Exhibit 4.2


 




 





AMENDED
AND RESTATED TRUST AGREEMENT


 


among


 


REPUBLIC
BANCORP, INC.,


as
Depositor


 


 


WILMINGTON
TRUST COMPANY,


as
Property Trustee


 


 


WILMINGTON
TRUST COMPANY,


as
Delaware Trustee


 


and


 


 


THE
ADMINISTRATIVE TRUSTEES NAMED HEREIN


as
Administrative Trustees


 










 


Dated
as of August 16, 2005


 


REPUBLIC
BANCORP CAPITAL TRUST




 





 





















 


TABLE
OF CONTENTS


 


	
  ARTICLE I. 

  	
  Defined Terms

  	
   

  
	
   

  	
  SECTION 1.1.

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II. 

  	
  The Trust

  	
   

  
	
   

  	
  SECTION 2.1.

  	
  Name

  	
   

  
	
   

  	
  SECTION 2.2.

  	
  Office of the Delaware Trustee; Principal
  Place of Business

  	
   

  
	
   

  	
  SECTION 2.3.

  	
  Initial Contribution of Trust Property;
  Fees, Costs and Expenses

  	
   

  
	
   

  	
  SECTION 2.4.

  	
  Purposes of Trust

  	
   

  
	
   

  	
  SECTION 2.5.

  	
  Authorization to Enter into Certain
  Transactions

  	
   

  
	
   

  	
  SECTION 2.6.

  	
  Assets of Trust

  	
   

  
	
   

  	
  SECTION 2.7.

  	
  Title to Trust Property

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III. 

  	
  Payment Account; Paying Agents

  	
   

  
	
   

  	
  SECTION 3.1.

  	
  Payment Account

  	
   

  
	
   

  	
  SECTION 3.2.

  	
  Appointment of Paying Agents

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV. 

  	
  Distributions; Redemption

  	
   

  
	
   

  	
  SECTION 4.1.

  	
  Distributions

  	
   

  
	
   

  	
  SECTION 4.2.

  	
  Redemption

  	
   

  
	
   

  	
  SECTION 4.3.

  	
  Subordination of Common Securities

  	
   

  
	
   

  	
  SECTION 4.4.

  	
  Payment Procedures

  	
   

  
	
   

  	
  SECTION 4.5.

  	
  Withholding Tax

  	
   

  
	
   

  	
  SECTION 4.6.

  	
  Tax Returns and Other Reports

  	
   

  
	
   

  	
  SECTION 4.7.

  	
  Payment of Taxes, Duties, Etc. of the Trust

  	
   

  
	
   

  	
  SECTION 4.8.

  	
  Payments under Indenture or Pursuant to
  Direct Actions

  	
   

  
	
   

  	
  SECTION 4.9.

  	
  Exchanges

  	
   

  
	
   

  	
  SECTION 4.10.

  	
  Calculation Agent

  	
   

  
	
   

  	
  SECTION 4.11.

  	
  Certain Accounting Matters

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V. 

  	
  Securities

  	
   

  
	
   

  	
  SECTION 5.1.

  	
  Initial Ownership

  	
   

  
	
   

  	
  SECTION 5.2.

  	
  Authorized Trust Securities

  	
   

  
	
   

  	
  SECTION 5.3.

  	
  Issuance of the Common Securities;
  Subscription and Purchase of Notes

  	
   

  
	
   

  	
  SECTION 5.4.

  	
  The Securities Certificates

  	
   

  
	
   

  	
  SECTION 5.5.

  	
  Rights of Holders

  	
   

  
	
   

  	
  SECTION 5.6.

  	
  Book-Entry Preferred Securities

  	
   

  
	
   

  	
  SECTION 5.7.

  	
  Registration of Transfer and Exchange of
  Preferred Securities Certificates

  	
   

  
	
   

  	
  SECTION 5.8.

  	
  Mutilated, Destroyed, Lost or Stolen
  Securities Certificates

  	
   

  
	
   

  	
  SECTION 5.9.

  	
  Persons Deemed Holders

  	
   

  
	
   

  	
  SECTION 5.10.

  	
  Cancellation

  	
   

  
	
   

  	
  SECTION 5.11.

  	
  Ownership of Common Securities by Depositor

  	
   

  
	
   

  	
  SECTION 5.12.

  	
  Restricted Legends

  	
   

  
	
   

  	
  SECTION 5.13.

  	
  Form of Certificate of Authentication

  	
   

  
					



 


i





















 


	
  ARTICLE VI. 

  	
  Meetings; Voting; Acts of Holders

  	
   

  
	
   

  	
  SECTION 6.1.

  	
  Notice of Meetings

  	
   

  
	
   

  	
  SECTION 6.2.

  	
  Meetings of Holders of the Preferred
  Securities

  	
   

  
	
   

  	
  SECTION 6.3.

  	
  Voting Rights

  	
   

  
	
   

  	
  SECTION 6.4.

  	
  Proxies, Etc.

  	
   

  
	
   

  	
  SECTION 6.5.

  	
  Holder Action by Written Consent

  	
   

  
	
   

  	
  SECTION 6.6.

  	
  Record Date for Voting and Other Purposes

  	
   

  
	
   

  	
  SECTION 6.7.

  	
  Acts of Holders

  	
   

  
	
   

  	
  SECTION 6.8.

  	
  Inspection of Records

  	
   

  
	
   

  	
  SECTION 6.9.

  	
  Limitations on Voting Rights

  	
   

  
	
   

  	
  SECTION 6.10.

  	
  Acceleration of Maturity; Rescission of
  Annulment; Waivers of Past Defaults

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII. 

  	
  Representations and Warranties

  	
   

  
	
   

  	
  SECTION 7.1.

  	
  Representations and Warranties of the
  Property Trustee and the Delaware Trustee

  	
   

  
	
   

  	
  SECTION 7.2.

  	
  Representations and Warranties of Depositor

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII. 

  	
  The Trustees

  	
   

  
	
   

  	
  SECTION 8.1.

  	
  Number of Trustees

  	
   

  
	
   

  	
  SECTION 8.2.

  	
  Property Trustee Required

  	
   

  
	
   

  	
  SECTION 8.3.

  	
  Delaware Trustee Required

  	
   

  
	
   

  	
  SECTION 8.4.

  	
  Appointment of Administrative Trustees

  	
   

  
	
   

  	
  SECTION 8.5.

  	
  Duties and Responsibilities of the Trustees

  	
   

  
	
   

  	
  SECTION 8.6.

  	
  Notices of Defaults and Extensions

  	
   

  
	
   

  	
  SECTION 8.7.

  	
  Certain Rights of Property Trustee

  	
   

  
	
   

  	
  SECTION 8.8.

  	
  Delegation of Power

  	
   

  
	
   

  	
  SECTION 8.9.

  	
  May Hold Securities

  	
   

  
	
   

  	
  SECTION 8.10.

  	
  Compensation; Reimbursement; Indemnity

  	
   

  
	
   

  	
  SECTION 8.11.

  	
  Resignation and Removal; Appointment of
  Successor

  	
   

  
	
   

  	
  SECTION 8.12.

  	
  Acceptance of Appointment by Successor

  	
   

  
	
   

  	
  SECTION 8.13.

  	
  Merger, Conversion, Consolidation or
  Succession to Business

  	
   

  
	
   

  	
  SECTION 8.14.

  	
  Not Responsible for Recitals or Issuance of
  Securities

  	
   

  
	
   

  	
  SECTION 8.15.

  	
  Property Trustee May File Proofs of Claim

  	
   

  
	
   

  	
  SECTION 8.16.

  	
  Reports to and from the Property Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX. 

  	
  Termination, Liquidation and Merger

  	
   

  
	
   

  	
  SECTION 9.1.

  	
  Dissolution Upon Expiration Date

  	
   

  
	
   

  	
  SECTION 9.2.

  	
  Early Termination

  	
   

  
	
   

  	
  SECTION 9.3.

  	
  Termination

  	
   

  
	
   

  	
  SECTION 9.4.

  	
  Liquidation

  	
   

  
	
   

  	
  SECTION 9.5.

  	
  Mergers, Consolidations, Amalgamations or
  Replacements of Trust

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X. 

  	
  Information to Purchaser

  	
   

  
	
   

  	
  SECTION 10.1.

  	
  Depositor Obligations to Purchaser

  	
   

  
	
   

  	
  SECTION 10.2.

  	
  Property Trustee’s Obligations to Purchaser

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI. 

  	
  Miscellaneous Provisions

  	
   

  
	
   

  	
  SECTION 11.1.

  	
  Limitation of Rights of Holders

  	
   

  
	
   

  	
  SECTION 11.2.

  	
  Agreed Tax Treatment of Trust and Trust
  Securities

  	
   

  
	
   

  	
  SECTION 11.3.

  	
  Amendment

  	
   

  
	
   

  	
  SECTION 11.4.

  	
  Separability

  	
   

  
					



 


ii





















 


	
   

  	
  SECTION 11.5.

  	
  Governing Law

  	
   

  
	
   

  	
  SECTION 11.6.

  	
  Successors

  	
   

  
	
   

  	
  SECTION 11.7.

  	
  Headings

  	
   

  
	
   

  	
  SECTION 11.8.

  	
  Reports, Notices and Demands

  	
   

  
	
   

  	
  SECTION 11.9.

  	
  Agreement Not to Petition

  	
   

  
	
   

  	
   

  
	
  Exhibit A

  	
  Certificate of Trust of Republic
  Bancorp Capital Trust

  	
   

  
	
  Exhibit B

  	
  Form of Common Securities
  Certificate

  	
   

  
	
  Exhibit C

  	
  Form of Preferred Securities
  Certificate

  	
   

  
	
  Exhibit D

  	
  Junior Subordinated Indenture

  	
   

  
	
  Exhibit E

  	
  Form of Transferee Certificate to be
  Executed by Transferees other than QIBs

  	
   

  
	
  Exhibit F

  	
  Form of Transferor Certificate to be
  Executed by QIBs

  	
   

  
	
  Exhibit G

  	
  Form of Officer’s Certificate

  	
   

  
	
  Exhibit H

  	
  Officers’ Certificate pursuant to
  Section 8.16(a)

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule A

  	
  Calculation of LIBOR

  	
   

  
					



 


iii





















 


AMENDED AND RESTATED TRUST AGREEMENT, dated
as of August 16, 2005, among (i) Republic Bancorp, Inc., a Kentucky corporation
(including any successors or permitted assigns, the “Depositor”), (ii) Wilmington
Trust Company, a Delaware banking corporation, as property trustee (in such
capacity, the “Property Trustee”), (iii) Wilmington Trust Company, a Delaware
banking corporation, as Delaware trustee (in such capacity, the “Delaware
Trustee”), (iv) Steven E. Trager, an individual, Bill Petter, an individual,
and Kevin Sipes, an individual, each of whose address is c/o Republic Bancorp,
Inc., 601 West Market Street, Louisville, Kentucky 40202, as administrative
trustees (in such capacities, each an “Administrative Trustee” and,
collectively, the “Administrative Trustees” and, together with the Property
Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders,
as hereinafter defined.


 


WITNESSETH


 


WHEREAS, the
Depositor, the Property Trustee and the Delaware Trustee have heretofore
created a Delaware statutory trust pursuant to the Delaware Statutory Trust Act
by entering into a Trust Agreement, dated as of August 11, 2005 (the “Original
Trust Agreement”), and by executing and filing with the Secretary of State of
the State of Delaware the Certificate of Trust, substantially in the form
attached as Exhibit A; and


 


WHEREAS,
the Depositor and the Trustees desire to amend and restate the Original
Trust Agreement in its entirety as set forth herein to provide for, among other
things, (i) the issuance of the Common Securities by the Trust to the
Depositor, (ii) the issuance and sale of the Preferred Securities by the Trust
pursuant to the Subscription Agreement and (iii) the acquisition by the Trust
from the Depositor of all of the right, title and interest in and to the Notes;


 


NOW,
THEREFORE, in consideration of the agreements and obligations
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each party, for the benefit of
the other parties and for the benefit of the Holders, hereby amends and
restates the Original Trust Agreement in its entirety and agrees as follows:


 


ARTICLE I.



DEFINED TERMS


 


SECTION 1.1.                Definitions.


 


For all purposes of this Trust Agreement,
except as otherwise expressly provided or unless the context otherwise
requires:


 


(a)           the
terms defined in this Article I have the meanings assigned to them in
this Article I;


 


(b)           the
words “include”, “includes” and “including” shall be deemed to be followed by
the phrase “without limitation”;


 





















 


(c)           all
accounting terms used but not defined herein have the meanings assigned to them
in accordance with United States generally accepted accounting principles;


 


(d)           unless
the context otherwise requires, any reference to an “Article”, a “Section”, a “Schedule”
or an “Exhibit” refers to an Article, a Section, a Schedule or an Exhibit, as
the case may be, of or to this Trust Agreement;


 


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


 


(f)            a
reference to the singular includes the plural and vice versa; and


 


(g)           the
masculine, feminine or neuter genders used herein shall include the masculine,
feminine and neuter genders.


 


“Act” has the meaning specified in Section
6.7.


 


“Additional Interest” has the meaning
specified in Section 1.1 of the Indenture.


 


“Additional Interest Amount” means, with respect
to Trust Securities of a given Liquidation Amount and/or a given period, the
amount of Additional Interest paid by the Depositor on a Like Amount of Notes
for such period.


 


“Additional Taxes” has the meaning specified
in Section 1.1 of the Indenture.


 


“Additional Tax Sums” has the meaning
specified in Section 10.5 of the Indenture.


 


“Administrative Trustee” means each of the
Persons identified as an “Administrative Trustee” in the preamble to this Trust
Agreement, solely in each such Person’s capacity as Administrative Trustee of
the Trust and not in such Person’s individual capacity, or any successor
Administrative Trustee appointed as herein provided.


 


“Affiliate” of any specified Person means any
other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person.  For the purposes of this definition, “control”
when used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.


 


“Applicable Depositary Procedures” means,
with respect to any transfer or transaction involving a Book-Entry Preferred
Security, the rules and procedures of the Depositary for such Book-Entry
Preferred Security, in each case to the extent applicable to such transaction
and as in effect from time to time.


 


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


 


2





















 


(a) 
the entry of a decree or order by a court having jurisdiction in the
premises (i) judging such Person a bankrupt or insolvent, (ii) approving as
properly filed a petition seeking reorganization, arrangement, adjudication or
composition of or in respect of such Person under any applicable Federal or
state bankruptcy, insolvency, reorganization or other similar law, (iii)
appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator
or other similar official of such Person or of any substantial part of its
property or (iv) ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order unstayed and in effect for a period of
sixty (60) consecutive days; or


 


(b) 
the institution by such Person of proceedings to be adjudicated a
bankrupt or insolvent, or the consent by it to the institution of bankruptcy or
insolvency proceedings against it, or the filing by it of a petition or answer
or consent seeking reorganization or relief under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law, or the
consent by it to the filing of any such petition or to the appointment of a
custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
official of such Person or of any substantial part of its property, or the
making by it of an assignment for the benefit of creditors, or the admission by
it in writing of its inability to pay its debts generally as they become due
and its willingness to be adjudicated a bankrupt or insolvent, or the taking of
corporate action by such Person in furtherance of any such action.


 


“Bankruptcy Laws” means all Federal and state
bankruptcy, insolvency, reorganization and other similar laws, including the
United States Bankruptcy Code.


 


“Book-Entry Preferred Security” means a
Preferred Security, the ownership and transfers of which shall be made through
book entries by a Depositary.


 


“Business Day” means a day other than (a) a
Saturday or Sunday, (b) a day on which banking institutions in the City of New
York are authorized or required by law or executive order to remain closed or
(c) a day on which the Corporate Trust Office is closed for business.


 


“Calculation Agent” has the meaning specified
in Section 4.10.


 


“Capital Disqualification Event” has the
meaning specified in Section 1.1 of the Indenture.


 


“Closing Date” has the meaning specified in
the Placement Agreement.


 


“Code” means the United States Internal
Revenue Code of 1986, as amended.


 


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


 


“Common Securities Certificate” means a
certificate evidencing ownership of Common Securities, substantially in the
form attached as Exhibit B.


 


3





















 


“Common Security” means a common security of
the Trust, denominated as such and representing an undivided beneficial
interest in the assets of the Trust, having a Liquidation Amount of $1,000 and
having the terms provided therefor in this Trust Agreement.


 


“Corporate Trust Office” means the principal
office of the Property Trustee at which any particular time its corporate trust
business shall be administered, which office at the date of this Trust
Agreement is located at Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001, Attention: 
Corporate Capital Markets.


 


“Definitive Preferred Securities Certificates”
means Preferred Securities issued in certificated, fully registered form that
are not Global Preferred Securities.


 


“Delaware Statutory Trust Act” means Chapter
38 of Title 12 of the Delaware Code, 12 Del. Code § 3801 et seq., or any
successor statute thereto, in each case as amended from time to time.


 


“Delaware Trustee” means the Person identified
as the “Delaware Trustee” in the preamble to this Trust Agreement, solely in
its capacity as Delaware Trustee of the Trust and not in its individual
capacity, or its successor in interest in such capacity, or any successor
Delaware Trustee appointed as herein provided.


 


“Depositary” means an organization registered
as a clearing agency under the Exchange Act that is designated as Depositary by
the Depositor or any successor thereto. 
DTC will be the initial Depositary.


 


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


 


“Depositor” has the meaning specified in the
preamble to this Trust Agreement and any successors and permitted assigns.


 


“Depositor Affiliate” has the meaning
specified in Section 4.9.


 


“Distribution Date” has the meaning specified
in Section 4.1(a)(i).


 


“Distributions” means amounts payable in
respect of the Trust Securities as provided in Section 4.1.


 


“DTC” means The Depository Trust Company or
any successor thereto.


 


“Early Termination Event” has the meaning
specified in Section 9.2.


 


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


 


4





















 


(a) 
the occurrence of a Note Event of Default; or


 


(b) 
default by the Trust in the payment of any Distribution when it becomes
due and payable, and continuation of such default for a period of thirty (30)
days; or


 


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


 


(d) 
default in the performance, or breach, in any material respect of any
covenant or warranty of the Trustees in this Trust Agreement (other than those
specified in clause (b) or (c) above) and continuation of such default or
breach for a period of thirty (30) days after there has been given, by
registered or certified mail, to the Trustees and to the Depositor by the
Holders of at least twenty five percent (25%) in aggregate Liquidation Amount
of the Outstanding Preferred Securities a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice
is a “Notice of Default” hereunder; or


 


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


 


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


 


“Expiration Date” has the meaning specified
in Section 9.1.


 


“Extension Period” has the meaning specified
in Section 4.1(a)(ii).


 


“Federal Reserve” means the Board of
Governors of the Federal Reserve System, the staff thereof, or a Federal
Reserve Bank, acting through delegated authority, in each case under the rules,
regulations and policies of the Federal Reserve System, or if at any time after
the execution of this Trust Agreement any such entity is not existing and
performing the duties now assigned to it , any successor body performing
similar duties or functions.


 


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


 


“Global Preferred Security” means a Preferred
Securities Certificate evidencing ownership of Book-Entry Preferred Securities.


 


“Guarantee Agreement” means the Guarantee
Agreement executed and delivered by the Depositor and Wilmington Trust Company,
as guarantee trustee, contemporaneously with the execution and delivery of this
Trust Agreement for the benefit of the holders of the Preferred Securities, as
amended from time to time.


 


“Holder” means a Person in whose name a Trust
Security or Trust Securities are registered in the Securities Register; any
such Person shall be a beneficial owner within the meaning of the Delaware
Statutory Trust Act.


 


5





















 


“Indemnified Person” has the meaning
specified in Section 8.10(c).


 


“Indenture” means the Junior Subordinated
Indenture executed and delivered by the Depositor and the Note Trustee
contemporaneously with the execution and delivery of this Trust Agreement, for
the benefit of the holders of the Notes, a copy of which is attached hereto as Exhibit
D, as amended or supplemented from time to time.


 


“Indenture Redemption Price” has the meaning
specified in Section 4.2(c).


 


“Interest Payment Date” has the meaning
specified in Section 1.1 of the Indenture.


 


“Investment Company Act” means the Investment
Company Act of 1940, or any successor statute thereto, in each case as amended
from time to time.


 


“Investment Company Event” has the meaning
specified in Section 1.1 of the Indenture.


 


“LIBOR” has the meaning specified in Schedule
A.


 


“LIBOR Business Day” has the meaning
specified in Schedule A.


 


“LIBOR Determination Date” has the meaning
specified in Schedule A.


 


“Lien” means any lien, pledge, charge,
encumbrance, mortgage, deed of trust, adverse ownership interest,
hypothecation, assignment, security interest or preference, priority or other
security agreement or preferential arrangement of any kind or nature
whatsoever.


 


“Like Amount” means (a) with respect to a
redemption of any Trust Securities, Trust Securities having a Liquidation Amount
equal to the principal amount of Notes to be contemporaneously redeemed or paid
at maturity in accordance with the Indenture, the proceeds of which will be
used to pay the Redemption Price of such Trust Securities, (b) with respect to
a distribution of Notes to Holders of Trust Securities in connection with a
dissolution of the Trust, Notes having a principal amount equal to the
Liquidation Amount of the Trust Securities of the Holder to whom such Notes are
distributed and (c) with respect to any distribution of Additional Interest
Amounts to Holders of Trust Securities, Notes having a principal amount equal
to the Liquidation Amount of the Trust Securities in respect of which such
distribution is made.


 


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


 


“Liquidation Date” means the date on which
assets are to be distributed to Holders in accordance with Section 9.4(a)
hereunder following dissolution of the Trust.


 


“Liquidation Distribution” has the meaning
specified in Section 9.4(d).


 


“Majority in Liquidation Amount of the
Preferred Securities” means Preferred Securities representing more than fifty
percent (50%) of the aggregate Liquidation Amount of all (or a specified group
of) then Outstanding Preferred Securities.


 


6





















 


“Note Event of Default” means any “Event of
Default” specified in Section 5.1 of the Indenture.


 


“Note Redemption Date” means, with respect to
any Notes to be redeemed under the Indenture, the date fixed for redemption of
such Notes under the Indenture.


 


“Note Trustee” means the Person identified as
the “Trustee” in the Indenture, solely in its capacity as Trustee pursuant to
the Indenture and not in its individual capacity, or its successor in interest
in such capacity, or any successor Trustee appointed as provided in the
Indenture.


 


“Notes” means the Depositor’s Junior
Subordinated Notes issued pursuant to the Indenture.


 


“Office of Thrift Supervision” means the
Office of Thrift Supervision, as from time to time constituted or, if at any
time after the execution of this Trust Agreement such Office is not existing
and performing the duties now assigned to it, then the body performing such
duties at such time.


 


“Officers’ Certificate” means a certificate
signed by the Chief Executive Officer, the President or an Executive Vice
President, and by the Chief Financial Officer, Treasurer or an Assistant
Treasurer, of the Depositor, and delivered to the Trustees. Any Officers’
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Trust Agreement (other than the certificate provided
pursuant to Section 8.16(a)) shall include:


 


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


 


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


 


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


 


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


 


“Operative Documents” means the Placement
Agreement, the Indenture, the Trust Agreement, the Guarantee Agreement, the
Subscription Agreement, the Notes and the Trust Securities.


 


“Opinion of Counsel” means a written opinion
of counsel, who may be counsel for, or an employee of, the Depositor or any
Affiliate of the Depositor.


 


“Original Issue Date” means the date of
original issuance of the Trust Securities.


 


“Original Trust Agreement” has the meaning
specified in the recitals to this Trust Agreement.


 


7





















 


“Outstanding”, when used with respect to any
Trust Securities, means, as of the date of determination, all Trust Securities
theretofore executed and delivered under this Trust Agreement, except:


 


(a) Trust Securities theretofore canceled by
the Property Trustee or delivered to the Property Trustee for cancellation;


 


(b) Trust Securities for which payment or
redemption money in the necessary amount has been theretofore deposited with
the Property Trustee or any Paying Agent in trust for the Holders of such Trust
Securities; provided, that if such Trust Securities are to be redeemed, notice
of such redemption has been duly given pursuant to this Trust Agreement; and


 


(c) Trust Securities that have been paid or
in exchange for or in lieu of which other Trust Securities have been executed
and delivered pursuant to the provisions of this Trust Agreement, unless proof
satisfactory to the Property Trustee is presented that any such Trust
Securities are held by Holders in whose hands such Trust Securities are valid,
legal and binding obligations of the Trust;


 


provided, that in determining whether the
Holders of the requisite Liquidation Amount of the Outstanding Preferred
Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, Preferred Securities owned by the Depositor, any
Trustee or any Affiliate of the Depositor or of any Trustee shall be
disregarded and deemed not to be Outstanding, except that (i) in determining
whether any Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Preferred
Securities that such Trustee knows to be so owned shall be so disregarded and
(ii) the foregoing shall not apply at any time when all of the Outstanding
Preferred Securities are owned by the Depositor, one or more of the Trustees
and/or any such Affiliate. Preferred Securities so owned that have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Administrative Trustees the pledgee’s right so to act with
respect to such Preferred Securities and that the pledgee is not the Depositor,
any Trustee or any Affiliate of the Depositor or of any Trustee.


 


“Owner” means each Person who is the
beneficial owner of Book-Entry Preferred Securities as reflected in the records
of the Depositary or, if a Depositary Participant is not the beneficial owner,
then the beneficial owner as reflected in the records of the Depositary
Participant.


 


“Paying Agent” means any Person authorized by
the Administrative Trustees to pay Distributions or other amounts in respect of
any Trust Securities on behalf of the Trust.


 


“Payment Account” means a segregated
non-interest-bearing corporate trust account maintained by the Property Trustee
for the benefit of the Holders in which all amounts paid in respect of the
Notes will be held and from which the Property Trustee, through the Paying
Agent, shall make payments to the Holders in accordance with Sections 3.1,
4.1 and 4.2.


 


“Person” means a legal person, including any
individual, corporation, estate, partnership, joint venture, association, joint
stock company, company, limited liability company, trust, 


 


8





















 


unincorporated association
or government, or any agency or political subdivision thereof, or any other
entity of whatever nature.


 


“Placement Agent” means Credit Suisse First
Boston LLC, as Placement Agent pursuant to the Placement Agreement, whose
address is Eleven Madison Avenue, New York, New York 10010.


 


“Placement Agreement” means the Placement
Agreement, dated as of August 16, 2005, executed and delivered by the Trust,
the Depositor and Credit Suisse First Boston LLC, as placement agent.


 


“Preferred Security” means a preferred
security of the Trust, denominated as such and representing an undivided
beneficial interest in the assets of the Trust, having a Liquidation Amount of
$1,000 and having the terms provided therefor in this Trust Agreement.


 


“Preferred Securities Certificate” means a
certificate evidencing ownership of Preferred Securities, substantially in the
form attached as Exhibit C.


 


“Property Trustee” means the Person identified
as the “Property Trustee” in the preamble to this Trust Agreement, solely in
its capacity as Property Trustee of the Trust and not in its individual
capacity, or its successor in interest in such capacity, or any successor
Property Trustee appointed as herein provided.


 


“Purchaser” means Credit Suisse First Boston,
acting through its Cayman Islands branch, as purchaser of the Preferred
Securities pursuant to the Subscription Agreement, whose address is c/o Credit
Suisse First Boston LLC, Eleven Madison Avenue, New York, New York 10010.


 


“QIB” means a “qualified institutional buyer”
as defined in Rule 144A under the Securities Act.


 


“Redemption Date” means, with respect to any
Trust Security to be redeemed, the date fixed for such redemption by or pursuant
to this Trust Agreement; provided, that each Note Redemption Date and the
stated maturity (or any date of principal repayment upon early maturity) of the
Notes shall be a Redemption Date for a Like Amount of Trust Securities.


 


“Redemption Price” means, with respect to any
Trust Security, the Liquidation Amount of such Trust Security, plus accumulated
and unpaid Distributions to the Redemption Date, plus the related amount of the
premium, if any, paid by the Depositor upon the concurrent redemption  or payment at maturity of a Like Amount of
Notes.


 


“Reference Banks” has the meaning specified
in Schedule A.


 


“Responsible Officer” means, with respect to
the Property Trustee, any Senior Vice President, any Vice President, any
Assistant Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, any Trust Officer or Assistant Trust
Officer or any other officer in the Corporate Trust Office of the Property
Trustee with direct responsibility for the administration of this Trust
Agreement and also means, with respect to a particular 


 


9





















 


corporate trust matter, any
other officer of the Property Trustee to whom such matter is referred because
of that officer’s knowledge of and familiarity with the particular subject.


 


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


 


“Securities Certificate” means any one of the
Common Securities Certificates or the Preferred Securities Certificates.


 


“Securities Register” and “Securities
Registrar” have the respective meanings specified in Section 5.7.


 


“Special Event Redemption Price” has the
meaning specified in Section 11.2 of the Indenture.


 


“Subscription Agreement” means the Preferred
Securities Subscription Agreement, dated as of August 16, 2005, by and among
the Company, the Trust, the Purchaser and Credit Suisse First Boston LLC (as to
certain provisions thereof).


 


“Successor Securities” has the meaning
specified in Section 9.5(a).


 


“Tax Event” has the meaning specified in Section
1.1 of the Indenture.


 


“Trust” means the Delaware statutory trust
known as “Republic Bancorp Capital Trust,” which was created on August 11, 2005,
under the Delaware Statutory Trust Act pursuant to the Original Trust Agreement
and the filing of the Certificate of Trust, and continued pursuant to this
Trust Agreement.


 


“Trust Agreement” means this Amended and
Restated Trust Agreement, including all Schedules and Exhibits (other than Exhibit
D), as the same may be modified, amended or supplemented from time to time in
accordance with the applicable provisions hereof.


 


“Trustees” means the Administrative Trustees,
the Property Trustee and the Delaware Trustee, each as defined in this Article
I.


 


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


 


“Trust Security” means any one of the Common
Securities or the Preferred Securities.


 


10





















 


ARTICLE II.



THE TRUST


 


SECTION 2.1.                Name.


 


The trust continued hereby
shall be known as “Republic Bancorp Capital Trust,” as such name may be
modified from time to time by the Administrative Trustees following written
notice to the Holders of Trust Securities and the other Trustees, in which name
the Trustees may conduct the business of the Trust, make and execute contracts
and other instruments on behalf of the Trust and sue and be sued.


 


SECTION 2.2.                Office of the Delaware Trustee;
Principal Place of Business.


 


The address of the Delaware Trustee in the
State of Delaware is Rodney Square North, 1100 North Market Street, Wilmington,
Delaware 19890-0001, Attention: Corporate Capital Markets, or such other
address in the State of Delaware as the Delaware Trustee may designate by
written notice to the Holders, the Depositor, the Property Trustee and the
Administrative Trustees. The principal executive office of the Trust is c/o Republic
Bancorp, Inc., 601 West Market Street, Louisville, Kentucky 40202, Attention:
Chief Financial Officer, as such address may be changed from time to time by
the Administrative Trustees following written notice to the Holders and the
other Trustees.


 


SECTION 2.3.                Initial Contribution of Trust
Property; Fees, Costs and Expenses.


 


The Property Trustee acknowledges receipt
from the Depositor in connection with the Original Trust Agreement of the sum
of ten dollars ($10), which constituted the initial Trust Property. The
Depositor shall pay all fees, costs and expenses of the Trust (except with
respect to the Trust Securities) as they arise or shall, upon request of any
Trustee, promptly reimburse such Trustee for any such fees, costs and expenses
paid by such Trustee. The Depositor shall make no claim upon the Trust Property
for the payment of such fees, costs or expenses.


 


SECTION 2.4.                Purposes
of Trust.


 


(a)           The exclusive purposes and functions of the Trust are to
(i) issue and sell Trust Securities and use the proceeds from such sale to
acquire the Notes and (ii)  engage in
only those activities necessary or incidental thereto. The Delaware Trustee,
the Property Trustee and the Administrative Trustees are trustees of the Trust,
and have all the rights, powers and duties to the extent set forth herein.  The Trustees hereby acknowledge that they are
trustees of the Trust.


 


(b)           So long as this Trust Agreement remains in effect, the
Trust (or the Trustees acting on behalf of the Trust) shall not undertake any
business, activities or transaction except as expressly provided herein or
contemplated hereby. In particular, the Trust (or the Trustees acting on behalf
of the Trust) shall not (i) acquire any investments or engage in any activities
not authorized by this Trust Agreement, (ii) sell, assign, transfer, exchange,
mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or interests
therein, including to Holders, except as expressly provided herein, (iii) incur
any indebtedness for borrowed money or issue any other debt, (iv) take or
consent to any action that would result in the placement of a Lien on


 


11





















 


any of the Trust Property, (v) take or
consent to any action that would reasonably be expected to cause (or, in the
case of the Property Trustee, to the actual knowledge of a Responsible Officer
would cause) the Trust to become taxable as a corporation or classified as
other than a grantor trust for United States federal income tax purposes, (vi)
take or consent to any action that would cause (or, in the case of the Property
Trustee, to the actual knowledge of a Responsible Officer would cause) the
Notes to be treated as other than indebtedness of the Depositor for United
States federal income tax purposes or (vii) take or consent to any action that
would cause (or, in the case of the Property Trustee, to the actual knowledge
of a Responsible Officer would cause) the Trust to be deemed to be an “investment
company” required to be registered under the Investment Company Act.


 


SECTION 2.5.                Authorization to Enter into
Certain Transactions.


 


(a)           The Trustees shall conduct the affairs of the Trust in
accordance with and subject to the terms of this Trust Agreement. In accordance
with the following provisions (i) and (ii), the Trustees shall have the
authority to enter into all transactions and agreements determined by the
Trustees to be appropriate in exercising the authority, express or implied,
otherwise granted to the Trustees, under this Trust Agreement, and to perform
all acts in furtherance thereof, including the following:


 


(i)            As
among the Trustees, each Administrative Trustee shall severally have the power,
authority and authorization to act on behalf of the Trust with respect to the
following matters:


 


(A)          the issuance and sale of the Trust
Securities;


 


(B)           to cause the Trust to enter into, and
to execute, deliver and perform on behalf of the Trust, such agreements,
documents, instruments, certificates and other writings as may be necessary or
desirable in connection with the purposes and function of the Trust, including,
without limitation, a common securities subscription agreement and a junior
subordinated note subscription agreement and to cause the Trust to perform the
Placement Agreement and the Subscription Agreement;


 


(C)           assisting in the sale of the
Preferred Securities in one or more transactions exempt from registration under
the Securities Act, and in compliance with applicable state securities or blue
sky laws;


 


(D)          assisting in the sending of notices
(other than notices of default) and other information regarding the Trust
Securities and the Notes to the Holders in accordance with this Trust
Agreement;


 


(E)           the appointment of a successor Paying
Agent and Calculation Agent in accordance with this Trust Agreement;


 


(F)           execution and delivery of the Trust
Securities on behalf of the Trust in accordance with this Trust Agreement;


 


12





















 


(G)           execution and delivery of closing
certificates, if any, pursuant to the Placement Agreement;


 


(H)          preparation and filing of all
applicable tax returns and tax information reports that are required to be
filed on behalf of the Trust;


 


(I)            establishing a record date with
respect to all actions to be taken hereunder that require a record date to be
established, except as provided in Section 6.10(a);


 


(J)            unless otherwise required by the
Delaware Statutory Trust Act, to execute on behalf of the Trust (either acting
alone or together with the other Administrative Trustees) any documents and
other writings that such Administrative Trustee has the power to execute
pursuant to this Trust Agreement; and


 


(K)          the taking of any action incidental to
the foregoing as such Administrative Trustee may from time to time determine is
necessary or advisable to give effect to the terms of this Trust Agreement.


 


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


 


(A)          the receipt and holding of legal title
of the Notes;


 


(B)           the establishment of the Payment
Account;


 


(C)           the receipt of interest, principal
and any other payments made in respect of the Notes and the holding of such
amounts in the Payment Account;


 


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


 


(E)           the exercise of all of the rights,
powers and privileges of a holder of the Notes in accordance with the terms of
this Trust Agreement;


 


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


 


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


 


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


 


13





















 


(I)            application for a taxpayer
identification number for the Trust;


 


(J)            the authentication of the Preferred
Securities as provided in this Trust Agreement; and


 


(K)          the taking of any action incidental to
the foregoing as the Property Trustee may from time to time determine is
necessary or advisable to give effect to the terms of this Trust Agreement and
protect and conserve the Trust Property for the benefit of the Holders (without
consideration of the effect of any such action on any particular Holder).


 


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


 


(i)            the
negotiation of the terms of, and the execution and delivery of, the Placement
Agreement and the Subscription Agreement providing for the sale of the
Preferred Securities in one or more transactions exempt from registration under
the Securities Act, and in compliance with applicable state securities or blue
sky laws; and


 


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


 


(c)           Notwithstanding anything herein to the contrary, the
Administrative Trustees are authorized and directed to conduct the affairs of
the Trust and to operate the Trust so that the Trust will not be taxable as a
corporation or classified as other than a grantor trust for United States
federal income tax purposes, so that the Notes will be treated as indebtedness
of the Depositor for United States federal income tax purposes and so that the
Trust will not be deemed to be an “investment company” required to be
registered under the Investment Company Act. In this connection, each
Administrative Trustee is authorized to take any action, not inconsistent with
applicable law, the Certificate of Trust or this Trust Agreement, that such
Administrative Trustee determines in his or her discretion to be necessary or
desirable for such purposes, as long as such action does not adversely affect
in any material respect the interests of the Holders of the Outstanding
Preferred Securities.  In no event shall
the Administrative Trustees be liable to the Trust or the Holders for any
failure to comply with this Section 2.5 to the extent that such failure
results solely from a change in law or regulation or in the interpretation
thereof.


 


(d)           Any action taken by a Trustee in accordance with its
powers shall constitute the act of and serve to bind the Trust.  In dealing with any Trustee acting on behalf
of the Trust, no Person shall be required to inquire into the authority of such
Trustee to bind the Trust.  Persons
dealing with the Trust are entitled to rely conclusively on the power and
authority of any Trustee as set forth in this Trust Agreement.


 


SECTION 2.6.                Assets
of Trust.


 


The assets of the Trust shall consist of the
Trust Property.


 


14





















 


SECTION 2.7.                Title to Trust Property.


 


(a)           Legal title to all Trust Property shall be vested at all
times in the Property Trustee and shall be held and administered by the
Property Trustee in trust for the benefit of the Trust and the Holders in
accordance with this Trust Agreement.


 


(b)           The Holders shall not have any right or title to the Trust
Property other than the undivided beneficial interest in the assets of the
Trust conferred by their Trust Securities and they shall have no right to call
for any partition or division of property, profits or rights of the Trust
except as described below. The Trust Securities shall be personal property
giving only the rights specifically set forth therein and in this Trust
Agreement.


 


ARTICLE III.



PAYMENT ACCOUNT; PAYING AGENTS


 


SECTION 3.1.                Payment Account.


 


(a)           On or prior to the Closing Date, the
Property Trustee shall establish the Payment Account. The Property Trustee and
the Paying Agent shall have exclusive control and sole right of withdrawal with
respect to the Payment Account for the purpose of making deposits in and
withdrawals from the Payment Account in accordance with this Trust Agreement.
All monies and other property deposited or held from time to time in the
Payment Account shall be held by the Property Trustee in the Payment Account
for the exclusive benefit of the Holders and for Distribution as herein
provided.


 


(b)           The Property Trustee shall deposit in the Payment Account,
promptly upon receipt, all payments of principal of or interest on, and any
other payments with respect to, the Notes. Amounts held in the Payment Account
shall not be invested by the Property Trustee pending distribution thereof.


 


SECTION 3.2.                Appointment of Paying Agents.


 


The Property Trustee is appointed as the
initial Paying Agent and hereby accepts such appointment. The Paying Agent
shall make Distributions to Holders from the Payment Account and shall report
the amounts of such Distributions to the Property Trustee and the
Administrative Trustees. Any Paying Agent shall have the revocable power to
withdraw funds from the Payment Account solely for the purpose of making the
Distributions referred to above. The Administrative Trustees may revoke such
power and remove the Paying Agent in their sole discretion. Any Person acting
as Paying Agent shall be permitted to resign as Paying Agent upon thirty (30)
days’ written notice to the Administrative Trustees and the Property Trustee.
If the Property Trustee shall no longer be the Paying Agent or a successor
Paying Agent shall resign or its authority to act be revoked, the
Administrative Trustees shall appoint a successor (which shall be a bank or
trust company) to act as Paying Agent. 
Such successor Paying Agent appointed by the Administrative Trustees
shall execute and deliver to the Trustees an instrument in which such successor
Paying Agent shall agree with the Trustees that as Paying Agent, such successor
Paying Agent will hold all sums, if any, held by it for payment to the Holders
in trust for the benefit of the Holders entitled thereto until such sums shall
be paid to such Holders. The Paying 


 


15





















 


Agent shall return all
unclaimed funds to the Property Trustee and upon removal of a Paying Agent such
Paying Agent shall also return all funds in its possession to the Property
Trustee. The provisions of Article VIII shall apply to the Property
Trustee also in its role as Paying Agent, for so long as the Property Trustee
shall act as Paying Agent and, to the extent applicable, to any other Paying
Agent appointed hereunder. Any reference in this Trust Agreement to the Paying
Agent shall include any co-paying agent unless the context requires otherwise.


 


ARTICLE IV.



DISTRIBUTIONS; REDEMPTION


 


SECTION 4.1.                Distributions.


 


(a)           The Trust Securities represent
undivided beneficial interests in the Trust Property, and Distributions
(including any Additional Interest Amounts) will be made on the Trust
Securities at the rate and on the dates that payments of interest (including
any Additional Interest) are made on the Notes. Accordingly:


 


(i)            Distributions
on the Trust Securities shall be cumulative, and shall accumulate whether or
not there are funds of the Trust available for the payment of Distributions.
Distributions shall accumulate from August 16, 2005, and, except as provided in
clause (ii) below, shall be payable quarterly in arrears on March 30th,
June 30th, September 30th and December 30th of
each year, commencing on September 30, 2005. 
If any date on which a Distribution is otherwise payable on the Trust
Securities is not a Business Day, then the payment of such Distribution shall
be made on the next succeeding Business Day (and no interest shall accrue in
respect of the amounts  whose payment is
so delayed for the period from and after each such date until the next
succeeding Business Day), except that, if such Business Day falls in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case, with the same force and effect as if made
on such date (each date on which Distributions are payable in accordance with
this Section 4.1(a)(i), a “Distribution Date”);


 


(ii)           in
the event (and to the extent) that the Depositor exercises its right under the
Indenture to defer the payment of interest on the Notes, Distributions on the
Trust Securities shall be deferred. 
Under the Indenture, so long as no Note Event of Default pursuant to
paragraphs (c), (e), (f), (g) or (h) of Section 5.1 of the Indenture has
occurred and is continuing, the Depositor shall have the right, at any time and
from time to time during the term of the Notes, to defer the payment of
interest on the Notes for a period of up to twenty (20) consecutive quarterly
interest payment periods (each such extended interest payment period, an “Extension
Period”), during which Extension Period no interest on the Notes shall be due
and payable (except any Additional Tax Sums that may be due and payable).  No interest on the Notes 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 payment of
such interest would be legally enforceable) at a fixed rate per annum equal to 6.015%
through the Interest Payment Date in September, 2015 


 


16





















 


and a variable rate per annum, reset quarterly, equal to LIBOR plus 1.42%,
thereafter, compounded quarterly, from the dates on which amounts would have
otherwise been due and payable until paid or until funds for the payment
thereof have been made available for payment. 
If Distributions are deferred, the deferred Distributions (including
Additional Interest Amounts) shall be paid on the date that the related
Extension Period terminates, to Holders of the Trust Securities as they appear
on the books and records of the Trust on the record date immediately preceding
such termination date.


 


(iii)          Distributions
shall accumulate in respect of the Trust Securities at a fixed rate per annum
equal to  6.015% of the Liquidation
Amount of the Trust Securities through the Distribution Date in September, 2015
and a variable rate per annum, reset quarterly, equal to LIBOR plus 1.42%, of
the Liquidation Amount of the Trust Securities thereafter. LIBOR shall be
determined by the Calculation Agent in accordance with Schedule A. The
amount of Distributions payable for any period less than a full Distribution
period shall be computed on the basis of a 360-day year and the actual number
of days elapsed in the relevant Distribution period.  The amount of Distributions payable for any
period shall include any Additional Interest Amounts in respect of such period;
and


 


(iv)          Distributions
on the Trust Securities shall be made by the Paying Agent from the Payment
Account and shall be payable on each Distribution Date only to the extent that
the Trust has funds then on hand and available in the Payment Account for the
payment of such Distributions.


 


(b)           Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the Holders thereof as they appear on the
Securities Register for the Trust Securities at the close of business on the
relevant record date, which shall be at the close of business on the fifteenth
day (whether or not a Business Day) preceding the relevant Distribution
Date.    Distributions payable on any
Trust Securities that are not punctually paid on any Distribution Date as a
result of the Depositor having failed to make an interest payment under the
Notes will cease to be payable to the Person in whose name such Trust
Securities are registered on the relevant record date, and such defaulted
Distributions and any Additional Interest Amounts will instead be payable to
the Person in whose name such Trust Securities are registered on the special
record date, or other specified date for determining Holders entitled to such
defaulted Distribution and Additional Interest Amount, established in the same
manner, and on the same date, as such is established with respect to the Notes
under the Indenture.


 


SECTION 4.2.                Redemption.


 


(a)           On each Note Redemption Date and on the stated maturity
(or any date of principal repayment upon early maturity) of the Notes and on
each other date on (or in respect of) which any principal on the Notes is
repaid, the Trust will be required to redeem a Like Amount of Trust Securities
at the Redemption Price.


 


(b)           Notice of redemption shall be given by the Property
Trustee by first-class mail, postage prepaid, mailed not less than thirty (30)
nor more than sixty (60) days prior to the 


 


17





















 


Redemption Date to each Holder of Trust
Securities to be redeemed, at such Holder’s address appearing in the Securities
Register. All notices of redemption shall state:


 


(i)            the
Redemption Date;


 


(ii)           the
Redemption Price or, if the Redemption Price cannot be calculated prior to the
time the notice is required to be sent, the estimate of the Redemption Price
provided pursuant to the Indenture, as calculated by the Depositor, together
with a statement that it is an estimate and that the actual Redemption Price
will be calculated by the Calculation Agent on the fifth Business Day prior to
the Redemption Date (and if an estimate is provided, a further notice shall be
sent of the actual Redemption Price on the date that such Redemption Price is
calculated);


 


(iii)          if
less than all the Outstanding Trust Securities are to be redeemed, the
identification (and, in the case of partial redemption, the respective
Liquidation Amounts) and Liquidation Amounts of the particular Trust Securities
to be redeemed;


 


(iv)          that
on the Redemption Date, the Redemption Price will become due and payable upon
each such Trust Security, or portion thereof, to be redeemed and that
Distributions thereon will cease to accumulate on such Trust Security or such
portion, as the case may be, on and after said date, except as provided in Section
4.2(d);


 


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


 


(vi)          such
other provisions as the Property Trustee deems relevant.


 


(c)           The Trust Securities (or portion thereof) redeemed on each
Redemption Date shall be redeemed at the Redemption Price with the proceeds
from the contemporaneous redemption or payment at maturity of Notes.
Redemptions of the Trust Securities (or portion thereof) shall be made and the
Redemption Price shall be payable on each Redemption Date only to the extent
that the Trust has funds then on hand and available in the Payment Account for
the payment of such Redemption Price. 
Under the Indenture, the Notes may be redeemed by the Depositor on any
Interest Payment Date, at the Depositor’s option, on or after September 30,
2015, in whole or in part, from time to time at a redemption price equal to one
hundred percent (100%) of the principal amount thereof, together, in the case
of any such redemption, with accrued interest, including any Additional
Interest, to but excluding the date fixed for redemption (the “Indenture
Redemption Price”); provided, that the Depositor shall have received the prior
approval of the Federal Reserve if then required.  The Notes may also be redeemed by the
Depositor, at its option, in whole but not in part, upon the occurrence of a
Capital Disqualification Event, an Investment Company Event or a Tax Event at
the Special Event Redemption Price (as set forth in the Indenture).


 


(d)           If the Property Trustee gives a notice of redemption in
respect of any Preferred Securities, then by 10:00 A.M., New York City time, on
the Redemption Date, the Depositor shall deposit sufficient funds with the
Property Trustee to pay the Redemption Price. 
If such deposit has been made by such time, then by 12:00 noon, New York
City time, on the Redemption Date, the Property Trustee will, with respect to
Book-Entry Preferred Securities, 


 


18





















 


irrevocably deposit with the Depositary for
such Book-Entry Preferred Securities, to the extent available therefor, funds
sufficient to pay the applicable Redemption Price and will give such Depositary
irrevocable instructions and authority to pay the Redemption Price to the
Holders of the Preferred Securities. With respect to Preferred Securities that
are not Book-Entry Preferred Securities, the Property Trustee will irrevocably
deposit with the Paying Agent, to the extent available therefor, funds
sufficient to pay the applicable Redemption Price and will give the Paying
Agent irrevocable instructions and authority to pay the Redemption Price to the
Holders of the Preferred Securities upon surrender of their Preferred
Securities Certificates. Notwithstanding the foregoing, Distributions payable
on or prior to the Redemption Date for any Trust Securities (or portion
thereof) called for redemption shall be payable to the Holders of such Trust
Securities as they appear on the Securities Register on the relevant record
dates for the related Distribution Dates. If notice of redemption shall have
been given and funds deposited as required, then upon the date of such deposit,
all rights of Holders holding Trust Securities (or portion thereof) so called
for redemption will cease, except the right of such Holders to receive the
Redemption Price and any Distribution payable in respect of the Trust
Securities on or prior to the Redemption Date, but without interest, and, in
the case of a partial redemption, the right of such Holders to receive a new
Trust Security or Securities of authorized denominations, in aggregate Liquidation
Amount equal to the unredeemed portion of such Trust Security or Securities,
and such Securities (or portion thereof) called for redemption will cease to be
Outstanding. In the event that any date on which any Redemption Price is
payable is not a Business Day, then payment of the Redemption Price payable on
such date will be made on the next succeeding Business Day (and no interest
shall accrue in respect of the amounts whose payment is so delayed for the
period from and after each such date until the next succeeding Business Day),
except that, if such Business Day falls in the next succeeding calendar year,
such payment shall be made on the immediately preceding Business Day, in each
case, with the same force and effect as if made on such date. In the event that
payment of the Redemption Price in respect of any Trust Securities (or portion
thereof) called for redemption is improperly withheld or refused and not paid
either by the Trust or by the Depositor pursuant to the Guarantee Agreement,
Distributions on such Trust Securities(or portion thereof) will continue to
accumulate, as set forth in Section 4.1, from the Redemption Date
originally established by the Trust for such Trust Securities(or portion
thereof) to the date such Redemption Price is actually paid, in which case the
actual payment date will be the date fixed for redemption for purposes of
calculating the Redemption Price.


 


(e)           Subject to Section 4.3(a), if less than all the
Outstanding Trust Securities are to be redeemed on a Redemption Date, then the
aggregate Liquidation Amount of Trust Securities to be redeemed shall be
allocated pro rata to the Common Securities and the Preferred Securities based
upon the relative aggregate Liquidation Amounts of the Common Securities and
the Preferred Securities.  The Preferred
Securities to be redeemed shall be selected on a pro rata basis based upon
their respective Liquidation Amounts not more than sixty (60) days prior to the
Redemption Date by the Property Trustee from the Outstanding Preferred Securities
not previously called for redemption; provided, however, that with respect to
Holders that would be required to hold less than one hundred (100) but more
than zero (0) Trust Securities as a result of such redemption, the Trust shall
redeem Trust Securities of each such Holder so that after such redemption such
Holder shall hold either one hundred (100) Trust Securities or such Holder no
longer holds any Trust Securities, and shall use such method (including,
without limitation, by lot) as the Trust shall deem fair and appropriate; and
provided, further, that so long as the 


 


19





















 


Preferred Securities are Book-Entry Preferred
Securities, such selection shall be made in accordance with the Applicable
Depositary Procedures for the Preferred Securities by such Depositary. The
Property Trustee shall promptly notify the Securities Registrar in writing of
the Preferred Securities (or portion thereof) selected for redemption and, in
the case of any Preferred Securities selected for partial redemption, the
Liquidation Amount thereof to be redeemed. For all purposes of this Trust
Agreement, unless the context otherwise requires, all provisions relating to
the redemption of Preferred Securities shall relate, in the case of any
Preferred Securities redeemed or to be redeemed only in part, to the portion of
the aggregate Liquidation Amount of Preferred Securities that has been or is to
be redeemed.


 


(f)            The Trust in issuing the Trust Securities may use “CUSIP”
numbers (if then generally in use), and, if so, the Property Trustee shall
indicate the “CUSIP” numbers of the Trust Securities in notices of redemption
and related materials as a convenience to Holders; provided, that any such
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Trust Securities or as contained in any notice
of redemption and related materials.


 


SECTION 4.3.                Subordination of Common
Securities.


 


(a)           Payment of Distributions (including any Additional
Interest Amounts) on, the Redemption Price of and the Liquidation Distribution
in respect of, the Trust Securities, as applicable, shall be made, pro rata
among the Common Securities and the Preferred Securities based on the
Liquidation Amount of the respective Trust Securities; provided, that if on any
Distribution Date, Redemption Date or Liquidation Date an Event of Default
shall have occurred and be continuing, no payment of any Distribution
(including any Additional Interest Amounts) on, Redemption Price of or
Liquidation Distribution in respect of, any Common Security, and no other
payment on account of the redemption, liquidation or other acquisition of
Common Securities, shall be made unless payment in full in cash of all
accumulated and unpaid Distributions (including any Additional Interest
Amounts) on all Outstanding Preferred Securities for all Distribution periods
terminating on or prior thereto, or in the case of payment of the Redemption
Price the full amount of such Redemption Price on all Outstanding Preferred
Securities then called for redemption, or in the case of payment of the
Liquidation Distribution the full amount of such Liquidation Distribution on
all Outstanding Preferred Securities, shall have been made or provided for, and
all funds immediately available to the Property Trustee shall first be applied
to the payment in full in cash of all Distributions (including any Additional
Interest Amounts) on, or the Redemption Price of or the Liquidation
Distribution in respect of, the Preferred Securities then due and payable.


 


(b)           In the case of the occurrence of any Event of Default, the
Holders of the Common Securities shall have no right to act with respect to any
such Event of Default under this Trust Agreement until all such Events of
Default with respect to the Preferred Securities have been cured, waived or
otherwise eliminated. Until all such Events of Default under this Trust
Agreement with respect to the Preferred Securities have been so cured, waived
or otherwise eliminated, the Property Trustee shall act solely on behalf of the
Holders of the Preferred Securities and not on behalf of the Holders of the
Common Securities, and only the Holders of all the Preferred Securities will
have the right to direct the Property Trustee to act on their behalf.


 


20





















 


SECTION 4.4.                Payment Procedures.


 


Payments of Distributions
(including any Additional Interest Amounts), the Redemption Price, Liquidation
Amount or any other amounts in respect of the Preferred Securities shall be
made by wire transfer at such place and to such account at a banking
institution in the United States as may be designated in writing at least ten
(10) Business Days prior to the date for payment by the Person entitled thereto
unless proper written transfer instructions have not been received by the
relevant record date, in which case such payments shall be made by check mailed
to the address of such Person as such address shall appear in the Securities
Register.  If any Preferred Securities
are held by a Depositary, such Distributions thereon shall be made to the
Depositary in immediately available funds. Payments in respect of the Common
Securities shall be made in such manner as shall be mutually agreed between the
Property Trustee and the Holder of all the Common Securities.


 


SECTION 4.5.                Withholding
Tax.


 


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


 


SECTION 4.6.                Tax Returns and Other Reports.


 


(a)           The Administrative Trustees shall prepare (or cause to be
prepared) at the principal office of the Trust in the United States, as defined
for purposes of Treasury regulations section 301.7701-7, at the Depositor’s
expense, and file, all United States federal, state and local tax and
information returns and reports required to be filed by or in respect of the
Trust.  The Administrative Trustees shall
prepare at the principal office of the Trust in the United States, as defined
for purposes of Treasury regulations section 301.7701-7, and furnish (or cause
to be prepared and furnished), by January 31 in each taxable year of the Trust
to each Holder all Internal Revenue Service forms and returns required to be
provided by the Trust. The Administrative Trustees shall provide the Depositor
and the Property Trustee with a copy of all such returns and reports promptly
after such filing or furnishing.


 


21





















 


(b)                                 So long as the
Property Trustee is the holder of the Notes, the Administrative Trustees will
cause the Depositor’s reports on Form FR Y-9C, FR Y-9LP and FR Y-6 to be
delivered to the Property Trustee promptly following their filing with the Federal
Reserve.


 


SECTION 4.7.                       Payment of
Taxes, Duties, Etc. of the Trust.


 


Upon
receipt under the Notes of Additional Tax Sums and upon the written direction
of the Administrative Trustees, the Property Trustee shall promptly pay, solely
out of monies on deposit pursuant to this Trust Agreement, any Additional Taxes
imposed on the Trust by the United States or any other taxing authority.


 


SECTION 4.8.                       Payments under
Indenture or Pursuant to Direct Actions.


 


Any
amount payable hereunder to any Holder of Preferred Securities shall be reduced
by the amount of any corresponding payment such Holder (or any Owner with
respect thereto) has directly received pursuant to Section 5.8 of
the Indenture or Section 6.10(b) of this Trust Agreement.


 


SECTION 4.9.                       Exchanges.


 


(a)                                  If at any time
the Depositor or any of its Affiliates (in either case, a “Depositor Affiliate”)
is the Owner or Holder of any Preferred Securities, such Depositor Affiliate
shall have the right to deliver to the Property Trustee all or such portion of
its Preferred Securities as it elects and, subject to compliance with Sections
2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of
Notes.  Such election (i) shall be
exercisable effective on any Distribution Date by such Depositor Affiliate
delivering to the Property Trustee a written notice of such election specifying
the Liquidation Amount of Preferred Securities with respect to which such
election is being made and the Distribution Date on which such exchange shall
occur, which Distribution Date shall be not less than ten (10) Business
Days after the date of receipt by the Property Trustee of such election notice
and (ii) shall be conditioned upon such Depositor Affiliate having
delivered or caused to be delivered to the Property Trustee or its designee the
Preferred Securities that are the subject of such election by 10:00 A.M.
New York time, on the Distribution Date on which such exchange is to
occur.  After the exchange, such
Preferred Securities will be canceled and will no longer be deemed to be
Outstanding and all rights of the Depositor Affiliate with respect to such
Preferred Securities will cease.


 


(b)                                 In the case of
an exchange described in Section 4.9(a), the Property Trustee on
behalf of the Trust will, on the date of such exchange, exchange Notes having a
principal amount equal to a proportional amount of the aggregate Liquidation
Amount of the Outstanding Common Securities, based on the ratio of the
aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided
by the aggregate Liquidation Amount of the Preferred Securities Outstanding
immediately prior to such exchange, for such proportional amount of Common
Securities held by the Depositor (which contemporaneously shall be canceled and
no longer be deemed to be Outstanding); provided, that the Depositor delivers
or causes to be delivered to the Property Trustee or its designee the required
amount of Common Securities to be exchanged by 10:00 A.M. New York time,
on the Distribution Date on which such exchange is to occur.


 


22





















 


SECTION 4.10.                 Calculation Agent.


 


(a)                                  The Property
Trustee shall initially, and, subject to the immediately following sentence,
for so long as it holds any of the Notes, be the Calculation Agent for purposes
of determining LIBOR for each Distribution Date.  The Calculation Agent may be removed by the
Administrative Trustees at any time.  If
the Calculation Agent is unable or unwilling to act as such or is removed by
the Administrative Trustees, the Administrative Trustees will promptly appoint
as a replacement Calculation Agent the London office of a leading bank which is
engaged in transactions in three-month U.S. dollar deposits in Europe and which
does not control or is not controlled by or under common control with the
Administrative Trustee or its Affiliates. 
The Calculation Agent may not resign its duties without a successor
having been duly appointed.


 


(b)                                 The Calculation
Agent shall be required to agree that, as soon as possible after 11:00 a.m.
(London time) on each LIBOR Determination Date, but in no event later than
11:00 a.m. (London time) on the Business Day immediately following each
LIBOR Determination Date, the Calculation Agent will calculate the interest
rate (rounded to the nearest cent, with half a cent being rounded upwards) for
the related Distribution Date, and will communicate such rate and amount to the
Depositor, the Property Trustee, each Paying Agent and the Depositary. The
Calculation Agent will also specify to the Administrative Trustees the
quotations upon which the foregoing rates and amounts are based and, in any
event, the Calculation Agent shall notify the Administrative Trustees before
5:00 p.m. (London time) on each LIBOR Determination Date that either:  (i) it has determined or is in the
process of determining the foregoing rates and amounts or (ii) it has not
determined and is not in the process of determining the foregoing rates and
amounts, together with its reasons therefor. 
The Calculation Agent’s determination of the foregoing rates and amounts
for any Distribution Date will (in the absence of manifest error) be final and
binding upon all parties.  For the sole
purpose of calculating the interest rate for the Trust Securities, “Business
Day” shall be defined as any day on which dealings in deposits in Dollars are
transacted in the London interbank market.


 


SECTION 4.11.                 Certain Accounting Matters.


 


(a)                                  At all times
during the existence of the Trust, the Administrative Trustees shall keep, or
cause to be kept at the principal office of the Trust in the United States, as
defined for purposes of Treasury Regulations section 301.7701-7, full
books of account, records and supporting documents, which shall reflect in
reasonable detail each transaction of the Trust.  The books of account shall be maintained on
the accrual method of accounting, in accordance with generally accepted
accounting principles, consistently applied.


 


(b)                                 The
Administrative Trustees shall either (i) if the Depositor is then subject
to such reporting requirements, cause each Form 10-K and Form 10-Q
prepared by the Depositor and filed with the Commission in accordance with the
Exchange Act to be delivered to each Holder, with a copy to the Property
Trustee, within thirty (30) days after the filing thereof or (ii) cause to
be prepared at the principal office of the Trust in the United States, as
defined for purposes of Treasury Regulations section 301.7701-7, and
delivered to each of the Holders, with a copy to the Property Trustee, within
ninety (90) days after the end of each Fiscal Year, annual financial statements
of the Trust, including a balance sheet of the Trust as of the end of such
Fiscal Year, and the related statements of income or loss.


 


23





















 


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


 


ARTICLE V.



SECURITIES


 


SECTION 5.1.                       Initial
Ownership.


 


Upon
the creation of the Trust and the contribution by the Depositor referred to in Section 2.3
and until the issuance of the Trust Securities, and at any time during which no
Trust Securities are Outstanding, the Depositor shall be the sole beneficial
owner of the Trust.


 


SECTION 5.2.                       Authorized
Trust Securities.


 


The
Trust shall be authorized to issue one series of Preferred Securities having an
aggregate Liquidation Amount of $40,000,000 and one series of Common Securities
having an aggregate Liquidation Amount of $1,240,000.


 


SECTION 5.3.                       Issuance of the
Common Securities; Subscription and Purchase of Notes.


 


On
the Closing Date, an Administrative Trustee, on behalf of the Trust, shall
execute and deliver to the Depositor Common Securities Certificates, registered
in the name of the Depositor, evidencing an aggregate of 1,240 Common
Securities having an aggregate Liquidation Amount of $1,240,000, against
receipt by the Trust of the aggregate purchase price of such Common Securities
of $1,240,000. Contemporaneously therewith and with the sale by the Trust to
the Holders of an aggregate of 40,000 Preferred Securities having an aggregate
Liquidation Amount of $40,000,000, an Administrative Trustee, on behalf of the
Trust, shall subscribe for and purchase from the Depositor Notes, to be
registered in the name of the Property Trustee on behalf of the Trust and
having an aggregate principal amount equal to $41,240,000, and, in satisfaction
of the purchase price for such Notes, the Property Trustee, on behalf of the
Trust, shall deliver to the Depositor the sum of $41,240,000 (being the
aggregate amount paid by the Holders for the Preferred Securities and the
amount paid by the Depositor for the Common Securities).


 


SECTION 5.4.                       The Securities
Certificates.


 


(a)                                  The Preferred
Securities Certificates shall be issued in minimum denominations of $100,000
Liquidation Amount and integral multiples of $1,000 in excess thereof, and the
Common Securities Certificates shall be issued in minimum denominations of
$10,000 Liquidation Amount and integral multiples of $1,000 in excess
thereof.  The Securities Certificates
shall be executed on behalf of the Trust by manual or facsimile signature of at
least one Administrative Trustee. 
Securities Certificates bearing the signatures of individuals who


 


24





















 


were, at the time when such
signatures shall have been affixed, authorized to sign such Securities
Certificates on behalf of the Trust shall be validly issued and entitled to the
benefits of this Trust Agreement, notwithstanding that such individuals or any
of them shall have ceased to be so authorized prior to the delivery of such
Securities Certificates or did not have such authority at the date of delivery
of such Securities Certificates.


 


(b)                                 On the Closing
Date, upon the written order of an authorized officer of the Depositor, the
Administrative Trustees shall cause Securities Certificates to be executed on
behalf of the Trust and delivered, without further corporate action by the
Depositor, in authorized denominations.


 


(c)                                  The Preferred
Securities issued to QIBs shall be, except as provided in Section 5.6,
Book-Entry Preferred Securities issued in the form of one or more Global
Preferred Securities registered in the name of the Depositary, or its nominee
and deposited with the Depositary or the Property Trustee as custodian for the
Depositary for credit by the Depositary to the respective accounts of the
Depositary Participants thereof (or such other accounts as they may
direct).  The Preferred Securities issued
to a Person other than a QIB shall be issued in the form of Definitive Preferred
Securities Certificates.


 


(d)                                 A Preferred
Security shall not be valid until authenticated by the manual signature of a
Responsible Officer of the Property Trustee. 
Such signature shall be conclusive evidence that the Preferred Security
has been authenticated under this Trust Agreement.  Upon written order of the Trust signed by one
Administrative Trustee, the Property Trustee shall authenticate and deliver one
or more Preferred Security Certificates evidencing the Preferred Securities for
original issue.  The Property Trustee may
appoint an authenticating agent that is a U.S. Person acceptable to the Trust
to authenticate the Preferred Securities. 
A Common Security need not be so authenticated and shall be valid upon
execution by one or more Administrative Trustees.  The form of this certificate of
authentication can be found in Section 5.13.


 


(e)                                  Upon issuance
of the Trust Securities as provided in this Trust Agreement, the Trust
Securities so issued shall be deemed to be validly issued, fully paid and
nonassessable, and each Holder thereof shall be entitled to the benefits
provided by this Trust Agreement.


 


SECTION 5.5.                       Rights of
Holders.


 


The
Trust Securities shall have no, and the issuance of the Trust Securities is not
subject to, preemptive or similar rights and when issued and delivered to
Holders against payment of the purchase price therefor will be fully paid and
non-assessable by the Trust.  Except as
provided in Section 5.11(b), the Holders of the Trust Securities,
in their capacities as such, shall be entitled to the same limitation of
personal liability extended to stockholders of private corporations for profit
organized under the General Corporation Law of the State of Delaware.


 


SECTION 5.6.                       Book-Entry
Preferred Securities.


 


(a)                                  A Global
Preferred Security may be exchanged, in whole or in part, for Definitive
Preferred Securities Certificates registered in the names of the Owners only if
such exchange complies with Section 5.7 and (i) the Depositary
advises the Administrative Trustees and the Property Trustee in writing that
the Depositary is no longer willing or able properly to discharge


 


25





















 


its responsibilities with
respect to the Global Preferred Security, and no qualified successor is
appointed by the Administrative Trustees within ninety (90) days of receipt of
such notice, (ii) the Depositary ceases to be a clearing agency registered
under the Exchange Act and the Administrative Trustees fail to appoint a
qualified successor within ninety (90) days of obtaining knowledge of such
event, (iii) the Administrative Trustees at their option advise the
Property Trustee in writing that the Trust elects to terminate the book-entry
system through the Depositary or (iv) a Note Event of Default has occurred
and is continuing. Upon the occurrence of any event specified in clause (i),
(ii), (iii) or (iv) above, the Administrative Trustees shall notify
the Depositary and instruct the Depositary to notify all Owners of Book-Entry
Preferred Securities, the Delaware Trustee and the Property Trustee of the
occurrence of such event and of the availability of the Definitive Preferred
Securities Certificates to Owners of the Preferred Securities requesting the
same. Upon the issuance of Definitive Preferred Securities Certificates, the
Trustees shall recognize the Holders of the Definitive Preferred Securities
Certificates as Holders.  Notwithstanding
the foregoing, if an Owner of a beneficial interest in a Global Preferred
Security wishes at any time to transfer an interest in such Global Preferred
Security to a Person other than a QIB, such transfer shall be effected, subject
to the Applicable Depositary Procedures, in accordance with the provisions of
this Section 5.6 and Section 5.7, and the transferee
shall receive a Definitive Preferred Securities Certificate in connection with
such transfer.  A holder of a Definitive
Preferred Securities Certificate that is a QIB may, upon request, and in
accordance with the provisions of this Section 5.6 and Section 5.7,
exchange such Definitive Preferred Securities Certificate for a beneficial
interest in a Global Preferred Security.


 


(b)                                 If any Global
Preferred Security is to be exchanged for Definitive Preferred Securities
Certificates or canceled in part, or if any Definitive Preferred Securities
Certificate is to be exchanged in whole or in part for any Global Preferred
Security, then either (i) such Global Preferred Security shall be so
surrendered for exchange or cancellation as provided in this Article V
or (ii) the aggregate Liquidation Amount represented by such Global
Preferred Security shall be reduced, subject to Section 5.4, or
increased by an amount equal to the Liquidation Amount represented by that
portion of the Global Preferred Security to be so exchanged or canceled, or
equal to the Liquidation Amount represented by such Definitive Preferred
Securities Certificates to be so exchanged for any Global Preferred Security,
as the case may be, by means of an appropriate adjustment made on the records
of the Securities Registrar, whereupon the Property Trustee, in accordance with
the Applicable Depositary Procedures, shall instruct the Depositary or its
authorized representative to make a corresponding adjustment to its records.
Upon any such surrender to the Administrative Trustees or the Securities
Registrar of any Global Preferred Security or Securities by the Depositary,
accompanied by registration instructions, the Administrative Trustees, or any
one of them, shall execute the Definitive Preferred Securities Certificates in
accordance with the instructions of the Depositary, and the Property Trustee,
upon receipt thereof, shall authenticate and deliver such Definitive Preferred
Securities Certificates.  None of the
Securities Registrar or the Trustees shall be liable for any delay in delivery
of such instructions and may conclusively rely on, and shall be fully protected
in relying on, such instructions.


 


(c)                                  Every
Securities Certificate executed and delivered upon registration or transfer of,
or in exchange for or in lieu of, a Global Preferred Security or any portion
thereof shall be executed and delivered in the form of, and shall be, a Global
Preferred Security, unless such


 


26





















 


Securities Certificate is
registered in the name of a Person other than the Depositary for such Global
Preferred Security or a nominee thereof.


 


(d)                                 The Depositary
or its nominee, as registered owner of a Global Preferred Security, shall be
the Holder of such Global Preferred Security for all purposes under this Trust
Agreement and the Global Preferred Security, and Owners with respect to a
Global Preferred Security shall hold such interests pursuant to the Applicable
Depositary Procedures. The Securities Registrar and the Trustees shall be
entitled to deal with the Depositary for all purposes of this Trust Agreement
relating to the Global Preferred Securities (including the payment of the
Liquidation Amount of and Distributions on the Book-Entry Preferred Securities
represented thereby and the giving of instructions or directions by Owners of
Book-Entry Preferred Securities represented thereby and the giving of notices)
as the sole Holder of the Book-Entry Preferred Securities represented thereby
and shall have no obligations to the Owners thereof.  None of the Trustees nor the Securities
Registrar shall have any liability in respect of any transfers effected by the
Depositary.


 


(e)                                  The rights of
the Owners of the Book-Entry Preferred Securities shall be exercised only
through the Depositary and shall be limited to those established by law, the
Applicable Depositary Procedures and agreements between such Owners and the
Depositary and/or the Depositary Participants; provided, that, solely for the
purpose of determining whether the Holders of the requisite amount of Preferred
Securities have voted on any matter provided for in this Trust Agreement, to
the extent that Preferred Securities are represented by a Global Preferred
Security, the Trustees may conclusively rely on, and shall be fully protected
in relying on, any written instrument (including a proxy) delivered to the
Property Trustee by the Depositary setting forth the Owners’ votes or assigning
the right to vote on any matter to any other Persons either in whole or in
part.  To the extent that Preferred
Securities are represented by a Global Preferred Security, the initial
Depositary will make book-entry transfers among the Depositary Participants and
receive and transmit payments on the Preferred Securities that are represented
by a Global Preferred Security to such Depositary Participants, and none of the
Depositor or the Trustees shall have any responsibility or obligation with
respect thereto.


 


(f)                                    To the extent
that a notice or other communication to the Holders is required under this
Trust Agreement, for so long as Preferred Securities are represented by a
Global Preferred Security, the Trustees shall give all such notices and
communications to the Depositary, and shall have no obligations to the Owners.


 


SECTION 5.7.                       Registration of
Transfer and Exchange of Preferred Securities Certificates.


 


(a)                                  The Property
Trustee shall keep or cause to be kept, at the Corporate Trust Office, a
register or registers (the “Securities Register”) in which the registrar and
transfer agent with respect to the Trust Securities (the “Securities Registrar”),
subject to such reasonable regulations as it may prescribe, shall provide for
the registration of Preferred Securities Certificates and Common Securities
Certificates and registration of transfers and exchanges of Preferred
Securities Certificates as herein provided. The Property Trustee shall at all
times also be the Securities Registrar. 
The provisions of Article VIII shall apply to the Property
Trustee in its role as Securities Registrar.


 


27





















 


(b)                                 Subject to Section 5.7(d),
upon surrender for registration of transfer of any Preferred Securities
Certificate at the office or agency maintained pursuant to Section 5.7(f),
the Administrative Trustees or any one of them shall execute by manual or
facsimile signature and deliver to the Property Trustee, and upon receipt
thereof the Property Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Preferred Securities
Certificates in authorized denominations of a like aggregate Liquidation Amount
as may be required by this Trust Agreement dated the date of execution by such
Administrative Trustee or Trustees.  At
the option of a Holder, Preferred Securities Certificates may be exchanged for
other Preferred Securities Certificates in authorized denominations and of a
like aggregate Liquidation Amount upon surrender of the Preferred Securities
Certificate to be exchanged at the office or agency maintained pursuant to Section 5.7(f).  Whenever any Preferred Securities
Certificates are so surrendered for exchange, the Administrative Trustees or
any one of them shall execute by manual or facsimile signature and deliver to
the Property Trustee, and upon receipt thereof the Property Trustee shall
authenticate and deliver, the Preferred Securities Certificates that the Holder
making the exchange is entitled to receive.


 


(c)                                  The Securities
Registrar shall not be required, (i) to issue, register the transfer of or
exchange any Preferred Security during a period beginning at the opening of
business fifteen (15) days before the day of selection for redemption of such
Preferred Securities pursuant to Article IV and ending at the close
of business on the day of mailing of the notice of redemption or (ii) to
register the transfer of or exchange any Preferred Security so selected for
redemption in whole or in part, except, in the case of any such Preferred
Security to be redeemed in part, any portion thereof not to be redeemed.


 


(d)                                 Every Preferred
Securities Certificate presented or surrendered for registration of transfer or
exchange shall be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Securities Registrar duly executed by the
Holder or such Holder’s attorney duly authorized in writing and (i) if
such Preferred Securities Certificate is being transferred otherwise than to a
QIB, accompanied by a certificate of the transferee substantially in the form
set forth as Exhibit E hereto or (ii) if such Preferred
Securities Certificate is being transferred to a QIB, accompanied by a
certificate of the transferor substantially in the form set forth as Exhibit F
hereto.


 


(e)                                  No service
charge shall be made for any registration of transfer or exchange of Preferred
Securities Certificates, but the Property Trustee on behalf of the Trust may
require payment of a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any transfer or exchange of Preferred
Securities Certificates.


 


(f)                                    The Administrative
Trustees shall designate an office or offices or agency or agencies where
Preferred Securities Certificates may be surrendered for registration of
transfer or exchange, and initially designate the Corporate Trust Office as its
office and agency for such purposes. The Administrative Trustees shall give
prompt written notice to the Depositor, the Property Trustee and to the Holders
of any change in the location of any such office or agency.


 


SECTION 5.8.                       Mutilated,
Destroyed, Lost or Stolen Securities Certificates.


 


28





















 


(a)                                  If any
mutilated Securities Certificate shall be surrendered to the Securities
Registrar together with such security or indemnity as may be required by the
Securities Registrar and the Administrative Trustees to save each of them
harmless, the Administrative Trustees, or any one of them, on behalf of the
Trust, shall execute and make available for delivery and, with respect to
Preferred Securities, the Property Trustee shall authenticate, in exchange
therefor a new Securities Certificate of like class, tenor and denomination.


 


(b)                                 If the
Securities Registrar shall receive evidence to its satisfaction of the
destruction, loss or theft of any Securities Certificate and there shall be delivered
to the Securities Registrar and the Administrative Trustees such security or
indemnity as may be required by them to save each of them harmless, then in the
absence of notice that such Securities Certificate shall have been acquired by
a protected purchaser, the Administrative Trustees, or any one of them, on
behalf of the Trust, shall execute and make available for delivery, and, with
respect to Preferred Securities, the Property Trustee shall authenticate, in
exchange for or in lieu of any such destroyed, lost or stolen Securities
Certificate, a new Securities Certificate of like class, tenor and
denomination.


 


(c)                                  In connection
with the issuance of any new Securities Certificate under this Section 5.8,
the Administrative Trustees or the Securities Registrar may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith.


 


(d)                                 Any duplicate
Securities Certificate issued pursuant to this Section 5.8 shall
constitute conclusive evidence of an undivided beneficial interest in the
assets of the Trust corresponding to that evidenced by the mutilated, lost,
stolen or destroyed Securities Certificate, as if originally issued, whether or
not the lost, stolen or destroyed Securities Certificate shall be found at any
time.


 


(e)                                  If any such
mutilated, destroyed, lost or stolen Securities Certificate has become or is
about to become due and payable, the Depositor in its discretion may, instead
of issuing a new Trust Security, pay such Trust Security.


 


(f)                                    The provisions
of this Section 5.8 are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement of
mutilated, destroyed, lost or stolen Securities Certificates.


 


SECTION 5.9.                       Persons Deemed
Holders.


 


The
Trustees and the Securities Registrar shall each treat the Person in whose name
any Securities Certificate shall be registered in the Securities Register as
the owner of the Trust Securities evidenced by such Securities Certificate for
the purpose of receiving Distributions and for all other purposes whatsoever,
and none of the Trustees and the Securities Registrar shall be bound by any
notice to the contrary.


 


SECTION 5.10.                 Cancellation.


 


All
Preferred Securities Certificates surrendered for registration of transfer or
exchange or for payment shall, if surrendered to any Person other than the
Property Trustee, be delivered to


 


29





















 


the Property Trustee, and any such Preferred Securities Certificates
and Preferred Securities Certificates surrendered directly to the Property
Trustee for any such purpose shall be promptly canceled by it.  The Administrative Trustees may at any time
deliver to the Property Trustee for cancellation any Preferred Securities
Certificates previously delivered hereunder that the Administrative Trustees
may have acquired in any manner whatsoever, and all Preferred Securities
Certificates so delivered shall be promptly canceled by the Property Trustee.  No Preferred Securities Certificates shall be
executed and delivered in lieu of or in exchange for any Preferred Securities
Certificates canceled as provided in this Section 5.10, except as
expressly permitted by this Trust Agreement. 
All canceled Preferred Securities Certificates shall be disposed of by
the Property Trustee in accordance with its customary practices and the
Property Trustee shall deliver to the Administrative Trustees a certificate of
such disposition.


 


SECTION 5.11.                 Ownership of Common
Securities by Depositor.


 


(a)                                  On the Closing
Date, the Depositor shall acquire, and thereafter shall retain, beneficial and
record ownership of the Common Securities. Neither the Depositor nor any
successor Holder of the Common Securities may transfer less than all the Common
Securities, and the Depositor or any such successor Holder may transfer the
Common Securities only (i) in connection with a consolidation or merger of
the Depositor into another Person, or any conveyance, transfer or lease by the
Depositor of its properties and assets substantially as an entirety to any
Person (in which event such Common Securities will be transferred to such
surviving entity, transferee or lessee, as the case may be), pursuant to Section 8.1
of the Indenture or (ii) to the Depositor or an Affiliate of the
Depositor, in each such case in compliance with applicable law (including the
Securities Act, and applicable state securities and blue sky laws). To the
fullest extent permitted by law, any attempted transfer of the Common
Securities other than as set forth in the immediately preceding sentence shall
be void. The Administrative Trustees shall cause each Common Securities
Certificate issued to the Depositor to contain a legend stating substantially “THIS
CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11
OF THE TRUST AGREEMENT.”


 


(b)                                 Any Holder of
the Common Securities shall be liable for the debts and obligations of the
Trust in the manner and to the extent set forth with respect to the Depositor
and agrees that it shall be subject to all liabilities to which the Depositor
may be subject and, prior to becoming such a Holder, shall deliver to the
Administrative Trustees an instrument of assumption satisfactory to such
Trustees.


 


SECTION 5.12.                 Restricted Legends.


 


(a)                                  Each Preferred
Security Certificate shall bear a legend in substantially the following form:


 


“[IF
THIS SECURITY IS A GLOBAL SECURITY INSERT: THIS PREFERRED SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”) OR A
NOMINEE OF DTC.  THIS PREFERRED SECURITY
IS EXCHANGEABLE FOR SECURITIES


 


30





















 


REGISTERED
IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT, AND NO TRANSFER OF THIS
PREFERRED SECURITY (OTHER THAN A TRANSFER OF THIS PREFERRED SECURITY AS A WHOLE
BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF
DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.


 


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


 


THE
PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED IN
A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND SUCH PREFERRED SECURITIES OR ANY INTEREST
THEREIN, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER OF ANY PREFERRED SECURITIES IS
HEREBY NOTIFIED THAT THE SELLER OF THE PREFERRED SECURITIES MAY BE RELYING
ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A UNDER THE SECURITIES ACT.


 


THE
HOLDER OF THE PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES FOR
THE BENEFIT OF THE TRUST AND THE DEPOSITOR THAT (A) SUCH PREFERRED
SECURITIES MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED ONLY (I) TO THE
TRUST, (II) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF
RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN
ACCOUNT, OR FOR THE ACCOUNT OF AN “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, (IV) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (V) PURSUANT TO AN


 


31





















 


EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION AND, IN THE CASE OF (III) OR (V), SUBJECT TO THE RIGHT
OF THE TRUST AND THE DEPOSITOR TO REQUIRE AN OPINION OF COUNSEL AND OTHER
INFORMATION SATISFACTORY TO EACH OF THEM AND (B) THE HOLDER WILL NOTIFY
ANY PURCHASER OF ANY PREFERRED SECURITIES FROM IT OF THE RESALE RESTRICTIONS
REFERRED TO IN (A) ABOVE.


 


THE
PREFERRED SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS
HAVING AN AGGREGATE LIQUIDATION AMOUNT OF NOT LESS THAN $100,000.  TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
ATTEMPTED TRANSFER OF PREFERRED SECURITIES, OR ANY INTEREST THEREIN,  IN A BLOCK HAVING AN AGGREGATE LIQUIDATION
AMOUNT OF LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF SHALL BE
DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.  TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH
PREFERRED SECURITIES FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE
RECEIPT OF LIQUIDATION AMOUNT OF OR DISTRIBUTIONS ON SUCH PREFERRED SECURITIES,
OR ANY INTEREST THEREIN, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE
NO INTEREST WHATSOEVER IN SUCH PREFERRED SECURITIES.


 


THE
HOLDER OF THIS SECURITY, OR ANY INTEREST THEREIN,  BY ITS ACCEPTANCE HEREOF OR THEREOF ALSO
AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN,
INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I
OF THE EMPLOYEE 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 THIS PREFERRED SECURITY OR ANY
INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE 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, OR ANY INTEREST THEREIN, ARE NOT
PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH
RESPECT TO SUCH PURCHASE AND HOLDING. ANY PURCHASER OR HOLDER OF THE PREFERRED
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 OR OTHER PLAN TO WHICH TITLE I OF ERISA OR SECTION 4975 OF THE CODE
IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH


 


32





















 


EMPLOYEE
BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE “PLAN ASSETS” OF
ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH
PURCHASE OR HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH FULL EXEMPTIVE RELIEF IS
NOT AVAILABLE UNDER AN APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.


 


THIS
OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY
AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE
CORPORATION (THE “FDIC”).”


 


(b)                                 The above
legend shall not be removed from any of the Preferred Securities Certificates
unless there is delivered to the Property Trustee and the Depositor
satisfactory evidence, which may include an Opinion of Counsel, as may be
reasonably required to ensure that any future transfers thereof may be made
without restriction under or violation of the provisions of the Securities Act
and other applicable law.  Upon provision
of such satisfactory evidence, one or more of the Administrative Trustees on
behalf of the Trust shall execute and deliver to the Property Trustee, and the
Property Trustee shall authenticate and deliver, at the written direction of
the Administrative Trustees and the Depositor, Preferred Securities
Certificates that do not bear the legend.


 


SECTION 5.13.                 Form of Certificate of
Authentication.


 


The
Property Trustee’s certificate of authentication shall be in substantially the
following form:


 


This
represents Preferred Securities referred to in the within-mentioned Trust
Agreement.


 


	
  Dated:

  	
  WILMINGTON TRUST COMPANY, not in

  its individual capacity, but solely as Property

  Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized officer

  	
   

  



 


ARTICLE VI.


 


MEETINGS; VOTING; ACTS OF HOLDERS


 


SECTION 6.1.                       Notice of
Meetings.


 


Notice
of all meetings of the Holders of the Preferred Securities, stating the time,
place and purpose of the meeting, shall be given by the Property Trustee
pursuant to Section 10.8 to each Holder of Preferred Securities, at
such Holder’s registered address, at least fifteen (15) days and not more than
ninety (90) days before the meeting. At any such meeting, any business


 


33





















 


properly before the meeting may be so considered whether or not stated
in the notice of the meeting. Any adjourned meeting may be held as adjourned
without further notice.


 


SECTION 6.2.                       Meetings of
Holders of the Preferred Securities.


 


(a)                                  No annual
meeting of Holders is required to be held. The Property Trustee, however, shall
call a meeting of the Holders of the Preferred Securities to vote on any matter
upon the written request of the Holders of at least twenty five percent (25%)
in aggregate Liquidation Amount of the Outstanding Preferred Securities and the
Administrative Trustees or the Property Trustee may, at any time in their
discretion, call a meeting of the Holders of the Preferred Securities to vote
on any matters as to which such Holders are entitled to vote.


 


(b)                                 The Holders of
at least a Majority in Liquidation Amount of the Preferred Securities, present
in person or by proxy, shall constitute a quorum at any meeting of the Holders
of the Preferred Securities.


 


(c)                                  If a quorum is
present at a meeting, an affirmative vote by the Holders present, in person or
by proxy, holding Preferred Securities representing at least a Majority in
Liquidation Amount of the Preferred Securities held by the Holders present,
either in person or by proxy, at such meeting shall constitute the action of
the Holders of the Preferred Securities, unless this Trust Agreement requires a
lesser or greater number of affirmative votes.


 


SECTION 6.3.                       Voting Rights.


 


Holders
shall be entitled to one vote for each $10,000 of Liquidation Amount
represented by their Outstanding Trust Securities in respect of any matter as
to which such Holders are entitled to vote.


 


SECTION 6.4.                       Proxies, Etc.


 


At
any meeting of Holders, any Holder entitled to vote thereat may vote by proxy,
provided, that no proxy shall be voted at any meeting unless it shall have been
placed on file with the Administrative Trustees, or with such other officer or
agent of the Trust as the Administrative Trustees may direct, for verification
prior to the time at which such vote shall be taken. Pursuant to a resolution
of the Property Trustee, proxies may be solicited in the name of the Property Trustee
or one or more officers of the Property Trustee. Only Holders of record shall
be entitled to vote. When Trust Securities are held jointly by several Persons,
any one of them may vote at any meeting in person or by proxy in respect of
such Trust Securities, but if more than one of them shall be present at such
meeting in person or by proxy, and such joint owners or their proxies so
present disagree as to any vote to be cast, such vote shall not be received in
respect of such Trust Securities. A proxy purporting to be executed by or on
behalf of a Holder shall be deemed valid unless challenged at or prior to its
exercise, and the burden of proving invalidity shall rest on the challenger. No
proxy shall be valid more than three years after its date of execution.


 


34





















 


SECTION 6.5.                       Holder Action
by Written Consent.


 


Any
action that may be taken by Holders at a meeting may be taken without a meeting
and without prior notice if Holders holding at least a Majority in Liquidation
Amount of all Preferred Securities entitled to vote in respect of such action
(or such lesser or greater proportion thereof as shall be required by any other
provision of this Trust Agreement) shall consent to the action in writing; provided,
that notice of such action is promptly provided to the Holders of Preferred
Securities that did not consent to such action. 
Any action that may be taken by the Holders of all the Common Securities
may be taken without a meeting and without prior notice if such Holders shall
consent to the action in writing.


 


SECTION 6.6.                       Record Date for
Voting and Other Purposes.


 


Except
as provided in Section 6.10(a), for the purposes of determining the
Holders who are entitled to notice of and to vote at any meeting or to act by
written consent, or to participate in any distribution on the Trust Securities
in respect of which a record date is not otherwise provided for in this Trust
Agreement, or for the purpose of any other action, the Administrative Trustees
may from time to time fix a date, not more than ninety (90) days prior to the
date of any meeting of Holders or the payment of a Distribution or other
action, as the case may be, as a record date for the determination of the
identity of the Holders of record for such purposes.


 


SECTION 6.7.                       Acts of
Holders.


 


(a)                                  Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Trust Agreement to be given, made or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent
thereof duly appointed in writing; and, except as otherwise expressly provided
herein, such action shall become effective when such instrument or instruments
are delivered to an Administrative Trustee. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “Act” of the Holders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Trust Agreement and
conclusive in favor of the Trustees, if made in the manner provided in this Section 6.7.


 


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


 


(c)                                  The ownership
of Trust Securities shall be proved by the Securities Register.


 


35





















 


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


 


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


 


(f)                                    If any dispute
shall arise among the Holders or the Trustees with respect to the authenticity,
validity or binding nature of any request, demand, authorization, direction,
notice, consent, waiver or other Act of such Holder or Trustee under this Article VI,
then the determination of such matter by the Property Trustee shall be
conclusive with respect to such matter.


 


SECTION 6.8.                       Inspection of
Records.


 


Upon
reasonable written notice to the Administrative Trustees and the Property
Trustee, the records of the Trust shall be open to inspection by any Holder
during normal business hours for any purpose reasonably related to such Holder’s
interest as a Holder.


 


SECTION 6.9.                       Limitations on
Voting Rights.


 


(a)                                  Except as
expressly provided in this Trust Agreement and in the Indenture and as
otherwise required by law, no Holder of Preferred Securities shall have any
right to vote or in any manner otherwise control the administration, operation
and management of the Trust or the obligations of the parties hereto, nor shall
anything herein set forth, or contained in the terms of the Securities
Certificates, be construed so as to constitute the Holders from time to time as
partners or members of an association.


 


(b)                                 So long as any
Notes are held by the Property Trustee on behalf of the Trust, the Property
Trustee shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Note Trustee, or exercise any trust
or power conferred on the Property Trustee with respect to the Notes, (ii) waive
any past default that may be waived under Section 5.13 of the
Indenture, (iii) exercise any right to rescind or annul a declaration that
the principal of all the Notes shall be due and payable or (iv) consent to
any amendment, modification or termination of the Indenture or the Notes, where
such consent shall be required, without, in each case, obtaining the prior
approval of the Holders of at least a Majority in Liquidation Amount of the
Preferred Securities; provided, that where a consent under the Indenture would
require the consent of each holder of Notes (or each Holder of Preferred
Securities) affected thereby, no such consent shall be given by the Property
Trustee without the prior written consent of each Holder of Preferred Securities.
The Property Trustee shall not revoke any action previously authorized or
approved by a vote of the Holders of the Preferred


 


36





















 


Securities, except by a
subsequent vote of the Holders of the Preferred Securities.  In addition to obtaining the foregoing
approvals of the Holders of the Preferred Securities, prior to taking any of
the foregoing actions, the Property Trustee shall, at the expense of the
Depositor, obtain an Opinion of Counsel experienced in such matters to the
effect that such action shall not cause the Trust to be taxable as a
corporation or classified as other than a grantor trust for United States
federal income tax purposes.


 


(c)                                  If any proposed
amendment to the Trust Agreement provides for, or the Trustees otherwise
propose to effect, (i) any action that would adversely affect in any
material respect the powers, preferences or special rights of the Preferred
Securities, whether by way of amendment to the Trust Agreement or otherwise or (ii) the
dissolution, winding-up or termination of the Trust, other than pursuant to the
terms of this Trust Agreement, then the Holders of Outstanding Preferred
Securities as a class will be entitled to vote on such amendment or proposal
and such amendment or proposal shall not be effective except with the approval
of the Holders of at least a Majority in Liquidation Amount of the Preferred
Securities. Notwithstanding any other provision of this Trust Agreement, no
amendment to this Trust Agreement may be made if, as a result of such
amendment, it would cause the Trust to be taxable as a corporation or
classified as other than a grantor trust for United States federal income tax
purposes.


 


SECTION 6.10.                 Acceleration of Maturity;
Rescission of Annulment; Waivers of Past Defaults.


 


(a)                                  For so long as
any Preferred Securities remain Outstanding, if, upon a Note Event of Default
pursuant to paragraphs (c), (e), (f), (g) or (h) of Section 5.1
of the Indenture, the Note Trustee fails or the holders of not less than twenty
five percent (25%) in principal amount of the outstanding Notes fail to declare
the principal of all of the Notes to be immediately due and payable, the
Holders of at least twenty-five percent (25%) in Liquidation Amount of the
Preferred Securities then Outstanding shall have the right to make such
declaration by a notice in writing to the Property Trustee, the Depositor and
the Note Trustee.  At any time after a
declaration of acceleration with respect to the Notes has been made and before
a judgment or decree for payment of the money due has been obtained by the Note
Trustee as provided in the Indenture, the Holders of at least a Majority in
Liquidation Amount of the Preferred Securities, by written notice to the
Property Trustee, the Depositor and the Note Trustee, may rescind and annul
such declaration and its consequences if:


 


(i)                                     the Depositor
has paid or deposited with the Note Trustee a sum sufficient to pay:


 


(A)                              all overdue
installments of interest on all of the Notes;


 


(B)                                any accrued
Additional Interest on all of the Notes;


 


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


 


37





















 


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


 


(ii)                                  all Note Events
of Default, other than the non-payment of the principal of the Notes that has
become due solely by such acceleration, have been cured or waived as provided
in Section 5.13 of the Indenture.


 


Upon
receipt by the Property Trustee of written notice requesting such an
acceleration, or rescission and annulment thereof, by Holders of any part of
the Preferred Securities, a record date shall be established for determining
Holders of Outstanding Preferred Securities entitled to join in such notice,
which record date shall be at the close of business on the day the Property
Trustee receives such notice. The Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to join in such
notice, whether or not such Holders remain Holders after such record date;
provided, that, unless such declaration of acceleration, or rescission and
annulment, as the case may be, shall have become effective by virtue of the
requisite percentage having joined in such notice prior to the day that is
ninety (90) days after such record date, such notice of declaration of
acceleration, or rescission and annulment, as the case may be, shall
automatically and without further action by any Holder be canceled and of no
further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of
a Holder, from giving, after expiration of such ninety (90)-day period, a new
written notice of declaration of acceleration, or rescission and annulment
thereof, as the case may be, that is identical to a written notice that has
been canceled pursuant to the proviso to the preceding sentence, in which event
a new record date shall be established pursuant to the provisions of this Section 6.10(a).


 


(b)                                 For so long as
any Preferred Securities remain Outstanding, to the fullest extent permitted by
law and subject to the terms of this Trust Agreement and the Indenture, upon a
Note Event of Default specified in paragraph (a), (b) or (c) of Section 5.1
of the Indenture, any Holder of Preferred Securities shall have the right to
institute a proceeding directly against the Depositor, pursuant to Section 5.8
of the Indenture, for enforcement of payment to such Holder of any amounts
payable in respect of Notes having an aggregate principal amount equal to the
aggregate Liquidation Amount of the Preferred Securities of such Holder.  Except as set forth in Section 6.10(a) and
this Section 6.10(b), the Holders of Preferred Securities shall
have no right to exercise directly any right or remedy available to the holders
of, or in respect of, the Notes.


 


(c)                                  Notwithstanding
paragraphs (a) and (b) of this Section 6.10, the Holders
of at least a Majority in Liquidation Amount of the Preferred Securities may,
on behalf of the Holders of all the Preferred Securities, waive any Note Event
of Default, except any Note Event of Default arising from the failure to pay
any principal of or premium, if any, or interest on (including any Additional
Interest) the Notes (unless such Note Event of Default has been cured and a sum
sufficient to pay all matured installments of interest and all principal and
premium, if any, on all Notes due otherwise than by acceleration has been
deposited with the Note Trustee) or a Note Event of Default in respect of a
covenant or provision that under the Indenture cannot be modified or amended
without the consent of the holder of each outstanding Note.  Upon any such waiver, such Note Event of
Default shall cease to exist and any Note Event of Default arising therefrom
shall be deemed to have been cured for every purpose of the Indenture; but no


 


38





















 


such waiver shall affect any
subsequent Note Event of Default or impair any right consequent thereon.


 


(d)                                 Notwithstanding
paragraphs (a) and (b) of this Section 6.10, the Holders
of at least a Majority in Liquidation Amount of the Preferred Securities may,
on behalf of the Holders of all the Preferred Securities, waive any past Event
of Default and its consequences.  Upon
such waiver, any such Event of Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Trust Agreement, but no such waiver shall extend to any subsequent or
other Event of Default or impair any right consequent thereon.


 


(e)                                  The Holders of
a Majority in Liquidation Amount of the Preferred Securities shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Property Trustee in respect of this Trust Agreement or
the Notes or exercising any trust or power conferred upon the Property Trustee
under this Trust Agreement; provided, that, subject to Sections 8.5 and 8.7,
the Property Trustee shall have the right to decline to follow any such
direction if the Property Trustee being advised by counsel determines that the
action so directed may not lawfully be taken, or if the Property Trustee in
good faith shall, by an officer or officers of the Property Trustee, determine
that the proceedings so directed would be illegal or involve it in personal
liability or be unduly prejudicial to the rights of Holders not party to such
direction, and provided, further, that nothing in this Trust Agreement shall
impair the right of the Property Trustee to take any action deemed proper by
the Property Trustee and which is not inconsistent with such direction.


 


ARTICLE VII.


 


REPRESENTATIONS AND WARRANTIES


 


SECTION 7.1.                       Representations
and Warranties of the Property Trustee and the Delaware Trustee.


 


The
Property Trustee and the Delaware Trustee, each severally on behalf of and as
to itself, hereby represents and warrants for the benefit of the Depositor and
the Holders that:


 


(a)                                  the Property
Trustee is a Delaware banking corporation with trust powers, duly organized,
validly existing and in good standing under the laws of the State of Delaware;


 


(b)                                 the Property
Trustee has full corporate power, authority and legal right to execute, deliver
and perform its obligations under this Trust Agreement and has taken all
necessary action to authorize the execution, delivery and performance by it of
this Trust Agreement;


 


(c)                                  the Delaware
Trustee is a Delaware banking corporation, duly organized with trust powers,
validly existing and in good standing under the laws of the State of Delaware
and with its principal place of business in the State of Delaware;


 


(d)                                 the Delaware
Trustee has full corporate power, authority and legal right to execute, deliver
and perform its obligations under this Trust Agreement and has taken all


 


39





















 


necessary action to
authorize the execution, delivery and performance by it of this Trust
Agreement;


 


(e)                                  this Trust
Agreement has been duly authorized, executed and delivered by the Property
Trustee and the Delaware Trustee and constitutes the legal, valid and binding
agreement of each of the Property Trustee and the Delaware Trustee enforceable
against each of them in accordance with its terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors’ rights generally
and to general principles of equity and the discretion of the court (regardless
of whether considered in a proceeding in equity or at law);


 


(f)                                    the execution,
delivery and performance of this Trust Agreement have been duly authorized by
all necessary corporate or other action on the part of the Property Trustee and
the Delaware Trustee and do not require any approval of stockholders of the
Property Trustee and the Delaware Trustee and such execution, delivery and
performance will not (i) violate the Charter or By-laws of the Property
Trustee or the Delaware Trustee or (ii) violate any applicable law,
governmental rule or regulation of the United States or the State of
Delaware, as the case may be, governing the banking and trust powers of the
Property Trustee or the Delaware Trustee or any order, judgment or decree
applicable to the Property Trustee or the Delaware Trustee;


 


(g)                                 neither the
authorization, execution or delivery by the Property Trustee or the Delaware
Trustee of this Trust Agreement nor the consummation of any of the transactions
by the Property Trustee or the Delaware Trustee contemplated herein requires
the consent or approval of, the giving of notice to, the registration with or
the taking of any other action with respect to any governmental authority or
agency under any existing law of the United States or the State of Delaware
governing the banking and trust powers of the Property Trustee or the Delaware
Trustee, as the case may be; and


 


(h)                                 to the best of
each of the Property Trustee’s and the Delaware Trustee’s knowledge, there are
no proceedings pending or threatened against or affecting the Property Trustee
or the Delaware Trustee in any court or before any governmental authority,
agency or arbitration board or tribunal that, individually or in the aggregate,
would materially and adversely affect the Trust or would question the right,
power and authority of the Property Trustee or the Delaware Trustee, as the
case may be, to enter into or perform its obligations as one of the Trustees
under this Trust Agreement.


 


SECTION 7.2.                       Representations
and Warranties of Depositor.


 


The
Depositor hereby represents and warrants for the benefit of the Holders that:


 


(a)                                  the Depositor
is a corporation duly organized, validly existing and in good standing under
the laws of its state of incorporation;


 


(b)                                 the Depositor
has full corporate power, authority and legal right to execute, deliver and
perform its obligations under this Trust Agreement and has taken all necessary
action to authorize the execution, delivery and performance by it of this Trust
Agreement;


 


(c)                                  this Trust
Agreement has been duly authorized, executed and delivered by the Depositor and
constitutes the legal, valid and binding agreement of the Depositor enforceable


 


40





















 


against the Depositor in
accordance with its terms, subject to applicable bankruptcy, insolvency and
similar laws affecting creditors’ rights generally and to general principles of
equity;


 


(d)                                 the Securities
Certificates issued at the Closing Date on behalf of the Trust have been duly
authorized and will have been duly and validly executed, issued and delivered
by the applicable Trustees pursuant to the terms and provisions of, and in
accordance with the requirements of, this Trust Agreement and the Holders will
be, as of such date, entitled to the benefits of this Trust Agreement;


 


(e)                                  the execution,
delivery and performance of this Trust Agreement have been duly authorized by
all necessary corporate or other action on the part of the Depositor and do not
require any approval of stockholders of the Depositor and such execution,
delivery and performance will not (i) violate the articles or certificate
of incorporation or by-laws (or other organizational documents) of the
Depositor or (ii) violate any applicable law, governmental rule or
regulation governing the Depositor or any material portion of its property or
any order, judgment or decree applicable to the Depositor or any material
portion of its property;


 


(f)                                    neither the
authorization, execution or delivery by the Depositor of this Trust Agreement
nor the consummation of any of the transactions by the Depositor contemplated
herein requires the consent or approval of, the giving of notice to, the
registration with or the taking of any other action with respect to any
governmental authority or agency under any existing law governing the Depositor
or any material portion of its property; and


 


(g)                                 there are no
proceedings pending or, to the best of the Depositor’s knowledge, threatened
against or affecting the Depositor or any material portion of its property in
any court or before any governmental authority, agency or arbitration board or
tribunal that, individually or in the aggregate, would materially and adversely
affect the Trust or would question the right, power and authority of the
Depositor, as the case may be, to enter into or perform its obligations under
this Trust Agreement.


 


ARTICLE VIII.


 


THE TRUSTEES


 


SECTION 8.1.                       Number of
Trustees.


 


The
number of Trustees shall be five (5), provided, that the Property Trustee and
the Delaware Trustee may be the same Person, in which case the number of
Trustees shall be four (4).  The number
of Trustees may be increased or decreased by Act of the Holder of the Common
Securities subject to Sections 8.2, 8.3, and 8.4.  The death, resignation, retirement, removal,
bankruptcy, incompetence or incapacity to perform the duties of a Trustee shall
not operate to annul, dissolve or terminate the Trust.


 


SECTION 8.2.                       Property
Trustee Required.


 


There
shall at all times be a Property Trustee hereunder with respect to the Trust
Securities. The Property Trustee shall be a corporation organized and doing
business under the laws of the United States or of any state thereof, authorized
to exercise corporate trust powers,


 


41





















 


having a combined capital and surplus of at least fifty million dollars
($50,000,000), subject to supervision or examination by federal or state
authority and having an office within the United States.  If any such Person publishes reports of
condition at least annually pursuant to law or to the requirements of its
supervising or examining authority, then for the purposes of this Section 8.2,
the combined capital and surplus of such Person 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 the Property Trustee shall cease to be
eligible in accordance with the provisions of this Section 8.2, it
shall resign immediately in the manner and with the effect hereinafter
specified in this Article VIII.


 


SECTION 8.3.                       Delaware
Trustee Required.


 


(a)                                  If required by
the Delaware Statutory Trust Act, there shall at all times be a Delaware
Trustee with respect to the Trust Securities. The Delaware Trustee shall either
be (i) a natural person who is at least 21 years of age and a resident of
the State of Delaware or (ii) a legal entity that has its principal place
of business in the State of Delaware, otherwise meets the requirements of
applicable Delaware law and shall act through one or more persons authorized to
bind such entity.  If at any time the
Delaware Trustee shall cease to be eligible in accordance with the provisions
of this Section 8.3, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article VIII.


 


(b)                                 The Delaware
Trustee shall not be entitled to exercise any powers, nor shall the Delaware
Trustee have any of the duties and responsibilities, of the Property Trustee or
the Administrative Trustees set forth herein. The Delaware Trustee shall be one
of the trustees of the Trust for the sole and limited purpose of fulfilling the
requirements of Section 3807 of the Delaware Statutory Trust Act and for
taking such actions as are required to be taken by a Delaware trustee under the
Delaware Statutory Trust Act.  The duties
(including fiduciary duties), liabilities and obligations of the Delaware
Trustee shall be limited to (a) accepting legal process served on the
Trust in the State of Delaware and (b) the execution of any certificates
required to be filed with the Secretary of State of the State of Delaware that
the Delaware Trustee is required to execute under Section 3811 of the
Delaware Statutory Trust Act and there shall be no other duties (including
fiduciary duties) or obligations, express or implied, at law or in equity, of
the Delaware Trustee.


 


SECTION 8.4.                       Appointment of
Administrative Trustees.


 


(a)                                  There shall at
all times be one or more Administrative Trustees hereunder with respect to the
Trust Securities. Each Administrative Trustee shall be either a natural person
who is at least 21 years of age or a legal entity that shall act through one or
more persons authorized to bind that entity. 
Each of the individuals identified as an “Administrative Trustee” in the
preamble of this Trust Agreement hereby accepts his or her appointment as such.


 


(b)                                 Except where a
requirement for action by a specific number of Administrative Trustees is
expressly set forth in this Trust Agreement, any act required or permitted to
be taken by, and any power of the Administrative Trustees may be exercised by,
or with the consent of, any one such Administrative Trustee.  Whenever a vacancy in the number of
Administrative Trustees shall occur, until such vacancy is filled by the
appointment of an Administrative Trustee


 


42





















 


in accordance with Section 8.11,
the Administrative Trustees in office, regardless of their number (and
notwithstanding any other provision of this Trust Agreement), shall have all
the powers granted to the Administrative Trustees and shall discharge all the
duties imposed upon the Administrative Trustees by this Trust Agreement.


 


SECTION 8.5.                       Duties and
Responsibilities of the Trustees.


 


(a)                                  The rights,
immunities, duties and responsibilities of the Trustees shall be as provided by
this Trust Agreement and there shall be no other duties (including fiduciary
duties) or obligations, express or implied, at law or in equity, of the
Trustees; provided, however, that if an Event of Default known to the Property
Trustee has occurred and is continuing, the Property Trustee shall, prior to
the receipt of directions, if any, from the Holders of at least a Majority in
Liquidation Amount of the Preferred Securities, exercise such of the rights and
powers vested in it by this Trust Agreement, and use the same degree of care
and skill in its exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such person’s own affairs.  Notwithstanding the foregoing, no provision
of this Trust Agreement shall require any of the Trustees to expend or risk its
own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder, or in the exercise of any of its or their rights or
powers, if it or they shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it. Whether or not herein expressly so provided,
every provision of this Trust Agreement relating to the conduct or affecting
the liability of or affording protection to the Trustees shall be subject to
the provisions of this Section 8.5. To the extent that, at law or
in equity, a Trustee has duties and liabilities relating to the Trust or to the
Holders, such Trustee shall not be liable to the Trust or to any Holder for
such Trustee’s good faith reliance on the provisions of this Trust Agreement.
The provisions of this Trust Agreement, to the extent that they restrict the
duties and liabilities of the Trustees otherwise existing at law or in equity,
are agreed by the Depositor and the Holders to replace such other duties and
liabilities of the Trustees.


 


(b)                                 All payments
made by the Property Trustee or a Paying Agent in respect of the Trust
Securities shall be made only from the revenue and proceeds from the Trust
Property and only to the extent that there shall be sufficient revenue or
proceeds from the Trust Property to enable the Property Trustee or a Paying
Agent to make payments in accordance with the terms hereof. Each Holder, by its
acceptance of a Trust Security, agrees that it will look solely to the revenue
and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that the Trustees are not personally
liable to it for any amount distributable in respect of any Trust Security or
for any other liability in respect of any Trust Security. This Section 8.5(b) does
not limit the liability of the Trustees expressly set forth elsewhere in this
Trust Agreement.


 


(c)                                  No provisions
of this Trust Agreement shall be construed to relieve the Property Trustee from
liability with respect to matters that are within the authority of the Property
Trustee under this Trust Agreement for its own negligent action, negligent
failure to act or willful misconduct, except that:


 


43





















 


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


 


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


 


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


 


(iv)                              the Property
Trustee shall not be liable for any interest on any money received by it; and
money held by the Property Trustee need not be segregated from other funds held
by it except in relation to the Payment Account maintained by the Property
Trustee pursuant to Section 3.1 and except to the extent otherwise
required by law; and


 


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


 


SECTION 8.6.                       Notices of
Defaults and Extensions.


 


(a)                                  Within ninety
(90) days after the occurrence of a default actually known to the Property
Trustee, the Property Trustee shall transmit notice of such default to the
Holders, the Administrative Trustees and the Depositor, unless such default
shall have been cured or waived; provided, that, except in the case of a
default in the payment of the principal of or any premium or interest
(including any Additional Interest) on any Trust Security, the Property Trustee
shall be fully protected in withholding such notice if and so long as the board
of directors, the executive committee or a trust committee of directors and/or
Responsible Officers of the Property Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders of the Trust
Securities.  For the purpose of this Section 8.6,
the term “default” means any event that is, or after notice or lapse of time or
both would become, an Event of Default.


 


(b)                                 Within three (3) Business
Days after the receipt of written notice of the Depositor’s exercise of its right
to defer the payment of interest on the Notes pursuant to the Indenture, the
Property Trustee shall transmit, in the manner and to the extent provided in Section 10.8,
notice of such exercise to the Holders and the Administrative Trustees, unless
such exercise shall have been revoked.


 


(c)                                  The Property
Trustee shall not be deemed to have knowledge of any default or Event of
Default unless the Property Trustee shall have received written notice thereof
from the


 


44





















 


Depositor, any
Administrative Trustee or any Holder or unless a Responsible Officer of the
Property Trustee shall have obtained actual knowledge of such default or Event
of Default.


 


(d)                                 The Property
Trustee shall notify all Holders of the Preferred Securities of any notice of
default received with respect to the Notes.


 


SECTION 8.7.                       Certain Rights
of Property Trustee.


 


Subject
to the provisions of Section 8.5:


 


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


 


(b)                                 if (i) in
performing its duties under this Trust Agreement the Property Trustee is
required to decide between alternative courses of action, (ii) in
construing any of the provisions of this Trust Agreement the Property Trustee
finds a provision ambiguous or inconsistent with any other provisions contained
herein or (iii) the Property Trustee is unsure of the application of any
provision of this Trust Agreement, then, except as to any matter as to which
the Holders of the Preferred Securities are entitled to vote under the terms of
this Trust Agreement, the Property Trustee shall deliver a notice to the
Depositor requesting the Depositor’s written instruction as to the course of
action to be taken and the Property Trustee shall take such action, or refrain
from taking such action, as the Property Trustee shall be instructed in writing
to take, or to refrain from taking, by the Depositor; provided, that if the
Property Trustee does not receive such instructions of the Depositor within ten
(10) Business Days after it has delivered such notice or such reasonably
shorter period of time set forth in such notice, the Property Trustee may, but
shall be under no duty to, take such action, or refrain from taking such
action, as the Property Trustee shall deem advisable and in the best interests
of the Holders, in which event the Property Trustee shall have no liability
except for its own negligence, bad faith or willful misconduct;


 


(c)                                  any direction
or act of the Depositor contemplated by this Trust Agreement shall be
sufficiently evidenced by an Officers’ Certificate unless otherwise expressly
provided herein;


 


(d)                                 any direction
or act of an Administrative Trustee contemplated by this Trust Agreement shall
be sufficiently evidenced by a certificate executed by such Administrative
Trustee and setting forth such direction or act;


 


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


 


(f)                                    the Property
Trustee may consult with counsel (which counsel may be counsel to the Property
Trustee, the Depositor or any of its Affiliates, and may include any of its
employees) and the advice of such counsel shall be full and complete
authorization and


 


45





















 


protection in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon and in accordance with such advice; the Property Trustee shall have the
right at any time to seek instructions concerning the administration of this
Trust Agreement from any court of competent jurisdiction;


 


(g)                                 the Property
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Trust Agreement at the request or direction of any of the
Holders pursuant to this Trust Agreement, unless such Holders shall have
offered to the Property Trustee reasonable security or indemnity against the
costs, expenses (including reasonable attorneys’ fees and expenses) and
liabilities that might be incurred by it in compliance with such request or
direction, including reasonable advances as may be requested by the Property
Trustee;


 


(h)                                 the Property
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, approval, bond, debenture, note or
other evidence of indebtedness or other paper or document, unless requested in
writing to do so by one or more Holders, but the Property Trustee may make such
further inquiry or investigation into such facts or matters as it may see fit,
and, if the Property Trustee shall determine to make such inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Depositor, personally or by agent or attorney;


 


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


 


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


 


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


 


(l)                                     without
prejudice to any other rights available to the Property Trustee under applicable
law, when the Property Trustee incurs expenses or renders services in
connection with a Bankruptcy Event, such expenses (including legal fees and
expenses of its agents and counsel) and the compensation for such services are
intended to constitute expenses of administration under any bankruptcy law or
law relating to creditors rights generally; and


 


46










 













 


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


 


No
provision of this Trust Agreement shall be deemed to impose any duty or
obligation on any Trustee to perform any act or acts or exercise any right,
power, duty or obligation conferred or imposed on it, in any jurisdiction in
which it shall be illegal, or in which such Person shall be unqualified or incompetent
in accordance with applicable law, to perform any such act or acts, or to
exercise any such right, power, duty or obligation.


 


SECTION 8.8.                       Delegation of
Power.


 


Any
Trustee may, by power of attorney or otherwise delegate to any other Person
its, his or her power for the purpose of executing any documents contemplated
in Section 2.5.  The Trustees
shall have power to delegate from time to time to such of their number or to
the Depositor the doing of such things and the execution of such instruments either
in the name of the Trust or the names of the Trustees or otherwise as the
Trustees may deem expedient, to the extent such delegation is not prohibited by
applicable law or contrary to the provisions of this Trust Agreement.


 


SECTION 8.9.                       May Hold
Securities.


 


Any
Trustee or any other agent of any Trustee or the Trust, in its individual or
any other capacity, may become the owner or pledgee of Trust Securities and
except as provided in the definition of the term “Outstanding” in Article I,
may otherwise deal with the Trust with the same rights it would have if it were
not a Trustee or such other agent.


 


SECTION 8.10.                 Compensation; Reimbursement;
Indemnity.


 


The
Depositor agrees:


 


(a)                                  to pay to the
Trustees from time to time such reasonable compensation for all services
rendered by them hereunder as may be agreed by the Depositor and the Trustees
from time to time (which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust);


 


(b)                                 to reimburse
the Trustees upon request for all reasonable expenses, disbursements and
advances incurred or made by the Trustees in accordance with any provision of
this Trust Agreement (including the reasonable compensation and the expenses
and disbursements of their agents and counsel), except any such expense,
disbursement or advance as may be attributable to their gross negligence, bad
faith or willful misconduct; and


 


(c)                                  to the fullest
extent permitted by applicable law, to indemnify and hold harmless (i) each
Trustee (including in its individual capacity), (ii) any Affiliate of any
Trustee, (iii) any officer, director, shareholder, employee,
representative or agent of any Trustee or any Affiliate of any Trustee and (iv) any
employee or agent of the Trust (referred to herein as an “Indemnified


 


47





















 


Person”) from and against
any loss, damage, liability, tax (other than income, franchise or other taxes
imposed on amounts paid pursuant to Section 8.10(a) or (b) hereof),
penalty, expense or claim of any kind or nature whatsoever incurred without
negligence, bad faith or willful misconduct on its part, arising out of or in
connection with the acceptance or administration of the Trust hereunder,
including the advancement of funds to cover the reasonable costs and expenses
of defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder.


 


The
Trust shall have no payment, reimbursement or indemnity obligations to the
Trustees under this Section 8.10. 
The provisions of this Section 8.10 shall survive the
termination of this Trust Agreement and the earlier removal or resignation of
any Trustee.


 


No
Trustee may claim any Lien on any Trust Property whether before or after
termination of the Trust as a result of any amount due pursuant to this Section 8.10.


 


To
the fullest extent permitted by law, in no event shall the Property Trustee and
the Delaware Trustee be liable for any indirect, special, punitive or
consequential loss or damage of any kind whatsoever, including, but not limited
to, lost profits, even if the Trustee has been advised of the likelihood of
such loss or damage and regardless of the form of action.


 


In
no event shall the Property Trustee and the Delaware Trustee be liable for any
failure or delay in the performance of its obligations hereunder because of
circumstances beyond its control, including, but not limited to, acts of God,
flood, war (whether declared or undeclared), terrorism, fire, riot, embargo,
government action, including any laws, ordinances, regulations, governmental
action or the like which delay, restrict or prohibit the providing of the
services contemplated by this Trust Agreement.


 


SECTION 8.11.                 Resignation and Removal;
Appointment of Successor.


 


(a)                                  No resignation
or removal of any Trustee and no appointment of a successor Trustee pursuant to
this Article VIII shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 8.12.


 


(b)                                 A Trustee may
resign at any time by giving written notice thereof to the Depositor and, in
the case of the Property Trustee and the Delaware Trustee, to the Holders.


 


(c)                                  Unless an Event
of Default shall have occurred and be continuing, the Property Trustee or the
Delaware Trustee, or both of them, may be removed (with or without cause) at
any time by Act of the Holder of Common Securities.  If an Event of Default shall have occurred
and be continuing, the Property Trustee or the Delaware Trustee, or both of
them, may be removed (with or without cause) at such time by Act of the Holders
of at least a Majority in Liquidation Amount of the Preferred Securities,
delivered to the removed Trustee (in its individual capacity and on behalf of
the Trust).  An Administrative Trustee
may be removed (with or without cause) only by Act of the Holder of the Common
Securities at any time.


 


(d)                                 If any Trustee
shall resign, be removed or become incapable of acting as Trustee, or if a
vacancy shall occur in the office of any Trustee for any reason, at a time when
no Event of Default shall have occurred and be continuing, the Holder of the
Common Securities, by Act of


 


48





















 


the Holder of the Common
Securities, shall promptly appoint a successor Trustee or Trustees, and such
successor Trustee and the retiring Trustee shall comply with the applicable
requirements of Section 8.12. 
If the Property Trustee or the Delaware Trustee shall resign, be removed
or become incapable of continuing to act as the Property Trustee or the
Delaware Trustee, as the case may be, at a time when an Event of Default shall
have occurred and be continuing, the Holders of the Preferred Securities, by
Act of the Holders of a Majority in Liquidation Amount of the Preferred
Securities, shall promptly appoint a successor Property Trustee or Delaware
Trustee, and such successor Property Trustee or Delaware Trustee and the
retiring Property Trustee or Delaware Trustee shall comply with the applicable
requirements of Section 8.12. 
If an Administrative Trustee shall resign, be removed or become
incapable of acting as Administrative Trustee, at a time when an Event of
Default shall have occurred and be continuing, the Holder of the Common
Securities by Act of the Holder of Common Securities shall promptly appoint a
successor Administrative Trustee and such successor Administrative Trustee and
the retiring Administrative Trustee shall comply with the applicable
requirements of Section 8.12. 
If no successor Trustee shall have been so appointed by the Holder of
the Common Securities or Holders of the Preferred Securities, as the case may
be, and accepted appointment in the manner required by Section 8.12
within thirty (30) days after the giving of a notice of resignation by a
Trustee, the removal of a Trustee, or a Trustee becoming incapable of acting as
such Trustee, any Holder who has been a Holder of Preferred Securities for at
least six (6) months may, on behalf of himself and all others similarly
situated, and any resigning Trustee may, in each case, at the expense of the
Depositor, petition any court of competent jurisdiction for the appointment of
a successor Trustee.


 


(e)                                  The Depositor
shall give notice of each resignation and each removal of the Property Trustee
or the Delaware Trustee and each appointment of a successor Property Trustee or
Delaware Trustee to all Holders in the manner provided in Section 10.8.  Each notice shall include the name of the
successor Property Trustee or Delaware Trustee and the address of its Corporate
Trust Office if it is the Property Trustee.


 


(f)                                    Notwithstanding
the foregoing or any other provision of this Trust Agreement, in the event any
Administrative Trustee or a Delaware Trustee who is a natural person dies or
becomes, in the opinion of the Holder of Common Securities, incompetent or
incapacitated, the vacancy created by such death, incompetence or incapacity
may be filled by (i) the unanimous act of the remaining Administrative
Trustees if there are at least two of them or (ii) otherwise by the Holder
of the Common Securities (with the successor in each case being a Person who
satisfies the eligibility requirement for Administrative Trustees or Delaware
Trustee, as the case may be, set forth in Sections 8.3 and 8.4).


 


(g)                                 Upon the
appointment of a successor Delaware Trustee, such successor Delaware Trustee
shall file a Certificate of Amendment to the Certificate of Trust in accordance
with Section 3810 of the Delaware Statutory Trust Act.


 


SECTION 8.12.                 Acceptance of Appointment by
Successor.


 


(a)                                  In case of the
appointment hereunder of a successor Trustee, each successor Trustee shall
execute and deliver to the Depositor and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee


 


49





















 


shall become effective and
each such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee; but, on request of the Trust or any successor Trustee such retiring
Trustee shall, upon payment of its charges, duly assign, transfer and deliver
to such successor Trustee all Trust Property, all proceeds thereof and money
held by such retiring Trustee hereunder with respect to the Trust Securities
and the Trust.


 


(b)                                 Upon request of
any such successor Trustee, the Trust (or the retiring Trustee if requested by
the Depositor) shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such rights,
powers and trusts referred to in the preceding paragraph.


 


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


 


SECTION 8.13.                 Merger, Conversion,
Consolidation or Succession to Business.


 


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


 


SECTION 8.14.                 Not Responsible for Recitals
or Issuance of Securities.


 


The
recitals contained herein and in the Securities Certificates shall be taken as
the statements of the Trust and the Depositor, and the Trustees do not assume
any responsibility for their correctness. 
The Trustees make no representations as to the title to, or value or
condition of, the property of the Trust or any part thereof, nor as to the
validity or sufficiency of this Trust Agreement, the Notes or the Trust
Securities.  The Trustees shall not be
accountable for the use or application by the Depositor of the proceeds of the
Notes.


 


SECTION 8.15.                 Property Trustee May File
Proofs of Claim.


 


(a)                                  In case of any
Bankruptcy Event (or event that with the passage of time would become a
Bankruptcy Event) relative to the Trust or any other obligor upon the Trust
Securities or the property of the Trust or of such other obligor or their
creditors, the Property Trustee (irrespective of whether any Distributions on
the Trust Securities shall then be due and payable and irrespective of whether
the Property Trustee shall have made any demand on the Trust for the payment of
any past due Distributions) shall be entitled and empowered, to the fullest
extent permitted by law, by intervention in such proceeding or otherwise:


 


(i)                                     to file and
prove a claim for the whole amount of any Distributions owing and unpaid in
respect of the Trust Securities and to file such other papers or documents as
may be necessary or advisable in order to have the claims of the Property Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and


 


50





















 


advances of the Property Trustee, its agents
and counsel) and of the Holders allowed in such judicial proceeding; and


 


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


 


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


 


(b)                                 Nothing herein
contained shall be deemed to authorize the Property Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or compensation affecting the Trust
Securities or the rights of any Holder thereof or to authorize the Property
Trustee to vote in respect of the claim of any Holder in any such proceeding.


 


SECTION 8.16.                 Reports to and from the
Property Trustee.


 


(a)                                  The Depositor
and the Administrative Trustees shall deliver to the Property Trustee, not
later than forty five (45) days after the end of each of the first three fiscal
quarters of the Depositor and not later than ninety (90) days after the end of
each fiscal year of the Depositor ending after the date of this Trust
Agreement, an Officers’ Certificate (substantially in the form attached hereto
as Exhibit H) covering the preceding fiscal period, stating whether
or not to the knowledge of the signers thereof the Depositor, the
Administrative Trustees or the Trust are in default in the performance or
observance of any of the terms, provisions and conditions of this Trust
Agreement (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Depositor, the Administrative Trustees or the
Trust shall be in default, specifying all such defaults and the nature and
status thereof of which they have knowledge.


 


(b)                                 The Depositor
shall furnish to (i) the Property Trustee, (ii) the Purchaser, (iii) any
Owner of the Preferred Securities reasonably identified to the Depositor or the
Trust (which identification may be made either by such Owner or by the
Placement Agent or Purchaser) and (iv) any designee of (i), (ii) or (iii) above,
a duly completed and executed certificate in the form attached hereto as Exhibit G,
including the financial statements referenced in such Exhibit, which
certificate and financial statements shall be so furnished by the Depositor not
later than forty five (45) days after the end of each of the first three fiscal
quarters of each fiscal year of the Depositor and not later than ninety (90)
days after the end of each fiscal year of the Depositor.


 


(c)                                  The Property
Trustee shall receive all reports, certificates and information, which it is
entitled to obtain under each of the Operative Documents, and deliver to (i) the
Purchaser, (ii) the Placement Agent and (iii) a designee of (i) or
(ii) above, as identified in writing to the Property Trustee, copies of
all such reports, certificates or information promptly upon receipt thereof.


 


51





















 


ARTICLE IX.



TERMINATION, LIQUIDATION AND MERGER


 


SECTION 9.1.                       Dissolution
Upon Expiration Date.


 


Unless
earlier dissolved, the Trust shall automatically dissolve on September 30,
2040 (the “Expiration Date”), and the Trust Property shall be liquidated in
accordance with Section 9.4.


 


SECTION 9.2.                       Early
Termination.


 


The
first to occur of any of the following events is an “Early Termination Event”,
upon the occurrence of which the Trust shall be dissolved:


 


(a)                                  the occurrence
of a Bankruptcy Event in respect of, or the dissolution or liquidation of, the
Depositor, in its capacity as the Holder of the Common Securities, unless the
Depositor shall have transferred the Common Securities as provided by Section 5.11,
in which case this provision shall refer instead to any such successor Holder
of the Common Securities;


 


(b)                                 the written
direction to the Property Trustee from the Holder of the Common Securities at
any time to dissolve the Trust and, after satisfaction of any liabilities of
the Trust as required by applicable law, to distribute the Notes to Holders in
exchange for the Preferred Securities (which direction is optional and wholly
within the discretion of the Holder of the Common Securities), provided, that
the Holder of the Common Securities shall have received the prior approval of
the Federal Reserve if then required;


 


(c)                                  the redemption
of all of the Preferred Securities in connection with the payment at maturity
or redemption of all the Notes; and


 


(d)                                 the entry of an
order for dissolution of the Trust by a court of competent jurisdiction.


 


SECTION 9.3.                       Termination.


 


The
respective obligations and responsibilities of the Trustees and the Trust shall
terminate upon the latest to occur of the following: (a) the distribution
by the Property Trustee to Holders of all amounts required to be distributed
hereunder upon the liquidation of the Trust pursuant to Section 9.4,
or upon the redemption of all of the Trust Securities pursuant to Section 4.2;
(b) the satisfaction of any expenses owed by the Trust; and (c) the
discharge of all administrative duties of the Administrative Trustees,
including the performance of any tax reporting obligations with respect to the
Trust or the Holders.


 


SECTION 9.4.                       Liquidation.


 


(a)                                  If an Early
Termination Event specified in Section 9.2(a), (b) or (d) occurs
or upon the Expiration Date, the Trust shall be liquidated by the Property
Trustee as expeditiously as the Property Trustee shall determine to be possible
by distributing, after satisfaction of


 


52





















 


liabilities to creditors of
the Trust as provided by applicable law, to each Holder a Like Amount of Notes,
subject to Section 9.4(d). Notice of liquidation shall be given by
the Property Trustee not less than thirty (30) nor more than sixty (60) days
prior to the Liquidation Date to each Holder of Trust Securities at such Holder’s
address appearing in the Securities Register. All such notices of liquidation
shall:


 


(i)                                     state the
Liquidation Date;


 


(ii)                                  state that from
and after the Liquidation Date, the Trust Securities will no longer be deemed
to be Outstanding and (subject to Section 9.4(d)) any Securities
Certificates not surrendered for exchange will be deemed to represent a Like
Amount of Notes; and


 


(iii)                               provide such
information with respect to the mechanics by which Holders may exchange
Securities Certificates for Notes, or if Section 9.4(d) applies,
receive a Liquidation Distribution, as the Property Trustee shall deem
appropriate.


 


(b)                                 Except where Section 9.2(c) or
9.4(d) applies, in order to effect the liquidation of the Trust and
distribution of the Notes to Holders, the Property Trustee, either itself
acting as exchange agent or through the appointment of a separate exchange
agent, shall establish a record date for such distribution (which shall not be
more than forty-five (45) days prior to the Liquidation Date nor prior to the
date on which notice of such liquidation is given to the Holders) and establish
such procedures as it shall deem appropriate to effect the distribution of
Notes in exchange for the Outstanding Securities Certificates.


 


(c)                                  Except where Section 9.2(c) or
9.4(d) applies, after the Liquidation Date, (i) the Trust
Securities will no longer be deemed to be Outstanding, (ii) certificates
representing a Like Amount of Notes will be issued to Holders of Securities
Certificates, upon surrender of such Certificates to the exchange agent for
exchange, (iii) the Depositor shall use its best efforts to have the Notes
listed on the New York Stock Exchange or on such other exchange, interdealer
quotation system or self-regulatory organization on which the Preferred
Securities are then listed, if any, (iv) Securities Certificates not so
surrendered for exchange will be deemed to represent a Like Amount of Notes
bearing accrued and unpaid interest in an amount equal to the accumulated and
unpaid Distributions on such Securities Certificates until such certificates
are so surrendered (and until such certificates are so surrendered, no payments
of interest or principal will be made to Holders of Securities Certificates
with respect to such Notes) and (v) all rights of Holders holding Trust
Securities will cease, except the right of such Holders to receive Notes upon
surrender of Securities Certificates.


 


(d)                                 Notwithstanding
the other provisions of this Section 9.4, if distribution of the
Notes in the manner provided herein is determined by the Property Trustee not
to be permitted or practical, the Trust Property shall be liquidated, and the
Trust shall be wound up by the Property Trustee in such manner as the Property
Trustee determines.  In such event,
Holders will be entitled to receive out of the assets of the Trust available
for distribution to Holders, after satisfaction of liabilities to creditors of
the Trust as provided by applicable law, an amount equal to the Liquidation
Amount per Trust Security plus accumulated and unpaid Distributions thereon to
the date of payment (such amount being the “Liquidation Distribution”). If,
upon any such


 


53





















 


winding up the Liquidation
Distribution can be paid only in part because the Trust has insufficient assets
available to pay in full the aggregate Liquidation Distribution, then, subject
to the next succeeding sentence, the amounts payable by the Trust on the Trust
Securities shall be paid on a pro rata basis (based upon Liquidation Amounts).
The Holder of the Common Securities will be entitled to receive Liquidation
Distributions upon any such winding up pro rata (based upon Liquidation
Amounts) with Holders of all Trust Securities, except that, if an Event of
Default has occurred and is continuing, the Preferred Securities shall have a
priority over the Common Securities as provided in Section 4.3.


 


SECTION 9.5.                       Mergers,
Consolidations, Amalgamations or Replacements of Trust.


 


The
Trust may not merge with or into, consolidate, amalgamate, or be replaced by,
or convey, transfer or lease its properties and assets substantially as an
entirety to, any Person except pursuant to this Article IX. At the
request of the Holders of the Common Securities, without the consent of the
Holders of the Preferred Securities, the Trust may merge with or into,
consolidate, amalgamate, or be replaced by or convey, transfer or lease its
properties and assets substantially as an entirety to a trust organized as such
under the laws of any State; provided, that:


 


(a)                                  such successor
entity either (i) expressly assumes all of the obligations of the Trust
under this Trust Agreement with respect to the Preferred Securities or (ii) substitutes
for the Preferred Securities other securities having substantially the same
terms as the Preferred Securities (such other Securities, the “Successor
Securities”) so long as the Successor Securities have the same priority as the
Preferred Securities with respect to distributions and payments upon
liquidation, redemption and otherwise;


 


(b)                                 a trustee of
such successor entity possessing substantially the same powers and duties as
the Property Trustee is appointed to hold the Notes;


 


(c)                                  if the
Preferred Securities or the Notes are rated, such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not cause the
Preferred Securities or the Notes (including any Successor Securities) to be
downgraded by any nationally recognized statistical rating organization that
then assigns a rating to the Preferred Securities or the Notes;


 


(d)                                 the Preferred
Securities are listed, or any Successor Securities will be listed upon notice
of issuance, on any national securities exchange or interdealer quotation system
on which the Preferred Securities are then listed, if any;


 


(e)                                  such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does
not adversely affect the rights, preferences and privileges of the Holders of
the Preferred Securities (including any Successor Securities) in any material
respect;


 


(f)                                    such successor
entity has a purpose substantially identical to that of the Trust;


 


(g)                                 prior to such
merger, consolidation, amalgamation, replacement, conveyance, transfer or
lease, the Depositor has received an Opinion of Counsel to the effect that (i) such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease
does not adversely affect the rights, preferences and privileges of the Holders
of the Preferred Securities


 


54





















 


(including any Successor
Securities) in any material respect; (ii) following such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease,
neither the Trust nor such successor entity will be required to register as an “investment
company” under the Investment Company Act and (iii) following such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, the
Trust (or the successor entity) will continue to be classified as a grantor
trust for U.S. federal income tax purposes; and


 


(h)                                 the Depositor
or its permitted transferee owns all of the common securities of such successor
entity and guarantees the obligations of such successor entity under the
Successor Securities at least to the extent provided by the Guarantee
Agreement.


 


Notwithstanding
the foregoing, the Trust shall not, except with the consent of Holders of all
of the Preferred Securities, consolidate, amalgamate, merge with or into, or be
replaced by or convey, transfer or lease its properties and assets
substantially as an entirety to any other Person or permit any other entity to
consolidate, amalgamate, merge with or into, or replace, the Trust if such
consolidation, amalgamation, merger, replacement, conveyance, transfer or lease
would cause the Trust or the successor entity to be taxable as a corporation or
classified as other than a grantor trust for United States federal income tax
purposes or cause the Notes to be treated as other than indebtedness of the
Depositor for United States federal income tax purposes.


 


ARTICLE X.


 


INFORMATION TO PURCHASER


 


SECTION 10.1.                 Depositor Obligations to
Purchaser.


 


Notwithstanding
any other provision herein, the Depositor shall furnish to (a) the
Purchaser, (b) any Owner of the Preferred Securities reasonably identified
to the Depositor or the Trust (which identification may be made either by such
Owner or by the Placement Agent or Purchaser) and (c) any designee of (a) or
(b) above, copies of all correspondence, notices, forms, filings, reports
and other documents required to be provided by the Depositor, whether acting
through an Administrative Trustee or otherwise, to the Property Trustee or
Delaware Trustee under this Trust Agreement.


 


SECTION 10.2.                 Property Trustee’s
Obligations to Purchaser.


 


Notwithstanding
any other provision herein, the Property Trustee shall furnish to (a) the
Purchaser, (b) the Placement Agent and (c) a designee of (a) or (b) above
as identified in writing to the Property Trustee, copies of all (i) correspondence,
notices, forms, filings, reports and other documents received by the Property
Trustee or Delaware Trustee from the Depositor, whether acting through an
Administrative Trustee or otherwise, under this Trust Agreement, and (ii) all
correspondence, notices, forms, filings, reports and other documents required
to be provided to the Depositor or a Holder by the Property Trustee or Delaware
Trustee under this Trust Agreement.


 


55





















 


ARTICLE XI.



MISCELLANEOUS PROVISIONS


 


SECTION 11.1.                 Limitation of Rights of
Holders.


 


Except
as set forth in Section 9.2, the death, bankruptcy, termination,
dissolution or incapacity of any Person having an interest, beneficial or
otherwise, in Trust Securities shall not operate to terminate this Trust
Agreement, nor annul, dissolve or terminate the Trust nor entitle the legal
representatives or heirs of such Person or any Holder for such Person, to claim
an accounting, take any action or bring any proceeding in any court for a
partition or winding up of the arrangements contemplated hereby, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of
them.


 


SECTION 11.2.                 Agreed Tax Treatment of
Trust and Trust Securities.


 


The
parties hereto and, by its acceptance or acquisition of a Trust Security or a
beneficial interest therein, the Holder of, and any Person that acquires a
beneficial interest in, such Trust Security intend and agree to treat the Trust
as a grantor trust for United States federal, state and local tax purposes, and
to treat the Trust Securities (including all payments and proceeds with respect
to such Trust Securities) as undivided beneficial ownership interests in the
Trust Property (and payments and proceeds therefrom, respectively) for United
States federal, state and local tax purposes and to treat the Notes as
indebtedness of the Depositor for United States federal, state and local tax
purposes.  The provisions of this Trust
Agreement shall be interpreted to further this intention and agreement of the
parties.


 


SECTION 11.3.                 Amendment.


 


(a)                                  This Trust
Agreement may be amended from time to time by the Property Trustee, the
Administrative Trustees and the Holder of all the Common Securities, without
the consent of any Holder of the Preferred Securities, (i) to cure any
ambiguity, correct or supplement any provision herein that may be defective or
inconsistent with any other provision herein, or to make or amend any other
provisions with respect to matters or questions arising under this Trust
Agreement, which shall not be inconsistent with the other provisions of this
Trust Agreement, (ii) to modify, eliminate or add to any provisions of
this Trust Agreement to such extent as shall be necessary to ensure that the
Trust will neither be taxable as a corporation nor be classified as other than
a grantor trust for United States federal income tax purposes at all times that
any Trust Securities are Outstanding or to ensure that the Notes are treated as
indebtedness of the Depositor for United States federal income tax purposes, or
to ensure that the Trust will not be required to register as an “investment
company” under the Investment Company Act or (iii) to add to the
covenants, restrictions or obligations of the Depositor; provided, that in the
case of clauses (i), (ii) or (iii), such action shall not adversely affect
in any material respect the interests of any Holder.


 


(b)                                 Except as
provided in Section 11.3(c), any provision of this Trust Agreement
may be amended by the Property Trustee, the Administrative Trustees and the
Holder of all of the Common Securities and with (i) the consent of Holders
of at least a Majority in Liquidation


 


56





















 


Amount of the Preferred
Securities and (ii) receipt by the Trustees of an Opinion of Counsel to
the effect that such amendment or the exercise of any power granted to the
Trustees in accordance with such amendment will not cause the Trust to be
taxable as a corporation or classified as other than a grantor trust for United
States federal income tax purposes or affect the treatment of the Notes as
indebtedness of the Depositor for United States federal income tax purposes or
affect the Trust’s exemption from status (or from any requirement to register)
as an “investment company” under the Investment Company Act.


 


(c)                                  Notwithstanding
any other provision of this Trust Agreement, without the consent of each
Holder, this Trust Agreement may not be amended to (i) change the accrual
rate, amount, currency or timing of any Distribution on or the redemption price
of the Trust Securities or otherwise adversely affect the amount of any
Distribution or other payment required to be made in respect of the Trust
Securities as of a specified date, (ii) restrict or impair the right of a
Holder to institute suit for the enforcement of any such payment on or after
such date, (iii) reduce the percentage of aggregate Liquidation Amount of
Outstanding Preferred Securities, the consent of whose Holders is required for
any such amendment, or the consent of whose Holders is required for any waiver
of compliance with any provision of this Trust Agreement or of defaults
hereunder and their consequences provided for in this Trust Agreement; (iv) impair
or adversely affect the rights and interests of the Holders in the Trust
Property, or permit the creation of any Lien on any portion of the Trust
Property; or (v) modify the definition of “Outstanding,” this Section 11.3(c),
Sections 4.1, 4.2, 4.3, 6.10(e) or Article IX.


 


(d)                                 Notwithstanding
any other provision of this Trust Agreement, no Trustee shall enter into or
consent to any amendment to this Trust Agreement that would cause the Trust to
be taxable as a corporation or to be classified as other than a grantor trust for
United States federal income tax purposes or that would cause the Notes to fail
or cease to be treated as indebtedness of the Depositor for United States
federal income tax purposes or that would cause the Trust to fail or cease to
qualify for the exemption from status (or from any requirement to register) as
an “investment company” under the Investment Company Act.


 


(e)                                  If any
amendment to this Trust Agreement is made, the Administrative Trustees or the
Property Trustee shall promptly provide to the Depositor and the Note Trustee a
copy of such amendment.


 


(f)                                    No Trustee
shall be required to enter into any amendment to this Trust Agreement that
affects its own rights, duties or immunities under this Trust Agreement.  The Trustees shall be entitled to receive an
Opinion of Counsel and an Officers’ Certificate stating that any amendment to
this Trust Agreement is in compliance with this Trust Agreement and all
conditions precedent herein provided for relating to such action have been met.


 


(g)                                 No amendment or
modification to this Trust Agreement that adversely affects in any material
respect the rights, duties, liabilities, indemnities or immunities of the
Delaware Trustee hereunder shall be permitted without the prior written consent
of the Delaware Trustee.


 


57





















 


SECTION 11.4.                 Separability.


 


If
any provision in this Trust Agreement or in the Securities Certificates shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby, and there shall be deemed substituted for the provision at issue a
valid, legal and enforceable provision as similar as possible to the provision
at issue.


 


SECTION 11.5.                 Governing Law.


 


THIS
TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE HOLDERS, THE
TRUST, THE DEPOSITOR AND THE TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT AND
THE TRUST SECURITIES SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS
CONFLICTS OF LAWS PROVISIONS.


 


SECTION 11.6.                 Successors.


 


This
Trust Agreement shall be binding upon and shall inure to the benefit of any
successor to the Depositor, the Trust and any Trustee, including any successor
by operation of law. Except in connection with a transaction involving the
Depositor that is permitted under Article VIII of the Indenture and
pursuant to which the assignee agrees in writing to perform the Depositor’s
obligations hereunder, the Depositor shall not assign its obligations
hereunder.


 


SECTION 11.7.                 Headings.


 


The
Article and Section headings are for convenience only and shall not
affect the construction of this Trust Agreement.


 


SECTION 11.8.                 Reports, Notices and
Demands.


 


(a)                                  Any report,
notice, demand or other communication that by any provision of this Trust
Agreement is required or permitted to be given or served to or upon any Holder
or the Depositor may be given or served in writing delivered in person, or by
reputable, overnight courier, by telecopy or by deposit thereof, first-class
postage prepaid, in the United States mail, addressed, (a) in the case of
a Holder of Preferred Securities, to such Holder as such Holder’s name and
address may appear on the Securities Register; and (b) in the case of the
Holder of all the Common Securities or the Depositor, to Republic Bancorp, Inc.,
601 West Market Street, Louisville, Kentucky 40202, Attention: Chief Financial
Officer, or to such other address as may be specified in a written notice by
the Holder of all the Common Securities or the Depositor, as the case may be,
to the Property Trustee. Such report, notice, demand or other communication to
or upon a Holder or the Depositor shall be deemed to have been given when
received in person, within one (1) Business Day following delivery by
overnight courier, when telecopied with receipt confirmed, or within three (3) Business
Days following delivery by mail, except that if a notice or other document is
refused delivery or cannot be delivered because of a changed address of which
no notice was given, such notice or other document shall be deemed to have been
delivered on the date of such refusal or inability to deliver.


 


58





















 


(b)                                 Any notice,
demand or other communication that by any provision of this Trust Agreement is
required or permitted to be given or served to or upon the Property Trustee,
the Delaware Trustee, the Administrative Trustees or the Trust shall be given
in writing by deposit thereof, first-class postage prepaid, in the U.S. mail,
personal delivery or facsimile transmission, addressed to such Person as
follows: (a) with respect to the Property Trustee and the Delaware
Trustee, to Wilmington Trust Company, Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890-0001, Attention: Corporate Capital Markets,
facsimile no. (302) 636-4140; (b) with respect to the Administrative
Trustees, to them at the address above for notices to the Depositor, marked “Attention:
Administrative Trustees of Republic Bancorp Capital Trust,” and (c) with
respect to the Trust, to its principal executive office specified in Section 2.2,
with a copy to the Property Trustee. Such notice, demand or other communication
to or upon the Trust, the Property Trustee or the Administrative Trustees shall
be deemed to have been sufficiently given or made only upon actual receipt of
the writing by the Trust, the Property Trustee or the Administrative Trustees.


 


SECTION 11.9.                 Agreement Not to Petition.


 


Each
of the Trustees and the Depositor agree for the benefit of the Holders that,
until at least one year and one day after the Trust has been terminated in
accordance with Article IX, they shall not file, or join in the
filing of, a petition against the Trust under any Bankruptcy Law or otherwise
join in the commencement of any proceeding against the Trust under any
Bankruptcy Law. If the Depositor takes action in violation of this Section 11.9,
the Property Trustee agrees, for the benefit of Holders, that at the expense of
the Depositor, it shall file an answer with the applicable bankruptcy court or
otherwise properly contest the filing of such petition by the Depositor against
the Trust or the commencement of such action and raise the defense that the Depositor
has agreed in writing not to take such action and should be estopped and
precluded therefrom and such other defenses, if any, as counsel for the
Property Trustee or the Trust may assert.


 


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


 


[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


 


59





















 


IN
WITNESS WHEREOF, the parties hereto have executed this Amended and Restated
Trust Agreement as of the day and year first above written.


 


	
   

  	
  REPUBLIC BANCORP, INC.,

  
	
   

  	
  as Depositor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin Sipes

  	
   

  
	
   

  	
   

  	
  Kevin Sipes

  
	
   

  	
   

  	
  Executive Vice President and Chief

  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Wilmington Trust Company, as Property Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W.T. Morris, II

  	
   

  
	
   

  	
   

  	
  Name: W. Thomas Morris, II

  
	
   

  	
   

  	
  Title:  Senior Financial Services Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Wilmington Trust Company, as Delaware Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W.T. Morris, II

  	
   

  
	
   

  	
   

  	
  Name: W. Thomas Morris, II

  
	
   

  	
   

  	
  Title:  Senior Financial Services Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Steven E. Trager

  	
   

  
	
   

  	
  Steven E. Trager

  
	
   

  	
  Administrative Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Bill Petter

  	
   

  
	
   

  	
  Bill Petter

  
	
   

  	
  Administrative Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Kevin Sipes

  	
   

  
	
   

  	
  Kevin Sipes

  
	
   

  	
  Administrative Trustee

  
					



 





















 


Exhibit A


 


CERTIFICATE OF TRUST


 


OF


 


REPUBLIC BANCORP CAPITAL TRUST


 


This
Certificate of Trust of Republic Bancorp Capital Trust (the “Trust”) is being
duly executed and filed on behalf of the Trust by the undersigned, as trustees,
to form a statutory trust under the Delaware Statutory Trust Act (12 Del.
C. §3801 et  seq.) (the “Act”).


 


1.                                       Name.  The name of the statutory trust formed by
this Certificate of Trust is:  Republic
Bancorp Capital Trust.


 


2.                                       Delaware Trustee.  The name and business address of the trustee
of the Trust with its principal place of business in the State of Delaware are Wilmington
Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890-0001, Attention: Corporate Capital Markets.


 


3.                                       Effective Date.  This Certificate of Trust shall be effective
upon its filing with the Secretary of State of the State of Delaware.


 


IN
WITNESS WHEREOF, the undersigned have duly executed this Certificate of Trust
in accordance with Section 3811(a)(1) of the Act.


 


	
   

  	
  Wilmington Trust Company, not in its individual

  capacity, but solely as Property Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Wilmington Trust Company, not in its individual

  capacity, but solely as Delaware Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-1





















 


Exhibit B


 


FORM OF COMMON SECURITIES CERTIFICATE


 


THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS OR ANY OTHER
APPLICABLE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION.  THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT
IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST AGREEMENT


 


	
  Certificate Number

  	
   

  	
                    
  Common Securities

  
	
   

  	
   

  	
   

  
	
  C-

  	
   

  	
   

  



 


 


Certificate Evidencing Common Securities


 


of


 


Republic Bancorp Capital Trust


 


Common Securities


 


(liquidation amount $1,000 per Common Security)


 


Republic
Bancorp Capital Trust, a statutory trust created under the laws of the State of
Delaware (the “Trust”), hereby certifies that                                        (the “Holder”) is the registered owner of                       common
securities of the Trust representing undivided common beneficial interests in
the assets of the Trust and designated the Republic Bancorp Capital Trust
Common Securities (liquidation amount $1,000 per Common Security) (the “Common
Securities”). Except in accordance with Section 5.11 of the Trust
Agreement (as defined below), the Common Securities are not transferable and,
to the fullest extent permitted by law, any attempted transfer hereof other
than in accordance therewith shall be void. The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Common Securities are set forth in, and this certificate and the Common
Securities represented hereby are issued and shall in all respects be subject
to the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust, dated as of August 16, 2005, as the same may be amended from time
to time (the “Trust Agreement”), among Republic Bancorp, Inc., as
Depositor, Wilmington Trust Company, as Property Trustee, Wilmington Trust
Company, as Delaware Trustee, the Administrative Trustees named therein and the
Holders, from time to time, of Trust Securities. The Trust will furnish a copy
of the Trust Agreement to the Holder without charge upon written request to the
Trust at its principal place of business or registered office.


 


Upon
receipt of this certificate, the Holder is bound by the Trust Agreement and is
entitled to the benefits thereunder.


 


B-1





















 


This
Common Securities Certificate shall be governed by and construed in accordance
with the laws of the State of Delaware.


 


Terms
used but not defined herein have the meanings set forth in the Trust Agreement.


 


IN WITNESS
WHEREOF, one of the Administrative Trustees of the Trust
has executed on behalf of the Trust this certificate this            
day of                             .


 


	
   

  	
  REPUBLIC BANCORP CAPITAL TRUST

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Administrative Trustee

  	
   

  



 


B-2





















 


Exhibit C


 


FORM OF PREFERRED SECURITIES CERTIFICATE


 


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


 


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


 


THE
PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED IN
A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND SUCH PREFERRED SECURITIES OR ANY INTEREST
THEREIN MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER OF ANY PREFERRED SECURITIES IS
HEREBY NOTIFIED THAT THE SELLER OF THE PREFERRED SECURITIES MAY BE RELYING
ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A UNDER THE SECURITIES ACT.


 


THE
HOLDER OF THE PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES FOR
THE BENEFIT OF THE TRUST AND THE DEPOSITOR THAT (A) SUCH PREFERRED
SECURITIES MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED ONLY (I) TO THE
TRUST, (II) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF
RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE


 


C-1





















 


SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN “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, (IV)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (V)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, IN EACH
CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND, IN THE CASE OF (III) OR
(V), SUBJECT TO THE RIGHT OF THE TRUST AND THE DEPOSITOR TO REQUIRE AN OPINION
OF COUNSEL AND OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (B) THE
HOLDER WILL NOTIFY ANY PURCHASER OF ANY PREFERRED SECURITIES FROM IT OF THE
RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.


 


THE
PREFERRED SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS
HAVING AN AGGREGATE LIQUIDATION AMOUNT OF NOT LESS THAN $100,000.  TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
ATTEMPTED TRANSFER OF PREFERRED SECURITIES OR ANY INTEREST THEREIN IN A BLOCK
HAVING AN AGGREGATE LIQUIDATION AMOUNT OF LESS THAN $100,000 AND MULTIPLES OF
$1,000 IN EXCESS THEREOF SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT
WHATSOEVER.  TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE
HOLDER OF SUCH PREFERRED SECURITIES FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED
TO, THE RECEIPT OF LIQUIDATION AMOUNT OF OR DISTRIBUTIONS ON SUCH PREFERRED SECURITIES
OR ANY INTEREST THEREIN, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE
NO INTEREST WHATSOEVER IN SUCH PREFERRED SECURITIES.


 


THE
HOLDER OF THIS SECURITY, OR ANY INTEREST THEREIN,  BY ITS ACCEPTANCE HEREOF OR THEREOF ALSO
AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN,
INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I
OF THE EMPLOYEE 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 THIS PREFERRED SECURITY OR ANY
INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE 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, OR ANY INTEREST THEREIN, ARE NOT
PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH
RESPECT TO SUCH PURCHASE AND HOLDING. ANY PURCHASER OR HOLDER OF THE PREFERRED
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 OR


 


C-2





















 


OTHER PLAN TO WHICH TITLE I OF ERISA OR SECTION 4975 OF THE CODE
IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH EMPLOYEE
BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE “PLAN ASSETS” OF
ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH
PURCHASE OR HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH FULL EXEMPTIVE RELIEF IS
NOT AVAILABLE UNDER AN APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.


 


THIS
OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY
AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE
CORPORATION (THE “FDIC”).


 


C-3





















 


 


	
  Certificate Number

  	
   

  	
               
  Preferred Securities

  
	
   

  	
   

  	
  Aggregate
  Liquidation Amount

  



 


 


CUSIP NO.


 










 


Certificate Evidencing Preferred Securities


 


of


 


Republic Bancorp Capital Trust


 


Preferred Securities

(liquidation amount $1,000 per Preferred Security)


 


Republic
Bancorp Capital Trust, a statutory trust created under the laws of the State of
Delaware (the “Trust”), hereby certifies that                                   
(the “Holder”) is the registered owner of                     
Preferred Securities [if the Preferred Security is a Global Security, then
insert—,or such other number of Preferred Securities represented hereby as may
be set forth in the records of the Securities Registrar hereinafter referred to
in accordance with the Trust Agreement (as defined below),] of the Trust
representing an undivided preferred beneficial interest in the assets of the
Trust and designated the Republic Bancorp Capital Trust Preferred Securities
(liquidation amount $1,000 per Preferred Security) (the “Preferred Securities”).
The Preferred Securities are transferable on the books and records of the
Trust, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer as provided in Section 5.7
of the Trust Agreement (as defined below). The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Preferred Securities are set forth in, and this certificate and the Preferred
Securities represented hereby are issued and shall in all respects be subject
to the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust, dated as of August 16, 2005, as the same may be amended from time
to time (the “Trust Agreement”), among Republic Bancorp, Inc., a Kentucky
corporation, as Depositor, Wilmington Trust Company, as Property Trustee, Wilmington
Trust Company, as Delaware Trustee, the Administrative Trustees named therein
and the Holders, from time to time, of Trust Securities. The Holder is entitled
to the benefits of the Guarantee Agreement entered into by Republic Bancorp, Inc.
and Wilmington Trust Company, as Guarantee Trustee, dated as of August 16,
2005, as the same may be amended from time to time (the “Guarantee Agreement”),
to the extent provided therein. The Trust will furnish a copy of each of the
Trust Agreement and the Guarantee Agreement to the Holder without charge upon
written request to the Property Trustee at its principal place of business or
registered office.


 


Upon
receipt of this certificate, the Holder is bound by the Trust Agreement and is
entitled to the benefits thereunder.


 


C-4





















 


This
Preferred Securities Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware.


 


All
capitalized terms used but not defined in this Preferred Securities Certificate
are used with the meanings specified in the Trust Agreement, including the
Schedules and Exhibits thereto.


 


IN WITNESS
WHEREOF, one of the Administrative Trustees of the Trust
has executed on behalf of the Trust this certificate this      
day of                ,
        .


 


	
   

  	
  REPUBLIC BANCORP CAPITAL TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Administrative Trustee

  	
   

  



 


This
represents Preferred Securities referred to in the within-mentioned Trust
Agreement.


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
  Wilmington Trust Company, not in its

  individual capacity, but solely as Property

  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized officer

  	
   

  



 


C-5





















 


FORM OF REVERSE OF SECURITY


 


The
Trust promises to pay Distributions from             ,
20     , or from the most recent Distribution Date to
which Distributions have been paid or duly provided for, quarterly (subject to
deferral as set forth herein) in arrears on March 30th, June 30th,
September 30th and December 30th of each year,
commencing on              ,
20   , at a fixed rate per annum equal to 6.015% of the
Liquidation Amount of the Preferred Securities represented by this Preferred
Securities Certificate through the Distribution Date in September, 2015 and a
variable rate per annum, reset quarterly, equal to LIBOR plus 1.42% of the
Liquidation Amount of the Preferred Securities represented by this Preferred
Securities Certificate, thereafter, together with any Additional Interest
Amounts, in respect to such period.


 


Distributions
on the Trust Securities shall be made by the Paying Agent from the Payment
Account and shall be payable on each Distribution Date only to the extent that
the Trust has funds then on hand and available in the Payment Account for the
payment of such Distributions.


 


In
the event (and to the extent) that the Depositor exercises its right under the
Indenture to defer the payment of interest on the Notes, Distributions on the
Preferred Securities shall be deferred.


 


Under
the Indenture, so long as no Note Event of Default pursuant to paragraphs (c),
(e), (f), (g) or (h) of Section 5.1 of the Indenture has
occurred and is continuing, the Depositor shall have the right, at any time and
from time to time during the term of the Notes, to defer the payment of
interest on the Notes for a period of up to twenty (20) consecutive quarterly
interest payment periods (each such extended interest payment period, an “Extension
Period”), during which Extension Period no interest shall be due and payable
(except any Additional Tax Sums that may be due and payable).  No interest on the Notes 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 payment of
such interest would be legally enforceable) at a fixed rate per annum equal to 6.015%
through the Interest Payment Date in September, 2015, and a variable rate per
annum, reset quarterly, equal to LIBOR plus 1.42% thereafter, compounded
quarterly, from the dates on which amounts would have otherwise been due and
payable until paid or until funds for the payment thereof have been made
available for payment.  If Distributions
are deferred, the deferred Distributions (including Additional Interest
Amounts) shall be paid on the date that the related Extension Period terminates
to Holders (as defined in the Trust Agreement) of the Trust Securities as they
appear on the books and records of the Trust on the record date immediately
preceding such termination date.


 


Distributions
on the Securities must be paid on the dates payable (after giving effect to any
Extension Period) to the extent that the Trust has funds available for the
payment of such Distributions in the Payment Account of the Trust.  The Trust’s funds available for Distribution
to the Holders of the Preferred Securities will be limited to payments received
from the Depositor.  The payment of
Distributions out of moneys held by the Trust is guaranteed by the Depositor
pursuant to the Guarantee Agreement.


 


C-6





















 


During
any such Extension Period, the Depositor shall not (i) declare or pay any
dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Depositor’s capital stock or (ii) make
any payment of principal of or any interest or premium on or repay, repurchase
or redeem any debt securities of the Depositor that rank pari passu in all
respects with or junior in interest to the Notes (other than (a) repurchases,
redemptions or other acquisitions of shares of capital stock of the Depositor
in connection with (1) any employment contract, benefit plan or other
similar arrangement with or for the benefit of any one or more employees, officers,
directors or consultants, (2) a dividend reinvestment or stockholder stock
purchase plan or (3) the issuance of capital stock of the Depositor (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 an exchange or conversion
of any class or series of the Depositor’s capital stock (or any capital stock
of a Subsidiary (as defined in the Indenture) of the Depositor) for any class
or series of the Depositor’s capital stock or of any class or series of the
Depositor’s indebtedness for any class or series of the Depositor’s capital
stock, (c) the purchase of fractional interests in shares of the Depositor’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 Rights Plan (as defined in the Indenture),
the issuance of rights, stock or other property under any Rights Plan, or the
redemption or repurchase of rights pursuant thereto or (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).


 


On
each Note Redemption Date, on the stated maturity (or any date of principal
repayment upon early maturity) of the Notes and on each other date on (or in
respect of) which any principal on the Notes is repaid, the Trust will be
required to redeem a Like Amount of Trust Securities at the Redemption
Price.  Under the Indenture, the Notes may
be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s
option, on or after September 30, 2015 in whole or in part from time to
time at a redemption price equal to one hundred percent (100%) of the principal
amount thereof or the redeemed portion thereof, as applicable, together, in the
case of any such redemption, with accrued interest, including any Additional
Interest, to but excluding the date fixed for redemption; provided, that the
Depositor shall have received the prior approval of the Federal Reserve if then
required.  The Notes may also be redeemed
by the Depositor, at its option, at any time, in whole but not in part, upon
the occurrence of a Capital Disqualification Event, an Investment Company Event
or a Tax Event at the Special Event Redemption Price.


 


The
Trust Securities redeemed on each Redemption Date shall be redeemed at the
Redemption Price with the proceeds from the contemporaneous redemption or
payment at maturity of Notes. Redemptions of the Trust Securities (or portion
thereof) shall be made and the Redemption Price shall be payable on each
Redemption Date only to the extent that the Trust has funds then on hand and
available in the Payment Account for the payment of such Redemption Price.


 


Payments
of Distributions (including any Additional Interest Amounts), the Redemption
Price, Liquidation Amount or any other amounts in respect of the Preferred
Securities shall be made by wire transfer at such place and to such account at
a banking institution in the United


 


C-7





















 


States as may be designated in writing at least ten (10) Business
Days prior to the date for payment by the Person entitled thereto unless proper
written transfer instructions have not been received by the relevant record
date, in which case such payments shall be made by check mailed to the address
of such Person as such address shall appear in the Security Register.  If any Preferred Securities are held by a
Depositary, such Distributions shall be made to the Depositary in immediately
available funds.


 


The
indebtedness evidenced by the Notes is, to the extent provided in the
Indenture, subordinate and junior in right of payment to the prior payment in
full of all Senior Debt (as defined in the Indenture), and this Security is
issued subject to the provisions of the Indenture with respect thereto.


 


C-8










 













 


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned assigns and transfers this
Preferred Securities Certificate to:


 


 


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


 


 


(Insert address and zip code of assignee)


 


and
irrevocably appoints


 


 


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


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
  (Sign exactly as your name appears on the other side of this Preferred
  Securities Certificate)

  



 


The
signature(s) should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership
in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15.


 


C-9





















 


Exhibit D


 


Junior Subordinated Indenture


 


D-1





















 


Exhibit E


 


FORM OF TRANSFEREE CERTIFICATE

TO BE EXECUTED BY TRANSFEREES OTHER THAN QIBS


 


                           , [       ]


 


Republic
Bancorp, Inc.


Republic
Bancorp Capital Trust


601 West
Market Street

Louisville, Kentucky 40202


 


Re:                               Purchase
of $1,000 stated liquidation amount of Preferred

Securities (the “Preferred Securities”) of Republic Bancorp Capital Trust


 


Ladies and
Gentlemen:


 


In connection with our purchase of the Preferred Securities we confirm
that:


 


1.                                       We
understand that the Preferred Securities (the “Preferred Securities”) of
Republic Bancorp Capital Trust (the “Trust”) (including the guarantee (the “Guarantee”)
of Republic Bancorp, Inc. (the “Company”) executed in connection
therewith) and the Junior Subordinated Notes due 2035 of the Company (the “Subordinated
Notes”) (the Preferred Securities, the Guarantee and the Subordinated Notes together
being referred to herein as the “Offered Securities”), have not been registered
under the Securities Act of 1933, as amended (the “Securities Act”), and may
not be offered or sold except as permitted in the following sentence. We agree
on our own behalf and on behalf of any investor account for which we are
purchasing the Offered Securities that, if we decide to offer, sell or
otherwise transfer any such Offered Securities, (i) such offer, sale or
transfer will be made only (a) to the Trust, (b) to a person we
reasonably believe is a “qualified institutional buyer” (a “QIB”) (as defined
in Rule 144 under the Securities Act) in a transaction meeting the
requirements of Rule 144A, (c) to an institutional “accredited
investor” within the meaning of subparagraph (a) (1), (2), (3) or (7) of
Rule 501 under the Securities Act that is acquiring Offered Securities for
its own account, or for the account of such an “accredited investor,” for
investment purposes and not with a view to, or for offer or sale in connection
with, any distribution thereof in violation of the Securities Act, (d) pursuant
to an effective registration statement under the Securities Act, or (e) pursuant
to an exemption from registration under the Securities Act, in each case in
accordance with any applicable securities laws of any state of the United
States or any other applicable jurisdiction and, in the case of (c) or
(e), subject to the right of the Trust and the depositor to require an opinion
of counsel and other information satisfactory to each of them. The foregoing
restrictions on resale will not apply subsequent to the date on which, in the
written opinion of counsel, the Preferred Securities are not “restricted
securities” within the meaning of Rule 144 under the Securities Act.  If any resale or other transfer of the
Offered Securities is proposed to be made pursuant to clause (c) or (e) above,
the transferor shall deliver a letter from the transferee substantially in the
form of this letter to the Property Trustee as Transfer Agent, which shall
provide as applicable, among other things, that the transferee is an “accredited
investor” within the meaning of subparagraph (a) (1), (2), (3) or (7) of
Rule 501 under the Securities Act that is acquiring such Securities for
investment purposes and not for distribution in violation of the


 


E-1





















 


Securities Act. We acknowledge on our behalf
and on behalf of any investor account for which we are purchasing Securities
that the Trust and the Company reserve the right prior to any offer, sale or
other transfer pursuant to clause (c) or (e) to require the delivery
of any opinion of counsel, certifications and/or other information satisfactory
to the Trust and the Company.  We
understand that the certificates for any Offered Security that we receive will
bear a legend substantially to the effect of the foregoing.


 


2.                                       We
are an “accredited investor” within the meaning of subparagraph (a) (1),
(2), (3) or (7) of Rule 501 under the Securities Act purchasing
for our own account or for the account of such an “accredited investor,” and we
are acquiring the Offered Securities for investment purposes and not with view
to, or for offer or sale in connection with, any distribution in violation of
the Securities Act, and we have such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of our
investment in the Offered Securities, and we and any account for which we are
acting are each able to bear the economic risks of our or its investment.


 


3.                                       We
are acquiring the Offered Securities purchased by us for our own account (or
for one or more accounts as to each of which we exercise sole investment
discretion and have authority to make, and do make, the statements contained in
this letter) and not with a view to any distribution of the Offered Securities,
subject, nevertheless, to the understanding that the disposition of our
property will at all times be and remain within our control.


 


4.                                       In
the event that we purchase any Preferred Securities or any Subordinated Notes,
we will acquire such Preferred Securities having an aggregate stated
liquidation amount of not less than $100,000 or such Subordinated Notes having
an aggregate principal amount not less than $100,000, for our own account and
for each separate account for which we are acting.


 


5.                                       We
acknowledge that either (A) we are not and are not acting as a fiduciary
of or on behalf of an employee benefit, individual retirement account or other
plan or arrangement subject to Title I of the Employee 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 are not purchasing the Offered Securities on
behalf of or with “plan assets” by reason of any Plan’s investment in the
entity; (B) we are eligible for the exemptive relief available under one
or more of the following prohibited transaction class exemptions (“PTCEs”)
issued by the U.S. Department of Labor: 
PTCE 96-23, 95-60, 91-38, 90-1 or 84-14 or another applicable exemption;
or (C) our purchase and holding of this security, or any interest therein,
is not prohibited by Section 406 of ERISA or Section 4975 of the Code
with respect to such purchase or holding.


 


6.                                       We
acknowledge that the Trust and the Company and others will rely upon the truth
and accuracy of the foregoing acknowledgments, representations, warranties and
agreements and agree that if any of the acknowledgments, representations,
warranties and agreements deemed to have been made by our purchase of the
Offered Securities are no longer accurate, we shall promptly notify the
Company.  If we are acquiring any Offered
Securities as a fiduciary or agent for one or more investor accounts, we
represent that we have sole discretion


 


E-2





















 


with respect to each such investor account
and that we have full power to make the foregoing acknowledgments,
representations and agreement on behalf of each such investor account.


 


	
   

  	
  (Name of
  Purchaser)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 


Upon transfer, the Offered Securities would be registered in the name
of the new beneficial owner as follows.


 


	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  
	
  Taxpayer ID
  Number:

  	
   

  	
   

  
					



 


E-3





















 


Exhibit F


 


FORM OF TRANSFEROR CERTIFICATE

TO BE EXECUTED FOR QIBs


 


                            , [       ]


 


Republic
Bancorp, Inc.


Republic
Bancorp Capital Trust


601 West
Market Street

Louisville, Kentucky 40202


 


Re:                               Purchase
of $1,000 stated liquidation amount of

Preferred Securities (the “Preferred Securities”) of Republic Bancorp Capital
Trust


 


Reference is hereby made to
the Amended and Restated Trust Agreement of Republic Bancorp Capital
Trust, dated as of August 16,
2005 (the “Trust Agreement”), among Steven E. Trager, Bill Petter and Kevin
Sipes, as Administrative Trustees, Wilmington Trust Company, as Delaware
Trustee, Wilmington Trust Company, as Property Trustee, Republic Bancorp, Inc.,
as Depositor, and the holders from time to time of undivided beneficial
interests in the assets of Republic Bancorp Capital Trust. 
Capitalized terms used but not defined herein shall have the meanings
given them in the Trust Agreement.


 


This letter relates to $                                               aggregate
liquidation amount of Preferred Securities which are held in the name of                                  (the
“Transferor”).


 


In accordance with Article V of the Trust Agreement, the
Transferor hereby certifies that such Preferred Securities are being
transferred in accordance with (i) the transfer restrictions set forth in
the Preferred Securities and (ii) Rule 144A under the Securities Act
(“Rule 144A”), to a transferee that the Transferor reasonably believes is
purchasing the Preferred Securities for its own account or an account with
respect to which the transferee exercises sole investment discretion and the
transferee and any such account is a “qualified institutional buyer” within the
meaning of Rule 144A, in a transaction meeting the requirements of Rule 144A
and in accordance with applicable securities laws of any state of the United
States or any other jurisdiction.


 


You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.


 


	
   

  	
  (Name of
  Transferor)

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  
						



 


F-1





















 


Exhibit G


 


Form of Officer’s Financial Certificate


 


The undersigned, the [Chief Financial Officer] [Treasurer] [Executive
Vice President] hereby certifies, pursuant to Section 8.16(b) of the
Amended and Restated Trust Agreement, dated as of August 16, 2005, among
Republic Bancorp, Inc. (the “Company”), Wilmington Trust Company, as
property trustee, Wilmington Trust Company, as Delaware trustee and the administrative
trustees named therein, that, as of [date], [20    ], the
Company had the following ratios and balances:


 


BANK HOLDING COMPANY

As of [Quarterly Financial Dates]


 


	
  Tier 1 Risk Weighted Assets

  	
   

  	
   

  	
  %

  
	
  Ratio of Double Leverage

  	
   

  	
   

  	
  %

  
	
  Non-Performing Assets to Loans and OREO

  	
   

  	
   

  	
  %

  
	
  Tangible Common Equity as a Percentage of
  Tangible Assets

  	
   

  	
   

  	
  %

  
	
  Ratio of Reserves to Non-Performing Loans

  	
   

  	
   

  	
  %

  
	
  Ratio of Net Charge-Offs to Loans

  	
   

  	
   

  	
  %

  
	
  Return on Average Assets (annualized)

  	
   

  	
   

  	
  %

  
	
  Net Interest Margin (annualized)

  	
   

  	
   

  	
  %

  
	
  Efficiency Ratio

  	
   

  	
   

  	
  %

  
	
  Ratio of Loans to Assets

  	
   

  	
   

  	
  %

  
	
  Ratio of Loans to Deposits

  	
   

  	
   

  	
  %

  
	
  Double Leverage (exclude trust preferred as
  equity)

  	
   

  	
   

  	
  %

  
	
  Total Assets

  	
   

  	
  $

  	
   

  	
   

  
	
  Year to Date Income

  	
   

  	
  $

  	
   

  	
   

  



 










* A table describing the
quarterly report calculation procedures is attached.


 


[FOR FISCAL YEAR END: Attached hereto are
the audited consolidated financial statements (including the balance sheet,
income statement and statement of cash flows, and notes thereto, together with
the report of the independent accountants thereon) of the Company and its
consolidated subsidiaries for the three years ended                  ,
20       .]


 


[FOR FISCAL QUARTER END: Attached hereto are
the unaudited consolidated and consolidating financial statements (including
the balance sheet and income statement) of the Company and its consolidated
subsidiaries for the fiscal quarter] ended [date], 20      .


 


G-2





















 


The financial
statements fairly present in all material respects, in accordance with U.S.
generally accepted accounting principles (“GAAP”), the financial position of
the Company and its consolidated subsidiaries, and the results of operations
and changes in financial condition as of the date, and for the [       quarter
interim] [annual] period ended [date], 20   , and such financial
statements have been prepared in accordance with GAAP consistently applied
throughout the period involved (expect as otherwise noted therein).


 


IN WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate
as of this           day
of                               ,
20   


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Republic
  Bancorp, Inc.

  
	
   

  	
  601 West
  Market Street

  
	
   

  	
  Louisville,
  Kentucky 40202

  
	
   

  	
  (502)
  560-8628

  



 


G-3





















 


Financial
Definitions


 


	
  Report Item

  	
   

  	
  Corresponding FRY-9C or
  LP Line Items with

  Line Item corresponding Schedules

  	
   

  	
  Description of

  Calculation

  
	
  Tier 1 Risk
  Weighted Assets

  	
   

  	
  BHCK7206

  Schedule HC-R

  	
   

  	
  Tier 1 Risk
  Ratio: Core Capital (Tier 1)/ Risk-Adjusted Assets

  
	
  Ratio of
  Double Leverage

  	
   

  	
  (BHCP0365)/(BCHCP3210)

  Schedule PC in the LP

  	
   

  	
  Total equity
  investments in subsidiaries divided by the total equity capital. This field
  is calculated at the parent company level. “Subsidiaries” include bank, bank
  holding company, and non-bank subsidiaries.

  
	
  Non-Performing
  Assets to Loans and OREO

  	
   

  	
  (BHCK5525-BHCK3506+BHCK5526-BHCK3507+BHCK2744/(BHCK2122+BHCK2744)

  Schedules HC-C, HC-M & HC-N

  	
   

  	
  Total
  Nonperforming Assets (NPLs+Foreclosed Real Estate+Other Nonaccrual &
  Repossessed Assets)/Total Loans+Foreclosed Real Estate

  
	
  Tangible
  Common Equity as a Percentage of Tangible Assets

  	
   

  	
  (BHDM3210-BHCK3163)/(BHCK2170-BHCK3163)

  Schedule HC

  	
   

  	
  (Equity
  Capital – Goodwill)/(Total Assets – Goodwill)

  
	
  Ratio of
  Reserves to Non-Performing Loans

  	
   

  	
  (BHCK3123+BHCK3128)/(BHCK5525-BHCK3506+BHCK5526-BHCK3507)

  Schedules HC & HC-N & HC-R

  	
   

  	
  Total Loan
  Loss and Allocated Transfer Risk Reserves/ Total Nonperforming Loans
  (Nonaccrual + Restructured)

  
	
  Ratio of Net
  Charge-Offs to Loans

  	
   

  	
  (BHCK4635-BHCK4605)/(BHCK3516)

  Schedules HI-B & HC-K

  	
   

  	
  Net charge
  offs for the period as a percentage of average loans.

  
	
  Return on
  Average Assets (annualized)

  	
   

  	
  (BHCK4340/BHCK3368)

  Schedules HI & HC-K

  	
   

  	
  Net Income
  as a percentage of Assets.

  



 


G-4





















 


	
  Report Item

  	
   

  	
  Corresponding FRY-9C or
  LP Line Items with

  Line Item corresponding Schedules

  	
   

  	
  Description of

  Calculation

  
	
  Net Interest
  Margin (annualized)

  	
   

  	
  (BHCK4519/(BHCK3515+BHCK3365+BHCK3516+BHCK3401+BHCKB985)

  Schedules HI Memorandum and HC-K

  	
   

  	
  (Net Interest
  Income Fully Taxable Equivalent, if available/Average Earning Assets)

  
	
  Efficiency
  Ratio

  	
   

  	
  (BHCK4093)/(BHCK4519+BHCK4079)

  Schedule HI

  	
   

  	
  (Non-interest
  Expense)/(Net Interest Income Fully Taxable Equivalent, if available, plus
  Non-interest Income)

  
	
  Ratio of
  Loans to Assets

  	
   

  	
  (BHCKB528+BHCK5369)/(BHCK2170)

  Schedule HC

  	
   

  	
  Total
  Loans & Leases (Net of Unearned Income & Gross of
  Reserve)/Total Assets

  
	
  Ratio of
  Loans to Deposits

  	
   

  	
  (BHCKB528+BHCK5369)/(BHDM6631+BHDM6636+BHFN6631+BHFN6636)

  Schedule HC

  	
   

  	
  Total
  Loans & Leases (Net of Unearned Income & Gross of
  Reserve)/Total Deposits (Includes Domestic and Foreign Deposits)

  
	
  Total Assets

  	
   

  	
  (BHCK2170)

  Schedule HC

  	
   

  	
  The sum of
  total assets. Includes cash and balances due from depository institutions;
  securities; federal funds sold and securities purchased under agreements to
  resell; loans and lease financing receivables; trading assets; premises and
  fixed assets; other real estate owned; investments in unconsolidated
  subsidiaries and associated companies; customer’s liability on acceptances
  outstanding; intangible assets; and other assets.

  
	
  Net Income

  	
   

  	
  (BHCK4300)

  Schedule HI

  	
   

  	
  The sum of
  income (loss) before extraordinary items and other adjustments and
  extraordinary items; and other adjustments, net of income taxes.

  



 


G-5





















 


Exhibit H


 


FORM OF


OFFICERS’ CERTIFICATE


UNDER


SECTION 8.16(a)


 


Pursuant
to Section 8.16(a) of the Amended and Restated Trust Agreement, dated
as of August 16, 2005 (as modified, supplemented or amended from time to
time, the “Trust Agreement”) of Republic Bancorp Capital Trust, a Delaware
statutory trust (the “Trust”), each of the undersigned hereby certifies that,
to the knowledge of the undersigned, none of the Depositor, the Administrative
Trustees and the Trust are in default in the performance or observance of any
of the terms, provisions and conditions of the Trust Agreement (without regard
to any period of grace or requirement of notice provided under the Trust
Agreement) for the fiscal period ending on                      ,
20    [, except as follows: specify
each such default and the nature and status thereof].


 


Capitalized
terms used herein, and not otherwise defined herein, have the respective
meanings assigned thereto in the Trust Agreement.


 


[signatures appear on the next page]


 


H-1





















 


IN
WITNESS WHEREOF, the undersigned have executed this Officers’ Certificate as of
                        ,
20   .


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
  [Must be the Chief Executive Officer, the

  
	
   

  	
   

  	
  President,
  or an Executive Vice President]

  
	
   

  	
   

  	
  of Republic
  Bancorp, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
  [Must be the Chief Financial Officer, the

  
	
   

  	
   

  	
  Treasurer,
  or an Assistant Treasurer] of

  
	
   

  	
   

  	
  Republic
  Bancorp, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Administrative Trustee of
  Republic Bancorp Capital

  
	
   

  	
  Trust

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Administrative Trustee of
  Republic Bancorp Capital

  
	
   

  	
  Trust

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Administrative Trustee of
  Republic Bancorp Capital

  
	
   

  	
  Trust

  	
   

  
	
   

  	
  Name:

  	
   

  
				



 


H-2





















 


Schedule A


 


With respect to the Trust Securities, the London interbank offered rate
(“LIBOR”) shall be determined by the Calculation Agent in accordance with the
following provisions (in each case rounded to the nearest .000001%):


 


(1)                                  On
the second LIBOR Business Day (as defined below) prior to a Distribution Date
(each such day, a “LIBOR Determination Date”), LIBOR for any given security
shall, for the following distribution period, equal the rate, as obtained by
the Calculation Agent from Bloomberg Financial Markets Commodities News, for
three-month U.S. Dollar deposits in Europe, which appears on Dow Jones Telerate
Page 3750 (as defined in the International Swaps and Derivatives
Association, Inc. 1991 Interest Rate and Currency Exchange Definitions),
or such other page as may replace such Page 3750, as of 11:00 a.m.
(London time) on such LIBOR Determination Date.


 


(2)                                  If,
on any LIBOR Determination Date, such rate does not appear on Dow Jones
Telerate Page 3750 or such other page as may replace such Page 3750,
the Calculation Agent shall determine the arithmetic mean of the offered
quotations of the Reference Banks (as defined below) to leading banks in the
London interbank market for three-month U.S. Dollar deposits in Europe in an
amount determined by the Calculation Agent by reference to requests for
quotations as of approximately 11:00 a.m. (London time) on the LIBOR
Determination Date made by the Calculation Agent to the Reference Banks.  If, on any LIBOR Determination Date, at least
two of the Reference Banks provide such quotations, LIBOR shall equal such
arithmetic mean of such quotations.  If,
on any LIBOR Determination Date, only one or none of the Reference Banks
provide such quotations, LIBOR shall be deemed to be the arithmetic mean of the
offered quotations that leading banks in the City of New York selected by the
Calculation Agent are quoting on the relevant LIBOR Determination Date for
three-month U.S. Dollar deposits in Europe in an amount determined by the
Calculation Agent by reference to the principal London offices of leading banks
in the London interbank market; provided, that if the Calculation Agent is
required but is unable to determine a rate in accordance with at least one of
the procedures provided above, LIBOR shall be LIBOR as determined on the
previous LIBOR Determination Date.


 


(3)                                  As
used herein: “Reference Banks” means four major banks in the London interbank
market selected by the Calculation Agent; and “LIBOR Business Day” means a day
on which commercial banks are open for business (including dealings in foreign
exchange and foreign currency deposits) in London.


 


1