Replacement Capital Covenant


    Exhibit
      4.3 

     

    Replacement
      Capital Covenant,
      dated
      as of September 29, 2006 (this "Replacement
      Capital Covenant"),
      by
      Dominion Resources, Inc., a Virginia corporation (together with its successors
      and assigns, the "Corporation"),
      in
      favor of and for the benefit of each Covered Debtholder (as defined below).
      

     

    Recitals
      

     

    A.
      On the
      date hereof, the Corporation is issuing $500,000,000 aggregate principal amount
      of its Series B Enhanced Junior Subordinated Notes due 2066 (the "Notes").
      

     

    B.
      This
      Replacement Capital Covenant is the "Replacement Capital Covenant" referred
      to
      in the Corporation’s Prospectus Supplement, dated September 26, 2006.


     

    C.
      The
      Corporation, in entering into and disclosing the content of this Replacement
      Capital Covenant in the manner provided below, is doing so with the intent
      that
      the covenants provided for in this Replacement Capital Covenant be enforceable
      by each Covered Debtholder and the Corporation be estopped from disregarding
      the
      covenants in this Replacement Capital Covenant, in each case to the fullest
      extent permitted by applicable law. 

     

    D.
      The
      Corporation acknowledges that reliance by each Covered Debtholder upon the
      covenants in this Replacement Capital Covenant is reasonable and foreseeable
      by
      the Corporation and that, were the Corporation to disregard their respective
      covenants in this Replacement Capital Covenant, each Covered Debtholder would
      have sustained an injury as a result of its reliance on such covenants.


     

    NOW,
      THEREFORE,
      the
      Corporation hereby covenants and agrees as follows in favor of and for the
      benefit of each Covered Debtholder. 

     

    SECTION
      1. Definitions.
      Capitalized terms used in this Replacement Capital Covenant (including the
      Recitals) have the meanings set forth in Schedule I hereto. 

     

    SECTION
      2. Limitations
      on Redemption, Repurchase or Purchase of Notes.
      The
      Corporation hereby promises and covenants to and for the benefit of each Covered
      Debtholder that the Corporation shall not redeem or repurchase all or any part
      of the Notes on or before September 30, 2036 except to the extent that the
      redemption or repurchase price therefor is equal to or less than the sum of
      (i) the Applicable Percentage of the aggregate net cash proceeds received
      by the Corporation from non-affiliates during the 180 days prior to the
      applicable redemption or repurchase date from the issuance and sale of Common
      Stock of the Corporation plus
      (ii) 100%
      of the aggregate net cash proceeds received by the Corporation from
      non-affiliates during the 180 days prior to the applicable redemption or
      repurchase date from the issuance and sale of Replacement Capital Securities
      of
      the Corporation (other than Common Stock). For the avoidance of doubt, persons
      covered by the Corporation’s dividend reinvestment plan, any direct stock
      purchase plan and director and employee benefit plans shall be deemed
      non-affiliates for purposes of this Section 2. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECTION
      3. Covered
      Debt.
      (a) The Corporation represents and warrants that the Initial Covered Debt
      is Eligible Debt. 

     

    (b)
      (i)
      During the period commencing on the earlier of (x) the date two years and
      30 days prior to the final maturity date for the then effective Covered Debt
      and
      (y) the date on which the Corporation gives notice of redemption of the
      then effective Covered Debt, if such redemption is in whole or in part with
      the
      consequence that after giving effect to such redemption the outstanding
      principal amount of such Covered Debt would be less than $100,000,000, or
      (ii) if earlier than the date specified in clauses (x) and (y) of
      this Section 3(b)(i), on the date on which the Corporation repurchases the
      then effective Covered Debt in whole or in part and, after giving effect to
      such
      repurchase, the outstanding principal amount of such Covered Debt would be
      less
      than $100,000,000, the Corporation shall identify the series of Eligible Debt
      that will become the Covered Debt on the related Redesignation Date in
      accordance with the following procedures: 

     

    (A)
      the
      Corporation shall identify each series of its then outstanding long-term
      indebtedness for money borrowed that is Eligible Debt; 

     

    (B)
      if
      only one series of the Corporation’s then outstanding long-term indebtedness for
      money borrowed is Eligible Debt, such series shall become the Covered Debt
      commencing on the related Redesignation Date; 

     

    (C)
      if
      the Corporation has more than one outstanding series of long-term indebtedness
      for money borrowed that is Eligible Debt, then the Corporation shall identify
      a
      specific series that has the latest occurring final maturity date as of the
      date
      on which the Corporation is applying the procedures in this Section 3(b)
      and such series shall become the Covered Debt commencing on the related
      Redesignation Date; 

     

    (D)
      the
      series of outstanding long-term indebtedness for money borrowed that is
      determined to be the Covered Debt pursuant to clause (B) or (C) above
      shall be the Covered Debt for purposes of this Replacement Capital Covenant
      for
      the period commencing on the related Redesignation Date and continuing to but
      not including the Redesignation Date as of which a new series of outstanding
      long-term indebtedness is next determined to be the Covered Debt pursuant to
      the
      procedures set forth in this Section 3(b); and 

     

    (E)
      in
      connection with such identification of a new series of the Covered Debt, notice
      shall be given as provided for in Section 3(d) within the time frame
      provided for in such section. 

     

    (c)
      Notwithstanding any other provisions of this Replacement Capital Covenant,
      (i) if a series of Eligible Senior Debt of the Corporation has become the
      Covered Debt in accordance with Section 3(b), on the date on which the
      Corporation issues a new series of Eligible Subordinated Debt, then immediately
      upon such issuance such series shall become the Covered Debt and the applicable
      series of Eligible Senior Debt shall cease to be the Covered Debt. 

     

    -2-


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (d)
      In
      order to give effect to the intent of the Corporation described in
      Recital C, the Corporation covenants that (i) simultaneously with the
      execution of this Replacement Capital Covenant, or as soon as practicable after
      the date hereof, notice shall be given to the Holders of the Initial Covered
      Debt, in the manner provided in the indenture or other instrument under which
      such Initial Covered Debt was issued, of this Replacement Capital Covenant
      and
      the rights granted to such Holders hereunder; (ii) so long as the
      Corporation is a reporting company under the Securities Exchange Act, the
      Corporation will include or cause to be included in each Form 10-K filed
      with the Commission by the Corporation a description of the covenant set forth
      in Section 2 and identify the series of long-term indebtedness for borrowed
      money that is Covered Debt as of the date such Form 10-K is filed with the
      Commission; (iii) if a series of the Corporation’s long-term indebtedness
      for money borrowed (1) becomes Covered Debt or (2) ceases to be
      Covered Debt, notice of such occurrence will be given within 30 days to the
      holders of such long-term indebtedness for money borrowed in the manner provided
      for in the indenture or other instrument under which such long-term indebtedness
      for money borrowed was issued and report such change in the next Form 10-Q
      or
      Form 10-K, as applicable, of the Corporation, as applicable; (iv) if, and
      only if, the Corporation ceases to be a reporting company under the Securities
      Exchange Act, the Corporation will post on its website the information otherwise
      required to be included in Securities Exchange Act filings pursuant to clauses
      (ii) and (iii) above; and (v) promptly upon the request of any
      Holder of Covered Debt, the Corporation will provide such Holder with an
      executed copy of this Replacement Capital Covenant.

     

    SECTION
      4. Termination
      and Amendment.
      (a) The obligations of the Corporation pursuant to this Replacement Capital
      Covenant shall remain in full force and effect until the earliest date (the
      "Termination Date") to occur of (i) September 30, 2036, (ii) the
      date, if any, on which the Holders of at least a majority of the outstanding
      principal amount of the then effective Covered Debt consent or agree in writing
      to the termination of the obligations of the Corporation hereunder and
      (iii) the date on which the Corporation ceases to have any Eligible Senior
      Debt or Eligible Subordinated Debt (in each case without giving effect to the
      rating requirement in clause (ii) of the definition of each such term).
      From and after the Termination Date, the obligations of the Corporation pursuant
      to this Replacement Capital Covenant shall be of no further force and effect
      with respect to the Holders, or otherwise. 

     

    (b)
      This
      Replacement Capital Covenant may be amended or supplemented from time to time
      by
      a written instrument signed by the Corporation with the consent of the Holders
      of at least a majority of the outstanding principal amount of the then effective
      Covered Debt, provided that this Replacement Capital Covenant may be amended
      or
      supplemented from time to time by a written instrument signed by the Corporation
      (and without the consent of the Holders) if such amendment or supplement is
      (i) solely to impose additional restrictions on the ability of the
      Corporation to redeem or repurchase Notes or (ii) not adverse to the
      Holders of the then effective Covered Debt and an officer of the Corporation
      has
      delivered to the Holders of the then effective Covered Debt in the manner
      provided for in the indenture or other instrument under which such long-term
      indebtedness for money borrowed was issued a written certificate stating that,
      in his or her determination, such amendment or supplement is not adverse to
      the
      Holders of the then effective Covered Debt. 

     

    (c)
      For
      purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement
      is
      required to terminate, amend or supplement this Replacement Capital Covenant
      or
      the obligations of the Corporation hereunder shall be the Holders of the then
      effective Covered Debt as of a record date established by the Corporation that
      is not more than 30 days prior to the date on which the Corporation proposes
      that such termination, amendment or supplement becomes effective. 

     

    -3-


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    SECTION
      5. Miscellaneous.
      (a) This
      Replacement Capital Covenant shall be governed by and construed in accordance
      with the laws of the State of New York.

     

    (b)
      This
      Replacement Capital Covenant shall be binding upon the Corporation (and its
      successors and assigns) and shall inure to the benefit of the Covered
      Debtholders as they exist from time-to-time (it being understood and agreed
      by
      the Corporation that any Person who is a Covered Debtholder shall retain its
      status as a Covered Debtholder for so long as the series of long-term
      indebtedness for borrowed money owned by such Person is Covered Debt and, if
      such Person initiates a claim or proceeding to enforce its rights under this
      Replacement Capital Covenant after the Corporation has violated its covenants
      in
      Section 2 and before the series of long-term indebtedness for money
      borrowed held by such Person is no longer Covered Debt, such Person’s rights
      under this Replacement Capital Covenant shall not terminate by reason of such
      series of long-term indebtedness for money borrowed no longer being Covered
      Debt). 

     

    (c)
      The
      Corporation acknowledges that reliance by each Covered Debtholder upon the
      covenants in this Replacement Capital Covenant is reasonable and foreseeable
      by
      the Corporation and that, were the Corporation to disregard its covenants in
      this Replacement Capital Covenant, each Covered Debtholder would have sustained
      an injury as a result of its reliance on such covenants. 

     

    (d)
      All
      demands, notices, requests and other communications to the Corporation under
      this Replacement Capital Covenant shall be deemed to have been duly given and
      made if in writing and (i) if served by personal delivery upon the
      Corporation, on the day so delivered (or, if such day is not a Business Day,
      the
      next succeeding Business Day) or (ii) if delivered by registered post or
      certified mail, return receipt requested, or sent to the Corporation by a
      national or international courier service, on the date of receipt by the
      Corporation (or, if such date of receipt is not a Business Day, the next
      succeeding Business Day), or (iii) if sent by telecopier, on the day
      telecopied, or if not a Business Day, the next succeeding Business Day, provided
      that the telecopy is promptly confirmed by telephone confirmation thereof,
      and
      in each case to the Corporation at the address set forth below, or at such
      other
      address as the Corporation may thereafter post on its website as the address
      for
      notices under this Replacement Capital Covenant: 

     

    Dominion
      Resources, Inc. 

    120
      Tredegar Street Richmond, VA 23219 

    Attention:
      Treasurer 

    Facsimile
      No: (804) 819-2211 

    Telephone
      No: (804) 819-2000 

     

    IN
      WITNESS WHEREOF,
      the
      Corporation has caused this Replacement Capital Covenant to be executed by
      a
      duly authorized officer as of the day and year first above written.


    


    


    
      	 	
              DOMINION
                RESOURCES, INC.

            
	 	 
	
              By:

            	
              /s/G.
                Scott Hetzer

            
	
              Name:

            	
              G.
                Scott Hetzer

            
	
              Title:

            	
              Senior
                Vice President and Treasurer

            
	 	 


    

     

    -4-


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule
      I

     

    Definitions
      

     

    "Alternative
      Payment Mechanism" means,
      with respect to any securities or combination of securities referred to in
      the
      definition of "Replacement Capital Securities," that such securities or related
      transaction agreements include a provision to the effect that, if the issuer
      has
      exhausted its rights to defer Distributions at its option pursuant to an
      Optional Deferral Provision or if any Mandatory Trigger Provision has become
      applicable, the issuer may or shall, as applicable, unless a Market Disruption
      Event has occurred and is continuing, (i) issue and sell APM Qualifying
      Securities, subject to the APM Qualifying Securities Caps, during the
      180 days prior to each applicable Distribution Date, in an amount such that
      the net proceeds of such sale shall equal or exceed such Distributions and
      (ii) apply the net proceeds of such sale or sales to pay Distributions to
      be paid in full. 

     

    "APM
      Qualifying Securities"
      means:


     

    (a)
      Common Stock; 

     

    (b)
      Qualifying Warrants; and 

     

    (c)
      non-cumulative perpetual preferred stock, where either (i) the transaction
      documents include (x) provisions to the effect that, during periods as to
      which the Corporation has failed one or more financial tests, the Corporation
      may not pay Distributions on the non-cumulative perpetual preferred stock and
      (y) Intent-Based Replacement Disclosure or (ii) such non-cumulative
      perpetual preferred stock is subject to a replacement capital covenant
      substantially similar to this Replacement Capital Covenant, and in the case
      of
      both clause (i) and (ii) the transaction documents provide for no
      remedies as a consequence of non-payment of Distributions other than Permitted
      Remedies (without regard to clause (iii) of the definition of Permitted
      Remedies). 

     

    "APM
      Qualifying Securities Caps"
      means:


     

    (i)
      in
      the case of APM Qualifying Securities that are Common Stock or Qualifying
      Warrants, aggregate proceeds from the issuance thereof pursuant to the related
      Alternative Payment Mechanism (including at any point in time from all prior
      issuances thereof pursuant to such Alternative Payment Mechanism) with respect
      to deferred Distributions attributable to the first five years of any deferral
      period exceeding an amount equal to 2% of the product of the average of the
      current stock market price of the Common Stock on the ten consecutive trading
      days ending on the fourth trading day immediately preceding the date of issuance
      multiplied by the total number of issued and outstanding shares of Common Stock
      as of the date of the Corporation’s most recent publicly available consolidated
      financial statements (the "Common Cap"); and 

     

    (ii)
      in
      the case of APM Qualifying Securities that are non-cumulative perpetual
      preferred stock, aggregate proceeds from the issuance thereof pursuant to the
      related Alternative Payment Mechanism (including at any point in time from
      all
      prior issuances thereof pursuant to such Alternative Payment Mechanism)
      exceeding 25% of the principal or stated amount of the securities that are
      the
      subject of the related Alternative Payment Mechanism (the "Preferred Cap");
      provided (and it being understood) that: 

     

    (a)
      once
      the Corporation reaches the Common Cap, it will not be required to issue more
      Common Stock or Qualifying Warrants under the Alternative Payment Mechanism
      with
      respect to deferred Distributions attributable to the first five years of any
      deferral period even if the amount referred to in clause (i) subsequently
      increases because of a subsequent increase in the current market price of Common
      Stock or the number of outstanding shares of Common Stock; and 

     

    I-1

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    (b)
      if,
      due to a Market Disruption Event or otherwise, the Corporation is able to raise
      some, but not all, of the eligible proceeds necessary to pay all deferred
      Distributions on any Distribution Date, the Corporation will apply any available
      eligible proceeds to pay accrued and unpaid Distributions on the applicable
      Distribution Date in chronological order subject to the APM Qualifying
      Securities Caps. 

     

    "Applicable
      Percentage"
      means,
      in respect of any issuance and sale of Common Stock during the 180 days prior
      to
      the date of redemption or repurchase by the Corporation of any Notes,
      (i) if such Notes are redeemed or repurchased by the Corporation after the
      date hereof and on or before September 30, 2016, 200% and (ii) if such
      Notes are redeemed or repurchased by the Corporation after September 30,
      2016, 400%. 

     

    "Board
      of Directors"
      means
      the Board of Directors of the Corporation or a duly constituted committee
      thereof. 

     

    "Business
      Day"
      means
      each day other than (i) a Saturday or Sunday or (ii) a day on which
      banking institutions in The City of New York are authorized or obligated by
      law,
      regulation or executive order to close. 

     

    "Commission"
      means
      the United States Securities and Exchange Commission. 

     

    "Common
      Equity Units"
      means a
      security or combination of securities that 

     

    (i)
      gives
      the holders (a) a beneficial interest in a fixed income security of the
      Corporation (including a debt security, a trust preferred security of a
      subsidiary trust or preferred stock) that has a maturity no greater than six
      years and (b) a beneficial interest in a stock purchase contract;


     

    (ii)
      includes a remarketing feature pursuant to which the fixed income security
      is
      required to be remarketed to new investors within four years from the date
      of
      issuance of the security; and 

     

    (iii)
      provides for the proceeds raised in the remarketing to be used to purchase
      a
      determinable number of shares of Common Stock (which may be determinable within
      a range) pursuant to the stock purchase contract. 

     

    "Common
      Stock"
      means
      common stock of the Corporation (including treasury shares of common stock
      and
      shares of common stock, if any, sold pursuant to a dividend reinvestment plan,
      any direct stock purchase plan or director or employee benefit plan).


     

    "Corporation"
      has the
      meaning specified in the introduction to this instrument. 

     

    "Covered
      Debtholder"
      means
      each Person (whether a Holder or a beneficial owner holding through a
      participant in a clearing agency) that buys, holds or sells long-term
      indebtedness for money borrowed of the Corporation during the period that such
      long-term indebtedness for money borrowed is Covered Debt, provided that a
      Person who has sold all its right, title and interest in Covered Debt shall
      cease to be a Covered Debtholder at the time of such sale if, at such time,
      the
      Corporation has not breached or repudiated, or threatened to breach or
      repudiate, its obligations hereunder. 

     

    "Covered
      Debt"
      means
      (i) at the date of this Replacement Capital Covenant and continuing to but
      not including the first Redesignation Date, the Initial Covered Debt and
      (ii) thereafter, commencing with each Redesignation Date and continuing to
      but not including the next succeeding Redesignation Date, the Eligible Debt
      identified pursuant to Section 3(b) as the Covered Debt for such period.


     

    I-2

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



     

    


     

    "Distribution
      Date"
      means,
      as to any security or combination of securities, the dates on which periodic
      Distributions on such securities are scheduled to be made. 

     

    "Distribution
      Period"
      means,
      as to any security or combination of securities, each period from and including
      a Distribution Date for such securities to but not including the next succeeding
      Distribution Date for such securities. 

     

    "Distributions"
      means,
      as to a security or combination of securities, dividends, interest payments
      or
      other income distributions to the holders thereof that are not Subsidiaries
      of
      the Corporation. 

     

    "Eligible
      Debt"
      means,
      at any time, Eligible Subordinated Debt or, if no Eligible Subordinated Debt
      is
      then outstanding, Eligible Senior Debt. The Notes shall not be considered
      "Eligible Debt" for purposes of this Replacement Capital Covenant. 

     

    "Eligible
      Senior Debt"
      means,
      at any time in respect of any issuer, each series of the issuer’s then
      outstanding long-term indebtedness for money borrowed that (i) upon a
      bankruptcy, liquidation, dissolution or winding up of the issuer, ranks most
      senior among the issuer’s then outstanding classes of indebtedness for money
      borrowed, (ii) is then assigned a rating by at least one NRSRO (provided
      that this clause (ii) shall apply on a Redesignation Date only if on such
      date the issuer has outstanding senior long-term indebtedness for money borrowed
      that satisfies the requirements of clauses (i), (iii) and (iv) that is
      then assigned a rating by at least one NRSRO), (iii) has an outstanding
      principal amount of not less than $100,000,000, and (iv) was issued through
      or with the assistance of a commercial or investment banking firm or firms
      acting as underwriters, initial purchasers or placement or distribution agents.
      For purposes of this definition as applied to securities with a CUSIP number,
      each issuance of long-term indebtedness for money borrowed that has (or, if
      such
      indebtedness is held by a trust or other intermediate entity established
      directly or indirectly by the issuer, the securities of such intermediate entity
      have) a separate CUSIP number shall be deemed to be a series of the issuer’s
      long-term indebtedness for money borrowed that is separate from each other
      series of such indebtedness. 

     

    "Eligible
      Subordinated Debt"
      means,
      at any time in respect of any issuer, each series of the issuer’s then
      outstanding long-term indebtedness for money borrowed that (i) upon a
      bankruptcy, liquidation, dissolution or winding up of the issuer, ranks
      subordinate to the issuer’s then outstanding series of indebtedness for money
      borrowed that ranks most senior, (ii) is then assigned a rating by at least
      one NRSRO (provided that this clause (ii) shall apply on a Redesignation
      Date only if on such date the issuer has outstanding subordinated long-term
      indebtedness for money borrowed that satisfies the requirements of clauses
      (i),
      (iii) and (iv) that is then assigned a rating by at least one NRSRO),
      (iii) has an outstanding principal amount of not less than $100,000,000,
      and (iv) was issued through or with the assistance of a commercial or
      investment banking firm or firms acting as underwriters, initial purchasers
      or
      placement or distribution agents. For purposes of this definition as applied
      to
      securities with a CUSIP number, each issuance of long-term indebtedness for
      money borrowed that has (or, if such indebtedness is held by a trust or other
      intermediate entity established directly or indirectly by the issuer, the
      securities of such intermediate entity have) a separate CUSIP number shall
      be
      deemed to be a series of the issuer’s long-term indebtedness for money borrowed
      that is separate from each other series of such indebtedness. 

     

    


     

    I-3


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


     

    "Explicit
      Replacement Covenant"
      means,
      as to any security or combination of securities, that the issuer has made a
      covenant substantially similar to this Replacement Capital Covenant to the
      effect that the issuer will redeem or repurchase such securities only if and
      to
      the extent that the redemption or repurchase price is equal to or less than
      the
      net proceeds received from the issuance and sale of Replacement Capital
      Securities, substantially as that term is defined herein but as applied to
      such
      securities instead of to the Notes, raised within 180 days prior to the
      applicable redemption or repurchase date, and that the board of directors of
      the
      issuer has determined that such covenant is binding on the issuer for the
      benefit of one or more series of the long-term indebtedness for money borrowed
      of the issuer (or an affiliate of the issuer, if the covenant so provides)
      to
      the same extent as this Replacement Capital Covenant is binding on the
      Corporation for the benefit of the Holders of the Initial Covered
      Debt.

     

    "Form
      10-K"
      means an
      Annual Report on Form 10-K filed with the Commission under the Securities
      Exchange Act, and any successor report. 

     

    "Form
      10-Q"
      means a
      Quarterly Report on Form 10-Q filed with the Commission under the Securities
      Exchange Act, and any successor report. 

     

    "Holder"
      means,
      as to the Covered Debt then in effect, each holder of such Covered Debt as
      reflected on the securities register maintained by or on behalf of the
      Corporation with respect to such Covered Debt. 

     

    "Initial
      Covered Debt"
      means
      the 8.4% Capital Securities issued on January 12, 2001 by Dominion
      Resources Capital Trust III (CUSIP No. 25746NAA3). 

     

    "Intent-Based
      Replacement Disclosure"
      means,
      as to any security or combination of securities issued, directly or indirectly,
      that the issuer has publicly stated its intention, either in the prospectus
      or
      other offering document under which such security or combination of securities
      were initially offered for sale or in filings with the Commission made by the
      issuer or an affiliate under the Securities Exchange Act prior to or
      contemporaneously with the issuance of such securities, that the issuer will
      redeem or repurchase such securities only with securities that would be
      considered Replacement Capital Securities, substantially as that term is defined
      herein but as applied to such securities instead of to the Notes, raised within
      180 days prior to the applicable redemption or repurchase date.


     

    


     

    I-4


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


     

    "Mandatory
      Trigger Provision"
      means,
      as to any security or combination of securities, provisions in the terms thereof
      or in the related transaction agreements that (A) require, or at its option
      in the case of perpetual non-cumulative preferred stock permit, the issuer
      of
      such security or combination of securities to make payment of Distributions
      on
      such securities only in connection with the issuance and sale of APM Qualifying
      Securities, within two years of a failure to satisfy one or more financial
      tests
      set forth in the terms of such securities or related transaction agreements,
      in
      amount such that the net proceeds of such sale at least equal the amount of
      unpaid Distributions on such securities (including without limitation all
      deferred and accumulated amounts) and in either case requires the application
      of
      the net proceeds of such sale to pay such unpaid Distributions, (B) in the
      case of securities other than perpetual non-cumulative preferred stock, prohibit
      the issuer from repurchasing any shares of its Common Stock prior to the date
      six months after the issuer applies the net proceeds of the sales described
      in
      clause (A) to pay such unpaid Distributions in full, (C) upon any
      liquidation, dissolution, winding up, reorganization or in connection with
      any
      insolvency, receivership or proceeding under any bankruptcy law with respect
      to
      the issuer, limit the claim of the holders of such securities (other than
      perpetual non-cumulative preferred stock) for Distributions that accumulate
      during a period in which the Corporation fails to satisfy one or more financial
      tests set forth in the terms of such securities or related transaction
      agreements to (x) 25% of the principal amount of such securities then
      outstanding in the case of securities not permitting the issuance and sale
      pursuant to the provisions described in clause (A) above of securities
      other than Common Stock or (y) two years of accumulated and unpaid
      Distributions (including compounded amounts thereon) in all other cases and
      (D) limit the issuer’s use of APM Qualifying Securities that are
      non-cumulative perpetual preferred stock for purposes of making payments of
      Distributions on such securities to a liquidation amount not in excess of 25%
      of
      the initial aggregate liquidation amount (in the case of perpetual
      non-cumulative preferred stock) or the initial aggregate principal amount (in
      the case of securities other than perpetual non-cumulative preferred stock).
      No
      remedy other than Permitted Remedies will arise by the terms of such securities
      or related transaction agreements in favor of the holders of such securities
      as
      a result of the issuer’s failure to pay Distributions because of the Mandatory
      Trigger Provision or as a result of the issuer’s exercise of its right under an
      Optional Deferral Provision until Distributions have been deferred for one
      or
      more Distribution Periods that total together at least ten years. 

     

    "Mandatorily
      Convertible Preferred Stock"
      means
      cumulative preferred stock with (a) no prepayment obligation on the part of
      the issuer thereof, whether at the election of the holders or otherwise, and
      (b) a requirement that the preferred stock convert into a determinable
      number of shares of Common Stock of the issuer (which may be determinable within
      a range) within three years from the date of its issuance. 

     

    "Market
      Disruption Event"
      means
      the occurrence or existence of any of the following events or sets of
      circumstances: 

     

    (i)
      trading in securities generally, or in the securities of the issuer (or any
      affiliate of the issuer that may issue securities in settlement of an
      Alternative Payment Mechanism) specifically, on the New York Stock Exchange
      or
      any other national securities exchange or over-the-counter market on which
      such
      securities are then listed or traded shall have been suspended or their
      settlement generally shall have been materially disrupted; 

     

    


     

    I-5


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii)
      the
      issuer (or an affiliate as specified in clause (i)) would be required to obtain
      the consent or approval of a regulatory body (including, without limitation,
      any
      securities exchange) or governmental authority to issue shares of APM Qualifying
      Securities and the issuer (or an affiliate as specified in clause (i)) fails
      to
      obtain that consent or approval notwithstanding the commercially reasonable
      efforts of the issuer (or such affiliate) to obtain that consent or approval;
      or


     

    (iii)
      an
      event occurs and is continuing as a result of which the offering document for
      the offer and sale of the APM Qualifying Securities would, in the reasonable
      judgment of the issuer (or an affiliate as specified in clause (i)), contain
      an
      untrue statement of a material fact or omit to state a material fact required
      to
      be stated in that offering document or necessary to make the statements in
      that
      offering document not misleading and either (A) the disclosure of that
      event at the time the event occurs, in the reasonable judgment of the issuer
      (or
      an affiliate as specified in clause (i)), would have a material adverse effect
      on the business of the issuer (or an affiliate as specified in clause (i))
      or
      (B) the disclosure relates to a previously undisclosed proposed or pending
      material business transaction, the disclosure of which would impede the ability
      of the issuer or any affiliate to consummate that transaction, provided that
      one
      or more events described in this subsection (iii) shall not constitute a
      Market Disruption Event with respect to more than one Distribution Date.


     

    "Non-Cumulative
      Preferred Stock" means
      preferred or preference stock having Distributions which may be skipped by
      the
      issuer thereof for any number of Distribution Periods without any remedy arising
      under the terms of such securities or related transaction agreements in favor
      of
      the holders of such securities as a result of such issuer’s failure to pay
      Distributions, other than Permitted Remedies. 

     

    "Notes"
      has
      the
      meaning specified in Recital A, including any subsequent offerings of additional
      notes of the same series. 

     

    "NRSRO"
      means a
      nationally recognized statistical rating organization within the meaning of
      Rule
      15c3-1(c)(2)(vi)(F) under the Securities Exchange Act. 

     

    "Optional
      Deferral Provision"
      means,
      as to any security or combination of securities, a provision in the terms
      thereof or of the related transaction agreements, to the effect that the
      issuer thereof may, in its sole discretion, defer in whole or in part payment
      of
      Distributions on such securities for one or more consecutive Distribution
      Periods of up to ten years without any remedy other than Permitted Remedies
      as a
      result of such issuer’s failure to pay Distributions. 

     

    "Permitted
      Remedies" means,
      as
      to any security or combination of securities, any one or more of (i) rights
      in favor of the holders thereof permitting such holders to elect one or more
      directors of the issuer or its direct or indirect parent company (including
      any
      such rights required by the listing requirements of any stock or securities
      exchange on which such securities may be listed or traded),
      (ii) prohibitions on the issuer paying Distributions on or repurchasing
      Common Stock or other securities that rank junior as to Distributions to such
      securities for so long as Distributions on such securities, including deferred
      Distributions, have not been paid in full or to such lesser extent as may be
      specified in the terms of such securities, and (iii) provisions obliging
      the issuer to cause such unpaid Distributions to be paid in full pursuant to
      an
      Alternative Payment Mechanism. 

     

    I-6

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    "Person"
      means
      any individual, corporation, partnership, joint venture, trust, limited
      liability company or corporation, unincorporated organization or government
      or
      any agency or political subdivision thereof. 

     

    "Qualifying
      Warrants"
      means
      net share settled warrants to purchase Common Stock that have an exercise price
      greater than the current stock market price of the issuer’s Common Stock as of
      their date of issuance, that does not entitle the issuer to redeem for cash
      and
      the holders of such warrants are not entitled to require the issuer to
      repurchase for cash in any circumstance. 

     

    "Redesignation
      Date"
      means,
      as to the then effective Covered Debt, the earliest of (i) the date that is
      two years prior to the final maturity date of such Covered Debt, (ii) if
      the issuer elects to redeem, or the Corporation or a Subsidiary of the
      Corporation elects to repurchase, such Covered Debt either in whole or in part
      with the consequence that after giving effect to such redemption or repurchase
      the outstanding principal amount of such Covered Debt is less than $100,000,000,
      the applicable redemption or repurchase date and (iii) if the then
      outstanding Covered Debt is not Eligible Subordinated Debt, the date on which
      the Corporation issues long-term indebtedness for money borrowed that is
      Eligible Subordinated Debt. 

     

    "Replacement
      Capital Covenant"
      has the
      meaning specified in the introduction to this instrument. 

     

    "Replacement
      Capital Securities"
      shall
      mean securities that meet one or more of the following criteria in the
      determination of the Board of Directors reasonably construing the definitions
      and other terms of this Replacement Capital Covenant: 

     

    (a)
      with
      respect to Notes that are redeemed or repurchased after the date hereof and
      on
      or before September 30, 2016: 

     

    
      	 	
              (i)

            	
              Common
                Stock; 

            


    

     

    
      	 	
              (ii)

            	
              Common
                Equity Units; 

            


    

     

    
      	 	
              (iii)

            	
              Mandatorily
                Convertible Preferred Stock; 

            


    

     

    
      	 	
              (iv)

            	
              Non-Cumulative
                Preferred Stock having at least one of the following combination
                of
                features: 

            


    

     

    
      	 	
              (A)

            	
              (1)
                no maturity or a final maturity of at least 60 years and
                (2) Intent-Based Replacement Disclosure; or
                

            


    

    
      	 	
              (B)

            	
              no
                maturity or a final maturity of at least 40 years and (x) an Explicit
                Replacement Covenant or (y) Intent-Based Replacement Disclosure and a
                Mandatory Trigger Provision; or 

            


    

     

    
      	 	
              (C)

            	
              (1)
                no maturity or a final maturity of at least 25 years, (2) an Explicit
                Replacement Covenant and (3) a Mandatory Trigger Provision;
                

            


    

     

    I-7

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



     

    


     

    
      	 	
              (v)

            	
              preferred
                or preference stock having (1) cumulative Distributions, (2) no
                maturity or a final maturity of at least 60 years and (3) an Explicit
                Replacement Covenant; or 

            


    

     

    
      	 	
              (vi)

            	
              other
                securities that rank upon a liquidation, dissolution or winding-up
                of the
                issuer either (1) pari passu with or junior to the Notes or
                (2) pari passu with the claims of the issuer’s trade creditors and
                junior to all of the issuer’s long-term indebtedness for money borrowed
                (other than the issuer’s long-term indebtedness for money borrowed from
                time to time outstanding that by its terms ranks pari passu with
                such
                securities on a liquidation, dissolution or winding-up of the issuer);
                and
                at least one of the following combination of features
                

            


    

     

    
      	 	
              (A)

            	
              (1)
                an Optional Deferral Provision, (2) no maturity or a final maturity
                of at least 60 years and (3) an Explicit Replacement Covenant, or
                

            


    

     

    
      	 	
              (B)

            	
              (1)
                an Optional Deferral Provision, (2) a Mandatory Trigger Provision,
                (3) no maturity or a final maturity of at least 40 years and
                (4) Intent-Based Replacement Disclosure, or
                

            


    

     

    
      	 	
              (C)

            	
              (1)
                an Optional Deferral Provision, (2) a Mandatory Trigger Provision,
                (3) no maturity or a maturity of at least 25 years and (4) an
                Explicit Replacement Covenant; or 

            


    

     

    (b)
      with
      respect to Notes that are redeemed or repurchased after September 30, 2016,


     

    
      	 	
              (i)

            	
              securities
                described in paragraph (a) of this definition;
                

            


    

     

    
      	 	
              (ii)

            	
              preferred
                or preference stock, having no maturity or a final maturity of at
                least 60
                years, and cumulative Distributions and Intent-Based Replacement
                Disclosure; or 

            


    

     

    
      	 	
              (iii)

            	
              other
                securities that rank upon a liquidation, dissolution or winding-up
                of the
                issuer either (1) pari passu with or junior to the Notes or
                (2) pari passu with the claims of the issuer’s trade creditors and
                junior to all of the issuer’s long-term indebtedness for money borrowed
                (other than the issuer’s long-term indebtedness for money borrowed from
                time to time outstanding that by its terms ranks pari passu with
                such
                securities on a liquidation, dissolution or winding-up of the issuer);
                and
                at least one of the following combination of features
                

            


    

     

    
      	 	
              (A)

            	
              (1)
                an Optional Deferral Provision, (2) no maturity or a maturity of at
                least 35 years and (3) an Explicit Replacement Covenant, or
                

            


    

     

    
      	 	
              (B)

            	
              (1)
                an Optional Deferral Provision, (2) a Mandatory Trigger Provision,
                (3) no maturity or a maturity of at least 25 years and
                (4) Intent-Based Replacement Disclosure.


            


    

     

    "Securities
      Exchange Act"
      means
      the Securities Exchange Act of 1934, as amended. 

     

    "Subsidiary"
      means,
      at any time, any Person the shares of stock or other ownership interests of
      which having ordinary voting power to elect a majority of the board of directors
      or other managers of such Person are at the time owned, or the management or
      policies of which are otherwise at the time controlled, directly or indirectly
      through one or more intermediaries (including other Subsidiaries) or both,
      by
      another Person. 

     

    "Termination
      Date"
      has the
      meaning specified in Section 4. 

     

    I-8