INDENTURE

EXHIBIT 10.3









REGIONAL BANKSHARES, INC.,
as Company






INDENTURE
Dated as of April 20, 2006


U.S. BANK NATIONAL ASSOCIATION,
As Trustee


JUNIOR SUBORDINATED DEBT SECURITIES

Due June 15, 2036





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TABLE OF CONTENTS

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Page
ARTICLE I
DEFINITIONS

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SECTION 1.01. Definitions...........................................................................1

ARTICLE II
DEBT SECURITIES

SECTION 2.01. Authentication and Dating.............................................................8

SECTION 2.02. Form of Trustee's Certificate of Authentication.......................................9

SECTION 2.03. Form and Denomination of Debt Securities..............................................9

SECTION 2.04. Execution of Debt Securities..........................................................9

SECTION 2.05. Exchange and Registration of Transfer of Debt Securities.............................10

SECTION 2.06. Mutilated, Destroyed, Lost or Stolen Debt Securities.................................13

SECTION 2.07. Temporary Debt Securities............................................................14

SECTION 2.08. Payment of Interest..................................................................14

SECTION 2.09. Cancellation of Debt Securities Paid, etc............................................15

SECTION 2.10. Computation of Interest..............................................................16

SECTION 2.11. Extension of Interest Payment Period.................................................17

SECTION 2.12. CUSIP Numbers........................................................................18

SECTION 2.13. Income Tax Certification.............................................................18

ARTICLE III
PARTICULAR COVENANTS OF THE COMPANY

SECTION 3.01. Payment of Principal, Premium and Interest; Agreed Treatment of the Debt
Securities...........................................................................19

SECTION 3.02. Offices for Notices and Payments, etc................................................20

SECTION 3.03. Appointments to Fill Vacancies in Trustee's Office...................................20

SECTION 3.04. Provision as to Paying Agent.........................................................20

SECTION 3.05. Certificate to Trustee...............................................................21

SECTION 3.06. Additional Interest..................................................................21

SECTION 3.07. Compliance with Consolidation Provisions.............................................22

SECTION 3.08. Limitation on Dividends..............................................................22

SECTION 3.09. Covenants as to the Trust............................................................23

ARTICLE IV
LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 4.01. Securityholders' Lists...............................................................23

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TABLE OF CONTENTS
(CONTINUED)
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SECTION 4.02. Preservation and Disclosure of Lists.................................................24

SECTION 4.03. Financial and Other Information......................................................25

ARTICLE V
REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT

SECTION 5.01. Events of Default....................................................................25

SECTION 5.02. Payment of Debt Securities on Default; Suit Therefor.................................28

SECTION 5.03. Application of Moneys Collected by Trustee...........................................29

SECTION 5.04. Proceedings by Securityholders.......................................................29

SECTION 5.05. Proceedings by Trustee...............................................................30

SECTION 5.06. Remedies Cumulative and Continuing...................................................30

SECTION 5.07. Direction of Proceedings and Waiver of Defaults by Majority of Securityholders.......30

SECTION 5.08. Notice of Defaults...................................................................31

SECTION 5.09. Undertaking to Pay Costs.............................................................32

ARTICLE VI
CONCERNING THE TRUSTEE

SECTION 6.01. Duties and Responsibilities of Trustee...............................................32

SECTION 6.02. Reliance on Documents, Opinions, etc.................................................33

SECTION 6.03. No Responsibility for Recitals, etc..................................................34

SECTION 6.04. Trustee, Authenticating Agent, Paying Agents, Transfer Agents or Registrar May
Own Debt Securities..................................................................35

SECTION 6.05. Moneys to be Held in Trust...........................................................35

SECTION 6.06. Compensation and Expenses of Trustee.................................................35

SECTION 6.07. Officers' Certificate as Evidence....................................................36

SECTION 6.08. Eligibility of Trustee...............................................................36

SECTION 6.09. Resignation or Removal of Trustee, Calculation Agent, Paying Agent or Debt
Security Registrar...................................................................37

SECTION 6.10. Acceptance by Successor..............................................................38

SECTION 6.11. Succession by Merger, etc............................................................39

SECTION 6.12. Authenticating Agents................................................................39

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TABLE OF CONTENTS
(CONTINUED)
Page

ARTICLE VII
CONCERNING THE SECURITYHOLDERS

SECTION 7.01. Action by Securityholders............................................................41

SECTION 7.02. Proof of Execution by Securityholders................................................41

SECTION 7.03. Who Are Deemed Absolute Owners.......................................................42

SECTION 7.04. Debt Securities Owned by Company Deemed Not Outstanding..............................42

SECTION 7.05. Revocation of Consents; Future Securityholders Bound.................................42

ARTICLE VIII
SECURITYHOLDERS' MEETINGS

SECTION 8.01. Purposes of Meetings.................................................................43

SECTION 8.02. Call of Meetings by Trustee..........................................................43

SECTION 8.03. Call of Meetings by Company or Securityholders.......................................43

SECTION 8.04. Qualifications for Voting............................................................44

SECTION 8.05. Regulations..........................................................................44

SECTION 8.06. Voting...............................................................................44

SECTION 8.07. Quorum; Actions......................................................................45

SECTION 8.08. Written Consent Without a Meeting....................................................46

ARTICLE IX
SUPPLEMENTAL INDENTURES

SECTION 9.01. Supplemental Indentures without Consent of Securityholders...........................46

SECTION 9.02. Supplemental Indentures with Consent of Securityholders..............................47

SECTION 9.03. Effect of Supplemental Indentures....................................................48

SECTION 9.04. Notation on Debt Securities..........................................................49

SECTION 9.05. Evidence of Compliance of Supplemental Indenture to be furnished to Trustee..........49

ARTICLE X
REDEMPTION OF SECURITIES

SECTION 10.01. Optional Redemption..................................................................49

SECTION 10.02. Special Event Redemption.............................................................49

SECTION 10.03. Notice of Redemption; Selection of Debt Securities...................................50

SECTION 10.04. Payment of Debt Securities Called for Redemption.....................................50

ARTICLE XI
CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

SECTION 11.01. Company May Consolidate, etc., on Certain Terms......................................51

SECTION 11.02. Successor Entity to be Substituted...................................................52

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TABLE OF CONTENTS
(CONTINUED)
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SECTION 11.03. Opinion of Counsel to be Given to Trustee............................................52

ARTICLE XII
SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 12.01. Discharge of Indenture...............................................................52

SECTION 12.02. Deposited Moneys to be Held in Trust by Trustee......................................53

SECTION 12.03. Paying Agent to Repay Moneys Held....................................................53

SECTION 12.04. Return of Unclaimed Moneys...........................................................53

ARTICLE XIII
IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 13.01. Indenture and Debt Securities Solely Corporate Obligations...........................54

ARTICLE XIV
MISCELLANEOUS PROVISIONS

SECTION 14.01. Successors...........................................................................54

SECTION 14.02. Official Acts by Successor Entity....................................................54

SECTION 14.03. Surrender of Company Powers..........................................................54

SECTION 14.04. Addresses for Notices, etc...........................................................55

SECTION 14.05. Governing Law........................................................................55

SECTION 14.06. Evidence of Compliance with Conditions Precedent.....................................55

SECTION 14.07. Non-Business Days....................................................................56

SECTION 14.08. Table of Contents, Headings, etc.....................................................56

SECTION 14.09. Execution in Counterparts............................................................56

SECTION 14.10. Severability.........................................................................56

SECTION 14.11. Assignment...........................................................................56

SECTION 14.12. Acknowledgment of Rights.............................................................56

ARTICLE XV
SUBORDINATION OF DEBT SECURITIES

SECTION 15.01. Agreement to Subordinate.............................................................57

SECTION 15.02. Default on Senior Indebtedness.......................................................57

SECTION 15.03. Liquidation; Dissolution; Bankruptcy.................................................58

SECTION 15.04. Subrogation..........................................................................59

SECTION 15.05. Trustee to Effectuate Subordination..................................................60

SECTION 15.06. Notice by the Company................................................................60

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TABLE OF CONTENTS
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SECTION 15.07. Rights of the Trustee, Holders of Senior Indebtedness................................61

SECTION 15.08. Subordination May Not Be Impaired....................................................61


EXHIBITS

EXHIBIT A FORM OF DEBT SECURITY
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THIS INDENTURE, dated as of April 20, 2006, between Regional
Bankshares, Inc., a bank holding company incorporated in South Carolina
(hereinafter sometimes called the "Company"), and U.S. Bank National Association
as trustee (hereinafter sometimes called the "Trustee").

W I T N E S S E T H:

WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the issuance of its Junior Subordinated Debt Securities due June 15,
2036 (the "Debt Securities") under this Indenture and to provide, among other
things, for the execution and authentication, delivery and administration
thereof, the Company has duly authorized the execution of this Indenture.

NOW, THEREFORE, in consideration of the premises, and the purchase of
the Debt Securities by the holders thereof, the Company covenants and agrees
with the Trustee for the equal and proportionate benefit of the respective
holders from time to time of the Debt Securities as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Definitions.

The terms defined in this Section 1.01 (except as herein otherwise
expressly provided or unless the context otherwise requires) for all purposes of
this Indenture and of any indenture supplemental hereto shall have the
respective meanings specified in this Section 1.01. All accounting terms used
herein and not expressly defined shall have the meanings assigned to such terms
in accordance with generally accepted accounting principles and the term
"generally accepted accounting principles" means such accounting principles as
are generally accepted in the United States at the time of any computation. The
words "herein," "hereof' and "hereunder" and other words of similar import refer
to this Indenture as a whole and not to any particular Article, Section or other
subdivision.

"Additional Interest" shall have the meaning set forth in Section 3.06.

"Additional Provisions" shall have the meaning set forth in Section
15.01.

"Authenticating Agent" means any agent or agents of the Trustee which
at the time shall be appointed and acting pursuant to Section 6.12.

"Bankruptcy Law" means Title 11, U.S. Code, or any similar federal or
state law for the relief of debtors.

"Board of Directors" means the board of directors or the executive
committee or any other duly authorized designated officers of the Company.


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"Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification and delivered to the Trustee.

"Business Day" means any day other than a Saturday, Sunday or any other
day on which banking institutions in Boston, Massachusetts, New York City or the
city of the Principal Office of the Trustee or the Company are permitted or
required by any applicable law or executive order to close.

"Calculation Agent" means the Person identified as "Trustee" in the
first paragraph hereof with respect to the Debt Securities and the Institutional
Trustee with respect to the Trust Securities.

"Capital Securities" means undivided beneficial interests in the assets
of the Trust which are designated as "TP Securities" and rank pari passu with
Common Securities issued by the Trust; provided, however, that if an Event of
Default (as defined in the Declaration) has occurred and is continuing, the
rights of holders of such Common Securities to payment in respect of
distributions and payments upon liquidation, redemption and otherwise are
subordinated to the rights of holders of such Capital Securities.

"Capital Securities Guarantee" means the guarantee agreement that the
Company will enter into with U.S. Bank National Association or other Persons
that operates directly or indirectly for the benefit of holders of Capital
Securities of the Trust.

"Capital Treatment Event" means, if the Company is organized and
existing under the laws of the United States or any state thereof or the
District of Columbia, the receipt by the Company 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 Company 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 Debt Securities, 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 Company 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 Company (or if the Company
is not a bank holding company, such guidelines applied to the Company as if the
Company were subject to such guidelines); provided, however, that the inability
of the Company 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 Company 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 Debt Securities in connection with the liquidation of

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the Trust by the Company 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.

"Certificate" means a certificate signed by any one of the principal
executive officer, the principal financial officer or the principal accounting
officer of the Company.

"Common Securities" means undivided beneficial interests in the assets
of the Trust which are designated as "Common Securities" and rank pari passu
with Capital Securities issued by the Trust; provided, however, that if an Event
of Default (as defined in the Declaration) has occurred and is continuing, the
rights of holders of such Common Securities to payment in respect of
distributions and payments upon liquidation, redemption and otherwise are
subordinated to the rights of holders of such Capital Securities.

"Company" means Regional Bankshares, Inc., a bank holding company
incorporated in South Carolina, and, subject to the provisions of Article XI,
shall include its successors and assigns.

"Debt Security" or "Debt Securities" has the meaning stated in the
first recital of this Indenture.

"Debt Security Register" has the meaning specified in Section 2.05.

"Declaration" means the Amended and Restated Declaration of Trust of
the Trust dated as of April 20, 2006, as amended or supplemented from time to
time.

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

"Defaulted Interest" has the meaning set forth in Section 2.08.

"Deferred Interest" has the meaning set forth in Section 2.11.

"Event of Default" means any event specified in Section 5.01, which has
continued for the period of time, if any, and after the giving of the notice, if
any, therein designated.

"Extension Period" has the meaning set forth in Section 2.11.

"Federal Reserve" means the Board of Governors of the Federal Reserve
System.

"Indenture" means this instrument as originally executed or, if amended
or supplemented as herein provided, as so amended or supplemented, or both.

"Initial Purchaser" means the initial purchaser of the Capital
Securities.

"Institutional Trustee" has the meaning set forth in the Declaration.



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"Interest Payment Date" means March 15, June 15, September 15 and
December 15 of each year, commencing on June 15, 2006, during the term of this
Indenture.

"Interest Payment Period" means the period from and including an
Interest Payment Date, or in the case of the first Interest Payment Period, the
original date of issuance of the Debt Securities, to, but excluding, the next
succeeding Interest Payment Date or, in the case of the last Interest Payment
Period, the Redemption Date, Special Redemption Date or Maturity Date, as the
case may be.

"Interest Rate" means, with respect to any Interest Period, a per annum
rate of interest, equal to LIBOR, as determined on the LIBOR Determination Date
for such Interest Payment Date, plus 1.77%; provided, however, that the Interest
Rate for any Interest 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.

"Investment Company Event" means the receipt by the Company and the
Trust of an Opinion of Counsel experienced in such matters to the effect that,
as a result of a change in law or regulation or written change in interpretation
or application of law or regulation by any legislative body, court, governmental
agency or regulatory authority, there is more than an insubstantial risk that
the Trust is or, within 90 days of the date of such opinion will be, considered
an "investment company" that is required to be registered under the Investment
Company Act of 1940, as amended, 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 Debt Securities.

"LIBOR" means the London Interbank Offered Rate for U.S. Dollar
deposits in Europe as determined by the Calculation Agent according to Section
2.10(b).

"LIBOR Banking Day" has the meaning set forth in Section 2.10(b)(1).

"LIBOR Business Day" has the meaning set forth in Section 2.10(b)(1).

"LIBOR Determination Date" has the meaning set forth in Section
2.10(b).

"Liquidation Amount" means the liquidation amount of $1,000 per Trust
Security.

"Maturity Date" means June 15, 2036.

"Notice" has the meaning set forth in Section 2.11.

"Officers' Certificate" means a certificate signed by the Chairman of
the Board, the Vice Chairman, the President or any Vice President, and by the
Chief Financial Officer, the Treasurer, an Assistant Treasurer, the Comptroller,
an Assistant Comptroller, the Secretary or an Assistant Secretary of the
Company, and delivered to the Trustee. Each such certificate shall include the
statements provided for in Section 14.06 if and to the extent required by the
provisions of such Section.



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"Opinion of Counsel" means an opinion in writing signed by legal
counsel, who may be an employee of or counsel to the Company, or may be other
counsel reasonably satisfactory to the Trustee. Each such opinion shall include
the statements provided for in Section 14.06 if and to the extent required by
the provisions of such Section.

"OTS" means the Office of Thrift Supervision and any successor federal
agency that is primarily responsible for regulating the activities of savings
and loan holding companies.

"Outstanding" means, when used with reference to Debt Securities,
subject to the provisions of Section 7.04, as of any particular time, all Debt
Securities authenticated and delivered by the Trustee or the Authenticating
Agent under this Indenture, except

(a) Debt Securities theretofore canceled by the Trustee or the
Authenticating Agent or delivered to the Trustee for cancellation;

(b) Debt Securities, or portions thereof, for the payment or redemption
of which moneys in the necessary amount shall have been deposited in trust with
the Trustee or with any Paying Agent (other than the Company) or shall have been
set aside and segregated in trust by the Company (if the Company shall act as
its own Paying Agent); provided, that, if such Debt Securities, or portions
thereof, are to be redeemed prior to maturity thereof, notice of such redemption
shall have been given as provided in Articles X and XIV or provision
satisfactory to the Trustee shall have been made for giving such notice; and

(c) Debt Securities paid pursuant to Section 2.06 or in lieu of or in
substitution for which other Debt Securities shall have been authenticated and
delivered pursuant to the terms of Section 2.06 unless proof satisfactory to the
Company and the Trustee is presented that any such Debt Securities are held by
bona fide holders in due course.

"Paying Agent" has the meaning set forth in Section 3.04(e).

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

"Predecessor Security" of any particular Debt Security means every
previous Debt Security evidencing all or a portion of the same debt as that
evidenced by such particular Debt Security; and, for the purposes of this
definition, any Debt Security authenticated and delivered under Section 2.06 in
lieu of a lost, destroyed or stolen Debt Security shall be deemed to evidence
the same debt as the lost, destroyed or stolen Debt Security.

"Principal Office of the Trustee" means the office of the Trustee, at
which at any particular time its corporate trust business shall be principally
administered, which at all times shall be located within the United States and
at the time of the execution of this Indenture shall be One Federal Street, 3rd
Floor, Boston, Massachusetts 02110.

"Redemption Date" has the meaning set forth in Section 10.01.



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"Redemption Price" means 100% of the principal amount of the Debt
Securities being redeemed plus accrued and unpaid interest on such Debt
Securities to the Redemption Date.

"Responsible Officer" means, with respect to the Trustee, any officer
within the Principal Office of the Trustee with direct responsibility for the
administration of the Indenture, including any vice-president, any assistant
vice-president, any secretary, any assistant secretary, the treasurer, any
assistant treasurer, any trust officer or other officer of the Principal Office
of the 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.

"Securityholder," "holder of Debt Securities" or other similar terms,
means any Person in whose name at the time a particular Debt Security is
registered on the Debt Security Register.

"Senior Indebtedness" means, with respect to the Company, (i) the
principal, premium, if any, and interest in respect of (A) indebtedness of the
Company for money borrowed and (B) indebtedness evidenced by securities,
debentures, notes, bonds or other similar instruments issued by the Company;
(ii) all capital lease obligations of the Company; (iii) all obligations of the
Company issued or assumed as the deferred purchase price of property, all
conditional sale obligations of the Company and all obligations of the Company
under any title retention agreement (but excluding trade accounts payable
arising in the ordinary course of business); (iv) all obligations of the Company
for the reimbursement of any letter of credit, any banker's acceptance, any
security purchase facility, any repurchase agreement or similar arrangement, any
interest rate swap, any other hedging arrangement, any obligation under options
or any similar credit or other transaction; (v) all obligations of the type
referred to in clauses (i) through (iv) above of other Persons for the payment
of which the Company is responsible or liable as obligor, guarantor or
otherwise; and (vi) all obligations of the type referred to in clauses (i)
through (v) above of other Persons secured by any lien on any property or asset
of the Company (whether or not such obligation is assumed by the Company),
whether incurred on or prior to the date of this Indenture or thereafter
incurred, unless, with the prior approval of the Federal Reserve if not
otherwise generally approved, it is provided in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, that such
obligations are not superior or are pari passu in right of payment to the Debt
Securities; provided, however, that Senior Indebtedness shall not include (A)
any debt securities issued to any trust other than the Trust (or a trustee of
such trust) that is a financing vehicle of the Company (a "financing entity"),
in connection with the issuance by such financing entity of equity or other
securities in transactions substantially similar in structure to the
transactions contemplated hereunder and in the Declaration, (B) any guarantees
of the Company in respect of the equity or other securities of any financing
entity referred to in clause (A) above or (C) any other instruments classified
as subordinated or pari passu to the Debt Securities by the Federal Reserve.

"Special Event" means any of a Tax Event, an Investment Company Event
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"Special Redemption Date" has the meaning set forth in Section 10.02.

"Special Redemption Price" means, with respect to the redemption of any
Debt Security following a Special Event, an amount in cash equal to 103.525% of
the principal amount of Debt Securities to be redeemed prior to June 15, 2007
and thereafter equal to the percentage of the principal amount of the Debt
Securities 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 June 15 Percentage of Principal Amount
--------------------------------- ------------------------------

2007 103.140%
2008 102.355%
2009 101.570%
2010 100.785%
2011 and thereafter 100.000%

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

"Tax Event" means the receipt by the Company 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
Company 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 Debt Securities, 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 Debt Securities; (ii) if the Company is organized and existing under the
laws of the United States or any state thereof or the District of Columbia,
interest payable by the Company on the Debt Securities is not, or within 90 days


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of the date of such opinion, will not be, deductible by the Company, in whole or
in part, for United States federal income tax purposes; or (iii) the Trust is,
or will be within 90 days of the date of such opinion, subject to or otherwise
required to pay, or required to withhold from distributions to holders of Trust
Securities, more than a de minimis amount of other taxes (including withholding
taxes), duties, assessments or other governmental charges.

"Trust" means Regional Statutory Trust I, the Connecticut statutory
trust, or any other similar trust created for the purpose of issuing Capital
Securities in connection with the issuance of Debt Securities under this
Indenture, of which the Company is the sponsor.

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

"Trust Securities" means Common Securities and Capital Securities of
Regional Statutory Trust I.

"Trustee" means the Person identified as "Trustee" in the first
paragraph hereof, and, subject to the provisions of Article VI hereof, shall
also include its successors and assigns as Trustee hereunder.

"United States" means the United States of America and the District of
Columbia.

"U.S. Person" has the meaning given to United States Person as set
forth in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended.

ARTICLE II

DEBT SECURITIES

SECTION 2.01. Authentication and Dating.

Upon the execution and delivery of this Indenture, or from time to time
thereafter, Debt Securities in an aggregate principal amount not in excess of
$3,093,000 may be executed and delivered by the Company to the Trustee for
authentication, and the Trustee shall thereupon authenticate and make available
for delivery said Debt Securities to or upon the written order of the Company,
signed by its Chairman of the Board of Directors, Vice Chairman, President or
Chief Financial Officer or one of its Vice Presidents, without any further
action by the Company hereunder. In authenticating such Debt Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Debt Securities, the Trustee shall be entitled to receive, and (subject to
Section 6.01) shall be fully protected in relying upon a copy of any Board
Resolution or Board Resolutions relating thereto and, if applicable, an
appropriate record of any action taken pursuant to such resolution, in each case
certified by the Secretary or an Assistant Secretary or other officers with
appropriate delegated authority of the Company as the case may be.

The Trustee shall have the right to decline to authenticate and deliver
any Debt Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or if a Responsible


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Officer of the Trustee in good faith shall determine that such action would
expose the Trustee to personal liability to existing Securityholders. The
Trustee shall also be entitled to receive an opinion of counsel to the effect
that (1) all conditions precedent to the execution, delivery and authentication
of the Securities have been complied with; (2) the Securities are not required
to be registered under the Securities Act; and (3) the Indenture is not required
to be qualified under the Trust Indenture Act.

The definitive Debt Securities shall be typed, printed, lithographed or
engraved on steel engraved borders or may be produced in any other manner, all
as determined by the officers executing such Debt Securities, as evidenced by
their execution of such Debt Securities.

SECTION 2.02. Form of Trustee's Certificate of Authentication.

The Trustee's certificate of authentication on all Debt Securities
shall be in substantially the following form:

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

U.S. Bank National Association, not in its individual capacity but
solely as Trustee

By ----------------------------
Authorized Signatory

SECTION 2.03. Form and Denomination of Debt Securities.

The Debt Securities shall be substantially in the form of Exhibit A
hereto. The Debt Securities shall be in registered, certificated form without
coupons and in minimum denominations of $100,000 and any multiple of $1,000 in
excess thereof. The Debt Securities shall be numbered, lettered, or otherwise
distinguished in such manner or in accordance with such plans as the officers
executing the same may determine with the approval of the Trustee as evidenced
by the execution and authentication thereof.

SECTION 2.04. Execution of Debt Securities.

The Debt Securities shall be signed in the name and on behalf of the
Company by the manual or facsimile signature of any of its Chairman of the Board
of Directors, Vice Chairman, President or Chief Financial Officer or one of its
Executive Vice Presidents, Senior Vice Presidents or Vice Presidents, under its
corporate seal (if legally required), which may be affixed thereto or printed,
engraved or otherwise reproduced thereon, by facsimile or otherwise, and which
need not be attested. Only such Debt Securities as shall bear thereon a
certificate of authentication substantially in the form herein before recited,
executed by the Trustee or the Authenticating Agent by the manual signature of
an authorized officer, shall be entitled to the benefits of this Indenture or be
valid or obligatory for any purpose. Such certificate by the Trustee or the
Authenticating Agent upon any Debt Security executed by the Company shall be
conclusive evidence that the Debt Security so authenticated has been duly
authenticated and delivered hereunder and that the holder is entitled to the
benefits of this Indenture.



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<PAGE>

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

Every Debt Security shall be dated the date of its authentication.

SECTION 2.05. Exchange and Registration of Transfer of Debt Securities.

The Company shall cause to be kept, at the office or agency maintained
for the purpose of registration of transfer and for exchange as provided in
Section 3.02, a register (the "Debt Security Register") for the Debt Securities
issued hereunder in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration and transfer of all
Debt Securities as provided in this Article II. Such register shall be in
written form or in any other form capable of being converted into written form
within a reasonable time.

Debt Securities to be exchanged may be surrendered at the Principal
Office of the Trustee or at any office or agency to be maintained by the Company
for such purpose as provided in Section 3.02, and the Company shall execute, the
Company or the Trustee shall register and the Trustee or the Authenticating
Agent shall authenticate and make available for delivery in exchange therefor
the Debt Security or Debt Securities which the Securityholder making the
exchange shall be entitled to receive. Upon due presentment for registration of
transfer of any Debt Security at the Principal Office of the Trustee or at any
office or agency of the Company maintained for such purpose as provided in
Section 3.02, the Company shall execute, the Company or the Trustee shall
register and the Trustee or the Authenticating Agent shall authenticate and make
available for delivery in the name of the transferee or transferees a new Debt
Security for a like aggregate principal amount. Registration or registration of
transfer of any Debt Security by the Trustee or by any agent of the Company
appointed pursuant to Section 3.02, and delivery of such Debt Security, shall be
deemed to complete the registration or registration of transfer of such Debt
Security.

All Debt Securities presented for registration of transfer or for
exchange or payment shall (if so required by the Company or the Trustee or the
Authenticating Agent) be duly endorsed by, or be accompanied by, a written
instrument or instruments of transfer in form satisfactory to the Company and
either the Trustee or the Authenticating Agent duly executed by, the holder or
such holder's attorney duly authorized in writing.

Neither the Trustee nor the Debt Security Registrar shall be
responsible for ascertaining whether any transfer hereunder complies with the
registration provisions of or any exemptions from the Securities Act (under and
as defined in the Declaration), applicable state securities laws or the
applicable laws of any other jurisdiction, ERISA, the United States Internal
Revenue Code of 1986, as amended, or the Investment Company Act (under and as
defined in the Declaration).



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<PAGE>

No service charge shall be made for any exchange or registration of
transfer of Debt Securities, but the Company or the Trustee may require payment
of a sum sufficient to cover any tax, fee or other governmental charge that may
be imposed in connection therewith.

The Company or the Trustee shall not be required to exchange or
register a transfer of any Debt Security for a period of 15 days immediately
preceding the date of selection of Debt Securities for redemption.

Notwithstanding the foregoing, Debt Securities may not be transferred
except in compliance with the restricted securities legend set forth below,
unless otherwise determined by the Company in accordance with applicable law,
which legend shall be placed on each Debt 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 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 COMPANY, (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 REGULATION S 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 COMPANY'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 IT IN ACCORDANCE WITH THE
INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS


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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 ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"),
(EACH A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY
REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING "PLAN
ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN,
UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE
UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23,
95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND
HOLDING OF THIS SECURITY IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION
4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR
HOLDER OF THIS SECURITY OR ANY INTEREST 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 ERISA, OR A PLAN TO
WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING
ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY
USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE,
OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION
406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE
STATUTORY OR ADMINISTRATIVE EXEMPTION.

IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL
DELIVER TO THE COMPANY AND TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS
MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE
FOREGOING RESTRICTIONS.

THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS
HAVING A PRINCIPAL 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
PRINCIPAL AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO
LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE
THE HOLDER OF THIS SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE


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RECEIPT OF DISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL
BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY.

THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED
STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT
INSURANCE CORPORATION. THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF
DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED CREDITORS OF THE COMPANY, IS
INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES
AND IS NOT SECURED.

SECTION 2.06. Mutilated, Destroyed, Lost or Stolen Debt Securities.

In case any Debt Security shall become mutilated or be destroyed, lost
or stolen, the Company shall execute, and upon its written request the Trustee
shall authenticate and deliver, a new Debt Security bearing a number not
contemporaneously outstanding, in exchange and substitution for the mutilated
Debt Security, or in lieu of and in substitution for the Debt Security so
destroyed, lost or stolen. In every case the applicant for a substituted Debt
Security shall furnish to the Company and the Trustee such security or indemnity
as may be required by them to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company and
the Trustee evidence to their satisfaction of the destruction, loss or theft of
such Debt Security and of the ownership thereof.

The Trustee may authenticate any such substituted Debt Security and
deliver the same upon the written request or authorization of any officer of the
Company. Upon the issuance of any substituted Debt Security, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses connected
therewith. In case any Debt Security which has matured or is about to mature or
has been called for redemption in full shall become mutilated or be destroyed,
lost or stolen, the Company may, instead of issuing a substitute Debt Security,
pay or authorize the payment of the same (without surrender thereof except in
the case of a mutilated Debt Security) if the applicant for such payment shall
furnish to the Company and the Trustee such security or indemnity as may be
required by them to save each of them harmless and, in case of destruction, loss
or theft, evidence satisfactory to the Company and to the Trustee of the
destruction, loss or theft of such Security and of the ownership thereof.

Every substituted Debt Security issued pursuant to the provisions of
this Section 2.06 by virtue of the fact that any such Debt Security is
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Company, whether or not the destroyed, lost or stolen Debt Security shall
be found at any time, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Debt Securities
duly issued hereunder. All Debt Securities shall be held and owned upon the
express condition that, to the extent permitted by applicable law, the foregoing
provisions are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Debt Securities and shall preclude any and
all other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.



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<PAGE>

SECTION 2.07. Temporary Debt Securities.

Pending the preparation of definitive Debt Securities, the Company may
execute and the Trustee shall authenticate and make available for delivery
temporary Debt Securities that are typed, printed or lithographed. Temporary
Debt Securities shall be issuable in any authorized denomination, and
substantially in the form of the definitive Debt Securities but with such
omissions, insertions and variations as may be appropriate for temporary Debt
Securities, all as may be determined by the Company. Every such temporary Debt
Security shall be executed by the Company and be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with the same
effect, as the definitive Debt Securities. Without unreasonable delay, the
Company will execute and deliver to the Trustee or the Authenticating Agent
definitive Debt Securities and thereupon any or all temporary Debt Securities
may be surrendered in exchange therefor, at the Principal Office of the Trustee
or at any office or agency maintained by the Company for such purpose as
provided in Section 3.02, and the Trustee or the Authenticating Agent shall
authenticate and make available for delivery in exchange for such temporary Debt
Securities a like aggregate principal amount of such definitive Debt Securities.
Such exchange shall be made by the Company at its own expense and without any
charge therefor except that in case of any such exchange involving a
registration of transfer the Company may require payment of a sum sufficient to
cover any tax, fee or other governmental charge that may be imposed in relation
thereto. Until so exchanged, the temporary Debt Securities shall in all respects
be entitled to the same benefits under this Indenture as definitive Debt
Securities authenticated and delivered hereunder.

SECTION 2.08. Payment of Interest.

Each Debt Security will bear interest at the then applicable Interest
Rate from and including each Interest Payment Date or, in the case of the first
Interest Payment Period, the original date of issuance of such Debt Security to,
but excluding, the next succeeding Interest Payment Date or, in the case of the
last Interest Payment Period, the Redemption Date, Special Redemption Date or
Maturity Date, as applicable, on the principal thereof, on any overdue principal
and (to the extent that payment of such interest is enforceable under applicable
law) on Deferred Interest and on any overdue installment of interest (including
Defaulted Interest), payable (subject to the provisions of Article XII) on each
Interest Payment Date commencing on June 15, 2006. Interest and any Deferred
Interest on any Debt Security that is payable, and is punctually paid or duly
provided for by the Company, on any Interest Payment Date shall be paid to the
Person in whose name said Debt Security (or one or more Predecessor Securities)
is registered at the close of business on the regular record date for such
interest installment, except that interest and any Deferred Interest payable on
the Maturity Date shall be paid to the Person to whom principal is paid. In the
event that any Debt Security or portion thereof is called for redemption and the
redemption date is subsequent to a regular record date with respect to any
Interest Payment Date and either on or prior to such Interest Payment Date,
interest on such Debt Security will be paid upon presentation and surrender of
such Debt Security.

Any interest on any Debt Security, other than Deferred Interest, that
is payable, but is not punctually paid or duly provided for by the Company, on
any Interest Payment Date (herein called "Defaulted Interest") shall forthwith
cease to be payable to the registered holder on the relevant regular record date


14
<PAGE>

by virtue of having been such holder, and such Defaulted Interest shall be paid
by the Company to the Persons in whose names such Debt Securities (or their
respective Predecessor Securities) are registered at the close of business on a
special record date for the payment of such Defaulted Interest, which shall be
fixed in the following manner: the Company shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each such Debt
Security and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements reasonably satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
clause provided. Thereupon the Trustee shall fix a special record date for the
payment of such Defaulted Interest which shall not be more than fifteen nor less
than ten days prior to the date of the proposed payment and not less than ten
days after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such special record date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the special record date therefor to be
mailed, first class postage prepaid, to each Securityholder at his or her
address as it appears in the Debt Security Register, not less than ten days
prior to such special record date. Notice of the proposed payment of such
Defaulted Interest and the special record date therefor having been mailed as
aforesaid, such Defaulted Interest shall be paid to the Persons in whose names
such Debt Securities (or their respective Predecessor Securities) are registered
on such special record date and thereafter the Company shall have no further
payment obligation in respect of the Defaulted Interest.

Any interest scheduled to become payable on an Interest Payment Date
occurring during an Extension Period shall not be Defaulted Interest and shall
be payable on such other date as may be specified in the terms of such Debt
Securities.

The term "regular record date" as used in this Indenture shall mean the
fifteenth day prior to the applicable Interest Payment Date whether or not such
date is a Business Day.

Subject to the foregoing provisions of this Section, each Debt Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Debt Security shall carry the rights to interest
accrued and unpaid, and to accrue, that were carried by such other Debt
Security.

SECTION 2.09. Cancellation of Debt Securities Paid, etc.

All Debt Securities surrendered for the purpose of payment, redemption,
exchange or registration of transfer, shall, if surrendered to the Company or
any Paying Agent, be surrendered to the Trustee and promptly canceled by it, or,
if surrendered to the Trustee, shall be promptly canceled by it, and no Debt
Securities shall be issued in lieu thereof except as expressly permitted by any
of the provisions of this Indenture. The Trustee shall dispose of all canceled
Debt Securities in accordance with its customary practices, unless the Company
otherwise directs the Trustee in writing, in which case the Trustee shall
dispose of such Debt Securities as directed by the Company. If the Company shall
acquire any of the Debt Securities, however, such acquisition shall not operate
as a redemption or satisfaction of the indebtedness represented by such Debt


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Securities unless and until the same are surrendered to the Trustee for
cancellation.

SECTION 2.10. Computation of Interest.

(a) The amount of interest payable for any Interest Payment Period will
be computed on the basis of a 360-day year and the actual number of days elapsed
in the relevant interest period; provided, however, that upon the occurrence of
a Special Event Redemption pursuant to Section 10.02 the amounts payable
pursuant to this Indenture shall be calculated as set forth in the definition of
Special Redemption Price.

(b) LIBOR, for any Interest Payment Period, shall be determined by the
Calculation Agent in accordance with the following provisions:

(1) On the second LIBOR 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 Interest Payment Period, on April 18, 2006)
(each such day, a "LIBOR Determination Date" for the following
Interest 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 Interest 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 Boston,
Massachusetts 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 LIBOR
for that Interest 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 determine 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


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<PAGE>

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 Interest Payment Period shall
be LIBOR in effect for the immediately preceding Interest Payment
Period.

(c) All percentages resulting from any calculations on the Debt
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) As soon as practicable following each LIBOR Determination Date, but
in no event later than the 30th day following such LIBOR Determination Date, the
Calculation Agent shall notify, in writing, the Company and the Paying Agent of
the applicable Interest Rate in effect for the related Interest Payment Period.
The Calculation Agent shall, upon the request of the holder of any Debt
Securities, provide the Interest 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 Company and the Holders of the Debt Securities.
Any error in a calculation of the Interest Rate by the Calculation Agent may be
corrected at any time by the delivery of notice of such corrected Interest Rate
as provided above. The Paying Agent shall be entitled to rely on information
received from the Calculation Agent or the Company as to the Interest Rate. The
Company shall, from time to time, provide any necessary information to the
Paying Agent relating to any original issue discount and interest on the Debt
Securities that is included in any payment and reportable for taxable income
calculation purposes. Failure to notify the Company, or the Paying Agent of the
applicable Interest Rate shall not affect the obligation of the Company to make
payment on Debentures at such Interest Rate.

SECTION 2.11. Extension of Interest Payment Period.

As long as it is acting in good faith, 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 Company shall have the right, from time to
time and without causing an Event of Default, to defer payments of interest on
the Debt Securities by extending the interest distribution period on the Debt
Securities at any time and from time to time during the term of the Debt
Securities, for up to twenty consecutive quarterly periods (each such extended


17
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interest distribution period, an "Extension Period"), during which Extension
Period no interest shall be due and payable (except any Additional Interest that
may be due and payable). No Extension Period may end on a date other than an
Interest Payment Date or extend beyond the Maturity Date, any Redemption Date
(to the extent redeemed) or any Special Redemption Date, as the case may be.
During any Extension Period, interest will continue to accrue on the Debt
Securities, 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 Interest Rate applicable during 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
interest or Deferred Interest shall be due and payable during an Extension
Period, except at the end thereof. At the end of any such Extension Period the
Company shall pay all Deferred Interest then accrued and unpaid on the Debt
Securities; provided, however, that no Extension Period may extend beyond the
Maturity Date, Redemption Date (to the extent redeemed) or Special Redemption
Date; and provided further, however, that during any such Extension Period, the
Company shall be subject to the restrictions set forth in Section 3.08 of this
Indenture. Prior to the termination of any Extension Period, the Company may
further extend such period, provided, that such period together with all such
previous and further consecutive extensions thereof shall not exceed twenty
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
Company 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. The Company
must give the Trustee notice of its election to begin any Extension Period or
extend an Extension Period ("Notice") not later than the related regular record
date for the relevant Interest Payment Date. The Notice shall describe why the
Company has elected to begin an Extension Period. The Notice shall acknowledge
and affirm the Company's understanding that it is prohibited from issuing
dividends and other distributions during the Extension Period. Upon receipt of
the Notice, an Initial Purchaser shall have the right, at its sole discretion,
to disclose the name of the Company, the fact that the Company has elected to
begin an Extension Period and other information that such Initial Purchaser, at
its sole discretion, deems relevant to the Company's election to begin an
Extension Period. The Trustee shall give notice of the Company's election to
begin a new Extension Period to the Securityholders.

SECTION 2.12. CUSIP Numbers.

The Company in issuing the Debt Securities may use a "CUSIP" number (if
then generally in use), and, if so, the Trustee shall use a "CUSIP" number in
notices of redemption as a convenience to Securityholders; provided, that any
such notice may state that no representation is made as to the correctness of
such number either as printed on the Debt Securities or as contained in any
notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Debt Securities, and any such redemption
shall not be affected by any defect in or omission of such numbers. The Company
will promptly notify the Trustee in writing of any change in the CUSIP number.



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SECTION 2.13. Income Tax Certification.

As a condition to the payment of any principal of or interest on the
Debt Securities without the imposition of withholding tax, the Trustee 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 applicable 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 (under and
as defined in the Declaration) 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 Trustee or any Paying Agent 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 Securities.

ARTICLE III

PARTICULAR COVENANTS OF THE COMPANY

SECTION 3.01. Payment of Principal, Premium and Interest; Agreed
Treatment of the Debt Securities.

(a) The Company covenants and agrees that it will duly and punctually
pay or cause to be paid all payments due on the Debt Securities at the place, at
the respective times and in the manner provided in this Indenture and the Debt
Securities. At the option of the Company, each installment of interest on the
Debt Securities may be paid (i) by mailing checks for such interest payable to
the order of the holders of Debt Securities entitled thereto as they appear on
the Debt Security Register or (ii) by wire transfer to any account with a
banking institution located in the United States designated by such holders to
the Paying Agent no later than the related record date. Notwithstanding anything
to the contrary contained in this Indenture or any Debt Security, if the Trust
or the Trustee of the Trust is the holder of any Debt Security, then all
payments in respect of such Debt Security shall be made by the Company in
immediately available funds when due.

(b) The Company and each of the Holders will treat the Debt Securities
as indebtedness, and the amounts, other than payments of principal, payable in
respect of the principal amount of such Debt Securities as interest, for all
U.S. federal income tax purposes. All payments in respect of the Securities will
be made free and clear of U.S. withholding tax to any beneficial owner thereof
that has provided (i) an Internal Revenue Service Form W-9 or W-8BEN (or any
substitute or successor form) establishing its U.S. or non-U.S. status for U.S.
federal income tax purposes, or and establishing a complete exemption from U.S.
withholding tax, or (ii) any other applicable form establishing a complete
exemption from U.S. withholding tax.

(c) As of the date of this Indenture, the Company represents that it
has no intention to exercise its right under Section 2.11 to defer payments of
interest on the Debt Securities by commencing an Extension Period.



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(d) As of the date of this Indenture, the Company represents that the
likelihood that it would exercise its right under this Indenture to defer
payments of interest on the Debt Securities by commencing an Extension Period at
any time during which the Debt Securities are outstanding is remote because of
the restrictions that would be imposed on the Company's ability to declare or
pay dividends or distributions on, or to redeem, purchase or make a liquidation
payment with respect to, any of its outstanding equity and on the Company's
ability to make any payments of principal of or premium, if any, or interest on,
or repurchase or redeem, any of its debt securities that rank pari passu in all
respects with or junior in interest to the Debt Securities.

SECTION 3.02. Offices for Notices and Payments, etc.

So long as any of the Debt Securities remain outstanding, the Company
will maintain in New York, New York an office or agency where the Debt
Securities may be presented for payment, an office or agency where the Debt
Securities may be presented for registration of transfer and for exchange as
provided in this Indenture and an office or agency where notices and demands to
or upon the Company in respect of the Debt Securities or of this Indenture may
be served. The Company hereby appoints the Trustee at U.S. Bank National
Association, 100 Wall Street, 19th Floor, New York, New York 10005, Attention:
Corporate Trust Services - Regional Statutory Trust I as such office or agency.
In case the Company shall fail to maintain any such office or agency in New
York, New York or shall fail to give such notice of the location or of any
change in the location thereof, presentations and demands may be made and
notices may be served at the Principal Office of the Trustee.

In addition to any such office or agency, the Company may from time to
time designate one or more other offices or agencies where the Debt Securities
may be presented for registration of transfer and for exchange in the manner
provided in this Indenture, and the Company may from time to time rescind such
designation, as the Company may deem desirable or expedient; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain any such office or agency in New York, New York
for the purposes above mentioned. The Company will give to the Trustee prompt
written notice of any such designation or rescission thereof.

SECTION 3.03. Appointments to Fill Vacancies in Trustee's Office.

The Company, whenever necessary to avoid or fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section 6.09, a
Trustee, so that there shall at all times be a Trustee hereunder.

SECTION 3.04. Provision as to Paying Agent.

(a) If the Company shall appoint a Paying Agent other than the Trustee,
it will cause such Paying Agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provision of this Section 3.04:

(1) that it will hold all sums held by it as such agent for the
payment of all payments due on the Debt Securities (whether such sums
have been paid to it by the Company or by any other obligor on the


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Debt Securities) in trust for the benefit of the holders of the Debt
Securities;

(2) that it will give the Trustee prompt written notice of any
failure by the Company (or by any other obligor on the Debt
Securities) to make any payment on the Debt Securities when the same
shall be due and payable; and

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

(b) If the Company shall act as its own Paying Agent, it will, on or
before each due date of the payments due on the Debt Securities, set aside,
segregate and hold in trust for the benefit of the holders of the Debt
Securities a sum sufficient to pay such payments so becoming due and will notify
the Trustee in writing of any failure to take such action and of any failure by
the Company (or by any other obligor under the Debt Securities) to make any
payment on the Debt Securities when the same shall become due and payable.

Whenever the Company shall have one or more Paying Agents for the Debt
Securities, it will, on or prior to each due date of the payments on the Debt
Securities, deposit with a Paying Agent a sum sufficient to pay all payments so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled thereto and (unless such Paying Agent is the Trustee) the Company shall
promptly notify the Trustee in writing of its action or failure to act.

(c) Anything in this Section 3.04 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge with respect to the Debt Securities, or for any other reason, pay, or
direct any Paying Agent to pay to the Trustee all sums held in trust by the
Company or any such Paying Agent, such sums to be held by the Trustee upon the
same terms and conditions herein contained.

(d) Anything in this Section 3.04 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 3.04 is subject to
Sections 12.03 and 12.04.

(e) The Company hereby initially appoints the Trustee to act as Paying
Agent (the "Paying Agent").

SECTION 3.05. Certificate to Trustee.

The Company will deliver to the Trustee on or before 120 days after the
end of each fiscal year, so long as Debt Securities are outstanding hereunder, a
Certificate stating that in the course of the performance by the signers of
their duties as officers of the Company they would normally have knowledge of
any default by the Company in the performance of any covenants of the Company
contained herein, stating whether or not they have knowledge of any such default
and, if so, specifying each such default of which the signers have knowledge and
the nature thereof.



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SECTION 3.06. Additional Interest.

If and for so long as the Trust is the holder of all Debt Securities
and is subject to or otherwise required to pay, or is required to withhold from
distributions to holders of Trust Securities, any additional taxes (including
withholding taxes), duties, assessments or other governmental charges as a
result of a Tax Event, the Company will pay such additional amounts (the
"Additional Interest") on the Debt Securities as shall be required so that the
net amounts received and retained by the Trust for distribution to holders of
Trust Securities after paying all taxes (including withholding taxes), duties,
assessments or other governmental charges will be equal to the amounts the Trust
would have received and retained for distribution to holders of Trust Securities
after paying all taxes (including withholding taxes on distributions to holders
of Trust Securities), duties, assessments or other governmental charges if no
such additional taxes, duties, assessments or other governmental charges had
been imposed. Whenever in this Indenture or the Debt Securities there is a
reference in any context to the payment of principal of or premium, if any, or
interest on the Debt Securities, such mention shall be deemed to include mention
of payments of the Additional Interest provided for in this paragraph to the
extent that, in such context, Additional Interest is, was or would be payable in
respect thereof pursuant to the provisions of this paragraph and express mention
of the payment of Additional Interest (if applicable) in any provisions hereof
shall not be construed as excluding Additional Interest in those provisions
hereof where such express mention is not made; provided, however, that,
notwithstanding anything to the contrary contained in this Indenture or any Debt
Security, the deferral of the payment of interest during an Extension Period
pursuant to Section 2.11 shall not defer the payment of any Additional Interest
that may be due and payable.

SECTION 3.07. Compliance with Consolidation Provisions.

The Company will not, while any of the Debt Securities remain
outstanding, consolidate with, or merge into any other Person, or merge into
itself, or sell, convey, transfer or otherwise dispose of all or substantially
all of its property or capital stock to any other Person unless the provisions
of Article XI hereof are complied with.

SECTION 3.08. Limitation on Dividends.

If Debt Securities are initially issued to the Trust or a trustee of
such Trust in connection with the issuance of Trust Securities by the Trust
(regardless of whether Debt Securities continue to be held by such Trust) and
(i) there shall have occurred and be continuing an Event of Default, (ii) the
Company shall be in default with respect to its payment of any obligations under
the Capital Securities Guarantee or (iii) the Company shall have given notice of
its election to defer payments of interest on the Debt Securities by extending
the interest distribution period as provided herein and such period, or any
extension thereof, shall have commenced and be continuing, then the Company may
not (A) declare or pay any dividends or distributions on, or redeem, purchase,
acquire, or make a liquidation payment with respect to, any of the Company's
capital stock or (B) make any payment of principal of or interest or premium, if
any, on or repay, repurchase or redeem any debt securities of the Company that
rank pari passu in all respects with or junior in interest to the Debt
Securities or (C) make any payment under any guarantees of the Company that rank
pari passu in all respects with or junior in interest to the Capital Securities
Guarantee (other than (a) repurchases, redemptions or other acquisitions of


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shares of capital stock of the Company (I) in connection with any employment
contract, benefit plan or other similar arrangement with or for the benefit of
one or more employees, officers, directors or consultants, (II) in connection
with a dividend reinvestment or stockholder stock purchase plan or (III) in
connection with the issuance of capital stock of the Company (or securities
convertible into or exercisable for such capital stock), as consideration in an
acquisition transaction entered into prior to the occurrence of (i), (ii) or
(iii) above, (b) as a result of any exchange, reclassification, combination or
conversion of any class or series of the Company's capital stock (or any capital
stock of a subsidiary of the Company) for any class or series of the Company's
capital stock or of any class or series of the Company's indebtedness for any
class or series of the Company's capital stock, (c) the purchase of fractional
interests in shares of the Company's capital stock pursuant to the conversion or
exchange provisions of such capital stock or the security being converted or
exchanged, (d) any declaration of a dividend in connection with any
stockholder's rights plan, or the issuance of rights, stock or other property
under any stockholder's rights plan, or the redemption or repurchase of rights
pursuant thereto, or (e) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or the stock issuable upon exercise of
such warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to such stock).

SECTION 3.09. Covenants as to the Trust.

For so long as such Trust Securities remain outstanding, the Company
shall maintain 100% ownership of the Common Securities; provided, however, that
any permitted successor of the Company under this Indenture that is a U.S.
Person may succeed to the Company's ownership of such Common Securities. The
Company, as owner of the Common Securities, shall use commercially reasonable
efforts to cause the Trust (a) to remain a statutory trust, except in connection
with a distribution of Debt Securities to the holders of Trust Securities in
liquidation of the Trust, the redemption of all of the Trust Securities or
certain mergers, consolidations or amalgamations, each as permitted by the
Declaration, (b) to otherwise continue to be classified as a grantor trust for
United States federal income tax purposes and (c) to cause each holder of Trust
Securities to be treated as owning an undivided beneficial interest in the Debt
Securities.

ARTICLE IV

LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 4.01. Securityholders' Lists.

The Company covenants and agrees that it will furnish or cause to be
furnished to the Trustee:

(a) on each regular record date for an Interest Payment Date, a list,
in such form as the Trustee may reasonably require, of the names and addresses
of the Securityholders of the Debt Securities as of such record date; and

(b) at such other times as the Trustee may request in writing, within
30 days after the receipt by the Company of any such request, a list of similar


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form and content as of a date not more than 15 days prior to the time such list
is furnished, except that no such lists need be furnished under this Section
4.01 so long as the Trustee is in possession thereof by reason of its acting as
Debt Security registrar.

SECTION 4.02. Preservation and Disclosure of Lists.

(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of
Debt Securities (1) contained in the most recent list furnished to it as
provided in Section 4.01 or (2) received by it in the capacity of Debt
Securities registrar (if so acting) hereunder. The Trustee may destroy any list
furnished to it as provided in Section 4.01 upon receipt of a new list so
furnished.

(b) In case three or more holders of Debt Securities (hereinafter
referred to as "applicants") apply in writing to the Trustee and furnish to the
Trustee reasonable proof that each such applicant has owned a Debt Security for
a period of at least six months preceding the date of such application, and such
application states that the applicants desire to communicate with other holders
of Debt Securities with respect to their rights under this Indenture or under
such Debt Securities and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Trustee shall
within five Business Days after the receipt of such application, at the election
of the Company, either:

(1) afford such applicants access to the information preserved at
the time by the Trustee in accordance with the provisions of
subsection (a) of this Section 4.02, or

(2) inform such applicants as to the approximate number of
holders of Debt Securities whose names and addresses appear in the
information preserved at the time by the Trustee in accordance with
the provisions of subsection (a) of this Section 4.02, and as to the
approximate cost of mailing to such Securityholders the form of proxy
or other communication, if any, specified in such application.

If the Company shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Securityholder of Debt Securities whose name and address appear in
the information preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section 4.02 a copy of the form of proxy or
other communication which is specified in such request with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender, the Trustee shall mail to such
applicants, and file with the Securities and Exchange Commission, if permitted
or required by applicable law, together with a copy of the material to be
mailed, a written statement of the Company to the effect that such mailing would
be contrary to the best interests of the holders of all Debt Securities, as the
case may be, or would be in violation of applicable law. Such written statement
shall specify the basis of such opinion. If said Commission, as permitted or
required by applicable law, after opportunity for a hearing upon the objections
specified in the written statement so filed, shall enter an order refusing to
sustain any of such objections or if, after the entry of an order sustaining one


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or more of such objections, said Commission shall find, after notice and
opportunity for hearing, that all the objections so sustained have been met and
shall enter an order so declaring, the Trustee shall mail copies of such
material to all such Securityholders with reasonable promptness after the entry
of such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.

(c) Each and every holder of Debt Securities, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any Paying Agent shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the holders
of Debt Securities in accordance with the provisions of subsection (b) of this
Section 4.02, regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under said subsection (b).

SECTION 4.03. Financial and Other Information.

The Company shall deliver to each Securityholder (1) each Report on
Form 10-K and Form 10-Q prepared by the Company and filed with the Securities
and Exchange Commission in accordance with the Exchange Act within 7 days after
the filing thereof, (2) if the Company is not then (y) subject to Section 13 or
15(d) of the Exchange Act or (z) exempt from reporting pursuant to Rule
12g3-2(b) thereunder, the Company shall be required to provide within 45 days of
the end of each calendar quarterly period and 90 days after the end of each
calendar year, the information required to be provided by Rule 144A(d)(4) under
the Securities Act and (3) within 30 days after the end of the fiscal year of
the Company, Form 1099 or such other annual U.S. federal income tax information
statement required by the Code containing such information with regard to the
Debt Securities held by such holder as is required by the Code and the income
tax regulations of the U.S. Treasury thereunder.

If and so long as a Holder of the Debt Securities is an entity that
holds a pool of debt securities or trust preferred securities, or a trustee
thereof, the Company will cause copies of its reports on Form FR Y-9C to be
delivered to the Holder promptly following their filing with the Federal
Reserve.

ARTICLE V

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT

SECTION 5.01. Events of Default.

The following events shall be "Events of Default" with respect to Debt
Securities:

(a) the Company defaults in the payment of any interest upon any Debt
Security when it becomes due and payable (unless the Company has elected and may
defer interest payments pursuant to Section 2.11), and continuance of such
default for a period of 30 days; for the avoidance of doubt, an extension of any
interest distribution period by the Company in accordance with Section 2.11 of
this Indenture shall not constitute a default under this clause 5.01(a); or



25
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(b) the Company defaults in the payment of all or any part of the
principal of (or premium, if any, on) any Debt Securities as and when the same
shall become due and payable either at maturity, upon redemption, by declaration
of acceleration pursuant to Section 5.01 of this Indenture or otherwise; or

(c) the Company defaults in the payment of any interest upon any Debt
Security when it becomes due and payable following the nonpayment of any such
interest as a result of Extension Period for 20 or more consecutive quarterly
periods; or

(d) the Company defaults in the performance of, or breaches, any of its
covenants or agreements in Sections 3.06, 3.07, 3.08 or 3.09 of this Indenture
(other than a covenant or agreement a default in whose performance or whose
breach is elsewhere in this Section specifically dealt with), and continuance of
such default or breach for a period of 90 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the holders of not less than 25% in aggregate principal
amount of the outstanding Debt Securities, a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice
is a "Notice of Default" hereunder; or

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

(f) the Company shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, shall
consent to the entry of an order for relief in an involuntary case under any
such law, or shall consent to the appointment of or taking possession by a
receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) of the Company or of any substantial part of its property, or
shall make any general assignment for the benefit of creditors, or shall fail
generally to pay its debts as they become due; or

(g) the Trust shall have voluntarily or involuntarily liquidated,
dissolved, wound-up its business or otherwise terminated its existence except in
connection with (1) the distribution of the Debt Securities to holders of the
Trust Securities in liquidation of their interests in the Trust, (2) the
redemption of all of the outstanding Trust Securities or (3) certain mergers,
consolidations or amalgamations, each as permitted by the Declaration.

If an Event of Default specified under clause (c) of this Section 5.01
occurs and is continuing with respect to the Debt Securities, then, and in each
and every such case, unless the principal of the Debt Securities shall have
already become due and payable, either the Trustee or the holders of not less
than 25% in aggregate principal amount of the Debt Securities then outstanding
hereunder, by notice in writing to the Company (and to the Trustee if given by