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

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

SECTION 1.1.      Definitions .  For all purposes of this Declaration, except as otherwise expressly provided or unless the context otherwise requires:

(a)   the terms defined in this Article I have the meanings assigned to them in this Article I and include the plural as well as the singular;

“Act” has the meaning specified in Section 6.8.

“Additional Payments” has the meaning specified in Section 1.1 of the Indenture.

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

“Bank” has the meaning specified in the Preamble to this Declaration.

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

“Bankruptcy Laws” has the meaning specified in Section 11.9.

“Closing Date” means, as applicable, the First Closing Date or the Second Closing Date.

“Common Securityholder” means a holder of a Common Security.

“Debenture Event of Default” means an “Event of Default” as defined in Section 7.1 of the Indenture.

“Depositor” has the meaning specified in the Preamble to this Declaration.

“Distribution Date” has the meaning specified in Section 4.1(a).

“Distributions” means amounts payable in respect of the Trust Securities as provided in Section 4.1.

“Early Termination Event” has the meaning specified in Section 10.2.

(a)   the occurrence of an Debenture Event of Default; or

(c)   default by the Trust in the payment of any Redemption Price of any Trust Security when it becomes due and payable; or

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Expiration Date” has the meaning specified in Section 10.1.

“Extended Interest Period” has the meaning specified in Section 4.1 of the Indenture.

“First Closing Date” means the date of execution and delivery of this Declaration.

“Guarantee” means the Preferred Securities Guarantee Agreement executed and delivered by the Depositor and Wilmington Trust Company, as trustee, contemporaneously with the execution and delivery of this Declaration, for the benefit of the Holders of the Preferred Securities, as amended from time to time.

“Indenture” means the Indenture, dated as of even date herewith between the Depositor and the Debenture Trustee, as trustee, as amended or supplemented from time to time, pertaining to the Debentures of the Depositor.

“Investment Company Act,” means the Investment Company Act of 1940, as amended, as in effect at the date of execution of this instrument.

“Lien” means any lien, pledge, charge, encumbrance, mortgage, deed of trust, adverse ownership interest, hypothecation, assignment, security interest or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever.

“Liquidation Amount” means the stated amount of $1,000 per Trust Security.

“Liquidation Distribution” has the meaning specified in Section 10.4(d).

“Officers’ Certificate” means a certificate signed by the Chief Executive Officer, President, Chief Financial Officer or an Executive Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Depositor, or with respect to any Administrative Trustee, signed by such Administrative Trustee and delivered to the appropriate Trustee.  One of the officers signing an Officers’ Certificate given pursuant to Section 9.15 shall be the principal executive, financial or accounting officer of the Depositor. Any Officers’ Certificate delivered with respect to compliance with a condition or covenant provided for in this Declaration shall include:

(a)   a statement that each officer signing the Officers’ Certificate has read the covenant or condition and the definitions relating thereto;

(b)   a brief statement of the nature and scope of the examination or investigation undertaken by each officer in rendering the Officers’ Certificate;

(c)   a statement that each such officer has made such examination or investigation as, in such officer’s opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d)   a statement as to whether, in the opinion of each such officer, such condition or covenant has been complied with.

“Opinion of Counsel” means an opinion in writing of independent outside legal counsel, who may be counsel for the Trust, the Property Trustee, the Delaware Trustee or the Depositor, and who shall be reasonably acceptable to the Property Trustee.

“Original Declaration” has the meaning specified in the Recitals to this Declaration.

“Outstanding”, when used with respect to the Preferred Securities, means, as of the date of determination, all of the Preferred Securities theretofore executed and delivered under this Declaration, except:

(a)   the Preferred Securities theretofore canceled by the Property Trustee or delivered to the Property Trustee for cancellation;

(b)   the Preferred Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Property Trustee or any Paying Agent for the Holders of such Preferred Securities; provided that, if such Preferred Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Declaration; and

(c)   the Preferred Securities which have been paid or in exchange for or in lieu of which other Preferred Securities have been executed and delivered pursuant to Sections 5.4, 5.5, 5.11 and 5.13; provided , however , that in determining whether the Holders of the requisite Liquidation Amount of the Outstanding Preferred Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the Preferred Securities owned by the Depositor, any Trustee or any Affiliate of the Depositor or any Trustee shall be disregarded and deemed not to be Outstanding, except that (i) in determining whether any Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only the Preferred Securities that such Trustee knows to be so owned shall be so disregarded; and (ii) the foregoing shall not apply at any time when all of the Outstanding Preferred Securities are owned by the Depositor, one or more of the Trustees and/or any such Affiliate. The Preferred Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Administrative Trustees the pledgee’s right so to act with respect to such Preferred Securities and the pledgee is not the Depositor or any other Obligor upon the Preferred Securities or a Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Depositor or any Affiliate of the Depositor.

“Paying Agent” means any paying agent or co-paying agent appointed pursuant to Section 5.9 and shall initially be the Bank.

“Payment Account” means a segregated non-interest-bearing corporate trust account maintained by the Property Trustee with the Bank in its trust department for the benefit of the Securityholders in which all amounts paid in respect of the Debentures shall be held and from which the Property Trustee shall make payments to the Securityholders in accordance with Sections 4.1 and 4.2.

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

“Preferred Security” means an undivided beneficial interest in the assets of the Trust, having a Liquidation Amount of $1,000 and having the rights provided therefor in this Declaration, including the right to receive Distributions and a Liquidation Distribution as provided herein.

“Preferred Securityholder” means a holder of a Preferred Security.

“Preferred Securities Certificate” means a certificate evidencing ownership of Preferred Securities, substantially in the form attached as Exhibit C .

“Property Trustee” means the commercial bank or trust company identified as the “Property Trustee,” in the Preamble to this Declaration solely in its capacity as Property Trustee of the Trust heretofore formed and continued hereunder and not in its individual capacity, or its successor in interest in such capacity, or any successor property trustee appointed as herein provided.

“Redemption Date” means, with respect to any Trust Security to be redeemed, the date fixed for such redemption by or pursuant to this Declaration; provided that each Debenture Redemption Date and the stated maturity of the Debentures shall be a Redemption Date for a Like Amount of Trust Securities.

“Relevant Trustee” shall have the meaning specified in Section 9.10.

“Second Closing” has the meaning set forth in Section 2.4(b).

“Second Closing Date” means the date on which the Second Closing occurs.

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

“Securities Register” and “Securities Registrar” have the respective meanings specified in Section 5.4.

“Securityholder” or “Holder” means a Person in whose name a Trust Security is or Trust Securities are registered in the Securities Register; any such Person is a beneficial owner within the meaning of the Delaware Statutory Trust Act.

“State Acts” means state securities or “Blue Sky” laws and regulations.

“Subscription Agreement” means that form of Preferred Securities Subscription Agreement executed by the Preferred Securityholders and the Trust.

“Trust” means the Delaware statutory trust continued hereby and identified on the cover page to this Declaration.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, as in force at the date as of which this instrument was executed; provided , however , that in the event the Trust Indenture Act of 1939, as amended, is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

“Trust Property” means (a) the Debentures; (b) the rights of the Property Trustee under the Guarantee; (c) any cash on deposit in, or owing to, the Payment Account; and (d) all proceeds and rights in respect of the foregoing and any other property and assets for the time being held or deemed to be held by the Property Trustee pursuant to the terms of this Declaration.

“Trust Security” means any one of the Common Securities or the Preferred Securities.

“Trust Securities Certificate” means any one of the Common Securities Certificates or the Preferred Securities Certificates.

“Trustees” means, collectively, the Property Trustee, the Delaware Trustee and the Administrative Trustees.

SECTION 2.2.      Office of the Delaware Trustee; Principal Place of Business .  The address of the Delaware Trustee in the State of Delaware is c/o Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention:  Corporate Trust Administration, or such other address in the State of Delaware as the Delaware Trustee may designate by written notice to the Securityholders and the Depositor. The principal executive office of the Trust is c/o First United Corporation, 19 South Second Street, Oakland, Maryland 21550, Attention:  Chief Financial Officer.

SECTION 2.3.      Initial Contribution of Trust Property; Organizational Expenses .  The Trustees acknowledge receipt in trust from the Depositor in connection with the Original Declaration of the sum of $10, which constituted the initial Trust Property. The Depositor shall pay organizational expenses of the Trust as they arise or shall, upon request of any Trustee, promptly reimburse such Trustee for any such expenses paid by such Trustee. The Depositor shall make no claim upon the Trust Property for the payment of such expenses.

SECTION 2.4.      Issuance of the Preferred Securities .

(a)   On December 30, 2009, the Depositor, on behalf of the Trust and pursuant to the Original Declaration, executed and delivered the Subscription Agreements which action is hereby authorized, approved and ratified in all respects.  Contemporaneously with the execution and delivery of this Declaration, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2, and, after authenticated by the Property Trustee, deliver in accordance with the Subscription Agreements, Preferred Securities Certificates, registered in the name of the Persons entitled thereto, in an aggregate amount of up to 6,875 Preferred Securities, each having a Liquidation Amount of $1,000, for an aggregate Liquidation Amount of up to $6,975,000, against receipt of the aggregate purchase price of such Preferred Securities of $1,000 per Preferred Security or up to $6,975,000 in the aggregate, which amount such Administrative Trustee shall promptly deliver to the Depositor as partial payment for the Debentures to be issued to the Trust in accordance with Section 2.5(a).

(b)   If the Depositor elects to have a second closing (the “Second Closing”), then, upon the order of the Depositor, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and, after authenticated by the Property Trustee, deliver in accordance with the additional Subscription Agreements, Preferred Securities, registered in the name of the Persons entitled thereto, in a specified aggregate amount not to exceed 23,025 against receipt of the aggregate purchase price of such Preferred Securities of up to $23,025,000, which amount such Administrative Trustee shall promptly deliver to the Depositor as partial payment for the Debentures to be issued to the Trust in accordance with Section 2.5(b).

SECTION 2.5.      Issuance of Common Securities; Subscription and Purchase of the Debentures .

(a)   Contemporaneously with the execution and delivery of this Declaration, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Depositor, Common Securities Certificates, registered in the name of the Depositor, in an aggregate amount of up to 217 Common Securities, each having a Liquidation Amount of $1,000, for an aggregate Liquidation Amount of $217,000.  Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase Debentures from the Depositor, registered in the name of the Property Trustee on behalf of the Trust and having an aggregate principal amount of up to $7,192,000, and, in satisfaction of the purchase price for such Debentures, the Administrative Trustees, on behalf of the Trust, shall, in addition to the Common Securities described herein, deliver to the Depositor the aggregate purchase price of the Preferred Securities referred to in Section 2.4(a) above of up to $6,975,000.

(b)   If the Depositor elects to have a Second Closing, then an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Depositor, Common Securities Certificates, registered in the name of the Depositor, in an additional aggregate amount of up to 713 Common Securities, having an aggregate Liquidation Amount of up to $713,000.  Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase from the Depositor additional Debentures, registered in the name of the Property Trustee on behalf of the Trust and having an aggregate principal amount of up to $23,738,000, and, in satisfaction of the purchase price of such Debentures, the Administrative Trustees, on behalf of the Trust, shall, in addition to the Common Securities described herein, deliver to the Depositor the aggregate purchase price of the Preferred Securities referred to in Section 2.4(b) above of up to $23,025,000.

SECTION 2.6.      Declaration of Trust . The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Debentures; and (b) to engage in those activities necessary, convenient or incidental thereto. The Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it shall hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Statutory Trust Act.

SECTION 2.7.      Authorization to Enter Into Certain Transactions .

(a)   The Trustees shall conduct the affairs of the Trust in accordance with the terms of this Declaration. Subject to the limitations set forth in paragraph (b) of this Section 2.7 and Article VIII, and in accordance with the following provisions (i) and (ii) of this Section 2.7(a), the Administrative Trustees shall have the authority to enter into all transactions and agreements determined by the Administrative Trustees to be appropriate in exercising the authority, express or implied, otherwise granted to the Administrative Trustees under this Declaration, and to perform all acts in furtherance thereof, including without limitation, the following:

(i)   As among the Trustees, each Administrative Trustee, acting singly or jointly, shall have the power and authority to act on behalf of the Trust with respect to the following matters:

(A)   the issuance and sale of the Trust Securities and the compliance with the Subscription Agreements in connection therewith;

(B)   to cause the Trust to enter into, and to execute, deliver and perform on behalf of the Trust, such agreements or documents as may be necessary or desirable in connection with the purposes and function of the Trust;

(C)   assisting in obtaining registration exemptions for the Preferred Securities under the Securities Act, and under state securities or blue sky laws, and the qualification of this Declaration as a trust indenture under the Trust Indenture Act;

(D)   the sending of notices (other than notices of default) and other information regarding the Trust Securities and the Debentures to the Securityholders in accordance with this Declaration;

(E)   the appointment of a Paying Agent and Securities Registrar in accordance with this Declaration;

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

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

(H)   the taking of any action incidental to the foregoing as the Administrative Trustees may from time to time determine is necessary or advisable to give effect to the terms of this Declaration for the benefit of the Securityholders (without consideration of the effect of any such action on any particular Securityholder).

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

(A)   the establishment of the Payment Account;

(B)   the receipt of the Debentures;

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

(D)   the distribution of amounts owed to the Securityholders in respect of the Trust Securities in accordance with the terms of this Declaration;

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

(F)   the sending of notices of default and other information regarding the Trust Securities and the Debentures to the Securityholders in accordance with this Declaration;

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

(H)   to the extent provided in this Declaration, the winding up of the affairs of and liquidation of the Trust;

(I)   after an Event of Default, the taking of any action incidental to the foregoing as the Property Trustee may from time to time determine is necessary or advisable to give effect to the terms of this Declaration and protect and conserve the Trust Property for the benefit of the Securityholders (without consideration of the effect of any such action on any particular Securityholder);

(J)   registering transfers of the Trust Securities in accordance with this Declaration; and

(K)   except as otherwise provided in this Section 2.7(a)(ii), the Property Trustee shall have none of the duties, liabilities, powers or the authority of the Administrative Trustees set forth in Section 2.7(a)(i).

(b)   So long as this Declaration remains in effect, the Trust (or the Trustees acting on behalf of the Trust) shall not undertake any business, activities or transaction except as expressly provided herein or contemplated hereby. In particular, the Trustees shall not (i) acquire any investments or engage in any activities not authorized by this Declaration; (ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or interests therein, including to Securityholders, except as expressly provided herein; (iii) take any action that would cause the Trust to fail or cease to qualify as a “grantor trust” for United States federal income tax purposes; (iv) incur any indebtedness for borrowed money or issue any other debt; or (v) take or consent to any action that would result in the placement of a Lien on any of the Trust Property. The Administrative Trustees shall defend all claims and demands of all Persons at any time claiming any Lien on any of the Trust Property adverse to the interest of the Trust or the Securityholders in their capacity as Securityholders.

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

(i)   the preparation and filing by the Trust with the Commission and applicable state securities regulators the documents necessary to secure applicable state and federal registration exemptions in relation to the Preferred Securities and the Debentures (the “Exemptions”), including any amendments thereto;

(ii)   the determination of the states in which to take appropriate action to qualify for Exemptions and to do any and all such acts, other than actions which must be taken by or on behalf of the Trust, and advise the Trustees of actions they must take on behalf of the Trust, and prepare for execution and filing any documents to be executed and filed by the Trust or on behalf of the Trust, as the Depositor deems necessary or advisable in order to comply with the applicable laws of any such states;

(iii)   the negotiation of the terms of, and the execution and delivery of, the Subscription Agreements providing for the sale of the Preferred Securities;

(iv)   the taking of any other actions necessary or desirable to carry out any of the foregoing activities; and,

(v)   taking such steps as may be necessary to ensure compliance with applicable federal and state securities laws, or exemptions therefrom, in connection with the transfer of the Preferred Securities.

(d)   Notwithstanding anything herein to the contrary, the Administrative Trustees are authorized and directed to conduct the affairs of the Trust and to operate the Trust so that the Trust shall not be deemed to be an “investment company” required to be registered under the Investment Company Act, shall be classified as a “grantor trust” and not as an association taxable as a corporation for United States federal income tax purposes and so that the Debentures shall be treated as indebtedness of the Depositor for United States federal income tax purposes. In this connection, subject to Section 11.2, the Depositor and the Administrative Trustees are authorized to take any action and the Administrative Trustees are authorized to direct the Property Trustee in writing to take any action, not inconsistent with applicable law or this Declaration, that each of the Depositor and the Administrative Trustees determines in their discretion to be necessary or desirable for such purposes. The Property Trustee shall take any action so directed by one or more of the Administrative Trustees.

SECTION 2.8.      Assets of Trust .  The assets of the Trust shall consist of the Trust Property.

SECTION 2.9.      Title to Trust Property .  Legal title to all Trust Property shall be vested at all times in the Property Trustee (in its capacity as such) and shall be held and administered by the Property Trustee for the benefit of the Securityholders in accordance with this Declaration.

SECTION 3.1.      Payment Account .

(a)   On or prior to the First Closing Date, the Property Trustee shall establish the Payment Account. The Property Trustee and any agent of the Property Trustee shall have exclusive control and sole right of withdrawal with respect to the Payment Account for the purpose of making deposits and withdrawals from the Payment Account in accordance with this Declaration. All monies and other property deposited or held from time to time in the Payment Account shall be held by the Property Trustee in the Payment Account for the exclusive benefit of the Securityholders and for distribution as herein provided, including (and subject to) any priority of payments provided for herein.

(b)   The Property Trustee shall deposit in the Payment Account, promptly upon receipt, all payments of principal of or interest on, and any other payments or proceeds with respect to, the Debentures. Amounts held in the Payment Account shall not bear interest or be invested by the Property Trustee pending distribution thereof.

SECTION 4.1.      Distributions .

(a)   Distributions on the Trust Securities shall be cumulative, and shall accumulate whether or not there are funds of the Trust available for the payment of Distributions. Distributions shall accumulate from the date of issuance of the Trust Securities, and, except during any Extended Interest Period with respect to the Debentures, shall be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on March 15, 2010. If any date on which a Distribution is otherwise payable on the Trust Securities is not a Business Day, then the payment of such Distribution shall be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day (and without any reduction in interest or any other payment in respect of any such acceleration), in each case with the same force and effect as if made on such date (each date on which distributions are payable in accordance with this Section 4.1(a), a “Distribution Date”).

(b)   The Trust Securities represent undivided beneficial interests in the Trust Property. Distributions on the Trust Securities shall be payable at a rate of 9.875% per annum of the Liquidation Amount of the Trust Securities. The amount of Distributions payable for any full period shall be computed on the basis of a 360-day year of twelve 30-day months. The amount of Distributions for any partial period shall be computed on the basis of the number of days elapsed in a 360-day year of twelve 30-day months. During any Extended Interest Period with respect to the Debentures, Distributions on the Preferred Securities shall be deferred for a period equal to the Extended Interest Period. The amount of Distributions payable for any period shall include the Additional Amounts, if any.

(c)   Distributions on the Trust Securities shall be made by the Property Trustee solely from the Payment Account and shall be payable on each Distribution Date only to the extent that the Trust has funds then on hand and immediately available by 12:30 p.m. on each Distribution Date in the Payment Account for the payment of such Distributions.

(d)   Distributions on the Trust Securities with respect to a Distribution Date shall be payable to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Day immediately preceding the Distribution Date.

SECTION 4.2.      Redemption .

(a)   On each Debenture Redemption Date and at maturity of the Debentures, the Trust shall be required to redeem a Like Amount of Trust Securities at the Redemption Price.

(b)   Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder’s address appearing in the Securities Register. The Property Trustee shall have no responsibility for the accuracy of any CUSIP number contained in such notice. All notices of redemption shall state:

(i)   the Redemption Date;

(ii)   the Redemption Price;

(iii)   the CUSIP number;

(iv)   if less than all the outstanding Trust Securities are to be redeemed, the identification and the aggregate Liquidation Amount of the particular Trust Securities to be redeemed;

(v)   that, on the Redemption Date, the Redemption Price shall become due and payable upon each such Trust Security to be redeemed and that Distributions thereon shall cease to accumulate on and after said date, except as provided in Section 4.2(d); and

(vi)   the place or places at which Trust Securities are to be surrendered for the payment of the Redemption Price.

(c)   The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price with the proceeds from the contemporaneous redemption of the Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price shall be pa