**Exhibit 4.1**

 

**CAPITAL CORP OF THE WEST,**

**as Issuer**

 

**INDENTURE**

 

**Dated as of February 22, 2001**

 

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

**ASSOCIATION,**

**as Trustee**

 

**JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES**

 

**DUE 2031**

 

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**TABLE OF CONTENTS**

 
| ARTICLE I. DEFINITIONS                                                              |
|------------------------------------------------------------------------------------------|
|                                                                                     |   |
| Section 1.1.                                                                        | Definitions. |
|                                                                                     |   |
| ARTICLE II. DEBENTURES                                                              |
|                                                                                     |   |
| Section 2.1.                                                                        | Authentication and Dating. |
| Section 2.2.                                                                        | Form of  Trustee’s Certificate of Authentication. |
| Section 2.3.                                                                        | Form and  Denomination of Debentures. |
| Section 2.4.                                                                        | Execution  of Debentures. |
| Section 2.5.                                                                        | Exchange  and Registration of Transfer of Debentures. |
| Section 2.6.                                                                        | Mutilated,  Destroyed, Lost or Stolen Debentures. |
| Section 2.7.                                                                        | Temporary  Debentures. |
| Section 2.8.                                                                        | Payment of  Interest and Additional Interest. |
| Section 2.9.                                                                        | Cancellation of Debentures  Paid, etc. |
| Section 2.10.                                                                       | Computation  of Interest. |
| Section 2.11.                                                                       | Extension of  Interest Payment Period. |
| Section 2.12.                                                                       | CUSIP Numbers. |
|                                                                                     |   |
| ARTICLE III. PARTICULAR COVENANTS  OF THE COMPANY                                   |
|                                                                                     |   |
| Section 3.1.                                                                        | Payment of Principal,  Premium and Interest; Agreed Treatment of the Debentures. |
| Section 3.2.                                                                        | Offices for  Notices and Payments, etc. |
| Section 3.3.                                                                        | Appointments  to Fill Vacancies in Trustee’s Office. |
| Section 3.4.                                                                        | Provision as to Paying  Agent. |
| Section 3.5.                                                                        | Certificate  to Trustee. |
| Section 3.6.                                                                        | Additional Sums. |
| Section 3.7.                                                                        | Compliance  with Consolidation Provisions. |
| Section 3.8.                                                                        | Limitation  on Dividends. |
| Section 3.9.                                                                        | Covenants  as to the Trust. |
|                                                                                     |   |
| ARTICLE IV. SECURITYHOLDERS’ LISTS  AND REPORTS BY THE COMPANY AND THE TRUSTEE |
|                                                                                     |   |
| Section 4.1.                                                                        | Securityholders’  Lists. |
| Section 4.2.                                                                        | Preservation and  Disclosure of Lists. |
|                                                                                     |   |
| ARTICLE V. REMEDIES OF THE TRUSTEE  AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT    |
|                                                                                     |   |
| Section 5.1.                                                                        | Events of Default. |
| Section 5.2.                                                                        | Payment  of Debentures on Default; Suit Therefor. |
| Section 5.3.                                                                        | Application  of Moneys Collected by Trustee. |
| Section 5.4.                                                                        | Proceedings by  Securityholders. |
| Section 5.5.                                                                        | Proceedings  by Trustee. |
| Section 5.6.                                                                        | Remedies  Cumulative and Continuing; Delay or Omission Not a Waiver. |
| Section 5.7.                                                                        | Direction  of Proceedings and Waiver of Defaults by Majority of Securityholders. |

 

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| Section 5.8.                                  | Notice of Defaults.                                                                                   |
|----------------------------------------------------|-------------------------------------------------------------------------------------------------------|
| Section 5.9.                                  | Undertaking  to Pay Costs.                                                                            |
|                                               |                                                                                                  |
| ARTICLE VI. CONCERNING THE  TRUSTEE           |
|                                               |                                                                                                  |
| Section 6.1.                                  | Duties and  Responsibilities of Trustee.                                                              |
| Section 6.2.                                  | Reliance on Documents,  Opinions, etc.                                                                |
| Section 6.3.                                  | No Responsibility for  Recitals, etc.                                                                 |
| Section 6.4.                                  | Trustee,  Authenticating Agent, Paying Agents, Transfer Agents or Registrar May Own  Debentures. |
| Section 6.5.                                  | Moneys to be Held in Trust.                                                                           |
| Section 6.6.                                  | Compensation and  Expenses of Trustee.                                                                |
| Section 6.7.                                  | Officers’ Certificate  as Evidence.                                                              |
| Section 6.8.                                  | Eligibility  of Trustee.                                                                              |
| Section 6.9.                                  | Resignation or  Removal of Trustee                                                                    |
| Section 6.10.                                 | Acceptance by Successor  Trustee.                                                                     |
| Section 6.11.                                 | Succession  by Merger, etc.                                                                           |
| Section 6.12.                                 | Authenticating  Agents.                                                                               |
|                                               |                                                                                                  |
| ARTICLE VII. CONCERNING THE  SECURITYHOLDERS  |
|                                               |                                                                                                  |
| Section 7.1.                                  | Action by Securityholders.                                                                            |
| Section 7.2.                                  | Proof of  Execution by Securityholders.                                                               |
| Section 7.3.                                  | Who Are Deemed Absolute  Owners.                                                                      |
| Section 7.4.                                  | Debentures  Owned by Company Deemed Not Outstanding.                                                  |
| Section 7.5.                                  | Revocation  of Consents; Future Holders Bound.                                                        |
|                                               |                                                                                                  |
| ARTICLE VIII. SECURITYHOLDERS’  MEETINGS |
|                                               |                                                                                                  |
| Section 8.1.                                  | Purposes  of Meetings.                                                                                |
| Section 8.2.                                  | Call of Meetings by  Trustee.                                                                         |
| Section 8.3.                                  | Call of  Meetings by Company or Securityholders.                                                      |
| Section 8.4.                                  | Qualifications for Voting.                                                                            |
| Section 8.5.                                  | Regulations.                                                                                          |
| Section 8.6.                                  | Voting.                                                                                               |
| Section 8.7.                                  | Quorum; Actions.                                                                                      |
|                                               |                                                                                                  |
| ARTICLE IX. SUPPLEMENTAL  INDENTURES          |
|                                               |                                                                                                  |
| Section 9.1.                                  | Supplemental  Indentures without Consent of Securityholders.                                          |
| Section 9.2.                                  | Supplemental  Indentures with Consent of Securityholders.                                             |
| Section 9.3.                                  | Effect of  Supplemental Indentures.                                                                   |
| Section 9.4.                                  | Notation  on Debentures.                                                                              |
| Section 9.5.                                  | Evidence  of Compliance of Supplemental Indenture to be Furnished to Trustee.                         |
|                                               |                                                                                                  |
| ARTICLE X. REDEMPTION OF  SECURITIES          |
|                                               |                                                                                                  |
| Section 10.1.                                 | Optional  Redemption.                                                                                 |
| Section 10.2.                                 | Special  Event Redemption.                                                                            |
| Section 10.3.                                 | Notice of  Redemption; Selection of Debentures.                                                       |
| Section 10.4.                                 | Payment of  Debentures Called for Redemption.                                                         |

 

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| ARTICLE XI. CONSOLIDATION, MERGER,  SALE, CONVEYANCE AND LEASE                 |
|-------------------------------------------------------------------------------------|
|                                                                                |   |
| Section 11.1.                                                                  | Company  May Consolidate, etc., on Certain Terms. |
| Section 11.2.                                                                  | Successor Entity to  be Substituted. |
| Section 11.3.                                                                  | Opinion of Counsel  to be Given to Trustee. |
|                                                                                |   |
| ARTICLE XII. SATISFACTION AND  DISCHARGE OF INDENTURE                          |
|                                                                                |   |
| Section 12.1.                                                                  | Discharge  of Indenture. |
| Section 12.2.                                                                  | Deposited  Moneys to be Held in Trust by Trustee. |
| Section 12.3.                                                                  | Paying Agent to Repay  Moneys Held. |
| Section 12.4.                                                                  | Return of Unclaimed Moneys. |
|                                                                                |   |
| ARTICLE XIII. IMMUNITY OF  INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS |
|                                                                                |   |
| Section 13.1.                                                                  | Indenture  and Debentures Solely Corporate Obligations. |
|                                                                                |   |
| ARTICLE XIV. MISCELLANEOUS  PROVISIONS                                         |
|                                                                                |   |
| Section 14.1.                                                                  | Successors. |
| Section 14.2.                                                                  | Official Acts by  Successor Entity. |
| Section 14.3.                                                                  | Surrender of Company  Powers. |
| Section 14.4.                                                                  | Addresses  for Notices, etc. |
| Section 14.5.                                                                  | Governing Law. |
| Section 14.6.                                                                  | Evidence  of Compliance with Conditions Precedent. |
| Section 14.7.                                                                  | Non-Business Days. |
| Section 14.8.                                                                  | Table of Contents,  Headings, etc. |
| Section 14.9.                                                                  | Execution in Counterparts. |
| Section 14.10.                                                                 | Separability. |
| Section 14.11.                                                                 | Assignment. |
| Section 14.12.                                                                 | Acknowledgment  of Rights. |
|                                                                                |   |
| ARTICLE XV. SUBORDINATION OF  DEBENTURES                                       |
|                                                                                |   |
| Section 15.1.                                                                  | Agreement  to Subordinate. |
| Section 15.2.                                                                  | Default on Senior  Indebtedness. |
| Section 15.3.                                                                  | Liquidation,  Dissolution, Bankruptcy. |
| Section 15.4.                                                                  | Subrogation. |
| Section 15.5.                                                                  | Trustee to  Effectuate Subordination. |
| Section 15.6.                                                                  | Notice  by the Company. |
| Section 15.7.                                                                  | Rights  of the Trustee; Holders of Senior Indebtedness. |
| Section 15.8.                                                                  | Subordination  May Not Be Impaired. |
|                                                                                |   |
| Exhibit A                                                                           | Form of Junior  Subordinated Deferrable Interest Debenture |
|                                                                                     |  |  |

 

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THIS INDENTURE, dated as ofFebruary 22, 2001, between Capital Corp of the West, a Californiacorporation (the “Company”), and State Street Bank and Trust Company ofConnecticut, National Association, a national banking association organizedunder the laws of the United States of America, as debentures trustee (the“Trustee”),

 

WITNESSETH:

 

WHEREAS, for its lawfulcorporate purposes, the Company has duly authorized the issuance of its 10.20%Junior Subordinated Deferrable Interest Debentures due 2031 (the “Debentures”)under this Indenture to provide, among other things, for the execution andauthentication, delivery and administration thereof, the Company has dulyauthorized the execution of this Indenture; and

 

WHEREAS, all acts and thingsnecessary to make this Indenture a valid agreement according to its terms, havebeen done and performed;

 

NOW, THEREFORE, ThisIndenture Witnesseth:

 

In consideration of thepremises, and the purchase of the Debentures by the holders thereof, the Companycovenants and agrees with the Trustee for the equal and proportionate benefitof the respective holders from time to time of the Debentures as follows:

 

**ARTICLE I.****DEFINITIONS**

 

**Section 1.1.****           Definitions**.  Theterms defined in this Section 1.1 (except as herein otherwise expresslyprovided or unless the context otherwise requires) for all purposes of thisIndenture and of any indenture supplemental hereto shall have the respectivemeanings specified in this Section 1.1. All accounting terms used herein and not expressly defined shall havethe meanings assigned to such terms in accordance with generally acceptedaccounting principles and the term “generally accepted accounting principles”means such accounting principles as are generally accepted in the United Statesat the time of any computation.  Thewords “herein,” “hereof” and “hereunder” and other words of similar importrefer to this Indenture as a whole and not to any particular Article,Section or other subdivision.

 

“Additional Interest”means interest, if any, that shall accrue on any interest on the Debentures thepayment of which has not been made on the applicable Interest Payment Date andwhich shall accrue at the Interest Rate, compounded semi-annually (to theextent permitted by law).

 

“Additional Sums” hasthe meaning set forth in Section 3.6.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

“Capital SecuritiesGuarantee” means the guarantee agreement that the Company enters into withState Street Bank and Trust Company of Connecticut, National Association, asguarantee trustee, or other Persons that operates directly or indirectly forthe benefit of holders of Capital Securities of the Trust.

 

“Capital Treatment Event”means the receipt by the Company of an opinion of counsel experienced in suchmatters that, as a result of the occurrence of any amendment to, or change(including any announced prospective change) in, the laws of the United Statesor any political subdivision thereof or therein, or as the result of anyofficial or administrative pronouncement or action or decision interpreting orapplying such laws, rules or regulations, which amendment or change iseffective or which pronouncement, action or decision is announced on or afterthe date of issuance of the Debentures, there is more than an insubstantialrisk that the Company will not be entitled to treat an amount equal to theaggregate Liquidation Amount of the Debentures as “Tier 1 Capital” (or itsthen equivalent) for purposes of the capital adequacy guidelines of the FederalReserve, as then in effect and applicable to the Company; provided, however,that the inability of the Company to treat all or any portion of theLiquidation Amount of the Debentures as Tier 1 Capital shall notconstitute the basis for a Capital Treatment Event if such inability resultsfrom the Company having cumulative preferred stock, minority interests inconsolidated subsidiaries, or any other class of security or interest which theFederal Reserve now or may hereafter accord Tier 1 Capital treatment inexcess of the amount which may qualify for treatment as Tier 1 Capital underapplicable capital adequacy guidelines for the Federal Reserve; providedfurther, however, that the distribution of Debentures in connection with thedissolution of the Trust shall not in and of itself constitute a CapitalTreatment Event unless such dissolution shall have occurred in connection witha Tax Event or an Investment Company Event.

 

“Certificate” means acertificate signed by any one of the principal executive officer, the principalfinancial officer or the principal accounting officer of the Company.

 

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

 

“Company” meansCapital Corp of the West, a California corporation, and, subject to theprovisions of Article XI, shall include its successors and assigns.

 

“Comparable TreasuryIssue” means with respect to any Special Redemption Date the United StatesTreasury security selected by the Quotation Agent as having a maturitycomparable to the Remaining Life that would be utilized, at the time ofselection and in accordance with customary financial

 

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practice, in pricing new issues of corporatedebt securities of comparable maturity to the Remaining Life.  If no United States Treasury security has amaturity which is within a period from three months before to three monthsafter February 22, 2011, the two most closely corresponding United StatesTreasury securities, as selected by the Quotation Agent, shall be used as theComparable Treasury Issue, and the Treasury Rate shall be interpolated orextrapolated on a straight-line basis, rounding to the nearest month using suchsecurities.

 

“Comparable TreasuryPrice” means (a) the average of five Reference Treasury DealerQuotations for such Special Redemption Date, after excluding the highest andlowest such Reference Treasury Dealer Quotations, or (b) if the QuotationAgent obtains fewer than five such Reference Treasury Dealer Quotations, theaverage of all such Quotations.

 

“Custodian” means anyreceiver, trustee, assignee, liquidator, or similar official under anyBankruptcy Law.

 

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

 

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

 

“Declaration” meansthe Amended and Restated Declaration of Trust of the Trust, as amended orsupplemented from time to time.

 

“Default” means anyevent, act or condition that with notice or lapse of time, or both, wouldconstitute an Event of Default.

 

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

 

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

 

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

 

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

 

“Indenture” meansthis instrument as originally executed or, if amended or supplemented as hereinprovided, as so amended or supplemented, or both.

 

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

 

“Interest Payment Date,”means each February 22 and August 22 during the term of this Indenture.

 

“Interest Rate” means10.20%.

 

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

 

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

 

“Maturity Date” meansFebruary 22, 2031.

 

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

 

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

 

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

 

(a)               Debentures theretofore canceledby the Trustee or the Authenticating Agent or delivered to the Trustee forcancellation;

 

(b)              Debentures, or portions thereof,for the payment or redemption of which moneys in the necessary amount shallhave been deposited in trust with the Trustee or with any paying agent (otherthan the Company) or shall have been set aside and segregated in trust by theCompany (if the Company shall act as its own paying agent); provided, however,that, if such Debentures, or portions thereof, are to be redeemed prior tomaturity thereof, notice of such redemption shall have been given as providedin Article XIV or provision satisfactory to the Trustee shall have beenmade for giving such notice;

 

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

 

(d)              Debentures held in accordance withSection 7.4 hereof.

 

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

 

“Predecessor Security”of any particular Debenture means every previous Debenture evidencing all or aportion of the same debt as that evidenced by such particular Debenture; and,for the purposes of this definition, any Debenture authenticated and deliveredunder Section 2.6 in lieu of a lost, destroyed or stolen Debenture shallbe deemed to evidence the same debt as the lost, destroyed or stolen Debenture.

 

“Primary Treasury Dealer”means either a nationally recognized primary United States Governmentsecurities dealer or an entity of recognized standing in matters pertaining tothe quotation of treasury securities that is reasonably acceptable to theCompany and the Trustee.

 

“Principal Office of theTrustee,” or other similar term, means the office of the Trustee, at whichat any particular time its corporate trust business shall be principallyadministered, which at the time of

 

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the execution of this Indenture shall be 225Asylum Street, Goodwin Square, Hartford, Connecticut 06103.

 

“Quotation Agent”means State Street Bank and Trust Company, or its designee, and its successors;provided, however, that if the foregoing shall cease to be aPrimary Treasury Dealer, the Company shall substitute therefor another PrimaryTreasury Dealer.

 

“Redemption Date” hasthe meaning set forth in Section 10.1.

 

“Redemption Price”means the price set forth in the following table for any Redemption Date thatoccurs within the twelve-month period beginning in the relevant year indicatedbelow, expressed as the percentage of the principal amount of the Debenturesbeing redeemed:

 

| **Year Beginning**               |   | **Percentage** |   |
|----------------------------------|--------|----------------|--------|
|                             |   |           |   |
| February 22, 2011           |   | 105.10         | %      |
|                             |   |           |   |
| February 22, 2012           |   | 104.59         | %      |
|                             |   |           |   |
| February 22, 2013           |   | 104.08         | %      |
|                             |   |           |   |
| February 22, 2014           |   | 103.57         | %      |
|                             |   |           |   |
| February 22, 2015           |   | 103.06         | %      |
|                             |   |           |   |
| February 22, 2016           |   | 102.55         | %      |
|                             |   |           |   |
| February 22, 2017           |   | 102.04         | %      |
|                             |   |           |   |
| February 22, 2018           |   | 101.53         | %      |
|                             |   |           |   |
| February 22, 2019           |   | 101.02         | %      |
|                             |   |           |   |
| February 22, 2020           |   | 100.51         | %      |
|                             |   |           |   |
| February 22, 2021 and after |   | 100.00         | %      |

 

plus accrued and unpaidinterest on such Debentures to the Redemption Date.

 

“Reference TreasuryDealer” means (i) the Quotation Agent and (ii) any other PrimaryTreasury Dealer selected by the Trustee after consultation with the Company.

 

“Reference TreasuryDealer Quotations” means, with respect to each Reference Treasury Dealerand any Redemption Date, the average, as determined by the Quotation Agent, ofthe bid and asked prices for the Comparable Treasury Issue (expressed in eachcase as a percentage of its principal amount) quoted in writing to theQuotation Agent by such Reference Treasury Dealer at 5:00 p.m., New YorkCity time, on the third Business Day preceding such Redemption Date.

 

“Remaining Life”means, with respect to any Debenture, the period from the Special RedemptionDate for such Debenture to February 22, 2011.

 

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“Responsible Officer”means, with respect to the Trustee, any officer within the Principal Office ofthe Trustee, including any vice-president, any assistant vice-president, anysecretary, any assistant secretary, the treasurer, any assistant treasurer, anytrust officer or other officer of the Principal Trust Office of the Trusteecustomarily performing functions similar to those performed by any of the abovedesignated officers and also means, with respect to a particular corporatetrust matter, any other officer to whom such matter is referred because of thatofficer’s knowledge of and familiarity with the particular subject.

 

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

 

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

 

“Senior Indebtedness”means, with respect to the Company, (i) the principal, premium, if any,and interest in respect of (A) indebtedness of the Company for moneyborrowed and (B) indebtedness evidenced by securities, debentures, notes,bonds or other similar instruments issued by the Company; (ii) all capitallease obligations of the Company; (iii) all obligations of the Companyissued or assumed as the deferred purchase price of property, all conditionalsale obligations of the Company and all obligations of the Company under anytitle retention agreement (but excluding trade accounts payable arising in theordinary course of business); (iv) all obligations of the Company for thereimbursement of any letter of credit, any banker’s acceptance, any securitypurchase facility, any repurchase agreement or similar arrangement, anyinterest rate swap, any other hedging arrangement, any obligation under optionsor any similar credit or other transaction; (v) all obligations of thetype referred to in clauses (i) through (iv) above of other Persons forthe payment of which the Company is responsible or liable as obligor, guarantoror otherwise; and (vi) all obligations of the type referred to inclauses (i) through (v) above of other Persons secured by any lien on anyproperty or asset of the Company (whether or not such obligation is assumed bythe Company), whether incurred on or prior to the date of this Indenture orthereafter incurred, unless, in the instrument creating or evidencing the sameor pursuant to which the same is outstanding, it is provided that suchobligations are not superior or pari passu in right of payment to theDebentures, except for (1) any indebtedness between or among the Companyand any non-financial institution Affiliate of the Company and(2) Debentures issued pursuant to this Indenture and guarantees in respectof such Debentures.  Senior Indebtednessshall continue to be Senior Indebtedness and be entitled to the subordinationprovisions irrespective of any amendment, modification or waiver of any term ofsuch Senior Indebtedness.

 

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

 

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

 

“Special Redemption Price”means (a) if the Special Redemption Date is before February 22, 2011,the greater of (i) 100% of the principal amount of the Debentures, plusaccrued and unpaid interest on the Debentures to such Special Redemption Date,or (ii) as determined by a Quotation Agent, the sum of (A) thepresent value of the principal amount of the Debentures set forth in the tableunder the definition of “Redemption Price” for the February 22, 2011Redemption Date and the present value of interest payable on the Debenturesfrom such Special Redemption Date to February 22, 2011, each discounted tothe Special Redemption Date on a semi-annual basis (assuming a 360-day yearconsisting of twelve 30-day months at the Treasury Rate), plus (B) accruedand unpaid interest on the Debentures to such Special Redemption Date, or(b) if the Special Redemption Date is on or after February 22, 2011,the

 

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price for the Debentures set forth in thetable under the definition of “Redemption Price” for such Special RedemptionDate.

 

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

 

“Tax Event” means thereceipt by the Company and the Trust of an opinion of counsel experienced insuch matters to the effect that, as a result of any amendment to or change(including any announced prospective change) in the laws or any regulationsthereunder of the United States or any political subdivision or taxingauthority thereof or therein, or as a result of any official administrativepronouncement (including any private letter ruling, technical advicememorandum, field service advice, regulatory procedure, notice or announcement,including any notice or announcement of intent to adopt such procedures orregulations (an “Administrative Action”)) or judicial decisioninterpreting or applying such laws or regulations, regardless of whether suchAdministrative Action or judicial decision is issued to or in connection with aproceeding involving the Company or the Trust and whether or not subject toreview or appeal, which amendment, clarification, change, Administrative Actionor decision is enacted, promulgated or announced, in each case on or after thedate of issuance of the Debentures, there is more than an insubstantial riskthat:  (i) the Trust is, or will bewithin 90 days of the date of such opinion, subject to United Statesfederal income tax with respect to income received or accrued on theDebentures; (ii) interest payable by the Company on the Debentures is not,or within 90 days of the date of such opinion, will not be, deductible bythe Company, in whole or in part, for United States federal income taxpurposes; or (iii) the Trust is, or will be within 90 days of thedate of such opinion, subject to more than a de minimis amount of other taxes,duties or other governmental charges.

 

“Treasury Rate” means(i) the yield, under the heading which represents the average for the weekimmediately prior to the date of calculation, appearing in the most recentlypublished statistical release designated H.15 (519) or any successorpublication which is published weekly by the Federal Reserve and whichestablishes yields on actively traded United States Treasury securitiesadjusted to constant maturity under the caption “Treasury Constant Maturities,”for the maturity corresponding to the Remaining Life (if no maturity is withinthree months before or after the Remaining Life, yields for the two publishedmaturities most closely corresponding to the Remaining Life shall be determinedand the Treasury Rate shall be interpolated or extrapolated from such yields ona straight-line basis, rounding to the nearest month) or (ii) if suchrelease (or any successor release) is not published during the week precedingthe calculation date or does not contain such yields, the rate per annum equalto the semi-annual equivalent yield to maturity of the Comparable TreasuryIssue, calculated using a price for the Comparable Treasury Issue (expressed asa percentage of its principal amount) equal to the Comparable Treasury Pricefor such Special Redemption Date.  TheTreasury Rate shall be calculated by the Quotation Agent on the third BusinessDay preceding the Special Redemption Date.

 

“Trust” shall meanCounty Statutory Trust I, a Connecticut statutory trust, or any other similartrust created for the purpose of issuing Capital Securities in connection withthe issuance of Debentures under this Indenture, of which the Company is thesponsor.

 

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

 

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

 

**ARTICLE II.****DEBENTURES**

 

**Section 2.1.          ****Authentication and Dating**.  Upon the execution and delivery of this Indenture, or from timeto time thereafter, Debentures in an aggregate principal amount not in excessof $6,186,000 may be executed and delivered by the Company to the Trustee forauthentication, and the Trustee shall thereupon authenticate and make availablefor delivery said Debentures to or upon the written order of the Company,signed by its Chairman of the Board of Directors, Vice Chairman, the President,one of its Managing Directors or one of its Vice Presidents without any furtheraction by the Company hereunder.  Inauthenticating such Debentures, and accepting the additional responsibilitiesunder this Indenture in relation to such Debentures, the Trustee shall beentitled to receive, and (subject to Section 6.1) shall be fully protectedin relying upon:

 

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

 

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

 

(1)           that such Debentures, when authenticated and delivered bythe Trustee and issued by the Company in each case in the manner and subject toany conditions specified in such Opinion of Counsel, will constitute valid andlegally binding obligations of the Company, subject to or limited by applicablebankruptcy, insolvency, reorganization, conservatorship, receivership, moratoriumand other statutory or decisional laws relating to or affecting creditors’rights or the reorganization of financial institutions (including, withoutlimitation, preference and fraudulent conveyance or transfer laws), heretoforeor hereafter enacted or in effect, affecting the rights of creditors generally;and

 

(2)           that all laws and requirements in respect of the executionand delivery by the Company of the Debentures, have been complied with and thatauthentication and delivery of the Debentures by the Trustee will not violatethe terms of this Indenture.

 

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

 

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

 

**Section 2.2.****           Form of Trustee’s Certificate ofAuthentication**.  The Trustee’s certificate of authenticationon all Debentures shall be in substantially the following form:

 

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

 

State Street Bank and TrustCompany of Connecticut, National Association, as Trustee

 
| By                |   |   |
|-------------------|--------|--------|
| Authorized Signer |

 

**Section 2.3.****           Form and Denomination of Debentures**.  The Debenturesshall be in registered, certificated form without coupons and in minimumdenominations of $500,000 and any multiple of $1,000 in excess thereof.  Any attempted transfer of the Debentures ina block having an aggregate principal amount of less than $500,000 shall bedeemed to be voided and of no legal effect whatsoever.  Any such purported transferee shall bedeemed not to be a holder of such Debentures for any purpose, including, butnot limited to the receipt of payments on such Debentures, and such purportedtransferee shall be deemed to have no interest whatsoever in suchDebentures.  The Debentures shall benumbered, lettered, or otherwise distinguished in such manner or in accordancewith such plans as the officers executing the same may determine with theapproval of the Trustee as evidenced by the execution and authenticationthereof.

 

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

 

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

 

Every Debenture shall bedated the date of its authentication.

 

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

 

Debentures to be exchangedmay be surrendered at the principal corporate trust office of the Trustee or atany office or agency to be maintained by the Company for such purpose asprovided in Section 3.2, and the Company shall execute, the Company or theTrustee shall register and the Trustee or the Authenticating Agent shallauthenticate and make available for delivery in exchange therefor the

 

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Debenture or Debentures which theSecurityholder making the exchange shall be entitled to receive.  Upon due presentment for registration oftransfer of any Debenture at the principal corporate trust office of theTrustee or at any office or agency of the Company maintained for such purposeas provided in Section 3.2, the Company shall execute, the Company or theTrustee shall register and the Trustee or the Authenticating Agent shallauthenticate and make available for delivery in the name of the transferee ortransferees a new Debenture for a like aggregate principal amount.  Registration or registration of transfer ofany Debenture by the Trustee or by any agent of the Company appointed pursuantto Section 3.2, and delivery of such Debenture, shall be deemed to completethe registration or registration of transfer of such Debenture.

 

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

 

No service charge shall bemade for any exchange or registration of transfer of Debentures, but theCompany or the Trustee may require payment of a sum sufficient to cover anytax, fee or other governmental charge that may be imposed in connectiontherewith.

 

The Company or the Trusteeshall not be required to exchange or register a transfer of any Debenture for aperiod of 15 days next preceding the date of selection of Debentures forredemption.

 

Notwithstanding anythingherein to the contrary, Debentures may not be transferred except in compliancewith the restricted securities legend set forth below (the “RestrictiveSecurities Legend”), unless otherwise determined by the Company, upon theadvice of counsel expert in securities law, in accordance with applicable law:

 

THIS SECURITY HAS NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAW.  NEITHER THIS SECURITY NOR ANY INTEREST ORPARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCHREGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THEREGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TOOFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO THE COMPANY,(B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIEDINSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144ASO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCEWITH RULE 144A, (C) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTIONIN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OFREGULATION S UNDER THE SECURITIES ACT, (D) 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 THIS CAPITALSECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONALACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFEROR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIESACT, OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THEREGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S RIGHTPRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINIONOF COUNSEL, CERTIFICATION

 

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AND/OR OTHER INFORMATION SATISFACTORY TO EACHOF THEM IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINEDFROM THE COMPANY.  THE HOLDER OF THISSECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

 

**Section 2.6.****           Mutilated,Destroyed, Lost or Stolen Debentures**.  In caseany Debenture shall become mutilated or be destroyed, lost or stolen, theCompany shall execute, and upon its written request the Trustee shallauthenticate and deliver, a new Debenture bearing a number notcontemporaneously outstanding, in exchange and substitution for the mutilatedDebenture, or in lieu of and in substitution for the Debenture so destroyed,lost or stolen.  In every case theapplicant for a substituted Debenture shall furnish to the Company and theTrustee such security or indemnity as may be required by them to save each ofthem harmless, and, in every case of destruction, loss or theft, the applicantshall also furnish to the Company and the Trustee evidence to theirsatisfaction of the destruction, loss or theft of such Debenture and of theownership thereof.

 

The Trustee may authenticateany such substituted Debenture and deliver the same upon the written request orauthorization of any officer of the Company. Upon the issuance of any substituted Debenture, the Company may requirethe payment of a sum sufficient to cover any tax or other governmental chargethat may be imposed in relation thereto and any other expenses connectedtherewith.  In case any Debenture whichhas matured or is about to mature or has been called for redemption in fullshall become mutilated or be destroyed, lost or stolen, the Company may,instead of issuing a substitute Debenture, pay or authorize the payment of thesame (without surrender thereof except in the case of a mutilated Debenture) ifthe applicant for such payment shall furnish to the Company and the Trusteesuch security or indemnity as may be required by them to save each of themharmless and, in case of destruction, loss or theft, evidence satisfactory tothe Company and to the Trustee of the destruction, loss or theft of suchDebenture and of the ownership thereof.

 

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

 

**Section 2.7****.           Temporary Debentures**.  Pending the preparation of definitive Debentures, the Company mayexecute and the Trustee shall authenticate and make available for deliverytemporary Debentures that are typed, printed or lithographed.  Temporary Debentures shall be issuable inany authorized denomination, and substantially in the form of the definitiveDebentures in lieu of which they are issued but with such omissions, insertionsand variations as may be appropriate for temporary Debentures, all as may bedetermined by the Company.  Every suchtemporary Debenture shall be executed by the Company and be authenticated bythe Trustee upon the same conditions and in substantially the same manner, andwith the same effect, as the definitive Debentures.  Without unreasonable delay the Company will execute and deliverto the Trustee or the Authenticating Agent definitive Debentures and thereuponany or all temporary Debentures may be surrendered in exchange therefor, at theprincipal corporate trust office of the Trustee or at any office or agencymaintained by the Company for such purpose as provided in Section 3.2, andthe Trustee or the Authenticating Agent shall authenticate and make availablefor delivery in exchange for such temporary Debentures a like aggregate

 

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principal amount of such definitiveDebentures.  Such exchange shall be madeby the Company at its own expense and without any charge therefor except thatin case of any such exchange involving a registration of transfer the Companymay require payment of a sum sufficient to cover any tax, fee or othergovernmental charge that may be imposed in relation thereto.  Until so exchanged, the temporary Debenturesshall in all respects be entitled to the same benefits under this Indenture asdefinitive Debentures authenticated and delivered hereunder.

 

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

 

Any interest on anyDebenture, other than Additional Interest, that is payable, but is notpunctually paid or duly provided for, on any Interest Payment Date (hereincalled “Defaulted Interest”) shall forthwith cease to be payable to theregistered holder on the relevant regular record date by virtue of having beensuch holder; and such Defaulted Interest shall be paid by the Company to thePersons in whose names such Debentures (or their respective PredecessorSecurities) are registered at the close of business on a special record datefor the payment of such Defaulted Interest, which shall be fixed in thefollowing manner: the Company shall notify the Trustee in writing at least 25days prior to the date of the proposed payment of the amount of DefaultedInterest proposed to be paid on each such Debenture and the date of theproposed payment, and at the same time the Company shall deposit with theTrustee an amount of money equal to the aggregate amount proposed to be paid inrespect of such Defaulted Interest or shall make arrangements satisfactory tothe Trustee for such deposit prior to the date of the proposed payment, suchmoney when deposited to be held in trust for the benefit of the Personsentitled to such Defaulted Interest as in this clause provided.  Thereupon the Trustee shall fix a specialrecord date for the payment of such Defaulted Interest which shall not be morethan 15 nor less than 10 days prior to the date of the proposed payment and notless than 10 days after the receipt by the Trustee of the notice of theproposed payment.  The Trustee shallpromptly notify the Company of such special record date and, in the name and atthe expense of the Company, shall cause notice of the proposed payment of suchDefaulted Interest and the special record date therefor to be mailed, firstclass postage prepaid, to each Securityholder at its address as it appears inthe Debenture Register, not less than 10 days prior to such special recorddate.  Notice of the proposed payment ofsuch Defaulted Interest and the special record date therefor having been mailedas aforesaid, such Defaulted Interest shall be paid to the Persons in whosenames such Debentures (or their respective Predecessor Securities) areregistered on such special record date and shall be no longer payable.

 

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

 

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

 

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

 

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

 

**Section 2.9****.           Cancellation of Debentures Paid, etc**.  All Debenturessurrendered for the purpose of payment, redemption, exchange or registration oftransfer, shall, if surrendered to the Company or any paying agent, besurrendered to the Trustee and promptly canceled by it, or, if surrendered tothe Trustee or any Authenticating Agent, shall be promptly canceled by it, andno Debentures shall be issued in lieu thereof except as expressly permitted byany of the provisions of this Indenture. All Debentures canceled by any Authenticating Agent shall be deliveredto the Trustee.  The Trustee shalldestroy all canceled Debentures unless the Company otherwise directs theTrustee in writing.  If the Companyshall acquire any of the Debentures, however, such acquisition shall notoperate as a redemption or satisfaction of the indebtedness represented by suchDebentures unless and until the same are surrendered to the Trustee forcancellation.

 

**Section 2.10****.        Computation of Interest**.  The amount of interest payable for any period will be computed onthe basis of a 360-day year of twelve 30-day months.

 

**Section 2.11****.        Extension of Interest Payment Period**.  So long as no Event of Default has occurred and is continuing,the Company shall have the right, from time to time, and without causing anEvent of Default, to defer payments of interest on the Debentures by extendingthe interest payment period on the Debentures at any time and from time to timeduring the term of the Debentures, for up to 10 consecutive semi-annualperiods (each such extended interest payment period, an “Extension Period”),during which Extension Period no interest shall be due and payable.  No Extension Period may end on a date otherthan an Interest Payment Date.  At theend of any such Extension Period the Company shall pay all interest thenaccrued and unpaid on the Debentures (together with Additional Interest thereon);provided, however, that no Extension Period may extend beyond theMaturity Date; providedfurther, however, that during anysuch Extension Period, the Company shall not and shall not permit any Affiliateto (i) declare or pay any dividends or distributions on, or redeem,purchase, acquire, or make a liquidation payment with respect to, any of theCompany’s or such Affiliate’s capital stock (other than payments of dividendsor distributions to the Company) or make any guarantee payments with respect tothe foregoing or (ii) make any payment of principal of or interest orpremium, if any, on or repay, repurchase or redeem any debt securities of theCompany or any Affiliate that rank *paripassu* in all respects with or junior in interest to the Debentures (otherthan, with respect to clauses (i) or (ii) above, (a) repurchases,redemptions or other acquisitions of shares of capital stock of the Company inconnection with any employment contract, benefit plan or other similararrangement with or for the benefit of one or more employees, officers,directors or consultants, in connection with a dividend reinvestment orstockholder stock purchase plan or in connection with the issuance of capitalstock of the Company (or securities convertible into or exercisable for suchcapital stock) as consideration in an acquisition transaction entered intoprior to the applicable Extension Period, (b) as a result of any exchangeor conversion of any class or series of the Company’s capital stock (or anycapital stock of a subsidiary of the Company) for any class or series of theCompany’s capital stock or of any class or series of the Company’s indebtednessfor any class or series of the Company’s capital stock, (c) the purchaseof fractional interests in shares of the Company’s capital stock pursuant tothe conversion or exchange provisions of such capital stock or the securitybeing converted or exchanged, (d) any declaration of a dividend inconnection with any stockholder’s rights plan, or the issuance of rights, stockor other property under any stockholder’s rights plan, or the redemption orrepurchase of rights pursuant thereto, (e) any dividend in the form ofstock, warrants, options or other rights where the dividend stock or the stockissuable upon exercise of such warrants, options or other rights is the samestock as that on which the dividend is being paid or ranks pari passu with orjunior to such stock and any cash payments in lieu of fractional shares issuedin connection therewith, or (f) payments under the Capital SecuritiesGuarantee).  Prior to the termination of

 

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any Extension Period, the Company may furtherextend such period, provided that such period together with all such previousand further consecutive extensions thereof shall not exceed 10 consecutivesemi-annual periods, or extend beyond the Maturity Date.  Upon the termination of any Extension Periodand upon the payment of all accrued and unpaid interest and AdditionalInterest, the Company may commence a new Extension Period, subject to theforegoing requirements.  No interest orAdditional Interest shall be due and payable during an Extension Period, exceptat the end thereof, but each installment of interest that would otherwise havebeen due and payable during such Extension Period shall bear AdditionalInterest to the extent permitted by applicable law.  The Company must give the Trustee notice of its election to beginsuch Extension Period at least 5 Business Days prior to the earlier of(i) the date interest on the Debentures would have been payable except forthe election to begin such Extension Period or (ii) the date such interestis payable, but in any event not less than 5 Business Days prior to such recorddate.  The Trustee shall give notice ofthe Company’s election to begin a new Extension Period to the Securityholders.

 

**Section 2.12****.        CUSIPNumbers**.  The Company in issuing the Debentures mayuse “CUSIP” numbers (if then generally in use), and, if so, the Trustee shalluse CUSIP numbers in notices of redemption as a convenience to Securityholders;provided, however, that any such notice may state that norepresentation is made as to the correctness of such numbers either as printedon the Debentures or as contained in any notice of a redemption and thatreliance may be placed only on the other identification numbers printed on theDebentures, and any such redemption shall not be affected by any defect in oromission of such numbers.  The Companywill promptly notify the Trustee in writing of any change in the CUSIP numbers.

 

**ARTICLE III****.PARTICULAR COVENANTS OF THE COMPANY**

 

**Section 3.1****.**           **Payment ofPrincipal, Premium****andInterest; Agreed Treatment of the Debentures.**

 

(a)           The Company covenants and agrees that it will duly andpunctually pay or cause to be paid the principal of and premium, if any, andinterest and any Additional Interest on the Debentures at the place, at therespective times and in the manner provided in this Indenture and theDebentures. Each installment of interest on the Debentures may be paid(i) by mailing checks for such interest payable to the order of the holderof Debentures entitled thereto as they appear on the registry books of theCompany if a request for a wire transfer has not been received by the Companyor (ii) by wire transfer to any account with a banking institution locatedin the United States designated in writing by such Person to the paying agentno later than the related record date. Notwithstanding the foregoing, so long as the holder of the Debenture isthe Institutional Trustee, the payment of the principal of and interest on theDebenture will be made in immediately available funds at such place and to suchaccount as may be designated by the Institutional Trustee.

 

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

 

(c)           The Company has no present intention to exercise its rightunder Section 2.11 to defer payments of interest on the Debentures bycommencing an Extension Period.

 

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(d)           The Company believes that the likelihood that it wouldexercise its right under Section 2.11 to defer payments of interest on theDebentures by commencing an Extension Period at any time during which theDebentures are outstanding is remote because of the restrictions that would beimposed on the Company’s ability to declare or pay dividends or distributionson, or to redeem, purchase or make a liquidation payment with respect to, anyof its outstanding equity and on the Company’s ability to make any payments ofprincipal of or interest on, or repurchase or redeem, any of its debtsecurities that rank pari passu in all respects with (or junior in interest to)the Debentures.

 

**Section 3.2****.           Offices for Notices and Payments, etc**.  So long as any of the Debentures remain outstanding, the Companywill maintain in Hartford, Connecticut, an office or agency where theDebentures may be presented for payment, an office or agency where theDebentures may be presented for registration of transfer and for exchange as inthis Indenture provided and an office or agency where notices and demands to orupon the Company in respect of the Debentures or of this Indenture may beserved.  The Company will give to theTrustee written notice of the location of any such office or agency and of anychange of location thereof.  Until otherwisedesignated from time to time by the Company in a notice to the Trustee, orspecified as contemplated by Section 2.5, such office or agency for all ofthe above purposes shall be the office or agency of the Trustee.  In case the Company shall fail to maintainany such office or agency in Hartford, Connecticut, or shall fail to give suchnotice of the location or of any change in the location thereof, presentationsand demands may be made and notices may be served at the principal corporatetrust office of the Trustee.

 

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

 

**Section 3.3****.           Appointments to Fill Vacancies inTrustee’s Office**.  The Company, whenever necessary to avoid orfill a vacancy in the office of Trustee, will appoint, in the manner providedin Section 6.9, a Trustee, so that there shall at all times be a Trusteehereunder.

 

**Section 3.4****.           Provision as to Paying Agent.**

 

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

 

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

 

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

 

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

 

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

 

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

 

(c)           Anything in this Section 3.4 to the contrarynotwithstanding, the Company may, at any time, for the purpose of obtaining asatisfaction and discharge with respect to the Debentures, or for any otherreason, pay, or direct any paying agent to pay to the Trustee all sums held intrust by the Company or any such paying agent, such sums to be held by theTrustee upon the trusts herein contained.

 

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

 

**Section 3.5****.           Certificate to Trustee**.  The Company will deliver to the Trustee on or before120 days after the end of each fiscal year, so long as Debentures areoutstanding hereunder, a Certificate stating that in the course of theperformance by the signers of their duties as officers of the Company theywould normally have knowledge of any default during such fiscal year by theCompany in the performance of any covenants contained herein, stating whetheror not they have knowledge of any such default and, if so, specifying each suchdefault of which the signers have knowledge and the nature and states thereof.

 

**Section 3.6****.           AdditionalSums**.  If and for so long as the Trust is theholder of all Debentures and the Trust is required to pay any additional taxes,duties, assessments or other governmental charges as a result of a Tax Event,the Company will pay such additional amounts (“Additional Sums”) on theDebentures as shall be required so that the net amounts received and retainedby the Trust after paying taxes, duties, assessments or other governmentalcharges will be equal to the amounts the Trust would have received if no suchtaxes, duties, assessments or other governmental charges had been imposed.  Whenever in this Indenture or the Debenturesthere is a reference in any context to the payment of principal of or intereston the Debentures, such mention shall be deemed to include mention of paymentsof the Additional Sums provided for in this paragraph to the extent that, insuch context, Additional Sums are, were or would be payable in respect thereofpursuant to the provisions of this paragraph and express mention of the paymentof Additional Sums (if applicable) in any provisions hereof shall not beconstrued as excluding Additional Sums in those provisions hereof where suchexpress mention is not made; provided, however, that the deferralof the payment of interest during an Extension Period pursuant toSection 2.11 shall not defer the payment of any Additional Sums that maybe due and payable.

 

**Section 3.7****.           Compliance with ConsolidationProvisions**.  The Company will not, while any of theDebentures remain outstanding, consolidate with, or merge into, or merge intoitself, or sell or convey all or substantially all of its property to any otherPerson unless the provisions of Article XI hereof are complied with.

 

**Section 3.8****.           Limitation on Dividends**.  If Debentures are initially issued to the Trust or a trustee ofsuch trust in connection with the issuance of Trust Securities by the Trust (regardlessof

 

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whether Debentures continue to be held bysuch Trust) and (i) there shall have occurred and be continuing any eventthat would constitute an Event of Default, (ii) the Company shall be indefault with respect to its payment of any obligations under the CapitalSecurities Guarantee, or (iii) the Company shall have given notice of itselection to defer payments of interest on the Debentures by extending theinterest payment period as provided herein and such period, or any extensionthereof, shall be continuing, then the Company shall not, and shall not allowany Affiliate of the Company to, (x) declare or pay any dividends ordistributions on, or redeem, purchase, acquire, or make a liquidation paymentwith respect to, any of the Company’s capital stock or its Affiliates’ capitalstock (other than payments of dividends or distributions to the Company) ormake any guarantee payments with respect to the foregoing or (y) make anypayment of principal of or interest or premium, if any, on or repay, repurchaseor redeem any debt securities of the Company or any Affiliate that rank paripassu in all respects with or junior in interest to the Debentures (other than,with respect to clauses (x) and (y) above, (1) repurchases, redemptions or other acquisitions of shares ofcapital stock of the Company in connection with any employment contract,benefit plan or other similar arrangement with or for the benefit of one ormore employees, officers, directors or consultants, in connection with adividend reinvestment or stockholder stock purchase plan or in connection withthe issuance of capital stock of the Company (or securities convertible into orexercisable for such capital stock) as consideration in an acquisitiontransaction entered into prior to the applicable Extension Period, if any,(2) as a result of any exchange or conversion of any class or series ofthe Company’s capital stock (or any capital stock of a subsidiary of theCompany) for any class or series of the Company’s capital stock or of any classor series of the Company’s indebtedness for any class or series of theCompany’s capital stock, (3) the purchase of fractional interests inshares of the Company’s capital stock pursuant to the conversion or exchangeprovisions of such capital stock or the security being converted or exchanged,(4) any declaration of a dividend in connection with any stockholder’srights plan, or the issuance of rights, stock or other property under anystockholder’s rights plan, or the redemption or repurchase of rights pursuantthereto, (5) any dividend in the form of stock, warrants, options or otherrights where the dividend stock or the stock issuable upon exercise of suchwarrants, options or other rights is the same stock as that on which thedividend is being paid or ranks pari passu with or junior to such stock and anycash payments in lieu of fractional shares issued in connection therewith, or(6) payments under the Capital Securities Guarantee).

 

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

 

**ARTICLE IV****.SECURITYHOLDERS’ LISTS AND REPORTSBY THE COMPANY AND THE TRUSTEE**

 

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

 

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

 

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

 

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

 

**Section 4.2.**           **Preservationand Disclosure of Lists****.**

 

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

 

(b)           In case three or more holders of Debentures (hereinafterreferred to as “applicants”) apply in writing to the Trustee and furnish to theTrustee reasonable proof that each such applicant has owned a Debenture for aperiod of at least 6 months preceding the date of such application, and suchapplication states that the applicants desire to communicate with other holdersof Debentures with respect to their rights under this Indenture or under suchDebentures and is accompanied by a copy of the form of proxy or other communicationwhich such applicants propose to transmit, then the Trustee shall within 5Business Days after the receipt of such application, at its election, either:

 

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

 

(2)           inform such applicants as to the approximate number ofholders of Debentures whose names and addresses appear in the informationpreserved at the time by the Trustee in accordance with the provisions ofsubsection (a) of this Section 4.2, and as to the approximate cost ofmailing to such Securityholders the form of proxy or other communication, ifany, specified in such application.

 

If the Trustee shall electnot to afford such applicants access to such information, the Trustee shall,upon the written request of such applicants, mail to each Securityholder whosename and address appear in the information preserved at the time by the Trusteein accordance with the provisions of subsection (a) of thisSection 4.2 a copy of the form of proxy or other communication which isspecified in such request with reasonable promptness after a tender to theTrustee of the material to be mailed and of payment, or provision for thepayment, of the reasonable expenses of mailing, unless within five days aftersuch tender, the Trustee shall mail to such applicants and file with theSecurities and Exchange Commission, if permitted or required by applicable law,together with a copy of the material to be mailed, a written statement to theeffect that, in the opinion of the Trustee, such mailing would be contrary tothe best interests of the holders of all Debentures, as the case may be, orwould be in violation of applicable law. Such written statement shall specify the basis of such opinion.  If said Commission, as permitted or requiredby applicable law, after opportunity for a hearing upon the objectionsspecified in the written statement so filed, shall enter an order refusing tosustain any of such objections or if, after the entry of an order sustainingone or more of such objections, said Commission shall find, after notice andopportunity for hearing, that all the objections so sustained have been met andshall enter an order so declaring, the Trustee shall mail copies of suchmaterial to all such Securityholders with reasonable promptness after the entryof such order and the renewal of such tender; otherwise the Trustee shall berelieved of any obligation or duty to such applicants respecting their application.

 

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(c)           Each and every holder of Debentures, by receiving andholding the same, agrees with Company and the Trustee that neither the Companynor the Trustee nor any paying agent shall be held accountable by reason of thedisclosure of any such information as to the names and addresses of the holdersof Debentures in accordance with the provisions of subsection (b) of thisSection 4.2, regardless of the source from which such information wasderived, and that the Trustee shall not be held accountable by reason ofmailing any material pursuant to a request made under said subsection (b).

 

**ARTICLE V.****REMEDIES OF THE TRUSTEE AND SECURITYHOLDERSUPON AN EVENT OF DEFAULT**

 

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

 

(a)           the Company defaults in the payment of any interest uponany Debenture when it becomes due and payable, and fails to cure such defaultfor a period of 30 days; provided, however, that a validextension of an interest payment period by the Company in accordance with theterms of this Indenture shall not constitute a default in the payment ofinterest for this purpose; or

 

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

 

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

 

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

 

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

 

(f)            the Trust shall have voluntarily or involuntarilyliquidated, dissolved, wound-up its business or otherwise terminated itsexistence except in connection with (i) the distribution of the Debenturesto holders of such Trust Securities in liquidation of their interests in theTrust, (ii) the

 

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redemption of all of the outstanding TrustSecurities or (iii) certain mergers, consolidations or amalgamations, eachas permitted by the Declaration.

 

If an Event of Defaultoccurs and is continuing with respect to the Debentures, then, and in each andevery such case, unless the principal of the Debentures shall have alreadybecome due and payable, either the Trustee or the holders of not less than 25%in aggregate principal amount of the Debentures then outstanding hereunder, bynotice in writing to the Company (and to the Trustee if given bySecurityholders), may declare the entire principal of the Debentures and theinterest accrued thereon, if any, to be due and payable immediately, and uponany such declaration the same shall become immediately due and payable.

 

The foregoing provisions,however, are subject to the condition that if, at any time after the principalof the Debentures shall have been so declared due and payable, and before anyjudgment or decree for the payment of the moneys due shall have been obtainedor entered as hereinafter provided, the Company shall pay or shall deposit withthe Trustee a sum sufficient to pay all matured installments of interest uponall the Debentures and the principal of and premium, if any, on the Debentureswhich shall have become due otherwise than by acceleration (with interest uponsuch principal and premium, if any, and Additional Interest) and such amount asshall be sufficient to cover reasonable compensation to the Trustee and eachpredecessor Trustee, their respective agents, attorneys and counsel, and allother amounts due to the Trustee pursuant to Section 6.6, and if any andall Events of Default under this Indenture, other than the non-payment of theprincipal of or premium, if any, on Debentures which shall have become due byacceleration, shall have been cured, waived or otherwise remedied as providedherein — then and in every such case the holders of a majority inaggregate principal amount of the Debentures then outstanding, by writtennotice to the Company and to the Trustee, may waive all defaults and rescindand annul such declaration and its consequences, but no such waiver orrescission and annulment shall extend to or shall affect any subsequent defaultor shall impair any right consequent thereon.

 

In case the Trustee shallhave proceeded to enforce any right under this Indenture and such proceedingsshall have been discontinued or abandoned because of such rescission orannulment or for any other reason or shall have been determined adversely tothe Trustee, then and in every such case the Company, the Trustee and theholders of the Debentures shall be restored respectively to their severalpositions and rights hereunder, and all rights, remedies and powers of theCompany, the Trustee and the holders of the Debentures shall continue as thoughno such proceeding had been taken.

 

**Section 5.2.****           Payment of Debentures on Default;Suit Therefor**.  The Company covenants that (a) in casedefault shall be made in the payment of any installment of interest upon any ofthe Debentures as and when the same shall become due and payable, and suchdefault shall have continued for a period of 30 days, or (b) in casedefault shall be made in the payment of the principal of or premium, if any, onany of the Debentures as and when the same shall have become due and payable,whether at maturity of the Debentures or upon redemption or by declaration ofacceleration or otherwise — then, upon demand of the Trustee, the Companywill pay to the Trustee, for the benefit of the holders of the Debentures thewhole amount that then shall have become due and payable on all Debentures forprincipal and premium, if any, or interest, or both, as the case may be, withAdditional Interest accrued on the Debentures (to the extent that payment ofsuch interest is enforceable under applicable law and, if the Debentures areheld by the Trust or a trustee of such Trust, without duplication of any otheramounts paid by the Trust or a trustee in respect thereof); and, in additionthereto, such further amount as shall be sufficient to cover the costs and expensesof collection, including a reasonable compensation to the Trustee, its agents,attorneys and counsel, and any other amounts due to the Trustee underSection 6.6.  In case the Companyshall fail forthwith to pay such amounts upon such demand, the Trustee, in itsown name and as trustee of an express trust, shall be entitled and empowered toinstitute any actions or

 

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proceedings at law or in equity for thecollection of the sums so due and unpaid, and may prosecute any such action orproceeding to judgment or final decree, and may enforce any such judgment orfinal decree against the Company or any other obligor on such Debentures andcollect in the manner provided by law out of the property of the Company or anyother obligor on such Debentures wherever situated the moneys adjudged ordecreed to be payable.

 

In case there shall bepending proceedings for the bankruptcy or for the reorganization of the Companyor any other obligor on the Debentures under Bankruptcy Law, or in case areceiver or trustee shall have been appointed for the property of the Companyor such other obligor, or in the case of any other similar judicial proceedingsrelative to the Company or other obligor upon the Debentures, or to thecreditors or property of the Company or such other obligor, the Trustee,irrespective of whether the principal of the Debentures shall then be due andpayable as therein expressed or by declaration of acceleration or otherwise andirrespective of whether the Trustee shall have made any demand pursuant to theprovisions of this Section 5.2, shall be entitled and empowered, byintervention in such proceedings or otherwise,

 

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

 

(ii)           to file such proofs of claim and other papers or documentsas may be necessary or advisable in order to have the claims of the Trustee(including any claim for reasonable compensation to the Trustee and eachpredecessor Trustee, and their respective agents, attorneys and counsel, andfor reimbursement of all other amounts due to the Trustee underSection 6.6, and of the Securityholders allowed in such judicial proceedingsrelative to the Company or any other obligor on the Debentures, or to thecreditors or property of the Company or such other obligor, unless prohibitedby applicable law and regulations, to vote on behalf of the holders of theDebentures in any election of a trustee or a standby trustee in arrangement,reorganization, liquidation or other bankruptcy or insolvency proceedings orPerson performing similar functions in comparable proceedings,

 

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

 

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

 

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

 

Nothing herein containedshall be construed to authorize the Trustee to authorize or consent to oraccept or adopt on behalf of any Securityholder any plan of reorganization,arrangement, adjustment or composition affecting the Debentures or the rightsof any holder thereof or to authorize the Trustee to vote in respect of theclaim of any Securityholder in any such proceeding.

 

All rights of action and ofasserting claims under this Indenture, or under any of the Debentures, may beenforced by the Trustee without the possession of any of the Debentures, or theproduction thereof at any trial or other proceeding relative thereto, and anysuch suit or proceeding instituted by the Trustee shall be brought in its ownname as trustee of an express trust, and any recovery of judgment shall be forthe ratable benefit of the holders of the Debentures.

 

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In any proceedings broughtby the Trustee (and also any proceedings involving the interpretation of anyprovision of this Indenture to which the Trustee shall be a party), the Trusteeshall be held to represent all the holders of the Debentures, and it shall notbe necessary to make any holders of the Debentures parties to any suchproceedings.

 

**Section 5.3.****           Application of Moneys Collected byTrustee**.  Any moneys collected by the Trustee pursuantto this Article V shall be applied in the following order, at the date ordates fixed by the Trustee for the distribution of such moneys, uponpresentation of the several Debentures in respect of which moneys have beencollected, and stamping thereon the payment, if only partially paid, and upon surrenderthereof if fully paid:

 

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

 

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

 

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

 

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

 

**Section 5.4**.           **Proceedingsby Securityholders**. No holder of any Debenture shall have any right to institute any suit,action or proceeding for any remedy hereunder, unless such holder previouslyshall have given to the Trustee written notice of an Event of Default withrespect to the Debentures and unless the holders of not less than 25% inaggregate principal amount of the Debentures then outstanding shall have giventhe Trustee a written request to institute such action, suit or proceeding andshall have offered to the Trustee such reasonable indemnity as it may requireagainst the costs, expenses and liabilities to be incurred thereby, and theTrustee for 60 days after its receipt of such notice, request and offer ofindemnity shall have failed to institute any such action, suit or proceeding; provided,however, that no holder of Debentures shall have any right to prejudicethe rights of any other holder of Debentures, obtain priority or preferenceover any other such holder or enforce any right under this Indenture except inthe manner herein provided and for the equal, ratable and common benefit of allholders of Debentures.

 

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

 

**Section 5.5****.           Proceedings by Trustee**.  In case of an Event of Default hereunder the Trustee may in itsdiscretion proceed to protect and enforce the rights vested in it by thisIndenture by such

 

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appropriate judicial proceedings as theTrustee shall deem most effectual to protect and enforce any of such rights,either by suit in equity or by action at law or by proceeding in bankruptcy orotherwise, whether for the specific enforcement of any covenant or agreementcontained in this Indenture or in aid of the exercise of any power granted inthis Indenture, or to enforce any other legal or equitable right vested in theTrustee by this Indenture or by law.

 

**Section 5.6.****           Remedies Cumulative and Continuing;Delay or Omission Not a Waiver**.  Except as otherwise provided in Section 2.6, all powers andremedies given by this Article V to the Trustee or to the Securityholdersshall, to the extent permitted by law, be deemed cumulative and not exclusiveof any other powers and remedies available to the Trustee or the holders of theDebentures, by judicial proceedings or otherwise, to enforce the performance orobservance of the covenants and agreements contained in this Indenture orotherwise established with respect to the Debentures, and no delay or omissionof the Trustee or of any holder of any of the Debentures to exercise any rightor power accruing upon any Event of Default occurring and continuing asaforesaid shall impair any such right or power, or shall be construed to be awaiver of any such default or an acquiescence therein; and, subject to theprovisions of Section 5.4, every power and remedy given by thisArticle V or by law to the Trustee or to the Securityholders may beexercised from time to time, and as often as shall be deemed expedient, by theTrustee or by the Securityholders.

 

No delay or omission of theTrustee or any Securityholder to exercise any right or remedy accruing upon anyEvent of Default shall impair any such right or remedy or constitute a waiverof any such Event of Default or an acquiescence therein.  Every right and remedy given by thisArticle or by law to the Trustee or to any Securityholder may be exercisedfrom time to time, and as often as may be deemed expedient, by the Trustee (inaccordance with its duties under Section 6.1 hereof) or by such holder, asthe case may be.

 

**Section 5.7.****           Direction of Proceedings and Waiverof Defaults by Majority of Securityholders**.  The holders of a majority in aggregate principal amount of theDebentures affected (voting as one class) at the time outstanding shall havethe right to direct the time, method, and place of conducting any proceedingfor any remedy available to the Trustee, or exercising any trust or powerconferred on the Trustee with respect to such Debentures; provided, however,that (subject to the provisions of Section 6.1) the Trustee shall have theright to decline to follow any such direction if the Trustee shall determinethat the action so directed would be unjustly prejudicial to the holders nottaking part in such direction or if the Trustee being advised by counseldetermines that the action or proceeding so directed may not lawfully be takenor if a Responsible Officer of the Trustee shall determine that the action orproceedings so directed would involve the Trustee in personal liability.

 

The holders of a majority inaggregate principal amount of the Debentures at the time outstanding may onbehalf of the holders of all of the Debentures waive (or modify any previouslygranted waiver of) any past default or Event of Default, and its consequences,except a default (a) in the payment of principal of, premium, if any, orinterest on any of the Debentures, (b) in respect of covenants orprovisions hereof which cannot be modified or amended without the consent ofthe holder of each Debenture affected, or (c) in respect of the covenantscontained in Section 3.9; provided, however, that if theDebentures are held by the Trust or a trustee of such trust, such waiver ormodification to such waiver shall not be effective until the holders of amajority in Liquidation Amount of Trust Securities of the Trust shall haveconsented to such waiver or modification to such waiver, provided, further,that if the consent of the holder of each outstanding Debenture is required,such waiver shall not be effective until each holder of the Trust Securities ofthe Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to becured for all purposes of this Indenture and the Company, the Trustee and theholders of the Debentures shall be restored to their former positions andrights hereunder, respectively; but no such waiver shall extend to any subsequentor other default or Event of Default or

 

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impair any right consequent thereon.  Whenever any default or Event of Defaulthereunder shall have been waived as permitted by this Section, said default orEvent of Default shall for all purposes of the Debentures and this Indenture bedeemed to have been cured and to be not continuing.

 

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

 

**Section 5.9**.           **Undertaking toPay Costs**.  Allparties to this Indenture agree, and each holder of any Debenture by hisacceptance thereof shall be deemed to have agreed, that any court may in itsdiscretion require, in any suit for the enforcement of any right or remedyunder this Indenture, or in any suit against the Trustee for any action takenor omitted by it as Trustee, the filing by any party litigant in such suit ofan undertaking to pay the costs of such suit, and that such court may in itsdiscretion assess reasonable costs, including reasonable attorneys’ fees andexpenses, against any party litigant in such suit, having due regard to themerits and good faith of the claims or defenses made by such party litigant; provided,however, that the provisions of this Section 5.9 shall not apply toany suit instituted by the Trustee, to any suit instituted by anySecurityholder, or group of Securityholders, holding in the aggregate more than10% in principal amount of the Debentures outstanding, or to any suitinstituted by any Securityholder for the enforcement of the payment of theprincipal of (or premium, if any) or interest on any Debenture against theCompany on or after the same shall have become due and payable.

 

**ARTICLE VI.****CONCERNING THE TRUSTEE**

 

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

 

No provision of thisIndenture shall be construed to relieve the Trustee from liability for its ownnegligent action, its own negligent failure to act or its own willfulmisconduct, except that:

 

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

 

(1)           the duties and obligations of the Trustee with respect toDebentures shall be determined solely by the express provisions of thisIndenture, and the Trustee shall not be liable except for the performance ofsuch duties and obligations with respect to the

 

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Debentures as arespecifically set forth in this Indenture, and no implied covenants orobligations shall be read into this Indenture against the Trustee, and

 

(2)           in the absence of bad faith on the part of the Trustee,the Trustee may conclusively rely, as to the truth of the statements and thecorrectness of the opinions expressed therein, upon any certificates oropinions furnished to the Trustee and conforming to the requirements of thisIndenture; but, in the case of any such certificates or opinions which by anyprovision hereof are specifically required to be furnished to the Trustee, theTrustee shall be under a duty to examine the same to determine whether or notthey conform to the requirements of this Indenture;

 

(b)           the Trustee shall not be liable for any error of judgmentmade in good faith by a Responsible Officer or Officers of the Trustee, unlessit shall be proved that the Trustee was negligent in ascertaining the pertinentfacts; and

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(e)           the Trustee shall not be liable for any action taken oromitted by it in good faith and believed by it to be authorized or within thediscretion or rights or powers conferred upon it by this Indenture; nothingcontained herein shall, however, relieve the Trustee of the obligation, uponthe occurrence of an Event of Default with respect to the Debentures (that hasnot been cured or waived) to

 

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exercise with respect to Debentures such ofthe rights and powers vested in it by this Indenture, and to use the samedegree of care and skill in their exercise, as a prudent man would exercise oruse under the circumstances in the conduct of his own affairs;

 

(f)            the Trustee shall not be bound to make any investigationinto the facts or matters stated in any resolution, certificate, statement, instrument,opinion, report, notice, request, consent, order, approval, bond, debenture,coupon or other paper or document, unless requested in writing to do so by theholders of not less than a majority in aggregate principal amount of theoutstanding Debentures affected thereby; provided, however, thatif the payment within a reasonable time to the Trustee of the costs, expensesor liabilities likely to be incurred by it in the making of such investigationis, in the opinion of the Trustee, not reasonably assured to the Trustee by thesecurity afforded to it by the terms of this Indenture, the Trustee may requirereasonable indemnity against such expense or liability as a condition to soproceeding;

 

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

 

(h)           with the exceptions of defaults under Sections 5.1(a) or5.1(b), the Trustee shall not be charged with knowledge of any Default or Eventof Default with respect to the Debentures unless a written notice of suchDefault or Event of Default shall have been given to the Trustee by the Companyor any other obligor on the Debentures or by any holder of the Debentures.

 

**Section 6.3.**           **NoResponsibility for Recitals****, etc**.  Therecitals contained herein and in the Debentures (except in the certificate ofauthentication of the Trustee or the Authenticating Agent) shall be taken asthe statements of the Company, and the Trustee and the Authenticating Agentassume no responsibility for the correctness of the same.  The Trustee and the Authenticating Agentmake no representations as to the validity or sufficiency of this Indenture orof the Debentures.  The Trustee and theAuthenticating Agent shall not be accountable for the use or application by theCompany of any Debentures or the proceeds of any Debentures authenticated anddelivered by the Trustee or the Authenticating Agent in conformity with theprovisions of this Indenture.

 

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

 

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

 

**Section 6.6.****           Compensation and Expenses of Trustee**.  The Company covenants and agrees to pay to the Trustee from timeto time, and the Trustee shall be entitled to, such compensation as shall beagreed to in writing between the Company and the Trustee (which shall not belimited by any provision of

 

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law in regard to the compensation of atrustee of an express trust), and the Company will pay or reimburse the Trusteeupon its request for all reasonable expenses, disbursements and advancesincurred or made by the Trustee in accordance with any of the provisions ofthis Indenture (including the reasonable compensation and the expenses anddisbursements of its counsel and of all Persons not regularly in its employ)except any such expense, disbursement or advance as may arise from itsnegligence or willful misconduct.  TheCompany also covenants to indemnify each of the Trustee or any predecessorTrustee (and its officers, agents, directors and employees) for, and to hold itharmless against, any and all loss, damage, claim, liability or expenseincluding taxes (other than taxes based on the income of the Trustee) incurredwithout negligence or willful misconduct on the part of the Trustee and arisingout of or in connection with the acceptance or administration of this trust,including the costs and expenses of defending itself against any claim ofliability.  The obligations of theCompany under this Section 6.6 to compensate and indemnify the Trustee andto pay or reimburse the Trustee for expenses, disbursements and advances shallconstitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that ofthe Debentures upon all property and funds held or collected by the Trustee assuch, except funds held in trust for the benefit of the holders of particularDebentures.

 

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

 

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

 

Notwithstanding anything inthis Indenture or any Debenture to the contrary, the Trustee shall have noobligation whatsoever to advance funds to pay any principal of or interest onor other amounts with respect to the Debentures or otherwise advance funds toor on behalf of the Company.

 

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

 

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

 

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

 

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

 

**Section 6.9.****           Resignation or Removal of Trustee**

 

(a)           The Trustee, or any trustee or trustees hereafterappointed, may at any time resign by giving written notice of such resignationto the Company and by mailing notice thereof, at the Company’s expense, to theholders of the Debentures at their addresses as they shall appear on theDebenture Register.  Upon receiving suchnotice of resignation, the Company shall promptly appoint a successor trusteeor trustees by written instrument, in duplicate, executed by order of its Boardof Directors, one copy of which instrument shall be delivered to the resigningTrustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have acceptedappointment within 30 days after the mailing of such notice of resignation tothe affected Securityholders, the resigning Trustee may petition any court ofcompetent jurisdiction for the appointment of a successor Trustee, or anySecurityholder who has been a bona fide holder of a Debenture or Debentures forat least six months may, subject to the provisions of Section 5.9, onbehalf of himself and all others similarly situated, petition any such court forthe appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deemproper and prescribe, appoint a successor Trustee.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

**Section 6.10****.        Acceptance by Successor Trustee**.  Any successor Trustee appointed as provided in Section 6.9shall execute, acknowledge and deliver to the Company and to its predecessorTrustee an instrument accepting such appointment hereunder, and thereupon theresignation or removal of the retiring Trustee shall become effective and suchsuccessor Trustee, without any further act, deed or conveyance, shall becomevested with all the rights, powers, duties and obligations with respect to theDebentures of its predecessor hereunder, with like effect as if originallynamed as Trustee herein; but, nevertheless, on the written request of theCompany or of the successor Trustee, the Trustee ceasing to act shall, uponpayment of any amounts then due it pursuant to the provisions ofSection 6.6, execute and deliver an instrument transferring to suchsuccessor Trustee all the rights and powers of the Trustee so ceasing to actand shall duly assign, transfer and deliver to such successor Trustee allproperty and money held by such retiring Trustee thereunder.  Upon request of any such successor Trustee,the Company shall execute any and all instruments in writing for more fully andcertainly vesting in and confirming to such successor Trustee all such rightsand powers.  Any Trustee ceasing to actshall, nevertheless, retain a lien upon all property or funds held or collectedby such Trustee to secure any amounts then due it pursuant to the provisions ofSection 6.6.

 

If a successor Trustee isappointed, the Company, the retiring Trustee and the successor Trustee shallexecute and deliver an indenture supplemental hereto which shall contain suchprovisions as shall be deemed necessary or desirable to confirm that all therights, powers, trusts and duties of the retiring Trustee with respect to theDebentures as to which the predecessor Trustee is not retiring shall continueto be vested in the predecessor Trustee, and shall add to or change any of theprovisions of this Indenture as shall be necessary to provide for or facilitatethe administration of the Trust hereunder by more than one Trustee, it beingunderstood that nothing herein or in such supplemental indenture shallconstitute such Trustees co-trustees of the same trust and that each suchTrustee shall be Trustee of a trust or trusts hereunder separate and apart fromany trust or trusts hereunder administered by any other such Trustee.

 

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

 

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

 

Upon acceptance ofappointment by a successor Trustee as provided in this Section 6.10, theCompany shall mail notice of the succession of such Trustee hereunder to theholders of Debentures at their addresses as they shall appear on the DebentureRegister.  If the Company fails to mailsuch notice within 10 Business Days after the acceptance of appointment by thesuccessor Trustee, the successor Trustee shall cause such notice to be mailedat the expense of the Company.

 

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

 

In case at the time suchsuccessor to the Trustee shall succeed to the trusts created by this Indentureany of the Debentures shall have been authenticated but not delivered, any suchsuccessor to the Trustee may adopt the certificate of authentication of anypredecessor Trustee, and deliver such

 

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Debentures so authenticated; and in case atthat time any of the Debentures shall not have been authenticated, anysuccessor to the Trustee may authenticate such Debentures either in the name ofany predecessor hereunder or in the name of the successor Trustee; and in allsuch cases such certificates shall have the full force which it is anywhere inthe Debentures or in this Indenture provided that the certificate of theTrustee shall have; provided, however, that the right to adoptthe certificate of authentication of any predecessor Trustee or authenticateDebentures in the name of any predecessor Trustee shall apply only to itssuccessor or successors by merger, conversion or consolidation.

 

**Section 6.12.****        Authenticating Agents**.  There may be one or more Authenticating Agents appointed by theTrustee upon the request of the Company with power to act on its behalf andsubject to its direction in the authentication and delivery of Debenturesissued upon exchange or registration of transfer thereof as fully to allintents and purposes as though any such Authenticating Agent had been expresslyauthorized to authenticate and deliver Debentures; provided, however,that the Trustee shall have no liability to the Company for any acts oromissions of the Authenticating Agent with respect to the authentication anddelivery of Debentures.  Any suchAuthenticating Agent shall at all times be a corporation organized and doingbusiness under the laws of the United States or of any state or territorythereof or of the District of Columbia authorized under such laws to act asAuthenticating Agent, having a combined capital and surplus of at least$5,000,000 and being subject to supervision or examination by federal, state,territorial or District of Columbia authority. If such corporation publishes reports of condition at least annuallypursuant to law or the requirements of such authority, then for the purposes ofthis Section 6.12 the combined capital and surplus of such corporationshall be deemed to be its combined capital and surplus as set forth in its mostrecent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible inaccordance with the provisions of this Section, it shall resign immediately inthe manner and with the effect herein specified in this Section.

 

Any corporation into whichany Authenticating Agent may be merged or converted or with which it may beconsolidated, or any corporation resulting from any merger, consolidation orconversion to which any Authenticating Agent shall be a party, or anycorporation succeeding to all or substantially all of the corporate trustbusiness of any Authenticating Agent, shall be the successor of suchAuthenticating Agent hereunder, if such successor corporation is otherwiseeligible under this Section 6.12 without the execution or filing of anypaper or any further act on the part of the parties hereto or suchAuthenticating Agent.

 

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

 

The Company agrees to pay toany Authenticating Agent from time to time reasonable compensation for itsservices.  Any Authenticating Agentshall have no responsibility or liability for any action taken by it as such inaccordance with the directions of the Trustee.

 

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**ARTICLE VII.****CONCERNING THE SECURITYHOLDERS**

 

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

 

If the Company shall solicitfrom the Securityholders any request, demand, authorization, direction, notice,consent, waiver or other action or revocation of the same, the Company may, atits option, as evidenced by an Officers’ Certificate, fix in advance a recorddate for such Debentures for the determination of Securityholders entitled togive such request, demand, authorization, direction, notice, consent, waiver orother action or revocation of the same, but the Company shall have noobligation to do so.  If such a recorddate is fixed, such request, demand, authorization, direction, notice, consent,waiver or other action or revocation of the same may be given before or afterthe record date, but only the Securityholders of record at the close ofbusiness on the record date shall be deemed to be Securityholders for thepurposes of determining whether Securityholders of the requisite proportion ofoutstanding Debentures have authorized or agreed or consented to such request,demand, authorization, direction, notice, consent, waiver or other action orrevocation of the same, and for that purpose the outstanding Debentures shallbe computed as of the record date; provided, however, that nosuch authorization, agreement or consent by such Securityholders on the recorddate shall be deemed effective unless it shall become effective pursuant to theprovisions of this Indenture not later than 6 months after the record date.

 

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

 

The record of anySecurityholders’ meeting shall be proved in the manner provided inSection 8.6.

 

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

 

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**Section 7.4.****           Debentures Owned by Company DeemedNot Outstanding**.  In determining whether the holders of therequisite aggregate principal amount of Debentures have concurred in anydirection, consent or waiver under this Indenture, Debentures which are ownedby the Company or any other obligor on the Debentures or by any Person directlyor indirectly controlling or controlled by or under direct or indirect commoncontrol with the Company or any other obligor on the Debentures shall bedisregarded and deemed not to be outstanding for the purpose of any such determination;provided, however, that for the purposes of determining whetherthe Trustee shall be protected in relying on any such direction, consent orwaiver, only Debentures which a Responsible Officer of the Trustee actuallyknows are so owned shall be so disregarded. Debentures so owned which have been pledged in good faith may beregarded as outstanding for the purposes of this Section 7.4 if thepledgee shall establish to the satisfaction of the Trustee the pledgee’s rightto vote such Debentures and that the pledgee is not the Company or any suchother obligor or Person directly or indirectly controlling or controlled by orunder direct or indirect common control with the Company or any such otherobligor.  In the case of a dispute as tosuch right, any decision by the Trustee taken upon the advice of counsel shallbe full protection to the Trustee.

 

**Section 7.5.****           Revocation of Consents; FutureHolders Bound**.  At any time prior to (but not after) theevidencing to the Trustee, as provided in Section 7.1, of the taking ofany action by the holders of the percentage in aggregate principal amount ofthe Debentures specified in this Indenture in connection with such action, anyholder (in cases where no record date has been set pursuant toSection 7.1) or any holder as of an applicable record date (in cases wherea record date has been set pursuant to Section 7.1) of a Debenture (or anyDebenture issued in whole or in part in exchange or substitution therefor) theserial number of which is shown by the evidence to be included in theDebentures the holders of which have consented to such action may, by filingwritten notice with the Trustee at the Principal Office of the Trustee and uponproof of holding as provided in Section 7.2, revoke such action so far asconcerns such Debenture (or so far as concerns the principal amount representedby any exchanged or substituted Debenture). Except as aforesaid any such action taken by the holder of any Debentureshall be conclusive and binding upon such holder and upon all future holdersand owners of such Debenture, and of any Debenture issued in exchange orsubstitution therefor or on registration of transfer thereof, irrespective ofwhether or not any notation in regard thereto is made upon such Debenture orany Debenture issued in exchange or substitution therefor.

 

**ARTICLE VIII****.SECURITYHOLDERS’ MEETINGS**

 

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

 

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

 

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

 

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

 

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

 

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

 

**Section 8.3****.           Call of Meetings by Company orSecurityholders**.  In case at any time the Company pursuant toa Board Resolution, or the holders of at least 10% in aggregate principalamount of the Debentures, as the case may be, then outstanding, shall haverequested the Trustee to call a meeting of Securityholders, by written requestsetting forth in reasonable detail the action proposed to be taken at themeeting, and the Trustee shall not have mailed the notice of such meetingwithin 20 days after receipt of such request, then the Company or suchSecurityholders may determine the time and the place for such meeting and maycall such meeting to take any action authorized in Section 8.1, by mailingnotice thereof as provided in Section 8.2.

 

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

 

**Section 8.5****.           Regulations**. Notwithstanding any other provisions of this Indenture, the Trustee maymake such reasonable regulations as it may deem advisable for any meeting ofSecurityholders, in regard to proof of the holding of Debentures and of theappointment of proxies, and in regard to the appointment and duties ofinspectors of votes, the submission and examination of proxies, certificatesand other evidence of the right to vote, and such other matters concerning theconduct of the meeting as it shall think fit.

 

The Trustee shall, by aninstrument in writing, appoint a temporary chairman of the meeting, unless themeeting shall have been called by the Company or by Securityholders as providedin Section 8.3, in which case the Company or the Securityholders callingthe meeting, as the case may be, shall in like manner appoint a temporarychairman.  A permanent chairman and apermanent secretary of the meeting shall be elected by majority vote of themeeting.

 

Subject to the provisions ofSection 7.4, at any meeting each holder of Debentures with respect towhich such meeting is being held or proxy therefor shall be entitled to onevote for each $1,000 principal amount of Debentures held or represented by him;provided, however, that no vote shall be cast or counted at anymeeting in respect of any Debenture challenged as not outstanding and ruled bythe chairman of the meeting to be not outstanding.  The chairman of the meeting shall have no right to vote otherthan by virtue of Debentures held by him or instruments in writing as aforesaidduly designating him as the Person to vote on behalf of otherSecurityholders.  Any meeting ofSecurityholders duly called pursuant to the provisions of Section 8.2 or8.3 may be adjourned from time to time by a majority of those present, whetheror not constituting a quorum, and the meeting may be held as so adjournedwithout further notice.

 

**Section 8.6.****           Voting**.  The voteupon any resolution submitted to any meeting of holders of Debentures withrespect to which such meeting is being held shall be by written ballots onwhich shall be subscribed the signatures of such holders or of theirrepresentatives by proxy and the serial number or numbers of the Debenturesheld or represented by them.  Thepermanent chairman of the meeting shall

 

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appoint two inspectors of votes who shallcount all votes cast at the meeting for or against any resolution and who shallmake and file with the secretary of the meeting their verified written reportsin triplicate of all votes cast at the meeting.  A record in duplicate of the proceedings of each meeting ofSecurityholders shall be prepared by the secretary of the meeting and thereshall be attached to said record the original reports of the inspectors ofvotes on any vote by ballot taken thereat and affidavits by one or more Personshaving knowledge of the facts setting forth a copy of the notice of the meetingand showing that said notice was mailed as provided in Section 8.2.  The record shall show the serial numbers ofthe Debentures voting in favor of or against any resolution.  The record shall be signed and verified bythe affidavits of the permanent chairman and secretary of the meeting and oneof the duplicates shall be delivered to the Company and the other to theTrustee to be preserved by the Trustee, the latter to have attached thereto theballots voted at the meeting.

 

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

 

**Section 8.7.****           Quorum;Actions**.  The Persons entitled to vote a majority inprincipal amount of the Debentures shall constitute a quorum for a meeting ofSecurityholders; provided, however, that if any action is to betaken at such meeting with respect to a consent, waiver, request, demand,notice, authorization, direction or other action which may be given by theholders of not less than a specified percentage in principal amount of theDebentures, the Persons holding or representing such specified percentage inprincipal amount of the Debentures will constitute a quorum.  In the absence of a quorum within30 minutes of the time appointed for any such meeting, the meeting shall,if convened at the request of Securityholders, be dissolved.  In any other case the meeting may beadjourned for a period of not less than 10 days as determined by thepermanent chairman of the meeting prior to the adjournment of such meeting.  In the absence of a quorum at any suchadjourned meeting, such adjourned meeting may be further adjourned for a periodof not less than 10 days as determined by the permanent chairman of themeeting prior to the adjournment of such adjourned meeting.  Notice of the reconvening of any adjournedmeeting shall be given as provided in Section 8.2, except that such noticeneed be given only once not less than 5 days prior to the date on which themeeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expresslythe percentage, as provided above, of the principal amount of the Debentureswhich shall constitute a quorum.

 

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

 

Any resolution passed ordecision taken at any meeting of holders of Debentures duly held in accordancewith this Section shall be binding on all the Securityholders, whether ornot present or represented at the meeting.

 

**ARTICLE IX****.SUPPLEMENTAL INDENTURES**

 

**Section 9.1.****           Supplemental Indentures withoutConsent of Securityholders**.  The Company, when authorized by a Board Resolution, and theTrustee may from time to time and at any time enter into an indenture orindentures supplemental hereto, without the consent of the Securityholders, forone or more of the following purposes:

 

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

 

(b)           to add to the covenants of the Company such furthercovenants, restrictions or conditions for the protection of the holders ofDebentures as the Board of Directors shall consider to be for the protection ofthe holders of such Debentures, and to make the occurrence, or the occurrenceand continuance, of a default in any of such additional covenants, restrictionsor conditions a default or an Event of Default permitting the enforcement ofall or any of the several remedies provided in this Indenture as herein setforth; provided, however, that in respect of any such additionalcovenant restriction or condition such supplemental indenture may provide for aparticular period of grace after default (which period may be shorter or longerthan that allowed in the case of other defaults) or may provide for animmediate enforcement upon such default or may limit the remedies available tothe Trustee upon such default;

 

(c)           to cure any ambiguity or to correct or supplement anyprovision contained herein or in any supplemental indenture which may bedefective or inconsistent with any other provision contained herein or in anysupplemental indenture, or to make such other provisions in regard to mattersor questions arising under this Indenture; provided that any such action shallnot materially adversely affect the interests of the holders of the Debentures;

 

(d)           to add to, delete from, or revise the terms of Debentures,including, without limitation, any terms relating to the issuance, exchange,registration or transfer of Debentures, including to provide for transferprocedures and restrictions substantially similar to those applicable to theCapital Securities as required by Section 2.5 (for purposes of assuringthat no registration of Debentures is required under the Securities Act of1933, as amended); provided, however, that any such action shallnot adversely affect the interests of the holders of the Debentures thenoutstanding (it being understood, for purposes of this proviso, that transferrestrictions on Debentures substantially similar to those that were applicableto Capital Securities shall not be deemed to materially adversely affect theholders of the Debentures);

 

(e)           to evidence and provide for the acceptance of appointmenthereunder by a successor Trustee with respect to the Debentures and to add toor change any of the provisions of this Indenture as shall be necessary toprovide for or facilitate the administration of the trusts hereunder by morethan one Trustee, pursuant to the requirements of Section 6.11;

 

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

 

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

 

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

 

Any supplemental indentureauthorized by the provisions of this Section 9.1 may be executed by theCompany and the Trustee without the consent of the holders of any of theDebentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.

 

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** **

**Section 9.2.****           Supplemental Indentures withConsent of Securityholders**.  With the consent (evidenced as provided in Section 7.1) ofthe holders of not less than a majority in aggregate principal amount of theDebentures at the time outstanding affected by such supplemental indenture(voting as a class), the Company, when authorized by a Board Resolution, andthe Trustee may from time to time and at any time enter into an indenture orindentures supplemental hereto for the purpose of adding any provisions to orchanging in any manner or eliminating any of the provisions of this Indentureor of any supplemental indenture or of modifying in any manner the rights ofthe holders of the Debentures; provided, however, that no suchsupplemental indenture shall without the consent of the holders of eachDebenture then outstanding and affected thereby (i) change the fixedmaturity of any Debenture, or reduce the principal amount thereof or anypremium thereon, or reduce the rate or extend the time of payment of interestthereon, or reduce any amount payable on redemption thereof or make theprincipal thereof or any interest or premium thereon payable in any coin orcurrency other than that provided in the Debentures, or impair or affect theright of any Securityholder to institute suit for payment thereof or impair theright of repayment, if any, at the option of the holder, or (ii) reducethe aforesaid percentage of Debentures the holders of which are required toconsent to any such supplemental indenture; providedfurther, however,that if the Debentures are held by a trust or a trustee of such trust, suchsupplemental indenture shall not be effective until the holders of a majorityin Liquidation Amount of Trust Securities shall have consented to suchsupplemental indenture; providedfurther, however, that ifthe consent of the Securityholder of each outstanding Debenture is required,such supplemental indenture shall not be effective until each holder of theTrust Securities shall have consented to such supplemental indenture.

 

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

 

Promptly after the executionby the Company and the Trustee of any supplemental indenture pursuant to theprovisions of this Section, the Trustee shall transmit by mail, first classpostage prepaid, a notice, prepared by the Company, setting forth in generalterms the substance of such supplemental indenture, to the Securityholders astheir names and addresses appear upon the Debenture Register.  Any failure of the Trustee to mail suchnotice, or any defect therein, shall not, however, in any way impair or affectthe validity of any such supplemental indenture.

 

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

 

**Section 9.3****.           Effect of Supplemental Indentures**.  Upon the execution of any supplementalindenture pursuant to the provisions of this Article IX, this Indentureshall be and be deemed to be modified and amended in accordance therewith andthe respective rights, limitations of rights, obligations, duties andimmunities under this Indenture of the Trustee, the Company and the holders ofDebentures shall thereafter be determined, exercised and enforced hereundersubject in all respects to such modifications and amendments and all the termsand conditions of any such supplemental indenture shall be and be deemed to bepart of the terms and conditions of this Indenture for any and all purposes.

 

**Section 9.4****.           Notation on Debentures**.  Debentures authenticated and delivered after the execution of anysupplemental indenture pursuant to the provisions of this Article IX maybear a notation as to any matter provided for in such supplementalindenture.  If the Company or theTrustee shall so determine, new Debentures so modified as to conform, in theopinion of the Board of Directors of the

 

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Company, to any modification of thisIndenture contained in any such supplemental indenture may be prepared andexecuted by the Company, authenticated by the Trustee or the AuthenticatingAgent and delivered in exchange for the Debentures then outstanding.

 

**Section 9.5.****           Evidence of Compliance ofSupplemental Indenture to be Furnished to Trustee**.  The Trustee, subject to the provisions ofSections 6.1 and 6.2, shall, in addition to the documents required bySection 14.6, receive an Officers’ Certificate and an Opinion of Counselas conclusive evidence that any supplemental indenture executed pursuant heretocomplies with the requirements of this Article IX.  The Trustee shall receive an Opinion ofCounsel as conclusive evidence that any supplemental indenture executedpursuant to this Article IX is authorized or permitted by, and conformsto, the terms of this Article IX and that it is proper for the Trusteeunder the provisions of this Article IX to join in the execution thereof.

 

**ARTICLE X.****REDEMPTION OF SECURITIES**

 

**Section 10.1****.        OptionalRedemption**.  The Company shall have the right, subject tothe receipt by the Company of prior approval from the Federal Reserve, if thenrequired under applicable capital guidelines or policies of the FederalReserve, to redeem the Debentures, in whole or in part, but in all cases in aprincipal amount with integral multiples of $1,000, on any February 22 orAugust 22 on or after February 22, 2011 (the “Redemption Date”),at the Redemption Price.

 

**Section 10.2.****        Special Event Redemption**.  If a Special Event shall occur and be continuing, the Companyshall have the right, subject to the receipt by the Company of prior approvalfrom the Federal Reserve if then required under applicable capital guidelinesor policies of the Federal Reserve, to redeem the Debentures in whole, but notin part, at any time, within 90 days following the occurrence of suchSpecial Event (the “Special Redemption Date”) at the Special RedemptionPrice.  The Company shall appoint aQuotation Agent, which initially shall be State Street Bank and Trust Companyor its designee, for the purpose of performing the services contemplated in, orby reference in, the definition of Special Redemption Price.  Any error in the calculation of the SpecialRedemption Price by the Quotation Agent or the Trustee may be corrected at anytime by notice delivered to the Company and the holders of the Debentures.  Subject to the corrective rights set forthabove, all certificates, communications, opinions, determinations,calculations, quotations and decisions given, expressed, made or obtained forthe purposes of the provisions relating to the payment and calculation of theSpecial Redemption Price on the Debentures by the Trustee or the Quotation Agent,as the case may be, shall (in the absence of willful default, bad faith ormanifest error) be final, conclusive and binding on the holders of theDebentures and the Company, and no liability shall attach (except as providedabove) to the Trustee or the Quotation Agent in connection with the exercise ornon-exercise by any of them of their respective powers, duties and discretion.

 

**Section 10.3.****        Notice of Redemption; Selection ofDebentures**.  In case the Company shall desire to exercisethe right to redeem all, or, as the case may be, any part of the Debentures, itshall cause to be mailed a notice of such redemption at least 30 and not morethan 60 days prior to the Redemption Date or the Special  Redemption Date to the holders of Debenturesso to be redeemed as a whole or in part at their last addresses as the sameappear on the Debenture Register.  Suchmailing shall be by first class mail. The notice if mailed in the manner herein provided shall be conclusivelypresumed to have been duly given, whether or not the holder receives suchnotice.  In any case, failure to givesuch notice by mail or any defect in the notice to the holder of any Debenturedesignated for redemption as a whole or in part shall not affect the validityof the proceedings for the redemption of any other Debenture.

 

Each such notice ofredemption shall specify the CUSIP number, if any, of the Debentures to beredeemed, the Redemption Date or the Special Redemption Date, as applicable,the Redemption Price, the

 

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Special Redemption Price or the method bywhich such Special Redemption Price is to be calculated, as applicable, atwhich Debentures are to be redeemed, the place or places of payment, thatpayment will be made upon presentation and surrender of such Debentures, thatinterest accrued to the date fixed for redemption will be paid as specified insaid notice, and that on and after said date interest thereon or on theportions thereof to be redeemed will cease to accrue.  If less than all the Debentures are to be redeemed the notice ofredemption shall specify the numbers of the Debentures to be redeemed.  In case the Debentures are to be redeemed inpart only, the notice of redemption shall state the portion of the principal amountthereof to be redeemed and shall state that on and after the date fixed forredemption, upon surrender of such Debenture, a new Debenture or Debentures inprincipal amount equal to the unredeemed portion thereof will be issued.

 

Prior to 10:00 a.m. New YorkCity time on the Redemption Date or Special Redemption Date, as applicable, theCompany will deposit with the Trustee or with one or more paying agents anamount of money sufficient to redeem on the Redemption Date or the SpecialRedemption Date, as applicable, all the Debentures so called for redemption atthe appropriate Redemption Price or Special Redemption Price, together withaccrued interest to the Redemption Date or Special Redemption Date, asapplicable.

 

If all, or less than all,the Debentures are to be redeemed, the Company will give the Trustee notice notless than 45 nor more than 60 days, respectively, prior to the RedemptionDate or Special Redemption Date, as applicable, as to the aggregate principalamount of Debentures to be redeemed and the Trustee shall select, in suchmanner as in its sole discretion it shall deem appropriate and fair, theDebentures or portions thereof (in integral multiples of $1,000) to beredeemed.

 

**Section 10.4.****        Payment of Debentures Called forRedemption**.  If notice of redemption has been given asprovided in Section 10.3, the Debentures or portions of Debentures withrespect to which such notice has been given shall become due and payable on theRedemption Date or Special Redemption Date, as applicable, and at the place orplaces stated in such notice at the applicable Redemption Price or SpecialRedemption Price, together with interest accrued to the Redemption Date orSpecial Redemption Date, as applicable, and on and after said date (unless theCompany shall default in the payment of such Debentures at the Redemption Priceor Special Redemption Price, as applicable, together with interest accrued tosaid date) interest on the Debentures or portions of Debentures so called forredemption shall cease to accrue.  Onpresentation and surrender of such Debentures at a place of payment specifiedin said notice, such Debentures or the specified portions thereof shall be paidand redeemed by the Company at the applicable Redemption Price or SpecialRedemption Price, together with interest accrued thereon to the Redemption Dateor Special Redemption Date, as applicable.

 

Upon presentation of anyDebenture redeemed in part only, the Company shall execute and the Trusteeshall authenticate and make available for delivery to the holder thereof, atthe expense of the Company, a new Debenture or Debentures of authorizeddenominations, in principal amount equal to the unredeemed portion of theDebenture so presented.

 

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

 

**Section 11.1.****        Company May Consolidate, etc., on CertainTerms**.  Nothing contained in this Indenture or inthe Debentures shall prevent any consolidation or merger of the Company with orinto any other Person (whether or not affiliated with the Company) orsuccessive consolidations or mergers in which the Company or its successor orsuccessors shall be a party or parties, or shall prevent any sale, conveyance,transfer or other disposition of the property of the Company or its successoror successors as an entirety, or substantially as an entirety, to any otherPerson (whether or not affiliated with the Company, or its successor orsuccessors) authorized to acquire and operate the same; provided, however,that the Company hereby covenants and agrees that, upon any such consolidation,merger (where the

 

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Company is not the surviving corporation),sale, conveyance, transfer or other disposition, the due and punctual paymentof the principal of (and premium, if any) and interest on all of the Debenturesin accordance with their terms, according to their tenor, and the due andpunctual performance and observance of all the covenants and conditions of thisIndenture to be kept or performed by the Company, shall be expressly assumed bysupplemental indenture satisfactory in form to the Trustee executed anddelivered to the Trustee by the entity formed by such consolidation, or intowhich the Company shall have been merged, or by the entity which shall have acquiredsuch property.

 

**Section 11.2****.        Successor Entity to be Substituted**.  In case of any such consolidation, merger, sale, conveyance,transfer or other disposition and upon the assumption by the successor entity,by supplemental indenture, executed and delivered to the Trustee andsatisfactory in form to the Trustee, of the due and punctual payment of theprincipal of and premium, if any, and interest on all of the Debentures and thedue and punctual performance and observance of all of the covenants and conditionsof this Indenture to be performed or observed by the Company, such successorentity shall succeed to and be substituted for the Company, with the sameeffect as if it had been named herein as the Company, and thereupon thepredecessor entity shall be relieved of any further liability or obligationhereunder or upon the Debentures.  Suchsuccessor entity thereupon may cause to be signed, and may issue in its ownname, any or all of the Debentures issuable hereunder which theretofore shallnot have been signed by the Company and delivered to the Trustee or theAuthenticating Agent; and, upon the order of such successor entity instead ofthe Company and subject to all the terms, conditions and limitations in thisIndenture prescribed, the Trustee or the Authenticating Agent shallauthenticate and deliver any Debentures which previously shall have been signedand delivered by the officers of the Company, to the Trustee or theAuthenticating Agent for authentication, and any Debentures which such successorentity thereafter shall cause to be signed and delivered to the Trustee or theAuthenticating Agent for that purpose. All the Debentures so issued shall in all respects have the same legalrank and benefit under this Indenture as the Debentures theretofore orthereafter issued in accordance with the terms of this Indenture as though allof such Debentures had been issued at the date of the execution hereof.

 

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

 

**ARTICLE XII****.SATISFACTION AND DISCHARGE OF INDENTURE**

 

**Section 12.1****.        Discharge of Indenture**.  When

 

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

 

(b)           all the Debentures not theretoforecanceled or delivered to the Trustee for cancellation shall have become due andpayable, or are by their terms to become due and payable within 1 year or areto be called for redemption within 1 year under arrangements satisfactory tothe Trustee for the giving of notice of redemption, and the Company shalldeposit with the Trustee, in trust, funds, which shall be immediately due andpayable, sufficient to pay at maturity or upon redemption all of the Debentures(other than any Debentures which shall have been destroyed, lost or stolen andwhich shall have been replaced or paid as provided in Section 2.6) nottheretofore canceled or delivered to the

 

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Trustee for cancellation,including principal and premium, if any, and interest due or to become due tosuch date of maturity or redemption date, as the case may be, but excluding,however, the amount of any moneys for the payment of principal of, and premium,if any, or interest on the Debentures (1) theretofore repaid to theCompany in accordance with the provisions of Section 12.4, or(2) paid to any state or to the District of Columbia pursuant to itsunclaimed property or similar laws,

 

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

 

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

 

**Section 12.3****.        Paying Agent to Repay Moneys Held**.  Upon the satisfaction and discharge of this Indenture all moneysthen held by any paying agent of the Debentures (other than the Trustee) shall,upon demand of the Company, be repaid to it or paid to the Trustee, andthereupon such paying agent shall be released from all further liability withrespect to such moneys.

 

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

 

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

 

**Section 13.1****.        Indenture and Debentures SolelyCorporate Obligations**.  No recourse for the payment of the principalof or premium, if any, or interest on any Debenture, or for any claim basedthereon or otherwise in respect thereof, and no recourse under or upon anyobligation, covenant or agreement of the Company in this Indenture or in anysupplemental indenture, or in any such Debenture, or because of the creation ofany indebtedness represented thereby, shall be had against any incorporator,stockholder, employee, officer or director, as such, past, present or future,of the Company or of any successor Person of the Company, either directly orthrough the Company or any successor Person of the Company, whether by virtueof any constitution, statute or rule of law, or by the enforcement of anyassessment or penalty or otherwise, it being expressly understood that all suchliability is hereby

 

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expressly waived and released as a conditionof, and as a consideration for, the execution of this Indenture and the issueof the Debentures.

 

**ARTICLE XIV.****MISCELLANEOUS PROVISIONS**

 

**Section 14.1****.        Successors**.  Allthe covenants, stipulations, promises and agreements in this Indenturecontained by the Company shall bind its successors and assigns whether soexpressed or not.

 

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

 

**Section 14.3****.        Surrender of Company Powers**.  The Company by instrument in writing executed by authority of atleast 2/3 (two-thirds) of its Board of Directors and delivered to the Trusteemay surrender any of the powers reserved to the Company and thereupon suchpower so surrendered shall terminate both as to the Company, and as to anypermitted successor.

 

**Section 14.4****.        Addresses for Notices, etc**.  Any notice, consent, direction, request, authorization, waiver ordemand which by any provision of this Indenture is required or permitted to begiven, made, furnished or served by the Trustee or by the Securityholders on orto the Company may be given or served in writing by being deposited postageprepaid by registered or certified mail in a post office letter box addressed(until another address is filed by the Company, with the Trustee for thepurpose) to the Company, Attention: Dale McKinney.  Any notice,consent, direction, request, authorization, waiver or demand by anySecurityholder or the Company to or upon the Trustee shall be deemed to havebeen sufficiently given or made, for all purposes, if given or made in writingat the office of the Trustee, addressed to the Trustee, 225 Asylum Street,Goodwin Square, Hartford, Connecticut, 06103 Attention: Vice President,Corporate Trust Department, with a copy to State Street Bank and Trust Company,P.O. Box 778, Boston, Massachusetts 02102-0778, Attention:  Paul D. Allen, Corporate TrustDepartment.  Any notice, consent,direction, request, authorization, waiver or demand on or to any Securityholdershall be deemed to have been sufficiently given or made, for all purposes, ifgiven or made in writing at the address set forth in the Debenture Register.

 

**Section 14.5****.        GoverningLaw**.  This Indenture and each Debenture shall bedeemed to be a contract made under the law of the State of New York, and forall purposes shall be governed by and construed in accordance with the law ofsaid State, without regard to conflict of laws principles thereof.

 

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

 

Each certificate or opinionprovided for in this Indenture and delivered to the Trustee with respect tocompliance with a condition or covenant provided for in this Indenture shallinclude (1) a statement that the person making such certificate or opinionhas read such covenant or condition; (2) a brief statement as to the natureand scope of the examination or investigation upon which the statements oropinions contained in such certificate or opinion are based; (3) astatement that, in the opinion of such person, he has made such examination orinvestigation as is necessary to enable him to express an

 

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informed opinion as to whether or not suchcovenant or condition has been complied with; and (4) a statement as towhether or not in the opinion of such person, such condition or covenant hasbeen complied with.

 

**Section 14.7****.        Non-BusinessDays**.  In any case where the date of payment ofinterest on or principal of the Debentures will be a day that is not a BusinessDay, the payment of such interest on or principal of the Debentures need not bemade on such date but may be made on the next succeeding Business Day, exceptthat, if such Business Day is in the next succeeding calendar year, suchpayment shall be made on the immediately preceding Business Day, in each casewith the same force and effect as if made on the original date of payment, andno interest shall accrue for the period from and after such date.

 

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

 

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

 

**Section 14.10****.      Separability**.  Incase any one or more of the provisions contained in this Indenture or in theDebentures shall for any reason be held to be invalid, illegal or unenforceablein any respect, such invalidity, illegality or unenforceability shall notaffect any other provisions of this Indenture or of such Debentures, but thisIndenture and such Debentures shall be construed as if such invalid or illegalor unenforceable provision had never been contained herein or therein.

 

**Section 14.11****.      Assignment**.  TheCompany will have the right at all times to assign any of its rights orobligations under this Indenture to a direct or indirect wholly ownedSubsidiary of the Company, provided that, in the event of any such assignment,the Company will remain liable for all such obligations.  Subject to the foregoing, this Indenture isbinding upon and inures to the benefit of the parties hereto and theirrespective successors and assigns.  ThisIndenture may not otherwise be assigned by the parties hereto.

 

**Section 14.12****.      Acknowledgment of Rights**.  The Company agrees that, with respect to any Debentures held bythe Trust or the Institutional Trustee of the Trust, if the InstitutionalTrustee of the Trust fails to enforce its rights under this Indenture as theholder of Debentures held as the assets of such Trust after the holders of amajority in Liquidation Amount of the Capital Securities of such Trust have sodirected such Institutional Trustee, a holder of record of such CapitalSecurities may, to the fullest extent permitted by law, institute legalproceedings directly against the Company to enforce such InstitutionalTrustee’s rights under this Indenture without first instituting any legalproceedings against such trustee or any other Person.  Notwithstanding the foregoing, if an Event of Default hasoccurred and is continuing and such event is attributable to the failure of theCompany to pay interest (or premium, if any) or principal on the Debentures onthe date such interest (or premium, if any) or principal is otherwise payable(or in the case of redemption, on the redemption date), the Company agrees thata holder of record of Capital Securities of the Trust may directly institute aproceeding against the Company for enforcement of payment to such holderdirectly of the principal of (or premium, if any) or interest on the Debentureshaving an aggregate principal amount equal to the aggregate Liquidation Amountof the Capital Securities of such holder on or after the respective due datespecified in the Debentures.

 

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**ARTICLE XV****.SUBORDINATION OF DEBENTURES**

 

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

 

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

 

No provision of thisArticle XV shall prevent the occurrence of any default or Event of Defaulthereunder.

 

**Section 15.2****.        Default on Senior Indebtedness**.  In the event and during the continuation of any default by theCompany in the payment of principal, premium, interest or any other payment dueon any Senior Indebtedness of the Company following any grace period, or in theevent that the maturity of any Senior Indebtedness of the Company has beenaccelerated because of a default, then, in either case, no payment shall bemade by the Company with respect to the principal (including redemption andsinking fund payments) of, or premium, if any, or interest on the Debentures.

 

In the event that,notwithstanding the foregoing, any payment shall be received by the Trusteewhen such payment is prohibited by the preceding paragraph of thisSection 15.2, such payment shall, subject to Section 15.7, be held intrust for the benefit of, and shall be paid over or delivered to, the holdersof Senior Indebtedness or their respective representatives, or to the trusteeor trustees under any indenture pursuant to which any of such SeniorIndebtedness may have been issued, as their respective interests may appear,but only to the extent that the holders of the Senior Indebtedness (or theirrepresentative or representatives or a trustee) notify the Trustee in writingwithin 90 days of such payment of the amounts then due and owing on theSenior Indebtedness and only the amounts specified in such notice to the Trusteeshall be paid to the holders of Senior Indebtedness.

 

**Section 15.3****.        Liquidation, Dissolution, Bankruptcy**.  Upon any payment by the Company or distribution of assets of theCompany of any kind or character, whether in cash, property or securities, tocreditors upon any dissolution or winding-up or liquidation or reorganizationof the Company, whether voluntary or involuntary or in bankruptcy, insolvency,receivership or other proceedings, all amounts due upon all Senior Indebtednessof the Company shall first be paid in full, or payment thereof provided for inmoney in accordance with its terms, before any payment is made by the Company,on account of the principal (and premium, if any) or interest on theDebentures.  Upon any such dissolutionor winding-up or liquidation or reorganization, any payment by the Company, ordistribution of assets of the Company of any kind or character, whether incash, property or securities, which the Securityholders or the Trustee would beentitled to receive from the Company, except for the provisions of thisArticle XV, shall be paid by the Company, or by any receiver, trustee inbankruptcy, liquidating trustee, agent or other Person making such payment ordistribution, or by the Securityholders or by the Trustee under this Indentureif received by them or it, directly to the holders of Senior Indebtedness (*pro rata* to such holders on the basis ofthe respective amounts of Senior Indebtedness held by such holders, ascalculated by the Company) or their representative or representatives, or tothe trustee or trustees under any indenture pursuant to which any instrumentsevidencing such Senior Indebtedness may have been issued, as their respectiveinterests may appear, to the extent necessary to pay such Senior Indebtednessin full, in money or money’s worth, after giving effect to any concurrentpayment or distribution to or for the holders of

 

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such Senior Indebtedness, before any paymentor distribution is made to the Securityholders or to the Trustee.

 

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

 

For purposes of thisArticle XV, the words “cash, property or securities” shall not be deemedto include shares of stock of the Company as reorganized or readjusted, orsecurities of the Company or any other corporation provided for by a plan ofreorganization or readjustment, the payment of which is subordinated at leastto the extent provided in this Article XV with respect to the Debenturesto the payment of all Senior Indebtedness, that may at the time be outstanding,provided that (i) such Senior Indebtedness is assumed by the newcorporation, if any, resulting from any such reorganization or readjustment,and (ii) the rights of the holders of such Senior Indebtedness are not,without the consent of such holders, altered by such reorganization orreadjustment.  The consolidation of theCompany with, or the merger of the Company into, another corporation or theliquidation or dissolution of the Company following the conveyance or transferof its property as an entirety, or substantially as an entirety, to anothercorporation upon the terms and conditions provided for in Article X ofthis Indenture shall not be deemed a dissolution, winding-up, liquidation orreorganization for the purposes of this Section if such other corporationshall, as a part of such consolidation, merger, conveyance or transfer, complywith the conditions stated in Article X of this Indenture.  Nothing in Section 15.2 or in thisSection shall apply to claims of, or payments to, the Trustee under orpursuant to Section 6.6 of this Indenture.

 

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

 

Nothing contained in thisArticle XV or elsewhere in this Indenture or in the Debentures is intendedto or shall impair, as between the Company, its creditors other than theholders of Senior Indebtedness, and the holders of the Debentures, theobligation of the Company, which is absolute and unconditional, to pay to theholders of the Debentures the principal of (and premium, if any) and intereston the Debentures as and when the same shall become due and payable inaccordance with their terms, or is intended to or shall affect the relativerights of the holders of the Debentures and creditors of the

 

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Company, other than the holders of SeniorIndebtedness, nor shall anything herein or therein prevent the Trustee or theholder of any Debenture from exercising all remedies otherwise permitted byapplicable law upon default under this Indenture, subject to the rights, ifany, under this Article XV of the holders of such Senior Indebtedness inrespect of cash, property or securities of the Company, received upon theexercise of any such remedy.

 

Upon any payment ordistribution of assets of the Company referred to in this Article XV, theTrustee, subject to the provisions of Article VI of this Indenture, andthe Securityholders shall be entitled to conclusively rely upon any order ordecree made by any court of competent jurisdiction in which such dissolution,winding-up, liquidation or reorganization proceedings are pending, or acertificate of the receiver, trustee in bankruptcy, liquidation trustee, agentor other Person making such payment or distribution, delivered to the Trusteeor to the Securityholders, for the purposes of ascertaining the Personsentitled to participate in such distribution, the holders of SeniorIndebtedness and other indebtedness of the Company, the amount thereof orpayable thereon, the amount or amounts paid or distributed thereon and allother facts pertinent thereto or to this Article XV.

 

**Section 15.5****.        Trustee to Effectuate Subordination**.  Each Securityholder by such Securityholder’s acceptance thereofauthorizes and directs the Trustee on such Securityholder’s behalf to take suchaction as may be necessary or appropriate to effectuate the subordinationprovided in this Article XV and appoints the Trustee such Securityholder’sattorney-in-fact for any and all such purposes.

 

**Section 15.6****.        Noticeby the Company**.  The Company shall give prompt written noticeto a Responsible Officer of the Trustee at the Principal Office of the Trusteeof any fact known to the Company that would prohibit the making of any paymentof monies to or by the Trustee in respect of the Debentures pursuant to theprovisions of this Article XV. Notwithstanding the provisions of this Article XV or any otherprovision of this Indenture, the Trustee shall not be charged with knowledge ofthe existence of any facts that would prohibit the making of any payment ofmonies to or by the Trustee in respect of the Debentures pursuant to theprovisions of this Article XV, unless and until a Responsible Officer ofthe Trustee at the Principal Office of the Trustee shall have received writtennotice thereof from the Company or a holder or holders of Senior Indebtednessor from any trustee therefor; and before the receipt of any such writtennotice, the Trustee, subject to the provisions of Article VI of thisIndenture, shall be entitled in all respects to assume that no such factsexist; provided, however, that if the Trustee shall not havereceived the notice provided for in this Section at least 2 Business Daysprior to the date upon which by the terms hereof any money may become payablefor any purpose (including, without limitation, the payment of the principal of(or premium, if any) or interest on any Debenture), then, anything hereincontained to the contrary notwithstanding, the Trustee shall have full powerand authority to receive such money and to apply the same to the purposes forwhich they were received, and shall not be affected by any notice to thecontrary that may be received by it within 2 Business Days prior to such date.

 

The Trustee, subject to theprovisions of Article VI of this Indenture, shall be entitled toconclusively rely on the delivery to it of a written notice by a Personrepresenting himself to be a holder of Senior Indebtedness (or a trustee orrepresentative on behalf of such holder), to establish that such notice hasbeen given by a holder of such Senior Indebtedness or a trustee orrepresentative on behalf of any such holder or holders.  In the event that the Trustee determines ingood faith that further evidence is required with respect to the right of anyPerson as a holder of such Senior Indebtedness to participate in any payment ordistribution pursuant to this Article XV, the Trustee may request suchPerson to furnish evidence to the reasonable satisfaction of the Trustee as tothe amount of such Senior Indebtedness held by such Person, the extent to whichsuch Person is entitled to participate in such payment or distribution and anyother facts pertinent to the rights of such Person under this Article XV,and, if such evidence is

 

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not furnished, the Trustee may defer anypayment to such Person pending judicial determination as to the right of suchPerson to receive such payment.

 

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

 

With respect to the holdersof Senior Indebtedness, the Trustee undertakes to perform or to observe onlysuch of its covenants and obligations as are specifically set forth in thisArticle XV, and no implied covenants or obligations with respect to theholders of such Senior Indebtedness shall be read into this Indenture againstthe Trustee.  The Trustee shall not bedeemed to owe any fiduciary duty to the holders of such Senior Indebtednessand, subject to the provisions of Article VI of this Indenture, theTrustee shall not be liable to any holder of such Senior Indebtedness if itshall pay over or deliver to Securityholders, the Company or any other Personmoney or assets to which any holder of such Senior Indebtedness shall beentitled by virtue of this Article XV or otherwise.

 

Nothing in thisArticle XV shall apply to claims of, or payments to, the Trustee under orpursuant to Section 6.6.

 

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

 

Without in any way limitingthe generality of the foregoing paragraph, the holders of Senior Indebtednessmay, at any time and from time to time, without the consent of or notice to theTrustee or the Securityholders, without incurring responsibility to theSecurityholders and without impairing or releasing the subordination providedin this Article XV or the obligations hereunder of the holders of theDebentures to the holders of such Senior Indebtedness, do any one or more ofthe following:  (i) change themanner, place or terms of payment or extend the time of payment of, or renew oralter, such Senior Indebtedness, or otherwise amend or supplement in any mannersuch Senior Indebtedness or any instrument evidencing the same or any agreementunder which such Senior Indebtedness is outstanding; (ii) sell, exchange,release or otherwise deal with any property pledged, mortgaged or otherwisesecuring such Senior Indebtedness; (iii) release any Person liable in anymanner for the collection of such Senior Indebtedness; and (iv) exerciseor refrain from exercising any rights against the Company, and any otherPerson.

 

*signatures appear on the following  page*

 

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

 
|   | CAPITAL CORP OF THE WEST                                                                |
|--------|-----------------------------------------------------------------------------------------|
|   |                                                                                    |
|   |                                                                                    |
|   | By                                                                                      |   |   |
|   |                                                                                    | Name: |
|   |                                                                                    | Title: |
|   |                                                                                    |
|   |                                                                                    |
|   | STATE STREET BANK AND  TRUST COMPANY OF  CONNECTICUT, NATIONAL ASSOCIATION, as  Trustee |
|   |                                                                                    |
|   |                                                                                    |
|   | By                                                                                      |   |   |
|   |                                                                                    | Name: |
|   |                                                                                    | Title: |

 

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**FORM OF JUNIOR SUBORDINATED DEBENTURE**

 

[FORMOF FACE OF SECURITY]

 

THIS SECURITY HAS NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAW.  NEITHER THIS SECURITY NOR ANY INTEREST ORPARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCHREGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THEREGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TOOFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO THE COMPANY,(B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIEDINSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144ASO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A INACCORDANCE WITH RULE 144A, (C) TO A NON-U.S. PERSON IN AN OFFSHORETRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE)OF REGULATION S UNDER THE SECURITIES ACT, (D) 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 THISSECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONALACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOROFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIESACT, OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THEREGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S RIGHTPRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINIONOF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEMIN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THECOMPANY.  THE HOLDER OF THIS SECURITYAGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

 

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

 

10.20%Junior Subordinated Deferrable Interest Debenture

 

of

 

CAPITALCORP OF THE WEST

 

February 22,2001

 

Capital Corp of the West, aCalifornia corporation (the “Company” which term includes any successor Personunder the Indenture hereinafter referred to), for value received promises topay to State Street Bank and Trust Company of Connecticut, NationalAssociation, not in its individual capacity but solely as Institutional Trusteefor County Statutory Trust I (the “Holder”) or registered assigns, theprincipal sum of Six Million One Hundred and Eighty-six Thousand Dollars($6,186,000) on February 22, 2031, and to pay interest on said principalsum from February 22, 2001, or from the most recent interest payment date(each such date, an “Interest Payment Date”) to which interest has been paid orduly

 

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provided for, semi-annually (subject todeferral as set forth herein) in arrears on February 22 and August 22of each year commencing August 22, 2001, at an annual rate equal to 10.20%until the principal hereof shall have become due and payable, and on anyoverdue principal and (without duplication and to the extent that payment ofsuch interest is enforceable under applicable law) on any overdue installmentof interest at an annual rate equal to 10.20% compounded semi-annually.  The amount of interest payable on anyInterest Payment Date shall be computed on the basis of a 360-day year oftwelve 30-day months.  In the event thatany date on which interest is payable on the Debenture is not a Business Day,then payment of interest payable on such date will be made on the nextsucceeding day that is a Business Day (and without any interest or otherpayment in respect of any such delay), except that, if such Business Day is inthe next succeeding calendar year, such payment shall be made on theimmediately preceding Business Day, in each case with the same force and effectas if made on such date.  The interestinstallment so payable, and punctually paid or duly provided for, on anyInterest Payment Date will, as provided in the Indenture, be paid to the Personin whose name the Debenture (or one or more Predecessor Securities, as definedin said Indenture) is registered at the close of business on the Record Datefor such interest installment, which shall be the close of business on the 15thday next preceding such Interest Payment Date. Any such interest installment not punctually paid or duly provided forshall forthwith cease to be payable to the registered holders on such RecordDate and may be paid to the Person in whose name the Debenture (or one or morePredecessor Debentures) is registered at the close of business on a specialrecord date to be fixed by the Trustee for the payment of such defaultedinterest, notice whereof shall be given to the registered holders of theDebentures not less than 10 days prior to such special record date, all as morefully provided in the Indenture.  Theprincipal of and interest on the Debenture shall be payable at the office oragency of the Trustee (or other paying agent appointed by the Company)maintained for that purpose in any coin or currency of the United States ofAmerica that at the time of payment is legal tender for payment of public andprivate debts; provided, however, that payment of interest may bemade by check mailed to the registered holder at such address as shall appearin the Debenture Register if a request for a wire transfer by such holder hasnot been received by the Company or by wire transfer to an accountappropriately designated by the holder hereof. Notwithstanding the foregoing, so long as the holder of the Debenture isthe Institutional Trustee, the payment of the principal of and interest on theDebenture will be made in immediately available funds at such place and to suchaccount as may be designated by the Trustee.

 

So long as no Event ofDefault has occurred and is continuing, the Company shall have the right, fromtime to time, and without causing an Event of Default, to defer payments ofinterest on the Debentures by extending the interest payment period on theDebentures at any time and from time to time during the term of the Debentures,for up to 10 consecutive semi-annual periods (each such extended interestpayment period, an “Extension Period”), during which Extension Period nointerest shall be due and payable.  NoExtension Period may end on a date other than an Interest Payment Date.  At the end of any such Extension Period theCompany shall pay all interest then accrued and unpaid on the Debentures(together with Additional Interest thereon); provided, however,that no Extension Period may extend beyond the Maturity Date; providedfurther,however, that during any such Extension Period, the Company shall notand shall not permit any Affiliate to (i) declare or pay any dividends ordistributions on, or redeem, purchase, acquire, or make a liquidation paymentwith respect to, any of the Company’s or such Affiliate’s capital stock (otherthan payments of dividends or distributions to the Company) or make anyguarantee payments with respect to the foregoing or (ii) make any paymentof principal of or interest or premium, if any, on or repay, repurchase orredeem any debt securities of the Company or any Affiliate that rank pari passuin all respects with or junior in interest to the Debentures (other than, withrespect to clauses (i) and (ii) above, (a) repurchases, redemptions orother acquisitions of shares of capital stock of the Company in connection withany employment contract, benefit plan or other similar arrangement with or forthe benefit of one or more employees, officers, directors or consultants, inconnection with a dividend reinvestment or stockholder stock purchase plan orin connection with the issuance of capital stock of the Company (or securitiesconvertible into or exercisable for such capital stock) as consideration

 

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in an acquisition transaction entered intoprior to the applicable Extension Period, (b) as a result of any exchangeor conversion of any class or series of the Company’s capital stock (or anycapital stock of a subsidiary of the Company) for any class or series of theCompany’s capital stock or of any class or series of the Company’s indebtednessfor any class or series of the Company’s capital stock, (c) the purchaseof fractional interests in shares of the Company’s capital stock pursuant tothe conversion or exchange provisions of such capital stock or the securitybeing converted or exchanged, (d) any declaration of a dividend in connectionwith any stockholder’s rights plan, or the issuance of rights, stock or otherproperty under any stockholder’s rights plan, or the redemption or repurchaseof rights pursuant thereto, (e) any dividend in the form of stock,warrants, options or other rights where the dividend stock or the stockissuable upon exercise of such warrants, options or other rights is the samestock as that on which the dividend is being paid or ranks *pari passu*with or junior to such stockand any cash payments in lieu of fractional shares issued in connectiontherewith, or (f) payments under the Capital Securities Guarantee).  Prior to the termination of any ExtensionPeriod, the Company may further extend such period, provided that such periodtogether with all such previous and further consecutive extensions thereofshall not exceed 10 consecutive semi-annual periods, or extend beyond theMaturity Date.  Upon the termination ofany Extension Period and upon the payment of all accrued and unpaid interestand Additional Interest, the Company may commence a new Extension Period,subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during anExtension Period, except at the end thereof, but each installment of interestthat would otherwise have been due and payable during such Extension Periodshall bear Additional Interest.  TheCompany must give the Trustee notice of its election to begin such ExtensionPeriod at least 5 Business Days prior to the earlier of (i) the dateinterest on the Debentures would have been payable except for the election tobegin such Extension Period or (ii) the date such interest is payable, butin any event not less than 5 Business Days prior to such record date.

 

The indebtedness evidencedby the Debenture is, to the extent provided in the Indenture, subordinate andjunior in right of payment to the prior payment in full of all SeniorIndebtedness, and the Debenture is issued subject to the provisions of theIndenture with respect thereto.  Eachholder of the Debenture, by accepting the same, (a) agrees to and shall bebound by such provisions, (b) authorizes and directs the Trustee on his orher behalf to take such action as may be necessary or appropriate toacknowledge or effectuate the subordination so provided and (c) appointsthe Trustee his or her attorney-in-fact for any and all such purposes.  Each holder hereof, by his or her acceptancehereof, hereby waives all notice of the acceptance of the subordinationprovisions contained herein and in the Indenture by each holder of SeniorIndebtedness, whether now outstanding or hereafter incurred, and waivesreliance by each such holder upon said provisions.

 

The Debenture shall not beentitled to any benefit under the Indenture hereinafter referred to, be validor become obligatory for any purpose until the certificate of authenticationhereon shall have been signed by or on behalf of the Trustee.

 

Capitalized terms used andnot defined in the Debenture shall have the meanings assigned in the Indenturedated as of the date of the Debenture between the Trustee and the Company.

 

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IN WITNESS WHEREOF, theCompany has duly executed this certificate.

 
|   | CAPITAL CORP OF THE WEST |
|--------|--------------------------|
|   |                     |
|   |                     |
|   | By                       |   |   |
|   |                     | Name: |
|   |                     | Title: |

 

 

CERTIFICATEOF AUTHENTICATION

 

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

 
|   | State Street Bank and  Trust Company of Connecticut,  National Association, as Trustee |
|--------|----------------------------------------------------------------------------------------|
|   |                                                                                   |
|   |                                                                                   |
|   | By:                                                                                    |   |   |
|   |                                                                                   | Authorized Officer |

 

 

A-1-4

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