Exhibit 4.1


 




 





 


FIRST REGIONAL
BANCORP,

as Issuer


 


 


INDENTURE


 


Dated as of
December 18, 2001


 


 


STATE STREET BANK AND
TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION,

as Trustee


 


 


FLOATING RATE JUNIOR
SUBORDINATED DEFERRABLE INTEREST DEBENTURES


 


 


DUE 2031




 





 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I. DEFINITIONS

  
	
   

  
	
   

  	
  Section 1.1.

  	
  Definitions.

  
	
   

  	
   

  	
   

  
	
  ARTICLE II. DEBENTURES

  
	
   

  
	
   

  	
  Section 2.1.

  	
  Authentication and Dating.

  
	
   

  	
  Section 2.2.

  	
  Form of Trustee’s Certificate of
  Authentication.

  
	
   

  	
  Section 2.3.

  	
  Form and Denomination of Debentures.

  
	
   

  	
  Section 2.4.

  	
  Execution of Debentures.

  
	
   

  	
  Section 2.5.

  	
  Exchange and Registration of Transfer of
  Debentures.

  
	
   

  	
  Section 2.6.

  	
  Mutilated, Destroyed, Lost or Stolen
  Debentures.

  
	
   

  	
  Section 2.7.

  	
  Temporary Debentures.

  
	
   

  	
  Section 2.8.

  	
  Payment of Interest and Additional
  Interest.

  
	
   

  	
  Section 2.9.

  	
  Cancellation of Debentures Paid, etc.

  
	
   

  	
  Section 2.10.

  	
  Computation of Interest Rate.

  
	
   

  	
  Section 2.11.

  	
  Extension of Interest Payment Period.

  
	
   

  	
  Section 2.12.

  	
  CUSIP Numbers.

  
	
   

  	
   

  	
   

  
	
  ARTICLE III. PARTICULAR COVENANTS OF
  THE COMPANY

  
	
   

  
	
   

  	
  Section 3.1.

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

  
	
   

  	
  Section 3.2.

  	
  Offices for Notices and Payments, etc.

  
	
   

  	
  Section 3.3.

  	
  Appointments to Fill Vacancies in Trustee’s
  Office.

  
	
   

  	
  Section 3.4.

  	
  Provision as to Paying Agent.

  
	
   

  	
  Section 3.5.

  	
  Certificate to Trustee.

  
	
   

  	
  Section 3.6.

  	
  Additional Sums.

  
	
   

  	
  Section 3.7.

  	
  Compliance with Consolidation Provisions.

  
	
   

  	
  Section 3.8.

  	
  Limitation on Dividends.

  
	
   

  	
  Section 3.9.

  	
  Covenants as to the Trust.

  
	
   

  	
  Section 3.10.

  	
  Additional Junior Indebtedness.

  
	
   

  	
   

  	
   

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

  
	
   

  
	
   

  	
  Section 4.1.

  	
  Securityholders’ Lists.

  
	
   

  	
  Section 4.2.

  	
  Preservation and Disclosure of Lists.

  
	
   

  	
   

  	
   

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

  
	
   

  
	
   

  	
  Section 5.1.

  	
  Events of Default.

  
	
   

  	
  Section 5.2.

  	
  Payment of Debentures on Default; Suit
  Therefor.

  
	
   

  	
  Section 5.3.

  	
  Application of Moneys Collected by Trustee.

  
	
   

  	
  Section 5.4.

  	
  Proceedings by Securityholders.

  
	
   

  	
  Section 5.5.

  	
  Proceedings by Trustee.

  
	
   

  	
  Section 5.6.

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

  



 


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  Section 5.7.

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

  
	
   

  	
  Section 5.8.

  	
  Notice of Defaults.

  
	
   

  	
  Section 5.9.

  	
  Undertaking to Pay Costs.

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI. CONCERNING THE TRUSTEE

  
	
   

  
	
   

  	
  Section 6.1.

  	
  Duties and Responsibilities of Trustee.

  
	
   

  	
  Section 6.2.

  	
  Reliance on Documents, Opinions, etc.

  
	
   

  	
  Section 6.3.

  	
  No Responsibility for Recitals, etc.

  
	
   

  	
  Section 6.4.

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

  
	
   

  	
  Section 6.5.

  	
  Moneys to be Held in Trust.

  
	
   

  	
  Section 6.6.

  	
  Compensation and Expenses of Trustee.

  
	
   

  	
  Section 6.7.

  	
  Officers’ Certificate as Evidence.

  
	
   

  	
  Section 6.8.

  	
  Eligibility of Trustee.

  
	
   

  	
  Section 6.9.

  	
  Resignation or Removal of Trustee

  
	
   

  	
  Section 6.10.

  	
  Acceptance by Successor Trustee.

  
	
   

  	
  Section 6.11.

  	
  Succession by Merger, etc.

  
	
   

  	
  Section 6.12.

  	
  Authenticating Agents.

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII. CONCERNING THE
  SECURITYHOLDERS

  
	
   

  
	
   

  	
  Section 7.1.

  	
  Action by Securityholders.

  
	
   

  	
  Section 7.2.

  	
  Proof of Execution by Securityholders.

  
	
   

  	
  Section 7.3.

  	
  Who Are Deemed Absolute Owners.

  
	
   

  	
  Section 7.4.

  	
  Debentures Owned by Company Deemed Not
  Outstanding.

  
	
   

  	
  Section
  7.5.

  	
  Revocation of Consents; Future Holders Bound.

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII. SECURITYHOLDERS’
  MEETINGS

  
	
   

  
	
   

  	
  Section 8.1.

  	
  Purposes of Meetings.

  
	
   

  	
  Section 8.2.

  	
  Call of Meetings by Trustee.

  
	
   

  	
  Section 8.3.

  	
  Call of Meetings by Company or
  Securityholders.

  
	
   

  	
  Section 8.4.

  	
  Qualifications for Voting.

  
	
   

  	
  Section 8.5.

  	
  Regulations.

  
	
   

  	
  Section 8.6.

  	
  Voting.

  
	
   

  	
  Section 8.7.

  	
  Quorum; Actions.

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX. SUPPLEMENTAL INDENTURES

  
	
   

  
	
   

  	
  Section 9.1.

  	
  Supplemental Indentures without Consent of
  Securityholders.

  
	
   

  	
  Section 9.2.

  	
  Supplemental Indentures with Consent of
  Securityholders.

  
	
   

  	
  Section 9.3.

  	
  Effect of Supplemental Indentures.

  
	
   

  	
  Section 9.4.

  	
  Notation on Debentures.

  
	
   

  	
  Section 9.5.

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

  
	
   

  	
   

  	
   

  
	
  ARTICLE X. REDEMPTION OF SECURITIES

  
	
   

  
	
   

  	
  Section 10.1.

  	
  Optional Redemption.

  
	
   

  	
  Section 10.2.

  	
  Special Event Redemption.

  
	
   

  	
  Section 10.3.

  	
  Notice of Redemption; Selection of
  Debentures.

  
	
   

  	
  Section 10.4.

  	
  Payment of Debentures Called for
  Redemption.

  



 


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

  
	
   

  
	
   

  	
  Section 11.1.

  	
  Company May Consolidate, etc., on
  Certain Terms.

  
	
   

  	
  Section 11.2.

  	
  Successor Entity to be Substituted.

  
	
   

  	
  Section 11.3.

  	
  Opinion of Counsel to be Given to Trustee.

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII. SATISFACTION AND
  DISCHARGE OF INDENTURE

  
	
   

  
	
   

  	
  Section 12.1.

  	
  Discharge of Indenture.

  
	
   

  	
  Section 12.2.

  	
  Deposited Moneys to be Held in Trust by
  Trustee.

  
	
   

  	
  Section 12.3.

  	
  Paying Agent to Repay Moneys Held.

  
	
   

  	
  Section 12.4.

  	
  Return of Unclaimed Moneys.

  
	
   

  	
   

  	
   

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

  
	
   

  
	
   

  	
  Section 13.1.

  	
  Indenture and Debentures Solely Corporate
  Obligations.

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIV. MISCELLANEOUS PROVISIONS

  
	
   

  
	
   

  	
  Section 14.1.

  	
  Successors.

  
	
   

  	
  Section 14.2.

  	
  Official Acts by Successor Entity.

  
	
   

  	
  Section 14.3.

  	
  Surrender of Company Powers.

  
	
   

  	
  Section 14.4.

  	
  Addresses for Notices, etc.

  
	
   

  	
  Section 14.5.

  	
  Governing Law.

  
	
   

  	
  Section 14.6.

  	
  Evidence of Compliance with Conditions
  Precedent.

  
	
   

  	
  Section 14.7.

  	
  Non-Business Days.

  
	
   

  	
  Section 14.8.

  	
  Table of Contents, Headings, etc.

  
	
   

  	
  Section 14.9.

  	
  Execution in Counterparts.

  
	
   

  	
  Section 14.10.

  	
  Separability.

  
	
   

  	
  Section 14.11.

  	
  Assignment.

  
	
   

  	
  Section 14.12.

  	
  Acknowledgment of Rights.

  
	
   

  	
   

  	
   

  
	
  ARTICLE XV. SUBORDINATION OF
  DEBENTURES

  
	
   

  
	
   

  	
  Section 15.1.

  	
  Agreement to Subordinate.

  
	
   

  	
  Section 15.2.

  	
  Default on Senior Indebtedness.

  
	
   

  	
  Section 15.3.

  	
  Liquidation, Dissolution, Bankruptcy.

  
	
   

  	
  Section 15.4.

  	
  Subrogation.

  
	
   

  	
  Section 15.5.

  	
  Trustee to Effectuate Subordination.

  
	
   

  	
  Section 15.6.

  	
  Notice by the Company.

  
	
   

  	
  Section 15.7.

  	
  Rights of the Trustee; Holders of Senior Indebtedness.

  
	
   

  	
  Section 15.8.

  	
  Subordination May Not Be Impaired.

  
	
   

  
	
  Exhibit A

  	
   

  	
  Form of
  Junior Subordinated Deferrable Interest Debenture

  
					



 


iii

















 


THIS
INDENTURE, dated as of December 18, 2001, between First Regional Bancorp,
a California corporation (the “Company”), and State Street Bank and
Trust Company of Connecticut, National Association, a national banking
association organized under the laws of the United States of America, as
debenture trustee (the “Trustee”).


 


WITNESSETH:


 


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


 


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


 


NOW,
THEREFORE, This Indenture Witnesseth:


 


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


 


ARTICLE I.

DEFINITIONS


 


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


 


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


 


“Additional
Junior Indebtedness” means, without duplication and other than the
Debentures, any indebtedness, liabilities or obligations of the Company, or any
Affiliate of the Company, under debt securities (or guarantees in respect of
debt securities) initially issued to any trust, or a trustee of a trust,
partnership or other entity affiliated with the Company that is, directly or
indirectly, a finance subsidiary (as such term is defined in Rule 3a-5 under
the Investment Company Act of 1940) or other financing vehicle of the Company
or any Affiliate of the Company in connection with the issuance by that entity
of preferred securities or other securities that are eligible to qualify for
Tier 1 capital treatment (or its then equivalent) for purposes of the
capital adequacy guidelines of the Federal Reserve, as then in effect and
applicable to the Company (or, if the Company is not a bank holding company,
such guidelines applied to the Company as if the Company were subject to such
guidelines); provided, however, that the inability of the Company
to treat all or any portion of the Additional Junior Indebtedness as
Tier 1 capital shall not disqualify it as Additional Junior Indebtedness
if such inability results from the Company having cumulative preferred stock,
minority interests in consolidated subsidiaries, or any other class of security
or interest which the Federal Reserve now or may hereafter accord Tier 1
capital treatment (including the


 


1

















 


Debentures) in excess of the
amount which may qualify for treatment as Tier 1 capital under applicable
capital adequacy guidelines.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Capital
Treatment Event” means the receipt by the Company and the Trust of an
opinion of counsel experienced in such matters to the effect that, as a result
of the occurrence of any amendment to, or change (including any announced
prospective change) in, the laws, rules or regulations of the United States or
any political subdivision thereof or therein, or as the result of any official
or administrative pronouncement or action or decision interpreting or applying
such laws, rules or regulations, which amendment or change is effective or which
pronouncement, action or decision is announced on or after the date of original
issuance of the Debentures, there is more than an insubstantial risk that the
Company will not, within 90 days of the date of such opinion be entitled to
treat an amount equal to the aggregate liquidation amount of the Debentures as
“Tier 1 Capital” (or its then equivalent) for purposes of the capital
adequacy guidelines of the Federal Reserve, as then in effect and applicable to
the Company (or if the Company is not a bank holding company, such guidelines
applied to the Company as if the Company were subject to such guidelines); provided,
however, that the inability of the Company to treat all or any portion
of the liquidation amount of the Debentures as Tier l Capital shall not
constitute the basis for a Capital Treatment Event, if such inability results
from the Company having cumulative preferred stock, minority interests in
consolidated subsidiaries, or any other class of security or interest which the
Federal Reserve or OTS, as applicable, may now or hereafter accord Tier 1
Capital treatment in excess of the amount which may now or hereafter qualify
for treatment as Tier 1 Capital under applicable capital


 


2

















 


adequacy guidelines; provided
further, however, that the distribution of Debentures in
connection with the liquidation of the Trust shall not in and of itself
constitute a Capital Treatment Event unless such liquidation shall have
occurred in connection with a Tax Event or an Investment Company Event.


 


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


 


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


 


“Company”
means First Regional Bancorp, a California corporation, and, subject to the
provisions of Article XI, shall include its successors and assigns.


 


“Coupon
Rate” has the meaning set forth in Section 2.8.


 


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


 


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


 


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


 


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


 


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


 


“Distribution
Period” has the meaning set forth in Section 2.8.


 


“Determination
Date” has the meaning set forth in Section 2.10.


 


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


 


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


 


“Federal
Reserve” means the Board of Governors of the Federal Reserve System and any
successor federal agency that is primarily responsible for regulating the
activities of bank holding companies.


 


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


 


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


 


“Interest
Payment Date,” means each March 18, June 18, September 18
and December 18 during the term of this Indenture.


 


3

















 


“Interest
Rate” means for the period beginning on (and including) the date of
original issuance and ending on (but excluding) March 18, 2002 the rate
per annum of 5.60% and for each Distribution Period thereafter, the Coupon
Rate.


 


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


 


“Liquidation
Amount” means the stated amount of $ 1,000.00 per Trust Security.


 


“Maturity
Date” means December 18, 2031.


 


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


 


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


 


“OTS”
means the Office of Thrift Supervision and any successor federal agency that is
primarily responsible for regulating the activities of savings and loan holding
companies.


 


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


 


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


 


(b)                                 Debentures,
or portions thereof, for the payment or redemption of which moneys in the
necessary amount shall have been deposited in trust with the Trustee or with
any paying agent (other than the Company) or shall have been set aside and
segregated in trust by the Company (if the Company shall act as its own paying
agent); provided, however, that, if such Debentures, or portions
thereof, are to be redeemed prior to maturity thereof, notice of such
redemption shall have been given as provided in Section 10.3 or provision
satisfactory to the Trustee shall have been made for giving such notice;


 


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


 


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


 


4

















 


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


 


“Principal
Office of the Trustee,” or other similar term, means the office of the
Trustee, at which at any particular time its corporate trust business shall be
principally administered, which at the time of the execution of this Indenture
shall be 225 Asylum Street, Goodwin Square, Hartford, Connecticut 06103.


 


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


 


“Redemption
Price” means 100% of the principal amount of the Debentures being redeemed,
plus accrued and unpaid interest on such Debentures to the Redemption Date.


 


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


 


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


 


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


 


“Senior
Indebtedness” means, with respect to the Company, (i) the principal,
premium, if any, and interest in respect of (A) indebtedness of the
Company for money borrowed and (B) indebtedness evidenced by securities,
debentures, notes, bonds or other similar instruments issued by the Company;
(ii) all capital lease obligations of the Company; (iii) all
obligations of the Company issued or assumed as the deferred purchase price of
property, all conditional sale obligations of the Company and all obligations
of the Company under any title retention agreement; (iv) all obligations
of the Company for the reimbursement of any letter of credit, any banker’s
acceptance, any security purchase facility, any repurchase agreement or similar
arrangement, any interest rate swap, any other hedging arrangement, any
obligation under options or any similar credit or other transaction;
(v) all obligations of the type referred to in clauses (i) through
(iv) above of other Persons for the payment of which the Company is responsible
or liable as obligor, guarantor or otherwise; and (vi) all obligations of
the type referred to in clauses (i) through (v) above of other Persons
secured by any lien on any property or asset of the Company (whether or not
such obligation is assumed by the Company), whether incurred on or prior to the
date of this Indenture or thereafter incurred. 
Notwithstanding the foregoing, “Senior Indebtedness” shall not include
(1) any Additional Junior Indebtedness, (2) Debentures issued
pursuant to this Indenture and guarantees in respect of such Debentures, (3)
trade accounts payable of the Company arising in the ordinary course of
business (such trade accounts payable being pari passu in right of payment to the
Debentures), or (4) obligations with respect to which (a) in the instrument
creating or evidencing the same or pursuant to which the same is outstanding,
it is provided that such obligations are pari passu, junior or otherwise not
superior in right of payment to the Debentures and (b) the Company, prior to
the issuance thereof, has notified (and, if then required under the applicable
guidelines of the regulating entity, has received approval from) the Federal
Reserve (if the Company is a bank holding company) or the OTS (if the Company
is a savings and loan holding company). 
Senior Indebtedness shall continue to be Senior


 


5

















 


Indebtedness and be entitled to
the subordination provisions irrespective of any amendment, modification or
waiver of any term of such Senior Indebtedness.


 


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


 


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


 


“Special
Redemption Price” means (i) 107.5% of the principal amount of the
Debentures being redeemed on a Redemption Date that occurs before
December 18, 2006 and (ii) 100% of the principal amount of the
Debentures being redeemed on a Redemption Date that occurs on December 18,
2006 or after, plus accrued and unpaid interest on such Debentures to the
Redemption Date.


 


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


 


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


 


“3-Month
LIBOR” has the meaning set forth in Section 2.10.


 


“Telerate
Page 3750” has the meaning set forth in Section 2.10.


 


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


 


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


 


6

















 


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


 


ARTICLE II.

DEBENTURES


 


Section 2.1. Authentication and Dating.  Upon the execution and delivery
of this Indenture, or from time to time thereafter, Debentures in an aggregate
principal amount not in excess of $5,155,000 may be executed and delivered by
the Company to the Trustee for authentication, and the Trustee shall thereupon
authenticate and make available for delivery said Debentures to or upon the
written order of the Company, signed by its Chairman of the Board of Directors,
Vice Chairman, the President, one of its Managing Directors or one of its Vice
Presidents without any further action by the Company hereunder.  In authenticating such Debentures, and
accepting the additional responsibilities under this Indenture in relation to
such Debentures, the Trustee shall be entitled to receive, and (subject to
Section 6.1) shall be fully protected in relying upon:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


7

















 


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


 


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


 


	
  By

  	
   

  	
   

  
	
  Authorized
  Signer

  



 


Section 2.3. Form and Denomination of Debentures.  The
Debentures shall be substantially in the form of Exhibit A attached
hereto.  The Debentures shall be in
registered, certificated form without coupons and in minimum denominations of
$500,000.00 and any multiple of $1,000.00 in excess thereof.  Any attempted transfer of the Debentures in
a block having an aggregate principal amount of less than $500,000.00 shall be
deemed to be voided and of no legal effect whatsoever.  Any such purported transferee shall be
deemed not to be a holder of such Debentures for any purpose, including, but
not limited to the receipt of payments on such Debentures, and such purported
transferee shall be deemed to have no interest whatsoever in such
Debentures.  The Debentures shall be
numbered, lettered, or otherwise distinguished in such manner or in accordance
with such plans as the officers executing the same may determine with the
approval of the Trustee as evidenced by the execution and authentication
thereof.


 


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


 


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


 


Every
Debenture shall be dated the date of its authentication.


 


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


 


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


 


8

















 


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


 


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


 


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


 


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


 


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


 


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


 


9

















 


RIGHT PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN
ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE
COMPANY.


 


THE HOLDER OF
THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS
THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN
OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYMENT RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN
ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S
INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN
MAY ACQUIRE OR HOLD THE SECURITIES OR ANY INTEREST THEREIN, UNLESS SUCH
PURCHASER OR HOLDER IS ELIGIBLE FOR EXEMPTIVE RELIEF AVAILABLE UNDER U.S.
DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38,
90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF
THIS SECURITY IS NOT PROHIBITED BY SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING.  ANY PURCHASER OR HOLDER OF THE SECURITIES OR
ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND
HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN
THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975
OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN
EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS
OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR
(ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS
NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.


 


THIS SECURITY
WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN AGGREGATE
PRINCIPAL AMOUNT OF NOT LESS THAN $500,000.00 AND MULTIPLES OF $1,000.00 IN
EXCESS THEREOF.  ANY ATTEMPTED TRANSFER
OF THIS SECURITY IN A BLOCK HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN
$500,000.00 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.


 


THE HOLDER OF
THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.


 


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


 


The Trustee
may authenticate any such substituted Debenture and deliver the same upon the
written request or authorization of any officer of the Company.  Upon the issuance of any substituted
Debenture, the Company may require the payment of a sum sufficient to cover any
tax or other


 


10

















 


governmental charge that may be
imposed in relation thereto and any other expenses connected therewith.  In case any Debenture which has matured or
is about to mature or has been called for redemption in full shall become
mutilated or be destroyed, lost or stolen, the Company may, instead of issuing
a substitute Debenture, pay or authorize the payment of the same (without
surrender thereof except in the case of a mutilated Debenture) if the applicant
for such payment shall furnish to the Company and the Trustee such security or
indemnity as may be required by them to save each of them harmless and, in case
of destruction, loss or theft, evidence satisfactory to the Company and to the
Trustee of the destruction, loss or theft of such Debenture and of the
ownership thereof.


 


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


 


Section 2.7. Temporary Debentures.  Pending
the preparation of definitive Debentures, the Company may execute and the
Trustee shall authenticate and make available for delivery temporary Debentures
that are typed, printed or lithographed. 
Temporary Debentures shall be issuable in any authorized denomination,
and substantially in the form of the definitive Debentures in lieu of which they
are issued but with such omissions, insertions and variations as may be
appropriate for temporary Debentures, all as may be determined by the
Company.  Every such temporary Debenture
shall be executed by the Company and be authenticated by the Trustee upon the
same conditions and in substantially the same manner, and with the same effect,
as the definitive Debentures.  Without
unreasonable delay the Company will execute and deliver to the Trustee or the
Authenticating Agent definitive Debentures and thereupon any or all temporary
Debentures may be surrendered in exchange therefor, at the principal corporate
trust office of the Trustee or at any office or agency maintained by the
Company for such purpose as provided in Section 3.2, and the Trustee or
the Authenticating Agent shall authenticate and make available for delivery in
exchange for such temporary Debentures a like aggregate principal amount of
such definitive Debentures.  Such
exchange shall be made by the Company at its own expense and without any charge
therefor except that in case of any such exchange involving a registration of
transfer the Company may require payment of a sum sufficient to cover any tax,
fee or other governmental charge that may be imposed in relation thereto.  Until so exchanged, the temporary Debentures
shall in all respects be entitled to the same benefits under this Indenture as
definitive Debentures authenticated and delivered hereunder.


 


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


 


11

















 


Each Debenture
shall bear interest for the period beginning on (and including) the date of
original issuance and ending on (but excluding) March 18, 2002 at a rate
per annum of 5.60%, and shall bear interest for each successive period
beginning on (and including) March 18, 2002, and each succeeding Interest
Payment Date, and ending on (but excluding) the next succeeding Interest
Payment Date (each, a “Distribution Period”) at a rate per annum equal
to the 3-Month LIBOR, determined as described in Section 2.10, plus
3.60%(the “Coupon Rate”); provided, however, that prior to
December 18, 2006, the Coupon Rate shall not exceed 12.50%, applied to the
principal amount thereof, until the principal thereof becomes due and payable,
and on any overdue principal and to the extent that payment of such interest is
enforceable under applicable law (without duplication) on any overdue
installment of interest at the Interest Rate compounded quarterly.  Interest shall be payable (subject to any
relevant Extension Period) quarterly in arrears on each Interest Payment Date
with the first installment of interest to be paid on March 18, 2002.


 


Any interest
on any Debenture, including Additional Interest, that is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called “Defaulted Interest”) shall forthwith cease to be payable to the
registered holder on the relevant regular record date by virtue of having been
such holder; and such Defaulted Interest shall be paid by the Company to the
Persons in whose names such Debentures (or their respective Predecessor
Securities) are registered at the close of business on a special record date
for the payment of such Defaulted Interest, which shall be fixed in the
following manner: the Company shall notify the Trustee in writing at least 25
days prior to the date of the proposed payment of the amount of Defaulted
Interest proposed to be paid on each such Debenture and the date of the
proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this clause provided.  Thereupon the Trustee shall fix a special
record date for the payment of such Defaulted Interest which shall not be more
than 15 nor less than 10 days prior to the date of the proposed payment and not
less than 10 days after the receipt by the Trustee of the notice of the
proposed payment.  The Trustee shall
promptly notify the Company of such special record date and, in the name and at
the expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the special record date therefor to be mailed, first
class postage prepaid, to each Securityholder at its address as it appears in
the Debenture Register, not less than 10 days prior to such special record
date.  Notice of the proposed payment of
such Defaulted Interest and the special record date therefor having been mailed
as aforesaid, such Defaulted Interest shall be paid to the Persons in whose
names such Debentures (or their respective Predecessor Securities) are
registered on such special record date and shall be no longer payable.


 


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


 


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


 


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


 


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


 


12

















 


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


 


Section 2.10.                         Computation of Interest
Rate.  The amount of interest payable for the Distribution
Period commencing on March 18, 2002 and each succeeding Distribution
Period will be calculated by applying the Interest Rate to the principal amount
outstanding at the commencement of the Distribution Period and multiplying each
such amount by the actual number of days in the Distribution Period concerned
divided by 360.  In the event that any
date on which interest is payable on the Debentures is not a Business Day, then
payment of interest payable on such date shall be made on the next succeeding
day which is a Business Day (and without any interest or other payment in
respect of any such delay), except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on the date such payment was originally payable.  All percentages resulting from any calculations on the Debentures
will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upward (e.g.,
9.876545% or .09876545 being rounded to 9.87655% or .0987655, and all dollar
amounts used in or resulting from such calculation will be rounded to the
nearest cent (with one-half cent being rounded upward)).


 


(a)  ”3-Month LIBOR” means the London
interbank offered interest rate for three-month, U.S. dollar deposits
determined by the Debenture Trustee in the following order of priority:


 


(1)                                  the
rate (expressed as a percentage per annum) for U.S. dollar deposits having a
three-month maturity that appears on Telerate Page 3750 as of
11:00 a.m. (London time) on the related Determination Date (as defined
below).  “Telerate Page 3750” means
the display designated as “Page 3750” on the Dow Jones Telerate Service or
such other page as may replace Page 3750 on that service or such other
service or services as may be nominated by the British Bankers’ Association as
the information vendor for the purpose of displaying London interbank offered
rates for U.S. dollar deposits;


 


(2)                                  if
such rate cannot be identified on the related Determination Date, the Debenture
Trustee will request the principal London offices of four leading banks in the
London interbank market to provide such banks’ offered quotations (expressed as
percentages per annum) to prime banks in the London interbank market for U.S.
dollar deposits having a three-month maturity as of 11:00 a.m. (London
time) on such Determination Date.  If at
least two quotations are provided, 3-Month LIBOR will be the arithmetic mean of
such quotations;


 


(3)                                  if
fewer than two such quotations are provided as requested in clause (2)
above, the Debenture Trustee will request four major New York City banks to
provide such banks’ offered quotations (expressed as percentages per annum) to
leading European banks for loans in U.S. dollars as of 11:00 a.m. (London
time) on such Determination Date.  If at
least two such quotations are provided, 3-Month LIBOR will be the arithmetic
mean of such quotations; and


 


13

















 


(4)                                  if
fewer than two such quotations are provided as requested in clause (3)
above, 3-Month LIBOR will be a 3-Month LIBOR determined with respect to the
Distribution Period immediately preceding such current Distribution Period.


 


If the rate
for U.S. dollar deposits having a three-month maturity that initially appears
on Telerate Page 3750 as of 11:00 a.m. (London time) on the related
Determination Date is superseded on the Telerate Page 3750 by a corrected
rate by 12:00 noon (London time) on such Determination Date, then the
corrected rate as so substituted on the applicable page will be the applicable
3-Month LIBOR for such Determination Date.


 


(5)                                  The
Coupon Rate for any Distribution Period will at no time be higher than the
maximum rate then permitted by New York law as the same may be modified by
United States law.


 


(6)                                  “Determination
Date” means the date that is two London Banking Days (i.e., a business day
in which dealings in deposits in U.S. dollars are transacted in the London
interbank market) preceding the particular Distribution Period for which a
Coupon Rate is being determined.


 


(b)  The Trustee shall notify the Company,
the Institutional Trustee and any securities exchange or interdealer quotation
system on which the Capital Securities are listed, of the Coupon Rate and the
Determination Date for each Distribution Period, in each case as soon as
practicable after the determination thereof but in no event later than the
thirtieth (30th) day of the relevant Distribution Period.  Failure to notify the Company, the
Institutional Trustee or any securities exchange or interdealer quotation
system, or any defect in said notice, shall not affect the obligation of the
Company to make payment on the Debentures at the applicable Coupon Rate.  Any error in the calculation of the Coupon
Rate by the Institutional Trustee may be corrected at any time by notice
delivered as above provided.  Upon the
request of a holder of a Debenture, the Trustee shall provide the Coupon Rate
then in effect and, if determined, the Coupon Rate for the next Distribution
Period.


 


(c)  Subject to the corrective rights set
forth above, all certificates, communications, opinions, determinations,
calculations, quotations and decisions given, expressed, made or obtained for
the purposes of the provisions relating to the payment and calculation of
interest on the Debentures and distributions on the Capital Securities by the
Trustee or the Institutional Trustee will (in the absence of willful default,
bad faith and manifest error) be final, conclusive and binding on the Trust,
the Company and all of the holders of the Debentures and the Capital
Securities, and no liability shall (in the absence of willful default, bad
faith or manifest error) attach to the Trustee or the Institutional Trustee in
connection with the exercise or non-exercise by either of them or their
respective powers, duties and discretion.


 


Section 2.11.                         Extension
of Interest Payment Period. So long as no Event of Default has occurred
and is continuing, the Company shall have the right, from time to time, and
without causing an Event of Default, to defer payments of interest on the
Debentures by extending the interest payment period on the Debentures at any
time and from time to time during the term of the Debentures, for up to
20 consecutive quarterly periods (each such extended interest payment
period, an “Extension Period”), during which Extension Period no
interest (including Additional Interest) shall be due and payable.  No Extension Period may end on a date other
than an Interest Payment Date.  At the
end of any such Extension Period the Company shall pay all interest then
accrued and unpaid on the Debentures (together with Additional Interest
thereon); provided, however, that no Extension Period may extend
beyond the Maturity Date; provided  further, however, that
during any such Extension Period, the Company shall not and shall not permit
any Affiliate to (i) declare or pay any dividends or distributions on, or
redeem, purchase, acquire, or make a liquidation payment with respect to, any
of the Company’s or such Affiliate’s capital stock (other than payments of
dividends or distributions to the Company) or make any


 


14

















 


guarantee payments with respect
to the foregoing or (ii) make any payment of principal of or interest or
premium, if any, on or repay, repurchase or redeem any debt securities of the
Company or any Affiliate that rank pari passu in all respects with or junior
in interest to the Debentures (other than, with respect to clauses (i) or (ii)
above, (a) repurchases, redemptions or other acquisitions of shares of
capital stock of the Company in connection with any employment contract,
benefit plan or other similar arrangement with or for the benefit of one or
more employees, officers, directors or consultants, in connection with a
dividend reinvestment or stockholder stock purchase plan or in connection with
the issuance of capital stock of the Company (or securities convertible into or
exercisable for such capital stock) as consideration in an acquisition
transaction entered into prior to the applicable Extension Period, (b) as
a result of any exchange or conversion of any class or series of the Company’s
capital stock (or any capital stock of a subsidiary of the Company) for any
class or series of the Company’s capital stock or of any class or series of the
Company’s indebtedness for any class or series of the Company’s capital stock,
(c) the purchase of fractional interests in shares of the Company’s capital
stock pursuant to the conversion or exchange provisions of such capital stock
or the security being converted or exchanged, (d) any declaration of a
dividend in connection with any stockholders’ rights plan, or the issuance of
rights, stock or other property under any stockholders’ rights plan, or the
redemption or repurchase of rights pursuant thereto, (e) any dividend in
the form of stock, warrants, options or other rights where the dividend stock
or the stock issuable upon exercise of such warrants, options or other rights
is the same stock as that on which the dividend is being paid or ranks pari passu
with or junior to such stock and any cash payments in lieu of fractional shares
issued in connection therewith, or (f) payments under the Capital Securities
Guarantee).  Prior to the termination of
any Extension Period, the Company may further extend such period, provided that
such period together with all such previous and further consecutive extensions
thereof shall not exceed 20 consecutive quarterly periods, or extend
beyond the Maturity Date.  Upon the
termination of any Extension Period and upon the payment of all accrued and
unpaid interest and Additional Interest, the Company may commence a new
Extension Period, subject to the foregoing requirements.  No interest or Additional Interest shall be
due and payable during an Extension Period, except at the end thereof, but each
installment of interest that would otherwise have been due and payable during
such Extension Period shall bear Additional Interest to the extent permitted by
applicable law.  The Company must give
the Trustee notice of its election to begin or extend such Extension Period at
least 5 Business Days prior to the earlier of (i) the date interest on the
Debentures would have been payable except for the election to begin or extend
such Extension Period or (ii) the date such interest is payable, but in
any event not less than 5 Business Days prior to such record date.  The Trustee shall give notice of the
Company’s election to begin a new Extension Period to the Securityholders.


 


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


 


ARTICLE III.

PARTICULAR COVENANTS OF THE COMPANY


 


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


 


(a)  The
Company covenants and agrees that it will duly and punctually pay or cause to
be paid the principal of and premium, if any, and interest and any Additional
Interest on the Debentures at the


 


15

















 


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


 


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


 


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


 


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


 


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


 


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


 


16

















 


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


 


Section 3.4. Provision as to Paying Agent.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


17

















 


default and, if so, specifying
each such default of which the signers have knowledge and the nature and status
thereof.


 


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


 


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


 


Section 3.8. Limitation on Dividends. If
Debentures are initially issued to the Trust or a trustee of such trust in
connection with the issuance of Trust Securities by the Trust (regardless of
whether Debentures continue to be held by such Trust) and (i) there shall
have occurred and be continuing an Event of Default, (ii) the Company shall
be in default with respect to its payment of any obligations under the Capital
Securities Guarantee, or (iii) the Company shall have given notice of its
election to defer payments of interest on the Debentures by extending the
interest payment period as provided herein and such period, or any extension
thereof, shall be continuing, then the Company shall not, and shall not allow
any Affiliate of the Company to, (x) declare or pay any dividends or
distributions on, or redeem, purchase, acquire, or make a liquidation payment
with respect to, any of the Company’s capital stock or its Affiliates’ capital
stock (other than payments of dividends or distributions to the Company) or
make any guarantee payments with respect to the foregoing or (y) make any
payment of principal of or interest or premium, if any, on or repay, repurchase
or redeem any debt securities of the Company or any Affiliate that rank pari passu
in all respects with or junior in interest to the Debentures (other than, with
respect to clauses (x) and (y) above, 
(1) repurchases, redemptions or other acquisitions of shares of
capital stock of the Company in connection with any employment contract,
benefit plan or other similar arrangement with or for the benefit of one or
more employees, officers, directors or consultants, in connection with a
dividend reinvestment or stockholder stock purchase plan or in connection with
the issuance of capital stock of the Company (or securities convertible into or
exercisable for such capital stock) as consideration in an acquisition
transaction entered into prior to the applicable Extension Period, if any,
(2) as a result of any exchange or conversion of any class or series of
the Company’s capital stock (or any capital stock of a subsidiary of the Company)
for any class or series of the Company’s capital stock or of any class or
series of the Company’s indebtedness for any class or series of the Company’s
capital stock, (3) the purchase of fractional interests in shares of the
Company’s capital stock pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged, (4) any
declaration of a dividend in connection with any stockholders’ rights plan, or
the issuance of rights, stock or other property under any stockholders’ rights
plan, or the redemption or repurchase of rights pursuant thereto, (5) any
dividend in the form of stock, warrants, options or other rights where the
dividend stock or the stock issuable upon exercise of such warrants, options or
other rights is the same stock as that on


 


18

















 


which the dividend is being
paid or ranks pari passu with or junior to such stock and any cash
payments in lieu of fractional shares issued in connection therewith, or (6) payments
under the Capital Securities Guarantee).


 


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


 


Section 3.10.     Additional Junior
Indebtedness.  The Company shall not, and it shall not
cause or permit any Affiliate of the Company to, incur, issue or be obligated
on any Additional Junior Indebtedness, either directly or indirectly, by way of
guarantee, suretyship or otherwise, other than:  (i) Additional Junior Indebtedness that, by its terms, is
expressly stated to be either junior and subordinate or pari passu in all respects
to the Debentures, and (ii) Additional Junior Indebtedness of which the
Company has notified (and, if then required under the applicable guidelines of
the regulating entity, has received approval from) the Federal Reserve, if the
Company is a bank holding company, or the OTS, if the Company is a savings and
loan holding company.


 


ARTICLE IV.

SECURITYHOLDERS’ LISTS AND REPORTS

BY THE COMPANY AND THE TRUSTEE


 


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


 


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


 


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


 


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


 


Section 4.2. Preservation and Disclosure of Lists.


 


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


 


(b)  In case
three or more holders of Debentures (hereinafter referred to as “applicants”)
apply in writing to the Trustee and furnish to the Trustee reasonable proof
that each such applicant has owned a Debenture for a period of at least 6
months preceding the date of such application, and such application


 


19

















 


states that the applicants
desire to communicate with other holders of Debentures with respect to their
rights under this Indenture or under such Debentures and is accompanied by a
copy of the form of proxy or other communication which such applicants propose
to transmit, then the Trustee shall within 5 Business Days after the receipt of
such application, at its election, either:


 


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


 


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


 


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


 


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


 


ARTICLE V.

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

UPON AN EVENT OF DEFAULT


 


Section 5.1. Events of Default. “Event of
Default,” wherever used herein, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):


 


(a)  the
Company defaults in the payment of any interest upon any Debenture when it
becomes due and payable, and fails to cure such default for a period of
30 days; provided, however, that a valid 


 


20

















 


extension of an interest
payment period by the Company in accordance with the terms of this Indenture
shall not constitute a default in the payment of interest for this purpose; or


 


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


 


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


 


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


 


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


 


(f)  the Trust
shall have voluntarily or involuntarily liquidated, dissolved, wound-up its
business or otherwise terminated its existence except in connection with
(i) the distribution of the Debentures to holders of such Trust Securities
in liquidation of their interests in the Trust, (ii) the redemption of all
of the outstanding Trust Securities or (iii) certain mergers,
consolidations or amalgamations, each as permitted by the Declaration.


 


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


 


The foregoing
provisions, however, are subject to the condition that if, at any time after
the principal of the Debentures shall have been so declared due and payable,
and before any judgment or decree for the payment of the moneys due shall have
been obtained or entered as hereinafter provided, the Company shall pay or
shall deposit with the Trustee a sum sufficient to pay all matured installments
of interest upon all the Debentures and the principal of and premium, if any,
on the Debentures which shall have become due otherwise than by acceleration
(with interest upon such principal and premium, if any, and Additional
Interest) and such amount as shall be sufficient to cover reasonable
compensation to the Trustee and each predecessor Trustee, their respective
agents, attorneys and counsel, and all other


 


21

















 


amounts due to the Trustee
pursuant to Section 6.6, and if any and all Events of Default under this
Indenture, other than the non-payment of the principal of or premium, if any,
on Debentures which shall have become due by acceleration, shall have been
cured, waived or otherwise remedied as provided herein — then and in every
such case the holders of a majority in aggregate principal amount of the
Debentures then outstanding, by written notice to the Company and to the
Trustee, may waive all defaults and rescind and annul such declaration and its
consequences, but no such waiver or rescission and annulment shall extend to or
shall affect any subsequent default or shall impair any right consequent
thereon.


 


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


 


Section 5.2. Payment of Debentures on Default; Suit Therefor.
The Company covenants that upon the occurrence of an Event of Default pursuant
to Section 5.1(a) or Section 5.1(b) then, upon demand of the Trustee,
the Company will pay to the Trustee, for the benefit of the holders of the
Debentures the whole amount that then shall have become due and payable on all
Debentures for principal and premium, if any, or interest, or both, as the case
may be, with Additional Interest accrued on the Debentures (to the extent that
payment of such interest is enforceable under applicable law and, if the
Debentures are held by the Trust or a trustee of such Trust, without duplication
of any other amounts paid by the Trust or a trustee in respect thereof); and,
in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including a reasonable compensation to the
Trustee, its agents, attorneys and counsel, and any other amounts due to the
Trustee under Section 6.6.  In case
the Company shall fail forthwith to pay such amounts upon such demand, the
Trustee, in its own name and as trustee of an express trust, shall be entitled
and empowered to institute any actions or proceedings at law or in equity for
the collection of the sums so due and unpaid, and may prosecute any such action
or proceeding to judgment or final decree, and may enforce any such judgment or
final decree against the Company or any other obligor on such Debentures and
collect in the manner provided by law out of the property of the Company or any
other obligor on such Debentures wherever situated the moneys adjudged or
decreed to be payable.


 


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


 


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


 


(ii)                                  to
file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
reasonable compensation to the Trustee and each predecessor Trustee, and their
respective agents, attorneys and counsel, and for reimbursement of all other
amounts due to the Trustee


 


22

















 


under
Section 6.6), and of the Securityholders allowed in such judicial
proceedings relative to the Company or any other obligor on the Debentures, or
to the creditors or property of the Company or such other obligor, unless
prohibited by applicable law and regulations, to vote on behalf of the holders
of the Debentures in any election of a trustee or a standby trustee in
arrangement, reorganization, liquidation or other bankruptcy or insolvency
proceedings or Person performing similar functions in comparable proceedings,


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


23

















 


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


 


Section 5.4. Proceedings by Securityholders. No
holder of any Debenture shall have any right to institute any suit, action or
proceeding for any remedy hereunder, unless such holder previously shall have
given to the Trustee written notice of an Event of Default with respect to the
Debentures and unless the holders of not less than 25% in aggregate principal
amount of the Debentures then outstanding shall have given the Trustee a
written request to institute such action, suit or proceeding and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred thereby, and the Trustee for
60 days after its receipt of such notice, request and offer of indemnity
shall have failed to institute any such action, suit or proceeding.


 


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


 


Section 5.5. Proceedings by Trustee.  In case of an Event of Default hereunder the
Trustee may in its discretion proceed to protect and enforce the rights vested
in it by this Indenture by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any of such rights, either by
suit in equity or by action at law or by proceeding in bankruptcy or otherwise,
whether for the specific enforcement of any covenant or agreement contained in
this Indenture or in aid of the exercise of any power granted in this
Indenture, or to enforce any other legal or equitable right vested in the
Trustee by this Indenture or by law.


 


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


 


No delay or
omission of the Trustee or any Securityholder to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence
therein.  Every right and remedy given
by this Article or by law to the Trustee or to any Securityholder may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee (in accordance with its duties under Section 6.1 hereof) or by
such holder, as the case may be.


 


24

















 


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


 


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


 


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


 


Section 5.9. Undertaking to Pay Costs.  All parties to this Indenture agree, and
each holder of any Debenture by his acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees and expenses, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; provided, however, that the
provisions of this Section 5.9 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding in the aggregate more than 10% in principal amount of
the Debentures outstanding, or to any suit instituted by any


 


25

















 


Securityholder for the
enforcement of the payment of the principal of (or premium, if any) or interest
on any Debenture against the Company on or after the same shall have become due
and payable.


 


ARTICLE VI.

CONCERNING THE TRUSTEE


 


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


 


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


 


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


 


(1)  the duties
and obligations of the Trustee with respect to Debentures shall be determined
solely by the express provisions of this Indenture, and the Trustee shall not
be liable except for the performance of such duties and obligations with
respect to the Debentures as are specifically set forth in this Indenture, and
no implied covenants or obligations shall be read into this Indenture against
the Trustee, and


 


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


 


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


 


(c)  the
Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith, in accordance with the direction of the
Securityholders pursuant to Section 5.7, relating to the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture.


 


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


 


26

















 


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


 


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


 


(b)  any
request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by an Officers’ Certificate (unless other evidence in
respect thereof be herein specifically prescribed); and any Board Resolution
may be evidenced to the Trustee by a copy thereof certified by the Secretary or
an Assistant Secretary of the Company;


 


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


 


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


 


(e)  the
Trustee shall not be liable for any action taken or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or
powers conferred upon it by this Indenture; nothing contained herein shall, however,
relieve the Trustee of the obligation, upon the occurrence of an Event of
Default with respect to the Debentures (that has not been cured or waived) to
exercise with respect to Debentures such of the rights and powers vested in it
by this Indenture, and to use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs;


 


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


 


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


 


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


 


Section 6.3. No Responsibility for Recitals, etc.  The
recitals contained herein and in the Debentures (except in the certificate of
authentication of the Trustee or the Authenticating Agent) shall be


 


27

















 


taken as the statements of the
Company, and the Trustee and the Authenticating Agent assume no responsibility
for the correctness of the same.  The
Trustee and the Authenticating Agent make no representations as to the validity
or sufficiency of this Indenture or of the Debentures.  The Trustee and the Authenticating Agent
shall not be accountable for the use or application by the Company of any
Debentures or the proceeds of any Debentures authenticated and delivered by the
Trustee or the Authenticating Agent in conformity with the provisions of this
Indenture.


 


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


 


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


 


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


 


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


 


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


 


28

















 


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


 


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


 


Section 6.8. Eligibility of Trustee.  The Trustee hereunder shall at all times be
a corporation organized and doing business under the laws of the United States
of America or any state or territory thereof or of the District of Columbia or
a corporation or other Person authorized under such laws to exercise corporate
trust powers, having (or whose obligations under this Indenture are guaranteed
by an affiliate having) a combined capital and surplus of at least
50 million U.S. dollars ($50,000,000.00) and subject to supervision or
examination by federal, state, territorial, or District of Columbia
authority.  If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 6.8 the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent records of condition so published.


 


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


 


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


 


If the Trustee
has or shall acquire any “conflicting interest” within the meaning of §310(b)
of the Trust Indenture Act of 1939, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner described by this
Indenture.


 


Section 6.9. Resignation or Removal of Trustee


 


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


 


29

















 


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


 


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


 


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


 


(3)  the
Trustee shall become incapable of acting, or shall be adjudged a bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation,


 


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


 


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


 


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


 


Section 6.10. Acceptance by Successor Trustee.  Any successor Trustee appointed as provided
in Section 6.9 shall execute, acknowledge and deliver to the Company and
to its predecessor Trustee an instrument accepting such appointment hereunder,
and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, duties and
obligations with respect to the Debentures of its predecessor hereunder, with
like effect as if originally named as Trustee herein; but, nevertheless, on the
written request of the Company or of the successor Trustee, the Trustee ceasing
to act shall, upon payment of any amounts then due it pursuant to the
provisions of Section 6.6, execute and deliver an instrument transferring
to such successor Trustee all the rights and powers of the Trustee so ceasing
to act and shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such retiring Trustee thereunder. Upon request
of any such successor Trustee, the Company shall execute any and all
instruments in writing for more fully and certainly vesting in and confirming
to such successor Trustee all such rights and powers.  Any Trustee ceasing to act shall, nevertheless, retain a lien
upon all property or funds held or collected by such Trustee to secure any
amounts then due it pursuant to the provisions of Section 6.6.


 


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If a successor
Trustee is appointed, the Company, the retiring Trustee and the successor
Trustee shall execute and deliver an indenture supplemental hereto which shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Debentures as to which the predecessor Trustee is not retiring
shall continue to be vested in the predecessor Trustee, and shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the Trust hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust and that
each such Trustee shall be Trustee of a trust or trusts hereunder separate and
apart from any trust or trusts hereunder administered by any other such
Trustee.


 


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


 


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


 


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


 


Section 6.11. Succession by Merger, etc.  Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder without the execution
or filing of any paper or any further act on the part of any of the parties
hereto; provided such corporation shall be otherwise eligible and
qualified under this Article.


 


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


 


Section 6.12. Authenticating Agents.  There may be one or more Authenticating
Agents appointed by the Trustee upon the request of the Company with power to
act on its behalf and subject to its direction in the authentication and
delivery of Debentures issued upon exchange or registration of transfer thereof
as fully to all intents and purposes as though any such Authenticating Agent
had been expressly authorized to authenticate and deliver Debentures; provided,
however, that the Trustee shall have no liability to the Company for any
acts or omissions of the Authenticating Agent with respect to the
authentication and delivery of Debentures. 
Any such Authenticating Agent shall at all times be a corporation
organized and doing business under the laws of the United States or of any
state or territory thereof or of the District of Columbia authorized under such
laws to act as Authenticating Agent, having a combined capital and surplus of
at least $50,000,000.00 and being subject to supervision or examination by
federal, state, territorial or District of Columbia authority.  If such corporation publishes reports of
condition at least annually pursuant to law or the requirements of such
authority, then for the purposes of


 


31

















 


this Section 6.12 the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published.  If at any time
an Authenticating Agent shall cease to be eligible in accordance with the provisions
of this Section, it shall resign immediately in the manner and with the effect
herein specified in this Section.


 


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


 


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


 


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


 


ARTICLE VII.

CONCERNING THE SECURITYHOLDERS


 


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


 


If the Company
shall solicit from the Securityholders any request, demand, authorization,
direction, notice, consent, waiver or other action or revocation of the same,
the Company may, at its option, as evidenced by an Officers’ Certificate, fix
in advance a record date for such Debentures for the determination of
Securityholders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other action or revocation of the same,
but the Company shall have no obligation to do so.  If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action or revocation
of the same may be given before or after the record date, but only the
Securityholders of record at the close of business on the record date shall be
deemed to be Securityholders


 


32

















 


for the purposes of determining
whether Securityholders of the requisite proportion of outstanding Debentures
have authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other action or revocation of the same,
and for that purpose the outstanding Debentures shall be computed as of the
record date; provided, however, that no such authorization,
agreement or consent by such Securityholders on the record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than 6 months after the record date.


 


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


 


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


 


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


 


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


 


Section 7.5. Revocation of Consents; Future Holders Bound.
 At any time prior to (but
not after) the evidencing to the Trustee, as provided in Section 7.1, of
the taking of any action by the holders of the percentage in aggregate
principal amount of the Debentures specified in this Indenture in connection
with such action, any holder (in cases where no record date has been set
pursuant to Section 7.1) or any holder as of an applicable record date (in
cases where a record date has been set pursuant to Section 7.1) of a
Debenture (or any Debenture issued in whole or in part in exchange or substitution
therefor) the serial number of which is shown by the evidence to be included in
the


 


33

















 


Debentures the holders of which
have consented to such action may, by filing written notice with the Trustee at
the Principal Office of the Trustee and upon proof of holding as provided in
Section 7.2, revoke such action so far as concerns such Debenture (or so
far as concerns the principal amount represented by any exchanged or
substituted Debenture).  Except as
aforesaid any such action taken by the holder of any Debenture shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Debenture, and of any Debenture issued in exchange or substitution
therefor or on registration of transfer thereof, irrespective of whether or not
any notation in regard thereto is made upon such Debenture or any Debenture
issued in exchange or substitution therefor.


 


ARTICLE VIII.

SECURITYHOLDERS’ MEETINGS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Subject to the
provisions of Section 7.4, at any meeting each holder of Debentures with
respect to which such meeting is being held or proxy therefor shall be entitled
to one vote for each $1,000.00 principal amount of Debentures held or
represented by him; provided, however, that no vote shall be cast
or counted at any meeting in respect of any Debenture challenged as not
outstanding and ruled by the chairman of the meeting to be not
outstanding.  The chairman of the
meeting shall have no right to vote other than by virtue of Debentures held by
him or instruments in writing as aforesaid duly designating him as the Person
to vote on behalf of other Securityholders. 
Any meeting of Securityholders duly called pursuant to the provisions of
Section 8.2 or 8.3 may be adjourned from time to time by a majority of
those present, whether or not constituting a quorum, and the meeting may be
held as so adjourned without further notice.


 


Section 8.6. Voting.  The vote upon any resolution submitted to any meeting of holders
of Debentures with respect to which such meeting is being held shall be by
written ballots on which shall be subscribed the signatures of such holders or
of their representatives by proxy and the serial number or numbers of the
Debentures held or represented by them. 
The permanent chairman of the meeting shall appoint two inspectors of
votes who shall count all votes cast at the meeting for or against any
resolution and who shall make and file with the secretary of the meeting their
verified written reports in triplicate of all votes cast at the meeting.  A record in duplicate of the proceedings of
each meeting of Securityholders shall be prepared by the secretary of the
meeting and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one
or more Persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was mailed as provided in
Section 8.2.  The record shall show
the serial numbers of the Debentures voting in favor of or against any
resolution.  The record shall be signed
and verified by the affidavits of the permanent chairman and secretary of the
meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee, the latter to have
attached thereto the ballots voted at the meeting.


 


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


 


Section 8.7. Quorum; Actions. The Persons
entitled to vote a majority in principal amount of the Debentures then
outstanding shall constitute a quorum for a meeting of Securityholders; provided,
however, that if any action is to be taken at such meeting with respect
to a consent, waiver, request, demand, notice, authorization, direction or
other action which may be given by the holders of not less than a specified percentage
in principal amount of the Debentures then outstanding, the Persons holding or
representing such specified percentage in principal amount of the Debentures
then outstanding will constitute a quorum. 
In the absence of a quorum within 30 minutes of the time appointed
for any such meeting, the meeting shall, if convened at the request of
Securityholders, be dissolved.  In any
other case the meeting may be adjourned for a period of not less than
10 days as determined by the permanent


 


35

















 


chairman of the meeting prior
to the adjournment of such meeting.  In
the absence of a quorum at any such adjourned meeting, such adjourned meeting
may be further adjourned for a period of not less than 10 days as determined
by the permanent chairman of the meeting prior to the adjournment of such
adjourned meeting.  Notice of the
reconvening of any adjourned meeting shall be given as provided in
Section 8.2, except that such notice need be given only once not less than
5 days prior to the date on which the meeting is scheduled to be
reconvened.  Notice of the reconvening
of an adjourned meeting shall state expressly the percentage, as provided
above, of the principal amount of the Debentures then outstanding which shall
constitute a quorum.


 


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


 


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


 


ARTICLE IX.

SUPPLEMENTAL INDENTURES


 


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


 


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


 


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


 


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


 


36

















 


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


 


(e)  to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Debentures and to add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee;


 


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


 


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


 


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


 


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


 


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


 


37

















 


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


 


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


 


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


 


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


 


Section 9.4. Notation on Debentures.  Debentures authenticated and delivered after
the execution of any supplemental indenture pursuant to the provisions of this
Article IX may bear a notation as to any matter provided for in such
supplemental indenture.  If the Company
or the Trustee shall so determine, new Debentures so modified as to conform, in
the opinion of the Board of Directors of the Company, to any modification of
this Indenture contained in any such supplemental indenture may be prepared and
executed by the Company, authenticated by the Trustee or the Authenticating
Agent and delivered in exchange for the Debentures then outstanding.


 


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


 


ARTICLE X.

REDEMPTION OF SECURITIES


 


Section 10.1.                         Optional Redemption.  The Company shall have the right (subject to
the receipt by the Company of prior approval (i) if the Company is a bank
holding company, from the Federal Reserve, if then required under applicable
capital guidelines or policies of the Federal Reserve or (ii) if the
Company is a savings and loan holding company, from the OTS if then required
under applicable capital guidelines or policies of the OTS), to redeem the
Debentures, in whole or in part, but in all cases


 


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in a principal amount with
integral multiples of $1,000.00, on any March 18, June 18,
September 18, or December 18 on or after December 18, 2006 (the
“Redemption Date”), at the Redemption Price.


 


Section 10.2.                         Special Event Redemption.
 If a Special Event shall occur and
be continuing, the Company shall have the right (subject to the receipt by the
Company of prior approval (i) if the Company is a bank holding company,
from the Federal Reserve if then required under applicable capital guidelines
or policies of the Federal Reserve or (ii) if the Company is a savings and
loan holding company, from the OTS if then required under applicable capital
guidelines or policies of the OTS) to redeem the Debentures in whole, but not
in part, at any Interest Payment Date, within 120 days following the
occurrence of such Special Event (the “Special Redemption Date”) at the
Special Redemption Price.


 


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


 


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


 


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


 


If all, or
less than all, the Debentures are to be redeemed, the Company will give the
Trustee notice not less than 45 nor more than 60 days, respectively, prior
to the Redemption Date or Special Redemption Date, as applicable, as to the
aggregate principal amount of Debentures to be redeemed and the Trustee shall
select, in such manner as in its sole discretion it shall deem appropriate and
fair, the Debentures or portions thereof (in integral multiples of $1,000.00)
to be redeemed.


 


Section 10.4.                         Payment of Debentures
Called for Redemption.  If
notice of redemption has been given as provided in Section 10.3, the
Debentures or portions of Debentures with respect to which such notice has been
given shall become due and payable on the Redemption Date or Special Redemption
Date, as applicable, and at the place or places stated in such notice at the
applicable Redemption Price or Special Redemption Price, together with interest
accrued to the Redemption Date or Special Redemption Date, as applicable, and
on and after said date (unless the Company shall default in the payment of such
Debentures at the Redemption Price or Special Redemption Price, as applicable,
together with interest


 


39

















 


accrued to said date) interest
on the Debentures or portions of Debentures so called for redemption shall
cease to accrue.  On presentation and
surrender of such Debentures at a place of payment specified in said notice,
such Debentures or the specified portions thereof shall be paid and redeemed by
the Company at the applicable Redemption Price or Special Redemption Price,
together with interest accrued thereon to the Redemption Date or Special
Redemption Date, as applicable.


 


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


 


ARTICLE XI.

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE


 


Section 11.1.                         Company
May Consolidate, etc., on Certain Terms.  Nothing contained in this Indenture or in the
Debentures shall prevent any consolidation or merger of the Company with or
into any other Person (whether or not affiliated with the Company) or
successive consolidations or mergers in which the Company or its successor or
successors shall be a party or parties, or shall prevent any sale, conveyance,
transfer or other disposition of the property or capital stock of the Company
or its successor or successors as an entirety, or substantially as an entirety,
to any other Person (whether or not affiliated with the Company, or its
successor or successors) authorized to acquire and operate the same; provided,
however, that the Company hereby covenants and agrees that, upon any
such consolidation, merger (where the Company is not the surviving
corporation), sale, conveyance, transfer or other disposition, the due and
punctual payment of the principal of (and premium, if any) and interest on all
of the Debentures in accordance with their terms, according to their tenor, and
the due and punctual performance and observance of all the covenants and
conditions of this Indenture to be kept or performed by the Company, shall be
expressly assumed by supplemental indenture satisfactory in form to the Trustee
executed and delivered to the Trustee by the entity formed by such consolidation,
or into which the Company shall have been merged, or by the entity which shall
have acquired such property.


 


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


 


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


 


ARTICLE XII.

SATISFACTION AND DISCHARGE OF INDENTURE


 


Section 12.1.                         Discharge
of Indenture.  When


 


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


 


(b)                                 all
the Debentures not theretofore canceled or delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within 1 year or are to be called for redemption within 1 year
under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Company shall deposit with the Trustee, in trust, funds,
which shall be immediately due and payable, sufficient to pay at maturity or
upon redemption all of the Debentures (other than any Debentures which shall
have been destroyed, lost or stolen and which shall have been replaced or paid
as provided in Section 2.6) not theretofore canceled or delivered to the
Trustee for cancellation, including principal and premium, if any, and interest
due or to become due to such date of maturity or redemption date, as the case
may be, but excluding, however, the amount of any moneys for the payment of
principal of, and premium, if any, or interest on the Debentures
(1) theretofore repaid to the Company in accordance with the provisions of
Section 12.4, or (2) paid to any state or to the District of Columbia
pursuant to its unclaimed property or similar laws,


 


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


 


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


 


Section 12.3.                         Paying Agent to Repay
Moneys Held.  Upon the
satisfaction and discharge of this Indenture all moneys then held by any paying
agent of the Debentures (other than the Trustee) shall,


 


41

















 


upon demand of the Company, be
repaid to it or paid to the Trustee, and thereupon such paying agent shall be
released from all further liability with respect to such moneys.


 


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


 


ARTICLE XIII.

IMMUNITY OF INCORPORATORS, STOCKHOLDERS,

OFFICERS AND DIRECTORS


 


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


 


ARTICLE XIV.

MISCELLANEOUS PROVISIONS


 


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


 


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


 


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


 


Section 14.4.                         Addresses for Notices, etc.  Any
notice, consent, direction, request, authorization, waiver or demand which by
any provision of this Indenture is required or permitted to be given, made,
furnished or served by the Trustee or by the Securityholders on or to the
Company may be given or served in writing by being deposited postage prepaid by
registered or certified mail in a post office letter box addressed (until
another address is filed by the Company, with the Trustee for the purpose) to
the Company, Attention:  Tom
McCullough.  Any notice, consent,
direction, request, authorization, waiver or demand by any Securityholder or
the Company to or upon the Trustee shall be


 


42

















 


deemed to have been
sufficiently given or made, for all purposes, if given or made in writing at
the office of the Trustee, addressed to the Trustee, 225 Asylum Street, Goodwin
Square, Hartford, Connecticut  06103
Attention: Vice President, Corporate Trust Department, with a copy to State
Street Bank and Trust Company, P.O. Box 778, Boston, Massachusetts  02102-0778, Attention:  Paul D. Allen, Corporate Trust
Department.  Any notice, consent,
direction, request, authorization, waiver or demand on or to any Securityholder
shall be deemed to have been sufficiently given or made, for all purposes, if
given or made in writing at the address set forth in the Debenture Register.


 


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


 


Section 14.6.                         Evidence of Compliance with
Conditions Precedent.  Upon any
application or demand by the Company to the Trustee to take any action under
any of the provisions of this Indenture, the Company shall furnish to the
Trustee an Officers’ Certificate stating that in the opinion of the signers all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that,
in the opinion of such counsel, all such conditions precedent have been
complied with.


 


Each
certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in
this Indenture shall include (1) a statement that the person making such
certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (3) a statement that, in the opinion of such person, he has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not in the opinion of
such person, such condition or covenant has been complied with.


 


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


 


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


 


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


 


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


 


43

















 


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


 


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


 


ARTICLE XV.

SUBORDINATION OF DEBENTURES


 


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


 


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


 


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


 


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


 


In the event
that, notwithstanding the foregoing, any payment shall be received by the
Trustee when such payment is prohibited by the preceding paragraph of this
Section 15.2, such payment shall, subject to Section 15.7, be held in
trust for the benefit of, and shall be paid over or delivered to, the holders
of Senior Indebtedness or their respective representatives, or to the trustee
or trustees under any indenture pursuant to which any of such Senior
Indebtedness may have been issued, as their respective 


 


44

















 


interests may appear, but only
to the extent that the holders of the Senior Indebtedness (or their
representative or representatives or a trustee) notify the Trustee in writing
within 90 days of such payment of the amounts then due and owing on the
Senior Indebtedness and only the amounts specified in such notice to the
Trustee shall be paid to the holders of Senior Indebtedness.


 


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


 


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


 


For purposes
of this Article XV, the words “cash, property or securities” shall not be
deemed to include shares of stock of the Company as reorganized or readjusted,
or securities of the Company or any other corporation provided for by a plan of
reorganization or readjustment, the payment of which is subordinated at least
to the extent provided in this Article XV with respect to the Debentures
to the payment of all Senior Indebtedness, that may at the time be outstanding,
provided that (i) such Senior Indebtedness is assumed by the new
corporation, if any, resulting from any such reorganization or readjustment, and
(ii) the rights of the holders of such Senior Indebtedness are not,
without the consent of such holders, altered by such reorganization or
readjustment.  The consolidation of the
Company with, or the merger of the Company into, another corporation or the
liquidation or dissolution of the Company following the conveyance or transfer
of its property as an entirety, or substantially as an entirety, to another
corporation upon the terms and conditions provided for in Article XI of
this Indenture shall not be deemed a dissolution, winding-up, liquidation or
reorganization for the purposes of this Section if such other corporation
shall, as a part of such consolidation, merger, conveyance or transfer, comply
with the


 


45

















 


conditions stated in
Article XI of this Indenture. 
Nothing in Section 15.2 or in this Section shall apply to
claims of, or payments to, the Trustee under or pursuant to Section 6.6 of
this Indenture.


 


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


 


Nothing contained
in this Article XV or elsewhere in this Indenture or in the Debentures is
intended to or shall impair, as between the Company, its creditors other than
the holders of Senior Indebtedness, and the holders of the Debentures, the
obligation of the Company, which is absolute and unconditional, to pay to the
holders of the Debentures the principal of (and premium, if any) and interest
on the Debentures as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the holders of the Debentures and creditors of the Company, other
than the holders of Senior Indebtedness, nor shall anything herein or therein
prevent the Trustee or the holder of any Debenture from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture,
subject to the rights, if any, under this Article XV of the holders of
such Senior Indebtedness in respect of cash, property or securities of the
Company, received upon the exercise of any such remedy.


 


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


 


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


 


Section 15.6.                         Notice by the Company.  The Company shall give prompt written notice
to a Responsible Officer of the Trustee at the Principal Office of the Trustee
of any fact known to the Company that would prohibit the making of any payment
of monies to or by the Trustee in respect of the Debentures pursuant to the
provisions of this Article XV. 
Notwithstanding the provisions of this Article XV or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment of
monies to or by the Trustee in respect of the Debentures pursuant to the
provisions of this Article XV, unless and until a Responsible


 


46

















 


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


 


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


 


Section 15.7.                         Rights of the Trustee;
Holders of Senior Indebtedness.  The Trustee in its individual capacity shall be entitled to all
the rights set forth in this Article XV in respect of any Senior
Indebtedness at any time held by it, to the same extent as any other holder of
Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of
any of its rights as such holder.


 


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


 


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


 


Section 15.8.                         Subordination May Not
Be Impaired.  No right of any
present or future holder of any Senior Indebtedness to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company, or by any act or failure to
act, in good faith, by any such holder, or by any noncompliance by the Company,
with the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof that any such holder may have or otherwise be charged with.


 


Without in any
way limiting the generality of the foregoing paragraph, the holders of Senior
Indebtedness may, at any time and from time to time, without the consent of or
notice to the Trustee or the Securityholders, without incurring responsibility
to the Securityholders and without impairing or


 


47

















 


releasing the subordination
provided in this Article XV or the obligations hereunder of the holders of
the Debentures to the holders of such Senior Indebtedness, do any one or more
of the following:  (i) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, such Senior Indebtedness, or otherwise amend or supplement in any manner
such Senior Indebtedness or any instrument evidencing the same or any agreement
under which such Senior Indebtedness is outstanding; (ii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing such Senior Indebtedness; (iii) release any Person liable in any
manner for the collection of such Senior Indebtedness; and (iv) exercise
or refrain from exercising any rights against the Company, and any other
Person.


 


signatures appear on
the following  page


 


48

















 


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


 


	
   

  	
  FIRST
  REGIONAL BANCORP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Thomas
  McCullough

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas
  McCullough

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STATE STREET
  BANK AND TRUST COMPANY OF

  CONNECTICUT, NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Paul D.
  Allen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Paul D.
  Allen

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
						



 


49

















 


FORM OF JUNIOR
SUBORDINATED DEBENTURE


 


[FORM OF FACE OF SECURITY]


 


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


 


THE HOLDER OF
THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS
THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN
OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYMENT RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”),  OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)
(EACH A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY
REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING “PLAN
ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THE SECURITIES OR ANY INTEREST
THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR EXEMPTIVE RELIEF
AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS
PURCHASE AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR
HOLDING.  ANY PURCHASER OR HOLDER OF THE
SECURITIES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS
PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN
WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH
SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING
ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY
USING THE ASSETS OF ANY


 


A-1-1

















 


EMPLOYEE BENEFIT PLAN OR PLAN
TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE
FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.


 


THIS SECURITY
WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN AGGREGATE
PRINCIPAL AMOUNT OF NOT LESS THAN $500,000.00 AND MULTIPLES OF $1,000.00 IN
EXCESS THEREOF.  ANY ATTEMPTED TRANSFER
OF THIS SECURITY IN A BLOCK HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN
$500,000.00 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.


 


THE HOLDER OF
THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.


 


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


 


Floating Rate Junior Subordinated Deferrable Interest Debenture


 


of


 


First Regional Bancorp


 


December 18, 2001


 


First Regional
Bancorp, a California corporation (the “Company” which term includes any
successor Person under the Indenture hereinafter referred to), for value
received promises to pay to State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity but solely as
Institutional Trustee for First Regional Statutory Trust I (the “Holder”) or
registered assigns, the principal sum of five million one hundred fifty-five
thousand dollars ($5,155,000) on December 18, 2031, and to pay interest on
said principal sum from December 18, 2001, or from the most recent
interest payment date (each such date, an “Interest Payment Date”) to which
interest has been paid or duly provided for, quarterly (subject to deferral as
set forth herein) in arrears on March 18, June 18, September 18,
and December 18 of each year commencing March 18, 2002, at an annual
rate equal to 5.60% beginning on (and including) the date of original issuance
and ending on (but excluding) March 18, 2002 and at an annual rate for
each successive period beginning on (and including) March 18, 2002, and
each succeeding Interest Payment Date, and ending on (but excluding) the next
succeeding Interest Payment Date (each a “Distribution Period”), equal to
3-Month LIBOR, determined as described below, plus 3.60% (the “Coupon Rate”); provided,
however, that prior to December 18, 2006, the Coupon Rate shall not
exceed 12.50%, applied to the principal amount hereof, until the principal
hereof is paid or duly provided for or made available for payment, and on any
overdue principal and (without duplication) on any overdue installment of
interest at the same rate per annum, compounded quarterly, from the dates such
amounts are due until they are paid or made available for payment.  The amount of interest payable for any
period will be computed on the basis of the actual number of days in the
Distribution Period concerned divided by 360. 
In the event that any date on which interest is payable on this
Debenture is not a Business Day, then a payment of the interest payable on such
date will be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on the date the payment was
originally payable.  The interest
installment so payable, and punctually paid or duly


 


A-1-2

















 


provided for, on any Interest
Payment Date will, as provided in the Indenture, be paid to the Person in whose
name this Debenture (or one or more Predecessor Securities) is registered at
the close of business on the regular record date for such interest installment,
which shall be fifteen days prior to the day on which the relevant Interest
Payment Date occurs.  Any such interest
installment not so punctually paid or duly provided for shall forthwith cease
to be payable to the Holder on such regular record date and may be paid to the
Person in whose name this Debenture (or one or more Predecessor Securities) is
registered at the close of business on a special record date.


 


“3-Month
LIBOR” as used herein, means the London interbank offered interest rate for
three-month U.S. dollar deposits determined by the Debenture Trustee in the
following order of priority:  (i) the
rate (expressed as a percentage per annum) for U.S. dollar deposits having a
three-month maturity that appears on Telerate Page 3750 as of 11:00 a.m.
(London time) on the related Determination Date (“Telerate Page 3750” means the
display designated as “Page 3750” on the Dow Jones Telerate Service or such
other page as may replace Page 3750 on that service or such other service or
services as may be nominated by the British Bankers’ Association as the
information vendor for the purpose of displaying London interbank offered rates
for U.S. dollar deposits); (ii) if such rate cannot be identified on the
related Determination Date, the Debenture Trustee will request the principal
London offices of four leading banks in the London interbank market to provide
such banks’ offered quotations (expressed as percentages per annum) to prime
banks in the London interbank market for U.S. dollar deposits having a
three-month maturity as of 11:00 a.m. (London time) on such Determination
Date.  If at least two quotations are
provided, 3-Month LIBOR will be the arithmetic mean of such quotations;
(iii) if fewer than two such quotations are provided as requested in
clause (ii) above, the Debenture Trustee will request four major New York City
banks to provide such banks’ offered quotations (expressed as percentages per
annum) to leading European banks for loans in U.S. dollars as of 11:00 a.m.
(London time) on such Determination Date. 
If at least two such quotations are provided, 3-Month LIBOR will be the
arithmetic mean of such quotations; and (iv) if fewer than two such
quotations are provided as requested in clause (iii) above, 3-Month LIBOR will
be a 3-Month LIBOR determined with respect to the Distribution Period
immediately preceding such current Distribution Period.  If the rate for U.S. dollar deposits having
a three-month maturity that initially appears on Telerate Page 3750 as of 11:00
a.m. (London time) on the related Determination Date is superseded on the
Telerate Page 3750 by a corrected rate by 12:00 noon (London time) on such
Determination Date, then the corrected rate as so substituted on the applicable
page will be the applicable 3-Month LIBOR for such Determination Date.  As used herein, “Determination Date” means
the date that is two London Banking Days (i.e., a business day in which
dealings in deposits in U.S. dollars are transacted in the London interbank
market) preceding the commencement of the relevant Distribution Period.


 


The Coupon
Rate for any Distribution Period will at no time be higher than the maximum
rate then permitted by New York law as the same may be modified by United
States law.


 


All
percentages resulting from any calculations on the Debentures will be rounded,
if necessary, to the nearest one hundred-thousandth of a percentage point, with
five one-millionths of a percentage point rounded upward (e.g., 9.876545% or
..09876545 being rounded to 9.87655% or .0987655, and all dollar amounts used in
or resulting from such calculation will be rounded to the nearest cent (with
one-half cent being rounded upward)).


 


The principal
of and interest on this Debenture shall be payable at the office or agency of
the Trustee (or other paying agent appointed by the Company) maintained for
that purpose in any coin or currency of the United States of America that at
the time of payment is legal tender for payment of public and private debts; provided,
however, that payment of interest may be made by check mailed to the
registered holder at such address as shall appear in the Debenture Register if
a request for a wire transfer by such holder has not been received by the
Company or by wire transfer to an account appropriately


 


A-1-3

















 


designated by the holder
hereof.  Notwithstanding the foregoing,
so long as the holder of this Debenture is the Institutional Trustee, the
payment of the principal of and interest on this Debenture will be made in immediately
available funds at such place and to such account as may be designated by the
Trustee.


 


So long as no
Event of Default has occurred and is continuing, the Company shall have the
right, from time to time, and without causing an Event of Default, to defer
payments of interest on the Debentures by extending the interest payment period
on the Debentures at any time and from time to time during the term of the
Debentures, for up to 20 consecutive quarterly periods (each such extended
interest payment period, an “Extension Period”), during which Extension Period
no interest (including Additional Interest) shall be due and payable.  No Extension Period may end on a date other
than an Interest Payment Date.  At the
end of any such Extension Period the Company shall pay all interest then accrued
and unpaid on the Debentures (together with Additional Interest thereon); provided,
however, that no Extension Period may extend beyond the Maturity Date; provided
further, however, that during any such Extension Period, the
Company shall not and shall not permit any Affiliate to (i) declare or pay
any dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of the Company’s or such Affiliate’s
capital stock (other than payments of dividends or distributions to the
Company) or make any guarantee payments with respect to the foregoing or
(ii) make any payment of principal of or interest or premium, if any, on
or repay, repurchase or redeem any debt securities of the Company or any
Affiliate that rank pari passu in all respects with or junior
in interest to the Debentures (other than, with respect to clauses (i) and (ii)
above, (a) repurchases, redemptions or other acquisitions of shares of
capital stock of the Company in connection with any employment contract,
benefit plan or other similar arrangement with or for the benefit of one or
more employees, officers, directors or consultants, in connection with a
dividend reinvestment or stockholder stock purchase plan or in connection with
the issuance of capital stock of the Company (or securities convertible into or
exercisable for such capital stock) as consideration in an acquisition
transaction entered into prior to the applicable Extension Period, (b) as
a result of any exchange or conversion of any class or series of the Company’s
capital stock (or any capital stock of a subsidiary of the Company) for any
class or series of the Company’s capital stock or of any class or series of the
Company’s indebtedness for any class or series of the Company’s capital stock,
(c) the purchase of fractional interests in shares of the Company’s
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged, (d) any declaration of
a dividend in connection with any stockholders’ rights plan, or the issuance of
rights, stock or other property under any stockholders’ rights plan, or the
redemption or repurchase of rights pursuant thereto, (e) any dividend in
the form of stock, warrants, options or other rights where the dividend stock
or the stock issuable upon exercise of such warrants, options or other rights
is the same stock as that on which the dividend is being paid or ranks pari passu
with or junior to such stock and any cash payments in lieu of fractional shares
issued in connection therewith, or (f) payments under the Capital
Securities Guarantee).  Prior to the
termination of any Extension Period, the Company may further extend such
period, provided that such period together with all such previous and further
consecutive extensions thereof shall not exceed 20 consecutive quarterly
periods, or extend beyond the Maturity Date. 
Upon the termination of any Extension Period and upon the payment of all
accrued and unpaid interest and Additional Interest, the Company may commence a
new Extension Period, subject to the foregoing requirements.  No interest or Additional Interest shall be
due and payable during an Extension Period, except at the end thereof, but each
installment of interest that would otherwise have been due and payable during
such Extension Period shall bear Additional Interest.  The Company must give the Trustee notice of its election to begin
or extend such Extension Period at least 5 Business Days prior to the earlier
of (i) the date interest on the Debentures would have been payable except
for the election to begin such Extension Period or (ii) the date such
interest is payable, but in any event not less than 5 Business Days prior to
such record date.


 


The
indebtedness evidenced by this Debenture is, to the extent provided in the
Indenture, subordinate and junior in right of payment to the prior payment in
full of all Senior Indebtedness, and this


 


A-1-4

















 


Debenture is issued subject to
the provisions of the Indenture with respect thereto.  Each holder of this Debenture, by accepting the same,
(a) agrees to and shall be bound by such provisions, (b) authorizes
and directs the Trustee on his or her behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination so
provided and (c) appoints the Trustee his or her attorney-in-fact for any
and all such purposes.  Each holder
hereof, by his or her acceptance hereof, hereby waives all notice of the
acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Indebtedness, whether now outstanding or
hereafter incurred, and waives reliance by each such holder upon said
provisions.


 


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


 


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


 


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


 


	
   

  	
  FIRST REGIONAL BANCORP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  	
   

  
	
   

  	
   

  	
    Title:

  	
   

  



 


 


CERTIFICATE OF AUTHENTICATION


 


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

  
	
   

  	
   

  
	
   

  	
  State Street Bank and Trust Company of
  Connecticut,

  National Association, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
    Authorized Officer

  	
   

  



 


A-1-5