(7) The Notes shall not be subject to redemption at the option of the Corporation.  (8) The Notes shall not be subject to redemption at the option of a Holder thereof orpursuant to any sinking fund or otherwise.  (9) The Notes shall be substantially in the form attached hereto as Exhibit A, the termsof which are incorporated by reference herein and authorized hereby.  (10) The Notes shall be subordinated to the rights of holders of Senior Indebtedness andGeneral Obligations as and to the extent provided in the Indenture.  (11) For so long as the Notes are held by the Depositary or its nominee, payment ofprincipal and interest shall be made by wire transfer to an account designated by theDepositary or its nominee. The Place of Payment for Notes not held by the Depositaryor its nominee and the location for surrender of Notes for transfer or exchange andfor the giving of notices shall be the Corporation’s offices at Rodney Square North,1100 North Market Street, Wilmington Delaware 19890 and such other Place of Payment asmay be designated by Authorized Officers from time to time.  (12) Wells Fargo Bank Minnesota, National Association is hereby appointed and designatedto act as Trustee and Security Registrar under the Indenture.RESOLVED, that the Corporation is hereby authorized and directed to issue the Notesto the holders of the 4.875% Subordinated Notes Due 2013 the Corporation issued onApril 4, 2003 (the “Outstanding Notes”) in exchange for the Outstanding Notes inaccordance with the terms of the Indenture, this Certificate and the RegistrationRights Agreement dated April 4, 2003 (the “Registration Rights Agreement”) among theCorporation and Salomon Smith Barney Inc., Sandler O’Neill & Partners, L.P., FTNFinancial Securities Corp. and Keefe, Bruyette & Woods, Inc.RESOLVED, that the Authorized Officers and the Secretary or any Assistant Secretaryof the Corporation be, and each of them hereby is, authorized to take, or cause tobe taken, any and all actions which each such Authorized Officer may deem necessaryor desirable to carry out the purpose and intent of the foregoing resolutions or inorder to perform, or cause to be performed, the obligations of the Corporation underthe Indenture, the Notes and the Registration Rights Agreement and, in connectiontherewith, to make, execute and deliver or cause to be made, executed and delivered,all agreements, undertakings, documents, certificates, orders, requests orinstruments in the name and on behalf of the Corporation as each such AuthorizedOfficer may deem necessary or desirable.RESOLVED, that all actions of the Corporation, its directors, officers, agents andemployees heretofore taken in connection with the aforesaid matters hereby areratified, approved and confirmed.RESOLVED, that the capitalized terms used in this Certificate but not defined hereinshall have the meanings given to them in the Indenture.
2

 
RESOLVED, that this writing constitutes a complete record of the above actions takenby the undersigned Authorized Officers as of the date first set forth above.             /s/ Ted T. Cecala     /s/ David R. Gibson             Name: Ted T. Cecala   Name: David R. Gibson    Chairman of the Board and     Executive Vice President and    Chief Executive Officer     Chief Financial Officer  
3