FORM OF JUNIOR SUBORDINATED DEBENTURE INDENTURE



 





Exhibit 4.7




 














WEBSTER FINANCIAL CORPORATION,




			
	 
	 	Issuer







to




[NAME OF TRUSTEE],




			
	 
	 	Trustee













INDENTURE










Dated as of [ ] [ ], 2004




Junior Subordinated Debentures
















 









 




Reconciliation and tie between

Trust Indenture Act of 1939 (the “Trust Indenture Act”)

and Indenture


     Reconciliation
and tie between the Trust Indenture Act of 1939 (including
cross-references to provisions of Sections 310 to and including
317 which, pursuant to Section 318(c) of the Trust Indenture Act
of 1939, as amended by the Trust Reform Act of 1990, are a part of
and govern the Indenture whether or not physically contained therein)
and the Junior Subordinated Indenture, dated as of ____________, 20__.




	 	 	 	 	 	 	 
	Trust Indenture	 	 
	Act Section
	 	Indenture Section

	Section 310
	 	(a)(1), (2) and (5)	 	 	 	Not Applicable
	 
	 	(a)(3)	 	 	 	Not Applicable
	 
	 	(a)(4)	 	 	 	Not Applicable
	 
	 	(b)	 	 	 	608
	 
	 	 	 	 	 	610
	 
	 	(c)	 	 	 	Not Applicable
	Section 311
	 	(a)	 	 	 	613
	 
	 	(b)	 	 	 	613
	 
	 	(b)(2)	 	 	 	703
	 
	 	 	 	 	 	703
	Section 312
	 	(a)	 	 	 	701
	 
	 	 	 	 	 	702
	 
	 	(b)	 	 	 	702
	 
	 	(c)	 	 	 	702
	Section 313
	 	(a)	 	 	 	703
	 
	 	(b)	 	 	 	703
	 
	 	(c)	 	 	 	703
	 
	 	(d)	 	 	 	703
	Section 314
	 	(a)(1), (2) and (3)	 	 	 	704
	 
	 	(a)(4)	 	 	 	1009
	 
	 	(b)	 	 	 	Not Applicable
	 
	 	(c)(1)	 	 	 	102
	 
	 	(c)(2)	 	 	 	102
	 
	 	(c)(3)	 	 	 	Not Applicable
	 
	 	(d)	 	 	 	Not Applicable
	 
	 	(e)	 	 	 	102
	 
	 	(f)	 	 	 	Not Applicable
	Section 315
	 	(a)	 	 	 	601
	 
	 	(b)	 	 	 	602
	 
	 	 	 	 	 	703
	 
	 	(c)	 	 	 	601
	 
	 	(d)	 	 	 	601
	 
	 	(d)(1)	 	 	 	601
	 
	 	(d)(2)	 	 	 	601
	 
	 	(d)(3)	 	 	 	601
	 
	 	(e)	 	 	 	514
	Section 316
	 	(a)	 	 	 	101
	 
	 	(a)(1)(A)	 	 	 	512
	 
	 	(a)(1)(B)	 	 	 	513
	 
	 	(a)(2)	 	 	 	Not Applicable
	 
	 	(b)	 	 	 	508
	 
	 	(c)	 	 	 	104
	Section 317
	 	(a)(1)	 	 	 	503
	 
	 	(a)(2)	 	 	 	504
	 
	 	(b)	 	 	 	1003
	Section 318
	 	(a)	 	 	 	108















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






i









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page

	ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	 	 
	 
	Section 101.

	 	Definitions.
	 	 	1	 
	Section 102.

	 	Compliance Certificates and Opinions.
	 	 	13	 
	Section 103.

	 	Form of Documents Delivered to Trustee.
	 	 	14	 
	Section 104.

	 	Acts of Holders.
	 	 	14	 
	Section 105.

	 	Notices, etc. to Trustee and Company.
	 	 	16	 
	Section 106.

	 	Notice to Holders of Securities; Waiver.
	 	 	17	 
	Section 107.

	 	Language of Notices.
	 	 	17	 
	Section 108.

	 	Conflict with Trust Indenture Act.
	 	 	17	 
	Section 109.

	 	Effect of Headings and Table of Contents.
	 	 	17	 
	Section 110.

	 	Successors and Assigns.
	 	 	17	 
	Section 111.

	 	Separability Clause.
	 	 	18	 
	Section 112.

	 	Benefits of Indenture.
	 	 	18	 
	Section 113.

	 	Governing Law.
	 	 	18	 
	Section 114.

	 	Legal Holidays.
	 	 	18	 
	Section 115.

	 	Counterparts.
	 	 	18	 
	Section 116.

	 	Extension of Payment Dates.
	 	 	19	 
	Section 117.

	 	Immunity of Stockholders, Directors, Officers and Agents of the Company.
	 	 	19	 
	 
	ARTICLE TWO
SECURITIES FORMS
	 	 	 	 
	 
	Section 201.

	 	Forms Generally.
	 	 	19	 
	Section 202.

	 	Form of Face of Security.
	 	 	20	 
	Section 203.

	 	Form of Reverse of Security.
	 	 	23	 
	Section 204.

	 	Additional Provisions Required in Global Security.
	 	 	26	 
	Section 205.

	 	Form of Trustee’s Certificate of Authentication.
	 	 	26	 
	 
	ARTICLE THREE
THE SECURITIES
	 	 	 	 
	 
	Section 301.

	 	Title and Terms.
	 	 	26	 
	Section 302.

	 	Denominations.
	 	 	29	 
	Section 303.

	 	Execution, Authentication, Delivery and Dating.
	 	 	29	 
	Section 304.

	 	Temporary Securities.
	 	 	30	 
	Section 305.

	 	Registration, Transfer and Exchange.
	 	 	31	 
	Section 306.

	 	Mutilated, Destroyed, Lost and Stolen Securities.
	 	 	33	 







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	 	 	 	 	Page

	Section 307.

	 	Payment of Interest; Interest
Rights Preserved.
	 	 	34	 
	Section 308.

	 	Persons Deemed Owners.
	 	 	36	 
	Section 309.

	 	Cancellation.
	 	 	36	 
	Section 310.

	 	Computation of Interest.
	 	 	37	 
	Section 311.

	 	Option to Extend Interest Payment Date.
	 	 	37	 
	Section 312.

	 	Right of Set-Off.
	 	 	38	 
	Section 313.

	 	Agreed Tax Treatment.
	 	 	38	 
	Section 314.

	 	Shortening or Extension of Stated Maturity.
	 	 	38	 
	Section 315.

	 	CUSIP Numbers.
	 	 	38	 
	 
	ARTICLE FOUR

SATISFACTION AND DISCHARGE OF INDENTURE
	 	 	 	 
	 
	Section 401.

	 	Satisfaction and Discharge.
	 	 	39	 
	Section 402.

	 	Defeasance and Covenant Defeasance.
	 	 	41	 
	Section 403.

	 	Application of Trust Money.
	 	 	45	 
	Section 404.

	 	Reinstatement.
	 	 	45	 
	Section 405.

	 	Effect on Subordination Provisions.
	 	 	46	 
	 
	ARTICLE FIVE

REMEDIES
	 	 	 	 
	 
	Section 501.

	 	Events of Default.
	 	 	50	 
	Section 502.

	 	Acceleration of Maturity; Rescission and Annulment.
	 	 	47	 
	Section 503.

	 	Collection of Indebtedness and Suits for Enforcement by Trustee.
	 	 	49	 
	Section 504.

	 	Trustee May File Proofs of Claim.
	 	 	49	 
	Section 505.

	 	Trustee May Enforce Claims without Possession of Securities or Coupons.
	 	 	50	 
	Section 506.

	 	Application of Money Collected.
	 	 	50	 
	Section 507.

	 	Limitations on Suits.
	 	 	51	 
	Section 508.

	 	Unconditional Right of Holders to Receive Principal and any Premium, Interest and Additional Amounts; Direct Action by Holders of Capital Securities.
	 	 	52	 
	Section 509.

	 	Restoration of Rights and Remedies.
	 	 	52	 
	Section 510.

	 	Rights and Remedies Cumulative.
	 	 	53	 
	Section 511.

	 	Delay or Omission Not Waiver.
	 	 	53	 
	Section 512.

	 	Control by Holders of Securities.
	 	 	53	 
	Section 513.

	 	Waiver of Past Defaults.
	 	 	53	 
	Section 514.

	 	Waiver of Usury, Stay or Extension Laws.
	 	 	54	 
	Section 515.

	 	Undertaking for Costs.
	 	 	54	 
	 
	ARTICLE SIX

THE TRUSTEE
	 	 	 	 
	 
	Section 601.

	 	Certain Duties and Responsibilities of Trustee.
	 	 	55	 
	Section 602.

	 	Notice of Defaults.
	 	 	56	 
	Section 603.

	 	Certain Rights of the Trustee.
	 	 	56	 







ii









 






	 	 	 	 	 	 	 
	 	 	 	 	Page

	Section 604.

	 	Not Responsible for Recitals or Issuance of Securities.
	 	 	57	 
	Section 605.

	 	May Hold Securities.
	 	 	57	 
	Section 606.

	 	Money Held in Trust.
	 	 	57	 
	Section 607.

	 	Compensation and Reimbursement.
	 	 	57	 
	Section 608.

	 	Disqualification; Conflicting Interests.
	 	 	58	 
	Section 609.

	 	Corporate Trustee Required; Eligibility.
	 	 	58	 
	Section 610.

	 	Resignation and Removal; Appointment of Successor.
	 	 	59	 
	Section 611.

	 	Acceptance of Appointment by Successor.
	 	 	60	 
	Section 612.

	 	Merger, Conversion, Consolidation or Succession to Business.
	 	 	61	 
	Section 613.

	 	Preferential Collection of Claims Against Company.
	 	 	61	 
	Section 614.

	 	Appointment of Authenticating Agent.
	 	 	61	 
	 
	ARTICLE SEVEN

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	 	 
	 
	Section 701.

	 	Company to Furnish Trustee Names and Addresses of Holders.
	 	 	63	 
	Section 702.

	 	Preservation of Information, Communications to Holders.
	 	 	63	 
	Section 703.

	 	Reports by Trustee.
	 	 	64	 
	Section 704.

	 	Reports by Company.
	 	 	64	 
	 
	ARTICLE EIGHT

CONSOLIDATION, MERGER AND SALES
	 	 	 	 
	 
	Section 801.

	 	Company May Consolidate, Etc., Only on Certain Terms.
	 	 	64	 
	Section 802.

	 	Successor Person Substituted for Company.
	 	 	65	 
	 
	ARTICLE NINE

SUPPLEMENTAL INDENTURES
	 	 	 	 
	 
	Section 901.

	 	Supplemental Indentures without Consent of Holders.
	 	 	65	 
	Section 902.

	 	Supplemental Indentures with Consent of Holders.
	 	 	68	 
	Section 903.

	 	Execution of Supplemental Indentures.
	 	 	70	 
	Section 904.

	 	Effect of Supplemental Indentures.
	 	 	70	 
	Section 905.

	 	Reference in Securities to Supplemental Indentures.
	 	 	70	 
	Section 906.

	 	Effect on Senior Indebtedness.
	 	 	71	 
	Section 907.

	 	Conformity with Trust Indenture Act.
	 	 	71	 
	 
	ARTICLE TEN

COVENANTS
	 	 	 	 
	 
	Section 1001.

	 	Payment of Principal, Premium, Interest and Additional Amounts.
	 	 	71	 
	Section 1002.

	 	Maintenance of Office or Agency.
	 	 	71	 
	Section 1003.

	 	Money for Securities Payments to Be Held in Trust.
	 	 	72	 
	Section 1004.

	 	Additional Amounts.
	 	 	74	 
	Section 1005.

	 	Corporate Existence.
	 	 	75	 
	Section 1006.

	 	Maintenance of Properties.
	 	 	76	 
	Section 1007.

	 	Payment of Taxes and Other Claims.
	 	 	76	 







iii









 






	 	 	 	 	 	 	 
	 	 	 	 	Page

	Section 1008.

	 	Waiver of Certain Covenants.
	 	 	76	 
	Section 1009.

	 	Company Statement as to Compliance.
	 	 	76	 
	Section 1010.

	 	Additional Covenants.
	 	 	77	 
	 
	ARTICLE ELEVEN

REDEMPTION OF SECURITIES
	 	 	 	 
	 
	Section 1101.

	 	Applicability of This Article.
	 	 	78	 
	Section 1102.

	 	Election to Redeem; Notice to Trustee.
	 	 	78	 
	Section 1103.

	 	Selection of Securities to be Redeemed.
	 	 	78	 
	Section 1104.

	 	Notice of Redemption.
	 	 	79	 
	Section 1105.

	 	Deposit of Redemption Price.
	 	 	79	 
	Section 1106.

	 	Payment of Securities Called for Redemption.
	 	 	80	 
	Section 1107.

	 	Right of Redemption of Securities Initially Issued to a Webster Trust.
	 	 	80	 
	 
	ARTICLE TWELVE

SINKING FUNDS
	 	 	 	 
	 
	Section 1201.

	 	Applicability of Article.
	 	 	80	 
	Section 1202.

	 	Satisfaction of Sinking Fund Payments with Securities.
	 	 	81	 
	Section 1203.

	 	Redemption of Securities for Sinking Fund.
	 	 	81	 
	 
	ARTICLE THIRTEEN

SUBORDINATION OF SUBORDINATED SECURITIES
	 	 	 	 
	 
	Section 1301.

	 	Securities Subordinate to Senior and Subordinated Debt.
	 	 	83	 
	Section 1302.

	 	Payment Over of Proceeds Upon Dissolution, Etc.
	 	 	83	 







iv









 






	 	 	 	 	 	 	 
	 	 	 	 	Page

	Section 1303.

	 	Prior Payment to Senior and Subordinated Debt Upon Acceleration of Securities.	 	 	84	 
	Section 1304.

	 	No Payment When Senior and Subordinated Debt in Default.
	 	 	85	 
	Section 1305.

	 	Payment Permitted If No Default.
	 	 	85	 
	Section 1306.

	 	Subrogation to Rights of Holders of Senior and Subordinated Debt.
	 	 	86	 
	Section 1307.

	 	Provisions Solely to Define Relative Rights.
	 	 	86	 
	Section 1308.

	 	Trustee to Effectuate Subordination.
	 	 	87	 
	Section 1309.

	 	No Waiver of Subordination Provisions.
	 	 	87	 
	Section 1310.

	 	Notice to Trustee.
	 	 	87	 
	Section 1311.

	 	Reliance on Judicial Order or Certificate of Liquidating Agent.
	 	 	88	 
	Section 1312.

	 	Trustee Not Fiduciary for Holders of Senior and Subordinated Debt.
	 	 	88	 
	Section 1313.

	 	Rights of Trustee as Holder of Senior and Subordinated Debt; Preservation of Trustee’s Rights.
	 	 	88	 
	Section 1314.

	 	Article Applicable to Paying Agents.
	 	 	88	 
	Section 1315.

	 	Certain Conversions or Exchanges Deemed Payment.
	 	 	89	 







v









 






     INDENTURE, dated as of [           ] [      ], 2004 (the “Indenture”), between
Webster Financial Corporation, a corporation duly organized and existing under
the laws of the State of Delaware (hereinafter called the “Company”), having
its principal executive office located at Webster Plaza, Waterbury, Connecticut
06702, and [Name of Trustee], a banking association duly organized and
existing under the laws of [           ] (hereinafter called the “Trustee”).



RECITALS




     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured junior
subordinated debentures, notes or other evidences of indebtedness in
series(hereinafter called the “Securities”) of substantially the tenor
hereinafter provided, including, without limitation, Securities issued to
evidence loans made to the Company of the proceeds from the issuance from time
to time by one or more business trusts (each a “Webster Trust,” and
collectively, the Webster Trusts” of preferred trust interests in such trusts
(the “Capital Securities”) and common interests in such trusts (“Common
Securities,” and collectively with the Capital Securities, the “Trust
Securities”) and to provide the terms and conditions upon which the Securities
are to be authenticated, issued and delivered.



     The Company has duly authorized the execution and delivery of this
Indenture. All things necessary to make this Indenture a valid agreement of
the Company, in accordance with its terms, have been done.



     This Indenture is subject to the provisions of the Trust Indenture Act of
1939, as amended, and the rules and regulations of the Securities and Exchange
Commission promulgated thereunder that are required to be part of this
Indenture and, to the extent applicable, shall be governed by such provisions.



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



     For and in consideration of the premises and the purchase of the
Securities by the Holders (as herein defined) thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders
of the Securities or of any series thereof as follows:



ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




     Section 101. Definitions.



     Except as otherwise expressly provided in or pursuant to this Indenture or
unless the context otherwise requires, for all purposes of this Indenture:




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



1









 






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




     (3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP;




     (4) the words “herein”, “hereof”, “hereto” and “hereunder” and other
words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision;




     (5) the word “or” is always used inclusively (for example, the
phrase “A or B” means “A or B or both”, not “either A or B but not
both”);




     (6) provisions apply to successive events and transactions;




     (7) the term “merger” includes a statutory share exchange and the
terms “merge” and “merged” have correlative meanings;




     (8) the masculine gender includes the feminine and the neuter; and




     (9) references to agreements and other instruments include
subsequent amendments and supplements thereto.



     Certain terms used principally in certain Articles hereof are defined in
those Articles.



     “Act”, when used with respect to any Holders, has the meaning specified in
Section 104.



     “Additional Amounts” means any additional amounts which are required by
this Indenture or by any Security, or by the terms of any Security established
pursuant to Section 301, under circumstances specified herein or therein, to be
paid by the Company in respect of certain taxes, duties, levies, imposts,
assessments or other governmental charges imposed on Holders specified herein
or therein.



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



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



     “Administrative Trustee” means, in respect of any Webster Trust, each
Person identified as an “Administrative Trustee” or an “Administrative Agent”
in the related Trust Agreement, solely in such Person’s capacity as
Administrative Trustee or an Administrative Agent, as the case may be, of such
Webster Trust under such Trust Agreement and not in such Person’s



2









 







individual capacity, or any successor administrative trustee or successor
administrative agent, as the case may be, appointed as therein provided.



     “Affiliate” means, with respect to any specified Person, any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person; provided however, no Webster Trust
to which Securities have been issued shall be deemed to be an Affiliate of the
Company. For the purposes of this definition, “control”, when used with
respect to any specified Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.



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



     “Authenticating Agent” means any Person authorized by the Trustee pursuant
to Section 611 to act on behalf of the Trustee to authenticate Securities of
one or more series.



     “Board of Directors” means the board of directors of the Company or any
committee of that board duly authorized to act generally or in any particular
respect for the Company hereunder. The term “board of directors” means the
board of directors of the Company and does not include committees of the board
of directors.



3









 





     “Board Resolution” means a copy of one or more resolutions, certified by
the Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the
date of such certification, delivered to the Trustee.



     “Business Day” means, unless otherwise specified with respect to the
Securities of any series pursuant to Section 301, any day other than a
Saturday, Sunday, other day on which banking institutions in The City of New
York are authorized or obligated by law, regulation or executive order to
close, or a day on which the Corporate Trust Office of the Trustee, or, with
respect to the Securities of a series initially issued to a Webster Trust, the
principal office of the Property Trustee under the related Trustee Agreement,
is closed for business; [provided that such term shall mean, when used with
respect to any payment of principal of, or premium or interest, if any, on, or
Additional Amounts with respect to, the Securities of any series to be made at
any Place of Payment for such Securities, unless otherwise specified pursuant
to Section 301 with respect to such Securities, any day other than a Saturday,
Sunday or other day on which banking institutions in such Place of Payment are
authorized or obligated by law, regulation or executive order to close.]



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



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



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



     “Common Stock” means the common
stock, par value $0.01 per share of the Company.



     “Company” means the Person named as the “Company” in the first paragraph
of this instrument until a successor Person shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter “Company” shall
mean such successor Person and any other obligor upon the Securities.



     “Company Request” and “Company Order” mean, respectively, a written
request or order, as the case may be, signed in the name of the Company by the
Chairman, the Chief Executive Officer, the President or a Vice President, and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee.



     [“Conversion Event” means the cessation of use of (i) a foreign currency
both by the government of the country or the confederation which issued such
foreign currency and for the settlement of transactions by a central bank or
other public institutions of or within the international banking community or
(ii) any currency unit or composite currency for the purposes for which it was
established.]



4









 





     “Corporate Trust Office” means either (A) the principal corporate trust
office of the Trustee at which at any particular time its corporate trust
business shall be administered, which office at the date of this Indenture is
located at •, Attention: • or (B) for purposes of Section 1002, “Corporate
Trust Office” means the principal corporate trust office of the Trustee in the
Borough of Manhattan, The City of New York at which at any particular time its
corporate trust business shall be administered in The City of New York, which
office at the date of this Indenture is located at •, Attention:
•.



     “Corporation” includes corporations, partnerships, associations, limited
liability companies and other companies, and business trusts. The term
“corporation” means a corporation and does not include partnerships,
associations, limited liability companies or other companies or business
trusts.



     “CUSIP number” means the alphanumeric designation assigned to a Security
by Standard & Poor’s, CUSIP Service Bureau.



     “Defaulted Interest” has the meaning specified in Section 307.



     “Depository” means, with respect to any Security issuable or issued in the
form of one or more global Securities, the Person designated as depository by
the Company in or pursuant to this Indenture, and, unless otherwise provided
with respect to any Security, any successor to such Person. If at any time
there is more than one such Person, “Depository” shall mean, with respect to
any Securities, the depository which has been appointed with respect to such
Securities.



     “Discount Security” means any security which provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502.



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



     “Direct Action” is a legal proceeding directly against the Company for
enforcement of payment to the Holder of the principal of or premium, if any, or
interest on the Securities having a principal amount equal to the liquidation
amount of the trust preferred securities held by the Holder of for enforcement
of the conversion or exchange rights, as the case may be.



     “Dollars” or “$” means a dollar or other equivalent unit of legal tender
for payment of public or private debts in the United States of America.



5









 





     “Event of Default” has the meaning specified in Section 501.



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



     “Extension Period” shall have the meaning ascribed to it in Section 311.





     “GAAP” and “generally accepted accounting principles” mean, unless
otherwise specified with respect to any series of Securities pursuant to
Section 301, such accounting principles as are generally accepted in the United
States of America as of the date or time of any computation required hereunder;
provided, however, that when two or more principles are so generally accepted,
it shall mean that set of principles consistent with those in use by the
Company.



     “Global Security” means a Security in the form prescribed in Section 204
evidencing all or part of a series of Securities, issued to the Depositary or
its nominee for such series and registered in the name of such Depositary or
its nominee.



     [“Government Obligations” means securities which are (i) direct
obligations of the United States of America or the other government or
governments in the confederation which issued the foreign currency in which the
principal of or any premium or interest on the relevant Security or any
Additional Amounts in respect thereof shall be payable, in each case where the
payment or payments thereunder are supported by the full faith and credit of
such government or governments or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America or such other government or governments, in each case where the
timely payment or payments thereunder are unconditionally guaranteed as a full
faith and credit obligation by the United States of America or such other
government or governments, and which, in the case of (i) or (ii), are not
callable or redeemable at the option of the issuer or issuers thereof, and
shall also include a depository receipt issued by a bank or trust company as
custodian with respect to any such Government Obligation or a specific payment
of interest on or principal of or other amount with respect to any such
Government Obligation held by such custodian for the account of the holder of a
depository receipt, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the Government Obligation or the specific payment of interest on or principal
of or other amount with respect to the Government Obligation evidenced by such
depository receipt.]



     “Holder”, in the case of any Registered Security, means the Person in
whose name such Security is registered in the Security Register.



     “Indebtedness” means: (1) every obligation of the Company for money
borrowed; (2) every obligation of the Company evidenced by bonds, debentures,
notes or other similar instruments, including obligations incurred in
connection with the acquisition of property, assets



6









 







or businesses; (3) every reimbursement obligation of the Company with
respect to letters of credit, banker’s acceptances or similar facilities issued
for the account of the Company; (4) every obligation of the Company issued or
assumed as the deferred purchase price of property or services, but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of
business; (5) every capital lease obligation of the Company; (6) all
Indebtedness of the Company, whether incurred on or prior to the date of the
Indenture or thereafter incurred, for claims in respect of derivative products,
including interest rate, foreign exchange rate and commodity forward contracts,
options and swaps and similar arrangements; (7) every obligation of the type
referred to in clauses (1) through (6) above of another person and all
dividends of another person the payment of which, in either case, the Company
has guaranteed or is responsible or liable for, directly or indirectly, as
obligor or otherwise; (8) obligations of the type referred to in clauses (1)
through (7) above of another person secured by any lien on any property or
asset of the Company, whether or not the obligation is assumed by the Company;
and (9) all deferrals, renewals, extensions and refundings of, and amendments,
modifications and supplements to, any of the foregoing obligations.



     “Indebtedness ranking equally with the junior subordinated debentures”
means (1) Indebtedness, whether outstanding on the date of execution of the
Indenture or thereafter created, assumed or incurred, to the extent the
Indebtedness specifically by its terms ranks equally with and not prior to the
junior subordinated debentures in right of payment upon the happening of the
dissolution, winding-up, liquidation or reorganization of the Company and (2)
all other debt securities, and guarantees in respect of those debt securities,
issued to any other trust, or a trustee of the trust, partnership or other
entity affiliated with the Company that is a financing vehicle of the Company
in connection with the issuance by that financing vehicle of equity securities
or other securities or other securities guaranteed by the Company pursuant to
an instrument that ranks equally with or junior in right of payment to the
guarantee. The securing of any Indebtedness otherwise constituting
Indebtedness ranking equally with the junior subordinated debentures will not
prevent the Indebtedness from constituting Indebtedness ranking equally with
the junior subordinated debentures.



     “Indebtedness ranking junior with the junior subordinated debentures”
means any Indebtedness, whether outstanding on the date of execution of the
Indenture or thereafter created, assumed or incurred, to the extent the
Indebtedness by its terms ranks junior to and not equally with or prior to the
junior subordinated debentures, and any other Indebtedness ranking equally with
the junior subordinated debentures, in right of payment upon the happening of
the dissolution, winding-up, liquidation or reorganization of the Company. The
securing of any Indebtedness otherwise constituting Indebtedness ranking junior
to the junior subordinated debentures will not prevent the Indebtedness from
constituting Indebtedness ranking junior to the junior subordinated debentures.



     “Indenture” means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and, with
respect to any Security, by the terms and provisions of such Security established pursuant to Section 301 (as such terms
and provisions may be amended pursuant to the applicable provisions hereof),
provided, however, that, if at any time more than one Person is acting as
Trustee under this instrument, “Indenture” shall mean, with respect to any one
or more series of Securities for



7









 







which such Person is Trustee, this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of those particular series of Securities for which
such Person is Trustee established pursuant to Section 301, exclusive, however,
of any provisions or terms which relate solely to other series of Securities
for which such Person is not Trustee, regardless of when such terms or
provisions were adopted.



     “Indexed Security” means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity may be more or less than
the principal face amount thereof at original issuance.



     “Interest”, with respect to any Original Issue Discount Security which by
its terms bears interest only after Maturity, means interest payable after
Maturity.



     “Interest Payment Date”, with respect to any Security, means the Stated
Maturity of an installment of interest on such Security.



     “Investment Company Event” means the receipt by the Company and the Trust
of an opinion of an independent counsel experienced in matters relating to
investment companies, to the effect that, as a result of the occurrence of a
change in law or regulation or a change in interpretation or application of law
or regulation by any legislative body, court, governmental agency or regulatory
authority (a “Change in 1940 Act Law”), 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, which Change in
1940 Act Law becomes effective on or after the closing date of any series of
Securities.



     “Junior Subordinated Payment” has the meaning specified in Section 1302.



     “Maturity”, with respect to any Security, means the date on which the
principal of such Security or an installment of principal becomes due and
payable as provided in or pursuant to this Indenture or such Security, whether
at the Stated Maturity or by declaration of acceleration, upon redemption at
the option of the Company, upon repurchase or repayment at the option of the
Holder or otherwise, and includes a Redemption Date for such Security and a
date fixed for the repurchase or repayment of such Security at the option of
the Holder.



     “New York Banking Day” has the meaning specified in Section 116.



     “Notice of Default means a written notice of the kind specified in
Section 501.



     “Office” or “Agency”, with respect to any Securities, means an office or
agency of the Company maintained or designated in a Place of Payment for such
Securities pursuant to Section 1002 or any other office or agency of the
Company maintained or designated for such Securities pursuant to Section 1002
or, to the extent designated or required by Section 1002 in lieu of such office
or agency, the Corporate Trust Office of the Trustee.



8









 





     “Officers’ Certificate” means a certificate signed by the Chairman, the
Chief Executive Officer, the President or a Vice President, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
the Company, that complies with the requirements of Section 314(e) of the Trust
Indenture Act and is delivered to the Trustee.



     “Opinion of Counsel” means a written opinion of counsel, who may be an
employee of or counsel for the Company or other counsel who shall be reasonably
acceptable to the Trustee, that, if required by the Trust Indenture Act,
complies with the requirements of Section 314(e) of the Trust Indenture Act.



     “Original Issue Discount Security” means a Security issued pursuant to
this Indenture which provides for an amount less than the principal face amount
thereof to be due and payable upon declaration of acceleration pursuant to
Section 502.



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



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



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



     (iii) Securities in substitution for or in lieu of which other Securities
have been authenticated and delivered or which have been paid pursuant to
Section 3.6, unless proof satisfactory to the Trustee is presented that any
such Securities are held by Holders in whose hands such Securities are valid,
binding and legal obligations of the Company; provided, however, that in
determining whether the Holders of the requisite principal amount of
Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or
such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities which the Trustee knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or such other obligor. Upon the written request of the
Trustee, the Company shall furnish to the Trustee promptly an Officer’s
Certificate listing and identifying all Securities, if any, known by the
Company to be owned or held by or for the account of the Company, or any other
obligor on the Securities or any Affiliate of the Company or such obligor, and,
subject to the provisions of Section 6.1, the Trustee shall be entitled to
accept such Officer’s Certificate as conclusive evidence of the facts therein
set forth and of the fact that all Securities not listed therein are
Outstanding for the purpose of any such determination.



9









 





     “Paying Agent” means any Person authorized by the Company to pay the
principal of, or any premium or interest on, or any Additional Amounts with
respect to, any Security on behalf of the Company.



     “Person” and “person” mean any individual, Corporation, joint venture,
joint-stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.



     “Place of Payment”, with respect to any Security, means the place or
places where the principal of, or any premium or interest on, or any Additional
Amounts with respect to such Security are payable as provided in or pursuant to
this Indenture or such Security.



     “Predecessor Security” of any particular Security means every previous
Security evidencing all or a portion of the same indebtedness as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 306 in exchange for or in
lieu of a lost, destroyed, mutilated or stolen Security shall be deemed
to evidence the same indebtedness as the lost, destroyed, mutilated or stolen
Security.



     “Proceeding” has the meaning specified in Section 1302.



     “Property Trustee” means, in respect of any Webster Trust, the commercial
bank or trust company identified as the “Property Trustee” in the related Trust
Agreement, solely in its capacity as Property Trustee of such Webster Trust
under such Trust Agreement and not in its individual capacity, or its successor
in interest in such capacity, or any successor property trustee appointed as
therein provided.



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



     “Redemption Price”, with respect to any Security or portion thereof to be
redeemed, means the price at which it is to be redeemed as determined by or
pursuant to this Indenture or such Security.



     “Registered Security” means any Security established pursuant to Section
201 which is registered in the Security Register.



     “Regular Record Date” for the interest payable on any Registered Security
on any Interest Payment Date therefor means the date, if any, specified in or
pursuant to this Indenture or such Security as the record date for the payment
of such interest.



     “Regulatory Capital Event” means the reasonable determination by the
Company that, as a result of (a) any amendment to, or change (including any
announced prospective change) in, the laws (or any regulations thereunder) of
the United States or (b) any official or administrative pronouncement or action
or judicial decision for interpreting or applying such laws or regulations,
which amendment or change is effective or such pronouncement or decision is
announced on or after the date of original issuance of the Capital Securities,
there is more than an



10









 







insubstantial risk of impairment of the Company’s ability to treat the
Capital Securities (or any substantial portion thereof) as Tier 1 capital (or
its then equivalent) for purposes of the capital adequacy guidelines of the
Federal Reserve in effect and applicable to the Company.



     “Responsible Officer” means any officer of the Trustee in its Corporate
Trust Office and also means, with respect to a particular corporate trust
matter, any other officer or employee of the Trustee to whom such matter is
referred because of his or her knowledge of and familiarity with the particular
subject.



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



     “Security” or “Securities” means any note or notes, bond or bonds,
debenture or debentures, or any other evidences of indebtedness, as the case
may be, authenticated and delivered under this Indenture; provided, however,
that, if at any time there is more than one Person acting as Trustee under this
Indenture, “Securities”, with respect to any such Person, shall mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee.



     “Security Register” and “Security Registrar” have the respective meanings
specified in Section 305.



     “Senior and Subordinated Debt” means the principal of (and premium, if
any) and interest, if any (including interest accruing on or after the filing
of any petition in bankruptcy or for reorganization relating to the Company
whether or not such claim for post-petition interest is allowed in such
proceeding), on Indebtedness of the Company, whether incurred on or prior to
the date of this Indenture or thereafter incurred, unless, in the instrument
creating or evidencing the same or pursuant to which the same is outstanding,
it is provided that such obligations are not superior in right of payment to
the Securities, provided, however, that Senior and Subordinated Debt shall not
be deemed to include (a) any Indebtedness of the Company which, when incurred
and without respect to any election under Section 1111(b) of the Bankruptcy
Reform Act of 1978, as amended, was without recourse to the Company, (b) any
Indebtedness of the Company to any of its Subsidiaries, (c) Indebtedness to any
employee of the Company, and (d) any Securities.



     “Senior Indebtedness” means all Indebtedness, whether outstanding on the
date of execution of the Indenture or thereafter created, assumed or incurred,
except Indebtedness ranking equally with the junior subordinated debentures or
Indebtedness ranking junior to the junior subordinated debentures.



     “Significant Subsidiary” means any Subsidiary of the Company which is a
“significant subsidiary” as defined in Rule 1-02 of

Regulation S-X promulgated
by the Commission (as such rule is in effect on the date of this Indenture).



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



11









 





     “Special Record Date” for the payment of any Defaulted Interest on any
Registered Security means a date fixed by the Trustee pursuant to Section 307.



     “Stated Maturity”, with respect to any Security or any installment of
principal thereof or interest thereon or any Additional Amounts with respect
thereto, means the date established by or pursuant to this Indenture or such
Security as the fixed date on which the principal of such Security or such
installment of principal or interest is, or such Additional Amounts are, due
and payable.



     “Subordinated Security” or “Subordinated Securities” means Securities
which, pursuant to Section 301(25), are expressly made subordinate in right of
payment to Senior Indebtedness.



     “Subordination Provisions”, when used with respect to the Subordinated
Securities of any series, shall have the meaning established pursuant to
Section 301(25) with respect to the Subordinated Securities of such series.



     “Subsidiary” means a corporation or a partnership or a limited liability
company a majority of the outstanding voting stock or partnership or membership
interests, as the case may be, of which is owned or controlled, directly or
indirectly, by the Company or by one or more other subsidiaries of the Company.
For purposes of this definition, “voting stock” means stock having voting
power for the election of directors, or trustees, as the case may be, whether
at all times or only so long as no senior class of stock has voting power by
reason of any contingency.



     “Tax Event” means the receipt by the Webster Trust of an Opinion of
Counsel (as defined in the relevant Webster Trust Agreement) 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 or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or which pronouncement or
decision is announced on or after the date of issuance of the Capital
Securities of such Webster Trust, there is more than an insubstantial risk that
(i) such Trust is, or will be within 90 days of the date of such Opinion of
Counsel, subject to United States Federal income tax with respect to income
received or accrued on the corresponding series of Securities, (ii) interest
payable by the Company on such corresponding series of Securities is not, or
within 90 days of the date of such Opinion of Counsel, will not be, deductible
by the Company, in whole or in part, for United States Federal income tax
purposes or (iii) such Webster Trust is, or will be within 90 days of the date
of such Opinion of Counsel, subject to more than a de minimis amount of other
taxes, duties or other governmental charges.



     “Trust Agreement” means the Trust Agreement substantially in the form
attached hereto as Annex A, as amended by the form of Amended and Restated
Trust Agreement substantially in the form attached hereto as Annex B, or
substantially in such form as may be specified as contemplated by Section 301
with respect to the Securities of any series, in each case as amended from time
to time.



     “Trustee” means the Person named as the “Trustee” in the first paragraph
of this instrument until a successor Trustee shall have become such with
respect to one or more series of



12









 







Securities pursuant to the applicable provisions of this Indenture, and
thereafter “Trustee” shall mean each Person who is then a Trustee hereunder;
provided, however, that if at any time there is more than one such Person,
“Trustee” shall mean each such Person and as used with respect to the
Securities of any series shall mean the Trustee with respect to the Securities
of such series.



     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended,
and any reference herein to the Trust Indenture Act or a particular provision
thereof shall mean such Act or provision, as the case may be, as amended or
replaced from time to time or as supplemented from time to time by rules or
regulations adopted by the Commission under or in furtherance of the purposes
of such Act or provision, as the case may be.



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



     “United States”, means the United States of America (including the states
thereof and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction; and the term “United States of
America” means the United States of America.



     [“United States Alien”, except as otherwise provided in or pursuant to
this Indenture or any Security, means any Person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or
a non-resident alien fiduciary of a foreign estate or trust.]



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



     “Webster Guarantee” means the guarantee by the Company of distributions on
the Capital Securities of a Webster Trust to the extent provided in the related
Guarantee Agreement.



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


     Section 102. Compliance Certificates and Opinions.


     Except as otherwise expressly provided in or pursuant to this Indenture,
upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Trustee an Officers’ Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents or any of them is specifically required by any provision of
this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.



     Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than the certificates
provided pursuant to Section 10.5) shall include:



13









 





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



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



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



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



     Section 103. Form of Documents Delivered to Trustee.



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



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



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



     Section 104. Acts of Holders.



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



14









 







any purpose of this Indenture and (subject to Section 601) conclusive in
favor of the Trustee and the Company, if made in the manner provided in this
Section.



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



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



     The ownership of Securities shall be proved by the Securities Register.



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



     The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date, provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be canceled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph, the
Company, at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to
the Trustee in writing and to each Holder of Securities of the relevant series
in the manner set forth in Section 106.



     The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
join in the giving or making of (i) any Notice



15









 







of Default, (ii) any declaration of acceleration referred to in Section
502, (iii) any request to institute proceedings referred to in Section 507
or (iv) any direction referred to in Section 512, in each case with respect to
Securities of such series. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities of such series on such record
date, and no other Holders, shall be entitled to join in such notice,
declaration, request or direction, whether or not such Holders remain Holders
after such record date, provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders
of the requisite principal amount of Outstanding Securities of such series on
such record date. Nothing in this paragraph shall be construed to prevent the
Trustee from setting a new record date for any action for which a record date
has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be canceled
and of no effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite principal amount of
Outstanding Securities of the relevant series on the date such action is taken.
Promptly after any record date is set pursuant to this paragraph, the Trustee,
at the Company’s expense, shall cause notice of such record date, the proposed
action by Holders and the applicable Expiration Date to be given to the Company
in writing and to each Holder of Securities of the relevant series in the
manner set forth in Section 106.



     With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the “Expiration
Date” and from time to time may change the Expiration Date to any earlier or
later day, provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
Section 1006, on or prior to the existing Expiration Date. If an Expiration
Date is not designated with respect to any record date set pursuant to this
Section, the party hereto which set such record date shall be deemed to have
initially designated the 180th day after such record date as the Expiration
Date with respect thereto, subject to its right to change the Expiration Date
as provided in this paragraph. Notwithstanding the foregoing, no Expiration
Date shall be later than the 180th day after the applicable record date.



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



     Section 105. Notices, etc. to Trustee and Company.



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




     (1) the Trustee by any Holder or the Company shall be sufficient for
every purpose hereunder if made, given, furnished or filed in writing to
or with the Trustee at its Corporate Trust Office, or



16









 






     (2) the Company by the Trustee or any Holder shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if
in writing and mailed, first-class postage prepaid, to the Company
addressed to the attention of its Treasurer at the address of its
principal office specified in the first paragraph of this instrument or
at any other address previously furnished in writing to the Trustee by
the Company.



     Section 106. Notice to Holders of Securities; Waiver.



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



     Section 107. Language of Notices.



     [Any request, demand, authorization, direction, notice, consent, election
or waiver required or permitted under this Indenture shall be in the English
language, except that, if the Company so elects, any published notice may be in
an official language of the country of publication.]



     Section 108. Conflict with Trust Indenture Act.



     If any provision hereof limits, qualifies or conflicts with any duties
under any required provision of the Trust Indenture Act imposed hereon by
Section 318(c) thereof, such required provision shall control.



     Section 109. Effect of Headings and Table of Contents.



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



     Section 110. Successors and Assigns.



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




17










 




     Section 111. Separability Clause.



     In case any provision in this Indenture, any Security or any Coupon shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not, to the fullest extent permitted by law,
in any way be affected or impaired thereby.



     Section 112. Benefits of Indenture.



     Nothing in this Indenture, any Security, express or implied,
shall give to any Person, other than the parties hereto, any Security
Registrar, any Paying Agent and their successors hereunder and the Holders of
Securities, and, in the case of the Subordinated Securities of any
series, the holders of Senior Indebtedness with respect to such series,] any
benefit or any legal or equitable right, remedy or claim under this Indenture.



     Section 113. Governing Law.



     This
Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of Delaware applicable to
agreements made or instruments entered into and, in each case, performed in
said State.



     Section 114. Legal Holidays.



     Unless otherwise specified in or pursuant to this Indenture or any
Securities, in any case where any Interest Payment Date, Stated Maturity or
Maturity of, or any other day on which a payment is due with respect to, any
Security shall be a day which is not a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture, any Security other than a provision in any Security or Coupon or in the Board
Resolution, Officers’ Certificate or supplemental indenture establishing the
terms of any Security that specifically states that such provision shall apply
in lieu hereof) payment need not be made at such Place of Payment on such date,
but such payment may be made on the next succeeding day that is a Business Day
at such Place of Payment with the same force and effect as if made on the
Interest Payment Date, at the Stated Maturity or Maturity or on any such other
payment date, as the case may be, and no interest shall accrue on the amount
payable on such date or at such time for the period from and after such
Interest Payment Date, Stated Maturity, Maturity or other payment date, as the
case may be, to the next succeeding Business Day.



     Section 115. Counterparts.



     This Indenture may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same
instrument.




18









 





     Section 116. Extension of Payment Dates.



     In the event that (i) the terms of any Security established in or pursuant to this Indenture permit the Company or any
Holder thereof to extend the date on which any payment of principal of, or
premium, if any, or interest, if any, on, or Additional Amounts, if any, with
respect to such Security is due and payable and (ii) the due date for
any such payment shall have been so extended, then all references herein to the
Stated Maturity of such payment (and all references of like import) shall be
deemed to refer to the date as so extended.



     Section 117. Immunity of Stockholders, Directors, Officers and Agents of
the Company.



     No recourse under or upon any obligation, covenant or agreement contained
in this Indenture, or in any Security, or because of any indebtedness evidenced
thereby, shall be had against any past, present or future stockholder,
employee, officer or director, as such, of the Company or of any predecessor or
successor, either directly or through the Company or any predecessor or
successor, under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Securities by the Holders and as part of the consideration
for the issue of the Securities.



ARTICLE TWO

SECURITIES FORMS




     Section 201. Forms Generally.



     The
Securities of each series shall be in substantially the forms set
forth in this Article, or in such other form or forms as shall be
established by or pursuant to a



19









 







Board Resolution or in one or
more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may be required to comply
with applicable tax laws or the rules of any securities exchange or
as may, consistently herewith be
determined by the officers executing such securities as
evidenced by the execution of such securities. If the form of
Securities of any series is established by action taken pursuant to a
Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Company Order contemplated by Section 303 with respect to the
authentication and delivery of such Securities.



     Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall be issuable in fully registered form without
Coupons.



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



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



     Section 202. Form of Face of Security.



WEBSTER FINANCIAL CORPORATION




___% JUNIOR SUBORDINATED DEBENTURE DUE




	 	 	 
	Registered

No.

	 	Principal Amount:

CUSIP No.:







     Webster Financial Corporation, a corporation organized and existing under
the laws of Delaware (hereinafter called the “Company,” which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to                , or registered assigns, the
principal sum of $          Dollars on                ; provided that the Company may (i)
shorten the Stated Maturity of the principal of this Security to a date not
earlier than                , and (ii) extend the Stated Maturity of the principal of
this Security at any time on one or more occasions, subject to certain
conditions specified in Section 3.14 of the Indenture, but in no event to a
date later than                . The Company further promises to pay interest on said
principal sum from                or from the most recent interest payment date
(each such date, an “Interest Payment Date”) on which interest has been paid or
duly provided for, semi-annually (subject to deferral as set forth herein) in
arrears on the last day of                and                of each year commencing
               at the rate of    % per annum, until the principal hereof shall
have become due and payable, plus Additional Interest, if any, until the
principal hereof is paid or duly provided for or made available for payment and
on any overdue principal and (without duplication and to the extent that
payment of such interest is enforceable under applicable law) on any overdue
installment of interest at the rate of    % per annum, compounded
semi-annually. The amount of interest payable for any period shall be computed
on the basis of twelve 30-day months and a 360-day year. The amount of interest
payable for any partial period shall be computed on the basis of the number of
days elapsed in a 360-day year of



20









 







twelve 30-day months. In the event that any date on which interest is
payable on this Security is not a Business Day, then a payment of the interest
payable on such date will be made on the next succeeding day which 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 the date the payment was
originally payable. A “Business Day” shall mean any day other than (i) a
Saturday or Sunday, (ii) a day on which banking institutions in The City of New
York or Portland, Maine are authorized or required by law or executive order to
remain closed or (iii) a day on which the Corporate Trust Office of the
Trustee, or the principal office of the Property Trustee under the Trust
Agreement (hereinafter referred to) for [name of trust] is closed for business.
The interest installment so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest installment, which shall be [insert Record Date] next preceding such
Interest Payment Date. Any such interest installment not so punctually paid or
duly provided for shall forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than      days prior to such Special Record Date,
or be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.



     So long as no Event of Default has occurred and is continuing, the Company
shall have the right at any time during the term of this Security to defer
payment of interest on this Security, at any time or from time to time, for up
to                consecutive                interest payment periods with respect to each
deferral period (each an “Extension Period”), (during which Extension Periods
the Company shall have the right to make partial payments of interest on any
Interest Payment Date, and at the end of which the Company shall pay all
interest then accrued and unpaid (together with Additional Interest thereon to
the extent permitted by applicable law)); provided, however, that no Extension
Period shall extend beyond the Stated Maturity of the principal of this
Security; provided, further, that during any such Extension Period, the Company
shall not, and shall not permit any Subsidiary of the Company to, (i) declare
or pay any dividends or distributions or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Company’s capital stock (which
includes common and preferred stock), or (ii) make any payment of principal of
or interest or premium, if any, on or repay, repurchase or redeem any debt
security of the Company (including Securities issued by the Company pursuant to
the Indenture other than the Securities represented by this certificate) that
ranks pari passu with or junior in interest to this Security or make any
guarantee payments with respect to any guarantee by the Company of the debt
securities of any Subsidiaries of the Company (including Webster Guarantees
other than the Webster Guarantee related to the Capital Securities issued by
[NAME OF TRUST]) if such guarantee ranks pari passu with or junior in interest
to this Security (other than (a) dividends or distributions in Common Stock of
the Company, (b) any declaration of a dividend in connection with the
implementation of a stockholders’ rights plan, or the issuance of stock under
any such plan in the future or the redemption or repurchase of any such rights
pursuant thereto, (c) payments under the Webster Guarantee related to the
Capital



21









 







Securities issued by [NAME OF TRUST], and (d) purchases of Common Stock
related to the issuance of Common Stock or rights under any of the Company’s
benefit plans for its directors, officers or employees). Prior to the
termination of any such Extension Period, the Company may further extend such
Extension Period, provided, however, that such extension does not cause such
Extension Period to exceed      consecutive interest payment periods or to extend
beyond the Stated Maturity. Upon the termination of any such Extension Period
and upon the payment of all amounts then due, and subject to the foregoing
limitation, the Company may elect to begin a new Extension Period. No interest
shall be due and payable during an Extension Period except at the end thereof.
The Company shall give the Trustee, the Property Trustee and the Administrative
Trustees of [NAME OF TRUST] notice of its election to begin any Extension
Period at least      Business Days prior to the earlier of (i) the date on which
Distributions on the Capital Securities would be payable except for the
election to begin such Extension Period, or (ii) the date the Administrative
Trustees are required to give notice to any automated quotation system or to
holders of such Capital Securities of the record date or the date such
Distributions are payable, but in any event not less than      Business
Days prior to such record date.



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



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



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



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



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



22









 





	 	 	 	 	 
	 	WEBSTER FINANCIAL CORPORATION
	 
	 	 	 	 
	

	 	By:
	 	 
	

	 	 	 	
 
	 	 	[President or Vice President]







Attest:
 





[Secretary or Assistant Secretary]


     Section 203. Form of Reverse of Security.



     This Security is one of a duly authorized issue of securities of the
Company (herein called the “Securities”), issued and to be issued in one or
more series under a Junior Subordinated Indenture, dated as of                ,
20     (herein called the “Indenture”), between the Company and [Name of Trustee]
(herein called the “Trustee”, which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Trustee, the Company and the
Holders of the Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof, limited in aggregate principal amount to
$               .



     All terms used in this Security that are defined in the Indenture and in
the Trust Agreement, dated as of                , 20     , as amended (the “Trust
Agreement”), for [insert name of trust] among Webster Group, Inc., as
Depositor, and the Trustees named therein, shall have the meanings assigned to
them in the Indenture or the Trust Agreement, as the case may be.



     [If applicable, insert—The Company may at any time, at its option, on or
after                , and subject to the terms and conditions of Article XI of
the Indenture], [if applicable insert—and subject to Webster having received
prior approval of 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] redeem this Security [in whole at any time]
[or in part from time to time], without premium or penalty, at a redemption
price equal to [insert redemption price] to the Redemption Date.]



     [If applicable, insert—Upon the occurrence and during the continuation of
a Special Event in respect of a Webster Trust, the Company may, at its option,
at any time within 90 days of the occurrence of such Special Event redeem this
Security, [if applicable, insert—in whole but not in part], subject to the
provisions of Section 11.7 and the other provisions of Article XI of the
Indenture, at a redemption price equal to [insert redemption price] to the
Redemption Date.



     [If applicable, insert—In the event of redemption of this Security in
part only, a new Security or Securities of this series for the portion hereof
not redeemed will be issued in the name of the Holder hereof upon the
cancellation hereof.]



23









 





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



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



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



     [If the Security is a Discount Security,—As provided in and subject to
the provisions of the Indenture, if an Event of Default with respect to the
Securities of this series at the time Outstanding occurs and is continuing,
then and in every such case the Trustee or the Holders of not less than such
portion of the principal amount as may be specified in the terms of this series
may declare an amount of principal of the Securities of this series to be due
and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), provided that, in the case of the Securities of
this series issued to a Webster Trust, if upon an Event of Default, the Trustee
or the Holders of not less than 25% in principal amount of the



     Outstanding Securities of this series fails to declare the principal of
all the Securities of this series to be immediately due and payable, the
holders of at least 25% in aggregate Liquidation Amount of the Capital
Securities then outstanding shall have such right by a notice



24









 







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



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



     As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Securities
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company maintained under Section 10.2 of the Indenture
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Securities Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees. No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.



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



     [If Applicable, insert — The Securities of this series are issuable only
in registered form without coupons in denominations of minimum denominations of
$100,000 and any integral multiples of $1,000 in excess thereof.] As provided
in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal
amount of Securities of such series of a different authorized denomination, as
requested by the Holder surrendering the same.



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



25









 





     THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF
LAWS PRINCIPLES THEREOF.



     Section 204. Additional Provisions Required in Global Security.



     Any Global Security issued hereunder shall, in addition to the provisions
contained in Sections 202 and 203, bear a legend in substantially the following
form:



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



     Section 205. Form of Trustee’s Certificate of Authentication.



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



     Dated:



	 	 	 	 	 
	 	[NAME OF TRUSTEE], as Trustee
	 
	 	 	 	 
	

	 	By:
	 	 
	

	 	 	 	
 
	 	 	 	 	Authorized Officer







ARTICLE THREE

THE SECURITIES




     Section 301.
Title and Terms.



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



     The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth in an Officer’s
Certificate (such Officer’s Certificate shall have the effect of a supplemental
indenture for all purposes hereunder), or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of a series:



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



26









 





          (2) the limit, if any, upon the aggregate principal amount of the
Securities of such series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 304, 305, 306, 906 or 1106 and except for any
Securities which, pursuant to Section 303, are deemed never to have been
authenticated and delivered hereunder); provided, however, that the authorized
aggregate principal amount of such series may be increased above such amount by
a Board Resolution to such effect;



          (3) the Stated Maturity or Maturities on which the principal of the
Securities of such series is payable or the method of determination thereof;



          (4) the rate or rates, if any, at which the Securities of such series
shall bear interest, if any, the rate or rates and extent to which Additional
Interest, if any, shall be payable in respect of any Securities of such series,
the Interest Payment Dates on which such interest shall be payable, the right,
pursuant to Section 311 or as otherwise set forth therein, of the Company to
defer or extend an Interest Payment Date, and the Regular Record Date for the
interest payable on any Interest Payment Date or the method by which any of the
foregoing shall be determined;



          (5) the place or places where the principal of (and premium, if any) and
interest on the Securities of such series shall be payable, the place or places
where the Securities of such series may be presented for registration of
transfer or exchange, and the place or places where notices and demands to or
upon the Company in respect of the Securities of such series may be made;



          (6) the period or periods within or the date or dates on which, if any,
the price or prices at which and the terms and conditions upon which the
Securities of such series may be redeemed, in whole or in part, at the option
of the Company;



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



          (8) the denominations in which any Securities of such series shall be
issuable, if other than denominations of $100,000 and any integral multiples of
$1,000 in excess thereof;



          (9) if other than Dollars, the currency or currencies (including currency
unit or units) in which the principal of (and premium, if any) and interest, if
any, on the Securities of the series shall be payable, or in which the
Securities of the series shall be denominated;



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



27









 





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



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



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



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



          (15) if applicable, that any Securities of the series shall be issuable in
whole or in part in the form of one or more Global Securities and, in such
case, the respective Depositaries for such Global Securities, the form of any
legend or legends which shall be borne by any such Global Security in addition
to or in lieu of that set forth in Section 204 and any circumstances in
addition to or in lieu of those set forth in Section 305 in which any such
Global Security may be exchanged in whole or in part for Securities registered,
and any transfer of such Global Security in whole or in part may be registered,
in the name or names of Persons other than the Depositary for such Global
Security or a nominee thereof;



          (16) the appointment of any Paying Agent or Agents for the Securities of
such series;



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



          (18) the form or forms of the Trust Agreement, Amended and Restated Trust
Agreement and Guarantee Agreement, if different from the forms attached hereto
as Annexes A, B and C, respectively;



          (19) the relative degree, if any, to which the Securities of the series
shall be senior to or be subordinated to other series of Securities in right of
payment, whether such other series of Securities are Outstanding or not; and



          (20) any other terms of the Securities of such series (which terms shall
not be inconsistent with the provisions of this Indenture).



28









 





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



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



     The Securities shall be subordinated in right of payment to Senior and
Subordinated Debt as provided in Article Thirteen.



     Section 302. Denominations.



     The Securities of each series shall be in registered form without coupons
and shall be issuable in minimum denominations of $100,000 and integral
multiples of $1,000 in excess thereof, unless otherwise specified as
contemplated by Section 301.



     Section 303. Execution, Authentication, Delivery and Dating.



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



     Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities. At any time and from time to
time after the execution and delivery of this Indenture, the Company may
deliver Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities. If the form or terms of
the Securities of the series have been established by or pursuant to one or
more Board Resolutions as permitted by Sections 201 and 301, in authenticating
such Securities, and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to
receive, and (subject to Section 601) shall be fully protected in relying upon,
an Opinion of Counsel stating,



          (1) if the form of such Securities has been established by or pursuant to
Board Resolution as permitted by Section 201, that such form has been
established in conformity with the provisions of this Indenture;



          (2) if the terms of such Securities have been established by or pursuant
to Board Resolution as permitted by Section 301, that such terms have been
established in conformity with the provisions of this Indenture; and



29









 





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



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



     Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officer’s Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.



     Each Security shall be dated the date of its authentication.



     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of one of its authorized
officers, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder. Notwithstanding the foregoing, if any Security shall have
been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 309, for all purposes of this Indenture
such Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.



     Section 304. Temporary Securities.



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



     If temporary Securities of any series are issued, the Company will cause
definitive Securities of such series to be prepared without unreasonable delay.
After the preparation of definitive Securities, the temporary Securities shall
be exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated for that purpose
without charge to the Holder. Upon surrender for cancellation of any one or
more



30









 







temporary Securities, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor one or more definitive Securities
of the same series of authorized denominations having the same Original Issue
Date and Stated Maturity and having the same terms as such temporary
Securities. Until so exchanged, the temporary Securities of any series shall
in all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series.



     Section 305. Registration, Transfer and Exchange.



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



     Upon surrender for registration of transfer of any Security at the office
or agency of the Company designated for that purpose the Company shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities of the same series of any
authorized denominations, of a like aggregate principal amount, of the same
Original Issue Date and Stated Maturity and having the same terms.



     At the option of the Holder, Securities may be exchanged for other
Securities of the same series of any authorized denominations, of a like
aggregate principal amount, of the same Original Issue Date and Stated Maturity
and having the same terms, upon surrender of the Securities to be exchanged at
such office or agency. Whenever any securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.



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



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



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



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



31









 





     The provisions of Clauses (1), (2), (3) and (4) below shall apply only to
Global Securities:



          (1) Each Global Security authenticated under this Indenture shall be
registered in the name of the Depositary designated for such Global Security or
a nominee thereof and delivered to such Depositary or a nominee thereof or
custodian therefor, and each such Global Security shall constitute a single
Security for all purposes of this Indenture.



          (2) Notwithstanding any other provision in this Indenture, no Global
Security may be exchanged in whole or in part for Securities registered, and no
transfer of a Global Security in whole or in part may be registered, in the
name of any Person other than the Depositary for such Global Security or a
nominee thereof unless (A) such Depositary (i) has notified the Company that it
is unwilling or unable to continue as Depositary for such Global Security or
(ii) has ceased to be a clearing agency registered under the Exchange Act at a
time when the Depositary is required to be so registered to act as depositary,
in each case unless the Company has approved a successor Depositary within 90
days, (B) there shall have occurred and be continuing an Event of Default with
respect to such Global Security, (C) the Company in its sole discretion
determines that such Global Security will be so exchangeable or transferable or
(D) there shall exist such circumstances, if any, in addition to or in lieu of
the foregoing as have been specified for this purpose as contemplated by
Section 301.



          (3) Subject to Clause (2) above, any exchange of a Global Security for
other Securities may be made in whole or in part, and all Securities issued in
exchange for a Global Security or any portion thereof shall be registered in
such names as the Depositary for such Global Security shall direct.



          (4) Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security or any portion
thereof, whether pursuant to this Section, Section 304, 306, 906 or 1106 or
otherwise, shall be authenticated and delivered in the form of, and shall be, a
Global Security, unless such Security is registered in the name of a Person
other than the Depositary for such Global Security or a nominee thereof.



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





32









 






     Section 306. Mutilated, Destroyed, Lost and Stolen Securities.



     If
any mutilated Security is surrendered to the Trustee, together with
such security or indemnity as may be required by the Company or the
Trustee to save each of them harmless, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a new Security of the same issue and
series of like tenor and principal amount, having the same Original
Issue Date and Stated Maturity, and bearing a number not
contemporaneously outstanding.



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



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



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


33








 





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



     The
provisions of this Section 306 are
exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities.





		
	     Section 307. 	Payment of Interest; Interest Rights Preserved.





     Interest
on any Security of any series which
is payable, and is punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name that Security (or one or
more Predecessor Securities) is registered as of the close of business on the
Regular Record Date for such interest in respect of Securities of such series, except that,
unless otherwise provided in the Securities of such series, interest payable on the Stated
Maturity of the principal of a Security shall be paid to the Person to whom principal is paid.
The initial payment on any Security of any series which is issued between a Regular Record Date and
the related Interest Payment Date shall be payable as provided in such Security or in the Board
Resolution pursuant to Section 301 with respect to the related series of Securities.



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




     (1) The Company may
elect to make payment of any Defaulted Interest
to the Persons in whose names the Securities of such series in respect of which interest is in
default (or their respective Predecessor
Security thereof) are registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest, which
shall be fixed in the following manner. The Company shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be
paid on each Security and the date of the proposed payment,
and at the same time the Company shall deposit with the Trustee an amount
of money equal to the aggregate amount proposed to be paid in respect of
such Defaulted Interest or shall make arrangements satisfactory to the
Trustee for such deposit prior to the date of the



34









 






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



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



     Subject
to the foregoing provisions of this Section and Section 307, each
Security delivered under this Indenture upon transfer of or in
exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.



35









 





     Section 308. Persons Deemed Owners.



     The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name any Security is registered as the owner of such Security for the purpose
of receiving payment of principal of, any premium and (subject to
Section 307) and interest on and any Additional Amounts with respect to such Security and for all other purposes whatsoever, whether or not any payment with
respect to such Registered Security shall be overdue, and neither the Company,
the Trustee or any agent of the Company or the Trustee shall be affected by
notice to the contrary.



     Section 309. Cancellation.



     All Securities surrendered for payment,
registration of transfer, exchange or conversion or for credit against any
sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee, and any such Securities, as
well as Securities surrendered directly to the Trustee for any such
purpose, shall be cancelled promptly by the Trustee. The Company may at any
time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever, and all Securities so delivered shall be cancelled
promptly by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section, except as
expressly permitted by or pursuant to this Indenture. All cancelled Securities
held by the



36









 




Trustee and the Trustee shall
deliver to the Company a certificate of destruction.




     Section 310. Computation of Interest.



     Except as otherwise provided in or pursuant to this Indenture or in the
Securities of any series, interest on the Securities shall be computed on the
basis of a 360-day year of twelve 30-day months.



     Section 311. Option to Extend Interest Payment Date.



     If specified as contemplated by Section 201 or Section 301 with respect to
the Securities of a particular series, so long as no Event of Default has
occurred and is continuing, the Company shall have the right, at any time
during the term of such series, from time to time to defer the payment of
interest on such Securities for such period or periods as may be specified as
contemplated by Section 301 (each, an “Extension Period”) during which
Extension Periods the Company shall have the right to make partial payments of
interest on any Interest Payment Date. No Extension Period shall end on a date
other than an Interest Payment Date. At the end of any such Extension Period
the Company shall pay all interest then accrued and unpaid on the Securities
(together with Additional Interest thereon, if any, at the rate specified for
the Securities of such series to the extent permitted by applicable law);
provided, however, that no Extension Period shall extend beyond the Stated
Maturity of the principal of the Securities of such series; provided, further,
that during any such Extension Period, the Company shall not, and shall not
permit any Subsidiary to, (i) declare or pay any dividends or distributions on,
or redeem, purchase, acquire or make a liquidation payment with respect to, any
of the Company’s capital stock (which includes common and preferred stock), or
(ii) make any payment of principal of or interest or premium, if any, on or
repay, repurchase or redeem any debt securities of the Company (including
Securities other than the Securities of such series) that ranks pari passu with
or junior in interest to the Securities of such series or make any guarantee
payments with respect to any guarantee by the Company of the debt securities of
any Subsidiary of the Company (including Webster Guarantees other than the
Webster Guarantee related to the Capital Securities issued by the Webster Trust
holding Securities of such series) if such guarantee rank pari passu with or
junior in interest to the securities of such series (other than (a) dividends
or distributions in Common Stock of the Company, (b) any declaration of a
dividend in connection with the implementation of a stockholders’ rights plan,
or the issuance of stock under any such plan in the future or the redemption or
repurchase of any such rights pursuant thereto, (c) payments under the Webster
Guarantee related to the Capital Securities issued by the Webster Trust holding
Securities of such series, and (d) purchases of Common Stock related to the
issuance of Common Stock or rights under any of the Company’s benefit plans for
its directors, officers or employees). Prior to the termination of any such
Extension Period, the Company may further extend such Extension Period,
provided that such extension does not cause such Extension Period to extend
beyond the Stated Maturity of the principal of such Securities. Upon
termination of any Extension Period and upon the payment of all accrued and
unpaid interest and any Additional Interest then due on any Interest Payment
Date, the Company may elect to begin a new Extension Period, subject to the
above requirements. No interest shall be due and payable during an Extension
Period, except at the end thereof. The Company shall give the Trustee, the
Property Trustee and the Administrative Trustees of the Webster Trust holding
Securities of such



37









 




series notice of its election of any Extension Period (or an extension
thereof) at least five Business Days prior to the earlier of (i) the next
succeeding date on which Distributions on the Capital Securities of such
Webster Trust would be payable except for the election to begin or extend such
Extension Period or (ii) the date the Administrative Trustees of such Webster
Trust is required to give notice to any automated quotation system or to
holders of such Capital Securities of the record date or the date such
Distributions are payable, but in any event not less than five Business Days
prior to such record date.




     The Trustee shall promptly give notice of the Company’s election to begin
any such Extension Period to the Holders of the Outstanding Securities of such
series. Subject to the foregoing limitations, there is no limitation on the
number of times that the Company may begin or extend an Extension Period.



     Section 312. Right of Set-Off.



     [RESERVED]



     Section 313. Agreed Tax Treatment.



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



     Section 314. Shortening or Extension of Stated Maturity.



     If specified as contemplated by Section 201 or Section 301 with respect to
the Securities of a particular series, the Company shall have the right to (i)
shorten the Stated Maturity of the principal of the Securities of such series
at any time to any date not earlier than the first date on which the Company
has the right to redeem the Securities of such series, and (ii) extend the
Stated Maturity of the principal of the Securities of such series at any time
at its election for one or more periods, but in no event to a date later than
the 49th anniversary of the first Interest Payment Date following the Original
Issue Date of the Securities of such series; provided that, if the Company
elects to exercise its right to extend the Stated Maturity of the principal of
the Securities of such series pursuant to clause (ii) above, at the time such
election is made and at the time of extension (A) the Company is not in
bankruptcy, otherwise insolvent or in liquidation, (B) the Company is not in
default in the payment of any interest or principal on such Securities, (C) in
the case of any series of Securities issued to a Webster Trust, such Webster
Trust is not in arrears on payments of Distributions on the Capital Securities
issued by such Webster Trust and no deferred Distributions are accumulated and
(D) such Securities are rated not less than [BBB- by S&P or Baa3 by Moody’s] or
the equivalent by any other nationally recognized statistical rating
organization. In the event the Company elects to shorten or extend the Stated
Maturity of the Securities of any series, it shall give notice to the Trustee,
and the Trustee shall give notice of such shortening or extension to the
Holders thereof no less than 30 and no more than 60 days prior to the
effectiveness thereof.



     Section 315. CUSIP Numbers.



38









 





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



ARTICLE FOUR

SATISFACTION AND DISCHARGE OF INDENTURE




     Section 401. Satisfaction and Discharge.



     This Indenture shall cease to be
of further effect (except as to any surviving rights of registration
of transfer or exchange of Securities herein expressly provided for
and as otherwise provided in this Section 401), upon Company
Request, and the Trustee, on demand and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture series, when




     (1) either




     (a) all Securities of such series theretofore authenticated
and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 306
and (ii) Securities of such series for whose payment money has
theretofore been deposited in trust or segregated and held in trust
by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 1003) have been delivered
to the Trustee for cancellation; or




     (b) all Securities of such series not
theretofore delivered to the Trustee for cancellation




     (i) have become due and payable, or




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



39









 






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




and the Company, in the case of (i), (ii) or (iii) above, has
deposited or caused to be deposited with the Trustee as trust funds
in trust for such purpose, money in the currency in which such
Securities are payable in an amount sufficient to pay and discharge
the entire indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, including the principal of, any premium and interest
on, and, to the extent that the Securities of such series provide
for the payment of Additional Amounts thereon and the amount of any
such Additional Amounts which are or will be payable with respect
to the Securities of such series is at the time of deposit
determinable by the Company (in the exercise by the Company of its
reasonable discretion), any Additional Amounts with respect to,
such Securities, to the date
of such deposit (in the case of Securities which have become due
and payable) or to the Maturity thereof, as the case may be;




     (2) the Company has paid or caused to be paid all other sums payable
hereunder by the Company with respect to the Outstanding Securities of
such series, and




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



     In the event there are Securities of two or more series Outstanding
hereunder, the Trustee shall be required to execute an instrument acknowledging
satisfaction and discharge of this Indenture only if requested to do so with
respect to Securities of such series as to which it is Trustee and if the other
conditions thereto are met.



     Notwithstanding the satisfaction and discharge of this Indenture with
respect to any series of Securities, the obligations of the Company to the
Trustee under Section 606 and, if money shall have been deposited with the
Trustee pursuant to subclause (b) of clause (1) of this Section, the
obligations of the Company and the Trustee with respect to the Securities of
such series under Sections 305, 306, 403, 404, 1002, 1003 and, if applicable to
the Securities of such series, 1004 (including, without limitation, with
respect to the payment of Additional Amounts, if any, with respect to such
Securities as contemplated by Section 1004, but only to the extent that the
Additional Amounts payable with respect to such Securities exceed the amount
deposited in respect of such Additional Amounts pursuant to Section 401(1)(b)),
any rights of Holders of the Securities of such series (unless otherwise
provided pursuant to Section 301 with respect to the Securities of such series)
to require the Company to repurchase or repay, and the obligations of the
Company to repurchase or repay, such Securities at the option of the Holders
pursuant to Article Thirteen hereof, and any rights of Holders of the
Securities of such series (unless otherwise provided pursuant to Section 301
with respect to the Securities of such series) to



40









 




convert or exchange, and the obligations of the Company to convert or
exchange, such Securities into Common Stock or other securities or property,
shall survive.




     Section 402. Defeasance and Covenant Defeasance.



     (1) Unless, pursuant to Section 301, either or both of (i) defeasance of
the Securities of or within a series under clause (2) of this Section 402 or
(ii) covenant defeasance of the Securities of or within a series under clause
(3) of this Section 402 shall not be applicable with respect to the Securities
of such series, then such provisions, together with the other provisions of
this Section 402 (with such modifications thereto as may be specified pursuant
to Section 301 with respect to any Securities), shall be applicable to such
Securities, and the Company may at its
option by Board Resolution, at any time, with respect to the Securities of or
within such series, elect to have Section
402(2) or Section 402(3) be applied to such Outstanding Securities upon compliance with the conditions set forth
below in this Section 402. Unless otherwise specified pursuant to Section 301
with respect to the Securities of any series, defeasance under clause (2) of
this Section 402 and covenant defeasance under clause (3) of this Section 402
may be effected only with respect to all, and not less than all, of the
Outstanding Securities of any series. To the extent that the terms of any
Security established in or pursuant to this
Indenture permit the Company or any Holder thereof to extend the date on which
any payment of principal of, or premium, if any, or interest, if any, on, or
Additional Amounts, if any, with respect to such Security is due and
payable, then unless otherwise provided pursuant to Section 301, the right to
extend such date shall terminate upon defeasance or covenant defeasance, as the
case may be.



     (2) Upon the Company’s exercise of the above option applicable to this
Section 402(2) with respect to any Securities of or within a series, the
Company shall be deemed to have been discharged from its obligations with
respect to such Outstanding Securities on
the date the conditions set forth in clause (4) of this Section 402 are
satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only
for the purposes of clause (5) of this Section 402 and the other Sections of
this Indenture referred to in clauses (i) through (iv) of this paragraph, and
to have satisfied all of its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense
of the Company, shall execute proper instruments acknowledging the same),
except for the following which shall survive until otherwise terminated or
discharged hereunder: (i) the rights of Holders of such Outstanding Securities
to receive, solely (except as provided in
clause (ii) below) from the trust fund described in clause (4)(a) of this
Section 402 and as more fully set forth in this Section 402 and 403, payments
in respect of the principal of (and premium, if any) and interest, if any, on,
and Additional Amounts, if any, with respect to, such Securities when such payments are due, (ii) the obligations
of the Company and the Trustee with respect to such Securities under Sections
305, 306, 1002, 1003 and, if applicable to the Securities of such series, 1004
(including, without limitation, with respect to the payment of Additional
Amounts, if any, with respect to such Securities as contemplated by



41









 




Section 1004, but only to the extent that the Additional Amounts payable
with respect to such Securities exceed the amount deposited in respect of such
Additional Amounts pursuant to clause (4)(a) of this Section 402)), any rights
of Holders of such Securities (unless otherwise provided pursuant to Section
301 with respect to the Securities of such series) to require the Company to
repurchase or repay, and the obligations of the Company to repurchase or repay,
such Securities at the option of the Holders pursuant to Article Thirteen
hereof, and any rights of Holders of such Securities (unless otherwise provided
pursuant to Section 301 with respect to the Securities of such series) to
convert or exchange, and the obligations of the Company to convert or exchange,
such Securities into Common Stock or other securities or property, (iii) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv)
this Section 402 and Sections 403 and 404. The Company may exercise its option
under this Section 402(2) notwithstanding the prior exercise of its option
under Section 402(3) with respect to such Securities.




     (3) Upon the Company’s exercise of the above option applicable to this
Section 402(3) with respect to any Securities of or within a series, the
Company shall be released from its obligations under clauses (ii) and (iii) of
Section 1005 and under Sections 1006, 1007, 1008 and 1009 and, to the extent
specified pursuant to Section 301, any other covenant applicable to such
Securities with respect to such Securities
and the provisions set forth in Section 501(5) shall cease to be applicable to
such Securities on and after the date the conditions set forth in clause (4) of
this Section 402 are satisfied (hereinafter, “covenant defeasance”), and such
Securities shall thereafter be deemed to
be not “Outstanding” for the purposes of any direction, waiver, consent or
declaration or Act of Holders (and the consequences of any thereof) in
connection with any such covenant or with respect to any Event of Default set
forth in Section 501(5), but shall continue to be deemed “Outstanding” for all
other purposes hereunder. For this purpose, such covenant defeasance means
that (i) with respect to such Outstanding Securities, the Company may omit to comply with, and shall have no
liability in respect of, any term, condition or limitation set forth in any
such Section or any such other covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such Section or such other
covenant or by reason of reference in any such Section or such other covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a default or an Event of Default under Section
501(4) or otherwise, as the case may be, and (ii) the occurrence of any event
or condition specified in Section 501(5) shall not constitute an Event of
Default with respect to such Outstanding Securities, but, except as specified
above, the remainder of this Indenture and such Securities shall be unaffected thereby.



     (4) The following shall be the conditions to application of clause (2) or
(3) of this Section 402 to any Outstanding Securities of or within a series:




     (a) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the
requirements of Section 607 who shall agree to comply with the provisions
of this Section 402 applicable to it) as trust funds in trust for the
purpose of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of such
Securities



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(1) an amount in Dollars or in such
foreign currency in which such Securities are then specified as payable at Stated Maturity or, if such
defeasance or covenant defeasance is to be effected in compliance with
subsection (f) below, on the relevant Redemption Date, as the case may
be, or (2) Government Obligations applicable to such Securities (determined on the basis of the currency in
which such Securities are then specified
as payable at Stated Maturity or, if such defeasance or covenant
defeasance is to be effected in compliance with subsection (f) below, on
the relevant Redemption Date, as the case may be) which through the
scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than one day before
the due date of any payment of principal of (and premium, if any) and
interest, if any, on such Securities, money in an amount, or (3) a combination thereof, in any case,
in an amount, sufficient, without consideration of any reinvestment of
such principal and interest, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and
which shall be applied by the Trustee (or other qualifying trustee) to
pay and discharge, (y) the principal of (and premium, if any) and
interest, if any, on, and, to the extent that such Securities provide for
the payment of Additional Amounts thereon and the amount of any such
Additional Amounts which are or will be payable with respect to the
Securities of such series is at the time of deposit determinable by the
Company (in the exercise by the Company of its reasonable discretion),
any Additional Amounts with respect to, such Outstanding Securities on the Stated Maturity of such principal
or installment of principal or interest or the applicable Redemption
Date, as the case may be, and (z) any mandatory sinking fund payments or
analogous payments applicable to such Outstanding Securities on the day on which such payments are due
and payable in accordance with the terms of this Indenture and of such
Securities.




     (b) Such defeasance or covenant defeasance shall not result in a
breach or violation of, or constitute a default under, this Indenture or
any other material agreement or instrument to which the Company or any
Subsidiary is a party or by which it is bound.




     (a) No Event of Default or event which with notice or lapse of time
or both would become an Event of Default with respect to such Securities shall have occurred and be
continuing on the date of such deposit, and, solely in the case of
defeasance under Section 402(2), or event which with notice or lapse of
time or both shall have occurred and be continuing at any time during the
period ending on and including the 91st day after the date of such
deposit (it being understood that this condition to defeasance under
Section 402(2) shall not be deemed satisfied until the expiration of such
period).




     (b) In the case of defeasance pursuant to Section 402(2), the
Company shall have delivered to the Trustee an opinion of independent
counsel reasonably acceptable to the Trustee stating that (x) the Company
has received from, or there has been published by, the Internal Revenue
Service a ruling, or (y) since the date of this Indenture there has



43









 






been a change in applicable federal income tax law, in either case
to the effect that, and based thereon such opinion of independent counsel
shall confirm that, the Holders of such Outstanding Securities will not recognize income, gain or loss for
federal income tax purposes as a result of such defeasance and will be
subject to federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such defeasance had not
occurred; or, in the case of covenant defeasance pursuant to Section
402(3), the Company shall have delivered to the Trustee an opinion of
independent counsel reasonably acceptable to the Trustee to the effect
that the Holders of such Outstanding Securities and will not recognize income, gain or loss for federal
income tax purposes as a result of such covenant defeasance and will be
subject to federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such covenant defeasance
had not occurred.




     (c) The Company shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance or covenant defeasance, as the case may be,
under this Indenture have been complied with.




     (d) If the monies or Government Obligations or combination thereof,
as the case may be, deposited under clause (a) above are sufficient to
pay the principal of, and premium, if any, and interest, if any, on and,
to the extent provided in such clause (a), Additional Amounts with
respect to, such Securities provided such Securities are redeemed on a
particular Redemption Date, the Company shall have given the Trustee
irrevocable instructions to redeem such Securities on such date and to
provide notice of such redemption to Holders as provided in or pursuant
to this Indenture.




     (e) Notwithstanding any other provisions of this Section 402(4),
such defeasance or covenant defeasance shall be effected in compliance
with any additional or substitute terms, conditions or limitations which
may be imposed on the Company in connection therewith pursuant to Section
301.



     (5) Subject to the provisions of the last paragraph of Section 1003, all
money and Government Obligations (or other property as may be provided pursuant
to Section 301) (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee—collectively for purposes of this Section 402(5) and
Section 403, the “Trustee”) pursuant to clause (4)(a) of Section 402 in respect
of any Outstanding Securities of any series shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent (other
than the Company or any Subsidiary or Affiliate of the Company acting as Paying
Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in
respect of principal (and premium, if any) and interest and Additional Amounts,
if any, but such money need not be segregated from other funds except to the
extent required by law.



     Unless otherwise specified in or pursuant to this Indenture or any
Securities, if, after a deposit referred to in Section 402(4)(a) has been made,
(a) the Holder of a Security in respect of



44









 




which such deposit was made is entitled to, and does, elect pursuant to
Section 301 or the terms of such Security to receive payment in a currency
other than that in which the deposit pursuant to Section 402(4)(a) has been
made in respect of such Security, or (b) a Conversion Event occurs in respect
of the foreign currency in which the deposit pursuant to Section 402(4)(a) has
been made, the indebtedness represented by such Security shall be deemed to have been, and will be, fully
discharged and satisfied through the payment of the principal of (and premium,
if any), and interest, if any, on, and Additional Amounts, if any, with respect
to, such Security as the same becomes due out of the proceeds yielded by
converting (from time to time as specified below in the case of any such
election) the amount or other property deposited in respect of such Security
into the currency in which such Security becomes payable as a result of such
election or Conversion Event based on (x) in the case of payments made pursuant
to clause (a) above, the applicable market exchange rate for such currency in
effect on the second Business Day prior to each payment date, or (y) with
respect to a Conversion Event, the applicable market exchange rate for such
Foreign Currency in effect (as nearly as feasible) at the time of the
Conversion Event.




     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge, imposed on or assessed against the Government Obligations
deposited pursuant to this Section 402 or the principal or interest received in
respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of such Outstanding Securities.



     Anything in this Section 402 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or Government Obligations (or other property and any proceeds therefrom)
held by it as provided in clause (4)(a) of this Section 402 which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect a defeasance or covenant defeasance, as applicable, in accordance with
this Section 402.



     Section 403. Application of Trust Money.



     Subject to the provisions of the last paragraph of Section 1003, all money
and Government Obligations deposited with the Trustee pursuant to Section 401
or 402 shall be held in trust and applied by it, in accordance with the
provisions of the Securities, the Coupons and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
its own Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal, premium, interest and Additional Amounts for whose
payment such money has or Government Obligations have been deposited with or
received by the Trustee; but such money and Government Obligations need not be
segregated from other funds except to the extent required by law.



     Section 404. Reinstatement.



     If the Trustee (or other qualifying trustee appointed pursuant to Section
402(4)(a)) or any Paying Agent is unable to apply any moneys or Government
Obligations deposited pursuant to Section 401(1) or 402(4)(a) to pay any
principal of or premium, if any, or interest, if any, on or



45









 




Additional Amounts, if any, with respect to the Securities of any series
by reason of any legal proceeding or any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company’s obligations under this Indenture and the
Securities of such series shall be revived and reinstated as though no such
deposit had occurred, until such time as the Trustee (or other qualifying
trustee) or Paying Agent is permitted to apply all such moneys and Government
Obligations to pay the principal of and premium, if any, and interest, if any,
on and Additional Amounts, if any, in respect of the Securities of such series
as contemplated by Sections 401 or 402 as the case may be, and Section 403;
provided, however, that if the Company makes any payment of the principal of or
premium, if any, or interest if any, on or Additional Amounts, if any, in
respect of the Securities of such series following the reinstatement of its
obligations as aforesaid, the Company shall be subrogated to the rights of the
Holders of such Securities to receive such payment from the funds held by the
Trustee (or other qualifying trustee) or Paying Agent.




     Section 405. Effect on Subordination Provisions.



     Unless otherwise expressly provided pursuant to Section 301 with respect
to the Subordinated Securities of any series, the provisions of
Article Thirteen
hereof, insofar as they pertain to the Subordinated Securities of such series,
and the Subordination Provisions established pursuant to Section 301(25) with
respect to such series are hereby expressly made subject to the provisions for
satisfaction and discharge set forth in Section 401 hereof and the provisions
for defeasance and covenant defeasance set forth in Section 402 hereof and,
anything herein to the contrary notwithstanding, upon the effectiveness of such
satisfaction and discharge pursuant to Section 401 with respect to the
Securities of such series or any such defeasance or covenant defeasance
pursuant to Section 402 with respect to the Securities of or within such
series, all of the Securities of such series (in the case of satisfaction and
discharge pursuant to Section 401) or the Securities of such series as to which
defeasance or covenant defeasance, as the case may be, shall have become
effective shall thereupon cease to be so subordinated and shall no longer be
subject to the provisions of Article Thirteen  or the Subordination Provisions
established pursuant to Section 301(25) with respect to such Securities and,
without limitation to the foregoing, all moneys, Government Obligations and
other securities or property deposited with the Trustee (or other qualifying
trustee) in trust in connection with such satisfaction and discharge,
defeasance or covenant defeasance, as the case may be, and all proceeds
therefrom may be applied to pay the principal of, premium, if any, and
interest, if any, on, and Additional Amounts, if any, with respect to such
Securities as and when the same shall become due and payable notwithstanding
the provisions of Article Thirteen  or such Subordination Provisions.



ARTICLE FIVE

REMEDIES




     Section 501. Events of Default.



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



46









 




governmental body) unless such event is specifically deleted or modified
in or pursuant to the supplemental indenture, Board Resolution or Officers’
Certificate establishing the terms of such series pursuant to this Indenture:





     (1) default in the payment of any interest on, or any Additional
Amounts payable in respect of any interest on, any of the Securities of
such series when such interest or such
Additional Amounts, as the case may be, become due and payable and
continuance of such default for a period of 30 days; provided that,
during any extension period for that series of Securities, failure to pay
such interest on such series of Securities will not constitute an Event
of Default; or




     (2) default in the payment of any principal of or premium, if any,
on, or any Additional Amounts payable in respect of any principal of or
premium, if any, on, any of the Securities of such series when due
whether at Maturity or otherwise;




     (3) if applicable, failure to deliver the required Securities or
other rights upon an appropriate conversion or exchange election by
Holders of that series of Securities or the related trust preferred
securities;




     (4) default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture or any Security of such series
(other than a covenant or warranty for which the consequences of breach
or nonperformance are addressed elsewhere in this Section 501 or a
covenant or warranty which has expressly been included in this Indenture,
whether or not by means of a supplemental indenture, solely for the
benefit of Securities of a series other than such series), and
continuance of such default or breach (without such default or breach
having been waived in accordance of the provisions of this Indenture) for
a period of 90 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the
Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of such series 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




     (5) certain events in bankruptcy, insolvency or reorganization of
the Company.



     Section 502. Acceleration of Maturity; Rescission and Annulment.



     If an Event of Default with respect to Securities of any series occurs and
is continuing, then either the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Outstanding Securities of any series may
declare the principal of all the Securities of such series, or such lesser
amount as may be provided for in the Securities of such series, and accrued and
unpaid interest, if any, thereon to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by the Holders), and
upon any such declaration such principal or such lesser amount, as the case may
be, and such accrued and unpaid interest shall become immediately due and
payable. If an Event of Default specified in clause (5) of Section 501 with
respect to the Securities of any series occurs, then the principal of all of
the Securities of such series, or such lesser amount as may be provided for in
the Securities of such series, and



47









 




accrued an unpaid interest, if any, thereon shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder of the Securities of such series.




     At any time after Securities of any series have been accelerated and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article provided, the Holders of not less
than a majority in aggregate principal amount of the Outstanding Securities of
such series, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if




     (1) the Company has paid or deposited with the Trustee a sum of
money sufficient to pay (or, to the extent that the terms of the
Securities of such series established pursuant to Section 301 expressly
provide for payment to be made in shares of Common Stock or other
securities or property, shares of Common Stock or other securities or
property, together with cash in lieu of fractional shares or securities,
sufficient to pay)




     (a) all overdue installments of any interest on any Securities
of such series which have
become due otherwise than by such declaration of acceleration and
any Additional Amounts with respect thereto,




     (b) the principal of and any premium on any Securities of such
series which have become due otherwise than by such declaration of
acceleration and any Additional Amounts with respect thereto and,
to the extent permitted by applicable law, interest thereon at the
rate or respective rates, as the case may be, provided for in or
with respect to such Securities, or, if no such rate or rates are
so provided, at the rate or respective rates, as the case may be,
of interest borne by such Securities,




     (c) to the extent permitted by applicable law, interest upon
installments of any interest, if any, which have become due
otherwise than by such declaration of acceleration and any
Additional Amounts with respect thereto at the rate or respective
rates, as the case may be, provided for in or with respect to such
Securities, or, if no such rate or rates are so provided, at the
rate or respective rates, as the case may be, of interest borne by
such Securities, and




     (d) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel and all other amounts due the
Trustee under Section 606; and




     (2) all Events of Default with respect to Securities of such series
other than the non-payment of the principal of, any premium and interest
on, and any Additional Amounts with respect to Securities of such series
which shall have become due solely by such declaration of acceleration,
shall have been cured or waived as provided in Section 513.



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




     Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee.



     The Company covenants that if:




     (1) default is made in the payment of any interest on, or any
Additional Amounts payable in respect of any interest on, any Security or
any Coupon appertaining thereto when such interest or Additional Amounts,
as the case may be, shall have become due and payable and such default
continues for a period of 30 days, or




     (2) default is made in the payment of any principal of or premium,
if any, on, or any Additional Amounts payable in respect of any principal
of or premium, if any, on, any Security at its Maturity,


the Company shall, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities,
the whole amount of money then due and payable with respect to such Securities, with interest upon the overdue principal,
any premium and, to the extent permitted by applicable law, upon any overdue
installments of interest and Additional Amounts at the rate or respective
rates, as the case may be, provided for or with respect to such Securities or,
if no such rate or rates are so provided, at the rate or respective rates, as
the case may be, of interest borne by such Securities, and, in addition
thereto, such further amount of money as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and all other
amounts due to the Trustee under Section 606.




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



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



     Section 504. Trustee May File Proofs of Claim.



     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the



49









 




Company or any other obligor upon the Securities or the property of the
Company or such other obligor or their creditors, the Trustee (irrespective of
whether the principal of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether
the Trustee shall have made any demand on the Company for the payment of any
overdue principal, premium, interest or Additional Amounts) shall be entitled
and empowered, by intervention in such proceeding or otherwise,





     (1) to file and prove a claim for the whole amount, or such lesser
amount as may be provided for in the Securities of such series, of the
principal and any premium, interest and Additional Amounts owing and
unpaid in respect of the Securities
and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim
for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents or counsel) and of the Holders of Securities or
any Coupons allowed in such judicial proceeding, and




     (2) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same;


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders of Securities, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and any other amounts due the
Trustee under Section 606.




     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a
Security any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder of a Security in any such proceeding.



     Section 505. Trustee May Enforce Claims without Possession of Securities or Coupons.



     All rights of action and claims under this Indenture or any of the
Securities may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery or judgment, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, shall be for the ratable benefit of each and every Holder of a
Security in respect of which such judgment has been recovered.



     Section 506. Application of Money Collected.



     Any money collected by the Trustee pursuant to this Article with respect
to the Securities of any series shall be applied in the following order, at the
date or dates fixed by the Trustee and,



50









 




in case of the distribution of such money on account of principal, or any
premium, interest or Additional Amounts, upon presentation of such Securities, if any, appertaining thereto, or both, as the case may be, and
the notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:





     FIRST: To the payment of all amounts due the Trustee and any
predecessor Trustee under Section 606;




     SECOND: If such Securities of such series are Subordinated
Securities, to the payment of amounts then due and unpaid to the holders
of Senior Indebtedness with respect to such series, to the extent
required pursuant to the Subordination Provisions established with
respect to the Securities of such series pursuant to Section 301(25);




     THIRD: To the payment of the amounts then due and unpaid upon the
Securities for principal and any premium, interest and
Additional Amounts in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of any
kind, according to the aggregate amounts due and payable on such
Securities for principal and any premium, interest and
Additional Amounts;




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



     Section 507. Limitations on Suits.



     No Holder of any Security of any series shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless




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




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




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




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




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


it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture or any Security




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to affect, disturb or prejudice the rights of any other such Holders or Holders
of Securities of any other series, or to obtain or to seek to obtain priority
or preference over any other Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all such Holders.






		
	     Section 508. 	Unconditional Right of Holders to Receive Principal and any
Premium, Interest and Additional Amounts; Direct Action by Holders
of Capital Securities.





     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right which is absolute and unconditional to receive
payment of the principal of (and premium, if any) and (subject to Section 307)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such right shall
not be impaired without the consent of such Holder. In the case of Securities
of a series issued to a Webster trust, any holder of the corresponding series
of trust securities issued by such trust shall have the right, upon the
occurrence of an Event of Default described in Section 501(1) or 501(2), to
institute a Direct Action.



     The Company cannot amend this Indenture to remove the foregoing right to
bring a Direct Action without the prior written consent of the Holders of all
of the trust preferred securities outstanding. If such right to bring a Direct
Action is removed, the trust or trusts whose trust preferred securities are
outstanding may become subject to the reporting obligations under the Exchange
Act.



     Notwithstanding any payments made to a Holder of trust preferred
securities by the Company in connection with a Direct Action, the Company will
remain obligated to pay the principal of and premium, if any, and interest on
the related Securities, and the Company will be subrogated to the rights of the
Holder of the trust preferred securities with respect to payments on the trust
preferred securities to the extent of any payments made by the Company to any
Holder in any Direct Action.



     The Holders of the trust preferred securities will not be able to exercise
directly any remedies, other than those set forth in the preceding paragraphs,
available to the Holders of the related Securities unless an Event of Default
has occurred and is continuing under the trust agreement.



     Section 509. Restoration of Rights and Remedies.



     If the Trustee or any Holder of a Security has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case the Company, the Trustee and each such Holder shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee and each such Holder shall continue as though no such proceeding had
been instituted.



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     Section 510. Rights and Remedies Cumulative.



     To the extent permitted by applicable law and except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities in the last paragraph of Section 306, no right or
remedy herein conferred upon or reserved to the Trustee or to each and every
Holder of a Security is intended to be exclusive of any other right
or remedy, and every right and remedy, to the extent permitted by law, shall be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not, to the
extent permitted by law, prevent the concurrent assertion or employment of any
other appropriate right or remedy.



     Section 511. Delay or Omission Not Waiver.



     No delay or omission of the Trustee or of any Holder of any Security to exercise any right or remedy accruing upon any Event of Default
shall, to the extent permitted by applicable law, impair any such right or
remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee
or to any Holder of a Security may, to the extent permitted by
applicable law, be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by such Holder, as the case may be.



     Section 512. Control by Holders of Securities.



     The Holders of a majority in aggregate principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the
Securities of such series, provided that




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




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




     (3) such direction is not unduly prejudicial to the rights of the
other Holders of Securities of such series not joining in such action.



     Section 513. Waiver of Past Defaults.



     The Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities of any series on behalf of the Holders of all the
Securities of such series may waive any
past default hereunder with respect to such series and its consequences, except




     (1) a default in the payment of the principal of, any premium or
interest on, or any Additional Amounts with respect to, any Security of
such series, or



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     (2) in the case of any Securities which are convertible into or
exchangeable for Common Stock or other securities or property, a default
in any such conversion or exchange, or




     (3) a default in respect of a covenant or provision hereof which
under Article Nine cannot be modified or amended without the consent of
the Holder of each Outstanding Security of such series affected.



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



     Section 514. Waiver of Usury, Stay or Extension Laws.



     The Company covenants that (to the extent that it may lawfully do so) it
will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law or any usury law
or any other law wherever enacted, now or at any time hereafter in force, which
would prohibit or forgive the Company from paying all or any portion of the
principal of or premium, if any, or interest, if any on or Additional Amounts,
if any, with respect to any Securities as contemplated herein and therein or
which may affect the covenants or the performance of this Indenture or the
Securities; and the Company (to the extent that it may lawfully do so)
expressly waives all benefit or advantage of any such law and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee or the Holders, but will suffer and permit the execution of every
such power as though no such law had been enacted.



     Section 515. Undertaking for Costs.



     All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken
or omitted by it as Trustee, the filing by any party litigant in such suit of
any undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees and
disbursements, against any party litigant in such suit having due regard to the
merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section 515 shall not apply to any suit instituted
by the Trustee, to any suit instituted by any Holder, or group of Holders,
holding in the aggregate more than 10% in principal amount of Outstanding
Securities of any series, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if any) or
interest, if any, on or Additional Amounts, if any, with respect to any
Security on or after the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on or after the Redemption Date, and,
in the case of repayment at the option of the Holder pursuant to Article
Thirteen hereof, on or after the date for repayment) or for the enforcement of
the right, if any, to convert or exchange any Security into Common Stock or
other securities in accordance with its terms.



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ARTICLE SIX

THE TRUSTEE




     Section 601. Certain Duties and Responsibilities of Trustee.



     Except during the continuance of an Event of Default;



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



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



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



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



          (1) this Subsection shall not be construed to limit the effect of
Subsection (a) of this Section,



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



          (3) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of
Holders pursuant to Section 512 relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture
with respect to the Securities of such series.



     No provision of this Indenture shall require the Trustee to expend or risk
its own funds or otherwise incur any financial liability in the performance of
any of its duties hereunder, or in the exercise of any of its rights or powers,
if there shall be reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured
to it.



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     Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section
601.



     Section 602. Notice of Defaults.



     Within 90 days after actual knowledge by a Responsible Officer of the
Trustee of the occurrence of any default hereunder with respect to the
Securities of any series, the Trustee shall transmit by mail to all Holders of
Securities of such series, as their names and addresses appear in the
Securities Register, notice of such default, unless such default shall have
been cured or waived; provided, however, that, except in the case of a default
in the payment of the principal of (or premium, if any) or interest (including
any Additional Interest) on any Security of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders of Securities of such series; and
provided, further, that, in the case of any default of the character specified
in Section 501(3), no such notice to Holders of Securities of such series shall
be given until at least 30 days after the occurrence thereof. For the purpose
of this Section, the term “default” means any event which is, or after notice
or lapse of time or both would become, an Event of Default with respect to
Securities of such series.



     Section 603. Certain Rights of the Trustee.



     Subject to the provisions of Section 601:



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



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



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



     (d) the Trustee may consult with counsel and the advice of such counsel or
any Opinion of Counsel shall be full and complete authorization and protection
in respect of any action taken, suffered or omitted by it hereunder in good
faith and in reliance thereon;



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



56









 





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



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



     Section 604. Not Responsible for Recitals or Issuance of Securities.



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



     Section 605. May Hold Securities.



     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to
Sections 608 and 613, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other Person.



     Section 606. Money Held in Trust.



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



     Section 607. Compensation and Reimbursement.



     The Company agrees:



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



          (2) to reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its



57









 




agents and counsel), except any such expense, disbursement or advance as
may be attributable to its negligence or bad faith; and




          (3) to indemnify the Trustee for, and to hold it harmless against, any
loss, liability or expense (including the reasonable compensation and the
expenses and disbursements of its agents and counsel) incurred without
negligence or bad faith, arising out of or in connection with the acceptance or
administration of this trust or the performance of its duties hereunder,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers
or duties hereunder. This indemnification shall survive the termination of this
Agreement.



     To secure the Company’s payment obligations in this Section 607, the
Company and the Holders agree that the Trustee shall have a lien prior to the
Securities on all money or property held or collected by the Trustee. Such lien
shall survive the satisfaction and discharge of this Indenture.



     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 501(5) occurs, the expenses and the compensation
for the services are intended to constitute expenses of administration under
the Bankruptcy Reform Act of 1978 or any successor statute.



     Section 608. Disqualification; Conflicting Interests.



     The Trustee for the Securities of any series issued hereunder shall be
subject to the provisions of Section 310(b) of the Trust Indenture Act.
Nothing herein shall prevent the Trustee from filing with the Commission the
application referred to in the second to last paragraph of said Section 301(b).



     Section 609. Corporate Trustee Required; Eligibility.



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



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



     (b) a corporation or other Person organized and doing business under the
laws of a foreign government that is permitted to act as Trustee pursuant to a
rule, regulation or order of the Commission, authorized under such laws to
exercise corporate trust powers, and subject to supervision or examination by
authority of such foreign government or a political subdivision thereof
substantially equivalent to supervision or examination applicable to United
States institutional trustees, in either case having a combined capital and
surplus of at least $50,000,000, subject to supervision or examination by
Federal or State authority. If such corporation publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then, for the purposes of this Section 6.9,
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. If at



58









 





any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 6.9, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article VI. Neither the Company
nor any Person directly or indirectly controlling, controlled by or under
common control with the Company shall serve as Trustee for the Securities of
any series issued hereunder.



     Section 610. Resignation and Removal; Appointment of Successor.



     (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article Six shall become effective until the
acceptance of appointment by the successor Trustee under Section 611.



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



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



     (d) If at any time:



           (1) the Trustee shall fail to comply with Section 608 after written
request therefor by the Company or by any Holder who has been a bona fide
Holder of a Security for at least six months,



           (2) the Trustee shall cease to be eligible under Section 609 and shall
fail to resign after written request therefor by the Company or by any such
Holder, or



           (3) the Trustee shall become incapable of acting or shall be adjudged
bankrupt or insolvent or a receiver of the Trustee or of its property shall be
appointed or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, (i) the Company, acting pursuant to the
authority of a Board Resolution, may remove the Trustee with respect to all
Securities, or (ii) subject to Section 514, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to all Securities and the appointment of a
successor Trustee or Trustees.



     (e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause with respect
to the Securities of one or more series, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee with respect to the Securities of
that or those series. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring



59









 




Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment, become the successor Trustee with respect to
the Securities of such series and supersede the successor Trustee appointed by
the Company. If no successor Trustee with respect to the Securities of any
series shall have been so appointed by the Company or the Holders and accepted
appointment in the manner hereinafter provided, any Holder who has been a bona
fide Holder of a Security for at least six months may, subject to Section 5.14,
on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.




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



     Section 611. Acceptance of Appointment by Successor.



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



     In case of the appointment hereunder of a successor Trustee with respect
to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1)
shall contain such provisions as shall be necessary or desirable to transfer
and confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided



60









 




therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts, and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.




     Upon request of any such successor Trustee, the Company shall execute any
and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all rights, powers and trusts referred to in paragraph
(a) or (b) of this Section 611, as the case may be.



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



     Section 612. Merger, Conversion, Consolidation or Succession to Business.



     Any Corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any Corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
Corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder
(provided that such Corporation shall otherwise be qualified and eligible under
this Article), without the execution or filing of any paper or any further act
on the part of any of the parties hereto. In case any Securities shall have
been authenticated but not delivered by the Trustee then in office, any such
successor to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities. In case any
Securities shall not have been authenticated by such predecessor Trustee, any
such successor Trustee may authenticate and deliver such Securities in either
its own name or that of its predecessor Trustee.



     Section 613. Preferential Collection of Claims Against Company.



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



     Section 614. Appointment of Authenticating Agent.



     The Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original
issue and upon exchange, registration of transfer or partial redemption thereof
or pursuant to Section 306, and Securities so authenticated shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee’s certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf



61









 




of the Trustee by an Authenticating Agent. Each Authenticating Agent shall
be acceptable to the Company and shall at all times be a corporation organized
and doing business under the laws of the United States of America, or of any
State or Territory or the District of Columbia, authorized under such laws to
act as Authenticating Agent, having a combined capital and surplus of not less
than $50,000,000 and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section 614 the combined
capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section 614, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section 614.




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



     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 614, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment in the manner provided in Section 106 to all Holders
of Securities of the series with respect to which such Authenticating Agent
will serve. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provision of this Section 614.



     The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section 614, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 607.



     If an appointment with respect to one or more series is made pursuant to
this Section 614, the Securities of such series may have endorsed thereon, in
addition to the Trustee’s certificate of authentication, an alternative
certificate of authentication in the following form:



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



     Dated:



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	 	[NAME OF TRUSTEE],

As Trustee

 	 
	 	By:  	_____________________________
 	 
	 	As Authenticating Agent	 
	 
	 	By:  	_____________________________
 	 
	 	Authorized Officer 	 



ARTICLE SEVEN

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY





     Section 701. Company to Furnish Trustee Names and Addresses of Holders.



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




     (1) semi-annually, not more than 15 days after [ ] and [ ] in each year, a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders as of [ ] and [ ] of such year, and



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



     excluding from any such list names and addresses received by the Trustee
in its capacity as Securities Registrar.



     Section 702. Preservation of Information, Communications to Holders.



     The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Securities
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.



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



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



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     Section 703. Reports by Trustee.



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



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



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



     Section 704. Reports by Company.



     The Company shall file with the Trustee and with the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at
the times and in the manner provided in the Trust Indenture Act; provided that
any such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act shall be
filed with the Trustee within 15 days after the same is required to be filed
with the Commission. Notwithstanding that the Company may not be required to
remain subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, the Company shall continue to file with the Commission and
provide the Trustee with the annual reports and the information, documents and
other reports which are specified in Sections 13 and 15(d) of the Exchange Act.
The Company also shall comply with the other provisions of Trust Indenture Act
Section 314(a).



ARTICLE EIGHT

CONSOLIDATION, MERGER AND SALES




     Section 801. Company May Consolidate, Etc., Only on Certain Terms.



     The Company shall not, in any transaction or series of related
transactions, consolidate with or merge into any Person or sell, assign,
transfer, lease or otherwise convey all or substantially all its properties and
assets to any Person, unless:




     (1) either (A) the Company shall be the continuing Person (in the
case of a merger), or (B) the successor Person (if other than the
Company) formed by such consolidation or into which the Company is merged
or which acquires by sale, assignment, transfer, lease or other
conveyance all or substantially all the properties and assets of the
Company shall be a corporation organized and existing under the laws of
the United States of America, any state thereof or the District of
Columbia and shall expressly assume, by an indenture (or indentures, if
at such time there is more than one Trustee) supplemental hereto,
executed by such successor corporation and delivered to



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the Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of, any premium and interest on, and
any Additional Amounts with respect to, all the Outstanding Securities
and the due and punctual performance and observance of every obligation
in this Indenture and the Outstanding Securities on the part of the
Company to be performed or observed, and which supplemental indenture
shall provide for conversion or exchange rights in accordance with the
provisions of the Securities of any series that are convertible or
exchangeable into Common Stock or other securities;




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




     (3) either the Company or the successor Person shall have delivered
to the Trustee an Officers’ Certificate and an Opinion of Counsel, each
stating that such consolidation, merger, sale, assignment, transfer,
lease or other conveyance and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture comply with
this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with.



     For purposes of the foregoing, any sale, assignment, transfer, lease or
other conveyance of all or any of the properties and assets of one or more
Subsidiaries of the Company (other than to the Company or another Subsidiary),
which, if such properties and assets were owned by the Company, would
constitute all or substantially all of the Company’s properties and assets,
shall be deemed to be the transfer of all or substantially all of the
properties and assets of the Company.



     Section 802. Successor Person Substituted for Company.



     Upon any consolidation by the Company with or merger of the Company into
any other Person or any sale, assignment, transfer, lease or conveyance of all
or substantially all of the properties and assets of the Company to any Person
in accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or to which such sale,
assignment, transfer, lease or other conveyance is made shall succeed to, and
be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been
named as the Company herein; and thereafter, except in the case of a lease, the
predecessor Person shall be released from all obligations and covenants under
this Indenture, the Securities.



ARTICLE NINE

SUPPLEMENTAL INDENTURES




     Section 901. Supplemental Indentures without Consent of Holders.



     Without the consent of any Holders of
Securities, the Company
(when authorized by or pursuant to a Board Resolution) and the Trustee, at any
time and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the



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Trustee, provided, however, that the form and terms of Securities of any
series may be established by a Board Resolution, as set forth in the Officer’s
Certificate delivered to the Trustee pursuant to Section 301, without entering
into a supplemental indenture for all purposes hereunder, for any of the
following purposes:





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




     (2) to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities (as shall be specified in such
supplemental indenture or indentures) or to surrender any right or power
herein conferred upon the Company with respect to all or any series of
Securities issued under this Indenture (as shall be specified in such
supplemental indenture or indentures); or




     (3) to add to or change any of the provisions of this Indenture to
provide that Bearer Securities may be registrable as to principal, to
change or eliminate any restrictions on the payment of principal of, any
premium or interest on or any Additional Amounts with respect to
Securities, to permit Bearer Securities to be issued in exchange for
Registered Securities, to permit Bearer Securities to be exchanged for
Bearer Securities of other authorized denominations or to permit or
facilitate the issuance of Securities in uncertificated or global form,
provided any such action shall not adversely affect the interests of the
Holders of Securities of any series; or




     (4) to establish the
form or terms of Securities of any series as permitted by Sections 201 and 301,
including, without limitation, any Subordination Provisions and any
conversion or exchange provisions applicable to Securities which are
convertible into or exchangeable for other securities or property, and
any deletions from or additions or changes to this Indenture in
connection therewith (provided that any such deletions, additions and
changes shall not be applicable to any other series of Securities then
Outstanding); or




     (5) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant
to the requirements of Section 609; or




     (6) to cure any ambiguity or to correct or supplement any provision
herein which may be defective or which may be inconsistent with any other
provision herein, or to make any other provisions with respect to matters
or questions arising under this Indenture which shall not adversely
affect the interests of the Holders of Securities of any series then
Outstanding; or




     (7) to add any additional Events of Default with respect to all or
any series of Securities (as shall be specified in such supplemental
indenture); or




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     (8) to supplement any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the defeasance,
covenant defeasance and/or satisfaction and discharge of any series of
Securities pursuant to Article Four, provided that any such action shall
not adversely affect the interests of any Holder of a Security of such
series or any other Security in any material respect; or




     (9) to secure or otherwise or to add guarantees for the benefit of
the Securities; or




     (10) to make provisions with respect to conversion or exchange
rights of Holders of Securities of any series; or




     (11) to amend or supplement any provision contained herein or in any
supplemental indenture or in any Securities (which amendment or
supplement may apply to one or more series of Securities or to one or
more Securities within any series as specified in such supplemental
indenture or indentures), provided that such amendment or supplement does
not apply to any Outstanding Security issued prior to the date of such
supplemental indenture and entitled to the benefits of such provision; or




     (12) in the case of any series of Securities which are convertible
into or exchangeable for Common Stock or other securities or property, to
safeguard or provide for the conversion or exchange rights, as the case
may be, of such Securities in the event of any reclassification or change
of outstanding shares of Common Stock or any merger, consolidation,
statutory share exchange or combination of the Company with or into
another Person or any sale, lease, assignment, transfer, disposition or
other conveyance of all or substantially all of the properties and assets
of the Company to any other Person or other similar transactions, if
expressly required by the terms of such series of Securities established
pursuant to Section 301.




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




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




     (15) [to change or eliminate any of the provisions of this
Indenture, provided that any such change or elimination shall become
effective only when there is no Security Outstanding of any series
created prior to the execution of such supplemental indenture which is
entitled to the benefit of such provision;]




     (16) [to cure any ambiguity, to correct or supplement any provision
herein which may be defective or inconsistent with any other provision
herein, or to make any



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other provisions with respect to matters or questions arising under
this Indenture, provided that such action pursuant to this clause (16)
shall not adversely affect the interest of the Holders of Securities of
any series in any material respect or, in the case of the Securities of a
series issued to a Webster Trust and for so long as any of the
corresponding series of Capital Securities issued by such Webster Trust
shall remain outstanding, the holders of such Capital Securities;]




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



     Section 902. Supplemental Indentures with Consent of Holders.



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




     (1) change the Stated Maturity of the principal of, or premium, if
any, or any installment of interest, if any, on, or any Additional
Amounts, if any, with respect to, any Security, or reduce the principal
amount thereof or the premium, if any, thereon or the rate (or modify the
calculation of such rate) of interest thereon, or reduce the amount
payable upon redemption thereof at the option of the Company or repayment
thereof at the option of the Holder, or reduce any Additional Amounts
payable with respect thereto, or change the obligation of the Company to
pay Additional Amounts pursuant to Section 1004 (except as contemplated
by Section 801(1) and permitted by Section 901(1)), or reduce the amount
of the principal of any Original Issue Discount Security that would be
due and payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 502 or the amount thereof provable in
bankruptcy pursuant to Section 504, or adversely affect the right of
repayment at the option of any Holder as contemplated by Article
Thirteen, or extend the time of payment of interest on any Security or
any Additional Amounts, or change any of the conversion, exchange or
redemption provisions of any Security or change the Place of Payment
where or the currency in which the principal of, any premium or interest
on, or any Additional Amounts with respect to any Security is payable, or
impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date or, in the case of repayment
pursuant to Article Thirteen at the option of the Holder, on or after the
date for repayment) in each case as such Stated Maturity, Redemption Date
or date for repayment may, if applicable, be extended in accordance with
the terms of such Security, or in the
case of any Security which is convertible into or exchangeable for other
securities or property, impair the right to institute suit to enforce the
right to convert or exchange such Security in accordance with its terms,
or



68









 






     (2) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for
any such supplemental indenture, or the consent of whose Holders is
required for any waiver (of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences) provided
for in Section 513 or 1010 of this Indenture, or reduce the requirements
of Section 1504 for quorum or voting, or




     (3) in the case of Subordinated Securities of any series, modify any
of the Subordination Provisions applicable to such Subordinated
Securities or the definition of “Senior Indebtedness” applicable to such
Subordinated Securities in a manner adverse to the Holders of such
Subordinated Securities, or




     (4) modify any of the provisions of this Section, Section 513 or
Section 1010, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding Security affected
thereby, or




     (5) make any change that adversely affects the right, if any, to
convert or exchange any Security for Common Stock or other securities or
property in accordance with its terms;




     (6) change the right of Holders of any Securities to bring a Direct
Action in respect of any required payments or conversion or exchange
rights or impair or affect the right of any Holder of any Securities to
institute suit for the payment of the principal of, or premium, if any,
or any installment of interest, if any, on or any Additional Amounts, if
any, with respect to, any Security or for the conversion or exchange of
any Securities in accordance with their terms.




     (7) [modify the
provisions in Article Thirteen of this Indenture with
respect to the subordination of Outstanding Securities of any series in a
manner adverse to the Holders thereof; provided, further, that, in the
case of the Securities of a series issued to a Webster Trust, so long as
any of the corresponding series of Capital Securities issued by such
Webster Trust remains outstanding, (i) no such amendment shall be made
that adversely affects the holders of such Capital Securities in any
material respect, and no termination of this Indenture shall occur, and
no waiver of any Event of Default or compliance with any covenant under
this Indenture shall be effective, without the prior consent of the
holders of at least a majority of the aggregate liquidation preference of
such Capital Securities then outstanding unless and until the principal
(and premium, if any) of the Securities of such series and all accrued
and, subject to Section 307, unpaid interest (including any Additional
Interest) thereon have been paid in full and (ii) no amendment shall be
made to Section 508 of this Indenture that would impair the rights of the
holders of Capital Securities provided therein without the prior consent
of the holders of each Capital Security then outstanding unless and until
the principal (and premium, if any) of the Securities of such series and
all accrued and (subject to Section 307) unpaid interest (including any
Additional Interest) thereon have been paid in full.]



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     A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which shall have been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.



     Anything in this Indenture to the contrary notwithstanding, if more than
one series of Securities is Outstanding, the Company shall be entitled to enter
into a supplemental indenture under this Section 902 with respect to any one or
more series of Outstanding Securities without entering into a supplemental
indenture with respect to any other series of Outstanding Securities.



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



     Section 903. Execution of Supplemental Indentures.



     As a condition to executing, or accepting the additional trusts created
by, any supplemental indenture permitted by this Article or the modifications
thereby of the trust created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Sections 315(a) through 315(d) of the Trust
Indenture Act) shall be fully protected in relying upon, an Officers’
Certificate and an Opinion of Counsel to the effect that the execution of such
supplemental indenture is authorized or permitted by this Indenture and that
such supplemental indenture has been duly authorized, executed and delivered
by, and is a valid, binding and enforceable obligation of, the Company, subject
to customary exceptions. The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise.



     Section 904. Effect of Supplemental Indentures.



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



     Section 905. Reference in Securities to Supplemental Indentures.



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



70









 





     Section 906. Effect on Senior Indebtedness.



     No supplemental indenture shall directly or indirectly modify or eliminate
the Subordination Provisions or the definition of “Senior Indebtedness”
applicable with respect to the Subordinated Securities of any series in any
manner which might terminate or impair the subordination of such series of
Subordinated Securities to such Senior Indebtedness without the prior written
consent of the Holders of such Senior Indebtedness.



     Section 907. Conformity with Trust Indenture Act.



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



ARTICLE TEN

COVENANTS




     Section 1001. Payment of Principal, Premium, Interest and Additional
Amounts.



     The Company covenants and agrees for the benefit of each series that it will duly and punctually pay the principal
of, any premium and interest on and any Additional Amounts with respect to the
Securities of such series, whether payable in cash, shares of Common Stock or
other securities or property, in accordance with the terms of such
Securities and this Indenture.



     Section 1002. Maintenance of Office or Agency.



     The Company shall maintain in each Place of Payment for any series of
Securities an office or agency where Securities of such series may be presented or surrendered for payment,
and an office or agency where Securities of such series may be surrendered for transfer
or exchange, and where notices
and demands to or upon the Company in respect of the Securities of such series
relating thereto and this Indenture may be served. The Company
initially appoints the Trustee, acting through its Corporate Trust
office, as its agent for said purposes. The Company will give prompt written notice to the Trustee of any change in the




71










 




location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee,
and the Company hereby appoints the Trustee as its agent to receive
all such presentations, surrenders, notices and demands.




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



     Section 1003. Money for Securities Payments to Be Held in Trust.



     If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it shall, on or before each due date of the
principal of, any premium or interest on, or any Additional Amounts with
respect to any of the Securities of such series, segregate and hold



72









 




in trust for the benefit of the Persons entitled thereto a sum in the
Currency or Currencies in which the Securities of such series are payable
sufficient to pay the principal, any premium, interest and Additional Amounts,
as the case may be, so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided, and shall promptly notify
the Trustee of its action or failure so to act.




     Whenever the Company shall have one or more Paying Agents for any series
of Securities, it shall, on or prior to each due date of the principal of, or
any premium or interest on or any Additional Amounts with respect to, any
Securities of such series, deposit with any Paying Agent a sum (in the Currency
or Currencies described in the preceding paragraph) sufficient to pay the
principal, premium, interest and Additional Amounts, as the case may be, so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled thereto, and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee of its action or failure so to act.



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




     (1)      hold all sums held by it for the payment of the principal of,
any premium or interest on or any Additional Amounts with respect to
Securities of such series in trust for the benefit of the Persons
entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as provided in or pursuant to this Indenture;




     (2)     give the Trustee notice of any default by the Company (or any
other obligor upon the Securities of such series) in the making of any
payment of principal, any premium or interest on or any Additional
Amounts with respect to the Securities of such series;




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


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



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



     Any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the



73









 




principal of, any premium or interest on or any Additional Amounts with
respect to any Security of any series or any Coupon appertaining thereto and
remaining unclaimed for two years after such principal or such premium or
interest or Additional Amount shall have become due and payable shall (unless otherwise required
by mandatory provision of applicable escheat or abandoned or
unclaimed property law) be paid
to the Company on Company Request, or (if then held by the Company) shall (unless otherwise required
by mandatory provision of applicable escheat or abandoned or
unclaimed property law) be
discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may, at
the expense of the Company cause to be published once, in a newspaper
published in the English language, customarily published on each
Business Day and of general circulation in the Borough of Manhattan,
The City of New York, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication or mailing nor shall it be
earlier than two years after such principal and any premium or interest or
Additional Amounts shall have become due and payable, any unclaimed balance of
such money then remaining will be repaid to the Company.




     Section 1004.
Additional Amounts.




     In the case of the Securities of a series issued to a Webster Trust, so
long as no Event of Default has occurred and is continuing and except as
otherwise specified as contemplated by Section 201 or Section 301, in the event
that (i) such Webster Trust is the Holder of all of the Outstanding Securities
of such series, (ii) a Tax Event in respect of such Webster Trust shall have
occurred and be continuing and (iii) the Company shall not have (A) redeemed
the Securities of such series pursuant to Section 1107(b) or (B) terminated
such Webster Trust pursuant to Section 902(b) of the related Trust Agreement,
the Company shall pay to such Webster Trust (and its permitted successors or
assigns under the related Trust Agreement) for so long as such Webster Trust
(or its permitted successor or assignee) is the registered holder of any
Securities of such series, such additional amounts as may be necessary in order
that the amount of Distributions (including any Additional Amounts (as defined
in such Trust Agreement)) then due and payable by such Webster Trust on the
related Capital Securities and Common Securities that at any time remain
outstanding in accordance with the terms thereof shall not be reduced as a
result of any Additional Taxes (the “Additional Amounts”). Whenever in this
Indenture or the Securities there is a reference in any context to the payment
of principal of or interest on the Securities, such mention shall be deemed to
include mention of the payments of the Additional Amounts provided for in this
paragraph to the extent that, in such context, Additional Amounts are, were or
would be payable in respect thereof pursuant to the provisions of this
paragraph and express mention of the payment of Additional Amounts (if applicable)
in any provisions hereof shall not be construed as excluding Additional Amounts in
those provisions hereof where such express mention is not made; provided,
however, that the deferral of the payment of interest pursuant to
Section 311 of the Securities shall not deter the payment of any
Additional Amounts that may be due and payable.


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     Section 1005. Corporate Existence.



     Subject to Article Eight, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect (i) the
corporate existence of the Company, (ii) the existence (corporate or other) of
each Significant Subsidiary of the Company and (iii) the rights (charter and
statutory), licenses and franchises of the Company and each of its Significant
Subsidiaries; provided, however, that the Company shall not be required to
preserve the existence (corporate or other) of any of its Significant
Subsidiaries or any such right, license or franchise of the Company or any of
its Significant Subsidiaries if the Board of Directors of the Company
determines that the preservation thereof is no longer desirable in the conduct
of the business of the Company and its Significant Subsidiaries taken as a
whole and that the loss thereof will not be disadvantageous in any material
respect to the Holders.



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     Section 1006. Maintenance of Properties.



     [The Company will, and will cause each Significant Subsidiary to, cause
all its properties used or useful in the conduct of its business to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section shall prevent the Company or
any Significant Subsidiary from discontinuing the operation and maintenance of
any of their respective properties if such discontinuance is, in the judgment
of the Board of Directors of the Company or of any Significant Subsidiary, as
the case may be, desirable in the conduct of its business.]



     Section 1007. Payment of Taxes and Other Claims.



     The Company will, and will cause each Significant Subsidiary to, pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all material taxes, assessments and governmental charges levied
or imposed upon it or upon its income, profits or property, and (2) all lawful
claims for labor, materials and supplies which, if unpaid, might by law become
a lien upon its property; provided, however, that neither the Company nor any
Significant Subsidiary shall be required to pay or discharge or cause to be
paid or discharged any such material tax, assessment, charge or claim whose
amount, applicability or validity is being contested in good faith by
appropriate proceedings.



     Section 1008. Waiver of Certain Covenants.



     The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 1002 to 1007, inclusive, with
respect to the Securities of any series and, if expressly provided pursuant to
Section 301(18), any additional covenants applicable to the Securities of such
series if before the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Securities of such series, by
Act of such Holders, either shall waive such compliance in such instance or
generally shall have waived compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.



     Section 1009. Company Statement as to Compliance.



     The Company shall deliver to the Trustee, within [120] days after the end
of each fiscal year, a written statement (which need not be contained in or
accompanied by an Officers’ Certificate) signed by the principal executive
officer, the principal financial officer or the principal accounting officer of
the Company, stating whether or not, to the best of his or her knowledge, the
Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to notice
requirements or periods of



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grace) and if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which he or she may have
knowledge.




     Section 1010. Additional Covenants.




     The Company covenants and agrees with each Holder of Securities of any
series that it shall not, and it shall not permit any Subsidiary of the Company
to, (a) declare or pay any dividends or distributions on, or redeem purchase,
acquire or make a liquidation payment with respect to, any shares of the
Company’s capital stock (which includes common and preferred stock), or (b)
make any payment of principal of or interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Company (including Securities
other than the Securities of such series) that rank pari passu with or junior
in interest to the Securities of such series or make any guarantee payments
with respect to any guarantee by the Company of debt securities of any
subsidiary of the Company (including Webster Guarantees other than the Webster
Guarantee related to the Capital Securities issued by the Webster Trust holding
Securities of such series) if such guarantee ranks pari passu with or junior in
interest to the Securities (other than (a) dividends or distributions in Common
Stock of the Company, (b) any declaration of a dividend in connection with the
implementation of a rights plan or the issuance of stock under any such plan or
the redemption or repurchase of any such rights pursuant thereto, (c) payments
under the Webster Guarantee related to the Capital Securities issued by
the Webster Trust holding Securities of such series, and (d) purchases of Common
Stock related to the issuance of Common Stock or rights under any of the
Company’s benefit plans for its directors, officers or employees) if at such
time (i) there shall have occurred any event of which the Company has actual
knowledge that (A) with the giving of notice or the lapse of time or both,
would constitute an Event of Default with respect to the Securities of such
series and (B) in respect of which the Company shall not have taken reasonable
steps to cure, (ii) if the Securities of such series are held by a Webster
Trust, the Company shall be in default with respect to its payment of any
obligations under the Webster Guarantee relating to the Capital Securities
issued by such Webster Trust or (iii) the Company shall have given notice of
its election to begin an Extension Period with respect to the Securities of
such series as provided herein and shall not have rescinded such notice, or
such Extension Period, or any extension thereof, shall be continuing.



     The Company also covenants with each Holder of Securities of a series
issued to a Webster Trust (i) to maintain directly or indirectly 100% ownership
of the Common Stock of such trust; provided, however, that any permitted
successor of the Company hereunder may succeed to the Company’s ownership of
such Common Stock, (ii) to use its best efforts to cause such trust that issued
such trust securities (a) to remain a business trust except, in connection with
a distribution of the Securities of such series to the holders of trust
securities in liquidation of such trust the conversion, exchange or redemption
of all of its trust securities, certain mergers, consolidations or
amalgamations permitted by the related trust agreement; (b) to continue
otherwise to be classified as a grantor trust for United States federal income
tax purposes; and (c) to use its best efforts to cause each holder of its trust
securities to be treated as owning an undivided beneficial interest in the
related Securities; and (iii) not to cause, as sponsor of such trust, or to
permit as the holder of its trust common securities, the dissolution,
liquidation or winding-up of such trust, except as provided in the trust
agreement.



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ARTICLE ELEVEN
REDEMPTION OF SECURITIES


 
     Section 1101. Applicability of This Article.



     Redemption of Securities of any series (whether by operation of a sinking
fund or otherwise) as permitted or required by any form of Security issued
pursuant to this Indenture shall be made in accordance with such form of
Security and this Article; provided, however, that if any provision of any such
form of Security shall conflict with any provision of this Article, the
provision of such form of Security shall govern. Except as otherwise set forth
in the form of Security for such series, each Security of such series shall be
subject to partial redemption only in the amount of $100,000 or, in the case of
the Securities of a series issued to a Webster Trust, $100,000, or integral
multiples of $1,000 in excess thereof.



     Section 1102. Election to Redeem; Notice to Trustee.



     The election of the Company to redeem any Securities shall be evidenced by
or pursuant to a Board Resolution. In case of any redemption at the election of
the Company of less than all of the Securities of any particular series and
having the same terms, the Company shall, not less than 30 nor more than 60
days prior to the Redemption Date (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such date and of the
principal amount of Securities of that series to be redeemed. In the case of
any redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities, the Company shall furnish
the Trustee with an Officer’s Certificate and an Opinion of Counsel evidencing
compliance with such restriction.



     Section 1103. Selection of Securities to be Redeemed.



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



     The Trustee shall promptly notify the Company in writing of the Securities
selected for partial redemption and the principal amount thereof to be
redeemed. For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security which has been or is to be
redeemed. If the



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Company shall so direct, Securities registered in the name of the Company,
any Affiliate or any Subsidiary thereof shall not be included in the Securities
selected for redemption.




     Section 1104. Notice of Redemption.




     Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not later than the thirtieth day, and not earlier than the sixtieth day,
prior to the Redemption Date, to each Holder of Securities to be redeemed, at
the address of such Holder as it appears in the Securities Register.



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




     (1)      the Redemption Date;




     (2)      the Redemption Price;




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




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




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




     (6)      that the redemption is for a sinking fund, if such is the case.



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



     Section 1105. Deposit of Redemption Price.



     Prior to 10:00 a.m. New York City time on the Redemption Date specified in
the notice of redemption given as provided in Section 1104, the Company will
deposit with the Trustee or with one or more Paying Agents (or if the Company
is acting as its own Paying Agent, the Company will segregate and hold in trust
as provided in Section 1003) an amount of money sufficient to pay the
Redemption Price of, and any accrued interest (including Additional Interest)
on, all the Securities which are to be redeemed on that date.



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     Section 1106. Payment of Securities Called for Redemption.



     If any notice of redemption has been given as provided in Section 11.4,
the Securities or portion of Securities with respect to which such notice has
been given shall become due and payable on the date and at the place or places
stated in such notice at the applicable Redemption Price. On presentation and
surrender of such Securities at a Place of Payment in said notice specified,
the said securities or the specified portions thereof shall be paid and
redeemed by the Company at the applicable Redemption Price, together with
accrued interest (including any Additional Interest) to the Redemption Date;
provided, however, that, unless otherwise specified as contemplated by Section
301, installments of interest whose Stated Maturity is on or prior to the
Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
307.



     Upon presentation of any Security redeemed in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder thereof,
at the expense of the Company, a new Security or Securities of the same series,
of authorized denominations, in aggregate principal amount equal to the portion
of the Security not redeemed so presented and having the same Original Issue
Date, Stated Maturity and terms. If a Global Security is so surrendered, such
new Security will also be a new Global Security.



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



     Section 1107. Right of Redemption of Securities Initially Issued to a Webster Trust.



     In the case of the Securities of a series initially issued to a Webster
Trust, except as otherwise specified as contemplated by Section 301, the
Company, at its option, may redeem such Securities (i) on or after the date
five years after the Original Issue Date of such Securities, in whole at any
time or in part from time to time, or (ii) upon the occurrence and during the
continuation of a Special Event, at any time within 90 days following the
occurrence of such Special Event in respect of such Webster Trust, in whole
(but not in part), in each case at a Redemption Price equal to 100% of the
principal amount thereof.



ARTICLE TWELVE
SINKING FUNDS




     Section 1201. Applicability of Article.



     The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of any series except as otherwise specified as
contemplated by Section 301 for such Securities.



     The minimum amount of any sinking fund payment provided for by the terms
of any Securities of any series is herein referred to as a “mandatory sinking
fund payment”, and any



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sinking fund payment in excess of such minimum amount which is permitted
to be made by the terms of such Securities of any series is herein referred to
as an “optional sinking fund payment”. If provided for by the terms of any
Securities of any series, the cash amount of any sinking fund payment may be
subject to reduction as provided in Section 1202. Each sinking fund payment
shall be applied to the redemption of Securities of any series as provided for
by the terms of such Securities.




     Section 1202. Satisfaction of Sinking Fund Payments with Securities.



     In lieu of making all or any part of a mandatory sinking fund payment with
respect to any Securities of a series in cash, the Company may at its option,
at any time no more than 16 months and no less than 30 days prior to the date
on which such sinking fund payment is due, deliver to the Trustee Securities of
such series (together with the unmatured coupons, if any, appertaining thereto)
theretofore purchased or otherwise acquired by the Company, except Securities
of such series that have been redeemed through the application of mandatory or
optional sinking fund payments pursuant to the terms of the Securities of such
series, accompanied by a Company Order instructing the Trustee to credit such
obligations and stating that the Securities of such series were originally
issued by the Company by way of bona fide sale or other negotiation for value;
provided, however, that the Securities to be so credited have not been
previously so credited. The Securities to be so credited shall be received and
credited for such purpose by the Trustee at the redemption price for such
Securities, as specified in the Securities so to be redeemed, for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly.



     Section 1203. Redemption of Securities for Sinking Fund.



     Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officer’s
Certificate specifying the amount of the next ensuing sinking fund payment for
such Securities pursuant to the terms of such Securities, the portion thereof,
if any, which is to be satisfied by payment of cash in the currency in which
the Securities of such series are payable (except as provided pursuant to
Section 301) and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities pursuant to Section 1202 and will also
deliver to the Trustee any Securities to be so delivered. Such Officer’s
Certificate shall be irrevocable and upon its delivery the Company shall be
obligated to make the cash payment or payments therein referred to, if any, on
or before the succeeding sinking fund payment date. In the case of the failure
of the Company to deliver such Officer’s Certificate (or, as required by this
Indenture, the Securities and coupons, if any, specified in such Officer’s
Certificate), the sinking fund payment due on the succeeding sinking fund
payment date for such series shall be paid entirely in cash and shall be
sufficient to redeem the principal amount of the Securities of such series
subject to a mandatory sinking fund payment without the right to deliver or
credit securities as provided in Section 1202 and without the right to make the
optional sinking fund payment with respect to such series at such time.



     Any sinking fund payment or payments (mandatory or optional) made in cash
plus any unused balance of any preceding sinking fund payments made with
respect to the Securities of any particular series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent) on
the sinking fund payment date on which such payment is made (or,



81









 




if such payment is made before a sinking fund payment date, on the sinking
fund payment date immediately following the date of such payment) to the
redemption of Securities of such series at the Redemption Price specified in
such Securities with respect to the sinking fund. Any sinking fund moneys not
so applied or allocated by the Trustee (or, if the Company is acting as its own
Paying Agent, segregated and held in trust by the Company as provided in
Section 1003) for such series and together with such payment (or such amount so
segregated) shall be applied in accordance with the provisions of this Section
1203. Any and all sinking fund moneys with respect to the Securities of any
particular series held by the Trustee (or if the Company is acting as its own
Paying Agent, segregated and held in trust as provided in Section 1003) on the
last sinking fund payment date with respect to Securities of such series and
not held for the payment or redemption of particular Securities of such series
shall be applied by the Trustee (or by the Company if the Company is acting as
its own Paying Agent), together with other moneys, if necessary, to be
deposited (or segregated) sufficient for the purpose, to the payment of the
principal of the Securities of such series at Maturity. The Trustee shall
select the Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 1103 and cause notice of the redemption thereof to
be given in the name of and at the expense of the Company in the manner
provided in Section 1104. Such notice having been duly given, the redemption of
such Securities shall be made upon the terms and in the manner stated in
Section 1106. On or before each sinking fund payment date, the Company shall
pay to the Trustee (or, if the Company is acting as its own Paying Agent, the
Company shall segregate and hold in trust as provided in Section 1003) in cash
a sum in the currency in which Securities of such series are payable (except as
provided pursuant to Section 301) equal to the principal and any interest
accrued to the Redemption Date for Securities or portions thereof to be
redeemed on such sinking fund payment date pursuant to this Section 1203.




     Neither the Trustee nor the Company shall redeem any Securities of a
series with sinking fund moneys or mail any notice of redemption of Securities
of such series by operation of the sinking fund for such series during the
continuance of a default in payment of interest, if any, on any Securities of
such series or of any Event of Default (other than an Event of Default
occurring as a consequence of this paragraph) with respect to the Securities of
such series, except that if the notice of redemption shall have been provided
in accordance with the provisions hereof, the Trustee (or the Company, if the
Company is then acting as its own Paying Agent) shall redeem such Securities if
cash sufficient for that purpose shall be deposited with the Trustee (or
segregated by the Company) for that purpose in accordance with the terms of
this Article Twelve. Except as aforesaid, any moneys in the sinking fund for
such series at the time when any such default or Event of Default shall occur
and any moneys thereafter paid into such sinking fund shall, during the
continuance of such default or Event of Default, be held as security for the
payment of the Securities and coupons, if any, of such series; provided,
however, that in case such default or Event of Default shall have been cured or
waived herein, such moneys shall thereafter be applied on the next sinking fund
payment date for the Securities of such series on which such moneys may be
applied pursuant to the provisions of this Section 1203.






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ARTICLE THIRTEEN

SUBORDINATION OF SUBORDINATED SECURITIES




     Section 1301. Securities Subordinate to Senior and Subordinated Debt.



     The Company covenants and agrees, and each Holder of a Security, by its
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article Thirteen, the payment of the
principal of (and premium, if any) and interest (including any Additional
Interest) on each and all of the Securities are hereby expressly made
subordinate and subject in right of payment to the prior payment in full of all
amounts then due and payable in respect of all Senior and Subordinated Debt.



     Section 1302. Payment Over of Proceeds Upon Dissolution, Etc.



     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company (each such event, if any, herein
sometimes referred to as a “Proceeding”), then the holders of Senior and
Subordinated Debt shall be entitled to receive payment in full of Allocable
Amounts of such Senior and Subordinated Debt, or provision shall be made for
such payment in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of Senior and Subordinated Debt, before the Holders of the
Securities are entitled to receive or retain any payment or distribution of any
kind or character, whether in cash, property or securities (including any
payment or distribution which may be payable or deliverable by reason of the
payment of any other Debt of the Company subordinated to the payment of the
Securities, such payment or distribution being hereinafter referred to as a
“Junior Subordinated Payment”), on account of principal of (or premium, if any)
or interest [(including any Additional Interest)] on the Securities or on
account of the purchase or other acquisition of Securities by the Company or
any Subsidiary and to that end the holders of Senior and Subordinated Debt
shall be entitled to receive, for application to the payment thereof, any
payment or distribution of any kind or character, whether in cash, property or
securities, including any Junior Subordinated Payment, which may be payable or
deliverable in respect of the Securities in any such Proceeding.



     In the event that, notwithstanding the foregoing provisions of this
Section 1302, the Trustee or the Holder of any Security shall have received any
payment or distribution of assets of



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the Company of any kind or character, whether in cash, property or
securities, including any Junior Subordinated Payment, before all Allocable
Amounts of all Senior and Subordinated Debt are paid in full or payment thereof
is provided for in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior and Subordinated Debt, and if such fact
shall, at or prior to the time of such payment or distribution, have been made
known to the Trustee or, as the case may be, such Holder, then and in such
event such payment or distribution shall be paid over or delivered forthwith to
the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee,
agent or other Person making payment or distribution of assets of the Company
for application to the payment of all Allocable Amounts of all Senior and
Subordinated Debt remaining unpaid, to the extent necessary to pay all
Allocable Amounts of all Senior and Subordinated Debt in full, after giving
effect to any concurrent payment or distribution to or for the holders of
Senior and Subordinated Debt.




     For
purposes of this Article Thirteen only, the words “any payment or
distribution of any kind or character, whether in cash, property or securities”
shall not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment which securities are subordinated
in right of payment to all then outstanding Senior and Subordinated Debt to
substantially the same extent as the Securities are so subordinated as provided
in this Article Thirteen. The consolidation of the Company with, or the merger
of the Company into, another Person or the liquidation or dissolution of the
Company following the sale of all or substantially all of its properties and
assets as an entirety to another Person upon the terms and conditions set forth
in Article Thirteen shall not be deemed a Proceeding for the purposes of this
Section 1302 if the Person formed by such consolidation or into which the
Company is merged or the Person which acquires by sale such properties and
assets as an entirety, as the case may be, shall, as a part of such
consolidation, merger, or sale comply with the conditions set forth in Article
Eight.





		
	     Section 1303. 	Prior Payment to Senior and Subordinated Debt Upon Acceleration of Securities.





     In the event that any Securities are declared due and payable before their
Stated Maturity, then and in such event the holders of the Senior and
Subordinated Debt outstanding at the time such Securities so become due and
payable shall be entitled to receive payment in full of all Allocable Amounts
due on or in respect of such Senior and Subordinated Debt (including any
amounts due upon acceleration), or provision shall be made for such payment in
cash or cash equivalents or otherwise in a manner satisfactory to the holders
of Senior and Subordinated Debt, before the Holders of the Securities are
entitled to receive any payment or distribution of any kind or character,
whether in cash, properties or securities (including any Junior Subordinated
Payment) by the Company on account of the principal of (or premium, if any) or
interest on the Securities or on account of the purchase or other acquisition
of Securities by the Company or any Subsidiary; provided, however, that nothing
in this Section 1303 shall prevent the satisfaction of any sinking fund payment
in accordance with this Indenture or as otherwise specified as contemplated by
Section 301 for the Securities of any series by delivering and crediting
pursuant to Section 1202 or as otherwise specified as contemplated by Section
301 for the Securities of any series Securities which have been acquired (upon
redemption or otherwise) prior to such declaration of acceleration.



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     In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section 1303, and if such fact shall, at or prior
to the time of such payment, have been made known to the Trustee or, as the
case may be, such Holder, then and in such event such payment shall be paid
over and delivered forthwith to the Company.



     The
provisions of this Section 1303 shall not apply to any payment with
respect to which Section 1302 would be applicable.



     Section 1304. No Payment When Senior and Subordinated Debt in Default.



     In the event and during the continuation of any default in the payment of
principal of (or premium, if any) or interest on any Senior and Subordinated
Debt, or in the event that any event of default with respect to any Senior and
Subordinated Debt shall have occurred and be continuing and shall have resulted
in such Senior and Subordinated Debt becoming or being declared due and payable
prior to the date on which it would otherwise have become due and payable,
unless and until such event of default shall have been cured or waived or shall
have ceased to exist and such acceleration shall have been rescinded or
annulled, or (b) in the event any judicial proceeding shall be pending with
respect to any such default in payment or such event or default, then no
payment or distribution of any kind or character, whether in cash, properties
or securities (including any Junior Subordinated Payment) shall be made by the
Company on account of principal of (or premium, if any) or interest [(including
any Additional Interest)], if any, on the Securities or on account of the
purchase or other acquisition of Securities by the Company or any Subsidiary,
in each case unless and until all Allocable Amounts of such Senior and
Subordinated Debt are paid in full; provided, however, that nothing in this
Section 1304 shall prevent the satisfaction of any sinking fund payment in
accordance with this Indenture or as otherwise specified as contemplated by
Section 301 for the Securities of any series by delivering and crediting
pursuant to Section 1202 or as otherwise specified as contemplated by Section
301 for the Securities of any series Securities which have been acquired (upon
redemption or otherwise) prior to such default in payment or event of default.



     In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section 1304, and if such fact shall, at or prior
to the time of such payment, have been made known to the Trustee or, as the
case may be, such Holder, then and in such event such payment shall be paid
over and delivered forthwith to the Company.



     The
provisions of this Section 1304 shall not apply to any payment with
respect to which Section 1302 would be applicable.



     Section 1305. Payment Permitted If No Default.



     Nothing
contained in this Article Thirteen or elsewhere in this Indenture
or in any of the Securities shall prevent (a) the Company, at any time except
during the pendency of any Proceeding referred to in Section 1302 or under the
conditions described in Sections 1303 and 1304, from making payments at any
time of principal of (and premium, if any) or interest [(including any
Additional Interest)] on the Securities, or (b) the application by the Trustee of



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any money deposited with it hereunder to the payment of or on account of
the principal of (and premium, if any) or interest [(including any Additional
Interest)] on the Securities or the retention of such payment by the Holders,
if, at the time of such application by the Trustee, it did not have knowledge
that such payment would have been prohibited by the provisions of this Article
Sixteen.




     Section 1306. Subrogation to Rights of Holders of Senior and Subordinated Debt.



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



     Section 1307. Provisions Solely to Define Relative Rights.



     The
provisions of this Article Thirteen are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior and Subordinated Debt on the other hand.
Nothing contained in this Article Thirteen or elsewhere in this Indenture or in
the Securities is intended to or shall (a) impair, as between the Company and
the Holders of the Securities, the obligations of the Company, which are
absolute and unconditional, to pay to the Holders of the Securities the
principal of (and premium, if any) and interest [(including any Additional
Interest)] on the Securities as and when the same shall become due and payable
in accordance with their terms; or (b) affect the relative rights against the
Company of the Holders of the Securities and creditors of the Company other
than their rights in relation to the holders of Senior and Subordinated Debt;
or (c) prevent the Trustee or the Holder of any Security from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture including, without limitation, filing and voting claims in any
Proceeding, subject to the rights, if any, under this
Article Thirteen of the
holders of Senior and Subordinated Debt to receive cash, property and
securities otherwise payable or deliverable to the Trustee or such Holder.



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     Section 1308. Trustee to Effectuate Subordination.



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



     Section 1309. No Waiver of Subordination Provisions.



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



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



     Section 1310. Notice to Trustee.



     The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by
the Trustee in respect of the Securities. Notwithstanding the provisions of
this Article Thirteen or any other provision of this Indenture, the Trustee
shall not be charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee in respect of the
Securities, unless and until the Trustee shall have received written notice
thereof from the Company or a holder of Senior and Subordinated Debt or from
any trustee, agent or representative therefor; provided, however, that if the
Trustee shall not have received the notice provided for in this
Section 1310 at
least two Business Days prior to the date upon which by the terms hereof any
monies may become payable for any purpose (including, without limitation, the
payment of the principal of (and premium, if any) or interest [(including any
Additional Interest)] on any Security), then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such monies and to apply the same to the purpose for which they were
received and shall not be affected by any notice to the contrary which may be
received by it within two Business Days prior to such date.



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     Subject to the provisions of Section 601, the Trustee shall be entitled to
rely on the delivery to it of a written notice by a Person representing himself
to be a holder of Senior and Subordinated Debt (or a trustee therefor) to
establish that such notice has been given by a holder of Senior and
Subordinated Debt (or a trustee therefor). In the event that the Trustee
determines in good faith that further evidence is required with respect to the
right of any Person as a holder of Senior and Subordinated Debt to participate
in any payment or distribution pursuant to this Article, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior and Subordinated Debt held by such Person,
the extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under
this Article, and if such evidence is not furnished, the Trustee may defer any
payment to such Person pending judicial determination as to the right of such
Person to receive such payment.



     Section 1311. Reliance on Judicial Order or Certificate of Liquidating Agent.



     Upon any payment or distribution of assets of the Company referred to in
this Article Thirteen, the Trustee, subject to the provisions of Section 601,
and the Holders of the Securities shall be entitled to rely upon any order or
decree entered by any court of competent jurisdiction in which such Proceeding
is pending, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or
to the Holders of Securities, for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of the
Senior and Subordinated Debt and other indebtedness of the Company, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article Thirteen.



     Section 1312. Trustee Not Fiduciary for Holders of Senior and Subordinated Debt.



     The Trustee, in its capacity as trustee under this Indenture, shall not be
deemed to owe any fiduciary duty to the holders of Senior and Subordinated Debt
and shall not be liable to any such holders if it shall in good faith
mistakenly pay over or distribute to Holders of Securities or to the Company or
to any other Person cash, property or securities to which any holders of Senior
and Subordinated Debt shall be entitled by virtue of this Article or otherwise.





		
	     Section 1313. 	Rights of Trustee as Holder of Senior and Subordinated Debt; Preservation of Trustee’s Rights.





     The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article Thirteen with respect to any Senior and Subordinated
Debt which may at any time be held by it, to the same extent as any other
holder of Senior and Subordinated Debt, and nothing in this Indenture shall
deprive the Trustee of any of its rights as such holder.



     Section 1314. Article Applicable to Paying Agents.



     In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term “Trustee”
as used in this Article Thirteen shall in such case (unless the context
otherwise requires) be construed as extending to and



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including such Paying Agent within its meaning as fully for all intents
and purposes as if such Paying Agent were named in this Article Thirteen in
addition to or in place of the Trustee.


     Section 1315. Certain Conversions or Exchanges Deemed Payment.



     For the purposes of this Article Thirteen only, (a) the issuance and
delivery of junior securities upon conversion or exchange of Securities shall
not be deemed to constitute a payment or distribution on account of the
principal of (or premium, if any) or interest [(including any Additional
Interest)] on Securities or on account of the purchase or other acquisition of
Securities, and (b) the payment, issuance or delivery of cash, property or
securities (other than junior securities) upon conversion or exchange of a
Security shall be deemed to constitute payment on account of the principal of
such security. For the purposes of this Section 1315, the term “junior
securities” means (i) shares of any stock of any class of the Company and (ii)
securities of the Company which are subordinated in right of payment to all
Senior and Subordinated Debt which may be outstanding at the time of issuance
or delivery of such securities to substantially the same extent as, or to a
greater extent than, the Securities are so subordinated as provided in this
Article Thirteen.



*    *    *    *    *




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



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



	 	 	 	 	 
	 	 	WEBSTER FINANCIAL CORPORATION
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Name:
	

	 	 	 	Title:
	 
	 	 	 	 
	 
	 	 	 	 
	[SEAL]
	 	 	 	 
	 
	 	 	 	 
	Attest:
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	[NAMES OF TRUSTEE],
	 
	 	 	 	 
	 	 	as Trustee
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Name:
	

	 	 	 	Title:
	 
	 	 	 	 
	 
	 	 	 	 
	[SEAL]
	 	 	 	 
	 
	 	 	 	 
	Attest:
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 





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