1.
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Certified
Board Resolutions approving a form of the Officer’s Certificate
establishing the form, terms and conditions of the Subordinated Debentures
pursuant to Section 303(a) of the Subordinated Indenture and authorizing
the Chairman of the Board, the Vice Chairman, President, the Vice
President, the Treasurer or the Assistant Treasurer of the Company to
approve and accept the final financial terms and conditions of the
issuance of the Subordinated Debentures and to execute and deliver the
Officer’s Certificate containing such additional terms and
conditions;
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2.
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An
Officer’s Certificate, dated March 20, 2008, with respect to the
Subordinated Debentures establishing the form of the Subordinated
Debentures of such series and the terms of the Subordinated Debentures of
such series pursuant to Sections 303(a), 201 and 102 of the Subordinated
Indenture and the Board Resolutions referred to in paragraph
1;
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3.
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Global
certificate No. R-l which represents $315,000,000 aggregate principal
amount of the 8.75% Junior Subordinated Debentures, executed on behalf of
the Company by an Authorized Officer pursuant to the provisions of Section
303(c) of the Subordinated Indenture;
and
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4.
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Opinion
of Counsel pursuant to Sections 303(d) and 102 of the Subordinated
Indenture.
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