FORM OF AMENDED AND RESTATED TRUST AGREEMENT



 





EXHIBIT 4.3




FORM OF AMENDED AND RESTATED TRUST AGREEMENT




OF




WEBSTER CAPITAL TRUST V




Dated as of                                                          




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE I   INTERPRETATION AND DEFINITIONS
	 	 	2	 
	SECTION 1.1 Definitions
	 	 	2	 
	ARTICLE II    TRUST INDENTURE ACT
	 	 	9	 
	SECTION 2.1 Trust Indenture Act; Application
	 	 	9	 
	SECTION 2.2 Lists of Holders of Securities
	 	 	10	 
	SECTION 2.3 Reports by the Property Trustee
	 	 	10	 
	SECTION 2.4 Periodic Reports to Property Trustee
	 	 	10	 
	SECTION 2.5 Evidence of Compliance with Conditions Precedent
	 	 	10	 
	SECTION 2.6 Events of Default; Waiver
	 	 	11	 
	SECTION 2.7 Default; Notice
	 	 	12	 
	ARTICLE III    ORGANIZATION
	 	 	13	 
	SECTION 3.1 Name
	 	 	13	 
	SECTION 3.2 Office
	 	 	13	 
	SECTION 3.3 Purpose
	 	 	14	 
	SECTION 3.4 Authority
	 	 	14	 
	SECTION 3.5 Title to Property of the Trust
	 	 	14	 
	SECTION 3.6 Powers and Duties of the Administrative Trustees
	 	 	14	 
	SECTION 3.7 Prohibition of Actions by the Trust and the Trustees
	 	 	17	 
	SECTION 3.8 Powers and Duties of the Property Trustee
	 	 	18	 
	SECTION 3.9 Certain Duties and Responsibilities of the Property Trustee
	 	 	21	 
	SECTION 3.10 Certain Rights of Property Trustee
	 	 	23	 
	SECTION 3.11 Delaware Trustee
	 	 	25	 
	SECTION 3.12 Execution of Documents
	 	 	25	 
	SECTION 3.13 Not Responsible for Recitals or Issuance of Securities
	 	 	25	 
	SECTION 3.14 Duration of Trust
	 	 	26	 
	SECTION 3.15 Mergers
	 	 	26	 
	ARTICLE IV    SPONSOR
	 	 	28	 
	SECTION 4.1 Sponsor’s Purchase of Common Securities
	 	 	28	 
	SECTION 4.2 Responsibilities of the Sponsor
	 	 	28	 
	SECTION 4.3 Right to Proceed
	 	 	29	 
	SECTION 4.4 Right to Terminate Trust
	 	 	29	 
	ARTICLE V    TRUSTEES
	 	 	29	 
	SECTION 5.1 Number of Trustees; Appointment of Co-Trustee
	 	 	29	 
	SECTION 5.2 Delaware Trustee
	 	 	30	 
	SECTION 5.3 Property Trustee; Eligibility
	 	 	31	 
	SECTION 5.4 Certain Qualifications of Administrative
Trustees and Delaware Trustee Generally
	 	 	32	 
	SECTION 5.5 Administrative Trustees
	 	 	32	 
	SECTION 5.6 Appointment, Removal and Resignation of Trustees
	 	 	32	 







 









 






	 	 	 	 	 
	SECTION 5.7 Vacancies among Trustees
	 	 	34	 
	SECTION 5.8 Effect of Vacancies
	 	 	35	 
	SECTION 5.9 Meetings
	 	 	35	 
	SECTION 5.10 Delegation of Power
	 	 	35	 
	SECTION 5.11 Merger, Conversion, Consolidation or Succession to Bu
	 	 	36	 
	ARTICLE VI    DISTRIBUTIONS
	 	 	36	 
	SECTION 6.1 Distributions
	 	 	36	 
	ARTICLE VII    ISSUANCE OF SECURITIES
	 	 	36	 
	SECTION 7.1 General Provisions Regarding Securities
	 	 	36	 
	SECTION 7.2 Execution and Authentication
	 	 	37	 
	SECTION 7.3 Form and Dating
	 	 	38	 
	SECTION 7.4 Registrar, Paying Agent and Exchange Agent
	 	 	39	 
	SECTION 7.5 Paying Agent to Hold Money in Trust
	 	 	40	 
	SECTION 7.6 Replacement Securities
	 	 	40	 
	SECTION 7.7 Outstanding Capital Securities
	 	 	40	 
	SECTION 7.8 Capital Securities in Treasury
	 	 	41	 
	SECTION 7.9 Temporary Securities
	 	 	41	 
	SECTION 7.10 Cancellation
	 	 	42	 
	ARTICLE VIII    TERMINATION OF TRUST
	 	 	43	 
	SECTION 8.1 Termination of Trust
	 	 	43	 
	ARTICLE IX    TRANSFER OF INTERESTS
	 	 	44	 
	SECTION 9.1 Transfer of Securities
	 	 	44	 
	SECTION 9.2 Transfer Procedures and Restrictions
	 	 	45	 
	SECTION 9.3 Deemed Security Holders
	 	 	49	 
	SECTION 9.4 Book-Entry Interests
	 	 	49	 
	SECTION 9.5 Notices to Clearing Agency
	 	 	50	 
	SECTION 9.6 Appointment of Successor Clearing Agency
	 	 	50	 
	ARTICLE X    LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEE
	 	 	50	 
	SECTION 10.1 Liability
	 	 	50	 
	SECTION 10.2 Exculpation
	 	 	51	 
	SECTION 10.3 Fiduciary Duty
	 	 	51	 
	SECTION 10.4 Indemnification
	 	 	52	 
	SECTION 10.5 Outside Businesses
	 	 	56	 
	ARTICLE XI    ACCOUNTING
	 	 	56	 
	SECTION 11.1 Fiscal Year
	 	 	56	 
	SECTION 11.2 Certain Accounting Matters
	 	 	56	 
	SECTION 11.3 Banking
	 	 	57	 
	SECTION 11.4 Withholding
	 	 	57	 
	ARTICLE XII    AMENDMENTS AND MEETINGS
	 	 	58	 
	SECTION 12.1 Amendments
	 	 	58	 
	SECTION 12.2 Meetings of the Holders; Action by Written Consent
	 	 	60	 
	ARTICLE XIII    REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUST
	 	 	61	 







 









 






	 	 	 	 	 
	SECTION 13.1 Representations and Warranties of Property Trustee
	 	 	61	 
	SECTION 13.2 Representations and Warranties of Delaware Trustee
	 	 	62	 
	ARTICLE XIV    MISCELLANEOUS
	 	 	63	 
	SECTION 14.1 Notices
	 	 	63	 
	SECTION 14.2 Governing Law
	 	 	65	 
	SECTION 14.3 Intention of the Parties
	 	 	65	 
	SECTION 14.4 Headings
	 	 	65	 
	SECTION 14.5 Successors and Assigns
	 	 	65	 
	SECTION 14.6 Partial Enforceability
	 	 	65	 
	SECTION 14.7 Counterparts
	 	 	65	 







CROSS-REFERENCE TABLE*




	 	 	 	 	 
	Section of Trust Indenture Act	 	Section of
	of 1939, as amended
	 	Trust Agreement

	310(a)
	 	 	 	5.3
	310(b)
	 	 	5.3(c), 	5.3 (d)
	311(a)
	 	 	 	2.2(b)
	311(b)
	 	 	 	2.2(b)
	312(a)
	 	 	 	2.2(a)
	312(b)
	 	 	 	2.2(b)
	313
	 	 	 	2.3
	314(a)
	 	 	2.4; 	3.6(j)
	314(c)
	 	 	 	2.5
	315(a)
	 	 	 	3.9
	315(b)
	 	 	 	2.7(a)
	315(c)
	 	 	 	3.9(a)
	315(d)
	 	 	 	3.9(b)
	316(a)
	 	 	 	2.6
	316(c)
	 	 	 	3.6(e)
	317(a)
	 	 	3.8(e); 	3.8(h)
	317(b)
	 	 	3.8(i); 	7.5















	*	 	This Cross-Reference Table does not constitute part of this Trust
Agreement and shall not affect the interpretation of any of its terms or
provisions.




 









 










AMENDED AND RESTATED

TRUST AGREEMENT

OF

WEBSTER CAPITAL TRUST V




Dated as of                                       




               AMENDED AND RESTATED TRUST AGREEMENT (“Trust Agreement”) dated and
effective as of    ,    , by the Trustees (as defined herein), the Sponsor
(as defined herein) and by the holders, from time to time, of undivided
beneficial interests in the Trust to be issued pursuant to this Trust
Agreement;



               WHEREAS, the Trustees and the Sponsor established Webster Capital Trust V
(the “Trust”), a trust formed under the Delaware Statutory Trust Act pursuant
to a Trust Agreement dated as of February 6, 2004 (the “Original Trust
Agreement”), and a Certificate of Trust filed with the Secretary of State of
the State of Delaware on February 6, 2004, for the sole purpose of issuing and
selling certain securities representing undivided beneficial interests in the
assets of the Trust, investing the proceeds thereof in certain Debentures of
the Debenture Issuer (each as hereinafter defined), and engaging in only those
activities necessary, advisable or incidental thereto;



               WHEREAS, prior to the date hereof, no interests in the Trust have been
issued;



               WHEREAS, all of the Trustees and the Sponsor, by this Trust Agreement,
amend and restate each and every term and provision of the Original Trust
Agreement; and



               NOW, THEREFORE, it being the intention of the parties hereto to continue
the Trust as a statutory trust under the Statutory Trust Act and that this
Trust Agreement constitute the governing instrument of such statutory trust,
the Trustees declare that all assets contributed to the Trust will be held in
trust for the benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Trust Agreement and, in
consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt of which is hereby acknowledged, the
parties, intending to be legally bound hereby, agree as follows:



 









 





ARTICLE I

INTERPRETATION AND DEFINITIONS




SECTION 1.1 Definitions.



               Unless the context otherwise requires:




               (a) capitalized terms used in this Trust Agreement but not defined in
the preamble above or elsewhere herein have the respective meanings assigned
to them in this Section 1.1;




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




               (c) all references to “the Trust Agreement” or “this Trust Agreement”
are to this Trust Agreement and each Annex and Exhibit hereto, as modified,
supplemented or amended from time to time;




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




               (e) a term defined in the Trust Indenture Act has the same meaning when
used in this Trust Agreement unless otherwise defined in this Trust Agreement
or unless the context otherwise requires;




               (f) a term defined in the Indenture (as defined herein) has the same
meaning when used in this Trust Agreement unless otherwise defined in this
Trust Agreement or the context otherwise requires; and




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



               “Administrative Trustee” has the meaning set forth in Section 5.1.



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



               “Agent” means any Paying Agent, Registrar or Exchange Agent.



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



               “Book-Entry Interest” means a beneficial interest in the Global Capital
Security registered in the name of a Clearing Agency or its nominee, ownership
and



- 2 -









 







transfers of which shall be maintained and made through book entries by a
Clearing Agency as described in Section 9.4.



               “Business Day” means any day other than a Saturday or a Sunday or a day on
which banking institutions in New York, New York, Newark, Delaware and
Waterbury, Connecticut are authorized or required by law or executive order to
remain closed.



               “Capital Securities” has the meaning specified in Section 7.1(a).



               “Capital Securities Guarantee” means the Capital Securities Guarantee
Agreement, dated as of the Closing Time, by Webster Financial Corporation, in
respect of the Capital Securities.



               “Capital Security Beneficial Owner” means, with respect to a Book-Entry
Interest, a Person who is the beneficial owner of such Book-Entry Interest, as
reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency (directly as a Clearing Agency
Participant or as an indirect participant, in each case in accordance with the
rules of such Clearing Agency).



               “Capital Security Certificate” has the meaning set forth in Section 9.4.



               “Clearing Agency” means an organization registered as a “Clearing Agency”
pursuant to Section 17A of the Exchange Act that is acting as depositary for
the Capital Securities and in whose name or in the name of a nominee of that
organization shall be registered a Global Certificate and which shall undertake
to effect book entry transfers and pledges of the Capital Securities.



               “Clearing Agency Participant” means a broker, dealer, bank, other
financial institution or other Person for whom from time to time the Clearing
Agency effects book entry transfers and pledges of securities deposited with
the Clearing Agency.



               “Closing Time” means the “Closing Time” as defined in the Purchase
Agreement.



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



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



- 3 -









 





               “Common Securities” has the meaning specified in Section 7.1(a).




               “Common Securities Subscription Agreement” means the Common Securities
Subscription Agreement, dated as of the Closing Time, between the Trust and
Webster Financial Corporation, relating to the Common Securities.



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



               “Corporate Trust Office” means the office of the Property Trustee at which
the corporate trust business of the Property Trustee shall, at any particular
time, be principally administered, which office at the date of execution of
this Agreement is located at White Clay Center, Route 273, Newark, Delaware
19711.



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



               “Debenture Issuer” means Webster Financial Corporation, a Delaware
corporation, or any successor entity resulting from any consolidation,
amalgamation, merger or other business combination, in its capacity as issuer
of the Debentures under the Indenture.



               “Debenture Subscription Agreement” means the Debenture Subscription
Agreement, dated as of the Closing Time, between the Debenture Issuer and the
Trust in respect of the Debentures.



               “Debenture Trustee” means    , a    banking
corporation, as trustee under the Indenture until a successor is appointed
thereunder, and thereafter means such successor trustee.



               “Debentures” means the    % Junior Subordinated Deferrable Interest
Debentures due    , Series A, of the Debenture Issuer issued
pursuant to the Indenture.



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



- 4 -









 





               “Definitive Capital Securities” has the meaning set forth in Section
7.3(c).



               “Delaware Trustee” has the meaning set forth in Section 5.1.



               “Direct Action” has the meaning set forth in Section 3.8(e).



               “Distribution” means a distribution payable to Holders in accordance with
Section 6.1.



               “DTC” means The Depository Trust Company, the initial Clearing Agency.



               “Event of Default” in respect of the Securities means an Event of Default
(as defined in the Indenture) that has occurred and is continuing in respect of
the Debentures.



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



               “Exchange Agent” has the meaning set forth in Section 7.4.



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



               “Fiduciary Indemnified Person” has the meaning set forth in Section
10.4(b).



               “Fiscal Year” has the meaning set forth in Section 11.1.



               “Global Capital Security” means a global certificate representing Capital
Securities deposited with, or on behalf of, DTC, or a nominee of DTC, in each
case for credit to an account of a participant in DTC.



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



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



               “Indenture” means the Indenture, dated as of the Closing Time, between the
Debenture Issuer and the Debenture Trustee, as amended from time to time.



- 5 -









 





               “Initial Optional Redemption Date” has the meaning set forth in Section
4(b) of Annex I hereto.



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



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



               “Legal Action” has the meaning set forth in Section 3.6(g).



               “Like Amount” has the meaning set forth in Section 3 of Annex I hereto.



               “List of Holders” has the meaning set forth in Section 2.2(a).



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



               “Officers’ Certificate” means, with respect to any Person, a certificate
signed by the Chairman, the Chief Executive Officer, the President, an
Executive or Senior Vice President, a Vice President, the Chief Financial
Officer, the Secretary or an Assistant Secretary. Any Officers’ Certificate
delivered by the Trust shall be signed by at least one Administrative Trustee.
Any Officers’ Certificate delivered with respect to compliance with a condition
or covenant provided for in this Trust Agreement shall include:




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




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




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



- 6 -









 






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



               “Opinion of Counsel” means a written opinion of counsel, who may be an
employee of the Sponsor, and who shall be acceptable to the Property Trustee.



               “Participants” has the meaning specified in Section 7.3(b).



               “Paying Agent” has the meaning specified in Section 7.4.



               “Payment Amount” has the meaning specified in Section 6.1.



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



               “PORTAL” has the meaning set forth in Section 3.6(b)(iii).



               “Property Trustee” has the meaning set forth in Section 5.3(a).



               “Property Trustee Account” has the meaning set forth in Section 3.8(c)(i).



               “Prospectus Supplement” has the meaning set forth in Section 3.6(b)(i).



               “Purchase Agreement” means the Purchase Agreement, dated    , by
and among the Trust, the Debenture Issuer and the purchaser named therein.



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



               “Registrar” has the meaning set forth in Section 7.4.



               “Regulatory Capital Event” has the meaning set forth in Section 4(c) of
Annex I hereto.



               “Related Party” means, with respect to the Sponsor, any direct or indirect
wholly owned subsidiary of the Sponsor or any other Person that owns, directly
or indirectly, 100% of the outstanding voting securities of the Sponsor.



               “Responsible Officer” means any officer within the Corporate Trust Office
of the Property Trustee with direct responsibility for the administration of



- 7 -









 







this Trust Agreement and also means, with respect to a particular corporate
trust matter, any other officer of the Property Trustee to whom such matter is
referred because of that officer’s knowledge of and familiarity with the
particular subject.



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



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




               “Special Event” has the meaning set forth in Section 4(c) of Annex I
hereto.



               “Special Event Redemption Price” has the meaning set forth in Section 4(c)
of Annex I hereto.



               “Sponsor” means Webster Financial Corporation, a Delaware corporation, or
any successor entity resulting from any merger, consolidation, amalgamation or
other business combination, in its capacity as sponsor of the Trust.



               “Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code,
12 Del. Code Section 3801 et seq., as it may be amended from time to time, or
any successor legislation.



               “Successor Delaware Trustee” has the meaning set forth in Section
5.6(b)(ii).



               “Successor Entity” has the meaning set forth in Section 3.15(b)(i).



               “Successor Property Trustee” has the meaning set forth in Section
3.8(f)(ii).



               “Successor Securities” has the meaning set forth in Section 3.15(b)(i).



               “Super Majority” has the meaning set forth in Section 2.6(a)(ii).



               “Tax Event” has the meaning set forth in Section 4(c) of Annex I hereto.



               “10% in liquidation amount” means, with respect to the Trust Securities,
except as provided in the terms of the Capital Securities or by the Trust



- 8 -









 







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



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



               “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended
from time to time, or any successor legislation.



               “Trustee” or “Trustees” means each Person who has signed this Trust
Agreement as a trustee, so long as such Person shall continue as a trustee of
the Trust in accordance with the terms hereof, and all other Persons who may
from time to time be duly appointed, qualified and serving as Trustees in
accordance with the provisions hereof, and references herein to a Trustee or
the Trustees shall refer to such Person or Persons solely in their capacity as
trustees hereunder.



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



ARTICLE II

TRUST INDENTURE ACT




SECTION 2.1 Trust Indenture Act; Application.



               (a) This Trust Agreement is subject to the provisions of the Trust
Indenture Act that are required to be part of this Trust Agreement in order for
this Trust Agreement to be qualified under the Trust Indenture Act and shall,
to the extent applicable, be governed by such provisions.



               (b) The Property Trustee shall be the only Trustee which is a Trustee for
the purposes of the Trust Indenture Act.



               (c) If and to the extent that any provision of this Trust Agreement
limits, qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.



- 9 -









 





               (d) The application of the Trust Indenture Act to this Trust Agreement
shall not affect the nature of the Securities as equity securities representing
undivided beneficial interests in the assets of the Trust.



SECTION 2.2 Lists of Holders of Securities.



               (a) Each of the Sponsor and the Administrative Trustees on behalf of the
Trust shall provide the Property Trustee, unless the Property Trustee is
Registrar for the Securities, (i) within 14 days after each record date for
payment of Distributions, a list, in such form as the Property Trustee may
reasonably require, of the names and addresses of the Holders (“List of
Holders”) as of such record date, provided that neither the Sponsor nor the
Administrative Trustees on behalf of the Trust shall be obligated to provide
such List of Holders at any time that the List of Holders does not differ from
the most recent List of Holders given to the Property Trustee by the Sponsor
and the Administrative Trustees on behalf of the Trust, and (ii) at any other
time, within 30 days of receipt by the Trust of a written request for a List of
Holders as of a date no more than 14 days before such List of Holders is given
to the Property Trustee. The Property Trustee shall preserve, in as current a
form as is reasonably practicable, all information contained in Lists of
Holders given to it or which it receives in the capacity as Paying Agent (if
acting in such capacity), provided that the Property Trustee may destroy any
List of Holders previously given to it on receipt of a new List of Holders.



               (b) The Property Trustee shall comply with its obligations under Section
311(a), 311(b) and 312(b) of the Trust Indenture Act.



SECTION 2.3 Reports by the Property Trustee.



               Within 60 days after June 1 of each year, commencing June 1,    , the
Property Trustee shall provide to the Holders of the Capital Securities such
reports as are required by Section 313 of the Trust Indenture Act, if any, in
the form and in the manner provided by Section 313 of the Trust Indenture Act.
The Property Trustee shall also comply with the requirements of Section 313(d)
of the Trust Indenture Act.



SECTION 2.4 Periodic Reports to Property Trustee.



               Each of the Sponsor and the Administrative Trustees on behalf of the Trust
shall provide to the Property Trustee such documents, reports and information
as are required by Section 314 (if any) of the Trust Indenture Act and the
compliance certificate required by Section 314 of the Trust Indenture Act in
the form, in the manner and at the times required by Section 314 of the Trust
Indenture Act.



SECTION 2.5 Evidence of Compliance with Conditions Precedent.



- 10 -









 





               Each of the Sponsor and the Administrative Trustees on behalf of the Trust
shall provide to the Property Trustee such evidence of compliance with any
conditions precedent provided for in this Trust Agreement that relate to any of
the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer pursuant to Section
314(c)(1) of the Trust Indenture Act may be given in the form of an Officers’
Certificate.



SECTION 2.6 Events of Default; Waiver.



               (a) The Holders of a Majority in liquidation amount of Capital Securities
may, by vote, on behalf of the Holders of all of the Capital Securities, waive
any past Event of Default in respect of the Capital Securities and its
consequences, provided that, if the underlying Event of Default under the
Indenture:




               (i) is not waivable under the Indenture, the Event of Default under the
Trust Agreement shall also not be waivable; or




               (ii) requires the consent or vote of greater than a majority in
aggregate principal amount of the holders of the Debentures (a “Super
Majority”) to be waived under the Indenture, the Event of Default under the
Trust Agreement may only be waived by the vote of the Holders of at least the
proportion in aggregate liquidation amount of the Capital Securities that the
relevant Super Majority represents of the aggregate principal amount of the
Debentures outstanding.



               The foregoing provisions of this Section 2.6(a) shall be in lieu of
Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B)
of the Trust Indenture Act is hereby expressly excluded from this Trust
Agreement and the Securities, as permitted by the Trust Indenture Act. Upon
such waiver, any such Default shall cease to exist, and any Event of Default
with respect to the Capital Securities arising therefrom shall be deemed to
have been cured, for every purpose of this Trust Agreement, but no such waiver
shall extend to any subsequent or other Default or an Event of Default with
respect to the Capital Securities or impair any right consequent thereon. Any
waiver by the Holders of the Capital Securities of an Event of Default with
respect to the Capital Securities shall also be deemed to constitute a waiver
by the Holders of the Common Securities of any such Event of Default with
respect to the Common Securities for all purposes of this Trust Agreement
without any further act, vote, or consent of the Holders of the Common
Securities.



               (b) The Holders of a Majority in liquidation amount of the Common
Securities may, by vote, on behalf of the Holders of all of the Common
Securities, waive any past Event of Default with respect to the Common
Securities and its consequences, provided that, if the underlying Event of
Default under the Indenture:



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               (i) is not waivable under the Indenture, except where the Holders of the
Common Securities are deemed to have waived such Event of Default under the
Trust Agreement as provided below in this Section 2.6(b), the Event of
Default under the Trust Agreement shall also not be waivable; or




               (ii) requires the consent or vote of a Super Majority to be waived,
except where the Holders of the Common Securities are deemed to have waived
such Event of Default under the Trust Agreement as provided below in this
Section 2.6(b), the Event of Default under the Trust Agreement may only be
waived by the vote of the Holders of at least the proportion in aggregate
liquidation amount of the Common Securities that the relevant Super Majority
represents of the aggregate principal amount of the Debentures outstanding;


provided further, each Holder of Common Securities will be deemed to have
waived any such Event of Default and all Events of Default with respect to the
Common Securities and their consequences if all Events of Default with respect
to the Capital Securities have been cured, waived or otherwise eliminated, and
until such Events of Default have been so cured, waived or otherwise
eliminated, the Property Trustee will be deemed to be acting solely on behalf
of the Holders of the Capital Securities and only the Holders of the Capital
Securities will have the right to direct the Property Trustee in accordance
with the terms of the Securities. The foregoing provisions of this Section
2.6(b) shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust
Indenture Act and such Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust
Indenture Act are hereby expressly excluded from this Trust Agreement and
the Securities, as permitted by the Trust Indenture Act. Subject to the
foregoing provisions of this Section 2.6(b), upon such waiver, any such Default
shall cease to exist and any Event of Default with respect to the Common
Securities arising therefrom shall be deemed to have been cured for every
purpose of this Trust Agreement, but no such waiver shall extend to any
subsequent or other Default or Event of Default with respect to the Common
Securities or impair any right consequent thereon.




               (c) A waiver of an Event of Default under the Indenture by the Property
Trustee, at the direction of the Holders of the Capital Securities, constitutes
a waiver of the corresponding Event of Default under this Trust Agreement. The
foregoing provisions of this Section 2.6(c) shall be in lieu of Section
316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the
Trust Indenture Act is hereby expressly excluded from this Trust Agreement and
the Securities, as permitted by the Trust Indenture Act.



SECTION 2.7 Default; Notice.



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               (a) The Property Trustee shall, within 90 days after a Responsible Officer
obtains actual knowledge of the occurrence of a Default with respect to the
Securities, transmit by mail, first class postage prepaid, to the Holders,
notices of all such Defaults, unless such Defaults have been cured before the
giving of such notice or previously waived; provided, however, that except in
the case of a Default arising from the nonpayment of principal of (or premium,
if any) or interest (including Compounded Interest and Additional Sums (as such
terms are defined in the Indenture), if any) on the Debentures, the Property
Trustee shall be protected in withholding such notice if and so long as a
Responsible Officer in good faith determines that the withholding of such
notice is in the interests of the Holders.



               (b) The Property Trustee shall not be deemed to have knowledge of any
Default or Event of Default except:



               (i) a Default or Event of Default under Sections    (other than the
payment of Compounded Interest and Additional Sums) and    of the
Indenture; or




               (ii) any Default or Event of Default as to which the Property Trustee
shall have received written notice or of which a Responsible Officer charged
with the administration of the Trust Agreement shall have actual knowledge.



               (c) Within ten Business Days after a Responsible Officer obtains actual
knowledge of the occurrence of any Event of Default, the Property Trustee shall
transmit notice of such Event of Default to the Holders of the Capital
Securities, the Administrative Trustees and the Sponsor, unless such Event of
Default shall have been cured or waived. The Sponsor and the Administrative
Trustees shall file annually with the Property Trustee a certification as to
whether or not they are in compliance with all the conditions and covenants
applicable to them under this Trust Agreement.



ARTICLE III

ORGANIZATION




SECTION 3.1 Name.



               The Trust is named “Webster Capital Trust V” as such name may be modified
from time to time by the Administrative Trustees following written notice to
the Delaware Trustee, the Property Trustee and the Holders. The Trust’s
activities may be conducted under the name of the Trust or any other name
deemed advisable by the Administrative Trustees.



SECTION 3.2 Office.



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               The address of the principal office of the Trust is c/o Webster Financial
Corporation, Webster Plaza, 145 Bank Street, Waterbury, Connecticut 06702. On
ten Business Days’ prior written notice to the Delaware Trustee, the Property
Trustee and the Holders of Securities, the Administrative Trustees may
designate another principal office.



SECTION 3.3 Purpose.



               The exclusive purposes and functions of the Trust are (a) to issue and
sell Securities, (b) use the proceeds from the sale of the Securities to
acquire the Debentures, and (c) except as otherwise limited herein, to engage
in only those other activities necessary, advisable or incidental thereto,
including without limitation, those activities specified in Sections 3.6, 3.8,
3.9, 3.10, 3.11 and/or 3.12. The Trust shall not borrow money, issue debt or
reinvest proceeds derived from investments, mortgage or pledge any of its
assets, or otherwise undertake (or permit to be undertaken) any activity that
would cause the Trust not to be classified for United States federal
income tax purposes as a grantor trust.



SECTION 3.4 Authority.



               Subject to the limitations provided in this Trust Agreement and to the
specific duties of the Property Trustee, the Administrative Trustees shall have
exclusive and complete authority to carry out the purposes of the Trust. An
action taken by one or more of the Administrative Trustees in accordance with
their powers shall constitute the act of and serve to bind the Trust and an
action taken by the Property Trustee on behalf of the Trust in accordance with
its powers shall constitute the act of and serve to bind the Trust. In dealing
with the Trustees acting on behalf of the Trust, no Person shall be required to
inquire into the authority of the Trustees to bind the Trust. Persons dealing
with the Trust are entitled to rely conclusively on the power and authority of
the Trustees as set forth in this Trust Agreement.



SECTION 3.5 Title to Property of the Trust.



               Except as provided in Section 3.8 with respect to the Debentures and the
Property Trustee Account or as otherwise provided in this Trust Agreement,
legal title to all assets of the Trust shall be vested in the Trust. The
Holders shall not have legal title to any part of the assets of the Trust, but
shall have an undivided beneficial interest in the assets of the Trust.



SECTION 3.6 Powers and Duties of the Administrative Trustees.



               The Administrative Trustees shall have the exclusive power, duty and
authority, and are hereby authorized and directed, to cause the Trust to engage
in the following activities:



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               (a) to execute, enter into and deliver the Common Securities Subscription
Agreement and to execute, deliver, issue and sell the Securities in accordance
with this Trust Agreement; provided, however, that except as contemplated in
Section 7.1(a), (i) the Trust may issue no more than one series of Capital
Securities and no more than one series of Common Securities, (ii) there shall
be no interests in the Trust other than the Securities, and (iii) the issuance
of Securities shall be limited to a simultaneous issuance of both Capital
Securities and Common Securities at the Closing Time;



               (b) in connection with the issue and sale of the Capital Securities, at
the direction of the Sponsor, to:




               (i) prepare and execute, if necessary, a Prospectus Supplement (the
“Prospectus Supplement”) in preliminary and final form prepared by the
Sponsor, in relation to the sale of Capital Securities;




               (ii) execute and file any documents prepared by the Sponsor, or take any
acts as determined by the Sponsor to be necessary in order to qualify or
register all or part of the Capital Securities in any State in which the
Sponsor has determined to qualify or register such Capital Securities for
sale;




               (iii) execute and file an application, prepared by the Sponsor, to
permit the Capital Securities to trade or be quoted or listed in or on the
Private Offerings, Resales and Trading through Automated Linkages (“PORTAL”)
Market or any other securities exchange, quotation system or the Nasdaq Stock
Market’s National Market;




               (iv) execute and deliver letters, documents, or instruments with DTC and
other Clearing Agencies relating to the Capital Securities; and




               (v) execute, enter into and deliver the Purchase Agreement providing
for, among other things, the sale of the Capital Securities;



               (c) to execute, enter into and deliver the Debenture Subscription
Agreement, to acquire the Debentures with the proceeds of the sale of the
Capital Securities and the Common Securities; provided, however, that the
Administrative Trustees shall cause legal title to the Debentures to be held of
record in the name of the Property Trustee for the benefit of the Holders;



               (d) to give the Sponsor and the Property Trustee prompt written notice of
the occurrence of a Special Event;



               (e) to establish a record date with respect to all actions to be taken
hereunder that require a record date be established, including and with respect
to,



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for the purposes of Section 316(c) of the Trust Indenture Act, Distributions,
voting rights, redemptions and exchanges, and to issue relevant notices to the
Holders of Capital Securities and Holders of Common Securities as to such
actions and applicable record dates;



               (f) to take all actions and perform such duties as may be required of the
Administrative Trustees pursuant to the terms of the Securities;



               (g) to the fullest extent permitted by law, to bring or defend, pay,
collect, compromise, arbitrate, resort to legal action, or otherwise adjust
claims or demands of or against the Trust (“Legal Action”), unless pursuant to
Section 3.8(e), the Property Trustee has the exclusive power to bring such
Legal Action;



               (h) to employ or otherwise engage employees and agents (who may be
designated as officers with titles) and managers, contractors, advisors, and
consultants and pay reasonable compensation for such services;



               (i) to cause the Trust to comply with the Trust’s obligations under the
Trust Indenture Act;



               (j) to give the certificate required by Section 314(a)(4) of the Trust
Indenture Act to the Property Trustee, which certificate may be executed by any
Administrative Trustee;



               (k) to incur expenses that are necessary or incidental to carry out any of
the purposes of the Trust;



               (l) to act as, or appoint another Person to act as, Registrar and Exchange
Agent for the Securities or to appoint a Paying Agent for the Securities as
provided in Section 7.4 except for such time as such power to appoint a Paying
Agent is vested in the Property Trustee;



               (m) to give prompt written notice to the Property Trustee and to Holders
of any notice received from the Debenture Issuer of its election to defer
payments of interest on the Debentures by extending the interest payment period
under the Indenture;



               (n) to take all action that may be necessary or appropriate for the
preservation and the continuation of the Trust’s valid existence, rights,
franchises and privileges as a statutory trust under the laws of the State of
Delaware and of each other jurisdiction in which such existence is necessary to
protect the limited liability of the Holders or to enable the Trust to effect
the purposes for which the Trust was created;




- 16 -










 





          (o) to take any action, not inconsistent with this Trust
Agreement or with applicable law, that the Administrative Trustees determine in
their discretion to be necessary or desirable in carrying out the activities of
the Trust as set out in this Section 3.6, including, but not limited to:




     (i) causing the Trust not to be deemed to be an Investment
Company required to be registered under the Investment Company Act;




     (ii) causing the Trust to continue to be classified for United
States federal income tax purposes as a grantor trust; and




     (iii) cooperating with the Debenture Issuer to ensure that the
Debentures will be treated as indebtedness of the Debenture Issuer for
United States federal income tax purposes;



          (p) to take all action necessary to cause all applicable tax
returns and tax information reports that are required to be filed with respect
to the Trust to be duly prepared and filed by the Administrative Trustees, on
behalf of the Trust; and



          (q) to execute and deliver all documents or instruments,
perform all duties and powers, and do all things for and on behalf of the Trust
in all matters necessary, advisable or incidental to the foregoing.



          The Administrative Trustees must exercise the powers set forth
in this Section 3.6 in a manner that is consistent with the purposes and
functions of the Trust set out in Section 3.3, and the Administrative Trustees
shall not take any action that is inconsistent with the purposes and functions
of the Trust set forth in Section 3.3.



          Subject to this Section 3.6, the Administrative Trustees shall
have none of the powers or the authority of the Property Trustee set forth in
Section 3.8.



          Any expenses incurred by the Administrative Trustees pursuant
to this Section 3.6 shall be reimbursed by the Debenture Issuer.


SECTION 3.7 Prohibition of Actions by the Trust and the Trustees.




          The Trust shall not, and the Trustees (including the Property
Trustee and the Delaware Trustee) shall not, and the Administrative Trustees
shall cause the Trust not to, engage in any activity other than as required or
authorized by this Trust Agreement. The Trust shall not:



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




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




     (iii) possess Trust Property for other than a Trust purpose or
execute any mortgage in respect of, or pledge, any Trust Property;




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




     (v) possess any power or otherwise act in such a way as to
vary the Trust Property or the terms of the Securities in any way
whatsoever;




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




     (vii) other than as provided in this Trust Agreement or Annex
I hereto, (A) direct the time, method and place of conducting any
proceeding with respect to any remedy available to the Debenture
Trustee, or exercising any trust or power conferred upon the Debenture
Trustee with respect to the Debentures, (B) waive any past default that
is waivable under the Indenture, or (C) exercise any right to rescind
or annul any declaration that the principal of all the Debentures shall
be due and payable; or




     (viii) consent to any amendment, modification or termination
of the Indenture or the Debentures where such consent shall be required
unless the Trust shall have received an opinion of independent tax
counsel experienced in such matters to the effect that such amendment,
modification or termination will not cause more than an insubstantial
risk that the Trust will not be classified as a grantor trust for
United States federal income tax purposes.


SECTION 3.8 Powers and Duties of the Property Trustee.




          (a) The legal title to the Debentures shall be owned by and
held of record in the name of the Property Trustee in trust for the benefit of
the Trust and the Holders. The right, title and interest of the Property
Trustee
to the Debentures shall vest automatically in each Person who may hereafter be
appointed as Property Trustee in accordance with Section 5.6. Such vesting and
cessation of title shall be effective whether or not conveyance documents with
regard to the Debentures have been executed and delivered.



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          (b) The Property Trustee shall not transfer its right, title
and interest in the Debentures to the Administrative Trustees or to the
Delaware
Trustee (if the Property Trustee does not also act as Delaware Trustee).



          (c) The Property Trustee shall:




     (i) establish and maintain a segregated non-interest bearing
trust account (the “Property Trustee Account”) in the name of and under
the exclusive control of the Property Trustee on behalf of the Holders
and, upon the receipt of payments of funds made in respect of the
Debentures held by the Property Trustee, deposit such funds into the
Property Trustee Account and make payments or cause the Paying Agent to
make payments to the Holders from the Property Trustee Account in
accordance with Section 6.1; funds in the Property Trustee Account
shall be held uninvested until disbursed in accordance with this Trust
Agreement; and the Property Trustee Account shall be an account that is
maintained with a banking institution the rating on whose long-term
unsecured indebtedness by a “nationally recognized statistical rating
organization”, as that term is defined for purposes of Rule 436(g)(2)
under the Securities Act, is at least equal to the rating assigned to
the Capital Securities;




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




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



          (d) The Property Trustee shall take all actions and perform
such duties as may be specifically required of the Property Trustee pursuant to
the terms of this Trust Agreement and the Securities.



          (e) Subject to Section 3.9(a), the Property Trustee shall take
any Legal Action which arises out of or in connection with an Event of Default
of which a Responsible Officer has actual knowledge or the Property Trustee’s
duties and obligations under this Trust Agreement or the Trust Indenture Act
and
if the Property Trustee shall have failed to take such Legal Action, the
Holders
of the Capital Securities may take such Legal Action, to the same extent as if
such Holders of Capital Securities held an aggregate principal amount of
Debentures equal to the aggregate liquidation amount of such Capital
Securities,
without first proceeding against the Property Trustee or the Trust; provided,
however, that if an Event of Default has occurred and is continuing and such
event is attributable to



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the failure of the Debenture Issuer to pay the principal of or premium, if any,
or interest (including Compounded Interest and Additional Sums, if any) on the
Debentures on the date such principal, premium, if any, or interest (including
Compounded Interest and Additional Sums, if any) is otherwise payable (or in
the
case of redemption, on the redemption date), then a Holder of Capital
Securities
may directly institute a proceeding for enforcement of payment to such Holder
of
the principal of or premium, if any or interest (including Compounded Interest
and Additional Sums, if any) on the Debentures having a principal amount equal
to the aggregate liquidation amount of the Capital Securities of such Holder (a
“Direct Action”) on or after the respective due date specified in the
Debentures. In connection with such Direct Action, the rights of the Holders of
the Common Securities will be subrogated to the rights of such Holder of
Capital
Securities to the extent of any payment made by the Debenture Issuer to such
Holder of Capital Securities in such Direct Action. Except as provided in the
preceding sentences, the Holders of Capital Securities will not be able to
exercise directly any other remedy available to the holders of the Debentures.



          (f) The Property Trustee shall continue to serve as a Trustee
until either:




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




     (ii) a successor Property Trustee has been appointed and has
accepted that appointment in accordance with Section 5.6 (a “Successor
Property Trustee”).



          (g) The Property Trustee shall have the legal power to
exercise all of the rights, powers and privileges of a holder of Debentures
under the Indenture and, if an Event of Default actually known to a Responsible
Officer occurs and is continuing, the Property Trustee shall, for the benefit
of
Holders, enforce its rights as holder of the Debentures subject to the rights
of
the Holders pursuant to the terms of this Trust Agreement and the Securities.



          (h) The Property Trustee shall be authorized to undertake any
actions set forth in Section 317(a) of the Trust Indenture Act.



          (i) For such time as the Property Trustee is the Paying Agent,
the Property Trustee may authorize one or more Persons to act as additional
Paying Agents and to pay Distributions, redemption payments or liquidation
payments on behalf of the Trust with respect to all Securities and any such
Paying Agent shall comply with Section 317(b) of the Trust Indenture Act. Any
such additional Paying Agent may be removed by the Property Trustee at any time
the Property Trustee remains as Paying Agent and a successor Paying Agent or
additional Paying Agents may be



-20-









 







(but are not required to be) appointed at any time by the Property Trustee
while
the Property Trustee is acting as Paying Agent.



          (j) Subject to this Section 3.8, the Property Trustee shall
have none of the duties, liabilities, powers or the authority of the
Administrative Trustees set forth in Section 3.6.



          Notwithstanding anything expressed or implied to the contrary
in this Trust Agreement or any Annex or Exhibit hereto, (i) the Property
Trustee
must exercise the powers set forth in this Section 3.8 in a manner that is
consistent with the purposes and functions of the Trust set out in Section 3.3,
and (ii) the Property Trustee shall not take any action that is inconsistent
with the purposes and functions of the Trust set out in Section 3.3.


SECTION 3.9 Certain Duties and Responsibilities of the Property Trustee.




          (a) The Property Trustee, before the occurrence of any Event
of Default and after the curing or waiving of all Events of Default that may
have occurred, shall undertake to perform only such duties as are specifically
set forth in this Trust Agreement and in the Securities and no implied
covenants
shall be read into this Trust Agreement against the Property Trustee. In case
an
Event of Default has occurred (that has not been cured or waived pursuant to
Section 2.6) of which a Responsible Officer has actual knowledge, the Property
Trustee shall exercise such of the rights and powers vested in it by this Trust
Agreement, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.



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




     (i) prior to the occurrence of an Event of Default and after
the curing or waiving of all such Events of Default that may have
occurred:




     (A) the duties and obligations of the Property
Trustee shall be determined solely by the express provisions
of this Trust Agreement and in the Securities and the Property
Trustee shall not be liable except for the performance of such
duties and obligations as are specifically set forth in this
Trust Agreement and in the Securities, and no implied
covenants or obligations shall be read into this Trust
Agreement against the Property Trustee; and




     (B) in the absence of bad faith on the part of the
Property Trustee, the Property Trustee may conclusively rely,
as to the truth of the statements and the correctness of the
opinions expressed therein,



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upon any certificates or opinions furnished to the Property
Trustee and conforming to the requirements of this Trust
Agreement; provided, however, that in the case of any such
certificates or opinions that by any provision hereof are
specifically required to be furnished to the Property Trustee,
the Property Trustee shall be under a duty to examine the same
to determine whether or not on their face they conform to the
requirements of this Trust Agreement;




     (ii) the Property 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 Property Trustee was negligent in ascertaining the
pertinent facts;




     (iii) the Property Trustee shall not be liable with respect to
any action taken or omitted to be taken by it in good faith in
accordance with the direction of the Holders of a Majority in
liquidation amount of the Securities relating to the time, method and
place of conducting any proceeding for any remedy available to the
Property Trustee, or exercising any trust or power conferred upon the
Property Trustee under this Trust Agreement;




     (iv) no provision of this Trust Agreement shall require the
Property Trustee to expend or risk its own funds or otherwise incur
personal financial liability in the performance of any of its duties or
in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that the repayment of such funds or
liability is not reasonably assured to it under the terms of this Trust
Agreement or indemnity reasonably satisfactory to the Property Trustee
against such risk or liability is not reasonably assured to it;




     (v) the Property Trustee’s sole duty with respect to the
custody, safekeeping and physical preservation of the Debentures and
the Property Trustee Account shall be to deal with such property in a
similar manner as the Property Trustee deals with similar property for
its own account, subject to the protections and limitations on
liability afforded to the Property Trustee under this Trust Agreement
and the Trust Indenture Act;




     (vi) the Property Trustee shall have no duty or liability for
or with respect to the value, genuineness, existence or sufficiency of
the Debentures or the payment of any taxes or assessments levied
thereon or in connection therewith;




     (vii) the Property Trustee shall not be liable for any
interest on any money received by it except as it may otherwise agree
in writing with the Sponsor. Money held by the Property Trustee need
not be segregated from other funds held by it except in relation to the
Property Trustee Account



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maintained by the Property Trustee pursuant to Section 3.8(c)(i) and
except to the extent otherwise required by law; and




     (viii) the Property Trustee shall not be responsible for
monitoring the compliance by the Administrative Trustees or the Sponsor
with their respective duties under this Trust Agreement, nor shall the
Property Trustee be liable for any default or misconduct of the
Administrative Trustees or the Sponsor.


SECTION 3.10 Certain Rights of Property Trustee.





     (a) Subject to the provisions of Section 3.9:




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




     (ii) any direction or act of the Sponsor or the Administrative
Trustees contemplated by this Trust Agreement may be sufficiently
evidenced by an Officers’ Certificate;




     (iii) whenever in the administration of this Trust Agreement,
the Property Trustee shall deem it desirable that a matter be proved or
established before taking, suffering or omitting any action hereunder,
the Property Trustee (unless other evidence is herein specifically
prescribed) may, in the absence of bad faith on its part, request and
conclusively rely upon an Officers’ Certificate which, upon receipt of
such request, shall be promptly delivered by the Sponsor or the
Administrative Trustees;




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




     (v) the Property Trustee may consult with counsel or other
experts of its selection and the advice or opinion of such counsel and
experts with respect to legal matters or advice within the scope of
such experts’ area of expertise shall be full and complete
authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in accordance with such
advice or opinion, such counsel may be counsel to the Sponsor or any of
its Affiliates, and may include any of its employees, and the Property
Trustee shall have the right at any time to seek instructions



-23-









 






concerning the administration of this Trust Agreement from any court of
competent jurisdiction;




     (vi) the Property Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Trust
Agreement at the request or direction of any Holder, unless such Holder
shall have provided to the Property Trustee security and indemnity,
reasonably satisfactory to the Property Trustee, against the costs,
expenses (including reasonable attorneys’ fees and expenses and the
expenses of the Property Trustee’s agents, nominees or custodians) and
liabilities that might be incurred by it in complying with such request
or direction, including such reasonable advances as may be requested by
the Property Trustee; provided, however, that, nothing contained in
this Section 3.10(a)(vi) shall be taken to relieve the Property
Trustee, upon the occurrence of an Event of Default, of its obligation
to exercise the rights and powers vested in it by this Trust Agreement;




     (vii) the Property 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, debenture, note, other evidence of
indebtedness or other paper or document, but the Property Trustee, in
its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit;




     (viii) the Property Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by
or through agents, custodians, nominees or attorneys and the Property
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;




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




     (x) whenever in the administration of this Trust Agreement the
Property Trustee shall deem it desirable to receive instructions with
respect to enforcing any remedy or right or taking any other action
hereunder, the Property Trustee (i) may request instructions from the
Holders which instructions may only be given by the Holders of the same
proportion in liquidation amount of the Securities as would be entitled
to direct the Property Trustee under the terms of the Securities in
respect of such remedy,



-24-









 






right or action, (ii) may refrain from enforcing such remedy or right
or taking such other action until such instructions are received, and
(iii) shall be protected in conclusively relying on or acting in or
accordance with such instructions;




     (xi) except as otherwise expressly provided by this Trust
Agreement, the Property Trustee shall not be under any obligation to
take any action that is discretionary under the provisions of this
Trust Agreement; and




     (xii) the Property Trustee shall not be liable for any action
taken, suffered, or omitted to be taken by it in good faith, without
negligence or willful misconduct, and reasonably believed by it to be
authorized or within the discretion or rights or powers conferred upon
it by this Trust Agreement.



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


SECTION 3.11 Delaware Trustee.




          Notwithstanding any other provision of this Trust Agreement
other than Section 5.2, the Delaware Trustee shall not be entitled to exercise
any powers, nor shall the Delaware Trustee have any of the duties and
responsibilities of the Trustees described in this Trust Agreement (except as
required under the Statutory Trust Act). Except as set forth in Section 5.2,
the
Delaware Trustee shall be a Trustee for the sole and limited purpose of
fulfilling the requirements of Section 3807 of the Statutory Trust Act. In the
event the Delaware Trustee shall at any time be required to take any action or
perform any duty hereunder, the Delaware Trustee shall be entitled to the
benefits of Section 3.9(b)(ii) to (viii), inclusive, and Section 3.10. No
implied covenants or obligations shall be read into this Trust Agreement
against
the Delaware Trustee.


SECTION 3.12 Execution of Documents.




          Unless otherwise determined by the Administrative Trustees,
each Administrative Trustee, individually, is authorized to execute and deliver
on behalf of the Trust any documents, agreements, instruments or certificates
that the Administrative Trustees have the power and authority to execute
pursuant to Section 3.6.


SECTION 3.13 Not Responsible for Recitals or Issuance of Securities.




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          The recitals contained in this Trust Agreement and the
Securities shall be taken as the statements of the Sponsor, and the Trustees do
not assume any responsibility for their correctness. The Trustees make no
representations as to the value or condition of the Trust Property or any part
thereof. The Trustees make no representations as to the validity or sufficiency
of this Trust Agreement or the Securities.


SECTION 3.14 Duration of Trust.




          The Trust, unless terminated pursuant to the provisions of
Article VIII hereof, shall have existence up to 55 years.


SECTION 3.15 Mergers.




          (a) The Trust may not merge with or into, consolidate,
amalgamate, or be replaced by, or convey, transfer or lease its properties and
assets as an entirety or substantially as an entirety to any Person, except as
described in Section 3.15(b) and (c) and except with respect to the
distribution
of Debentures to Holders pursuant to Section 8.1(a)(iii).



          (b) The Trust may, at the request of the Sponsor, with the
consent of the Administrative Trustees or, if there are more than two, a
majority of the Administrative Trustees and without the consent of the Holders,
the Delaware Trustee or the Property Trustee, merge with or into, consolidate,
amalgamate, or be replaced by, or convey, transfer or lease its properties and
assets as an entirety or substantially as an entirety to, a trust organized as
such under the laws of any State; provided that:




     (i) such successor entity (the “Successor Entity”) either:




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




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




     (ii) the Sponsor expressly appoints a trustee of the Successor
Entity that possesses the same powers and duties as the Property
Trustee with respect to the Debentures;



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     (iii) the Successor Securities are listed, quoted or included
for trading, or any Successor Securities will be listed, quoted or
included for trading upon notification of issuance, on any national
securities exchange or with any other organization on which the Capital
Securities are then listed, quoted or included;




     (iv) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not cause the Capital Securities
(including any Successor Securities) or the Debentures to be downgraded
by any nationally recognized statistical rating organization that
publishes a rating on the Capital Securities or the Debentures;




     (v) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights,
preferences and privileges of the Holders (including the holders of any
Successor Securities) in any material respect (other than with respect
to any dilution of the interests of such Holders or holders, as the
case may be, in the new entity);




     (vi) the Successor Entity has a purpose identical to that of
the Trust;




     (vii) prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Sponsor has received an
opinion of independent counsel to the Trust experienced in such matters
to the effect that:




     (A) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the Holders
(including the holders of any Successor Securities) in any
material respect (other than with respect to any dilution of
the interests of such Holders or holders, as the case may be,
in the new entity);




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




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




     (viii) the Sponsor or any permitted successor or assignee owns
all of the common securities of the Successor Entity and guarantees the
obligations



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of the Successor Entity under the Successor Securities at least to the
extent provided by the Capital Securities Guarantee; and




     (ix) there shall have been furnished to the Property Trustee
an Officer’s Certificate and an Opinion of Counsel, each to the effect
that all conditions precedent in this Trust Agreement to such
transaction have been satisfied.



          (c) Notwithstanding Section 3.15(b), the Trust shall not,
except with the consent of Holders of 100% in liquidation amount of the
Securities, consolidate, amalgamate, merge with or into, or be replaced by, or
convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety to, any other Person or permit any other Person to
consolidate, amalgamate, merge with or into, or replace it if such
consolidation, amalgamation, merger, replacement, conveyance, transfer or lease
would cause the Trust or the Successor Entity not to be classified as a grantor
trust for United States federal income tax purposes.



ARTICLE IV

SPONSOR



SECTION 4.1 Sponsor’s Purchase of Common Securities.




          At the Closing Time, pursuant to the Common Securities
Subscription Agreement, the Sponsor will purchase all of the Common Securities
then issued by the Trust, in an amount equal to at least 3% of the total
capital
of the Trust, at the same time as the Capital Securities are issued and sold.


SECTION 4.2 Responsibilities of the Sponsor.




          In connection with the issue and sale of the Capital
Securities, the Sponsor shall have the exclusive right and responsibility to
engage in the following activities:



          (a) to prepare the Prospectus Supplement, in preliminary and
final form;



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



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          (c) if deemed necessary or advisable by the Sponsor, to
prepare for filing by the Trust an application to permit the Capital Securities
to trade or be quoted or listed in or on the PORTAL market, or any other
securities exchange, quotation system or the Nasdaq Stock Market’s National
Market; and



          (d) to negotiate the terms of the Purchase Agreement providing
for the sale of the Capital Securities.


SECTION 4.3 Right to Proceed.




          The Sponsor acknowledges the rights of the Holders of Capital
Securities, in the event that a failure of the Trust to pay Distributions on
the
Capital Securities is attributable to the failure of the Debenture Issuer to
pay
the principal of or premium (if any) or interest on the Debentures, to
institute
a proceeding directly against the Debenture Issuer for enforcement of its
payment obligations in respect of the Debentures.


SECTION 4.4 Right to Terminate Trust.




          The Sponsor will have the right at any time to terminate the
Trust and, after satisfaction of liabilities to creditors of the Trust as
required by applicable law, to cause the Debentures to be distributed to the
Holders in liquidation of the Trust. Such right is subject to the Sponsor
having
received (i) an Opinion of Counsel to the effect that such distribution will
not
cause the holders of Capital Securities to recognize gain or loss for United
States federal income tax purposes and (ii) any and all required regulatory
approvals.



ARTICLE V

TRUSTEES



SECTION 5.1 Number of Trustees; Appointment of Co-Trustee.




          The number of Trustees initially shall be five (5), and:



          (a) at any time before the issuance of any Securities, the
Sponsor may, by written instrument, increase or decrease the number of
Trustees;
and



          (b) after the issuance of any Securities, the number of
Trustees may be increased or decreased by vote of the Holders of a Majority in
liquidation amount of the Common Securities voting as a class at a meeting of
the Holders of the Common Securities;


provided, however, that, the number of Trustees shall in no event be less than
two (2); provided further that (1) one Trustee, in the case of a natural
person,
shall be a




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person who is a resident of the State of Delaware or that, if not a natural
person, is an entity which has its principal place of business in the State of
Delaware (the “Delaware Trustee”); (2) there shall be at least one Trustee who
is an employee or officer of, or is affiliated with, the Sponsor (an
“Administrative Trustee”); and (3) one Trustee shall be the Property Trustee
for
so long as this Trust Agreement is required to qualify as an indenture under
the
Trust Indenture Act, and such Trustee may also serve as Delaware Trustee if it
meets the applicable requirements. Notwithstanding the above, unless an Event
of
Default shall have occurred and be continuing, at any time or times, for the
purpose of meeting the legal requirements of the Trust Indenture Act or of any
jurisdiction in which any part of the Trust Property may at the time be
located,
the Holders of a Majority in liquidation amount of the Common Securities acting
as a class at a meeting of the Holders of the Common Securities, and the
Administrative Trustees shall have power to appoint one or more Persons either
to act as a co-trustee, jointly with the Property Trustee, of all or any part
of
the Trust Property, or to act as separate trustee of any such property, in
either case with such powers as may be provided in the instrument of
appointment, and to vest in such Person or Persons in such capacity any
property, title, right or power deemed necessary or desirable, subject to the
provisions of this Trust Agreement. In case an Event of Default has occurred
and
is continuing, the Property Trustee alone shall have power to make any such
appointment of a co-trustee.



SECTION 5.2 Delaware Trustee.




          For so long as required by the Statutory Trust Act, the
Delaware Trustee shall be:



          (a) a natural person who is a resident of the State of
Delaware; or



          (b) if not a natural person, an entity which has its principal
place of business in the State of Delaware, and otherwise meets the
requirements
of applicable law,


provided, however, that, if the Property Trustee has its principal place of
business in the State of Delaware and otherwise meets the requirements of
applicable law, then the Property Trustee shall also be the Delaware Trustee
and
Section 3.11 shall have no application.




	 	 	 
	 

	 	The initial Delaware Trustee shall be:
	 
	 	 
	

	 	The Bank of New York (Delaware)
	

	 	White Clay Center, Route 273
	

	 	Newark, Delaware 19711
	

	 	Attention:                    
	

	 	Telecopier: (   )    -   







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	 	Telephone: (   )    -   






SECTION 5.3 Property Trustee; Eligibility.




          (a) There shall at all times be one Trustee (the “Property
Trustee”) which shall act as Property Trustee and which shall:




     (i) not be an Affiliate of the Sponsor; and




     (ii) be a corporation organized and doing business under the
laws of the United States of America or any State or Territory thereof
or of the District of Columbia, or a corporation or Person permitted by
the Commission to act as an indenture trustee under the Trust Indenture
Act, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least 50 million U.S.
dollars ($50,000,000), and subject to supervision or examination by
federal, state, territorial or District of Columbia authority. If such
corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of the supervising or examining authority
referred to above, then for the purposes of this Section 5.3(a)(ii),
the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent
report of condition so published.



          (b) If at any time the Property Trustee shall cease to be
eligible to so act under Section 5.3(a), the Property Trustee shall immediately
resign in the manner and with the effect set forth in Section 5.6(c).



          (c) If the Property Trustee has or shall acquire any
“conflicting interest” within the meaning of Section 310(b) of the Trust
Indenture Act, the Property Trustee and the Holder of the Common Securities (as
if it were the obligor referred to in Section 310(b) of the Trust Indenture
Act)
shall in all respects comply with the provisions of Section 310(b) of the Trust
Indenture Act.



          (d) The Capital Securities Guarantee shall be deemed to be
specifically described in this Trust Agreement for purposes of clause (i) of
the
first proviso contained in Section 310(b) of the Trust Indenture Act.



          (e) The initial Property Trustee shall be:



	 	 	 
	 

	 	The Bank of New York
	 
	 	 
	

	 	One Wall Street
	

	 	New York, NY 10286
	

	 	Attention:                    
	

	 	Telecopier: (   )    -   







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	 	Telephone: (   )    -   






SECTION 5.4 Certain Qualifications of Administrative Trustees and Delaware Trustee Generally.




          Each Administrative Trustee and the Delaware Trustee (unless
the Property Trustee also acts as Delaware Trustee) shall be either a natural
person who is at least 21 years of age or a legal entity that shall act through
one or more Authorized Officers.


SECTION 5.5 Administrative Trustees.




          The initial Administrative Trustees shall be:



	 	 	 
	 

	 	Gregory S. Madar
	

	 	William J. Healy
	

	 	R. David Rosato
	

	 	c/o Webster Financial Corporation
	

	 	Webster Plaza
	

	 	145 Bank Street
	

	 	Waterbury, Connecticut 06702
	

	 	Telecopier: (   )    -   
	

	 	Telephone: (203) 578-2210







          (a) Except as expressly set forth in this Trust Agreement and
except if a meeting of the Administrative Trustees is called with respect to
any
matter over which the Administrative Trustees have power to act, any power of
the Administrative Trustees may be exercised by, or with the consent of, any
one
such Administrative Trustee.



          (b) Unless otherwise determined by the Administrative
Trustees, and except as otherwise required by the Statutory Trust Act or
applicable law, any Administrative Trustee acting alone is authorized to
execute
on behalf of the Trust any documents which the Administrative Trustees have the
power and authority to cause the Trust to execute pursuant to Section 3.6.



          (c) An Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over the
age of 21 his or her power for the purposes of signing any documents which the
Administrative Trustees have power and authority to cause the Trust to execute
pursuant to Section 3.6.


SECTION 5.6 Appointment, Removal and Resignation of Trustees.





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          (a) Subject to Section 5.6(b) hereof and to Section 6(b) of
Annex I hereto, Trustees may be appointed or removed without cause at any time:




     (i) until the issuance of any Securities, by written
instrument executed by the Sponsor;




     (ii) unless an Event of Default shall have occurred and be
continuing after the issuance of any Securities, by vote of the Holders
of a Majority in liquidation amount of the Common Securities voting as
a class at a meeting of the Holders of the Common Securities; and




     (iii) if an Event of Default shall have occurred and be
continuing after the issuance of the Securities, with respect to the
Property Trustee or the Delaware Trustee, by vote of Holders of a
Majority in liquidation amount of the Capital Securities voting as a
class at a meeting of Holders of the Capital Securities.



          (b) (i) The Trustee that acts as Property Trustee shall not be
removed in accordance with Section 5.6(a) until a Successor Property Trustee
has
been appointed and has accepted such appointment by written instrument executed
by such Successor Property Trustee and delivered to the removed Property
Trustee, the Administrative Trustees and the Sponsor; and




     (ii) the Trustee that acts as Delaware Trustee shall not be
removed in accordance with this Section 5.6(a) until a successor
Trustee possessing the qualifications to act as Delaware Trustee under
Sections 5.2 and 5.4 (a “Successor Delaware Trustee”) has been
appointed and has accepted such appointment by written instrument
executed by such Successor Delaware Trustee and delivered to the
removed Delaware Trustee, the Property Trustee (if the removed Delaware
Trustee is not also the Property Trustee), the Administrative Trustees
and the Sponsor.



          (c) A Trustee appointed to office shall hold office until his
successor shall have been appointed or until his death, removal or resignation.
Any Trustee may resign from office (without need for prior or subsequent
accounting) by an instrument in writing signed by the Trustee and delivered to
the other Trustees, the Sponsor and the Trust, which resignation shall take
effect upon such delivery or upon such later date as is specified therein;
provided, however, that:




     (i) No such resignation of the Trustee that acts as the
Property Trustee shall be effective:




     (A) until a Successor Property Trustee has been
appointed and has accepted such appointment by instrument
executed by such Successor Property Trustee and delivered to
the Trust, the Sponsor,



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the Delaware Trustee (if the resigning Property Trustee is not
also the Delaware Trustee) and the resigning Property Trustee;
or




     (B) until the assets of the Trust have been
completely liquidated and the proceeds thereof distributed to
the Holders; and




     (ii) no such resignation of the Trustee that acts as the
Delaware Trustee shall be effective until a Successor Delaware Trustee
has been appointed and has accepted such appointment by instrument
executed by such Successor Delaware Trustee and delivered to the Trust,
the Property Trustee (if the resigning Delaware Trustee is not also the
Property Trustee), the Sponsor and the resigning Delaware Trustee.



          (d) The Holders of the Common Securities or, if an Event of
Default shall have occurred and be continuing after the issuance of the
Securities, the Holders of the Capital Securities shall use their best efforts
to promptly appoint a Successor Delaware Trustee or Successor Property Trustee,
as the case may be, if the Property Trustee or the Delaware Trustee delivers an
instrument of resignation in accordance with this Section 5.6.



          (e) If no Successor Property Trustee or Successor Delaware
Trustee shall have been appointed and accepted appointment as provided in this
Section 5.6 within 60 days after delivery of an instrument of resignation or
removal, the Property Trustee or Delaware Trustee resigning or being removed,
as
applicable, may petition any court of competent jurisdiction for appointment of
a Successor Property Trustee or Successor Delaware Trustee. Such court may
thereupon, after prescribing such notice, if any, as it may deem proper and
prescribe, appoint a Successor Property Trustee or Successor Delaware Trustee,
as the case may be.



          (f) No Property Trustee or Delaware Trustee shall be liable
for the acts or omissions to act of any Successor Property Trustee or Successor
Delaware Trustee, as the case may be.



          (g) At the time of resignation or removal of the Property
Trustee or the Delaware Trustee, the Sponsor shall pay to such Trustee any
amounts that may be owed to such Trustee pursuant to Section 10.4.


SECTION 5.7 Vacancies among Trustees.




          If a Trustee ceases to hold office for any reason and the
number of Trustees is not reduced pursuant to Section 5.1, or if the number of
Trustees is increased pursuant to Section 5.1, a vacancy shall occur. A
resolution certifying the existence of such vacancy by the Administrative
Trustees or, if there are more than two, a majority of the Administrative
Trustees shall be conclusive evidence of the



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existence of such vacancy. The vacancy shall be filled with a Trustee appointed
in accordance with Section 5.6.


SECTION 5.8 Effect of Vacancies.




          The death, resignation, retirement, removal, bankruptcy,
dissolution, liquidation, incompetence or incapacity to perform the duties of a
Trustee shall not operate to dissolve, terminate or annul the Trust. Whenever a
vacancy in the number of Administrative Trustees shall occur, until such
vacancy
is filled by the appointment of an Administrative Trustee in accordance with
Section 5.6, the Administrative Trustees in office, regardless of their number,
shall have all the powers granted to the Administrative Trustees and shall
discharge all the duties imposed upon the Administrative Trustees by this Trust
Agreement.


SECTION 5.9 Meetings.




          If there is more than one Administrative Trustee, meetings of
the Administrative Trustees shall be held from time to time upon the call of
any
Administrative Trustee. Regular meetings of the Administrative Trustees may be
held at a time and place fixed by resolution of the Administrative Trustees.
Notice of any in-person meetings of the Administrative Trustees shall be hand
delivered or otherwise delivered in writing (including by facsimile, with a
hard
copy by overnight courier) not less than 24 hours before such meeting. Notice
of
any telephonic meetings of the Administrative Trustees or any committee thereof
shall be hand delivered or otherwise delivered in writing (including by
facsimile, with a hard copy by overnight courier) not less than 24 hours before
a meeting. Notices shall contain a brief statement of the time, place and
anticipated purposes of the meeting. The presence (whether in person or by
telephone) of an Administrative Trustee at a meeting shall constitute a waiver
of notice of such meeting except where an Administrative Trustee attends a
meeting for the express purpose of objecting to the transaction of any activity
on the ground that the meeting has not been lawfully called or convened. Unless
provided otherwise in this Trust Agreement, any action of the Administrative
Trustees may be taken at a meeting by vote of a majority of the Administrative
Trustees present (whether in person or by telephone) and eligible to vote with
respect to such matter, provided that a Quorum is present, or without a meeting
by the unanimous written consent of the Administrative Trustees. In the event
there is only one Administrative Trustee, any and all action of such
Administrative Trustee shall be evidenced by a written consent of such
Administrative Trustee.


SECTION 5.10 Delegation of Power.




          (a) Any Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over the
age of 21 his or her power for the purpose of executing any documents
contemplated in



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Section 3.6, including any registration statement or amendment thereto filed
with the Commission, or making any other governmental filing.



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


SECTION 5.11 Merger, Conversion, Consolidation or Succession to Business.




          Any Person into which the Property Trustee or the Delaware Trustee or
any Administrative Trustee that is not a natural person, as the case may be,
may
be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Property
Trustee or the Delaware Trustee, as the case may be, shall be a party, or any
Person succeeding to all or substantially all the corporate trust business of
the Property Trustee or the Delaware Trustee, as the case may be, shall be the
successor of the Property Trustee or the Delaware Trustee, as the case may be,
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, provided such Person shall be otherwise
qualified and eligible under this Article.



ARTICLE VI

DISTRIBUTIONS



SECTION 6.1 Distributions.




          Holders shall receive Distributions in accordance with the
applicable terms of the relevant Holder’s Securities. If and to the extent that
the Debenture Issuer makes a payment of interest (including Compounded Interest
and Additional Sums), premium and/or principal on the Debentures held by the
Property Trustee (the amount of any such payment being a “Payment Amount”), the
Property Trustee shall and is directed, to the extent funds are available for
that purpose, to make a distribution (a “Distribution”) of the Payment Amount
to
Holders in accordance with the terms of the Securities.



ARTICLE VII

ISSUANCE OF SECURITIES



SECTION 7.1 General Provisions Regarding Securities.




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          (a) The Administrative Trustees shall on behalf of the Trust
issue one class of capital securities representing undivided preferred
beneficial interests in the assets of the Trust having such terms as are set
forth in Annex I (the “Capital Securities”) and one class of common securities
representing common undivided beneficial interests in the assets of the Trust
having such terms as are set forth in Annex I (the “Common Securities”). The
Trust shall issue no securities or other interests in the assets of the Trust
other than the Capital Securities and the Common Securities.



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



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



          (d) Every Person, by virtue of having become a Holder or a
Capital Security Beneficial Owner in accordance with the terms of this Trust
Agreement, shall be deemed to have expressly assented and agreed to the terms
of, and shall be bound by, this Trust Agreement.


SECTION 7.2 Execution and Authentication.




          (a) The Securities shall be signed on behalf of the Trust by
an Administrative Trustee. In case any Administrative Trustee of the Trust who
shall have signed any of the Securities shall cease to be such Administrative
Trustee before the Securities so signed shall be delivered by the Trust, such
Securities nevertheless may be delivered as though the Person who signed such
Securities had not ceased to be such Administrative Trustee; and any Securities
may be signed on behalf of the Trust by such persons who, at the actual date of
execution of such Security, shall be the Administrative Trustees of the Trust,
although at the date of the execution and delivery of this Trust Agreement any
such person was not an Administrative Trustee.



          (b) One Administrative Trustee shall sign the Securities for
the Trust by manual or facsimile signature. Unless otherwise determined by the
Trust, such signature shall, in the case of Common Securities, be a manual
signature.



          A Capital Security shall not be valid until authenticated by
the manual signature of an authorized signatory of the Property Trustee. The
signature shall be conclusive evidence that the Capital Security has been
authenticated under this Trust Agreement. A Common Security shall be valid upon
execution by an Administrative Trustee without any act of the Property Trustee.




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          Upon a written order of the Trust signed by one Administrative Trustee,
the Property Trustee shall authenticate the Capital Securities for original
issue. The aggregate number of Capital Securities outstanding at any time shall
not exceed the number set forth in Annex I hereto except as provided in Section
7.6.



          The Property Trustee may appoint an authenticating agent acceptable to the
Trust to authenticate Capital Securities. An authenticating agent may
authenticate Capital Securities whenever the Property Trustee may do so. Each
reference in this Trust Agreement to authentication by the Property Trustee
includes authentication by such agent. An authenticating agent has the same
rights as the Property Trustee hereunder with respect to the Sponsor or an
Affiliate.



SECTION 7.3 Form and Dating.



          (a) Securities. The Capital Securities shall be evidenced by one or more
certificates substantially in the form of Exhibit A-1, and the Common
Securities shall be evidenced by one or more certificates substantially in the
form of Exhibit A-2. The Property Trustee’s certificate of authentication shall
be substantially in the form set forth in Exhibit A-1. Certificates
representing the Securities may be printed, lithographed or engraved or may be
produced in any other manner as is reasonably acceptable to an Administrative
Trustee, as evidenced by the execution thereof. The Securities may have
letters, “CUSIP” or other numbers, notations or other marks of identification
or designation and such legends or endorsements required by law, stock exchange
rule, agreements to which the Trust is subject, if any, or usage, provided that
any such notation, legend or endorsement is in a form acceptable to the
Administrative Trustees, as evidenced by their execution thereof. The Trust at
the direction of the Sponsor shall furnish any such legend not contained in
Exhibit A-1 to the Property Trustee in writing. Each Capital Security shall be
dated the date of its authentication. The terms and provisions of the
Securities set forth in Annex I and the forms of Securities set forth in
Exhibits A-1 and A-2 are part of the terms of this Trust Agreement and, to the
extent applicable, the Property Trustee and the Sponsor, by their execution and
delivery of this Trust Agreement, expressly agree to such terms and provisions
and to be bound thereby.



          (b) Book-Entry Provisions. This Section 7.3(b) shall apply only to the
Global Capital Security and such other Capital Securities in global form as may
be authorized by the Trust to be deposited with or on behalf of the Clearing
Agency.



          An Administrative Trustee shall execute and the Property Trustee shall, in
accordance with this Section 7.3, authenticate and make available for delivery
initially a single Global Capital Security that (i) shall be registered in the
name of Cede & Co. or other nominee of such Clearing Agency and (ii) shall be
delivered by the Property Trustee to such Clearing Agency or pursuant to such
Clearing Agency’s written instructions or, if no such written instructions are



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received by the Property Trustee, held by the Property Trustee as custodian for
the Clearing Agency.



          Members of, or participants in, the Clearing Agency (“Participants”) shall
have no rights under this Trust Agreement with respect to the Global Capital
Security held on their behalf by the Clearing Agency or by the Property Trustee
as the custodian of the Clearing Agency or under such Global Capital Security,
and the Clearing Agency may be treated by the Trust, the Property Trustee and
any agent of the Trust or the Property Trustee as the absolute owner of such
Global Capital Security for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Trust, the Property Trustee or any
agent of the Trust or the Property Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Clearing Agency or
impair, as between the Clearing Agency and its Participants, the operation of
customary practices of such Clearing Agency governing the exercise of the
rights of a holder of a beneficial interest in the Global Capital Security.



          (c) Definitive Capital Securities. Except as provided in Section 7.9 or
9.2(d)(i), owners of beneficial interests in the Global Capital Security will
not be entitled to receive physical delivery of certificated Capital Securities
(“Definitive Capital Securities”).



SECTION 7.4 Registrar, Paying Agent and Exchange Agent.



          The Trust shall maintain in Newark, Delaware (i) an office or agency where
Capital Securities may be presented for registration of transfer (“Registrar”),
(ii) an office or agency where Capital Securities may be presented for payment
(“Paying Agent”) and (iii) an office or agency where Securities may be
presented for exchange (“Exchange Agent”). The Registrar shall keep a register
of the Capital Securities and of their transfer. The Trust may appoint the
Registrar, the Paying Agent and the Exchange Agent and may appoint one or more
co-registrars, one or more additional paying agents and one or more additional
exchange agents in such other locations as it shall determine. The term
“Registrar” includes any additional registrar, the term “Paying Agent” includes
any additional paying agent and the term “Exchange Agent” includes any
additional exchange agent. The Trust may change any Paying Agent,
Registrar, co-registrar or Exchange Agent without prior notice to any
Holder. The Paying Agent shall be permitted to resign as Paying Agent upon 30
days’ written notice to the Property Trustee, the Administrative Trustees and
the Sponsor. The Trust shall notify the Property Trustee of the name and
address of any Agent not a party to this Trust Agreement. If the Trust fails to
appoint or maintain another entity as Registrar, Paying Agent or Exchange
Agent, the Property Trustee shall act as such. The Trust or any of its
Affiliates may act as Paying Agent, Registrar, or Exchange Agent. The Trust
shall act as Paying Agent, Registrar and Exchange Agent for the Common
Securities.



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          The Trust initially appoints the Property Trustee as Registrar, Paying
Agent and Exchange Agent for the Capital Securities.



SECTION 7.5 Paying Agent to Hold Money in Trust.



          The Trust shall require each Paying Agent other than the Property Trustee
to agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Property Trustee all money held by the Paying Agent for the
payment of liquidation amounts or Distributions, and will notify the Property
Trustee if there are insufficient funds for such purpose. While any such
insufficiency continues, the Property Trustee may require a Paying Agent to pay
all money held by it to the Property Trustee. The Trust at any time may require
a Paying Agent to pay all money held by it to the Property Trustee and to
account for any money disbursed by it. Upon payment over to the Property
Trustee, the Paying Agent (if other than the Trust or an Affiliate of the
Trust) shall have no further liability for the money. If the Trust or the
Sponsor or an Affiliate of the Trust or the Sponsor acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the
Holders all money held by it as Paying Agent.



SECTION 7.6 Replacement Securities.



          If a Holder claims that a Security owned by it has been lost, destroyed or
wrongfully taken or if such Security is mutilated and is surrendered to the
Trust or in the case of the Capital Securities to the Property Trustee, an
Administrative Trustee shall execute and the Property Trustee shall
authenticate and make available for delivery a replacement Security if the
Property Trustee’s requirements are met. An indemnity bond must be provided by
the Holder which, in the judgment of the Property Trustee, is sufficient to
protect the Trustees, the Sponsor, the Trust or any authenticating agent from
any loss which any of them may suffer if a Security is replaced. The Trust may
charge such Holder for its expenses in replacing a Security.



SECTION 7.7 Outstanding Capital Securities.



          The Capital Securities outstanding at any time are all the Capital
Securities authenticated by the Property Trustee except for those cancelled by
it, those delivered to it for cancellation, and those described in this Section
as not outstanding.



          If a Capital Security is replaced, paid or purchased pursuant to Section
7.6 hereof, it ceases to be outstanding unless the Property Trustee receives
proof satisfactory to it that the replaced, paid or purchased Capital Security
is held by a bona fide purchaser.



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          If Capital Securities are considered paid in accordance with the terms of
this Trust Agreement, they cease to be outstanding and Distributions on them
shall cease to accumulate.



          A Capital Security does not cease to be outstanding because one of the
Trust, the Sponsor or an Affiliate of the Sponsor holds the Security.



SECTION 7.8 Capital Securities in Treasury.



          In determining whether the Holders of the required amount of Securities
have concurred in any direction, waiver or consent, Capital Securities owned by
the Trust, the Sponsor or an Affiliate of the Sponsor, as the case may be,
shall be disregarded and deemed not to be outstanding, except that for the
purposes of determining whether the Property Trustee shall be fully protected
in relying on any such direction, waiver or consent, only Securities which the
Property Trustee actually knows are so owned shall be so disregarded.



SECTION 7.9 Temporary Securities.



          (a) Until Definitive Securities are ready for delivery, the Trust may
prepare and, in the case of the Capital Securities, the Property Trustee shall
authenticate temporary Securities. Temporary Securities shall be substantially
in the form of Definitive Securities but may have variations that the Trust
considers appropriate for temporary Securities. Without unreasonable delay, the
Trust shall prepare and, in the case of the Capital Securities, the Property
Trustee shall authenticate Definitive Securities in exchange for temporary Securities.



          (b) The Global Capital Security deposited with the Clearing Agency or with
the Property Trustee as custodian for the Clearing Agency pursuant to Section
7.3 shall be transferred to the beneficial owners thereof in the form of
Definitive Capital Securities only if such transfer complies with Section 9.2
and (i) the Clearing Agency notifies the Sponsor that it is unwilling or unable
to continue as Clearing Agency for such Global Capital Security or if at any
time such Clearing Agency ceases to be a “clearing agency” registered under the
Exchange Act, and, in each case, a clearing agency is not appointed by the
Sponsor within 90 days of receipt of such notice or of becoming aware of such
condition, (ii) a Default or an Event of Default has occurred and is continuing
or (iii) the Trust at its sole discretion elects to cause the issuance of
Definitive Capital Securities.



          (c) Any Global Capital Security that is transferable to the beneficial
owners thereof in the form of Definitive Capital Securities pursuant to this
Section 7.9 shall be surrendered by the Clearing Agency to the Property Trustee
located in Newark, Delaware, to be so transferred, in whole or from time to
time in part, without charge, and the Property Trustee shall authenticate and
make available for delivery, upon such transfer of each portion of such Global
Capital Security, an



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equal aggregate liquidation amount of Securities of authorized denominations in
the form of Definitive Capital Securities. Any portion of the Global Capital
Security transferred pursuant to this Section shall be registered in such names
as the Clearing Agency shall direct.



          (d) Subject to the provisions of Section 7.9(c), the Holder of the Global
Capital Security may grant proxies and otherwise authorize any Person,
including Participants and Persons that may hold interests through
Participants, to take any action which such Holder is entitled to take under
this Trust Agreement or the Securities.



          (e) In the event of the occurrence of any of the events specified in
Section 7.9(b), the Trust will promptly make available to the Property Trustee
a reasonable supply of certificated Capital Securities in fully registered form
without distribution coupons.



SECTION 7.10 Cancellation.



          The Trust at any time may deliver Capital Securities to the Property
Trustee for cancellation. The Registrar, Paying Agent and Exchange Agent shall
forward to the Property Trustee any Capital Securities surrendered to them for
registration of transfer, redemption, exchange or payment. The Property Trustee
shall promptly cancel all Capital Securities, surrendered for registration of
transfer, redemption, exchange, payment, replacement or cancellation and shall
dispose of cancelled Capital Securities in accordance with its customary
procedures unless the Trust otherwise directs. The Trust may not issue new
Capital Securities to replace Capital Securities that it has paid or that have
been delivered to the Property Trustee for cancellation or that any Holder has
exchanged.



SECTION 7.11 CUSIP Numbers.



          The Trust in issuing the Capital Securities may use “CUSIP” numbers (if
then generally in use), and, if so, the Property Trustee shall use “CUSIP”
numbers in notices of redemption as a convenience to Holders of Capital
Securities; provided that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Capital
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 Capital
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Sponsor will promptly notify the Property Trustee
of any change in the CUSIP numbers.



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ARTICLE VIII

TERMINATION OF TRUST




     SECTION 8.1 Termination of Trust.



          (a) The Trust shall dissolve and be of no further force or effect:




          (i) upon the bankruptcy of the Sponsor;



          (ii) upon the filing of a certificate of dissolution or liquidation or
its equivalent with respect to the Sponsor; or the revocation of the
Sponsor’s charter and the expiration of 90 days after the date of revocation
without a reinstatement thereof;



          (iii) following the distribution of a Like Amount of the Debentures to
the Holders, provided that, the Property Trustee has received written notice
from the Sponsor directing the Property Trustee to terminate the Trust (which
direction is optional, and except as otherwise expressly provided below,
within the discretion of the Sponsor) and provided, further, that such
direction and such distribution is conditioned on (a) the receipt by the
Sponsor of any required regulatory approvals, and (b) the Administrative
Trustees’ receipt of an opinion of independent tax counsel experienced in
such matters, which opinion may rely on public or private rulings of the
Internal Revenue Service, to the effect that the Holders of the Capital
Securities will not recognize any gain or loss for United States federal
income tax purposes as a result of the dissolution of the Trust and the
distribution of Debentures;



          (iv) upon the entry of a decree of judicial dissolution of the Trust by
a court of competent jurisdiction;



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



          (vi) upon the redemption or repayment of the Debentures or at such time
as no Debentures are outstanding; or



          (vii) the expiration of the term of the Trust provided in Section 3.14.



          (b) As soon as is practicable upon completion of winding up of the Trust
following the occurrence of an event referred to in Section 8.1(a), the
Administrative Trustees shall file a certificate of cancellation with the
Secretary of State of the State of Delaware in accordance with the Statutory
Trust Act.



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          (c) The provisions of Section 3.9 and Article X shall survive the
termination of the Trust.



ARTICLE IX

TRANSFER OF INTERESTS




SECTION 9.1 Transfer of Securities.



          (a) Securities may only be transferred, in whole or in part, in accordance
with the terms and conditions set forth in this Trust Agreement and in the
terms of the Securities. Any transfer or purported transfer of any Security not
made in accordance with this Trust Agreement shall be null and void.



          (b) Subject to this Article IX, Capital Securities may only be
transferred, in whole or in part, in accordance with the terms and conditions
set forth in this Trust Agreement. Any transfer or purported transfer of any
Capital Security not made in accordance with this Trust Agreement shall be null
and void.



          (c) For so long as the Securities remain outstanding, the Sponsor agrees
(i) not to transfer ownership of the Common Securities of the Trust, provided
that any permitted successor of the Sponsor under the Indenture may succeed to
the Sponsor’s ownership of the Common Securities, (ii) not to cause, as Sponsor
of the Trust, or to permit, as Holder of the Common Securities, the
dissolution, winding-up or termination of the Trust, except as provided in this
Trust Agreement and (iii) to use its best efforts to cause the Trust (a) to
remain a statutory trust, except in connection with the distribution of
Debentures to the Holders in liquidation of the Trust, the redemption of all of
the Securities, or certain mergers, consolidations or amalgamations, each as
permitted by this Trust Agreement, and (b) to otherwise continue to be
classified as a grantor trust for United States federal income tax purposes.



          (d) The Property Trustee shall provide for the registration of Capital
Securities and of the transfer of Capital Securities, which will be effected
without charge but only upon payment (with such indemnity as the Property
Trustee may require) in respect of any tax or other governmental charges that
may be imposed in relation to it. Upon surrender for registration of transfer
of any Capital Securities, an Administrative Trustee shall cause one or more
new Capital Securities to be issued in the name of the designated transferee or
transferees. Every Capital Security surrendered for registration of transfer
shall be accompanied by a written instrument of transfer in form satisfactory
to the Property Trustee duly executed by the Holder or such Holder’s attorney
duly authorized in writing. Each Capital Security surrendered for registration
of transfer shall be delivered to the Property Trustee and canceled in
accordance with Section 7.10. A transferee of a Capital Security shall be
entitled to the rights and



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subject to the obligations of a Holder hereunder upon the receipt by such
transferee of a Capital Security. By acceptance of a Capital Security or any
interest therein, each transferee shall be deemed to have agreed to be bound by
this Trust Agreement.



SECTION 9.2 Transfer Procedures and Restrictions.



          (a) Transfer and Exchange of Definitive Capital Securities. When
Definitive Capital Securities are presented to the Registrar or co-registrar:




          (x) to register the transfer of such Definitive Capital Securities; or




          (y) to exchange such Definitive Capital Securities which became
mutilated, destroyed, defaced, stolen or lost, for an equal number of
Definitive Capital Securities,



     the Registrar or co-registrar shall register the transfer or make the exchange
as requested if its reasonable requirements for such transaction are met;
provided, however, that the Definitive Capital Securities surrendered for
registration of transfer or exchange shall be duly endorsed or accompanied by a
written instrument of transfer in form reasonably satisfactory to the Trust and
the Registrar or co-registrar, duly executed by the Holder thereof or his
attorney duly authorized in writing.



          (b) Restrictions on Transfer of a Definitive Capital Security for a
Beneficial Interest in the Global Capital Security. A Definitive Capital
Security may not be exchanged for a beneficial interest in the Global Capital
Security except upon satisfaction of the requirements set forth below. Upon
receipt by the Property Trustee of a Definitive Capital Security, duly endorsed
or accompanied by appropriate instruments of transfer, in form satisfactory to
the Property Trustee, together with written instructions directing the Property
Trustee to make, or to direct the Clearing Agency to make, an adjustment on its
books and records with respect to the Global Capital Security to reflect an
increase in the number of the Capital Securities represented by such Global
Capital Security, then the Property Trustee shall cancel such Definitive
Capital Security and cause, or direct the Clearing Agency to cause, the
aggregate number of Capital Securities represented by the Global Capital
Security to be increased accordingly. If the Global Capital Security is not
then outstanding, the Trust shall issue and the Property Trustee shall
authenticate, upon written order of any Administrative Trustee, a new Global
Capital Security representing an appropriate number of Capital Securities.



          (c) Transfer and Exchange of the Global Capital Security. Subject to
Section 9.2(d), the transfer and exchange of Global Capital Security or
beneficial interests therein shall be effected through the Clearing Agency in
accordance with



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this Trust Agreement (including applicable restrictions on transfer set forth
herein, if any) and the procedures of the Clearing Agency therefor.



          (d) Transfer of a Beneficial Interest in the Global Capital Security for a
Definitive Capital Security.




          (i) Any Person having a beneficial interest in the Global Capital
Security may upon request, but only upon 20 days prior notice to the Property
Trustee, and if accompanied by the information specified below, exchange such
beneficial interest for a Definitive Capital Security representing the same
number of Capital Securities. Upon receipt by the Property Trustee from the
Clearing Agency or its nominee on behalf of any Person having a beneficial
interest in the Global Capital Security of written instructions or such other
form of instructions as is customary for the Clearing Agency or the Person
designated by the Clearing Agency as having such a beneficial interest in a
Global Capital Security and certification(s) from the transferor in a form
substantially similar to that attached hereto as the form of “Assignment” in
Exhibit A-1, which may be submitted by facsimile, then the Property Trustee
will cause the aggregate number of Capital Securities represented by the
Capital Security to be reduced on its books and records and, following such
reduction, the Trust will execute and the Property Trustee will authenticate
and make available for delivery to the transferee a Definitive Capital
Security.




          (ii) Definitive Capital Securities issued in exchange for a beneficial
interest in the Global Capital Security pursuant to this Section 9.2(d) shall
be registered in such names and in such authorized denominations as the
Clearing Agency, pursuant to instructions from its Clearing Agency
Participants or indirect participants or otherwise, shall instruct the
Property Trustee in writing. The Property Trustee shall deliver such Capital
Securities to the Persons in whose names such Capital Securities are so
registered in accordance with such instructions of the Clearing Agency.



          (e) Restrictions on Transfer and Exchange of the Global Capital Security.
Notwithstanding any other provisions of this Trust Agreement (other than the
provisions set forth in subsection (g) of this Section 9.2), the Global Capital
Security may not be transferred as a whole except by the Clearing Agency to a
nominee of the Clearing Agency or another nominee of the Clearing Agency or by
the Clearing Agency or any such nominee to a successor Clearing Agency or a
nominee of such successor Clearing Agency.



          (f) Authentication of Definitive Capital Securities. If at any time:




          (i) a Default or an Event of Default has occurred and is continuing,



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          (ii) the Trust, in its sole discretion, notifies the Property Trustee in
writing that it elects to cause the issuance of Definitive Capital Securities
under this Trust Agreement, or




          (iii) the Clearing Agency notifies the Sponsor that it is unwilling or
unable to continue as Clearing Agency for such Global Capital Security or if
at any time such Clearing Agency ceases to be a “clearing agency” registered
under the Exchange Act, and, in each case, a clearing agency is not appointed
by the Sponsor within 90 days of receipt of such notice or of becoming aware
of such condition,


then the Trust will execute, and the Property Trustee, upon receipt of a
written order of the Trust signed by one Administrative Trustee requesting the
authentication and delivery of Definitive Capital Securities to the Persons
designated by the Trust, will authenticate and make available for delivery
Definitive Capital Securities, equal in number to the number of Capital
Securities represented by the Global Capital Security, in exchange for such
Global Capital Security.




          (g) Cancellation or Adjustment of Global Capital Security. At such time as
all beneficial interests in the Global Capital Security have either been
exchanged for Definitive Capital Securities to the extent permitted by this
Trust Agreement or redeemed, repurchased or canceled in accordance with the
terms of this Trust Agreement, such Global Capital Security shall be returned
to the Clearing Agency for cancellation or retained and canceled by the
Property Trustee. At any time prior to such cancellation, if any beneficial
interest in the Global Capital Security is exchanged for Definitive Capital
Securities, Capital Securities represented by such Global Capital Security
shall be reduced and an adjustment shall be made on the books and records of
the Property Trustee and the Clearing Agency or its nominee to reflect such
reduction.



          (h) Obligations with Respect to Transfers and Exchanges of Capital
Securities.




          (i) To permit registrations of transfers and exchanges, the Trust shall
execute and the Property Trustee shall authenticate Definitive Capital
Securities and the Global Capital Security at the Registrar’s or
co-registrar’s request in accordance with the terms of this Trust Agreement.




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



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          (iii) The Registrar or co-registrar shall not be required to register
the transfer of or exchange of (a) Capital Securities during a period
beginning at the opening of business 15 days before the day of mailing of a
notice of redemption or any notice of selection of Capital Securities for
redemption and ending at the close of business on the day of such mailing or
(b) any Capital Security so selected for redemption in whole or in part,
except the unredeemed portion of any Capital Security being redeemed in part.




          (iv) Prior to the due presentation for registration of transfer of any
Capital Security, the Trust, the Property Trustee, the Paying Agent, the
Registrar or any co-registrar may deem and treat the Person in whose name a
Capital Security is registered as the absolute owner of such Capital Security
for the purpose of receiving Distributions on such Capital Security and for
all other purposes whatsoever, and none of the Trust, the Property Trustee,
the Paying Agent, the Registrar or any co-registrar shall be affected by
notice to the contrary.




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




          (i) No Obligation of the Property Trustee.




          (i) The Property Trustee shall have no responsibility or obligation to
any beneficial owner of the Global Capital Security, a Participant in the
Clearing Agency or other Person with respect to the accuracy of the records
of the Clearing Agency or its nominee or of any Participant thereof, with
respect to any ownership interest in the Capital Securities or with respect
to the delivery to any Participant, beneficial owner or other Person (other
than the Clearing Agency) of any notice (including any notice of redemption)
or the payment of any amount, under or with respect to such Capital
Securities. All notices and communications to
be given to the Holders and all payments to be made to Holders under the
Capital Securities shall be given or made only to or upon the order of the
registered Holders (which shall be the Clearing Agency or its nominee in the
case of the Global Capital Security). The rights of beneficial owners in the
Global Capital Security shall be exercised only through the Clearing Agency
subject to the applicable rules and procedures of the Clearing Agency. The
Property Trustee may conclusively rely and shall be fully protected in
relying upon information furnished by the Clearing Agency or any agent
thereof with respect to its Participants and any beneficial owners.



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     (ii) The Property Trustee and the Registrar shall have no obligation or
duty to monitor, determine or inquire as to compliance with any restrictions
on transfer imposed under this Trust Agreement or under applicable law with
respect to any transfer of any interest in any Capital Security (including
any transfers between or among Clearing Agency Participants or beneficial
owners in the Global Capital Security) other than to require delivery of such
Certificates and other documentation or evidence as are expressly required
by, and to do so if and when expressly required by, the terms of this Trust
Agreement, and to examine the same to determine substantial compliance as to
form with the express requirements hereof.



SECTION 9.3 Deemed Security Holders.



          The Trustees may treat the Person in whose name any Security shall be
registered on the books and records of the Trust as the sole owner and Holder
of such Security for purposes of receiving Distributions and for all other
purposes whatsoever and, accordingly, shall not be bound to recognize any
equitable or other claim to or interest in such Security on the part of any
Person, whether or not the Trust shall have actual or other notice thereof.



SECTION 9.4 Book-Entry Interests.



          The Global Capital Security shall initially be registered on the books and
records of the Trust in the name of Cede & Co., the nominee of the Clearing
Agency and no Capital Security Beneficial Owner will receive physical delivery
of a definitive Capital Security certificate (a “Capital Security Certificate”)
representing such Capital Security Beneficial Owner’s interests in such Global
Capital Security, except as provided in Section 9.2 and Section 7.9. Unless and
until Definitive Capital Securities have been issued to the Capital Security
Beneficial Owners pursuant to Section 9.2 or Section 7.9:




          (a) the provisions of this Section 9.4 shall be in full force and
effect;




          (b) the Trust and the Trustees shall be entitled to deal with the
Clearing Agency for all purposes of this Trust Agreement (including the
payment of Distributions on the Global Capital Security and receiving
approvals, votes or consents hereunder) as the sole Holder of the Global
Capital Security and shall have no obligation to the Capital Security
Beneficial Owners;




          (c) to the extent that the provisions of this Section 9.4 conflict with
any other provisions of this Trust Agreement, the provisions of this Section
9.4 shall control; and



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          (d) the rights of the Capital Security Beneficial Owners shall be
exercised only through the Clearing Agency and shall be limited to those
established by law and agreements between such Capital Security Beneficial
Owners and the Clearing Agency and/or the Clearing Agency Participants, and
the Clearing Agency shall receive and transmit payments of Distributions on
the Global Capital Security to such Clearing Agency Participants; provided,
however, that solely for the purposes of determining whether the Holders of
the requisite amount of Capital Securities have voted on any matter provided
for in this Trust Agreement, the Trustees, with respect to the Global Capital
Security, may conclusively rely on, and shall be protected in relying on, any
written instrument (including a proxy) delivered to the Trustees by the
Clearing Agency setting forth the Capital Security Beneficial Owners’ votes
or assigning the right to vote on any matter to any other Persons either in
whole or in part; and the Clearing Agency will also make book-entry transfers
among the Clearing Agency Participants.



SECTION 9.5 Notices to Clearing Agency.



          Whenever a notice or other communication to the Capital Security Holders
is required to be given by a Trustee under this Trust Agreement, such Trustee
shall give all such notices and communications specified herein to be given to
the Holder of the Global Capital Security to the Clearing Agency and shall have
no notice obligations to the Capital Security Beneficial Owners.



SECTION 9.6 Appointment of Successor Clearing Agency.



          If any Clearing Agency elects to discontinue its services as securities
depositary with respect to the Capital Securities, the Administrative Trustees
may, in their sole discretion, appoint a successor Clearing Agency with respect
to such Capital Securities.



ARTICLE X

LIMITATION OF LIABILITY OF

HOLDERS OF SECURITIES, TRUSTEE OR OTHERS




     SECTION 10.1 Liability.



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




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



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



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



          (c) Pursuant to Section 3803(a) of the Statutory Trust Act, the Holders
shall be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware.



SECTION 10.2 Exculpation.



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



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



SECTION 10.3 Fiduciary Duty.



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



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imposed on the Property Trustee under the Trust Indenture Act), are agreed by
the parties hereto to replace such other duties and liabilities of such
Indemnified Person.



          (b) Unless otherwise expressly provided herein:




          (i) whenever a conflict of interest exists or arises between any Covered
Persons, or




          (ii) whenever this Trust Agreement or any other agreement contemplated
herein or therein provides that an Indemnified Person shall act in a manner
that is, or provides terms that are, fair and reasonable to the Trust or any
Holder of Securities,


the Indemnified Person shall resolve such conflict of interest, take such
action or provide such terms, considering in each case the relative interest of
each party (including its own interest) to such conflict, agreement,
transaction or situation and the benefits and burdens relating to such
interests, any customary or accepted industry practices, and any applicable
generally accepted accounting practices or principles. In the absence of bad
faith by the Indemnified Person, the resolution, action or term so made, taken
or provided by the Indemnified Person shall not constitute a breach of this
Trust Agreement or any other agreement contemplated herein or of any duty or
obligation of the Indemnified Person at law or in equity or otherwise.




          (c) Whenever in this Trust Agreement an Indemnified Person is permitted or
required to make a decision:




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




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



SECTION 10.4 Indemnification.




          (a) (i) The Sponsor shall indemnify, to the full extent permitted by
law, any Company Indemnified Person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other



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




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




          (iii) To the extent that a Company Indemnified Person shall be
successful on the merits or otherwise (including dismissal of an action
without prejudice or the settlement of an action without admission of
liability) in defense of any action, suit or proceeding referred to in
paragraphs (i) and (ii) of this Section 10.4(a), or in defense of any claim,
issue or matter therein, he shall be indemnified, to the full extent
permitted by law, against expenses (including attorneys’ fees) actually and
reasonably incurred by him in connection therewith.




          (iv) Any indemnification under paragraphs (i) and (ii) of this Section
10.4(a) (unless ordered by a court) shall be made by the Sponsor only as
authorized in the specific case upon a determination that indemnification of



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the Company Indemnified Person is proper in the circumstances because he has
met the applicable standard of conduct set forth in paragraphs (i) and (ii).
Such determination shall be made (1) by the Administrative Trustees by a
majority vote of a Quorum consisting of such Administrative Trustees who were
not parties to such action, suit or proceeding, (2) if such a Quorum is not
obtainable, or, even if obtainable, if a Quorum of disinterested
Administrative Trustees so directs, by independent legal counsel in
a written opinion, or (3) by the Common Security Holder of the Trust.




          (v) Expenses (including attorneys’ fees and expenses) incurred by a
Company Indemnified Person in defending a civil, criminal, administrative or
investigative action, suit or proceeding referred to in paragraphs (i) and
(ii) of this Section 10.4(a) shall be paid by the Sponsor in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Company Indemnified Person to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Sponsor as authorized in this Section 10.4(a).
Notwithstanding the foregoing, no advance shall be made by the Sponsor if a
determination is reasonably and promptly made (i) by the Administrative
Trustees by a majority vote of a Quorum of disinterested Administrative
Trustees, (ii) if such a Quorum is not obtainable, or, even if obtainable, if
a Quorum of disinterested Administrative Trustees so directs, by independent
legal counsel in a written opinion or (iii) by the Common Security Holder of
the Trust, that, based upon the facts known to the Administrative Trustees,
counsel or the Common Security Holder at the time such determination is made,
such Company Indemnified Person acted in bad faith or in a manner that the
Common Security Holder did not believe to be in or not opposed to the best
interests of the Trust, or, with respect to any criminal proceeding, that
such Company Indemnified Person believed or had reasonable cause to believe
his conduct was unlawful. In no event shall any advance be made in instances
where the Administrative Trustees, independent legal counsel or Common
Security Holder reasonably determine that a Company Indemnified Person
deliberately breached his duty to the Trust or its Common or Capital Security
Holders.




          (vi) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other paragraphs of this Section 10.4(a) shall not
be deemed exclusive of any other rights to which those seeking
indemnification and advancement of expenses may be entitled under any
agreement, vote of stockholders or disinterested directors of the Sponsor or
Capital Security Holders of the Trust or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office. All rights to indemnification under this Section 10.4(a) shall be
deemed to be provided by a contract between the Sponsor and each Company
Indemnified Person who serves in such capacity at any time while this Section
10.4(a) is



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in effect. Any repeal or modification of this Section 10.4(a) shall not
affect any rights or obligations then existing.




          (vii) The Sponsor or the Trust may purchase and maintain insurance on
behalf of any person who is or was a Company Indemnified Person against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Debenture Issuer would
have the power to indemnify him against such liability under the provisions
of this Section 10.4(a).




          (viii) For purposes of this Section 10.4(a), references to “the Trust”
shall include, in addition to the resulting or surviving entity, any
constituent entity (including any constituent of a constituent) absorbed in a
consolidation or merger, so that any person who is or was a director,
trustee, officer or employee of such constituent entity, or is or was serving
at the request of such constituent entity as a director, trustee, officer,
employee or agent of another entity, shall stand in the same position under
the provisions of this Section 10.4(a) with respect to the resulting or
surviving entity as he would have with respect to such constituent entity if
its separate existence had continued.




          (ix) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section 10.4(a) shall, unless otherwise provided
when authorized or ratified, continue as to a Person who has ceased to be a
Company Indemnified Person and shall inure to the benefit of the heirs,
executors and administrators of such a Person.



          (b) The Sponsor agrees to indemnify the (i) Property Trustee, (ii) the
Delaware Trustee, (iii) any Affiliate of the Property Trustee or the Delaware
Trustee, and (iv) any officers, directors, shareholders, members, partners,
employees, representatives, custodians, nominees or agents of the Property
Trustee or the Delaware Trustee (each of the Persons in (i) through (iv),
including the Property Trustee and the Delaware Trustee in their respective
individual capacities, being referred to as a “Fiduciary Indemnified Person”)
for, and to hold each Fiduciary Indemnified Person harmless against, any and
all loss, liability, damage, claim or expense including taxes (other than taxes
based on the income of such Fiduciary Indemnified Person) incurred without
negligence or bad faith on the part of such Fiduciary Indemnified Person,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending against or investigating any
claim or liability in connection with the exercise or performance of any of the
powers or duties of such Fiduciary Indemnified Person hereunder. The obligation
to indemnify as set forth in this Section 10.4(b) shall survive the resignation
or removal of the Property Trustee or the Delaware Trustee and the satisfaction
and discharge of this Trust Agreement.



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          (c) The Sponsor agrees to pay the Property Trustee and the Delaware
Trustee, from time to time, such compensation for all
services rendered by the Property Trustee and the Delaware Trustee
hereunder as may be mutually agreed upon in writing by the Sponsor and the
Property Trustee or the Delaware Trustee, as the case may be, and, except as
otherwise expressly provided herein, to reimburse the Property Trustee and the
Delaware Trustee upon its or their request for all reasonable expenses
(including counsel fees and expenses), disbursements and advances incurred or
made by the Property Trustee or the Delaware Trustee, as the case may be, in
accordance with the provisions of this Trust Agreement, except any such
expense, disbursement or advance as may be attributable to its or their
negligence or bad faith.



SECTION 10.5 Outside Businesses.



          Any Covered Person, the Sponsor, the Delaware Trustee and the Property
Trustee may engage in or possess an interest in other business ventures of any
nature or description, independently or with others, similar or dissimilar to
the business of the Trust, and the Trust and the Holders shall have no rights
by virtue of this Trust Agreement in and to such independent ventures or the
income or profits derived therefrom, and the pursuit of any such venture, even
if competitive with the business of the Trust, shall not be deemed wrongful or
improper. No Covered Person, the Sponsor, the Delaware Trustee, or the Property
Trustee shall be obligated to present any particular investment or other
opportunity to the Trust even if such opportunity is of a character that, if
presented to the Trust, could be taken by the Trust, and any Covered Person,
the Sponsor, the Delaware Trustee and the Property Trustee shall have the right
to take for its own account (individually or as a partner or fiduciary) or to
recommend to others any such particular investment or other opportunity. Any
Covered Person, the Delaware Trustee and the Property Trustee may engage or be
interested in any financial or other transaction with the Sponsor or any
Affiliate of the Sponsor, or may act as depositary for, trustee or agent for,
or act on any committee or body of holders of, securities or other obligations
of the Sponsor or its Affiliates.



ARTICLE XI

ACCOUNTING




SECTION 11.1 Fiscal Year.



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



SECTION 11.2 Certain Accounting Matters.




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          (a) At all times during the existence of the Trust, the Administrative
Trustees shall keep, or cause to be kept, full books of account, records and
supporting documents, which shall reflect in reasonable detail each transaction
of the Trust. The books of account shall be maintained on the accrual method of
accounting, in accordance with generally accepted accounting principles,
consistently applied. The Trust shall use the accrual method of accounting for
United States federal income tax purposes. The books of account and the records
of the Trust shall be examined by and reported upon as of the end of each
Fiscal Year of the Trust by a firm of independent certified public accountants
selected by the Administrative Trustees.



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



          (c) The Administrative Trustees shall cause to be duly prepared and filed
with the appropriate taxing authority, an annual United States federal income
tax return, on a Form 1041 or such other form required by United States federal
income tax law, and any other annual income tax returns required to be filed by
the Administrative Trustees on behalf of the Trust with any state or local
taxing authority.



SECTION 11.3 Banking.



          The Trust may maintain one or more bank accounts in the name and for the
sole benefit of the Trust; provided, however, that all payments of funds in
respect of the Debentures held by the Property Trustee shall be made directly
to the Property Trustee Account and no other funds of the Trust shall be
deposited in the Property Trustee Account. The sole signatories for such
accounts shall be designated by the Administrative Trustees; provided, however,
that the Property Trustee shall designate the signatories for the Property
Trustee Account.



SECTION 11.4 Withholding.



     The Trust and the Administrative Trustees shall comply with all
withholding requirements under United States federal, state and local law. The
Trust shall request, and the Holders shall provide to the Trust, such forms or
certificates as are necessary to establish an exemption from withholding with
respect to each Holder, and any representations and forms as shall reasonably
be requested by the Trust to assist it in determining the extent of, and in
fulfilling, its



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withholding obligations. The Administrative Trustees shall cause to be filed
required forms with applicable jurisdictions and, unless an exemption from
withholding is properly established by a Holder, shall remit amounts withheld
with respect to the Holder to applicable jurisdictions. To the extent that the
Trust is required to withhold and pay over any amounts to any authority with
respect to Distributions or allocations to any Holder, the amount withheld
shall be deemed to be a Distribution in the amount of the withholding to the
Holder. In the event of any claim of excess withholding, Holders shall be
limited to an action against the applicable jurisdiction. If the amount
required to be withheld was not withheld from actual Distributions made, the
Trust may reduce subsequent Distributions by the amount of such withholding.



ARTICLE XII

AMENDMENTS AND MEETINGS




SECTION 12.1 Amendments.



          (a) Except as otherwise provided in this Trust Agreement (including
Section 7 of Annex I hereto) or by any applicable terms of the Securities, this
Trust Agreement may only be amended by a written instrument approved and
executed by:




          (i) the Sponsor and the Administrative Trustees (or, if there are more
than two Administrative Trustees, a majority of the Administrative Trustees);




          (ii) if the amendment affects the rights, powers, duties, obligations or
immunities of the Property Trustee, the Property Trustee; and




          (iii) if the amendment affects the rights, powers, duties, obligations
or immunities of the Delaware Trustee, the Delaware Trustee.



          (b) No amendment shall be made, and any such purported amendment shall be
void and ineffective:



          (i) unless, in the case of any proposed amendment, the Property Trustee
shall have first received an Officers’ Certificate from each of the Trust and
the Sponsor that such amendment is permitted by, and conforms to, the terms
of this Trust Agreement (including the terms of the Securities);



          (ii) unless, in the case of any proposed amendment which affects the
rights, powers, duties, obligations or immunities of the Property Trustee,
the Property Trustee shall have first received:



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




          (B) an Opinion of Counsel (who may be counsel to the Sponsor or the
Trust) that such amendment is permitted by, and conforms to, the terms of
this Trust Agreement (including the terms of the Securities) and that all
conditions precedent to the execution and delivery of such amendment have
been satisfied;


provided, however, that the Property Trustee shall not be required to sign any
such amendment; and




          (iii) to the extent the result of such amendment would be to:




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




          (B) reduce or otherwise adversely affect the powers of the Property
Trustee in contravention of the Trust Indenture Act; or




          (C) cause the Trust to be deemed to be an Investment Company required to
be registered under the Investment Company Act;



          (c) At such time after the Trust has issued any Securities that remain
outstanding, any amendment that would adversely affect the rights, privileges
or preferences of any Holder may be effected only with such additional
requirements as may be set forth in the terms of such Securities;



          (d) Section 10.1(c) and this Section 12.1 shall not be amended without the
consent of all of the Holders;



          (e) Article Four shall not be amended without the consent of the Holders
of a Majority in liquidation amount of the Common Securities;



          (f) The rights of the Holders of the Common Securities under Article V to
increase or decrease the number of, and appoint and remove Trustees shall not
be amended without the consent of the Holders of a Majority in liquidation
amount of the Common Securities; and



          (g) Notwithstanding Section 12.1(c), this Trust Agreement may be amended
without the consent of the Holders to:




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          (i) cure any ambiguity, correct or supplement any provision in
this Trust Agreement that may be inconsistent with any other provision
of this Trust Agreement or to make any other provisions with respect to
matters or questions arising under this Trust Agreement which shall not
be inconsistent with the other provisions of the Trust Agreement; or




          (ii) to modify, eliminate or add to any provisions of the
Trust Agreement to such extent as shall be necessary to ensure that the
Trust will be classified for United States federal income tax purposes
as a grantor trust at all times that any Securities are outstanding or
to ensure that the Trust will not be required to register as an
Investment Company under the Investment Company Act;


provided, however, that in each such case, such action shall not adversely
affect in any material respect the interests of the Holders, and any amendments
of this Trust Agreement shall become effective when notice thereof is given to
the Holders.



SECTION 12.2 Meetings of the Holders; Action by Written Consent.




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



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




          (i) notice of any such meeting shall be given to all the
Holders having a right to vote thereat at least seven days and not more
than 60 days before the date of such meeting. Whenever a vote, consent
or approval of the Holders is permitted or required under this Trust
Agreement or the rules of any stock exchange on which the Capital
Securities are listed or admitted for trading, such vote, consent or
approval may be given at a meeting of the Holders; any action that may
be taken at a meeting of the Holders may be



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taken without a meeting if a consent in writing setting forth the
action so taken is signed by the Holders owning not less than the
minimum amount of Securities in liquidation amount that would be
necessary to authorize or take such action at a meeting at which all
Holders having a right to vote thereon were present and voting; prompt
notice of the taking of action without a meeting shall be given to the
Holders entitled to vote who have not consented in writing; and the
Property Trustee may specify that any written ballot submitted to the
Security Holder for the purpose of taking any action without a meeting
shall be returned to the Trust within the time specified by the
Property Trustee;




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




          (iii) each meeting of the Holders shall be conducted by the
Administrative Trustees or by such other Person that the Administrative
Trustees may designate; and




          (iv) unless the Statutory Trust Act, this Trust Agreement, the
terms of the Securities, the Trust Indenture Act or the listing rules
of any stock exchange on which the Capital Securities are then listed
or trading, otherwise provides, the Administrative Trustees, in their
sole discretion, shall establish all other provisions relating to
meetings of Holders, including notice of the time, place or purpose of
any meeting at which any matter is to be voted on by any Holders,
waiver of any such notice, action by consent without a meeting, the
establishment of a record date, quorum requirements, voting in person
or by proxy or any other matter with respect to the exercise of any
such right to vote.



ARTICLE XIII

REPRESENTATIONS OF PROPERTY TRUSTEE

AND DELAWARE TRUSTEE



SECTION 13.1 Representations and Warranties of Property Trustee.




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               The Trustee that acts as initial Property Trustee represents
and warrants to the Trust and to the Sponsor at the date of this Trust
Agreement, and each Successor Property Trustee represents and warrants to the
Trust and the Sponsor at the time of the Successor Property Trustee’s
acceptance
of its appointment as Property Trustee that:



               (a) the Property Trustee is a banking corporation, a national
banking association or a bank or trust company, duly organized, validly
existing
and in good standing under the laws of the United States or the State of
Delaware, as the case may be, with corporate power and authority to execute and
deliver, and to carry out and perform its obligations under the terms of, this
Trust Agreement;



               (b) the execution, delivery and performance by the Property
Trustee of this Trust Agreement has been duly authorized by all necessary
corporate action on the part of the Property Trustee; and this Trust Agreement
has been duly executed and delivered by the Property Trustee and under Delaware
law (excluding any securities laws) constitutes a legal, valid and binding
obligation of the Property Trustee, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, reorganization, moratorium,
insolvency, and other similar laws affecting creditors’ rights generally and to
general principles of equity and the discretion of the court (regardless of
whether the enforcement of such remedies is considered in a proceeding in
equity
or at law);



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



               (d) no consent, approval or authorization of, or registration
with or notice to, any federal or Delaware banking authority governing the
trust
powers of the Property Trustee is required for the execution, delivery or
performance by the Property Trustee of this Trust Agreement.


SECTION 13.2 Representations and Warranties of Delaware Trustee.




               The Trustee that acts as initial Delaware Trustee represents
and warrants to the Trust and to the Sponsor at the date of this Trust
Agreement, and each Successor Delaware Trustee represents and warrants to the
Trust and the Sponsor at the time of the Successor Delaware Trustee’s
acceptance
of its appointment as Delaware Trustee that:



               (a) the Delaware Trustee is a banking corporation, a national
banking association or a bank or trust company, duly organized, validly
existing
and in good standing under the laws of the United States or the State of
Delaware, as the case may be, with corporate power and authority to execute and
deliver, and to carry out and perform its obligations under the terms of, this
Trust Agreement;



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               (b) the execution, delivery and performance by the Delaware
Trustee of this Trust Agreement has been duly authorized by all necessary
corporate action on the part of the Delaware Trustee; and this Trust Agreement
has been duly executed and delivered by the Delaware Trustee and under Delaware
law (excluding any securities laws) constitutes a legal, valid and binding
obligation of the Delaware Trustee, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, reorganization, moratorium,
insolvency, and other similar laws affecting creditors’ rights generally and to
general principles of equity and the discretion of the court (regardless of
whether the enforcement of such remedies is considered in a proceeding in
equity
or at law);



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



               (d) no consent, approval or authorization of, or registration
with or notice to, any federal or Delaware banking authority governing the
trust
powers of the Delaware Trustee is required for the execution, delivery or
performance by the Delaware Trustee of this Trust Agreement; and



               (e) the Delaware Trustee is a natural person who is a resident
of the State of Delaware or, if not a natural person, an entity which has its
principal place of business in the State of Delaware, and is a Person that
satisfies for the Trust Section 3807(a) of the Statutory Trust Act.



ARTICLE XIV

MISCELLANEOUS



SECTION 14.1 Notices.




               All notices provided for in this Trust Agreement shall be in
writing, duly signed by the party giving such notice, and shall be delivered,
telecopied or mailed by first class mail, overnight courier service or
confirmed
telecopy, as follows:



               (a) if given to the Trust, in care of the Administrative
Trustees at the Trust’s mailing address set forth below (or such other address
as the Trust may give notice of to the Property Trustee, the Delaware Trustee
and the Holders):



Webster Capital Trust V

c/o Webster Financial Corporation

Webster Plaza

145 Bank Street

Waterbury, CT 06702



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Telecopier: (   )    -   

Telephone: (203) 578-2210



Attention: Administrative Trustee



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



The Bank of New York (Delaware)

White Clay Center, Route 273

Newark, DE 19711

Telecopier: (   )    -   

Telephone: (   )    -   



Attention: Corporate Trust Administration



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



The Bank of New York

One Wall Street

New York, NY 10286

Telecopier: (   )    -   

Telephone: (   )    -   



Attention: Corporate Trust Administration



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



Webster Financial Corporation

Webster Plaza

145 Bank Street

Waterbury, CT 06702

Telecopier: (   )    -   

Telephone: (203) 578-2210



Attention:    



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



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


SECTION 14.2 Governing Law.




               This Trust Agreement and the rights of the parties hereunder
shall be governed by and construed in accordance with the laws of the State of
Delaware without regard to conflict of law principles thereof.


SECTION 14.3 Intention of the Parties.




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


SECTION 14.4 Headings.




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


SECTION 14.5 Successors and Assigns.




               Whenever in this Trust Agreement any of the parties hereto is
named or referred to, the successors and assigns of such party shall be deemed
to be included, and all covenants and agreements in this Trust Agreement by the
Sponsor and the Trustees shall bind and inure to the benefit of their
respective
successors and assigns, whether so expressed.


SECTION 14.6 Partial Enforceability.




               If any provision of this Trust Agreement, or the application
of such provision to any Person or circumstance, shall be held invalid, the
remainder of this Trust Agreement, or the application of such provision to
Persons or circumstances other than those to which it is held invalid, shall
not
be affected thereby.


SECTION 14.7 Counterparts.




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               This Trust Agreement may contain more than one counterpart of
the signature page and this Trust Agreement may be executed by the affixing of
the signature of each of the Trustees to one or more of such counterpart
signature pages. All of such counterpart signature pages shall be read as
though
one, and they shall have the same force and effect as though all of the signers
had signed a single signature page.



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               IN WITNESS WHEREOF, each of the undersigned has caused this
Amended and Restated Trust Agreement to be executed as of the day and year
first
above written.



	 	 	 	 	 
	 	 	

William J. Healy,

as Administrative Trustee
	 
	 	 	 	 
	 	 	

Gregory S. Madar,

as Administrative Trustee
	 
	 	 	 	 
	 	 	

R. David Rosato, as

Administrative Trustee

	 
	 	 	 	 
	 	 	THE BANK OF NEW YORK (DELAWARE),

as Delaware Trustee
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Name:	 	 
	

	 	 	 	

	

	 	Title:	 	 
	

	 	 	 	

	 
	 	 	 	 
	 	 	THE BANK OF NEW YORK,

as Property Trustee
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Name:	 	 
	

	 	 	 	

	

	 	Title:	 	 
	

	 	 	 	








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	 	 	WEBSTER FINANCIAL CORPORATION,

as Sponsor and Debenture Issuer
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Name:	 	 
	

	 	 	 	

	

	 	Title:	 	 
	

	 	 	 	








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ANNEX I




TERMS OF

_____% CAPITAL SECURITIES, SERIES A

_____% COMMON SECURITIES




               Pursuant to Section 7.1 of the Amended and Restated Trust
Agreement, dated as of    (as amended from time to time, the
“Trust
Agreement”), the designation, rights, privileges, restrictions, preferences and
other terms and provisions of the Securities are set out below (each
capitalized
term used but not defined herein has the meaning set forth in the Trust
Agreement or, if not defined in such Trust Agreement, as defined in the
Prospectus Supplement referred to below in Section 2(c) of this Annex I):



               1. Designation and Number.



               (a) Capital Securities.    Series A Capital Securities of
the Trust with an aggregate liquidation amount with respect to the assets of
the
Trust of    dollars ($   ), and with a liquidation amount
with respect to the assets of the Trust of $  per security, are hereby
designated for the purposes of identification only as “   % Capital
Securities, Series A” (collectively, the “Capital Securities”). The
certificates
evidencing the Capital Securities shall be substantially in the form of Exhibit
A-1 to the Trust Agreement, with such changes and additions thereto or
deletions
therefrom as may be required by ordinary usage, custom or practice or to
conform
to the rules of any exchange or quotation system on or in which the Capital
Securities are listed, traded or quoted.



               (b) Common Securities.    Common Securities of the Trust
with an aggregate liquidation amount with respect to the assets of the Trust of
   dollars ($   ) and a liquidation amount with respect to
the assets of the Trust of $  per security, are hereby designated for
the purposes of identification only as “   % Common Securities”
(collectively,
the “Common Securities”). The certificates evidencing the Common Securities
shall be substantially in the form of Exhibit A-2 to the Trust Agreement, with
such changes and additions thereto or deletions therefrom as may be required by
ordinary usage, custom or practice.



               2. Distributions.



               (a) Distributions payable on each Security will be fixed at a
rate per annum of    % (the “Coupon Rate”) of the liquidation amount of
$  per Security (the “Liquidation Amount”), such rate being the rate
of
interest payable on the Debentures to be held by the Property Trustee.
Distributions in arrears for



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more than one semi-annual period will bear additional Distributions thereon
compounded semi-annually at the Coupon Rate (to the extent permitted by
applicable law). The term “Distributions”, as used herein, includes
distributions of any and all such interest, if any, payable unless otherwise
stated. A Distribution is payable only to the extent that payments are made in
respect of the Debentures held by the Property Trustee and to the extent the
Property Trustee has funds legally available therefor.




               (b) Distributions on the Securities will be cumulative, will
accumulate from the most recent date to which Distributions have been paid or,
if no Distributions have been paid, from    , and will be payable
semi-annually in arrears on June 1 and December 1 of each year, commencing
December 1,    (each, a “Distribution Date”), except as otherwise described
below. Distributions will be computed on the basis of a 360-day year consisting
of twelve 30-day months. As long as no Event of Default has occurred and is
continuing under the Indenture, the Debenture Issuer has the right under the
Indenture to defer payments of interest by extending the interest payment
period
at any time and from time to time on the Debentures for a period not exceeding
10 consecutive semi-annual periods, including the first such semi-annual period
during such period (each an “Extension Period”), during which Extension Period
no interest shall be due and payable on the Debentures, provided that no
Extension Period shall end on a date other than an Interest Payment Date for
the
Debentures or extend beyond the Maturity Date of the Debentures. As a
consequence of such deferral, Distributions will also be deferred.
Notwithstanding such deferral, Distributions will continue to accumulate with
additional Distributions thereon (to the extent permitted by applicable law but
not at a rate greater than the rate at which interest is then accruing on the
Debentures) at the Coupon Rate compounded semi-annually during any such
Extension Period. Prior to the termination of any such Extension Period, the
Debenture Issuer may further defer payments of interest by further extending
such Extension Period, provided that such extension does not cause such
Extension Period, together with all such previous and further extensions within
such Extension Period, to exceed 10 consecutive semi-annual periods, including
the first semi-annual period during such Extension Period, end on a date other
than an Interest Payment Date for the Debentures or extend beyond the Maturity
Date of the Debentures. Upon the termination of any Extension Period and the
payment of all amounts then due, the Debenture Issuer may commence a new
Extension Period, subject to the above requirements.



               (c) Distributions on the Securities will be payable to the
Holders thereof as they appear on the books and records of the Trust on the
close of business on the 15th day of the month immediately preceding the month
in which the relevant Distribution Date occurs, which Distribution Dates
correspond to the Interest Payment Dates for the Debentures. Subject to any
applicable laws and regulations and the provisions of the Trust Agreement, each
such payment in respect of the Capital Securities will be made as described
under the heading



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“Description of Capital Securities — Form, Denomination, Book-Entry Procedures
and Transfer” in the Prospectus Supplement dated    , of the
Debenture Issuer and the Trust relating to the Securities and the Debentures.
The relevant record dates for the Common Securities shall be the same as the
record dates for the Capital Securities. Distributions payable on any
Securities
that are not punctually paid on any Distribution Date, as a result of the
Debenture Issuer having failed to make a payment under the Debentures, will
cease to be payable to the Holder on the relevant record date, and such
defaulted Distribution will instead be payable to the Person in whose name such
Securities are registered on the special record date or other specified date
determined in accordance with the Indenture. If any date on which Distributions
are payable on the Securities is not a Business Day, then payment of the
Distributions payable on such date will be made on the next succeeding day that
is a Business Day (and without any interest or other payment in respect of any
such delay), with the same force and effect as if made on such date.




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



               3. Liquidation Distribution Upon Dissolution.



               In the event of any dissolution of the Trust, or if the
Sponsor otherwise gives notice of its election to liquidate the Trust pursuant
to Section 8.1(a)(iii) of the Trust Agreement, the Trust shall be liquidated by
the Administrative Trustees as expeditiously as the Administrative Trustees
determine to be possible by distributing to the Holders, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, a Like
Amount (as defined below) of the Debentures, unless such distribution is
determined by the Property Trustee not to be practicable, in which event such
Holders will be entitled to receive out of the assets of the Trust legally
available for distribution to Holders, after satisfaction of liabilities to
creditors of the Trust as provided by applicable law, an amount equal to the
aggregate of the liquidation amount of $  per Security plus
accumulated
and unpaid Distributions thereon to the date of payment (such amount being the
“Liquidation Distribution”).



               “Like Amount” means (i) with respect to a redemption of the
Securities, Securities having a Liquidation Amount equal to the principal
amount
of Debentures to be paid in accordance with their terms and (ii) with respect
to
a distribution of Debentures upon the liquidation of the Trust, Debentures
having a principal amount equal to the Liquidation Amount of the Securities of
the Holder to whom such Debentures are distributed.



               If, upon any such liquidation, the Liquidation Distribution
can be paid only in part because the Trust has insufficient assets legally
available to pay in full



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the aggregate Liquidation Distribution, then the amounts payable directly by
the
Trust on the Securities shall be paid on a Pro Rata basis.




               4. Redemption and Distribution.



               (a) Upon the repayment of the Debentures in whole or in part,
at maturity or otherwise (either at the option of the Debenture Issuer or
pursuant to a Special Event, as described below), the proceeds from such
repayment shall be simultaneously applied by the Property Trustee (subject to
the Property Trustee having received written notice no later than 45 days prior
to such repayment) to redeem a Like Amount of the Securities at a redemption
price equal to (i) in the case of the repayment of the Debentures on the
Maturity Date, the Maturity Redemption Price (as defined below), (ii) in the
case of the optional prepayment of the Debentures prior to the Initial Optional
Redemption Date and upon the occurrence and continuation of a Special Event,
the
Special Event Redemption Price (as defined below) and (iii) in the case of the
optional prepayment of the Debentures on or after the Initial Optional
Redemption Date, the Optional Redemption Price (as defined below). The Maturity
Redemption Price, the Special Event Redemption Price and the Optional
Redemption
Price are referred to collectively as the “Redemption Price”. Holders will be
given not less than 30 nor more than 60 days’ prior written notice of such
redemption.



               (b) (i) The “Maturity Redemption Price”, with respect to a
redemption of Securities, shall mean an amount equal to the principal of and
accrued and unpaid interest on the Debentures as of the Maturity Date thereof.



               (ii) In the case of an optional redemption, if fewer than all
the outstanding Securities are to be so redeemed, the Common Securities and the
Capital Securities shall be redeemed Pro Rata and the Capital Securities to be
redeemed will be determined as described in Section 4(f)(ii) below. Upon the
entry of an order for the dissolution of the Trust by a court of competent
jurisdiction, the Debentures thereafter will be subject to optional redemption,
in whole, but not in part, on or after the Initial Optional Redemption Date.



               The Debenture Issuer shall have the right (subject to the
conditions in the Indenture) to elect to redeem the Debentures, in whole or in
part, at any time on or after    (the “Initial Optional Redemption
Date”), and, simultaneous with such redemption, to cause a Like Amount of the
Securities to be redeemed by the Trust at the Optional Redemption Price on a
Pro
Rata basis. “Optional Redemption Price” shall mean a price equal to the
percentage of the liquidation amount of Securities to be redeemed plus
accumulated and unpaid Distributions thereon, if any, to the date of such
redemption if redeemed during the 12-month period beginning June 1 of the years
indicated below:



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	Year Principal
	 	Percentage of

	 
	 	 	100.000	%







               (c) If at any time a Tax Event or a Regulatory Capital Event
(each as defined below, and each a “Special Event”) occurs, the Debenture
Issuer
shall have the right (subject to the conditions set forth in the Indenture) at
any time prior to the Initial Optional Redemption Date, to redeem the
Debentures
in whole, but not in part, within the 90 days following the occurrence of such
Special Event (the “90 Day Period”), and, simultaneous with such redemption, to
cause a Like Amount of the Securities to be redeemed by the Trust at the
Special
Event Redemption Price on a Pro Rata basis.



               “Make-Whole Amount” shall mean an amount equal to the greater
of (x) 100% of the principal of Debentures or (y) the sum, as determined by a
Quotation Agent (as defined in the Indenture), of the present values of the
remaining scheduled payments of principal and interest on the Debentures,
discounted to the redemption date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as
defined in the Indenture), plus, in the case of each of clauses (x) and (y),
accrued and unpaid interest thereon, if any, to the date of redemption.



               A “Tax Event” shall occur upon receipt by the Debenture Issuer
and the Trust of an opinion of counsel experienced in such matters to the
effect
that, as a result of any amendment to, or change (including any announced
prospective change) in, the laws or any regulations thereunder of the United
States or any political subdivision or taxing authority thereof or therein, or
as a result of any official administrative pronouncement 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
   , there is more than an insubstantial risk that (i) the Trust
is,
or will be within 90 days of the date of such opinion, subject to United States
federal income tax with respect to income received or accrued on the
Debentures,
(ii) the interest payable by the Debenture Issuer on the Debentures is not, or
within 90 days of the date of such opinion will not be, deductible by the
Debenture Issuer, in whole or in part, for United States federal income tax
purposes, or (iii) the Trust is, or will be within 90 days of the date of such
opinion, subject to more than a de minimis amount of other taxes, duties or
other governmental charges.



               “Regulatory Capital Event” shall mean the receipt by the
Debenture Issuer and the Trust of an opinion of independent bank regulatory
counsel experienced in such matters to the effect that the Corporation is
subject to the Holding Company Capital Rules (as defined in the Indenture) and
is not entitled to treat the Capital Securities as Tier 1 capital (or its then
equivalent) thereunder; provided, however, that the distribution of the
Debentures in connection with the



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liquidation of the Trust by the Debenture Issuer shall not in and of itself
constitute a Regulatory Capital Event unless such liquidation shall have
occurred in connection with a Tax Event.




               “Special Event Redemption Price” shall mean, with respect to
any redemption of Securities following a Special Event, an amount in cash equal
to the Make-Whole Amount.



               (d) On and from the date fixed by the Administrative Trustees
for any distribution of Debentures and liquidation of the Trust: (i) the
Securities will no longer be deemed to be outstanding, (ii) the Clearing Agency
or its nominee (or any successor Clearing Agency or its nominee), as the Holder
of the Capital Securities, will receive a registered global Certificate or
Certificates representing the Debentures to be delivered upon such
distribution,
and (iii) any Certificates representing Securities not held by the Clearing
Agency or its nominee (or any successor Clearing Agency or its nominee) will be
deemed to represent beneficial interests in a Like Amount of Debentures until
such Certificates are presented to the Debenture Issuer or its agent for
transfer or reissue.



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



               (f) The procedure with respect to redemptions or distributions
of Securities shall be as follows:




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




          (ii) In the event that fewer than all the outstanding
Securities are to be redeemed, the particular Securities to be redeemed
shall be selected on a



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Pro Rata basis (based upon Liquidation Amounts) not more than 60 nor
less than 30 days prior to the date fixed for redemption from the
outstanding Securities not previously called for redemption; provided,
however, that with respect to Holders that would be required to hold
less than 100 but more than zero Securities as a result of such
redemption, the Trust shall redeem Securities of each such Holder so
that after such redemption such Holder shall hold either 100 Securities
or such Holder no longer holds any Securities, and shall use such
method (including, without limitation, by lot) as the Trust shall deem
fair and appropriate; provided, further, that any such redemption may
be made on the basis of the aggregate Liquidation Amount of Securities
held by each Holder thereof and may be made by making such adjustments
as the Trust deems fair and appropriate in order that fractional
Securities shall not thereafter remain outstanding. In respect of
Capital Securities registered in the name of and held of record by the
Clearing Agency or its nominee (or any successor Clearing Agency or its
nominee) or any nominee, the distribution of the proceeds of such
redemption will be made to the Clearing Agency and disbursed by such
Clearing Agency in accordance with the procedures applied by such
agency or nominee.




          (iii) If Securities are to be redeemed and the Trust gives a
Redemption/Distribution Notice (which notice will be irrevocable), then
(A) with respect to Capital Securities issued in book-entry form, by
12:00 noon, New York City time, on the redemption date, provided that
the Debenture Issuer has paid the Property Trustee a sufficient amount
of cash in connection with the related redemption or maturity of the
Debentures by 10:00 a.m., New York City time, on the Maturity Date or
the date of redemption, as the case requires, the Property Trustee will
deposit irrevocably with the Clearing Agency or its nominee (or
successor Clearing Agency or its nominee) immediately available funds
sufficient to pay the applicable Redemption Price with respect to such
Capital Securities and will give the Clearing Agency irrevocable
instructions and authority to pay the Redemption Price to the relevant
Clearing Agency Participants, and (B) with respect to Capital
Securities issued in certificated form and Common Securities, provided
that the Debenture Issuer has paid the Property Trustee a sufficient
amount of cash in connection with the related redemption or maturity of
the Debentures, the Property Trustee will irrevocably deposit with the
paying agent for the Capital Securities (if other than the Property
Trustee) funds sufficient to pay the applicable Redemption Price to the
Holders by check mailed to the address of the relevant Holder appearing
on the books and records of the Trust on the redemption date, and
provided further, that any such payment shall become due only upon
surrender by the Holder of the related certificated Capital Securities.
If a Redemption/ Distribution Notice shall have been given and funds
deposited as required, if applicable, then immediately prior to the
close of business on the date of such deposit, or on the redemption
date, as applicable, Distributions will cease to



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accumulate on the Securities so called for redemption and all rights of
Holders so called for redemption will cease, except the right of the
Holders of such Securities to receive the Redemption Price, but without
interest on such Redemption Price, and such Securities shall cease to
be outstanding.




          (iv) Payment of accumulated and unpaid Distributions on the
Redemption Date of the Securities will be subject to the rights of
Holders on the close of business on a regular record date in respect of
a Distribution Date occurring on or prior to such Redemption Date.



               Neither the Administrative Trustees nor the Trust shall be
required to register or cause to be registered the transfer of (i) any
Securities beginning on the opening of business 15 days before the day of
mailing of a notice of redemption or any notice of selection of Securities for
redemption or (ii) any Securities selected for redemption except the unredeemed
portion of any Security being redeemed. If any date fixed for redemption of
Securities is not a Business Day, then payment of the Redemption Price payable
on such date will be made on the next succeeding day that is a Business Day
(and
without any interest or other payment in respect of any such delay). If payment
of the Redemption Price in respect of any Securities is improperly withheld or
refused and not paid either by the Property Trustee or by the Sponsor as
guarantor pursuant to the Capital Securities Guarantee, Distributions on such
Securities will continue to accumulate from the original redemption date to the
actual date of payment, in which case the actual payment date will be
considered
the date fixed for redemption for purposes of calculating the Redemption Price.




          (v) Redemption/Distribution Notices shall be sent by the
Property Trustee on behalf of the Trust to (A) in respect of Capital
Securities issued in book-entry form, the Clearing Agency or its
nominee (or any successor Clearing Agency or its nominee), (B) in
respect of Capital Securities issued in certificated form, to the
Holders thereof, and (C) in respect of the Common Securities, to the
Holders thereof.




          (vi) Subject to the foregoing and applicable law (including,
without limitation, United States federal securities laws and banking
laws), the Sponsor or any of its subsidiaries may at any time and from
time to time purchase outstanding Capital Securities by tender, in the
open market or by private agreement.



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               5. Voting Rights — Capital Securities.



               (a) Except as provided under Sections 5(b) and 7 and as
otherwise required by law and the Trust Agreement, the Holders of the Capital
Securities will have no voting rights.



               (b) So long as any Debentures are held by the Property
Trustee, the Trustees shall not (i) direct the time, method and place of
conducting any proceeding for any remedy available to the Debenture Trustee or
executing any trust or power conferred on such Debenture Trustee with respect
to
the Debentures, (ii) waive any past default that is waivable under Section
   
of the Indenture, (iii) exercise any right to rescind or annul a declaration of
acceleration of the maturity of the principal of the Debentures or (iv) consent
to any amendment, modification or termination of the Indenture or the
Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of a Majority in liquidation amount
of all outstanding Capital Securities; provided, however, that where a consent
under the Indenture would require the consent of each holder of Debentures
affected thereby, no such consent shall be given by the Property Trustee
without
the prior approval of each Holder of the Capital Securities. The Trustees shall
not revoke any action previously authorized or approved by a vote of the
Holders
of the Capital Securities except by subsequent vote of such Holders. The
Property Trustee shall notify each Holder of Capital Securities of any notice
of
default with respect to the Debentures. In addition to obtaining the foregoing
approvals of such Holders of the Capital Securities, prior to taking any of the
foregoing actions, the Trustees shall obtain an opinion of counsel experienced
in such matters to the effect that the Trust will continue to be classified as
a
grantor trust for United States federal income tax purposes after taking any
such action into account.



               If an Event of Default under the Trust Agreement has occurred
and is continuing and such event is attributable to the failure of the
Debenture
Issuer to pay principal of or premium, if any, or interest on the Debentures on
the due date (or, in the case of redemption, on the redemption date), then a
Holder of Capital Securities may institute a proceeding directly against the
Debenture Issuer for enforcement of payment to such Holder of the principal of
or premium, if any, or interest on a Like Amount of Debentures (a “Direct
Action”) on or after the respective due date specified in the Debentures. In
connection with such Direct Action, the rights of the Common Securities Holder
will be subrogated to the rights of such Holder of Capital Securities to the
extent of any payment made by the Debenture Issuer to such Holder of Capital
Securities in such Direct Action. Except as provided in the second preceding
sentence, the Holders of Capital Securities will not be able to exercise
directly any other remedy available to the holders of the Debentures.



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



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



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



               6. Voting Rights — Common Securities.



               (a) Except as provided under Sections 6(b), 6(c), and 7 or as
otherwise required by law and the Trust Agreement, the Holders of the Common
Securities will have no voting rights.



               (b) Unless a Debenture Event of Default shall have occurred
and be continuing, any Trustee may be removed at any time by the Holder of the
Common Securities. If a Debenture Event of Default has occurred and is
continuing, the Property Trustee and the Delaware Trustee may be removed at
such
time by the Holders of a Majority in liquidation amount of the outstanding
Capital Securities. In no event will the Holders of the Capital Securities have
the right to vote to appoint, remove or replace the Administrative Trustees,
which voting rights are vested exclusively in the Sponsor as the Holder of the
Common Securities. No resignation or removal of a Trustee and no appointment of
a successor trustee shall be effective until the acceptance of appointment by
the successor trustee in accordance with the provisions of the Trust Agreement.



               (c) So long as any Debentures are held by the Property
Trustee, the Trustees shall not (i) direct the time, method and place of
conducting any proceeding for any remedy available to the Debenture Trustee, or
executing any trust or power conferred on such Debenture Trustee with respect
to
the Debentures,



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(ii) waive any past default that is waivable under Section    of the
Indenture, (iii) exercise any right to rescind or annul a declaration of
acceleration of the maturity of the principal of the Debentures or (iv) consent
to any amendment, modification or termination of the Indenture or the
Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of a Majority in liquidation amount
of all outstanding Common Securities; provided, however, that where a consent
under the Indenture would require the consent of each holder of Debentures
affected thereby, no such consent shall be given by the Property Trustee
without
the prior approval of each Holder of the Common Securities. The Trustees shall
not revoke any action previously authorized or approved by a vote of the
Holders
of the Common Securities except by subsequent vote of such Holders. The
Property
Trustee shall notify each Holder of Common Securities of any notice of default
with respect to the Debentures. In addition to obtaining the foregoing
approvals
of such Holders of the Common Securities, prior to taking any of the foregoing
actions, the Trustees shall obtain an opinion of counsel experienced in such
matters to the effect that the Trust will continue to be classified as a
grantor
trust for United States federal income tax purposes after taking any such
action
into account.




               If an Event of Default under the Trust Agreement has occurred
and is continuing and such event is attributable to the failure of the
Debenture
Issuer to pay principal of or premium, if any, or interest on the Debentures on
the due date (or in the case of redemption, on the redemption date), then a
Holder of Common Securities may institute a Direct Action directly against the
Debenture Issuer for enforcement of payment to such Holder of the principal of
or premium, if any, or interest on a Like Amount of Debentures on or after the
respective due date specified in the Debentures. In connection with such Direct
Action, the rights of the Common Securities Holder will be subordinated to the
rights of such Holder of Capital Securities in respect of any payment from the
Debenture Issuer in such Direct Action. Except as provided in the second
preceding sentence, the Holders of Common Securities will not be able to
exercise directly any other remedy available to the holders of the Debentures.



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



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



               7. Amendments to Trust Agreement.



               In addition to the requirements set out in Section 12.1 of the
Trust Agreement, the Trust Agreement may be amended from time to time by the
Sponsor, the Property Trustee and the Administrative Trustees without the
consent of the Holders (i) to cure any ambiguity, correct or supplement any
provisions in the Trust Agreement that may be inconsistent with any other
provisions, or to make any other provisions with respect to matters or
questions
arising under the Trust Agreement which shall not be inconsistent with the
other
provisions of the Trust Agreement or (ii) to modify, eliminate or add to any
provisions of the Trust Agreement to such extent as shall be necessary to
ensure
that the Trust will be classified for United States federal income tax purposes
as a grantor trust at all times that any Securities are outstanding or to
ensure
that the Trust will not be required to register as an Investment Company under
the Investment Company Act; provided, however, that in each case, such action
shall not adversely affect in any material respect the interests of any Holder,
and any amendments of the Trust Agreement shall become effective when notice
thereof is given to the Holders. The Trust Agreement may also be amended by the
Trustees and the Sponsor with (i) the consent of Holders representing a
Majority
in liquidation amount of all outstanding Securities, and (ii) receipt by the
Trustees of an Opinion of Counsel to the effect that such amendment or the
exercise of any power granted to the Trustees in accordance with such amendment
will not affect the Trust’s status as a grantor trust for United States federal
income tax purposes or the Trust’s exemption from status as an Investment
Company under the Investment Company Act; provided, however, that, without the
consent of each Holder of Trust Securities, the Trust Agreement may not be
amended to (i) change the amount or timing of any Distribution on, or the
payment required to be made in respect of, the Trust Securities as of a
specified date, (ii) restrict the right of a Holder of Trust Securities to
institute suit for the enforcement of any such payment on or after such date,
(iii) change the purpose of the Trust, (iv) authorize the issuance of any
additional beneficial interests in the Trust, (v) change the conversion,
exchange or redemption provisions of the Trust Securities, (vi) change the
conditions precedent for the Sponsor to elect to dissolve the Trust and
distribute the Debentures to the Holders of Trust Securities, (vii) change the
liquidation distribution or other provisions of the Trust Securities relating
to
Distributions payable upon the dissolution and liquidation of the Trust or
(viii) affect the limited liability of any Holder of Trust Securities.



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               8. Pro Rata.



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



               9. Ranking.



               The Capital Securities rank pari passu with the Common
Securities and payment thereon shall be made Pro Rata with the Common
Securities, except that, if an Event of Default under the Trust Agreement
occurs
and is continuing, no payments in respect of Distributions on, or payments upon
liquidation, redemption or otherwise with respect to, the Common Securities
shall be made until the Holders of the Capital Securities shall be paid in full
the Distributions, Redemption Price, Liquidation Distribution and other
payments
to which they are entitled at such time.



               10. Acceptance of Capital Securities Guarantee, Indenture and Debentures.



               Each Holder of Capital Securities and Common Securities, by
the acceptance thereof, agrees to the provisions of the Capital Securities
Guarantee, the Common Securities Guarantee, the Indenture and the Debentures,
as
applicable, including the subordination provisions therein.



               11. No Preemptive Rights.



               The issuance of Capital Securities and the issuance of Common
Securities is not subject to preemptive or other similar rights. The Holders
shall have no preemptive rights to subscribe for any additional securities.



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               12. Miscellaneous.



               These terms constitute a part of the Trust Agreement.



               The Sponsor will provide a copy of the Trust Agreement, the
Capital Securities Guarantee and the Indenture (including any supplemental indenture) to a Holder without
charge upon written request to the Sponsor at its principal place of business.



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EXHIBIT A-1




FORM OF CAPITAL SECURITY CERTIFICATE




[FORM OF FACE OF SECURITY]





               [IF THIS CAPITAL SECURITY IS A GLOBAL CAPITAL SECURITY,
INSERT: THIS CAPITAL SECURITY IS A GLOBAL CAPITAL SECURITY WITHIN THE MEANING
OF
THE TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF
THE
DEPOSITORY TRUST COMPANY (THE “CLEARING AGENCY”) OR A NOMINEE OF THE CLEARING
AGENCY. THIS CAPITAL SECURITY IS EXCHANGEABLE FOR CAPITAL SECURITIES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE CLEARING AGENCY OR ITS NOMINEE ONLY IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND NO TRANSFER OF
THIS CAPITAL SECURITY (OTHER THAN A TRANSFER OF THIS CAPITAL SECURITY AS A
WHOLE
BY THE CLEARING AGENCY TO A NOMINEE OF THE CLEARING AGENCY OR BY A NOMINEE OF
THE CLEARING AGENCY TO THE CLEARING AGENCY OR ANOTHER NOMINEE OF THE CLEARING
AGENCY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.




               UNLESS THIS CAPITAL SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE CLEARING AGENCY TO THE TRUST OR ITS AGENT FOR
REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CAPITAL SECURITY ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE CLEARING AGENCY AND ANY PAYMENT HEREON IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]


Certificate Number:                    Aggregate Liquidation Amount: $                   



CUSIP Number:                    




Certificate Evidencing Capital Securities




of




Webster Capital Trust V




-83-









 





_____% Capital Securities, Series __

(liquidation amount $  per Capital Security)




               Webster Capital Trust V, a statutory trust created under the
laws of the State of Delaware (the “Trust”), hereby certifies that
   (the “Holder”) is the registered owner of [$   in
aggregate liquidation amount of Capital Securities of the Trust]1 [the
aggregate
liquidation amount of Capital Securities of the Trust specified in Schedule A
hereto]2 representing undivided preferred beneficial interests in the assets of
the Trust designated the    % Capital Securities, Series    (liquidation
amount $  per Capital Security) (the “Capital Securities”). The
Capital
Securities are transferable on the books and records of the Trust, in person or
by a duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer. The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Capital
Securities represented hereby are issued and shall in all respects be subject
to
the provisions of the Amended and Restated Trust Agreement of the Trust, dated
as of    , as the same may be amended from time to time (the “Trust
Agreement”), including the designation of the terms of the Capital Securities
as
set forth in Annex I to the Trust Agreement. Capitalized terms used but not
defined herein shall have the meaning given them in the Trust Agreement. The
Sponsor will provide a copy of the Trust Agreement, the Capital Securities
Guarantee and the Indenture (including any supplemental indenture) to a Holder
without charge upon written request to the Trust at its principal place of
business.



               Upon receipt of this Certificate, the Holder is bound by the
Trust Agreement and is entitled to the benefits thereunder and to the benefits
of the Capital Securities Guarantee to the extent provided therein.











	 	 	                   Insert in Definitive Capital Securities only.
	 
	 	 	                   Insert in Global Capital Securities only.





-84-









 





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



-85-









 





               IN WITNESS WHEREOF, the Trust has executed this certificate
this    day of    ,    .



	 	 	 	 	 
	 	 	WEBSTER CAPITAL TRUST V
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Name:	 	 
	

	 	 	 	

	

	 	 	 	Administrative Trustee







PROPERTY TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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



Dated:                    ,                    



	 	 	 	 	 
	 	 	THE BANK OF NEW YORK,

not in its individual capacity but

solely as Property Trustee
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	 	 	Authorized Signatory







-86-









 





[FORM OF REVERSE OF SECURITY]




               Distributions payable on each Capital Security will be fixed
at a rate per annum of    % (the “Coupon Rate”) of the liquidation amount of
$  per Capital Security, such rate being the rate of interest payable
on the Debentures to be held by the Property Trustee. Distributions in arrears
for more than one semi-annual period will bear interest thereon compounded
semi-annually at the Coupon Rate (to the extent permitted by applicable law).
The term “Distributions”, as used herein, includes such cash distributions and
any and all such interest and Liquidated Damages, if any, payable unless
otherwise stated. A Distribution is payable only to the extent that payments
are
made in respect of the Debentures held by the Property Trustee and to the
extent
the Property Trustee has funds legally available therefor.



               Distributions on the Capital Securities will be cumulative,
will accumulate from the most recent date to which Distributions have been paid
or, if no Distributions have been paid, from    and will be
payable
semi-annually in arrears, on June 1 and December 1 of each year, commencing
December 1,    , except as otherwise described below. Distributions will be
computed on the basis of a 360-day year consisting of twelve 30-day months. As
long as no Event of Default has occurred and is continuing under the Indenture,
the Debenture Issuer has the right under the Indenture to defer payments of
interest by extending the interest payment period at any time and from time to
time on the Debentures for a period not exceeding 10 consecutive calendar
semi-annual periods, including the first such semi-annual period during such
extension period (each an “Extension Period”), provided that no Extension
Period
shall end on a date other than an Interest Payment Date for the Debentures or
extend beyond the Maturity Date of the Debentures. As a consequence of such
deferral, Distributions will also be deferred. Notwithstanding such deferral,
semi-annual Distributions will continue to accumulate with interest thereon (to
the extent permitted by applicable law, but not at a rate exceeding the rate of
interest then accruing on the Debentures) at the Coupon Rate compounded
semi-annually during any such Extension Period. Prior to the termination of any
Extension Period, the Debenture Issuer may further defer payments of interest
by
further extending such Extension Period; provided that such Extension Period,
together with all such previous and further extensions within such Extension
Period, may not (i) exceed 10 consecutive semi-annual periods, including the
first semi-annual period during such Extension Period, (ii) end on a date other
than an Interest Payment Date for the Debentures or (iii) extend beyond the
Maturity Date of the Debentures. Payments of accumulated Distributions will be
payable to Holders as they appear on the books and records of the Trust on the
record date immediately preceding the end of the Extension Period. Upon the
termination of any Extension Period and the payment of all amounts then due,
the
Debenture Issuer may commence a new Extension Period, subject to the above
requirements.



-87-









 





               Subject to receipt by the Sponsor of any and all required
regulatory approvals and to certain other conditions set forth in the Trust
Agreement and the Indenture, the Property Trustee may, at the direction of the
Sponsor, at any time terminate the Trust and cause the Debentures to be
distributed to the holders of the Securities in liquidation of the Trust or,
simultaneously with any redemption of the Debentures, cause a Like Amount of
the
Securities to be redeemed by the Trust.



               The Capital Securities shall be redeemable as provided in the
Trust Agreement.



-88-









 





ASSIGNMENT



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




	 	 	 
	

	

	

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







	 	 	 
	

	

	

	

	(Insert address and zip code of assignee)







and irrevocably appoints



	 
	


	


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







Date:                    



Signature:                    



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



Signature Guarantee 3 :                    



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




-89-









 





	 	 	 
	 

	 	

Signature







-90-









 





EXHIBIT A-2




FORM OF COMMON SECURITY CERTIFICATE




-91-









 





Certificate Evidencing Common Securities




of




Webster Capital Trust V




_____% Common Securities

(liquidation amount $  per Common Security)




               Webster Capital Trust V, a statutory trust created under the
laws of the State of Delaware (the “Trust”), hereby certifies that Webster
Financial Corporation (the “Holder”) is the registered owner of    
(   ) common securities of the Trust representing undivided beneficial
interests in the assets of the Trust designated the    % Common Securities
(liquidation amount $  per Common Security) (the “Common Securities”).
The Common Securities are transferable on the books and records of the Trust,
in
person or by a duly authorized attorney, upon surrender of this Certificate
duly
endorsed and in proper form for transfer. The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Common
Securities represented hereby are issued and shall in all respects be subject
to
the provisions of the Amended and Restated Trust Agreement of the Trust dated
as
of    , as the same may be amended from time to time (the “Trust
Agreement”), including the designation of the terms of the Common Securities as
set forth in Annex I to the Trust Agreement. Capitalized terms used but not
defined herein shall have the meaning given them in the Trust Agreement. The
Sponsor will provide a copy of the Trust Agreement and the Indenture (including any supplemental indenture) to a Holder
without charge upon written request to the Sponsor at its principal place of
business.



               Upon receipt of this Certificate, the Holder is bound by the
Trust Agreement and is entitled to the benefits thereunder to the extent provided therein.



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



-92-









 





               IN WITNESS WHEREOF, the Trust has executed this certificate
this day of   ,   .



	 	 	 	 	 
	 	 	WEBSTER CAPITAL TRUST V
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Name:	 	 
	

	 	 	 	

	

	 	 	 	Administrative Trustee







-93-









 





[FORM OF REVERSE OF SECURITY]




               Distributions payable on each Common Security will be fixed at
a rate per annum of    % (the “Coupon Rate”) of the liquidation amount of
$  per Common Security, such rate being the rate of interest payable
on
the Debentures to be held by the Property Trustee. Distributions in arrears for
more than one semi-annual period will bear interest thereon compounded
semi-annually at the Coupon Rate (to the extent permitted by applicable law).
The term “Distributions”, as used herein, includes such cash distributions and
any and all such interest and Liquidated Damages, if any, payable unless
otherwise stated. A Distribution is payable only to the extent that payments
are
made in respect of the Debentures held by the Property Trustee and to the
extent
the Property Trustee has funds legally available therefor.



               Distributions on the Common Securities will be cumulative,
will accrue from the most recent date to which Distributions have been paid or,
if no Distributions have been paid, from    and will be payable
semi-annually in arrears, on June 1 and December 1 of each year, commencing
December 1,    , except as otherwise described below. Distributions will be
computed on the basis of a 360-day year consisting of twelve 30-day months. As
long as no Event of Default has occurred and is continuing under the Indenture,
the Debenture Issuer has the right under the Indenture to defer payments of
interest by extending the interest payment period at any time and from time to
time on the Debentures for a period not exceeding 10 consecutive calendar
semi-annual periods, including the first such semi-annual period during such
extension period (each an “Extension Period”), provided that no Extension
Period
shall end on a date other than an Interest Payment Date for the Debentures or
extend beyond the Maturity Date of the Debentures. As a consequence of such
deferral, Distributions will also be deferred. Notwithstanding such deferral,
Distributions will continue to accumulate with interest thereon (to the extent
permitted by applicable law, but not at a rate exceeding the rate of interest
then accruing on the Debentures) at the Coupon Rate compounded semi-annually
during any such Extension Period. Prior to the termination of any Extension
Period, the Debenture Issuer may further defer payments of interest by further
extending such Extension Period; provided that such Extension Period, together
with all such previous and further extensions within such Extension Period, may
not (i) exceed 10 consecutive semi-annual periods, including the first
semi-annual period during such Extension Period, (ii) end on a date other than
an Interest Payment Date for the Debentures or (iii) extend beyond the Maturity
Date of the Debentures. Payments of accrued Distributions will be payable to
Holders as they appear on the books and records of the Trust on the record date
immediately preceding the end of the Extension Period. Upon the termination of
any Extension Period and the payment of all amounts then due, the Debenture
Issuer may commence a new Extension Period, subject to the above requirements.



-94-









 





               Subject to the receipt by the Sponsor of any and all required
regulatory approvals and to certain other conditions set forth in the Trust
Agreement and the Indenture, the Property Trustee may, at the direction of the
Sponsor, at any time terminate the Trust and cause the Debentures to be
distributed to the holders of the Securities in liquidation of the Trust or,
simultaneously with any redemption of the Debentures, cause a Like Amount of
the
Securities to be redeemed by the Trust.



               The Common Securities shall be redeemable as provided in the
Trust Agreement.



               Under certain circumstances, the right of the holders of the
Common Securities shall be subordinate to the rights of the holders of the
Capital Securities, as provided in the Trust Agreement.




-95-