payable.


 


The foregoing provisions,
however, are subject to the condition that if, at any time after the principal
of the Debentures shall have been so declared due and payable, and before any
judgment or decree for the payment of the moneys due shall have been obtained
or entered as hereinafter provided, the Company shall pay or shall deposit with
the Trustee a sum sufficient to pay all matured installments of interest upon
all the Debentures and the principal of and premium, if any, on the Debentures
which shall have become due otherwise than by acceleration (with interest upon
such principal and premium, if any, and Additional Interest) and such amount as
shall be sufficient to cover reasonable compensation to the Trustee and each
predecessor Trustee, their respective agents, attorneys and counsel, and all
other amounts due to the Trustee pursuant to Section 6.6, and if any and
all Events of Default under this Indenture, other than the non-payment of the
principal of or premium, if any, on Debentures which shall have become due by
acceleration, shall have been cured, waived or otherwise remedied as provided
herein — then and in every such case the holders of a majority in
aggregate principal amount of the Debentures then outstanding, by written
notice to the Company and to the Trustee, may waive all defaults and rescind
and annul such declaration and its consequences, but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent default
or shall impair any right consequent thereon.


 


In case the Trustee shall
have proceeded to enforce any right under this Indenture and such proceedings
shall have been discontinued or abandoned because of such rescission or
annulment or for any other reason or shall have been determined adversely to
the Trustee, then and in every such case the Company, the Trustee and the
holders of the Debentures shall be restored respectively to their several
positions and rights hereunder, and all rights, remedies and powers of the
Company, the Trustee and the holders of the Debentures shall continue as though
no such proceeding had been taken.


 


Section 5.2.           Payment of Debentures on Default;
Suit Therefor.  The Company covenants that (a) in case
default shall be made in the payment of any installment of interest upon any of
the Debentures as and when the same shall become due and payable, and such
default shall have continued for a period of 30 days, or (b) in case
default shall be made in the payment of the principal of or premium, if any, on
any of the Debentures as and when the same shall have become due and payable,
whether at maturity of the Debentures or upon redemption or by declaration of
acceleration or otherwise — then, upon demand of the Trustee, the Company
will pay to the Trustee, for the benefit of the holders of the Debentures the
whole amount that then shall have become due and payable on all Debentures for
principal and premium, if any, or interest, or both, as the case may be, with
Additional Interest accrued on the Debentures (to the extent that payment of
such interest is enforceable under applicable law and, if the Debentures are
held by the Trust or a trustee of such Trust, without duplication of any other
amounts paid by the Trust or a trustee in respect thereof); and, in addition
thereto, such further amount as shall be sufficient to cover the costs and expenses
of collection, including a reasonable compensation to the Trustee, its agents,
attorneys and counsel, and any other amounts due to the Trustee under
Section 6.6.  In case the Company
shall fail forthwith to pay such amounts upon such demand, the Trustee, in its
own name and as trustee of an express trust, shall be entitled and empowered to
institute any actions or


 


20

















 


proceedings at law or in equity for the
collection of the sums so due and unpaid, and may prosecute any such action or
proceeding to judgment or final decree, and may enforce any such judgment or
final decree against the Company or any other obligor on such Debentures and
collect in the manner provided by law out of the property of the Company or any
other obligor on such Debentures wherever situated the moneys adjudged or
decreed to be payable.


 


In case there shall be
pending proceedings for the bankruptcy or for the reorganization of the Company
or any other obligor on the Debentures under Bankruptcy Law, or in case a
receiver or trustee shall have been appointed for the property of the Company
or such other obligor, or in the case of any other similar judicial proceedings
relative to the Company or other obligor upon the Debentures, or to the
creditors or property of the Company or such other obligor, the Trustee,
irrespective of whether the principal of the Debentures shall then be due and
payable as therein expressed or by declaration of acceleration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant to the
provisions of this Section 5.2, shall be entitled and empowered, by
intervention in such proceedings or otherwise,


 


(i)            to file and prove a claim or claims for the whole amount
of principal and interest owing and unpaid in respect of the Debentures and, in
case of any judicial proceedings,


 


(ii)           to file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for reasonable compensation to the Trustee and each
predecessor Trustee, and their respective agents, attorneys and counsel, and
for reimbursement of all other amounts due to the Trustee under
Section 6.6, and of the Securityholders allowed in such judicial proceedings
relative to the Company or any other obligor on the Debentures, or to the
creditors or property of the Company or such other obligor, unless prohibited
by applicable law and regulations, to vote on behalf of the holders of the
Debentures in any election of a trustee or a standby trustee in arrangement,
reorganization, liquidation or other bankruptcy or insolvency proceedings or
Person performing similar functions in comparable proceedings,


 


(iii)          to collect and receive any moneys or other property payable
or deliverable on any such claims, and


 


(iv)          to distribute the same after the deduction of its charges
and expenses.


 


Any receiver, assignee or trustee in
bankruptcy or reorganization is hereby authorized by each of the
Securityholders to make such payments to the Trustee, and, in the event that
the Trustee shall consent to the making of such payments directly to the
Securityholders, to pay to the Trustee such amounts as shall be sufficient to
cover reasonable compensation to the Trustee, each predecessor Trustee and
their respective agents, attorneys and counsel, and all other amounts due to
the Trustee under Section 6.6.


 


Nothing herein contained
shall be construed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Securityholder any plan of reorganization,
arrangement, adjustment or composition affecting the Debentures or the rights
of any holder thereof or to authorize the Trustee to vote in respect of the
claim of any Securityholder in any such proceeding.


 


All rights of action and of
asserting claims under this Indenture, or under any of the Debentures, may be
enforced by the Trustee without the possession of any of the Debentures, or the
production thereof at any trial or other proceeding relative thereto, and any
such suit or proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall be for
the ratable benefit of the holders of the Debentures.


 


21

















 


In any proceedings brought
by the Trustee (and also any proceedings involving the interpretation of any
provision of this Indenture to which the Trustee shall be a party), the Trustee
shall be held to represent all the holders of the Debentures, and it shall not
be necessary to make any holders of the Debentures parties to any such
proceedings.


 


Section 5.3.           Application of Moneys Collected by
Trustee.  Any moneys collected by the Trustee pursuant
to this Article V shall be applied in the following order, at the date or
dates fixed by the Trustee for the distribution of such moneys, upon
presentation of the several Debentures in respect of which moneys have been
collected, and stamping thereon the payment, if only partially paid, and upon surrender
thereof if fully paid:


 


First:  To the payment of costs and expenses
incurred by, and reasonable fees of, the Trustee, its agents, attorneys and
counsel, and of all other amounts due to the Trustee under Section 6.6;


 


Second:  To the payment of all Senior Indebtedness of
the Company if and to the extent required by Article XV;


 


Third:  To the payment of the amounts then due and
unpaid upon Debentures for principal (and premium, if any), and interest on the
Debentures, in respect of which or for the benefit of which money has been
collected, ratably, without preference or priority of any kind, according to
the amounts due on such Debentures for principal (and premium, if any) and
interest, respectively; and


 


Fourth:  The balance, if any, to the Company.


 


Section 5.4.           Proceedings
by Securityholders. 
No holder of any Debenture shall have any right to institute any suit,
action or proceeding for any remedy hereunder, unless such holder previously
shall have given to the Trustee written notice of an Event of Default with
respect to the Debentures and unless the holders of not less than 25% in
aggregate principal amount of the Debentures then outstanding shall have given
the Trustee a written request to institute such action, suit or proceeding and
shall have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses and liabilities to be incurred thereby, and the
Trustee for 60 days after its receipt of such notice, request and offer of
indemnity shall have failed to institute any such action, suit or proceeding; provided,
however, that no holder of Debentures shall have any right to prejudice
the rights of any other holder of Debentures, obtain priority or preference
over any other such holder or enforce any right under this Indenture except in
the manner herein provided and for the equal, ratable and common benefit of all
holders of Debentures.


 


Notwithstanding any other
provisions in this Indenture, however, the right of any holder of any Debenture
to receive payment of the principal of, premium, if any, and interest, on such
Debenture when due, or to institute suit for the enforcement of any such
payment, shall not be impaired or affected without the consent of such holder
and by accepting a Debenture hereunder it is expressly understood, intended and
covenanted by the taker and holder of every Debenture with every other such
taker and holder and the Trustee, that no one or more holders of Debentures
shall have any right in any manner whatsoever by virtue or by availing itself
of any provision of this Indenture to affect, disturb or prejudice the rights
of the holders of any other Debentures, or to obtain or seek to obtain priority
over or preference to any other such holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all holders of Debentures. 
For the protection and enforcement of the provisions of this Section,
each and every Securityholder and the Trustee shall be entitled to such relief
as can be given either at law or in equity.


 


Section 5.5.           Proceedings by Trustee.  In case of an Event of Default hereunder the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such


 


22

















 


appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any of such rights,
either by suit in equity or by action at law or by proceeding in bankruptcy or
otherwise, whether for the specific enforcement of any covenant or agreement
contained in this Indenture or in aid of the exercise of any power granted in
this Indenture, or to enforce any other legal or equitable right vested in the
Trustee by this Indenture or by law.


 


Section 5.6.           Remedies Cumulative and Continuing;
Delay or Omission Not a Waiver.  Except as otherwise provided in Section 2.6, all powers and
remedies given by this Article V to the Trustee or to the Securityholders
shall, to the extent permitted by law, be deemed cumulative and not exclusive
of any other powers and remedies available to the Trustee or the holders of the
Debentures, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture or
otherwise established with respect to the Debentures, and no delay or omission
of the Trustee or of any holder of any of the Debentures to exercise any right
or power accruing upon any Event of Default occurring and continuing as
aforesaid shall impair any such right or power, or shall be construed to be a
waiver of any such default or an acquiescence therein; and, subject to the
provisions of Section 5.4, every power and remedy given by this
Article V or by law to the Trustee or to the Securityholders may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Securityholders.


 


No delay or omission of the
Trustee or any Securityholder to exercise any right or remedy accruing upon any
Event of Default 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 any Securityholder may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee (in
accordance with its duties under Section 6.1 hereof) or by such holder, as
the case may be.


 


Section 5.7.           Direction of Proceedings and Waiver
of Defaults by Majority of Securityholders.  The holders of a majority in aggregate principal amount of the
Debentures affected (voting as one class) at the time outstanding 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 such Debentures; provided, however,
that (subject to the provisions of Section 6.1) the Trustee shall have the
right to decline to follow any such direction if the Trustee shall determine
that the action so directed would be unjustly prejudicial to the holders not
taking part in such direction or if the Trustee being advised by counsel
determines that the action or proceeding so directed may not lawfully be taken
or if a Responsible Officer of the Trustee shall determine that the action or
proceedings so directed would involve the Trustee in personal liability.


 


The holders of a majority in
aggregate principal amount of the Debentures at the time outstanding may on
behalf of the holders of all of the Debentures waive (or modify any previously
granted waiver of) any past default or Event of Default, and its consequences,
except a default (a) in the payment of principal of, premium, if any, or
interest on any of the Debentures, (b) in respect of covenants or
provisions hereof which cannot be modified or amended without the consent of
the holder of each Debenture affected, or (c) in respect of the covenants
contained in Section 3.9; provided, however, that if the
Debentures are held by the Trust or a trustee of such trust, such waiver or
modification to such waiver shall not be effective until the holders of a
majority in Liquidation Amount of Trust Securities of the Trust shall have
consented to such waiver or modification to such waiver, provided, further,
that if the consent of the holder of each outstanding Debenture is required,
such waiver shall not be effective until each holder of the Trust Securities of
the Trust shall have consented to such waiver. 
Upon any such waiver, the default covered thereby shall be deemed to be
cured for all purposes of this Indenture and the Company, the Trustee and the
holders of the Debentures shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any subsequent
or other default or Event of Default or


 


23

















 


impair any right consequent thereon.  Whenever any default or Event of Default
hereunder shall have been waived as permitted by this Section, said default or
Event of Default shall for all purposes of the Debentures and this Indenture be
deemed to have been cured and to be not continuing.


 


Section 5.8.           Notice of Defaults. 
The Trustee shall, within 90 days after the actual knowledge by a
Responsible Officer of the Trustee of the occurrence of a default with respect
to the Debentures, mail to all Securityholders, as the names and addresses of
such holders appear upon the Debenture Register, notice of all defaults with
respect to the Debentures known to the Trustee, unless such defaults shall have
been cured before the giving of such notice (the term “defaults” for the
purpose of this Section 5.8 being hereby defined to be the events
specified in clauses (a), (b), (c), (d), (e) and (f) of Section 5.1,
not including periods of grace, if any, provided for therein; provided, however,
that, except in the case of default in the payment of the principal of,
premium, if any, or interest on any of the Debentures, the Trustee shall be
protected in withholding such notice if and so long as a Responsible Officer of
the Trustee in good faith determines that the withholding of such notice is in
the interests of the Securityholders.


 


Section 5.9.           Undertaking to
Pay Costs.  All
parties to this Indenture agree, and each holder of any Debenture 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 and
expenses, 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; provided,
however, that the provisions of this Section 5.9 shall not apply to
any suit instituted by the Trustee, to any suit instituted by any
Securityholder, or group of Securityholders, holding in the aggregate more than
10% in principal amount of the Debentures outstanding, or to any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Debenture against the
Company on or after the same shall have become due and payable.


 


ARTICLE VI.

CONCERNING THE TRUSTEE


 


Section 6.1.           Duties and Responsibilities of Trustee.  With respect to the holders of Debentures
issued hereunder, the Trustee, prior to the occurrence of an Event of Default
with respect to the Debentures and after the curing or waiving of all Events of
Default which may have occurred, with respect to the Debentures, undertakes to
perform such duties and only such duties as are specifically set forth in this
Indenture, and no implied covenants shall be read into this Indenture against
the Trustee.  In case an Event of
Default with respect to the Debentures has occurred (which has not been cured
or waived), 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 man would exercise or use under the circumstances in the
conduct of his own affairs.


 


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:


 


(a)           prior to the occurrence of an Event of Default with
respect to Debentures and after the curing or waiving of all Events of Default
which may have occurred


 


(1)           the duties and obligations of the Trustee with respect to
Debentures shall be determined solely by the express provisions of this
Indenture, and the Trustee shall not be liable except for the performance of
such duties and obligations with respect to the


 


24

















 


Debentures as are
specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee, and


 


(2)           in the absence of bad faith on the part of the Trustee,
the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any 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 which by any
provision 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)           the Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer or Officers of the Trustee, unless
it shall be proved that the Trustee was negligent in ascertaining the pertinent
facts; and


 


(c)           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 the Securityholders pursuant to Section 5.7, 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.


 


None of the provisions
contained in this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur personal financial liability in the performance of any
of its duties or in the exercise of any of its rights or powers, if there is
ground for believing that the repayment of such funds or liability is not
assured to it under the terms of this Indenture or indemnity satisfactory to
the Trustee against such risk is not reasonably assured to it.


 


Section 6.2.           Reliance on Documents, Opinions, etc. 
Except as otherwise provided in Section 6.1:


 


(a)           the Trustee may conclusively rely and shall be fully
protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, bond,
note, debenture 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, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by an Officers’ Certificate
(unless other evidence in respect thereof be herein specifically prescribed);
and any Board Resolution may be evidenced to the Trustee by a copy thereof
certified by the Secretary or an Assistant Secretary of the Company;


 


(c)           the Trustee may consult with counsel of its selection and
any advice or 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 accordance with such advice or Opinion of Counsel;


 


(d)           the Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders, pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby;


 


(e)           the Trustee shall not be liable for any action taken or
omitted by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture; nothing
contained herein shall, however, relieve the Trustee of the obligation, upon
the occurrence of an Event of Default with respect to the Debentures (that has
not been cured or waived) to


 


25

















 


exercise with respect to Debentures such of
the rights and powers vested in it by this Indenture, and to use the same
degree of care and skill in their exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs;


 


(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, consent, order, approval, bond, debenture,
coupon or other paper or document, unless requested in writing to do so by the
holders of not less than a majority in aggregate principal amount of the
outstanding Debentures affected thereby; provided, however, that
if the payment within a reasonable time to the Trustee of the costs, expenses
or liabilities likely to be incurred by it in the making of such investigation
is, in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such expense or liability as a condition to so
proceeding;


 


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


 


(h)           with the exceptions of defaults under Sections 5.1(a) or
5.1(b), the Trustee shall not be charged with knowledge of any Default or Event
of Default with respect to the Debentures unless a written notice of such
Default or Event of Default shall have been given to the Trustee by the Company
or any other obligor on the Debentures or by any holder of the Debentures.


 


Section 6.3.           No
Responsibility for Recitals, etc.  The
recitals contained herein and in the Debentures (except in the certificate of
authentication of the Trustee or the Authenticating Agent) shall be taken as
the statements of the Company, and the Trustee and the Authenticating Agent
assume no responsibility for the correctness of the same.  The Trustee and the Authenticating Agent
make no representations as to the validity or sufficiency of this Indenture or
of the Debentures.  The Trustee and the
Authenticating Agent shall not be accountable for the use or application by the
Company of any Debentures or the proceeds of any Debentures authenticated and
delivered by the Trustee or the Authenticating Agent in conformity with the
provisions of this Indenture.


 


Section 6.4.           Trustee,
Authenticating Agent, Paying Agents, Transfer Agents or Registrar May Own Debentures.  The Trustee or any Authenticating Agent or
any paying agent or any transfer agent or any Debenture registrar, in its
individual or any other capacity, may become the owner or pledgee of Debentures
with the same rights it would have if it were not Trustee, Authenticating
Agent, paying agent, transfer agent or Debenture registrar.


 


Section 6.5.           Moneys to be Held in Trust.  Subject to the provisions of
Section 12.4, all moneys received by the Trustee or any paying agent
shall, until used or applied as herein provided, be held in trust for the
purpose for which they were received, but need not be segregated from other
funds except to the extent required by law. 
The Trustee and any paying agent shall be under no liability for
interest on any money received by it hereunder except as otherwise agreed in
writing with the Company.  So long as no
Event of Default shall have occurred and be continuing, all interest allowed on
any such moneys shall be paid from time to time upon the written order of the
Company, signed by the Chairman of the Board of Directors, the President, a
Managing Director, a Vice President the Treasurer or an Assistant Treasurer of
the Company.


 


Section 6.6.           Compensation and Expenses of Trustee.  The Company covenants and agrees to pay to the Trustee from time
to time, and the Trustee shall be entitled to, such compensation as shall be
agreed to in writing between the Company and the Trustee (which shall not be
limited by any provision of


 


26

















 


law in regard to the compensation of a
trustee of an express trust), and the Company will pay or reimburse the Trustee
upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any of the provisions of
this Indenture (including the reasonable compensation and the expenses and
disbursements of its counsel and of all Persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its
negligence or willful misconduct.  The
Company also covenants to indemnify each of the Trustee or any predecessor
Trustee (and its officers, agents, directors and employees) for, and to hold it
harmless against, any and all loss, damage, claim, liability or expense
including taxes (other than taxes based on the income of the Trustee) incurred
without negligence or willful misconduct on the part of the Trustee and arising
out of or in connection with the acceptance or administration of this trust,
including the costs and expenses of defending itself against any claim of
liability.  The obligations of the
Company under this Section 6.6 to compensate and indemnify the Trustee and
to pay or reimburse the Trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder. 
Such additional indebtedness shall be secured by a lien prior to that of
the Debentures upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the benefit of the holders of particular
Debentures.


 


Without prejudice to any
other rights available to the Trustee under applicable law, when the Trustee
incurs expenses or renders services in connection with an Event of Default
specified in Section 5.1(d), Section 5.1(e) or Section 5.1(f),
the expenses (including the reasonable charges and expenses of its counsel) and
the compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.


 


The provisions of this
Section shall survive the resignation or removal of the Trustee and the
defeasance or other termination of this Indenture.


 


Notwithstanding anything in
this Indenture or any Debenture to the contrary, the Trustee shall have no
obligation whatsoever to advance funds to pay any principal of or interest on
or other amounts with respect to the Debentures or otherwise advance funds to
or on behalf of the Company.


 


Section 6.7.           Officers’ Certificate as Evidence.  Except as otherwise provided in Sections 6.1 and 6.2,
whenever in the administration of the provisions of this Indenture the Trustee
shall deem it necessary or desirable that a matter be proved or established
prior to taking or omitting any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence or willful misconduct on the part of the Trustee, be
deemed to be conclusively proved and established by an Officers’ Certificate
delivered to the Trustee, and such certificate, in the absence of negligence or
willful misconduct on the part of the Trustee, shall be full warrant to the
Trustee for any action taken or omitted by it under the provisions of this
Indenture upon the faith thereof.


 


Section 6.8.           Eligibility of Trustee.  The Trustee hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America or
any state or territory thereof or of the District of Columbia or a corporation
or other Person authorized under such laws to exercise corporate trust powers,
having (or whose obligations under this Indenture are guaranteed by an
affiliate having) a combined capital and surplus of at least 50 million
U.S. dollars ($50,000,000) and subject to supervision or examination by federal,
state, territorial, or District of Columbia 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 6.8
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 records of
condition so published.


 


The Company may not, nor may
any Person directly or indirectly controlling, controlled by, or under common
control with the Company, serve as Trustee.


 


27

















 


In case at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section 6.8, the Trustee shall resign immediately in the manner and with
the effect specified in Section 6.9.


 


Section 6.9.           Resignation or Removal of Trustee


 


(a)           The Trustee, or any trustee or trustees hereafter
appointed, may at any time resign by giving written notice of such resignation
to the Company and by mailing notice thereof, at the Company’s expense, to the
holders of the Debentures at their addresses as they shall appear on the
Debenture Register.  Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee
or trustees by written instrument, in duplicate, executed by order of its Board
of Directors, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor Trustee. 
If no successor Trustee shall have been so appointed and have accepted
appointment within 30 days after the mailing of such notice of resignation to
the affected Securityholders, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee, or any
Securityholder who has been a bona fide holder of a Debenture or Debentures for
at least six months may, subject to the provisions of Section 5.9, on
behalf of himself and all others similarly situated, petition any such court for
the appointment of a successor Trustee. 
Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, appoint a successor Trustee.


 


(b)           In case at any time any of the following shall
occur —


 


(1)           the Trustee shall fail to comply with the provisions of
Section 6.8 after written request therefor by the Company or by any
Securityholder who has been a bona fide holder of a Debenture or Debentures for
at least 6 months, or


 


(2)           the Trustee shall cease to be eligible in accordance with
the provisions of Section 6.8 and shall fail to resign after written
request therefor by the Company or by any such Securityholder, or


 


(3)           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, the
Company may remove the Trustee and appoint a successor Trustee by written
instrument, in duplicate, executed by order of the Board of Directors, one copy
of which instrument shall be delivered to the Trustee so removed and one copy
to the successor Trustee, or, subject to the provisions of Section 5.9,
any Securityholder who has been a bona fide holder of a Debenture or Debentures
for at least 6 months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.  Such court may thereupon, after such notice, if any, as it may
deem proper and prescribe, remove the Trustee and appoint successor Trustee.


 


(c)           Upon prior written notice to the Company and the Trustee,
the holders of a majority in aggregate principal amount of the Debentures at
the time outstanding may at any time remove the Trustee and nominate a
successor Trustee, which shall be deemed appointed as successor Trustee unless
within 10 Business Days after such nomination the Company objects thereto, in
which case, or in the case of a failure by such holders to nominate a successor
Trustee, the Trustee so removed or any Securityholder, upon the terms and
conditions and otherwise as in subsection (a) of this Section 6.9
provided, may petition any court of competent jurisdiction for an appointment
of a successor.


 


28

















 


(d)           Any resignation or removal of the Trustee and appointment
of a successor Trustee pursuant to any of the provisions of this
Section shall become effective upon acceptance of appointment by the
successor Trustee as provided in Section 6.10.


 


Section 6.10.        Acceptance by Successor Trustee.  Any successor Trustee appointed as provided in Section 6.9
shall execute, acknowledge and deliver to the Company and to its predecessor
Trustee an instrument accepting such appointment hereunder, 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, duties and obligations with respect to the
Debentures of its predecessor hereunder, with like effect as if originally
named as Trustee herein; but, nevertheless, on the written request of the
Company or of the successor Trustee, the Trustee ceasing to act shall, upon
payment of any amounts then due it pursuant to the provisions of
Section 6.6, execute and deliver an instrument transferring to such
successor Trustee all the rights and powers of the Trustee so ceasing to act
and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee thereunder.  Upon request of any such successor Trustee,
the Company shall execute any and all instruments in writing for more fully and
certainly vesting in and confirming to such successor Trustee all such rights
and powers.  Any Trustee ceasing to act
shall, nevertheless, retain a lien upon all property or funds held or collected
by such Trustee to secure any amounts then due it pursuant to the provisions of
Section 6.6.


 


If a successor Trustee is
appointed, the Company, the retiring Trustee and the successor Trustee shall
execute and deliver an indenture supplemental hereto which 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
Debentures as to which the predecessor Trustee is not retiring shall continue
to be vested in the predecessor Trustee, and 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 Trust 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.


 


No successor Trustee shall
accept appointment as provided in this Section unless at the time of such
acceptance such successor Trustee shall be eligible under the provisions of
Section 6.8.


 


In no event shall a retiring
Trustee be liable for the acts or omissions of any successor Trustee hereunder.


 


Upon acceptance of
appointment by a successor Trustee as provided in this Section 6.10, the
Company shall mail notice of the succession of such Trustee hereunder to the
holders of Debentures at their addresses as they shall appear on the Debenture
Register.  If the Company fails to mail
such notice within 10 Business Days after the acceptance of appointment by the
successor Trustee, the successor Trustee shall cause such notice to be mailed
at the expense of the Company.


 


Section 6.11.        Succession
by Merger, etc.  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 to all or substantially all of
the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder without the execution or filing of any paper or any further
act on the part of any of the parties hereto; provided such corporation
shall be otherwise eligible and qualified under this Article.


 


In case at the time such
successor to the Trustee shall succeed to the trusts created by this Indenture
any of the Debentures shall have been authenticated but not delivered, any such
successor to the Trustee may adopt the certificate of authentication of any
predecessor Trustee, and deliver such


 


29

















 


Debentures so authenticated; and in case at
that time any of the Debentures shall not have been authenticated, any
successor to the Trustee may authenticate such Debentures either in the name of
any predecessor hereunder or in the name of the successor Trustee; and in all
such cases such certificates shall have the full force which it is anywhere in
the Debentures or in this Indenture provided that the certificate of the
Trustee shall have; provided, however, that the right to adopt
the certificate of authentication of any predecessor Trustee or authenticate
Debentures in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, conversion or consolidation.


 


Section 6.12.        Authenticating Agents.  There may be one or more Authenticating Agents appointed by the
Trustee upon the request of the Company with power to act on its behalf and
subject to its direction in the authentication and delivery of Debentures
issued upon exchange or registration of transfer thereof as fully to all
intents and purposes as though any such Authenticating Agent had been expressly
authorized to authenticate and deliver Debentures; provided, however,
that the Trustee shall have no liability to the Company for any acts or
omissions of the Authenticating Agent with respect to the authentication and
delivery of Debentures.  Any such
Authenticating Agent shall at all times be a corporation organized and doing
business under the laws of the United States or of any state or territory
thereof or of the District of Columbia authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of at least
$5,000,000 and being subject to supervision or examination by federal, state,
territorial or District of Columbia authority. 
If such corporation publishes reports of condition at least annually
pursuant to law or the requirements of such authority, then for the purposes of
this Section 6.12 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 an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect herein specified in this Section.


 


Any corporation into which
any Authenticating Agent may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, consolidation or
conversion to which any Authenticating Agent shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of any Authenticating Agent, shall be the successor of such
Authenticating Agent hereunder, if such successor corporation is otherwise
eligible under this Section 6.12 without the execution or filing of any
paper or any further act on the part of the parties hereto or such
Authenticating Agent.


 


Any Authenticating Agent may
at any time resign by giving written notice of resignation to the Trustee and
to the Company.  The Trustee may at any
time terminate the agency of any Authenticating Agent with respect to the
Debentures by giving written notice of termination to such Authenticating Agent
and to the Company.  Upon receiving such
a notice of resignation or upon such a termination, or in case at any time any
Authenticating Agent shall cease to be eligible under this Section 6.12,
the Trustee may, and upon the request of the Company shall, promptly appoint a
successor Authenticating Agent eligible under this Section 6.12, shall
give written notice of such appointment to the Company and shall mail notice of
such appointment to all holders of Debentures as the names and addresses of
such holders appear on the Debenture Register. 
Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all rights, powers, duties and
responsibilities with respect to the Debentures of its predecessor hereunder,
with like effect as if originally named as Authenticating Agent herein.


 


The Company agrees to pay to
any Authenticating Agent from time to time reasonable compensation for its
services.  Any Authenticating Agent
shall have no responsibility or liability for any action taken by it as such in
accordance with the directions of the Trustee.


 


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ARTICLE VII.

CONCERNING THE SECURITYHOLDERS


 


Section 7.1.           Action by Securityholders.  Whenever in this Indenture it is provided
that the holders of a specified percentage in aggregate principal amount of the
Debentures may take any action (including the making of any demand or request,
the giving of any notice, consent or waiver or the taking of any other action)
the fact that at the time of taking any such action the holders of such
specified percentage have joined therein may be evidenced (a) by any
instrument or any number of instruments of similar tenor executed by such
Securityholders in person or by agent or proxy appointed in writing, or
(b) by the record of such holders of Debentures voting in favor thereof at
any meeting of such Securityholders duly called and held in accordance with the
provisions of Article VIII, or (c) by a combination of such
instrument or instruments and any such record of such a meeting of such
Securityholders or (d) by any other method the Trustee deems satisfactory.


 


If the Company shall solicit
from the Securityholders any request, demand, authorization, direction, notice,
consent, waiver or other action or revocation of the same, the Company may, at
its option, as evidenced by an Officers’ Certificate, fix in advance a record
date for such Debentures for the determination of Securityholders entitled to
give such request, demand, authorization, direction, notice, consent, waiver or
other action or revocation of the same, but the Company shall have no
obligation to do so.  If such a record
date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other action or revocation of the same may be given before or after
the record date, but only the Securityholders of record at the close of
business on the record date shall be deemed to be Securityholders for the
purposes of determining whether Securityholders of the requisite proportion of
outstanding Debentures have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other action or
revocation of the same, and for that purpose the outstanding Debentures shall
be computed as of the record date; provided, however, that no
such authorization, agreement or consent by such Securityholders on the record
date shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than 6 months after the record date.


 


Section 7.2.           Proof of Execution by Securityholders.  Subject to the provisions of Section 6.1, 6.2 and 8.5, proof
of the execution of any instrument by a Securityholder or his agent or proxy
shall be sufficient if made in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee.  The
ownership of Debentures shall be proved by the Debenture Register or by a
certificate of the Debenture registrar. 
The Trustee may require such additional proof of any matter referred to
in this Section as it shall deem necessary.


 


The record of any
Securityholders’ meeting shall be proved in the manner provided in
Section 8.6.


 


Section 7.3.           Who Are Deemed Absolute Owners.  Prior to due presentment for registration of transfer of any Debenture,
the Company, the Trustee, any Authenticating Agent, any paying agent, any
transfer agent and any Debenture registrar may deem the Person in whose name
such Debenture shall be registered upon the Debenture Register to be, and may
treat him as, the absolute owner of such Debenture (whether or not such
Debenture shall be overdue) for the purpose of receiving payment of or on
account of the principal of, premium, if any, and interest on such Debenture
and for all other purposes; and neither the Company nor the Trustee nor any
Authenticating Agent nor any paying agent nor any transfer agent nor any
Debenture registrar shall be affected by any notice to the contrary.  All such payments so made to any holder for
the time being or upon his order shall be valid, and, to the extent of the sum
or sums so paid, effectual to satisfy and discharge the liability for moneys
payable upon any such Debenture.


 


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Section 7.4.           Debentures Owned by Company Deemed
Not Outstanding.  In determining whether the holders of the
requisite aggregate principal amount of Debentures have concurred in any
direction, consent or waiver under this Indenture, Debentures which are owned
by the Company or any other obligor on the Debentures or by any Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with the Company or any other obligor on the Debentures shall be
disregarded and deemed not to be outstanding for the purpose of any such determination;
provided, however, that for the purposes of determining whether
the Trustee shall be protected in relying on any such direction, consent or
waiver, only Debentures which a Responsible Officer of the Trustee actually
knows are so owned shall be so disregarded. 
Debentures so owned which have been pledged in good faith may be
regarded as outstanding for the purposes of this Section 7.4 if the
pledgee shall establish to the satisfaction of the Trustee the pledgee’s right
to vote such Debentures and that the pledgee is not the Company or any such
other obligor or Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company or any such other
obligor.  In the case of a dispute as to
such right, any decision by the Trustee taken upon the advice of counsel shall
be full protection to the Trustee.


 


Section 7.5.           Revocation of Consents; Future
Holders Bound.  At any time prior to (but not after) the
evidencing to the Trustee, as provided in Section 7.1, of the taking of
any action by the holders of the percentage in aggregate principal amount of
the Debentures specified in this Indenture in connection with such action, any
holder (in cases where no record date has been set pursuant to
Section 7.1) or any holder as of an applicable record date (in cases where
a record date has been set pursuant to Section 7.1) of a Debenture (or any
Debenture issued in whole or in part in exchange or substitution therefor) the
serial number of which is shown by the evidence to be included in the
Debentures the holders of which have consented to such action may, by filing
written notice with the Trustee at the Principal Office of the Trustee and upon
proof of holding as provided in Section 7.2, revoke such action so far as
concerns such Debenture (or so far as concerns the principal amount represented
by any exchanged or substituted Debenture). 
Except as aforesaid any such action taken by the holder of any Debenture
shall be conclusive and binding upon such holder and upon all future holders
and owners of such Debenture, and of any Debenture issued in exchange or
substitution therefor or on registration of transfer thereof, irrespective of
whether or not any notation in regard thereto is made upon such Debenture or
any Debenture issued in exchange or substitution therefor.


 


ARTICLE VIII.

SECURITYHOLDERS’ MEETINGS


 


Section 8.1.           Purposes of Meetings.  A meeting of Securityholders may be called at any time and from
time to time pursuant to the provisions of this Article VIII for any of
the following purposes:


 


(a)           to give any notice to the Company or to the Trustee, or to
give any directions to the Trustee, or to consent to the waiving of any default
hereunder and its consequences, or to take any other action authorized to be
taken by Securityholders pursuant to any of the provisions of Article V;


 


(b)           to remove the Trustee and nominate a successor trustee
pursuant to the provisions of Article VI;


 


(c)           to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 9.2; or


 


(d)           to take any other action authorized to be taken by or on
behalf of the holders of any specified aggregate principal amount of such
Debentures under any other provision of this Indenture or under applicable law.


 


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Section 8.2.           Call of Meetings by Trustee.  The Trustee may at any time call a meeting of Securityholders to
take any action specified in Section 8.1, to be held at such time and at
such place as the Trustee shall determine. 
Notice of every meeting of the Securityholders, setting forth the time
and the place of such meeting and in general terms the action proposed to be
taken at such meeting, shall be mailed to holders of Debentures affected at
their addresses as they shall appear on the Debentures Register and, if the
Company is not a holder of Debentures, to the Company.  Such notice shall be mailed not less than 20
nor more than 180 days prior to the date fixed for the meeting.


 


Section 8.3.           Call of Meetings by Company or
Securityholders.  In case at any time the Company pursuant to
a Board Resolution, or the holders of at least 10% in aggregate principal
amount of the Debentures, as the case may be, then outstanding, shall have
requested the Trustee to call a meeting of Securityholders, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have mailed the notice of such meeting
within 20 days after receipt of such request, then the Company or such
Securityholders may determine the time and the place for such meeting and may
call such meeting to take any action authorized in Section 8.1, by mailing
notice thereof as provided in Section 8.2.


 


Section 8.4.           Qualifications for Voting.  To be entitled to vote at any meeting of
Securityholders a Person shall (a) be a holder of one or more Debentures
with respect to which the meeting is being held or (b) a Person appointed
by an instrument in writing as proxy by a holder of one or more such
Debentures.  The only Persons who shall
be entitled to be present or to speak at any meeting of Securityholders shall
be the Persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.


 


Section 8.5.           Regulations. 
Notwithstanding any other provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Securityholders, in regard to proof of the holding of Debentures and of the
appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates
and other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall think fit.


 


The Trustee shall, by an
instrument in writing, appoint a temporary chairman of the meeting, unless the
meeting shall have been called by the Company or by Securityholders as provided
in Section 8.3, in which case the Company or the Securityholders calling
the meeting, as the case may be, shall in like manner appoint a temporary
chairman.  A permanent chairman and a
permanent secretary of the meeting shall be elected by majority vote of the
meeting.


 


Subject to the provisions of
Section 7.4, at any meeting each holder of Debentures with respect to
which such meeting is being held or proxy therefor shall be entitled to one
vote for each $1,000 principal amount of Debentures held or represented by him;
provided, however, that no vote shall be cast or counted at any
meeting in respect of any Debenture challenged as not outstanding and ruled by
the chairman of the meeting to be not outstanding.  The chairman of the meeting shall have no right to vote other
than by virtue of Debentures held by him or instruments in writing as aforesaid
duly designating him as the Person to vote on behalf of other
Securityholders.  Any meeting of
Securityholders duly called pursuant to the provisions of Section 8.2 or
8.3 may be adjourned from time to time by a majority of those present, whether
or not constituting a quorum, and the meeting may be held as so adjourned
without further notice.


 


Section 8.6.           Voting.  The vote
upon any resolution submitted to any meeting of holders of Debentures with
respect to which such meeting is being held shall be by written ballots on
which shall be subscribed the signatures of such holders or of their
representatives by proxy and the serial number or numbers of the Debentures
held or represented by them.  The
permanent chairman of the meeting shall


 


33

















 


appoint two inspectors of votes who shall
count all votes cast at the meeting for or against any resolution and who shall
make and file with the secretary of the meeting their verified written reports
in triplicate of all votes cast at the meeting.  A record in duplicate of the proceedings of each meeting of
Securityholders shall be prepared by the secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one or more Persons
having knowledge of the facts setting forth a copy of the notice of the meeting
and showing that said notice was mailed as provided in Section 8.2.  The record shall show the serial numbers of
the Debentures voting in favor of or against any resolution.  The record shall be signed and verified by
the affidavits of the permanent chairman and secretary of the meeting and one
of the duplicates shall be delivered to the Company and the other to the
Trustee to be preserved by the Trustee, the latter to have attached thereto the
ballots voted at the meeting.


 


Any record so signed and
verified shall be conclusive evidence of the matters therein stated.


 


Section 8.7.           Quorum;
Actions.  The Persons entitled to vote a majority in
principal amount of the Debentures shall constitute a quorum for a meeting of
Securityholders; provided, however, that if any action is to be
taken at such meeting with respect to a consent, waiver, request, demand,
notice, authorization, direction or other action which may be given by the
holders of not less than a specified percentage in principal amount of the
Debentures, the Persons holding or representing such specified percentage in
principal amount of the Debentures will constitute a quorum.  In the absence of a quorum within
30 minutes of the time appointed for any such meeting, the meeting shall,
if convened at the request of Securityholders, be dissolved.  In any other case the meeting may be
adjourned for a period of not less than 10 days as determined by the
permanent chairman of the meeting prior to the adjournment of such meeting.  In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the permanent chairman of the
meeting prior to the adjournment of such adjourned meeting.  Notice of the reconvening of any adjourned
meeting shall be given as provided in Section 8.2, except that such notice
need be given only once not less than 5 days prior to the date on which the
meeting is scheduled to be reconvened. 
Notice of the reconvening of an adjourned meeting shall state expressly
the percentage, as provided above, of the principal amount of the Debentures
which shall constitute a quorum.


 


Except as limited by the
proviso in the first paragraph of Section 9.2, any resolution presented to
a meeting or adjourned meeting duly reconvened at which a quorum is present as
aforesaid may be adopted by the affirmative vote of the holders of a majority
in principal amount of the Debentures; provided, however, that,
except as limited by the proviso in the first paragraph of Section 9.2,
any resolution with respect to any consent, waiver, request, demand, notice,
authorization, direction or other action which this Indenture expressly
provides may be given by the holders of not less than a specified percentage in
principal amount of the Debentures may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid only by
the affirmative vote of the holders of a not less than such specified
percentage in principal amount of the Debentures.


 


Any resolution passed or
decision taken at any meeting of holders of Debentures duly held in accordance
with this Section shall be binding on all the Securityholders, whether or
not present or represented at the meeting.


 


ARTICLE IX.

SUPPLEMENTAL INDENTURES


 


Section 9.1.           Supplemental Indentures without
Consent of Securityholders.  The Company, when authorized by a Board Resolution, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto, without the consent of the Securityholders, for
one or more of the following purposes:


 


34

















 


(a)           to evidence the succession of another Person to the
Company, or successive successions, and the assumption by the successor Person
of the covenants, agreements and obligations of the Company, pursuant to
Article XI hereof;


 


(b)           to add to the covenants of the Company such further
covenants, restrictions or conditions for the protection of the holders of
Debentures as the Board of Directors shall consider to be for the protection of
the holders of such Debentures, and to make the occurrence, or the occurrence
and continuance, of a default in any of such additional covenants, restrictions
or conditions a default or an Event of Default permitting the enforcement of
all or any of the several remedies provided in this Indenture as herein set
forth; provided, however, that in respect of any such additional
covenant restriction or condition such supplemental indenture may provide for a
particular period of grace after default (which period may be shorter or longer
than that allowed in the case of other defaults) or may provide for an
immediate enforcement upon such default or may limit the remedies available to
the Trustee upon such default;


 


(c)           to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which may be
defective or inconsistent with any other provision contained herein or in any
supplemental indenture, or to make such other provisions in regard to matters
or questions arising under this Indenture; provided that any such action shall
not materially adversely affect the interests of the holders of the Debentures;


 


(d)           to add to, delete from, or revise the terms of Debentures,
including, without limitation, any terms relating to the issuance, exchange,
registration or transfer of Debentures, including to provide for transfer
procedures and restrictions substantially similar to those applicable to the
Capital Securities as required by Section 2.5 (for purposes of assuring
that no registration of Debentures is required under the Securities Act of
1933, as amended); provided, however, that any such action shall
not adversely affect the interests of the holders of the Debentures then
outstanding (it being understood, for purposes of this proviso, that transfer
restrictions on Debentures substantially similar to those that were applicable
to Capital Securities shall not be deemed to materially adversely affect the
holders of the Debentures);


 


(e)           to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Debentures 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;


 


(f)            to make any change (other than as elsewhere provided in
this paragraph) that does not adversely affect the rights of any Securityholder
in any material respect; or


 


(g)           to provide for the issuance of and establish the form and
terms and conditions of the Debentures, to establish the form of any
certifications required to be furnished pursuant to the terms of this Indenture
or the Debentures, or to add to the rights of the holders of Debentures.


 


The Trustee is hereby
authorized to join with the Company in the execution of any such supplemental
indenture, to make any further appropriate agreements and stipulations which
may be therein contained and to accept the conveyance, transfer and assignment
of any property thereunder, but the Trustee shall not be obligated to, but may
in its discretion, enter into any such supplemental indenture which affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


Any supplemental indenture
authorized by the provisions of this Section 9.1 may be executed by the
Company and the Trustee without the consent of the holders of any of the
Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.


 


35

















 


Section 9.2.           Supplemental Indentures with
Consent of Securityholders.  With the consent (evidenced as provided in Section 7.1) of
the holders of not less than a majority in aggregate principal amount of the
Debentures at the time outstanding affected by such supplemental indenture
(voting as a class), the Company, when authorized by a Board Resolution, and
the Trustee may from time to time and at any time 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 any supplemental indenture or of modifying in any manner the rights of
the holders of the Debentures; provided, however, that no such
supplemental indenture shall without the consent of the holders of each
Debenture then outstanding and affected thereby (i) change the fixed
maturity of any Debenture, or reduce the principal amount thereof or any
premium thereon, or reduce the rate or extend the time of payment of interest
thereon, or reduce any amount payable on redemption thereof or make the
principal thereof or any interest or premium thereon payable in any coin or
currency other than that provided in the Debentures, or impair or affect the
right of any Securityholder to institute suit for payment thereof or impair the
right of repayment, if any, at the option of the holder, or (ii) reduce
the aforesaid percentage of Debentures the holders of which are required to
consent to any such supplemental indenture; provided  further, however,
that if the Debentures are held by a trust or a trustee of such trust, such
supplemental indenture shall not be effective until the holders of a majority
in Liquidation Amount of Trust Securities shall have consented to such
supplemental indenture; provided  further, however, that if
the consent of the Securityholder of each outstanding Debenture is required,
such supplemental indenture shall not be effective until each holder of the
Trust Securities shall have consented to such supplemental indenture.


 


Upon the request of the
Company accompanied by a Board Resolution authorizing the execution of any such
supplemental indenture, and upon the filing with the Trustee of evidence of the
consent of Securityholders as aforesaid, the Trustee shall join with the
Company in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such supplemental
indenture.


 


Promptly after the execution
by the Company and the Trustee of any supplemental indenture pursuant to the
provisions of this Section, the Trustee shall transmit by mail, first class
postage prepaid, a notice, prepared by the Company, setting forth in general
terms the substance of such supplemental indenture, to the Securityholders as
their names and addresses appear upon the Debenture Register.  Any failure of the Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.


 


It shall not be necessary
for the consent of the Securityholders under this Section 9.2 to approve
the particular form of any proposed supplemental indenture, but it shall be
sufficient if such consent shall approve the substance thereof.


 


Section 9.3.           Effect of Supplemental Indentures.  Upon the execution of any supplemental
indenture pursuant to the provisions of this Article IX, this Indenture
shall be and be deemed to be modified and amended in accordance therewith and
the respective rights, limitations of rights, obligations, duties and
immunities under this Indenture of the Trustee, the Company and the holders of
Debentures shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments and all the terms
and conditions of any such supplemental indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.


 


Section 9.4.           Notation on Debentures.  Debentures authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article IX may
bear a notation as to any matter provided for in such supplemental
indenture.  If the Company or the
Trustee shall so determine, new Debentures so modified as to conform, in the
opinion of the Board of Directors of the


 


36

















 


Company, to any modification of this
Indenture contained in any such supplemental indenture may be prepared and
executed by the Company, authenticated by the Trustee or the Authenticating
Agent and delivered in exchange for the Debentures then outstanding.


 


Section 9.5.           Evidence of Compliance of
Supplemental Indenture to be Furnished to Trustee.  The Trustee, subject to the provisions of
Sections 6.1 and 6.2, shall, in addition to the documents required by
Section 14.6, receive an Officers’ Certificate and an Opinion of Counsel
as conclusive evidence that any supplemental indenture executed pursuant hereto
complies with the requirements of this Article IX.  The Trustee shall receive an Opinion of
Counsel as conclusive evidence that any supplemental indenture executed
pursuant to this Article IX is authorized or permitted by, and conforms
to, the terms of this Article IX and that it is proper for the Trustee
under the provisions of this Article IX to join in the execution thereof.


 


ARTICLE X.

REDEMPTION OF SECURITIES


 


Section 10.1.        Optional
Redemption.  The Company shall have the right, subject to
the receipt by the Company of prior approval from the Federal Reserve, if then
required under applicable capital guidelines or policies of the Federal
Reserve, to redeem the Debentures, in whole or in part, but in all cases in a
principal amount with integral multiples of $1,000, on any February 22 or
August 22 on or after February 22, 2011 (the “Redemption Date”),
at the Redemption Price.


 


Section 10.2.        Special Event Redemption.  If a Special Event shall occur and be continuing, the Company
shall have the right, subject to the receipt by the Company of prior approval
from the Federal Reserve if then required under applicable capital guidelines
or policies of the Federal Reserve, to redeem the Debentures in whole, but not
in part, at any time, within 90 days following the occurrence of such
Special Event (the “Special Redemption Date”) at the Special Redemption
Price.  The Company shall appoint a
Quotation Agent, which initially shall be State Street Bank and Trust Company
or its designee, for the purpose of performing the services contemplated in, or
by reference in, the definition of Special Redemption Price.  Any error in the calculation of the Special
Redemption Price by the Quotation Agent or the Trustee may be corrected at any
time by notice delivered to the Company and the holders of the Debentures.  Subject to the corrective rights set forth
above, all certificates, communications, opinions, determinations,
calculations, quotations and decisions given, expressed, made or obtained for
the purposes of the provisions relating to the payment and calculation of the
Special Redemption Price on the Debentures by the Trustee or the Quotation Agent,
as the case may be, shall (in the absence of willful default, bad faith or
manifest error) be final, conclusive and binding on the holders of the
Debentures and the Company, and no liability shall attach (except as provided
above) to the Trustee or the Quotation Agent in connection with the exercise or
non-exercise by any of them of their respective powers, duties and discretion.


 


Section 10.3.        Notice of Redemption; Selection of
Debentures.  In case the Company shall desire to exercise
the right to redeem all, or, as the case may be, any part of the Debentures, it
shall cause to be mailed a notice of such redemption at least 30 and not more
than 60 days prior to the Redemption Date or the Special  Redemption Date to the holders of Debentures
so to be redeemed as a whole or in part at their last addresses as the same
appear on the Debenture Register.  Such
mailing shall be by first class mail. 
The notice if mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the holder receives such
notice.  In any case, failure to give
such notice by mail or any defect in the notice to the holder of any Debenture
designated for redemption as a whole or in part shall not affect the validity
of the proceedings for the redemption of any other Debenture.


 


Each such notice of
redemption shall specify the CUSIP number, if any, of the Debentures to be
redeemed, the Redemption Date or the Special Redemption Date, as applicable,
the Redemption Price, the


 


37

















 


Special Redemption Price or the method by
which such Special Redemption Price is to be calculated, as applicable, at
which Debentures are to be redeemed, the place or places of payment, that
payment will be made upon presentation and surrender of such Debentures, that
interest accrued to the date fixed for redemption will be paid as specified in
said notice, and that on and after said date interest thereon or on the
portions thereof to be redeemed will cease to accrue.  If less than all the Debentures are to be redeemed the notice of
redemption shall specify the numbers of the Debentures to be redeemed.  In case the Debentures are to be redeemed in
part only, the notice of redemption shall state the portion of the principal amount
thereof to be redeemed and shall state that on and after the date fixed for
redemption, upon surrender of such Debenture, a new Debenture or Debentures in
principal amount equal to the unredeemed portion thereof will be issued.


 


Prior to 10:00 a.m. New York
City time on the Redemption Date or Special Redemption Date, as applicable, the
Company will deposit with the Trustee or with one or more paying agents an
amount of money sufficient to redeem on the Redemption Date or the Special
Redemption Date, as applicable, all the Debentures so called for redemption at
the appropriate Redemption Price or Special Redemption Price, together with
accrued interest to the Redemption Date or Special Redemption Date, as
applicable.


 


If all, or less than all,
the Debentures are to be redeemed, the Company will give the Trustee notice not
less than 45 nor more than 60 days, respectively, prior to the Redemption
Date or Special Redemption Date, as applicable, as to the aggregate principal
amount of Debentures to be redeemed and the Trustee shall select, in such
manner as in its sole discretion it shall deem appropriate and fair, the
Debentures or portions thereof (in integral multiples of $1,000) to be
redeemed.


 


Section 10.4.        Payment of Debentures Called for
Redemption.  If notice of redemption has been given as
provided in Section 10.3, the Debentures or portions of Debentures with
respect to which such notice has been given shall become due and payable on the
Redemption Date or Special Redemption Date, as applicable, and at the place or
places stated in such notice at the applicable Redemption Price or Special
Redemption Price, together with interest accrued to the Redemption Date or
Special Redemption Date, as applicable, and on and after said date (unless the
Company shall default in the payment of such Debentures at the Redemption Price
or Special Redemption Price, as applicable, together with interest accrued to
said date) interest on the Debentures or portions of Debentures so called for
redemption shall cease to accrue.  On
presentation and surrender of such Debentures at a place of payment specified
in said notice, such Debentures or the specified portions thereof shall be paid
and redeemed by the Company at the applicable Redemption Price or Special
Redemption Price, together with interest accrued thereon to the Redemption Date
or Special Redemption Date, as applicable.


 


Upon presentation of any
Debenture redeemed in part only, the Company shall execute and the Trustee
shall authenticate and make available for delivery to the holder thereof, at
the expense of the Company, a new Debenture or Debentures of authorized
denominations, in principal amount equal to the unredeemed portion of the
Debenture so presented.


 


ARTICLE XI.

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE


 


Section 11.1.        Company May Consolidate, etc., on Certain
Terms.  Nothing contained in this Indenture or in
the Debentures shall prevent any consolidation or merger of the Company with or
into any other Person (whether or not affiliated with the Company) or
successive consolidations or mergers in which the Company or its successor or
successors shall be a party or parties, or shall prevent any sale, conveyance,
transfer or other disposition of the property of the Company or its successor
or successors as an entirety, or substantially as an entirety, to any other
Person (whether or not affiliated with the Company, or its successor or
successors) authorized to acquire and operate the same; provided, however,
that the Company hereby covenants and agrees that, upon any such consolidation,
merger (where the


 


38

















 


Company is not the surviving corporation),
sale, conveyance, transfer or other disposition, the due and punctual payment
of the principal of (and premium, if any) and interest on all of the Debentures
in accordance with their terms, according to their tenor, and the due and
punctual performance and observance of all the covenants and conditions of this
Indenture to be kept or performed by the Company, shall be expressly assumed by
supplemental indenture satisfactory in form to the Trustee executed and
delivered to the Trustee by the entity formed by such consolidation, or into
which the Company shall have been merged, or by the entity which shall have acquired
such property.


 


Section 11.2.        Successor Entity to be Substituted.  In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition and upon the assumption by the successor entity,
by supplemental indenture, executed and delivered to the Trustee and
satisfactory in form to the Trustee, of the due and punctual payment of the
principal of and premium, if any, and interest on all of the Debentures and the
due and punctual performance and observance of all of the covenants and conditions
of this Indenture to be performed or observed by the Company, such successor
entity shall succeed to and be substituted for the Company, with the same
effect as if it had been named herein as the Company, and thereupon the
predecessor entity shall be relieved of any further liability or obligation
hereunder or upon the Debentures.  Such
successor entity thereupon may cause to be signed, and may issue in its own
name, any or all of the Debentures issuable hereunder which theretofore shall
not have been signed by the Company and delivered to the Trustee or the
Authenticating Agent; and, upon the order of such successor entity instead of
the Company and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee or the Authenticating Agent shall
authenticate and deliver any Debentures which previously shall have been signed
and delivered by the officers of the Company, to the Trustee or the
Authenticating Agent for authentication, and any Debentures which such successor
entity thereafter shall cause to be signed and delivered to the Trustee or the
Authenticating Agent for that purpose. 
All the Debentures so issued shall in all respects have the same legal
rank and benefit under this Indenture as the Debentures theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
of such Debentures had been issued at the date of the execution hereof.


 


Section 11.3.        Opinion of Counsel to be Given to
Trustee.  The Trustee, subject to the provisions of
Sections 6.1 and 6.2, shall receive, in addition to the Opinion of Counsel
required by Section 9.5, an Opinion of Counsel as conclusive evidence that
any consolidation, merger, sale, conveyance, transfer or other disposition, and
any assumption, permitted or required by the terms of this Article XI
complies with the provisions of this Article XI.


 


ARTICLE XII.

SATISFACTION AND DISCHARGE OF INDENTURE


 


Section 12.1.        Discharge of Indenture.  When


 


(a)           the Company shall deliver to the
Trustee for cancellation all Debentures theretofore authenticated (other than
any Debentures which shall have been destroyed, lost or stolen and which shall
have been replaced or paid as provided in Section 2.6) and not theretofore
canceled, or


 


(b)           all the Debentures not theretofore
canceled or delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within 1 year or are
to be called for redemption within 1 year under arrangements satisfactory to
the Trustee for the giving of notice of redemption, and the Company shall
deposit with the Trustee, in trust, funds, which shall be immediately due and
payable, sufficient to pay at maturity or upon redemption all of the Debentures
(other than any Debentures which shall have been destroyed, lost or stolen and
which shall have been replaced or paid as provided in Section 2.6) not
theretofore canceled or delivered to the


 


39

















 


Trustee for cancellation,
including principal and premium, if any, and interest due or to become due to
such date of maturity or redemption date, as the case may be, but excluding,
however, the amount of any moneys for the payment of principal of, and premium,
if any, or interest on the Debentures (1) theretofore repaid to the
Company in accordance with the provisions of Section 12.4, or
(2) paid to any state or to the District of Columbia pursuant to its
unclaimed property or similar laws,


 


and if in the case of either clause (a)
or clause (b) the Company shall also pay or cause to be paid all other
sums payable hereunder by the Company, then this Indenture shall cease to be of
further effect except for the provisions of Sections 2.5, 2.6, 2.8, 3.1,
3.2, 3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall survive until such Debentures
shall mature and be paid.  Thereafter,
Sections 6.6 and 12.4 shall survive, and the Trustee, on demand of the
Company accompanied by 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, and at
the cost and expense of the Company, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture.  The Company agrees to reimburse the Trustee
for any costs or expenses thereafter reasonably and properly incurred by the
Trustee in connection with this Indenture or the Debentures.


 


Section 12.2.        Deposited Moneys to be Held in Trust
by Trustee.  Subject to the provisions of
Section 12.4, all moneys deposited with the Trustee pursuant to
Section 12.1 shall be held in trust in a non-interest bearing account and
applied by it to the payment, either directly or through any paying agent
(including the Company if acting as its own paying agent), to the holders of
the particular Debentures for the payment of which such moneys have been
deposited with the Trustee, of all sums due and to become due thereon for
principal, and premium, if any, and interest.


 


Section 12.3.        Paying Agent to Repay Moneys Held.  Upon the satisfaction and discharge of this Indenture all moneys
then held by any paying agent of the Debentures (other than the Trustee) shall,
upon demand of the Company, be repaid to it or paid to the Trustee, and
thereupon such paying agent shall be released from all further liability with
respect to such moneys.


 


Section 12.4.        Return of Unclaimed Moneys.  Any moneys deposited with or paid to the Trustee or any paying
agent for payment of the principal of, and premium, if any, or interest on
Debentures and not applied but remaining unclaimed by the holders of Debentures
for 2 years after the date upon which the principal of, and premium, if any, or
interest on such Debentures, as the case may be, shall have become due and
payable, shall, subject to applicable escheatment laws, be repaid to the
Company by the Trustee or such paying agent on written demand; and the holder
of any of the Debentures shall thereafter look only to the Company for any
payment which such holder may be entitled to collect, and all liability of the
Trustee or such paying agent with respect to such moneys shall thereupon cease.


 


ARTICLE XIII.

IMMUNITY OF INCORPORATORS, STOCKHOLDERS,

OFFICERS AND DIRECTORS


 


Section 13.1.        Indenture and Debentures Solely
Corporate Obligations.  No recourse for the payment of the principal
of or premium, if any, or interest on any Debenture, or for any claim based
thereon or otherwise in respect thereof, and no recourse under or upon any
obligation, covenant or agreement of the Company in this Indenture or in any
supplemental indenture, or in any such Debenture, or because of the creation of
any indebtedness represented thereby, shall be had against any incorporator,
stockholder, employee, officer or director, as such, past, present or future,
of the Company or of any successor Person of the Company, either directly or
through the Company or any successor Person of the Company, whether by virtue
of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, it being expressly understood that all such
liability is hereby


 


40

















 


expressly waived and released as a condition
of, and as a consideration for, the execution of this Indenture and the issue
of the Debentures.


 


ARTICLE XIV.

MISCELLANEOUS PROVISIONS


 


Section 14.1.        Successors.  All
the covenants, stipulations, promises and agreements in this Indenture
contained by the Company shall bind its successors and assigns whether so
expressed or not.


 


Section 14.2.        Official Acts by Successor Entity.  Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the Company shall and may be done and performed with like force and
effect by the like board, committee, officer or other authorized Person of any
entity that shall at the time be the lawful successor of the Company.


 


Section 14.3.        Surrender of Company Powers.  The Company by instrument in writing executed by authority of at
least 2/3 (two-thirds) of its Board of Directors and delivered to the Trustee
may surrender any of the powers reserved to the Company and thereupon such
power so surrendered shall terminate both as to the Company, and as to any
permitted successor.


 


Section 14.4.        Addresses for Notices, etc.  Any notice, consent, direction, request, authorization, waiver or
demand which by any provision of this Indenture is required or permitted to be
given, made, furnished or served by the Trustee or by the Securityholders on or
to the Company may be given or served in writing by being deposited postage
prepaid by registered or certified mail in a post office letter box addressed
(until another address is filed by the Company, with the Trustee for the
purpose) to the Company, Attention: 
Dale McKinney.  Any notice,
consent, direction, request, authorization, waiver or demand by any
Securityholder or the Company to or upon the Trustee shall be deemed to have
been sufficiently given or made, for all purposes, if given or made in writing
at the office of the Trustee, addressed to the Trustee, 225 Asylum Street,
Goodwin Square, Hartford, Connecticut, 06103 Attention: Vice President,
Corporate Trust Department, with a copy to State Street Bank and Trust Company,
P.O. Box 778, Boston, Massachusetts 02102-0778, Attention:  Paul D. Allen, Corporate Trust
Department.  Any notice, consent,
direction, request, authorization, waiver or demand on or to any Securityholder
shall be deemed to have been sufficiently given or made, for all purposes, if
given or made in writing at the address set forth in the Debenture Register.


 


Section 14.5.        Governing
Law.  This Indenture and each Debenture shall be
deemed to be a contract made under the law of the State of New York, and for
all purposes shall be governed by and construed in accordance with the law of
said State, without regard to conflict of laws principles thereof.


 


Section 14.6.        Evidence of Compliance with
Conditions Precedent.  Upon any application or demand by the
Company to the Trustee to take any action under any of the provisions of this
Indenture, the Company shall furnish to the Trustee an Officers’ Certificate
stating that in the opinion of the signers all conditions 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 have been complied with.


 


Each certificate or opinion
provided for in this Indenture and delivered to the Trustee with respect to
compliance with a condition or covenant provided for in this Indenture shall
include (1) a statement that the person making such certificate or opinion
has read such covenant or condition; (2) a brief statement as to the nature
and scope of the examination or investigation upon which the statements or
opinions contained in such certificate or opinion are based; (3) a
statement that, in the opinion of such person, he has made such examination or
investigation as is necessary to enable him to express an


 


41

















 


informed opinion as to whether or not such
covenant or condition has been complied with; and (4) a statement as to
whether or not in the opinion of such person, such condition or covenant has
been complied with.


 


Section 14.7.        Non-Business
Days.  In any case where the date of payment of
interest on or principal of the Debentures will be a day that is not a Business
Day, the payment of such interest on or principal of the Debentures need not be
made on such date but may be made on the next succeeding Business Day, except
that, if such Business Day is 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 original date of payment, and
no interest shall accrue for the period from and after such date.


 


Section 14.8.        Table of Contents, Headings, etc.  The table of contents and the titles and
headings of the articles and sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof, and
shall in no way modify or restrict any of the terms or provisions hereof.


 


Section 14.9.        Execution in Counterparts.  This Indenture may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument.


 


Section 14.10.      Separability.  In
case any one or more of the provisions contained in this Indenture or in the
Debentures shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not
affect any other provisions of this Indenture or of such Debentures, but this
Indenture and such Debentures shall be construed as if such invalid or illegal
or unenforceable provision had never been contained herein or therein.


 


Section 14.11.      Assignment.  The
Company will have the right at all times to assign any of its rights or
obligations under this Indenture to a direct or indirect wholly owned
Subsidiary of the Company, provided that, in the event of any such assignment,
the Company will remain liable for all such obligations.  Subject to the foregoing, this Indenture is
binding upon and inures to the benefit of the parties hereto and their
respective successors and assigns.  This
Indenture may not otherwise be assigned by the parties hereto.


 


Section 14.12.      Acknowledgment of Rights.  The Company agrees that, with respect to any Debentures held by
the Trust or the Institutional Trustee of the Trust, if the Institutional
Trustee of the Trust fails to enforce its rights under this Indenture as the
holder of Debentures held as the assets of such Trust after the holders of a
majority in Liquidation Amount of the Capital Securities of such Trust have so
directed such Institutional Trustee, a holder of record of such Capital
Securities may, to the fullest extent permitted by law, institute legal
proceedings directly against the Company to enforce such Institutional
Trustee’s rights under this Indenture without first instituting any legal
proceedings against such trustee or any other Person.  Notwithstanding the foregoing, if an Event of Default has
occurred and is continuing and such event is attributable to the failure of the
Company to pay interest (or premium, if any) or principal on the Debentures on
the date such interest (or premium, if any) or principal is otherwise payable
(or in the case of redemption, on the redemption date), the Company agrees that
a holder of record of Capital Securities of the Trust may directly institute a
proceeding against the Company for enforcement of payment to such holder
directly of the principal of (or premium, if any) or interest on the Debentures
having an aggregate principal amount equal to the aggregate Liquidation Amount
of the Capital Securities of such holder on or after the respective due date
specified in the Debentures.


 


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ARTICLE XV.

SUBORDINATION OF DEBENTURES


 


Section 15.1.        Agreement to Subordinate.  The Company covenants and agrees, and each holder of Debentures
by such Securityholder’s acceptance thereof likewise covenants and agrees, that
all Debentures shall be issued subject to the provisions of this Article XV;
and each holder of a Debenture, whether upon original issue or upon transfer or
assignment thereof, accepts and agrees to be bound by such provisions.


 


The payment by the Company
of the principal of, and premium, if any, and interest on all Debentures shall,
to the extent and in the manner hereinafter set forth, be subordinated and
junior in right of payment to the prior payment in full of all Senior
Indebtedness of the Company, whether outstanding at the date of this Indenture
or thereafter incurred.


 


No provision of this
Article XV shall prevent the occurrence of any default or Event of Default
hereunder.


 


Section 15.2.        Default on Senior Indebtedness.  In the event and during the continuation of any default by the
Company in the payment of principal, premium, interest or any other payment due
on any Senior Indebtedness of the Company following any grace period, or in the
event that the maturity of any Senior Indebtedness of the Company has been
accelerated because of a default, then, in either case, no payment shall be
made by the Company with respect to the principal (including redemption and
sinking fund payments) of, or premium, if any, or interest on the Debentures.


 


In the event that,
notwithstanding the foregoing, any payment shall be received by the Trustee
when such payment is prohibited by the preceding paragraph of this
Section 15.2, such payment shall, subject to Section 15.7, be held in
trust for the benefit of, and shall be paid over or delivered to, the holders
of Senior Indebtedness or their respective representatives, or to the trustee
or trustees under any indenture pursuant to which any of such Senior
Indebtedness may have been issued, as their respective interests may appear,
but only to the extent that the holders of the Senior Indebtedness (or their
representative or representatives or a trustee) notify the Trustee in writing
within 90 days of such payment of the amounts then due and owing on the
Senior Indebtedness and only the amounts specified in such notice to the Trustee
shall be paid to the holders of Senior Indebtedness.


 


Section 15.3.        Liquidation, Dissolution, Bankruptcy.  Upon any payment by the Company or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution or winding-up or liquidation or reorganization
of the Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due upon all Senior Indebtedness
of the Company shall first be paid in full, or payment thereof provided for in
money in accordance with its terms, before any payment is made by the Company,
on account of the principal (and premium, if any) or interest on the
Debentures.  Upon any such dissolution
or winding-up or liquidation or reorganization, any payment by the Company, or
distribution of assets of the Company of any kind or character, whether in
cash, property or securities, which the Securityholders or the Trustee would be
entitled to receive from the Company, except for the provisions of this
Article XV, shall be paid by the Company, or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other Person making such payment or
distribution, or by the Securityholders or by the Trustee under this Indenture
if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of
the respective amounts of Senior Indebtedness held by such holders, as
calculated by the Company) or their representative or representatives, or to
the trustee or trustees under any indenture pursuant to which any instruments
evidencing such Senior Indebtedness may have been issued, as their respective
interests may appear, to the extent necessary to pay such Senior Indebtedness
in full, in money or money’s worth, after giving effect to any concurrent
payment or distribution to or for the holders of


 


43

















 


such Senior Indebtedness, before any payment
or distribution is made to the Securityholders or to the Trustee.


 


In the event that,
notwithstanding the foregoing, any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or securities,
prohibited by the foregoing, shall be received by the Trustee before all Senior
Indebtedness is paid in full, or provision is made for such payment in money in
accordance with its terms, such payment or distribution shall be held in trust
for the benefit of and shall be paid over or delivered to the holders of such Senior
Indebtedness or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing such
Senior Indebtedness may have been issued, as their respective interests may
appear, as calculated by the Company, for application to the payment of all
Senior Indebtedness, remaining unpaid to the extent necessary to pay such
Senior Indebtedness in full in money in accordance with its terms, after giving
effect to any concurrent payment or distribution to or for the benefit of the
holders of such Senior Indebtedness.


 


For purposes of this
Article XV, the words “cash, property or securities” shall not be deemed
to include shares of stock of the Company as reorganized or readjusted, or
securities of the Company or any other corporation provided for by a plan of
reorganization or readjustment, the payment of which is subordinated at least
to the extent provided in this Article XV with respect to the Debentures
to the payment of all Senior Indebtedness, that may at the time be outstanding,
provided that (i) such Senior Indebtedness is assumed by the new
corporation, if any, resulting from any such reorganization or readjustment,
and (ii) the rights of the holders of such Senior Indebtedness are not,
without the consent of such holders, altered by such reorganization or
readjustment.  The consolidation of the
Company with, or the merger of the Company into, another corporation or the
liquidation or dissolution of the Company following the conveyance or transfer
of its property as an entirety, or substantially as an entirety, to another
corporation upon the terms and conditions provided for in Article X of
this Indenture shall not be deemed a dissolution, winding-up, liquidation or
reorganization for the purposes of this Section if such other corporation
shall, as a part of such consolidation, merger, conveyance or transfer, comply
with the conditions stated in Article X of this Indenture.  Nothing in Section 15.2 or in this
Section shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 6.6 of this Indenture.


 


Section 15.4.        Subrogation. 
Subject to the payment in full of all Senior Indebtedness, the
Securityholders shall be subrogated to the rights of the holders of such Senior
Indebtedness to receive payments or distributions of cash, property or
securities of the Company, applicable to such Senior Indebtedness until the
principal of (and premium, if any) and interest on the Debentures shall be paid
in full.  For the purposes of such
subrogation, no payments or distributions to the holders of such Senior
Indebtedness of any cash, property or securities to which the Securityholders
or the Trustee would be entitled except for the provisions of this
Article XV, and no payment over pursuant to the provisions of this
Article XV to or for the benefit of the holders of such Senior
Indebtedness by Securityholders or the Trustee, shall, as between the Company,
its creditors other than holders of Senior Indebtedness of the Company, and the
holders of the Debentures be deemed to be a payment or distribution by the
Company to or on account of such Senior Indebtedness.  It is understood that the provisions of this Article XV are
and are intended solely for the purposes of defining the relative rights of the
holders of the Securities, on the one hand, and the holders of such Senior
Indebtedness, on the other hand.


 


Nothing contained in this
Article XV or elsewhere in this Indenture or in the Debentures is intended
to or shall impair, as between the Company, its creditors other than the
holders of Senior Indebtedness, and the holders of the Debentures, the
obligation of the Company, which is absolute and unconditional, to pay to the
holders of the Debentures the principal of (and premium, if any) and interest
on the Debentures as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the holders of the Debentures and creditors of the


 


44

















 


Company, other than the holders of Senior
Indebtedness, nor shall anything herein or therein prevent the Trustee or the
holder of any Debenture from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if
any, under this Article XV of the holders of such Senior Indebtedness in
respect of cash, property or securities of the Company, received upon the
exercise of any such remedy.


 


Upon any payment or
distribution of assets of the Company referred to in this Article XV, the
Trustee, subject to the provisions of Article VI of this Indenture, and
the Securityholders shall be entitled to conclusively rely upon any order or
decree made by any court of competent jurisdiction in which such dissolution,
winding-up, liquidation or reorganization proceedings are pending, or a
certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent
or other Person making such payment or distribution, delivered to the Trustee
or to the Securityholders, for the purposes of ascertaining the Persons
entitled to participate in such distribution, the holders of Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article XV.


 


Section 15.5.        Trustee to Effectuate Subordination.  Each Securityholder by such Securityholder’s acceptance thereof
authorizes and directs the Trustee on such Securityholder’s behalf to take such
action as may be necessary or appropriate to effectuate the subordination
provided in this Article XV and appoints the Trustee such Securityholder’s
attorney-in-fact for any and all such purposes.


 


Section 15.6.        Notice
by the Company.  The Company shall give prompt written notice
to a Responsible Officer of the Trustee at the Principal Office of the Trustee
of any fact known to the Company that would prohibit the making of any payment
of monies to or by the Trustee in respect of the Debentures pursuant to the
provisions of this Article XV. 
Notwithstanding the provisions of this Article XV 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 of
monies to or by the Trustee in respect of the Debentures pursuant to the
provisions of this Article XV, unless and until a Responsible Officer of
the Trustee at the Principal Office of the Trustee shall have received written
notice thereof from the Company or a holder or holders of Senior Indebtedness
or from any trustee therefor; and before the receipt of any such written
notice, the Trustee, subject to the provisions of Article VI of this
Indenture, shall be entitled in all respects to assume that no such facts
exist; provided, however, that if the Trustee shall not have
received the notice provided for in this Section at least 2 Business Days
prior to the date upon which by the terms hereof any money may become payable
for any purpose (including, without limitation, the payment of the principal of
(or premium, if any) or interest on any Debenture), then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power
and authority to receive such money and to apply the same to the purposes for
which they were received, and shall not be affected by any notice to the
contrary that may be received by it within 2 Business Days prior to such date.


 


The Trustee, subject to the
provisions of Article VI of this Indenture, shall be entitled to
conclusively rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee or
representative on behalf of such holder), to establish that such notice has
been given by a holder of such Senior Indebtedness or a trustee or
representative on behalf of any such holder or holders.  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 such Senior Indebtedness to participate in any payment or
distribution pursuant to this Article XV, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of such 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 XV,
and, if such evidence is


 


45

















 


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 15.7.        Rights of the Trustee; Holders of
Senior Indebtedness.  The Trustee in its individual capacity shall
be entitled to all the rights set forth in this Article XV in respect of
any Senior Indebtedness at any time 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.


 


With respect to the holders
of Senior Indebtedness, the Trustee undertakes to perform or to observe only
such of its covenants and obligations as are specifically set forth in this
Article XV, and no implied covenants or obligations with respect to the
holders of such Senior Indebtedness shall be read into this Indenture against
the Trustee.  The Trustee shall not be
deemed to owe any fiduciary duty to the holders of such Senior Indebtedness
and, subject to the provisions of Article VI of this Indenture, the
Trustee shall not be liable to any holder of such Senior Indebtedness if it
shall pay over or deliver to Securityholders, the Company or any other Person
money or assets to which any holder of such Senior Indebtedness shall be
entitled by virtue of this Article XV or otherwise.


 


Nothing in this
Article XV shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 6.6.


 


Section 15.8.        Subordination May Not Be Impaired.  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 Company, or by any act or failure to act, in good faith, by any such
holder, or by any noncompliance by the Company, with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof that any such
holder may have or otherwise be charged with.


 


Without in any way limiting
the generality of the foregoing paragraph, the holders of Senior Indebtedness
may, at any time and from time to time, without the consent of or notice to the
Trustee or the Securityholders, without incurring responsibility to the
Securityholders and without impairing or releasing the subordination provided
in this Article XV or the obligations hereunder of the holders of the
Debentures to the holders of such 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, such Senior Indebtedness, or otherwise amend or supplement in any manner
such Senior Indebtedness or any instrument evidencing the same or any agreement
under which such Senior Indebtedness is outstanding; (ii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing such Senior Indebtedness; (iii) release any Person liable in any
manner for the collection of such Senior Indebtedness; and (iv) exercise
or refrain from exercising any rights against the Company, and any other
Person.


 


signatures appear on the following  page


 


46

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Indenture to be duly executed by their respective
officers thereunto duly authorized, as of the day and year first above written.


 


	
   

  	
  CAPITAL CORP OF THE WEST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STATE STREET BANK AND
  TRUST COMPANY OF

  CONNECTICUT, NATIONAL ASSOCIATION, as

  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


47

















 


FORM OF JUNIOR SUBORDINATED DEBENTURE


 


[FORM
OF FACE OF SECURITY]


 


THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAW.  NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO THE COMPANY,
(B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN
ACCORDANCE WITH RULE 144A, (C) TO A NON-U.S. PERSON IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE)
OF REGULATION S UNDER THE SECURITIES ACT, (D) TO AN INSTITUTIONAL
“ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3)
OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS
SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT, OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S RIGHT
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM
IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE
COMPANY.  THE HOLDER OF THIS SECURITY
AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.


 


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


 


10.20%
Junior Subordinated Deferrable Interest Debenture


 


of


 


CAPITAL
CORP OF THE WEST


 


February 22,
2001


 


Capital Corp of the West, a
California corporation (the “Company” which term includes any successor Person
under the Indenture hereinafter referred to), for value received promises to
pay to State Street Bank and Trust Company of Connecticut, National
Association, not in its individual capacity but solely as Institutional Trustee
for County Statutory Trust I (the “Holder”) or registered assigns, the
principal sum of Six Million One Hundred and Eighty-six Thousand Dollars
($6,186,000) on February 22, 2031, and to pay interest on said principal
sum from February 22, 2001, or from the most recent interest payment date
(each such date, an “Interest Payment Date”) to which interest has been paid or
duly


 


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provided for, semi-annually (subject to
deferral as set forth herein) in arrears on February 22 and August 22
of each year commencing August 22, 2001, at an annual rate equal to 10.20%
until the principal hereof shall have become due and payable, and on any
overdue principal and (without duplication and to the extent that payment of
such interest is enforceable under applicable law) on any overdue installment
of interest at an annual rate equal to 10.20% compounded semi-annually.  The amount of interest payable on any
Interest Payment Date shall be computed on the basis of a 360-day year of
twelve 30-day months.  In the event that
any date on which interest is payable on the Debenture is not a Business Day,
then payment of interest payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day is 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 such date.  The interest
installment 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 the Debenture (or one or more Predecessor Securities, as defined
in said Indenture) is registered at the close of business on the Record Date
for such interest installment, which shall be the close of business on the 15th
day next preceding such Interest Payment Date. 
Any such interest installment not punctually paid or duly provided for
shall forthwith cease to be payable to the registered holders on such Record
Date and may be paid to the Person in whose name the Debenture (or one or more
Predecessor Debentures) is registered at the close of business on a special
record date to be fixed by the Trustee for the payment of such defaulted
interest, notice whereof shall be given to the registered holders of the
Debentures not less than 10 days prior to such special record date, all as more
fully provided in the Indenture.  The
principal of and interest on the Debenture shall be payable at the office or
agency of the Trustee (or other paying agent appointed by the Company)
maintained for that purpose in any coin or currency of the United States of
America that at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be
made by check mailed to the registered holder at such address as shall appear
in the Debenture Register if a request for a wire transfer by such holder has
not been received by the Company or by wire transfer to an account
appropriately designated by the holder hereof. 
Notwithstanding the foregoing, so long as the holder of the Debenture is
the Institutional Trustee, the payment of the principal of and interest on the
Debenture will be made in immediately available funds at such place and to such
account as may be designated by the Trustee.


 


So long as no Event of
Default has occurred and is continuing, the Company shall have the right, from
time to time, and without causing an Event of Default, to defer payments of
interest on the Debentures by extending the interest payment period on the
Debentures at any time and from time to time during the term of the Debentures,
for up to 10 consecutive semi-annual periods (each such extended interest
payment period, an “Extension Period”), during which Extension Period no
interest shall be due and payable.  No
Extension Period may end on a date other than an Interest Payment Date.  At the end of any such Extension Period the
Company shall pay all interest then accrued and unpaid on the Debentures
(together with Additional Interest thereon); provided, however,
that no Extension Period may extend beyond the Maturity Date; provided  further,
however, that during any such Extension Period, the Company shall not
and shall not permit any Affiliate to (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire, or make a liquidation payment
with respect to, any of the Company’s or such Affiliate’s capital stock (other
than payments of dividends or distributions to the Company) or make any
guarantee payments with respect to the foregoing or (ii) make any payment
of principal of or interest or premium, if any, on or repay, repurchase or
redeem any debt securities of the Company or any Affiliate that rank pari passu
in all respects with or junior in interest to the Debentures (other than, with
respect to clauses (i) and (ii) above, (a) repurchases, redemptions or
other acquisitions of shares of capital stock of the Company in connection with
any employment contract, benefit plan or other similar arrangement with or for
the benefit of one or more employees, officers, directors or consultants, in
connection with a dividend reinvestment or stockholder stock purchase plan or
in connection with the issuance of capital stock of the Company (or securities
convertible into or exercisable for such capital stock) as consideration


 


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in an acquisition transaction entered into
prior to the applicable Extension Period, (b) as a result of any exchange
or conversion of any class or series of the Company’s capital stock (or any
capital stock of a subsidiary of the Company) for any class or series of the
Company’s capital stock or of any class or series of the Company’s indebtedness
for any class or series of the Company’s capital stock, (c) the purchase
of fractional interests in shares of the Company’s capital stock pursuant to
the conversion or exchange provisions of such capital stock or the security
being converted or exchanged, (d) any declaration of a dividend in connection
with any stockholder’s rights plan, or the issuance of rights, stock or other
property under any stockholder’s rights plan, or the redemption or repurchase
of rights pursuant thereto, (e) any dividend in the form of stock,
warrants, options or other rights where the dividend stock or the stock
issuable upon exercise of such warrants, options or other rights is the same
stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock
and any cash payments in lieu of fractional shares issued in connection
therewith, or (f) payments under the Capital Securities Guarantee).  Prior to the termination of any Extension
Period, the Company may further extend such period, provided that such period
together with all such previous and further consecutive extensions thereof
shall not exceed 10 consecutive semi-annual periods, or extend beyond the
Maturity Date.  Upon the termination of
any Extension Period and upon the payment of all accrued and unpaid interest
and Additional Interest, the Company may commence a new Extension Period,
subject to the foregoing requirements. 
No interest or Additional Interest shall be due and payable during an
Extension Period, except at the end thereof, but each installment of interest
that would otherwise have been due and payable during such Extension Period
shall bear Additional Interest.  The
Company must give the Trustee notice of its election to begin such Extension
Period at least 5 Business Days prior to the earlier of (i) the date
interest on the Debentures would have been payable except for the election to
begin such Extension Period or (ii) the date such interest is payable, but
in any event not less than 5 Business Days prior to such record date.


 


The indebtedness evidenced
by the Debenture 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 the Debenture is issued subject to the provisions of the
Indenture with respect thereto.  Each
holder of the Debenture, 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 action as may be necessary or appropriate to
acknowledge or 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, hereby 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.


 


The Debenture shall not be
entitled to any benefit under the Indenture hereinafter referred to, be valid
or become obligatory for any purpose until the certificate of authentication
hereon shall have been signed by or on behalf of the Trustee.


 


Capitalized terms used and
not defined in the Debenture shall have the meanings assigned in the Indenture
dated as of the date of the Debenture between the Trustee and the Company.


 


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


 


	
   

  	
  CAPITAL CORP OF THE WEST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Debentures referred to in the within-mentioned Indenture.


 


	
   

  	
  State Street Bank and
  Trust Company of Connecticut,

  National Association, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


 


A-1-4