EX-10.2 3 exhibit102.htm EXHIBIT 10.2
AMENDED AND RESTATED DECLARATION
OF TRUST
Central Bancorp Statutory Trust I
Dated as of December 27, 2005
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TABLE OF CONTENTS

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ARTICLE I INTERPRETATION AND DEFINITIONS
SECTION | 1.01. | Definitions | 1
ARTICLE II ORGANIZATION
SECTION | 2.01. | Name | 7
SECTION | 2.02. | Office | 7
SECTION | 2.03. | Purpose | 7
SECTION | 2.04. | Authority | 7
SECTION | 2.05. | Title to Property of the Trust | 7
SECTION | 2.06. | Powers and Duties of the Trustees and the Administrators | 7
SECTION | 2.07. | Prohibition of Actions by the Trust and the Trustees | 11
SECTION | 2.08. | Powers and Duties of the Institutional Trustee | 12
SECTION | 2.09. | Certain Duties and Responsibilities of the Trustees and the Administrators | 14
SECTION | 2.10. | Certain Rights of Institutional Trustee | 15
SECTION | 2.11. | Delaware Trustee | 17
SECTION | 2.12. | Execution of Documents | 17
SECTION | 2.13 | Not Responsible for Recitals or Issuance of Securities | 17
SECTION | 2.14 | Duration of Trust. | 17
SECTION | 2.15 | Mergers | 18
ARTICLE III SPONSOR
SECTION | 3.01. | Sponsor's Purchase of Common Securities | 19
SECTION | 3.02. | Responsibilities of the Sponsor | 19
ARTICLE IV TRUSTEES AND ADMINISTRATORS
SECTION | 4.01 | Number of Trustees | 20
SECTION | 4.02 | Delaware Trustee | 20
SECTION | 4.03 | Institutional Trustee; Eligibility | 20
SECTION | 4.04 | Certain Qualifications of the Delaware Trustee Generally | 21
SECTION | 4.05 | Administrators | 21
SECTION | 4.06 | Initial Delaware Trustee | 21

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SECTION | 4.07 | Appointment, Removal and Resignation of the Trustees and the Administrators | 21
SECTION | 4.08 | Vacancies Among Trustees | 22
SECTION | 4.09 | Effect of Vacancies | 23
SECTION | 4.10 | Meetings of the Trustees and the Administrators | 23
SECTION | 4.11 | Delegation of Power | 23
SECTION | 4.12 | Merger, Conversion, Consolidation or Succession to Business | 23
ARTICLEV DISTRIBUTIONS
SECTION | 5.01 | Distributions | 24
ARTICLE VI ISSUANCE OF SECURITIES
SECTION | 6.01 | General Provisions Regarding Securities | 24
SECTION | 6.02 | Paying Agent, Transfer Agent, Calculation Agent and Registrar | 25
SECTION | 6.03 | Form and Dating | 26
SECTION | 6.04 | Mutilated, Destroyed, Lost or Stolen Certificates | 26
SECTION | 6.05 | Temporary Securities | 26
SECTION | 6.06 | Cancellation | 26
SECTION | 6.07 | Rights of Holders; Waivers of Past Defaults | 27
ARTICLE VII DISSOLUTION AND TERMINATION OF TRUST
SECTION | 7.01 | Dissolution and Termination of Trust | 28
ARTICLE VIII TRANSFER OF INTERESTS
SECTION | 8.01 | General | 29
SECTION | 8.02 | Transfer Procedures and Restrictions | 30
SECTION | 8.03 | Deemed Security Holders | 33
ARTICLE IX LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS
SECTION | 9.01 | Liability | 33
SECTION | 9.02 | Exculpation | 33
SECTION | 9.03 | Fiduciary Duty | 34
SECTION | 9.04 | Indemnification | 34

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(continued)

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SECTION | 9.05 | Outside Businesses | 37
SECTION | 9.06 | Compensation; Fee | 37
ARTICLE X ACCOUNTING
SECTION | 10.01 | Fiscal Year | 38
SECTION | 10.02 | Certain Accounting Matters | 38
SECTION | 10.03 | Banking | 38
SECTION | 10.04 | Withholding | 39
ARTICLE XI AMENDMENTS AND MEETINGS
SECTION | 11.01 | Amendments | 39
SECTION | 11.02 | Meetings of the Holders of the Securities; Action by Written Consent | 41
ARTICLE XIl REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE
SECTION | 12.01 | Representations and Warranties of Institutional Trustee | 42
SECTion | 12.02 | Representations and Warranties of Delaware Trustee | 43
ARTICLE XIII MISCELLANEOUS
SECTION | 13.01 | Notices | 43
SECTION | 13.02 | Governing Law | 44
SECTION | 13.03 | Submission to Jurisdiction | 45
SECTION | 13.04 | Intention of the Parties | 45
SECTION | 13.05 | Headings | 45
SECTION | 13.06 | Successors and Assigns | 45
SECTION | 13.07 | Partial Enforceability | 45
SECTION | 13.08 | Counterparts | 45

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ANNEX AND EXHIBITS |
ANNEX 1 |  |  |
EXHIBIT | A-1 |  |
EXHIBIT | A-2 |  |

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AMENDED AND RESTATED DECLARATION OF TRUST OF
Central Bancorp Statutory Trust I
December 27, 2005
AMENDED AND RESTATED DE C LARA TI ON OF TRUST (thi s "D ec lar a tio n"), dat e d and effe cti ve a s of D e c e mber 2 7, 2005, b y th e Tru s t ees (as defin ed h e r e in), th e A dmini s tr a to rs (as d e fined h e rein), the S pon s or (as d e fined h e r e in) and the hold e r s fr om tim e t o time o f undivid e d ben e fi c ial int e r es t s in t he ass et s of th e Trust (as defin e d h e r ein) t o be i ss u e d pur s uant to thi s D ec larati o n.
WHERE AS, t h e D e law are Tru s tee and the Spo nsor es tabli s h e d C en tr al B anco rp Statutory Tru s t I (th e "Tru s t"), a sta tu to ry tru st u n d e r t h e S t atut o ry T ru s t A ct (as d efi n ed he r e in), pur s u a nt to a D ec l a r a tion o f T rust, dat e d as o f D ece mb e r 20, 2 00 5 (th e "Ori gina l D ec l a rati o n"), and a C ertifica te o f Tru s t filed w i th th e S ec r e tary of St a te of t he S t a t e of D e l aw ar e on D e cember 20, 2 005, fo r th e so le purp os e o f i ss uin g and se llin g ce rt ain sec uriti es r e pre se ntin g undivided b e n e fi c i a l int e r es t s in th e asse t s o f th e Tru s t and inv es tin g th e pro cee d s th e r e o f in the D e bentur es (as defin e d h e r e in) o f th e D e bentur e I ssu er (as d e fi ne d h e rein) in connect i o n w ith th e i ss uan ce o f th e C apit a l S ec uriti es (a s d e fin e d her e in);
WHE RE A S, as o f th e d ate h ere o f, n o int erests in th e a sse t s o f th e Tru s t h ave b e e n i ss u e d; and
WHE REAS, all of the Tru stees, the Admini s trato rs and th e S p o n sor, b y thi s D e c lara t i on, am e nd and r es t a t e e a ch and ev ery term and provi si on o f th e Ori g i na l D ec lar atio n.
NOW, THE RE FORE, it b e in g th e int e nt i on o f the parti es h ere to to cont i nue th e Tru s t as a s tatut o ry tru s t under the Statut o ry Tru s t Act and that thi s D ec l a rati o n co nstitut es th e gove rnin g in s trum e nt of s u c h s t at utory tru s t, and th a t a ll asse t s c o ntributed t o th e Tru s t will b e h e ld i n tru s t fo r th e b e n e fit of th e h o ld e r s, fr o m t i m e to tim e, of th e sec uriti es r e p rese n ting undi v id e d benefi c ial inter es t s in the a ss e ts o f the Tru s t i ss ued h e r e under, s ub jec t to th e pr ov i s i o ns of thi s D ec l a ration, and, in c o n s i d er a tion of th e mutual cove n an t s co nta in e d h e r ei n and oth e r g o o d an d valu a ble con s ider a ti o n, the r e c e ipt of which i s h e reby a c kn o wled ge d, th e p art i es, intendin g t o b e le g ally bound her e by, am e nd and r es tat e in it s entir e ty th e Origin a l D e claration and a gr ee as follow s:
(9) Central Bancorp, Inc.
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ARTICLE I
INTERPRETATION AND DEFINITIONS
S E CTIO N 1.1. D e finitions. Unl ess th e conte x t oth e rwi se require s:
(a) capitali ze d term s u s ed in thi s Declaration but not d e fined in th e pr e amble abo v e or el s ewhere h e r e in have the r es p e ctiv e meaning s as s ign e d to th e m in thi s S ec tion 1.1 o r, if not defined in this S e ction 1.1 o r el s ewh e re he r e i n, in the Ind e nture;
(b) a term d efined anywhere m this Dec l aration has the same meaning throughout;
(c) all references to "the Dec l aration" or "this Declaration" are to this
Declara t ion as modified, supplemen t ed or amended from t ime to time;
(d) all references in this Declarat i on to Articles and Sections and Annexes and Exhibits are to Artic l es and Sections of an d Annexes and Exhibits to this Declaration unless otherwise specifie d;
(e) a term defined in the Trust Indenture Act (as defined he r ein) has the same meaning when used in t h is Declaration un l e ss otherwise defined in this Dec l arat i on or unless the context otherwise re qu ires; and
(f) a reference to the singu l ar includes the p l ural and vice versa.
"Additio n al Interest" has the meaning set forth in Section 3.06 of the Indenture.
"Administrative Ac t ion" has the meaning set forth in paragraph 4(a) of Annex I.
"Administrators" means each of Keith Ward and James D. Yoo, sole l y i n such Person's capacity as Administrator of the Trust continued hereunder and not i n such Person's individual capacity, or s u c h Administrator's successo r in i nterest in s u c h capacity, or any successo r appointed as herein provided.
"Affiliate" has the same meaning as given to t h at term in Ru l e 405 of the Securities Act or any successor rul e thereunder.
"Authorized Officer" of a Person means any Person t h at is authori z ed to b i nd such Person.
"Bankruptcy Event" means, w i th resp e ct t o any Person:
(a) a court having j u risdict i on in t h e premises enters a decree or order for re li ef in respect of such Person in an i nvoluntary case under any applica bl e bankruptcy, i nso l vency o r ot h er s i milar l aw now or he r eafte r in effect, or appoi n ts a receiver, liquidator, ass i gnee, custodian, trustee, se q uestrator or similar officia l of such Pe r son or for any su b stantia l part of it s property, or orders the wind i ng-up or li q ui d ation of i ts affairs, and such decree, appointment or o r de r r emains unstayed and in effect fo r a pe ri od of 90 consecutive days; o r
(b) s u ch Perso n commences a vo l untary case unde r any applicab l e bankruptcy, inso l vency or o th e r s i milar law now o r hereafte r in effect, consents to the entry of an o rde r for relief i n a n involuntary case under any such l aw, or consen t s to the ap p ointment of o r taking possession by a r eceiver, liqui d a t or, assignee, trustee, c u sto d ian, sequestrator o r other s i mi l ar offic i a l of suc h P erson of any

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substant i al part of it s property, or makes any genera l assignme n t for the b enefit of creditors, o r fails genera ll y to p ay its debts as they become d ue.
"Business Day" means any day other than Saturday, Sunday or any other day on which banking institutions in Wilmington, Delaware or New York City or the city of the Corporate Trust Office are permitted or required by any applicable law or executive ord e r to close.
"Calculation Agent" has the meaning set forth in Section 1.01 of the Indenture. "Capital Securities" has the meaning set forth in Section 6. l(a).
"Capital Securities Purchas e Agreement" means the Capital Securities Purchase Agreement dated as of December 20, 2005 among the Trust, the Sponsor and Merril1 Lynch International.
"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" means the date of execution and delivery of this Declaration.
"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 the corporate trust business of the Institutional Trustee shall, at any particular time, be principally administered, which office shall at all times be located in the United States and at the date of execution of this Declaration is located at 600 Travis Street, so" Floor, Houston, TX 77002, Attn: Worldwide Securities Services - Central Bancorp Statutory Trust I.
"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 (i) the Trust or (ii) the Trust's Affiliates; and (b) any Holder of Securities.
"Debenture Issuer" means Central Bancorp, Inc., a bank holding company incorporated in Texas, in its capacity as issuer of the Debentures under the Indenture.

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"Debenture Trustee" means JPMorgan Chase Bank, National Association, not in its individual capacity but so l ely as trustee under the Indenture until a successor is appointed thereunder, and thereafter means such successor trustee.
"Debentures" means the Junior Subordinated Debt Securities due March 15, 2036 to be issued by the Debenture Issuer under the Indenture.
"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 applicable during such Ex t ension Period, 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.
"Direct Action" has the meaning set forth in Section 2.8(e).
"Distribution" means a distribution payab l e to Holders of Securities in accordance with Section 5 .1.
"Distribution Payment Date" has the meaning set forth in paragraph 2(e) of Annex I. "Distribution Payment Period" means the period from and i ncluding a Distribution Payment Date, or in the case of the first Distribution Payment Period, the origina l date of issuance of the Securities, to, but excluding, the next succeeding Distribution Payment Date or, in the case of the last Distribution Payment Period, the Redemption Date, Special Redemption Date or Maturity Date (each as defined in the Indenture), as the case may be, for the related Debentures.
"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(e) of Annex I.
"Fiduciary Indemnified Person" shall mean each of the Institutional Trustee (including in its individual capacity), the Delaware Trustee (inc l uding in its individua l capacity), any Affiliate of the Institutional Trustee or the De l aware Trustee, and any officers, directors, shareholders, members, partners, employees, representatives, custodians, nominees or agents of the Institutional Trustee or the Delaware Trustee.
"Fisca l Year" has the meaning set forth in Section 10.1.
"Fixed Rate" has the meaning set forth in paragraph 2(a) of Annex I.
"Guarantee" means the Guarantee Agreement, dated as of the Closing Date, of the Sponsor (the "Guarantor") in respect of the Capital Securities.

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"Ho l der" means a Person in whose name a Certificate representing a Security is registered on the register maintained by or on behalf of the Registrar, s u ch Person being a beneficia l 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 C l osing Date, between the Debenture Issuer and the Debenture Trustee, and any indenture supplemental thereto pursuant to which the Debentures are to be issued.
"Indenture Even t of Default" means an "Event of Default" as defined in the Indenture. "Institutional Trustee" means the Trustee meeting the e l igibility requirements set forth in Section 4.3.
"Investment Company" means an investmen t 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).
"LIBOR" means the London Interbank Offered Rate for U.S. Dollar deposits in Europe as determined by the Calculation Agent according to paragraph 2(b) of Annex I.
"LIBOR Banking Day" has the meaning set forth in paragraph 2(b )(1) of Annex I.
"LIBOR Business Day" has the meaning set forth in paragraph 2(b)(1) of Annex I.
"LIBOR Determination Date" has the meaning set forth in paragraph 2(b)(l) of Annex I.
"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 Ho l ders of outstanding Securities voting together as a s i ng l e class or, as the context may require, Holders of outstanding Capital Securities or Holders of outstanding Common Securities voting separate l y as a class, who are the record owners of more than 50% of the aggregate liquidation amount (including the stated amount that would be paid on redemption, l iquidation or otherwise, plus accrued and unpaid Distributions to the date upon which the voting percentages are determined) of all outstanding Securities of the relevant class.
"Notice" has the meaning set forth in Section 2.11 of the Indenture.
"Officers' Certificate" means, with respect to any Person, a certificate signed by two Authorized Officers of such Person. Any Officers' Certificate de l ivered with respect to comp l iance with a condition or covenant provided for in this Declaration shall inc l ude:
(a) a statement that each officer signing the Officers' Certificate has read the covenant or condition and the definitions relating there t o;

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(b) a brief statement of the nature and scope of the examination or investigation undertaken by each officer in rendering the Officers' Certificate;
(c) a statement that each such officer has made such examination or investigation as, in such officer's opinion, is necessary to enable such officer 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 such officer, such condition or covenant has been complied with.
"Paying Agent" has the meaning set forth in Section 6.2.
"Payment Amount" h as 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 l iability company, trust, unincorporated association, or government or any agency or political s u bdivision thereof, or any other entity of whatever nature.
"Placement Agreement" means the Placement Agreement relating to the offering and sale of Capital Securities.
"PORTAL" has the meaning set forth in Section 2.6(a)(i)(E).
"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.
"QIB" means a "qualified institutional buyer" as defined under Rule 144A.
"Quorum" means a majority of the Administrators or, if ther e are only two Administrators, both of them.
"Redemption/Di s tribution Notice" has the meaning set forth in paragraph 4(e) of Annex I.
"Redemption Price" has the meaning s e t forth in paragraph 4(a) of Annex I.
"Registrar" has the meaning set forth in Section 6.2.
"Relevant Trustee" has the meaning set forth in Section 4.7(a).
"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, an y assistant secretary, the treasurer, any assistant treasurer, any tru s t 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(c).
"Rule 144A" means Rule 144A under the Securities Act.

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"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, as applicable.
"Securities Act" means the Securities Act of 1933, as amended from time to time, or any successor legislation.
"Sponsor" means Central Bancorp, Inc., a bank holding company that is a U.S. Person incorporated in Texas, or any successor entity in a merger, consolidation or amalgamation that is a U.S. Person, 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 s e q., as it may be amended from time to time, or any successor legislation.
"Successor Delaware Trustee" bas the meaning set forth in Section 4.7(e).
"Succes s or Entity" has the meaning set forth in Section 2.15(b).
"Successor Institutional Trustee" has the meaning set forth in Section 4.7(b). "Successor Securities" has the meaning s et forth in Section 2.15(b).
"Super Majority" has t he meaning set forth in paragraph 5(b) of Annex I. "Tax Event" has the meaning set forth in paragraph 4(a) of Annex I.
"1 0% in l iq ui da t ion amount of the Securities" means Ho l ders of outstanding Securit i es voti n g together as a s i ng l e class or, as the context may r e q uire, Ho l ders of o u tstanding Capita l Securities or Holders of outstanding Common Securi ti es voting se p arate l y as a class, who are the record owners of I 0% or more of the aggregate liq u idation amount (incl u ding the stated amount that wou l d be paid on redempt i on, liqu i dat i on or ot h erwise, p lus accrued and unpaid Distributions to t h e date upon which the vo t ing p erce n tages are determined) of a ll outstanding Securities of the re l evant class.
"T r ansfer Agen t" h as t h e meaning set forth in Sect i on 6.2.
"Trust Indenture Act" means t h e Trust Inden tur e Act of 1 939, as amended from time-to t ime, or any successor l egis l ation.
"Trustee" or "Trustees" means eac h Person who has signed this Dec l aration as a trustee, so l ong as such Person sha ll con t in u e in office in accordance with the terms h ereof, and all other Pe r sons who may from time to t i me b e duly appointed, q u alified and serv i ng as T ru stees i n accordance with the provisions h ereof, an d refe r en c es here i n to a Trustee or the Trus t ees sha ll r efe r to suc h Person o r P ersons sole l y in their capacity as tru stees h e r e und er.
"Trust Pro p erty" means (a) t he D e b entures, (b) any cash on d e p os i t in, or owing to, the Pro p e rt y Account and (c) all proceeds and rights in respect of the foregoing an d any other property an d asse t s for t h e ti m e being h e l d or deemed to be he ld b y t h e Insti tu tiona l Trustee pursuant to the trusts of t his Declar a tion.
"U.S. Person" means a United States Person as d efine d in Sec ti on 770 1(a)(30) o f t he Code.
"Variab l e Rate" h as the meaning se t forth in paragraph 2(a) of Annex I.

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ARTICLE II
ORGANIZATION
SECTION 2.1. Name.
The T rust i s continued here b y and sha ll b e known as "Central Banco rp Statutory Trust I," as s u ch name may be modified from t i me to t ime by the Administrators fo ll owi n g written notice to the Institutiona l Trustee an d the Ho ld ers of t h e Securit i es. The Trust's activities may be conducted unde r t h e name of the Trust o r any other name deemed adv i sab l e b y the Administrato r s.
SECTION 2.2. Office. The address of the principa l office of the Trust, w h ic h shall be in a state of the United States or the District of Co l umbia, is 4555 W. Walnut Street, Garland, Texas 750 4 2. On ten B u siness Days' written notice to the Institutiona l Trustee and the Hol d ers of the Securities, the Administrators may designate another principal office, which shall be in a state of the United States or the District of Co l umbia.
SECTION 2.3. Purpose. The exc l usive purposes and functions of the Trust are (a) to issue and sell the Securi t ies representing undivided beneficia l interests in the assets of the Trust, (b) to invest the gross proceeds from such sale to acquire the Debentures, (c) to facilitate direct investment in the assets of the Trust through issuance of the Common Securities and the Capital Securities and (d) except as otherwise limited herein, to engage in only those other activities incidenta l thereto that are deemed necessary or advisable by the Institutional Trustee, including, without limitation, those activities specified in this Dec l aration. 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 wou l d cause the Trust not to be c l assified for United States federal income tax purposes as a grantor trust.
SECTION 2.4. Authority. Except as specifica ll y provided in this Declaration, the Institutional Trustee shall have exc l usive and complete authority to carry out the purposes of the Trust. An action taken by a Trustee on beha l f of the Trust and in accordance with such Trustee's powers sha ll constitute the act of and serve to bind the Trust. In dealing with the Trustees acting on behalf of the Trust, no Person sha ll be required to inquire into the authority of the Trustees to bind the Trust. Persons dealing with the Trust are entitled to rely conclusive l y 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 Institutiona l Trustee shall have the right, but sha ll not be obligated except as provided in Section 2.6, to perform those dut i es ass i gned 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 Dec l aration, l egal title to all assets of the Trust shall be vested in the Trust. The Ho l ders sha ll not have legal tit l e 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 l imitations set forth in paragraph (b) of this Section, and i n accordance with the fo ll owing 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

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the Trustees or the Administrators, as the case may be, under this Declaration, and to perform all acts in furtherance thereof, including without limitation, t he 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 acquire the Debentures with the proceeds of the sa l e of the Securities; provided, however, that the Administrators shal l cause lega l title to the Debentures to be held of record in the name of the Institutiona l Trustee for the benefit of the Holders;
(C) 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 desirab l e in connection with the purposes and function of the Trust, including agreements with the Paying Agent, a Debenture subscription agreement between the Trust and the Sponsor and a Common Securities subscription agreement between the Trust and the Sponsor;
(D) ensuring compliance with the Securities Act and applicab l e state securities or blue sky laws;
(E) if and at such time determined sole l y by the Sponsor at the request of the Ho l ders, assisting in the designation of the Capital Securities for trading in the Private Offering, Resales and Trading through the Automatic Linkages ("PORT AL") system if available;
(F) the sending of notices (other than notices of default) and other information regarding the Securities and the Debentures to the Holders in accordance with t his 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;
(G) the appointment of a Paying Agent, Transfer Agent and Registrar in accordance with this Declaration;
(H) execution and delivery of the Securities in accordance with this Declaration;
(I) execution and delivery of closing certificates pursuant to the P l acement Agreement and the app l ication for a taxpayer identification number;
(J) unless otherwise determined by the Holders of a Majority in liquidation amount of the Securit i es or as otherwise required by the Statutory Trust Act, to execute on beha l f of the Trust (either acting a l one or together with any or all of the Administrators) any documents that the Administrators have the power t o execute pursuant to this Declaration;
(K) the taking of any action incidental to the foregoing as the Sponsor or an Administrator may from time to time determine is necessary or advisable 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 particu l ar Holder);

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(L) 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;
(M) 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;
(N) to negotiate the terms of, and the execution and delivery of, the Placement Agreement and the Capital Securities Purchase Agreement re l ated thereto, providing for the sale of the Capital Securities;
(O) 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;
(P) to incur expenses that are necessary or incidental to carry out any of the purposes of the Trust;
(Q) to give the certificate required by§ 314(a)(4) of the Trust Indenture Act to the Institutional Trustee, which certificate may be executed by an Administrator; and
(R) 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 l iability 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 privi l eges of a holder of t he Debentures;

AU\4171309.5 358764-2 | -9- |

(F) the sending of notices of default and other information regarding the Securities and the Debentures to the Holders in accordance with this D eclaration;
(G) the distribution of the Trust Property in accordance with the terms of this Dec l aration;
(H) to th e extent provided in this D ec l aration, the winding up of the affa ir s of and l iq u idation of the Trust;
(I) after any Event of D efault (of which the Institutional Trustee h as know l edge (as provi d ed in Section 2.lO(m) hereof)) (p rovided, t hat such Event of Default is not by or with res p ect to the Institutional Trustee), t he taking of any action incidental to the foregoing as the Institutiona l Trustee may from time to time d etermine is necessary or a d visab l e to g i ve effec t to the terms of t hi s Declaration an d p r o tect and conserve the Trust P ro p erty for the benefit of the H olders (without consideration of the effect of any suc h action on any particular Ho l der);
(J) to take all action that may be necessary or app r opriate fo r t he preservat i on and the conti n uation of the Trust's val i d existence, rights, franc hi ses and privi l eges as a statutory trust un d er the laws of the State of D elaware t o protec t t he l imi t ed l ia b ility of the Holders of the Capita l Securi t ies o r t o enable the Trus t to effect the purp o ses for whic h the Trust was create d; and
(K) to un d ertake any actions set forth in § 3 1 7(a) of the Trust Indenture Act.
(b) 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 Sectio n 2.6(a)(i)(E) and (F) herein but shall not have a duty to do any such act unless s p ecifically r equested to do so in writing b y the Sponsor, and sha ll then be fully protected in acting pursuant to s u ch written re q uest; and in the event of a co nfli ct between the acti o n of the Administrators and the action of t he Institu t iona l Trustee, the action of the Institutiona l Trustee sha ll p revail.
(c) So l ong as this Dec l arat i on remains in effect, the Trust (or the Trustees or Administrato r s acting on b ehalf of the Trust) sha ll not undertake any business, activities or transaction except as expressly provided h e rein or contemp l ated he r eby. In particular, neither the T ru stees no r the Administrators may cause the Trust to (i) acquire any investments or engage in an y activit i es not autho ri zed by this Dec l aration, (ii) se ll, 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 know l edge 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 In s titutional Trustee shall, at the sole cost and expense of the Trust, defend all c l aims and demands of all Persons at any time c l aiming any lien on any of the Trust Property adverse to the interest of the Trust or the Holders in their capacity as Holders.
(d) 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 i n furtherance of the following prior to the date of this Declaration are hereby ratified and confirmed in a ll respects):

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(i) the taking of any action necessary to obtain an exemption from the Securities Act;
(ii) the determination of the States in which to take appropriate action to qualify or register for sale all or part of the Capita l Sec u rities 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 beha l f of t h e Trust, and the pre p aration for execution and fi l ing of any documents to be executed and filed by the Trust or on behalf of the Trust, as the Sponsor deems necessary or advisab l e in order t o comply wit h the applicable laws of any such States 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.
(e) Notwithstanding anything herein t o 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 con du ct the affairs of the Trust and to operate the Trus t so that (i) the Trust will not be deemed to be an Investment Company (in the case of the Institutional Trustee, to the actua l knowledge of a Responsib l e 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 Responsib l e Officer) and (iii) the Trust will not take any action inconsis t ent 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 Adm i nistrators and the Holders of a Majority in l iquidation 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 i n their discretion to be necessary or desirable for such purpo ses, even if such act i on adversely aff e cts the interests of the Holders of the Capital Securities.
(f) All e xpense s in c urr e d b y the Administrato rs or the Truste e s pur s uan t to thi s Se c ti o n 2.6 s hall be reimbur se d by th e Spon s or, and th e Tru s t e e s s hall ha v e no obligation s with r es p e ct t o s uch e x p e n se s.
(g) The ass et s of th e Tru s t sh a ll consi s t of th e Tru s t Property.
(h) L eg al title to all Tru s t Property shall b e ve s ted at all times in th e In s titutional Truste e (in its capacity as s u c h) and shall b e held and admini s ter e d by the In s t i tutional Tru s tee for the b e nefit of the Tru s t in accordance with thi s Declarati o n.
(i) If the Institutional Trustee or any Holder has institut e d any pro c eeding to enforce any right or remedy und e r th is Declaration and su c h proc e eding h as be e n di s continued or abandon e d for any re as on, or has been determined ad v er se l y to th e In s titutional Trustee or to s uch H o lder, th e n and in every su c h case the Spon s or, th e Institution a l Trustee and the Holde rs shall, s ubject t o any d e termination in s uch proce e din g, be re s tored se v e rally and re s pecti v e l y to th e ir former po s itio ns her e under, and thereafter all rights and remedies of th e In s titutional Tru s tee and the Holder s sh a ll continu e as though no such proc e eding had been in s tituted.
SECTION 2.7. Prohibition of Actions by th e Tru s t and th e Trust e es. The Trust shall not, and the In s titutional Trust e e and the Administrator s shall not, and the Admini s trators shall c a use the Tru s t not to, en g age i n any acti v ity oth e r than as required or authori z ed by thi s D e c l aration. In particu l ar, the Trust sha ll not, and the Institutiona l Trustee and the Admini s trators s hall not c au s e th e Tru s t to:

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(a) in v est any proce e d s received by the Trus t from holding the Debentures, but shal l di s tribute all such proce e ds to Hold e rs of the Securities pursuant to the terms of this Declaration and of th e S e curities;
(b) acquire any asset s other than as e x pre s s l y pro v ided herein;
(c) po s ses s Trust Prop e rty for oth e r than a Trust purpo s e;
(d)) mak e an y loan s or incur any indebtedne s s oth er than loan s r e pre se nted by the Debenture s;
(e) po s sess any power or oth e rwis e act in such a way as to vary the Trust Prop e rty or the t e rm s of the Securitie s;
(f) i ss u e an y securiti e s or other evidences of beneficia l o w ner s hip of, or ben e fi c ial int e re s t i n, the Tru s t other than the Securitie s; or
(g) oth e r than as pro v ided in thi s Declarati o n (includin g Annex 1), (i) dir ec t th e tim e, m e thod an d pl ace o f ex erci s ing any trust or po w er conferred upon the Deb e ntur e Tru s tee with r es p ec t to the Deb e ntures, (ii) w a iv e any p as t d efa ult th a t is wai va bl e under the Ind e nture, (i i i) ex erc is e any ri gh t to re s cind or annul any declarat i on th a t th e principal of all t he Deb e ntur es s hall be due and p a yabl e, o r (i v) c o n s ent t o a ny amendment, m o dific a tion or t e rmin a tion of the Indentur e or the D e b e ntur es wh e r e s u c h c on se nt s hall be required unle ss th e Tru s t s h a ll ha ve r ecei v e d a written opinion of coun s el e x peri e n c ed in s uch m a tt e rs to th e e ffec t 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 tit l e 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 4.7. 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 sha ll:
(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;

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(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 certain circumstances pursuant to the terms of the Securities.
(d) The Institutional Trustee shall take all actions and perform such duties as may be specifically required of the Institutiona l 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 princ i pa l of the Debentures on the date such interest, premium, i f any, or p rincipa l is otherwise payable (o r in the case of redemption, on the redemption d ate), then a Holde r of the Capital Securit i es may direct l y institute a proceeding for enforcement of payment to such Holder of the principa l of or premium, i f any, or interest on the Debentures having a principa l amount equal to the aggregate l i quidation amount of the Capital Securities of such Holder (a "D irect Action") on o r afte r the respective d ue date specified in t h e Debentures. In connection with such Direct Action, the righ t s of the Ho l ders of the Common Securities will be sub r ogated to the rights of suc h Ho l der of the Capita l Securities to the extent of any payment made by the Debenture I ssuer to such Ho l de r of the Capita l Securities in s u ch Direct Action; provided, however, that a Ho l der of the Common Securities may exercise such right of subrog a tion on l y if no Event of Default with respect to the Capital Securities has occurred and i s continuing.
(f) T h e Institu t ional Trustee sha ll continue to serve as a Trustee until either:
(i) th e Trust has been completely l iq u idated and the proceeds of the l i q uidation distributed to the Holders of the Securities pursuant to the terms of the Securities and this Dec l aratio n (inc l uding Annex I) and the certificate of cance ll ation referenced in Section 7. l (b) has been filed; or
(ii) a Successor Inst i tutional Trustee has been appointed and has accepted that appointment in accordance with Section 4.7.
(g) The Institutional Trustee s hall 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 Defau l t occurs and is conti n uing, the Institutional Trustee may, for the benefit of Holders of t he Securities, enforce its rights as holder of the Debe n tures subject to the rights of the Ho l ders p ur suant to this Dec l aration (inc l uding Annex I) and the terms of t he Sec u rities.
(h) The Institutiona l Trustee must exercise the p owers set forth in t h is Section 2.8 i n a manner that is cons i stent w i th the purposes and functions of the Trust se t out in Section 2.3, an d the Inst i tutional Trus t ee s h all not take any action that is inconsistent with the p urposes and functions of the Trust set o u t in Section 2.3.

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SEC T ION 2.9. Certai n Dut i es and Responsibilities of the Trustees and the
Administrators.
(a) The In s t itutiona l Trustee, befo r e the occ u rrence of any Event of Default (of w hi ch the Inst i tut i ona l Trustee h as know l edge (as p r ovided in Section 2. lO(m) hereof)) and afte r th e curi n g of a ll Events of D efault that may h ave occurred, shall undertake to perform only s u c h du ties as a r e specifica ll y set forth in this Dec l aration and no i mp l ied covenan t s shall be r ead i nto this Declaration against th e Institutiona l Trustee. In case an Eve n t of Defa ul t (of which the Institutiona l Trustee has know l edge (as provided i n Section 2. lO(m) h ereof)), has occurred (that has not b een c ur ed or waive d pursuant to S ection 6.8), the Institutiona l Trustee sha ll exercise suc h of the rights an d powers ves t ed in it by this D eclaration, and use the same degree of care an d sk ill in their exercise, as a p ru d ent person woul d exercise or use unde r the ci r cumstances 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 l iable 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 a Responsible Officer of the Institutional Trustee, unless it shall be proved that the Institutional Trustee was negligent in ascertaining the pertinent facts;

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(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 not less than a Majority in l iquidation 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 exerci s ing any tru s t or power conferred upon the Institutional Trustee under this Declaration;
(iii) the Institutional Trustee's so l e duty with respect to the custod y, safe keeping and physical preservation of the Debentures and the Property Account shall be to deal with such property in a s imilar manner as th e 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 Tru s t Indenture Act;
(iv) the Institutional Trustee shall not be liable for any in t erest on an y money received b y 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 Administra t ors or t he Sponsor with th e ir respective du t ies 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 pro v isions 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, certificat e 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 ha v e been signed, sent or presented b y 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 Dec l aration, then, except as to any matter as t o 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 reque s ting 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 advi s able and in the best interests of the Holders, in which e vent the Institutiona l Trustee shall ha v e no liabi l ity except for its own negligence or willful misconduct;
(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 pro v ed or established before undertaking, suffering

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or omitting any action hereunder, the Institutional Trustee (unless other evidence is herein specifically prescribed) may, in the ab s ence 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 ha v e 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 pro t ection 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 a t an y 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 indemnit y 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 2.1 O(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.lO(m) hereof)) that has not been cured or waived, of its obligation to exercise the rights and powers vested in it by thi s Declaration;
(h) the Institutional Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, in s trument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other evidence of indebtedness or other paper or document, unless reque s ted in writing to do so by one or more Holders, but the Institutional Trustee may make such further inquiry or investiga t ion into such facts or matters as it may see fit;
(i) the Institut i onal Trustee may execute any of the trusts or powers hereunder or perform an y duties hereunder either directly or b y or through its agents or attorney s and the Institutional Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any s uch 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 recei v e 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 Dec l aration;
(1) when the Institutiona l 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

AU\4171309.5 358764-2 | -16- |

for such services are intended to constitute expenses of administration under any bankruptcy law or law re l ating to creditors rights genera ll y;
(m) the Institutional Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Institutiona l Trustee has actual knowledge of such event or the Institutional Trustee receives written notice of such event from any Holder, except with respect to an Event of Default pursuant to Sections 5.0l(a), 5.0l(b) or 5.0l(c) of the Indenture (other than an Event of Default resulting from the default in the payment of Additional Interest or premium, if any, if the Institutiona l Trustee does not have actual know l edge or written notice that such payment is due and payab l e), of which the Institutiona l Trustee shall be deemed to have knowledge;
(n) any action taken b y the Institutional Trustee or its agents hereunder shal l bind the Trust and the Holders of the Securities, and the signature of the Institutional Trus t ee or its agents alone sha ll 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 t aking 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 applicab l e law, to perform any such act or acts, or to exercise any such right, power, duty or obligation. No permissive power or authority availab l e 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, nor sha lJ the Delaware Trustee have any of the duties and responsibilit i es of any of the Trustees or the Administrators described 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 so l e and limited purpose of fulfilling the requirements of§ 3807 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 authori z ed 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 Sec t ion 2.6.
SECTION 2.13. Not Responsible for Recitals or Issuance of Securities.
The recitals contained in this Declaration and the Securities (except in the certificate of authentication of the Institutional Trustee) sha ll 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 va l ue or condition of the property of the Trust 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 disso l ved pursuant to the provisions of Article VII hereof, shall have existence for thirty-five (35) years from the Closing Date.

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SECTION 2.15. Mergers.
(a) The Trust may not consolidate, ama l gamate, merge with or into, or b e 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 the 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 l ease its properties and assets as an entirety or substantia ll y 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 Securit i es; or
(B) substitutes for the Securities other secunnes having substantially the same terms as the Securities (the "Successor Securities") so that the Successor Securities rank the same as the Securities rank with resp ec t t o Di s tribu tions and p aym en ts upon L iquid atio n, red em pt io n an d o th e rw ise;
(i i) t h e Sp onsor ex p ress l y a pp o ints, as th e holde r of th e Capita l Sec uri ti e s, a trustee of the Su c c essor E n tity th a t possesses the same p owers an d duties as th e In stitutiona l T rus t ee;
(i i i) t h e Capital S ecurities or any S u ccessor Securities (exc lu ding any sec u rities s u bstitu t e d for t he Common Securities) are listed or q uoted, or any S u ccessor Securities will be li sted or quote d upon not i fication of issuance, o n any nationa l securities exc h ange or with another organi z ation on which t h e Cap i ta l S ecurities are then lis t ed or quoted, if any;
(i v) suc h merge r, co n solida t ion, ama l gamation, rep l acement, conveyance, transfer o r l ease does not cause the Capit a l S e curit i e s (including any S u ccessor Securi t ies) to be downgra d ed by any nationally recogni z ed stati s t i ca l ra t ing o r ganization, if the Cap i ta l Securi t ies are then rated;
(v) suc h merge r, consolidation, ama l gamat i o n, replacement, conveyanc e, transfe r o r l ease d oes no t adverse l y affect th e ri ghts, p refe r ences and pri vileges of th e H o ld e r s of the Securities (inclu d ing any Successor Securities) in any materi al r espec t (o th er th an with r es p ect to any dil u tion of s u c h Ho ld ers' inte r ests in th e Su ccesso r Entity as a resu l t of s u c h merger, co n solidation, ama l g am a t io n or r e pl ac em e n t);
(vi) such Su ccessor En t ity has a purp ose su b stant i a ll y i dentica l to tha t of the Trust;
(vii) pri or to suc h merge r, consolidat i on, ama l gam a tion, rep l acement, conveyance, t ran sfer or lease, the Trust h as received a written o p inion of a nat i o n a ll y r ecogniz e d inde p endent counse l to th e Trus t exp e rienced in such matte r s to the effect that:
(A) such merge r, consolidation, ama l gamation, re p lacement, conveyance, transfer or l ease do e s not adversely affect the rights, p r eferences and privileges of the Ho ld e r s of

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the Securities (inc l uding any S u ccessor Securities) in any m aterial re s p ect (o th e r than with r espect to any di l ution of t h e Holders' i nte r ests in th e Successo r Entity);
(B) fo ll owi n g suc h me r ger, conso l idat i o n, ama l gamation, re pl aceme n t, conveyance, transfer or le ase, n eit h er the Trust no r the S u ccessor En t i t y wi ll b e r eq u ired to r egis t e r as an Investmen t Compan y; an d
(C) fo llo wing s u c h m e r ge r, consolidatio n, ama l gamat i on, rep lac eme nt, c on veyance, tr ansfer or le ase, t he Tru st (o r t he Su ccessor En ti ty) will c on tin ue t o b e classifie d as a granto r trust for Unite d S ta t es fe d era l i n come t ax p urposes;(viii) the Sponsor guarantees t he obligations of such Successor Entity unde r t h e Successor S ecuri t ies to the same exte nt p rovide d b y the G u arantee, the De b entures and t h is Dec l arat i on; and
(ix) p rior to s u ch merger, consoli d ation, amalgama t ion, rep l acement, conveyance, transfer o r lease, the Institutional Trustee s h all have received an Officers' Cert i ficate of the Administrators and an opinion of counsel, eac h t o t h e effect t h at a ll cond i tions p recedent of this paragraph (b) to such transaction have b een satisfied.
(c) Notwithstanding Section 2.15(b), the Trust sha ll not, except w i th the consent of Ho l de r s of 100% in l i q uidation amount of the Securities, conso l idate, amalgamate, merge with or into, o r be rep l aced b y, or convey, transfer or l ease its properties and assets as an entirety or s u bstantially as an e n tirety to, any other Person o r permit any other Person to consolidate, amalgamate, merge with or into, or rep l ace it if suc h conso l idation, amalgamation, merger, replacement, conveyance, transfer or lease wo ul d cause the Trust or S u ccessor Entity to be c l ass i fie d as other t h an a granto r trust for Unite d States federa l income tax purposes.
ARTICLE III
SPONSOR
SECTION 3.1. Sponsor's Purchase of Common Securities. On the C l osing Date, the Sponsor w ill purchase a ll of the Commo n Securities issued b y the Trust, in an amount at l east equal to 3% of the capital of the Trust, at the same time as the Capital Securities are so l d.
SECTION 3.2. Responsibi l it i es of the S p onsor. In connect i on with the i ssue and sa l e of the Capital Securities, the Sponsor s h a ll h ave the exclusive right and respo n sibility and so l e decision to engage in, o r d i r ect th e Adm i nistrators to engage i n, t h e following activ i ties:
(a) t o de t ermi n e the States in whic h to take a p propriate action t o qualify or register for sa l e of a ll or part of the Capita l Securities and to do any and al l suc h acts, othe r than actions wh i ch m u st be taken by the Trust, and adv i se the Trus t of actions it must take, and prepare for execution an d fil i n g any documents to be executed and fi l ed by the Trust, as th e S ponsor d eems necessary or adv i sable i n orde r to comp l y wi t h the applicab l e laws of any such States;
(b) to p repare fo r fi li ng and request t h e Administrators to ca u se the filing by t h e Trust, as may b e appro pri a t e, of an appl i cation to the PORTAL system, for listing o r quotatio n upon notice of i ssuance of any Capital Sec uri ties, as reques t ed by the Ho l ders of not l ess t han a Majority in l iqui d ation amount of t h e Capital Securities; an d
(c) to negotiate t he terms of and/or exec u te and de li ve r on beha l f of the Trust, th e Pl acement Agreement, the Capita l Securities Purc h ase Agreemen t and other related agreements prov i ding for the sa l e of the Capita l Securities

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ARTICLE IV
TRUSTEES AND ADMINISTRATORS
SECTION 4.1. Number of Trustees. The number of Trustees initia ll y sha ll be two, and:
(a) at any time before th e issuance of any Securities, the Sponsor may, b y written i ns t rument, inc r ease o r decrease the number of Trustees; and
(b) after the issuance of any Securities, the number of Trustees may be i ncreased or decreased by vo t e of th e Ho ld er of a Majority in li quidation amount of the Common Securities voting as a class at a meeting of the Ho l der of t he Common Securit i es; provided, however, that there shall be a De l aware Trustee if requ i red by Section 4.2; and there shall a l ways be one Trustee w h o s h a ll b e the Institutional Trustee, and such Trustee may a l so serve as Delaware Trustee if it meets the applicable requirements, in which case Section 2.1 1 sha ll have no application to such entity in i ts capacity as Institutiona l Trustee.
SECTION 4.2. D e l aware Trustee. If re q uired by t he S t atutory Trust Act, one Trustee (the "De l aware Trustee") sha ll be:
(a) a natural person who is a resident of the State of Delaware; or
(b) if not a natural p erson, an entity which is organi z ed 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 req u irements of applicab l e l aw, inc l uding §3807 of the Statutory Trust Act.
SECTION 4.3. I nstitutiona l Trustee: E l igibility.
(a) There shall a t all times be one Trustee which shall act as Institutiona l T ru stee whic h s h all:
(i) not be an Affi li ate of t he Sponsor;
(ii) not offer or prov i de credit o r credit enhancement to t he Trust; and
(ii i) be a b anki n g corporation or national associatio n organized and do i ng business un der t h e l aws of the United States of America or any state th e r eof or of t he D istrict of Co l umbia and authorized under such l aws to exercise corporate trust powers, h aving a combined ca p ital and surp l us of a t l eas t fifty mi lli o n U.S. dollars ($50,000,000), and sub j ect to supervision or exami n ation by federal, s t ate or Distric t of Co l umbia authority. I f such co rp oration or national association pub li s h es reports of condition at l east annua ll y, p ursuant to l aw or to the requiremen t s of t he s u pervising or examining authority referre d to a b ove, the n fo r the purposes of this Section 4.3(a)(ii i), the combine d capital and surplus of suc h co rp orat i on or national association sha ll be deemed to be its combined cap i ta l and surplus as set forth in its most recent report of condition so pu b lished.
(b) If at any time the Institutional Truste e shall cease to be eligible to so act under Section 4.3(a), the Institutional Tru s tee shall immediately resign in the manner and with the effect set forth in Section 4.7.

(c) If the Institutional Trustee bas or shall acquire any "conflicting interest" within th e meaning of§ 31 O(b) of the Trust Indenture Act, the Institutional Tru s tee shall either eliminate such int e rest or resign, to the extent and in the manner provided by, and subject to this Declaration.
(d) The initial Institutional Trustee shall be JPMorgan Chase Bank, National Association.
SECTION 4.4. Certain Qualifications of the Delaware Trustee Generally. The Delaware Trustee shall be a U.S. Person and either a natural person who is at least 21 years of age or a legal entity that shall act through one or more Authorized Officers.
SECTION 4.5. Administrators. 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 4.6. Initial Delaware Trustee. The initial Delaware Trustee shall be Chase Bank USA, National Association.
SECTION 4.7. 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 4.7.
(b) Subject to Section 4.7(a), a Relevant Trustee may resign at any time by giving writt e n notice thereof to the Holders of the Securities and by appointing a successor Relevant Trustee, except in the case of the Delaware Trustee's successor which shall be appointed by Holders of a Majority in liquidation amount of the Common Securities. 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 s el e cting the Person who agrees to the lowest reasonable expense and charges (the "Succes s or Institutional Trustee"). If the instrument of acceptance by the successor Relevant Trustee required by this Section 4. 7 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 Rel e vant Trustee may petition, at th e ex pense 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 4.7.
(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 Trustee shall comply with the applicable requirements of this Section 4.7. 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 Trustee shall comply with the applicable requirements of this Section 4.7. 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 4.7 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 (provided the Institutional Trustee satisfies the requirements of a Delaware Trustee as set forth in Section 4.2) following the procedures in this Section 4.7 (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 fo r or faci l itate the administration of the Trust by more than one Relevant Trustee, it b eing understood that nothing herein or in such amendment sha ll constitute such Re l evant Trustees co-trustees and upon t he execution and de l ivery of such amendment the resignation o r r emoval of the retiring Relevant T rustee sha ll become effective to the exten t provided therein and each s u ch successor Relevant Trustee, without any further act, deed or conveyance, sha ll become vested wi t h all the rights, powers, trusts and duties of the retiring Re l evant T rustee; b ut, on r eques t of the Trus t or any successor Re l evant Trustee, such retiring Re l evant T ru stee sha ll du l y assign, transfer and d eliver to suc h successor Re l evant Trustee all Trust Property, all proceeds t hereof an d money h e l d by such retiring Rele v ant Trustee hereunder with respec t t o th e Securities and the Trust subject to the payment of a ll unpaid fees, expenses and indemnities of suc h retiring Re l evant Trustee.
(g) No Institu t ional Trustee or Delaware Trustee shall be lia b le fo r the acts or om i ssions t o act o f any Successor Institutional Trustee or Successor Delaware Trustee, as the case maybe.
(h) The Holders of the Capital Securities wi ll have no right to vote to appoint, remove or replace the Administrators, which voting rights are vested exclusive l y in the Holders of t he Common Securities.
(i) Any successor D e l aware Trustee shall file an amendment to the Certificate of Trust with the Secretary of State of the State of Delaware i d entifying the name and princ i pa l p l ace of business of such D elaware Trustee in the State of De l aware.
SEC TI ON 4.8. Vacancies Among Trustees.

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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 p ursuant to Section 4.1, a vacancy shal l occur. A resolution certifying the existence of such vacancy by the Trustees or, if th e r e are more than two, a ma j ority of the Trustees shall be conclusive evidence of the existence of s u ch vacancy. The vacancy shall be filled with a Trustee appointed in accordance with Section 4.7.
SECTION 4.9. Effect of Vacancies.
The death, resignation, retirement, r emoval, bankruptcy, disso l ution, li quidation, incompetence or incapacity to perform the duties of a Trustee shall not ope r ate t o dissolve, term i nate or ann ul the Trust or terminate this Declaration. Whenever a vacancy in the numbe r of Trustees s h a ll occur, until such vacancy is fi ll ed by the appointmen t of a T ru s t ee in accordance with Sectio n 4.7, t h e Institutiona l Trustee shall have all the powers granted to the T ru stees and shall discharge all the d uties imposed upon the Trustees b y this D ec l aratio n.
SECTION 4.1 0. Meetings of the Trustees and the Administrators.
Meetings of the Trustees or the Administrato r s shall be held from time t o t ime upon the call of any Trustee o r Administra t or, as ap p licable. Regular meetings of the Trustees and t h e Adm i nis tr ators, respective l y, may be in person in the United States or b y te l ephone, at a p l ace (i f ap p licable) and t ime 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 de l ivered or otherwise delivered in writing (including b y facsimile, with a hard copy by overnight courier) no t l ess than 4 8 hours before such meeting. Notice of any telephonic meetings of t he Trustees or the Administrators or any committee thereof shall be hand de l ivered o r otherwise d e l ivered in writing (including by facsimile, w i th a hard copy by overnight courier) no t less than 2 4 hours before a meeting. Notices shall contain a brief statement of the time, place and anticipated purposes of the meeting. The pr e sence (whether in person or by telephone) of a Trustee or an Administrato r, as the case may be, at a meeting shall con s titute 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 l awfully 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 pr es ent (whether in person or by telephone) and eligib l e to vote with respect to such matter; provided, that, in the case of t h e Administrators, a Quorum is p r esent, or without a meeting by the unanimou s written consent of t h e Trustees or the Administrators, as the case may be. Meetings of th e Trustees and the Administrators together sha ll be held from time to time upon the call of any Trustee or Administrator.
SECT I ON 4.1 1. De l egation of Power.
(a) An y Trustee or any Administrator, as the case may be, may, by power of attorney consistent with ap p licab l e law, delegate to any other natural person over the age of 2 1 that i s a U.S. P erson his or h er power for the p urpose of executing any documen t s, instruments or othe r writi n gs contemplated in Section 2.6.
(b) The Trustees shall have power to delegate from tim e to time to such of their numbe r or to any officer of the Trust that is a U.S. Pe r son, the doing of such things and the exec u tion of such instruments or other writings either in the name of the Trust or the name s of the Trustees or otherwise as the Trustees may deem expedient, t o the extent such delegation is not prohibited by applicab l e law or contrary to the prov i sions of the Trust, as set forth h erein.
SECTION 4.1 2. Merger. Conversion, Conso l idation or Succession to Bu s iness.

Any Person into which the Institutional Trustee or the De l aware Trustee, as the case maybe, may be merged o r converted or with which either may be conso l idated, or any Person res ult i n g from any merger, conversion or consolidation to which the Institutiona l Trustee o r the Delaware Trustee, as the case may be, sha ll be a party, or any Person succeeding to all or s u bstantia ll y all the corpora t e trust business of the Institutional Trustee or the Delaware Trustee, as the case may be, shall be the successor of the Institutional T ru stee or the De l aware Trustee, as the case may be, he r eunder, without the execution or fi li ng of any paper or any further act on the part of any of the parties hereto, provided such Person shall be otherw i se q u a l ified and e l igib l e unde r this Article and, p rovided, furthe r, that s u ch Person shall file an amendment to the Certificate of T ru st with the Secretary of State of the State of Delaware as contemplated in Sec t i o n 4.7(i).
ARTICLEV
DISTRIBUTION S
SECTION 5.1. Distributions.
(a) Holders shall receive Distributions in accordance with the applicable terms of the re l evant Ho l der'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 Addit i onal Interest o r D eferred Interest) or premium, if any, on and/or principal on the De b entures held by t he Institutional Trustee (the amount of any such payment being a "Payment Amount"), the Institutional Trustee shall and is directed, t o the extent funds are available in the P r operty Account for that purpose, to make a distribution (a "Distribution") of the Payment Amount to Ho l ders. 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 Institutio n al Trustee or any Paying Agent and, in the case of taxes othe r than w i thho l ding tax taxes, as determined by the Administrators in a written notice to the Institu t ional Trustee.
(b) As a condition t o t he payment of any principa l of or interest on the Sec u rities without the imposition of withho l ding tax, the Administrators shall require the p revious de l ivery of properly comp l eted and signed applicable U.S. federal income tax certifications (genera ll y, an Internal Revenue Service Form W-9 (or applicable successor form) in t he case of a person that is a "United States person" within the meaning of Section 770l(a)(30) of t he Code or an Interna l Revenue Service Form W-8 (or applicab l e successo r form) in t h e case of a person that is not a "United States person" within the meaning of Section 7701(a)(30) of the Code, and any o th er certification acceptable to it to enable the Institutional Trustee or any Paying Agent to d etermine their r espec t ive duties and liabilities with respect to any taxes or other charges that they may be required to pay, deduct or withhold in res p ect of such Securities.
ARTICLE VI
ISSUANCE OF SECURITIES
SEC TI ON 6.1. General Pr ov i sions Regarding Securities.
(a) The Administrators sha ll on behalf of the Trus t issue one se ri es of capi t al securit i es, evidenced by a certificate substantially in the form of Exhi b i t A-1, representing un di vided b eneficial 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 ce rt ificate substantia ll y in the form o f Exhibit A-2, representing undivided beneficial interests in t he assets o f the Trust and having such terms as are set forth in Annex I (the "Common Securit i es"). The Trust shall issue no securities or other interests in the assets of the T ru st other th an the Capita l Securities and the Common Securities. The Capital Securities rank pari passu an d p ayment th ereon sha ll be made Pro Rata with the Commo n Securities except that, where an Even t of D efau lt has occurred and is continuing, the rights of Ho l ders of the Common

Securities t o p ayment in r es p ect of D istributions and payments upo n liquidation, re d emption and otherwise are subordinated to the rights to payment of the Holders of the Capital Securities.
(b) The Ce rt ificates shall be signed on behalf of th e Trust by one or more A dministrato r s. Such signature shall b e the facsimile o r manua l signature of any Administrator. In case any Administrato r of the Trust wh o sha ll hav e signed any of the Securities s hall cease to be such Adminis tr ator b efore the Certificates s o signed shall be delive r ed by the Trust, such Cert i ficates nevertheless may be delive r ed as though the person who signed such Certificates ha d not cease d to be s u ch Administrato r. Any Certificate may be signed on behalf of the Trus t b y such p erson who, a t the actual date of e x ecution of su c h Securi t y, s hall be an Administrato r o f the Trust, a l thou g h at the d a t e of the e x ecution and delivery of the D e c l ara ti on an y such pe rs on was not s u ch an Administrator. A Cap i tal Security s hall not b e valid until auth en t i cated by th e manual signatur e of an Authori z ed Offic e r of t he In s titutional Tru s t ee. Su c h s ignatur e s hal l b e conclusive e vidence t hat the Capit a l S e curity h as been authent i cated unde r this Declar a tion. Upon written ord e r of the Tru s t signed by one Administr a tor, the In s titutiona l Tru s t ee s ha ll authenticate the Cap i tal Securities for origina l i ss ue. The Institutional Trustee ma y a ppoint an authenticating agent that is a U.S. Person acceptable to the Trust to authentica t e the Capital Sec uri t i es. A Common Security need not be so authent i c ated and shall be v alid upon e x ecution by one or more Admini s trator s.
(c) The consideration r e ceived by the Trust fo r the issuan c e of the Securitie s sha ll con s titu t e a c ontribution to the capital of th e Trust and shall not con s titute a l oan to th e Trust.
(d) Upon issuance of the Securities as provided in this D eclaration, the S ecurities so issue d shall be d eemed to be va l idly issued, fu ll y p aid and non-asse s sable, an d each H ol de r thereof s h all be entit l e d to the benefits p r ovided by this D eclaration.
(e) Every Person, by virtue of having b ecome a Ho l der in accordance with the terms of this Declaration, sha ll be deemed to have expressly assented and agreed t o the t erms of, and s hall be bound b y, this D eclaration an d the Guarantee.
SECT IO N 6.2. Paving A gent. Transfer Agent, Calculation Age n t and Registrar.
(a) The Trust shall maintain in New York, New York, an office or a g ency whe r e the S e curities may b e presented fo r payment (the "Paying A g ent"), and an office or agency whe r e Securities may be pre s ented fo r re g i s tration of trans fe r or e x chan ge (the "Tran s fer Age n t"). The Trustee here b y appoint s the Institutional Trustee as Paying Ag en t and Trans fe r Agent at J PMorgan Ch as e Bank, National A ss ociat i on, WSS Wind ow, 4 New York Pl az a, Ground Floor, New York, New York 10004, Attn: Worldwide Securities Service s (Hou s ton) - Ce n tra l Bancorp Statutory Tru s t I. The Trust s hall also k e ep or cause to be kept a regi s t e r fo r the purpose of r egistering Securit i es and transfers and e xchanges o f Securities, s uch regi s ter to be he l d b y a r egistrar (the "R egi strar"). The Admini s t r ators may appoint t h e Paying A g ent, th e Registrar and t h e T r ansfe r Agent, and may appoin t on e or more addit i onal Paying Agents, one or more co-Registrars, or o n e or more co-Transfer Agents i n such o t he r locations as it sha ll d et erm ine. The t erm "Payi n g Agent" inc l udes any addi t ional Paying Agent, the t erm "Registrar" i ncl ud es any additi o nal Registrar or co-Registrar and t he term "Transfer Agent" inclu d es any additi o nal T r ansfer A gent o r co-Transfer Agent. The Administrato r s may change any Paying A gent, T r ansfer Agent o r Regis tr ar at any time w i thout p ri or notice to any Holder. The A dm inistr a t o rs s h a ll notify the Insti tu tional T ru stee of the name and a d dress of an y Paying Agent, Transfer Agent and Registrar not a part y to this Declaration. The Administrators hereby initially appoint the Institutional Trustee to act as 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.

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(b) The Trust shall al s o appoint a Calcu l ation Agent, which shall determine the Coupon Rate in accordance with the terms of the Securities. The Trust initiall y appoints the Institutional Trustee as Calculation Agent.
SECTION 6.3. Form and Dating.
(a) The Capital Securities and the Institutional Trustee's certificate of authentication thereon shall be substantiall y in the form of Exhibit A-1, and the Common Securities shall be substantially in the form of Exhibit A-2, each of w hich 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 an y other manner as is reasonabl y acceptable to the Administrators, as conclu s ively e v idenced by their execution thereof. The Certificates may have letters, numbe rs, notations or other marks of identification or designation and such legends or endorsements required by la w, 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 shall be dated the date of its authentication. The terms and provi s ions of the Securities s et forth in Annex I and the forms of Securities 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 Dela w are Trustee, the Administrators and the Sponsor, by their execution and delivery of this D e claration, e x pressly agree to such terms and provisions and to be bound thereb y. Capital Securities will be issued only in blocks having a stated liquidation amount of not less than $100,000 and multiples of $1,000 in excess thereof.
(b) The Capital Securities sold by the Trust to the initial purchasers pursuant to the Placement Agreement and the Capital Securities Purchase Agreement shall be issued in definitive form, registered in the name of the Holder thereof, without coupons and with the Restricted Securities Legend.
SECTION 6.4. Mutilated, De s troved. Lost or Stolen Certificates. If: (a) any mutilated Certificates 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) there shall be deli v ered to the Registrar, the Administrators and the Institutional Tru s tee such security or indemnity as may be required by them to hold each of them harmless; then, in the absence of notice that such Certificate shall have been acquired b y a bona fide purchaser, an Administrator on behalf of the Trust shall execute (and in the case of a Capital Security Certificate, the in s titutional Trustee shall authenticate) and deliver, in exchange for o r 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 6.4, the Regi s trar or the Administrators ma y require the payment of a sum sufficient to cover an y tax or other go v ernmental charge that may be imposed in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conc]usive 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 6.5. Temporary Securities. Until definitive Securities are ready for delivery, the Administrators may prepare and, in the case of the Capital Securities, the Institutional Trustee shall authenticate, temporary Securities. Temporary Securities shall be substantially in form of definitive Securities but may have variations that the Administrators consider appropriate for temporary Securities. Without unreasonable delay, the Administrators shall prepare and, in the case of the Capital Securities, the Institutional Trustee shall authenticate definitive Securities in exchange for temporary Securities.
SECTION 6.6. Cancellation. The Administrators at any time may deliver Securities to the Registrar for cancellation. The Registrar shall forward to the Institutional Trustee any

Securities surrendered to it for registration of transfer, redemption or payment. The Institutional Trustee shall promptly cancel all Securities surrendered for registration of transfer, payment, replacement or cancellation and shall dispose of such canceled Securities in accordance with its standard procedures or otherwise as the Administrators direct. The Administrators may not issue new Securities to replace Securities that have been paid or that have been delivered to the Institutional Trustee for cancellation.
SECTION 6.7. Rights of Holders: Waivers of Past Defaults.
(a) The legal title to the Trust Property is ve s ted exclusively in the Institutional Trustee (in its capacity as such) in accordance with Section 2.5, and the Holders sha ll not have any right or title therein other than the undivided beneficial intere s t in the assets of the Tru s t 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 under Sections 5.0l(c), (e) or (f) of the Indenture, the Debenture Trustee fails or the holders of not l ess than 25% in principal amount of the outstanding Debentures fai l 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 Institutiona l Trustee, the Sponsor and the Debenture Trustee.
(c) Upon an Indenture Event of Default under Sections 5.0l(c), (e) or (f) at any time after a declaration of 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, fai l s to annul any such declaration and waive such default, the Holders of not less than 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 declaration and its consequence s 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 declaration of 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 not less than 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 in the payment of principal of or premium, if any, or interest (unless such default or Event of Default has been cured and a sum sufficient to pay all matured installments of interest 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 aft e r such record date, s uch notice of declaration of acceleration, or rescission and annulment, as the case may be, shall automatically and without further action by any Holder be canc e led and of no further effect. Nothing in this paragraph shall prevent a Holder, or a pro x y 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 6.7.
(f) Except as otherwise provided in this Section 6. 7, the Holders o f not l e ss than 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. U pon such waiver, any s uch 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 Even t of Default or impair any right consequent thereon.
ARTICLE VII
DISSOLUTION AND TERMINATION OF TRUST
SECTION 7.1. Dis s olution and Termination of Trust.
(a) The Trust shall dissolve on the first to occur of
(i) unless earlier dissolved, on March 15, 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

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of the charter of the Sponsor and the expiration of 90 days after the date of re v ocation without a reinstatement thereo f;
(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 shall have been called for 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 o f the
Trustees and the Sponsor.
(b) As soon as is practicabl e after the occurrence of an event referred to in Section 7.l(a), and after satisfaction of liabilities to creditors of the Trust as required by applicable law, including Section 3808 of the Statutory Trust Act, and subject to the terms set forth in Annex I, the Delaware Trustee, when not i fied in writing of the completion of the winding up of the Trust in accordance with the Statu t ory Tru s t Act, shall terminate the Trust by filing, at the expense of the Sponsor, 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 survi v e the terminatio
ARTICLE VIII
TRANSFER OF INTERESTS
SECTION 8.1. Gen e ral.
(a) Subject to Section 6.4 and Section 8.l(c), w hen Capital Securities are presented to the Registrar with a request to register a transfer or to exchange them for an equal number of Capital Securities represented by different Certificates, the Registrar shall register the transfer or make the exchange if the requirements provided for herein for such transactions are met. To permit registrations of transfers and exchanges, the Trust shall is s ue and the Institutional Trustee shall authenticate Capital Securities 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 Sponsor under the Indenture that is a U.S. Person may succeed to the Sponsor's ownership of the Common Securities.
( c) Capital Securities ma y 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 v oid and will be deemed to be of no legal effect whatsoever and any such transferee shall be deemed not to be the holder of such Capital Securities for any purpose, including but not limited to the receipt

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of Distributions on such Capital Securities, and such transferee shall be deemed to have no intere s t whatsoever in such Capital Securities.
(d) The Registrar shall provide for the registration of Securities and of transfers of Securities, which will be effected withou t charge but only upon payment (with such indemnity as the Registrar may require) in respect of any tax or other governmental charges that may be imposed in relation to it. U pon surrender for registration of transfer of any Securities, the Registrar shall cause one or more new Securities to be issued in the name of the designated transferee or transferees. Any Security issued upon any registration of transfer or exchange pursuant to the terms of this Declaration shall evidence the same Security and shall be entitled to the same benefits under this Declaration as the Security surrendered upon such registration of transfer or exchange. Every Security surrendered for registration of transfer shall be accompanied by a written instrument of transfer in form satisfactory to the Registrar duly executed by the Holder or such Holder's attorne y duly authorized in writing. Each Security surrendered for registration of transfer shall be canceled by the Institutional Trustee pursuant to Section 6.6. A transferee of a Security shall be entitled to the rights and subject to the
obligations of a Holde r hereunder upon the receipt by such transferee of a Security. By acceptance of a Security, each 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, 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) The Capital Securities shall bear the Restricted Securities Legend (as defined below), which shall not be removed unless there is delivered to the Trust such satisfactory evidence, which may include an opinion of counsel reasonably acceptable to the Administrators and the Institutional Trustee, as may be reasonably required by the Trust or the Institutional Trustee, that neither the legend nor the restrictions on transfer set forth t herein 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 Administrators, shall authenticate and deli v er Capital Securities that do not bear the Restricted Securities Legend (other than the legend contemplated by Section 8.2(d)).
(b) When Capital Securities are presented to the Registrar (x) to register the transfer of such Capital Securities, or (y) to exchange such Capital Securities for an equal number of Capital Securities represented by different Certificates, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Capital Securities surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Administrators, the Institutional Trustee and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.

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(c) Except as permitted by Section 8.2(a), each Capital Security shall bear a l egend (the "Restricted Securities Legend") in substantially the following form:
TH I S SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1 933, 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 BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY 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) TO A "NON U.S. PERSON" IN AN "OFFSHORE TRANSACTION" PURSUANT TO REGULATIONS UNDER THE SECURITIES ACT, (D) 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) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY 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, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE DEBENTURE ISSUER'S AND THE TRUST'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) 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 BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS AND WARRANTS THAT IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF 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 ("BRISA"), 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 THEREIN, 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

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ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY SECTION 406 OF BRISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF BRISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING O N BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSO N OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FIN AN CE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTIO N UNDER SECTION 406 OF BRISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.
IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THE CERTIFICATE 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 RES T RICTIO N S.
THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAYING A LIQUIDATIO N AMO UNT OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAYING A LIQUIDA TI O N AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL E F FECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED N OT TO BE THE HOLDER OF THIS SECURITY FOR ANY PURPOSE, INCLUDING, BUT N OT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY, AND S U CH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE N O INTEREST WHATSOEVER IN THIS SECURITY.
(d) Capital Securities ma y only be transferred in minimum blocks of $100,000 aggregate liquidation amoun t (100 Capital Securitie s) and multiples of $1,000 in excess thereof. Any attempted transfer of Capital Securitie s in a block ha v ing an aggrega t e liquidation amount of less than $100,000 shall be deemed to be v oid and of no legal effect whatsoever. Any such purported transferee shall be deemed no t to be a Holder of such Capital Securities for any purpose, including, but not limited to, the receipt of D i stributions on such Capital Securities, and such purported tran s feree s hall be deemed to have no interest whatsoe v er in such Capital Securitie s.
(e) Each party hereto understands and hereb y agrees that the Initial Purchaser is intended solely to be an interim holder of the Capital Securities and is purchasing such securities to facilitateconsummation of the tran s actions contempla t ed her e in and in the documents ancillary hereto. Notwithstanding an y prov is ion in this Declaration to the contrary, the Initial Purchaser shall have the right upon no t ice (a "Transfer Notice") to the Institutional Trustee and the Sponsor to transfer title in and t o the Capital Securities; provided the Initial Purchaser shall take reasonable steps to en s ure that s u c h transfer is exempt from regi s tration under the Securities Act of 1933, as amended, and rules promulgated thereunder. Any Transfer Notice delivered to the In s titutional Trustee and Sponsor pur s uant to the preceding sentence shall indicate the aggregate liquidation amount of Capital Securities being transferred, the name and address of the transferee thereof (t he "Transferee") and the date of such transfer. Notwithstanding any provision in this Declaration to the contrary, the transfer b y the Initial Purchaser of title in and to the Capital Se c urities pursuant to a Transfer Notice s hall not be subject to any requirement relating to Opinions of Counsel, Certificates of Transfer or any other Opinion or Certificate applicable to transfers hereunder and relating to Capital Securities.

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(f) Neither the Institutional Trustee nor the Registrar shall be responsible for ascertaining whether any transfer hereunder complies with the registration provisions of or any exemptions from the Securities Act, applicable state securities laws or the applicable laws of any other jurisdiction, ERJSA, the Code or the Investment Company Act.
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 Certificate shall be registered on the books and records of the Trust as the sole holder of such Certificate and of the Securities represented by such Certificate 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 Certificate or in the Securities represented by such Certificate on the part of any 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.
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) Except to the extent provided in Section 9. l(b), and pursuant to § 3803(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 or 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 or willful misconduct or bad faith with respect to such acts or omissions.

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(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 statemen t s 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.
(c) It is expressly understood and agreed by the parties hereto that insofar as any document, agreement or certificate is executed on behalf of the Trust by any Trustee (i) such document, agreement or certificate is executed and delivered by such Trustee, not in its individual capacity, but solely as Trustee under this Declaration in the exe r cise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements made on the part of the Trust is made and intended not as representations, warranties, covenants, undertakings and agreements by any Trustee in its individual capacity, but is made and intended for the purpose of binding only the Trust and (iii) under no circumstances shall any Trustee in its individual capacity be personally liab l e for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Declaration or any other document, agreement or certificate. This Section 9.2(c) is not intended to excuse the Trustee for breaches of its responsibilities and obligations under any documents executed in its capacity as Trustee and not on behalf of the Trust.
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 Dec l aration shall not be l iable 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 dut i es 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 con s ider 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 s uch Person is or was an Indemnified Person against expenses (including attorne y s' fees and expenses),judgments, fines and amounts paid in settlement actually and reasonabl y incurred by

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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 t o be in or not opposed to the best interests of the Trust, and, with respect to an y 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 con t endere 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 reasonabl y 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 Spon s or 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 reasonabl y 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 Dela w are 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 s hall 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 conn ec tion therewith.
(iv) Any indemnification of an Administrator under paragraphs (i) and (ii) of thi s S e ction 9.4(a) (unless ordered by a court) sh a ll b e mad e by the Spon s or only a s authori z ed in the s pecific c ase upon a determination that indemnification of the Indemni fi ed Per s on is proper in the cir c um s tanc e s becau se s uch Per s on has met the applic a ble standard of conduct s et forth in p ar agraphs (i) and (ii). Such determination s hall be made (A) by th e Admini s trat o r s by a majorit y vot e of a Quorum consisting of s uch Admini s trato rs who w e re not part i es to such action, suit or proceeding, (B) if s uch a Quorum is not obtain a ble, or, e ven if obtainable, if a Quorum of di s inter es ted Administrator s s o dir ec ts, by independent le ga l coun se l in a written opinion, or (C) by the Common Security Holder of the Trust.
(v) To the fullest extent permitted by la w, expense s (including attorneys' fees and expenses) incurred by an Indemnified Person in defending a civil, criminal, administrative or investigative action, suit or proc e eding 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 rec ei pt 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 Spon s or as authori z ed in this Secti o n 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

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In d e mnified Per s on (A) by the Administrators by a majority vote of a Quorum of disintere s ted Administrators, (B) if such a Quorum is not o btainable, or, e v en if obtainable, if a Quorum of disint e r es ted Admini s trator s s o direct s, by independent legal coun se l in a written opinion or (C) by the Comm o n Securit y Hold e r of the Tru s t, that, based upon the facts known to the Admini s trator s, c o un se l or the C o mmon S e curity Holder at the tim e s uch determinat i on is made, s uch Ind e mnified P e rs o n acted in bad faith or in a mann e r that s uch P e r s on eith e r b e li e ved to be opposed to or did not beli ev e to be in the be s t int e re s t s of the Tru s t, or, with re s p e ct to any criminal proceeding, that such Indemnified Pe rs on bel i eved or had r eason a ble cause to believe such conduct was unla w ful, or (2) in the case o f a Fiduciary Indemnifi e d 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 instance s where the Admini s trator s, independent legal coun s el or the Common Security Holder reasonably determine that such Person deliberately breached such Person's duty to the Trust or it s Common or Capital Security Holders or (ii) to a Fiduciary Indemnified Person in instance s where independent legal counsel promptly and reasonably determine s in a written opinion that such Person deliberately breached s uch Person's duty to the Trust or its Common or Capital Security Holders.
(b) The Sponsor s hall indemnify, to the fulle s t extent permitted by applicable law, each Indemnified Person from and again s t any and all lo s s, damage, liability, tax (other than taxes based on the income of such Indemnified Person), penalty, expen s e 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 Per s on 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 incurred 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 9.4 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 9 .4 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 9 .4 is in effect. Any repeal or modification of this Section 9.4 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 again s t 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 ofthis Section 9.4.
(e) For purposes of this Section 9.4, references to "the Trust" shall include, in addition to the resulting or surviving entity, any constituent entity (including any constituent of a con s tituent) absorbed in a consolidation or merger, so that any Person who is or was a director, trustee, officer or

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employee of s uch constituent entity, or is or was serving at the request of such con s tituent en t ity as a director, tru s tee, officer, employee or agent of another entity, shall stand in the same po s ition under the provisions of this Section 9.4 with re s pect to the resulting or surviving entity as such Person would have with respect to such constituent entity if its separate e xistenc e had continued.(f) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 9.4 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 9.4 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 9.4 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 he l d in trust for the benefit of the holders of particular Capital Securities, provided, that the Sponso r is the holder of the Common Securities.
(h) This Section 9.4 specifically supercedes and replaces Section 4 of the
Original Declaration.
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 pro.fits 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 othe r s any such particular investment or other opportunity. Any Covered Person, the Delaware Trustee and the Institutiona l Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affi l iate of the Sponsor, or may act as depositary for, trustee or agent for, o r act on any committee or body of ho l ders of, securities or other obligations of the Sponsor or its Affiliates.
SECTION 9.6. Compensation; Fee.
(a) Subject to the provisions set forth in the Fee Agreement between the Institutional Trustee, Cohen Bros. & Company and the Company of even date herewith, 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 l imited by any provision of law in regard to the compensation of a trustee of an express trust); and

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(ii) except as otherwise expressly provided herein, to reimburse the Trustees upon request for all reasonable, documented expenses, disbursements and advances incurr e d or made b y the Tru s tees in accordance with any provision of this Declaration (including the reasonable compensation and the expenses and disbursements of their respec t ive agent s and counsel), except any such expense, disbursement or ad v ance attributable to their negligence or willful misconduct.
(b) The provisions of this Section 9.6 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 i s required by the Code.
SECTION 10.2. Certain Accounting Matters.
(a) At all time s during the exi s tence 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 Administrators shall either (i) cause each Form 10-K and Form 10-Q prepared by the Sponsor and filed with the Commis s ion in accordance with the Exchange Act to be delivered to each Holder of Securities, within 90 days after the filing of e ach Form 10-K and within 30 days after the filing of each Form 10-Q or (ii) cause to be prepared at the principal office of the Trust in the United States, as defined for purpo s es of Treasury Regulations
§ 301.7701-7, and delivered to each of the Holders of Securitie s, within 90 days after the end of each Fiscal Year of the Trust, annual financial statement s of the Trust, including a balance sheet of the Trust as of the end of such Fiscal Year, and the related statements of income or loss.
(c) The Administrators shall cause to be dul y prepared and delivered to each of the Holders of Securities Form 1099 or such other annual U nited 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 § 301.7 7 01-7, 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) The administrators will cause the Sponsor's report FR Y-9C to be deli v ered to the Holder promptly following their filing with the Federal Reserve.
SECTION 10.3. Banking. The Trust sha ll maintain one or more bank accounts in the United States, as defined for purposes of T r easury 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

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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 Institutiona l 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 Jocal law. As a condition to the payment of any principal of or interest on any Debt Security without the imposition of withholding tax, the Institutiona l Trustee or any Paying Agent shall require the previous delivery of properly completed and signed applicable U.S. federal income tax certifications (generally, an Internal Revenue Service Form W-9 (or app l icable successor form) in the case of a person that is a "United States person" within the meaning of Section 7701(a)(30) of the Code or an Internal Revenue Service Form W-8 (or applicable successor form) in the case of a person that is not a "United States person" within the meaning of Section 7701(a)(30) of the Code) and any other certification acceptable to it to enable the Institutional Trustee or any Paying Agent and the Trustee to determine their respective duties and liabilities with respect to any taxes or other charges that they may be required to pay, deduct or withhold in respect of such Debt Security or the holder of such Debt Security under any present or future law or regulation of the United States or any political subdivision thereof or taxing authority therein or to comply with any reporting or other requirements under any such law or regulation. The Administrators shall file required forms with app l icable 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 t o be withheld was not withheld from actual Distributions made, the Institutiona l 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 applicab l e terms of the Securities, this Dec l aration 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

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(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" for purposes of the capital adequacy guidelines of (x) the Federal Reserve (or, if the Debenture Issuer is not a bank holding company, such guidelines or policies applied to the Debenture Issuer as if the Debenture Issuer were subject to such guidelines of policies) or of (y) any other regulatory authority having jurisdiction over the Debenture Issuer.
(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 such payment on or after such date.
(e) Sections 9 .1 (b) and 9 .1 (c) and this Section 11.1 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 wi t hout the consent of the Ho l ders of a Majority in liquidation amount of the Capital Securitie s or Common Securities, as applicable.
(g) Subject to Section 11. l(a), this Declaration may be amended by the Institutional Trustee and the Holder of a Majority in liquidation amount of the Common Securities without the consent of the Ho l ders of the Capital Securities to:
(i) cure any ambiguity;

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(ii) correct or supplement any provision in this Declaration that may be defective or inconsistent with an y other provision of thi s Declaration;
(iii) add to the co v enants, 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 legis l ative body, court, government agency or regulatory authority) which amendment does not ha v e a material adverse effect on the rights, preferences or privileges of the Holders of Securities; provided, however, that no such modification, elimina t ion or addition referred to in clauses (i), (ii), (iii) or (iv) shall adverse l y affect the powers, preferences or rights of Holders of Capital Securities.
SECTION 11.2. Meetings of the Holder s of the Securities; Action by Written Consent.
(a) Meetings of the Holders of any c l ass of Securities may be called at any time by the Administrators (or as provided in the terms of the Securities) to consider and act on any matter on which Holders of such class of Securities are entit l ed to act under the terms of this Declaration, the terms of the Securities or the rule s 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 class if directed to do so b y the H olders of not less than I 0% in liquidation amount of such class of Securities. Such direction shall be given by delivering to the Administrators one or more notices in a writing stating that the signing Ho l ders of the Securities wish to call a meeting and indicating the general or specific purpose for which the meeting is to be called. Any Holders of the 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 shalJ 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 ru l es 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 Ho l ders 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 l ess than the minimum 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 ~ithout 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 Holde r s 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;

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(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 un l ess otherwise provided in the proxy. Every proxy shall be r evocab l e at the pleasure of the Holder of the Securities executing it. Except as otherw i se provided herein, all matters relating to the giving, voting or validity of proxies shall be governed by the Genera l 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; and
(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 for trading, if any, otherwise prov i des, the Administrators, in their sole discret i on, sha ll establish al l 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 XIl
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 N e w York 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. 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);

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(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 Trust e e; and
(f) no consent, approval or authorization of, or regi s tration 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 D e claration.
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 and has its principal place of business in 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. 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 articles of association 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 requir e d for the execution, delivery or performance by the Delaware Trustee of this Declaration; and
(f) State of Delaware. if the Delaware Trustee is a natural person, he or she is a resident of the
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):
Ce ntr a l Bancorp S tatutory Trust I
c/o Ce n tral Bancorp, Inc.
4 5 5 5 W. Walnu t S tree t
Garland, Texas 75042

AU\4171309.5 358764-2 | -43- |

Attention: Keith Ward
Te l ecopy: (972) 5 1 6-3680
Te l ephone: (972) 4 85-7201
(b) if given to the Delaware Trustee, at the mailing address set forth be l ow (o r s u ch o th er address as the De l aware Trustee may give no t ice of t o the Ho l ders of the Sec u rities):
C h ase Bank USA, Nationa l Association
500 Stanton Christ i ana Rd., FL3/0PS 4
Newark, DE 1 9713
Attn: W orldwi d e Sec uri ties Services
Te l ecopy: 302-552-6280
Te l ep h one: 302-552-6279
(c) i f g i ven to the Institutiona l Tru s tee, at the Inst i tutiona l Trustee's mailing address set fort h be l ow (o r such ot h er address as the Institutiona l Trustee may give notic e of to the Ho l ders of the Securit i es):
JPMo r gan Chase Bank, Na t iona l Association
600 Travis Street, 50 1 h Floor
Hous t o n, TX 77002
Att e ntion: Wor l dw i de Securiti es Services Centra l Bancorp Statutory Trust I Te l eco p y: 713-2 1 6-210 1
Te l ephone: 713-2 1 6-4 78 1
(d) i f given to the Ho ld er of the Commo n Securities, at t h e mai l ing addre s s of t h e Spo n sor set fort h b e l ow (o r suc h o th er address as t h e Ho l der of the Common Securities may g i ve notice of to th e T ru st):
Centra l B ancorp, Inc.
4 555 W. Wa l nut Street
Garland, Texas 750 4 2
Attention: K eith Ward
Telecopy: (972) 5 1 6-3680
Te l e ph one: (972) 4 85-720 1
(e) if give n to any othe r Ho l de r, at t h e ad dr ess set forth on the b ooks and records of the Trus t.
Al l s u c h not i ces sha ll be d eeme d t o h ave b ee n give n when received i n p e r son, telecop i ed wi th r eceip t confi rm ed, or mai led b y first c l ass ma il, p ostage prepai d, except that if a notice or other docume nt i s refused de li very o r cannot b e de l ive r ed b ecause of a c h anged address of whic h 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.

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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 located in the Borough of Manhattan, City and State of New York, and further agrees to submit to the jurisdiction of Delaware, and to any actions that are instituted in state or Federal court in Wilmington, Delaware and 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 s hall bind and inure to the benefit of their respect i ve s ucce s sors and assigns, whether or not so expre s sed.
SECTION 13.7. Partial Enfo r ceabili ty. If an y pro vis ion of this Declaration, or the application of such provision to any Person or circum s tance, shall be held in v alid, the rem a inder of this Declaration, or the application of s uch provision to persons or circum s tance s other than those to which it is held invalid, shall not be affected thereb y.
SECTION 13.8. Counterparts. This Declaration may contain more than one counterpart of the signature page and this Declaration may be e x ecuted b y 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 ha v e the same force and effect as though all of the signers had signed a single signature page.

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IN WITNESS WHEREO F, th e und e r si gn e d ha v e c a u se d thi s D ecl ara ti on to be duly e x ecu ted as of the da y a nd ye ar fir s t a bove writt e n.

|  | CHASE BANK USA, NATIONAL ASSOCIATION,
|  | as Delaware Trustee
|  | JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
|  | as Institutional Trustee
|  | Central Bancorp, Inc.,
|  | as Sponsor

(9) Central Bancorp, Inc.
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IN WIT NESS WHEREOF, th e un d e rsigne d h ave c a use d thi s De cl ar ati on to be du l y executed a s of the day and y ear fir s t abo ve w ritten.

|  | CHASE BANK USA, NATIONAL ASSOCIATION,
|  | as Delaware Trustee
|  | JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
|  | as Institutional Trustee
|  | Central Bancorp, Inc.,
|  | as Sponsor

(9) Central Bancorp, Inc.
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IN WITNESS WHEREOF, th e und e r s ign ed hav e c a us e d thi s D e claration to b e du ly ex ec uted as o f the day and year first abo v e written.

|  | CHASE BANK USA, NATIONAL ASSOCIATION,
|  | as Delaware Trustee
|  | JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
|  | as Institutional Trustee
|  | Central Bancorp, Inc.,
|  | as Sponsor

(9) Central Bancorp, Inc.
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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 27, 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 are set out below (each capitalized term used but not defined herein has the meaning set forth in the Declaration):
1. Designation and Number.
(a) Capital Securities. 26,000 Capital Securities of Central Bancorp Statutory Trust I (the "Trust"), with an aggregat e stated liquidation amount with respect to the assets of the Trust of Twenty Six Million DoJlars ($26,000,000) and a stated liquidation amount with respect to the assets of the Trust of $1,000 per Capital Security, are hereby designated for the purposes of identification only as the "TP Securities" (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.
(b) Common Securities. 805 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 stated liquidation amount with respect to the assets of the Trust of Eight Hundred Five Thousand Dollars ($805,000) and a stated liquidation amount with respect to the assets of the Trust of $1,000 per Common Security.
2. Distributions.
(a) Distributions payable on each Security will be payable at a fixed rate of 6.255% (the "Fixed Rate") per annum from December 27, 2005 until March 15, 2011 (the "Fixed Rate Period") and thereafter at a variable per annum rate of interest, reset quarterly, equal to LIBOR, as determined on the LIBOR Determination Date for such Distribution Payment Period, plus 1.40% (the "Variable Rate" and together with the Fixed Rate the "Coupon Rate") of the stated liquidation amount of $1,000 per Security (provided, however, that the Coupon Rate for any Distribution Payment Period may not exceed the highest rate permitted by New York law, as the same may be modified by United States law of general applicability), such Coupon Rate being the rate of interest payable on the Debentures to be held by the Institutional Trustee. Except as set forth below in respect of an Extension Period, Distributions in arrears for more than one quarterly period will bear interest thereon compounded quarterly at the applicable Coupon Rate for each such quarterly period (to the extent permitted by applicable law). The term "Distributions" as used herein includes cash distributions, any such compounded distributions and any Additional Interest payable on the Debentures unless otherwi s e stated. A Distribution is payable only to the extent that payments ar e 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. During the Fixed Rate Period, the amount of Distributions payable for any Distribution Payment Period will be computed for any full quarterly Di s tribution Payment Period on the basis of a 360-day year of twelve 30-day months and the amount payable for any partial period shall be computed on the basis of the number of days elapsed in a 360-day year of twel v e 30-day months. Upon expiration of the Fixed Rate Period, Distribution will be computed on the basis of a 360-day year and the actual number of days elapsed in the relevant Distribution period; provided, however, that upon the occurrence of a Special Event redemption pursuant to paragraph 4(a) below the amounts

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payable pursuant to this Declaration shall be calculated as set forth in the definition of Special Redemption Price.
(b) Upon expiration of the Fixed Rate Period, LIB OR shall be determined by the Calculation Agent in accordance with the following provisions:
(I) On the second LIB OR Business Day (provided, that on such day commercial banks are open for business (including dealings in foreign currency deposits) in London (a "LIBOR Banking Day"), and otherwise the next preceding LIBOR Business Day that is also a LIBOR Banking Day) prior to March 15, June 15, September 15 and December 15 (or, with respect to the first Distribution Payment Period, on December 20, 2005), after the expiration of the Fixed Rate Period, on March 15, 2011 (each such day, a "LIBOR Determination Date") for such Distribution Payment Period, the Calculation Agent shall obtain the rate for three-month U.S. Dollar deposits in Europe, which appears on Telerate Page 3750 (as defined in the International Swaps and Derivatives Association, Inc. 2000 Interest Rate and Currency Exchange Definitions) or such other page as may replace such Telerate Page 3750 on the Moneyline Telerate, Inc. service (or such other service or services as may be nominated by the British Banker's Association as the information vendor for the purpose of displaying London interbank offered rates for U.S. dollar deposits), as of 11 :00 a.m. (London time) on such LIBOR Determination Date, and the rate so obtained shall be LIBOR for such Distribution Payment Period. "LIBOR Business Day" means any day that is not a Saturday, Sunday or other day on which commercial banking institutions in The City of New York or Wilmington, Delaware are authorized or obligated by law or executive order to be closed. If such rate is superseded on Telerate Page 3750 by a corrected rate before 12:00 noon (London time) on the same LIBOR Determination Date, the corrected rate as so substituted will be the applicable LIBOR for that Distribution Payment Period.
(2) If, on any LIBOR Determination Date, such rate does not appear on Telerate Page 3750 or such other page as may replace such Telerate Page 3750 on the Moneyline Telerate, Inc. service (or such other service or services as may be nominated by the British Banker's Association as the information vendor for the purpose of displaying London interbank offered rates for U.S. dollar deposits), the Calculation Agent shall det e rmine the arithmetic mean of the offered quotations of the Reference Banks (as defined below) to leading banks in the London Interbank market for three-month U.S. Dollar deposits in Europe (in an amount determined by the Calculation Agent) by reference to requests for quotations as of approximately 11 :00 a.m. (London time) on the LIBOR Determination Date made by the Calculation Agent to the Reference Banks. If, on any LIBOR Determination Date, at least two of the Reference Banks provide such quotations, LIBOR shall equal the arithmetic mean of such quotations. If, on any LIBOR Determination Date, only one or none of the Reference Banks provide such a quotation, LIBOR shall be deemed to be the arithmetic mean of the offered quotations that at least two leading banks in the City of New York (as selected by the Calculation Agent) are quoting on the relevant LIBOR Determination Date for three-month U.S. Dollar deposits in Europe at approximately 11 :00 a.m. (London time) (in an amount determined by the Calculation Agent). As used herein, "Reference Banks" means four major banks in the London Interbank market selected by the Calculation Agent.
(3) If the Calculation Agent is required but is unable to determine a rate in accordance with at least one of the procedures provided above, LIBOR for the applicable Distribution Payment Period shall be LffiOR in effect for the immediately preceding Distribution Payment Period.

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(c) All percentages resulting from any calculations on the Securities will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting from such calculation will be rounded to the nearest cent (with one-half cent being rounded upward).
(d) On each LIBOR Determination Date, the Calculation Agent shall notify, in writing, the Sponsor and the Paying Agent of the applicable Coupon Rate in effect for the related Distribution Payment Period. The Calculation Agent shall, upon the request of the Holder of any Securities, provide the Coupon Rate then in effect. All calculations made by the Calculation Agent in the absence of manifest error shall be conclusive for all purposes and binding on the Sponsor and the Holders of the Securities. The Paying Agent shall be entitled to rely on information received from the Calculation Agent or the Sponsor as to the Coupon Rate. The Sponsor shall, from time to time, provide any necessary information to the Paying Agent relating to any original issue discount and interest on the Securities that is included in any payment and reportable for taxable income calculation purposes.
(e) Distributions on the Securities will be cumulative, will accrue from the date of original issuance, and will be payable, subject to extension of Distribution payment periods as described herein, quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing March 15, 2006 (each, a "Distribution Payment Date"). Subject to prior submission of Notice (as defined in the Indenture), and so long as no Event of Default pursuant to paragraphs (c), (e) or (f) of Section 5.01 of the Indenture has occurred and is continuing the Debenture Issuer has the right under the Indenture to defer payments of interest on the Debentures by extending the interest distribution period for up to 20 consecutive quarterly periods (each, an "Extension Period") at any time and from time to time on the Debentures, subject to the conditions described below, during which Extension Period no interest shall be due and payable (except any Additional Interest that may be due and payable). 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 in effect for each such Extension Period, compounded quarterly from the date such Deferred Interest would have been payable were it not for the Extension Period, to the extent permitted by law. No Extension Period may end on a date other than a Distribution Payment Date. At the end of any such Extension Period, the Debenture Issuer shall pay all Deferred Interest then accrued and unpaid on the Debentures; provided, however, that no Extension Period may extend beyond the Maturity Date, Redemption Date (to the extent redeemed) or Special Redemption Date; and provid e d, further, that, during any such 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 or (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 pari passu in all respects 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 pas s u 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, officer s, director s 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 Deb e nture Issuer (or securities convertible into or exercisable for such capital stock), as consideration in an acqui s ition transaction entered into prior to the applicable Ext e nsion Period, (b) as a result of any ex c hange, reclassification, combination or conversion of any class or s eries 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 I s suer's indebtedne s s for any class or series of the Deb e nture 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

| A-I-3 |
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plan, or the is s uance 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 ran.ks pari passu with or junior to such stock). Prior to the termination of any Extension Period, the Debenture Issuer may further extend such period; provided, that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. 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 foregoing requirements. No interest or Deferred Interest 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. If Distributions are deferred, the Distributions due shall be paid on the date that the related Extension Period terminates, or, if such date is not a Distribution Payment Date, on the immediately following Distribution Payment Date, to Holders of the Securities as they appear on the books and records of the Trust on the record date immediately preceding such date. Distributions on the Securities must be paid on the d a tes payable (after giving effect to any Extension Period) to the e xtent that th e Trust has fund s legally available for th e payment of such distributions in the Property Account of the Trust. The Tru s t's funds available for Di s tribution to the Holders of the Securities will be limited to payment s received from the Debenture Issuer. The payment of Distributions out of moneys held by the Tru s t is guaranteed by the Guarantor pursuant to the Guarante e.
(f) Distributions on the Securities will be payable to the Holders thereof as they appear on the books and records of the Registrar on the relevant record d a te s. The relevant record dates shall be selected by the Admini s trator s, which dates s hall be 15 days before the relevant Distribution Payment Date. Distributions payable on any Securiti e s that are not punctually paid on any Distribution Payment Date, as a result of the Debenture Is s uer 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 relevant record date, and such defaulted Distribution will instead be payable to the Person in whose name such Securities are registered on the special record date or other specifi e d date determined in accordance with the Indenture. Notwithstanding anything to the contrary contained herein, if any Distribution Payment Date, other than on the Maturity Date, any Redemption Date or the Special Redemption Date, falls on a day that is not a Business Day, then any Distributions pa y able will be paid on, and such Distribution Payment Date will be mo v ed to, the next succeeding Business Day, and additional Distributions will accrue for each day that such payment is delayed as a result thereof If the Maturity Date, any Redemption Date or the Special Redemption Date falls on a day that is not a Business Day, then the principal, premium, if any, and/or Distributions payable on such date will be paid on the next succeeding Business Day, and no additional Distributions will accrue in respect of such payment made on such next succeeding Business Day.
(g) In the event that there is any money or other property held by or for the Trust that is not accounted for hereund e r, such prop e rty shall be distributed pro rata (as defined herein) among the Holders of the Securities.
3. Liquidation Distribution Upon Dissolution. In the event of the voluntary or involuntary liquidation, dissolution, winding-up or termination of the Trust (each, a "Liquidation") other than in conn e ction with a red e mption of the Debentures, the Holders of the Securities will be entitled to receive out of the assets of the Trust 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), distributions equal to the aggregate of the stated liquidation amount of $1,000 per Security plus accrued and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"),

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unless in connection with such Liquidation, the Deb e ntures in an aggregate stated principal amount equal to the aggregate stated liquidation amount of such Securities, with an interest rate equal to th e Coupon Rate of, and bearing accrued and unpaid interest in an amount equal to the accrued and unpaid Distributions on, and ha v in g the same record date as, 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 Tru s t Act, shall be distributed on a Pro Rata basi s to the Holders of the Securitie s in ex chang e for s u c h Securities.The Spon s or, as th e Holder of all of the Common Securities, has the right at an y time to, upon re c eipt of an opinion of nationally r e cogni z ed tax counsel that Holder s will not recogni z e any g ain or lo s s for U nit e d States federal income tax purpo s es as a r es ult of the di s tribution Deb e nture s, di s solve the Trust (including without limitation upon the occurrence of a Tax Event, an In v e s tment C ompany Event or a Capital Tr e atm e nt Ev e nt), subj ec t to th e rec e ipt by the D e b e nture I s suer of prior app r oval from any regulatory authority ha v in g juri s diction over th e Spon s or that i s primarily re s pon s ible for r e gulatin g the act iv ities of the Sponsor if s uch appro v al i s then r e quired under applicabl e capital guidelin es or policies of s u c h r e gulatory authority, and, after satisfaction of liabilities to cr e ditors of th e Tru s t, c a u s e the Deb e nture s to be di s tributed to the Holders of the S e curities on a Pro Rata basis in accordance with the aggregat e s tated liquidation amount thereof.
The Tru s t shall dis s ol ve on the fir s t to oc c ur of (i) March 15, 2041, th e e x piration of the term of the Tru s t, (ii) a Bankruptc y Event with re s pect to the Spon s or, the Trust o r the Debenture I s suer, (iii) (other than in connection with a merger, consolidation or similar transaction not prohibi te d by the Indenture, this Declaration or the Guarant e e, as the case may be) the filing of a c e rtificate of dissolution or its equival e nt with respect to the Sponsor or upon the revocation of the charter of the Sponsor and the expiration of 90 d a y s aft e r the d a te of revocation without a rein s tatement th e reof, (iv) the di s tribution to the Holders of the Securitie s of the Debentures, upon e x erci s e of the right of the Holder of all of the outstanding Common Securities to di ss ol v e the Trust as described abov e, (v) the entry of a decree of a judi c ial di ss olu t ion of the Spon s or or the Trust, or (vi) w hen all of the Securities shall have b e en called for redemption and the amounts nece s sary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Securities. As soon as practicable after the dissolution of the Trust and upon completion of th e winding up of the Trust, the Trust shall t e rminate upon the filing of a certific a te of cancellation with the Secretary of State of the State of Delaware.
If a Liquidation of the Trust occurs as d e scribed in clau s e (i), (ii), (iii) or (v) in the immediately pr e ceding paragraph, the Tru s t s hall be liquidated by the In s titutional Tru s t e e of the Tru s t as e xp e ditiously as such Tru s tee determines to be possible by distributing, after satisfaction of liabilitie s to creditors of the Trust as provided by applicable law, to the Holders of the Securities, the Debentures on a Pro Rata basi s to the extent not satisfied by the Deb e nture Is s uer, unle ss s uch di s tribution is determined by th e Institutional Trustee not to be practical, in which e vent s uch Hold e r s will be entitled to re c e ive out of th e as s ets of the Trust availabl e for distribution to th e Holders, after sati s fact i on of liabiliti es to credit o rs of the Trust to the e x tent not s at i sfied by the Debenture I s suer, an amount e qual to the Liquidation Distribution. An early Liquidation of the Tru s t pursuant to clau s e {iv) of the imm e di a tely p re ceding paragr a ph s hall occur if the In s tituti ona l Tru s t e e d e t e rmines th a t such Liquidation i s possibl e by di s tributin g, after s atisfaction of liabiliti e s to creditor s of Trust, to th e Holders of the Securities on a Pro Rat a basi s, the Debenture s, and s uch di s tribution occur s.
If, upon any s uch Liquidation, th e Liquidation Distribution can b e p a id only in part b e cau s e the Trust h as in s uffic i ent a ss et s a v ail a ble to pay in full th e a g gr e gate Liquidation Di s tribution, then th e amount s payabl e dir e ctl y by th e Tru s t on s uch Capital S e curitie s s hall b e paid to th e Hold e r s o f the S ec uritie s o n a Pr o Rat a ba s i s, exc ept th a t i f an Ev e nt o f D efa ult h as o c curred and i s c ontinuing, th e Capital Securiti es s hall h ave a preferen c e o ve r the Common S ec uri t ie s with r e gard t o such distribution s.
Upon any such 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

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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 dissolution 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 stated liquidation amount of, with an interest rate identical to the distribution rate of, and bearing accrued and unpaid interest equal to accrued and unpaid distributions on, the 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 of interest or principal 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 under the Capital Securities or the Common Securities, as applicable, shall cease, except the right of such Holders to receive Debentures upon surrender of certificates representing such Securities.
4. Redemption and Distributio n.
(a) The Debentures will mature on March 15, 2036. The Debentures may be redeemed by the Debenture Issuer, in whole or in part, on any March 15, June 15, September 15 or December 15 on or after March 15, 2011 at the Redemption Price, upon not Jess than 30 nor more than 60 days' 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 in whole or 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' 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 is subject to the Debenture Issuer having received prior approval from any regulatory authority having jurisdiction over the Debenture Issuer, if such approval is then required under applicable capital guidelines or policies of such regulatory authority.
"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) interest payable by the Debenture I s suer on the Debentures is not, or within 90 days of the date of such opinion, will not be, deductible by the Debenture I s suer, 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 more than a de minimis amount of other taxes (including withholding taxes), duties, assessment s 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 agenc y

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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 or prospective change becomes effective or would become effective, as the case may be, 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 (a) any amendment to, or change in, the laws, rules or regulations of the United States or any political subdivision thereof or therein, or any rules, guidelines or policies of any applicable regulatory authority for the Debenture Issuer or (b) 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, within 90 days of the receipt of such opinion, the aggregate Liquidation Amount of the Capital Securities will not be eligible to be treated by the Debenture Issuer 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 or financial holding companies), as then in effect and applicable to the Debenture Issuer (or if the Debenture Issuer is not a bank holding company, such guidelines applied to the Debenture Issuer as if the Debenture Issuer were subject to such guidelines); 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 cumulative preferred stock, minority interests in consolidated subsidiaries, or any other class of security or interest which the Federal Reserve or OTS, as applicable, may now or hereafter accord Tier 1 Capital treatment in excess of the amount which may now or hereafter qualify for treatment as Tier 1 Capital under applicable capital adequacy guidelines; 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.
"Special Event" means any of a Capital Treatment Event, a Tax Event or an InvestmentCompany Event."Special Redemption Price" means, with respect to the redemption of any Debenture following a Special Event, an amount in cash equal to 103.525% of the principal amount of Debentures to be redeemed prior to March 15, 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-Month Period Beginning March 15 | Percentage of Principal Amount
2007 | 103.140%
2008 | 102.355%
2009 | 101.570%
2010 | 100.785%
2011 and thereafter | 100.000%

"Redemption Date" means the date fixed for the redemption of Capital Securities, which shall be any March 15, June 15, September 15 or December 15 on or after March 15, 2011.
"Redemption Price" means 100% of the principa l amount of the Debentures being redeemed plus accrued and unpaid interest on such Debentures to the Redemption Date.

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(b) Upon the repayment in full at maturity or redemption in whole or in part of the Debentures (other than following the distribution of the Debentures to the Holders of the Securities), the proceeds from such repayment or payment shall concurrent l y be applied to redeem Pro Rata at the applicable Redemption Price, Securities having an aggregate liquidation amount equal to the aggregate principa l amount of the Debentures so repaid or redeemed; provided, however, that holders of such Securities shall be given not less than 30 nor more than
60 days' notice of such redemption (other than at the scheduled maturity of the Debentures).
(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 t o be redeemed will be as described in Section 4(e)(ii) below.
(d) The Trust may not redeem fewer than all the outstanding Capita l Securities unless all accrued and unpaid Distributions have been paid on all Capital Securities for all quarterly Distribution periods terminating on or before the date of redemption.
(e) Redemption or Distribution Procedures.
(i) Notice of any redemption of, or 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 fixed for redemption or exchange thereof which, in the case of a redemption, will be the date fixed for 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 th e d a y such notice is first mailed by first-class mail, postage prepaid, to Holders of such Securities. Each Redemption/Distribution Notice sha ll be addressed to the Ho l d e rs of such Securities at the address of each such Holder appearing on the books and records of the Registrar. No defect in the Redemption/Di s tribution Notice or in the mailing thereof with respect to any Holder shall affect the validity of the redemption or exchange proceedings with re s pect to any other Holder.
(ii) In the event that fewer than all the outstanding Securities are to be redeemed, the Securities to b e redeemed sha ll be redeemed Pro Rata from each Holder of Capital Securitie s.
(iii) If the Securities are to be redeemed and the Trust give s a Redemption/Distribution Notice, which notice may only be is s ued if the Debentures are redeemed as s et out in this Section 4 (which notice will be irr e vocable), then, provided, that the Institutiona l Trustee has a sufficient amount of cash in connection with the related redemption or maturit y of the Debentures, the Institutional Trustee will, with respect to Book-Entry Capital Securiti e s, on the Redemption Date, irrevocably deposit with the Depositary for such Book Entry Capital Securiti e s, to the extent availab l e therefore, funds sufficient to pay the relevant Redemption Price and will give such Depositary irrevocable instructions and authority to pay the Redemption Price to the Owners of the Capital Securities. With respect to Capital Securities that are not Book-Entry Capital Securities, the Institutiona l Trustee will pay, to the extent available therefore, the relevant Redemption Price to the Holders of such S e curities by check mailed to the address of each such Holder appearing on the books and records of the Trust on the redemption date. If a Redemp t ion/DistributionNotice shal l have been given and funds deposited as required, then immediately prior to the clo s e of business on the date of such deposit, Distribution s will ceas e to accrue on the Securities so called for redemption and all rights of Holders of such Securitie s so called for

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redemption will cease, except the right of the Holders of such Securities to receive the applicable Redemption Price s pecified in Section
4(a). If any d a te fixed for redemption of Securities is not a Bu s iness Day, then payment of any such Redemption Price payable on such date will be made on the next succeeding day that i s a Business Day except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Busin e ss Day, in each case with the s ame force and effect as if made on such date fi x ed for redemption. If payment of the Redemption Price in respect of any S e curities is improperly withheld or r e fused and not paid e ither by the Tru s t or by the Debenture Issuer as guarantor pursuant to the Guarantee, Di s tribut i on s on s uch Securities will continue to accrue at the then applicable rate from the original r e d e mption date t o the a ctual date of payment, in which case the actual payment date will be con s idered the date fi x ed for redemption for purpose s o f calculating th e Red e mption Price. In the ev ent of any r e demption of th e Capital Se c uritie s i ss ued by the Tru s t in part, the Tru s t shall not be requir e d to (i) i s sue, re g ister the tran s fer of or exc hange any Security durin g a period beginning at the opening of busines s 15 da ys befor e any s e lection for redemption of th e Capita l Securities and ending at the close of busine s s on the earlie s t date on w hich 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.
(iv) Redemption/Distribution Notices shall be sent by the Trust (A) in respect of the Capital Securities, to the Holders thereof: and (B) in respect of th e Common Securities, to the Holder thereof.
(v) Subject to the foregoing and applicable law (including, without limitation, United States federal securities laws), and pro v ided, that the a c quiror is not the Holder of the Common Securities or the obligor under the Indenture, the Sponsor or any of its subsidiaries may at anytime and from time to time purchase outstanding Capi t al 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 otherwi s e required by la w and the Declaration, the Holders of the Capital Securities will ha v e 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, ha v e the right to direct the time, method, and place of conducti n g 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 the right to direct the Institutional Trustee, as holder of the Debentures, to (i) exercise the remedies available under the Indenture as the holder of the Debentures, (ii) waive any past default that is waivable under the Indenture, (iii) exercise any right to rescind or annul a declaration that th e principal of all the Debentures shall be due and payable or (iv) consent 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

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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 con t inuing and such event is attributable to the failure of the Debenture I ssue r to pay interest or premium, if any, on or principal of the Debentures on the date such interest, premium, if any, on or principa l is payable (or in the case of redemption, the redemption date), then a Holder of record of the Capital Securities may directly institute a proceeding for enforcement of payment, on or after the respective due d ates specified in the De b entures, to s u ch Ho ld er directly of the principal of o r premium, if any, or inte r est on the Debentures having an aggregate principal amount equa l to th e aggregate liquidation amount of the Capital Securities of such Holder. The Institutional Trustee shall notify all Holde r s of the Capital Securities of any defa u lt actually known to the Institutional Trustee with respect to the Debentures un J ess (x) such default has been cu r ed prio r to the giving of such notice or (y) the Institutional Trustee determines in good fait h that the withholding of such notice is in the interest of the Holders of suc h Capital Securities, except where the default relates to the payment of principal of o r interest on any of the Debentures. Such not i ce shall state that such Indenture Event of Defa u lt a l so const it utes an Event of Default hereunder. Except with respect t o directing the time, method and place of conducting a proceeding for a remedy, the Institutional Trustee sha ll not take any of the actions described in clause (i), (ii) or (iii) above unless the Institutional Trustee has obtained an opinion of tax counsel to the effect that, as a resu l t of s u ch action, the Trust wi ll not be classified as other than a grantor trust for United States federal income tax purposes.
In the event the consent of the Institutional Trustee, as the holde r of the Debentures is required under the Indenture with respect to any amendment, modification or termination of the Indenture, the Institutional T ru stee may request the written direction of the Holders of the Securities with respect to suc h ame n dment, modification or termination an d sha ll vote wit h res p ect to s u ch amendment, mod i fication o r termination as directed by a Majority i n liquidation amount of the Securities vot i ng together as a single class; provided, however, that where a consent under the Inde n ture would require the consent of a Su p er Majority, the Institutional Trustee may only give such consent a t the writte n direction of the Ho l ders of not l e ss than the proportion in l iquidation amount of such Securities out s tanding which the re l evant Super Majority represen t s of the aggregate principal amount of the Debentures outstanding. The Institutiona l Trustee sha ll not take any such action i n accordance with the written directions of t h e Ho l ders of t he Securities unless the Institu t iona l Trustee has obtaine d an op i nion of tax counse l to the effect t h at, as a res ul t of s u ch act i on, t h e Trust wi ll not be classified as other than a grantor trust fo r United S tates federal income t ax purposes.
A waive r of an In de n ture Event of Defa ul t w ill constitute a waive r of the correspond in g Event of Default hereunder. Any required approva l or direction of Holders of the Capital Sec u ri t ies may be given at a separate meeting of Ho l ders of the Capita l Securities convened for s u ch purpose, at a meeting of a ll of the Ho l ders of the Securities in the Trust or pursuant t o wri tt e n consent. The Institut i ona l Trustee will cause a notice of any meeting at which Ho l ders of t h e Ca p ita l Securities are entitled to vote, or of any matter upon which ac t ion b y written consent of such Ho l ders is t o be t ake n, to be mailed to each Ho ld er of record of t h e Capita l Sec u rities. Eac h s u c h notice will inc l ude a statement setting forth the following informatio n (i) the date of such mee t ing or the date by which such action is to be taken, (ii) a descri p tion of any resolution proposed for adop t ion a t suc h meet i ng on which suc h Holde r s are ent i tled to vote or of such matter upon whic h written consent is sought and (iii) instructions for the delivery of proxies or consents. No vote or consent of t h e H olders of the

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Capita l Securit i es will be requi r ed for the Trust to r e d eem an d cance l Capital Securities o r to distrib u te the Debentures in acco r dance with the D ec l aration and t he terms of the Securities.
Notwithstanding t h at Holders of t he Capital Securities are entitled to vote or consent un der any of the circumstances described above, any of the Capital Securities that are owned by the Sponsor or any Affi l iate of the Sponsor shall not entitle the Holde r 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 wi ll Ho l ders of the Capital Securities have the right to vote to appoint, r emove or replace t h e Administr a tors, whic h voting rights are vested exc l usively in the Sponso r as the Ho l der of a ll of the Common Securities of the Trust. Under certain circumstance s as more fully d escribe d in the Declaration, Holders of Capita l Securities have the right to vote to appoint, remove or rep l ace the Institutional Trus t ee and the De l aware Trustee.
6. Voting Rights - Common Securities.
(a) Exc e pt as provided under Sections 6(b), 6(c) and 7 and as otherwise required by l aw and the Dec l aration, the Common Securities will have no voting rights.
(b) The Holders of the Common Securities are entitled, in accordance w ith Article IV of the Dec l aration, to vote to appoint, remove or replace any Administrators.
(c) Subject t o Section 6. 7 of the Declaration and on l y after each Event of Default (if any) with respect to the Capita l Securities has been cured, waived or oth e rwi s e eliminated and subject t o the requirements of t h e second to l ast sentence of this paragraph, the Holders of a Majority in li quidation amount of the Common Securities, vo t ing separately as a c l as s, may di r ect the time, met h od, and p l ace of conducting any proceeding for any remedy avai l ab l e to th e Institutional Trustee, or exercising any trust or power conferred upon the Institutiona l Trustee unde r the Declaration, including (i) directing the time, method, place of conduct i ng any p roceeding for any remedy avai l ab l e to the Debenture Trustee, or exercising any trust or power conferred on t h e Debent ur e T ru stee with respect to the Debentures, (ii) waiving any pas t default and its consequences that are waivab l e under the Indenture, or (iii) exe r cising any right to r escind or annu l a d ec l aration that the principa l of all the Debentures shall be d ue and payab l e, provided, h owever, t h at, w h ere a consent or action under the In d enture would require a Super Majority, the Institutiona l Trustee may only give suc h consent or take such action at the written direction of the Ho ld e r s of not less than the p roportion in liquidation amount of the Common Securities w hi c h the r e l evant Su pe r Majori t y represen t s of the aggregate principa l amount of the D e b entures outstanding. Notwithstanding this Section 6(c), the Institutional Trustee shall not r evoke any act i on previo u sly autho ri zed o r app r oved by a vote or consent of the Ho l ders of the Capita l Sec u rities. Ot h er than wit h res p ec t to directing the time, met h od and pl ace of conducting any p roceeding for any r emedy avai l ab l e t o the Institutiona l Trustee o r the D e b enture Trustee as se t forth above, t he Institutiona l Trustee sha ll not take any action describe d in c l ause (i), (ii) o r (i ii) above, un l ess the Institu ti ona l Trustee has obtaine d an opinion of t ax counsel to the effect t h at fo r t he purposes of U ni ted States federal income tax the Trust wi ll not be classified as other than a grantor trust on account of such action. If t he Institutional Trustee fails to enforce its rights un d er t h e Dec l aration, t o the fullest exte n t permitted by law any 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.
Any approval or direction of Holders 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

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Administrators will cause a notice of any meeting at which Holders of the Common 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 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 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 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.
(a) 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 not less than 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 the affected 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 a Majority in liquidation amount of such class of Securities.
(b) 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.
(c) Notwithstandin g the for e going, no amendment or modification m a y be mad e to the Declaration if s uch amendment or modification would (i) cau se th e Tru s t to be cl ass ified for purp os e s of United States fed e ral incom e ta x ati o n as other than a grantor trust, (ii) r e duc e or otherwise ad v er s el y aff e ct th e pow e rs of the Institutional Tru s tee or (iii) cau se the Tru s t to be deemed an "inve s tment company" which is requir e d to be r e gist e red under the In v e s tment Company Act.
(d) Notwithstanding any provision of the Declaration, the right of any Holder of the Capital Securitie s to receiv e payment of d is tributions and other payments upon red e mption or oth e rwise, on or after their re s p e cti v e due dat es, or to inst i tute a s uit for the enforcement of any such payment on or after su c h re s pective dat es, shal l not be impaired or affected without th e consent of such Holder. For th e protection and enfor ce ment of th e foregoing provision, e ach and every Holder of the Capital Se c uritie s s hall be entitled to such relief as can be given either at law or equity.

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8. Pro Rata. A r e fer e nce in th e se term s of the Securities to any paym e nt, distribution or tr e atm e nt as being "Pro Rata" s hall m e an pro rata to each Holder of the Securities according to the aggregate liquidation amount of the S e curitie s held b y the rel e vant Hold e r in r elation to the aggregate liquidation amount of all Securities outstanding unless, in relation to a payment, an E v ent of Default has occurred and i s continuing, in which case any fund s 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 S e curities held by the relevant Holder relative to the a g gregate liquidation amount of all Capital Securities outstanding, and onl y after satisfaction of all amounts owed to the Hold e rs of the Capital Securities, to each Holder of the Common Securitie s Pro Rata according to the aggregate liquidation amount of the Common Securities held by the rele v ant Hold e r relative to the aggregate liquidation amount of all Common Securities outstanding.
9. Ranking. The Capital Securitie s rank pari passu with, and pa yme nt thereon shall be made Pro Rata with, th e Common Securiti es except that, where an E v ent of Default has occurred and is continuing, the rights of Holders of the Common S e curities to receive payment of D is tributions and paym e n t s upon liquidation, r e d e mption and otherwise are s ubordinated to th e rights of the Hold e rs of the Capital Securitie s with the re s ult that no payment of any Distribution on, or Redemption Pric e or Special Redemption Price of, any Common S e curity, and no oth e r payment on a c c ount of redemption, liquidation or oth e r acquisition of Common S e curiti e s, shall be made unle s s payment in full in cash o f a ll ac cumul a ted and unpaid D is tribution s on all out s tanding Capital S e curiti e s for all di s tribution periods terminating on or pri o r thereto, or in the case of payment of the Redemption Price or Special Red e mption Price th e full amount of such Red e mpt io n Price or the Sp e cial Red e mption Price on all out s tandin g Capital S e curitie s th e n called for redemption, s h a ll have been made or pro v ided for, and all fund s immedi a tely avail a bl e to th e In s titutional Tru s t ee s h a ll fir s t be appli e d to the p a yment in full in cash o f all Distributi o ns on, or th e R e demption Price or th e Special Redempti o n Pric e of, the C apital S e curitie s th e n due and pa ya ble.
10. A c ceptan c e o f Guarant ee and Indentur e. Ea c h Hold e r of the Ca pit a l Securit i e s and th e C ommon S e curiti es, by the ac c eptan c e o f such Se c uri t ie s, a grees to th e pro v i s i o n s of the Guarante e, in c ludin g the s ubordinati o n pro v i si on s therein and to th e p r o v ision s of the Indenture.
11. No Preemptive Rights. The Holders of the Securitie s shall have no, and the i ssuance of the Securities is not subject to, preemptive or simi l ar rights to s ubscri b e for an y a d ditiona l securities.
1 2. Mi s cellaneous. These terms con s titute a part of the Declaration. The Sponsor will provide a copy of th e Dec l aration, the Guarantee, and the Indenture to a Holder without charge on written request to the Sponsor at it s prin c ipa l place of bus i ne ss.

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EXHIBIT A-1
FORM OF CAPITAL SECURITY CERTIFICATE
[FORM OF FACE OF SECURITY]
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 REG I STRATIONOR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRAT I ON REQUIREMENTS OF T HE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERW I SE TRANSFER SUCH SECURITY ONLY (A) TO THE DEBENTURE ISSUER OR TH E TRUST, (B) PURSUANT TO R ULE
1 44A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THE HOLDER
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 14 4 A THAT PURCHASES FOR IT S OWN ACCOUNT OR FOR THE ACCOUNT OF A Q UALIFIED INSTITUTIONAL BUYER TO WHOM N O TICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO A ''N ON U.S. P E R SON" IN AN "OFFSHORE TRANSACTION" PURSUANT TO REGULATIONS UNDE R THE S ECURITIES AC T, (D) P URSUANT TO AN EXEMPTION FROM THE RE GIS TRATION REQUIREMENTS O F THE SECURITIES ACT T O AN "ACCRE D ITE D INVESTO R" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) O R (7) OF R ULE 501 UNDE R TH E SECURITIES ACT THAT I S ACQUIRING THE SECURITY FOR I TS O WN ACC O UNT, OR FOR THE ACCOUNT OF SUCH AN "ACCREDITE D INVESTOR," FOR INVESTMENT P URPOSES AND NOT WIT H A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHE R AVAILABLE EXEMPTION FROM THE REG I STRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE DEBENTURE ISSUER'S AND THE TRUST'S RIGHT PRIOR TO ANY SUC H OFFER, SALE OR TRANSFER P URSUANT TO CLAUSE S (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INF O RMATION SATISFACTORY TO EACH OF THEM IN ACCORDANCE WITH THE AMENDED AND RESTATED DECLARATION OF TRUST, A COPY OF WHICH MAY BE OBTAINED FROM TH E DEBENTURE ISSUER OR THE TRUST. THE HOLDER OF THIS S ECURITY BY ITS ACCEP T ANCE HEREOF AGREES THAT I T WILL COMPLY WITH THE FOREGOING RESTRICTIONS.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS AND WARRANTS THAT IT WILL NOT ENGAGE IN HE D GING TRANSACTIONS INVOLVING THIS SECURITY UNLESS SUC H TRANSACTIONS ARE IN C O MPLIANCE WITH THE SECURITIES ACT.
THE HOL D ER OF THIS SECURITY BY IT S ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THA T IT I S NOT AN EMP L OYEE BENEFIT,INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJEC T TO T I TLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1 97 4, AS AMENDE D ("ERI S A"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE O F 1 986, 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 THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTION RELIEF

| A-1-1 |
AU\4171309.5 358764-2 |  |

AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIB I TED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-3 8, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF TIDS SECURITY IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECT I ON 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE DEEMED TO HA VE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF 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 PURCHAS E, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF BRISA OR SECTION 4975 OF THE CODE FOR WHICH T HERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.
IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THE CERTIFICATE WILL DELIVER TO THE REGISTRAR AND TRANSF E R AG EN T SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE AMENDED AND RESTATED D ECLARATION 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 T O BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY
SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUT I ONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREE S HALL BE D EEMED TO HA VE NO INTEREST WHATSOEVER IN THIS SECURITY.

| A-1-2 |
AU\4171309.5 358764-2 |  |

Certificate Number [P-001] | Number of Capita] Securities: 26,000

Certificate Evidencing Capital Securities
of
Central Bancorp Statutory Trust I
TP Securities
(liquidation amount $1,000 per Capital Security)
Central Bancorp Statutory Trust I, a statutory trust created under th e laws of the State of Delaware (the "Trust"), hereby certifies that Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Holder"), is the registered owner of 26,000 capital securities of the Trust representing undivided beneficial interests in the assets of the Trust, designated the TP Securities (liquidation amount $1,000 per Capital Security) (the "Capital S e curities"). Subj e ct to the Declaration (as defined below), the Capital Securiti e s 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 represent e d hereby are issued pur s uant to, and the designation, rights, privileges, restrictions, pr e ferences and other terms and provisions of the Capital Securities shall in all respects be subject to, the provisions of the Amended and Restat e d Declaration of Trust of the Trust, dated as of December 27, 2005, among Keith Ward and James D. Yoo, as Administrators, Chase Bank USA, National Association, as Delaware Trust e e, JPMorgan Chase Bank, National Association, as Institutional Trustee, Central Bancorp, Inc., as Sponsor, and the holders from time to time of undivided beneficial interests in the assets of the Tru s t, 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"). Capitali z ed 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 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 Security, the Holder is bound by the Declaration and is entitled to the benefits thereunder.
By acceptance of this Security, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Capita l Securities as evidence of beneficial ownership in the Debentures.
This Capital Security is governed by, and sha ll be construed in accordance with, the laws of the State of Delaware, without regard to principles of conflict of l aws.

| A-1-3 |
AU\4171309.5 358764-2 |  |

IN WITNESS WHEREOF, the Trust has duly exec u ted this certificate.

| Central Bancorp Statutory Trust I
| By: |
|  | Name: |
|  | Title: | Administrator
| Dated: |

CERTIFICATE OF AUTHENTICATION
This i s one of the Capi t al Securities referred to in the within-mentioned Declaration.

| JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,not in its individual capacity but solely as Institutional Trustee
| By: |
|  | Authorized Signature
| Dated: |

| A-1-4 |
AU\4171309.5 358764-2 |  |

[FORM OF REVERSE OF SECURITY]
Distributions payable on each Capital Security will be payable at a fixed rate of 6.255% (the "Fixed Rate") per annum from December 27, 2005 until March 15, 2011 (the "Fixed Rate Period") and thereafter at a variable per annum rate of interest, reset quarterly, equal to LIBOR (as defined in the Declaration) plus 1.40% (the "Variable Rate" and together with the Fixed Rate, the "Coupon Rate") of the stated liquidation amount of $1,000 per Capital Security (provided, however, that the Coupon Rate for any Distribution Payment Period may not exceed the highest rate permitted by New York law, as the same may be modified by United States law of general applicability), such Coupon Rate being the rate of interest payable on the Debentures to be held by the Institutional Trustee. Distributions in arrears for more than one quarterly period will bear interest thereon compounded quarterly at the then applicab l e Coupon Rate for each such quarterly period (to the extent permitted by applicable law). The term "Distributions" as used herein includes cash distributions, any such compounded distributions and any Additional Interest payab l e 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 Institutiona l Trustee has funds legally available in the Property Account therefor. During the Fixed Rate Period, the amount of Distributions payable for any Distribution Payment Period will be computed for any full quarterly Distribution Payment Period on the basis of a 360-day year of twelve 30-day months and the amount payable for any partial period s hall be computed on the basis of the number of days elapsed in a 360-day year of twelve 30-day months. Upon expiration of the Fixed Rate Period, distributions will be computed on the basis of a 360-day year and the actual number of days elapsed in the relevant Distribution Payment Period.
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 March 15, June 15, September 15 and December 15 of each year, commencing on March 15, 2006 (each, a "Distribution Payment Date"). Upon submission of Notice, and so long as no Event of Default pursuant to paragraphs (c), (e) or (f) of Section 5.01 of the Indenture has occurred and is continuing the Debenture Issuer has the right under the Indenture to defer payments of interest on the Debentures by extending the interest distribution period for up to 20 consecutive quarterly periods (each, an "Extension Period") at any time and from time to time on the Debentures, subject to the conditions described below, during which Extension Period no interest shall be due and payable (except any Additional Interest that may be due and payable). 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 equa l to the Coupon Rate in effect for each such Extension Period, compounded quarterly from the date such Deferred Interest would have been payable were it not for the Extension Period, to the extent permitted by l aw. No Extension Period may end on a date other than a Distribution Payment Date. At the end of any such Extension Period, the Debenture Issuer sha ll pay all Deferred Interest then accrued and unpaid on the Debentures; provided, however, that no Extension Period may extend beyond the Maturity Date. Prior to the termination of any Extension Period, the Debenture Issuer may further extend such period; provided, that such period together with all such previous and further consecutive extensions thereof shal l not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date, Redemption Date (to the extent redeemed) or Special Redemption Date. 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 foregoing req u irements. No interest or Deferred Interest (except any Additional Amounts that may be due and payab l e) 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 wou l d otherwise have been due and payable during such Extension Period until such installment is paid. 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 record date immediately preceding such date. Distributions on the Securities must be paid on the dates payable (after giving effect to any Extension Period) to the extent that the Trust has funds legally available for the payment of such distributions in the Property Account

| A-1-5 |
AU\4171309.5 358764-2 |  |

of the Trust. The Trust's funds available for Distribution 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.
The Capital Securities shall be redeemable as provided in the Declaration.

| A-1-6 |
AU\4171309.5 358764-2 |  |

ASSIG NMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers this Capital Security Certificate to:

(Ins e rt a s s ign e e's soci a l s ec urity or t ax id e nt i fica t ion number)
(Insert address and zip code of as si gnee),
and irrevocably appoints____________________________ as ag e nt to transfer this Capital Security Certificate on th e books of th e Tru s t. The agent ma y substitute another to a c t for it, him or h e r.
Date: |  |
Signature: |  |
(Sign e xactl y as your name appears on the o ther s ide of thi s Capital Securi ty 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 |
AU\4171309.5 358764-2 |  |

EXHIBIT A-2
FORM OF COMMON SECURITY CERTIFICATE
THIS COMMO N SECURITY HAS NOT BEEN REGISTERED UND E R THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY ST A T E SECURIT IE S LAWS OR ANY OTHER APPLICABLE S EC URITIES L A WS AND MAY NOT BE OFFERED, SOLD, PLEDG E D OR OTHERWI S E TRANSFERRED EXC E PT PURS U ANT TO AN EXEMPT I ON FROM REG I STRAT I ON.
E X C EPT AS S E T FORTH IN SE C TIO N 8.l(b) O F THE DE C LARATIO N {AS DEFINED BE L OW), THIS SE CURITY MAY N OT B E O FFE RED, SOLD, PL E D GE D OR OTHERWISE

| A-2-1 |
AU\4171309.5 358764-2 |  |

Certificate Number [C-001] | Number of Common Securities: 805

Certificate Evidencing Common Securities
of
Central Bancorp Statutory Trust I
Central Bancorp Statutory Trust I, a statutory trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that Central Bancorp, Inc. (the "Holder") is the registered owner of 805 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 27, 2005, among Keith Ward and James D. Yoo, as Administrators, Chase Bank USA, National Association, as Delaware Trustee, JPMorgan Chase Bank, National Association, as Institutional Tru s tee, 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"). Capitali ze d terms used herein but not defined shall have the meaning given them in the Declaration. The Sponsor wi11 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 continuin g, the rights of Holders 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 D e claration 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 Common Security is 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 |
AU\4171309.5 358764-2 |  |

IN WITNESS WHEREOF, the Trust has execute d this certificate Dec e mber 27, 2005.

| Central Bancorp Statutory Trust I
| By: |
|  | Name: |
|  | Title: | Administrator

| A-2-3 |
AU\4171309.5 358764-2 |  |

[FORM OF REVERSE OF SECURITY]
Distributions payab l e on each Common Security will be pa y able at a fixed rate of 6.255% (th e "Fixed Rat e") per annum from December 2 7, 20 0 5 un til March 15, 2 0 11 (th e "Fix e d Rate Period") and th e reafter at a variable per annum rate of int e re s t, r e set quarterly, equal to LIBOR (as defined in the Declaration) plus 1.40% (the "Variable Rat e" and tog e ther with th e Fixed R a te, the "Coupon Rate") o f the stated liquidation amount of $1,000 p e r Capital Security (provided, however, that the Coupon Rate for any Di s tribution Paym e nt Period may not e x c ee d the highe s t rate permitt e d by Ne w York l aw, as the s ame may b e modified b y Uni te d S t ates law o f gener a l applicability), such Coupon Rate being the rate of interest payable on the Debentur es to b e h e ld by the Institutional Trustee. Di s tributions in arrear s for mor e than o ne quart e rl y p e riod wi ll b e ar interest th e reon compounded quarterl y at the then applicab l e Coupon Rate (d e fined to include the Fixed Rate and Variable Rate, as appli c able) fo r e ach su c h quarterl y period (to the extent permitted by applicab l e law). The term "Distributions" as used h e rein inc l ud es c ash distributions, any such compounded distributions and any Additiona l Interest payab l e on th e D e benture s unl ess otherwise s t ated. A Distribution is pa y ab l e onl y to th e ext e nt that paym e nts are made in r e sp ec of the Debentures held by the Institutional Tru s tee and to the exten t th e In s tituti o nal Trustee has funds l ega ll y available in the Property Account therefor. During the Fixed Rate Peri o d, the amou n t of D i stributions payab l e for any period wilJ be computed for any fu ll quarterly Distribution p eriod on the basis of a 360-day yea r of twelve 30-da y months and th e amount payab l e for any partia l period shall be computed on the basis of the number of days elapsed in a 360-d ay year of twe l v e 30-day months. Upon expiration of the Fixed Rate Period, di s tribution will be comp u ted on the basis of a 360-day year and the actual number of days elapsed in the relevant Distribution Payment Period.
Except as otherwise described below, Distributions on the Common Securities will b e c u m u lative, wi ll accrue from the date of original issuance and wi ll be payab l e quarterly in arrears on Marc h 15, June 15, Sep t embe r 1 5 and Decembe r 15 of each y ear, comme n c i ng on March 15, 2006 (each, a "Distribution Payment Date"). Upon submission of Notice, and so long as no E v en t of D efau lt pursuant to paragraphs (c), (e) or (f) of Sec t ion 5.0 1 of the Indenture has occurred and is contin ui ng the Debenture I ssuer h as the ri ght und e r the Indenture to defer payments of interest on the Debentures by extending the interest distribution p e riod for up to 20 c onsecutive quarterly periods (each, an "Ext e nsion Period") at any time and from time t o time on the Debentures, subjec t to the conditions described below, during which E x tension Period no intere s t s hall be due and paya bl e (except any Additiona l Intere s t tha t may be d u e and paya bl e). During any Extension Pe ri od, interest will continue to accrue on the Deb e ntures, and intere s t on s uc h a cc rued interest (suc h accrued i nterest and inte r es t ther e on referred to h e rein as "Deferred Intere s t") will accrue at an annua l r ate equal to the Coupon Rate in effect for ea c h suc h Extension Period, compounded quarte rl y from the date such D e ferred Int e re s t would have b e e n payable w e re i t not for the Extension Period, to the ex t ent permi tt ed by law. No E x tension Period may end on a date other than a Distribu t ion Payment Date. At the end of any such Extension Period, the Debenture I s s uer sha ll pay a ll Deferred Interest then accrued and unpaid on the Debenture s; provided, howev e r, that no Extensio n Period may extend b ey ond the Maturity Date, Redempti o n Date (to the extent red e em e d) or Spe c ial Redempt i on Date. Prio r to the termination of any E x ten s ion P e ri o d, the Debenture Is s u e r may furth e r extend such period, provided, that s uch period to g ether with al l such previou s and furt h er con s ec u ti v e e x ten s i o n s thereof shal l not e xc ee d 20 c on s ecutiv e quarterl y periods, or extend b eyond the Maturity Dat e, R e d e mption Da te (to the extent redeemed), or Special Redemption Date. 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 foregoing requirements. No interest or Deferred Interest (except any Additional Interest that ma y be due and payable) shall be due and payabl e during an Extension Period, except at the end thereof, but Deferred Interest shall accrue upon each in s tallment of interest that would otherwise have been due and payable during such Extension Period until such installment is paid. If Distributions are deferr e d, the Distributions due shall be paid on the date that the related Extension

| A-2-4 |
AU\4171309.5 358764-2 |  |

Period terminates to Holders of the Securities as they appear on the books and records of the Trust on the record date immediately preceding such date.
Distributions on the Securities must be paid on the dates payable (after giving effect to any Extension Period) to the extent that the Trust has funds legally available for the paym e nt of such distributions in the Property Account of the Trust. The Trust's funds legally available for Distribution to the Holder s 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.
The Common Securities shall be redeemable as provided in the Declaration.

| A-2-5 |
AU\4171309.5 358764-2 |  |

ASSIGNMENT
F OR VALUE RECEIV E D, the under s i gne d ass i gns an d tran s fers thi s C ommon Securit y Certi fi cate to:

(Ins e rt a s s ign e e's soci a l s ec urity or t ax id e nt i fica t ion number)
(Insert address and zip code of as si gnee),
and irrevocably appoints____________________________ as ag e nt to transfer this Common Security Certificate on the books of the Trust. The agent may substitute another to act for him or her.
Date: |  |
Signature: |  |
(Sign e xactl y as your name appears on the o ther s ide of thi s Capital Securi ty 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-2-6 |
AU\4171309.5 358764-2 |  |