Exhibit
4.2


 




 


 





AMENDED AND RESTATED DECLARATION

OF TRUST


 


by and among


 


STATE STREET BANK AND TRUST COMPANY

OF CONNECTICUT, NATIONAL ASSOCIATION,


as Institutional Trustee,


 


CAPITAL CORP OF THE WEST,


as Sponsor,


 


and


ROGER DALE MCKINNEY and JANEY CABRAL


as Administrators,


 


Dated as of February 22, 2001




 


 





 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I INTERPRETATION AND DEFINITIONS

  
	
   

  	
  Section 1.1.

  	
  Definitions.

  
	
   

  	
   

  	
   

  
	
  ARTICLE II ORGANIZATION 7

  
	
   

  	
  Section 2.1.

  	
  Name.

  
	
   

  	
  Section 2.2.

  	
  Office.

  
	
   

  	
  Section 2.3.

  	
  Purpose.

  
	
   

  	
  Section 2.4.

  	
  Authority.

  
	
   

  	
  Section
  2.5.

  	
  Title to Property of
  the Trust.

  
	
   

  	
  Section 2.6.

  	
  Powers and Duties of the Institutional
  Trustee and the Administrators.

  
	
   

  	
  Section
  2.7.

  	
  Prohibition
  of Actions by the Trust and the Institutional Trustee.

  
	
   

  	
  Section
  2.8.

  	
  Powers
  and Duties of the Institutional Trustee.

  
	
   

  	
  Section 2.9.

  	
  Certain
  Duties and Responsibilities of the Institutional Trustee and Administrators.

  
	
   

  	
  Section 2.10.

  	
  Certain Rights
  of Institutional Trustee.

  
	
   

  	
  Section
  2.11.

  	
  Execution
  of Documents.

  
	
   

  	
  Section 2.12.

  	
  Not
  Responsible for Recitals or Issuance of Securities.

  
	
   

  	
  Section 2.13.

  	
  Duration
  of Trust.

  
	
   

  	
  Section 2.14.

  	
  Mergers.

  
	
   

  	
   

  	
   

  
	
  ARTICLE III SPONSOR

  
	
   

  	
  Section 3.1.

  	
  Sponsor’s
  Purchase of Common Securities.

  
	
   

  	
  Section
  3.2.

  	
  Responsibilities of
  the Sponsor.

  
	
   

  	
  Section 3.3.

  	
  Expenses.

  
	
   

  	
  Section 3.4.

  	
  Right to
  Proceed.

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV INSTITUTIONAL TRUSTEE AND
  ADMINISTRATORS

  
	
   

  	
  Section
  4.1.

  	
  Institutional Trustee;
  Eligibility.

  
	
   

  	
  Section 4.2.

  	
  Administrators.

  
	
   

  	
  Section 4.3.

  	
  Appointment,
  Removal and Resignation of Institutional Trustee and Administrators.

  
	
   

  	
  Section
  4.4.

  	
  Institutional Trustee
  Vacancies.

  
	
   

  	
  Section 4.5.

  	
  Effect
  of Vacancies.

  
	
   

  	
  Section 4.6.

  	
  Meetings
  of the Institutional Trustee and the Administrators.

  
	
   

  	
  Section 4.7.

  	
  Delegation
  of Power.

  
	
   

  	
  Section 4.8.

  	
  Conversion,
  Consolidation or Succession to Business.

  
	
   

  	
   

  	
   

  
	
  ARTICLE V DISTRIBUTIONS

  
	
   

  	
  Section 5.1.

  	
  Distributions.

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI ISSUANCE OF SECURITIES

  
	
   

  	
  Section 6.1.

  	
  General
  Provisions Regarding Securities.

  
	
   

  	
  Section 6.2.

  	
  Paying
  Agent, Transfer Agent and Registrar.

  
	
   

  	
  Section 6.3.

  	
  Form and
  Dating.

  
	
   

  	
  Section
  6.4.

  	
  Mutilated,
  Destroyed, Lost or Stolen Certificates.

  
	
   

  	
  Section 6.5.

  	
  Temporary
  Securities.

  
	
   

  	
  Section 6.6.

  	
  Cancellation.

  



 


i

















 


	
   

  	
  Section
  6.7.

  	
  Rights of
  Holders; Waivers of Past Defaults.

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII DISSOLUTION AND
  TERMINATION OF TRUST

  
	
   

  	
  Section
  7.1.

  	
  Dissolution and
  Termination of Trust.

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII TRANSFER OF INTERESTS

  
	
   

  	
  Section 8.1.

  	
  General.

  
	
   

  	
  Section
  8.2.

  	
  Transfer
  Procedures and Restrictions.

  
	
   

  	
  Section
  8.3.

  	
  Deemed
  Security Holders.

  
	
   

  	
   

  	
   

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

  
	
   

  	
  Section 9.1.

  	
  Liability.

  
	
   

  	
  Section 9.2.

  	
  Exculpation.

  
	
   

  	
  Section 9.3.

  	
  Fiduciary Duty.

  
	
   

  	
  Section 9.4.

  	
  Indemnification.

  
	
   

  	
  Section 9.5.

  	
  Outside
  Businesses.

  
	
   

  	
  Section 9.6.

  	
  Compensation;
  Fee.

  
	
   

  	
   

  	
   

  
	
  ARTICLE X ACCOUNTING

  
	
   

  	
  Section 10.1.

  	
  Fiscal Year.

  
	
   

  	
  Section
  10.2.

  	
  Certain Accounting Matters.

  
	
   

  	
  Section 10.3.

  	
  Banking.

  
	
   

  	
  Section 10.4.

  	
  Withholding.

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI AMENDMENTS AND MEETINGS

  
	
   

  	
  Section 11.1.

  	
  Amendments.

  
	
   

  	
  Section 11.2.

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

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII REPRESENTATIONS OF
  INSTITUTIONAL TRUSTEE

  
	
   

  	
  Section 12.1.

  	
  Representations
  and Warranties of Institutional Trustee.

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII MISCELLANEOUS

  
	
   

  	
  Section 13.1.

  	
  Notices.

  
	
   

  	
  Section 13.2.

  	
  Governing Law.

  
	
   

  	
  Section
  13.3.

  	
  Intention of the Parties.

  
	
   

  	
  Section 13.4.

  	
  Headings.

  
	
   

  	
  Section
  13.5.

  	
  Successors
  and Assigns.

  
	
   

  	
  Section
  13.6.

  	
  Partial
  Enforceability.

  
	
   

  	
  Section 13.7.

  	
  Counterparts.

  



 


 


	
  Annex I

  	
  Terms of Securities

  
	
  Exhibit A-I

  	
  Form of Capital
  Security Certificate

  
	
  Exhibit A-2

  	
  Form of Common Security
  Certificate

  
	
  Exhibit B

  	
  Specimen of Initial
  Debenture

  
	
  Exhibit C

  	
  Placement Agreement

  



 


ii

















 


AMENDED AND RESTATED


 


DECLARATION OF TRUST


 


OF


 


COUNTY STATUTORY TRUST I


 


February 22, 2001


 


AMENDED AND RESTATED DECLARATION OF TRUST (“Declaration”)
dated and effective as of February 22, 2001, by the Institutional Trustee
(as defined herein), the Administrators (as defined herein), the Sponsor (as
defined herein) and by the holders, from time to time, of undivided beneficial
interests in the Trust (as defined herein) to be issued pursuant to this
Declaration;


 


WHEREAS, the Institutional Trustee, the Administrators
and the Sponsor established County Statutory Trust I (the “Trust”), a
statutory trust under the Connecticut Statutory Trust Act pursuant to a
Declaration of Trust dated as of January 23, 2001 (the “Original
Declaration”), and a Certificate of Trust filed with the Secretary of State
of the State of Connecticut on January 24, 2001, for the sole purpose of
issuing and selling certain securities representing undivided beneficial interests
in the assets of the Trust and investing the proceeds thereof in certain
debentures of the Debenture Issuer (as defined herein);


 


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


 


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


 


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


 


ARTICLE I


 


INTERPRETATION
AND DEFINITIONS


 


Section 1.1.           Definitions.  Unless the context
otherwise requires:


 


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


 


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


 


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


 


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


 


1

















 


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


 


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


 


“Administrators” means each of Roger Dale
McKinney and Janey Cabral, solely in such Person’s capacity as Administrator of
the Trust created and continued hereunder and not in such Person’s individual
capacity, or such Administrator’s successor in interest in such capacity, or
any successor appointed as herein provided.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Certificate” means any certificate evidencing
Securities.


 


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


 


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


 


“Commission” means the Securities and Exchange
Commission.


 


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


 


2

















 


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


 


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


 


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


 


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


 


“Corporate Trust Office” means the office of
the Institutional Trustee at which the corporate trust business of the
Institutional Trustee shall, at any particular time, be principally
administered, which office at the date of execution of this Declaration is
located at 225 Asylum Street, Goodwin Square, Hartford, Connecticut.


 


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


 


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


 


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


 


“Debenture Issuer” means Capital Corp of the
West, a California corporation, in its capacity as issuer of the Debentures
under the Indenture.


 


“Debenture Trustee” means State Street Bank and
Trust Company of Connecticut, National Association, as trustee under the
Indenture until a successor is appointed thereunder, and thereafter means such
successor trustee.


 


“Debentures” means the 10.20% Junior
Subordinated Deferrable Interest Debentures due 2031 to be issued by the
Debenture Issuer under the Indenture.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3

















 


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


 


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


 


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


 


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


 


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


 


“Fiduciary Indemnified Person” shall mean the
Institutional Trustee, any Affiliate of the Institutional Trustee and any
officers, directors, shareholders, members, partners, employees,
representatives, custodians, nominees or agents of the Institutional Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Institutional Trustee” means the Trustee
meeting the eligibility requirements set forth in Section 4.1.


 


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


 


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


 


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


 


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


 


4

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Payment Amount” has the meaning set forth in
Section 5.1.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


5

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Sponsor” means Capital Corp of the West, a
California corporation, or any successor entity in a merger, consolidation or
amalgamation, in its capacity as sponsor of the Trust.


 


“Statutory Trust Act” means Chapter 615 of
Title 34 of the Connecticut General Statutes, Sections 500, et seq. as may be
amended from time to time.


 


“Successor Entity” has the meaning set forth in
Section 2.14(b).


 


“Successor Institutional Trustee” has the
meaning set forth in Section 4.3(a).


 


“Successor Securities” has the meaning set
forth in Section 2.14(b).


 


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


 


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


 


6

















 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE II


 


ORGANIZATION


 


Section 2.1.           Name.  The Trust is named “County
Statutory Trust I,” as such name may be modified from time to time by the
Administrators following written notice to the Holders of the Securities.  The Trust’s activities may be conducted
under the name of the Trust or any other name deemed advisable by the
Administrators.


 


Section 2.2.           Office.  The address of the
principal office of the Trust is c/o State Street Bank and Trust Company of
Connecticut, National Association, 225 Asylum Street, Goodwin Square,
Hartford, Connecticut 06103.  On at least
10 Business Days written notice to the Holders of the Securities, the
Administrators may designate another principal office, which shall be in a
state of the United States or in the District of Columbia.


 


Section 2.3.           Purpose.  The exclusive purposes and functions
of the Trust are (a) to issue and sell the Securities representing
undivided beneficial interests in the assets of the Trust, (b) to invest
the gross proceeds from such sale to acquire the Debentures, (c) to
facilitate direct investment in the assets of the Trust through issuance of the
Common Securities and the Capital Securities and (d) except as otherwise
limited herein, to engage in only those other activities necessary or
incidental thereto.  The Trust shall not
borrow money, issue debt or reinvest proceeds derived from investments, pledge
any of its assets, or otherwise undertake (or permit to be undertaken) any
activity that would cause the Trust not to be classified for United States
federal income tax purposes as a grantor trust.


 


Section 2.4.           Authority.  Except as specifically provided in
this Declaration, the Institutional Trustee shall have exclusive and complete
authority to carry out the purposes of the Trust.  An action taken by the Institutional Trustee in accordance with
its powers shall constitute the act of and serve to bind the Trust.  In dealing with the Institutional Trustee
acting on behalf of the Trust, no Person shall be required to inquire into the
authority of the Institutional Trustee to bind the Trust.  Persons dealing with


 


7

















 


the Trust are entitled to
rely conclusively on the power and authority of the Institutional Trustee as
set forth in this Declaration.  The
Administrators shall have only those ministerial duties set forth herein with
respect to accomplishing the purposes of the Trust and are not intended to be
trustees or fiduciaries with respect to the Trust or the Holders.  The Institutional Trustee shall have the
right, but shall not be obligated except as provided in Section 2.6, to
perform those duties assigned to the Administrators.


 


Section 2.5.           Title
to Property of the Trust. 
Except as provided in Section 2.8 with respect to the Debentures
and the Property Account or as otherwise provided in this Declaration, legal
title to all assets of the Trust shall be vested in the Trust.  The Holders shall not have legal title to
any part of the assets of the Trust, but shall have an undivided beneficial
interest in the assets of the Trust.


 


Section 2.6.           Powers and Duties of the
Institutional Trustee and the Administrators.


 


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


 


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


 


(A)  the issuance and sale of the
Securities;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


8

















 


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


 


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


 


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


 


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


 


(A)  the establishment of the Property
Account;


 


(B)  the receipt of the Debentures;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


9

















 


such existence is
necessary to protect the limited liability of the Holders of the Capital
Securities or to enable the Trust to effect the purposes for which the Trust
was created.


 


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


 


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


 


(c)   In connection with the
issuance and sale of the Capital Securities, the Sponsor shall have the right
and responsibility to assist the Trust with respect to, or effect on behalf of
the Trust, the following (and any actions taken by the Sponsor in furtherance
of the following prior to the date of this Declaration are hereby ratified and
confirmed in all respects):


 


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


 


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


 


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


 


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


 


(d)   Notwithstanding anything
herein to the contrary, the Administrators and the Holders of a Majority in
liquidation amount of the Common Securities are authorized and directed to
conduct the affairs of the Trust and to operate the Trust so that the Trust
will not (i) be deemed to be an Investment


 


10

















 


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


 


(e)   All expenses incurred by the
Administrators or the Institutional Trustee pursuant to this Section 2.6
shall be reimbursed by the Sponsor, and the Institutional Trustee shall have no
obligations with respect to such expenses.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(viii)        other
than as provided in this Declaration (including Annex I), (A) direct
the time, method and place of exercising any trust or power conferred upon the
Debenture Trustee with respect to the Debentures, (B) waive any past
default that is waivable under the Indenture, (C) exercise any right to
rescind or annul any declaration that the principal of all the Debentures shall
be due and payable, or (D) consent to any amendment, modification or
termination of the Indenture or the Debentures where such consent shall be
required unless the Trust shall have


 


11

















 


received an
opinion of counsel to the effect that such modification will not cause the
Trust to cease to be classified as a “grantor trust” for United States federal
income tax purposes.


 


Section 2.8.           Powers
and Duties of the Institutional Trustee.


 


(a)   The legal title to the
Debentures shall be owned by and held of record in the name of the
Institutional Trustee in trust for the benefit of the Trust and the Holders of
the Securities.  The right, title and
interest of the Institutional Trustee to the Debentures shall vest
automatically in each Person who may hereafter be appointed as Institutional
Trustee in accordance with Section 4.3. 
Such vesting and cessation of title shall be effective whether or not conveyancing
documents with regard to the Debentures have been executed and delivered.


 


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


 


(c)   The Institutional Trustee
shall:


 


(i)            establish
and maintain a segregated non-interest bearing trust account (the “Property
Account”) in the name of and under the exclusive control of the
Institutional Trustee, and maintained in the Institutional Trustee’s trust
department, on behalf of the Holders of the Securities and, upon the receipt of
payments of funds made in respect of the Debentures held by the Institutional
Trustee, deposit such funds into the Property Account and make payments, or
cause the Paying Agent to make payments, to the Holders of the Capital
Securities and Holders of the Common Securities from the Property Account in
accordance with Section 5.1.  Funds
in the Property Account shall be held uninvested until disbursed in accordance
with this Declaration;


 


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


 


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


 


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


 


12

















 


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


 


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


 


(ii)           a
Successor Institutional Trustee has been appointed and has accepted that
appointment in accordance with Section 4.3.


 


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


 


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


 


Section 2.9.           Certain Duties and
Responsibilities of the Institutional Trustee and Administrators.


 


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


 


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


 


(c)   All payments made by the
Institutional Trustee or a Paying Agent in respect of the Securities shall be
made only from the revenue and proceeds from the Trust Property and only to the


 


13

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 2.10.        Certain Rights of Institutional
Trustee.  Subject to the provisions of
Section 2.9:


 


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


 


14

















 


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


 


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


 


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


 


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


 


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


 


(g)   the Institutional Trustee
shall be under no obligation to exercise any of the rights or powers vested in
it by this Declaration at the request or direction of any of the Holders
pursuant to this Declaration, unless such Holders shall have offered to the
Institutional Trustee security or indemnity reasonably satisfactory to it
against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction; provided, that nothing
contained in this Section 2.10(g) shall be taken to relieve the
Institutional Trustee, subject to Section 2.9(b), upon the occurrence of
an Event of Default, to exercise such of the rights and powers vested in it by
this Declaration, and use the same degree of care and skill in their exercise,
as a prudent person would exercise or use under the circumstances in the
conduct of his or her own affairs;


 


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


 


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


 


15

















 


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


 


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


 


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


 


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


 


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


 


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


 


Section 2.11.        Execution
of Documents.  Unless otherwise determined in writing by
the Institutional Trustee, and except as otherwise required by the Statutory
Trust Act, the Institutional Trustee, or any one or more of the Administrators,
as the case may be, is authorized to execute on behalf of the Trust any
documents that the Trustees or the Administrators, as the case may be, have the
power and authority to execute pursuant to Section 2.6.


 


Section 2.12.        Not Responsible for Recitals or
Issuance of Securities.  The recitals contained in this Declaration
and the Securities shall be taken as the statements of the Sponsor, and the
Institutional Trustee does not assume any responsibility for their
correctness.  The Institutional Trustee
makes no representations as to the value or condition of the property of the
Trust or any part thereof.  The
Institutional Trustee makes no representations as to the validity or
sufficiency of this Declaration, the Debentures or the Securities.


 


Section 2.13.        Duration of
Trust.  The Trust, unless earlier dissolved pursuant
to the provisions of Article VII hereof, shall be in existence for 35
years from the Closing Date.


 


16

















 


Section 2.14.        Mergers.


 


(a)   The Trust may not
consolidate, amalgamate, merge with or into, or be replaced by, or convey,
transfer or lease its properties and assets substantially as an entirety to any
corporation or other body, except as described in this Section 2.14(b) and
(c).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


17

















 


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


 


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


 


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


 


(ix)           prior
to such merger, consolidation, amalgamation or replacement, the Institutional
Trustee shall have received an Officers’ Certificate of the Administrators and
an opinion of counsel, each to the effect that all conditions precedent under
this Section 2.14(b) to such transaction have been satisfied.


 


(c)   Notwithstanding
Section 2.14(b), the Trust shall not, except with the consent of Holders
of 100% in aggregate liquidation amount of the Securities, consolidate,
amalgamate, merge with or into, or be replaced by any other entity or permit
any other entity to consolidate, amalgamate, merge with or into, or replace it
if such consolidation, amalgamation, merger or replacement would cause the
Trust or Successor Entity to be classified as other than a grantor trust for
United States federal income tax purposes.


 


ARTICLE III


 


SPONSOR


 


Section 3.1.           Sponsor’s Purchase of Common
Securities.  On the Closing Date, the Sponsor will
purchase all of the Common Securities issued by the Trust in an amount at least
equal to 3% of the capital of the Trust, at the same time as the Capital
Securities are sold.


 


Section 3.2.           Responsibilities of the Sponsor.  In connection with the issue and sale of the
Capital Securities, the Sponsor shall have the exclusive right and
responsibility to engage in, or direct the Administrators to engage in, the
following activities:


 


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


 


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


 


Section 3.3.           Expenses. 
In connection with the offering, sale and issuance of the Debentures to
the Institutional Trustee and in connection with the sale of the Securities by
the Trust, the Sponsor, in its capacity as Debenture Issuer, shall:


 


(a)   pay all reasonable costs and
expenses relating to the offering, sale and issuance of the Debentures,
including compensation of the Debenture Trustee under the Indenture in
accordance with the provisions of the Indenture;


 


18

















 


(b)   be responsible for and shall
pay all debts and obligations (other than with respect to the Securities) and
all costs and expenses of the Trust (including, but not limited to, costs and
expenses relating to the organization, maintenance and dissolution of the
Trust), the offering, sale and issuance of the Securities (including fees to
the placement agents in connection therewith), the fees and expenses (including
reasonable counsel fees and expenses) of the Institutional Trustee and the
Administrators, the costs and expenses relating to the operation of the Trust,
including, without limitation, costs and expenses of accountants, attorneys,
statistical or bookkeeping services, expenses for printing and engraving and
computing or accounting equipment, Paying Agents, Registrars, Transfer Agents,
duplicating, travel and telephone and other telecommunications expenses and
costs and expenses incurred in connection with the acquisition, financing, and
disposition of Trust assets and the enforcement by the Institutional Trustee of
the rights of the Holders; and


 


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


 


The Sponsor’s obligations under this Section 3.3
shall be for the benefit of, and shall be enforceable by, any Person to whom
such debts, obligations, costs, expenses and taxes are owed (a “Creditor”)
whether or not such Creditor has received notice hereof.  Any such Creditor may enforce the Sponsor’s
obligations under this Section 3.3 directly against the Sponsor and the
Sponsor irrevocably waives any right or remedy to require that any such
Creditor take any action against the Trust or any other Person before
proceeding against the Sponsor.  The
Sponsor agrees to execute such additional agreements as may be necessary or
desirable in order to give full effect to the provisions of this
Section 3.3.


 


Section 3.4.           Right to
Proceed.  The Sponsor acknowledges the rights of
Holders to institute a Direct Action as set forth in Section 2.8(d)hereto.


 


ARTICLE IV


 


INSTITUTIONAL
TRUSTEE AND ADMINISTRATORS


 


Section 4.1.           Institutional Trustee; Eligibility.


 


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


 


(i)            not
be an Affiliate of the Sponsor;


 


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


 


(iii)          be
a banking corporation or trust company organized and doing business under the
laws of the United States of America or any state thereof or the District of
Columbia, authorized under such laws to exercise corporate trust powers, having
a combined capital and surplus of at least 50 million U.S. dollars
($50,000,000), and subject to supervision or examination by Federal, state, or
District of Columbia authority.  If such
corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of the supervising or examining authority referred to
above, then for the purposes of this Section 4.1(a)(iii), the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.


 


(b)   If at any time the
Institutional Trustee shall cease to be eligible to so act under
Section 4.1(a), the Institutional Trustee shall immediately resign in the
manner and with the effect set forth in Section 4.3(a).


 


19

















 


(c)   The initial Institutional
Trustee shall be State Street Bank and Trust Company of Connecticut, National
Association.


 


Section 4.2.           Administrators. 
Each Administrator shall be a U.S. Person, 21 years of age or older and
authorized to bind the Sponsor.  The
initial Administrators shall be Roger Dale McKinney and Janey Cabral.  There shall at all times be at least one
Administrator.  Except where a
requirement for action by a specific number of Administrators is expressly set
forth in this Declaration and except with respect to any action the taking of which
is the subject of a meeting of the Administrators, any action required or
permitted to be taken by the Administrators may be taken by, and any power of
the Administrators may be exercised by, or with the consent of, any one such
Administrator.


 


Section 4.3.           Appointment, Removal and Resignation
of Institutional Trustee and Administrators.


 


(a)   Notwithstanding anything to
the contrary in this Declaration, no resignation or removal of the
Institutional Trustee and no appointment of a Successor Institutional Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the Successor Institutional Trustee in accordance with the
applicable requirements of this Section 4.3.


 


Subject to the immediately preceding paragraph, the
Institutional Trustee may resign at any time by giving written notice thereof
to the Holders of the Securities and by appointing a Successor Institutional
Trustee.  Upon the resignation of the
Institutional Trustee, the Institutional Trustee shall appoint a successor by
requesting from at least three Persons meeting the eligibility requirements,
its expenses and charges to serve as the successor Institutional Trustee on a
form provided by the Administrators, and selecting the Person who agrees to the
lowest expense and charges (the “Successor Institutional Trustee”).  If the instrument of acceptance by the
Successor Institutional Trustee required by this Section 4.3 shall not
have been delivered to the Institutional Trustee within 60 days after the
giving of such notice of resignation or delivery of the instrument of removal,
the Institutional Trustee may petition, at the expense of the Trust, any
Federal, state or District of Columbia court of competent jurisdiction for the
appointment of a Successor Institutional Trustee.  Such court may thereupon, after prescribing such notice, if any,
as it may deem proper, appoint a Successor Institutional Trustee.  The Institutional Trustee shall have no
liability for the selection of such successor pursuant to this Section 4.3.


 


The Institutional Trustee may be removed by the act of
the Holders of a Majority in liquidation amount of the Capital Securities,
delivered to the Institutional Trustee (in its individual capacity and on
behalf of the Trust) if an Event of Default shall have occurred and be
continuing.  If the Institutional
Trustee shall be so removed, the Holders of Capital Securities, by act of the
Holders of a Majority in liquidation amount of the Capital Securities then
outstanding delivered to the Institutional Trustee, shall promptly appoint a
Successor Institutional Trustee, and such Successor Institutional Trustee shall
comply with the applicable requirements of this Section 4.3.  If no Successor Institutional Trustee shall
have been so appointed by the Holders of a Majority in liquidation amount of
the Capital Securities and accepted appointment in the manner required by this
Section 4.3, within 30 days after delivery of an instrument of
removal, any Holder who has been a Holder of the Securities for at least
6 months may, on behalf of himself and all others similarly situated,
petition any Federal, state or District of Columbia court of competent
jurisdiction for the appointment of the Successor Institutional Trustee.  Such court may thereupon, after prescribing
such notice, if any, as it may deem proper, appoint a Successor Institutional
Trustee.


 


The Institutional Trustee shall give notice of its
resignation and removal and each appointment of a Successor Institutional
Trustee to all Holders in the manner provided in Section 13.1(d) and shall
give


 


20

















 


notice to the Sponsor.  Each notice shall include the name of the Successor Institutional
Trustee and the address of its Corporate Trust Office.


 


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


 


(c)   No Institutional Trustee
shall be liable for the acts or omissions to act of any Successor Institutional
Trustee.


 


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


 


Section 4.4.           Institutional Trustee Vacancies.  If the Institutional Trustee ceases to hold
office for any reason a vacancy shall occur. 
A resolution certifying the existence of such vacancy by the Institutional
Trustee shall be conclusive evidence of the existence of such vacancy.  The vacancy shall be filled with a Trustee
appointed in accordance with Section 4.3.


 


Section 4.5.           Effect
of Vacancies.  The death, resignation, retirement, removal,
bankruptcy, dissolution, liquidation, incompetence or incapacity to perform the
duties of the Institutional Trustee shall not operate to dissolve, terminate or
annul the Trust or terminate this Declaration.


 


Section 4.6.           Meetings of the Institutional
Trustee and the Administrators.  Meetings of the Administrators shall be held
from time to time upon the call of an Administrator.  Regular meetings of the Administrators may be held in person in
the United States or by telephone, at a place (if applicable) and time fixed by
resolution of the Administrators. 
Notice of any in-person meetings of the Institutional Trustee with the
Administrators or meetings of the Administrators shall be hand delivered or
otherwise delivered in writing (including by facsimile, with a hard copy by
overnight courier) not less than 48 hours before such meeting.  Notice of any telephonic meetings of the
Institutional Trustee with the Administrators or meetings of the Administrators
or any committee thereof shall be hand delivered or otherwise delivered in
writing (including by facsimile, with a hard copy by overnight courier) not
less than 24 hours before a meeting. 
Notices shall contain a brief statement of the time, place and
anticipated purposes of the meeting. 
The presence (whether in person or by telephone) of the Institutional
Trustee or an Administrator, as the case may be, at a meeting shall constitute
a waiver of notice of such meeting except where the Institutional Trustee or an
Administrator, as the case may be, attends a meeting for the express purpose of
objecting to the transaction of any activity on the grounds that the meeting
has not


 


21

















 


been lawfully called or
convened.  Unless provided otherwise in
this Declaration, any action of the Institutional Trustee or the
Administrators, as the case may be, may be taken at a meeting by vote of the
Institutional Trustees or a majority vote of the Administrators present
(whether in person or by telephone) and eligible to vote with respect to such
matter, provided that a Quorum is present, or without a meeting by the
unanimous written consent of the Institutional Trustee or the
Administrators.  Meetings of the
Institutional Trustee and the Administrators together shall be held from time
to time upon the call of the Institutional Trustee or an Administrator.


 


Section 4.7.           Delegation
of Power.


 


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


 


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


 


Section 4.8.           Conversion, Consolidation or
Succession to Business.  Any Person into which the Institutional
Trustee may be merged or converted or with which it may be consolidated, or any
Person resulting from any merger, conversion or consolidation to which the
Institutional Trustee shall be a party, or any Person succeeding to all or
substantially all the corporate trust business of the Institutional Trustee
shall be the successor of the Institutional Trustee hereunder, provided such
Person shall be otherwise qualified and eligible under this Article, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto.


 


ARTICLE V


 


DISTRIBUTIONS


 


Section 5.1.           Distributions. 
Holders shall receive Distributions in accordance with the applicable
terms of the relevant Holder’s Securities. Distributions shall be made on the
Capital Securities and the Common Securities in accordance with the preferences
set forth in their respective terms.  If
and to the extent that the Debenture Issuer makes a payment of Interest (or any
principal on the Debentures held by the Institutional Trustee) (the amount of
any such payment being a “Payment Amount”), the Institutional Trustee
shall and is directed, to the extent funds are available for that purpose, to
make a distribution (a “Distribution”) of the Payment Amount to Holders.


 


ARTICLE VI


 


ISSUANCE
OF SECURITIES


 


Section 6.1.           General Provisions Regarding
Securities.


 


(a)   The Administrators shall, on
behalf of the Trust, issue one series of capital securities substantially in
the form of Exhibit A-1 representing undivided beneficial interests in the
assets of the Trust having such terms as are set forth in Annex I (the
“Capital Securities”) and one series of common securities representing
undivided beneficial interests in the assets of the Trust having such terms as
are set forth in Annex I (the “Common Securities”).  The Trust shall issue no securities or other
interests in the


 


22

















 


assets of the Trust other
than the Capital Securities and the Common Securities.  The Capital Securities rank pari passu
to, and payment thereon shall be made Pro Rata with, the Common Securities
except that, where an Event of Default has occurred and is continuing, the rights
of Holders of the Common Securities to payment in respect of Distributions and
payments upon liquidation, redemption and otherwise are subordinated to the
rights to payment of the Holders of the Capital Securities as set forth in
Annex I.


 


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


 


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


 


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


 


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


 


Section 6.2.           Paying Agent, Transfer Agent and
Registrar. 
The Trust shall maintain in Hartford, Connecticut, an office or agency
where the Capital Securities may be presented for payment (“Paying Agent”),
and an office or agency where Securities may be presented for registration of
transfer (the “Transfer Agent”). 
The Trust shall keep or cause to be kept at such office or agency a
register for the purpose of registering Securities, transfers and exchanges of
Securities, such register to be held by a registrar (the “Registrar”).  The Administrators may appoint the Paying
Agent, the Registrar, the Transfer Agent and may appoint one or more additional
Paying Agents or one or more co-Registrars, or one or more co-Transfer Agents
in such other locations as it shall determine. 
The term “Paying Agent” includes any additional paying agent, the
term “Registrar” includes any additional registrar or co-Registrar and
the term “Transfer Agent” includes any additional transfer agent.  The Administrators may change any Paying
Agent without prior notice to any Holder. 
The Administrators shall notify the Institutional Trustee of the name
and address of any Paying Agent, Transfer Agent and Registrar not a party to
this Declaration.  The Administrators
hereby appoint the Institutional Trustee to act as Paying Agent, Transfer Agent
and Registrar for the Capital Securities and the Common Securities.  The Institutional Trustee or any of its
Affiliates in the United States may act as Paying Agent, Transfer Agent or
Registrar.


 


Section 6.3.           Form and
Dating.  The Capital Securities and the Institutional
Trustee’s certificate of authentication thereon shall be substantially in the
form of Exhibit A-1, and the Common Securities shall be substantially in
the form of Exhibit A-2, each of which is hereby incorporated in and


 


23

















 


expressly made a part of
this Declaration.  Certificates may be
typed, printed, lithographed or engraved or may be produced in any other manner
as is reasonably acceptable to the Administrators, as conclusively evidenced by
their execution thereof.  The Securities
may have letters, numbers, notations or other marks of identification or
designation and such legends or endorsements required by law, stock exchange
rule, agreements to which the Trust is subject if any, or usage (provided that any
such notation, legend or endorsement is in a form acceptable to the
Sponsor).  The Trust at the direction of
the Sponsor shall furnish any such legend not contained in Exhibit A-1 to
the Institutional Trustee in writing. 
Each Capital Security shall be dated on or before the date of its
authentication.  The terms and
provisions of the Securities set forth in Annex I and the forms of Securities
set forth in Exhibits A-1 and A-2 are part of the terms of this Declaration
and to the extent applicable, the Institutional Trustee, the Administrators and
the Sponsor, by their execution and delivery of this Declaration, expressly
agree to such terms and provisions and to be bound thereby.  Capital Securities will be issued only in
blocks having a stated liquidation amount of not less than $500,000 and any
multiple of $1,000 in excess thereof.


 


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


 


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


 


If:


 


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


 


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


 


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


 


Section 6.5.           Temporary
Securities.  Until definitive Securities are ready for
delivery, the Administrators may prepare and, in the case of the Capital
Securities, the Institutional Trustee shall authenticate, temporary
Securities.  Temporary Securities shall
be substantially in the form of definitive Securities but may have variations
that the Administrators consider appropriate for temporary Securities.  Without unreasonable delay, the
Administrators shall prepare and, in the case of the Capital Securities, the
Institutional Trustee shall authenticate, definitive Securities in exchange for
temporary Securities.


 


Section 6.6.           Cancellation. 
The Administrators at any time may deliver Securities to the
Institutional Trustee for cancellation. 
The Registrar shall forward to the Institutional Trustee any Securities
surrendered to it for registration of transfer, redemption or payment.  The Institutional Trustee shall promptly cancel
all Securities surrendered for registration of transfer, payment replacement or
cancellation and shall dispose of such canceled Securities as the
Administrators direct.  The
Administrators may not issue new Securities to replace Securities that have been
paid or that have been delivered to the Institutional Trustee for cancellation.


 


24

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


25

















 


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


 


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


 


ARTICLE VII


 


DISSOLUTION
AND TERMINATION OF TRUST


 


Section 7.1.           Dissolution and Termination of Trust.


 


(a)   The Trust shall dissolve on
the first to occur of:


 


(i)            unless
earlier dissolved, on February 22, 2036, the expiration of the term of the
Trust;


 


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


 


(iii)          (other
than in connection with a merger, consolidation or similar transaction not
prohibited by the Indenture, this Declaration or the Guarantee, as the case may
be) upon the filing of a certificate of dissolution or its equivalent with
respect to the Sponsor, upon the consent of Holders of a Majority in
liquidation amount of the Securities voting together as a single class to file
a certificate of cancellation with respect to the Trust or upon the revocation
of the charter of the Sponsor and the expiration of 90 days after the date
of revocation without a reinstatement thereof;


 


(iv)          upon
the distribution of the Debentures to the Holders of the Securities;


 


(v)           upon
exercise of the right of the Holder of all of the outstanding Common Securities
to dissolve the Trust as provided in Annex I hereto;


 


26

















 


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


 


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


 


(viii)        before
the issuance of any Securities, with the consent of the Institutional Trustee
and the Sponsor.


 


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


 


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


 


ARTICLE VIII


 


TRANSFER
OF INTERESTS


 


Section 8.1.           General.


 


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


 


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


 


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


 


(d)   The Registrar shall provide
for the registration of Securities and of transfers of Securities, which will
be effected without charge but only upon payment (with such indemnity as the
Registrar may require) in respect of any tax or other governmental charges that
may be imposed in relation to it.  Upon
surrender for registration of transfer of any Securities, the Registrar shall
cause one or more new Securities of the same tenor to be issued in the name of
the designated transferee or transferees. 
Every Security surrendered for registration of transfer shall be
accompanied by a written instrument of transfer in form satisfactory to the
Registrar duly executed by the Holder or such Holder’s attorney duly


 


27

















 


authorized in
writing.  Each Security surrendered for
registration of transfer shall be canceled by the Institutional Trustee
pursuant to Section 6.6.  A
transferee of a Security shall be entitled to the rights and subject to the
obligations of a Holder hereunder upon the receipt by such transferee of a
Security.  By acceptance of a Security,
each transferee shall be deemed to have agreed to be bound by this Declaration.


 


(e)   The Trust shall not be
required (i) to issue, register the transfer of, or exchange any
Securities during a period beginning at the opening of business 15 days
before the day of any selection of Securities for redemption and ending at the
close of business on the earliest date on which the relevant notice of
redemption is deemed to have been given to all Holders of the Securities to be
redeemed, or (ii) to register the transfer or exchange of any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.


 


Section 8.2.           Transfer Procedures and Restrictions.


 


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


 


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


 


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


 


28

















 


VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT
TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE SPONSOR’S AND THE TRUST’S RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN
ACCORDANCE WITH THE DECLARATION OF TRUST, A COPY OF WHICH MAY BE OBTAINED
FROM THE SPONSOR OR THE TRUST.  THE
HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.


 


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


 


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


 


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


 


Section 8.3.           Deemed
Security Holders.


 


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


 


ARTICLE IX


 


LIMITATION
OF LIABILITY OF

HOLDERS OF SECURITIES, INSTITUTIONAL TRUSTEE OR OTHERS


 


Section 9.1.           Liability.


 


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


 


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


 


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


 


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


 


29

















 


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


 


Section 9.2.           Exculpation.


 


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


 


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


 


Section 9.3.           Fiduciary
Duty.


 


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


 


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


 


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


 


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


 


Section 9.4.           Indemnification.


 


(a)   The Sponsor shall indemnify,
to the full extent permitted by law, any Indemnified Person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Trust) arising
out of or in connection with the acceptance or administration of this Declaration
by reason of the fact that he is or was an Indemnified Person against expenses
(including


 


30

















 


reasonable attorneys’
fees and expenses), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Trust, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.  The termination
of any action, suit or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the Indemnified Person did not act in good faith and
in a manner which he reasonably believed to be in or not opposed to the best
interests of the Trust, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that his conduct was unlawful.


 


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


 


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


 


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


 


(e)   To the fullest extent
permitted by law, expenses (including reasonable attorneys’ fees and expenses)
incurred by an Indemnified Person in defending a civil, criminal,
administrative or investigative action, suit or proceeding referred to in
paragraphs (a) and (b) of this Section 9.4 shall be paid by the
Sponsor in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such Indemnified Person to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the Sponsor as authorized in this Section 9.4.  Notwithstanding the foregoing, no advance
shall be made by the Sponsor if a determination is reasonably and promptly made
(i) by the Administrators by a majority vote of a Quorum of disinterested
Administrators, (ii) if such a Quorum is not obtainable, or, even if
obtainable, if a quorum of disinterested Administrators so directs, by
independent legal counsel in a written opinion or (iii) by the Common
Security Holder of the Trust, that, based upon the facts known to the
Administrators, counsel or the


 


31

















 


Common Security Holder at
the time such determination is made, such Indemnified Person acted in bad faith
or in a manner that such Person did not believe to be in or not opposed to the
best interests of the Trust, or, with respect to any criminal proceeding, that
such Indemnified Person believed or had reasonable cause to believe his conduct
was unlawful.  In no event shall any
advance be made in instances where the Administrators, independent legal
counsel or the Common Security Holder reasonably determine that such
Indemnified Person deliberately breached his duty to the Trust or its Common or
Capital Security Holders.


 


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


 


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


 


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


 


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


 


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


 


Section 9.5.           Outside
Businesses.  Any Covered Person, the Sponsor and the
Institutional Trustee may engage in or possess an interest in other business
ventures of any nature or description, independently or with others, similar or
dissimilar to the business of the Trust, and the Trust and the Holders of
Securities shall have no rights by virtue of this Declaration in and to such
independent ventures or the income or profits derived therefrom, and the
pursuit of any such venture, even if competitive with the business of the
Trust, shall not be deemed wrongful or improper.  None of any Covered Person, the Sponsor or the Institutional
Trustee shall be obligated to present any particular investment or other opportunity
to the Trust even if such opportunity is of a character that, if presented to


 


32

















 


the Trust, could be taken
by the Trust, and any Covered Person, the Sponsor and the Institutional Trustee
shall have the right to take for its own account (individually or as a partner
or fiduciary) or to recommend to others any such particular investment or other
opportunity.  Any Covered Person and the
Institutional Trustee may engage or be interested in any financial or other
transaction with the Sponsor or any Affiliate of the Sponsor, or may act as
depositary for, trustee or agent for, or act on any committee or body of
holders of, securities or other obligations of the Sponsor or its Affiliates.


 


Section 9.6.           Compensation;
Fee.


 


The Sponsor agrees:


 


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


 


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


 


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


 


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


 


ARTICLE X


 


ACCOUNTING


 


Section 10.1.        Fiscal Year. 
The fiscal year (“Fiscal Year”) of the Trust shall be the
calendar year, or such other year as is required by the Code.


 


Section 10.2.        Certain
Accounting Matters.


 


(a)   At all times during the
existence of the Trust, the Administrators shall keep, or cause to be kept at
the principal office of the Trust in the United States, as defined for purposes
of Treasury regulations section 301.7701-7, full books of account, records
and supporting documents, which shall reflect in reasonable detail each
transaction of the Trust.  The books of
account shall be maintained, at the Sponsor’s expense, in accordance with
generally accepted accounting principles, consistently applied.  The books of account and the records of the
Trust shall be examined by and reported upon as of the end of each Fiscal Year
of the Trust by a firm of independent certified public accountants selected by
the Administrators.


 


(b)   The Administrators, at the
Sponsor’s expense, shall cause to be prepared at the principal office of the
Trust in the United States, as defined for purposes of Treasury regulations
section 301.7701-7, and delivered to each of the Holders of Securities,
within 90 days after the end of each Fiscal Year of the Trust, annual
financial statements of the Trust, including a balance sheet of the Trust as of
the end of such Fiscal Year, and the related statements of income or loss which
shall be examined by and reported upon by a firm of independent certified
public accountants selected by the Administrators.


 


33

















 


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


 


(d)   The Administrators, at the
Sponsor’s expense, shall cause to be duly prepared at the principal office of
the Trust in the United States, as defined for purposes of Treasury regulations
section 301.7701-7, and filed an annual United States federal income tax
return on a Form 1041 or such other form required by United States federal
income tax law, and any other annual income tax returns required to be filed by
the Administrators on behalf of the Trust with any state or local taxing
authority.


 


Section 10.3.        Banking. 
The Trust shall maintain in the United States, as defined for purposes
of Treasury regulations section 301.7701-7, one or more bank accounts in
the name and for the sole benefit of the Trust; provided, however,
that all payments of funds in respect of the Debentures held by the Institutional
Trustee shall be made directly to the Property Account and no other funds of
the Trust shall be deposited in the Property Account.  The sole signatories for such accounts (including the Property
Account) shall be designated by the Institutional Trustee.


 


Section 10.4.        Withholding. 
The Institutional Trustee or any Paying Agent and the Administrators
shall comply with all withholding requirements under United States federal,
state and local law.  The Institutional
Trustee or any Paying Agent shall request, and each Holder shall provide to the
Institutional Trustee or any Paying Agent, such forms or certificates as are
necessary to establish an exemption from withholding with respect to the
Holder, and any representations and forms as shall reasonably be requested by
the Institutional Trustee or any Paying Agent to assist it in determining the
extent of, and in fulfilling, its withholding obligations.  The Administrators shall file required forms
with applicable jurisdictions and, unless an exemption from withholding is
properly established by a Holder, shall remit amounts withheld with respect to
the Holder to applicable jurisdictions. 
To the extent that the Institutional Trustee or any Paying Agent is
required to withhold and pay over any amounts to any authority with respect to
distributions or allocations to any Holder, the amount withheld shall be deemed
to be a Distribution in the amount of the withholding to the Holder.  In the event of any claimed overwithholding,
Holders shall be limited to an action against the applicable jurisdiction.  If the amount required to be withheld was
not withheld from actual Distributions made, the Institutional Trustee or any
Paying Agent may reduce subsequent Distributions by the amount of such
withholding.


 


ARTICLE XI


 


AMENDMENTS
AND MEETINGS


 


Section 11.1.        Amendments.


 


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


 


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


 


(i)            unless
the Institutional Trustee shall have first received


 


34

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(e)   Section 8.1 (b) and
8.1(c) and this Section 11.1 shall not be amended without the consent of
all of the Holders of the Securities.


 


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


 


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


 


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


 


(i)            cure
any ambiguity;


 


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


 


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


 


(iv)          modify,
eliminate or add to any provision of this Declaration to such extent as may be
necessary to ensure that the Trust will be classified for United States federal
income tax purposes at all times as a grantor trust and will not be required to
register as an “investment


 


35

















 


company” under the
Investment Company Act (including without limitation to conform to any change
in Rule 3a-5, Rule 3a-7 or any other applicable rule under the
Investment Company Act or written change in interpretation or application thereof
by any legislative body, court, government agency or regulatory authority)
which amendment does not have a material adverse effect on the rights,
preferences or privileges of the Holders of Securities;


 


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


 


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


 


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


 


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


 


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


 


(ii)           each
Holder of a Security may authorize any Person to act for it by proxy on all
matters in which a Holder of Securities is entitled to participate, including
waiving notice of any meeting, or voting or participating at a meeting. No
proxy shall be valid after the expiration of 11 months from the date
thereof unless otherwise provided in the proxy.  Every proxy shall be revocable at the pleasure of the Holder of
the Securities executing it.  Except as
otherwise provided herein, all matters relating to the giving, voting or
validity of proxies shall be governed by the General Corporation Law of the
State of Connecticut relating to proxies, and judicial interpretations
thereunder, as if the Trust were a Connecticut corporation and the Holders of
the


 


36

















 


Securities were
stockholders of a Connecticut corporation; each meeting of the Holders of the
Securities shall be conducted by the Administrators or by such other Person
that the Administrators may designate; and


 


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


 


ARTICLE XII


 


REPRESENTATIONS
OF INSTITUTIONAL TRUSTEE


 


Section 12.1.        Representations and Warranties
of Institutional Trustee.  The initial Institutional Trustee represents
and warrants to the Trust and to the Sponsor at the date of this Declaration,
and each Successor Institutional Trustee represents and warrants to the Trust
and the Sponsor at the time of the Successor Institutional Trustee’s acceptance
of its appointment as Institutional Trustee, that:


 


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


 


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


 


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


 


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


 


ARTICLE XIII


 


MISCELLANEOUS


 


Section 13.1.        Notices. 
All notices provided for in this Declaration shall be in writing, duly
signed by the party giving such notice, and shall be delivered, telecopied
(which telecopy shall be followed by notice delivered or mailed by first class
mail) or mailed by first class mail, as follows:


 


37

















 


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


 


County Statutory Trust I

c/o Capital Corp of the West

550 West Main Street


Merced, California 
95340

Attention: Roger Dale McKinney


Telecopy: (209) 725-4550


 


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


 


State Street Bank and Trust Company of Connecticut,
National Association


225 Asylum Street, Goodwin Square

Hartford, Connecticut 06103

Attention: Vice President, Corporate Trust Department


Telecopy: 860-244-1889


 


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


Telecopy: 
(617) 662-1462


 


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


 


Capital Corp of the West

550 West Main Street

Merced, California  95340

Attention: Roger Dale McKinney


Telecopy: (209) 725-4550


 


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


 


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


 


Section 13.2.        Governing Law. 
This Declaration and the rights of the parties hereunder shall be
governed by and interpreted in accordance with the law of the State of
Connecticut and all rights and remedies shall be governed by such laws without
regard to the principles of conflict of laws of the State of Connecticut or any
other jurisdiction that would call for the application of the law of any
jurisdiction other than the State of Connecticut; provided, however,
that there shall not be applicable to the Trust, the


 


38

















 


Trustees or this
Declaration any provision of the laws (statutory or common) of the State of
Connecticut pertaining to trusts that relate to or regulate, in a manner
inconsistent with the terms hereof (a) the filing with any court or
governmental body or agency of trustee accounts or schedules of trustee fees
and charges, (b) affirmative requirements to post bonds for trustees,
officers, agents or employees of a trust, (c) the necessity for obtaining
court or other governmental approval concerning the acquisition, holding or
disposition of real or personal property, (d) fees or other sums payable
to trustees, officers, agents or employees of a trust, (e) the allocation
of receipts and expenditures to income or principal, or (f) restrictions
or limitations on the permissible nature, amount or concentration of trust
investments or requirements relating to the titling, storage or other manner of
holding or investing trust assets.


 


Section 13.3.        Intention
of the Parties.  It is the intention of the parties hereto
that the Trust be classified for United States federal income tax purposes as a
grantor trust. The provisions of this Declaration shall be interpreted to
further this intention of the parties.


 


Section 13.4.        Headings. 
Headings contained in this Declaration are inserted for convenience of
reference only and do not affect the interpretation of this Declaration or any
provision hereof.


 


Section 13.5.        Successors
and Assigns.  Whenever in this Declaration any of the
parties hereto is named or referred to, the successors and assigns of such
party shall be deemed to be included, and all covenants and agreements in this
Declaration by the Sponsor and the Institutional Trustee shall bind and inure
to the benefit of their respective successors and assigns, whether or not so
expressed.


 


Section 13.6.        Partial
Enforceability.  If any provision of this Declaration, or the
application of such provision to any Person or circumstance, shall be held
invalid, the remainder of this Declaration, or the application of such
provision to persons or circumstances other than those to which it is held
invalid, shall not be affected thereby.


 


Section 13.7.        Counterparts. 
This Declaration may contain more than one counterpart of the signature
page and this Declaration may be executed by the affixing of the signature of
each of the Institutional Trustee and Administrators to any of such counterpart
signature pages.  All of such
counterpart signature pages shall be read as though one, and they shall have
the same force and effect as though all of the signers had signed a single
signature page.


 


Signatures appear on the following page


 


39

















 


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


 


	
   

  	
  STATE STREET
  BANK AND TRUST COMPANY OF

  CONNECTICUT, NATIONAL ASSOCIATION,

  
	
   

  	
  as Institutional
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By.

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CAPITAL CORP OF
  THE WEST, as Sponsor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COUNTY STATUTORY
  TRUST I

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Administrator

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Administrator

  
					



 


40

















 


ANNEX I


 


TERMS OF
SECURITIES


 


Pursuant to Section 6.1 of the Amended and
Restated Declaration of Trust, dated as of February 22, 2001 (as amended
from time to time, the “Declaration”), the designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Capital
Securities and the Common Securities are set out below (each capitalized term
used but not defined herein has the meaning set forth in the Declaration):


 


1.             Designation
and Number.


 


(a)           6,000 Capital Securities of County
Statutory Trust I (the “Trust”), with an aggregate stated liquidation amount
with respect to the assets of the Trust of Six Million Dollars ($6,000,000) and
a stated liquidation amount with respect to the assets of the Trust of $1,000
per Capital Security, are hereby designated for the purposes of identification
only as the “Capital Securities”. 
The Capital Security Certificates evidencing the Capital Securities
shall be substantially in the form of Exhibit A-1 to the Declaration, with
such changes and additions thereto or deletions therefrom as may be required by
ordinary usage, custom or practice.


 


(b)           186 Common Securities of the Trust
(the “Common Securities”) will be evidenced by Common Security
Certificates substantially in the form of Exhibit A-2 to the Declaration,
with such changes and additions thereto or deletions therefrom as may be
required by ordinary usage, custom or practice.


 


2.             Distributions.


 


(a)           Distributions payable on each
Security will be payable at an annual rate equal to 10.20% (the “Coupon Rate”)
of the stated liquidation amount of $1,000 per Security, such rate being the
rate of interest payable on the Debentures to be held by the Institutional
Trustee.  Distributions in arrears for
more than one semi-annual period will bear interest thereon compounded
semi-annually at the Coupon Rate (to the extent permitted by law).  A Distribution is payable only to the extent
that payments are made in respect of the Debentures held by the Institutional
Trustee and to the extent the Institutional Trustee has funds available
therefor.  The amount of Distributions
payable for any period will be computed for any full semi-annual period on the
basis of a 360-day year of twelve 30-day months.


 


(b)           Distributions on the Securities will
be cumulative, will accrue from the date of original issuance, and will be
payable, subject to extension of distribution payment periods as described
herein, semi-annually in arrears on February 22 and August 22 of each
year, commencing on August 22, 2001 (each a “Distribution Payment Date”)
when, as and if available for payment. 
The Debenture Issuer has the right under the Indenture to defer payments
of interest on the Debentures, so long as no Indenture Event of Default has
occurred and is continuing, by deferring the payment of interest on the
Debentures for up to 10 consecutive semi-annual periods (each an “Extension
Period”) at any time and from time to time, subject to the conditions
described below, although such interest would continue to accrue on the
Debentures at the Coupon Rate compounded semi-annually (to the extent permitted
by law) during any Extension Period.  No
Extension Period may end on a date other than a Distribution Payment Date.  At the end of any such Extension Period the
Debenture Issuer shall pay all interest then accrued and unpaid on the
Debentures (together with Additional Interest thereon); provided, however,
that no Extension Period may extend beyond the Maturity Date and provided
further, however, during any such Extension Period, the Debenture
Issuer and its Affiliates shall not (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire, or make a liquidation payment
with respect to, any of the Debenture Issuer’s or its Affiliates’ capital stock
(other than payments of dividends or distributions to the Debenture


 


I-1

















 


Issuer) or make any guarantee payments with respect to
the foregoing, or (ii) make any payment of principal of or interest or
premium, if any, on or repay, repurchase or redeem any debt securities of the
Debenture Issuer or any Affiliate that rank pari passu in all respects with or
junior in interest to the Debentures (other than, with respect to
clauses (i) and (ii) above, (a) repurchases, redemptions or other
acquisitions of shares of capital stock of the Debenture Issuer in connection
with any employment contract, benefit plan or other similar arrangement with or
for the benefit of one or more employees, officers, directors or consultants,
in connection with a dividend reinvestment or stockholder stock purchase plan
or in connection with the issuance of capital stock of the Debenture Issuer (or
securities convertible into or exercisable for such capital stock) as
consideration in an acquisition transaction entered into prior to the
applicable Extension Period, (b) as a result of any exchange or conversion
of any class or series of the Debenture Issuer’s capital stock (or any capital
stock of a subsidiary of the Debenture Issuer) for any class or series of the
Debenture Issuer’s capital stock or of any class or series of the Debenture
Issuer’s indebtedness for any class or series of the Debenture Issuer’s capital
stock, (c) the purchase of fractional interests in shares of the Debenture
Issuer’s capital stock pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged, (d) any
declaration of a dividend in connection with any 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 Debenture Issuer
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 Debenture Issuer may commence a new Extension Period, subject to
the foregoing requirements.  No interest
or Additional Interest shall be due and payable during an Extension Period,
except at the end thereof, but each installment of interest that would
otherwise have been due and payable during such Extension Period shall bear
Additional Interest.  If Distributions
are deferred, the Distributions due shall be paid on the date that the related
Extension Period terminates, to Holders of the Securities as they appear on the
books and records of the Trust on the record date immediately preceding such
date.  Distributions on the Securities
must be paid on the dates payable (after giving effect to any Extension Period)
to the extent that the Trust has funds available for the payment of such
distributions in the Property Account of the Trust.  The Trust’s funds available for Distribution to the Holders of
the Securities will be limited to payments received from the Debenture
Issuer.  The payment of Distributions
out of moneys held by the Trust is guaranteed by the Guarantor pursuant to the
Guarantee.


 


(c)           Distributions on the Securities will
be payable to the Holders thereof as they appear on the books and records of
the Trust on the relevant record dates. 
The relevant record dates shall be 15 days before the relevant
Distribution Payment Date. 
Distributions payable on any Securities that are not punctually paid on
any Distribution Payment Date, as a result of the Debenture Issuer having failed
to make a payment under the Debentures, as the case may be, when due (taking
into account any Extension Period), will cease to be payable to the Person in
whose name such Securities are registered on the relevant record date, and such
defaulted Distribution will instead be payable to the Person in whose name such
Securities are registered on the special record date or other specified date
determined in accordance with the Indenture. 
If any date on which Distributions are payable on the Securities is not a
Business Day, then payment of the Distribution 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 payment date.


 


I-2

















 


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


 


3.             Liquidation
Distribution Upon Dissolution.  In
the event of the voluntary or involuntary liquidation, dissolution, winding-up
or termination of the Trust (each a “Liquidation”) other than in
connection with a redemption of the Debentures, the Holders of the Securities
will be entitled to receive out of the assets of the Trust available for
distribution to Holders of the Securities, after satisfaction of liabilities to
creditors of the Trust (to the extent not satisfied by the Debenture Issuer),
distributions equal to the lesser of (i) the aggregate of the stated liquidation
amount of $ 1,000 per Security plus accrued and unpaid Distributions thereon to
the date of payment, to the extent the Trust shall have funds available
therefor, and (ii) the amount of assets of the Trust remaining available
for distribution to Holders in liquidation of the Trust (such amount being, in
either case, the “Liquidation Distribution”), unless in connection with
such Liquidation, the Debentures in aggregate stated principal amount equal to
the aggregate stated liquidation amount of such Securities, with an interest
rate equal to the Coupon Rate of, and bearing accrued and unpaid interest in an
amount equal to the accrued and unpaid Distributions on, and having the same
record date as, such Securities, after paying or making reasonable provision to
pay all claims and obligations of the Trust in accordance with the Statutory
Trust Act, shall be distributed on a Pro Rata basis to the Holders of the
Securities in exchange for such Securities.


 


The Sponsor, as the Holder of all of the Common Securities,
has the right at any time to dissolve the Trust (including, without limitation,
upon the occurrence of a Special Event), subject to the receipt by the
Debenture Issuer of prior approval from the Board of Governors of the Federal
Reserve System (the “Federal Reserve”), if then required under
applicable capital guidelines or policies of the Federal Reserve and, after
satisfaction of liabilities to creditors of the Trust, cause the Debentures to
be distributed to the Holders of the Securities on a Pro Rata basis in
accordance with the aggregate stated liquidation amount thereof.


 


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


 


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


 


After the date for any distribution of the Debentures
upon dissolution of the Trust (i) the Securities of the Trust will be
deemed to be no longer outstanding, (ii) the Holders of the Capital
Securities will receive certificates representing the Debentures to be delivered
upon such distribution, and (iii) any certificates representing the
Capital Securities still outstanding will be deemed to represent undivided
beneficial interests in such of the Debentures as have an aggregate principal
amount equal to


 


I-3

















 


the aggregate stated liquidation amount with an
interest rate identical to the distribution rate of, and bearing accrued and
unpaid interest equal to accrued and unpaid distributions on, the Securities
until such certificates are presented to the Debenture Issuer or its agent for
transfer or reissuance.


 


4.             Redemption and Distribution.


 


(a)           The Debentures will mature on
February 22, 2031. The Debentures may be redeemed by the Debenture Issuer,
in whole or in part at any time and from time to time on or after
February 22, 2011, at the Redemption Price. In addition, the Debentures
may be redeemed by the Debenture Issuer at the Special Redemption Price, in
whole but not in part, at any time, upon the occurrence and continuation of a Special
Event within 90 days following the occurrence of such Special Event at the
Special Redemption Price, upon not less than 30 nor more than
60 days’ notice to holders of such Debentures so long as such Special
Event is continuing. In each case, the right of the Debenture Issuer to redeem
the Debentures is subject to the Debenture Issuer having received prior
approval from the Federal Reserve, if then required under applicable capital
guidelines or policies of the Federal Reserve. 
The Sponsor shall appoint a Quotation Agent, which initially shall be
State Street Bank and Trust Company, for the purpose of performing the services
contemplated in, or by reference in, the definition of Special Redemption
Price.  Any error in the calculation of
the Special Redemption Price by the Quotation Agent or the Debenture Trustee
may be corrected at any time by notice delivered to the Sponsor and the holders
of the Capital Securities.  Subject to
the corrective rights set forth above, all certificates, communications, opinions,
determinations, calculations, quotations and decisions given, expressed, made
or obtained for the purposes of the provisions relating to the payment and
calculation of the Special Redemption Price on the Debentures or the Capital
Securities by the Debenture Trustee, the Quotation Agent or the Institutional
Trustee, as the case may be, shall (in the absence of willful default, bad
faith or manifest error) be final, conclusive and binding on the holders of the
Debentures and the Capital Securities, the Trust and the Sponsor, and no
liability shall attach (except as provided above) to the Debenture Trustee, the
Quotation Agent or the Institutional Trustee in connection with the exercise or
non-exercise by any of them of their respective powers, duties and discretion.


 


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


 


“Investment Company Event” means the receipt by
the Debenture Issuer and the Trust of an opinion of counsel experienced in such
matters to the effect that, as a result of 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


 


I-4

















 


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.


 


“Capital Treatment Event” means the receipt by
the Debenture Issuer and the Trust of an opinion of counsel 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
Sponsor 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 Sponsor; provided, however,
that the inability of the Sponsor to treat all or any portion of the
liquidation amount of the Debentures as Tier l Capital shall not
constitute the basis for a Capital Treatment Event, if such inability results
from the Sponsor having cumulative preferred stock, minority interests in
consolidated subsidiaries, or any other class of security or interest which the
Federal Reserve may now or 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 Liquidation of the Trust shall not in and of itself
constitute a Capital Treatment Event unless such Liquidation shall have
occurred in connection with a Tax Event or an Investment Company Event.


 


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


 


“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 on

  	
   

  	
  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.


 


I-5

















 


“Special Redemption Date” means a Redemption
Date on which a Special Event redemption occurs.


 


“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 above
Redemption Price table 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 price for
the Debentures set forth in the above Redemption Price table for such Special
Redemption Date.


 


“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 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 3 months before to 3
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 5 Reference Treasury Dealer Quotations for such Special Redemption
Date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (b) if the Quotation Agent obtains fewer than 5 such
Reference Treasury Dealer Quotations, the average of all such Quotations.


 


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


 


“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 Sponsor
shall substitute therefor another Primary Treasury Dealer.


 


“Redemption Date” shall mean the date fixed for
the redemption of Capital Securities, which shall be February 22 or
August 22 commencing February 22, 2011.


 


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


 


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


 


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


 


I-6

















 


“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 3 months before or after the Remaining
Life, yields for the 2 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.


 


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


 


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


 


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


 


(e)           Redemption or Distribution
Procedures.


 


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


 


(ii)           If
the Securities are to be redeemed and the Trust gives a Redemption/
Distribution Notice, which notice may only be issued if the Debentures are
redeemed as set out in this paragraph 4 (which notice will be
irrevocable), then, provided that the Institutional Trustee has a
sufficient amount of cash in connection with the related redemption or maturity
of the Debentures, the Institutional Trustee will pay the relevant Redemption
Price or Special


 


I-7

















 


Redemption Price, as applicable, to the Holders of
such Securities by check mailed to the address of each such Holder appearing on
the books and records of the Trust on the redemption date.  If a Redemption/Distribution Notice shall
have been given and funds deposited as required then immediately prior to the
close of business on the date of such deposit Distributions will cease to
accrue on the Securities so called for redemption and all rights of Holders of
such Securities so called for redemption will cease, except the right of the
Holders of such Securities to receive the applicable Redemption Price or
Special Redemption Price specified in paragraph 4(a), but without interest
on such Redemption Price or Special Redemption Price.  If any date fixed for redemption of Securities is not a Business
Day, then payment of any such Redemption Price or Special Redemption Price
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 falls in the next calendar year, such payment
will be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on such date fixed for redemption.  If payment of the Redemption Price or
Special Redemption Price in respect of any Securities is improperly withheld or
refused and not paid either by the Trust or by the Debenture Issuer as guarantor
pursuant to the Guarantee, Distributions on such Securities will continue to
accrue at the Coupon Rate from the original redemption date to the actual date
of payment, in which case the actual payment date will be considered the date
fixed for redemption for purposes of calculating the Redemption Price or
Special Redemption Price.  In the event
of any redemption of the Capital Securities issued by the Trust in part, the
Trust shall not be required to (i) issue, register the transfer of or
exchange any Security during a period beginning at the opening of business 15
days before any selection for redemption of the Capital Securities and ending
at the close of business on the earliest date on which the relevant notice of
redemption is deemed to have been given to all Holders of the Capital
Securities to be so redeemed or (ii) register the transfer of or exchange
any Capital Securities so selected for redemption, in whole or in part except
for the unredeemed portion of any Capital Securities being redeemed in part.


 


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


 


5.             Voting
Rights - Capital Securities.


 


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


 


(b)           Subject to the requirements of
obtaining a tax opinion by the Institutional Trustee in certain circumstances
set forth in the last sentence of this paragraph, the Holders of a Majority in
liquidation amount of the Capital Securities, voting separately as a class,
have the right to direct the time, method, and place of conducting any
proceeding for any remedy available to the Institutional Trustee, or exercising
any trust or power conferred upon the Institutional Trustee under the
Declaration, including the right to direct the Institutional Trustee, as holder
of the Debentures, to (i) exercise the remedies available under the Indenture
as the holder of the Debentures, (ii) waive any past default that is
waivable under the Indenture, (iii) exercise any right to rescind or annul
a declaration that the principal of all the Debentures shall be due and payable
or (iv) consent on behalf of all the Holders of the Capital Securities to
any amendment, modification or termination of the Indenture or the Debentures
where such consent shall be required; provided, however, that,
where a consent or action under the Indenture would require the consent or act
of the holders of greater than a simple majority in aggregate principal amount
of Debentures (a “Super Majority”) affected thereby, the Institutional
Trustee may only give such consent or


 


I-8

















 


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


 


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


 


A waiver of an Indenture Event of Default will
constitute a waiver of the corresponding Event of Default hereunder. Any
required approval or direction of Holders of the Capital Securities may be
given at a separate meeting of Holders of the Capital Securities convened for
such purpose, at a meeting of all of the Holders of the Securities in the Trust
or pursuant to written consent. The Institutional Trustee will cause a notice
of any meeting at which Holders of the Capital Securities are entitled to vote,
or of any matter upon which action by written consent of such Holders is to be
taken, to be mailed to each Holder of record of the Capital Securities. Each
such notice will include a statement setting forth the following information
(i) the date of such meeting or the date by which such action is to be
taken, (ii) a description of any resolution proposed for adoption at such
meeting on which such Holders are entitled to vote or of such matter upon which
written consent is sought and (iii) instructions for the delivery of
proxies or consents. No vote or consent of the Holders of the Capital
Securities will be required for the Trust to redeem and cancel Capital
Securities or to distribute the Debentures in accordance with the Declaration
and the terms of the Securities.


 


I-9

















 


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


 


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


 


6.             Voting Rights - Common Securities.


 


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


 


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


 


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


 


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


 


I-10

















 


such meeting on which such Holders are entitled to
vote or of such matter upon which written consent is sought and
(iii) instructions for the delivery of proxies or consents.


 


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


 


7.             Amendments to Declaration and Indenture.


 


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


 


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


 


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


 


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


 


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


 


I-11

















 


Capital Securities
outstanding, and only after satisfaction of all amounts owed to the Holders of
the Capital Securities, to each Holder of the Common Securities Pro Rata
according to the aggregate liquidation amount of the Common Securities held by
the relevant Holder relative to the aggregate liquidation amount of all Common
Securities outstanding.


 


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


 


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


 


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


 


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


 


I-12

















 


EXHIBIT A-1


 


FORM OF CAPITAL SECURITY CERTIFICATE


 


[FORM OF FACE OF
SECURITY]


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES
LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. 
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT.  THE HOLDER OF THIS
SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER
THIS SECURITY ONLY (A) TO THE SPONSOR OR THE TRUST, (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 SPONSOR’S AND
THE TRUST’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM IN ACCORDANCE WITH THE DECLARATION OF TRUST, A
COPY OF WHICH MAY BE OBTAINED FROM THE SPONSOR OR THE TRUST.  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 DECLARATION TO CONFIRM THAT THE
TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 


	
  Certificate Number

  	
   

  	
  Number of Capital
  Securities

  



 


February 22, 2001


 


Certificate Evidencing
Capital Securities of


 


of


 


County Statutory Trust I


 


(liquidation amount $
1,000 per Capital Security)


 


County Statutory Trust I, a statutory trust created
under the laws of the State of Connecticut (the “Trust”), hereby certifies that
Preferred Term Securities II, Ltd. (the “Holder”) is the registered owner of
securities of the Trust representing undivided beneficial interests in the
assets of the Trust, (liquidation


 


A-1-1

















 


amount $1,000 per capital security) (the “Capital
Securities”). Subject to the Declaration (as defined below), the Capital
Securities are transferable on the books and records of the Trust in person or
by a duly authorized attorney, upon surrender of this Certificate duly endorsed
and in proper form for transfer. The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Capital
Securities represented hereby are issued pursuant to, and shall in all respects
be subject to, the provisions of the Amended and Restated Declaration of Trust
of the Trust dated as of February 22, 2001, among Roger Dale McKinney and
Janey Cabral as Administrators, State Street Bank and Trust Company of
Connecticut, National Association, as Institutional Trustee, Capital Corp of
the West, as Sponsor, and the holders from time to time of undivided beneficial
interests in the assets of the Trust, including the designation of the terms of
the Capital Securities as set forth in Annex I to the Declaration of Trust
dated February 22, 2001 as the same may be amended from time to time (the
“Declaration”).  Capitalized terms used
herein but not defined shall have the meaning given them in the Declaration.
The Holder is entitled to the benefits of the Guarantee to the extent provided
therein. The Sponsor will provide a copy of the Declaration, the Guarantee, and
the Indenture to the Holder without charge upon written request to the Trust at
its principal place of business.


 


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


 


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


 


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


 


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


 


	
   

  	
  COUNTY STATUTORY
  TRUST I

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:  Administrator

  



 


 


CERTIFICATE OF
AUTHENTICATION


 


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


 


	
   

  	
  STATE STREET
  BANK AND TRUST COMPANY OF

  CONNECTICUT, NATIONAL ASSOCIATION,

  
	
   

  	
  as the
  Institutional Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Officer

  	
   

  



 


A-1-2

















 


[FORM OF REVERSE OF
SECURITY]


 


Distributions payable on each Capital Security will be
payable at an annual rate of 10.20% (the “Coupon Rate”) of the stated
liquidation amount of $1,000 per Capital Security, such rate being the rate of interest
payable on the Debentures to be held by the Institutional Trustee.
Distributions in arrears for more than a semi-annual period will bear interest
thereon compounded semi-annually at the Coupon Rate (to the extent permitted by
applicable law). The term “Distributions” as used herein includes interest
payments (including Additional Interest and principal on the Debentures held by
the Institutional Trustee) and any such compounded interest payable on the
Debentures unless otherwise stated.  A
Distribution is payable only to the extent that payments are made in respect of
the Debentures held by the Institutional Trustee and to the extent the
Institutional Trustee has funds available therefor. The amount of Distributions
payable for any period will be computed for any full semi-annual Distribution
period on the basis of a 360-day year of twelve 30-day months.


 


Except as otherwise described below, Distributions on
the Capital Securities will be cumulative, will accrue from the date of
original issuance and will be payable semi-annually in arrears on
February 22 and August 22 of each year, commencing on August 22,
2001.  The Debenture Issuer has the
right under the Indenture to defer payments of interest on the Debentures by
extending the interest payment period for up to 10 consecutive semi-annual
periods (each an “Extension Period”) on the Debentures, subject to the
conditions described below, although such interest would continue to accrue on
the Debentures at an annual rate equal to the Coupon Rate compounded
semi-annually to the extent permitted by law during any Extension Period. No
Extension Period may end on a date other than an interest Payment Date. At the
end of any such Extension Period the Sponsor shall pay all interest then
accrued and unpaid on the Debentures (together with Additional Interest
thereon); provided, however, that no Extension Period may extend
beyond the Maturity Date.  Prior to the
termination of any Extension Period, the Sponsor 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 Sponsor 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.  If Distributions are deferred, the Distributions due shall be
paid on the date that the related Extension Period terminates, to Holders of
the Securities as they appear on the books and records of the Trust on the
record date immediately preceding such date. Distributions on the Securities
must be paid on the dates payable (after giving effect to any Extension Period)
to the extent that the Trust has funds available for the payment of such
distributions in the Property Account of the Trust. The Trust’s funds available
for Distribution to the Holders of the Securities will be limited to payments
received from the Debenture Issuer. The payment of Distributions out of moneys
held by the Trust is guaranteed by the Guarantor pursuant to the Guarantee.


 


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


 


A-1-3

















 


ASSIGNMENT


 


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


 


 


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


 


 


 


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


 


 


 


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


 


	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  	
   

  
					



 


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


 


Signature Guarantee:(1)


 












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


 


A-1-4

















 


EXHIBIT A-2


 


FORM OF COMMON SECURITY
CERTIFICATE


 


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


 


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


 


	
  Certificate Number

  	
   

  	
  Number of Common
  Securities

  



 


February 22, 2001


 


Certificate Evidencing
Common Securities


 


of


 


COUNTY STATUTORY TRUST I


 


County Statutory Trust I, a statutory trust created
under the laws of the State of Connecticut (the “Trust”), hereby certifies that
Capital Corp of the West (the “Holder”) is the registered owner of common
securities of the Trust representing undivided beneficial interests in the
assets of the Trust (the “Common Securities”). The designation, rights,
privileges, restrictions, preferences and other terms and provisions of the
Common Securities represented hereby are issued pursuant to, and shall in all
respects be subject to, the provisions of the Amended and Restated Declaration
of Trust of the Trust dated as of February 22, 2001, among Roger Dale
McKinney and Janey Cabral, as Administrators, State Street Bank and Trust
Company of Connecticut, National Association, as Institutional Trustee, Capital
Corp of the West as Sponsor and the holders from time to time of undivided
beneficial interest in the assets of the Trust including the designation of the
terms of the Common Securities as set forth in Annex I to the Declaration, as
the same may be amended from time to time (the “Declaration”). Capitalized
terms used herein but not defined shall have the meaning given them in the
Declaration. The Holder is entitled to the benefits of the Guarantee to the
extent provided therein.  The Sponsor
will provide a copy of the Declaration, the Guarantee and the Indenture to the
Holder without charge upon written request to the Sponsor at its principal
place of business.


 


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


 


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


 


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


 


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


 


A-2-1

















 


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


 


	
   

  	
  COUNTY STATUTORY
  TRUST I

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:  Administrator

  



 


A-2-2

















 


[FORM OF REVERSE OF
SECURITY]


 


Distributions payable on each Common Security will be
identical in amount to the Distributions payable on each Capital Security,
which is at an annual rate of 10.20% (the “Coupon Rate”) of the stated
liquidation amount of $1,000 per Capital Security, such rate being the rate of
interest payable on the Debentures to be held by the Institutional Trustee.
Distributions in arrears for more than one period will bear interest thereon
compounded at the Coupon Rate (to the extent permitted by applicable law). The
term “Distributions” as used herein includes interest payments (including
Additional Interest and principal on the Debentures held by the Institutional
Trustee) and any such compounded interest payable on the Debentures unless
otherwise stated. A Distribution is payable only to the extent that payments
are made in respect of the Debentures held by the Institutional Trustee and to
the extent the Institutional Trustee has funds available therefor. The amount
of Distributions payable for any period will be computed for any full
semi-annual Distribution period on 360-day year of twelve 30-day months.


 


Except as otherwise described below, Distributions on
the Common Securities will be cumulative, will accrue from the date of original
issuance and will be payable semi-annually in arrears on February 22 and
August 22 of each year, commencing on August 22, 2001. The Debenture
Issuer has the right under the Indenture to defer payments of interest on the
Debentures by extending the interest payment period for up to 10 consecutive
semi-annual periods (each an “Extension Period”) on the Debentures, subject to
the conditions described below, although such interest would continue to accrue
on the Debentures at an annual rate equal to the Coupon Rate compounded
semi-annually to the extent permitted by law during any Extension Period. No
Extension Period may end on a date other than an Interest Payment Date. At the
end of any such Extension Period the Sponsor shall pay all interest then
accrued and unpaid on the Debentures (together with Additional Interest
thereon); provided, however, that no Extension Period may extend
beyond the Maturity Date.  Prior to the
termination of any Extension Period, the Sponsor 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 Sponsor 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. If Distributions are
deferred, the Distributions due shall be paid on the date that the related
Extension Period terminates, to Holders of the Securities as they appear on the
books and records of the Trust on the record date immediately preceding such
date. Distributions on the Securities must be paid on the dates payable (after
giving effect to any Extension Period) to the extent that the Trust has funds
available for the payment of such distributions in the Property Account of the
Trust. The Trust’s funds available for Distribution to the Holders of the
Securities will be limited to payments received from the Debenture Issuer. The
payment of Distributions out of moneys held by the Trust is guaranteed by the
Guarantor pursuant to the Guarantee.


 


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


 


A-2-3

















 


ASSIGNMENT


 


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


 


 


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


 


 


 


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


 


 


 


	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  	
   

  
						



 


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


 


Signature Guarantee (2)


 












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


 


A-2-4

















 


EXHIBIT B


 


SPECIMEN OF INITIAL DEBENTURE


 


B-1

















 


EXHIBIT C


 


PLACEMENT AGREEMENT


 


C-1