**Exhibit
      4.4**


**AMENDED
      AND RESTATED DECLARATION OF TRUST**





**OF**





**BAY
      NATIONAL CAPITAL TRUST I**





**Dated
      as of December 12** ***,*** **2005**














**TABLE
      OF CONTENTS**





PageARTICLE
                I INTERPRETATION AND DEFINITIONS
            1ARTICLE
                II ORGANIZATION
            10ARTICLE
                III SPONSOR
            24ARTICLE
                IV TRUSTEES AND ADMINISTRATORS
            25ARTICLE
                V DISTRIBUTIONS
            30ARTICLE
                VI ISSUANCE OF SECURITIES
            30ARTICLE
                VII DISSOLUTION AND TERMINATION OF TRUST
            37ARTICLE
                VIII TRANSFER OF INTERESTS
            38ARTICLE
                IX LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR
                OTHERS
            44ARTICLE
                X ACCOUNTING
            50ARTICLE
                XI AMENDMENTS AND MEETINGS
            52ARTICLE
                XII REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE
                TRUSTEE
            55ARTICLE
                XIII MISCELLANEOUS
            57








**ANNEXES
      AND EXHIBITS**





ANNEX
                I
            Terms
                of Capital Securities and Common SecuritiesEXHIBIT
                A-1
            Form
                of Capital Security CertificateEXHIBIT
                A-2
            Form
                of Common Security CertificateEXHIBIT
                B
            Form
                of Administrator’s Certificate of the TrustEXHIBIT
                C
            Form
                of Transferee Certificate to be Executed by Accredited
                InvestorsEXHIBIT
                D
            Form
                of Transferor Certificate to be Executed for QIBsEXHIBIT
                E
            Form
                of Transferee Certificate to be Executed by Non-U.S.
                Persons








i


AMENDED
      AND RESTATED DECLARATION OF TRUST





OF





BAY
      NATIONAL CAPITAL TRUST I





December
      12, 2005





AMENDED
      AND RESTATED DECLARATION OF TRUST (as amended or supplemented from time to
      time
      in accordance with the terms hereof, this “Declaration”), dated and effective as
      of December 12, 2005, by the Trustees (as defined herein), the Administrators
      (as defined herein), the Sponsor (as defined herein) and the holders from time
      to time of undivided beneficial interests in the assets of the Trust (as defined
      herein) to be issued pursuant to this Declaration.





WHEREAS,
      certain of the Trustees and the Sponsor established Bay National Capital Trust
      I
      (the “Trust”), a statutory trust under the Statutory Trust Act (as defined
      herein), pursuant to a Declaration of Trust, dated as of December 6, 2005 (the
      “Original Declaration”), and a Certificate of Trust filed with the Secretary of
      State of the State of Delaware on December 6, 2005, for the sole purpose of
      issuing and selling the Securities (as defined herein) representing undivided
      beneficial interests in the assets of the Trust, investing the proceeds thereof
      in the Debentures (as defined herein) of the Debenture Issuer (as defined
      herein) and engaging in those activities necessary, advisable or incidental
      thereto;





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





WHEREAS,
      all of the Trustees, the Administrators and the Sponsor, by this Declaration,
      amend and restate each and every term and provision of the Original
      Declaration.





NOW,
      THEREFORE, it being the intention of the parties hereto to continue the Trust
      as
      a statutory trust under the Statutory Trust Act and that this Declaration
      constitutes the governing instrument of such statutory trust, and that all
      assets contributed to the Trust will be held in trust for the benefit of the
      holders, from time to time, of the Securities, subject to the provisions of
      this
      Declaration, and, in consideration of the mutual covenants contained herein
      and
      other good and valuable consideration, the receipt of which is hereby
      acknowledged, the parties, intending to be legally bound hereby, amend and
      restate in its entirety the Original Declaration and agree as
      follows:





ARTICLE
      I


INTERPRETATION
      AND DEFINITIONS





Section
      1.1.  Definitions .
      Unless
      the context otherwise requires:








(a)  capitalized
      terms used in this Declaration but not defined in the preamble above or
      elsewhere herein have the respective meanings assigned to them in this Section
      1.1 or, if not defined in this Section 1.1 or elsewhere herein, in the
      Indenture;





(b)  a
      term
      defined anywhere in this Declaration has the same meaning
      throughout;





(c)  all
      references to “the Declaration’’ or “this Declaration” are to this Declaration
      and each Annex and Exhibit hereto, as modified, supplemented or amended from
      time to time;





(d)  all
      references in this Declaration to Articles and Sections and Annexes and Exhibits
      are to Articles and Sections of and Annexes and Exhibits to this Declaration
      unless otherwise specified;





(e)  a
      term
      defined in the Trust Indenture Act (as defined herein) has the same meaning
      when
      used in this Declaration unless otherwise defined in this Declaration or unless
      the context otherwise requires; and





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





“Additional
      Amounts” has the meaning set forth in Section 3.06 of the
      Indenture.





“Administrative
      Action” has the meaning set forth in paragraph 4(a) of Annex I.





“Administrators”
      means each of Hugh W. Mohler, Mark A. Semanie and Warren F. Boutilier, solely
      in
      such Person’s capacity as Administrator of the Trust continued hereunder and not
      in such Person’s individual capacity, or such Administrator’s successor in
      interest in such capacity, or any successor appointed as herein
      provided.





“Affiliate”
      has the same meaning as given to that term in Rule 405 under the Securities
      Act
      or any successor rule thereunder.





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





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





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





(a)  a
      court
      having jurisdiction in the premises enters a decree or order for relief in
      respect of such Person in an involuntary case under any applicable bankruptcy,
      insolvency or other similar law now or hereafter in effect, or appoints a
      receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
      official of such Person or for any substantial part of its property, or orders
      the winding-up or liquidation of its affairs, and such decree, appointment
      or
      order remains unstayed and in effect for a period of 90 consecutive days;
      or








(b)  such
      Person commences a voluntary case under any applicable bankruptcy, insolvency
      or
      other similar law now or hereafter in effect, consents to the entry of an order
      for relief in an involuntary case under any such law, or consents to the
      appointment of or taking possession by a receiver, liquidator, assignee,
      trustee, custodian, sequestrator or other similar official of such Person or
      of
      any substantial part of its property, or makes any general assignment for the
      benefit of creditors, or fails generally to pay its debts as they become
      due.





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





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





“Business
      Day” means any day other than Saturday, Sunday or any other day on which banking
      institutions in Wilmington, Delaware, The City of New York or Annapolis,
      Maryland are permitted or required by law or executive order to
      close.





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





“Capital
      Security Certificate” means a definitive Certificate registered in the name of
      the Holder representing a Capital Security substantially in the form of Exhibit
      A-1.





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





“Certificate”
      means any certificate evidencing Securities.





“Certificate
      of Trust” means the certificate of trust filed with the Secretary of State of
      the State of Delaware with respect to the Trust, as amended and restated from
      time to


time.





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





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





“Commission”
      means the United States Securities and Exchange Commission.





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








“Common
      Security Certificate” means a definitive Certificate registered in the name of
      the Holder representing a Common Security substantially in the form of Exhibit
      A-2.





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





“Corporate
      Trust Office” means the office of the Institutional Trustee at which at any
      particular time its corporate trust business shall be principally administered,
      which at all times shall be located within the United States and at the time
      of
      execution of this Declaration shall be Rodney Square North, 1100 North Market
      Street, Wilmington, DE 19890-0001, Attention: Corporate Capital
      Markets.





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





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





“Debenture
      Issuer” means Bay National Corporation, a bank holding company incorporated in
      the State of Maryland, in its capacity as issuer of the Debentures under the
      Indenture, and any permitted successor under the Indenture.





“Debenture
      Trustee” means Wilmington Trust Company, a Delaware banking corporation, not in
      its individual capacity but solely as trustee under the Indenture until a
      successor is appointed thereunder, and thereafter means such successor
      trustee.





“Debentures”
      means the Fixed Rate Junior Subordinated Debt Securities due 2036 to be issued
      by the Debenture Issuer under the Indenture.





“Default”
      means any event, act or condition that with notice or lapse of time, or both,
      would constitute an Event of Default.





“Deferred
      Interest” means any interest on the Debentures that would have been overdue and
      unpaid for more than one Distribution Payment Date but for the imposition of
      an
      Extension Period, and the interest that shall accrue (to the extent that the
      payment of such interest is legally enforceable) on such interest at the Coupon
      Rate, compounded quarterly from the date on which such Deferred Interest would
      otherwise have been due and payable until paid or made available for
      payment.





“Definitive
      Capital Securities” means any Capital Securities in definitive form issued by
      the Trust.





“Delaware
      Trustee” has the meaning set forth in Section 4.2.








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





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





“Direct
      Action” has the meaning set forth in Section 2.8(e).





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





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





“Distribution
      Period” has the meaning set forth in paragraph 2(a) of Annex I.





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





“Event
      of
      Default” means the occurrence of an Indenture Event of Default.





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





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





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





“Fiduciary
      Indemnified Person” shall mean each of the Institutional Trustee (including in
      its individual capacity), the Delaware Trustee (including in its individual
      capacity), any Affiliate of the Institutional Trustee or the Delaware Trustee,
      and any officers, directors, shareholders, members, partners, employees,
      representatives, custodians, nominees or agents of the Institutional Trustee
      or
      the Delaware Trustee.





“Fiscal
      Year” has the meaning set forth in Section 10.1.





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





“Guarantee”
      means the Guarantee Agreement, dated as of the Closing Date, of the Sponsor
      (the
“Guarantor”) in respect of the Capital Securities.





“Holder”
      means a Person in whose name a Certificate representing a Security is registered
      on the Securities Register maintained by or on behalf of the Registrar, such
      Person being a beneficial owner within the meaning of the Statutory Trust
      Act.








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





“Indenture”
      means the Indenture, dated as of the Closing Date, between the Debenture Issuer
      and the Debenture Trustee, and any indenture supplemental thereto pursuant
      to
      which the Debentures are to be issued.





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





“Institutional
      Trustee” means the Trustee meeting the eligibility requirements set forth in
      Section 4.3.





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





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





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





“Legal
      Action” has the meaning set forth in Section 2.8(e).





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





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





“Majority
      in liquidation amount of the Securities” means Holders of outstanding Securities
      voting together as a single class or, as the context may require, Holders of
      outstanding Capital Securities or Holders of outstanding Common Securities
      voting separately as a class, who are the record owners of more than 50% of
      the
      aggregate liquidation amount (including the amount that would be paid upon
      the
      redemption, liquidation or otherwise on the date upon which the voting
      percentages are determined, plus unpaid Distributions accrued thereon to such
      date) of all outstanding Securities of the relevant class.





“Maturity
      Date” has the meaning set forth in paragraph 4(a) of Annex I.





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





“Officers’
      Certificate” means, with respect to any Person, a certificate signed by two
      Authorized Officers of such Person or, in the case of a natural Person, such
      Person. Any Officers’ Certificate delivered with respect to compliance with a
      condition or covenant provided for in this Declaration shall
      include:








(a)  a
      statement that each Authorized Officer or Person, as the case may be, signing
      the Officers’ Certificate has read the covenant or condition and the definitions
      relating thereto;





(b)  a
      brief
      statement of the nature and scope of the examination or investigation undertaken
      by each Authorized Officer or Person, as the case may be, in rendering the
      Officers’ Certificate;





(c)  a
      statement that each Authorized Officer or Person, as the case may be, has made
      such examination or investigation as, in his or her opinion, is necessary to
      enable such Authorized Officer or Person, as the case may be, to express an
      informed opinion as to whether or not such covenant or condition has been
      complied with; and





(d)  a
      statement as to whether, in the opinion of each Authorized Officer or Person,
      as
      the case may be, such condition or covenant has been complied with.





“Optional
      Redemption Date” has the meaning set forth in paragraph 4(a) of Annex
      I.





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





“Paying
      Agent” has the meaning set forth in Section 612.





“Payment
      Amount” has the meaning set forth in Section 5.1.





“Person”
      means a legal person, including any individual, corporation, estate,
      partnership, joint venture, association, joint stock company, limited liability
      company, trust, unincorporated association, or government or any agency or
      political subdivision thereof, or any other entity of whatever
      nature.





“Purchase
      Agreement” means the Purchase relating to the offer and sale of Capital
      Securities.





“PORTAL”
      has the meaning set forth in Section 2.6(a)(i).





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





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





“Purchaser”
      has the meaning set forth in the Purchase Agreement.





“QIB”
      means a “qualified institutional buyer” as defined under Rule 144A.





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








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





“Registrar”
      has the meaning set forth in Section 6.2.





“Relevant
      Trustee” has the meaning set forth in Section 4.5(a).





“Resale
      Restriction Termination Date” means, with respect to any Capital Security, the
      date which is the later of (i) two years (or such shorter period of time as
      permitted by Rule 144(k) under the Securities Act) after the later of (y) the
      date of original issuance of such Capital Security and (z) the last date on
      which the Trust or any Affiliate of the Trust was the Holder of such Capital
      Security (or any predecessor thereto) and (ii) such later date, if any, as
      may
      be required by any subsequent change in applicable law.





“Responsible
      Officer” means, with respect to the Institutional Trustee, any officer within
      the Corporate Trust Office of the Institutional Trustee with direct
      responsibility for the administration of this Declaration, including any
      vice-president, any assistant vice-president, any secretary, any assistant
      secretary, the treasurer, any assistant treasurer, any trust officer or other
      officer of the Corporate Trust Office of the Institutional Trustee customarily
      performing functions similar to those performed by any of the above designated
      officers and also means, with respect to a particular corporate trust matter,
      any other officer to whom such matter is referred because of that officer’s
      knowledge of and familiarity with the particular subject.





“Restricted
      Securities Legend” has the meaning set forth in Section 8.2©.





“Rule
      144A” means Rule 144A under the Securities Act.





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





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





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





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





“Securities
      Register” has the meaning set forth in Section 6.2(a).





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





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





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








“Sponsor”
      means Bay National Corporation, a bank holding company that is incorporated
      in
      the State of Maryland, or any permitted successor of the Debenture Issuer under
      the Indenture, in its capacity as sponsor of the Trust.





“Statutory
      Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code §
3801 et seq., as it may be amended from time to time, or any successor
      legislation.





“Successor
      Delaware Trustee” has the meaning set forth in Section 4.5(e).





“Successor
      Entity” has the meaning set forth in Section 2.15(b).





“Successor
      Institutional Trustee” has the meaning set forth in Section 4.5(b).





“Successor
      Securities” has the meaning set forth in Section 2.15(b).





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





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





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





“Transfer
      Agent” has the meaning set forth in Section 6.2.





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





“Trust
      Indenture Act” means the Trust Indenture Act of 1939, as amended from
      time-to-time, or any successor legislation.





“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 other property and assets for the time being held or deemed to be held
      by
      the Institutional Trustee pursuant to the trusts of this
      Declaration.





“Trustee”
      or “Trustees” means each Person who has signed this Declaration as a trustee, so
      long as such Person shall continue in office in accordance with the terms
      hereof, and all other Persons who may from time to time be duly appointed,
      qualified and serving as Trustees in accordance with the provisions hereof,
      and
      references herein to a Trustee or the Trustees shall refer to such Person or
      Persons solely in their capacity as trustees hereunder.








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





ARTICLE
      II


ORGANIZATION





Section
      2.1.  Name .
      The
      Trust is named “Bay National Capital Trust I,” as such name may be modified from
      time to time by the Administrators following written notice to the Institutional
      Trustee and the Holders of the Securities. The Trust’s activities may be
      conducted under the name of the Trust or any other name deemed advisable by
      the
      Administrators.





Section
      2.2.  Office .
      The
      address of the principal office of the Trust, which shall be in a state of
      the
      United States or the District of Columbia, is 2328 West Joppa Road, Suite 325,
      Baltimore, Maryland 21093. On ten Business Days’ written notice to the
      Institutional Trustee and the Holders of the Securities, the Administrators
      may
      designate another principal office, which shall be in a state of the United
      States or the District of Columbia.





Section
      2.3.  Purpose .
      The
      exclusive purposes and functions of the Trust are (a) to issue and sell the
      Securities representing undivided beneficial interests in the assets of the
      Trust, (b) to invest the gross proceeds from such sale in the Debentures and
      (c)
      except as otherwise limited herein, to engage in only those other activities
      deemed necessary, advisable or incidental thereto by the Institutional Trustee,
      including, without limitation, those activities specified in this Declaration.
      The Trust shall not borrow money, issue debt or reinvest proceeds derived from
      investments, pledge any of its assets, or otherwise undertake (or permit to
      be
      undertaken) any activity that would cause the Trust not to be classified for
      United States federal income tax purposes as a grantor trust.





Section
      2.4.  Authority .
      Except
      as specifically provided in this Declaration, the Institutional Trustee shall
      have exclusive and complete authority to carry out the purposes of the Trust.
      An
      action taken by a Trustee on behalf of the Trust and in accordance with such
      Trustee’s powers shall constitute the act of and serve to bind the Trust. In
      dealing with the Trustees acting on behalf of the Trust, no Person shall be
      required to inquire into the authority of the Trustees to bind the Trust.
      Persons dealing with the Trust are entitled to rely conclusively on the power
      and authority of the Trustees as set forth in this Declaration. The
      Administrators shall have only those ministerial duties set forth herein with
      respect to accomplishing the purposes of the Trust and are not intended to
      be
      trustees or fiduciaries with respect to the Trust or the Holders. The
      Institutional Trustee shall have the right, but shall not be obligated except
      as
      provided in Section 2.6, to perform those duties assigned to the
      Administrators.





Section
      2.5.  Title
      to Property of the Trust .
      Except
      as provided in Section 2.6(g) and Section 2.8 with respect to the Debentures
      and
      the Property Account or as otherwise provided in this Declaration, legal title
      to all assets of the Trust shall be vested in the Trust. The Holders shall
      not
      have legal title to any part of the assets of the Trust, but shall have an
      undivided beneficial interest in the assets of the Trust.








Section
      2.6.  Powers
      and Duties of the Trustees and the Administrators .





(a)  The
      Trustees and the Administrators shall conduct the affairs of the Trust in
      accordance with the terms of this Declaration. Subject to the limitations set
      forth in paragraph (b) of this Section, and in accordance with the following
      provisions (i) and (ii), the Administrators and, at the direction of the
      Administrators, the Trustees, shall have the authority to enter into all
      transactions and agreements determined by the Administrators to be appropriate
      in exercising the authority, express or implied, otherwise granted to the
      Trustees 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)  Each
      Administrator shall have the power, duty and authority, and is hereby
      authorized, to act on behalf of the Trust with respect to the following
      matters:





(A)  the
      issuance and sale of the Securities;





(B)  to
      cause
      the Trust to enter into, and to execute, deliver and perform on behalf of the
      Trust, such agreements as may be necessary or desirable in connection with
      the
      purposes and function of the Trust, including agreements with the Paying Agent,
      a subscription agreement for Debentures between the Trust and the Sponsor,
      a
      subscription agreement for Capital Securities between the Trust and the
      purchaser of the Capital Securities and a subscription agreement for Common
      Securities between the Trust and the Sponsor;





(C)  ensuring
      compliance with the Securities Act and applicable securities or blue sky laws
      of
      states and other jurisdictions;





(D)  if
      and at
      such time determined solely by the Sponsor at the request of the
      Holders *,* assisting
      in the designation of the Capital Securities for trading in the Private
      Offering *,* Resales
      and Trading through the Automatic Linkages (“PORTAL”) system if
      available;





(E)  the
      sending of notices ( **o** ther
      than
      notices of default) and other information regarding the Securities and the
      Debentures to the Holders in accordance with this Declaration, including notice
      of any notice received from the Debenture Issuer of its election to defer
      payments of interest on the Debentures by extending the interest payment period
      under the Indenture;





(F)  the
      appointment of a Paying Agent *,* Transfer
      Agent and Registrar in accordance with this Declaration;








(G)  execution
      and delivery of the Securities in accordance with this Declaration;





(H)  execution
      and delivery of closing certificates pursuant to the Purchase Agreement and
      the
      application for a taxpayer identification number;





(I)  unless
      otherwise determined by the Holders of a Majority in liquidation amount of
      the
      Securities or as otherwise required by the Statutory Trust Act, to execute
      on
      behalf of the Trust (either acting alone or together with any or all of the
      Administrators) any documents that the Administrators have the power to execute
      pursuant to this Declaration;





(J)  the
      taking of any action as the Sponsor or an Administrator may from time to time
      determine is necessary *,* advisable
      or incidental to the foregoing to give effect to the terms of this Declaration
      for the benefit of the Holders (without consideration of the effect of any
      such
      action on any particular Holder);





(K)  to
      establish a record date with respect to all actions to be taken hereunder that
      require a record date be established *,* including
      Distributions, voting rights *,* redemptions
      and exchanges, and to issue relevant notices to the Holders of Capital
      Securities and Holders of Common Securities as to such actions and applicable
      record dates;





(L)  to
      duly
      prepare and file on behalf of the Trust all applicable tax returns and tax
      information reports that are required to be filed with respect to the
      Trust;





(M)  to
      negotiate the terms of, and the execution and delivery of, the Purchase
      Agreement and any other related agreements providing for the sale of the Capital
      Securities or the resale thereof by the Purchaser;





(N)  to
      employ
      or otherwise engage employees, agents (who may be designated as officers with
      titles), managers, contractors, advisors, attorneys and consultants and pay
      reasonable compensation for such services;





(O)  to
      incur
      expenses that are necessary, advisable or incidental to carry out any of the
      purposes of the Trust;





(P)  to
      give
      the certificate, substantially in the form of Exhibit B attached hereto,
      required by § 314(a)(4) of the Trust Indenture Act to the Institutional Trustee,
      which certificate may be executed by an Administrator; and





(Q)  to
      take
      all action that may be necessary or appropriate for the preservation and the
      continuation of the Trust’s valid existence, rights, franchises and privileges
      as a statutory trust under the laws of each jurisdiction (other than the State
      of Delaware) in which such existence is necessary to protect the limited
      liability of the Holders of the Capital Securities or to enable the Trust to
      effect the purposes for which the Trust was created.








(ii)  As
      among
      the Trustees and the Administrators, the Institutional Trustee shall have the
      power, duty and authority, and is hereby authorized, to act on behalf of the
      Trust with respect to the following matters:





(A)  the
      establishment of the Property Account;





(B)  the
      receipt of the Debentures;





(C)  the
      collection of interest, principal and any other payments made in respect of
      the
      Debentures in the Property Account;





(D)  the
      distribution through the Paying Agent 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 and other information regarding the Securities
      and
      the Debentures to the Holders in accordance with this Declaration;





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





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





(I)  after
      any
      Event of Default (of which the Institutional Trustee has knowledge (as provided
      in Section 2.10(m) hereof)) ( provided ,
      that
      such Event of Default is not by or with respect to the Institutional Trustee),
      the taking of any action that the Institutional Trustee may from time to time
      determine is necessary, advisable or incidental for the foregoing to give effect
      to the terms of this Declaration and protect and conserve the Trust Property
      for
      the benefit of the Holders (without consideration of the effect of any such
      action on any particular Holder);





(J)  to
      take
      all action that may be necessary or appropriate for the preservation and the
      continuation of the Trust’s valid existence, rights, franchises and privileges
      as a statutory trust under the laws of the State of Delaware to protect the
      limited liability of the Holders of the Capital Securities or to enable the
      Trust to effect the purposes for which the Trust was created; and








(K)  to
      undertake any actions set forth in § 317(a) of the Trust Indenture
      Act.





(iii)  The
      Institutional Trustee shall have the power and authority, and is hereby
      authorized, to act on behalf of the Trust with respect to any of the duties,
      liabilities, powers or the authority of the Administrators set forth in Section
      2.6(a)(i)(E) and (F) herein but shall not have a duty to do any such act unless
      specifically requested to do so in writing by the Sponsor, and shall then be
      fully protected in acting pursuant to such written request; and in the event
      of
      a conflict between the action of the Administrators and the action of the
      Institutional Trustee, the action of the Institutional Trustee shall
      prevail.





(b)  So
      long
      as this Declaration remains in effect, the Trust (or the Trustees or
      Administrators acting on behalf of the Trust) shall not undertake any business,
      activities or transaction except as expressly provided herein or contemplated
      hereby. In particular, neither the Trustees nor the Administrators may cause
      the
      Trust to (i) acquire any investments or engage in any activities not authorized
      by this Declaration, (ii) sell, assign, transfer, exchange, mortgage, pledge,
      set-off or otherwise dispose of any of the Trust Property or interests therein,
      including to Holders, except as expressly provided herein, (iii) take any action
      that would cause (or in the case of the Institutional Trustee, to the actual
      knowledge of a Responsible Officer would cause) the Trust to fail or cease
      to
      qualify as a grantor trust for United States federal income tax purposes, (iv)
      incur any indebtedness for borrowed money or issue any other debt or (v) take
      or
      consent to any action that would result in the placement of a lien on any of
      the
      Trust Property. The Institutional Trustee shall, at the sole cost and expense
      of
      the Trust subject to reimbursement under Section 9.6(a), defend all claims
      and
      demands of all Persons at any time claiming any lien on any of the Trust
      Property adverse to the interest of the Trust or the Holders in their capacity
      as Holders.





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





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





(ii)  the
      determination of the jurisdictions in which to take appropriate action to
      qualify or register for sale all or part of the Capital Securities and the
      determination of any and all such acts, other than actions which must be taken
      by or on behalf of the Trust, and the advisement of and direction to the
      Trustees of actions they must take on behalf of the Trust, and the preparation
      for execution and filing of any documents to be executed and filed by the Trust
      or on behalf of the Trust, as the Sponsor deems necessary or advisable in order
      to comply with the applicable laws of any such jurisdictions in connection
      with
      the sale of the Capital Securities; and








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





(d)  Notwithstanding
      anything herein to the contrary, the Administrators, the Institutional Trustee
      and the Holders of a Majority in liquidation amount of the Common Securities
      are
      authorized and directed to conduct the affairs of the Trust and to operate
      the
      Trust so that (i) the Trust will not be deemed to be an Investment Company
      required to be registered under the Investment Company Act (in the case of
      the
      Institutional Trustee, to the actual knowledge of a Responsible Officer), and
      (ii) the Trust will not fail to be classified as a grantor trust for United
      States federal income tax purposes (in the case of the Institutional Trustee,
      to
      the actual knowledge of a Responsible Officer) and (iii) the Trust will not
      take
      any action inconsistent with the treatment of the Debentures as indebtedness
      of
      the Debenture Issuer for United States federal income tax purposes (in the
      case
      of the Institutional Trustee, to the actual knowledge of a Responsible Officer).
      In this connection, the Institutional Trustee, the Administrators and the
      Holders of a Majority in liquidation amount of the Common Securities are
      authorized to take any action, not inconsistent with applicable laws or this
      Declaration, as amended from time to time, that each of the Institutional
      Trustee, the Administrators and such Holders determine in their discretion
      to be
      necessary or desirable for such purposes, even if such action adversely affects
      the interests of the Holders of the Capital Securities.





(e)  All
      expenses incurred by the Administrators or the Trustees pursuant to this Section
      2.6 shall be reimbursed by the Sponsor, and the Trustees shall have no
      obligations with respect to such expenses.





(f)  The
      assets of the Trust shall consist of the Trust Property.





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





(h)  If
      the
      Institutional Trustee or any Holder has instituted any proceeding to enforce
      any
      right or remedy under this Declaration and such proceeding has been discontinued
      or abandoned for any reason, or has been determined adversely to the
      Institutional Trustee or to such Holder, then and in every such case the
      Sponsor, the Institutional Trustee and the Holders shall, subject to any
      determination in such proceeding, be restored severally and respectively to
      their former positions hereunder, and thereafter all rights and remedies of
      the
      Institutional Trustee and the Holders shall continue as though no such
      proceeding had been instituted.





Section
      2.7.  Prohibition
      of Actions by the Trust and the Trustees .





The
      Trust
      shall not, and the Institutional Trustee and the Administrators shall not,
      and
      the Administrators shall cause the Trust not to, engage in any activity other
      than as required or authorized by this Declaration. In particular, the Trust
      shall not, and the Institutional Trustee and the Administrators shall not cause
      the Trust to:







(a)  invest
      any proceeds received by the Trust from holding the Debentures, but shall
      distribute all such proceeds to Holders of the Securities pursuant to the terms
      of this Declaration and of the Securities;





(b)  acquire
      any assets other than as expressly provided herein;





(c)  possess
      Trust Property for other than a Trust purpose;





(d)  make
      any
      loans or incur any indebtedness other than loans represented by the
      Debentures;





(e)  possess
      any power or otherwise act in such a way as to vary the Trust


Property
      or the terms of the Securities;




(f)  issue
      any
      securities or other evidences of beneficial ownership of, or beneficial interest
      in, the Trust other than the Securities; or





(g)  other
      than as provided in this Declaration (including Annex I), (i) direct the time,
      method and place of exercising any trust or power conferred upon the Debenture
      Trustee with respect to the Debentures, (ii) waive any past default that is
      waivable under the Indenture, (iii) exercise any right to rescind or annul
      any
      declaration that the principal of all the Debentures shall be due and payable,
      or (iv) consent to any amendment, modification or termination of the Indenture
      or the Debentures where such consent shall be required unless the Trust shall
      have received a written opinion of counsel experienced in such matters to the
      effect that such amendment, modification or termination will not cause the
      Trust
      to cease to be classified as a grantor trust for United States federal income
      tax purposes.





Section
      2.8.  Powers
      and Duties of the Institutional Trustee .





(a)  The
      legal
      title to the Debentures shall be owned by and held of record in the name of
      the
      Institutional Trustee in trust for the benefit of the Trust. The right, title
      and interest of the Institutional Trustee to the Debentures shall vest
      automatically in each Person who may hereafter be appointed as Institutional
      Trustee in accordance with Section 4.5. Such vesting and cessation of title
      shall be effective whether or not conveyancing documents with regard to the
      Debentures have been executed and delivered.





(b)  The
      Institutional Trustee shall not transfer its right, title and interest in the
      Debentures to the Administrators or to the Delaware Trustee.





(c)  The
      Institutional Trustee shall:





(i)  establish
      and maintain a segregated non-interest bearing trust account (the “Property
      Account”) in the United States (as defined in Treasury Regulations §
301.7701-7), in the name of and under the exclusive control of the Institutional
      Trustee, and maintained in the Institutional Trustee’s trust department, on
      behalf of the Holders of the Securities and, upon the receipt of payments of
      funds made in respect of the Debentures held by the Institutional Trustee,
      deposit such funds into the Property Account and make payments to the Holders
      of
      the Capital Securities and Holders of the Common Securities from the Property
      Account in accordance with Section 5.1. Funds in the Property Account shall
      be
      held uninvested until disbursed in accordance with this
      Declaration;








(ii)  engage
      in
      such ministerial activities as shall be necessary or appropriate to effect
      the
      redemption of the Capital Securities and the Common Securities to the extent
      the
      Debentures are redeemed or mature; and





(iii)  upon
      written notice of distribution issued by the Administrators in accordance with
      the terms of the Securities, engage in such ministerial activities as shall
      be
      necessary or appropriate to effect the distribution of the Debentures to Holders
      of Securities upon the occurrence of the circumstances specified therefor under
      the terms of the Securities.





(d)  The
      Institutional Trustee shall take all actions and perform such duties as may
      be
      specifically required of the Institutional Trustee pursuant to the terms of
      the
      Securities.





(e)  The
      Institutional Trustee may bring or defend, pay, collect, compromise, arbitrate,
      resort to legal action with respect to, or otherwise adjust claims or demands
      of
      or against, the Trust (a “Legal Action”) which arise out of or in connection
      with an Event of Default of which a Responsible Officer of the Institutional
      Trustee has actual knowledge or the Institutional Trustee’s duties and
      obligations under this Declaration or the Trust Indenture Act; provided , however ,
      that if
      an Event of Default has occurred and is continuing and such event is attributable
      to the failure of the Debenture Issuer to pay interest or premium, if any,
      on or
      principal of the Debentures on the date such interest, premium, if any, or
      principal is otherwise payable (or in the case of redemption, on the date of
      redemption), then a Holder of the Capital Securities may directly institute
      a
      proceeding for enforcement of payment to such Holder of the principal of or
      premium, if any, or interest that is so payable on the Debentures having a
      principal amount equal to the aggregate liquidation amount of the Capital
      Securities of such Holder (a “Direct Action”) on or after the respective due
      date specified in the Debentures. In connection with such Direct Action, the
      rights of the Holders of the Common Securities will be subrogated to the rights
      of such Holder of the Capital Securities to the extent of any payment made
      by
      the Debenture Issuer to such Holder of the Capital Securities in such Direct
      Action; provided , however ,
      that a
      Holder of the Common Securities may exercise such right of subrogation only
      if
      no Event of Default with respect to the Capital Securities has occurred and
      is
      continuing.





(f)  The
      Institutional Trustee shall continue to serve as a Trustee until
      either:





(i)  the
      Trust
      has been completely liquidated and the proceeds of the liquidation distributed
      to the Holders of the Securities pursuant to the terms of the Securities and
      this Declaration (including Annex I); or








(ii)  a
      Successor Institutional Trustee has been appointed and has accepted that
      appointment in accordance with Section 4.5.





(g)  The
      Institutional Trustee shall have the legal power to exercise all of the rights,
      powers and privileges of a holder of the Debentures under the Indenture and,
      if
      an Event of Default occurs and is continuing, the Institutional Trustee may,
      for
      the benefit of Holders of the Securities, enforce its rights as holder of the
      Debentures subject to the rights of the Holders pursuant to this Declaration
      (including Annex I) and the terms of the Securities.





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





Section
      2.9.  Certain
      Duties and Responsibilities of the Trustees and the
      Administrators .





(a)  The
      Institutional Trustee, before the occurrence of any Event of Default (of which
      the Institutional Trustee has knowledge (as provided in Section 2.10(m) hereof))
      and after the curing of all Events of Default that may have occurred, shall
      undertake to perform only such duties as are specifically set forth in this
      Declaration and no implied covenants shall be read into this Declaration against
      the Institutional Trustee. In case an Event of Default (of which the
      Institutional Trustee has knowledge (as provided in Section 2.10(m) hereof)),
      has occurred (that has not been cured or waived pursuant to Section 6.7), the
      Institutional Trustee shall exercise such of the rights and powers vested in
      it
      by this 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
      the conduct of his or her own affairs.





(b)  The
      duties and responsibilities of the Trustees and the Administrators shall be
      as
      provided by this Declaration and, in the case of the Institutional Trustee,
      by
      the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
      Declaration shall require any Trustee or Administrator to expend or risk its
      own
      funds or otherwise incur any financial liability in the performance of any
      of
      its duties hereunder, or in the exercise of any of its rights or powers, if
      it
      shall have reasonable grounds for believing that repayment of such funds or
      adequate indemnity satisfactory to it against such risk or liability is not
      reasonably assured to it. Whether or not therein expressly so provided, every
      provision of this Declaration relating to the conduct or affecting the liability
      of or affording protection to the Trustees or the Administrators shall be
      subject to the provisions of this Article. Nothing in this Declaration shall
      be
      construed to release a Trustee from liability for its own negligent action,
      its
      own negligent failure to act, or its own willful misconduct or bad faith.
      Nothing in this Declaration shall be construed to release an Administrator
      from
      liability for its own gross negligent action, its own gross negligent failure
      to
      act, or its own willful misconduct or bad faith To the extent that, at law
      or in
      equity, a Trustee or an Administrator has duties and liabilities relating to
      the
      Trust or to the Holders, such Trustee or Administrator shall not be liable
      to
      the Trust or to any Holder for such Trustee’s or Administrator’s good faith
      reliance on the provisions of this Declaration. The provisions of this
      Declaration, to the extent that they restrict the duties and liabilities of
      the
      Administrators or the Trustees otherwise existing at law or in equity, are
      agreed by the Sponsor and the Holders to replace such other duties and
      liabilities of the Administrators or the Trustees.








(c)  All
      payments made by the Institutional Trustee or a Paying Agent in respect of
      the
      Securities shall be made only from the revenue and proceeds from the Trust
      Property and only to the extent that there shall be sufficient revenue or
      proceeds from the Trust Property to enable the Institutional Trustee or a Paying
      Agent to make payments in accordance with the terms hereof. Each Holder, by
      its
      acceptance of a Security, agrees that it will look solely to the revenue and
      proceeds from the Trust Property to the extent legally available for
      distribution to it as herein provided and that the Trustees and the
      Administrators are not personally liable to it for any amount distributable
      in
      respect of any Security or for any other liability in respect of any Security.
      This Section 2.9(c) does not limit the liability of the Trustees expressly
      set
      forth elsewhere in this Declaration or, in the case of the Institutional
      Trustee, in the Trust Indenture Act.





(d)  No
      provision of this Declaration shall be construed to relieve the Institutional
      Trustee from liability for its own negligent action, its own negligent failure
      to act, or its own willful misconduct or bad faith with respect to matters
      that
      are within the authority of the Institutional Trustee under this Declaration,
      except that:





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





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





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





(iv)  the
      Institutional Trustee shall not be liable for any interest on any money received
      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 other funds held
      by it except in relation to the Property Account maintained by the Institutional
      Trustee pursuant to Section 2.8(c)(i) and except to the extent otherwise
      required by law; and





(v)  the
      Institutional Trustee shall not be responsible for monitoring the compliance
      by
      the Administrators or the Sponsor with their respective duties under this
      Declaration, nor shall the Institutional Trustee be liable for any default
      or
      misconduct of the Administrators or the Sponsor.








Section
      2.10.  Certain
      Rights of Institutional Trustee .
      Subject
      to the provisions of Section 2.9:





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





(b)  if
      (i) in
      performing its duties under this Declaration, the Institutional Trustee is
      required to decide between alternative courses of action, (ii) in construing
      any
      of the provisions of this Declaration, the Institutional Trustee finds the
      same
      ambiguous or inconsistent with any other provisions contained herein, or (iii)
      the Institutional Trustee is unsure of the application of any provision of
      this
      Declaration, then, except as to any matter as to which the Holders of Capital
      Securities are entitled to vote under the terms of this Declaration, the
      Institutional Trustee may deliver a notice to the Sponsor requesting the
      Sponsor’s opinion as to the course of action to be taken and the Institutional
      Trustee shall take such action, or refrain from taking such action, as the
      Institutional Trustee in its sole discretion shall deem advisable and in the
      best interests of the Holders, in which event the Institutional Trustee shall
      have no liability except for its own negligence, willful misconduct or bad
      faith;





(c)  any
      direction or act of the Sponsor or the Administrators contemplated by this
      Declaration shall be sufficiently evidenced by an Officers’
Certificate;





(d)  whenever
      in the administration of this Declaration, the Institutional Trustee shall
      deem
      it desirable that a matter be proved or established before undertaking,
      suffering or omitting any action hereunder, the Institutional Trustee (unless
      other evidence is herein specifically prescribed) may, in the absence of bad
      faith on its part, request and conclusively rely upon an Officers’ Certificate
      which, upon receipt of such request, shall be promptly delivered by the Sponsor
      or the Administrators;





(e)  the
      Institutional Trustee shall have no duty to see to any recording, filing or
      registration of any instrument (including any financing or continuation
      statement or any filing under tax or securities laws) or any rerecording,
      refiling or reregistration thereof,





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








(g)  the
      Institutional Trustee shall be under no obligation to exercise any of the rights
      or powers vested in it by this Declaration at the request or direction of any
      of
      the Holders pursuant to this Declaration, unless such Holders shall have offered
      to the Institutional Trustee security or indemnity reasonably satisfactory
      to it
      against the costs, expenses and liabilities which might be incurred by it in
      compliance with such request or direction; provided ,  that
      nothing contained in this Section 2.10(g) shall be taken to relieve the
      Institutional Trustee, upon the occurrence of an Event of Default (of which
      the
      Institutional Trustee has knowledge (as provided in Section 2.10(m) hereof))
      that has not been cured or waived, of its obligation to exercise the rights
      and
      powers vested in it by this Declaration;





(h)  the Institutional Trustee
      shall not be bound to make any investigation into the facts or matters stated
      in
      any resolution, certificate, statement, instrument, opinion, report, notice,
      request, consent, order, approval, bond, debenture, note or other evidence
      of
      indebtedness or other paper or document, unless requested in writing to do
      so by
      one or more Holders, but the Institutional Trustee may make such further inquiry
      or investigation into such facts or matters as it may see fit;





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





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





(k)  except
      as
      otherwise expressly provided in this Declaration, the Institutional Trustee
      shall not be under any obligation to take any action that is discretionary
      under
      the provisions of this Declaration;





(l)  when
      the
      Institutional Trustee incurs expenses or renders services in connection with
      a
      Bankruptcy Event, such expenses (including the fees and expenses of its counsel)
      and the compensation for such services are intended to constitute expenses
      of
      administration under any bankruptcy law or law relating to creditors rights
      generally;





(m)  the
      Institutional Trustee shall not be charged with knowledge of an Event of Default
      unless a Responsible Officer of the Institutional Trustee has actual knowledge
      of such event or the Institutional Trustee receives written notice of such
      event
      from any Holder, except that the Institutional Trustee shall be deemed to have
      knowledge of any Event of Default pursuant to Sections 5.01(a), 5.01 (b) or
      5.01
      (c) of the Indenture (other than an Event of Default resulting from the default
      in the payment of Additional Amounts if the Institutional Trustee does not
      have
      actual knowledge or written notice that such payment is due and
      payable);








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





(o)  no
      provision of this Declaration shall be deemed to impose any duty or obligation
      on the Institutional Trustee to perform any act or acts or exercise any right,
      power, duty or obligation conferred or imposed on it, in any jurisdiction in
      which it shall be illegal, or in which the Institutional Trustee shall be
      unqualified or incompetent in accordance with applicable law, to perform any
      such act or acts, or to exercise any such right, power, duty or obligation,
      and
      no permissive power or authority available to the Institutional Trustee shall
      be
      construed to be a duty.





Section
      2.11.  Delaware
      Trustee .
      Notwithstanding any other provision of this Declaration other than Section
      4.2,
      the Delaware Trustee shall not be entitled to exercise any powers, and the
      Delaware Trustee shall not have any of the duties and responsibilities of any
      of
      the Trustees or the Administrators specified in this Declaration (except as
      may
      be required under the Statutory Trust Act). Except as set forth in Section
      4.2,
      the Delaware Trustee shall be a Trustee for the sole and limited purpose of
      fulfilling the requirements of § 3 807 of the Statutory Trust Act.





Section
      2.12.  Execution
      of Documents .
      Unless
      otherwise determined in writing by the Institutional Trustee, and except as
      otherwise required by the Statutory Trust Act, the Institutional Trustee, or
      any
      one or more of the Administrators, as the case may be, is authorized to execute
      and deliver on behalf of the Trust any documents, agreements, instruments or
      certificates that the Trustees or the Administrators, as the case may be, have
      the power and authority to execute pursuant to Section 2.6.





Section
      2.13.  Not
      Responsible for Recitals or Issuance of Securities .
      The
      recitals contained in this Declaration and the Securities shall be taken as
      the
      statements of the Sponsor, and the Trustees do not assume any responsibility
      for
      their correctness. The Trustees make no representations as to the value or
      condition of the Trust Property or any part thereof. The Trustees make no
      representations as to the validity or sufficiency of this Declaration, the
      Debentures or the Securities.





Section
      2.14.  Duration
      of Trust .
      The
      Trust, unless dissolved pursuant to the provisions of Article VII hereof, shall
      have existence for five (5) years after the Maturity Date.








Section
      2.15.  Mergers .





(a)  The
      Trust
      may not consolidate, amalgamate, merge with or into, or be replaced by, or
      convey, transfer or lease its properties and assets substantially as an entirety
      to any corporation or other Person, except as described in this Section 2.15
      and
      except with respect to the distribution of Debentures to Holders of Securities
      pursuant to Section 7.1(a)(iv) of this Declaration or Section 4 of Annex
      I.





(b)  The
      Trust
      may, with the consent of the Administrators (which consent will not be
      unreasonably withheld) and without the consent of the Institutional Trustee,
      the
      Delaware Trustee or the Holders of the Capital Securities, consolidate,
      amalgamate, merge with or into, or be replaced by, or convey, transfer or lease
      its properties and assets as an entirety or substantially as an entirety to
      a
      trust organized as such under the laws of any state; provided, that:


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





(A)  expressly
      assumes all of the obligations of the Trust under the Securities;
      or





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





(ii)  the
      Sponsor expressly appoints, as the holder of the Debentures, a trustee of the
      Successor Entity that possesses the same powers and duties as the Institutional
      Trustee;





(iii)  the
      Capital Securities or any Successor Securities are listed or quoted, or any
      Successor Securities will be listed or quoted upon notification of issuance,
      on
      any national securities exchange or with another organization on which the
      Capital Securities are then listed or quoted, if any;





(iv)  such
      merger, consolidation, amalgamation, replacement, conveyance, transfer or lease
      does not cause the rating on the Capital Securities or any Successor Securities
      to be downgraded or withdrawn by any nationally recognized statistical rating
      organization, if the Capital Securities are then rated;





(v)  such
      merger, consolidation, amalgamation, replacement, conveyance, transfer or lease
      does not adversely affect the rights, preferences and privileges of the Holders
      of the Securities or any Successor Securities in any material respect (other
      than with respect to any dilution of such Holders’ interests in the Successor
      Entity);








(vi)  such
      Successor Entity, if any, has a purpose substantially identical to that of
      the
      Trust;





(vii)  prior
      to
      such merger, consolidation, amalgamation, replacement, conveyance, transfer
      or
      lease, the Trust has received a written opinion of a nationally recognized
      independent counsel to the Trust experienced in such matters to the effect
      that:





(A)  such
      merger, consolidation, amalgamation, replacement, conveyance, transfer or lease
      does not adversely affect the rights, preferences and privileges of the Holders
      of the Securities or any Successor Securities in any material respect (other
      than with respect to any dilution of such Holders’ interests in the Successor
      Entity);





(B)  following
      such merger, consolidation, amalgamation, replacement, conveyance, transfer
      or
      lease, neither the Trust nor the Successor Entity will be required to register
      as an Investment Company under the Investment Company Act; and





(C)  following
      such merger, consolidation, amalgamation, replacement, conveyance, transfer
      or
      lease, the Trust or the Successor Entity will continue to be classified as
      a
      grantor trust for United States federal income tax purposes;





(viii)  the
      Sponsor guarantees the obligations of the Successor Entity under the Successor
      Securities to the same extent provided by the Indenture, the Guarantee, the
      Debentures and this Declaration; and





(ix)  prior
      to
      such merger, consolidation, amalgamation, replacement, conveyance, transfer
      or
      lease, the Institutional Trustee shall have received an Officers’ Certificate of
      the Administrators and an opinion of counsel, each to the effect that all
      conditions precedent of this paragraph (b) to such transaction have been
      satisfied.





(c)  Notwithstanding
      Section 2.15(b), the Trust shall not, except with the consent of Holders of
      100%
      in liquidation amount of the Securities, consolidate, amalgamate, merge with
      or
      into, or be replaced by, or convey, transfer or lease its properties and assets
      as an entirety or substantially as an entirety to, any other Person or permit
      any other Person to consolidate, amalgamate, merge with or into, or replace
      it
      if such consolidation, amalgamation, merger, replacement, conveyance, transfer
      or lease would cause the Trust or Successor Entity to be classified as other
      than a grantor trust for United States federal income tax purposes.





ARTICLE
      III


SPONSOR





Section
      3.1.  Sponsor’s
      Purchase of Common Securities .
      On the
      Closing Date, the Sponsor will purchase all of the Common Securities issued
      by
      the Trust, in an amount at least equal to 3% of the capital of the Trust, at
      the
      same time as the Capital Securities are sold.








Section
      3.2.  Responsibilities
      of the Sponsor .
      In
      connection with the issue and sale of the Capital Securities, the Sponsor shall
      have the exclusive right and responsibility and sole decision to engage in,
      or
      direct the Administrators to engage in, the following activities:





(a)  to
      determine the jurisdictions in which to take appropriate action to qualify
      or
      register for sale all or part of the Capital Securities and to do any and all
      such acts, other than actions which 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 by the Trust, as the Sponsor deems necessary,
      advisable or incidental thereto in order to comply with the applicable laws
      of
      any such jurisdictions;





(b)  to
      prepare for filing and request the Administrators to cause the filing by the
      Trust, as may be appropriate, of an application to the PORTAL system, for
      listing or quotation upon notice of issuance of any Capital Securities, as
      requested by the Holders of not less than a Majority in liquidation amount
      of
      the Capital Securities; and





(c)  to
      negotiate the terms of and/or execute and deliver on behalf of the Trust, the
      Purchase Agreement and other related agreements providing for the sale of the
      Capital Securities or the resale thereof by the Purchaser.





ARTICLE
      IV


TRUSTEES
      AND ADMINISTRATORS





Section
      4.1.  Number
      of Trustees .
      The
      number of Trustees initially shall be two, and





(a)  at
      any
      time before the issuance of any Securities, the Sponsor may, by written
      instrument, increase or decrease the number of Trustees; and





(b)  after
      the
      issuance of any Securities, the number of Trustees may be increased or decreased
      by vote of the Holder of a Majority in liquidation amount of the Common
      Securities voting as a class at a meeting of the Holder of the Common
      Securities; provided , however ,
      that
      there shall be a Delaware Trustee if required by Section 4.2; and there shall
      always be one Trustee who shall be the Institutional Trustee, and such Trustee
      may also serve as Delaware Trustee if it meets the applicable requirements,
      in
      which case Section 2.11 shall have no application to such entity in its capacity
      as Institutional Trustee.





Section
      4.2.  Delaware
      Trustee .
      If
      required by the Statutory Trust Act, one Trustee (the “Delaware Trustee”) shall
      be:





(a)  a
      natural
      person who is a resident of the State of Delaware and a U.S. Person at least
      21
      years of age; or





(b)  if
      not a
      natural person, an entity which is organized under the laws of the United States
      or any state thereof or the District of Columbia, has its principal place of
      business in the State of Delaware, and otherwise meets the requirements of
      applicable law, including §3807 of the Statutory Trust Act.










The
      initial Delaware Trustee shall be Wilmington Trust Company.




Section
      4.3.  Institutional
      Trustee; Eligibility .





(a)  There
      shall at all times be one Trustee that shall act as Institutional Trustee which
      shall:





(i)  not
      be an
      Affiliate of the Sponsor;





(ii)  not
      offer
      or provide credit or credit enhancement to the Trust; and





(iii)  be
      a
      banking corporation or national association organized and doing business under
      the laws of the United States of America or any state thereof or of the District
      of Columbia and authorized under such laws to exercise corporate trust powers,
      having a combined capital and surplus of at least fifty million U. S. dollars
      ($50,000,000), and subject to supervision or examination by federal, state
      or
      District of Columbia authority. If such corporation or national association
      publishes reports of condition at least annually, pursuant to law or to the
      requirements of the supervising or examining authority referred to above, then
      for the purposes of this Section 4.3(a)(iii), the combined capital and surplus
      of such corporation or national association shall be deemed to be its combined
      capital and surplus as set forth in its most recent report of condition so
      published.





(b)  If
      at any
      time the Institutional Trustee shall cease to be eligible to so act under
      Section 4.3(a), the Institutional Trustee shall immediately resign in the manner
      and with the effect set forth in Section 4.5.





(c)  If
      the
      Institutional Trustee has or shall acquire any “conflicting interest” within the
      meaning of § 310(b) of the Trust Indenture Act, the Institutional Trustee shall
      either eliminate such interest or resign, to the extent and in the manner
      provided by, and subject to this Declaration.





(d)  The
      initial Institutional Trustee shall be Wilmington Trust Company.





Section
      4.4.  Adm i nistrators .
      Each
      Administrator shall be a U.S. Person. There shall at all times be at least
      one
      Administrator. Except where a requirement for action by a specific number of
      Administrators is expressly set forth in this Declaration and except with
      respect to any action the taking of which is the subject of a meeting of the
      Administrators, any action required or permitted to be taken by the
      Administrators may be taken by, and any power of the Administrators may be
      exercised by, or with the consent of, any one such Administrator acting
      alone.





Section
      4.5.  Appointment.
      Removal and Resignation of the Trustees and the Administrators .








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





(b)  Subject
      to Section 4.5(a), a Relevant Trustee may resign at any time by giving written
      notice thereof to the Holders of the Securities and by appointing a successor
      Relevant Trustee. Upon the resignation of the Institutional Trustee, the
      Institutional Trustee shall appoint a successor by requesting from at least
      three Persons meeting the eligibility requirements their expenses and charges
      to
      serve as the successor Institutional Trustee on a form provided by the
      Administrators, and selecting the Person who agrees to the lowest expense and
      charges (the “Successor Institutional Trustee”). If the instrument of acceptance
      by the successor Relevant Trustee required by this Section shall not have been
      delivered to the Relevant Trustee within 60 days after the giving of such notice
      of resignation or delivery of the instrument of removal, the Relevant Trustee
      may petition, at the expense of the Trust, any federal, state or District of
      Columbia court of competent jurisdiction for the appointment of a successor
      Relevant Trustee. Such court may thereupon, after prescribing such notice,
      if
      any, as it may deem proper, appoint a Relevant Trustee. The Institutional
      Trustee shall have no liability for the selection of such successor pursuant
      to
      this Section.





(c)  Unless
      an
      Event of Default shall have occurred and be continuing, any Trustee may be
      removed at any time by an act of the Holders of a Majority in liquidation amount
      of the Common Securities. If any Trustee shall be so removed, the Holders of
      the
      Common Securities, by act of the Holders of a Majority in liquidation amount
      of
      the Common Securities delivered to the Relevant Trustee, shall promptly appoint
      a successor Relevant Trustee, and such successor Relevant Trustee shall comply
      with the applicable requirements of this Section. If an Event of Default shall
      have occurred and be continuing, the Institutional Trustee or the Delaware
      Trustee, or both of them, may be removed by the act of the Holders of a Majority
      in liquidation amount of the Capital Securities, delivered to the Relevant
      Trustee (in its individual capacity and on behalf of the Trust). If any Trustee
      shall be so removed, the Holders of Capital Securities, by act of the Holders
      of
      a Majority in liquidation amount of the Capital Securities then outstanding
      delivered to the Relevant Trustee, shall promptly appoint a successor Relevant
      Trustee or Trustees, and such successor Relevant Trustee shall comply with
      the
      applicable requirements of this Section. If no successor Relevant Trustee shall
      have been so appointed by the Holders of a Majority in liquidation amount of
      the
      Capital Securities and accepted appointment in the manner required by this
      Section within 30 days after delivery of an instrument of removal, the Relevant
      Trustee or any Holder who has been a Holder of the Securities for at least
      six
      months may, on behalf of himself and all others similarly situated, petition
      any
      federal, state or District of Columbia court of competent jurisdiction for
      the
      appointment of a successor Relevant Trustee. Such court may thereupon, after
      prescribing such notice, if any, as it may deem proper, appoint a successor
      Relevant Trustee or Trustees.





(d)  The
      Institutional Trustee shall give notice of each resignation and each removal
      of
      a Trustee and each appointment of a successor Trustee to all Holders and to
      the
      Sponsor. Each notice shall include the name of the successor Relevant Trustee
      and the address of its Corporate Trust Office if it is the Institutional
      Trustee.








(e)  Notwithstanding
      the foregoing or any other provision of this Declaration, in the event a
      Delaware Trustee who is a natural person dies or is adjudged by a court to
      have
      become incompetent or incapacitated, the vacancy created by such death,
      incompetence or incapacity may be filled by the Institutional Trustee following
      the procedures in this Section (with the successor being a Person who satisfies
      the eligibility requirement for a Delaware Trustee set forth in this
      Declaration) (the “Successor Delaware Trustee”).





(f)  In
      case
      of the appointment hereunder of a successor Relevant Trustee, the retiring
      Relevant Trustee and each successor Relevant Trustee with respect to the
      Securities shall execute and deliver an amendment hereto wherein each successor
      Relevant Trustee shall accept such appointment and which (a) shall contain
      such
      provisions as shall be necessary or desirable to transfer and confirm to, and
      to
      vest in, each successor Relevant Trustee all the rights, powers, trusts and
      duties of the retiring Relevant Trustee with respect to the Securities and
      the
      Trust and (b) shall add to or change any of the provisions of this Declaration
      as shall be necessary to provide for or facilitate the administration of the
      Trust by more than one Relevant Trustee, it being understood that nothing herein
      or in such amendment shall constitute such Relevant Trustees co-trustees and
      upon the execution and delivery of such amendment the resignation or removal
      of
      the retiring Relevant Trustee shall become effective to the extent provided
      therein and each such successor Relevant Trustee, without any further act,
      deed
      or conveyance, shall become vested with all the rights, powers, trusts and
      duties of the retiring Relevant Trustee; but, on request of the Trust or any
      successor Relevant Trustee, such retiring Relevant Trustee shall duly assign,
      transfer and deliver to such successor Relevant Trustee all Trust
      Property, all proceeds thereof and money held by such retiring Relevant Trustee
      hereunder with respect to the Securities and the Trust subject to the payment
      of
      all unpaid fees, expenses and indemnities of such retiring Relevant
      Trustee.





(g)  No
      Institutional Trustee or Delaware Trustee shall be liable for the acts or
      omissions to act of any Successor Institutional Trustee or Successor Delaware
      Trustee, as the case may be.





(h)  The
      Holders of the Capital Securities will have no right to vote to appoint, remove
      or replace the Administrators, which voting rights are vested exclusively in
      the
      Holders of the Common Securities.





(i)  Any Successor Delaware
      Trustee shall file an amendment to the Certificate of Trust with the Secretary
      of State of the State of Delaware identifying the name and principal place
      of
      business of such Delaware Trustee in the State of Delaware.





Section
      4.6.  Vacancies
      Among Trustees .
      If a
      Trustee ceases to hold office for any reason and the number of Trustees is
      not
      reduced pursuant to Section 4.1, or if the number of Trustees is increased
      pursuant to Section 4.1, a vacancy shall occur. A resolution certifying the
      existence of such vacancy by the Trustees or, if there are more than two, a
      majority of the Trustees shall be conclusive evidence of the existence of such
      vacancy. The vacancy shall be filled with a Trustee appointed in accordance
      with
      Section 4.5.








Section
      4.7.  Effect
      of Vacancies .
      The
      death, resignation, retirement, removal, bankruptcy, dissolution, liquidation,
      incompetence or incapacity to perform the duties of a Trustee shall not operate
      to dissolve, terminate or annul the Trust or terminate this Declaration.
      Whenever a vacancy in the number of Trustees shall occur, until such vacancy is
      filled by the appointment of a Trustee in accordance with Section 4.5, the
      Institutional Trustee shall have all the powers granted to the Trustees and
      shall discharge all the duties imposed upon the Trustees by this
      Declaration.





Section
      4.8.  Meetings
      of the Trustees and the Administrators .
      Meetings of the Trustees or the Administrators shall be held from time to time
      upon the call of any Trustee or Administrator, as applicable. Regular meetings
      of the Trustees and the Administrators, respectively, may be in person in the
      United States or by telephone, at a place (if applicable) and time fixed by
      resolution of the Trustees or the Administrators, as applicable. Notice of
      any
      in-person meetings of the Trustees or the Administrators shall be hand delivered
      or otherwise delivered in writing (including by facsimile, with a hard copy
      by
      overnight courier) not less than 48 hours before such meeting. Notice of any
      telephonic meetings of the Trustees or the Administrators or any committee
      thereof shall be hand delivered or otherwise delivered in writing (including
      by
      facsimile, with a hard copy by overnight courier) not less than 24 hours before
      a meeting. Notices shall contain a brief statement of the time, place and
      anticipated purposes of the meeting. The presence (whether in person or by
      telephone) of a Trustee or an Administrator, as the case may be, at a meeting
      shall constitute a waiver of notice of such meeting except where a Trustee
      or an
      Administrator, as the case may be, attends a meeting for the express purpose
      of
      objecting to the transaction of any activity on the ground that the meeting
      has
      not been lawfully called or convened. Unless provided otherwise in this
      Declaration, any action of the Trustees or the Administrators, as the case
      may
      be, may be taken at a meeting by vote of a majority of the Trustees or the
      Administrators present (whether in person or by telephone) and eligible to
      vote
      with respect to such matter; provided ,
      that,
      in the case of the Administrators, a Quorum is present, or without a meeting
      by
      the unanimous written consent of the Trustees or the Administrators, as the
      case
      may be. Meetings of the Trustees and the Administrators together shall be held
      from time to time upon the call of any Trustee or Administrator.





Section
      4.9.  Delegation
      of Power .





(a)  Any
      Trustee or any Administrator, as the case may be, may, by power of attorney
      consistent with applicable law, delegate to any other natural person over the
      age of 21 that is a U.S. Person his or her power for the purpose of executing
      any documents, instruments or other writings contemplated in Section
      2.6.





(b)  The
      Trustees shall have power to delegate from time to time to such of their number
      or to any officer of the Trust that is a U.S. Person, the doing of such things
      and the execution of such instruments or other writings either in the name
      of
      the Trust or the names of the Trustees or otherwise as the Trustees may deem
      expedient, to the extent such delegation is not prohibited by applicable law
      or
      contrary to the provisions of the Trust, as set forth herein.








Section
      4.10.  Merger,
      Conversion, Consolidation or Succession to Business .
      Any
      Person into which the Institutional Trustee or the Delaware Trustee, as the
      case
      may be, may be merged or converted or with which either may be consolidated,
      or
      any Person resulting from any merger, conversion or consolidation to which
      the
      Institutional Trustee or the Delaware Trustee, as the case may be, shall be
      a
      party, or any Person succeeding to all or substantially all the corporate trust
      business of the Institutional Trustee or the Delaware Trustee, as the case
      may
      be, shall be the successor of the Institutional Trustee or the Delaware Trustee,
      as the case may be, hereunder, without the execution or filing of any paper
      or
      any further act on the part of any of the parties hereto, provided such Person
      shall be otherwise qualified and eligible under this Article and, provided , further ,
      that
      such Person shall file an amendment to the Certificate of Trust with the
      Secretary of State of the State of Delaware as contemplated in Section
      4.5(i).





ARTICLE
      V


DISTRIBUTIONS





Section
      5.1.  Distributions .
      Holders
      shall receive Distributions in accordance with the applicable terms of the
      relevant Holder’s Securities. Distributions shall be made on the Capital
      Securities and the Common Securities in accordance with the preferences set
      forth in their respective terms. If and to the extent that the Debenture Issuer
      makes a payment of interest (including any Additional Amounts or Deferred
      Interest) or premium, if any, on and/or principal of the Debentures held by
      the
      Institutional Trustee (the amount of any such payment being a “Payment Amount”),
      the Institutional Trustee shall and is directed, to the extent funds are
      available in the Property Account for that purpose, to make a distribution
      (a
“Distribution”) of the Payment Amount to Holders. For the avoidance of doubt,
      funds in the Property Account shall not be distributed to Holders to the extent
      of any taxes payable by the Trust, in the case of withholding taxes, as
      determined by the Institutional Trustee or any Paying Agent and, in the case
      of
      taxes other than withholding taxes, as determined by the Administrators in
      a
      written notice to the Institutional Trustee.





ARTICLE
      VI


ISSUANCE
      OF SECURITIES





Section
      6.1.  General
      Provisions Regarding Securities.





(a)  The
      Administrators shall on behalf of the Trust issue one series of capital
      securities, evidenced by a certificate substantially in the form of Exhibit
      A-1,
      representing undivided beneficial interests in the assets of the Trust and
      having such terms as are set forth in Annex I (the “Capital Securities”), and
      one series of common securities, evidenced by a certificate substantially in
      the
      form of Exhibit A-2, representing undivided beneficial interests in the
      assets of the Trust and having such terms as are set forth in Annex I (the
      “Common Securities”). The Trust shall issue no securities or other interests in
      the assets of the Trust other than the Capital Securities and the Common
      Securities. The Capital Securities rank pari passu with, and payment thereon
      shall be made Pro Rata with, the Common Securities except that, where an Event
      of Default has occurred and is continuing, the rights of Holders of the Common
      Securities to payment in respect of Distributions and payments upon liquidation,
      redemption and otherwise are subordinated to the rights to payment of the
      Holders of the Capital Securities.








(b)  The
      Certificates shall be signed on behalf of the Trust by one or more
      Administrators. Such signature shall be the facsimile or manual signature of
      any
      Administrator. In case any Administrator of the Trust who shall have signed
      any
      of the Securities shall cease to be such Administrator before the Certificates
      so signed shall be delivered by the Trust, such Certificates nevertheless may
      be
      delivered as though the person who signed such Certificates had not ceased
      to be
      such Administrator. Any Certificate may be signed on behalf of the Trust by
      such
      person who, at the actual date of execution of such Certificate, shall be an
      Administrator of the Trust, although at the date of the execution and delivery
      of the Declaration any such person was not such an Administrator. A Capital
      Security shall not be valid until the Certificate evidencing it is authenticated
      by the manual or facsimile signature of an Authorized Officer of the
      Institutional Trustee. Such signature shall be conclusive evidence that the
      Certificate evidencing such Capital Security has been authenticated under this
      Declaration. Upon written order of the Trust signed by one Administrator, the
      Institutional Trustee shall authenticate one or more Certificates evidencing
      the
      Capital Securities for original issue. The Institutional Trustee may appoint
      an
      authenticating agent that is a U.S. Person acceptable to the Sponsor to
      authenticate Certificates evidencing Capital Securities. A Common Security
      need
      not be so authenticated and shall be valid upon execution by one or more
      Administrators.





(c)  Capital
      Securities initially issued by the Trust to Persons other than QIBs or non-“U.S.
      Persons” in “offshore transactions” under, and within the meaning of, Regulation
      S under the Securities Act shall be issued in the form of one or more Definitive
      Capital Securities Certificates. The Capital Securities initially issued to
      QIBs
      or non-”U. S. Persons” in “offshore transactions” under, and within the meaning
      of, Regulation S under the Securities Act shall be issued either (i) in the
      form
      of one or more Global Capital Securities Certificates or (ii) if indicated
      in
      writing by the Purchaser to the Sponsor on or prior to the Closing Date, in
      the
      form of one or more Definitive Capital Securities Certificates. Global Capital
      Security Certificates shall be, except as provided in Section 6.4, registered
      in
      the name of the Depositary or its nominee and deposited with the Depositary
      or,
      if not so deposited, held by the Institutional Trustee as a custodian for the
      Depositary, for credit by the Depositary to the respective accounts of the
      Depositary Participants (or such other accounts as they may direct). The Trust,
      as issuer and the Institutional Trustee, as custodian, are hereby authorized
      to
      execute, deliver and perform any letter of representations and other similar
      agreements or writings in connection with Capital Securities issued in the
      form
      of Global Capital Securities.





(d)  The
      consideration received by the Trust for the issuance of the Securities shall
      constitute a contribution to the capital of the Trust and shall not constitute
      a
      loan to the Trust.





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








(f)  Every Person ,
      by
      virtue of having become a Holder in accordance with the terms of this
      Declaration, shall be deemed to have expressly assented and agreed to the terms
      of, and shall be bound by, this Declaration and the Guarantee.





Section
      6.2.  Paying
      Agent, Transfer Agent, Calculation Agent and Registrar .





(a)  The
      Trust
      shall maintain in Wilmington, Delaware (i) an office or agency where the
      Securities may be presented for payment (the “Paying Agent”) and (ii) an office
      or agency where Securities may be presented for registration of transfer or
      exchange (the “Transfer Agent”). The Trust shall keep or cause to be kept at
      such office or agency a register (the “Securities Register”) for the purpose of
      registering Securities and transfers and exchanges of Securities, such
      Securities Register to be held by a registrar (the “Registrar”). The
      Administrators may appoint the Paying Agent, the Registrar and the Transfer
      Agent, and may appoint one or more additional Paying Agents, one or more
      co-Registrars, or one or more co-Transfer Agents in such other locations as
      it
      shall determine. The term “Paying Agent” includes any additional Paying Agent,
      the term “Registrar” includes any additional Registrar or co-Registrar and the
      term “Transfer Agent” includes any additional Transfer Agent or co-Transfer
      Agent. The Administrators may change any Paying Agent, Transfer Agent or
      Registrar at any time without prior notice to any Holder. The Administrators
      shall notify the Institutional Trustee of the name and address of any Paying
      Agent, Transfer Agent and Registrar not a party to this Declaration. The
      Administrators hereby initially appoint the Institutional Trustee to act as
      Paying Agent, Transfer Agent and Registrar for the Capital Securities and the
      Common Securities at its Corporate Trust Office. The Institutional Trustee
      or
      any of its Affiliates in the United States may act as Paying Agent, Transfer
      Agent or Registrar.





(b)  The
      Trust
      shall also appoint a Calculation Agent, which shall determine the Coupon Rate
      in
      accordance with the terms of the Securities. The Trust initially appoints the
      Institutional Trustee as Calculation Agent.





Section
      6.3.  Form
      and Dating .





(a)  The
      Capital Securities shall be evidenced by one or more Certificates, and the
      Institutional Trustee’s certificate of authentication thereon shall be,
      substantially in the form of Exhibit A-1, and the Common Securities shall be
      evidenced by one or more Certificates substantially in the form of Exhibit
      A-2,
      each of which is hereby incorporated in and expressly made a part of this
      Declaration. Certificates may be typed, printed, lithographed or engraved or
      may
      be produced in any other manner as is reasonably acceptable to the
      Administrators, as conclusively evidenced by their execution thereof.
      Certificates evidencing Securities may have letters, numbers, notations or
      other
      marks of identification or designation and such legends or endorsements required
      by law, stock exchange rule, agreements to which the Trust is subject, if any,
      or usage (provided, that any such notation, legend or endorsement is in a form
      acceptable to the Sponsor). The Trust at the direction of the Sponsor shall
      furnish any such legend not contained in Exhibit A-1 to the Institutional
      Trustee in writing. Each Capital Security Certificate shall be dated the date
      of
      its authentication. The terms and provisions of the Securities set forth in
      Annex I and the forms of Certificates set forth in Exhibits A-1 and A-2 are
      part
      of the terms of this Declaration and to the extent applicable, the Institutional
      Trustee, the Delaware Trustee, the Administrators and the Sponsor, by their
      execution and delivery of this Declaration, expressly agree to such terms and
      provisions and to be bound thereby. Capital Securities will be issued only
      in
      blocks having an aggregate liquidation amount of not less than
      $100,000.








(b)  The
      Capital Securities are being offered and sold by the Trust initially pursuant
      to
      the Purchase Agreement in the form of a Global Capital Security or one or more
      Definitive Capital Securities, in accordance with Section 6.1(c), and will
      be
      registered in the name of the Holder thereof, without coupons and with the
      Restricted Securities Legend.





Section
      6.4.  Book-Entry
      Capital Securities .





(a)  A
      Global
      Capital Security may be exchanged, in whole or in part, for Definitive Capital
      Securities Certificates registered in the names of the Beneficial Owners thereof
      only if such exchange complies with Article VIII and (i) the Depositary advises
      the Administrators and the Institutional Trustee in writing that the Depositary
      is no longer willing or able to properly discharge its responsibilities with
      respect to the Global Capital Security, and no qualified successor is appointed
      by the Administrators within ninety (90) days of receipt of such notice, (ii)
      the Depositary ceases to be a clearing agency registered under the Exchange
      Act
      and the Administrators fail to appoint a qualified successor within ninety
      (90)
      days of obtaining knowledge of such event or (iii) an Indenture Event of Default
      has occurred and is continuing. Upon the occurrence of any event specified
      in
      clause (i), (ii) or (iii) above, the Administrators shall notify the Depositary
      and instruct the Depositary to notify all Beneficial Owners and the
      Institutional Trustee of the occurrence of such event and of the availability
      of
      Definitive Capital Securities Certificates to Beneficial Owners requesting
      the
      same. Upon the issuance of Definitive Capital Securities Certificates, the
      Administrators and the Institutional Trustee shall recognize the Persons in
      whose names the Definitive Capital Securities Certificates are registered in
      the
      Securities Register as the Holders of the Capital Securities evidenced thereby
      for all purposes under this Declaration and the Capital Securities. A holder
      of
      a Definitive Capital Securities Certificate that is a QIB may upon request,
      and
      in accordance with the provisions of this Section 6.4 and Article VIII, exchange
      such Definitive Capital Securities Certificate for a beneficial interest in
      a
      Global Capital Security.





(b)  If
      any
      Global Capital Security is to be exchanged for Definitive Capital Securities
      Certificates or canceled in part, or if any Definitive Capital Securities
      Certificate is to be exchanged in whole or in part for any Global Capital
      Security, then either (i) such Global Capital Security shall be so surrendered
      for exchange or cancellation as provided in this Section 6.4 and Article VIII
      or
      (ii) the aggregate liquidation amount represented by such Global Capital
      Security shall be reduced or increased, subject to Section 8.2(d), by an amount
      equal to the liquidation amount represented by that portion of the Global
      Capital Security to be so exchanged or canceled, or equal to the liquidation
      amount represented by such Definitive Capital Securities Certificates to be
      so
      exchanged for any Global Capital Security, as the case may be, by means of
      an
      appropriate adjustment made on the records of the Registrar, whereupon the
      Institutional Trustee, in accordance with the Applicable Depositary Procedures,
      shall instruct the Depositary or its authorized representative to make a
      corresponding adjustment to its records. Upon any such surrender or adjustment
      to the Administrators or the Registrar of any Global Capital Security or
      Securities by the Depositary, accompanied by registration instructions, the
      Administrators, or any one of them, shall execute and the Institutional Trustee
      shall authenticate and deliver Definitive Capital Securities Certificates
      issuable in exchange for such Global Capital Securities (or any portion thereof)
      in accordance with the instructions of the Depositary, The Registrar,
      Administrators and the Institutional Trustee may conclusively rely on, and
      shall
      be fully protected in relying on, such instructions.








(c)  Every
      Definitive Capital Securities Certificate executed and delivered upon
      registration or transfer of, or in exchange for or in lieu of, a Global Capital
      Security or any portion thereof shall be executed and delivered in the form
      of,
      and shall be, a Global Capital Security, unless such Definitive Capital Securities Certificate is registered in the name of a Person other than the Depositary
      for
      such Global Capital Security or a nominee thereof.





(d)  The
      Depositary or its nominee, as registered owner of a Global Capital Security,
      shall be the Holder of such Global Capital Security for all purposes under
      this
      Declaration and the Global Capital Security, and Beneficial Owners with respect
      to a Global Capital Security shall hold such interests pursuant to the
      Applicable Depositary Procedures. The Registrar, the Administrators and the Institutional Trustee shall be entitled to deal with the Depositary for all
      purposes of this Declaration relating to the Global Capital Securities as the
      sole Holder of the Book-Entry Capital Securities represented thereby and shall
      have no obligations to the Beneficial Owners thereof. None of the
      Administrators, the Institutional Trustee nor the Registrar shall have any
      liability in respect of any transfers effected by the Depositary.





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





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








Section
      6.5.  Mutilated.
      Destroyed, Lost or Stolen Certificates .
      If (a)
      any mutilated Certificate should be surrendered to the Registrar, or if the
      Registrar shall receive evidence to its satisfaction of the destruction, loss
      or
      theft of any Certificate and (b) the related Holder shall deliver to the
      Registrar, the Administrators and the Institutional Trustee such security or
      indemnity as may be reasonably required by them to keep each of them harmless,
      then, in the absence of notice that such Certificate shall have been acquired
      by
      a bona fide purchaser, an Administrator on behalf of the Trust shall execute
      (and in the case of a Capital Security Certificate, the Institutional Trustee
      shall authenticate) and deliver to such Holder, in exchange for or in lieu
      of
      any such mutilated, destroyed, lost or stolen Certificate, a new Certificate
      of
      like denomination. In connection with the issuance of any new Certificate under
      this Section, the Registrar or the Administrators may require such Holder to
      pay
      a sum sufficient to cover any tax or other governmental charge that may be
      imposed in connection therewith. Any Certificate executed and delivered pursuant
      to this Section shall constitute conclusive evidence of an ownership interest
      in
      the relevant Securities, as if originally issued, whether or not the lost,
      stolen or destroyed Certificate shall be found at any time.





Section
      6.6.  Temporary
      Certificates .
      Until
      definitive Certificates are ready for delivery, the Administrators may prepare
      and execute on behalf of the Trust and, in the case of Capital Security
      Certificates, the Institutional Trustee shall authenticate, temporary
      Certificates. Temporary Certificates shall be substantially in the form of
      definitive Certificates but may have variations that the Administrators consider
      appropriate for temporary Certificates. Without unreasonable delay, the
      Administrators shall prepare and execute on behalf of the Trust and, in the
      case
      of the Capital Security Certificates, the Institutional Trustee shall
      authenticate definitive Certificates in exchange for temporary
      Certificates.





Section
      6.7.  Cancellation .
      The
      Administrators at any time may deliver Certificates evidencing Securities to
      the
      Institutional Trustee for cancellation. The Registrar shall forward to the
      Institutional Trustee any Certificates evidencing Securities surrendered to
      it
      for registration of transfer, redemption or payment. The Institutional Trustee
      shall promptly cancel all Certificates surrendered for registration of transfer,
      payment, replacement or cancellation and shall dispose of such canceled
      Certificates as the Administrators direct. The Administrators may not issue
      new
      Certificates to replace Certificates evidencing Securities that have been paid
      or, except for Certificates surrendered for purposes of the transfer or exchange
      of the Securities evidenced thereby, that have been delivered to the
      Institutional Trustee for cancellation.





Section
      6.8.  Rights
      of Holders: Waivers of Past Defaults .





(a)  The
      legal
      title to the Trust Property is vested exclusively in the Institutional Trustee
      (in its capacity as such) in accordance with Section 2.5, and the Holders shall
      not have any right or title therein other than the undivided beneficial interest
      in the assets of the Trust conferred by their Securities and they shall have
      no
      right to call for any partition or division of property, profits or rights
      of
      the Trust except as described below. The Securities shall be personal property
      giving only the rights specifically set forth therein and in this Declaration.
      The Securities shall have no, and the issuance of the Securities shall not
      be
      subject to, preemptive or other similar rights and when issued and delivered
      to
      Holders against payment of the purchase price therefor, the Securities will
      be
      fully paid and nonassessable by the Trust.








(b)  For
      so
      long as any Capital Securities remain outstanding, if, upon an Indenture Event
      of Default pursuant to Sections 5.01(b), (e), (f), (g), (h) or (i) of the
      Indenture, the Debenture Trustee fails or the holders of not less than 25%
      in
      principal amount of the outstanding Debentures fail to declare the principal
      of
      all of the Debentures to be immediately due and payable, the Holders of not
      less
      than a Majority in liquidation amount of the Capital Securities then outstanding
      shall have the right to make such declaration by a notice in writing to the
      Institutional Trustee, the Sponsor and the Debenture Trustee.





(c)  At
      any
      time after the acceleration of maturity of the Debentures has been made and
      before a judgment or decree for payment of the money due has been obtained
      by
      the Debenture Trustee as provided in the Indenture, if the Institutional
      Trustee, subject to the provisions hereof, fails to annul any such acceleration
      and waive such default, the Holders of a Majority in liquidation amount of
      the
      Capital Securities, by written notice to the Institutional Trustee, the Sponsor
      and the Debenture Trustee, may rescind and annul such acceleration and its
      consequences if.





(i)  the
      Sponsor has paid or deposited with the Debenture Trustee a sum sufficient to
      pay





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





(B)  any
      accrued Deferred Interest on all of the Debentures;





(C)  all
      payments on any Debentures that have become due otherwise than by such
      acceleration and interest and Deferred Interest thereon at the rate borne by
      the
      Debentures; and





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





(ii)  all
      Events of Default with respect to the Debentures, other than the non-payment
      of
      the principal of or premium, if any, on the Debentures that has become due
      solely by such acceleration, have been cured or waived as provided in Section
      5.07 of the Indenture.





(d)  The
      Holders of a Majority in liquidation amount of the Capital Securities may,
      on
      behalf of the Holders of all the Capital Securities, waive any past Default
      or
      Event of Default, except a Default or Event of Default arising from the
      non-payment of principal of or premium, if any, or interest on the Debentures
      (unless such Default or Event of Default has been cured and a sum sufficient
      to
      pay all matured installments of interest, premium and principal due otherwise
      than by acceleration has been deposited with the Debenture Trustee) or a Default
      or Event of Default in respect of a covenant or provision that under the
      Indenture cannot be modified or amended without the consent of the holder of
      each outstanding Debenture. No such rescission shall affect any subsequent
      default or impair any right consequent thereon.








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





(f)  Except
      as
      otherwise provided in this Section, the Holders of a Majority in liquidation
      amount of the Capital Securities may, on behalf of the Holders of all the
      Capital Securities, waive any past Default or Event of Default and its
      consequences. Upon such waiver, any such Default or Event of Default shall
      cease
      to exist, and any Default or Event of Default arising therefrom shall be deemed
      to have been cured, for every purpose of this Declaration, but no
      such ****** waiver
      shall extend to any subsequent or other Default or Event of Default or impair
      any right consequent thereon.





ARTICLE
      VII


DISSOLUTION
      AND TERMINATION OF TRUST





Section
      7.1.  Dissolution
      and Termination of Trust .





(a)  The
      Trust
      shall dissolve on the first to occur of





(i)  unless
      earlier dissolved, on February 23, 2041, the expiration of the term of the
      Trust;





(ii)  a
      Bankruptcy Event with respect to the Sponsor, the Trust or the Debenture
      Issuer;




(iii)  other
      than in connection with a merger, consolidation or similar transaction not
      prohibited by the Indenture, this Declaration or the Guarantee, as the case
      may
      be, the filing of a certificate of dissolution or its equivalent with respect
      to
      the Sponsor or upon the revocation of the charter of the Sponsor and the
      expiration of 90 days after the date of revocation without a reinstatement
      thereof,







(iv)  the
      distribution of all of the Debentures to the Holders of the Securities, upon
      exercise of the right of the Holders of all of the outstanding Common Securities
      to dissolve the Trust as provided in Annex I hereto;





(v)  the
      entry
      of a decree of judicial dissolution of any Holder of the Common Securities,
      the
      Sponsor, the Trust or the Debenture Issuer;





(vi)  when
      all
      of the Securities are then subject to redemption and the amounts necessary
      for
      redemption thereof shall have been paid to the Holders in accordance with the
      terms of the Securities; or





(vii)  before
      the issuance of any Securities, with the consent of all of the Trustees and
      the
      Sponsor.





(b)  As
      soon
      as is practicable after the occurrence of an event referred to in Section
      7.1(a), and after satisfaction of liabilities to creditors of the Trust as
      required by applicable law, including §3808 of the Statutory Trust Act, and
      subject to the terms set forth in Annex 1, the Institutional Trustee shall
      terminate the Trust by filing a certificate of cancellation with the Secretary
      of State of the State of Delaware.


of
      the
      Trust.





(c)  The
      provisions of Section 2.9 and Article IX shall survive the
      termination





ARTICLE
      VIII


TRANSFER
      OF INTERESTS





Section
      8.1.  General .





(a)  Subject
      to Section 6.4 and Section 8.1(c), when a Holder of Capital Securities delivers
      to the Registrar in accordance with this Declaration a request to register
      a
      transfer of such Holder’s Capital Securities or to exchange them for an equal
      aggregate liquidation amount of Capital Securities represented by different
      Certificates, the Registrar shall register the transfer or make the exchange
      when the requirements provided for herein for such transfer or exchange are
      met.
      To facilitate registrations of transfers and exchanges, the Trust shall execute
      and the Institutional Trustee shall authenticate Capital Security Certificates
      at the Registrar’s request.





(b)  Upon
      issuance of the Common Securities, the Sponsor shall acquire and retain
      beneficial and record ownership of the Common Securities and, for so long as
      the
      Securities remain outstanding, the Sponsor shall maintain 100% ownership of
      the
      Common Securities; provided, however, that any permitted successor of the
      Debenture Issuer under the Indenture may succeed to the Sponsor’s ownership of
      the Common Securities.







(c)  Capital
      Securities may only be transferred, in whole or in part, in accordance with
      the
      terms and conditions set forth in this Declaration and in the terms of the
      Capital Securities. To the fullest extent permitted by applicable law, any
      transfer or purported transfer of any Security not made in accordance with
      this
      Declaration shall be null and void and will be deemed to be of no legal effect
      whatsoever and any such purported transferee shall be deemed not to be the
      Holder of such Capital Securities for any purpose, including, but not limited
      to, the receipt of Distributions on such Capital Securities, and such transferee
      shall be deemed to have no interest whatsoever in such Capital
      Securities.





(d)  The
      Registrar shall provide in the Securities Register for the registration of
      Securities and of transfers of Securities, which will be effected without charge
      but only upon payment (with such indemnity as the Registrar may reasonably
      require) in respect of any tax or o ther
      governmental charges that may be imposed in relation to it.





With
      respect to Capital Securities that are not Book-Entry Capital Securities, upon
      its receipt of the documents required under this Section 8.1 (d) for
      registration of transfer of any Securities, the Registrar shall register in
      the
      Securities Register, in the name of the designated transferee or transferees,
      the Securities being transferred and thereupon, for all purposes of this
      Declaration, such transfer shall be effective and such transferee or transferees
      shall be, and such transferor shall no longer be, the Holder of the transferred
      Securities. Upon the registration of transfer of a Security pursuant to the
      terms of this Declaration in the name of the new Holder thereof, such Security
      shall constitute the same Security as the Security so transferred and shall
      be
      entitled to the same benefits under this Declaration as the Security so
      transferred. The Registrar shall, and is authorized to, record and register
      in
      the Securities Register the transfer of a Security upon the Registrar’s receipt
      of originals or copies (which may be by facsimile or other form of electronic
      transmission) of (i) a written instrument of transfer in form reasonably
      satisfactory to the Registrar duly executed by the Holder or such Holder’s
      attorney duly authorized in writing, and (ii) if such Security is being
      transferred prior to the Resale Restriction Termination Date other than in
      accordance with Section 8.4, a certificate substantially in the form set forth
      as Exhibit C, D or E, as applicable, hereto, executed by the transferor or
      transferee, as applicable; thereupon, the Registrar is authorized to confirm
      in
      writing to the transferee and, if requested, to the transferor of such Security
      that such transfer has been registered in the Securities Register and that
      such
      transferee is the Holder of such Security. The Definitive Capital Securities
      Certificate transferred, duly endorsed by the transferor, shall be surrendered
      to the Registrar at the time the transfer conditions specified in the
      immediately preceding sentence are satisfied or within five (5) Business Days
      after the Registrar has registered the transfer of such Security on the
      Securities Register, and promptly after such surrender, an Administrator on
      behalf of the Trust shall execute and the Institutional Trustee shall, and
      is
      authorized to, authenticate a Certificate in the name of the transferee or,
      if
      the transferee is a QIB desiring a beneficial interest in a Global Capital
      Security, in the name of the Depositary or its nominee, as applicable, as the
      new Holder of the Security evidenced thereby. Until the Definitive Capital
      Securities Certificate evidencing the Security so transferred is surrendered
      to
      the Registrar, such Security may not be transferred by such new
      Holder.








Each
      Definitive Capital Securities Certificate surrendered in connection with a
      registration of transfer shall be canceled by the Institutional Trustee pursuant
      to Section 6.7. A transferee of a Security shall be entitled to the rights
      and
      subject to the obligations of a Holder hereunder upon the registration of such
      transfer in the Securities Register. Each such transferee shall be deemed to
      have agreed to be bound by this Declaration.





(e)  Neither
      the Trust nor the Registrar shall be required (i) to issue Certificates
      representing Securities or register the transfer of or exchange any Securities
      during a period beginning at the opening of business 15 days before the day
      of
      any selection of Securities
      for redemption and ending at the close of business on the earliest date on
      which
      the relevant notice of redemption is deemed to have been given to all Holders
      of
      the Securities to be redeemed, or (ii) to register the transfer or exchange
      of
      any Security so selected for redemption in whole or in part, except the
      unredeemed portion of any Security being redeemed in part.





Section
      8.2.  Transfer
      Procedures and Restrictions .





(a)  Prior
      to
      the Resale Restriction Termination Date, Certificates evidencing Capital
      Securities shall bear the Restricted Securities Legend. The Restricted
      Securities Legend on any Certificate evidencing outstanding Capital Securities
      shall not be removed unless there is delivered to the Trust such satisfactory
      evidence, which may include an opinion of counsel, as may be reasonably required
      by the Trust, that neither the Restricted Securities Legend nor the restrictions
      on transfer set forth therein are required to ensure that transfers thereof
      comply with the provisions of the Securities Act or that such Securities are
      not
“restricted” within the meaning of Rule 144 under the Securities Act. Upon
      provision of such satisfactory evidence, the Institutional Trustee, at the
      written direction of the Trust, shall authenticate and deliver Capital
      Securities Certificates that do not bear the Restricted Securities Legend (other
      than the first two paragraphs of the legend specified in Section 8.2(c)) in
      exchange for the Capital Securities Certificates bearing the Restricted
      Securities Legend.





(b)  Prior
      to
      the Resale Restriction Termination Date, without the written consent of the
      Sponsor, Capital Securities that are not Book-Entry Capital Securities may
      only
      be transferred: (i) to a QIB if the instrument of transfer is accompanied by
      a
      certificate of the transferor substantially in the form set forth as Exhibit
      D
      hereto; (ii) to an “accredited investor” within the meaning of Rule 501 (a) (1),
      (2), (3), (7) or (8) under the Securities Act if the instrument of transfer
      is
      accompanied by a certificate of the transferee substantially in the form set
      forth as Exhibit C hereto; or (iii) to a non-“U.S. Person” in an “offshore
      transaction” under, and within the meaning of, Regulation S under the Securities
      Act if the instrument of transfer is accompanied by a certificate of the
      transferee substantially in the form set forth as Exhibit E hereto. Each
      certificate furnished pursuant to this Section 8.2(b) may be an original or
      a
      copy (which may be furnished by facsimile or other form of electronic
      transmission).





(c)  The
      Capital Securities may not be transferred prior to the Resale Restriction
      Termination Date except in compliance with restrictions on transfer set forth
      in
      the legend set forth below (the “Restricted Securities Legend”), and except as
      otherwise contemplated in Section 8.2(a), prior to the Resale Restriction
      Termination Date, each Certificate evidencing outstanding Capital Securities
      shall bear the Restricted Securities Legend:









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





UNLESS
      THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE TRUST
      OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
      SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
      NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
      IS
      MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] 1





THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
      SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
      MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
      DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
      IS
      EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
      ACT. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY
      ITS
      ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES TO OFFER, SELL OR
      OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN PRIOR
      TO THE DATE WHICH IS THE LATER OF (i) TWO YEARS (OR SUCH SHORTER PERIOD OF
      TIME
      AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE LATER OF (Y)
      THE
      DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE LAST DATE ON WHICH THE TRUST OR
      ANY
      AFFILIATE (AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) OF THE TRUST WAS
      THE
      HOLDER OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION (OR ANY PREDECESSOR
      THERETO) AND (ii) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT
      CHANGE IN APPLICABLE LAW, ONLY (A) TO THE DEBENTURE ISSUER OR THE TRUST, (B)
      PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON THE
      HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER,” AS DEFINED IN
      RULE 144A, THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
      INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE
      IN
      RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT TO AN “ACCREDITED INVESTOR” WITHIN THE
      MEANING OF SUBPARAGRAPH (a) (1), (2),(3),(7) OR (8) OF RULE 501 UNDER THE
      SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR SUCH INTEREST OR PARTICIPATION
      FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, FOR
      INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION
      WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO
      OFFERS AND SALES TO NON-US
      PERSONS THAT OCCUR OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER
      THE
      SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE
      DEBENTURE ISSUER AND THE TRUST PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
      PURSUANT TO CLAUSE (C) OR (E) ABOVE TO REQUIRE THE DELIVERY OF AN OPINION OF
      COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM
      IN
      ACCORDANCE WITH THE AMENDED AND RESTATED DECLARATION OF TRUST, A COPY OF WHICH
      MAY BE OBTAINED FROM THE DEBENTURE ISSUER OR THE TRUST. THE HOLDER OF THIS
      SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF
      OR
      THEREOF, AS THE CASE MAY BE, AGREES THAT IT WILL COMPLY WITH THE FOREGOING
      RESTRICTIONS.




1  Only
          applicable to Global Capital Securities.





THE
      HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS
      ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, ALSO AGREES, REPRESENTS AND
      WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT
      OR
      OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
      SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN ENTITY
      WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT
      IN THE ENTITY AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR
      HOLD THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, UNLESS SUCH
      PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXCEPTIVE RELIEF AVAILABLE UNDER U.S.
      DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38,
      90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF
      THIS SECURITY OR SUCH INTEREST OR PARTICIPATION IS NOT PROHIBITED BY SECTION
      406
      OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING.
      ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN
      WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF OR
      THEREOF, AS THE CASE MAY BE, THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT
      PLAN
      WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975
      OF
      THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN
      EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS
      OF
      ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH
      PURCHASE AND HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION
      406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE
      STATUTORY OR ADMINISTRATIVE EXEMPTION.








IN
      CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE
      REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY
      BE
      REQUIRED BY THE AMENDED AND RESTATED DECLARATION OF TRUST TO CONFIRM THAT THE
      TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.





THIS
      SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A
      LIQUIDATION AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS
      THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING A LIQUIDATION
      AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT
      WHATSOEVER ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER
      OF
      THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN FOR ANY PURPOSE,
      INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY
      OR
      SUCH INTEREST OR PARTICIPATION, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED
      TO
      HAVE NO INTEREST WHATSOEVER 1N THIS SECURITY OR ANY INTEREST OR PARTICIPATION
      HEREIN.





(d)  Capital
      Securities may only be transferred in minimum blocks of $100,000 aggregate
      liquidation amount (100 Capital Securities) and multiples of $1,000 in excess
      thereof. Any attempted transfer of Capital Securities in a block having an
      aggregate liquidation amount of less than $100,000 shall be deemed to be void
      and of no legal effect whatsoever. Any such purported transferee shall be deemed
      not to be a Holder of such Capital Securities for any purpose, including, but
      not limited to, the receipt of Distributions on such Capital Securities, and
      such purported transferee shall be deemed to have no interest whatsoever in
      such
      Capital Securities.





Section
      8.3.  Deemed
      Security Holders .
      The
      Trust, the Administrators, the Trustees, the Paying Agent, the Transfer Agent
      or
      the Registrar may treat the Person in whose name any Security shall be
      registered on the Securities Register of the Trust as the sole Holder and owner
      of such Security for purposes of receiving Distributions and for all other
      purposes whatsoever and, accordingly, shall not be bound to recognize any
      equitable or other claim to or interest in such Security on the part of any
      other Person, whether or not the Trust, the Administrators, , the
      Trustees, the Paying Agent, the Transfer Agent or the Registrar shall have
      actual or other notice thereof.








Transfer
      of Initial Securities .  With
      respect to Capital Securities that are not Book-Entry Capital Securities, and
      notwithstanding the foregoing provisions of this Article VIII or any other
      provision of this Declaration (including all Annexes and Exhibits hereto) to
      the
      contrary, any or all of the Capital Securities initially issued to the Purchaser
      (the “Initial Securities”) may be transferred by the Purchaser to any transferee
      selected by it that meets the parameters specified below and, upon delivery
      to
      the Registrar, of originals or copies (which may be by facsimile or other form
      of electronic transmission) of a written instrument of transfer in form
      reasonably satisfactory to the Registrar duly executed by the Purchaser or
      the
      Purchaser’s attorney duly authorized in writing (it being understood that no
      signature guarantee shall be required), then the Registrar shall, and is
      authorized to, record and register on the Securities Register the transfer
      of
      such Initial Securities to such transferee; thereupon, the Registrar is
      authorized to confirm in writing to the transferee and, if requested, to the
      transferor of such Initial Securities that such transfer has been registered
      in
      the Securities Register and that such transferee is the Holder of such Initial
      Securities; provided,
      however, that
      the
      Purchaser of the
      Initial Securities, by its acceptance thereof, agrees that it may not transfer
      any Initial Securities prior to the Resale Restriction Termination Date to
      any
      transferee that is not a QIB, an “accredited investor” within the meaning of
      Rule 501(a)(1), (2), (3), (7) or (8) under the Securities Act or a non-”U.S.
      Person” in an “offshore transaction” under, and within the meaning of,
      Regulation S under the Securities Act. The Definitive Capital Securities
      Certificate evidencing the Initial Securities to be transferred, duly endorsed
      by the Purchaser, shall be surrendered to the Registrar at the time the transfer
      conditions specified in the immediately preceding sentence are satisfied or
      within five (5) Business Days after the Registrar has registered the transfer
      of
      such Initial Securities in the Securities Register, and promptly after such
      surrender, an Administrator on behalf of the Trust shall execute and, in the
      case of a Capital Security Certificate, the Institutional Trustee shall, and
      is
      authorized to, authenticate a Certificate in the name of the transferee or,
      if
      the transferee is a QIB desiring a beneficial interest in a Global Capital
      Security, in the name of the Depositary or its nominee, as applicable, as the
      new Holder of the Initial Securities evidenced thereby. Until the Definitive
      Capital Securities Certificate evidencing the Initial Securities so transferred
      is surrendered to the Registrar, such Initial Securities may not be transferred
      by such new Holder. No other conditions, restrictions or other provisions of
      this Declaration or any other document shall apply to a transfer of Initial
      Securities by the Purchaser.





ARTICLE
      IX


LIMITATION
      OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS





Section
      9.1.  Liability .





(a)  Except
      as
      expressly set forth in this Declaration, the Guarantee and the terms of the
      Securities, the Sponsor shall not be:





(i)  personally
      liable for the return of any portion of the capital contributions (or any return
      thereon) of the Holders of the Securities which shall be made solely from assets
      of the Trust; and








(ii)  required
      to pay to the Trust or to any Holder of the Securities any deficit upon
      dissolution of the Trust or otherwise.





(b)  The
      Holder of the Common Securities 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 of the Trust’s assets.





(c)  Pursuant
      to § 3 803 (a) of the Statutory Trust Act, the Holders of the Securities shall
      be entitled to the same limitation of personal liability extended to
      stockholders of private corporations for profit organized under the General
      Corporation Law of the State of Delaware, except as otherwise specifically
      set
      forth herein.





Section
      9.2.   Exculpation .





(a)  No
      Indemnified Person shall be liable, responsible or accountable in damages or
      otherwise to the Trust or any Covered Person for any loss, damage or claim
      incurred by reason of any act or omission performed or omitted by such
      Indemnified Person in good faith on behalf of the Trust and in a manner such
      Indemnified Person
      reasonably believed to be within the scope of the authority conferred on such
      Indemnified Person by this Declaration or by law, except that an Indemnified
      Person (other than an Administrator) shall be liable for any such loss, damage
      or claim incurred by reason of such Indemnified Person’s negligence, willful
      misconduct or bad faith with respect to such acts or omissions and except that
      an Administrator shall be liable for any such loss, damage or claim incurred
      by
      reason of such Administrator’s gross negligence, willful ** misconduct
      or bad faith with respect to such acts or omissions.





(b)  An
      Indemnified Person shall be fully ** protected
      in relying in good faith upon the records of the Trust and upon such
      information, opinions, reports or statements presented to the Trust by any
      Person as to matters the Indemnified Person reasonably believes are within
      such
      other Person’s professional or expert competence and, if selected by such
      Indemnified Person, has been selected by such Indemnified Person with reasonable
      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 of assets from
      which Distributions to Holders of Securities might properly be
      paid.





Section
      9.3.  Fiduciary
      Duty .





(a)  To
      the
      extent that, at law or in equity, an Indemnified Person has duties (including
      fiduciary duties) and liabilities relating thereto to the Trust or to any other
      Covered Person, an Indemnified Person acting under this Declaration shall not
      be
      liable to the Trust or to any other Covered Person for its good faith reliance
      on the provisions of this Declaration. The provisions of this Declaration,
      to
      the extent that they restrict the duties and liabilities of an Indemnified
      Person otherwise existing at law or in equity (other than the duties imposed
      on
      the Institutional Trustee under the Trust Indenture Act), are agreed by the
      parties hereto to replace such other duties and liabilities of the Indemnified
      Person.







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





(i)  in
      its
“discretion” or under a grant of similar authority, the Indemnified Person shall
      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 consideration
      to
      any interest of or factors affecting the Trust or any other Person;
      or





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





Section
      9.4.  Indemnification .





(a)


(i)  The
      Sponsor shall indemnify, to the fullest extent permitted by law, any Indemnified
      Person who was or is a party or is threatened to be made a party to any
      threatened, pending or completed action, suit or proceeding, whether civil,
      criminal, administrative or investigative (other than an action by or in the
      right of the Trust) by reason of the fact that such Person is or was an
      Indemnified Person
      against expenses (including attorneys’ fees and expenses), judgments, fines and
      amounts paid in settlement actually and reasonably incurred by such Person
      in
      connection with such action, suit or proceeding if such Person acted in good
      faith and in a manner such Person reasonably believed to be in or not opposed
      to
      the best interests of the Trust, and, with respect to any criminal action or
      proceeding, had no reasonable cause to believe such conduct was unlawful. The
      termination of 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 and in a manner which such Person reasonably believed to be in or not
      opposed to the best interests of the Trust, and, with respect to any criminal
      action or proceeding, had reasonable cause to believe that such conduct was
      unlawful.





(ii)  The
      Sponsor shall indemnify, to the fullest extent permitted by law, any Indemnified
      Person who was or is a party or is threatened to be made a party to any
      threatened, pending or completed action or suit by or in the right of the Trust
      to procure a judgment in its favor by reason of the fact that such Person is
      or
      was an Indemnified Person against expenses (including attorneys’ fees and
      expenses) actually and reasonably incurred by such Person in connection with
      the
      defense or settlement of such action or suit if such Person acted in good faith
      and in a manner such Person reasonably believed to be in or not opposed to
      the
      best interests of the Trust and except that no such indemnification shall be
      made in respect of any claim, issue or matter as to which such Indemnified
      Person shall have been adjudged to be liable to the Trust unless and only to
      the
      extent that the Court of Chancery of Delaware or the court in which such action
      or suit was brought shall determine upon application that, despite the
      adjudication of liability but in view of all the circumstances of the case,
      such
      Person is fairly and reasonably entitled to indemnity for such expenses which
      such Court of Chancery or such other court shall deem proper.








(iii)  To
      the
      extent that an Indemnified Person shall be successful on the merits or otherwise
      (including dismissal of an action without prejudice or the settlement of an
      action without admission of liability) in defense of any action, suit
      or
      proceeding referred to in paragraphs (i) and (ii) of this Section 9.4(a), or
      in
      defense of any claim, issue or matter therein, such Person shall be indemnified,
      to the fullest extent permitted by law, against expenses (including attorneys’
fees and expenses) actually and reasonably incurred by such Person in connection
      therewith.





(iv)  Any
      indemnification of an Administrator under paragraphs (i) and (ii) of this
      Section 9.4(a) (unless ordered by a court) shall be made by the Sponsor only
      as
      authorized in the specific case upon a determination that indemnification of
      the
      Indemnified Person is proper in the circumstances because such Person has met
      the applicable standard of conduct set forth in paragraphs (i) and (ii). Such
      determination shall be made (A) by the Administrators by a majority vote of
      a
      Quorum consisting of such Administrators who were not parties to such action,
      suit or proceeding, (B) if such a Quorum is not obtainable, or, even if
      obtainable, if a Quorum of disinterested Administrators so directs, by
      independent legal counsel in a written opinion, or (C) by the Common Security
      Holder of the Trust.





(v)  To
      the
      fullest extent permitted by law, expenses (including attorneys’ fees and
      expenses) incurred by an Indemnified Person in defending a civil, criminal,
      administrative or investigative action, suit or proceeding referred to in
      paragraphs (i) and (ii) of this Section 9.4(a) shall be paid by the Sponsor
      in
      advance of the final disposition of such action, suit or proceeding upon receipt
      of an undertaking by or on behalf of such Indemnified Person to repay such
      amount if it shall ultimately be determined that such Person is not entitled
      to
      be indemnified by the Sponsor as authorized in this Section 9.4(a).
      Notwithstanding the foregoing, no advance shall be made by the Sponsor if a
      determination is reasonably and promptly made (1) in the case of a Company
      Indemnified Person (A) by the Administrators by a majority vote of a Quorum
      of
      disinterested Administrators, (B) if such a Quorum is not obtainable, or, even
      if obtainable, if a Quorum of disinterested Administrators so directs, by
      independent legal counsel in a written opinion or (C) by the Common Security
      Holder of the Trust, that, based upon the facts known to the Administrators,
      counsel or the Common Security Holder at the time such determination is made,
      such Indemnified Person acted in bad faith or in a manner that such Person
      either believed to be opposed to or did not believe to be in the best interests
      of the Trust, or, with respect to any criminal proceeding, that such Indemnified
      Person believed or had reasonable cause to believe such conduct was unlawful,
      or
      (2) in the case of a Fiduciary Indemnified Person, by independent legal counsel
      in a written opinion that, based upon the facts known to the counsel at the
      time
      such determination is made, such Indemnified Person acted in bad faith or in
      a
      manner that such Indemnified Person either believed to be opposed to or did
      not
      believe to be in the best interests of the Trust, or, with respect to any
      criminal proceeding, that such Indemnified Person believed or had reasonable
      cause to believe such conduct was unlawful. In no event shall any advance be
      made (i) to a Company Indemnified Person in instances where the Administrators,
      independent legal counsel or the Common Security Holder reasonably determine
      that such Person deliberately breached such Person’s duty to the Trust or its
      Common or Capital Security Holders or (ii) to a Fiduciary Indemnified Person
      in
      instances where independent legal counsel promptly and reasonably determines
      in
      a written opinion that such Person deliberately breached such Person’s duty to
      the Trust or its Common or Capital Security Holders.








(b)  The
      Sponsor shall indemnify, to the fullest extent permitted by applicable law,
      each
      Indemnified Person from and against any and all loss, damage, liability, tax
      (other than taxes based on the income of such Indemnified Person), penalty,
      expense or claim of any kind or nature whatsoever incurred by such Indemnified
      Person arising out of or in connection with or by reason of the creation,
      administration or termination of the Trust, or any act or omission of such
      Indemnified Person in good faith on behalf of the Trust and in a manner such
      Indemnified Person reasonably believed to be within the scope of authority
      conferred on such Indemnified Person by this Declaration, except that no
      Indemnified Person shall be entitled to be indemnified in respect of any loss,
      damage, liability, tax, penalty, expense or claim by such Indemnified Person
      by
      reason of negligence, willful misconduct or bad faith with respect to such
      acts
      or omissions.





(c)  The
      indemnification and advancement of expenses provided by, or granted pursuant
      to,
      the other paragraphs of this Section shall not be deemed exclusive of any other
      rights to which those seeking indemnification and advancement of expenses may
      be
      entitled under any agreement, vote of stockholders or disinterested directors
      of
      the Sponsor or Capital Security Holders of the Trust or otherwise, both as
      to
      action in such Person’s official capacity and as to action in another capacity
      while holding such office. All rights to indemnification under this Section
      shall be deemed to be provided by a contract between the Sponsor and each
      Indemnified Person who serves in such capacity at any time while this Section
      is
      in effect. Any repeal or modification of this Section shall not affect any
      rights or obligations then existing.





(d)  The
      Sponsor or the Trust may purchase and maintain insurance on behalf of any Person
      who is or was an Indemnified Person against any liability asserted against
      such
      Person and incurred by such Person in any such capacity, or arising out of
      such
      Person’s status as such, whether or not the Sponsor would have the power to
      indemnify such Person against such liability under the provisions of this
      Section.





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





(f)  The
      indemnification and advancement of expenses provided by, or granted pursuant
      to,
      this Section shall, unless otherwise provided when authorized or ratified,
      continue as to a Person who has ceased to be an Indemnified Person and shall
      inure to the benefit of the heirs, executors and administrators of such a
      Person.







(g)  The
      provisions of this Section shall survive the termination of this Declaration
      or
      the earlier resignation or removal of the Institutional Trustee. The obligations
      of the Sponsor under this Section to compensate and indemnify the Trustees
      and
      to pay or reimburse the Trustees for expenses, disbursements and advances shall
      constitute additional indebtedness hereunder. Such additional indebtedness
      shall
      be secured by a lien prior to that of the Securities upon all property and
      funds
      held or collected by the Trustees as such, except funds held in trust for the
      benefit of the Holders of particular Capital Securities, provided ,
      that
      the Sponsor is the Holder of the Common Securities.





Section
      9.5.  Outside
      Businesses .
      Any
      Covered Person, the Sponsor, the Delaware Trustee and the Institutional Trustee
      (subject to Section 4.3(c)) may engage in or possess an interest in other
      business ventures of any nature or description, independently or with others,
      similar or dissimilar to the business of the Trust, and the Trust and the
      Holders of Securities shall have no rights by virtue of this Declaration in
      and
      to such independent ventures or
      the
      income or profits derived therefrom, and the pursuit of any such venture, even
      if competitive with the business of the Trust, shall not be deemed wrongful
      or
      improper. None of any Covered Person, the Sponsor, the Delaware Trustee or
      the
      Institutional Trustee shall be obligated to present any particular investment
      or
      other opportunity to the Trust even if such opportunity is of a character that,
      if presented to the Trust, could be taken by the Trust, and any Covered Person,
      the Sponsor, the Delaware Trustee and the Institutional Trustee shall have
      the
      right to take for its own account (individually or as a partner or fiduciary)
      or
      to recommend to others any such particular investment or other opportunity.
      Any
      Covered Person, the Delaware Trustee and the Institutional Trustee may engage
      or
      be interested in any financial or other transaction with the Sponsor or any
      Affiliate of the Sponsor, or may act as depositary for, trustee or agent for,
      or
      act on any committee or body of holders of, securities or other obligations
      of
      the Sponsor or its Affiliates.





Section
      9.6.  Compensation:
      Fee .





(a)  The
      Sponsor agrees:





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





(ii)  except
      as
      otherwise expressly provided herein, to reimburse each of the Trustees upon
      request for all reasonable, documented expenses, disbursements and advances
      incurred or made by such Person in accordance with any provision of this
      Declaration (including the reasonable compensation and the expenses and
      disbursements of such Person’s agents and counsel), except any such expense,
      disbursement or advance attributable to such Person’s negligence, willful
      misconduct or bad faith.





(b)  The
      provisions of this Section shall survive the dissolution of the Trust and the
      termination of this Declaration and the removal or resignation of any
      Trustee.








ARTICLE
      X


ACCOUNTING





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





Section
      10.2.  Certain
      Accounting Matters .





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





(b)  The
      Sponsor shall cause the Administrators to deliver, by hardcopy or electronic
      transmission, (i) to each Holder of Securities each Report on Form 10-KSB (or
      10-K, if applicable) and Form 10-QSB (or 10-Q, if applicable), if any, prepared
      by the Sponsor and filed
      with the Commission in accordance with the Exchange Act, within 10 Business
      Days
      after the filing thereof or (ii) if the Sponsor is (a) not then subject to
      Section 13 or 15(d) of the Exchange Act (a “Private Entity”) or (b) exempt from
      reporting pursuant to Rule 12g3-2(b) thereunder, the information required by
      Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, so
      long
      as a Holder of the Capital Securities is the Purchaser or an entity that holds
      a
      pool of trust preferred securities and/or debt securities as collateral for
      its
      securities or a trustee thereof, and the Sponsor is (i) a Private Entity that,
      on the date of original issuance of the Capital Securities, is required to
      provide audited consolidated financial statements to its primary regulatory
      authority, (ii) a Private Entity that, on the date of original issuance of
      the
      Capital Securities, is not required to provide audited consolidated financial
      statements to its primary regulatory authority, on the date of original issuance
      of the Capital Securities but subsequently becomes subject to the audited
      consolidated financial statement reporting requirements of that regulatory
      authority or (iii) subject to Section 13 or 15(d) of the Exchange Act on the
      date of original issuance of the Capital Securities or becomes so subject after
      the date hereof but subsequently becomes a Private Entity, then, within 90
      days
      after the end of each fiscal year, beginning with the fiscal year in which
      the
      Capital Securities were originally issued if the Sponsor was then subject to
      (x)
      Section 13 or 15(d) of the Exchange Act or (y) audited consolidated financial
      statement reporting requirements of its primary regulatory authority or,
      otherwise, the earliest fiscal year in which the Sponsor becomes subject to
      (1)
      Section 13 or 15(d) of the Exchange Act or (2) the audited consolidated
      financial statement reporting requirements of its primary regulatory authority,
      the Sponsor shall deliver, by hardcopy or electronic transmission, to each
      Holder of Securities, unless otherwise provided pursuant to the preceding
      sentence, (A) a copy of the Sponsor’s audited consolidated financial statements
      (including balance sheet and income statement) covering the related annual
      period and (B) the report of the independent accountants with respect to such
      financial statements. In addition to the foregoing, the Sponsor shall deliver
      to
      each Holder of Securities within 90 days after the end of each Fiscal Year
      of
      the Trust, annual financial statements of the Trust, including a balance sheet
      of the Trust as of the end of such Fiscal Year and the statements of income
      or
      loss for the Fiscal Year then ended, that are prepared at the principal office
      of the Trust in the United States, as defined for purposes of Treasury
      Regulations § 301.7701-7.








(c)  The
      Administrators shall cause to be duly prepared and delivered to each of the
      Holders of Securities Form 1099 or such other annual United States federal
      income tax information statement required by the Code, containing such
      information with regard to the Securities held by each Holder as is required
      by
      the Code and the Treasury Regulations. Notwithstanding any right under the
      Code
      to deliver any such statement at a later date, the Administrators shall endeavor
      to deliver all such statements within 30 days after the end of each Fiscal
      Year
      of the Trust.





(d)  The
      Administrators shall cause to be duly prepared in the United States, as defined
      for purposes of Treasury Regulations § 301.7701-7, and filed an annual United
      States federal income tax return on a Form 1041 or such other form required
      by
      United States federal income tax law, and any other annual income tax returns
      required to be filed by the Administrators on behalf of the Trust with any
      state
      or local taxing authority.





(e)  So
      long
      as a Holder of the Capital Securities is Sandler O’Neill & Partners, L.P. or
      an entity that holds a pool of trust preferred securities and/or debt securities
      or a trustee thereof, the Sponsor shall cause the Administrators to deliver
      the
      Sponsor’s reports on Forms
      FR
      Y-6, FR Y-9C and FR Y-9LP to such Holder promptly following their filing with
      the Federal Reserve.





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





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








ARTICLE
      XI


AMENDMENTS
      AND MEETINGS





Section
      11.1.  Amendments .





(a)  Except
      as
      otherwise provided in this Declaration or by any applicable terms of the
      Securities, this Declaration may only be amended by a written instrument
      approved and executed by





(i)  the
      Institutional Trustee,





(ii)  if
      the
      amendment affects the rights, powers, duties, obligations or immunities of
      the
      Delaware Trustee, the Delaware Trustee,





(iii)  if
      the
      amendment affects the rights, powers, duties, obligations or immunities of
      the
      Administrators, the Administrators, and





(iv)  the
      Holders of a Majority in liquidation amount of the Common
      Securities.





(b)  Notwithstanding
      any other provision of this Article XI, no amendment shall be made, and any
      such
      purported amendment shall be void and ineffective:





(i)  unless
      the Institutional Trustee shall have first received





(A)  an
      Officers’ Certificate from each of the Trust and the Sponsor that such amendment
      is permitted by, and conforms to, the terms of this Declaration (including
      the
      terms of the Securities); and





(B)  an
      opinion of counsel (who may be counsel to the Sponsor or the Trust) that such
      amendment is permitted by, and conforms to, the terms of this Declaration
      (including the terms of the Securities) and that all conditions precedent to
      the
      execution and delivery of such amendment have been satisfied; or





(ii)  if
      the
      result of such amendment would be to





(A)  cause
      the
      Trust to cease to be classified for purposes of United States federal income
      taxation as a grantor trust;





(B)  reduce
      or
      otherwise adversely affect ** the
      powers of the Institutional Trustee in contravention of the Trust Indenture
      Act;








(C)  cause
      the
      Trust to be deemed to be an Investment Company required to be registered under
      the Investment Company Act; or





(D)  cause
      the
      Debenture Issuer to be unable to treat an amount equal to the liquidation amount
      of the Capital Securities as “Tier 1 Capital” (or its equivalent) for purposes
      of the capital adequacy guidelines of the Federal Reserve (or any successor
      regulatory authority with jurisdiction over bank holding
      companies).





(c)  Except
      as
      provided in Section 11.1(d), (e) or (g), no amendment shall be made, and any
      such purported amendment shall be void and ineffective, unless the Holders
      of a
      Majority in liquidation amount of the Capital Securities shall have consented
      to
      such amendment.





(d)  In
      addition to and notwithstanding any other provision in this Declaration, without
      the consent of each affected Holder, this Declaration may not be amended to
      (i)
      change the amount or timing of any Distribution on the Securities or any
      redemption or liquidation provisions applicable to the Securities or otherwise
      adversely affect the amount of any Distribution required to be made in respect
      of the Securities as of a specified date or (ii) restrict the right of a Holder
      to institute suit for the enforcement of any Distributions or other amounts
      on
      or after their due date.





(e)  Sections
      9.1 (b) and 9.1 (c) and this Section shall not be amended without the consent
      of
      all of the Holders of the Securities.





(f)  The
      rights of the Holders of the Capital Securities and Common Securities, as
      applicable, under Article IV to increase or decrease the number of, and appoint
      and remove, Trustees shall not be amended without the consent of the Holders
      of
      a Majority in liquidation amount of the Capital Securities or Common Securities,
      as applicable.





(g)  This
      Declaration may be amended by the Institutional Trustee and the I-colder of
      the
      Common Securities without the consent of the Holders of the Capital Securities
      to:





(i)  cure
      any
      ambiguity;





(ii)  correct
      or supplement any provision in this Declaration that may be defective or
      inconsistent with any other provision of this Declaration;





(iii)  add
      to
      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
      be
      necessary or desirable, including, without limitation, to ensure that the Trust
      will be classified for United States federal income tax purposes at all times
      as
      a grantor trust and will not be required to register as an Investment Company
      under the Investment Company Act (including without limitation to conform to
      any
      change in Rule 3a-5, Rule 3a-7 or any other applicable rule under the Investment
      Company Act or written change in interpretation or application thereof by any
      legislative body, court, government agency or regulatory
      authority);








provided , however ,
      that no
      such amendment contemplated in clause (i), (ii), (iii) or (iv) shall adversely
      affect the powers, preferences, rights or interests of Holders of Capital
      Securities.





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





(a)  Meetings
      of the Holders of the Capital Securities or the Common Securities may be called
      at any time by the Administrators (or as provided in the terms of such
      Securities) to consider and act on any matter on which Holders of such
      Securities are entitled to act under the terms of this Declaration, the terms
      of
      such Securities or the rules of any stock exchange on which the Capital
      Securities are listed or admitted for trading, if any. The Administrators shall
      call a meeting of the Holders of such Securities if directed to do so by the
      Holders of not less than 10% in liquidation amount of such Securities. Such
      direction shall be given by delivering to the Administrators one or more notices
      in a writing stating that the signing Holders of such Securities wish to call
      a
      meeting and indicating the general or specific purpose for which the meeting
      is
      to be called. Any Holders of Securities calling a meeting shall specify in
      writing the Certificates held by the Holders of the Securities exercising the
      right to call a meeting and only those Securities represented by such
      Certificates shall be counted for purposes of determining whether the required
      percentage set forth in the second sentence of this paragraph has been
      met.





(b)  Except
      to
      the extent otherwise provided in the terms of the Securities, the following
      provisions shall apply to meetings of Holders of the Securities:





(i)  Notice
      of
      any such meeting shall be given to all the Holders of the Securities having
      a
      right to vote thereat at least 7 days and not more than 60 days before the
      date
      of such meeting. Whenever a vote, consent or approval of the Holders of the
      Securities is permitted or required under this Declaration or the rules of
      any
      stock exchange on which the Capital Securities are listed or admitted for
      trading, if any, such vote, consent or approval may be given at a meeting of
      the
      Holders of the Securities. Any action that may be taken at a meeting of the
      Holders of the Securities may be taken without a meeting if a consent in writing
      setting forth the action so taken is signed by the Holders of the Securities
      owning not less than the minimum liquidation amount of Securities that would
      be
      necessary to authorize or take such action at a meeting at which all Holders
      of
      the Securities having a right to vote thereon were present and voting. Prompt
      notice of the taking of action without a meeting shall be given to the Holders
      of the Securities entitled to vote who have not consented in writing. The
      Administrators may specify that any written ballot submitted to the Holders
      of
      the Securities for the purpose of taking any action without a meeting shall
      be
      returned to the Trust within the time specified by the
      Administrators.








(ii)  Each
      Holder of a Security may authorize any Person to act for it by proxy on all
      matters in which a Holder of Securities is entitled to participate, including
      waiving notice of any meeting, or voting or participating at a
      meeting.


No
      proxy
      shall be valid after the expiration of 11 months from the date thereof unless
      otherwise provided in the proxy. Every proxy shall be revocable at the pleasure
      of the Holder of the Securities executing it. Except as otherwise provided
      herein, all matters relating to the giving, voting or validity of proxies shall
      be governed by the General Corporation Law of the State of Delaware relating
      to
      proxies, and judicial interpretations thereunder, as if the Trust were a
      Delaware corporation and the Holders of the Securities were stockholders of
      a
      Delaware corporation. Each meeting of the Holders of the Securities shall be
      conducted by the Administrators or by such other Person that the Administrators
      may designate.





(iii)  Unless
      the Statutory Trust Act, this Declaration, the terms of the Securities, the
      Trust Indenture Act or the listing rules of any stock exchange on which the
      Capital Securities are then listed or admitted for trading, if any, otherwise
      provides, the Administrators, in their sole discretion, shall establish all
      other provisions relating to meetings of Holders of Securities, including notice
      of the time, place or purpose of any meeting at which any matter is to be voted
      on by any Holders of the Securities, waiver of any such notice, action by
      consent without a meeting, the establishment of a record date, quorum
      requirements, voting in person or by proxy or any other matter with 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 is defined
      in
      Treasury Regulations § 301.7701-7).





ARTICLE
      XII


REPRESENTATIONS
      OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE





Section
      12.1.  Representations
      and Warranties of Institutional Trustee .
      The
      Trustee that acts as initial Institutional Trustee represents and warrants
      to
      the Trust and to the Sponsor at the date of this Declaration, and each Successor
      Institutional Trustee represents and warrants to the Trust and the Sponsor
      at
      the time of the Successor Institutional Trustee’s acceptance of its appointment
      as Institutional Trustee, that:





(a)  the
      Institutional Trustee is a banking corporation or national association with
      trust powers, duly organized, validly existing and in good standing under the
      laws of the State of Delaware or the United States of America, respectively,
      with trust power and authority to execute and deliver, and to carry out and
      perform its obligations under the terms of, this Declaration;





(b)  the
      Institutional Trustee has a combined capital and surplus of at least fifty
      million U.S. dollars ($50,000,000);





(c)  the
      Institutional Trustee is not an Affiliate of the Sponsor, nor does the
      Institutional Trustee offer or provide credit or credit enhancement to the
      Trust;





(d)  the
      execution, delivery and performance by the Institutional Trustee of this
      Declaration has been duly authorized by all necessary action on the part of
      the
      Institutional Trustee, and this Declaration has been duly executed and delivered
      by the Institutional Trustee, and under Delaware law (excluding any securities
      laws) constitutes a legal, valid and binding obligation of the Institutional
      Trustee, enforceable against it in accordance with its terms, subject to
      applicable bankruptcy, reorganization, moratorium, insolvency and other similar
      laws affecting creditors’ rights generally and to general principles of equity
      and the discretion of the court (regardless of whether considered in a
      proceeding in equity or at law);








(e)  the
      execution, delivery and performance of this Declaration by the Institutional
      Trustee does not conflict with or constitute a breach of the charter or by-laws
      of the Institutional Trustee; and





(f)  no
      consent, approval or authorization of, or registration with or notice to, any
      state or federal banking authority governing the trust powers of the
      Institutional Trustee is required for the execution, delivery or performance
      by
      the Institutional Trustee of this Declaration.





Section
      12.2.  Representations
      and Warranties of Delaware Trustee .  The
      Trustee that acts as initial Delaware Trustee represents and warrants to the
      Trust and to the Sponsor at the date of this Declaration, and each Successor
      Delaware Trustee represents and warrants to the Trust and the Sponsor at the
      time of the Successor Delaware Trustee’s acceptance of its appointment as
      Delaware Trustee that:





(a)  if
      it is
      not a natural person, the Delaware Trustee is duly organized, validly existing
      and in good standing under the laws of the State of Delaware;





(b)  if
      it is
      not a natural person, the execution, delivery and performance by the Delaware
      Trustee of this Declaration has been duly authorized by all necessary corporate
      action on the part of the Delaware Trustee, and this Declaration has been duly
      executed and delivered by
      the
      Delaware Trustee, and under Delaware law (excluding any securities laws)
      constitutes a legal, valid and binding obligation of the Delaware Trustee,
      enforceable against it in accordance with its terms, subject to applicable
      bankruptcy, reorganization, moratorium, insolvency and other similar laws
      affecting creditors’ rights generally and to general principles of equity and
      the discretion of the court (regardless of whether considered in a proceeding
      in
      equity or at law);





(c)  if
      it is
      not a natural person, the execution, delivery and performance of this
      Declaration by the Delaware Trustee does not conflict with or constitute a
      breach of the charter or by-laws of the Delaware Trustee;





(d)  it
      has
      trust power and authority to execute and deliver, and to carry out and perform
      its obligations under the terms of, this Declaration;





(e)  no
      consent, approval or authorization of, or registration with or notice to, any
      state or federal banking authority governing the trust powers of the Delaware
      Trustee is required for the execution, delivery or performance by the Delaware
      Trustee of this Declaration; and








(f)  the
      Delaware Trustee is a natural person who is a resident of the State of Delaware
      or, if not a natural person, it is an entity which has its principal place
      of
      business in the State of Delaware and, in either case, a Person that satisfies
      for the Trust the requirements of §3807 of the Statutory Trust Act.





ARTICLE
      XIII


MISCELLANEOUS





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





(a)  if
      given
      to the Trust, in care of the Administrators at the Trust’s mailing address set
      forth below (or such other address as the Trust may give notice of to the
      Holders of the Securities): Bay National Capital Trust I, c/o Bay National
      Corporation, 2328 West Joppa Road, Suite 325, Baltimore, Maryland 21093,
      Attention: Hugh W. Mohler, Telecopy: 410-494-2589, Telephone:
      410-494-2580;





(b)  if
      given
      to the Delaware Trustee, at the mailing address set forth below (or such other
      address as the Delaware Trustee may give notice of to the Holders of the
      Securities): Wilmington
      Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, DE
      19890-0001, Attention: Corporate Capital Markets, Telecopy: 302-636-4140,
      Telephone: 302-651-1000;





(c)  if
      given
      to the Institutional Trustee, at the Institutional Trustee’s mailing address set
      forth below (or such other address as the Institutional Trustee may give notice
      of to the Holders of the Securities): Wilmington Trust Company, Rodney Square
      North, 1100 North Market Street, Wilmington, DE 19890-0001, Attention: Corporate
      Capital Markets, Telecopy: 302-636-4140, Telephone: 302-651-1000;





(d)  if
      given
      to the Holder of the 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 notice of to the Trust): Bay National Corporation, 2328 West Joppa
      Road, Suite 325, Baltimore, Maryland 21093, Attention: Hugh W. Mohler, Telecopy:
      410-494-2589, Telephone: 410-494-2580; or





(e)  if
      given
      to any other Holder, at the address set forth on the books and records of the
      Trust.





All
      such
      notices shall be deemed to have been given when received in person, telecopied
      with receipt confirmed, or mailed by first class mail, postage prepaid, except
      that if a notice or other document is refused delivery or cannot be delivered
      because of a changed address of which no notice was given, such notice or other
      document shall be deemed to have been delivered on the date of such refusal
      or
      inability to deliver.








Section
      13.2.  Governing
      Law .  This
      Declaration and the rights and obligations of the parties hereunder shall be
      governed by and interpreted in accordance with the law of the State of Delaware
      and all rights, obligations and remedies shall be governed by such laws without
      regard to the principles of conflict of laws of the State of Delaware or any
      other jurisdiction that would call for the application of the law of any
      jurisdiction other than the State of Delaware.





Section
      13.3.  Submission
      to Jurisdiction .





(a)  Each
      of
      the parties hereto agrees that any suit, action or proceeding arising out of
      or
      based upon this Declaration, or the transactions contemplated hereby, may be
      instituted in any of the courts of the State of New York and the United States
      District Courts, in each case located in the Borough of Manhattan, City and
      State of New York, and further agrees to submit to the jurisdiction of any
      competent court in the place of its corporate domicile in respect of actions
      brought against it as a defendant. In addition, each such party irrevocably
      waives, to the fullest extent permitted by law, any objection which it may
      now
      or hereafter have to the laying of the venue of such suit, action or proceeding
      brought in any such court and irrevocably waives any claim that any such suit,
      action or proceeding brought in any such court has been brought in an
      inconvenient forum and irrevocably waives any right to which it may be entitled
      on account of its place of corporate domicile. Each such party hereby
      irrevocably waives any and all right to trial by jury in any legal proceeding
      arising out of or relating to this Declaration or the transactions contemplated
      hereby. Each such party agrees that final judgment
      in any proceedings brought in such a court shall be conclusive and binding
      upon
      it and may be enforced in any court to the jurisdiction of which it is subject
      by a suit upon such judgment.





(b)  Each
      of
      the Sponsor, the Trustees, the Administrators and the Holder of the Common
      Securities irrevocably consents to the service of process on it in any such
      suit, action or proceeding by the mailing thereof by registered or certified
      mail, postage prepaid, to it at its address given in or pursuant to Section
      13.1
      hereof.





(c)  To
      the
      extent permitted by law, nothing herein contained shall preclude any party from effecting
      service of process in any lawful manner or from bringing any suit, action or
      proceeding in respect of this Declaration in any other state, country or
      place.





Section
      13.4.   Intention
      of the Parties .
      It is
      the intention of the parties hereto that the Trust be classified for United
      States federal income tax purposes as a grantor trust. The provisions of this
      Declaration shall be interpreted to further this intention of the
      parties.





Section
      13.5.  Headings .
      Headings contained in this Declaration are inserted for convenience of reference
      only and do not affect ** the
      interpretation of this Declaration or any provision hereof.





Section
      13.6.  Successors
      and Assigns .
      Whenever in this Declaration any of the parties hereto is named or referred
      to,
      the successors and assigns of such party shall be deemed to be included, and
      all
      covenants and agreements in this Declaration by the Sponsor and the Trustees
      shall bind and inure to the benefit of their respective successors and assigns,
      whether or not so expressed.








Section
      13.7.  Partial
      Enforceability .
      If any
      provision of this Declaration, or the application of such provision to any
      Person or circumstance, shall be held invalid, the remainder of this
      Declaration, or the application of such provision to persons or circumstances
      other than those to which it is held invalid, shall not be affected
      thereby.





Section
      13.8.  Counterparts .
      This
      Declaration may contain more than one counterpart of the signature page and
      this
      Declaration may be executed by the affixing of the signature of each of the
      Trustees and Administrators to any of such counterpart signature pages. All
      of
      such counterpart signature pages shall be read as though one, and they shall
      have the same force and effect as though all of the signers had signed a single
      signature page.





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







WILMINGTON
      TRUST COMPANY


as
      Delaware Trustee





By: /s/
      Denise M. Geran


Name:
      Denise M. Geran


Title:
      Vice President








WILMINGTON
      TRUST COMPANY


as
      Institutional Trustee





By: /s/
      Denise M. Geran


Name:
      Denise M. Geran


Title:
      Vice President





BAY
      NATIONAL CORPORATION


as
      Sponsor





By: /s/
      Hugh W. Mohler


Name:
      Hugh W. Mohler


Title:
      President & Chair








/s/
      Hugh W. Mohler


Hugh
      W.
      Mohler


as
      Administrator








/s/
      Mark A. Semanie


Mark
      A.
      Semanie


as
      Administrator








/s/
      Warren F. Boutilier


Warren
      F.
      Boutilier


as
      Administrator





**ANNEX
      I**


**TERMS
      OF CAPITAL SECURITIES AND COMMON SECURITIES**















**ANNEX
      I**




**TERMS
      OF CAPITAL SECURITIES AND COMMON SECURITIES**




Pursuant
      to Section 6.1 of the Amended and Restated Declaration of Trust, dated as of
      December 12, 2005 (as amended from time to time, the “Declaration”), the
      designation, rights, privileges, restrictions, preferences and other terms
      and
      provisions of the Capital Securities and the Common Securities (collectively,
      the “Securities”) are set out below (each capitalized term used but not defined
      herein has the meaning set forth in the Declaration):




ARTICLE
      XIV  Designation
      and Number .





Section
      14.1.  Capital
      Securities .
      8,000
      Capital Securities of Bay National Capital Trust I (the “Trust”), with an
      aggregate liquidation amount with respect to the assets of the Trust of EIGHT
      MILLION Dollars ($8,000,000) and a liquidation amount with respect to the assets
      of he Trust of $1,000 per Capital Security, are hereby designated for the
      purposes of identification only as the “MMCapS sm ”
(the
      “Capital Securities”). The Capital Security Certificates evidencing the Capital
      Securities shall be substantially in the form of Exhibit A-1 to the Declaration,
      with such changes and additions thereto or deletions therefrom as may be
      required by ordinary usage, custom or practice or to conform to the rules of
      any
      stock exchange on which the Capital Securities are listed, if any.





Section
      14.2.  Common
      Securities .
      248
      Common Securities of the Trust (the “Common Securities”) will be evidenced by
      Common Security Certificates substantially in the form of Exhibit A-2 to the
      Declaration, with such changes and additions thereto or deletions therefrom
      as
      may be required by ordinary usage, custom or practice. In the absence of an
      Event of Default, the Common Securities will have an aggregate liquidation
      amount with respect to the assets of the Trust of TWO HUNDRED FORTY-EIGHT
      THOUSAND Dollars ($248,000) and a liquidation amount with respect to the assets
      of the Trust of $1,000 per Common Security.





ARTICLE
      XV  Distributions .





Distributions
      payable on each Security will be payable at a fixed rate of interest equal
      to
      7.20% per annum (the “Coupon Rate”). Distributions in arrears for more than one
      Distribution Period will bear interest thereon, compounded quarterly, at
      the
      Coupon Rate (to the extent permitted by applicable law). The term
“Distributions”, as used herein, includes cash Distributions, any such
      compounded Distributions and any Additional Amounts payable on the Debentures
      unless otherwise stated. A Distribution is payable only to the extent that
      payments are made in respect of the Debentures held by the Institutional Trustee
      and to the extent the Institutional Trustee has funds legally available in
      the
      Property Account therefor. The amount of Distributions payable for any
      Distribution Period will be computed on the basis of a 360-day year consisting
      of twelve 30-day months.





The
      term
“Distribution Period,”, as used herein, means (i) in the case of the first
      Distribution Period, the period from, and including, the date of original
      issuance of the Securities to, but excluding, the initial Distribution Payment
      Date and (ii) thereafter, from, and including, the first day following the
      end
      of the preceding Distribution Period to, but excluding, the applicable
      Distribution Payment Date or, in the case of the last Distribution Period,
      the
      related date of redemption.




A-I-1


(b)  Distributions
      on the Securities will be cumulative, will accrue from the date of original
      issuance, and will be payable, subject to extension of Distribution Periods
      as
      described herein, quarterly in arrears on February 23, May 23, August 23 and
      November 23 of each year, commencing on February 23, 2006 (each, a “Distribution
      Payment Date”), and on any earlier date of redemption, as applicable. The
      Debenture Issuer has the right under the Indenture to defer payments of interest
      on the Debentures by extending the interest payment period for up to 20
      consecutive quarterly periods (each such extended interest payment period,
      together with all previous and future consecutive extensions thereof, is
      referred to herein as an “Extension Period”) at any time and from time to time
      on the Debentures, subject to the conditions described below and in the
      Indenture. No Extension Period may end on a date other than a Distribution
      Payment Date or extend beyond the Maturity Date, any Optional Redemption Date
      or
      the Special Redemption Date, as the case may be (each such term as defined
      herein). During any Extension Period, interest will continue to accrue on the
      Debentures, and interest on such accrued interest (such accrued interest and
      interest thereon referred to herein as “Deferred Interest”) will accrue, at an
      annual rate equal to the Coupon Rate, compounded quarterly from the date such
      Deferred Interest would have been payable were it not for the Extension Period,
      to the extent permitted by applicable law. At the end of any Extension Period,
      the Debenture Issuer shall pay all Deferred Interest then accrued and unpaid
      on
      the Debentures; provided,
      however ,
      that
      during any Extension Period, the Debenture Issuer may not (i) declare or pay
      any
      dividends or distributions on, or redeem, purchase, acquire, or make a
      liquidation payment with respect to, any of the Debenture Issuer’s capital
      stock, (ii) make any payment of principal or premium or interest on or repay,
      repurchase or redeem any debt securities of the Debenture Issuer that rank
      in
      all respects pari passu with or junior in interest to the Debentures or (iii)
      make any payment under any guarantees of the Debenture Issuer that rank in all respects
      pari passu with or junior in interest to the Guarantee (other than (a)
      repurchases, redemptions or other acquisitions of shares of capital stock of
      the
      Debenture Issuer (A) in connection with any employment contract, benefit plan
      or
      other similar arrangement with or for the benefit of one or more employees,
      officers, directors or consultants, (B) in connection with a dividend
      reinvestment or stockholder stock purchase plan or (C) in connection with the
      issuance of capital stock of the Debenture Issuer (or securities convertible
      into or exercisable for such capital stock), as consideration in an acquisition
      transaction entered into prior to the applicable Extension Period, (b) as a
      result of any exchange or conversion of any class or series of the Debenture
      Issuer’s capital stock (or any capital stock of a subsidiary of the Debenture
      Issuer) for any class or series of the Debenture Issuer’s capital stock or of
      any class or series of the Debenture Issuer’s indebtedness for any class or
      series of the Debenture Issuer’s capital stock, (c) the purchase of fractional
      interests in shares of the Debenture Issuer’s capital stock pursuant to the
      conversion or exchange provisions of such capital stock or the security being
      converted or exchanged, (d) any declaration of a dividend in connection with
      any
      stockholder’s rights plan, or the issuance of rights, stock or other property
      under any stockholder’s rights plan, or the redemption or repurchase of rights
      pursuant thereto, or (e) any dividend in the form of stock, warrants, options
      or
      other rights where the dividend stock or the stock issuable upon exercise of
      such warrants, options or other rights is the same stock as that on which the
      dividend is being paid or ranks pari passu with or junior in interest to such
      stock). Prior to the termination of any Extension Period, the Debenture Issuer
      may further extend such Extension Period, provided ,
      that no
      Extension Period (including all previous and further
      consecutive extensions that are part of such Extension Period) shall exceed
      20
      consecutive quarterly periods. Upon the termination of any Extension Period
      and
      upon the payment of all Deferred Interest, the Debenture Issuer may commence
      a
      new Extension Period, subject to the requirements herein and in the Indenture.
      No interest or Deferred Interest (except any Additional Amounts that may be
      due
      and payable) shall be due and payable during an Extension Period, except at
      the
      end thereof, but Deferred Interest shall accrue upon each installment of
      interest that would otherwise have been due and payable during such Extension
      Period until such installment is paid.





A-I-2


As
      a
      consequence of any Extension Period, Distributions will be deferred.
      Notwithstanding any such deferral, Distributions will continue to accrue on
      the
      Securities, and Distributions on such accrued Distributions will accrue, at
      the
      Coupon Rate, compounded quarterly, to the extent permitted by applicable law.
      If
      Distributions are deferred, the Distributions due shall be paid on the date
      that
      such Extension Period terminates to Holders of the Securities as they appear
      on
      the books and records of the Trust on the regular record date immediately
      preceding the Distribution Payment Date on which such Extension Period
      terminates to the extent that the Trust has funds legally available for the
      payment of such Distributions in the Property Account of the Trust.




The
      Trust’s fiends available for Distributions to the Holders of the Securities will
      be limited to payments received from the Debenture Issuer. The payment of
      Distributions out of moneys held by the Trust is guaranteed by the Guarantor
      pursuant to the Guarantee.




(c)  Distributions
      on the Securities on any Distribution Payment Date will be payable to the
      Holders thereof as they appear on the books and records of the Registrar on
      the
      relevant regular record dates. The relevant “regular record dates” shall be 15
      days before the relevant Distribution Payment Dates. Distributions payable
      on
      any Securities that are not punctually paid on any Distribution Payment Date,
      as
      a result of the Debenture Issuer having failed to make a payment under the
      Debentures, as the case may be, when due (taking into account any Extension
      Period), will cease to be payable to the Person in whose name such Securities
      are registered on the original relevant regular record date, and such defaulted
      Distributions will instead be payable to the Person in whose name such
      Securities are registered on the regular record date preceding the Distribution
      Payment Date on which the related Extension Period terminates or, **** in
      the
      absence of an Extension Period, a special record date therefor selected by
      the
      Administrators.




(d)  In
      the
      event that there is any money or 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 the Holders of the Securities.




(e)  If
      any
      Distribution Payment Date other than any date of redemption falls on a day
      that
      is not a Business Day, then Distributions payable will be paid on, and such
      Distribution Payment Date will be moved to, the next succeeding Business Day,
      and no additional Distributions will accrue for each day that such payment
      is
      delayed as a result thereof.




A-I-3


ARTICLE
      XVI  Liquidation
      Distribution Upon Dissolution .
      In the
      event of the voluntary or involuntary liquidation, dissolution, winding-up
      or
      termination of the Trust (each, a “Liquidation”),
      the Holders of the Securities will be entitled to receive out of the assets
      of
      the Trust legally available for distribution to Holders of the Securities,
      after
      satisfaction of liabilities to creditors of the Trust (to the extent not
      satisfied by the Debenture Issuer), an amount in cash equal to the aggregate
      of
      the liquidation amount of $1,000 per Security plus unpaid Distributions accrued
      thereon to the date of payment (collectively, the “Liquidation Distribution”),
      unless: (i) the Debentures have been redeemed in full in accordance with the
      terms thereof and of the Indenture; or (ii) the Debentures in an aggregate
      principal amount equal to the aggregate liquidation amount of such Securities
      and bearing accrued and unpaid interest in an amount equal to the accrued and
      unpaid Distributions on such Securities, after paying or making reasonable
      provision to pay all claims and obligations of the Trust in accordance with
      Section 3808(e) of the Statutory Trust Act, shall be distributed on a Pro Rata
      basis to the Holders of the Securities in exchange for such
      Securities.





The
      Sponsor, as the Holder of all of the Common Securities, has the right at any
      time, upon receipt by the Debenture Issuer and the Institutional Trustee for
      the
      benefit of the Trust of (i) an opinion of nationally recognized tax counsel
      that
      Holders will not recognize any gain or loss for United States Federal income
      tax
      purposes as a result of the distribution of Debentures, to dissolve the Trust
      (including, without limitation, upon the occurrence of a Tax Event, an
      Investment Company Event or a Capital Treatment Event, each as defined herein)
      and (ii) prior approval from the Board of Governors of the Federal Reserve
      System (the “Federal Reserve”) (if then required under applicable capital
      guidelines or policies of the Federal Reserve) and, after satisfaction of
      liabilities to creditors of the Trust, cause the Debentures to be distributed
      to
      the Holders of the Securities on a Pro Rata basis in accordance with the
      aggregate liquidation amount thereof.




The
      Trust
      shall dissolve on the first to occur of (i) February 23, 2041, the expiration
      of
      the term of the Trust, (ii) a Bankruptcy Event with respect to the Sponsor,
      the
      Trust or the Debenture Issuer, (iii) (other than in connection with a merger,
      consolidation or similar transaction not prohibited by the Indenture, this
      Declaration or the Guarantee, as the case may be) the filing of a certificate
      of
      dissolution or its equivalent with respect to the Sponsor or upon the revocation
      of the charter of the Sponsor and the expiration of 90 days after the date
      of
      revocation without a reinstatement thereof, (iv) the distribution of all of
      the
      Debentures to the Holders of the Securities, upon exercise of the right of
      the
      Holders of all of the outstanding Common Securities to dissolve the Trust as
      described above, (v) the entry of a decree of a judicial dissolution of any
      Holder of the Common Securities, the Sponsor, the Trust or the Debenture Issuer,
      (vi) when all of the Securities are then subject to redemption and the amounts
      necessary for redemption thereof shall have been paid to the Holders in
      accordance with the terms of the Securities or (vii) before the issuance of
      any
      Securities, with the consent of all of the Trustees and the Sponsor. As soon
      as
      practicable after the dissolution of the Trust and upon completion of the
      winding up of the Trust, the Trust shall terminate upon the filing of a
      certificate of cancellation with the Secretary of State of the State of
      Delaware.




Notwithstanding
      the foregoing, if a Liquidation of the Trust occurs as described in clause
      (i),
      (ii), (iii) or (v) in the immediately preceding paragraph, the Trust shall
      be
      liquidated by the Institutional Trustee of the Trust as expeditiously as such
      Trustee determines to be practical by distributing, after satisfaction of
      liabilities to creditors of the Trust (to the extent not satisfied by the
      Debenture Issuer) as provided by applicable law, to the Holders of the
      Securities, the
      Debentures on a Pro Rata basis, unless such distribution is determined by the
      Institutional Trustee not to be practical, in which event such Holders will
      be
      entitled to receive on a Pro Rata basis, out of the assets of the Trust legally
      available for distribution to the Holders of the Securities, after satisfaction
      of liabilities to creditors of the Trust (to the extent not satisfied by the
      Debenture Issuer), an amount in cash equal to the Liquidation Distribution.
      A
      Liquidation of the Trust pursuant to clause (iv) of the immediately preceding
      paragraph shall occur if the Institutional Trustee determines that such
      Liquidation is practical by distributing, after satisfaction of liabilities
      to
      creditors of the Trust (to the extent not satisfied by the Debenture Issuer),
      to
      the Holders of the Securities on a Pro Rata basis, the Debentures, and such
      distribution occurs.




A-I-4


If,
      upon
      any Liquidation of the Trust, the Liquidation Distribution can be paid only
      in
      part because the Trust has insufficient assets available to pay in full the
      aggregate Liquidation Distribution, then the amounts payable directly by the
      Trust on the Securities shall be paid to the Holders of the Securities on a
      Pro
      Rata basis, except that if an Event of Default has occurred and is continuing,
      then the Capital Securities shall have a preference over the Common Securities
      with regard to such amounts.




Upon
      any
      Liquidation of the Trust involving a distribution of the Debentures, if at
      the
      time of such Liquidation, the Capital Securities were rated by at least one
      nationally-recognized statistical rating organization, the Debenture Issuer
      will
      use its reasonable best efforts to obtain from at least one such or other rating
      organization a rating for the Debentures.




After
      the
      date for any distribution of the Debentures upon any Liquidation of the Trust,
      (i) the Securities of the Trust will be deemed to be no longer outstanding,
      (ii)
      any certificates representing the Capital Securities will be deemed to represent
      undivided beneficial interests in such of the Debentures as have an aggregate
      principal amount equal to the aggregate liquidation amount of such Capital
      Securities and bearing accrued and unpaid interest equal to accrued and unpaid
      Distributions on such Capital Securities until such certificates are presented
      to the Debenture Issuer or its agent for transfer or reissuance (and until
      such
      certificates are so surrendered, no payments shall be made to Holders of
      Securities in respect of any payments due and payable under the Debentures)
      and
      (iii) all rights of Holders of Securities shall cease, except the right of
      such
      Holders to receive Debentures upon surrender of certificates representing such
      Securities.




ARTICLE
      XVII  Redemption
      and Distribution .





(a)  The
      Debentures will mature on February 23, 2036 (the “Maturity Date”) at an amount
      in cash equal to 100% of the principal amount thereof plus unpaid interest
      accrued thereon to such date (the “Maturity Redemption Price”). The Debentures
      may be redeemed by the
      Debenture Issuer, at its option, in whole or in part, on any Distribution
      Payment Date on or after February 23, 2011 (each, an “Optional Redemption
      Date”), at the Optional Redemption Price, upon not less than 30 nor more than 60
      days’ prior written notice to holders of such Debentures. In addition, upon the
      occurrence and continuation of a Tax Event, an Investment Company Event or
      a
      Capital Treatment Event, the Debentures may be redeemed by the Debenture Issuer,
      at its option, in whole but not in part, at any time within 90 days following
      the occurrence of such Tax Event, Investment Company Event or Capital Treatment
      Event, as the case may be (the “Special Redemption Date”), at the Special
      Redemption Price, upon not less than 30 nor more than 60 days’ prior written
      notice to holders of the Debentures so long as such Tax Event, Investment
      Company Event or Capital Treatment Event, as the case may be, is continuing.
      In
      each case, the right of the Debenture Issuer to redeem the Debentures prior
      to
      maturity is subject to the Debenture Issuer and the Trust having received prior
      approval from the Federal Reserve, if then required under applicable capital
      guidelines or policies of the Federal Reserve.





A-I-5


“Tax
      Event” means the receipt by the Debenture Issuer and the Trust of an opinion of
      counsel experienced in such matters to the effect that, as a result of any
      amendment to or change (including any announced prospective change) in the
      laws
      or any regulations thereunder of the United States or any political subdivision
      or taxing authority thereof or therein, or as a result of any official
      administrative pronouncement (including any private letter ruling, technical
      advice memorandum, regulatory procedure, notice or announcement) (an
“Administrative Action”) or judicial decision interpreting or applying such laws
      or regulations, regardless of whether such Administrative Action or judicial
      decision is issued to or in connection with a proceeding involving the Debenture
      Issuer or the Trust and whether or not subject to review or appeal, which
      amendment, clarification, change, Administrative Action or decision is enacted,
      promulgated or announced, in each case on or after the date of original issuance
      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 or accrued on the
      Debentures; (ii) if the Debenture Issuer is organized and existing under the
      laws of the United States or any state thereof or the District of Columbia,
      interest payable by the Debenture Issuer on the Debentures is not, or within
      90
      days of the date of such opinion, will not be, deductible by the Debenture
      Issuer, in whole or in part, for United States federal income tax purposes;
      or
      (iii) the Trust is, or will be within 90 days of the date of such opinion,
      subject to or otherwise required to pay, or required to withhold from
      Distributions, more than a de minimis amount of other taxes (including
      withholding taxes), duties, assessments or other governmental
      charges.




“Investment
      Company Event” means the receipt by the Debenture Issuer and the Trust of an
      opinion of counsel experienced in such matters to the effect that, as a result
      of a change in law or regulation or written change in interpretation or
      application of law or regulation by any legislative body, court, governmental
      agency or regulatory authority, there is more than an insubstantial risk that
      the Trust is or, within 90 days of the date of such opinion will be, considered
      an Investment Company that is required to be registered under the Investment
      Company Act, which change becomes effective on or after the date of the original
      issuance of the Debentures.




“Capital
      Treatment Event” means, if the Debenture Issuer is organized and existing under
      the laws of the United States or any state thereof or the District of Columbia,
      the receipt by the Debenture Issuer and the Trust of an opinion of counsel
      experienced in such matters to the effect that, as a result of any amendment
      to,
      or change in, the laws, rules or regulations of the United States or any
      political subdivision thereof or therein, or as the result of any official
      or
      administrative pronouncement or action or decision interpreting or applying
      such
      laws, rules or regulations, which amendment or change is effective or which
      pronouncement, action or decision is announced on or after the date of original
      issuance of the Debentures, there is
      more
      than an insubstantial risk that the Debenture Issuer will not, within 90 days
      of
      the date of such opinion, be entitled to treat Capital Securities as “Tier 1
      Capital” (or the then equivalent thereof) for purposes of the capital adequacy
      guidelines of the Federal Reserve (or any successor regulatory authority with
      jurisdiction over bank holding companies), as then in effect and applicable
      to
      the Debenture Issuer; provided, however, that the inability of the Debenture
      Issuer to treat all or any portion of the aggregate Liquidation Amount of the
      Capital Securities as “Tier 1 Capital” shall not constitute the basis for a
      Capital Treatment Event if such inability results from the Debenture Issuer
      having preferred stock, minority interests in consolidated subsidiaries and
      any
      other class of security or interest which the Federal Reserve (or any successor
      regulatory authority with jurisdiction over bank holding companies) may now
      or
      hereafter accord “Tier 1 Capital” treatment that, in the aggregate, exceed the
      amount which may now or hereafter qualify for treatment as “Tier 1 Capital”
under applicable capital adequacy guidelines of the Federal Reserve (or any
      successor regulatory authority with jurisdiction over bank holding companies);
      provided, further, however, that the distribution of the Debentures in
      connection with the Liquidation of the Trust by the Debenture Issuer shall
      not
      in and of itself constitute a Capital Treatment Event unless such Liquidation
      shall have occurred in connection with a Tax Event or an Investment Company
      Event. For the avoidance of doubt, the inability of the Debenture Issuer to
      treat all or any portion of the aggregate Liquidation Amount of the Capital
      Securities as “Tier 1 Capital” as a result of the changes effected by the final
      rule adopted by the Federal Reserve on March 1, 2005 shall not constitute the
      basis for a Capital Treatment Event.




A-I-6


“Optional
      Redemption Price” means an amount in cash equal to 100% of the principal amount
      of the Debentures being redeemed plus unpaid interest accrued on such Debentures
      to the related Optional Redemption Date.




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




“Special
      Redemption Price” means, with respect to the redemption of the Debentures
      following a Special Event, an amount in cash equal to 104.00% of the principal
      amount of Debentures to be redeemed prior to February 23, 2007 and thereafter
      equal to the percentage of the principal amount of the Debentures that is
      specified below for the Special Redemption Date plus, in each case, unpaid
      interest accrued thereon to the Special Redemption Date:


Special
                  Redemption During the 12-MonthPeriod
                  Beginning February 23,
              Percentage
                  of Principal Amount2007
              103.20%2008
              102.40%2009
              101.60%2010
              100.80%2011
                  and thereafter
              100.00%
 A-I-7


(b)  Upon
      any
      repayment of the Debentures at maturity or in whole or in part upon redemption
      (other than following the distribution of the Debentures to the Holders of
      the
      Securities), the proceeds from such repayment shall concurrently be applied
      to
      redeem Pro Rata, at a redemption price corresponding to the applicable Maturity
      Redemption Price, Optional Redemption Price or Special Redemption Price for
      the
      Debentures, as the case may be, Securities having an aggregate liquidation
      amount equal to the aggregate principal amount of the Debentures so repaid; provided , however ,
      that
      Holders of such Securities shall be given not less than 30 nor more than 60
      days’ prior written notice of such redemption (other than a redemption resulting
      from the maturity of the Debentures on the Maturity Date).





(c)  If
      fewer
      than all the outstanding Securities are to be so redeemed, the Common Securities
      and the Capital Securities will be redeemed Pro Rata and the Capital Securities
      to be redeemed will be as described in Section 4(e)(ii) below.





(d)  The
      Trust
      may not redeem fewer than all the outstanding Capital Securities unless all
      accrued and unpaid Distributions have been paid on all Capital Securities for
      all Distribution Periods terminating on or before the related date of
      redemption.





(e)  Redemption
      or Distribution Procedures .





(i)  Written
      notice of any redemption of, or written notice of distribution of the Debentures
      in exchange for, the Securities (a “Redemption/Distribution Notice”) will be
      given by the Trust by mail to each Holder of Securities to be redeemed or
      exchanged not fewer than 30 nor more than 60 days before the date of redemption
      or exchange thereof which, in the case of a redemption, will be the date of
      redemption of the Debentures. For purposes of the calculation of the date of
      redemption or exchange and the dates on which notices are given pursuant to
      this
      Section 4(e)(i), a Redemption/Distribution Notice shall be deemed to be given
      on
      the day such notice is first mailed by first-class mail, postage prepaid, to
      Holders of such Securities. Each Redemption/Distribution Notice shall be
      addressed to the Holders of such Securities at the address of each such Holder
      appearing on the books and records of the Registrar. No defect in the
      Redemption/Distribution Notice or in the mailing thereof with respect to any
      Holder shall affect the validity of the redemption or exchange proceedings
      with
      respect to any other Holder.




(ii)  In
      the
      event that fewer than all the outstanding Capital Securities are to be redeemed,
      the Capital Securities to be redeemed shall be redeemed Pro Rata from each
      Holder.




(iii)  If
      the
      Securities are to be redeemed and the Trust gives a Redemption/Distribution
      Notice, which notice may only be issued if the Debentures are redeemed or repaid
      as set out in this Section (which notice will be irrevocable), then, provided ,  that
      the
      Institutional Trustee has a sufficient amount of cash in connection with the
      related redemption or maturity of the Debentures, the Institutional Trustee
      will, with respect to Book-Entry Capital Securities, irrevocably deposit with
      the Depositary for such Book-Entry Capital Securities, the price payable upon
      redemption of the Securities, and will give such Depositary irrevocable
      instructions and authority to pay the price payable upon
      redemption of such Book-Entry Capital Securities to Beneficial Owners of the
      Capital Securities. With respect to Capital Securities that are not Book-Entry
      Capital Securities, the Institutional Trustee will pay the price payable upon
      redemption of such Securities to the Holders of such Securities by check mailed
      to the address of each such Holder appearing on the books and records of the
      Trust on the related date of redemption. If a Redemption/Distribution Notice
      shall have been given and funds deposited as required, then immediately prior
      to
      the close of business on the date of such deposit, Distributions will cease
      to
      accrue on the Securities so subject to redemption and all rights of Holders
      of
      such Securities so subject to redemption will cease, except the right of the
      Holders of such Securities to receive the applicable price specified in Section
      4(a), but without interest on such price. If any date of redemption of the
      Securities falls on a day that is not a Business Day, then payment of all
      amounts payable on such date will be made on the next succeeding Business Day,
      and no additional Distributions will accrue in respect of such payment on such
      next succeeding Business Day. If any amount payable upon redemption of the
      Securities is improperly withheld or refused and not paid either by the Trust,
      the Debenture Issuer or the Sponsor as guarantor pursuant to the Guarantee,
      Distributions on such Securities will continue to accrue at the Coupon Rate
      applicable from the date of redemption to the actual date of payment, in which
      case the actual payment date will be considered the date of redemption for
      purposes of calculating the price payable upon redemption of the Securities.
      In
      the event of any redemption of the Capital Securities issued by the Trust in
      part, the Trust shall not be required to (i) issue, register the transfer of
      or
      exchange any Security during a period beginning at the opening of business
      15
      days before any selection for redemption of the Capital Securities and ending
      at
      the close of business on the earliest date on which the relevant notice of
      redemption is deemed to have been given to all Holders of the Capital Securities
      to be so redeemed or (ii) register the transfer of or exchange any Capital
      Securities so selected for redemption, in whole or in part, except for the
      unredeemed portion of any Capital Securities being redeemed in
      part.




A-I-8


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




(v)  Subject
      to the foregoing and applicable law (including, without limitation, United
      States federal securities laws), and provided ,
      that
      the acquiror is not the Holder of the Common Securities or the obligor under
      the
      Indenture, the Sponsor or any of its subsidiaries may at any time and from
      time
      to time purchase outstanding Capital Securities by tender, in the open market
      or
      by private agreement.




5.  Voting
      _Rights - Capital Securities .
      (a)
      Except as provided under Sections 5(b) and 7 and as otherwise required by law
      and the Declaration, the Holders of the Capital Securities will have no voting
      rights. The Administrators are required to call a meeting of the Holders of
      the
      Capital Securities if directed to do so by Holders of not less than 10% in
      liquidation amount of the Capital Securities.




(b)  Subject
      to the requirements of obtaining a tax opinion by the Institutional Trustee
      in
      certain circumstances set forth in the last sentence of this paragraph, the
      Holders of a Majority
      in liquidation amount of the Capital Securities, voting separately as a class,
      have the right to direct the time, method, and place of conducting any
      proceeding for any remedy available to the Institutional Trustee, or exercising
      any trust or power conferred upon the Institutional Trustee under the
      Declaration, including (i) directing the time, method, place of conducting
      any
      proceeding for any remedy available to the Debenture Trustee, or exercising
      any
      trust or power conferred on the Debenture Trustee with respect to the
      Debentures, (ii) waiving any past default and its consequences that are waivable
      under the Indenture, (iii) exercising any right to rescind or annul an
      acceleration of the principal of all the Debentures or (iv) consenting on behalf
      of all the Holders of the Capital Securities to any amendment, modification
      or
      termination of the Indenture or the Debentures where such consent shall be
      required; provided , however ,
      that,
      where a consent or action under the Indenture would require the consent or
      act
      of the holders of greater than a simple majority in principal amount of
      Debentures (a “Super Majority”) affected thereby, the Institutional Trustee may
      only give such consent or take such action at the written direction of the
      Holders of not less than the proportion in liquidation amount of the Capital
      Securities outstanding which the relevant Super Majority represents of the
      aggregate principal amount of the Debentures outstanding. If the Institutional
      Trustee fails to enforce its rights under the Debentures after the Holders
      of a
      Majority or Super Majority, as the case may be, in liquidation amount of such
      Capital Securities have so directed the Institutional Trustee, to the fullest
      extent permitted by law, a Holder of the Capital Securities may institute a
      legal proceeding directly against the Debenture Issuer to enforce the
      Institutional Trustee’s rights under the Debentures without first instituting
      any legal proceeding against the Institutional Trustee or any other person
      or
      entity. Notwithstanding the foregoing, if an Event of Default has occurred
      and
      is continuing and such event is attributable to the failure of the Debenture
      Issuer to pay interest or premium, if any, on or principal of the Debentures
      on
      the date such interest, premium, if any, or principal is payable (or in the
      case
      of redemption, the date of redemption), then a Holder of the Capital Securities
      may directly institute a proceeding for enforcement of payment, on or after
      the
      respective due dates specified in the Debentures, to such Holder directly of
      the
      principal of or premium, if any, or interest on the Debentures having an
      aggregate principal amount equal to the aggregate liquidation amount of the
      Capital Securities of such Holder. The Institutional Trustee shall notify all
      Holders of the Capital Securities of any default actually known to the
      Institutional Trustee with respect to the Debentures unless (x) such default
      has
      been cured prior to the giving of such notice or (y) the Institutional Trustee
      determines in good faith that the withholding of such notice is in the interest
      of the Holders of such Capital Securities, except where the default relates
      to
      the payment of principal of or interest on any of the Debentures. Such notice
      shall state that such Indenture Event of Default also constitutes an Event
      of
      Default hereunder. Except with respect to directing the time, method and place
      of conducting a proceeding for a remedy, the Institutional Trustee shall not
      take any of the actions described in clause (i), (ii), (iii) or (iv) above
      unless the Institutional Trustee has obtained an opinion of tax counsel to
      the
      effect that, as a result of such action, the Trust will not be classified as
      other than a grantor trust for United States federal income tax
      purposes.




A-I-9


A
      waiver
      of an Indenture Event of Default will constitute a waiver of the corresponding
      Event of Default hereunder. Any required approval or direction of Holders of
      the
      Capital Securities may be given at a separate meeting of Holders of the Capital
      Securities convened for such purpose, at a meeting of all of the Holders of
      the
      Securities in the Trust or pursuant to written consent. The Institutional
      Trustee will cause a notice of 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 be taken, to be mailed to each Holder of the
      Capital Securities. Each such 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 be taken, (ii) a description of any resolution proposed for
      adoption at such meeting on which such Holders are entitled to vote 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
      Capital Securities will be required for the Trust to redeem and cancel Capital
      Securities or to distribute the Debentures in accordance with the Declaration
      and the terms of the Securities.




A-I-10


Notwithstanding
      that Holders of the Capital Securities are 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 of the 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 Securities were not
      outstanding.




In
      no
      event will Holders of the Capital Securities have the right to vote to appoint,
      remove or replace the Administrators, which voting rights are vested exclusively
      in the Sponsor as the Holder of all of the Common Securities of the Trust.
      Under
      certain circumstances as more fully described in the Declaration, Holders of
      Capital Securities have the right to vote to appoint, remove or replace the
      Institutional Trustee and the Delaware Trustee.




6.  Voting
      Rights - Common Securities .
      (a)
      Except as provided under Sections 6(b), 6(c) and 7 and as otherwise required
      by
      law and the Declaration, the Common Securities will have no voting
      rights.




(b)  The
      Holder of the Common Securities is entitled, in accordance with Article IV
      of
      the Declaration, to vote to appoint, remove or replace any
      Administrators.




(c)  Subject
      to Section 6.7 of the Declaration and only after each Event of Default (if
      any)
      with respect to the Capital Securities has been cured, waived or otherwise
      eliminated and subject to the requirements of the second to last sentence of
      this paragraph, the Holder of the Common Securities, voting separately as a
      class, may direct the time, method, and place of conducting any proceeding
      for
      any remedy available to the Institutional Trustee, or exercising any trust
      or
      power conferred upon the Institutional Trustee under the Declaration, including
      (i) directing the time, method, place of conducting any proceeding
      for **** any
      remedy available to the Debenture Trustee, or exercising any trust or power
      conferred on the Debenture Trustee with respect to the Debentures, (ii) waiving
      any past default and its consequences that are waivable under the Indenture,
      or
      (iii) exercising any right to rescind or annul an acceleration of the principal
      of all the Debentures. Notwithstanding this Section 6(c), the Institutional
      Trustee shall not revoke any action previously authorized or approved by a
      vote
      or consent of the Holders of the Capital Securities. Other than with respect
      to
      directing the time, method and place of conducting any proceeding for any remedy
      available to the Institutional Trustee or the Debenture Trustee as set forth
      above, the Institutional Trustee shall not take any action described in clause
      (i), (ii) or (iii) above, unless the Institutional Trustee has obtained an
      opinion of tax counsel to the effect that for the purposes of United States
      federal income tax the Trust will not be classified as other than a grantor
      trust on account of such action. If the Institutional Trustee fails to enforce
      its rights under the Declaration, to the fullest extent permitted by law, the
      Holder of the Common Securities may institute a legal proceeding directly
      against any Person to enforce the Institutional Trustee’s rights under the
      Declaration, without first instituting a legal proceeding against the
      Institutional Trustee or any other Person.




A-I-11


Any
      approval or direction of the Holder of the Common Securities may be given at
      a
      separate meeting of Holders of the Common Securities convened for such purpose,
      at a meeting of all of the Holders of the Securities in the Trust or pursuant
      to
      written consent. The Administrators will cause a notice of any meeting at which
      the Holder of the Common Securities is entitled to vote, or of any matter upon
      which action by written consent of such Holder is to be taken, to be mailed
      to
      the Holder of the Common Securities. Each such notice will include a statement
      setting forth (i) the date of such meeting or the date by which such action
      is
      to be taken, (ii) a description of any resolution proposed for adoption at
      such
      meeting on which such Holder is entitled to vote 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 Holder of the Common Securities will be required for the
      Trust
      to redeem and cancel Common Securities or to distribute the Debentures in
      accordance with the Declaration and the terms of the Securities.




7.  Amendments
      to Declaration and Indenture .
      In
      addition to any requirements under Section 11.1 of the Declaration, if any
      proposed amendment to the Declaration provides for, or the Trustees otherwise
      propose to effect, (i) any action that would adversely affect the powers,
      preferences or special rights of the Securities, whether by way of amendment
      to
      the Declaration or otherwise, or (ii) the Liquidation of the Trust, other than
      as described in Section 7.1 of the Declaration, then the Holders of outstanding
      Securities, voting together as a single class, will be entitled to vote on
      such
      amendment or proposal and such amendment or proposal shall not be effective
      except with the approval of the Holders of a Majority in liquidation amount
      of
      the Securities affected thereby; provided , however ,
      if any
      amendment or proposal referred to in clause (i) above would adversely affect
      only the Capital Securities or only the Common Securities, then only Holders
      of
      the affected Securities will be entitled to vote on such amendment or proposal
      and such amendment or proposal shall not be effective except with the approval
      of the Holders of a Majority in liquidation amount of such
      Securities.




(a)  In
      the
      event the consent of the Institutional Trustee, as the holder of the Debentures,
      is required under the Indenture with respect to any amendment, modification
      or
      termination of the Indenture or the Debentures, the Institutional Trustee shall
      request the written direction of the Holders of the Securities with respect
      to
      such amendment, modification or termination and shall vote with respect to
      such
      amendment, modification, or termination as directed by a Majority in liquidation
      amount of the Securities voting together as a single class; provided , however ,
      that
      where a consent under the Indenture would require a Super Majority, the
      Institutional Trustee may only give such consent at the written direction of
      the
      Holders of not less than the proportion in liquidation amount of the Securities
      which the relevant Super Majority represents of the aggregate principal amount
      of the Debentures outstanding.




(b)  Notwithstanding
      the foregoing, no amendment or modification may be made to the Declaration
      if
      such amendment or modification would (i) cause the Trust to be classified for
      purposes of United States federal income taxation as other than a grantor trust,
      (ii) reduce or otherwise adversely affect the powers of the Institutional
      Trustee or (iii) cause the Trust to be deemed an Investment Company which is
      required to be registered under the Investment Company Act.




A-I-12


(c)  Notwithstanding
      any provision of the Declaration, the right of any Holder of the Capital
      Securities to receive payment of Distributions and payments upon redemption,
      Liquidation or otherwise, on or after their respective due dates, or to
      institute a suit for the enforcement of any such payment on or after such
      respective dates, shall not be impaired or affected without the consent of
      such
      Holder. For the protection and enforcement of the foregoing provision, each
      and
      every Holder of the Capital Securities shall 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 each Holder of the
      Securities according to the aggregate liquidation amount of the Securities
      held
      by the relevant Holder in relation to the aggregate liquidation amount of all
      Securities outstanding unless, in relation to a payment, an Event of Default
      has
      occurred and is continuing, in which case any funds available to make such
      payment shall be paid first to each Holder of the Capital Securities Pro Rata
      according to the aggregate liquidation amount of the Capital Securities held
      by
      the relevant Holder relative to the aggregate liquidation amount of all Capital
      Securities outstanding, and only after satisfaction of all amounts owed to
      the
      Holders of the Capital Securities, to each Holder of the Common Securities
      Pro
      Rata according to the aggregate liquidation amount of the Common Securities
      held
      by the relevant Holder relative to the aggregate liquidation amount of all
      Common Securities outstanding.




9.  Ranking .
      The
      Capital Securities rank pari passu with, and payment thereon shall be made
      Pro
      Rata with, the Common Securities except that, where an Event of Default has
      occurred and is continuing, the rights of Holders of the Common Securities
      to
      receive payment of Distributions and payments upon Liquidation, redemption
      and
      otherwise are subordinated to the rights of the Holders of the Capital
      Securities with the result that no payment of any Distribution on, or any amount
      payable upon the redemption of, any Common Security, and no payment to the
      Holder of any Common Security on account of the Liquidation of the Trust, shall
      be made unless payment in full in cash of (i) all accrued and unpaid
      Distributions on all outstanding Capital Securities for all Distribution
      Periods terminating on or prior thereto, (ii) all amounts payable upon Capital
      Securities then subject to redemption and (iii) all amounts payable upon Capital
      Securities in the event of the Liquidation of the Trust, in each case, shall
      have been made or provided for, and all funds immediately available to the
      Institutional Trustee shall first be applied to the payment in full in cash
      of
      the amounts specified in clause (i), (ii) and (iii) above that are then due
      and
      payable.




10.  Acceptance
      of Guarantee and Indenture .
      Each
      Holder of the Capital Securities and the Common Securities, by the acceptance
      of
      such Securities, agrees to the provisions of the Guarantee and the Indenture,
      including the subordination provisions therein.




11.  No
      Preemptive Rights .
      The
      Holders of the Securities shall have no, and the issuance of the Securities
      is
      not subject to, preemptive or similar rights to subscribe for any additional
      securities.




12.  Miscellaneous .
      These
      terms constitute a part of the Declaration. The Sponsor will provide a copy
      of
      the Declaration, the Guarantee and the Indenture to a Holder without charge
      on
      written request to the Sponsor at its principal place of business.









A-I-13


**Exhibit
      A-1**




Form
      of
      Capital Security Certificate

















**EXHIBIT
      A-1**




**FORM
      OF CAPITAL SECURITY CERTIFICATE**




[FORM
      OF
      FACE OF SECURITY]




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




UNLESS
      THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE TRUST
      OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
      SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
      NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
      IS
      MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] 2




THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
      SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
      MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
      DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
      IS
      EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
      ACT. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY
      ITS
      ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES TO OFFER, SELL OR
      OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN PRIOR
      TO THE DATE WHICH IS THE LATER OF (i) TWO YEARS (OR SUCH SHORTER PERIOD OF
      TIME
      AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE LATER OF (Y)
      THE
      DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE LAST DATE ON WHICH THE TRUST OR
      ANY
      AFFILIATE (AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) OF THE TRUST WAS
      THE
      HOLDER OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION (OR ANY PREDECESSOR
      THERETO) AND (ii) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT
      CHANGE IN APPLICABLE LAW, ONLY (A) TO THE DEBENTURE ISSUER OR THE TRUST, (B)
      PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON THE
      HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER,” AS DEFINED IN
      RULE 144A, THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
      INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE
      IN
      RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT TO AN “ACCREDITED INVESTOR” WITHIN THE
      MEANING OF SUBPARAGRAPH (a) (1), (2),(3),(7) OR (8) OF RULE 501 UNDER THE
      SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR SUCH INTEREST OR PARTICIPATION
      FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, FOR
      INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION
      WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO
      OFFERS AND SALES TO NON-US PERSONS THAT OCCUR OUTSIDE THE UNITED STATES PURSUANT
      TO REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE
      EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT
      TO
      THE RIGHT OF THE DEBENTURE ISSUER AND THE TRUST PRIOR TO ANY SUCH OFFER, SALE
      OR
      TRANSFER PURSUANT TO CLAUSE (C) OR (E) ABOVE TO REQUIRE THE DELIVERY OF AN
      OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
      EACH
      OF THEM IN ACCORDANCE WITH THE AMENDED AND RESTATED DECLARATION OF TRUST, A
      COPY
      OF WHICH MAY BE OBTAINED FROM THE DEBENTURE ISSUER OR THE TRUST. THE HOLDER
      OF
      THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF
      OR THEREOF, AS THE CASE MAY BE, AGREES THAT IT WILL COMPLY WITH THE FOREGOING
      RESTRICTIONS.


2 Only
          applicable if this Capital Security is a Global Capital
          Security.


A-1-1


THE
      HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS
      ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, ALSO AGREES, REPRESENTS AND
      WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT
      OR
      OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
      SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN ENTITY
      WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT
      IN THE ENTITY AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR
      HOLD THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, UNLESS SUCH
      PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTION RELIEF AVAILABLE UNDER U.S.
      DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38,
      90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF
      THIS SECURITY OR SUCH INTEREST OR PARTICIPATION IS NOT PROHIBITED BY SECTION
      406
      OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING.




A-1-2


ANY
      PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN
      WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF OR
      THEREOF, AS THE CASE MAY BE, THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT
      PLAN
      WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975
      OF
      THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN
      EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS
      OF
      ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH
      PURCHASE AND HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION
      406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE
      STATUTORY OR ADMINISTRATIVE EXEMPTION.




IN
      CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE
      REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY
      BE
      REQUIRED BY THE AMENDED AND RESTATED DECLARATION OF TRUST TO CONFIRM THAT THE
      TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.




THIS
      SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A
      LIQUIDATION AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS
      THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING A LIQUIDATION
      AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT
      WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER
      OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN FOR ANY PURPOSE,
      INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY
      OR
      SUCH INTEREST OR PARTICIPATION, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED
      TO
      HAVE NO INTEREST WHATSOEVER IN THIS SECURITY OR ANY INTEREST OR PARTICIPATION
      HEREIN.




A-1-3


Certificate
                  Number [______]
              Number
                  of Capital Securities 8,000
 CUSIP
      NO
      [______]




Certificate
      Evidencing Capital Securities




of




BAY
      NATIONAL CAPITAL TRUST I




Capital
      Securities




(liquidation
      amount $1,000 per Capital Security)




Bay
      National Capital Trust I, a statutory trust created under the laws of the State
      of Delaware (the “Trust”), hereby certifies that Sandier O’Neill & Partners,
      L.P. is the registered owner (the “Holder”) of 8,000 capital securities of the
      Trust representing undivided beneficial interests in the assets of the Trust,
      designated as MMCapS sm (liquidation amount $1,000 per Capital Security) (the “Capital Securities”).
      Subject to the Declaration (as defined below), the Capital Securities are
      transferable on the books and records of the Trust, in person or by a duly
      authorized attorney, upon surrender of this Certificate duly endorsed and in
      proper form for transfer. The Capital Securities represented hereby are issued
      pursuant to, and the designation, rights, privileges, restrictions, preferences
      and other terms and provisions of the Capital Securities shall in all respects
      be subject to, the provisions of the Amended and Restated Declaration of Trust
      of the Trust, dated as of December 12, 2005, among Hugh W. Mohler, Mark A.
      Semanie and Warren F. Boutilier, as Administrators, Wilmington Trust Company,
      as
      Delaware Trustee, Wilmington Trust Company, as Institutional Trustee, Bay
      National Corporation, as Sponsor, and the holders from time to time of undivided
      beneficial interests in the assets of the Trust, including the designation
      of
      the terms of the Capital Securities as set forth in Annex I to the Declaration,
      as the same may be amended from time to time (the “Declaration”). Capitalized
      terms used herein but not defined shall have the meaning given them in the
      Declaration. The Holder is entitled to the benefits of the Guarantee and the
      Indenture to the extent provided therein. The Sponsor will provide a copy of
      the
      Declaration, the Guarantee, and the Indenture to the Holder without charge
      upon
      written request to the Sponsor at its principal place of business.




By
      acceptance of this Certificate, the Holder is bound by the Declaration and
      is
      entitled to the benefits thereunder.




By
      acceptance of this Certificate, the Holder agrees to treat, for United States
      federal income tax purposes, the Debentures as indebtedness and the Capital
      Securities as evidence of undivided beneficial ownership in the
      Debentures.




This
      Certificate and the Capital Securities evidenced hereby are governed by, and
      shall be construed in accordance with, the laws of the State of Delaware,
      without regard to principles of conflict of laws.




This
      Certificate may contain more than one counterpart of the signature page and
      this
      Certificate may be executed and authenticated by the affixing of the signature
      of an Administrator on behalf of the Trust, and the signature of the
      Institutional Trustee providing authentication, to any of such counterpart
      signature pages. All of such counterpart signature pages shall be read as though
      one, and they shall have the same force and effect as though the Trust had
      executed, and the Institutional Trustee had authenticated, a single signature
      page.




A-1-4


IN
      WITNESS WHEREOF, the Trust has duly executed this Certificate





BAY
                NATIONAL CAPITAL TRUST IBy:NameTitle:
                AdministratorDated:








CERTIFICATE
      OF AUTHENTICATION








This
      Certificate represents Capital Securities referred to in the within-mentioned
      Declaration.




WILMINGTON
                TRUST COMPANY,not
                in its individual capacity but solely as the Institutional
                TrusteeBy:Authorized
                OfficerDated:





A-1-5


[FORM
      OF
      REVERSE OF SECURITY]




Distributions
      payable on each Capital Security will be payable at a fixed rate of interest
      equal to 7.20% per annum (the “Coupon Rate”). Distributions in arrears for more
      than one Distribution Period will bear interest thereon, compounded quarterly,
      at the Coupon Rate (to the extent permitted by applicable law). The term
“Distributions”, as used herein, includes cash Distributions, any such
      compounded Distributions and any Additional Amounts payable on the Debentures,
      unless otherwise stated. A Distribution is payable only to the extent that
      payments are made in respect of the Debentures held by the Institutional Trustee
      and to the extent the Institutional Trustee has funds legally available in
      the
      Property Account therefor. The amount of Distributions payable for any
      Distribution Period will be computed on the basis of a 360-day year consisting
      of twelve 30-day months.




Except
      as
      otherwise described below, Distributions on the Capital Securities will be
      cumulative, will accrue from the date of original issuance and will be payable
      quarterly in arrears on February 23, May 23, August 23, and November 23 of
      each
      year, commencing on February 23, 2006 (each, a “Distribution Payment Date”), and
      on any earlier date of redemption, subject, in each case, to the Business Day
      convention specified in the Declaration. The Debenture Issuer has the right
      under the Indenture to defer payments of interest on the Debentures by extending
      the interest payment period for up to 20 consecutive quarterly periods (each
      such extended interest payment period, together with all previous and future
      consecutive extensions thereof, is referred to herein as an “Extension Period”)
      at any time and from time to time on the Debentures, subject to the conditions
      described below and in the Declaration and the Indenture. No Extension Period
      may end on a date other than a Distribution Payment Date or extend beyond the
      Maturity Date, any Optional Redemption Date or the Special Redemption Date,
      as
      the case may be. During any Extension Period, interest will continue to accrue
      on the Debentures, and interest on such accrued interest (such accrued interest
      and interest thereon referred to herein as “Deferred Interest”) will accrue, at
      an annual rate equal to the Coupon Rate, compounded quarterly from the date
      such
      Deferred Interest would have been payable were it not for the Extension Period,
      to the extent permitted by applicable law. At the end of any Extension Period,
      the Debenture Issuer shall pay all Deferred Interest then accrued and unpaid
      on
      the Debentures; provided , however ,
      that
      prior to the termination of any Extension Period, the Debenture Issuer may
      further extend such Extension Period, provided ,
      that no
      Extension Period (including all previous and further consecutive extensions
      that
      are part of such Extension Period) shall exceed 20 consecutive quarterly
      periods. Upon the termination of any Extension Period and upon the payment
      of
      all Deferred Interest, the Debenture Issuer may commence a new Extension Period,
      subject to the requirements set forth herein and in the Declaration and the
      Indenture. No interest or Deferred Interest (except any Additional Amounts
      that
      may be due and payable) shall be due and payable during an Extension Period,
      except at the end thereof, but Deferred Interest shall accrue upon each
      installment of interest that would otherwise have been due and payable during
      such Extension Period until such installment is paid.




As
      a
      consequence of any Extension Period, Distributions will be deferred. If
      Distributions are deferred, the Distributions due shall be paid on the date
      that
      the related Extension Period terminates to Holders of the Capital Securities
      as
      they appear on the books and records of the Trust on the regular record date
      immediately preceding the Distribution Payment Date on which such Extension
      Period terminates to the extent that the Trust has funds legally available
      for
      the payment of such Distributions in the Property Account of the
      Trust.




The
      Capital Securities shall be redeemable, and shall be entitled to the Liquidation
      Distribution, as provided in the Declaration.




A-1-6


**ASSIGNMENT**




FOR
      VALUE
      RECEIVED, the undersigned assigns and transfers the Capital Securities evidenced
      by this Capital Security Certificate to:












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









(Insert
      address and zip code of assignee),




and
      irrevocably appoints _______________________________ as agent to transfer the
      Capital Securities evidenced by this Capital Security Certificate on the books
      of the Trust. The agent may substitute another to act for it, him or
      her.




Date:
      ______________________________________




Signature:
      __________________________________




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




Signature
      Guarantee: __________________________ 1














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


A-1-7


**Exhibit
      A-2**




Form
      of
      Common Security Certificate












**EXHIBIT
      A-2**




FORM
      OF
      COMMON SECURITY CERTIFICATE




THIS
      COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS
      AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT
      TO AN EXEMPTION FROM REGISTRATION.




EXCEPT
      AS
      SET FORTH IN SECTION 8.1 (b) OF THE DECLARATION (AS DEFINED BELOW), THIS
      SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
      TRANSFERRED.




A-2-1


Certificate
                  Number [_______]
              Number
                  of Common Securities 248


Certificate
      Evidencing Common Securities




of




BAY
      NATIONAL CAPITAL TRUST I




Bay
      National Capital Trust I, a statutory trust created under the laws of the State
      of Delaware (the “Trust”), hereby certifies that Bay National Corporation is the
      registered owner (the “Holder”) of 248 common securities of the Trust
      representing undivided beneficial interests in the assets of the Trust
      (liquidation amount $1,000 per Common Security) (the “Common Securities”). The
      Common Securities represented hereby are issued pursuant to, and the
      designation, rights, privileges, restrictions, preferences and other terms
      and
      provisions of the Common Securities shall in all respects be subject to, the
      provisions of the Amended and Restated Declaration of Trust of the Trust, dated
      as of December 12, 2005, among Hugh W. Mohler, Mark A. Semanie and Warren F.
      Boutilier, as Administrators, Wilmington Trust Company, as Delaware Trustee,
      Wilmington Trust Company, as Institutional Trustee, the Holder, as Sponsor,
      and
      the holders from time to time of undivided beneficial interests in the assets
      of
      the Trust, including the designation of the terms of the Common Securities
      as
      set forth in Annex I to the Declaration, as the same may be amended from time
      to
      time (the “Declaration”). Capitalized terms used herein but not defined shall
      have the meaning given them in the Declaration. The Sponsor will provide a
      copy
      of the Declaration and the Indenture to the Holder without charge upon written
      request to the Sponsor at its principal place of business.




As
      set
      forth in the Declaration, when an Event of Default has occurred and is
      continuing, the rights of the Holder of Common Securities to payment in respect
      of Distributions and payments upon Liquidation, redemption or otherwise are
      subordinated to the rights of payment of holders of the Capital
      Securities.




By
      acceptance of this Certificate, the Holder is bound by the Declaration and
      is
      entitled to the benefits thereunder.




By
      acceptance of this Certificate, the Holder agrees to treat, for United States
      federal income tax purposes, the Debentures as indebtedness and the Common
      Securities as evidence of undivided beneficial ownership in the
      Debentures.




This
      Certificate and the Common Securities evidenced hereby are governed by, and
      shall be construed in accordance with, the laws of the State of Delaware,
      without regard to principles of conflict of laws.




A-2-2


IN
      WITNESS WHEREOF, the Trust has executed this Certificate this ____ day of
      _________________, 2005.









BAY
      NATIONAL CAPITAL TRUST I




By:_______________________________________


Name:


Title:
      Administrator





A-2-3


[FORM
      O F
      REVERSE
      OF SECURITY]





Distributions
      payable on each Common Security will be identical in amount to the Distributions
      on each Security, payable Capital which is at a fixed rate of interest equal
      to
      7.20% per annum (the “Coupon Rate”). Distributions in arrears for more than one
      Distribution Period will bear interest thereon, compounded quarterly,
      at the Coupon Rate (to the extent permitted by applicable law ). The
      term
“Distributions”, as used herein, includes cash Distributions, any such
      compounded Distributions and any Additional Amounts payable on the Debentures,
      unless otherwise stated. A Distribution is payable only to the extent that
      payments are made in respect of the Debentures held by the Institutional Trustee
      and to the extent the Institutional Trustee has funds legally available in
      the
      Property Account therefor. The amount of Distributions payable for any
      Distribution Period will be computed on the basis of a 360-day year consisting
      of twelve May months.





Except
      as
      otherwise described below, Distributions on the Common Securities will be
      cumulative, will accrue from the date of original issuance and will be payable
      quarterly in arrears on February 23, May 23, August 23 and November 23 of each
      year, commencing on February 23, 2006 (each, a “Distribution Payment Date”), and
      on any earlier date of redemption, subject, in each case, to the Business Day
      convention specified in the Declaration. The Debenture Issuer has the right
      under the Indenture to defer payments of interest on the Debentures by extending
      the interest payment period for up to 20 consecutive quarterly periods (each
      such extended interest payment period, together with all previous and future
      consecutive extensions thereof, is referred to herein as an “Extension Period”)
      at any time and from time to time on the Debentures, subject to the conditions
      described below and in the Declaration and the Indenture. No Extension Period
      may end on a date other than a Distribution Payment Date or extend beyond the
      Maturity Date, any Optional Redemption Date or the Special Redemption Date,
      as
      the case may be. During any Extension Period, interest will continue to accrue
      on the Debentures, and interest on such accrued interest (such accrued interest
      and interest thereon referred to herein as “Deferred Interest”) will accrue, at
      an annual rate equal to the Coupon Rate, compounded quarterly from the date
      such
      Deferred Interest would have been payable were it not for the Extension Period,
      to the extent permitted by applicable law. At the end of any Extension Period,
      the Debenture Issuer shall pay all Deferred Interest then accrued and unpaid
      on
      the Debentures; that prior to the termination of any Extension Period, the
      Debenture Issuer may further extend such Extension Period, provided, that no
      Extension Period (including all previous and further consecutive extensions
      that
      are part of such Extension Period) shall exceed 20 consecutive quarterly
      periods. Upon the termination of any Extension Period and upon the payment
      of
      all Deferred Interest, the Debenture Issuer may commence a new Extension Period,
      subject to the requirements set forth herein and in the Declaration and the
      Indenture. No interest or Deferred Interest (except any Additional Amounts
      that
      may be due and payable) shall be due and payable during an Extension Period,
      except at the end thereof, but Deferred Interest shall accrue upon each
      installment of interest that would otherwise have been due and payable during
      such Extension Period until such installment is paid.





As
      a
      consequence of any Extension Period, Distributions will be deferred. If
      Distributions are deferred, the Distributions due shall be paid on the date
      that
      the related Extension Period terminates to Holders of the Securities as they
      appear on the books and records of the Trust on the regular record dote
      immediately preceding the Distribution Payment Date on which such Extension
      Period terminates to the extent that the Trust has funds legally available
      for
      the payment of such Distributions in the Property Account of the
      Trust.


The
      Common Securities shall be redeemable, and shall be entitled to the Liquidation
      Distribution, as provided in the Declaration.


A-2-4





ASSIGNMENT





FOR
      VALUE
      RECEIVED, the undersigned assigns and transfers the Common Securities evidenced
      by this Common Security Certificate to:








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








(Insert
      address and zip code of assignee),





and
      irrevocably appoints ______ as agent to transfer the Common Securities evidenced
      by 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
      Guarantee:_______________________________________ 1











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


A-2-5


**Exhibit
      B**





Form
      of
      Administrator’s Certificate of the Trust








**EXHIBIT
      B**





FORM
      OF
      ADMINISTRATOR’S CERTIFICATE


OF
      THE
      TRUST





Pursuant
      to Section 2.6(a)(i)(P) of the Amended and Restated Declaration of Trust, dated
      as of December 12, 2005 (as amended or supplemented from time to time, the
      “Trust Agreement”), off Bay National Capital Trust I (the “Trust”) among Bay
      National Corporation as Sponsor, Wilmington Trust Company, as Institutional
      Trustee, Wilmington Trust Company, as Delaware Trustee, the Administrators
      named
      therein, and the holders from time to time of beneficial interests in the assets
      of the Trust, the undersigned (on behalf of the Trust) hereby certifies that
      he/she is an Administrator of the Trust and that, to his/her knowledge under
      the
      terms of the Trust Agreement the Trust has complied (without regard to any
      period of grace or requirement of notice provided under the Trust Agreement)
      with all conditions and covenants under the Trust Agreement for the year
      20___.





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





IN
      WITNESS WHEREOF, the undersigned has executed this Administrator’s Certificate
      as of ___________, 20___.





Name:Title:





B-1


**Exhibit
      C**





Form
      of
      Transferee Certificate to be Executed by Accredited Investors











**EXHIBIT
      C**





FORM
      OF
      TRANSFEREE CERTIFICATE


TO
      BE
      EXECUTED BY ACCREDITED INVESTORS





________________,
      [ ]





Bay
      National Corporation


Bay
      National Capital Trust I


2328
      West
      Joppa Road, Suite 325


Baltimore,
      Maryland 21093





Re:
              Purchase
                  of $[SPECIFY] liquidation amount of MMCapSsm(the
                  “Capital Securities”) of Way National Capital Trust I (the
                  “Trust”).


Ladies
      and Gentlemen:





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





1.  We
      understand that the Capital Securities of the Trust have not been registered
      under the Securities Act of 1933, as amended (the “Securities Act”), and may not
      be offered or sold except as permitted in the following sentence. We agree
      on
      our own behalf and on behalf of any investor account for which we are purchasing
      the Capital Securities that, if we decide to offer, sell or otherwise transfer
      any such Capital Securities prior to the date which is the leer of OD two
      years
      (or such shorter period of time as permitted by Rule 144(k) under the Securities
      Act) after the leer of (Y) be date of original issuance of the Capital
      Securities and (Z) the last date on which the Trust or any Affiliate (as defined
      in Rule 405 under the Securities Act) of the Trust was the holder of any such
      Capital Securities (or any predecessor thereto) and (ii) such later date, if
      any, as may be required by any subsequent change in applicable law (the “Resale
      Restriction Termination Date”), then such offer, sale or other transfer will be
      made only (a) to be Company or the Trust, (b) pursuant to Rule 144A under the
      Securities Act, to a person we, reasonably believe is a qualified institutional
      buyer under Rule 144A (a “QIB”), that purchases for its own account or for the
      account of a QIB and to whom notice is given that the transfer is being made
      in
      reliance on Rule 144A, Q) pursuant to an exemption from registration, to an
      “accredited investor” within the meaning of subparagraph (a) (1), (2), (3), (7)
      or (8) of Rule 501 under the Securities Act that is acquiring any such Capital
      Securities for its own account or account of such an accredited investor for
      investment purposes and not with a view to, or sale in connection with, any
      distribution thereof in violation of the Securities Act, (d) pursuant to offers
      and sales to a non-U.S. Person that occur outside the United States pursuant
      to
      Regulation S under the Securities Act, or (e) pursuant to another available
      exemption from the registration requirements of the Securities Act, and in
      each
      of the foregoing cases in accordance with any applicable state securities laws
      and any requirements of law that govern the disposition of our property. If
      any
      resale or other transfer of the Capital Securities is proposed to be made
      pursuant to clause (c) above, the transferor shall deliver a letter from the
      transferee substantially in the form of this letter to the Institutional Trustee
      as Transfer Agent, which shall provide as applicable, among other things, that
      the transferee is an accredited investor within the meaning of subparagraph
      (a)(1), (2), (3), (7) or (8) of Rule 501 under the Securities Act that is
      acquiring such Capital Securities for investment purposes and not for any
      distribution in violation of the Securities Act. We acknowledge on our behalf
      and on behalf of any investor account for which we are purchasing Capital
      Securities that the Company and the Trust reserve the right prior to any offer,
      sale or other transfer pursuant to clause (c) or (e) to require the delivery
      of
      any opinion of counsel, certifications and/or other information satisfactory
      to
      Bay National Corporation (the “Company”) and the Trust. We understand that the
      certificates for any Capital Securities that me receive prior to the Resale
      Restriction Termination Date will bear a legend substantially to the effect
      of
      the foregoing.





C-1


2.  We
      are an
      accredited investor within the meaning of subparagraph {a) (1), (3), (7) or
      (8)
      of Fade 501 under the Securities Act purchasing for our own account or for
      the
      account of such an accredited investor, and we are acquiring the Capital
      Securities for investment purposes and not with view to, or for offer or sale
      in
      connection with, any distribution in violation of the Securities AM, and
      we
      have such knowledge and experience in financial and business matters as to
      be
      capable of evaluating the merits and risks of our investment in the Capital
      Securities, and we and any account for which we are acting are each able to
      bear
      the economic risks of our or its investment.





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





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





5.  We
      acknowledge that we either (A) are not a fiduciary of a pension, profit-sharing
      or other employee benefit plan or arrangement subject to the Employee Retirement
      Income Security Act of 1974, as amended, or to Section 4975 of the Internal
      Revenue Code of 1986, as amended (a “Plan”), or an entity whose assets include
“plan assets” by reason of any Plan’s investment in the entity and are not
      purchasing the Capital Securities on behalf of or with “plan assets” by reason
      of any POWs investment in the
      entity and are not purchasing the Capital Securities on behalf of or with “plan
      assets” of any Plan or (B) are eligible for the exemptive relief available under
      one or more of the following prohibited transaction class exemptions (“PTCEs”)
      issued by the U.S. Department of Labor: PTCE 96-23, 95-60, 91-38, 90-1 or
      84-14.





6.  We
      acknowledge that each Plan, by its purchase of the Capital Securities, will be
      deemed
      to have directed the Trust to invest in the junior subordinated debt securities
      of the Company, and to have consented to the appointment of the institutional
      trustee of the Trust.





C-2


7.  We
      acknowledge that the Company, the Trust and others will rely upon the truth
      and
      accuracy of the foregoing acknowledgments, representations, warranties and
      agreements and agree that if any of our acknowledgments, representations,
      warranties and agreements
      are no longer accurate, we shall promptly notify the! applicable Purchaser.
      If
      we are acquiring any Capital Securities as a fiduciary or agent for one or
      more
      investor accounts, we represent that we have sole discretion with respect to
      each such investor account and that we have full power to make the foregoing
      acknowledgments, representations and agreements on behalf of each such investor
      account.





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





(Name
                  of Purchaser)By:Date:


Upon
      transfer, the Capital Securities should be registered in the name of the new
      beneficial owner as follows:








Name:
      ____________________________________________





Address:
      __________________________________________





Taxpayer
      ID Number: _________________________________








C-3


**Exhibit
      D**





Form
      of
      Transferor Certificate to be Executed for QIBs











**EXHIBIT
      D**





FORM
      OF
      TRANSFEROR CERTIFICATE


TO
      BE
      EXECUTED FOR QIBs





Bay
      National Corporation


Bay
      National Capital Trust I


2328
      West
      Joppa Road, Suite 325


Baltimore,
      Maryland 21093





Re:
              Purchase
                  of $[SPECIFY] liquidation amount of MMCapSsm(the
                  “Capital Securities”) of Way National Capital Trust I (the
                  “Trust”).


Reference
      is hereby made to the Amended and Restated Declaration of Trust of Bay National
      Capital Trust I, dated as of December 12, 2005 (the “Declaration”), among Hugh
      W. Mohler, Mark A.
      Semanie and
      Warren F. Boutilier, as Administrators, Wilmington Trust Company, as Delaware
      Trustee, Wilmington Trust Company, as Institutional Trustee, Bay National
      Corporation, as Sponsor, and the holders from time to time of undivided
      beneficial interests in the assets of the Trust. Capitalized terms used but
      not
      defined herein shall have the meanings given them in the
      Declaration.





This
      letter relates to $[_________________] aggregate liquidation amount of Capital
      Securities which are held in the name of [name of transferor] (the
“Transferor”).





In
      accordance with Section 8.2(b) of the Declaration, the Transferor does hereby
      certify that such Capital Securities are being transferred in accordance with
      (i) the transfer restrictions set forth in the Capital Securities and (ii)
      Rule
      144A under the Securities Act (“Rule 144A”), to a transferee that the Transferor
      reasonably believes is purchasing the Capital Securities for its own account
      or
      an account with respect to which the transferee exercises sole investment
      discretion and the transferee and any such account is a “qualified institutional
      buyer” within the meaning of Rule 144A, in a transaction meeting the
      requirements of Rule 144A and in accordance with applicable securities laws
      of
      any state of the United States or any other jurisdiction.





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




(Name
                  of Transferor)By:Name:Title:Date:


D-1





**Exhibit
      E**





Form
      of
      Transferee Certificate to be Executed by Non-U.S. Persons











**EXHIBIT
      E**





FORM
      OF
      TRANSFEREE CERTIFICATE


TO
      BE
      EXECUTED BY NON-U.S. PERSONS





FORM
      OF
      TRANSFEROR CERTIFICATE


TO
      BE
      EXECUTED FOR QIBs





Bay
      National Corporation


Bay
      National Capital Trust I


2328
      West
      Joppa Road, Suite 325


Baltimore,
      Maryland 21093





Re:
              Purchase
                  of $[SPECIFY] liquidation amount of MMCapSsm(the
                  “Capital Securities”) of Way National Capital Trust I (the
                  “Trust”).


Reference
      is hereby made to the Amended and Restated Declaration of Trust of Bay National
      Capital Trust I, dated as of December 12, 2005 (the “Declaration”), among Hugh
      W. Mohler, Mark A.
      Semanie and
      Warren F. Boutilier, as Administrators, Wilmington Trust Company, as Delaware
      Trustee, Wilmington Trust Company, as Institutional Trustee, Bay National
      Corporation, as Sponsor, and the holders from time to time of undivided
      beneficial interests in the assets of the Trust. Capitalized terms used but
      not
      defined herein shall have the meanings given them in the
      Declaration.





This
      letter relates to $[_________________] aggregate liquidation amount of Capital
      Securities which are held in the name of [name of transferor].





In
      accordance with Section 8.2(b) of the Declaration, we do hereby certify that
      (i)
      we are not a “U.S. person” (as such term is defined in Rule 902 under the
      Securities Act), (ii) we are not acquiring the Capital Securities for the
      account or benefit of any U.S. person, and (iii) the offer and sale of Capital
      Securities to us constitutes an “offshore transaction” under Regulation S under
      the Securities Act.





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





________________________________________


(Name
      of
      Transferee)





By:_____________________________________


Name:
      _____________________________


Title:
      ______________________________





Date:
      ______________________________