**Exhibit4.2**

 

 

 

**AMENDED AND RESTATED DECLARATIONOF TRUST**

 

**by and among**

 

**STATE STREET BANK AND TRUST COMPANYOF CONNECTICUT, NATIONAL ASSOCIATION,**

**as Institutional Trustee,**

 

**CAPITAL CORP OF THE WEST,**

**as Sponsor,**

 

**and**

**ROGER DALE MCKINNEY and JANEY CABRAL**

**as Administrators,**

 

**Dated as of February 22, 2001**

 

 

 

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**TABLE OF CONTENTS**

 
| ARTICLE I INTERPRETATION AND DEFINITIONS             |
|------------------------------------------------------|
|                                                 | Section 1.1. | Definitions. |
|                                                 |   |   |
| ARTICLE II ORGANIZATION 7                            |
|                                                 | Section 2.1. | Name. |
|                                                 | Section 2.2. | Office. |
|                                                 | Section 2.3. | Purpose. |
|                                                 | Section 2.4. | Authority. |
|                                                 | Section  2.5. | Title to Property of  the Trust. |
|                                                 | Section 2.6. | Powers and Duties of the Institutional  Trustee and the Administrators. |
|                                                 | Section  2.7. | Prohibition  of Actions by the Trust and the Institutional Trustee. |
|                                                 | Section  2.8. | Powers  and Duties of the Institutional Trustee. |
|                                                 | Section 2.9. | Certain  Duties and Responsibilities of the Institutional Trustee and Administrators. |
|                                                 | Section 2.10. | Certain Rights  of Institutional Trustee. |
|                                                 | Section  2.11. | Execution  of Documents. |
|                                                 | Section 2.12. | Not  Responsible for Recitals or Issuance of Securities. |
|                                                 | Section 2.13. | Duration  of Trust. |
|                                                 | Section 2.14. | Mergers. |
|                                                 |   |   |
| ARTICLE III SPONSOR                                  |
|                                                 | Section 3.1. | Sponsor’s  Purchase of Common Securities. |
|                                                 | Section  3.2. | Responsibilities of  the Sponsor. |
|                                                 | Section 3.3. | Expenses. |
|                                                 | Section 3.4. | Right to  Proceed. |
|                                                 |   |   |
| ARTICLE IV INSTITUTIONAL TRUSTEE AND  ADMINISTRATORS |
|                                                 | Section  4.1. | Institutional Trustee;  Eligibility. |
|                                                 | Section 4.2. | Administrators. |
|                                                 | Section 4.3. | Appointment,  Removal and Resignation of Institutional Trustee and Administrators. |
|                                                 | Section  4.4. | Institutional Trustee  Vacancies. |
|                                                 | Section 4.5. | Effect  of Vacancies. |
|                                                 | Section 4.6. | Meetings  of the Institutional Trustee and the Administrators. |
|                                                 | Section 4.7. | Delegation  of Power. |
|                                                 | Section 4.8. | Conversion,  Consolidation or Succession to Business. |
|                                                 |   |   |
| ARTICLE V DISTRIBUTIONS                              |
|                                                 | Section 5.1. | Distributions. |
|                                                 |   |   |
| ARTICLE VI ISSUANCE OF SECURITIES                    |
|                                                 | Section 6.1. | General  Provisions Regarding Securities. |
|                                                 | Section 6.2. | Paying  Agent, Transfer Agent and Registrar. |
|                                                 | Section 6.3. | Form and  Dating. |
|                                                 | Section  6.4. | Mutilated,  Destroyed, Lost or Stolen Certificates. |
|                                                 | Section 6.5. | Temporary  Securities. |
|                                                 | Section 6.6. | Cancellation. |

 

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|                                                                                          | Section  6.7.  | Rights of  Holders; Waivers of Past Defaults.                      |
|-----------------------------------------------------------------------------------------------|----------------|--------------------------------------------------------------------|
|                                                                                          |           |                                                               |
| ARTICLE VII DISSOLUTION AND  TERMINATION OF TRUST                                             |
|                                                                                          | Section  7.1.  | Dissolution and  Termination of Trust.                             |
|                                                                                          |           |                                                               |
| ARTICLE VIII TRANSFER OF INTERESTS                                                            |
|                                                                                          | Section 8.1.   | General.                                                           |
|                                                                                          | Section  8.2.  | Transfer  Procedures and Restrictions.                             |
|                                                                                          | Section  8.3.  | Deemed  Security Holders.                                          |
|                                                                                          |           |                                                               |
| ARTICLE IX LIMITATION OF LIABILITY OF  HOLDERS OF SECURITIES, INSTITUTIONAL TRUSTEE OR OTHERS |
|                                                                                          | Section 9.1.   | Liability.                                                         |
|                                                                                          | Section 9.2.   | Exculpation.                                                       |
|                                                                                          | Section 9.3.   | Fiduciary Duty.                                                    |
|                                                                                          | Section 9.4.   | Indemnification.                                                   |
|                                                                                          | Section 9.5.   | Outside  Businesses.                                               |
|                                                                                          | Section 9.6.   | Compensation;  Fee.                                                |
|                                                                                          |           |                                                               |
| ARTICLE X ACCOUNTING                                                                          |
|                                                                                          | Section 10.1.  | Fiscal Year.                                                       |
|                                                                                          | Section  10.2. | Certain Accounting Matters.                                        |
|                                                                                          | Section 10.3.  | Banking.                                                           |
|                                                                                          | Section 10.4.  | Withholding.                                                       |
|                                                                                          |           |                                                               |
| ARTICLE XI AMENDMENTS AND MEETINGS                                                            |
|                                                                                          | Section 11.1.  | Amendments.                                                        |
|                                                                                          | Section 11.2.  | Meetings  of the Holders of Securities; Action by Written Consent. |
|                                                                                          |           |                                                               |
| ARTICLE XII REPRESENTATIONS OF  INSTITUTIONAL TRUSTEE                                         |
|                                                                                          | Section 12.1.  | Representations  and Warranties of Institutional Trustee.          |
|                                                                                          |           |                                                               |
| ARTICLE XIII MISCELLANEOUS                                                                    |
|                                                                                          | Section 13.1.  | Notices.                                                           |
|                                                                                          | Section 13.2.  | Governing Law.                                                     |
|                                                                                          | Section  13.3. | Intention of the Parties.                                          |
|                                                                                          | Section 13.4.  | Headings.                                                          |
|                                                                                          | Section  13.5. | Successors  and Assigns.                                           |
|                                                                                          | Section  13.6. | Partial  Enforceability.                                           |
|                                                                                          | Section 13.7.  | Counterparts.                                                      |

 

 
| Annex I     | Terms of Securities                   |
|-------------|---------------------------------------|
| Exhibit A-I | Form of Capital  Security Certificate |
| Exhibit A-2 | Form of Common Security  Certificate  |
| Exhibit B   | Specimen of Initial  Debenture        |
| Exhibit C   | Placement Agreement                   |

 

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**AMENDED AND RESTATED**

 

**DECLARATION OF TRUST**

 

**OF**

 

**COUNTY STATUTORY TRUST I**

 

**February 22, 2001**

 

AMENDED AND RESTATED DECLARATION OF TRUST (“Declaration”)dated and effective as of February 22, 2001, by the Institutional Trustee(as defined herein), the Administrators (as defined herein), the Sponsor (asdefined herein) and by the holders, from time to time, of undivided beneficialinterests in the Trust (as defined herein) to be issued pursuant to thisDeclaration;

 

WHEREAS, the Institutional Trustee, the Administratorsand the Sponsor established County Statutory Trust I (the “Trust”), astatutory trust under the Connecticut Statutory Trust Act pursuant to aDeclaration of Trust dated as of January 23, 2001 (the “OriginalDeclaration”), and a Certificate of Trust filed with the Secretary of Stateof the State of Connecticut on January 24, 2001, for the sole purpose ofissuing and selling certain securities representing undivided beneficial interestsin the assets of the Trust and investing the proceeds thereof in certaindebentures of the Debenture Issuer (as defined herein);

 

WHEREAS, as of the date hereof, no interests in theTrust have been issued; and

 

WHEREAS, the Institutional Trustee, the Administratorsand the Sponsor, by this Declaration, amend and restate each and every term andprovision of the Original Declaration;

 

NOW, THEREFORE, it being the intention of the partieshereto to continue the Trust as a statutory trust under the Statutory Trust Act(as defined herein) and that this Declaration constitutes the governinginstrument of such statutory trust, the Institutional Trustee declares that allassets contributed to the Trust will be held in trust for the benefit of theholders, from time to time, of the securities representing undivided beneficialinterests in the assets of the Trust issued hereunder, subject to theprovisions of this Declaration.  Theparties hereto hereby agree as follows:

 

# **ARTICLE I**

# ** **

# **INTERPRETATIONAND DEFINITIONS**

# ** **

**Section 1.1.           Definitions. **Unless the contextotherwise requires:

 

### (a)   Capitalized terms used inthis Declaration but not defined in the preamble above have the respectivemeanings assigned to them in this Section 1.1;

 

### (b)   a term defined anywhere inthis Declaration has the same meaning throughout;

 

### (c)   all references to “theDeclaration” or “this Declaration” are to this Declaration as modified,supplemented or amended from time to time;

 

### (d)   all references in thisDeclaration to Articles and Sections and Annexes and Exhibits are to Articlesand Sections of and Annexes and Exhibits to this Declaration unless otherwisespecified; and

 

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### (e)   a reference to the singularincludes the plural and vice versa.

 

“Additional Interest” has the meaning set forthin the Indenture.

 

“Administrators” means each of Roger DaleMcKinney and Janey Cabral, solely in such Person’s capacity as Administrator ofthe Trust created and continued hereunder and not in such Person’s individualcapacity, or such Administrator’s successor in interest in such capacity, orany successor appointed as herein provided.

 

“Affiliate” has the same meaning as given tothat term in Rule 405 of the Securities Act or any successor rulethereunder.

 

“Authorized Officer” of a Person means anyPerson that is authorized to bind such Person.

 

“Bankruptcy Event” means, with respect to anyPerson:

 

(a)           acourt having jurisdiction in the premises shall enter a decree or order forrelief in respect of such Person in an involuntary case under any applicablebankruptcy, insolvency or other similar law now or hereafter in effect, orappointing a receiver, liquidator, assignee, custodian, trustee, sequestrator(or similar official) of such Person or for any substantial part of itsproperty, or ordering the winding-up or liquidation of its affairs and suchdecree or order shall remain unstayed and in effect for a period of90 consecutive days; or

 

(b)           suchPerson shall commence a voluntary case under any applicable bankruptcy,insolvency or other similar law now or hereafter in effect, shall consent tothe entry of an order for relief in an involuntary case under any such law, orshall consent to the appointment of or taking possession by a receiver,liquidator, assignee, trustee, custodian, sequestrator (or other similarofficial) of such Person of any substantial part of its property, or shall makeany general assignment for the benefit of creditors, or shall fail generally topay its debts as they become due.

 

“Business Day” means any day other thanSaturday, Sunday or any other day on which banking institutions in New YorkCity or Hartford, Connecticut are permitted or required by any applicable lawto close.

 

“Capital Securities” has the meaning set forthin Section 6.1(a).

 

“Capital Security Certificate” means adefinitive Certificate in fully registered form representing a Capital Securitysubstantially in the form of Exhibit A-1.

 

“Capital Treatment Event” has the meaning setforth in paragraph 4(a) of Annex I.

 

“Certificate” means any certificate evidencingSecurities.

 

“Closing Date” has the meaning set forth in thePlacement Agreement.

 

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

 

“Commission” means the Securities and ExchangeCommission.

 

“Common Securities” has the meaning set forthin Section 6.1(a).

 

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“Common Security Certificate” means adefinitive Certificate in fully registered form representing a Common Securitysubstantially in the form of Exhibit A-2.

 

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

 

“Comparable Treasury Issue” has the meaning setforth in paragraph 4(a) of Annex I.

 

“Comparable Treasury Price” has the meaning setforth in paragraph 4(a) of Annex I.

 

“Corporate Trust Office” means the office ofthe Institutional Trustee at which the corporate trust business of theInstitutional Trustee shall, at any particular time, be principallyadministered, which office at the date of execution of this Declaration islocated at 225 Asylum Street, Goodwin Square, Hartford, Connecticut.

 

“Coupon Rate” has the meaning set forth inparagraph 2(a) of Annex I.

 

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

 

“Creditor” has the meaning set forth inSection 3.3.

 

“Debenture Issuer” means Capital Corp of theWest, a California corporation, in its capacity as issuer of the Debenturesunder the Indenture.

 

“Debenture Trustee” means State Street Bank andTrust Company of Connecticut, National Association, as trustee under theIndenture until a successor is appointed thereunder, and thereafter means suchsuccessor trustee.

 

“Debentures” means the 10.20% JuniorSubordinated Deferrable Interest Debentures due 2031 to be issued by theDebenture Issuer under the Indenture.

 

“Defaulted Interest” has the meaning set forthin the Indenture.

 

“Direct Action” has the meaning set forth inSection 2.8(d).

 

“Distribution” means a distribution payable toHolders of Securities in accordance with Section 5.1.

 

“Distribution Payment Date” has the meaning setforth in paragraph 2(b) of Annex I.

 

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

 

(a)           theoccurrence of an Indenture Event of Default; or

 

(b)           defaultby the Trust in the payment of any Redemption Price of any Security when itbecomes due and payable; or

 

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(c)           defaultin the performance, or breach, in any material respect, of any covenant orwarranty of the Trustees in this Declaration (other than those specified inclause (a) or (b) above) and continuation of such default or breach for aperiod of 60 days after there has been given, by registered or certifiedmail to the Trustees and to the Sponsor by the Holders of at least 25% inaggregate liquidation amount of the outstanding Capital Securities a writtennotice specifying such default or breach and requiring it to be remedied andstating that such notice is a “Notice of Default” hereunder; or

 

(d)           theoccurrence of a Bankruptcy Event with respect to the Institutional Trustee if asuccessor Institutional Trustee has not been appointed within 90 daysthereof.

 

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

 

“Extension Period” has the meaning set forth inparagraph 2(b) of Annex I.

 

“Federal Reserve” has the meaning set forth inparagraph 3 of Annex I.

 

“Fiduciary Indemnified Person” shall mean theInstitutional Trustee, any Affiliate of the Institutional Trustee and anyofficers, directors, shareholders, members, partners, employees,representatives, custodians, nominees or agents of the Institutional Trustee.

 

“Fiscal Year” has the meaning set forth inSection 10.1.

 

“Guarantee” means the guarantee agreement to bedated as of the Closing Date, of the Sponsor in respect of the CapitalSecurities.

 

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

 

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

 

“Indenture” means the Indenture dated as of theClosing Date, between the Debenture Issuer and the Debenture Trustee, and anyindenture supplemental thereto pursuant to which the Debentures are to beissued, as such Indenture and any supplemental indenture may be amended, supplementedor otherwise modified from time to time.

 

“Indenture Event of Default” means an “Event ofDefault” as defined in the Indenture.

 

“Institutional Trustee” means the Trusteemeeting the eligibility requirements set forth in Section 4.1.

 

“Interest” means any interest due on theDebentures including any Additional Interest and Defaulted Interest.

 

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

 

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

 

“Investment Company Event” has the meaning setforth in paragraph 4(a) of Annex I.

 

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“Legal Action” has the meaning set forth inSection 2.8(d).

 

“Liquidation” has the meaning set forth inparagraph 3 of Annex I.

 

“Liquidation Distribution” has the meaning setforth in paragraph 3 of Annex I.

 

“Majority in liquidation amount of the Securities”means Holder(s) of outstanding Securities voting together as a single class or,as the context may require, Holders of outstanding Capital Securities orHolders of outstanding Common Securities voting separately as a class, who arethe record owners of more than 50% of the aggregate liquidation amount (includingthe stated amount that would be paid on redemption, liquidation or otherwise,plus accrued and unpaid Distributions to the date upon which the votingpercentages are determined) of all outstanding Securities of the relevantclass.

 

“Officers’ Certificates” means, with respect toany Person, a certificate signed by two Authorized Officers of suchPerson.  Any Officers’ Certificatedelivered with respect to compliance with a condition or covenant providing forit in this Declaration shall include:

 

(a)           astatement that each officer signing the Certificate has read the covenant orcondition and the definitions relating thereto;

 

(b)           abrief statement of the nature and scope of the examination or investigationundertaken by each officer in rendering the Certificate;

 

(c)           astatement that each such officer has made such examination or investigation as,in such officer’s opinion, is necessary to enable such officer to express aninformed opinion as to whether or not such covenant or condition has beencomplied with; and

 

(d)           astatement as to whether, in the opinion of each such officer, such condition orcovenant has been complied with.

 

“Paying Agent” has the meaning specified inSection 6.2.

 

“Payment Amount” has the meaning set forth inSection 5.1.

 

“Person” means a legal person, including anyindividual, corporation, estate, partnership, joint venture, association, jointstock company, limited liability company, trust, unincorporated association, orgovernment or any agency or political subdivision thereof, or any other entityof whatever nature.

 

“Placement Agreement” means the PlacementAgreement relating to the offering and sale of Capital Securities in the formof Exhibit C.

 

“Primary Treasury Dealer” has the meaning setforth in paragraph 4(a) of Annex I.

 

“Property Account” has the meaning set forth inSection 2.8(c).

 

“Pro Rata” has the meaning set forth inparagraph 8 of Annex I.

 

“Quorum” means a majority of the Administratorsor, if there are only two Administrators, both of them.

 

“Quotation Agent” has the meaning set forth inparagraph 4(a) of Annex I.

 

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“Redemption/Distribution Notice” has themeaning set forth in paragraph 4(e) of Annex I.

 

“Redemption Price” has the meaning set forth inparagraph 4(a) of Annex I.

 

“Registrar” has the meaning set forth inSection 6.2.

 

“Reference Treasury Dealer” has the meaning setforth in paragraph 4(a) of Annex I.

 

“Reference Treasury Dealer Quotations” has themeaning set forth in paragraph 4(a) of Annex I.

 

“Remaining Life” has the meaning set forth inparagraph 4(a) of Annex I.

 

“Responsible Officer” means, with respect tothe Institutional Trustee, any officer within the Corporate Trust Office of theInstitutional Trustee, including any vice-president, any assistantvice-president, any assistant secretary, the treasurer, any assistanttreasurer, any trust officer or other officer of the Corporate Trust Office ofthe Institutional Trustee customarily performing functions similar to thoseperformed by any of the above designated officers and also means, with respectto a particular corporate trust matter, any other officer to whom such matteris referred because of that officer’s knowledge of and familiarity with theparticular subject.

 

“Restricted Securities Legend” has the meaningset forth in Section 8.2(b).

 

“Rule 3a-5” means Rule 3a-5 under theInvestment Company Act.

 

“Rule 3a-7” means Rule 3a-7 under theInvestment Company Act.

 

“Securities” means the Common Securities andthe Capital Securities.

 

“Securities Act” means the Securities Act of1933, as amended from time to time, or any successor legislation.

 

“Special Event” has the meaning set forth inparagraph 4(a) of Annex I.

 

“Special Redemption Date” has the meaning setforth in paragraph 4(a) of Annex I.

 

“Special Redemption Price” has the meaning setforth in paragraph 4(a) of Annex I.

 

“Sponsor” means Capital Corp of the West, aCalifornia corporation, or any successor entity in a merger, consolidation oramalgamation, in its capacity as sponsor of the Trust.

 

“Statutory Trust Act” means Chapter 615 ofTitle 34 of the Connecticut General Statutes, Sections 500, et seq. as may beamended from time to time.

 

“Successor Entity” has the meaning set forth inSection 2.14(b).

 

“Successor Institutional Trustee” has themeaning set forth in Section 4.3(a).

 

“Successor Securities” has the meaning setforth in Section 2.14(b).

 

“Super Majority” has the meaning set forth inparagraph 5(b) of Annex I.

 

“Tax Event” has the meaning set forth inparagraph 4(a) of Annex I.

 

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“10% in liquidation amount of the Securities”means Holder(s) of outstanding Securities voting together as a single class or,as the context may require, Holders of outstanding Capital Securities orHolders of outstanding Common Securities voting separately as a class, who arethe record owners of 10% or more of the aggregate liquidation amount (includingthe stated amount that would be paid on redemption, liquidation or otherwise,plus accrued and unpaid Distributions to the date upon which the votingpercentages are determined) of all outstanding Securities of the relevantclass.

 

“Transfer Agent” has the meaning set forth inSection 6.2.

 

“Treasury Rate” has the meaning set forth inparagraph 4(a) of Annex I.

 

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

 

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

 

“U.S. Person” means a United States Person asdefined in Section 7701(a)(30) of the Code.

 

# **ARTICLE II**

# ** **

# **ORGANIZATION**

# ** **

**Section 2.1.           Name. **The Trust is named “CountyStatutory Trust I,” as such name may be modified from time to time by theAdministrators following written notice to the Holders of the Securities.  The Trust’s activities may be conductedunder the name of the Trust or any other name deemed advisable by theAdministrators.

 

**Section 2.2.           Office. **The address of theprincipal office of the Trust is c/o State Street Bank and Trust Company ofConnecticut, National Association, 225 Asylum Street, Goodwin Square,Hartford, Connecticut 06103.  On at least10 Business Days written notice to the Holders of the Securities, theAdministrators may designate another principal office, which shall be in astate of the United States or in the District of Columbia.

 

**Section 2.3.           Purpose.**  The exclusive purposes and functionsof the Trust are (a) to issue and sell the Securities representingundivided beneficial interests in the assets of the Trust, (b) to investthe gross proceeds from such sale to acquire the Debentures, (c) tofacilitate direct investment in the assets of the Trust through issuance of theCommon Securities and the Capital Securities and (d) except as otherwiselimited herein, to engage in only those other activities necessary orincidental thereto.  The Trust shall notborrow money, issue debt or reinvest proceeds derived from investments, pledgeany of its assets, or otherwise undertake (or permit to be undertaken) anyactivity that would cause the Trust not to be classified for United Statesfederal income tax purposes as a grantor trust.

 

**Section 2.4.           Authority.**  Except as specifically provided inthis Declaration, the Institutional Trustee shall have exclusive and completeauthority to carry out the purposes of the Trust.  An action taken by the Institutional Trustee in accordance withits powers shall constitute the act of and serve to bind the Trust.  In dealing with the Institutional Trusteeacting on behalf of the Trust, no Person shall be required to inquire into theauthority of the Institutional Trustee to bind the Trust.  Persons dealing with

 

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the Trust are entitled torely conclusively on the power and authority of the Institutional Trustee asset forth in this Declaration.  TheAdministrators shall have only those ministerial duties set forth herein withrespect to accomplishing the purposes of the Trust and are not intended to betrustees or fiduciaries with respect to the Trust or the Holders.  The Institutional Trustee shall have theright, but shall not be obligated except as provided in Section 2.6, toperform those duties assigned to the Administrators.

 

**Section 2.5.           Titleto Property of the Trust.** Except as provided in Section 2.8 with respect to the Debenturesand the Property Account or as otherwise provided in this Declaration, legaltitle to all assets of the Trust shall be vested in the Trust.  The Holders shall not have legal title toany part of the assets of the Trust, but shall have an undivided beneficialinterest in the assets of the Trust.

 

**Section 2.6****.           Powers and Duties of theInstitutional Trustee and the Administrators.**

** **

### (a)   The Institutional Trusteeand the Administrators shall conduct the affairs of the Trust in accordancewith the terms of this Declaration. Subject to the limitations set forth in paragraph (b) of thisSection, and in accordance with the following provisions (i) and (ii), theInstitutional Trustee and the Administrators shall have the authority to enterinto all transactions and agreements determined by the Institutional Trustee tobe appropriate in exercising the authority, express or implied, otherwisegranted to the Institutional Trustee or the Administrators, as the case may be,under this Declaration, and to perform all acts in furtherance thereof,including without limitation, the following:

 

#### (i)            EachAdministrator shall have the power and authority to act on behalf of the Trustwith respect to the following matters:

 

##### (A)  the issuance and sale of theSecurities;

 

##### (B)  to cause the Trust to enter into, andto execute and deliver on behalf of the Trust, such agreements as may benecessary or desirable in connection with the purposes and function of theTrust, including agreements with the Paying Agent;

 

##### (C)  ensuring compliance with the SecuritiesAct, applicable state securities or blue sky laws;

 

##### (D)  the sending of notices (other thannotices of default), and other information regarding the Securities and theDebentures to the Holders in accordance with this Declaration;

 

##### (E)  the consent to the appointment of aPaying Agent, Transfer Agent and Registrar in accordance with this Declaration,which consent shall not be unreasonably withheld or delayed;

 

##### (F)  execution and delivery of theSecurities in accordance with this Declaration;

 

##### (G)  execution and delivery of closingcertificates pursuant to the Placement Agreement and the application for ataxpayer identification number;

 

##### (H)  unless otherwise determined by theHolders of a Majority in liquidation amount of the Securities or as otherwiserequired by the Statutory Trust Act, to execute on behalf of the Trust (eitheracting alone or together with any or all of the Administrators) any documentsthat the Administrators have the power to execute pursuant to this Declaration;

 

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##### (I)  the taking of any action incidental tothe foregoing as the Institutional Trustee may from time to time determine isnecessary or advisable to give effect to the terms of this Declaration for thebenefit of the Holders (without consideration of the effect of any such actionon any particular Holder);

 

##### (J)  to establish a record date with respectto all actions to be taken hereunder that require a record date be established,including Distributions, voting rights, redemptions and exchanges, and to issuerelevant notices to the Holders of Capital Securities and Holders of CommonSecurities as to such actions and applicable record dates; and

 

##### (K)  to duly prepare and file all applicabletax returns and tax information reports that are required to be filed withrespect to the Trust on behalf of the Trust.

 

#### (ii)           Asamong the Institutional Trustee and the Administrators, the InstitutionalTrustee shall have the power, duty and authority to act on behalf of the Trustwith respect to the following matters:

 

##### (A)  the establishment of the PropertyAccount;

 

##### (B)  the receipt of the Debentures;

 

##### (C)  the collection of interest, principaland any other payments made in respect of the Debentures in the PropertyAccount;

 

##### (D)  the distribution through the PayingAgent of amounts owed to the Holders in respect of the Securities;

 

##### (E)  the exercise of all of the rights,powers and privileges of a holder of the Debentures;

 

##### (F)  the sending of notices of default andother information regarding the Securities and the Debentures to the Holders inaccordance with this Declaration;

 

##### (G)  the distribution of the Trust Propertyin accordance with the terms of this Declaration;

 

##### (H)  to the extent provided in thisDeclaration, the winding up of the affairs of and liquidation of the Trust andthe preparation, execution and filing of the certificate of cancellation withthe Secretary of State of the State of Connecticut;

 

##### (I)  after any Event of Default (providedthat such Event of Default is not by or with respect to the InstitutionalTrustee) the taking of any action incidental to the foregoing as theInstitutional Trustee may from time to time determine is necessary or advisableto give effect to the terms of this Declaration and protect and conserve theTrust Property for the benefit of the Holders (without consideration of theeffect of any such action on any particular Holder); and

 

##### (J)  to take all action that may benecessary for the preservation and the continuation of the Trust’s validexistence, rights, franchises and privileges as a statutory trust under thelaws of the State of Connecticut and of each other jurisdiction in which

 

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##### such existence isnecessary to protect the limited liability of the Holders of the CapitalSecurities or to enable the Trust to effect the purposes for which the Trustwas created.

 

#### (iii)          TheInstitutional Trustee shall have the power and authority to act on behalf ofthe Trust with respect to any of the duties, liabilities, powers or theauthority of the Administrators set forth in Section 2.6(a)(i)(D), (E) and(F) herein but shall not have a duty to do any such act unless specificallyrequested to do so in writing by the Sponsor, and shall then be fully protectedin acting pursuant to such written request; and in the event of a conflictbetween the action of the Administrators and the action of the InstitutionalTrustee, the action of the Institutional Trustee shall prevail.

 

### (b)   So long as this Declarationremains in effect, the Trust (or the Institutional Trustee or Administratorsacting on behalf of the Trust) shall not undertake any business, activities ortransaction except as expressly provided herein or contemplated hereby. Inparticular, neither the Institutional Trustee nor the Administrators may causethe Trust to (i) acquire any investments or engage in any activities notauthorized by this Declaration, (ii) sell, assign, transfer, exchange,mortgage, pledge, set-off or otherwise dispose of any of the Trust Property orinterests therein, including to Holders, except as expressly provided herein,(iii) take any action that would reasonably be expected (x) to cause theTrust to fail or cease to qualify as a “grantor trust” for United Statesfederal income tax purposes or (y) to require the trust to register as anInvestment Company under the Investment Company Act, (iv) incur anyindebtedness for borrowed money or issue any other debt or (v) take orconsent to any action that would result in the placement of a lien on any ofthe Trust Property.  The InstitutionalTrustee shall, at the sole cost and expense of the Trust, defend all claims anddemands of all Persons at any time claiming any lien on any of the TrustProperty adverse to the interest of the Trust or the Holders in their capacityas Holders.

 

### (c)   In connection with theissuance and sale of the Capital Securities, the Sponsor shall have the rightand responsibility to assist the Trust with respect to, or effect on behalf ofthe Trust, the following (and any actions taken by the Sponsor in furtheranceof the following prior to the date of this Declaration are hereby ratified andconfirmed in all respects):

 

#### (i)            thetaking of any action necessary to obtain an exemption from the Securities Act;

 

#### (ii)           thedetermination of the States in which to take appropriate action to qualify orregister for sale all or part of the Capital Securities and the determinationof any and all such acts, other than actions which must be taken by or onbehalf of the Trust, and the advice to the Administrators of actions they must takeon behalf of the Trust, and the preparation for execution and filing of anydocuments to be executed and filed by the Trust or on behalf of the Trust, asthe Sponsor deems necessary or advisable in order to comply with the applicablelaws of any such States in connection with the sale of the Capital Securities;

 

#### (iii)          thenegotiation of the terms of, and the execution and delivery of, the PlacementAgreement providing for the sale of the Capital Securities; and

 

#### (iv)          thetaking of any other actions necessary or desirable to carry out any of theforegoing activities.

 

### (d)   Notwithstanding anythingherein to the contrary, the Administrators and the Holders of a Majority inliquidation amount of the Common Securities are authorized and directed toconduct the affairs of the Trust and to operate the Trust so that the Trustwill not (i) be deemed to be an Investment

 

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### Company required to beregistered under the Investment Company Act, and (ii) fail to be classifiedas a “grantor trust” for United States federal income tax purposes.  The Administrators and the Holders of aMajority in liquidation amount of the Common Securities shall not take anyaction inconsistent with the treatment of the Debentures as indebtedness of theDebenture Issuer for United States federal income tax purposes.  In this connection, the Administrators andthe Holders of a Majority in liquidation amount of the Common Securities areauthorized to take any action, not inconsistent with applicable laws, theCertificate of Trust or this Declaration, as amended from time to time, thateach of the Administrators and the Holders of a Majority in liquidation amountof the Common Securities determines in their discretion to be necessary ordesirable for such purposes.

 

### (e)   All expenses incurred by theAdministrators or the Institutional Trustee pursuant to this Section 2.6shall be reimbursed by the Sponsor, and the Institutional Trustee shall have noobligations with respect to such expenses.

 

### (f)    The assets of the Trustshall consist of the Trust Property.

 

### (g)   Legal title to all TrustProperty shall be vested at all times in the Institutional Trustee (in itscapacity as such) and shall be held and administered by the InstitutionalTrustee for the benefit of the Trust in accordance with this Declaration.

 

**Section 2.7.           Prohibition of Actions by the Trustand the Institutional Trustee.**

** **

### (a)   The Trust shall not, and theInstitutional Trustee shall cause the Trust not to, engage in any activityother than as required or authorized by this Declaration.  In particular, the Trust shall not and theInstitutional Trustee shall cause the Trust not to:

 

#### (i)            investany proceeds received by the Trust from holding the Debentures, but shalldistribute all such proceeds to Holders of the Securities pursuant to the termsof this Declaration and of the Securities;

 

#### (ii)           acquireany assets other than as expressly provided herein;

 

#### (iii)          possessTrust Property for other than a Trust purpose;

 

#### (iv)          makeany loans or incur any indebtedness other than loans represented by theDebentures;

 

#### (v)           possessany power or otherwise act in such a way as to vary the Trust assets or theterms of the Securities in any way whatsoever other than as expressly providedherein;

 

#### (vi)          issueany securities or other evidences of beneficial ownership of, or beneficialinterest in, the Trust other than the Securities;

 

#### (vii)         carryon any “trade or business” as that phrase is used in the Code; or

 

#### (viii)        otherthan as provided in this Declaration (including Annex I), (A) directthe time, method and place of exercising any trust or power conferred upon theDebenture Trustee with respect to the Debentures, (B) waive any pastdefault that is waivable under the Indenture, (C) exercise any right torescind or annul any declaration that the principal of all the Debentures shallbe due and payable, or (D) consent to any amendment, modification ortermination of the Indenture or the Debentures where such consent shall berequired unless the Trust shall have

 

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#### received anopinion of counsel to the effect that such modification will not cause theTrust to cease to be classified as a “grantor trust” for United States federalincome tax purposes.

 

**Section 2.8.           Powersand Duties of the Institutional Trustee.**

** **

### (a)   The legal title to theDebentures shall be owned by and held of record in the name of theInstitutional Trustee in trust for the benefit of the Trust and the Holders ofthe Securities.  The right, title andinterest of the Institutional Trustee to the Debentures shall vestautomatically in each Person who may hereafter be appointed as InstitutionalTrustee in accordance with Section 4.3. Such vesting and cessation of title shall be effective whether or not conveyancingdocuments with regard to the Debentures have been executed and delivered.

 

### (b)   The Institutional Trusteeshall not transfer its right, title and interest in the Debentures to theAdministrators.

 

### (c)   The Institutional Trusteeshall:

 

#### (i)            establishand maintain a segregated non-interest bearing trust account (the “PropertyAccount”) in the name of and under the exclusive control of theInstitutional Trustee, and maintained in the Institutional Trustee’s trustdepartment, on behalf of the Holders of the Securities and, upon the receipt ofpayments of funds made in respect of the Debentures held by the InstitutionalTrustee, deposit such funds into the Property Account and make payments, orcause the Paying Agent to make payments, to the Holders of the CapitalSecurities and Holders of the Common Securities from the Property Account inaccordance with Section 5.1.  Fundsin the Property Account shall be held uninvested until disbursed in accordancewith this Declaration;

 

#### (ii)           engagein such ministerial activities as shall be necessary or appropriate to effectthe redemption of the Capital Securities and the Common Securities to theextent the Debentures are redeemed or mature; and

 

#### (iii)          uponwritten notice of distribution issued by the Administrators in accordance withthe terms of the Securities, engage in such ministerial activities as shall benecessary or appropriate to effect the distribution of the Debentures toHolders of Securities upon the occurrence of certain circumstances pursuant tothe terms of the Securities.

 

### (d)   The Institutional Trusteemay bring or defend, pay, collect, compromise, arbitrate, resort to legalaction with respect to, or otherwise adjust claims or demands of or against,the Trust (“Legal Action”) which arises out of or in connection with anEvent of Default of which a Responsible Officer of the Institutional Trusteehas actual knowledge or arises out of the Institutional Trustee’s duties andobligations under this Declaration; provided, however, that if anEvent of Default has occurred and is continuing and such event is attributableto the failure of the Debenture Issuer to pay interest or principal on theDebentures on the date such interest or principal is otherwise payable (or inthe case of redemption, on the redemption date), then a Holder of the CapitalSecurities may directly institute a proceeding for enforcement of payment tosuch Holder of the principal of or interest on the Debentures having aprincipal amount equal to the aggregate liquidation amount of the CapitalSecurities of such Holder (a “Direct Action”) on or after the respectivedue date specified in the Debentures. In connection with such Direct Action, the rights of the Holders of theCommon Securities will be subrogated to the rights of such Holder of theCapital Securities to the extent of any payment made by the Debenture Issuer tosuch Holder of the Capital Securities in such Direct Action; provided, however,that no Holder of the Common Securities may exercise such right of subrogationso long as an Event of Default with respect to the Capital Securities hasoccurred and is continuing.

 

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### (e)   The Institutional Trusteeshall continue to serve as a Trustee until either:

 

#### (i)            theTrust has been completely liquidated and the proceeds of the liquidationdistributed to the Holders of the Securities pursuant to the terms of theSecurities and this Declaration; or

 

#### (ii)           aSuccessor Institutional Trustee has been appointed and has accepted thatappointment in accordance with Section 4.3.

 

### (f)    The Institutional Trusteeshall have the legal power to exercise all of the rights, powers and privilegesof a Holder of the Debentures under the Indenture and, if an Event of Defaultoccurs and is continuing, the Institutional Trustee may, for the benefit ofHolders of the Securities, enforce its rights as holder of the Debenturessubject to the rights of the Holders pursuant to this Declaration (includingAnnex I) and the terms of the Securities.

 

The Institutional Trustee must exercise the powers setforth in this Section 2.8 in a manner that is consistent with the purposesand functions of the Trust set out in Section 2.3, and the InstitutionalTrustee shall not take any action that is inconsistent with the purposes andfunctions of the Trust set out in Section 2.3.

 

**Section 2.9.           Certain Duties andResponsibilities of the Institutional Trustee and Administrators.**

** **

### (a)   The Institutional Trustee,before the occurrence of any Event of Default and after the curing or waivingof all such Events of Default that may have occurred, shall undertake toperform only such duties as are specifically set forth in this Declaration andno implied covenants shall be read into this Declaration against theInstitutional Trustee.  In case an Eventof Default has occurred (that has not been cured or waived pursuant toSection 6.7), the Institutional Trustee shall exercise such of the rightsand powers vested in it by this Declaration, and use the same degree of careand skill in their exercise, as a prudent person would exercise or use underthe circumstances in the conduct of his or her own affairs.

 

### (b)   The duties andresponsibilities of the Institutional Trustee and the Administrators shall beas provided by this Declaration. Notwithstanding the foregoing, no provision of this Declaration shallrequire the Institutional Trustee or Administrators to expend or risk their ownfunds or otherwise incur any financial liability in the performance of any oftheir duties hereunder, or in the exercise of any of their rights or powers ifit shall have reasonable grounds to believe that repayment of such funds oradequate protection against such risk of liability is not reasonably assured toit.  Whether or not therein expressly soprovided, every provision of this Declaration relating to the conduct oraffecting the liability of or affording protection to the Institutional Trusteeor Administrators shall be subject to the provisions of this Article.  Nothing in this Declaration shall beconstrued to relieve an Administrator or the Institutional Trustee fromliability for its own negligent failure to act, or its own willfulmisconduct.  To the extent that, at lawor in equity, the Institutional Trustee or an Administrator has duties andliabilities relating to the Trust or to the Holders, the Institutional Trusteeor such Administrator shall not be liable to the Trust or to any Holder for theInstitutional Trustee’s or such Administrator’s good faith reliance on theprovisions of this Declaration.  The provisionsof this Declaration, to the extent that they restrict the duties andliabilities of the Administrators or the Institutional Trustee otherwiseexisting at law or in equity, are agreed by the Sponsor and the Holders toreplace such other duties and liabilities of the Administrators or theInstitutional Trustee.

 

### (c)   All payments made by theInstitutional Trustee or a Paying Agent in respect of the Securities shall bemade only from the revenue and proceeds from the Trust Property and only to the

 

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### extent that there shallbe sufficient revenue or proceeds from the Trust Property to enable theInstitutional Trustee or a Paying Agent to make payments in accordance with theterms hereof.  Each Holder, by itsacceptance of a Security, agrees that it will look solely to the revenue andproceeds from the Trust Property to the extent legally available fordistribution to it as herein provided and that the Institutional Trustee andthe Administrators are not personally liable to it for any amount distributablein respect of any Security or for any other liability in respect of anySecurity.  This Section 2.9(c) doesnot limit the liability of the Institutional Trustee expressly set forthelsewhere in this Declaration.

 

### (d)   The Institutional Trusteeshall not be liable for its own acts or omissions hereunder except as a resultof its own negligent action, its own negligent failure to act, or its ownwillful misconduct, except that:

 

#### (i)            theInstitutional Trustee shall not be liable for any error of judgment made ingood faith by an Authorized Officer of the Institutional Trustee, unless itshall be proved that the Institutional Trustee was negligent in ascertainingthe pertinent facts;

 

#### (ii)           theInstitutional Trustee shall not be liable with respect to any action taken oromitted to be taken by it in good faith in accordance with the direction of theHolders of not less than a Majority in liquidation amount of the CapitalSecurities or the Common Securities, as applicable, relating to the time,method and place of conducting any proceeding for any remedy available to theInstitutional Trustee, or exercising any trust or power conferred upon theInstitutional Trustee under this Declaration;

 

#### (iii)          theInstitutional Trustee’s sole duty with respect to the custody, safekeeping andphysical preservation of the Debentures and the Property Account shall be todeal with such property in a similar manner as the Institutional Trustee dealswith similar property for its fiduciary accounts generally, subject to theprotections and limitations on liability afforded to the Institutional Trusteeunder this Declaration;

 

#### (iv)          theInstitutional Trustee shall not be liable for any interest on any moneyreceived by it except as it may otherwise agree in writing with the Sponsor;and money held by the Institutional Trustee need not be segregated from otherfunds held by it except in relation to the Property Account maintained by theInstitutional Trustee pursuant to Section 2.8(c)(i) and except to theextent otherwise required by law; and

 

#### (v)           theInstitutional Trustee shall not be responsible for monitoring the compliance bythe Administrators or the Sponsor with their respective duties under thisDeclaration, nor shall the Institutional Trustee be liable for any default ormisconduct of the Administrators or the Sponsor.

 

**Section 2.10.        Certain Rights of InstitutionalTrustee.**  Subject to the provisions ofSection 2.9:

 

### (a)   the Institutional Trusteemay conclusively rely and shall fully be protected in acting or refraining fromacting in good faith upon any resolution, opinion of counsel, certificate,written representation of a Holder or transferee, certificate of auditors orany other certificate, statement, instrument, opinion, report, notice, request,direction, consent, order, appraisal, bond, debenture, note, other evidence ofindebtedness or other paper or document believed by it to be genuine and tohave been signed, sent or presented by the proper party or parties;

 

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### (b)   if (i) in performingits duties under this Declaration, the Institutional Trustee is required todecide between alternative courses of action, (ii) in construing any ofthe provisions of this Declaration, the Institutional Trustee finds the sameambiguous or inconsistent with any other provisions contained herein, or(iii) the Institutional Trustee is unsure of the application of anyprovision of this Declaration, then, except as to any matter as to which theHolders of Capital Securities are entitled to vote under the terms of thisDeclaration, the Institutional Trustee may deliver a notice to the Sponsorrequesting the Sponsor’s written instructions as to the course of action to betaken and the Institutional Trustee shall take such action, or refrain fromtaking such action, as the Institutional Trustee shall be instructed inwriting, in which event the Institutional Trustee shall have no liabilityexcept for its own negligence or willful misconduct;

 

### (c)   any direction or act of theSponsor or the Administrators contemplated by this Declaration shall besufficiently evidenced by an Officers’ Certificate;

 

### (d)   whenever in theadministration of this Declaration, the Institutional Trustee shall deem itdesirable that a matter be proved or established before undertaking, sufferingor omitting any action hereunder, the Institutional Trustee (unless otherevidence is herein specifically prescribed) may request and conclusively relyupon an Officers’ Certificate as to factual matters which, upon receipt of suchrequest, shall be promptly delivered by the Sponsor or the Administrators;

 

### (e)   the Institutional Trusteeshall have no duty to see to any recording, filing or registration of anyinstrument (including any financing or continuation statement or any filingunder tax or securities laws) or any rerecording, refiling or reregistrationthereof;

 

### (f)    the Institutional Trusteemay consult with counsel of its selection (which counsel may be counsel to theSponsor or any of its Affiliates) and the advice of such counsel shall be fulland complete authorization and protection in respect of any action taken,suffered or omitted by it hereunder in good faith and in reliance thereon andin accordance with such advice; the Institutional Trustee shall have the rightat any time to seek instructions concerning the administration of thisDeclaration from any court of competent jurisdiction;

 

### (g)   the Institutional Trusteeshall be under no obligation to exercise any of the rights or powers vested init by this Declaration at the request or direction of any of the Holderspursuant to this Declaration, unless such Holders shall have offered to theInstitutional Trustee security or indemnity reasonably satisfactory to itagainst the costs, expenses and liabilities which might be incurred by it incompliance with such request or direction; provided, that nothingcontained in this Section 2.10(g) shall be taken to relieve theInstitutional Trustee, subject to Section 2.9(b), upon the occurrence ofan Event of Default, to exercise such of the rights and powers vested in it bythis Declaration, and use the same degree of care and skill in their exercise,as a prudent person would exercise or use under the circumstances in theconduct of his or her own affairs;

 

### (h)   the Institutional Trusteeshall not be bound to make any investigation into the facts or matters statedin any resolution, certificate, statement, instrument, opinion, report, notice,request, consent, order, approval, bond, debenture, note or other evidence ofindebtedness or other paper or document, unless requested in writing to do soby one or more Holders, but the Institutional Trustee may make such furtherinquiry or investigation into such facts or matters as it may see fit;

 

### (i)    the Institutional Trusteemay execute any of the trusts or powers hereunder or perform any dutieshereunder either directly or by or through its agents or attorneys and theInstitutional Trustee shall not be responsible for any misconduct or negligenceon the part of or for the supervision of, any such agent or attorney appointedwith due care by it hereunder;

 

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### (j)    whenever in theadministration of this Declaration the Institutional Trustee shall deem it desirableto receive instructions with respect to enforcing any remedy or right or takingany other action hereunder the Institutional Trustee (i) may requestinstructions from the Holders of the Capital Securities which instructions mayonly be given by the Holders of the same proportion in liquidation amount ofthe Capital Securities as would be entitled to direct the Institutional Trusteeunder the terms of the Capital Securities in respect of such remedy, right oraction, (ii) may refrain from enforcing such remedy or right or takingsuch other action until such instructions are received, and (iii) shall befully protected in acting in accordance with such instructions;

 

### (k)   except as otherwiseexpressly provided in this Declaration, the Institutional Trustee shall not beunder any obligation to take any action that is discretionary under theprovisions of this Declaration;

 

### (l)    when the InstitutionalTrustee incurs expenses or renders services in connection with a BankruptcyEvent, such expenses (including the fees and expenses of its counsel) and thecompensation for such services are intended to constitute expenses ofadministration under any bankruptcy law or law relating to creditors rightsgenerally;

 

### (m)  the Institutional Trusteeshall not be charged with knowledge of an Event of Default unless a ResponsibleOfficer of the Institutional Trustee obtains actual knowledge of such event orthe Institutional Trustee receives written notice of such event from anyHolder, the Sponsor or the Debenture Trustee;

 

### (n)   any action taken by theInstitutional Trustee or its agents hereunder shall bind the Trust and theHolders of the Securities, and the signature of the Institutional Trustee orits agents alone shall be sufficient and effective to perform any such actionand no third party shall be required to inquire as to the authority of theInstitutional Trustee to so act or as to its compliance with any of the termsand provisions of this Declaration, both of which shall be conclusivelyevidenced by the Institutional Trustee’s or its agent’s taking such action; and

 

### (o)   no provision of thisDeclaration shall be deemed to impose any duty or obligation on theInstitutional Trustee to perform any act or acts or exercise any right, power,duty or obligation conferred or imposed on it, in any jurisdiction in which itshall be illegal, or in which the Institutional Trustee shall be unqualified orincompetent in accordance with applicable law, to perform any such act or acts,or to exercise any such right, power, duty or obligation.  No permissive power or authority availableto the Institutional Trustee shall be construed to be a duty.

 

**Section 2.11.        Executionof Documents.**  Unless otherwise determined in writing bythe Institutional Trustee, and except as otherwise required by the StatutoryTrust Act, the Institutional Trustee, or any one or more of the Administrators,as the case may be, is authorized to execute on behalf of the Trust anydocuments that the Trustees or the Administrators, as the case may be, have thepower and authority to execute pursuant to Section 2.6.

 

**Section 2.12.        Not Responsible for Recitals orIssuance of Securities.**  The recitals contained in this Declarationand the Securities shall be taken as the statements of the Sponsor, and theInstitutional Trustee does not assume any responsibility for theircorrectness.  The Institutional Trusteemakes no representations as to the value or condition of the property of theTrust or any part thereof.  TheInstitutional Trustee makes no representations as to the validity orsufficiency of this Declaration, the Debentures or the Securities.

 

**Section 2.13.        Duration ofTrust.**  The Trust, unless earlier dissolved pursuantto the provisions of Article VII hereof, shall be in existence for 35years from the Closing Date.

 

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**Section 2.14.        Mergers.**

** **

### (a)   The Trust may notconsolidate, amalgamate, merge with or into, or be replaced by, or convey,transfer or lease its properties and assets substantially as an entirety to anycorporation or other body, except as described in this Section 2.14(b) and(c).

 

### (b)   The Trust may, with theconsent of the Institutional Trustee and without the consent of the Holders ofthe Capital Securities, consolidate, amalgamate, merge with or into, or bereplaced by a trust organized as such under the laws of any state; providedthat:

 

#### (i)            if the Trust is not the survivingentity, such successor entity (the “Successor Entity”) either:

 

##### (A)  expresslyassumes all of the obligations of the Trust under the Securities; or

 

##### (B) substitutes for the Securities other securities having substantially thesame terms as the Securities (the “Successor Securities”) so that theSuccessor Securities rank the same as the Securities rank with respect toDistributions and payments upon Liquidation, redemption and otherwise;

 

#### (ii)           theSponsor expressly appoints a trustee of the Successor Entity that possesses thesame powers and duties as the Institutional Trustee as the Holder of theDebentures;

 

#### (iii)          suchmerger, consolidation, amalgamation or replacement does not adversely affectthe rights, preferences and privileges of the Holders of the Securities(including any Successor Securities) in any material respect (other than withrespect to any dilution of such Holders’ interests in the Successor Entity as aresult of such merger, consolidation, amalgamation or replacement);

 

#### (iv)          theInstitutional Trustee receives written confirmation from Moody’s InvestorServices, Inc. or any other nationally recognized statistical ratingorganization that rates securities issued by the initial purchaser of theCapital Securities that it will not reduce or withdraw the rating of any suchsecurities because of such merger, conversion, consolidation, amalgamation orreplacement;

 

#### (v)           suchSuccessor Entity has a purpose substantially identical to that of the Trust;

 

#### (vi)          priorto such merger, consolidation, amalgamation or replacement, the Trust hasreceived an opinion of a nationally recognized independent counsel to the Trustexperienced in such matters to the effect that:

 

##### (A)  suchmerger, consolidation, amalgamation or replacement does not adversely affectthe rights, preferences and privileges of the Holders of the Securities(including any Successor Securities) in any material respect (other than withrespect to any dilution of the Holders’ interest in the Successor Entity);

 

##### (B)  followingsuch merger, consolidation, amalgamation or replacement, neither the Trust northe Successor Entity will be required to register as an Investment Company; and

 

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##### (C)  followingsuch merger, consolidation, amalgamation or replacement, the Trust (or theSuccessor Entity) will continue to be classified as a “grantor trust” forUnited States federal income tax purposes;

 

#### (vii)         theSponsor guarantees the obligations of such Successor Entity under the SuccessorSecurities at least to the extent provided by the Guarantee;

 

#### (viii)        theSponsor owns 100% of the common securities of any Successor Entity; and

 

#### (ix)           priorto such merger, consolidation, amalgamation or replacement, the InstitutionalTrustee shall have received an Officers’ Certificate of the Administrators andan opinion of counsel, each to the effect that all conditions precedent underthis Section 2.14(b) to such transaction have been satisfied.

 

### (c)   NotwithstandingSection 2.14(b), the Trust shall not, except with the consent of Holdersof 100% in aggregate liquidation amount of the Securities, consolidate,amalgamate, merge with or into, or be replaced by any other entity or permitany other entity to consolidate, amalgamate, merge with or into, or replace itif such consolidation, amalgamation, merger or replacement would cause theTrust or Successor Entity to be classified as other than a grantor trust forUnited States federal income tax purposes.

 

# **ARTICLE III**

# ** **

# **SPONSOR**

# ** **

**Section 3.1.           Sponsor’s Purchase of CommonSecurities.**  On the Closing Date, the Sponsor willpurchase all of the Common Securities issued by the Trust in an amount at leastequal to 3% of the capital of the Trust, at the same time as the CapitalSecurities are sold.

 

**Section 3.2.           Responsibilities of the Sponsor.**  In connection with the issue and sale of theCapital Securities, the Sponsor shall have the exclusive right andresponsibility to engage in, or direct the Administrators to engage in, thefollowing activities:

 

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

 

### (b)   to negotiate the terms ofand/or execute on behalf of the Trust, the Placement Agreement and otherrelated agreements providing for the sale of the Capital Securities.

 

**Section 3.3.           Expenses.** In connection with the offering, sale and issuance of the Debentures tothe Institutional Trustee and in connection with the sale of the Securities bythe Trust, the Sponsor, in its capacity as Debenture Issuer, shall:

 

### (a)   pay all reasonable costs andexpenses relating to the offering, sale and issuance of the Debentures,including compensation of the Debenture Trustee under the Indenture inaccordance with the provisions of the Indenture;

 

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### (b)   be responsible for and shallpay all debts and obligations (other than with respect to the Securities) andall costs and expenses of the Trust (including, but not limited to, costs andexpenses relating to the organization, maintenance and dissolution of theTrust), the offering, sale and issuance of the Securities (including fees tothe placement agents in connection therewith), the fees and expenses (includingreasonable counsel fees and expenses) of the Institutional Trustee and theAdministrators, the costs and expenses relating to the operation of the Trust,including, without limitation, costs and expenses of accountants, attorneys,statistical or bookkeeping services, expenses for printing and engraving andcomputing or accounting equipment, Paying Agents, Registrars, Transfer Agents,duplicating, travel and telephone and other telecommunications expenses andcosts and expenses incurred in connection with the acquisition, financing, anddisposition of Trust assets and the enforcement by the Institutional Trustee ofthe rights of the Holders; and

###  

### (c)   to pay any and all taxes(other than United States withholding taxes attributable to the Trust or itsassets) and all liabilities, costs and expenses with respect to such taxes ofthe Trust.

 

The Sponsor’s obligations under this Section 3.3shall be for the benefit of, and shall be enforceable by, any Person to whomsuch debts, obligations, costs, expenses and taxes are owed (a “Creditor”)whether or not such Creditor has received notice hereof.  Any such Creditor may enforce the Sponsor’sobligations under this Section 3.3 directly against the Sponsor and theSponsor irrevocably waives any right or remedy to require that any suchCreditor take any action against the Trust or any other Person beforeproceeding against the Sponsor.  TheSponsor agrees to execute such additional agreements as may be necessary ordesirable in order to give full effect to the provisions of thisSection 3.3.

 

**Section 3.4.           Right toProceed.**  The Sponsor acknowledges the rights ofHolders to institute a Direct Action as set forth in Section 2.8(d)hereto.

 

# **ARTICLE IV**

# ** **

# **INSTITUTIONALTRUSTEE AND ADMINISTRATORS**

# ** **

**Section 4.1.           Institutional Trustee; Eligibility.**

** **

### (a)   There shall at all times beone Institutional Trustee which shall:

 

#### (i)            notbe an Affiliate of the Sponsor;

 

#### (ii)           notoffer or provide credit or credit enhancement to the Trust; and

 

#### (iii)          bea banking corporation or trust company organized and doing business under thelaws of the United States of America or any state thereof or the District ofColumbia, authorized under such laws to exercise corporate trust powers, havinga combined capital and surplus of at least 50 million U.S. dollars($50,000,000), and subject to supervision or examination by Federal, state, orDistrict of Columbia authority.  If suchcorporation publishes reports of condition at least annually, pursuant to lawor to the requirements of the supervising or examining authority referred toabove, then for the purposes of this Section 4.1(a)(iii), the combinedcapital and surplus of such corporation shall be deemed to be its combinedcapital and surplus as set forth in its most recent report of condition sopublished.

 

### (b)   If at any time theInstitutional Trustee shall cease to be eligible to so act underSection 4.1(a), the Institutional Trustee shall immediately resign in themanner and with the effect set forth in Section 4.3(a).

 

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### (c)   The initial InstitutionalTrustee shall be State Street Bank and Trust Company of Connecticut, NationalAssociation.

 

**Section 4.2.           Administrators.** Each Administrator shall be a U.S. Person, 21 years of age or older andauthorized to bind the Sponsor.  Theinitial Administrators shall be Roger Dale McKinney and Janey Cabral.  There shall at all times be at least oneAdministrator.  Except where arequirement for action by a specific number of Administrators is expressly setforth in this Declaration and except with respect to any action the taking of whichis the subject of a meeting of the Administrators, any action required orpermitted to be taken by the Administrators may be taken by, and any power ofthe Administrators may be exercised by, or with the consent of, any one suchAdministrator.

 

**Section 4.3.           Appointment, Removal and Resignationof Institutional Trustee and Administrators.**

** **

### (a)   Notwithstanding anything tothe contrary in this Declaration, no resignation or removal of theInstitutional Trustee and no appointment of a Successor Institutional Trusteepursuant to this Article shall become effective until the acceptance ofappointment by the Successor Institutional Trustee in accordance with theapplicable requirements of this Section 4.3.

 

Subject to the immediately preceding paragraph, theInstitutional Trustee may resign at any time by giving written notice thereofto the Holders of the Securities and by appointing a Successor InstitutionalTrustee.  Upon the resignation of theInstitutional Trustee, the Institutional Trustee shall appoint a successor byrequesting from at least three Persons meeting the eligibility requirements,its expenses and charges to serve as the successor Institutional Trustee on aform provided by the Administrators, and selecting the Person who agrees to thelowest expense and charges (the “Successor Institutional Trustee”).  If the instrument of acceptance by theSuccessor Institutional Trustee required by this Section 4.3 shall nothave been delivered to the Institutional Trustee within 60 days after thegiving of such notice of resignation or delivery of the instrument of removal,the Institutional Trustee may petition, at the expense of the Trust, anyFederal, state or District of Columbia court of competent jurisdiction for theappointment of a Successor Institutional Trustee.  Such court may thereupon, after prescribing such notice, if any,as it may deem proper, appoint a Successor Institutional Trustee.  The Institutional Trustee shall have noliability for the selection of such successor pursuant to this Section 4.3.

 

The Institutional Trustee may be removed by the act ofthe Holders of a Majority in liquidation amount of the Capital Securities,delivered to the Institutional Trustee (in its individual capacity and onbehalf of the Trust) if an Event of Default shall have occurred and becontinuing.  If the InstitutionalTrustee shall be so removed, the Holders of Capital Securities, by act of theHolders of a Majority in liquidation amount of the Capital Securities thenoutstanding delivered to the Institutional Trustee, shall promptly appoint aSuccessor Institutional Trustee, and such Successor Institutional Trustee shallcomply with the applicable requirements of this Section 4.3.  If no Successor Institutional Trustee shallhave been so appointed by the Holders of a Majority in liquidation amount ofthe Capital Securities and accepted appointment in the manner required by thisSection 4.3, within 30 days after delivery of an instrument ofremoval, any Holder who has been a Holder of the Securities for at least6 months may, on behalf of himself and all others similarly situated,petition any Federal, state or District of Columbia court of competentjurisdiction for the appointment of the Successor Institutional Trustee.  Such court may thereupon, after prescribingsuch notice, if any, as it may deem proper, appoint a Successor InstitutionalTrustee.

 

The Institutional Trustee shall give notice of itsresignation and removal and each appointment of a Successor InstitutionalTrustee to all Holders in the manner provided in Section 13.1(d) and shallgive

 

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notice to the Sponsor.  Each notice shall include the name of the Successor InstitutionalTrustee and the address of its Corporate Trust Office.

 

### (b)   In case of the appointmenthereunder of a Successor Institutional Trustee, the retiring InstitutionalTrustee and the Successor Institutional Trustee shall execute and deliver anamendment hereto wherein the Successor Institutional Trustee shall accept suchappointment and which (i) shall contain such provisions as shall benecessary or desirable to transfer and confirm to, and to vest in, theSuccessor Institutional Trustee all the rights, powers, trusts and duties ofthe retiring Institutional Trustee with respect to the Securities and the Trustand (ii) shall add to or change any of the provisions of this Declarationas shall be necessary to provide for or facilitate the administration of theTrust by more than one Institutional Trustee, it being understood that nothingherein or in such amendment shall constitute such Institutional Trusteesco-trustees and upon the execution and delivery of such amendment theresignation or removal of the retiring Institutional Trustee shall becomeeffective to the extent provided therein and each Successor Institutional Trustee,without any further act, deed or conveyance, shall become vested with all therights, powers, trusts and duties of the retiring Institutional Trustee; but,on request of the Trust of any Successor Institutional Trustee such retiringInstitutional Trustee shall duly assign, transfer and deliver to such SuccessorInstitutional Trustee all Trust Property, all proceeds thereof and money heldby such retiring Institutional Trustee hereunder with respect to the Securitiesand the Trust.

 

### (c)   No Institutional Trusteeshall be liable for the acts or omissions to act of any Successor InstitutionalTrustee.

 

### (d)   The Holders of the CapitalSecurities will have no right to vote to appoint, remove or replace theAdministrators, which voting rights are vested exclusively in the Holder of theCommon Securities.

 

**Section 4.4.           Institutional Trustee Vacancies.**  If the Institutional Trustee ceases to holdoffice for any reason a vacancy shall occur. A resolution certifying the existence of such vacancy by the InstitutionalTrustee shall be conclusive evidence of the existence of such vacancy.  The vacancy shall be filled with a Trusteeappointed in accordance with Section 4.3.

 

**Section 4.5.           Effectof Vacancies.**  The death, resignation, retirement, removal,bankruptcy, dissolution, liquidation, incompetence or incapacity to perform theduties of the Institutional Trustee shall not operate to dissolve, terminate orannul the Trust or terminate this Declaration.

 

**Section 4.6.           Meetings of the InstitutionalTrustee and the Administrators.**  Meetings of the Administrators shall be heldfrom time to time upon the call of an Administrator.  Regular meetings of the Administrators may be held in person inthe United States or by telephone, at a place (if applicable) and time fixed byresolution of the Administrators. Notice of any in-person meetings of the Institutional Trustee with theAdministrators or meetings of the Administrators shall be hand delivered orotherwise delivered in writing (including by facsimile, with a hard copy byovernight courier) not less than 48 hours before such meeting.  Notice of any telephonic meetings of theInstitutional Trustee with the Administrators or meetings of the Administratorsor any committee thereof shall be hand delivered or otherwise delivered inwriting (including by facsimile, with a hard copy by overnight courier) notless than 24 hours before a meeting. Notices shall contain a brief statement of the time, place andanticipated purposes of the meeting. The presence (whether in person or by telephone) of the InstitutionalTrustee or an Administrator, as the case may be, at a meeting shall constitutea waiver of notice of such meeting except where the Institutional Trustee or anAdministrator, as the case may be, attends a meeting for the express purpose ofobjecting to the transaction of any activity on the grounds that the meetinghas not

 

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been lawfully called orconvened.  Unless provided otherwise inthis Declaration, any action of the Institutional Trustee or theAdministrators, as the case may be, may be taken at a meeting by vote of theInstitutional Trustees or a majority vote of the Administrators present(whether in person or by telephone) and eligible to vote with respect to suchmatter, provided that a Quorum is present, or without a meeting by theunanimous written consent of the Institutional Trustee or theAdministrators.  Meetings of theInstitutional Trustee and the Administrators together shall be held from timeto time upon the call of the Institutional Trustee or an Administrator.

 

**Section 4.7.           Delegationof Power.**

** **

### (a)   Any Administrator may, bypower of attorney consistent with applicable law, delegate to any other naturalperson over the age of 21 that is a U.S. Person his or her power for thepurpose of executing any documents contemplated in Section 2.6; and

 

### (b)   the Administrators shallhave power to delegate from time to time to such of their number the doing ofsuch things and the execution of such instruments either in the name of theTrust or the names of the Administrators or otherwise as the Administrators maydeem expedient, to the extent such delegation is not prohibited by applicablelaw or contrary to the provisions of the Trust, as set forth herein.

 

**Section 4.8.           Conversion, Consolidation orSuccession to Business.**  Any Person into which the InstitutionalTrustee may be merged or converted or with which it may be consolidated, or anyPerson resulting from any merger, conversion or consolidation to which theInstitutional Trustee shall be a party, or any Person succeeding to all orsubstantially all the corporate trust business of the Institutional Trusteeshall be the successor of the Institutional Trustee hereunder, provided suchPerson shall be otherwise qualified and eligible under this Article, withoutthe execution or filing of any paper or any further act on the part of any ofthe parties hereto.

 

# **ARTICLE V**

# ** **

# **DISTRIBUTIONS**

# ** **

**Section 5.1.           Distributions.** Holders shall receive Distributions in accordance with the applicableterms of the relevant Holder’s Securities. Distributions shall be made on theCapital Securities and the Common Securities in accordance with the preferencesset forth in their respective terms.  Ifand to the extent that the Debenture Issuer makes a payment of Interest (or anyprincipal on the Debentures held by the Institutional Trustee) (the amount ofany such payment being a “Payment Amount”), the Institutional Trusteeshall and is directed, to the extent funds are available for that purpose, tomake a distribution (a “Distribution”) of the Payment Amount to Holders.

 

# **ARTICLE VI**

# ** **

# **ISSUANCEOF SECURITIES**

# ** **

**Section 6.1.           General Provisions RegardingSecurities.**

** **

### (a)   The Administrators shall, onbehalf of the Trust, issue one series of capital securities substantially inthe form of Exhibit A-1 representing undivided beneficial interests in theassets of the Trust having such terms as are set forth in Annex I (the“Capital Securities”) and one series of common securities representingundivided beneficial interests in the assets of the Trust having such terms asare set forth in Annex I (the “Common Securities”).  The Trust shall issue no securities or otherinterests in the

 

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### assets of the Trust otherthan the Capital Securities and the Common Securities.  The Capital Securities rank *pari passu*to, and payment thereon shall be made Pro Rata with, the Common Securitiesexcept that, where an Event of Default has occurred and is continuing, the rightsof Holders of the Common Securities to payment in respect of Distributions andpayments upon liquidation, redemption and otherwise are subordinated to therights to payment of the Holders of the Capital Securities as set forth inAnnex I.

 

### (b)   The Certificates shall besigned on behalf of the Trust by one or more Administrators. Such signatureshall be the facsimile or manual signature of any Administrator.  In case any Administrator of the Trust whoshall have signed any of the Securities shall cease to be such Administratorbefore the Certificates so signed shall be delivered by the Trust, suchCertificates nevertheless may be delivered as though the person who signed suchCertificates had not ceased to be such Administrator, and any Certificate may besigned on behalf of the Trust by such persons who, at the actual date ofexecution of such Security, shall be an Administrator of the Trust, although atthe date of the execution and delivery of the Declaration any such person wasnot such an Administrator.  A CapitalSecurity shall not be valid until authenticated by the facsimile or manualsignature of an Authorized Officer of the Institutional Trustee.  Such signature shall be conclusive evidencethat the Capital Security has been authenticated under this Declaration.  Upon written order of the Trust signed byone Administrator, the Institutional Trustee shall authenticate the CapitalSecurities for original issue.  The InstitutionalTrustee may appoint an authenticating agent that is a U.S. Person acceptable tothe Trust to authenticate the Capital Securities.  A Common Security need not be so authenticated.

 

### (c)   The consideration receivedby the Trust for the issuance of the Securities shall constitute a contributionto the capital of the Trust and shall not constitute a loan to the Trust.

 

### (d)   Upon issuance of theSecurities as provided in this Declaration, the Securities so issued shall bedeemed to be validly issued, fully paid and non-assessable.

 

### (e)   Every Person, by virtue ofhaving become a Holder in accordance with the terms of this Declaration, shallbe deemed to have expressly assented and agreed to the terms of, and shall bebound by, this Declaration and the Guarantee.

 

**Section 6.2.           Paying Agent, Transfer Agent andRegistrar.** The Trust shall maintain in Hartford, Connecticut, an office or agencywhere the Capital Securities may be presented for payment (“Paying Agent”),and an office or agency where Securities may be presented for registration oftransfer (the “Transfer Agent”). The Trust shall keep or cause to be kept at such office or agency aregister for the purpose of registering Securities, transfers and exchanges ofSecurities, such register to be held by a registrar (the “Registrar”).  The Administrators may appoint the PayingAgent, the Registrar, the Transfer Agent and may appoint one or more additionalPaying Agents or one or more co-Registrars, or one or more co-Transfer Agentsin such other locations as it shall determine. The term “Paying Agent” includes any additional paying agent, theterm “Registrar” includes any additional registrar or co-Registrar andthe term “Transfer Agent” includes any additional transfer agent.  The Administrators may change any PayingAgent without prior notice to any Holder. The Administrators shall notify the Institutional Trustee of the nameand address of any Paying Agent, Transfer Agent and Registrar not a party tothis Declaration.  The Administratorshereby appoint the Institutional Trustee to act as Paying Agent, Transfer Agentand Registrar for the Capital Securities and the Common Securities.  The Institutional Trustee or any of itsAffiliates in the United States may act as Paying Agent, Transfer Agent orRegistrar.

 

**Section 6.3.           Form andDating.**  The Capital Securities and the InstitutionalTrustee’s certificate of authentication thereon shall be substantially in theform of Exhibit A-1, and the Common Securities shall be substantially inthe form of Exhibit A-2, each of which is hereby incorporated in and

 

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expressly made a part ofthis Declaration.  Certificates may betyped, printed, lithographed or engraved or may be produced in any other manneras is reasonably acceptable to the Administrators, as conclusively evidenced bytheir execution thereof.  The Securitiesmay have letters, numbers, notations or other marks of identification ordesignation and such legends or endorsements required by law, stock exchangerule, agreements to which the Trust is subject if any, or usage (provided that anysuch notation, legend or endorsement is in a form acceptable to theSponsor).  The Trust at the direction ofthe Sponsor shall furnish any such legend not contained in Exhibit A-1 tothe Institutional Trustee in writing. Each Capital Security shall be dated on or before the date of itsauthentication.  The terms andprovisions of the Securities set forth in Annex I and the forms of Securitiesset forth in Exhibits A-1 and A-2 are part of the terms of this Declarationand to the extent applicable, the Institutional Trustee, the Administrators andthe Sponsor, by their execution and delivery of this Declaration, expresslyagree to such terms and provisions and to be bound thereby.  Capital Securities will be issued only inblocks having a stated liquidation amount of not less than $500,000 and anymultiple of $1,000 in excess thereof.

 

The Capital Securities are being offered and sold bythe Trust pursuant to the Placement Agreement in definitive, registered formwithout coupons with the Restricted Securities Legend.

 

**Section 6.4.           Mutilated, Destroyed, Lost or StolenCertificates.**

** **

If:

 

### (a)   any mutilated Certificatesshould be surrendered to the Registrar, or if the Registrar shall receiveevidence to its satisfaction of the destruction, loss or theft of anyCertificate; and

 

### (b)   there shall be delivered tothe Registrar, the Administrators and the Institutional Trustee such securityor indemnity as may be required by them to keep each of them harmless;

 

then, in the absence ofnotice that such Certificate shall have been acquired by a protected purchaser,an Administrator on behalf of the Trust shall execute (and in the case of aCapital Security Certificate, the Institutional Trustee shall authenticate) anddeliver, in exchange for or in lieu of any such mutilated, destroyed, lost orstolen Certificate, a new Certificate of like denomination.  In connection with the issuance of any newCertificate under this Section 6.4, the Registrar or the Administratorsmay require the payment of a sum sufficient to cover any tax or othergovernmental charge that may be imposed in connection therewith.  Any duplicate Certificate issued pursuant tothis Section shall constitute conclusive evidence of an ownership interestin the relevant Securities, as if originally issued, whether or not the lost,stolen or destroyed Certificate shall be found at any time.

 

**Section 6.5.           TemporarySecurities.**  Until definitive Securities are ready fordelivery, the Administrators may prepare and, in the case of the CapitalSecurities, the Institutional Trustee shall authenticate, temporarySecurities.  Temporary Securities shallbe substantially in the form of definitive Securities but may have variationsthat the Administrators consider appropriate for temporary Securities.  Without unreasonable delay, theAdministrators shall prepare and, in the case of the Capital Securities, theInstitutional Trustee shall authenticate, definitive Securities in exchange fortemporary Securities.

 

**Section 6.6.           Cancellation.** The Administrators at any time may deliver Securities to theInstitutional Trustee for cancellation. The Registrar shall forward to the Institutional Trustee any Securitiessurrendered to it for registration of transfer, redemption or payment.  The Institutional Trustee shall promptly cancelall Securities surrendered for registration of transfer, payment replacement orcancellation and shall dispose of such canceled Securities as theAdministrators direct.  TheAdministrators may not issue new Securities to replace Securities that have beenpaid or that have been delivered to the Institutional Trustee for cancellation.

 

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**Section 6.7.           Rights of Holders; Waivers of PastDefaults.**

** **

### (a)   The legal title to the TrustProperty is vested exclusively in the Institutional Trustee (in its capacity assuch) in accordance with Section 2.5, and the Holders shall not have anyright or title therein other than the undivided beneficial interest in theassets of the Trust conferred by their Securities and they shall have no rightto call for any partition or division of property, profits or rights of theTrust except as described below.  TheSecurities shall be personal property giving only the rights specifically setforth therein and in this Declaration. The Securities shall have no preemptive or similar rights.

 

### (b)   For so long as any CapitalSecurities remain outstanding, if upon an Indenture Event of Default, theDebenture Trustee fails or the holders of not less than 25% in principal amountof the outstanding Debentures fail to declare the principal of all of theDebentures to be immediately due and payable, the Holders of a Majority inliquidation amount of the Capital Securities then outstanding shall have theright to make such declaration by a notice in writing to the InstitutionalTrustee, the Sponsor and the Debenture Trustee.

 

At any time after a declaration of acceleration withrespect to the Debentures has been made and before a judgment or decree forpayment of the money due has been obtained by the Debenture Trustee as providedin the Indenture, if the Institutional Trustee fails to annul any suchdeclaration and waive such default, the Holders of a Majority in liquidationamount of the Capital Securities, by written notice to the InstitutionalTrustee, the Sponsor and the Debenture Trustee, may rescind and annul suchdeclaration and its consequences if:

 

#### (i)            theDebenture Issuer has paid or deposited with the Debenture Trustee a sumsufficient to pay

 

##### (A)  alloverdue installments of interest on all of the Debentures,

 

##### (B)  anyaccrued Additional Interest on all of the Debentures,

 

##### (C)  theprincipal of (and premium, if any, on) any Debentures that have become dueotherwise than by such declaration of acceleration and interest and AdditionalInterest thereon at the rate borne by the Debentures, and

 

##### (D)  all sumspaid or advanced by the Debenture Trustee under the Indenture and thereasonable compensation, expenses, disbursements and advances of the DebentureTrustee and the Institutional Trustee, their agents and counsel; and

 

#### (ii)           allEvents of Default with respect to the Debentures, other than the non-payment ofthe principal of the Debentures that has become due solely by suchacceleration, have been cured or waived as provided in Section 5.7 of theIndenture.

 

The Holders of at least a majority in liquidationamount of the Capital Securities may, on behalf of the Holders of all theCapital Securities, waive any past default or Event of Default under theIndenture, except a default or Event of Default in the payment of principal orinterest (unless such default or Event of Default has been cured and a sumsufficient to pay all matured installments of interest and principal dueotherwise than by acceleration has been deposited with the Debenture Trustee)or a default or Event of Default in respect of a covenant or provision thatunder the Indenture cannot be modified or amended without the consent of theholder of each outstanding Debenture. No such rescission shall affect any subsequent default or impair anyright consequent thereon.

 

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Upon receipt by the Institutional Trustee of writtennotice declaring such an acceleration, or rescission and annulment thereof, byHolders of any part of the Capital Securities, a record date shall beestablished for determining Holders of outstanding Capital Securities entitledto join in such notice, which record date shall be at the close of business onthe day the Institutional Trustee receives such notice.  The Holders on such record date, or theirduly designated proxies, and only such Persons, shall be entitled to join insuch notice, whether or not such Holders remain Holders after such record date;provided, that unless such declaration of acceleration, or rescissionand annulment, as the case may be, shall have become effective by virtue of therequisite percentage having joined in such notice prior to the day that is90 days after such record date, such notice of declaration ofacceleration, or rescission and annulment, as the case may be, shallautomatically and without further action by any Holder be canceled and of nofurther effect.  Nothing in thisparagraph shall prevent a Holder, or a proxy of a Holder, from giving, afterexpiration of such 90-day period, a new written notice of declaration ofacceleration, or rescission and annulment thereof, as the case may be, that isidentical to a written notice that has been canceled pursuant to the proviso tothe preceding sentence, in which event a new record date shall be establishedpursuant to the provisions of this Section 6.7.

 

### (c)   Except as otherwise providedin paragraphs (a) and (b) of this Section 6.7, the Holders of atleast a majority in liquidation amount of the Capital Securities may, on behalfof the Holders of all the Capital Securities, waive any past default or Eventof Default and its consequences.  Uponsuch waiver, any such default or Event of Default shall cease to exist, and anydefault or Event of Default arising therefrom shall be deemed to have beencured, for every purpose of this Declaration, but no such waiver shall extendto any subsequent or other default or Event of Default or impair any rightconsequent thereon.

 

# **ARTICLE VII**

# ** **

# **DISSOLUTIONAND TERMINATION OF TRUST**

# ** **

**Section 7.1.           Dissolution and Termination of Trust.**

** **

### (a)   The Trust shall dissolve onthe first to occur of:

 

#### (i)            unlessearlier dissolved, on February 22, 2036, the expiration of the term of theTrust;

 

#### (ii)           upona Bankruptcy Event with respect to the Sponsor, the Trust or the DebentureIssuer;

 

#### (iii)          (otherthan in connection with a merger, consolidation or similar transaction notprohibited by the Indenture, this Declaration or the Guarantee, as the case maybe) upon the filing of a certificate of dissolution or its equivalent withrespect to the Sponsor, upon the consent of Holders of a Majority inliquidation amount of the Securities voting together as a single class to filea certificate of cancellation with respect to the Trust or upon the revocationof the charter of the Sponsor and the expiration of 90 days after the dateof revocation without a reinstatement thereof;

 

#### (iv)          uponthe distribution of the Debentures to the Holders of the Securities;

 

#### (v)           uponexercise of the right of the Holder of all of the outstanding Common Securitiesto dissolve the Trust as provided in Annex I hereto;

 

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#### (vi)          uponthe entry of a decree of judicial dissolution of the Holder of the CommonSecurities, the Sponsor, the Trust or the Debenture Issuer;

 

#### (vii)         whenall of the Securities shall have been called for redemption and the amountsnecessary for redemption thereof shall have been paid to the Holders inaccordance with the terms of the Securities; or

 

#### (viii)        beforethe issuance of any Securities, with the consent of the Institutional Trusteeand the Sponsor.

 

### (b)   As soon as is practicableafter the occurrence of an event referred to in Section 7.1(a), and aftersatisfaction of liabilities to creditors of the Trust as required by applicablelaw, including of the Statutory Trust Act, and subject to the terms set forthin Annex I, the Institutional Trustee shall terminate the Trust by filinga certificate of cancellation with the Secretary of State of the State ofConnecticut.

 

### (c)   The provisions ofSection 2.9 and Article IX shall survive the termination of theTrust.

 

# **ARTICLE VIII**

# ** **

# **TRANSFEROF INTERESTS**

# ** **

**Section 8.1.           General.**

** **

### (a)   Subject toSection 8.1(c), where Capital Securities are presented to the Registrar ora co-registrar with a request to register a transfer or to exchange them for anequal number of Capital Securities represented by different certificates, theRegistrar shall register the transfer or make the exchange if its requirementsfor such transactions are met.  Topermit registrations of transfer and exchanges, the Trust shall issue and theInstitutional Trustee shall authenticate Capital Securities at the Registrar’srequest.

 

### (b)   Upon issuance of the CommonSecurities, the Sponsor shall acquire and retain beneficial and recordownership of the Common Securities and for so long as the Securities remainoutstanding, the Sponsor shall maintain 100% ownership of the CommonSecurities; provided, however, that any permitted successor ofthe Sponsor, in its capacity as Debenture Issuer, under the Indenture that is aU.S. Person may succeed to the Sponsor’s ownership of the Common Securities.

 

### (c)   Capital Securities may onlybe transferred, in whole or in part, in accordance with the terms andconditions set forth in this Declaration and in the terms of theSecurities.  To the fullest extentpermitted by applicable law, any transfer or purported transfer of any Securitynot made in accordance with this Declaration shall be null and void and will bedeemed to be of no legal effect whatsoever and any such transferee shall bedeemed not to be the holder of such Capital Securities for any purpose,including but not limited to the receipt of Distributions on such CapitalSecurities, and such transferee shall be deemed to have no interest whatsoeverin such Capital Securities.

 

### (d)   The Registrar shall providefor the registration of Securities and of transfers of Securities, which willbe effected without charge but only upon payment (with such indemnity as theRegistrar may require) in respect of any tax or other governmental charges thatmay be imposed in relation to it.  Uponsurrender for registration of transfer of any Securities, the Registrar shallcause one or more new Securities of the same tenor to be issued in the name ofthe designated transferee or transferees. Every Security surrendered for registration of transfer shall beaccompanied by a written instrument of transfer in form satisfactory to theRegistrar duly executed by the Holder or such Holder’s attorney duly

 

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### authorized inwriting.  Each Security surrendered forregistration of transfer shall be canceled by the Institutional Trusteepursuant to Section 6.6.  Atransferee of a Security shall be entitled to the rights and subject to theobligations of a Holder hereunder upon the receipt by such transferee of aSecurity.  By acceptance of a Security,each transferee shall be deemed to have agreed to be bound by this Declaration.

 

### (e)   The Trust shall not berequired (i) to issue, register the transfer of, or exchange anySecurities during a period beginning at the opening of business 15 daysbefore the day of any selection of Securities for redemption and ending at theclose of business on the earliest date on which the relevant notice ofredemption is deemed to have been given to all Holders of the Securities to beredeemed, or (ii) to register the transfer or exchange of any Security soselected for redemption in whole or in part, except the unredeemed portion ofany Security being redeemed in part.

 

**Section 8.2.           Transfer Procedures and Restrictions.**

** **

### (a)   The Capital Securities shallbear the Restricted Securities Legend, which shall not be removed unless thereis delivered to the Trust such satisfactory evidence, which may include anopinion of counsel licensed to practice law in the State of Connecticut, as maybe reasonably required by the Trust, that neither the legend nor therestrictions on transfer set forth therein are required to ensure thattransfers thereof comply with the provisions of the Securities Act.  Upon provision of such satisfactoryevidence, the Institutional Trustee, at the written direction of the Trust,shall authenticate and deliver Capital Securities that do not bear the legend.

 

### (b)   Except as permitted bySection 8.2(a), each Capital Security shall bear a legend (the “RestrictedSecurities Legend”) in substantially the following form and a CapitalSecurity shall not be transferred except in compliance with such legend, unlessotherwise determined by the Sponsor, upon the advice of counsel expert insecurities law, in accordance with applicable law:

 

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIESLAWS OR ANY OTHER APPLICABLE SECURITIES LAW. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREINMAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OROTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCHTRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OFTHE SECURITIES ACT.  THE HOLDER OF THISSECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFERTHIS SECURITY ONLY (A) TO THE SPONSOR OR THE TRUST, (B) TO A PERSONWHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN ATRANSACTION MEETING THE REQUIREMENTS OF RULE 144A SO LONG AS THIS SECURITYIS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE WITHRULE 144A, (C) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION INACCORDANCE 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 FOROFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN

 

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VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANTTO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THESECURITIES ACT, SUBJECT TO THE SPONSOR’S AND THE TRUST’S RIGHT PRIOR TO ANYSUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM INACCORDANCE WITH THE DECLARATION OF TRUST, A COPY OF WHICH MAY BE OBTAINEDFROM THE SPONSOR OR THE TRUST.  THEHOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOINGRESTRICTIONS.

 

### (c)   To permit registrations oftransfers and exchanges, the Trust shall execute and the Institutional Trusteeshall authenticate Capital Securities at the Registrar’s request.

 

### (d)   Registrations of transfersor exchanges will be effected without charge, but only upon payment (with suchindemnity as the Registrar or the Sponsor may require) in respect of any tax orother governmental charge that may be imposed in relation to it.

 

### (e)   All Capital Securitiesissued upon any registration of transfer or exchange pursuant to the terms ofthis Declaration shall evidence the same security and shall be entitled to thesame benefits under this Declaration as the Capital Securities surrendered uponsuch registration of transfer or exchange.

 

**Section 8.3.           DeemedSecurity Holders.**

** **

The Trust, the Administrators, the InstitutionalTrustee, the Paying Agent, the Transfer Agent or the Registrar may treat thePerson in whose name any Certificate shall be registered on the books andrecords of the Trust as the sole holder of such Certificate and of theSecurities represented by such Certificate for purposes of receivingDistributions and for all other purposes whatsoever and, accordingly, shall notbe bound to recognize any equitable or other claim to or interest in suchCertificate or in the Securities represented by such Certificate on the part ofany Person, whether or not the Trust, the Administrators, the InstitutionalTrustee, the Paying Agent, the Transfer Agent or the Registrar shall haveactual or other notice thereof

 

# **ARTICLE IX**

# ** **

# **LIMITATIONOF LIABILITY OFHOLDERS OF SECURITIES, INSTITUTIONAL TRUSTEE OR OTHERS**

# ** **

**Section 9.1.           Liability.**

** **

### (a)   Except as expressly setforth in this Declaration, the Guarantee and the terms of the Securities, theSponsor shall not be:

 

#### (i)            personallyliable for the return of any portion of the capital contributions (or anyreturn thereon) of the Holders of the Securities which shall be made solelyfrom assets of the Trust; or

 

#### (ii)           requiredto pay to the Trust or to any Holder of the Securities any deficit upondissolution of the Trust or otherwise.

 

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

 

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### (c)   Pursuant to the StatutoryTrust Act, the Holders of the Capital Securities shall be entitled to the samelimitation of personal liability extended to stockholders of privatecorporations for profit organized under the General Corporation Law of theState of Connecticut.

 

**Section 9.2.           Exculpation.**

** **

### (a)   No Indemnified Person shallbe liable, responsible or accountable in damages or otherwise to the Trust orany Covered Person for any loss, damage or claim incurred by reason of any actor omission performed or omitted by such Indemnified Person in good faith onbehalf of the Trust and in a manner such Indemnified Person reasonably believedto be within the scope of the authority conferred on such Indemnified Person bythis Declaration or by law, except that an Indemnified Person shall be liablefor any such loss, damage or claim incurred by reason of such IndemnifiedPerson’s negligence or willful misconduct with respect to such acts oromissions.

 

### (b)   An Indemnified Person shallbe fully protected in relying in good faith upon the records of the Trust andupon such information, opinions, reports or statements presented to the Trustby any Person as to matters the Indemnified Person reasonably believes arewithin such other Person’s professional or expert competence and, if selectedby such Indemnified Person, has been selected by such Indemnified Person withreasonable care by or on behalf of the Trust, including information, opinions,reports or statements as to the value and amount of the assets, liabilities,profits, losses, or any other facts pertinent to the existence and amount ofassets from which Distributions to Holders of Securities might properly bepaid.

 

**Section 9.3.           FiduciaryDuty.**

** **

### (a)   To the extent that, at lawor in equity, an Indemnified Person has duties (including fiduciary duties) andliabilities relating thereto to the Trust or to any other Covered Person, anIndemnified Person acting under this Declaration shall not be liable to theTrust or to any other Covered Person for its good faith reliance on theprovisions of this Declaration.  Theprovisions of this Declaration, to the extent that they restrict the duties andliabilities of an Indemnified Person otherwise existing at law or in equity,are agreed by the parties hereto to replace such other duties and liabilitiesof the Indemnified Person.

 

### (b)   Whenever in this Declarationan Indemnified Person is permitted or required to make a decision:

 

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

 

#### (ii)           inits “good faith” or under another express standard, the Indemnified Personshall act under such express standard and shall not be subject to any other ordifferent standard imposed by this Declaration or by applicable law.

 

**Section 9.4.           Indemnification.**

** **

### (a)   The Sponsor shall indemnify,to the full extent permitted by law, any Indemnified Person who was or is aparty or is threatened to be made a party to any threatened, pending orcompleted action, suit or proceeding, whether civil, criminal, administrativeor investigative (other than an action by or in the right of the Trust) arisingout of or in connection with the acceptance or administration of this Declarationby reason of the fact that he is or was an Indemnified Person against expenses(including

 

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### reasonable attorneys’fees and expenses), judgments, fines and amounts paid in settlement actuallyand reasonably incurred by him in connection with such action, suit orproceeding if he acted in good faith and in a manner he reasonably believed tobe in or not opposed to the best interests of the Trust, and, with respect toany criminal action or proceeding, had no reasonable cause to believe hisconduct was unlawful.  The terminationof any action, suit or proceeding by judgment, order, settlement, conviction,or upon a plea of *nolo contendere* or its equivalent, shall not, of itself,create a presumption that the Indemnified Person did not act in good faith andin a manner which he reasonably believed to be in or not opposed to the bestinterests of the Trust, and, with respect to any criminal action or proceeding,had reasonable cause to believe that his conduct was unlawful.

 

### (b)   The Sponsor shall indemnify,to the full extent permitted by law, any Indemnified Person who was or is aparty or is threatened to be made a party to any threatened, pending orcompleted action or suit by or in the right of the Trust to procure a judgmentin its favor arising out of or in connection with the acceptance oradministration of this Declaration by reason of the fact that he is or was anIndemnified Person against expenses (including reasonable attorneys’ fees andexpenses) actually and reasonably incurred by him in connection with thedefense or settlement of such action or suit if he acted in good faith and in amanner he reasonably believed to be in or not opposed to the best interests ofthe Trust; provided, however, that no such indemnification shallbe made in respect of any claim, issue or matter as to which such IndemnifiedPerson shall have been adjudged to be liable to the Trust unless and only tothe extent that the court in which such action or suit was brought shalldetermine upon application that, despite the adjudication of liability but inview of all the circumstances of the case, such person is fairly and reasonablyentitled to indemnity for such expenses which such court shall deem proper.

 

### (c)   To the extent that anIndemnified Person shall be successful on the merits or otherwise (includingdismissal of an action without prejudice or the settlement of an action withoutadmission of liability) in defense of any action, suit or proceeding referredto in paragraphs (a) and (b) of this Section 9.4, or in defense ofany claim, issue or matter therein, he shall be indemnified, to the full extentpermitted by law, against expenses (including attorneys’ fees and expenses)actually and reasonably incurred by him in connection therewith.

 

### (d)   Any indemnification of anAdministrator under paragraphs (a) and (b) of this Section 9.4(unless ordered by a court) shall be made by the Sponsor only as authorized inthe specific case upon a determination that indemnification of the IndemnifiedPerson is proper in the circumstances because he has met the applicablestandard of conduct set forth in paragraphs (a) and (b).  Such determination shall be made (i) bythe Administrators by a majority vote of a Quorum consisting of such Administratorswho were not parties to such action, suit or proceeding, (ii) if such aQuorum is not obtainable, or, even if obtainable, if a Quorum of disinterestedAdministrators so directs, by independent legal counsel in a written opinion,or (iii) by the Common Security Holder of the Trust.

 

### (e)   To the fullest extentpermitted by law, expenses (including reasonable attorneys’ fees and expenses)incurred by an Indemnified Person in defending a civil, criminal,administrative or investigative action, suit or proceeding referred to inparagraphs (a) and (b) of this Section 9.4 shall be paid by theSponsor in advance of the final disposition of such action, suit or proceedingupon receipt of an undertaking by or on behalf of such Indemnified Person torepay such amount if it shall ultimately be determined that he is not entitledto be indemnified by the Sponsor as authorized in this Section 9.4.  Notwithstanding the foregoing, no advanceshall be made by the Sponsor if a determination is reasonably and promptly made(i) by the Administrators by a majority vote of a Quorum of disinterestedAdministrators, (ii) if such a Quorum is not obtainable, or, even ifobtainable, if a quorum of disinterested Administrators so directs, byindependent legal counsel in a written opinion or (iii) by the CommonSecurity Holder of the Trust, that, based upon the facts known to theAdministrators, counsel or the

 

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### Common Security Holder atthe time such determination is made, such Indemnified Person acted in bad faithor in a manner that such Person did not believe to be in or not opposed to thebest interests of the Trust, or, with respect to any criminal proceeding, thatsuch Indemnified Person believed or had reasonable cause to believe his conductwas unlawful.  In no event shall anyadvance be made in instances where the Administrators, independent legalcounsel or the Common Security Holder reasonably determine that suchIndemnified Person deliberately breached his duty to the Trust or its Common orCapital Security Holders.

 

### (f)    The Institutional Trustee,at the sole cost and expense of the Sponsor, retains the right torepresentation by counsel of its own choosing in any action, suit or any otherproceeding for which it is indemnified under paragraphs (a) and (b) ofthis Section 9.4, without affecting its right to indemnification hereunderor waiving any rights afforded to it under this Declaration or applicable law.

 

### (g)   The indemnification andadvancement of expenses provided by, or granted pursuant to, the otherparagraphs of this Section 9.4 shall not be deemed exclusive of any otherrights to which those seeking indemnification and advancement of expenses maybe entitled under any agreement, vote of stockholders or disinteresteddirectors of the Sponsor or Capital Security Holders of the Trust or otherwise,both as to action in his official capacity and as to action in another capacitywhile holding such office.  All rightsto indemnification under this Section 9.4 shall be deemed to be providedby a contract between the Sponsor and each Indemnified Person who serves insuch capacity at any time while this Section 9.4 is in effect.  Any repeal or modification of this Section 9.4shall not affect any rights or obligations then existing.

 

### (h)   The Sponsor or the Trust maypurchase and maintain insurance on behalf of any Person who is or was anIndemnified Person against any liability asserted against him and incurred byhim in any such capacity, or arising out of his status as such, whether or notthe Sponsor would have the power to indemnify him against such liability underthe provisions of this Section 9.4.

 

### (i)    For purposes of thisSection 9.4, references to “the Trust” shall include, in addition to theresulting or surviving entity, any constituent entity (including anyconstituent of a constituent) absorbed in a consolidation or merger, so thatany Person who is or was a director, trustee, officer or employee of suchconstituent entity, or is or was serving at the request of such constituententity as a director, trustee, officer, employee or agent of another entity,shall stand in the same position under the provisions of this Section 9.4with respect to the resulting or surviving entity as he would have with respectto such constituent entity if its separate existence had continued.

 

### (j)    The indemnification andadvancement of expenses provided by, or granted pursuant to, thisSection 9.4 shall, unless otherwise provided when authorized or ratified,(i) continue as to a Person who has ceased to be an Indemnified Person andshall inure to the benefit of the heirs, executors and administrators of such aPerson; and (ii) survive the termination or expiration of this Declarationor the earlier removal or resignation of an Indemnified Person.

 

**Section 9.5.           OutsideBusinesses.**  Any Covered Person, the Sponsor and theInstitutional Trustee may engage in or possess an interest in other businessventures of any nature or description, independently or with others, similar ordissimilar to the business of the Trust, and the Trust and the Holders ofSecurities shall have no rights by virtue of this Declaration in and to suchindependent ventures or the income or profits derived therefrom, and thepursuit of any such venture, even if competitive with the business of theTrust, shall not be deemed wrongful or improper.  None of any Covered Person, the Sponsor or the InstitutionalTrustee shall be obligated to present any particular investment or other opportunityto the Trust even if such opportunity is of a character that, if presented to

 

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the Trust, could be takenby the Trust, and any Covered Person, the Sponsor and the Institutional Trusteeshall have the right to take for its own account (individually or as a partneror fiduciary) or to recommend to others any such particular investment or otheropportunity.  Any Covered Person and theInstitutional Trustee may engage or be interested in any financial or othertransaction with the Sponsor or any Affiliate of the Sponsor, or may act asdepositary for, trustee or agent for, or act on any committee or body ofholders of, securities or other obligations of the Sponsor or its Affiliates.

 

**Section 9.6.           Compensation;Fee.**

** **

The Sponsor agrees:

 

### (a)   to pay to the InstitutionalTrustees from time to time such compensation for all services rendered by ithereunder as the parties shall agree from time to time (which compensationshall not be limited by any provision of law in regard to the compensation of atrustee of an express trust); and

 

### (b)   except as otherwiseexpressly provided herein, to reimburse the Institutional Trustee upon requestfor all reasonable expenses, disbursements and advances incurred or made by theInstitutional Trustee in accordance with any provision of this Declaration(including the reasonable compensation and the expenses and disbursements oftheir respective agents and counsel), except any such expense, disbursement oradvance as may be attributable to its negligence, bad faith or willfulmisconduct.

 

The provisions of this Section 9.6 shall survivethe dissolution of the Trust and the termination of this Declaration and theremoval or resignation of the Institutional Trustee.

 

No trustee may claim any lien or charge on any propertyof the Trust as a result of any amount due pursuant to this Section 9.6.

 

# **ARTICLE X**

# ** **

# **ACCOUNTING**

# ** **

**Section 10.1.        Fiscal Year.** The fiscal year (“Fiscal Year”) of the Trust shall be thecalendar year, or such other year as is required by the Code.

 

**Section 10.2.        CertainAccounting Matters.**

** **

### (a)   At all times during theexistence of the Trust, the Administrators shall keep, or cause to be kept atthe principal office of the Trust in the United States, as defined for purposesof Treasury regulations section 301.7701-7, full books of account, recordsand supporting documents, which shall reflect in reasonable detail eachtransaction of the Trust.  The books ofaccount shall be maintained, at the Sponsor’s expense, in accordance withgenerally accepted accounting principles, consistently applied.  The books of account and the records of theTrust shall be examined by and reported upon as of the end of each Fiscal Yearof the Trust by a firm of independent certified public accountants selected bythe Administrators.

 

### (b)   The Administrators, at theSponsor’s expense, shall cause to be prepared at the principal office of theTrust in the United States, as defined for purposes of Treasury regulationssection 301.7701-7, and delivered to each of the Holders of Securities,within 90 days after the end of each Fiscal Year of the Trust, annualfinancial statements of the Trust, including a balance sheet of the Trust as ofthe end of such Fiscal Year, and the related statements of income or loss whichshall be examined by and reported upon by a firm of independent certifiedpublic accountants selected by the Administrators.

 

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### (c)   The Administrators shallcause to be duly prepared and delivered to each of the Holders of SecuritiesForm 1099 or such other annual United States federal income tax informationstatement required by the Code, containing such information with regard to theSecurities held by each Holder as is required by the Code and the TreasuryRegulations.  Notwithstanding any rightunder the Code to deliver any such statement at a later date, theAdministrators shall endeavor to deliver all such statements within30 days after the end of each Fiscal Year of the Trust.

 

### (d)   The Administrators, at theSponsor’s expense, shall cause to be duly prepared at the principal office ofthe Trust in the United States, as defined for purposes of Treasury regulationssection 301.7701-7, and filed an annual United States federal income taxreturn on a Form 1041 or such other form required by United States federalincome tax law, and any other annual income tax returns required to be filed bythe Administrators on behalf of the Trust with any state or local taxingauthority.

 

**Section 10.3.        Banking.** The Trust shall maintain in the United States, as defined for purposesof Treasury regulations section 301.7701-7, one or more bank accounts inthe name and for the sole benefit of the Trust; provided, however,that all payments of funds in respect of the Debentures held by the InstitutionalTrustee shall be made directly to the Property Account and no other funds ofthe Trust shall be deposited in the Property Account.  The sole signatories for such accounts (including the PropertyAccount) shall be designated by the Institutional Trustee.

 

**Section 10.4.        Withholding.** The Institutional Trustee or any Paying Agent and the Administratorsshall comply with all withholding requirements under United States federal,state and local law.  The InstitutionalTrustee or any Paying Agent shall request, and each Holder shall provide to theInstitutional Trustee or any Paying Agent, such forms or certificates as arenecessary to establish an exemption from withholding with respect to theHolder, and any representations and forms as shall reasonably be requested bythe Institutional Trustee or any Paying Agent to assist it in determining theextent of, and in fulfilling, its withholding obligations.  The Administrators shall file required formswith applicable jurisdictions and, unless an exemption from withholding isproperly established by a Holder, shall remit amounts withheld with respect tothe Holder to applicable jurisdictions. To the extent that the Institutional Trustee or any Paying Agent isrequired to withhold and pay over any amounts to any authority with respect todistributions or allocations to any Holder, the amount withheld shall be deemedto be a Distribution in the amount of the withholding to the Holder.  In the event of any claimed overwithholding,Holders shall be limited to an action against the applicable jurisdiction.  If the amount required to be withheld wasnot withheld from actual Distributions made, the Institutional Trustee or anyPaying Agent may reduce subsequent Distributions by the amount of suchwithholding.

 

# **ARTICLE XI**

# ** **

# **AMENDMENTSAND MEETINGS**

# ** **

**Section 11.1.        Amendments.**

** **

### (a)   Except as otherwise providedin this Declaration or by any applicable terms of the Securities, thisDeclaration may only be amended by a written instrument approved and executedby the Institutional Trustee.

 

### (b)   Notwithstanding any otherprovision of this Article XI, no amendment shall be made, and any suchpurported amendment shall be void and ineffective:

 

#### (i)            unlessthe Institutional Trustee shall have first received

 

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##### (A)  anOfficers’ Certificate from each of the Trust and the Sponsor that suchamendment is permitted by, and conforms to, the terms of this Declaration(including the terms of the Securities); and

 

##### (B)  an opinionof counsel (who may be counsel to the Sponsor or the Trust) that such amendmentis permitted by, and conforms to, the terms of this Declaration (including theterms of the Securities); and

 

#### (ii)           ifthe result of such amendment would be to

 

##### (A)  cause theTrust to cease to be classified for purposes of United States federal incometaxation as a grantor trust; or

 

##### (B)  cause theTrust to be deemed to be an Investment Company required to be registered underthe Investment Company Act.

 

### (c)   Except as provided inSection 11.1(d), (e) or (h), no amendment shall be made, and any suchpurported amendment shall be void and ineffective unless the Holders of aMajority in liquidation amount of the Capital Securities shall have consentedto such amendment.

 

### (d)   In addition to and notwithstandingany other provision in this Declaration, without the consent of each affectedHolder, this Declaration may not be amended to (i) change the amount ortiming of any Distribution on the Securities or otherwise adversely affect theamount of any Distribution required to be made in respect of the Securities asof a specified date or change any conversion or exchange provisions or(ii) restrict the right of a Holder to institute suit for the enforcementof any such payment on or after such date.

 

### (e)   Section 8.1 (b) and8.1(c) and this Section 11.1 shall not be amended without the consent ofall of the Holders of the Securities.

 

### (f)    Article III shall notbe amended without the consent of the Holders of a Majority in liquidationamount of the Common Securities.

 

### (g)   The rights of the Holders ofthe Capital Securities under Article IV to appoint and remove theInstitutional Trustee shall not be amended without the consent of the Holdersof a Majority in liquidation amount of the Capital Securities.

 

### (h)   This Declaration may beamended by the Institutional Trustee and the Holders of a Majority inliquidation amount of the Common Securities without the consent of the Holdersof the Capital Securities to:

 

#### (i)            cureany ambiguity;

 

#### (ii)           corrector supplement any provision in this Declaration that may be defective orinconsistent with any other provision of this Declaration;

 

#### (iii)          addto the covenants, restrictions or obligations of the Sponsor; or

 

#### (iv)          modify,eliminate or add to any provision of this Declaration to such extent as may benecessary to ensure that the Trust will be classified for United States federalincome tax purposes at all times as a grantor trust and will not be required toregister as an “investment

 

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#### company” under theInvestment Company Act (including without limitation to conform to any changein Rule 3a-5, Rule 3a-7 or any other applicable rule under theInvestment Company Act or written change in interpretation or application thereofby any legislative body, court, government agency or regulatory authority)which amendment does not have a material adverse effect on the rights,preferences or privileges of the Holders of Securities;

 

provided, however, that nosuch modification, elimination or addition referred to in clauses (i),(ii) or (iii) shall adversely affect in any material respect the powers,preferences or special rights of Holders of Capital Securities.

 

**Section 11.2.        Meetings of the Holders ofSecurities; Action by Written Consent.**

** **

### (a)   Meetings of the Holders ofany class of Securities may be called at any time by the Administrators (or asprovided in the terms of the Securities) to consider and act on any matter onwhich Holders of such class of Securities are entitled to act under the termsof this Declaration or the terms of the Securities.  The Administrators shall call a meeting of the Holders of suchclass if directed to do so by the Holders of at least 10% in liquidation amountof such class of Securities.  Such directionshall be given by delivering to the Administrators one or more calls in awriting stating that the signing Holders of the Securities wish to call ameeting and indicating the general or specific purpose for which the meeting isto be called.  Any Holders of theSecurities calling a meeting shall specify in writing the Certificates held bythe Holders of the Securities exercising the right to call a meeting and onlythose Securities represented by such Certificates shall be counted for purposesof determining whether the required percentage set forth in the second sentenceof this paragraph has been met.

 

### (b)   Except to the extentotherwise provided in the terms of the Securities, the following provisionsshall apply to meetings of Holders of the Securities:

 

#### (i)            noticeof any such meeting shall be given to all the Holders of the Securities havinga right to vote thereat at least 7 days and not more than 60 daysbefore the date of such meeting. Whenever a vote, consent or approval of the Holders of the Securities ispermitted or required under this Declaration, such vote, consent or approvalmay be given at a meeting of the Holders of the Securities.  Any action that may be taken at a meeting ofthe Holders of the Securities may be taken without a meeting if a consent inwriting setting forth the action so taken is signed by the Holders of theSecurities owning not less than the minimum amount of Securities in liquidationamount that would be necessary to authorize or take such action at a meeting atwhich all Holders of the Securities having a right to vote thereon were presentand voting.  Prompt notice of the takingof action without a meeting shall be given to the Holders of the Securitiesentitled to vote who have not consented in writing.  The Administrators may specify that any written ballot submittedto the Holders of the Securities for the purpose of taking any action without ameeting shall be returned to the Trust within the time specified by theAdministrators;

 

#### (ii)           eachHolder of a Security may authorize any Person to act for it by proxy on allmatters in which a Holder of Securities is entitled to participate, includingwaiving notice of any meeting, or voting or participating at a meeting. Noproxy shall be valid after the expiration of 11 months from the datethereof unless otherwise provided in the proxy.  Every proxy shall be revocable at the pleasure of the Holder ofthe Securities executing it.  Except asotherwise provided herein, all matters relating to the giving, voting orvalidity of proxies shall be governed by the General Corporation Law of theState of Connecticut relating to proxies, and judicial interpretationsthereunder, as if the Trust were a Connecticut corporation and the Holders ofthe

 

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#### Securities werestockholders of a Connecticut corporation; each meeting of the Holders of theSecurities shall be conducted by the Administrators or by such other Personthat the Administrators may designate; and

 

#### (iii)          unlessthe Statutory Trust Act, this Declaration, or the terms of the Securitiesotherwise provides, the Administrators, in their sole discretion, shallestablish all other provisions relating to meetings of Holders of Securities,including notice of the time, place or purpose of any meeting at which anymatter is to be voted on by any Holders of the Securities, waiver of any suchnotice, action by consent without a meeting, the establishment of a recorddate, quorum requirements, voting in person or by proxy or any other matterwith respect to the exercise of any such right to vote; provided, however,that each meeting shall be conducted in the United States (as that term isdefined in Treasury regulations section 301.7701-7).

 

# **ARTICLE XII**

# ** **

# **REPRESENTATIONSOF INSTITUTIONAL TRUSTEE**

# ** **

**Section 12.1.        Representations and Warrantiesof Institutional Trustee.**  The initial Institutional Trustee representsand warrants to the Trust and to the Sponsor at the date of this Declaration,and each Successor Institutional Trustee represents and warrants to the Trustand the Sponsor at the time of the Successor Institutional Trustee’s acceptanceof its appointment as Institutional Trustee, that:

 

### (a)   the Institutional Trustee isa national banking association with trust powers, duly organized and validlyexisting under the laws of the United States of America with trust power andauthority to execute and deliver, and to carry out and perform its obligationsunder the terms of, this Declaration;

 

### (b)   the execution, delivery andperformance by the Institutional Trustee of this Declaration has been dulyauthorized by all necessary corporate action on the part of the InstitutionalTrustee.  This Declaration has been dulyexecuted and delivered by the Institutional Trustee, and it constitutes a legal,valid and binding obligation of the Institutional Trustee, enforceable againstit in accordance with its terms, subject to applicable bankruptcy,reorganization, moratorium, insolvency, and other similar laws affectingcreditors’ rights generally and to general principles of equity (regardless ofwhether considered in a proceeding in equity or at law);

 

### (c)   the execution, delivery andperformance of this Declaration by the Institutional Trustee does not conflictwith or constitute a breach of the charter or by-laws of the InstitutionalTrustee; and

 

### (d)   no consent, approval orauthorization of, or registration with or notice to, any state or federalbanking authority is required for the execution, delivery or performance by theInstitutional Trustee of this Declaration.

 

# **ARTICLE XIII**

# ** **

# **MISCELLANEOUS**

# ** **

**Section 13.1.        Notices.** All notices provided for in this Declaration shall be in writing, dulysigned by the party giving such notice, and shall be delivered, telecopied(which telecopy shall be followed by notice delivered or mailed by first classmail) or mailed by first class mail, as follows:

 

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### (a)   if given to the Trust incare of the Administrators at the Trust’s mailing address set forth below (orsuch other address as the Trust may give notice of to the Holders of theSecurities):

 

County Statutory Trust Ic/o Capital Corp of the West550 West Main Street

Merced, California 95340Attention: Roger Dale McKinney

Telecopy: (209) 725-4550

 

### (b)   if given to theInstitutional Trustee, at the Institutional Trustee’s mailing address set forthbelow (or such other address as the Institutional Trustee may give notice of tothe Holders of the Securities):

 

State Street Bank and Trust Company of Connecticut,National Association

225 Asylum Street, Goodwin SquareHartford, Connecticut 06103Attention: Vice President, Corporate Trust Department

Telecopy: 860-244-1889

 

With a copy to:

 

State Street Bank and Trust Company

P.O. Box 778

Boston, Massachusetts 02102-0778

Attention: Paul D. Allen, Corporate Trust Department

Telecopy: (617) 662-1462

 

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

 

Capital Corp of the West550 West Main StreetMerced, California  95340Attention: Roger Dale McKinney

Telecopy: (209) 725-4550

 

### (d)   if given to any otherHolder, at the address set forth on the books and records of the Trust.

 

All such notices shall be deemed to have been givenwhen received in person, telecopied with receipt confirmed, or mailed by firstclass mail, postage prepaid except that if a notice or other document isrefused delivery or cannot be delivered because of a changed address of whichno notice was given, such notice or other document shall be deemed to have beendelivered on the date of such refusal or inability to deliver.

 

**Section 13.2.        Governing Law.** This Declaration and the rights of the parties hereunder shall begoverned by and interpreted in accordance with the law of the State ofConnecticut and all rights and remedies shall be governed by such laws withoutregard to the principles of conflict of laws of the State of Connecticut or anyother jurisdiction that would call for the application of the law of anyjurisdiction other than the State of Connecticut; provided, however,that there shall not be applicable to the Trust, the

 

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Trustees or thisDeclaration any provision of the laws (statutory or common) of the State ofConnecticut pertaining to trusts that relate to or regulate, in a mannerinconsistent with the terms hereof (a) the filing with any court orgovernmental body or agency of trustee accounts or schedules of trustee feesand charges, (b) affirmative requirements to post bonds for trustees,officers, agents or employees of a trust, (c) the necessity for obtainingcourt or other governmental approval concerning the acquisition, holding ordisposition of real or personal property, (d) fees or other sums payableto trustees, officers, agents or employees of a trust, (e) the allocationof receipts and expenditures to income or principal, or (f) restrictionsor limitations on the permissible nature, amount or concentration of trustinvestments or requirements relating to the titling, storage or other manner ofholding or investing trust assets.

 

**Section 13.3.        Intentionof the Parties.**  It is the intention of the parties heretothat the Trust be classified for United States federal income tax purposes as agrantor trust. The provisions of this Declaration shall be interpreted tofurther this intention of the parties.

 

**Section 13.4.        Headings.** Headings contained in this Declaration are inserted for convenience ofreference only and do not affect the interpretation of this Declaration or anyprovision hereof.

 

**Section 13.5.        Successorsand Assigns.**  Whenever in this Declaration any of theparties hereto is named or referred to, the successors and assigns of suchparty shall be deemed to be included, and all covenants and agreements in thisDeclaration by the Sponsor and the Institutional Trustee shall bind and inureto the benefit of their respective successors and assigns, whether or not soexpressed.

 

**Section 13.6.        PartialEnforceability.**  If any provision of this Declaration, or theapplication of such provision to any Person or circumstance, shall be heldinvalid, the remainder of this Declaration, or the application of suchprovision to persons or circumstances other than those to which it is heldinvalid, shall not be affected thereby.

 

**Section 13.7.        Counterparts.** This Declaration may contain more than one counterpart of the signaturepage and this Declaration may be executed by the affixing of the signature ofeach of the Institutional Trustee and Administrators to any of such counterpartsignature pages.  All of suchcounterpart signature pages shall be read as though one, and they shall havethe same force and effect as though all of the signers had signed a singlesignature page.

 

*Signatures appear on the following page*

 

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IN WITNESS WHEREOF, the undersigned have caused thesepresents to be executed as of the day and year first above written.

 
|   | STATE STREET  BANK AND TRUST COMPANY OF  CONNECTICUT, NATIONAL ASSOCIATION, |
|--------|-----------------------------------------------------------------------------|
|   | as Institutional  Trustee                                                   |
|   |                                                                        |
|   |                                                                        |
|   | By.                                                                         |   |   |
|   |                                                                        | Name: |
|   |                                                                        | Title: |
|   |                                                                        |
|   |                                                                        |
|   | CAPITAL CORP OF  THE WEST, as Sponsor                                       |
|   |                                                                        |
|   |                                                                        |
|   | By:                                                                         |   |   |
|   |                                                                        | Name: |
|   |                                                                        | Title: |
|   |                                                                        |
|   |                                                                        |
|   | COUNTY STATUTORY  TRUST I                                                   |
|   |                                                                        |
|   |                                                                        |
|   | By:                                                                         |   |   |
|   |                                                                        | Administrator |
|   |                                                                        |
|   |                                                                        |
|   | By:                                                                         |   |   |
|   |                                                                        | Administrator |
|        |                                                                             |  |  |  |

 

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ANNEX I

 

TERMS OFSECURITIES

 

Pursuant to Section 6.1 of the Amended andRestated Declaration of Trust, dated as of February 22, 2001 (as amendedfrom time to time, the “Declaration”), the designation, rights, privileges,restrictions, preferences and other terms and provisions of the CapitalSecurities and the Common Securities are set out below (each capitalized termused but not defined herein has the meaning set forth in the Declaration):

 

1.             Designationand Number.

 

(a)           6,000 Capital Securities of CountyStatutory Trust I (the “Trust”), with an aggregate stated liquidation amountwith respect to the assets of the Trust of Six Million Dollars ($6,000,000) anda stated liquidation amount with respect to the assets of the Trust of $1,000per Capital Security, are hereby designated for the purposes of identificationonly as the “Capital Securities”. The Capital Security Certificates evidencing the Capital Securitiesshall be substantially in the form of Exhibit A-1 to the Declaration, withsuch changes and additions thereto or deletions therefrom as may be required byordinary usage, custom or practice.

 

(b)           186 Common Securities of the Trust(the “Common Securities”) will be evidenced by Common SecurityCertificates substantially in the form of Exhibit A-2 to the Declaration,with such changes and additions thereto or deletions therefrom as may berequired by ordinary usage, custom or practice.

 

2.             Distributions.

 

(a)           Distributions payable on eachSecurity will be payable at an annual rate equal to 10.20% (the “Coupon Rate”)of the stated liquidation amount of $1,000 per Security, such rate being therate of interest payable on the Debentures to be held by the InstitutionalTrustee.  Distributions in arrears formore than one semi-annual period will bear interest thereon compoundedsemi-annually at the Coupon Rate (to the extent permitted by law).  A Distribution is payable only to the extentthat payments are made in respect of the Debentures held by the InstitutionalTrustee and to the extent the Institutional Trustee has funds availabletherefor.  The amount of Distributionspayable for any period will be computed for any full semi-annual period on thebasis of a 360-day year of twelve 30-day months.

 

(b)           Distributions on the Securities willbe cumulative, will accrue from the date of original issuance, and will bepayable, subject to extension of distribution payment periods as describedherein, semi-annually in arrears on February 22 and August 22 of eachyear, commencing on August 22, 2001 (each a “Distribution Payment Date”)when, as and if available for payment. The Debenture Issuer has the right under the Indenture to defer paymentsof interest on the Debentures, so long as no Indenture Event of Default hasoccurred and is continuing, by deferring the payment of interest on theDebentures for up to 10 consecutive semi-annual periods (each an “ExtensionPeriod”) at any time and from time to time, subject to the conditionsdescribed below, although such interest would continue to accrue on theDebentures at the Coupon Rate compounded semi-annually (to the extent permittedby law) during any Extension Period.  NoExtension Period may end on a date other than a Distribution Payment Date.  At the end of any such Extension Period theDebenture Issuer shall pay all interest then accrued and unpaid on theDebentures (together with Additional Interest thereon); provided, however,that no Extension Period may extend beyond the Maturity Date and providedfurther, however, during any such Extension Period, the DebentureIssuer and its Affiliates shall not (i) declare or pay any dividends ordistributions on, or redeem, purchase, acquire, or make a liquidation paymentwith respect to, any of the Debenture Issuer’s or its Affiliates’ capital stock(other than payments of dividends or distributions to the Debenture

 

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Issuer) 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 theDebenture Issuer or any Affiliate that rank *pari passu* in all respects with orjunior in interest to the Debentures (other than, with respect toclauses (i) and (ii) above, (a) repurchases, redemptions or otheracquisitions of shares of capital stock of the Debenture Issuer in connectionwith any employment contract, benefit plan or other similar arrangement with orfor the benefit of one or more employees, officers, directors or consultants,in connection with a dividend reinvestment or stockholder stock purchase planor in connection with the issuance of capital stock of the Debenture Issuer (orsecurities convertible into or exercisable for such capital stock) asconsideration in an acquisition transaction entered into prior to theapplicable Extension Period, (b) as a result of any exchange or conversionof any class or series of the Debenture Issuer’s capital stock (or any capitalstock of a subsidiary of the Debenture Issuer) for any class or series of theDebenture Issuer’s capital stock or of any class or series of the DebentureIssuer’s indebtedness for any class or series of the Debenture Issuer’s capitalstock, (c) the purchase of fractional interests in shares of the DebentureIssuer’s capital stock pursuant to the conversion or exchange provisions ofsuch capital stock or the security being converted or exchanged, (d) anydeclaration of a dividend in connection with any stockholder’s rights plan, orthe issuance of rights, stock or other property under any stockholder’s rightsplan, or the redemption or repurchase of rights pursuant thereto, (e) anydividend in the form of stock, warrants, options or other rights where thedividend stock or the stock issuable upon exercise of such warrants, options orother rights is the same stock as that on which the dividend is being paid orranks *paripassu* with or junior to such stock and any cash payments in lieu offractional shares issued in connection therewith, or (f) payments underthe Capital Securities Guarantee). Prior to the termination of any Extension Period, the Debenture Issuermay further extend such period, provided that such period together with allsuch previous and further consecutive extensions thereof shall not exceed 10consecutive semi-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 Debenture Issuer may commence a new Extension Period, subject tothe foregoing requirements.  No interestor Additional Interest shall be due and payable during an Extension Period,except at the end thereof, but each installment of interest that wouldotherwise have been due and payable during such Extension Period shall bearAdditional Interest.  If Distributionsare deferred, the Distributions due shall be paid on the date that the relatedExtension Period terminates, to Holders of the Securities as they appear on thebooks and records of the Trust on the record date immediately preceding suchdate.  Distributions on the Securitiesmust be paid on the dates payable (after giving effect to any Extension Period)to the extent that the Trust has funds available for the payment of suchdistributions in the Property Account of the Trust.  The Trust’s funds available for Distribution to the Holders ofthe Securities will be limited to payments received from the DebentureIssuer.  The payment of Distributionsout of moneys held by the Trust is guaranteed by the Guarantor pursuant to theGuarantee.

 

(c)           Distributions on the Securities willbe payable to the Holders thereof as they appear on the books and records ofthe Trust on the relevant record dates. The relevant record dates shall be 15 days before the relevantDistribution Payment Date. Distributions payable on any Securities that are not punctually paid onany Distribution Payment Date, as a result of the Debenture Issuer having failedto make a payment under the Debentures, as the case may be, when due (takinginto account any Extension Period), will cease to be payable to the Person inwhose name such Securities are registered on the relevant record date, and suchdefaulted Distribution will instead be payable to the Person in whose name suchSecurities are registered on the special record date or other specified datedetermined in accordance with the Indenture. If any date on which Distributions are payable on the Securities is not aBusiness Day, then payment of the Distribution payable on such date will bemade on the next succeeding day that is a Business Day (and without anyinterest or other payment in respect of any such delay) except that, if suchBusiness Day is in the next succeeding calendar year, such payment shall bemade on the immediately preceding Business Day, in each case with the sameforce and effect as if made on such payment date.

 

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

 

3.             LiquidationDistribution Upon Dissolution.  Inthe event of the voluntary or involuntary liquidation, dissolution, winding-upor termination of the Trust (each a “Liquidation”) other than inconnection with a redemption of the Debentures, the Holders of the Securitieswill be entitled to receive out of the assets of the Trust available fordistribution to Holders of the Securities, after satisfaction of liabilities tocreditors of the Trust (to the extent not satisfied by the Debenture Issuer),distributions equal to the lesser of (i) the aggregate of the stated liquidationamount of $ 1,000 per Security plus accrued and unpaid Distributions thereon tothe date of payment, to the extent the Trust shall have funds availabletherefor, and (ii) the amount of assets of the Trust remaining availablefor distribution to Holders in liquidation of the Trust (such amount being, ineither case, the “Liquidation Distribution”), unless in connection withsuch Liquidation, the Debentures in aggregate stated principal amount equal tothe aggregate stated liquidation amount of such Securities, with an interestrate equal to the Coupon Rate of, and bearing accrued and unpaid interest in anamount equal to the accrued and unpaid Distributions on, and having the samerecord date as, such Securities, after paying or making reasonable provision topay all claims and obligations of the Trust in accordance with the StatutoryTrust Act, shall be distributed on a Pro Rata basis to the Holders of theSecurities in exchange for such Securities.

 

The Sponsor, as the Holder of all of the Common Securities,has the right at any time to dissolve the Trust (including, without limitation,upon the occurrence of a Special Event), subject to the receipt by theDebenture Issuer of prior approval from the Board of Governors of the FederalReserve System (the “Federal Reserve”), if then required underapplicable capital guidelines or policies of the Federal Reserve and, aftersatisfaction of liabilities to creditors of the Trust, cause the Debentures tobe distributed to the Holders of the Securities on a Pro Rata basis inaccordance with the aggregate stated liquidation amount thereof.

 

If a Liquidation of the Trust occurs as described inclause (i), (ii), (iii) or (v) in Section 7.1(a) of the Declaration,the Trust shall be liquidated by the Institutional Trustee as expeditiously asit determines to be possible by distributing, after satisfaction of liabilitiesto creditors of the Trust, to the Holders of the Securities, the Debentures ona Pro Rata basis to the extent not satisfied by the Debenture Issuer, unlesssuch distribution is determined by the Institutional Trustee not to bepractical, in which event such Holders will be entitled to receive out of theassets of the Trust available for distribution to the Holders, aftersatisfaction of liabilities of creditors of the Trust to the extent notsatisfied by the Debenture Issuer, an amount equal to the LiquidationDistribution.  An early Liquidation ofthe Trust pursuant to clause (iv) of Section 7.1(a) of theDeclaration shall occur if the Institutional Trustee determines that suchLiquidation is possible by distributing, after satisfaction of liabilities tocreditors of Trust, to the Holders of the Securities on a Pro Rata basis, theDebentures, and such distribution occurs.

 

If, upon any such Liquidation the LiquidationDistribution can be paid only in part because the Trust has insufficient assetsavailable to pay in full the aggregate Liquidation Distribution, then theamounts payable directly by the Trust on such Capital Securities shall be paidto the Holders of the Trust Securities on a Pro Rata basis, except that if anEvent of Default has occurred and is continuing, the Capital Securities shallhave a preference over the Common Securities with regard to such distributions.

 

After the date for any distribution of the Debenturesupon dissolution of the Trust (i) the Securities of the Trust will bedeemed to be no longer outstanding, (ii) the Holders of the CapitalSecurities will receive certificates representing the Debentures to be deliveredupon such distribution, and (iii) any certificates representing theCapital Securities still outstanding will be deemed to represent undividedbeneficial interests in such of the Debentures as have an aggregate principalamount equal to

 

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the aggregate stated liquidation amount with aninterest rate identical to the distribution rate of, and bearing accrued andunpaid interest equal to accrued and unpaid distributions on, the Securitiesuntil such certificates are presented to the Debenture Issuer or its agent fortransfer or reissuance.

 

4.             Redemption and Distribution.

 

(a)           The Debentures will mature onFebruary 22, 2031. The Debentures may be redeemed by the Debenture Issuer,in whole or in part at any time and from time to time on or afterFebruary 22, 2011, at the Redemption Price. In addition, the Debenturesmay be redeemed by the Debenture Issuer at the Special Redemption Price, inwhole but not in part, at any time, upon the occurrence and continuation of a SpecialEvent within 90 days following the occurrence of such Special Event at theSpecial Redemption Price, upon not less than 30 nor more than60 days’ notice to holders of such Debentures so long as such SpecialEvent is continuing. In each case, the right of the Debenture Issuer to redeemthe Debentures is subject to the Debenture Issuer having received priorapproval from the Federal Reserve, if then required under applicable capitalguidelines or policies of the Federal Reserve. The Sponsor shall appoint a Quotation Agent, which initially shall beState Street Bank and Trust Company, for the purpose of performing the servicescontemplated in, or by reference in, the definition of Special RedemptionPrice.  Any error in the calculation ofthe Special Redemption Price by the Quotation Agent or the Debenture Trusteemay be corrected at any time by notice delivered to the Sponsor and the holdersof the Capital Securities.  Subject tothe corrective rights set forth above, all certificates, communications, opinions,determinations, calculations, quotations and decisions given, expressed, madeor obtained for the purposes of the provisions relating to the payment andcalculation of the Special Redemption Price on the Debentures or the CapitalSecurities by the Debenture Trustee, the Quotation Agent or the InstitutionalTrustee, as the case may be, shall (in the absence of willful default, badfaith or manifest error) be final, conclusive and binding on the holders of theDebentures and the Capital Securities, the Trust and the Sponsor, and noliability shall attach (except as provided above) to the Debenture Trustee, theQuotation Agent or the Institutional Trustee in connection with the exercise ornon-exercise by any of them of their respective powers, duties and discretion.

 

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

 

“Investment Company Event” means the receipt bythe Debenture Issuer and the Trust of an opinion of counsel experienced in suchmatters to the effect that, as a result of the occurrence of a change in law orregulation or written change (including any announced prospective change) ininterpretation or application of law or regulation by any legislative body,court, governmental agency or regulatory

 

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authority, there is more than an insubstantial riskthat the Trust is or will be considered an “Investment Company” that isrequired to be registered under the Investment Company Act of 1940, as amendedwhich change or prospective change becomes effective or would become effective,as the case may be, on or after the date of the issuance of the Debentures.

 

“Capital Treatment Event” means the receipt bythe Debenture Issuer and the Trust of an opinion of counsel that, as a resultof the occurrence of any amendment to, or change (including any announcedprospective change) in, the laws of the United States or any politicalsubdivision thereof or therein, or as the result of any official oradministrative pronouncement or action or decision interpreting or applyingsuch laws, rules or regulations, which amendment or change is effective orwhich pronouncement, action or decision is announced on or after the date ofissuance of the Debentures, there is more than an insubstantial risk that theSponsor will not be entitled to treat an amount equal to the aggregateliquidation amount of the Debentures as “Tier 1 Capital” (or its thenequivalent) for purposes of the capital adequacy guidelines of the FederalReserve, as then in effect and applicable to the Sponsor; provided, however,that the inability of the Sponsor to treat all or any portion of theliquidation amount of the Debentures as Tier l Capital shall notconstitute the basis for a Capital Treatment Event, if such inability resultsfrom the Sponsor having cumulative preferred stock, minority interests inconsolidated subsidiaries, or any other class of security or interest which theFederal Reserve may now or hereafter accord Tier 1 Capital treatment inexcess of the amount which may qualify for treatment as Tier 1 Capitalunder applicable capital adequacy guidelines for the Federal Reserve; providedfurther, however, that the distribution of Debentures inconnection with the Liquidation of the Trust shall not in and of itselfconstitute a Capital Treatment Event unless such Liquidation shall haveoccurred in connection with a Tax Event or an Investment Company Event.

 

“Special Event” means a Tax Event, anInvestment Company Event or a Capital Treatment Event.

 

“Redemption Price” means the price set forth inthe following table for any Redemption Date that occurs within the twelve-monthperiod beginning in the relevant year indicated below, expressed as thepercentage of the principal amount of the Debentures being redeemed:

 

| **Year Beginning on**            |   | **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.

 

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“Special Redemption Date” means a RedemptionDate on which a Special Event redemption occurs.

 

“Special Redemption Price” means (a) ifthe Special Redemption Date is before February 22, 2011, the greater of(i) 100% of the principal amount of the Debentures, plus accrued andunpaid interest on the Debentures to such Special Redemption Date, or(ii) as determined by a Quotation Agent, the sum of (A) the presentvalue of the principal amount of the Debentures set forth in the aboveRedemption Price table for the February 22, 2011 Redemption Date and thepresent value of interest payable on the Debentures from such SpecialRedemption Date to February 22, 2011, each discounted to the SpecialRedemption Date on a semi-annual basis (assuming a 360-day year consisting oftwelve 30-day months at the Treasury Rate), plus (B) accrued and unpaidinterest on the Debentures to such Special Redemption Date, or (b) if theSpecial Redemption Date is on or after February 22, 2011, the price forthe Debentures set forth in the above Redemption Price table for such SpecialRedemption Date.

 

“Comparable Treasury Issue” means with respectto any Special Redemption Date the United States Treasury security selected bythe Quotation Agent as having a maturity comparable to the Remaining Life thatwould be utilized, at the time of selection and in accordance with customaryfinancial practice, in pricing new issues of corporate debt securities ofcomparable maturity to the Remaining Life. If no United States Treasurysecurity has a maturity which is within a period from 3 months before to 3months after February 22, 2011, the two most closely corresponding UnitedStates Treasury securities as selected by the Quotation Agent shall be used asthe Comparable Treasury Issue, and the Treasury Rate shall be interpolated orextrapolated on a straight-line basis, rounding to the nearest month using suchsecurities.

 

“Comparable Treasury Price” means (a) theaverage of 5 Reference Treasury Dealer Quotations for such Special RedemptionDate, after excluding the highest and lowest such Reference Treasury DealerQuotations, or (b) if the Quotation Agent obtains fewer than 5 suchReference Treasury Dealer Quotations, the average of all such Quotations.

 

“Primary Treasury Dealer” shall mean either aprimary United States Government securities dealer or an entity of nationallyrecognized standing in matters pertaining to the quotation of treasurysecurities that is reasonably acceptable to the Sponsor and the InstitutionalTrustee.

 

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

 

“Redemption Date” shall mean the date fixed forthe redemption of Capital Securities, which shall be February 22 orAugust 22 commencing February 22, 2011.

 

“Reference Treasury Dealer” means (i) theQuotation Agent and (ii) any other Primary Treasury Dealer selected by theDebenture Trustee after consultation with the Debenture Issuer.

 

“Reference Treasury Dealer Quotations” means,with respect to each Reference Treasury Dealer and any Special Redemption Date,the average, as determined by the Quotation Agent, of the bid and asked pricesfor the Comparable Treasury Issue (expressed in each case as a percentage ofits principal amount) quoted in writing to the Debenture Trustee by suchReference Treasury Dealer at 5:00 p.m., New York City time, on the thirdBusiness Day preceding such Redemption Date.

 

“Remaining Life” means, with respect to anyDebenture, the period from the Special Redemption Date for such Debenture toFebruary 22, 2011.

 

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“Treasury Rate” means (i) the yield, underthe heading which represents the average for the week immediately prior to thedate of calculation, appearing in the most recently published statisticalrelease designated H.15(519) or any successor publication which is publishedweekly by the Federal Reserve and which establishes yields on actively tradedUnited States Treasury securities adjusted to constant maturity under thecaption “Treasury Constant Maturities”, for the maturity corresponding to theRemaining Life (if no maturity is within 3 months before or after the RemainingLife, yields for the 2 published maturities most closely corresponding to theRemaining Life shall be determined and the Treasury Rate shall be interpolatedor extrapolated from such yields on a straight-line basis, rounding to thenearest month) or (ii) if such release (or any successor release) is notpublished during the week preceding the calculation date or does not containsuch yields, the rate per annum equal to the semi-annual equivalent yield tomaturity of the Comparable Treasury Issue, calculated using a price for theComparable Treasury Issue (expressed as a percentage of its principal amount)equal to the Comparable Treasury Price for such Special Redemption Date.  The Treasury Rate shall be calculated by theQuotation Agent on the third Business Day preceding the Special RedemptionDate.

 

(b)           Upon the repayment in full atmaturity or redemption in whole or in part of the Debentures (other thanfollowing the distribution of the Debentures to the Holders of the Securities),the proceeds from such repayment or payment shall concurrently be applied toredeem Pro Rata at the applicable Redemption Price or Special Redemption Price,as applicable, Securities having an aggregate liquidation amount equal to theaggregate principal amount of the Debentures so repaid or redeemed; provided,however, that holders of such Securities shall be given not less than 30nor more than 60 days’ notice of such redemption (other than at the scheduledmaturity of the Debentures).

 

(c)           If fewer than all the outstandingSecurities are to be so redeemed, the Common Securities and the CapitalSecurities will be redeemed Pro Rata and the Capital Securities to be redeemedwill be redeemed Pro Rata from each Holder of Capital Securities.

 

(d)           The Trust may not redeem fewer thanall the outstanding Capital Securities unless all accrued and unpaidDistributions have been paid on all Capital Securities for all semi-annualDistribution periods terminating on or before the date of redemption.

 

(e)           Redemption or DistributionProcedures.

 

(i)            Noticeof any redemption of or notice of distribution of the Debentures in exchangefor, the Securities (a “Redemption/Distribution Notice”) will be givenby the Trust by mail to each Holder of Securities to be redeemed or exchangednot fewer than 30 nor more than 60 days before the date fixed for redemption orexchange thereof which, in the case of a redemption, will be the date fixed forredemption of the Debentures. For purposes of the calculation of the date ofredemption or exchange and the dates on which notices are given pursuant tothis paragraph 4(e)(i), a Redemption/Distribution Notice shall be deemedto be given on the day such notice is first mailed by first-class mail, postageprepaid, to Holders of such Securities. Each Redemption/Distribution Notice shallbe addressed to the Holders of such Securities at the address of each suchHolder appearing on the books and records of the Trust. No defect in theRedemption/Distribution Notice or in the mailing thereof with respect to anyHolder shall affect the validity of the redemption or exchange proceedings withrespect to any other Holder.

 

(ii)           Ifthe Securities are to be redeemed and the Trust gives a Redemption/Distribution Notice, which notice may only be issued if the Debentures areredeemed as set out in this paragraph 4 (which notice will beirrevocable), then, provided that the Institutional Trustee has asufficient amount of cash in connection with the related redemption or maturityof the Debentures, the Institutional Trustee will pay the relevant RedemptionPrice or Special

 

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Redemption Price, as applicable, to the Holders ofsuch Securities by check mailed to the address of each such Holder appearing onthe books and records of the Trust on the redemption date.  If a Redemption/Distribution Notice shallhave been given and funds deposited as required then immediately prior to theclose of business on the date of such deposit Distributions will cease toaccrue on the Securities so called for redemption and all rights of Holders ofsuch Securities so called for redemption will cease, except the right of theHolders of such Securities to receive the applicable Redemption Price orSpecial Redemption Price specified in paragraph 4(a), but without intereston such Redemption Price or Special Redemption Price.  If any date fixed for redemption of Securities is not a BusinessDay, then payment of any such Redemption Price or Special Redemption Pricepayable on such date will be made on the next succeeding day that is a BusinessDay (and without any interest or other payment in respect of any such delay)except that, if such Business Day falls in the next calendar year, such paymentwill be made on the immediately preceding Business Day, in each case with thesame force and effect as if made on such date fixed for redemption.  If payment of the Redemption Price orSpecial Redemption Price in respect of any Securities is improperly withheld orrefused and not paid either by the Trust or by the Debenture Issuer as guarantorpursuant to the Guarantee, Distributions on such Securities will continue toaccrue at the Coupon Rate from the original redemption date to the actual dateof payment, in which case the actual payment date will be considered the datefixed for redemption for purposes of calculating the Redemption Price orSpecial Redemption Price.  In the eventof any redemption of the Capital Securities issued by the Trust in part, theTrust shall not be required to (i) issue, register the transfer of orexchange any Security during a period beginning at the opening of business 15days before any selection for redemption of the Capital Securities and endingat the close of business on the earliest date on which the relevant notice ofredemption is deemed to have been given to all Holders of the CapitalSecurities to be so redeemed or (ii) register the transfer of or exchangeany Capital Securities so selected for redemption, in whole or in part exceptfor the unredeemed portion of any Capital Securities being redeemed in part.

 

(iii)          Redemption/DistributionNotices shall be sent by the Administrators on behalf of the Trust to(A) in respect of the Capital Securities, the Holders thereof and(B) in respect of the Common Securities, the Holder thereof.

 

5.             VotingRights - Capital Securities.

 

(a)           Except as provided underparagraphs 5(b) and 7 and as otherwise required by law and theDeclaration, the Holders of the Capital Securities will have no voting rights.The Administrators are required to call a meeting of the Holders of the CapitalSecurities if directed to do so by Holders of at least 10% in liquidationamount of the Capital Securities.

 

(b)           Subject to the requirements ofobtaining a tax opinion by the Institutional Trustee in certain circumstancesset forth in the last sentence of this paragraph, the Holders of a Majority inliquidation amount of the Capital Securities, voting separately as a class,have the right to direct the time, method, and place of conducting anyproceeding for any remedy available to the Institutional Trustee, or exercisingany trust or power conferred upon the Institutional Trustee under theDeclaration, including the right to direct the Institutional Trustee, as holderof the Debentures, to (i) exercise the remedies available under the Indentureas the holder of the Debentures, (ii) waive any past default that iswaivable under the Indenture, (iii) exercise any right to rescind or annula declaration that the principal of all the Debentures shall be due and payableor (iv) consent on behalf of all the Holders of the Capital Securities toany amendment, modification or termination of the Indenture or the Debentureswhere such consent shall be required; provided, however, that,where a consent or action under the Indenture would require the consent or actof the holders of greater than a simple majority in aggregate principal amountof Debentures (a “Super Majority”) affected thereby, the InstitutionalTrustee may only give such consent or

 

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take such action at the written direction of theHolders of at least the proportion in liquidation amount of the CapitalSecurities outstanding which the relevant Super Majority represents of theaggregate principal amount of the Debentures outstanding. If the InstitutionalTrustee fails to enforce its rights under the Debentures after the Holders of aMajority in liquidation amount of such Capital Securities have so directed theInstitutional Trustee, to the fullest extent permitted by law, a Holder of theCapital Securities may institute a legal proceeding directly against theDebenture Issuer to enforce the Institutional Trustee’s rights under theDebentures without first instituting any legal proceeding against theInstitutional Trustee or any other person or entity. Notwithstanding theforegoing, if an Event of Default has occurred and is continuing and such eventis attributable to the failure of the Debenture Issuer to pay interest orprincipal on the Debentures on the date the interest or principal is payable(or in the case of redemption, the redemption date), then a Holder of record ofthe Capital Securities may directly institute a proceeding for enforcement ofpayment on or after the respective due dates specified in the Debentures, tosuch Holder directly of the principal of or interest on the Debentures havingan aggregate principal amount equal to the aggregate liquidation amount of theCapital Securities of such Holder. The Institutional Trustee shall notify allHolders of the Capital Securities of any default actually known to theInstitutional Trustee with respect to the Debentures unless (x) suchdefault has been cured prior to the giving of such notice or (y) theInstitutional Trustee determines in good faith that the withholding of suchnotice is in the interest of the Holders of such Capital Securities, exceptwhere the default relates to the payment of principal of or interest on any ofthe Debentures. Such notice shall state that such Indenture Event of Defaultalso constitutes an Event of Default hereunder. Except with respect todirecting the time, method and place of conducting a proceeding for a remedy,the Institutional Trustee shall not take any of the actions described inclauses (i), (ii) or (iii) above unless the Institutional Trustee hasobtained an opinion of tax counsel to the effect that, as a result of suchaction, the Trust will not be classified as other than a grantor trust forUnited States federal income tax purposes.

 

In the event the consent of the Institutional Trustee,as the holder of the Debentures is required under the Indenture with respect toany amendment, modification or termination of the Indenture, the InstitutionalTrustee shall request the direction of the Holders of the Securities withrespect to such amendment modification or termination and shall vote withrespect to such amendment, modification or termination as directed by aMajority in liquidation amount of the Securities voting together as a singleclass; provided, however, that where a consent under the Indenturewould require the consent of a Super-Majority, the Institutional Trustee mayonly give such consent at the direction of the Holders of at least theproportion in liquidation amount of the Securities outstanding which therelevant Super-Majority represents of the aggregate principal amount of theDebentures outstanding. The Institutional Trustee shall not take any suchaction in accordance with the directions of the Holders of the Securitiesunless the Institutional Trustee has obtained an opinion of tax counsel to theeffect that, as a result of such action, the Trust will not be classified asother than a grantor trust for United States federal income tax purposes.

 

A waiver of an Indenture Event of Default willconstitute a waiver of the corresponding Event of Default hereunder. Anyrequired approval or direction of Holders of the Capital Securities may begiven at a separate meeting of Holders of the Capital Securities convened forsuch purpose, at a meeting of all of the Holders of the Securities in the Trustor pursuant to written consent. The Institutional Trustee will cause a noticeof any meeting at which Holders of the Capital Securities are entitled to vote,or of any matter upon which action by written consent of such Holders is to betaken, to be mailed to each Holder of record of the Capital Securities. Eachsuch notice will include a statement setting forth the following information(i) the date of such meeting or the date by which such action is to betaken, (ii) a description of any resolution proposed for adoption at suchmeeting on which such Holders are entitled to vote or of such matter upon whichwritten consent is sought and (iii) instructions for the delivery ofproxies or consents. No vote or consent of the Holders of the CapitalSecurities will be required for the Trust to redeem and cancel CapitalSecurities or to distribute the Debentures in accordance with the Declarationand the terms of the Securities.

 

I-9

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

 

In no event will Holders of the Capital Securitieshave the right to vote to appoint, remove or replace the Administrators, whichvoting rights are vested exclusively in the Sponsor as the Holder of all of theCommon Securities of the Trust.  Undercertain circumstances as more fully described in the Declaration, Holders ofCapital Securities have the right to vote to appoint, remove or replace theInstitutional Trustee.

 

6.             Voting Rights - Common Securities.

 

(a)           Except as provided underparagraphs 6(b), 6(c) and 7 and as otherwise required by law and theDeclaration, the Common Securities will have no voting rights.

 

(b)           The Holders of the Common Securitiesare entitled, in accordance with Article IV of the Declaration, to vote toappoint, remove or replace any Administrators.

 

(c)           Subject to Section 6.7 of theDeclaration and only after each Event of Default (if any) with respect to theCapital Securities has been cured, waived, or otherwise eliminated and subjectto the requirements of the second to last sentence of this paragraph, theHolders of a Majority in liquidation amount of the Common Securities, votingseparately as a class, may direct the time, method, and place of conducting anyproceeding for any remedy available to the Institutional Trustee, or exercisingany trust or power conferred upon the Institutional Trustee under theDeclaration, including (i) directing the time, method, place of conductingany proceeding for any remedy available to the Debenture Trustee, or exercisingany trust or power conferred on the Debenture Trustee with respect to theDebentures, (ii) waive any past default and its consequences that is waivableunder the Indenture, or (iii) exercise any right to rescind or annul adeclaration that the principal of all the Debentures shall be due and payable; provided,however, that, where a consent or action under the Indenture wouldrequire a Super Majority, the Institutional Trustee may only give such consentor take such action at the written direction of the Holders of at least theproportion in liquidation amount of the Common Securities which the relevantSuper Majority represents of the aggregate principal amount of the Debenturesoutstanding. Notwithstanding this paragraph 6(c), the InstitutionalTrustee shall not revoke any action previously authorized or approved by a voteor consent of the Holders of the Capital Securities. Other than with respect todirecting the time, method and place of conducting any proceeding for anyremedy available to the Institutional Trustee or the Debenture Trustee as setforth above, the Institutional Trustee shall not take any action describedin (i), (ii) or (iii) above, unless the Institutional Trustee has obtainedan opinion of tax counsel to the effect that for the purposes of United Statesfederal income tax the Trust will not be classified as other than a grantortrust on account of such action. If the Institutional Trustee fails to enforceits rights under the Declaration to the fullest extent permitted by law, anyHolder of the Common Securities may institute a legal proceeding directlyagainst any Person to enforce the Institutional Trustee’s rights under theDeclaration, without first instituting a legal proceeding against theInstitutional Trustee or any other Person.

 

Any approval or direction of Holders of the CommonSecurities may be given at a separate meeting of Holders of the CommonSecurities convened for such purpose, at a meeting of all of the Holders of theSecurities in the Trust or pursuant to written consent.  The Administrators will cause a notice ofany meeting at which Holders of the Common Securities are entitled to vote, orof any matter upon which action by written consent of such Holders is to betaken, to be mailed to each Holder of the Common Securities. Each such noticewill include a statement setting forth (i) the date of such meeting or thedate by which such action is to be taken, (ii) a description of anyresolution proposed for adoption at

 

I-10

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such meeting on which such Holders are entitled tovote or of such matter upon which written consent is sought and(iii) instructions for the delivery of proxies or consents.

 

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

 

7.             Amendments to Declaration and Indenture.

 

(a)           In addition to any requirements underSection 11.1 of the Declaration, if any proposed amendment to theDeclaration provides for, or the Trustees, Sponsor or Administrators otherwisepropose to effect, (i) any action that would adversely affect the powers,preferences or special rights of the Securities, whether by way of amendment tothe Declaration or otherwise, or (ii) the Liquidation of the Trust, otherthan as described in Section 7.1 of the Declaration, then the Holders ofoutstanding Securities, voting together as a single class, will be entitled tovote on such amendment or proposal and such amendment or proposal shall not beeffective except with the approval of the Holders of at least a Majority in liquidationamount of the Securities, affected thereby; provided, however, ifany amendment or proposal referred to in clause (i) above would adverselyaffect only the Capital Securities or only the Common Securities, then only theaffected class will be entitled to vote on such amendment or proposal and suchamendment or proposal shall not be effective except with the approval of aMajority in liquidation amount of such class of Securities.

 

(b)           In the event the consent of theInstitutional Trustee as the holder of the Debentures is required under theIndenture with respect to any amendment, modification or termination of theIndenture or the Debentures, the Institutional Trustee shall request thewritten direction of the Holders of the Securities with respect to suchamendment, modification or termination and shall vote with respect to suchamendment, modification, or termination as directed by a Majority inliquidation amount of the Securities voting together as a single class; provided,however, that where a consent under the Indenture would require a SuperMajority, the Institutional Trustee may only give such consent at the directionof the Holders of at least the proportion in liquidation amount of theSecurities which the relevant Super Majority represents of the aggregateprincipal amount of the Debentures outstanding.

 

(c)           Notwithstanding the foregoing, noamendment or modification may be made to the Declaration if such amendment ormodification would (i) cause the Trust to be classified for purposes ofUnited States federal income taxation as other than a grantor trust,(ii) reduce or otherwise adversely affect the powers of the InstitutionalTrustee or (iii) cause the Trust to be deemed an Investment Company whichis required to be registered under the Investment Company Act.

 

(d)           Notwithstanding any provision of theDeclaration, the right of any Holder of the Capital Securities to receivepayment of distributions and other payments upon redemption or otherwise, on orafter their respective due dates, or to institute a suit for the enforcement ofany such payment on or after such respective dates, shall not be impaired oraffected without the consent of such Holder. For the protection and enforcementof the foregoing provision, each and every Holder of the Capital Securitiesshall be entitled to such relief as can be given either at law or equity.

 

8.             Pro Rata. A reference in these terms of the Securities to any payment,distribution or treatment as being “Pro Rata” shall mean pro rata to eachHolder of the Securities according to the aggregate liquidation amount of theSecurities held by the relevant Holder in relation to the aggregate liquidationamount of all Securities then outstanding unless, in relation to a payment, anEvent of Default has occurred and is continuing, in which case any fundsavailable to make such payment shall be paid first to each Holder of theCapital Securities Pro Rata according to the aggregate liquidation amount ofthe Capital Securities held by the relevant Holder relative to the aggregateliquidation amount of all

 

I-11

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Capital Securitiesoutstanding, and only after satisfaction of all amounts owed to the Holders ofthe Capital Securities, to each Holder of the Common Securities Pro Rataaccording to the aggregate liquidation amount of the Common Securities held bythe relevant Holder relative to the aggregate liquidation amount of all CommonSecurities outstanding.

 

9.             Ranking.  The Capital Securities rank *pari passu*with and payment thereon shall be made Pro Rata with the Common Securitiesexcept that, where an Event of Default has occurred and is continuing, therights of Holders of the Common Securities to receive payment of Distributionsand payments upon liquidation, redemption and otherwise are subordinated to therights of the Holders of the Capital Securities with the result that no paymentof any Distribution on, or Redemption Price of, any Common Security, and noother payment on account of redemption, liquidation or other acquisition ofCommon Securities, shall be made unless payment in full in cash of allaccumulated and unpaid Distributions on all outstanding Capital Securities forall distribution periods terminating on or prior thereto, or in the case ofpayment of the Redemption Price the full amount of such Redemption Price on alloutstanding Capital Securities then called for redemption, shall have been madeor provided for, and all funds immediately available to the InstitutionalTrustee shall first be applied to the payment in full in cash of allDistributions on, or the Redemption Price of, the Capital Securities then dueand payable.

 

10.           Acceptanceof Guarantee and Indenture. Each Holder of the Capital Securities and theCommon Securities, by the acceptance of such Securities, agrees to theprovisions of the Guarantee, including the subordination provisions therein andto the provisions of the Indenture.

 

11.           NoPreemptive Rights. The Holders of the Securities shall have no preemptiveor similar rights to subscribe for any additional securities.

 

12.           Miscellaneous.These terms constitute a part of the Declaration. The Sponsor will provide acopy of the Declaration, the Guarantee, and the Indenture to a Holder withoutcharge on written request to the Sponsor at its principal place of business.

 

I-12

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**EXHIBIT A-1**

 

**FORM OF CAPITAL SECURITY CERTIFICATE**

 

[FORM OF FACE OFSECURITY]

 

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIESLAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREINMAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OROTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCHTRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OFTHE SECURITIES ACT.  THE HOLDER OF THISSECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFERTHIS SECURITY ONLY (A) TO THE SPONSOR OR THE TRUST, (B) TO A PERSONWHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN ATRANSACTION MEETING THE REQUIREMENTS OF RULE 144A SO LONG AS THIS SECURITYIS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE WITHRULE 144A, (C) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION INACCORDANCE 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 FOROFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THESECURITIES ACT, OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THEREGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE SPONSOR’S ANDTHE TRUST’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THEDELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATIONSATISFACTORY TO EACH OF THEM IN ACCORDANCE WITH THE DECLARATION OF TRUST, ACOPY OF WHICH MAY BE OBTAINED FROM THE SPONSOR OR THE TRUST.  THE HOLDER OF THIS SECURITY AGREES THAT ITWILL COMPLY WITH THE FOREGOING RESTRICTIONS.

 

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILLDELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATE AND OTHERINFORMATION AS MAY BE REQUIRED BY THE DECLARATION TO CONFIRM THAT THETRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

 
| Certificate Number |   | Number of Capital  Securities |
|--------------------|--------|-------------------------------|

 

February 22, 2001

 

Certificate EvidencingCapital Securities of

 

of

 

County Statutory Trust I

 

(liquidation amount $1,000 per Capital Security)

 

County Statutory Trust I, a statutory trust createdunder the laws of the State of Connecticut (the “Trust”), hereby certifies thatPreferred Term Securities II, Ltd. (the “Holder”) is the registered owner ofsecurities of the Trust representing undivided beneficial interests in theassets of the Trust, (liquidation

 

A-1-1

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amount $1,000 per capital security) (the “CapitalSecurities”). Subject to the Declaration (as defined below), the CapitalSecurities are transferable on the books and records of the Trust in person orby a duly authorized attorney, upon surrender of this Certificate duly endorsedand in proper form for transfer. The designation, rights, privileges,restrictions, preferences and other terms and provisions of the CapitalSecurities represented hereby are issued pursuant to, and shall in all respectsbe subject to, the provisions of the Amended and Restated Declaration of Trustof the Trust dated as of February 22, 2001, among Roger Dale McKinney andJaney Cabral as Administrators, State Street Bank and Trust Company ofConnecticut, National Association, as Institutional Trustee, Capital Corp ofthe West, as Sponsor, and the holders from time to time of undivided beneficialinterests in the assets of the Trust, including the designation of the terms ofthe Capital Securities as set forth in Annex I to the Declaration of Trustdated February 22, 2001 as the same may be amended from time to time (the“Declaration”).  Capitalized terms usedherein but not defined shall have the meaning given them in the Declaration.The Holder is entitled to the benefits of the Guarantee to the extent providedtherein. The Sponsor will provide a copy of the Declaration, the Guarantee, andthe Indenture to the Holder without charge upon written request to the Trust atits principal place of business.

 

Upon receipt of this Security, the Holder is bound bythe Declaration and is entitled to the benefits thereunder.

 

By acceptance of this Security, the Holder agrees totreat, for United States federal income tax purposes, the Debentures asindebtedness and the Capital Securities as evidence of beneficial ownership inthe Debentures.

 

This Capital Security is governed by, and construed inaccordance with, the laws of the State of Connecticut, without regard toprinciples of conflict of laws.

 

IN WITNESS WHEREOF, the Trust has duly executed thiscertificate.

 
|   | COUNTY STATUTORY  TRUST I |
|--------|---------------------------|
|   |                      |
|   |                      |
|   | By:                       |   |   |
|   |                      | Name: |
|   |                      | Title:  Administrator |

 

 

CERTIFICATE OFAUTHENTICATION

 

This is one of the Capital Securities referred to inthe within-mentioned Declaration.

 
|   | STATE STREET  BANK AND TRUST COMPANY OF  CONNECTICUT, NATIONAL ASSOCIATION, |
|--------|-----------------------------------------------------------------------------|
|   | as the  Institutional Trustee                                               |
|   |                                                                        |
|   |                                                                        |
|   | By:                                                                         |   |   |
|   |                                                                        | Authorized  Officer |   |

 

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[FORM OF REVERSE OFSECURITY]

 

Distributions payable on each Capital Security will bepayable at an annual rate of 10.20% (the “Coupon Rate”) of the statedliquidation amount of $1,000 per Capital Security, such rate being the rate of interestpayable on the Debentures to be held by the Institutional Trustee.Distributions in arrears for more than a semi-annual period will bear interestthereon compounded semi-annually at the Coupon Rate (to the extent permitted byapplicable law). The term “Distributions” as used herein includes interestpayments (including Additional Interest and principal on the Debentures held bythe Institutional Trustee) and any such compounded interest payable on theDebentures unless otherwise stated.  ADistribution is payable only to the extent that payments are made in respect ofthe Debentures held by the Institutional Trustee and to the extent theInstitutional Trustee has funds available therefor. The amount of Distributionspayable for any period will be computed for any full semi-annual Distributionperiod on the basis of a 360-day year of twelve 30-day months.

 

Except as otherwise described below, Distributions onthe Capital Securities will be cumulative, will accrue from the date oforiginal issuance and will be payable semi-annually in arrears onFebruary 22 and August 22 of each year, commencing on August 22,2001.  The Debenture Issuer has theright under the Indenture to defer payments of interest on the Debentures byextending the interest payment period for up to 10 consecutive semi-annualperiods (each an “Extension Period”) on the Debentures, subject to theconditions described below, although such interest would continue to accrue onthe Debentures at an annual rate equal to the Coupon Rate compoundedsemi-annually to the extent permitted by law during any Extension Period. NoExtension Period may end on a date other than an interest Payment Date. At theend of any such Extension Period the Sponsor shall pay all interest thenaccrued and unpaid on the Debentures (together with Additional Interestthereon); provided, however, that no Extension Period may extendbeyond the Maturity Date.  Prior to thetermination of any Extension Period, the Sponsor may further extend suchperiod, provided that such period together with all such previous and furtherconsecutive extensions thereof shall not exceed 10 consecutive semi-annualperiods, or extend beyond the Maturity Date. Upon the termination of anyExtension Period and upon the payment of all accrued and unpaid interest andAdditional Interest, the Sponsor may commence a new Extension Period, subjectto the foregoing requirements. No interest or Additional Interest shall be dueand payable during an Extension Period, except at the end thereof, but each installmentof interest that would otherwise have been due and payable during suchExtension Period shall bear Additional Interest.  If Distributions are deferred, the Distributions due shall bepaid on the date that the related Extension Period terminates, to Holders ofthe Securities as they appear on the books and records of the Trust on therecord date immediately preceding such date. Distributions on the Securitiesmust be paid on the dates payable (after giving effect to any Extension Period)to the extent that the Trust has funds available for the payment of suchdistributions in the Property Account of the Trust. The Trust’s funds availablefor Distribution to the Holders of the Securities will be limited to paymentsreceived from the Debenture Issuer. The payment of Distributions out of moneysheld by the Trust is guaranteed by the Guarantor pursuant to the Guarantee.

 

The Capital Securities shall be redeemable as providedin the Declaration.

 

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ASSIGNMENT

 

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

 

 

(Insert assignee’s social security or taxidentificationnumber)                                      

 

 

 

(Insert address and zip code of assignee) andirrevocably appoints

 

 

 

agent to transfer this Capital Security Certificate onthe books of the Trust.  The agent maysubstitute another to act for him or her.

 
|   | Date:      |   |   |
|--------|------------|--------|--------|
|   |       |
|   | Signature: |   |   |
|        |            |        |        |  |

 

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

 

Signature Guarantee:(1)

 

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

 

A-1-4

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**EXHIBIT A-2**

 

FORM OF COMMON SECURITYCERTIFICATE

 

THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGEDOR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION.

 

THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT INCOMPLIANCE WITH SECTION 8.1 OF THE DECLARATION.

 
| Certificate Number |   | Number of Common  Securities |
|--------------------|--------|------------------------------|

 

February 22, 2001

 

Certificate EvidencingCommon Securities

 

of

 

COUNTY STATUTORY TRUST I

 

County Statutory Trust I, a statutory trust createdunder the laws of the State of Connecticut (the “Trust”), hereby certifies thatCapital Corp of the West (the “Holder”) is the registered owner of commonsecurities of the Trust representing undivided beneficial interests in theassets of the Trust (the “Common Securities”). The designation, rights,privileges, restrictions, preferences and other terms and provisions of theCommon Securities represented hereby are issued pursuant to, and shall in allrespects be subject to, the provisions of the Amended and Restated Declarationof Trust of the Trust dated as of February 22, 2001, among Roger DaleMcKinney and Janey Cabral, as Administrators, State Street Bank and TrustCompany of Connecticut, National Association, as Institutional Trustee, CapitalCorp of the West as Sponsor and the holders from time to time of undividedbeneficial interest in the assets of the Trust including the designation of theterms of the Common Securities as set forth in Annex I to the Declaration, asthe same may be amended from time to time (the “Declaration”). Capitalizedterms used herein but not defined shall have the meaning given them in theDeclaration. The Holder is entitled to the benefits of the Guarantee to theextent provided therein.  The Sponsorwill provide a copy of the Declaration, the Guarantee and the Indenture to theHolder without charge upon written request to the Sponsor at its principalplace of business.

 

As set forth in the Declaration, where an Event ofDefault has occurred and is continuing, the rights of Holders of CommonSecurities to payment in respect of Distributions and payments uponLiquidation, redemption or otherwise are subordinated to the rights of paymentof Holders of the Capital Securities.

 

Upon receipt of this Certificate, the Holder is boundby the Declaration and is entitled to the benefits thereunder.

 

By acceptance of this Certificate, the Holder agreesto treat, for United States federal income tax purposes, the Debentures asindebtedness and the Common Securities as evidence of undivided beneficialownership in the Debentures.

 

This Common Security is governed by, and construed inaccordance with, the laws of the State of Connecticut, without regard toprinciples of conflict of laws.

 

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IN WITNESS WHEREOF, the Trust has duly executed thiscertificate.

 
|   | COUNTY STATUTORY  TRUST I |
|--------|---------------------------|
|   |                      |
|   |                      |
|   | By:                       |   |   |
|   |                      | Name: |
|   |                      | Title:  Administrator |

 

A-2-2

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[FORM OF REVERSE OFSECURITY]

 

Distributions payable on each Common Security will beidentical in amount to the Distributions payable on each Capital Security,which is at an annual rate of 10.20% (the “Coupon Rate”) of the statedliquidation amount of $1,000 per Capital Security, such rate being the rate ofinterest payable on the Debentures to be held by the Institutional Trustee.Distributions in arrears for more than one period will bear interest thereoncompounded at the Coupon Rate (to the extent permitted by applicable law). Theterm “Distributions” as used herein includes interest payments (includingAdditional Interest and principal on the Debentures held by the InstitutionalTrustee) and any such compounded interest payable on the Debentures unlessotherwise stated. A Distribution is payable only to the extent that paymentsare made in respect of the Debentures held by the Institutional Trustee and tothe extent the Institutional Trustee has funds available therefor. The amountof Distributions payable for any period will be computed for any fullsemi-annual Distribution period on 360-day year of twelve 30-day months.

 

Except as otherwise described below, Distributions onthe Common Securities will be cumulative, will accrue from the date of originalissuance and will be payable semi-annually in arrears on February 22 andAugust 22 of each year, commencing on August 22, 2001. The DebentureIssuer has the right under the Indenture to defer payments of interest on theDebentures by extending the interest payment period for up to 10 consecutivesemi-annual periods (each an “Extension Period”) on the Debentures, subject tothe conditions described below, although such interest would continue to accrueon the Debentures at an annual rate equal to the Coupon Rate compoundedsemi-annually to the extent permitted by law during any Extension Period. NoExtension Period may end on a date other than an Interest Payment Date. At theend of any such Extension Period the Sponsor shall pay all interest thenaccrued and unpaid on the Debentures (together with Additional Interestthereon); provided, however, that no Extension Period may extendbeyond the Maturity Date.  Prior to thetermination of any Extension Period, the Sponsor may further extend suchperiod, provided that such period together with all such previous and furtherconsecutive extensions thereof shall not exceed 10 consecutive semi-annualperiods, or extend beyond the Maturity Date. Upon the termination of anyExtension Period and upon the payment of all accrued and unpaid interest andAdditional Interest, the Sponsor may commence a new Extension Period, subjectto the foregoing requirements. No interest or Additional Interest shall be dueand payable during an Extension Period, except at the end thereof, but eachinstallment of interest that would otherwise have been due and payable duringsuch Extension Period shall bear Additional Interest. If Distributions aredeferred, the Distributions due shall be paid on the date that the relatedExtension Period terminates, to Holders of the Securities as they appear on thebooks and records of the Trust on the record date immediately preceding suchdate. Distributions on the Securities must be paid on the dates payable (aftergiving effect to any Extension Period) to the extent that the Trust has fundsavailable for the payment of such distributions in the Property Account of theTrust. The Trust’s funds available for Distribution to the Holders of theSecurities will be limited to payments received from the Debenture Issuer. Thepayment of Distributions out of moneys held by the Trust is guaranteed by theGuarantor pursuant to the Guarantee.

 

The Common Securities shall be redeemable as providedin the Declaration.

 

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ASSIGNMENT

 

FOR VALUE RECEIVED, the undersigned assigns andtransfers this Common Security Certificate to:

 

 

(Insert assignee’s social security or taxidentificationnumber)                                       

 

 

 

(Insert address and zip code of assignee) andirrevocably appoints

 

 

 
|   |                                                                agent to transfer this Common Security Certificate on the books of the  Trust.  The agent may substitute  another to act for him or her. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   | Date:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   | Signature:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   | (Sign exactly as your  name appears on the other side of this Common Security Certificate)                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   | Signature:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |  |  |  |

 

(Sign exactly as your name appears on the other sideof this common Security Certificate)

 

Signature Guarantee (2)

 

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(2) Signature must be guaranteed by an “eligibleguarantor institution” that is a bank, stockbroker, savings and loanassociation or credit union, meeting the requirements of the Securityregistrar, which requirements include membership or participation in theSecurities Transfer Agents Medallion Program (“STAMP”) or such other “signatureguarantee program” as may be determined by the Security registrar in additionto, or in substitution for, STAMP, all in accordance with the SecuritiesExchange Act of 1934, as amended.

 

A-2-4

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**EXHIBIT B**

 

**SPECIMEN OF INITIAL DEBENTURE**

 

B-1

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**EXHIBIT C**

 

**PLACEMENT AGREEMENT**

 

C-1

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