Amended & Restated Trust Agreement




  
 EXHIBIT 4.5 
  
 AMENDED
AND RESTATED TRUST AGREEMENT 
  
 among 
  
 BANCFIRST CORPORATION, as Depositor, 
  
 THE BANK OF NEW YORK, 
 as Property Trustee, 
  
 THE BANK OF NEW YORK (Delaware), 
 as
Delaware Trustee, 
  
 and 
  
 The Administrative Trustees Named Herein 
  
 Dated as of
                                , 2004 
  








 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page


			
	 ARTICLE I.
	  	DEFINED TERMS	  	1
	 Section 1.1.
	  	 Definitions
	  	1
			
	 ARTICLE II.
	  	ESTABLISHMENT OF THE TRUST SECTION	  	10
	 Section 2.1.
	  	 Name
	  	10
	 Section 2.2.
	  	 Office of the Delaware Trustee; Principal Place of Business
	  	11
	 Section 2.3.
	  	 Initial Contribution of Trust Property; Organizational Expenses
	  	11
	 Section 2.4.
	  	 Issuance of the Preferred Securities
	  	11
	 Section 2.5.
	  	 Issuance of the Common Securities; Subscription and Purchase of Debentures
	  	11
	 Section 2.6.
	  	 Declaration of Trust
	  	12
	 Section 2.7.
	  	 Authorization to Enter into Certain Transactions
	  	12
	 Section 2.8.
	  	 Assets of Trust
	  	15
	 Section 2.9.
	  	 Title to Trust Property
	  	15
			
	 ARTICLE III.
	  	PAYMENT ACCOUNT	  	16
	 Section 3.1.
	  	 Payment Account
	  	16
			
	 ARTICLE IV.
	  	DISTRIBUTIONS; REDEMPTION	  	16
	 Section 4.1.
	  	 Distributions
	  	16
	 Section 4.2.
	  	 Redemption
	  	17
	 Section 4.3.
	  	 Subordination of Common Securities
	  	19
	 Section 4.4.
	  	 Payment Procedures
	  	19
	 Section 4.5.
	  	 Tax Returns and Reports
	  	20
	 Section 4.6.
	  	 Payment of Taxes, Duties, Etc. of the Trust
	  	20
	 Section 4.7.
	  	 Payments under Indenture or Pursuant to Direct Actions
	  	20
			
	 ARTICLE V.
	  	TRUST SECURITIES CERTIFICATES	  	20
	 Section 5.1.
	  	 Initial Ownership
	  	20
	 Section 5.2.
	  	 The Trust Securities Certificates
	  	20
	 Section 5.3.
	  	 Execution and Delivery of Trust Securities Certificates
	  	21
	 Section 5.4.
	  	 Registration of Transfer and Exchange of Preferred Securities Certificates
	  	21
	 Section 5.5.
	  	 Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates
	  	22
	 Section 5.6.
	  	 Persons Deemed Securityholders
	  	22
	 Section 5.7.
	  	 Access to List of Securityholders’ Names and Addresses
	  	22
	 Section 5.8.
	  	 Maintenance of Office or Agency
	  	23
	 Section 5.9.
	  	 Appointment of Paying Agent
	  	23
	 Section 5.10.
	  	 Ownership of Common Securities by Depositor
	  	24
	 Section 5.11.
	  	 Book Entry Preferred Securities Certificates; Common Securities Certificate
	  	24
	 Section 5.12.
	  	 Notices to Clearing Agency
	  	25
	 Section 5.13.
	  	 Definitive Preferred Securities Certificates
	  	25
	 Section 5.14.
	  	 Rights of Securityholders
	  	25

  







 TABLE OF CONTENTS 
 (continued) 
  

					
	 	  	 	  	Page


	 ARTICLE VI.
	  	ACTS OF SECURITYHOLDERS; MEETINGS, VOTING	  	27
	 Section 6.1.
	  	 Limitations on Voting Rights
	  	27
	 Section 6.2.
	  	 Notice of Meetings
	  	28
	 Section 6.3.
	  	 Meetings of Preferred Securityholders
	  	29
	 Section 6.4.
	  	 Voting Rights
	  	29
	 Section 6.5.
	  	 Proxies, etc.
	  	29
	 Section 6.6.
	  	 Securityholder Action by Written Consent
	  	29
	 Section 6.7.
	  	 Record Date for Voting and Other Purposes
	  	30
	 Section 6.8.
	  	 Acts of Securityholders
	  	30
	 Section 6.9.
	  	 Inspection of Records
	  	31
			
	 ARTICLE VII.
	  	REPRESENTATIONS AND WARRANTIES	  	31
	 Section 7.1.
	  	 Representations and Warranties of the Bank
	  	31
	 Section 7.2.
	  	 Representations and Warranties of Depositor
	  	32
			
	 ARTICLE VIII.
	  	THE TRUSTEES	  	33
	 Section 8.1.
	  	 Certain Duties and Responsibilities
	  	33
	 Section 8.2.
	  	 Certain Notices
	  	34
	 Section 8.3.
	  	 Certain Rights of Property Trustee
	  	34
	 Section 8.4.
	  	 Not Responsible for Recitals or Issuance of Securities
	  	36
	 Section 8.5.
	  	 May Hold Securities
	  	36
	 Section 8.6.
	  	 Compensation; Indemnity; Fees
	  	37
	 Section 8.7.
	  	 Corporate Property Trustee Required; Eligibility of Trustees
	  	38
	 Section 8.8.
	  	 Conflicting Interests
	  	38
	 Section 8.9.
	  	 Co-Trustees and Separate Trustee
	  	38
	 Section 8.10.
	  	 Resignation and Removal; Appointment of Successor
	  	40
	 Section 8.11.
	  	 Acceptance of Appointment by Successor
	  	41
	 Section 8.12.
	  	 Merger, Conversion, Consolidation or Succession to Business
	  	42
	 Section 8.13.
	  	 Preferential Collection of Claims Against Depositor or Trust
	  	42
	 Section 8.14.
	  	 Reports by Property Trustee
	  	43
	 Section 8.15.
	  	 Reports to the Property Trustee
	  	43
	 Section 8.16.
	  	 Evidence of Compliance with Conditions Precedent
	  	43
	 Section 8.17.
	  	 Number of Trustees
	  	44
	 Section 8.18.
	  	 Delegation of Power
	  	44
	 Section 8.19.
	  	 Voting
	  	44
			
	 ARTICLE IX.
	  	DISSOLUTION, LIQUIDATION AND MERGER	  	45
	 Section 9.1.
	  	 Dissolution Upon Expiration Date
	  	45
	 Section 9.2.
	  	 Early Dissolution
	  	45
	 Section 9.3.
	  	 Dissolution
	  	45
	 Section 9.4.
	  	 Liquidation
	  	45
	 Section 9.5.
	  	 Mergers, Consolidations, Amalgamations or Replacements of the Trust
	  	47

  
 ii 







 TABLE OF CONTENTS 
 (continued) 
  

					
	 	  	 	  	Page


	 ARTICLE X.
	  	MISCELLANEOUS PROVISIONS	  	48
	 Section 10.1.
	  	 Limitation of Rights of Securityholders
	  	48
	 Section 10.2.
	  	 Amendment
	  	48
	 Section 10.3.
	  	 Counterparts
	  	49
	 Section 10.4.
	  	 Separability
	  	49
	 Section 10.5.
	  	 Governing Law
	  	50
	 Section 10.6.
	  	 Payments Due on Non-Business Day
	  	50
	 Section 10.7.
	  	 Successors
	  	50
	 Section 10.8.
	  	 Headings
	  	50
	 Section 10.9.
	  	 Reports, Notices and Demands
	  	50
	 Section 10.10.
	  	 Agreement Not to Petition
	  	51
	 Section 10.11.
	  	 Trust Indenture Act; Conflict with Trust Indenture Act
	  	51
	 Section 10.12.
	  	 Acceptance of Terms of Trust Agreement, Guarantee and Indenture
	  	52
			
	 Exhibit A
	  	 Certificate of Trust
	  	 
	 Exhibit B
	  	 Form of Common Securities Certificate
	  	 
	 Exhibit C
	  	 Form of Agreement as to Expenses and Liabilities
	  	 
	 Exhibit D
	  	 Form of Preferred Securities Certificate
	  	 

  

  
 iii 
  







 BFC CAPITAL TRUST II 
  
 Certain Sections of this Trust Agreement relating to 
 Sections 310 through 318 of the Trust Indenture Act of 1939: 
  

					
	 	 	 Trust Indenture Act Section

	 	 Trust Agreement Section


	 §310
	 	(a) (1)	 	8.7
	 	 	(a) (2)	 	8.7
	 	 	(a) (3)	 	8.7, 8.9
	 	 	(a) (4)	 	2.7 (a) (ii)
	 	 	(b)	 	8.8
	 §311
	 	(a)	 	8.13
	 	 	(b)	 	8.13
	 	 	(c)	 	Not Applicable
	 §312
	 	(a)	 	5.7
	 	 	(b)	 	5.7
	 	 	(c)	 	5.7
	 §313
	 	(a)	 	8.14 (a); 8.14 (b)
	 	 	(b)	 	8.14 (b)
	 	 	(c)	 	10.9
	 	 	(d)	 	8.14 (c)
	 §314
	 	(a)	 	8.15
	 	 	(b)	 	Not Applicable
	 	 	(c) (1)	 	8.16
	 	 	(c) (2)	 	8.16
	 	 	(c) (3)	 	Not Applicable
	 	 	(d)	 	Not Applicable
	 	 	(e)	 	1.1, 8.16
	 §315
	 	(a)	 	8.1 (a), 8.3 (a)
	 	 	(b)	 	8.2. 10.9
	 	 	(c)	 	8.1 (a)
	 	 	(d)	 	8.1, 8.3
	 	 	(e)	 	Not Applicable
	 §316
	 	(a)	 	1.1, 6.1(b)
	 	 	(a) (1) (A)	 	6.1(b)
	 	 	(a) (1) (B)	 	6.1(b), 5.14
	 	 	(a) (2)	 	Not Applicable
	 	 	(b)	 	5.14
	 	 	(c)	 	6.7
	 §317
	 	(a) (1)	 	Not Applicable
	 	 	(a) (2)	 	8.13
	 	 	(b)	 	5.9, 8.2
	 §318
	 	(a)	 	10.11


 Note: This reconciliation and tie sheet shall not,
for any purpose, be deemed to be a part of the Trust Agreement. 
  
 iv 







 AMENDED AND RESTATED TRUST AGREEMENT (this “Trust Agreement”), dated as of
                        , 2004, among (i) BancFirst Corporation, an Oklahoma corporation (including any successors or
assigns, the “Depositor”); (ii) The Bank of New York, a New York banking corporation, as property trustee, (in such capacity, the “Property Trustee” and, in its separate corporate capacity and not in its
capacity as Property Trustee, the “Bank”); (iii) The Bank of New York (Delaware), as Delaware trustee (the “Delaware Trustee”); (iv) David E. Rainbolt, an individual; Joe T. Shockley, an individual; and Randy
P. Foraker, an individual; each of whose address is c/o BancFirst Corporation, 101 North Broadway, Suite 800, Oklahoma City, Oklahoma 73102 (each an “Administrative Trustee” and collectively the “Administrative
Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees are referred to collectively herein as the “Trustees”) and (v) the several Holders, as hereinafter defined. 
  
 WITNESSETH 
  
 WHEREAS, the Depositor, the Delaware Trustee and each of the
Administrative Trustees, have heretofore duly declared and established a statutory trust pursuant to the Delaware Statutory Trust Act by the entering into that certain Trust Agreement, dated as of January 27, 2004 (the “Original
Trust Agreement”), and by the execution and filing by the Administrative Trustees and the Delaware Trustee with the Secretary of State of the State of Delaware of the Certificate of Trust, filed on January 27, 2004, attached as
Exhibit A; and 
  
 WHEREAS, the parties
desire to amend and restate the Original Trust Agreement in its entirety as set forth herein to provide for, among other things, (a) the issuance of the Common Securities by the Trust to the Depositor, (b) the issuance and sale of the Preferred
Securities by the Trust pursuant to the Underwriting Agreement, (c) the acquisition by the Trust from the Depositor of all of the right, title and interest in the Debentures and (d) the appointment of the Property Trustee; 
  
 NOW THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, each party, for the benefit of the other parties and for the benefit of the Securityholders, hereby agrees as follows: 
  
 ARTICLE I. 
  
 DEFINED TERMS 
  
 Section 1.1. Definitions. 
  
 For all purposes of this Trust Agreement, except as otherwise expressly
provided or unless the context otherwise requires: 
  
 (a) the
terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; 
  
 (b) all other terms used herein that are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them
therein; 
  
 (c) unless the context otherwise requires, any
reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this Trust Agreement; 
  
 (d) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Trust Agreement as a whole
and not to any particular Article, Section or other subdivision; and 
  
 1 







 (e) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance
with generally accepted accounting principles, and the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles which are generally accepted at
the date or time of such computation: provided, that when two or more principles are so generally accepted, it shall mean that set of principles consistent with those in use by the Company. 
  
 “1940 Act” means the Investment Company Act of 1940,
as amended. 
  
 “Act” has the meaning
specified in Section 6.8. 
  
 “Additional
Amount” means, with respect to Trust Securities of a given Liquidation Amount and/or a given period, the amount of Additional Interest (as defined in the Indenture) paid by the Depositor on a Like Amount of Debentures for such period.

  
 “Additional Sums” has the meaning
specified in Section 10.6 of the Indenture. 
  
 “Administrative Trustee” means each of the Persons identified as an “Administrative Trustee” in the preamble to this Trust Agreement solely in such Person’s capacity as Administrative Trustee of the
Trust created and continued hereunder and not in such Person’s individual capacity, or such Administrative Trustee’s successor in interest in such capacity, or any successor trustee appointed as herein provided. 
  
 “Affiliate” of any specified Person means any other
Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing. 
  
 “Authenticating
Agent” means an authenticating agent with respect to the Preferred Securities appointed by the Property Trustee pursuant to Section 2.4. 
  
 “Bank” has the meaning specified in the preamble to this Trust Agreement. 
  
 “Bankruptcy Event” means, with respect to any Person:

  
 (a) the entry of a decree or order by a court having
jurisdiction in the premises judging such Person a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjudication or composition of or in respect of such Person under any applicable Bankruptcy Law,
or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of such Person or of any substantial part of its property or ordering the winding up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive days; or 
  
 (b) institution by such Person of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or
answer or consent seeking reorganization or relief under any applicable Bankruptcy Law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or similar official) of
such Person or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due and its willingness to be
adjudicated a bankrupt, or the taking of corporate action by such Person in furtherance of any such action. 
  
 2 







 “Bankruptcy Law” means any Federal or state bankruptcy, insolvency,
reorganization or similar law. 
  
 “Board
Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Depositor to have been duly adopted by the Depositor’s Board of Directors, or such committee of the Board of Directors or officers
of the Depositor to which authority to act on behalf of the Board of Directors has been delegated, and to be in full force and effect on the date of such certification, and delivered to the appropriate Trustees. 
  
 “Book-Entry Preferred Securities Certificates” means
a beneficial interest in the Preferred Securities Certificates, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 5.11. 
  
 “Business Day” means a day other than (a) a Saturday or Sunday, (b) a day on which banking
institutions in the State of New York are authorized or required by law or executive order to remain closed, or (c) a day on which the Property Trustee’s Corporate Trust Office or the Corporate Trust Office of the Debenture Trustee is closed
for business. 
  
 “Capital Treatment
Event” means the reasonable determination by the Depositor 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 thereof or therein, or as a result of any official or administrative pronouncement or action or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or such prospective change,
pronouncement or decision is announced on or after the original issuance of the Preferred Securities, there is more than an insubstantial risk that the Depositor will not be entitled to treat the Preferred Securities (or any substantial portion
thereof) as “Tier I Capital” (or the then equivalent thereof) for purposes of the capital adequacy guidelines of the primary federal regulator of the Depositor, as then in effect and applicable to the Depositor. 
  
 “Certificate Depository Agreement” means the
agreement among the Trust, the Depositor and The Depository Trust Company, as the initial Clearing Agency, dated as of the Closing Date, relating to the Preferred Securities Certificates, as the same may be amended and supplemented from time to
time. 
  
 “Certificate of Trust” means the
certificate of trust filed with the Secretary of State of the State of Delaware with respect to the Trust, as amended or restated from time to time. 
  
 “Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.
The Depository Trust Company will act as the initial Clearing Agency hereunder. 
  
 “Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of
securities deposited with the Clearing Agency. 
  
 “Closing Date” means the date of execution and delivery of this Trust Agreement. 
  
 “Code” means the Internal Revenue Code of 1986, as amended. 
  
 “Commission” means the Securities and Exchange Commission, as from time to time constituted, created
under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

  
 3 







 “Common Securities Certificate” means a certificate evidencing ownership of
Common Securities, substantially in the form attached as Exhibit B. 
  
 “Common Security” means an undivided beneficial interest in the assets of the Trust, having a Liquidation Amount of $25 and having the rights provided therefor in this Trust Agreement,
including the right to receive Distributions and a Liquidation Distribution as provided herein. 
  
 “Common Securityholder” means the Securityholder holding the Common Security. 
  
 “Corporate Trust Office” means (i) when used with
respect to the Property Trustee, the office of the Property Trustee at which the corporate trust business of the Property Trustee shall, at any particular time, be principally administered, which office at the date of execution of this Trust
Agreement is located at 101 Barclay Street, Floor 8 West, New York, New York 10286; and (ii) when used with respect to the Debenture Trustee, the office of the Debenture Trustee at which the corporate trust business of the Debenture Trustee shall,
at any particular time, be principally administered, which office at the date of execution of this Trust Agreement is located at 101 Barclay Street, Floor 8 West, New York, New York 10286; 
  
 “Debenture Event of Default” means an “Event of
Default” as defined in the Indenture. 
  
 “Debenture Redemption Date” means, with respect to any Debentures to be redeemed under the Indenture, the date fixed for redemption under the Indenture. 
  
 “Debenture Tax Event” means a “Tax Event” as defined in the Indenture. 
  
 “Debenture Trustee” means The Bank of New
York, and any successor thereto, as trustee under the Indenture. 
  
 “Debentures” means the aggregate principal amount of the Depositor’s         % Junior Subordinated Deferrable Interest Debentures, issued pursuant to the Indenture.

  
 “Definitive Preferred Securities
Certificates” means either or both (as the context requires) of (a) Preferred Securities Certificates issued as Book-Entry Preferred Securities Certificate as provided in Section 5.11(a) and (b) Preferred Securities Certificates issued
in certificated, fully registered form as provided in Section 5.13. 
  
 “Delaware Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. (§) 3801, et seq., as it may be amended from time to time. 
  
 “Delaware Trustee” means the Person identified as the
“Delaware Trustee” in the preamble to this Trust Agreement solely in its capacity as Delaware Trustee of the Trust created and continued hereunder and not in its individual capacity, or its successor in interest in such capacity, or .any
successor trustee appointed as herein provided. 
  
 “Depositor” has the meaning specified in the preamble to this Trust Agreement. 
  
 “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 Dissolution Event” has the
meaning specified in Section 9.2. 
  
 4 







 “Event of Default” means any one of the following events (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

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

 
 (b) default by the Trust in the payment of any Distribution when it
becomes due and payable, and continuation of such default for a period of 30 days (subject to the Depositor exercising its right to defer the payment of interest on the Debentures pursuant to Section 3.11 of the Indenture); or 
  
 (c) default by the Trust in the payment of any Redemption Price of any Trust
Security when it becomes due and payable; or 
  
 (d) default in
the performance or breach, in any material respect, of any covenant or warranty of the Property Trustee in this Trust Agreement (other than a covenant or warranty a default in the performance or breach of which is dealt with in clause (b) or (c)
above) and continuation of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the defaulting Property Trustee and the Trust by the Holders of at least 25% in aggregate liquidation
preference of the Outstanding Preferred 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) the occurrence of a Bankruptcy Event with respect to the Property
Trustee and the failure by the Depositor to appoint a successor Property Trustee within 60 days thereof. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
  
 “Expense Agreement” means the Agreement as to
Expenses and Liabilities between the Depositor and the Trust, substantially in the form attached as Exhibit C, as amended from time to time. 
  
 “Expiration Date” has the meaning specified in Section 9.1. 
  
 “Guarantee” means the Guarantee Agreement, dated as of
            , 2004, executed and delivered by the Depositor and The Bank of New York, as trustee, contemporaneously with the execution and delivery of this Trust Agreement, for the
benefit of the holders of the Preferred Securities, as amended from time to time. 
  
 “Holder” means a Securityholder. 
  
 “Indenture” means the Junior Subordinated Indenture, dated as of             , 2004, between the Depositor and the Debenture
Trustee, as trustee, as amended or supplemented from time to time. 
  
 “Investment Company Event” means the receipt by the Depositor 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 a 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 will be considered an “investment company” that
is required to be registered under the 1940 Act, which change becomes effective on or after the date or original issuance of the Preferred Securities under this Trust Agreement. 
  
 5 







 “Lien” means any lien, pledge, charge, encumbrance, mortgage, deed of
trust, adverse, ownership interest, adverse claim, hypothecation, assignment, security interest or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever. 
  
 “Like Amount” means (a) with respect to a redemption
of Trust Securities, Trust Securities having a Liquidation Amount equal to the principal amount of Debentures to be contemporaneously redeemed in accordance with the Indenture, allocated to the Common Securities and the Preferred Securities based
upon the relative Liquidation Amounts of such classes and the proceeds of which will be used to pay the Redemption Price of such Trust Securities, and (b) with respect to a distribution of Debentures to Holders of Trust Securities in connection with
a dissolution or liquidation of the Trust, Debentures having a principal amount equal to the Liquidation Amount of the Trust Securities of the Holder to whom such Debentures are distributed. 
  
 “Liquidation Amount” means the stated amount of $25
per Trust Security. 
  
 “Liquidation Date”
means the date on which Debentures are to be distributed to Holders of Trust Securities in connection with a dissolution and liquidation of the Trust pursuant to Section 9.4(a). 
  
 “Liquidation Distribution” has the meaning specified in Section 9.4(d). 
  
 “Officers’ Certificate” means a certificate
signed by the Chairman of the Board of Directors, a Vice Chairman of the Board of Directors, the Chief Executive Officer, the President or a Vice President, and by the Chief Financial Officer, Treasurer, the Secretary or an Assistant Secretary of
the Depositor, and delivered to the appropriate Trustee. One of the officers signing an Officers’ Certificate given pursuant to Section 8.16 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 Trust Agreement 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 a written opinion of
counsel, who may be counsel for the Trust or the Depositor, but not including an employee of any thereof, and who shall be reasonably acceptable to the Property Trustee. 
  
 “Original Trust Agreement” has the meaning specified in the recitals to this Trust Agreement.

  
 “Outstanding,” when used with respect
to Trust Securities, means, as of the date of determination, all Trust Securities theretofore executed and delivered under this Trust Agreement, except: 
  
 (a) Trust Securities theretofore canceled by the Property Trustee or delivered to the Property Trustee for cancellation; 
  
 6 







 (b) Trust 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 Trust Securities; provided that, if such Trust Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Trust
Agreement; and 
  
 (c) Trust Securities which have been paid or
in exchange for or in lieu of which other Trust 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, 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 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.
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 that the pledgee is not the Depositor or any Affiliate of the Depositor. Upon the written request of any Trustee, the Depositor shall furnish to such Trustee promptly an Officers’ Certificate listing and identifying all Trust
Securities, if any, known by the Depositor to be owned or held by or for the account of the Depositor, any Trustee or any Affiliate of the Depositor or any Trustee, and, subject to the provisions of Section 8.1, such Trustee shall be entitled to
accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Trust Securities not listed therein are Outstanding for the purpose of any such determination. 
  
 “Owner” means each Person who is the
beneficial owner of a Book-Entry Preferred Securities Certificate as reflected in the records of the Clearing Agency or, if a Clearing Agency Participant is not the Owner, then as reflected in the records of a Person maintaining an account with such
Clearing Agency (directly or indirectly, in accordance with the rules of such Clearing Agency). 
  
 “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 will be held and from which the
Property Trustee, through the Paying Agent, shall make payments to the Securityholders in accordance with Sections 4.1 and 4.2. 
  
 “Person” means any individual, corporation, partnership, joint venture, trust, limited liability company or corporation,
unincorporated organization or government or any agency or political subdivision thereof. 
  
 “Preferred Securities Certificate” means a certificate evidencing ownership of Preferred Securities, substantially in the form attached as Exhibit D. 
  
 “Preferred Security” means an undivided beneficial
interest in the assets of the Trust designated as “        % Cumulative Trust Preferred Securities,” having a Liquidation Amount of $25 
  
 7 







 per security and having the rights provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein. 
  
 “Preferred Securityholder” means a Holder of Preferred Securities. 
  
 “Property Trustee” means the Person identified as the “Property Trustee” in the preamble to this Trust Agreement solely
in its capacity as Property Trustee of the Trust heretofore created 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 Trust Agreement; provided that each Debenture Redemption Date and the stated maturity of the Debentures shall be a Redemption Date for a
Like Amount of Preferred Securities. 
  
 “Redemption
Price” means, with respect to any Trust Security, the Liquidation Amount of such Trust Security, plus accumulated and unpaid Distributions to the Redemption Date, allocated on a pro rata basis (based on Liquidation Amounts) among the
Preferred Securities. 
  
 “Relevant
Trustee” shall have the meaning specified in Section 8.10. 
  
 “Responsible Officer” when used with respect to the Property Trustee, means any vice president, any assistant vice president, any senior trust officer or assistant trust officer, any trust officer, or any other
officer associated with the corporate trust department of the Property 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 such person’s knowledge of and familiarity with the particular subject. 
  
 “Securities Register” and “Securities Registrar” have the respective meanings specified in Section 5.4.

  
 “Securityholder” means a Person in
whose name a Trust Security is registered in the Securities Register, any such Person shall be deemed to be a beneficial owner within the meaning of the Delaware Statutory Trust Act. 
  
 “Tax Event” means the receipt by the Depositor 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 or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or which prospective change, pronouncement or decision is announced
on or after the original issuance of the Preferred Securities under this Trust Agreement, there is more than an insubstantial risk that (a) the Trust is, or will be within 90 days after the date of such Opinion of Counsel, subject to United States
Federal income tax with respect to income received or accrued on the Debentures, (b) interest payable by the Depositor on the Debentures is not, or within 90 days after the date of such Opinion of Counsel will not be, deductible by the Depositor, in
whole or in part, for United States Federal income tax purposes or (c) the Trust is, or will be within 90 days after the date of such Opinion of Counsel subject to more than a de minimis amount of other taxes, duties or other
governmental charges. 
  
 “Trust”
means the Delaware statutory trust created and continued hereby and identified on the cover page to this Trust Agreement. 
  
 8 







 “Trust Agreement” means this Amended and Restated Trust Agreement, as the same
may be modified, amended or supplemented in accordance with the applicable provisions hereof, including (a) all exhibits hereto and (b) for all purposes of this Amended and Restated Trust Agreement and any such modification, amendment or supplement,
the provisions of the Trust Indenture Act that are deemed to be a part of and govern this Trust Agreement and any such modification, amendment or supplement, respectively. 
  
 “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended and 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 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) any cash on deposit in, or owing to, the Payment Account and (c) all proceeds and rights in respect of the foregoing and any other property and assets for the time being held or deemed to be held
by the Property Trustee pursuant to the trusts of this Trust Agreement. 
  
 “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. 
  
 “Underwriters” means the Underwriters named in the Underwriting Agreement. 
  
 “Underwriting Agreement” means that certain Underwriting Agreement dated as of
            , 2004, among the Trust, the Depositor, and Advest, Inc., and Howe Barnes Investments, Inc., as the Underwriters. 
  
 ARTICLE II. 
  
 ESTABLISHMENT OF THE TRUST SECTION 
  
 Section 2.1. Name. 
  
 The Trust continued hereby shall be known as “BFC Capital Trust
II,” as such name may be modified from time to time by the Administrative Trustees following written notice to the Holders of Trust Securities and the other Trustees, in which name the Trustees may engage in the transactions contemplated
hereby, make and execute contracts and other instruments on behalf of the Trust and sue and be sued. 
  
 Section 2.2. Office of the Delaware Trustee; Principal Place of Business. 
  
 The address of the Delaware Trustee in the State of Delaware is: 
  

The Bank of New York (Delaware) 
 700 White Clay Center 
 Route 273 
 Newark, Delaware 19711 
 Attention: Corporate Trust Department 
  
 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 BancFirst Corporation, 101 North Broadway,
Suite 800, Oklahoma City, Oklahoma 73102. 
  
 9 







 Section 2.3. Initial Contribution of Trust Property; Organizational Expenses. 
  
 The Trustees acknowledges receipt in trust from the Depositor in connection
with the Trust Agreement 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) The Depositor and an Administrative Trustee, on behalf of the Trust and pursuant to the Trust Agreement, have executed and delivered the
Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the
Underwriting Agreement, Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, as instructed by Advest, Inc., as an Underwriter, in an aggregate amount of
             Preferred Securities having an aggregate Liquidation Amount of $            , against receipt of such
aggregate purchase price of such Preferred Securities of $             which amount the Administrative Trustee shall promptly deliver to the Property Trustee. 
  
 (b) A Preferred Securities Certificate shall not be valid until authenticated
by the manual signature of an authorized signatory of the Property Trustee in substantially the form of Exhibit E hereto. The signature shall be conclusive evidence that the Preferred Securities Certificate has been authenticated under this Trust
Agreement. Each Preferred Security Certificate shall be dated the date of its authentication. 
  
 (c) Upon the written order of the Trust signed by one of the Administrative Trustees, the Property Trustee shall authenticate and make available for delivery the Trust Securities Certificates. 
  
 (d) The Property Trustee may appoint an Authenticating Agent acceptable to
the Trust to authenticate the Preferred Securities. An Authenticating Agent may authenticate the Preferred Securities whenever the Property Trustee may do so. Each reference in this Trust Agreement to authentication by the Property Trustee includes
authentication by such agent. An Authenticating Agent has the same rights as the Property Trustee to deal with the Depositor or the Trust. 
  
 Section 2.5. Issuance of the Common Securities; Subscription and Purchase of Debentures. 
  
 Contemporaneously with the execution and delivery of this Trust Agreement, 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
             Common Securities having an aggregate Liquidation Amount of $            , against payment by the
Depositor of such amount, which amount such Administrative Trustee shall promptly deliver to the Property Trustee. An Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase from the Depositor Debentures, registered in the
name of Cede & Co., as nominee of The Depository Trust Company, and having an aggregate principal amount equal to $             and, in satisfaction of the purchase price for
such Debentures, the Property Trustee, on behalf of the Trust, shall deliver to the Depositor the sum of $            , such amount being the sum of the amounts delivered to the
Property Trustee pursuant to (a) the second sentence of Section 2.4 and (b) the first sentence of this Section 2.5. 
  
 10 







 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, advisable 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 will hold the Trust Property in trust upon and subject to the conditions set forth herein for the
benefit of the Trust and 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. This Trust Agreement shall constitute the governing instrument of the Trust. 
  
 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 Trust Agreement. Subject to the limitations set forth in paragraph (b) of this Section and Section 2.6, and in accordance with the following provisions (i) and (ii), the Trustees shall have the authority to
enter into all transactions and agreements determined by the Trustees to be appropriate in exercising the authority, express or implied, otherwise granted to the Trustees under this Trust Agreement, and to perform all acts in furtherance thereof,
including without limitation, the following: 
  
 (i) As among the
Trustees, each Administrative Trustee 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; 

  

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

  

	 	(C)	assisting in the registration (including the execution of a registration statement on the appropriate form) of the Preferred Securities under the Securities Act of 1933, as amended,
and under state securities or blue sky laws, and the qualification of this Trust Agreement as a trust indenture under the Trust Indenture Act, 

  

	 	(D)	assisting in the listing of the Preferred Securities upon such securities exchange or exchanges as shall be determined by the Depositor and the registration of the Preferred
Securities under the Exchange Act, and the preparation and filing of all periodic and other reports and other documents pursuant to the foregoing; 

  

	 	(E)	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 Trust
Agreement; 

  
 11 








	 	(F)	the appointment of a Paying Agent, authenticating agent and Securities Registrar in accordance with this Trust Agreement, 

  

	 	(G)	registering transfer of the Trust Securities in accordance with this Trust Agreement; 

  

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

  

	 	(I)	unless otherwise determined by the Depositor, the Property Trustee or the Administrative Trustees, or as otherwise required by the Delaware Business Trust Act or the Trust Indenture
Act, to execute on behalf of the Trust (either acting alone or together with any or all of the Administrative Trustees) any documents that the Administrative Trustees have the power to execute pursuant to this Trust Agreement; and


  

	 	(J)	the taking of any action incidental to the foregoing as the Trustees may from time to time determine is necessary or advisable to give effect to the terms of this Trust Agreement
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 through the Paying Agent of amounts owed to the Securityholders in respect of the Trust Securities; 

  

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

  

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


  

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

  

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

  

	 	(I)	after an Event of Default (other than under paragraph (b), (c), (d) or (e) of the definition of such term if such Event of Default is by or with respect to the Property Trustee) 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 Trust Agreement 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); 

  
 12 








	 	(J)	so long as the Property Trustee is the Securities Registrar, registering transfers of the Trust Securities in accordance with this Trust Agreement; 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
Trust Agreement 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 Trust Agreement, (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 Trust Agreement are hereby ratified and confirmed in all respects): 
  
 (i) the preparation and filing by the Trust with the Commission and the
execution by the Trust of a registration statement on the appropriate form in relation to the Preferred Securities, including any amendments thereto; 
  
 (ii) the determination of the States in which to take appropriate action to qualify or register for sale all or part of the Preferred Securities and the
determination of any and all such acts, other than actions which must be taken by or on behalf of the Trust, and the advice to the Trustees of actions they must take on behalf of the Trust, and the preparation for execution and filing of any
documents to be executed and filed by the Trust or on behalf of the Trust, as the Depositor deems necessary or advisable in order to comply with the applicable laws of any such States; 
  
 (iii) the preparation for filing by the Trust and execution on behalf of the Trust of an application to the New York Stock
Exchange or any other national stock exchange or the Nasdaq National Market for listing upon notice of issuance of any Preferred Securities; 
  
 (iv) the preparation for filing by the Trust with the Commission and the execution on behalf of the Trust of a registration statement on Form 8-A relating
to the registration of the Preferred Securities under Section 12(b) or 12(g) of the Exchange Act, including any amendments thereto; 
  
 (v) the negotiation of the terms of, and the execution and delivery of, the Underwriting Agreement providing for the sale of the Preferred Securities; and

  
 (vi) the taking of any other actions necessary or desirable
to carry out any of the foregoing activities. 
  
 (d)
Notwithstanding anything herein to the contrary, the Administrative Trustees are authorized and directed to conduct the affairs of the Trust and to operate the Trust so that the Trust will not be deemed to be an “investment company”
required to be registered under the 1940 
  
 13 







 Act, or fail to be classified as a grantor trust for United States federal income tax purposes and so that the Debentures
will be treated as indebtedness of the Depositor for United States federal income tax purposes. In this connection, the Depositor and the Administrative Trustees are authorized to take any action, not inconsistent with applicable law, the
Certificate of Trust or this Trust Agreement, that each of the Depositor and any Administrative Trustee determines in its discretion to be necessary or desirable for such purposes, as long as such action does not adversely affect in any material
respect the interests of the holders of the Preferred Securities. 
  
 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 Trust and the
Securityholders in accordance with this Trust Agreement. 
  
 ARTICLE III. 
  
 PAYMENT ACCOUNT

  
 Section 3.1. Payment Account. 
  
 (a) On or prior to the 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 in and withdrawals from the Payment
Account in accordance with this Trust Agreement. 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 be invested by the Property Trustee pending distribution thereof. 
  
 ARTICLE IV. 
  
 DISTRIBUTIONS; REDEMPTION 
  
 Section 4.1. Distributions. 
  
 (a) The Trust Securities represent undivided beneficial interests in the Trust Property, and Distributions (including of Additional Amounts) will be made on the Trust Securities at the rate and on the dates that
payments of interest (including of Additional Interest, as defined in the Indenture) are made on the Debentures. Accordingly: 
  
 (i) Distributions on the Trust Securities shall be cumulative, and will accumulate whether or not there are funds of the Trust available for the payment
of Distributions. Distributions shall accrue from the date of original issuance of the Trust Securities, and, except in the event (and to the extent) that the Depositor exercises its right to defer the payment of interest on the Debentures pursuant
to the Indenture, shall be payable 
  
 14 







 quarterly in arrears on the 15th day of January, April, July and October of each year, commencing on
April 15, 2004. 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) 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”). 

 
 (ii) Assuming payments of interest on the Debentures are made when due
(and before giving effect to Additional Amounts, if applicable), Distributions on the Trust Securities shall be payable at a rate of         % 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. The amount of Distributions payable for any period shall include the Additional Amounts, if any. 
  
 (iii) Distributions on the Trust Securities shall be made by the Property Trustee 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 available in the Payment Account for the payment of such Distributions. 
  
 (b) 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 the date 15 days prior to the relevant Distribution Date (or if such date is not a Business Day, the next Business Day following such date). 
  
 Section 4.2. Redemption. 
  
 (a) On each Debenture Redemption Date and on the stated maturity of the
Debentures, the Trust will be required to redeem, subject to Section 4.3, 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 30 nor more than 60 days prior
to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder’s address appearing in the Security Register. 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 total Liquidation Amount of the particular Trust
Securities to be redeemed; and 
  
 (v) on the Redemption Date the
Redemption Price will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date. 
  
 (c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price with the proceeds from
the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price shall be payable on 
  
 15 







 each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for
the payment of such Redemption Price. 
  
 (d) If the Property
Trustee gives a notice of redemption in respect of any Preferred Securities, then, by 12:00 noon, Eastern time, on the Redemption Date, subject to Section 4.2(c), with respect to Preferred Securities held in book-entry form, the Property Trustee
will irrevocably deposit with the Clearing Agency for the Preferred Securities, to the extent funds are available, funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to
pay the Redemption Price to the holders thereof. With respect to Preferred Securities held in certificated form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent funds are available,
funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price to the Holders thereof upon surrender of their Preferred Securities Certificates.
Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Register for the Trust Securities
on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then upon the date of such deposit, all rights of Securityholders holding Trust Securities so called for
redemption will cease, except the right of such Securityholders to receive the Redemption Price and any Distribution payable on or prior to the Redemption Date, but without interest, on such Redemption Date and such Securities will cease to be
outstanding. In the event that any date on which any Redemption Price is payable is not a Business Day, then payment of the Redemption Price payable on such date will 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), with the same force and effect as if made on such date. In the event that payment of the Redemption Price in respect of any Trust Securities called for redemption is improperly withheld or
refused and not paid either by the Trust or by the Depositor pursuant to the Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for
such Trust Securities to the date such Redemption Price is actually paid, in which case the actual payment date will be the date fixed for redemption for purposes of calculating the Redemption Price. 
  
 (e) Payment of the Redemption Price on the Trust Securities shall be made to
the recordholders thereof as they appear on the Securities Register for the Trust Securities. 
  
 (f) Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Redemption Price of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days
prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of Preferred Securities of a denomination larger than $25. The Property Trustee shall promptly
notify the Security Registrar in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust
Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation
Amount of Preferred Securities that has been or is to be redeemed. 
  
 16 







 Section 4.3. Subordination of Common Securities. 
  
 (a) Payment of Distributions (including Additional Amounts, if applicable)
on, and the Redemption Price of the Trust-Securities, as applicable, shall be made, subject to Section 4.2(f), pro rata among the Common Securities and the Preferred Securities based on the Liquidation Amount of the Trust Securities;
provided, however, that if on any Distribution Date or Redemption Date any Event of Default resulting from a Debenture Event of Default shall have occurred and is continuing, no payment of any distribution (including Additional
Amounts, if applicable) on, or Redemption Price of, any Common Security, and no other payment on account of the redemption, liquidation or other acquisition of Common Securities, shall be made unless payment in full in cash of all accumulated and
unpaid Distributions (including Additional Amounts, if applicable) on all Outstanding Preferred Securities for all Distribution periods terminating on or prior thereto, or in the case of payment of the Redemption Price, the full amount of such
Redemption Price on all Outstanding Preferred Securities then called for redemption, shall have been made or provided for, and all funds immediately available to the Property Trustee shall first be applied to the payment in full in cash of all
Distributions (including Additional Amounts, if applicable) on, or the Redemption Price of, Preferred Securities then due and payable. 
  
 (b) In the case of the occurrence of any Event of Default resulting from any Debenture Event of Default, the Holder of Common Securities will be deemed to
have waived any right to act with respect to any such Event of Default under this Trust Agreement until the effect of all such Events of Default with respect to the Preferred Securities have been cured, waived or otherwise eliminated. Until any such
Event of Default under this Trust Agreement with respect to the Preferred Securities has been so cured, waived or otherwise eliminated, the Property Trustee shall act solely on behalf of the Holders of the Preferred Securities and not the Holder of
the Common Securities, and only the Holders of the Preferred Securities will have the right to direct the Property Trustee to act on their behalf. 
  
 Section 4.4. Payment Procedures. 
  
 Payments of Distributions (including Additional Amounts, if applicable) in respect of the Preferred Securities shall be made by check mailed to the
address of the Person entitled thereto as such address shall appear on the Securities Register or, if the Preferred Securities are held by a Clearing Agency, such Distributions shall be made to the Clearing Agency in immediately available funds,
which shall credit the relevant Persons’ accounts at such Clearing Agency on the applicable Distribution Dates. Payments in respect of the Common Securities shall be made in such manner as shall be mutually agreed between the Property Trustee
and the Common Securityholder. 
  
 Section 4.5. Tax Returns and
Reports. 
  
 The Administrative Trustees shall
prepare (or cause to be prepared), at the Depositor’s expense, and file all United States federal, state and local tax and information returns and reports required to be filed by or in respect of the Trust. In this regard, the Administrative
Trustees shall (a) prepare and file (or cause to be prepared and filed) the appropriate Internal Revenue Service form required to be filed in respect of the Trust in each taxable year of the Trust and (b) prepare and furnish (or cause to be prepared
and furnished) to each Securityholder the appropriate Internal Revenue Service form required to be provided on such form. The Administrative Trustees shall provide the Depositor and the Property Trustee with a copy of all such returns and reports
promptly after such filing or furnishing. The Trustees shall comply with United States federal withholding and backup withholding tax laws and information reporting requirements with respect to any payments to Securityholders under the Trust
Securities. 
  
 17 







 Section 4.6. Payment of Taxes, Duties, Etc. of the Trust. 
  
 Upon receipt under the Debentures of Additional Sums, the Property Trustee
shall promptly pay any taxes, duties or governmental charges of whatsoever nature (other than withholding taxes) imposed on the Trust by the United States or any other taxing authority. 
  
 Section 4.7. Payments under Indenture or Pursuant to Direct Actions. 
  
 Any amount payable hereunder to any Holder of Preferred Securities shall be
reduced by the amount of any corresponding payment that such Holder (and any Owner with respect thereto) has directly received pursuant to Section 5.8 of the Indenture or Section 5.14 of this Trust Agreement. 
  
 ARTICLE V. 
  
 TRUST SECURITIES CERTIFICATES 
  
 Section 5.1. Initial Ownership. 
  
 Upon the formation of the Trust and the contribution by the Depositor
pursuant to Section 2.3 and until the issuance of the Trust Securities, and at any time during which no Trust Securities are outstanding, the Depositor shall be the sole beneficial owner of the Trust. 
  
 Section 5.2. The Trust Securities Certificates. 
  
 The Preferred Securities Certificates shall be issued in minimum
denominations of $25 Liquidation Amount and integral multiples of $25 in excess thereof, and the Common Securities Certificates shall be issued in denominations of $25 Liquidation Amount and integral multiples thereof. The Trust Securities
Certificates shall be executed on behalf of the Trust by manual signature of at least one Administrative Trustee. Trust Securities Certificates bearing the manual signatures of individuals who were, at the time when such signatures shall have been
affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the benefits of this Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the delivery of
such Trust Securities Certificates or did not hold such offices at the date of delivery of such Trust Securities Certificates. A transferee of a Trust Securities Certificate shall become a Securityholder, and shall be entitled to the rights and
subject to the obligations of a Securityholder hereunder, upon due registration of such Trust Securities Certificate in such transferee’s name pursuant to Sections 5.4, 5.11 and 5.13. 
  
 Section 5.3. Execution and Delivery of Trust Securities Certificates.

  
 On the Closing Date, the Administrative Trustees
shall cause Trust Securities Certificates, in an aggregate Liquidation Amount as provided in Section 2.4 and Section 2.5, to be executed on behalf of the Trust and delivered to or upon the written order of the Depositor, signed by its chief
executive officer, its president, any executive vice president or any vice president, treasurer or assistant treasurer or controller without further corporate action by the Depositor, in authorized denominations. 
  
 Section 5.4. Registration of Transfer and Exchange of Preferred Securities
Certificates. 
  
 (a) The Depositor shall keep or
cause to be kept, at the office or agency maintained pursuant to Section 5.8, a register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Preferred Securities Certificates (the
“Securities Register”) in which, the registrar designated by the Depositor (the “Securities Registrar”), subject 
  

18 







 to such reasonable regulations as it may prescribe, shall provide for the registration of Preferred Securities
Certificates and Common Securities Certificates (subject to Section 5.10 in the case of the Common Securities Certificates) and registration of transfers and exchanges of Preferred Securities Certificates as herein provided. The Property Trustee
shall be the initial Securities Registrar. 
  
 (b) Upon surrender
for registration of transfer of any Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.8, the Administrative Trustees or any one of them shall execute and deliver, in the name of the designated transferee or
transferees, one or more new Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trustees. 
  
 (c) The Securities Registrar shall not be required to register the transfer
of any Preferred Securities that have been called for redemption. At the option of a Holder, Preferred Securities Certificates may be exchanged for other Preferred Securities Certificates in authorized denominations of the same class and of a like
aggregate Liquidation Amount upon surrender of the Preferred Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.8. 
  

(d) Every Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to an Administrative Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Preferred Securities Certificate surrendered for registration of
transfer or exchange shall be canceled and subsequently disposed of by an Administrative Trustee in accordance with such Person’s customary practice. The Trust shall not be required to (i) issue, register the transfer of, or exchange any
Preferred Securities during a period beginning at the opening of business 15 calendar days before the date of mailing of a notice of redemption of any Preferred Securities called for redemption and ending at the close business on the day of such
mailing or (ii) register the transfer of or exchange any Preferred Securities so selected for redemption, in whole or in part, except the unredeemed portion of any such Preferred Securities being redeemed in part. 
  
 (e) No service charge shall be made for any registration of transfer or
exchange of Preferred Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Preferred Securities
Certificates. 
  
 Section 5.5. Mutilated, Destroyed, Lost or Stolen Trust
Securities Certificates. 
  
 In the event that:

  
 (i) any mutilated Trust Securities Certificate shall be
surrendered to the Securities Registrar, or if the Securities Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Trust Securities Certificate and 
  
 (ii) there shall be delivered to the Securities Registrar and the
Administrative Trustees such security or indemnity as may be required by them to save each of them harmless, 
  
 then in the absence of notice that such Trust Securities Certificate shall have been acquired by a bona fide purchaser, the Administrative Trustees, or any one of them, on behalf of the Trust shall execute and make
available for delivery, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Securities Certificate, a new Trust Securities Certificate of like class, tenor and denomination. In connection with the issuance of any new
Trust Securities Certificate under this Section, the Administrative Trustees or the Securities Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be 
  
 19 







 imposed in connection therewith. Any duplicate Trust Securities Certificate issued pursuant to this Section shall
constitute conclusive evidence of an undivided beneficial interest in the assets of the Trust, as if originally issued, whether or not the lost, stolen or destroyed Trust Securities Certificate shall be found at any time. 
  
 Section 5.6. Persons Deemed Securityholders. 
  
 The Trustees or the Securities Registrar shall treat the Person in whose
name any Trust Securities Certificate shall be registered in the Securities Register as the owner of such Trust Securities Certificate for the purpose of receiving Distributions and for all other purposes whatsoever, and neither the Trustees nor the
Securities Registrar shall be bound by any notice to the contrary. 
  
 Section 5.7. Access to List of Securityholders’ Names and Addresses. 
  
 At any time when the Property Trustee is not also acting as the Securities Registrar, the Administrative Trustees or the Depositor shall furnish or cause
to be furnished to the Property Trustee: 
  
 (i) semi-annually on
or before January 1 and July 1 in each year, a list, in such form as the Property Trustee may reasonably require, of the names and addresses of the Securityholders as of the most recent Record Date, and 
  
 (ii) promptly after receipt by any Administrative Trustee or the Depositor
of a request therefor from the Property Trustee, such other information as the Property Trustee may reasonably require in order to enable the Property Trustee to discharge its obligations under this Trust Agreement, 
  
 in each case to the extent such information is in the possession or control of the
Administrative Trustees or the Depositor and is not identical to a previously supplied list or has not otherwise been received by the Property Trustee in its capacity as Securities Registrar. The rights of Securityholders to communicate with other
Securityholders with respect to their rights under this Trust Agreement or under the Trust Securities, and the corresponding rights of the Trustee shall be as provided in the Trust Indenture Act. Each Securityholder, by receiving and holding a Trust
Securities Certificate, and each Owner shall be deemed to have agreed not to hold the Depositor, the Property Trustee or the Administrative Trustees accountable by reason of the disclosure of its name and address, regardless of the source from which
such information was derived. 
  
 Section 5.8. Maintenance of
Office or Agency. 
  
 The Administrative Trustees
shall maintain an office or offices or agency or agencies where Preferred Securities Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Trustees in respect of the Trust Securities
Certificates may be served. The Administrative Trustees initially designate the principal corporate trust office of the Property Trustee, The Bank of New York, 101 Barclay Street, Floor 8 West, New York, New York 10286, Attention: Corporate Trust
Administration, as the principal corporate trust office for such purposes. The Administrative Trustees shall give prompt written notice to the Depositor and to the Securityholders of any change in the location of the Securities Register or any such
office or agency. 
  
 Section 5.9. Appointment of Paying
Agent. 
  
 The Paying Agent shall make Distributions
to Securityholders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account for
the purpose of making the Distributions referred to above. The Administrative 
  
 20 







 Trustees may revoke such power and remove the Paying Agent if such Trustees determine in their sole discretion that the
Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Paying Agent shall initially be the Property Trustee, and any co-paying agent chosen by the Property Trustee, and acceptable to the
Administrative Trustees and the Depositor. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ written notice to the Administrative Trustees, the Property Trustee and the Depositor. In the event that the
Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Administrative Trustees shall appoint a successor that is acceptable to the Property Trustee and the Depositor to
act as Paying Agent (which shall be a bank or trust company). The Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrative Trustees to execute and deliver to the Trustees an
instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the
Securityholders in trust for the benefit of the Securityholders entitled thereto until such sums shall be paid to such Securityholders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent,
such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Property Trustee also in its role as Paying Agent, for so long as the Property Trustee
shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Trust Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise. 
  
 Section 5.10. Ownership of Common Securities by Depositor.

  
 At the Closing Date, the Depositor shall acquire and
retain beneficial and record ownership of the Common Securities. To the fullest extent permitted by law, other than a transfer in connection with a consolidation or merger of the Depositor into another Person, or any conveyance, transfer or lease by
the Depositor of its properties and assets substantially as an entirety to any Person, pursuant to Section 8.l of the Indenture, any attempted transfer of the Common Securities shall be void. The Administrative Trustees shall cause each Common
Securities Certificate issued to the Depositor to contain a legend stating “THIS CERTIFICATE IS NOT TRANSFERABLE”. 
  
 Section 5.11. Book Entry Preferred Securities Certificates; Common Securities Certificate. 
  
 (a) The Preferred Securities Certificates, upon original issuance, will be
issued in the form of a typewritten Preferred Securities Certificate or Certificates representing Book-Entry Preferred Securities Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the
Trust. Such Preferred Securities Certificate or Certificates shall initially be registered on the Securities Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Owner will receive a Definitive Preferred
Securities Certificate representing such Owner’s interest in such Preferred Securities, except as provided in Section 5.13. Unless and until Definitive Preferred Securities Certificates have been issued to Owners pursuant to Section 5.13:

  
 (i) the provisions of this Section 5.11(a) shall be in full
force and effect; 
  
 (ii) the Securities Registrar, the Paying
Agent and the Trustees shall be entitled to deal with the Clearing Agency for all purposes of this Trust Agreement relating to the Book-Entry Preferred Securities Certificates (including the payment of the Liquidation Amount of and Distributions on
the Preferred Securities evidenced by Book-Entry Preferred Securities Certificates) and shall have no obligations to the Owners thereof; 
  
 21 







 (iii) to the extent that the provisions of this Section 5.11 conflict with any other provisions of this
Trust Agreement, the provisions of this Section 5.11 shall control; and 
  
 (iv) the rights of the Owners of the Book-Entry Preferred Securities Certificates shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Owners
and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Preferred Securities Certificates are issued pursuant to Section 5.13, the initial Clearing Agency will
make book-entry transfers among the Clearing Agency Participants and receive and transmit payments on the Preferred Securities to such Clearing Agency Participants. Any Clearing Agency designated pursuant hereto will not be deemed an agent of the
Trustee for any purpose. 
  
 (b) A single Common Securities
Certificate representing the Common Securities shall be issued to the Depositor in the form of a definitive Common Securities Certificate. 
  
 (c) The Property Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed
under this Trust Agreement or under applicable law with respect to any transfer of any interest in the Preferred Securities (including any transfers between or among Clearing Agency Participants or Owners) other than to inquire delivery of such
certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of the Trust Agreement, and to examine the same to determine substantial compliance as to form with the express
requirements hereof. 
  
 Section 5.12. Notices to Clearing
Agency. 
  
 To the extent that a notice or other
communication to the Owners is required under this Trust Agreement, unless and until Definitive Preferred Securities Certificates shall have been issued to Owners pursuant to Section 5.13, the Trustees shall give all such notices and communications
specified herein to be given to Owners to the Clearing Agency, and shall have no obligations to the Owners. 
  
 Section 5.13. Definitive Preferred Securities Certificates. 
  
 In the event that: 
  
 (i) the Depositor advises the Trustees in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with
respect to the Preferred Securities Certificates, and the Depositor is unable to locate a qualified successor, or if at any time the Person then acting as Clearing Agency ceases to be registered under the Exchange Act at a time when such Person is
required to be so registered, or 
  
 (ii) the Depositor at its
option advises the Trustees in writing that it elects to terminate the book-entry system through the Clearing Agency, 
  
 then the Property Trustee shall notify the Clearing Agency and the Clearing Agency shall notify all Owners of Preferred Securities Certificates and the other Trustees of
the occurrence of any such event and of the availability of the Definitive Preferred Securities Certificates to Owners of such class or classes, as applicable, requesting the same. Upon surrender to the Property Trustee of the typewritten Preferred
Securities Certificate or Certificates representing the Book Entry Preferred Securities Certificates by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute the Definitive
Preferred Securities Certificates in accordance with the instructions of the Clearing Agency. Neither the Securities Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. 
  
 22 







 Upon the issuance of Definitive Preferred Securities Certificates, the Trustees shall recognize the Holders of the
Definitive Preferred Securities Certificates as Securityholders. The Definitive Preferred Securities Certificates shall be engraved and executed in accordance with the applicable rules of the Nasdaq National Market or such other national exchange or
over-the-counter market on which the Preferred Securities are then listed for trading. 
  
 Section 5.14. Rights of Securityholders. 
  
 (a) The legal title to the Trust Property is vested exclusively in the Property Trustee (in its capacity as such) in accordance with Section 2.9, and the Securityholders shall not have any right or title therein other
than the undivided beneficial interest in the assets of the Trust conferred by their Trust Securities and they shall have no right to call for any partition or division of property, profits or rights of the Trust except as described below. The Trust
Securities shall be personal property giving only the rights specifically set forth therein and in this Trust Agreement. The Trust Securities shall have no preemptive or similar rights and when issued and delivered to Securityholders against payment
of the purchase price therefor will be fully paid and nonassessable by the Trust. The Holders of the Trust Securities, in their capacities as such, shall be entitled to the same limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State of Delaware. 
  
 (b) For so long as any Preferred Securities remain Outstanding, if, upon a Debenture Event of Default, the Debenture Trustee fails or the holders of not less than 25% in principal amount of the outstanding Debentures
fail to declare the principal of all of the Debentures to be immediately due and payable, the Holders of at least 25% in Liquidation Amount of the Preferred Securities then Outstanding shall have such right by a notice in writing to the Depositor
and the Debenture Trustee; and upon any such declaration such principal amount of and the accrued interest on all of the Debentures shall become immediately due and payable, provided that the payment of principal and interest on
such Debentures shall remain subordinated to the extent provided in the Indenture. At any time after such a declaration of acceleration with respect to the Debentures has been made and before a judgment or decree for payment of the money due has
been obtained by the Debenture Trustee as in the Indenture provided, the Holders of a majority in Liquidation Amount of the Preferred Securities, by written notice to the Property Trustee, the Depositor and the Debenture Trustee, may rescind and
annul such declaration and its consequences if: 
  
 (i) the
Depositor has paid or deposited with the Debenture Trustee a sum sufficient to pay 
  

	 	(A)	all overdue installments of interest (including any Additional Interest (as defined in the Indenture)) on all of the Debentures, 

  

	 	(B)	the principal of (and premium, if any, on) any Debentures which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the
Debentures, and 

  

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

  
 (ii) all Events of Default with respect to the Debentures, other than the non-payment of the principal of the Debentures which has become due solely by such acceleration, have been cured or waived as provided in Section 5.13 of the
Indenture. 
  
 The Holders of a majority in aggregate Liquidation Amount of the
Preferred Securities may, on behalf of the Holders of all the Preferred Securities, waive any past default under the Indenture, except a default in the payment of principal or interest (unless such default has been cured and a 
  
 23 







 sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been
deposited with the Debenture Trustee) or a default in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the holder of each outstanding Debenture. No such rescission shall affect any
subsequent default or impair any right consequent thereon. Upon receipt by the Property Trustee of written notice declaring such an acceleration, or rescission and annulment thereof, by Holders of the Preferred Securities, all or part of which is
represented by Book-Entry Preferred Securities Certificates, a record date shall be established for determining Holders of Outstanding Preferred Securities entitled to join in such notice, which record date shall be at the close of business on the
day the Property Trustee receives such notice. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such notice, whether or not such Holders remain Holders after such record date;
provided, that, unless such declaration of acceleration, or rescission and annulment, as the case may be, shall have become effective by virtue of the requisite percentage having joined in such notice prior to the day which is 90 days
after such record date, such notice of declaration of acceleration, or rescission and annulment, as the case may be, shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph shall
prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new written notice of declaration of acceleration, or rescission and annulment thereof, as the case may be, that is identical to a written notice which
has been canceled pursuant to the proviso to the preceding sentence, in which event a new record date shall be established pursuant to the provisions of this Section 5.14(b). 
  
 (c) For so long as any Preferred Securities remain Outstanding, to the fullest extent permitted by law and subject to the
terms of this Trust Agreement and the Indenture, upon a Debenture Event of Default specified in Section 5.1(a) or 5.1(b) of the Indenture, any Holder of Preferred Securities shall have the right to institute a proceeding directly against the
Depositor, pursuant to Section 5.8 of the Indenture, for enforcement of payment to such Holder of the principal amount of (premium, if any) and (subject to Section 3.7 of the Indenture) interest (including any Additional Interest (as defined on the
Indenture)) on Debentures having a principal amount equal to the Liquidation Amount of the Preferred Securities of such Holder (a “Direct Action”). Except as set forth in Section 5.14(b) and this Section 5.14(c), the Holders
of Preferred Securities shall have no right to exercise directly any right or remedy available to the holders of, or in respect of, the Debentures. 
  
 ARTICLE VI. 
  
 ACTS OF SECURITYHOLDERS; MEETINGS, VOTING 
  
 Section 6.1. Limitations on Voting Rights. 
  
 (a) Except as provided in this Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred
Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the
Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. 
  
 (b) So long as any Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding
for any remedy available to the Debenture Trustee, or execute any trust or power conferred on the Property Trustee with respect to such Debentures, (ii) waive any past default which is waivable under Section 5.13 of the Indenture, (iii) exercise any
right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required,
without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, provided, however, that where a consent under the 
  
 24 







 Indenture would require the consent of each Holder of Debentures affected thereby, no such consent shall be given by the
Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by a subsequent vote of
the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing
approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall
not cause the Trust to fail to be classified as a grantor trust for United States federal income tax purposes. 
  
 (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect
in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to
the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders
of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the
Trust to fail to be classified as a grantor trust for United States federal income tax purposes. 
  
 Section 6.2. Notice of Meetings. 
  
 Notice of all meetings of the Preferred Securityholders, stating the time, place and purpose of the meeting, shall be given by the Property Trustee pursuant to Section 10.9 to each Preferred Securityholder of record,
at his, her or its registered address, at least 15 days and not more than 90 days before the meeting. At any such meeting, any business properly before the meeting may be so considered whether or not stated in the notice of the meeting. Any
adjourned meeting may be held as adjourned without further notice. 
  
 Section 6.3. Meetings of Preferred Securityholders. 
  
 (a) No annual meeting of Securityholders is required to be held. The Administrative Trustees, however, shall call a meeting of Preferred Securityholders to vote on any matter upon the written request of Holders of
record of 25% of the Outstanding Preferred Securities (based upon their Liquidation Amount) and the Administrative Trustees or the Property Trustee may, at any time, call a meeting of Preferred Securityholders to vote on any matters as to which
Preferred Securityholders are entitled to vote. 
  
 (b) Holders of
record of 50% of the Outstanding Preferred Securities (based upon their Liquidation Amount), present in person or by proxy, shall constitute a quorum at any meeting of Securityholders. If a quorum is present at a meeting, an affirmative vote by the
Preferred Securityholders of record present, in person or by proxy, holding more than a majority of the Preferred Securities (based upon their Liquidation Amount) held by the Preferred Securityholders of record present, either in person or by proxy,
at such meeting shall constitute the action of the Preferred Securityholders, unless this Trust Agreement requires a greater number of affirmative votes. 
  
 Section 6.4. Voting Rights. 
  
 Securityholders shall be entitled to one vote for each $25 of Liquidation Amount represented by their Trust Securities in respect of any matter as to
which such Securityholders are entitled to vote. 
  
 25 








 Section 6.5. Proxies, etc. 
  
 At any meeting of Securityholders, any Securityholder entitled to vote thereat may vote by proxy, provided
that no proxy shall be voted at any meeting unless it shall have been placed on file with the Administrative Trustees, or with such other officer or agent of the Trust as the Administrative Trustees may direct, for verification prior to the
time at which such vote shall be taken. Pursuant to a resolution of the Property Trustee, proxies may be solicited in the name of the Property Trustee or one or more officers of the Property Trustee. Only Securityholders of record shall be entitled
to vote. When Trust Securities are held jointly by several Persons, any one of them may vote at any meeting in person or by proxy in respect of such Trust Securities, but if more than one of them shall be present at such meeting in person or by
proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such Trust Securities. A proxy purporting to be executed by or on behalf of a Securityholder shall be deemed
valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. No proxy shall be valid more than three years after its date of execution. 
  
 Section 6.6. Securityholder Action by Written Consent.

  
 Any action which may be taken by Securityholders at a
meeting may be taken without a meeting if Securityholders holding a majority of all Outstanding Trust Securities (based upon their aggregate Liquidation Amount) entitled to vote in respect of such action (or such larger proportion thereof as shall
be required by any express provision of this Trust Agreement) shall consent to the action in writing (based upon their aggregate Liquidation Amount). 
  
 Section 6.7. Record Date for Voting and Other Purposes. 
  
 For the purposes of determining the Securityholders who are entitled to notice of and to vote at any meeting or by written
consent, or to participate in any Distribution on the Trust Securities in respect of which a record date is not otherwise provided for in this Trust Agreement, or for the purpose of any other action, the Administrative Trustees may from time to time
fix a date, not more than 90 days prior to the date of any meeting of Securityholders or the payment of a Distribution or other action, as the case may be, as a record date for the determination of the identity of the Securityholders of record for
such purposes. 
  
 Section 6.8. Acts of Securityholders.

  
 (a) Any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted by this Trust Agreement to be given, made or taken by Securityholders or Owners may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such
Securityholders or Owners in person or by an agent duly appointed in writing; and, except as otherwise expressly provided herein, such action shall become effective when such instrument or instruments are delivered to an Administrative Trustee. Such
instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Securityholders or Owners signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Trust Agreement and (subject to Section 8.1) conclusive in favor of the Trustees, if made in the manner provided in this Section. 
  
 (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the

  
 26 







 execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any
other manner which any Trustee receiving the same deems sufficient. 
  
 (c) The ownership of Preferred Securities shall be proved by the Securities Register. 
  
 (d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Securityholder of any Trust Security shall bind every future Securityholder of the same Trust Security and the
Securityholder of every Trust Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustees or the Trust in reliance thereon, whether
or not notation of such action is made upon such Trust Security. 
  
 (e) Without limiting the foregoing, a Securityholder entitled hereunder to take any action hereunder with regard to any particular Trust Security may do so with regard to all or any part of the Liquidation Amount of such Trust Security or
by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such Liquidation Amount. 
  
 (f) A Securityholder may institute a legal proceeding directly against the Depositor under the Guarantee to enforce its rights under the Guarantee without
first instituting a legal proceeding against the Guarantee Trustee (as defined in the Guarantee), the Trust or any Person. 
  
 Section 6.9. Inspection of Records. 
  
 Upon reasonable notice to the Administrative Trustees and the Property Trustee, the records of the Trust shall be open to inspection by Securityholders
during normal business hours for any purpose reasonably related to such Securityholder’s interest as a Securityholder. 
  
 ARTICLE VII. 
  
 REPRESENTATIONS AND WARRANTIES 
  
 Section 7.1. Representations and Warranties of the Bank. 
  
 The Bank hereby represents and warrants for the benefit of the Depositor and the Securityholders as follows: 
  
 (a) the Bank is a New York state chartered banking corporation duly
organized, validly existing and in good standing under the laws of the State of New York; 
  
 (b) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and
performance by it of this Trust Agreement; 
  
 (c) this Trust
Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank enforceable against it in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; 
  
 (d) the execution, delivery and performance of this Trust Agreement has been
duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not 
  
 27 







 (i) violate the charter or bylaws of the Bank, (ii) violate any provision of, or constitute, with or without notice or
lapse of time (or both), a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or
instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States governing the banking or trust powers of the Bank or of the State of New York or any order, judgment or
decree applicable to the Bank; 
  
 (e) neither the authorization,
execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by it, the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval
of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, under
the laws of the United States or the State of New York; and 
  
 (f) there are no proceedings pending or, to the best the Bank’s knowledge, threatened against or affecting it, the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board
or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Bank to enter into or perform its obligations as one of the Trustees under this Trust
Agreement. 
  
 Section 7.2. Representations and Warranties of
Depositor. 
  
 The Depositor hereby represents and
warrants for the benefit of the Securityholders as follows: 
  
 (a) the Trust Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been, duly and validly executed, issued and delivered by the Trustees pursuant to the terms and provisions of,
and in accordance with the requirements of, this Trust Agreement and the Securityholders will be, as of each such date, entitled to the benefits of this Trust Agreement; and 
  
 (b) there are no taxes, fees or other governmental charges payable by the Trust (or the Trustees on behalf of the Trust)
under the laws of the State of Delaware or any political subdivision thereof in connection with the execution, delivery and performance by the Bank, the Property Trustee or the Delaware Trustee, as the case may be, of Bank, this Trust Agreement.

  
 ARTICLE VIII. 
  
 THE TRUSTEES 
  
 Section 8.1. Certain Duties and Responsibilities. 
  
 (a) The duties and responsibilities of the Trustees shall be as provided by
this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any
financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, unless they are afforded reasonable indemnity against such risk or liability. Whether or not therein expressly so provided,
every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. No Administrative Trustee or the Delaware Trustee shall be
subject to any liability under this Trust Agreement except for its own grossly negligent action, its own grossly negligent failure to act, or its own 
  
 28 







 willful misconduct. To the extent that, at law or in equity, a Trustee has duties (including fiduciary duties) and
liabilities relating thereto to the Trust or to the Securityholders, such Trustee shall not be liable to the Trust or to any Securityholder for such Trustee’s good faith reliance on the provisions of this Trust Agreement. The provisions of this
Trust Agreement, to the extent that they restrict the duties and liabilities of the Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Trustees.

  
 (b) All payments made by the Property Trustee or a Paying
Agent in respect of the Trust Securities shall be made only from the revenue and proceeds from the Trust Property and only to the extent that there shall be sufficient revenue or proceeds from the Trust Property to enable the Property Trustee or a
Paying Agent to make payments in accordance with the terms hereof. Each Securityholder, by its acceptance of a Trust Security, agrees that it will look solely to the revenue and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that the Trustees are not personally liable to it for any amount distributable in respect of any Trust Security or for any other liability in respect of any Trust Security. This Section 8.1(b) does not limit
the liability of the Trustees expressly set forth elsewhere in this Trust Agreement or, in the case of the Property Trustee, in the Trust Indenture Act. 
  
 (c) No provision of this Trust Agreement shall be construed to relieve the Property Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that: 
  
 (i) the Property Trustee shall not be liable for any error of judgment made in good faith by an authorized officer of the Property Trustee, unless it shall be proved that the Property Trustee was negligent in ascertaining the pertinent
facts, 
  
 (ii) the Property Trustee shall not be liable with
respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of the Trust Securities given in accordance with this Trust Agreement relating to the time, method and place of conducting any
proceeding for any remedy available to the Property Trustee, or exercising any trust or power conferred upon the Property Trustee under this Trust Agreement; 
  

(iii) the Property Trustee’s sole duty with respect to the custody, safe keeping and physical preservation of the Debentures and the Payment
Account shall be to deal with such Property in a similar manner as the Property Trustee deals with similar property for its own account, subject to the protections and limitations on liability afforded to the Property Trustee under this Trust
Agreement and the Trust Indenture Act; 
  
 (iv) the Property
Trustee shall not be liable for any interest on any money received by it except as it may otherwise agree with the Depositor; and money held by the Property Trustee need not be segregated from other funds held by it except in relation to the Payment
Account maintained by the Property Trustee pursuant to Section 3.1 and except to the extent otherwise required by law; and 
  
 (v) the Property Trustee shall not be responsible for monitoring the compliance by the Administrative Trustees or the Depositor with their respective
duties under this Trust Agreement, nor shall the Property Trustee be liable for the default or misconduct of the Administrative Trustees or the Depositor. 
  
 Section 8.2. Certain Notices. 
  
 (a) Within five Business Days after the occurrence of any Event of Default actually known to a Responsible Officer of the Property Trustee, the Property
Trustee shall transmit, in the 
  
 29 







 manner and to the extent provided in Section 10.9, notice of such Event of Default to the Securityholders, the
Administrative Trustees and the Depositor, unless the Event of Default shall have been cured or waived. For purposes of this Section the term “Event of Default” means any event that is, or after notice or lapse of time
or both would become, and Event of Default. 
  
 (b) The
Administrative Trustees shall transmit, to the Securityholders in the manner and to the extent provided in Section 10.9, notice of the Depositor’s election to begin or further extend an Extension Period on the Debentures (unless such election
shall have been revoked) within the time specified for transmitting such notice to the holders of the Debentures pursuant to the Indenture as originally executed. 
  
 Section 8.3. Certain Rights of Property Trustee. 
  
 Subject to the provisions of Section 8.1: 
  
 (a) the Property Trustee may conclusively rely and shall be protected in acting or refraining from acting in good faith upon
any resolution, Opinion of Counsel, certificate, written representation of a Holder or transferee, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; 
  
 (b) in the event that, (i) in performing its duties under this Trust Agreement the Property Trustee is required to decide
between alternative courses of action or (ii) in construing any of the provisions of this Trust Agreement the Property Trustee finds the same ambiguous or inconsistent with any other provisions contained herein or (iii) the Property Trustee is
unsure of the application of any provision of this Trust Agreement, then, except as to any matter as to which the Preferred Securityholders are entitled to vote under the terms of this Trust Agreement, the Property Trustee shall deliver a notice to
the Depositor requesting written instructions of the Depositor as to the course of action to be taken and the Property Trustee shall take such action, or refrain from taking such action, as the Property Trustee shall be instructed in writing to
take, or to refrain from taking, by the Depositor; provided, however, that if the Property Trustee does not receive such instructions of the Depositor within ten Business Days after it has delivered such notice, or such
reasonably shorter period of time set forth in such notice (which to the extent practicable shall not be less than two Business Days), it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust
Agreement as it shall deem advisable and in the best interests of the Securityholders, in which event the Property Trustee shall have no liability except for its own bad faith, negligence or willful misconduct; 
  
 (c) any direction or act of the Depositor or the Administrative Trustees
contemplated by this Trust Agreement shall be sufficiently evidenced by an Officers’ Certificate; 
  
 (d) whenever in the administration of this Trust Agreement, the Property Trustee shall deem it desirable that a matter be established before undertaking,
suffering or omitting any action hereunder, the Property Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and rely upon an Officers’ Certificate which, upon receipt of such
request, shall be promptly delivered by the Depositor or the Administrative Trustees; 
  
 (e) the Property Trustee shall have no duty to see to any recording, filing or registration of any instrument (including any financing or continuation statement or any filing under tax or securities laws) or any
rerecording, refiling or registration thereof, 
  
 (f) the
Property Trustee may consult with counsel and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon and in
accordance with such advice, 
  
 30 







 such counsel may be counsel to the Depositor or any of its Affiliates, but not an employee thereof; the Property Trustee
shall have the right at any time to seek instructions concerning the administration of this Trust Agreement from any court of competent jurisdiction; 
  
 (g) the Property Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement at the request or
direction of any of the Securityholders pursuant to this Trust Agreement, unless such Securityholders shall have offered to the Property Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which
might be incurred by it in compliance with such request or direction; 
  
 (h) the Property Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note
or other evidence of indebtedness or other paper or document, unless requested in writing to do so by one or more Securityholders, but the Property Trustee may make such further inquiry or investigation into such facts or matters as it may see fit;

  
 (i) the Property Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or through its agents or attorneys, provided that the Property Trustee shall be responsible for its own negligence or recklessness with respect to selection
of any agent or attorney appointed by it hereunder; 
  
 (j)
whenever in the administration of this Trust Agreement the Property Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder the Property Trustee (i) may request
instructions from the Holders of the Trust Securities which instructions may only be given by the Holders of the same proportion in Liquidation Amount of the Trust Securities as would be entitled to direct the Property Trustee under the terms of the
Trust Securities in respect of such remedy, right or action, (ii) may refrain from enforcing such remedy or right or taking such other action until such instructions are received, and (iii) shall be protected in acting in accordance with such
instructions; 
  
 (k) except as otherwise expressly provided by
this Trust Agreement, the Property Trustee shall not be under any obligation to take any action that is discretionary under the provisions of this Trust Agreement; and 
  
 (l) the Property Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and
reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Trust Agreement. 
  
 (m) the Property Trustee shall not deemed to have notice of any Event of Default unless a Responsible Officer of the Property Trustee has actual knowledge
thereof or unless written notice of any event which is in fact a default is received by the Property Trustee at the Corporate Trust Office of the Property Trustee, and such notice references the Debentures or the Preferred Securities and the Trust
Agreement; 
  
 (n) the rights, privileges, protections, immunities
and benefits given to the Property Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Property Trustee in each of its capacities hereunder, and to each agent, custodian and other
Person employed to act hereunder; and 
  
 (o) the Property Trustee
may request that the Depositor deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Trust Agreement, which Officers’
Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. 
  
 31 







 No provision of this Trust Agreement shall be deemed to impose any duty or obligation on the Property
Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the Property Trustee shall be unqualified or incompetent in accordance with
applicable law, to perform any such act or acts, or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Property Trustee shall be construed to be a duty. 
  
 Section 8.4. Not Responsible for Recitals or Issuance of Securities.

  
 The recitals contained herein and in the Trust
Securities Certificates shall be taken as the statements of the Trust, and the Trustees do not assume any responsibility for their correctness. The Trustees shall not be accountable for the use or application by the Depositor of the proceeds of the
Debentures. 
  
 Section 8.5. May Hold Securities.

  
 Any Trustee or any other agent of any Trustee or the
Trust, in its individual or any other capacity, may become the owner or pledgee of Trust Securities and, except as provided in the definition of the term “Outstanding” in Article I and subject to Sections 8.8 and 8.13, may otherwise deal
with the Trust with the same rights it would have if it were not a Trustee or such other agent. 
  
 Section 8.6. Compensation; Indemnity; Fees. 
  
 The Depositor agrees: 
  
 (a) to pay to the Trustees from time to time reasonable compensation for all services rendered by them hereunder (which compensation shall not be limited
by any provision of law in regard to the compensation of a trustee of an express trust) as specified in a separate agreement between any of the Trustees and the Depositor; 
  
 (b) except as otherwise expressly provided herein, to reimburse the Trustees upon request for all reasonable expenses,
disbursements and advances incurred or made by the Trustees in accordance with any provision of this Trust Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence, bad faith or willful misconduct; and 
  
 (c) to the fullest extent permitted by applicable law, to indemnify and hold harmless (i) each Trustee, (ii) any Affiliate of any Trustee, (iii) any
officer, director, shareholder, employee, representative or agent of any Trustee, and (iv) any employee or agent of the Trust or its Affiliates, (referred to herein as an “Indemnified Person”) from and against any loss,
damage, liability, penalty, expense (including taxes (other than taxes based upon the income of the Indemnified Person)) or claim of any kind or nature whatsoever incurred by such Indemnified Person by reason of the creation, operation or
dissolution of the Trust or any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Trust and in a manner such Indemnified Person reasonably believed to be within the scope of authority conferred on such
Indemnified Person by this Trust Agreement, except that no Indemnified Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Person by reason of gross negligence (or ordinary negligence in
the case of the Property Trustee) or bad faith with respect to such acts or omissions. 
  
 The provisions of this Section 8.6 shall survive the termination of this Trust Agreement and the resignation or removal of such Indemnified Person. 
  
 32 







 No Trustee may claim any lien or charge on any Trust Property as a result of any amount due pursuant to
this Section 8.6. 
  
 The Depositor and any Trustee may (subject
to Section 8.8) engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Trust, and the Trust and the Holders of Trust Securities shall have
no rights by virtue of this Trust Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Trust, shall not be deemed wrongful or
improper. Neither the Depositor, nor any Trustee, shall be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and
the Depositor or any Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity. Any Trustee may engage or be interested in any
financial or other transaction with the Depositor or any Affiliate of the Depositor, or may act as depository for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Depositor or its
Affiliates. 
  
 Section 8.7. Corporate Property Trustee Required;
Eligibility of Trustees. 
  
 (a) There shall at all
times be a Property Trustee hereunder with respect to the Trust Securities. The Property Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000. If
any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be
deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Property Trustee with respect to the Trust Securities shall cease to be eligible in accordance with the provisions of
this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. 
  
 (b) There shall at all times be one or more Administrative Trustees hereunder with respect to the Trust Securities. Each Administrative Trustee shall be
either a natural person who is at least 21 years of age or a legal entity that shall act through one or more persons authorized to bind that entity. 
  
 (c) There shall at all times be a Delaware Trustee with respect to the Trust Securities. The Delaware Trustee shall either be (i) a natural person who is
at least 21 years of age and a resident of the State of Delaware or (ii) a legal entity with its principal place of business in the State of Delaware and that otherwise meets the requirements of applicable Delaware law that shall act through one or
more persons authorized to bind such entity. 
  
 Section 8.8.
Conflicting Interests. 
  
 If the Property Trustee
has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Property Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust
Indenture Act and this Trust Agreement. 
  
 Section 8.9.
Co-Trustees and Separate Trustee. 
  
 Unless an
Event of Default shall have occurred and be continuing, at any time or times, for the purpose of meeting the legal requirements of the Trust Indenture Act or of any jurisdiction in which any part of the Trust Property may at the time be located, the
Depositor and the Administrative Trustees, by agreed action of the majority of such Trustees, shall have power to appoint, and upon the written request of the Administrative Trustees, the Depositor shall for such purpose join with the Administrative
Trustees in the execution, delivery, and performance of all 
  
 33








 instruments and agreements necessary or proper to appoint, one or more Persons approved by the Property Trustee either to
act as co-trustee, jointly with the Property Trustee, of all or any part of such Trust Property, or to the extent required by law to act as separate trustee of any such property, in either case with such powers as may be provided in the instrument
of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Depositor does not join in such appointment
within 15 days after the receipt by it of a request so to do, or in case a Debenture Event of Default has occurred and is continuing, the Property Trustee alone shall have power to make such appointment. Any co-trustee or separate trustee appointed
pursuant to this Section shall either be (i) a natural person who is at least 21 years of age and a resident of the United States or (ii) a legal entity with its principal place of business in the United States that shall act through one or more
persons authorized to bind such entity. 
  
 Should any written
instrument from the Depositor be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee such property, title, right, or power, any and all such instruments shall, on request, be
executed, acknowledged and delivered by the Depositor. 
  
 Every
co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms, namely 
  
 (a) The Trust Securities shall be executed and delivered and all rights, powers, duties, and obligations hereunder in respect of the custody of
securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustees specified hereunder shall be exercised solely by such Trustees and not by such co-trustee or separate trustee. 
  
 (b) The rights, powers, duties, and obligations hereby conferred or imposed
upon the Property Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Property Trustee or by the Property Trustee and such co-trustee or separate trustee jointly, as
shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Property Trustee shall be incompetent or unqualified
to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee. 
  
 (c) The Property Trustee at any time, by an instrument in writing executed by it, with the written concurrence of the Depositor, may accept the
resignation of or remove any co-trustee or separate trustee appointed under this Section, and, in case a Debenture Event of Default has occurred and is continuing, the Property Trustee shall have power to accept the resignation of, or remove, any
such co-trustee or separate trustee without the concurrence of the Depositor. Upon the written request of the Property Trustee, the Depositor shall join with the Property Trustee in the execution, delivery and performance of all instruments and
agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section. 
  
 (d) No co-trustee or separate trustee hereunder shall be personally liable by
reason of any act or omission of the Property Trustee or any other trustee hereunder. 
  
 (e) The Property Trustee shall not be liable by reason of any act of a co-trustee or separate trustee. 
  
 (f) Any Act of Holders delivered to the Property Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee. 

 
 34 







 Section 8.10. Resignation and Removal; Appointment of Successor. 
  
 (a) No resignation or removal of any Trustee (the “Relevant
Trustee”) and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 8.11. 
  
 (b) Subject to the immediately preceding paragraph, the Relevant Trustee may
resign at any time by giving written notice thereof to the Common Securityholder. If the instrument of acceptance by the successor Trustee required by Section 8.11 shall not have been delivered to the Relevant Trustee within 30 days after the giving
of such notice of resignation, the Relevant Trustee may petition, at the expense of the Trust, any court of competent jurisdiction for the appointment of a successor Relevant Trustee. 
  
 (c) Unless a Debenture Event of Default shall have occurred and be continuing, any Trustee may be removed at any time by Act
of the Common Securityholder. If a Debenture Event of Default shall have occurred and be continuing, the Property Trustee or the Delaware Trustee, or both of them, may be removed at such time by Act of the Holders of a majority in Liquidation Amount
of the Preferred Securities, delivered to the Relevant Trustee (in its individual capacity and on behalf of the Trust). If an instrument of acceptance by a successor Trustee shall not have been delivered to the Relevant Trustee within 30 days after
the giving of a notice of removal, the Relevant Trustee being removed may, at the expense of the Trust, petition any court of competent jurisdiction for the appointment of a successor Trustee. In no event will the Holders of the Preferred Securities
have the right to vote to appoint, remove or replace the Administrative Trustee. An Administrative Trustee may be removed by the Common Securityholder at any time. 
  
 (d) If any Trustee shall resign, be removed or become incapable of acting as Trustee, or if a vacancy shall occur in the
office of any Trustee for any cause, at a time when no Debenture Event of Default shall have occurred and be continuing, the Common Securityholder, by Act of the Common Securityholder delivered to the retiring Trustee, shall promptly appoint a
successor Trustee or Trustees, and the retiring Trustee shall comply with the applicable requirements of Section 8.11. If the Property Trustee or the Delaware Trustee shall resign, be removed or become incapable of continuing to act as the Property
Trustee or the Delaware Trustee, as the case may be, at a time when a Debenture Event of Default shall have occurred and be continuing, the Preferred Securityholders, by Act of the Securityholders of a majority in Liquidation Amount of the Preferred
Securities then Outstanding delivered to the retiring Relevant Trustee, shall promptly appoint a successor Relevant Trustee or Trustees, and such successor Trustee shall comply with the applicable requirements of Section 8.11. If an Administrative
Trustee shall resign, be removed or become incapable of acting as Administrative Trustee, at a time when a Debenture Event of Default shall have occurred and be continuing, the Common Securityholder by Act of the Common Securityholder delivered to
the Administrative Trustee shall promptly appoint a successor Administrative Trustee or Administrative Trustees and such successor Administrative Trustee or Trustees shall comply with the applicable requirements of Section 8.11. If no successor
Relevant Trustee shall have been so appointed by the Common Securityholder or the Preferred Securityholders and accepted appointment in the manner required by Section 8.11, any Securityholder who has been a Securityholder of Trust Securities for at
least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Relevant Trustee. 
  
 (e) The Property Trustee shall give notice of each resignation and each removal of a Trustee and each appointment of a
successor Trustee to all Securityholders in the manner provided in Section 10.9 and shall give notice to the Depositor. Each notice shall include the name of the successor Relevant Trustee and the address of its Corporate Trust Office if it is tire
Property Trustee. 
  
 35 







 (f) Notwithstanding the foregoing or any other provision of this Trust Agreement, in the event any
Administrative Trustee or a Delaware Trustee who is a natural person dies or becomes, in the opinion of the Depositor, incompetent or incapacitated, the vacancy created by such death, incompetence or incapacity may be filled by (i) the unanimous act
of the remaining Administrative Trustees if there are at least two of them or (ii) otherwise by the Depositor (with the successor in each case being a Person who satisfies the eligibility requirement for Administrative Trustees or Delaware Trustee,
as the case may be, set forth in Section 8.7). 
  
 Section 8.11.
Acceptance of Appointment by Successor. 
  
 In
case of the appointment hereunder of a successor Relevant Trustee, the retiring Relevant Trustee and each successor Relevant Trustee with respect to the Trust Securities shall execute and deliver an amendment hereto wherein each successor Relevant
Trustee shall accept such appointment and which (a) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the
retiring Relevant Trustee with respect to the Trust Securities and the Trust and (b) shall add to or change any of the provisions of this Trust Agreement as shall be necessary to provide for or facilitate the administration of the Trust by more than
one Relevant Trustee, it being understood that nothing herein or in such amendment shall constitute such Relevant Trustees co-trustees and upon the execution and delivery of such amendment the resignation or removal of the retiring Relevant Trustee
shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on
request of the Trust or any successor Relevant Trustee such retiring Relevant Trustee shall duly assign, transfer and deliver to such successor Relevant Trustee all Trust Property, all proceeds thereof and money held by such retiring Relevant
Trustee hereunder with respect to the Trust Securities and the Trust. 
  
 Upon request of any such successor Relevant Trustee, the Trust shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in
the first or second preceding paragraph, as the case may be. 
  
 No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article. 
  
 Section 8.12. Merger, Conversion, Consolidation or Succession to
Business. 
  
 Any Person into which the Property
Trustee, the Delaware Trustee or any Administrative Trustee that is not a natural person may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such
Relevant Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of such Relevant Trustee, shall be the successor of such Relevant Trustee hereunder, provided that
such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. 
  
 Section 8.13. Preferential Collection of Claims Against Depositor or
Trust. 
  
 In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Trust or any other obligor upon the Trust Securities or the property of the Trust or of such
other obligor or their creditors, the Property Trustee (irrespective of whether any Distributions on the Trust Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Property
Trustee shall have made any demand on the 
  
 36 







 Trust for the payment of any past due Distributions) shall be entitled and empowered, to the fullest extent permitted by
law, by intervention in such proceeding or otherwise: 
  
 (a) to
file and prove a claim for the whole amount of any Distributions owing and unpaid in respect of the Trust Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Property Trustee
(including any claim for the reasonable compensation, expenses, disbursements and advances of the Property Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and 
  
 (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments
to the Property Trustee and, in the event the Property Trustee shall consent to the making of such payments directly to the Holders, to pay to the Property Trustee any amount due it for the reasonable compensation, expenses, disbursements and
advances of the Property Trustee, its agents and counsel, and any other amounts due the Property Trustee. 
  
 Nothing herein contained shall be deemed to authorize the Property Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement adjustment or compensation affecting the Trust Securities or the rights of any Holder thereof or to authorize the Property Trustee to vote in respect of the claim of any Holder in any such proceeding. If and when the
Property Trustee shall be or become a creditor of the Trust (or any other obligor upon the Trust Securities), the Property Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Trust (or
any such other obligor). 
  
 Section 8.14. Reports by Property
Trustee. 
  
 (a) Not later than [March 31] of each
year commencing with the year commencing January 1, 2004, the Property Trustee shall transmit to all Securityholders in accordance with Section 10.9, and to the Depositor, a brief report dated as of the immediately preceding December 31 with respect
to: 
  
 (i) its eligibility under Section 8.7 or, in lieu
thereof, if to the best of its knowledge it has continued to be eligible under said Section, a written statement to such effect; 
  
 (ii) a statement that the Property Trustee has complied with all of its obligations under this Trust Agreement during the twelve-month period (or, in the
case of the initial report, the period since the Closing Date) ending with such December 31 or, if the Property Trustee has not complied in any material respect with such obligations, a description of such noncompliance; and 
  
 (iii) any change in the property and funds in its possession as Property
Trustee since the date of its last report and any action taken by the Property Trustee in the performance of its duties hereunder which it has not previously reported and which in its opinion materially affects the Trust Securities. 
  
 (b) In addition the Property Trustee shall transmit to Securityholders such
reports concerning the Property Trustee and its actions under this Trust Agreement as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. 
  
 (c) A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Property Trustee with each national stock exchange, the Nasdaq National Market or such other interdealer quotation system or self-regulatory organization upon which the Trust Securities are listed or traded, with the
Commission and with the Depositor. 
  
 37 







 Section 8.15. Reports to the Property Trustee. 
  
 The Depositor and the Administrative Trustees on behalf of the Trust shall
provide to the Property Trustee such documents, reports and information as required by Section 314 of the Trust Indenture Act (if any) and the compliance certificate required by Section 314(a) of the Trust Indenture Act in the form, in the manner
and at the times required by Section 314 of the Trust Indenture Act. Delivery of such reports, information and documents to the Property Trustee is for informational purposes only and the Property Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from information contained therein, including the Depositor’s and Administrative Trustees’ compliance with any of its covenants hereunder (as to which the Property
Trustee is entitled to conclusively rely exclusively on Officers’ Certificates). 
  
 Section 8.16. Evidence of Compliance with Conditions Precedent. 
  
 Each of the Depositor and the Administrative Trustees on behalf of the Trust shall provide to the Property Trustee such evidence of compliance with any
conditions precedent, if any, provided for in this Trust Agreement that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1)
of the Trust Indenture Act shall be given in the form of an Officers’ Certificate. 
  
 Section 8.17. Number of Trustees. 
  
 (a) The number of Trustees shall be five (5) provided that the Holder of all of the Common Securities by written instrument may increase or decrease the number of Administrative Trustees. The Property Trustee and the Delaware Trustee may be
the same Person. 
  
 (b) If a Trustee ceases to hold office for
any reason and the number of Administrative Trustees is not reduced pursuant to Section 8.17(a), or if the number of Trustees is increased pursuant to Section 8.17(a), a vacancy shall occur. The vacancy shall be filled with a Trustee appointed in
accordance with Section 8.10. 
  
 (c) The death, resignation,
retirement, removal, bankruptcy, incompetence or incapacity to perform the duties of a Trustee shall not operate to dissolve, terminate or annul the Trust. Whenever a vacancy in the number of Administrative Trustees shall occur, until such vacancy
is filled by the appointment of an Administrative Trustee in accordance with Section 8.10, the Administrative Trustees in office, regardless of their number (and notwithstanding any other provision of this Trust Agreement), shall have all the powers
granted to the Administrative Trustees and shall discharge all the duties imposed upon the Administrative Trustees by this Trust Agreement. 
  
 Section 8.18. Delegation of Power. 
  
 (a) Any Administrative Trustee may, by power of attorney consistent with applicable law, delegate to any other natural person over the age of 21 his or
her power for the purpose of executing any documents contemplated in Section 2.7(a), including any registration statement or amendment thereto filed with the Commission, or making any other governmental filing; and 
  
 (b) The Administrative Trustees shall have power to delegate from time to
time to such of their number or to the Depositor the doing of such things and the execution of such instruments either in the name of the Trust or the names of the Administrative Trustees or otherwise as the Administrative Trustees may deem
expedient, to the extent such delegation is not prohibited by applicable law or contrary to the provisions of this Trust Agreement, as set forth herein. 
  
 38 







 Section 8.19. Voting. 
  
 Except as otherwise provided in this Trust Agreement, the consent or approval of the Administrative Trustees shall require
consent or approval by not less than a majority of the Administrative Trustees, unless there are only two, in which case both must consent. 
  
 ARTICLE IX. 
  
 DISSOLUTION, LIQUIDATION AND MERGER 
  
 Section 9.1. Dissolution Upon Expiration Date. 
  
 Unless dissolved earlier, the Trust shall automatically dissolve on             , 2034
{maturity date in registration statement?} (the “Expiration Date”), following the distribution of the Trust Property in accordance with Section 9.4. 
  
 Section 9.2. Early Dissolution. 
  
 The first to occur of any of the following events is an “Early Dissolution Event,” upon the
occurrence of which the Trust shall dissolve: 
  
 (a) the
occurrence of a Bankruptcy Event in respect of, or the dissolution or liquidation of, the Depositor; 
  
 (b) the written direction to the Property Trustee from the Depositor at any time to dissolve the Trust and distribute Debentures to Securityholders in
exchange for a Like Amount of the Preferred Securities (which direction is optional and wholly within the discretion of the Depositor); 
  
 (c) the redemption of all of the Preferred Securities in connection with the redemption of all the Debentures; and 
  
 (d) the entry of an order for dissolution of the Trust by a court of
competent jurisdiction. 
  
 Section 9.3. Dissolution.

  
 The respective obligations and responsibilities of
the Trustees and the Trust created and continued hereby shall dissolve upon the latest to occur of the following: 
  
 (i) the distribution by the Property Trustee to Securityholders upon the liquidation of the Trust pursuant to Section 9.4; or upon the redemption of all
of the Trust Securities pursuant to Section 4.2, of all amounts required to be distributed hereunder upon the final payment of the Trust Securities; 
  
 (ii) the payment of any expenses owed by the Trust; and 
  
 (iii) the discharge of all administrative duties of the Administrative Trustees, including the performance of any tax reporting obligations with respect
to the Trust or the Securityholders, and 
  
 (iv) the filing of a
Certificate of Cancellation by the Administrative Trustee under the Delaware Statutory Trust Act. 
  
 39 







 Section 9.4. Liquidation. 
  
 (a) If an Early Dissolution Event specified in clause (a), (b) or (d) of Section 9.2 occurs or upon the Expiration Date, the
Trust shall be liquidated by the Trustees as expeditiously as the Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of
Debentures, subject to Section 9.4(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities
at such Holder’s address appearing in the Securities Register. All notices of liquidation shall: 
  
 (i) state the Liquidation Date; 
  
 (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates
not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and 
  
 (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for certificates representing the Like Amount of the Debentures, or if Section 9.4(d) applies
receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. 
  
 (b) Except where Section 9.2(c) or 9.4(d) applies, in order to effect the liquidation of the Trust and distribution of the Debentures to Securityholders,
the Administrative Trustees shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent,
shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. 
  
 (c) Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be
deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will be issued to holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii)
the Depositor shall use its best efforts to have the Debentures listed on the Nasdaq National Market or on such other exchange, interdealer quotation system or self-regulatory organization as the Preferred Securities are then listed, (iv) any Trust
Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such
Trust Securities Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Debentures represented by such certificates) and (v) all rights
of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive a Like Amount of Debentures upon surrender of Trust Securities Certificates. 
  
 (d) In the event that, notwithstanding the other provisions of this Section 9.4, whether because of an order for dissolution
entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is deemed not to be practical, the Trust Property shall be liquidated, and the Trust shall be wound-up or terminated, by the
Property Trustee in such manner as the Property Trustee determines. In such event, on the date of the dissolution of the Trust, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders,
after satisfaction of liabilities to creditors of the Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the
“Liquidation Distribution”). If, upon any such winding up or termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation
Distribution, then, subject to the next succeeding sentence, the 
  
 40 
  







 amounts payable by the Trust on, the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts).
The Holder of the Common Securities will be entitled to receive Liquidation Distributions upon any such winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Securities, except that, if a Debenture Event of Default
has occurred and is continuing, Holders of the Preferred Securities shall have a priority over the Holders of Common Securities. 
  
 Section 9.5. Mergers, Consolidations, Amalgamations or Replacements of the Trust. 
  
 The Trust may not merge with or into, consolidate, amalgamate, or be replaced
by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5 or Section 9.4. At the request of the Depositor, with the consent of the Administrative
Trustees and without the consent of the Holders of the Preferred Securities, the Property Trustee or the Delaware Trustee, the Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to a trust organized as such under the laws of any State, provided, that: 
  
 (a) such successor entity either (i) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities, or (ii) substitutes
for the Preferred Securities other securities having substantially the same terms as the Preferred Securities (the “Successor Securities”) so long as the Successor Securities rank the same as the Preferred Securities rank in
priority with respect to distributions and payments upon liquidation, redemption and otherwise, 
  
 (b) the Depositor expressly appoints a trustee of such successor entity possessing the same powers and duties as the Property Trustee as the holder of the
Debentures, 
  
 (c) the Successor Securities are listed or traded,
or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Securities are then listed or traded, if any, 
  
 (d) such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease does not cause the Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, 
  
 (e) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the
rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, 
  
 (f) such successor entity has a purpose substantially identical to that of the Trust, 
  
 (g) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor, the
Property Trustee and the Delaware Trustee have received an Opinion of Counsel to the effect that (i) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and
privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, and (ii) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such
successor entity will be required to register as an investment company under the 1940 Act, and 
  
 (h) the Depositor owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee.

  
 41 







 Notwithstanding the foregoing, the Trust shall not, except with the consent of holders of 100% in Liquidation Amount of
the Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate,
merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income
tax purposes. 
  
 ARTICLE X. 
  
 MISCELLANEOUS PROVISIONS 
  
 Section 10.1. Limitation of Rights of Securityholders.

  
 The death or incapacity of any person having an
interest, beneficial or otherwise, in Trust Securities shall not operate to terminate this Trust Agreement, nor entitle the legal representatives or heirs of such person or any Securityholder for such person, to claim an accounting, take any action
or bring any proceeding in any court for a partition or winding up of the arrangements contemplated hereby, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. 
  
 Section 10.2. Amendment. 
  
 (a) This Trust Agreement may be amended from time to time by the Property
Trustee, the Administrative Trustees and the Depositor, without the consent of any Securityholders, (i) to cure any ambiguity, correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Trust Agreement, which shall not be inconsistent with the other provisions of this Trust Agreement, or (ii) to modify, eliminate or add to any provisions of this Trust Agreement to
such extent as shall be necessary to ensure that the Trust will be classified for United States federal income tax purposes as a grantor trust at all times that any Trust Securities are outstanding or to ensure that the Trust will not be required to
register as an investment company under the 1940 Act; provided, however, that in the case of clause (i), such action shall not adversely affect in any material respect the interests of any Securityholder, and any such amendments of
this Trust Agreement shall become effective when notice thereof is given to the Securityholders. 
  
 (b) Except as provided in Section 10.2(c) hereof, any provision of this Trust Agreement may be amended by the Administrative Trustees and the Property
Trustee with (i) the consent of Trust Securityholders representing not less than a majority (based upon Liquidation Amounts) of the Trust Securities then Outstanding and (ii) receipt by the Trustees of an Opinion of Counsel to the effect that such
amendment or the exercise of any power granted to the Trustees in accordance with such amendment will not affect the Trust’s status as a grantor trust for United States federal income tax purposes or the Trust’s exemption from status of an
investment company under the 1940 Act. 
  
 (c) In addition to and
notwithstanding any other provision in this Trust Agreement, without the consent of each affected Securityholder (such consent being obtained in accordance with Section 6.3 or 6.6 hereof), this Trust Agreement may not be amended to (i) change the
amount or timing of any Distribution on the Trust Securities or otherwise adversely affect the amount of any Distribution required to be made in respect of the Trust Securities as of a specified date or (ii) restrict the right of a Securityholder to
institute suit for the enforcement of any such payment on or after such date; notwithstanding any other provision herein, without the unanimous consent of the Securityholders (such consent being obtained in accordance with Section 6.3 or 6.6
hereof), this paragraph (c) of this Section 10.2 may not be amended. 
  
 42 







 (d) Notwithstanding any other provisions of this Trust Agreement, no Administrative Trustee shall enter
into or consent to any amendment to this Trust Agreement which would (i) cause the Trust to fail or cease to qualify for the exemption from status of an investment company under the 1940 Act, (ii) cause the Trust to fail or cease to be classified as
a grantor trust for United States federal income tax purposes, or (iii) cause the Preferred Securities to be delisted by the Nasdaq National Market or such other national exchange or over-the-counter market on which the Preferred Securities are then
listed for trading. 
  
 (e) Notwithstanding anything in this Trust
Agreement to the contrary, without the consent of the Delaware Trustee or the Depositor, as the case may be, this Trust Agreement may not be amended in a manner which imposes any additional obligation on the Depositor or the Delaware Trustee.

  
 (f) In the event that any amendment to this Trust Agreement is
made, the Administrative Trustees shall promptly provide to the Depositor a copy of such amendment. 
  
 (g) Neither the Property Trustee nor the Delaware Trustee shall be required to enter into any amendment to this Trust Agreement which affects its own
rights, duties or immunities under this Trust Agreement. The Property Trustee shall be entitled to receive an Opinion of Counsel and an Officers’ Certificate stating that any amendment to this Trust Agreement is in compliance with this Trust
Agreement. 
  
 Section 10.3. Counterparts. 

 
 This Trust Agreement may be executed in one or more counterparts, each of
which shall be an original and all of which shall constitute one and the same instrument. 
  
 Section 10.4. Separability. 
  
 In case any provision in this Trust Agreement or in the Trust Securities Certificates shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby. 
  
 Section 10.5. Governing
Law. 
  
 THIS TRUST AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF EACH OF THE SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO CONFLICT
OF LAWS PRINCIPLES). 
  
 Section 10.6. Payments Due on
Non-Business Day. 
  
 If the date fixed for any
payment on any Trust Security shall be a day that is not a Business Day, then such payment need not be made on such date but may be made on the next succeeding day that is a Business Day, with the same force and effect as though made on the date
fixed for such payment, and no interest shall accrue thereon for the period after such date. 
  
 Section 10.7. Successors. 
  
 This Trust Agreement shall be binding upon and shall inure to the benefit of any successor to the Depositor, the Trust or the Relevant Trustee, including any successor by operation of law. Except in connection with a
consolidation, merger or sale involving the Depositor that is permitted under Article Eight of the Indenture and pursuant to which the assignee agrees in writing to perform the Depositor’s obligations hereunder, the Depositor shall not assign
its obligations hereunder. 
  
 43 







 Section 10.8. Headings. 
  
 The Article and Section headings are for convenience only and shall not affect the construction of this Trust Agreement.

  
 Section 10.9. Reports, Notices and Demands.

  
 Any report, notice, demand or other communication
which by any provision of this Trust Agreement is required or permitted to be given or served to or upon any Securityholder or the Depositor may be given or served in writing by deposit thereof, first-class postage prepaid, in the United States
mail, hand delivery or facsimile transmission, in each case, addressed, (a) in the case of a Preferred Securityholder, to such Preferred Securityholder as such Securityholder’s name and address may appear on the Securities Register; and (b) in
the case of the Common Securityholder or the Depositor, to BancFirst Corporation, 101 North Broadway, Suite 800, Oklahoma City, OK 73102, Attention: Chief Financial Officer, facsimile number: (405) 270-1089. Such notice, demand or other
communication to or upon a Securityholder shall be deemed to have been sufficiently given or made, for all purposes, upon hand delivery, mailing or transmission. 
  
 Any notice, demand or other communication which by any provision of this Trust Agreement is required or permitted to be
given or served to or upon the Trust, the Property Trustee, the Delaware Trustee or the Administrative Trustees shall be given in writing addressed (until another address is published by the Trust) as follows: 
  
 (a) with respect to the Property Trustee to: 
  
 The Bank of New York 
 101 Barclay Street 
 Floor 8 West 
 New York, New York 10286 
 Attention: Corporate Trust Administration 
 Telecopy: (212) 815-5704/5707 
  
 (b) with respect to the Delaware Trustee, to: 
  
 The Bank of New York (Delaware) 
 700 White Clay Center 
 Route 273 
 Newark, Delaware 19711 
 Attention: Corporate Trust Department 
 Telecopy: (302) 283-8079 
  
 (c) with respect to the Administrative Trustees, to them at the address above for notices to the Depositor, marked “Attention Administrative Trustees
of BFC Capital Trust II.” Such notice, demand or other communication to or upon the Trust or the Property Trustee shall be deemed to have been sufficiently given or made only upon actual receipt of the writing by the Trust or the Property
Trustee. 
  
 Section 10.10. Agreement Not to Petition.

  
 Each of the Trustees and the Depositor agree for the
benefit of the Securityholders that, until at least one year and one day after the Trust has been terminated in accordance with Article IX, they shall not file, or join in the filing of, a petition against the Trust under any Bankruptcy Laws or
otherwise join in the commencement of any proceeding against the Trust under any 
  
 44 







 Bankruptcy Law. In the event the Depositor takes action in violation of this Section 10.10, the Property Trustee agrees,
for the benefit of Securityholders, that at the expense of the Depositor, it shall file an answer with the bankruptcy court or otherwise properly contest the filing of such petition by the Depositor against the Trust or the commencement of such
action and raise the defense that the Depositor has agreed in writing not to take such action and should be stopped and precluded therefrom             ,and such other defenses, if
any, as counsel for the Trustee or the Trust may assert. The provisions of this Section 10.10 shall survive the termination of this Trust Agreement. 
  
 Section 10.11. Trust Indenture Act; Conflict with Trust Indenture Act. 
  
 (a) This Trust Agreement is subject to the provisions of the Trust Indenture Act that are required to be part of this Trust
Agreement and shall, to the extent applicable, be governed by such provisions. 
  
 (b) The Property Trustee shall be the only Trustee which is a trustee for the purposes of the Trust Indenture Act. 
  
 (c) If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Trust Agreement by any
of the provisions of the Trust Indenture Act, such required provision shall control. If any provision of this Trust Agreement modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision
shall be deemed to apply to this Trust Agreement as so modified or excluded, as the case may be. 
  
 (d) The application of the Trust Indenture Act to this Trust Agreement shall not affect the nature of the Securities as equity securities representing
undivided beneficial interests in the assets of the Trust. 
  
 Section
10.12. Acceptance of Terms of Trust Agreement, Guarantee and Indenture. 
  
 THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE
UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE
AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND
SUCH OTHERS. 
  
 [SIGNATURE PAGE FOLLOWS] 
  
 45 







 IN WITNESS WHEREOF, the undersigned have executed this Amended and Restated Trust Agreement this
as of the day and year first above written. 
  

									
	 BancFirst Corporation
	 	 	 	 
				
	 By:
	 	  

	 	 	 	  


	 	 	 Name: [                                    
    ]
	 	 	 	 Name:
	 	 David E. Rainbolt,

	 	 	 Title:   [                                  
      ]
	 	 	 	 	 	as Administrative Trustee

  
  

									
	 The Bank of New York,
 as Property
Trustee
	 	 	 	  

 Name:
    Joe T. Shockley,
                 as Administrative
Trustee

				
	 By:
	 	  

	 	 	 	  


	 	 	 Name: [                                    
    ]
	 	 	 	 Name:
	 	 Randy P. Foraker,

	 	 	 Title:   [                                  
      ]
	 	 	 	 	 	as Administrative Trustee

  
  

									
	 The Bank of New York (Delaware),
 as Delaware
Trustee
	 	 	 	 
				
	 By:
	 	  

	 	 	 	 
	 	 	 Name: [                                    
    ]
	 	 	 	 	 	 
	 	 	 Title:   [                                  
      ]
	 	 	 	 	 	 

  
 51 







 EXHIBIT A 
  

Certificate of Trust 
  
 1 







 EXHIBIT B 
  

Form of Common Securities Certificate 
  
 THIS CERTIFICATE IS NOT TRANSFERABLE 
  

			
	Certificate Number C-1	 	Number of Common Securities

  
 Certificate
Evidencing Common Securities 
  
 of 
  
 BFC CAPITAL TRUST II 
  
         % Common Securities

 (liquidation amount $25 per Common Security) 
  
 BFC CAPITAL TRUST II, a statutory trust formed under the laws of the State of Delaware (the “Trust”), -hereby certifies that BANCFIRST
CORPORATION (the “Holder”) is the registered owner of              common securities of the Trust representing undivided beneficial interests of the Trust and
designated the         % Common Securities (liquidation amount $25 per Common Security) (the “Common Securities”). In accordance with Section 5.10 of the Trust Agreement (as
defined below) the Common Securities are not transferable and any attempted transfer hereof shall be void. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities are set forth in, and
this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust dated as of
            , 2004, (as the same may be amended, restated, modified or otherwise supplemented from time to time, the “Trust Agreement”) including the
designation of the terns of the Common Securities as set forth therein. The Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Trust at its principal place of business or registered office.

  
 Upon receipt of this certificate, the Holder is bound by the
Trust Agreement and is entitled to the benefits thereunder. 
  
 IN
WITNESS WHEREOF, an Administrative Trustee of the Trust has executed this certificate this          day of             ,2004.

  
 BFC CAPITAL TRUST II 
  
 By:
                                        
                         
 Name: 
 Title: 
  
 1 







 EXHIBIT C 
  

Form of Agreement as to Expenses and Liabilities 
  

AGREEMENT AS TO EXPENSES AND LIABILITIES 
  
 THIS AGREEMENT AS TO EXPENSES AND LIABILITIES (this “Agreement”) dated as of
            , 2004, between BANCFIRST CORPORATION, an Oklahoma corporation (the “Company”) and BFC CAPITAL TRUST II, a Delaware statutory trust (the
“Trust”). 
  
 WHEREAS, the Trust intends to issue
its Common Securities (the “Common Securities”) to, and receive Junior Subordinated Deferrable Interest Debentures (the “Debentures”) from, the Company and to issue and sell
        % Cumulative Trust Preferred Securities (the “Trust Preferred Securities”) with such powers, preferences and special rights and restrictions as are set forth in the Amended and
Restated Trust Agreement of the Trust dated as of             , 2004 (as the same may be amended, restated, modified or otherwise supplemented from time to time the “Trust
Agreement”); 
  
 WHEREAS, the Company will directly or
indirectly own all of the Common Securities of the Trust and will issue the Debentures; 
  
 NOW, THEREFORE, in consideration of the purchase by each holder of the Trust Preferred Securities, which purchase the Company hereby agrees shall benefit the Company and which purchase the Company acknowledges will be
made in reliance upon the execution and delivery of this Agreement, the Company and the Trust hereby agree as follows: 
  
 ARTICLE I 
  
 Section 1.1 Guarantee by the Company. 
  
 Subject to the terms and conditions hereof, the Company hereby irrevocably and unconditionally guarantees to each person or entity to whom the Trust is
now or hereafter becomes indebted or liable (the “Beneficiaries”) the full payment, when and as due, of any and all Obligations (as hereinafter defined) to such Beneficiaries. As used herein, “Obligations” means any
costs, expenses or liabilities of the Trust, other than obligations of the Trust to pay to holders of any Trust Preferred Securities or other similar interests in the Trust the amounts due such holders pursuant to the terms of the Trust Preferred
Securities or such other similar interests, as the case maybe. This Agreement is intended to be for the benefit of, and to be enforceable by, all such Beneficiaries, whether or not such Beneficiaries have received notice hereof. 
  
 Section 1.2 Term of Agreement. 
  
 This Agreement shall terminate and be of no further force and effect
on the date on which full payment has been made of all amounts payable to all holders of all the Trust Preferred Securities (whether upon redemption, liquidation, exchange or otherwise); provided, however, that this Agreement
shall continue to be effective or shall be reinstated, as the case may be, if at any time any holder of Trust Preferred Securities or any Beneficiary must restore payment of any sums paid under the Trust Preferred Securities, under any Obligation,
under the Guarantee Agreement dated the date hereof by the Company and The Bank of New York, as guarantee trustee, or under this Agreement for any reason whatsoever. This Agreement is continuing, irrevocable, unconditional and absolute and the
Company fully, knowingly and unconditionally waives any right to revoke the guarantee under Title 15 of Oklahoma Statutes or otherwise. 
 1








 Section 1.3 Waiver of Notice. 
  
 The Company hereby waives notice of acceptance of this Agreement and of any Obligation to which it applies or may apply, and
the Company hereby waives presentment, demand for payment, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands. 
  
 Section 1.4 No Impairment. 
  
 The obligations, covenants, agreements and duties of the Company under this Agreement shall in no way be affected or
impaired by reason of the happening from time to time of any of the following: 
  
 (a) the extension of time for the payment by the Trust of all or any portion of the Obligations or for the performance of any other obligation under, arising out of, or in connection with, the Obligations; 

 
 (b) any failure, omission, delay or lack of diligence on the part of the
Beneficiaries to enforce, assert or exercise any right, privilege, power or remedy conferred on the Beneficiaries with respect to the Obligations or any action on the part of any Beneficiary granting indulgence or extension of any kind; or

  
 (c) the voluntary or involuntary liquidation, dissolution,
sale of any collateral, receivership, insolvency, bankruptcy assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Trust or any of the assets of the
Trust. 
  
 There shall be no obligation of the Beneficiaries to
give notice to, or obtain the consent of, the Company with respect to the happening of any of the foregoing. 
  
 Section 1.5 Enforcement. 
  
 A Beneficiary may enforce this Agreement directly against the Company and the Company waives any right or remedy to require that any action be brought against the Trust or any other person or entity before proceeding
against the Company. 
  
 Section 1.6 Subrogation.

  
 The Company shall be subrogated to all (if any)
rights of the Trust in respect of any amounts paid to the Beneficiaries by the Company under this Agreement; provided, however, that the Company shall not (except to the extent required by mandatory provisions of law) be
entitled to enforce or exercise any rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Agreement, if, at the time of any such payment, any amounts are
due and, unpaid under this Agreement. 
  
 ARTICLE II

  
 Section 2.1 Binding Effect. 
  
 All guarantees and agreements contained in this Agreement shall bind the
successors, assigns, receivers, trustees and representatives of the Company and shall inure to the benefit of the Beneficiaries. 
  
 2 







 Section 2.2 Amendment. 
  
 So long as there remains any Beneficiary or any Trust Preferred Securities are outstanding, this Agreement shall not be
modified or amended in any manner adverse to such Beneficiary or to the holders of the Trust Preferred Securities. 
  
 Section 2.3 Notices. 
  
 Any notice, request or other communication required or permitted to be given hereunder shall be given in writing by delivering the same against receipt
therefor by facsimile transmission (confirmed by mail), telex or by registered or certified mail, addressed as follows (and if so given, shall be deemed given when mailed or upon receipt of an answer-back, if sent by telex): 
  
 BFC Capital Trust II 
 c/o BancFirst Corporation 
 101 North Broadway, Suite 800 
 Oklahoma City, OK 73102 
 Facsimile No.: (405) 270-1089 
 Attention: Chief Financial Officer 
  
 BancFirst Corporation 
 101 North Broadway, Suite 800 
 Oklahoma City, OK 73102 
 Facsimile No.: (405) 270-1089 
 Attention: Chief Financial Officer 
  
 Section 2.4 Choice of Law. 
  
 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES). 
  
 THIS AGREEMENT is executed as of the day and year first above written. 
  
  

			
	 BANCFIRST CORPORATION

		
	By:	 	  


	 	 	 Name:
 Title:



  
  

			
	 BFC CAPITAL TRUST II

		
	By:	 	  


	 	 	 Name:
 Title:



  
 3 







 EXHIBIT D 
  

Form of Preferred Securities Certificate 
  
 This Preferred Security is a Global Certificate within the meaning of the Trust Agreement hereinafter referred to and is registered in the name of The
Depository Trust Company (the “Depository”) or a nominee of the Depository. This Preferred Security is exchangeable for Trust Preferred Securities registered in the name of a person other than the Depository or its nominee only in
the limited circumstances described in the Trust Agreement and no transfer of this Preferred Security (other than a transfer of this Preferred Security as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository) may be registered except in limited circumstances. 
  
 Unless this Preferred Security is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York) to BFC CAPITAL
TRUST II or its agent for registration of transfer, exchange or payment, and any Preferred Security issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company
and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. 
  

			
	Certificate Number P-1	 	Number of Trust Preferred Securities             

  
 CUSIP NO. 

 
 Certificate Evidencing Trust Preferred Securities 
  
 of 
  
 BFC CAPITAL TRUST II 
  
         % Cumulative Trust Preferred Securities, 
 (liquidation amount $25 per Preferred Security) 
  
 BFC CAPITAL TRUST II, a statutory trust formed under the laws of the State of Delaware (the “Trust”), hereby certifies that
             (the “Holder”) is the registered owner of             
(            ) Trust Preferred Securities of the Trust representing an undivided beneficial interest in the assets of the Trust and designated the BFC CAPITAL TRUST II
        % Cumulative Trust Preferred Securities, (liquidation amount $25 per Preferred Security) (the “Trust Preferred Securities”). The Trust Preferred Securities are
transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.4 of the Trust Agreement (as defined below).
The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Trust Preferred Securities are set forth in, and this certificate and the Trust Preferred Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust dated as of             , 2004, (as the same may be amended, restated,
modified or other wise supplemented from time to time, the “Trust Agreement”) including the designation of the terms of Trust Preferred Securities as set forth therein. The Holder is entitled to the benefits of the Guarantee
Agreement entered into by BancFirst Corporation, an Oklahoma corporation, and The Bank of New York, as guarantee trustee, dated as of             , 2004, (the
“Guarantee”), to the extent provided therein. The Trust will furnish a copy of the Trust Agreement and the Guarantee to the Holder without charge upon written request to the Trust at its principal place of business or registered
office. 
  
 1 







 Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the
benefits thereunder. 
  
 This Preferred Security is not a savings
account or deposit or other obligation of a bank and is not insured by the Federal Deposit Insurance Corporation, by any other governmental agency, or otherwise. 
  
 In Witness Whereof, an Administrative Trustee of the Trust has executed this certificate this
         day of             , 2004. 
  
 BFC CAPITAL TRUST II 
  
 By:
                                        
     
 Name: 
 Administrative Trustee 
  
 ASSIGNMENT 
  
 FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred Security to: 
  
 (Insert assignee’s social security or tax identification number) 
  
 (Insert address and zip code of assignee) 
  
 and irrevocably appoints 
  
 agent to transfer this Preferred Security Certificate on the books of the Trust. The agent may substitute another to act for him or her. 
  
 Date:
                         
  
 Signature:
                                        
                         
  
 (Sign exactly as your name appears on the other side of this Preferred Security Certificate) 
  
 The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit
unions with membership in an approved signature guarantee medallion program), pursuant to SEC Rule 17Ad–15. 
  
 2 







 EXHIBIT E 
  

FORM OF CERTIFICATE OF AUTHENTICATION 
  
 CERTIFICATE OF AUTHENTICATION 
  
 This is one of the         % Cumulative Trust Preferred Securities referred to in the within-mentioned
Amended and Restated Trust Agreement. 
  
 Dated:
                             
  
  
 THE BANK OF NEW YORK,

 as Property Trustee 
  
 By:
                                        
             
         Authorized Signatory 
  
 1