Ex-4.5



 




EXHIBIT 4.5


 

 





Amended and Restated Trust Agreement


among


WACHOVIA CORPORATION,

as Depositor,


U.S. Bank National Association,

as Property Trustee,


U.S. Bank Trust National Association,

as Delaware Trustee,


the Administrative Trustees (as named herein),


and the several Holders of the Trust Securities


Dated as of January l, 2006


of


WACHOVIA CAPITAL TRUST III



 

 







 










 





WACHOVIA CORPORATION



Certain Sections of this Trust Agreement relating to Section 310 through 318, inclusive, of the Trust Indenture Act of 1939;




	 	 	 
	Trust Indenture	 	Trust Agreement
	Act Section	 	Section
	§ 310(a)(1)
	 	8.7
	(a)(2)
	 	8.7
	(a)(3)
	 	8.9
	(a)(4)
	 	2.7(a)(ii)
	(b)
	 	8.8
	(c)
	 	Not applicable
	§ 311(a)
	 	8.13
	(b)
	 	8.13
	§ 312(a)
	 	5.7
	(b)
	 	5.7
	(c)
	 	5.7
	§ 313(a)
	 	8.15(a), 8.15(b)
	(b)
	 	8.15(b)
	(c)
	 	12.8
	(d)
	 	8.15(c)
	§ 314(a)
	 	8.16
	(b)
	 	Not applicable
	(c)(1)
	 	8.17
	(c)(2)
	 	8.17
	(c)(3)
	 	Not applicable
	(d)
	 	Not applicable
	(e)
	 	1.1, 8.17
	§ 315(a)
	 	8.1(a), 8.3(a)
	(b)
	 	8.2, 12.8
	(c)
	 	8.1(d)
	(d)
	 	8.1(e), 8.3
	(e)
	 	Not applicable
	§ 316(a)
	 	Not applicable
	(a)(1)(A)
	 	Not applicable
	(a)(1)(B)
	 	5.16(e)
	(a)(2)
	 	Not applicable
	(b)
	 	5.16
	(c)
	 	6.8
	§ 317(a)(1)
	 	Not applicable
	(a)(2)
	 	8.14
	(b)
	 	5.9
	§ 318(a)
	 	12.10
	(b)
	 	12.10







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





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Table of Contents




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE I
	 	Defined Terms	 	 	1	 
	 
	 	 	 	 	 	 
	Section 1.1
	 	Definitions.	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE II
	 	Continuation of the Issuer Trust; Issuance of Trust Preferred Securities; and Related Matters	 	 	17	 
	 
	 	 	 	 	 	 
	Section 2.1
	 	Name.	 	 	17	 
	Section 2.2
	 	Office of the Delaware Trustee; Principal Place of Business.	 	 	17	 
	Section 2.3
	 	Initial Contribution of Trust Property; Organizational Expenses.	 	 	17	 
	Section 2.4
	 	Issuance of the Trust Preferred Securities.	 	 	17	 
	Section 2.5
	 	Issuance of the Common Securities; Subscription and Purchase of Notes.	 	 	18	 
	Section 2.6
	 	Declaration of Trust.	 	 	18	 
	Section 2.7
	 	Authorization to Enter into Certain Transactions.	 	 	19	 
	Section 2.8
	 	Assets of Issuer Trust.	 	 	22	 
	Section 2.9
	 	Title to Trust Property.	 	 	23	 
	 
	 	 	 	 	 	 
	ARTICLE III
	 	Payment Account	 	 	23	 
	 
	 	 	 	 	 	 
	Section 3.1
	 	Payment Account.	 	 	23	 
	 
	 	 	 	 	 	 
	ARTICLE IV
	 	Distributions; Redemption, Etc.	 	 	23	 
	 
	 	 	 	 	 	 
	Section 4.1
	 	Distributions.	 	 	23	 
	Section 4.2
	 	Redemption.	 	 	25	 
	Section 4.3
	 	Subordination of Common Securities.	 	 	28	 
	Section 4.4
	 	Payment Procedures.	 	 	29	 
	Section 4.5
	 	Tax Returns and Reports.	 	 	29	 
	Section 4.6
	 	Payment of Expenses of the Issuer Trust.	 	 	30	 
	Section 4.7
	 	Payments under Indenture or Pursuant to Direct Actions.	 	 	30	 
	Section 4.8
	 	Combination of Stripped WITS and Normal WITS after Stock Purchase Date.	 	 	30	 
	 
	 	 	 	 	 	 
	ARTICLE V
	 	Trust Securities Certificates	 	 	31	 
	 
	 	 	 	 	 	 
	Section 5.1
	 	Initial Ownership.	 	 	31	 
	Section 5.2
	 	The Trust Securities Certificates.	 	 	31	 
	Section 5.3
	 	Execution and Delivery of Trust Securities Certificates.	 	 	31	 
	Section 5.4
	 	Registration of Transfer and Exchange of Trust Preferred Securities Certificates.	 	 	31	 
	Section 5.5
	 	Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates.	 	 	32	 
	Section 5.6
	 	Persons Deemed Holders.	 	 	33	 
	Section 5.7
	 	List of Holders’ Names and Addresses.	 	 	33	 
	Section 5.8
	 	Maintenance of Office Agency.	 	 	33	 
	Section 5.9
	 	Appointment of Paying Agent.	 	 	34	 
	Section 5.10
	 	Ownership of Common Securities by Depositor; Common Securities Certificate.	 	 	34	 






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Trust Agreement









 





	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	Section 5.11
	 	Book-Entry Trust Preferred Securities Certificates.	 	 	34	 
	Section 5.12
	 	Notices to Clearing Agency.	 	 	37	 
	Section 5.13
	 	Exchanges.	 	 	37	 
	Section 5.14
	 	Remarketing Elections.	 	 	39	 
	Section 5.15
	 	Definitive Trust Preferred Securities Certificates.	 	 	41	 
	Section 5.16
	 	Rights of Holders; Waivers of Past Defaults.	 	 	41	 
	Section 5.17
	 	CUSIP Numbers.	 	 	44	 
	Section 5.18
	 	Remarketing Procedures.	 	 	44	 
	 
	 	 	 	 	 	 
	ARTICLE VI
	 	Acts of Holders; Meetings; Voting	 	 	45	 
	 
	 	 	 	 	 	 
	Section 6.1
	 	Limitations on Voting Rights.	 	 	45	 
	Section 6.2
	 	Notice of Meetings.	 	 	46	 
	Section 6.3
	 	Meetings of Holders of the Trust Preferred Securities.	 	 	47	 
	Section 6.4
	 	Voting Rights.	 	 	47	 
	Section 6.5
	 	All Votes Must Be Made by a United States Person.	 	 	47	 
	Section 6.6
	 	Proxies, Etc.	 	 	47	 
	Section 6.7
	 	Holder Action by Written Consent.	 	 	48	 
	Section 6.8
	 	Record Date for Voting and Other Purposes.	 	 	48	 
	Section 6.9
	 	Acts of Holders.	 	 	48	 
	Section 6.10
	 	Inspection of Records.	 	 	49	 
	 
	 	 	 	 	 	 
	ARTICLE VII
	 	Representations and Warranties	 	 	49	 
	 
	 	 	 	 	 	 
	Section 7.1
	 	Representations and Warranties of the Property Trustee and the Delaware Trustee.	 	 	49	 
	Section 7.2
	 	Representations and Warranties of Depositor.	 	 	50	 
	 
	 	 	 	 	 	 
	ARTICLE VIII
	 	The Issuer Trustees	 	 	50	 
	 
	 	 	 	 	 	 
	Section 8.1
	 	Certain Duties and Responsibilities.	 	 	50	 
	Section 8.2
	 	Certain Notices.	 	 	53	 
	Section 8.3
	 	Certain Rights of Property Trustee.	 	 	53	 
	Section 8.4
	 	Not Responsible for Recitals or Issuance of Securities.	 	 	55	 
	Section 8.5
	 	May Hold Securities.	 	 	55	 
	Section 8.6
	 	Compensation; Indemnity; Fees.	 	 	55	 
	Section 8.7
	 	Corporate Property Trustee Required; Eligibility of Issuer Trustees and Administrative Trustees.	 	 	56	 
	Section 8.8
	 	Conflicting Interests.	 	 	57	 
	Section 8.9
	 	Co-Trustees and Separate Trustee.	 	 	57	 
	Section 8.10
	 	Resignation and Removal; Appointment of Successor.	 	 	58	 
	Section 8.11
	 	Acceptance of Appointment by Successor.	 	 	59	 
	Section 8.12
	 	Merger, Conversion, Consolidation or Succession to Business.	 	 	60	 
	Section 8.13
	 	Preferential Collection of Claims Against Depositor or Issuer Trust.	 	 	60	 
	Section 8.14
	 	Property Trustee May File Proofs of Claim.	 	 	60	 
	Section 8.15
	 	Reports by Property Trustee.	 	 	61	 
	Section 8.16
	 	Reports to the Property Trustee.	 	 	61	 
	Section 8.17
	 	Evidence of Compliance with Conditions Precedent.	 	 	61	 
	Section 8.18
	 	Number of Issuer Trustees.	 	 	62	 
	Section 8.19
	 	Delegation of Power.	 	 	62	 






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Trust Agreement









 





	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE IX
	 	Dissolution, Liquidation and Merger	 	 	62	 
	 
	 	 	 	 	 	 
	Section 9.1
	 	Perpetual Existence.	 	 	62	 
	Section 9.2
	 	Early Dissolution.	 	 	62	 
	Section 9.3
	 	Dissolution.	 	 	63	 
	Section 9.4
	 	Liquidation.	 	 	63	 
	Section 9.5
	 	Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust.	 	 	64	 
	 
	 	 	 	 	 	 
	ARTICLE X
	 	Miscellaneous Provisions	 	 	65	 
	 
	 	 	 	 	 	 
	Section 10.1
	 	Qualifying Treasury Securities.	 	 	65	 
	 
	 	 	 	 	 	 
	ARTICLE XI
	 	Other WITS Related Provisions	 	 	66	 
	 
	 	 	 	 	 	 
	Section 11.1
	 	Tax Treatment.	 	 	66	 
	 
	 	 	 	 	 	 
	ARTICLE XII
	 	Miscellaneous Provisions	 	 	66	 
	 
	 	 	 	 	 	 
	Section 12.1
	 	Limitation of Rights of Holders.	 	 	66	 
	Section 12.2
	 	Amendment.	 	 	66	 
	Section 12.3
	 	Separability Clause.	 	 	68	 
	Section 12.4
	 	Governing Law.	 	 	68	 
	Section 12.5
	 	Payments Due on Non-Business Day.	 	 	68	 
	Section 12.6
	 	Successors and Assigns.	 	 	68	 
	Section 12.7
	 	Effect of Headings and Table of Contents.	 	 	69	 
	Section 12.8
	 	Reports, Notices and Demands.	 	 	69	 
	Section 12.9
	 	Agreement Not to Petition.	 	 	69	 
	Section 12.10
	 	Trust Indenture Act; Conflict with Trust Indenture Act.	 	 	70	 
	Section 12.11
	 	Acceptance of Terms of Trust Agreement, Guarantee Agreement and Indenture.	 	 	70	 






EXHIBITS:




Exhibit A – Certificate of Trust

Exhibit B – Form of Capital WITS Certificate

Exhibit C – Form of Common Securities Certificate

Exhibit D – Form of Normal WITS Certificate

Exhibit E – Form of Stripped WITS Certificate



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Trust Agreement









 





     Amended and Restated Trust Agreement, dated as of January l, 2006, among (i)
Wachovia Corporation, a North Carolina corporation (including any successors or assigns,
the “Depositor”), (ii) U.S. Bank National Association, a national banking association, as
property trustee (in such capacity, the “Property Trustee”), (iii) U.S. Bank Trust National
Association, a national banking association, as Delaware trustee (in such capacity, the
“Delaware Trustee”), (iv) James F. Burr, an individual, and Thomas J. Wurtz, an individual, each of
whose address is c/o Wachovia Corporation, 301 South College Street, Charlotte, North Carolina
28288 (each, an “Administrative Trustee,” and collectively, the “Administrative Trustees”) (the
Property Trustee, the Delaware Trustee, and the Administrative Trustees being referred to
collectively as the “Issuer Trustees”), and (v) the several Holders, as hereinafter defined.



RECITALS OF THE DEPOSITOR




     The Depositor and the Delaware Trustee have heretofore duly declared and established a
statutory trust (the “Issuer Trust”) pursuant to the Delaware Statutory Trust Act (as hereinafter
defined) by entering into that certain Trust Agreement, dated as of January 19, 2006 (the “Original
Trust Agreement”), and by the execution and filing with the Secretary of State of the State of
Delaware the Certificate of Trust, filed on January 19, 2006, attached as Exhibit A (the
“Certificate of Trust”).



     The Depositor and the Issuer Trustees desire to amend and restate the Original Trust Agreement
in its entirety as set forth herein to provide for, among other things, (i) the issuance of the
Common Securities by the Issuer Trust to the Depositor, (ii) the issuance of Normal WITS by the
Issuer Trust and their issuance and sale pursuant to the Underwriting Agreement, (iii) the issuance
of Stripped WITS and Capital WITS in Exchange for Normal WITS as provided in Section 5.13, (iv) the
acquisition by the Issuer Trust from the Depositor of all of the right, title and interest in the
Notes, and (v) the entering into by the Issuer Trust with the Depositor of the Stock Purchase
Contract Agreement and, pursuant to the Stock Purchase Contracts evidenced by that Agreement, the
purchase by the Issuer Trust of shares of Preferred Stock on the Stock Purchase Date.



     Now therefore, this Trust Agreement witnesseth: For and in consideration of the
agreements and obligations set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, each party, for the benefit of the other
parties and for the benefit of the Holders, hereby amends and restates the Original Trust Agreement
in its entirety and 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:




     (i) The terms defined in this Article have the meanings assigned to them in this
Article, and include the plural as well as the singular.




     (ii) 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.



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Trust Agreement









 






     (iii) 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 that 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
Depositor.




     (iv) The words “hereby”, “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.



     “Act” has the meaning specified in Section 6.9.



     “Actual/360 Basis” means, for purposes of calculating the rate of Distributions, such rate
calculated on the basis of a 360-day year and the number of days actually elapsed.



     “Additional Amount” means, with respect to Normal WITS and Capital WITS 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 Notes for such period.



     “Additional Distribution Date” means each March 15, June 15, September 15 and December 15,
commencing on the first such date on which Stripped WITS are Outstanding (or, if any such day is
not a Business Day, the next succeeding Business Day).



     “Additional Interest” has the meaning specified in the Base Indenture.



     “Administrative Trustee” means each of the individuals identified as an “Administrative
Trustee” in the preamble to this Trust Agreement solely in such individual’s capacity as
Administrative Trustee of the Issuer Trust and not in such individual’s individual capacity, or
such Administrative Trustee’s successor in interest in such capacity, or any successor trustee
appointed as herein provided.



     “Affected Class(es)” means, (i) if a proposed action or inaction or Event of Default or other
relevant circumstance relates solely and specifically to Trust Property, each Class for which such
Trust Property is a Corresponding Asset, (ii) if a proposed action or inaction or Event of Default
or other relevant circumstance does not relate specifically and solely to Trust Property, then each
Class that could reasonably be expected to be affected by the action proposed or inaction or Event
of Default, and (iii) for purposes of Section 5.16 at any time, the Classes of Trust Preferred
Securities for which Notes at such time are Corresponding Assets (that is, (A) for purposes of
Sections 5.16(b) and 5.16(c), until the Remarketing Settlement Date the Normal WITS and the Capital
WITS and, thereafter, the Capital WITS, (B) for purposes of Section 5.16(d), the Normal WITS and
the Stripped WITS, and (C) for purposes of Section 5.16(e), (I) if the Event of Default is of the
type referred to in clause (a) of the definition of that term, the Normal WITS and the Capital WITS
until the Remarketing Settlement Date and the Capital WITS thereafter, (II) if the Event of Default
is of the type described in paragraph (b) of the definition of that term, the Normal WITS and
Stripped WITS, (III) if the Event of Default is of the type described in clause (d) of the
definition of that term, the Classes of Trust Preferred Securities that were to have been redeemed,
and (IV) if the Event of Default is of the type described in any of clause (c), (e) or (f) of the
definition of that term, each Class of Trust Preferred Securities then outstanding).



     “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



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Trust Agreement









 






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.



     “Agent Agreement” has the meaning specified in Section 5.4.



     “Articles of Amendment” means the “Articles of Amendment of Wachovia Corporation”, dated
January l, 2006, fixing the preferences, limitations and relative rights of the Preferred
Stock as a new series of the Depositor’s Class A Preferred Stock.



     “Authorized Officer” of any Person means any officer of such Person or any Person authorized
by or pursuant to a resolution of the Board of Directors of such Person.



     “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 Federal or State bankruptcy, insolvency, reorganization or other
similar 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) the 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 Federal or State bankruptcy, insolvency, reorganization or other
similar 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.



     “Bankruptcy Laws” has the meaning specified in Section 12.9.



     “Base Indenture” means the Indenture, dated as of January l, 2006, between the Depositor
and the Note Trustee, as amended or supplemented from time to time.



     “Board of Directors” means either the board of directors of any Person or any committee of
that board of directors duly authorized to act.



     “Book-Entry Transfer” means:




     (a) as to Trust Preferred Securities represented by Book-Entry Trust Preferred
Securities Certificates and as to Notes represented by global certificates that settle and
clear through a Clearing Agency’s system, transfer or delivery in accordance with the rules
and procedures of the applicable Clearing Agency (including, in the case for DTC if it is
the Clearing Agency, book-entry deliveries through DTC’s Deposit/Withdrawal at Custodian
DWAC system); and



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Trust Agreement









 






     (b) as to treasury securities (including Qualifying Treasury Securities), transfer or
delivery in accordance with the regulations of the United States Department of the Treasury
governing book-entry treasury securities, including those currently at 12 C.F.R. Part 357.



     “Book-Entry Trust Preferred Securities” means Trust Preferred Securities the ownership and
transfers of which shall be made through book entries by a Clearing Agency as provided in Section
5.11.



     “Book-Entry Trust Preferred Securities Certificate” means a Trust Preferred Securities
Certificate evidencing ownership of Book-Entry Trust Preferred Securities.



     “Business Day” means a day other than a Saturday, a Sunday, or any other day on which banking
institutions in New York, New York, Charlotte, North Carolina or Wilmington, Delaware are
authorized or required by law or executive order to remain closed.



     “Capital WITS” means a beneficial interest in the Issuer Trust, having a Liquidation Amount of
$1,000 per Capital WITS and having the rights provided for Capital WITS in this Trust Agreement,
including the right to receive Distributions and a Liquidation Distribution as provided herein.



     “Capital WITS Certificate” means a certificate evidencing ownership of Capital WITS,
substantially in the form attached as Exhibit B.



     “Capital WITS Distribution Date” means (i) each March 15 and September 15, commencing with the
first such date on which Capital WITS are Outstanding and continuing through and including the last
such date to occur prior to the Remarketing Date for a Successful Remarketing (or, if any such day
is not a Business Day, the next succeeding Business Day), and (ii) thereafter for so long as
Capital WITS remain outstanding each day that is an interest payment date for the Notes.



     “Capital WITS Distribution Rate” means (i) from the Closing Date to but not including the
Remarketing Settlement Date for a Successful Remarketing, l% per annum (calculated on a
30/360 Basis), and (ii) thereafter, the rate per annum, whether a fixed rate or a rate determined
pursuant to a formula, determined pursuant to the Remarketing Agreement in connection with the
Remarketing (it being understood and agreed that, if there is not a Successful Remarketing of the
Notes, the Capital WITS Distribution Rate pursuant to clause (i) shall remain in effect for so long
as Capital WITS are outstanding).



     “Capital WITS Redemption Date” means, with respect to any Capital WITS to be redeemed, the
date fixed for such redemption by or pursuant to this Trust Agreement; provided that (i) each Note
Redemption Date shall be a Capital WITS Redemption Date for a Like Amount of Capital WITS and (ii)
if a Successful Remarketing occurs, the first Business Day after the Stock Purchase Date shall be a
Capital WITS Redemption Date for a redemption in kind pursuant to Section 4.2(c).



     “Capital WITS Redemption Price” means, with respect to a redemption of Capital WITS for a
Redemption Price payable in cash pursuant to Section 4.2(a) and the related Capital WITS Redemption
Date, the redemption price for a Like Amount of Notes redeemed on such date in accordance with the
Indenture.



     “Certificate” means a Capital WITS Certificate, a Normal WITS Certificate, a Stripped WITS
Certificate or a Common Securities Certificate.



-4-




Trust Agreement









 





     “Certificate Custodian” means, with respect to the Trust Preferred Securities of a Class, the
Securities Registrar, as custodian with respect to the Book-Entry Trust Preferred Securities
Certificates representing the Trust Preferred Securities of such Class, or any successor entity
thereto.



     “Certificate Depositary Agreement” means the agreement among the Issuer Trust and DTC, as the
initial Clearing Agency, dated as of the Closing Date.



     Certificate of Trust” has the meaning specified in the recitals hereof, as amended from time
to time.



     “Class” means each of the Normal WITS, the Stripped WITS, the Capital WITS and the Common
Securities, each as a class of beneficial interests in the Issuer Trust.



     “Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section
17A of the Exchange Act. DTC will be the initial Clearing Agency.



     “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 Time of Delivery, which date is also the date of execution and
delivery of this Trust Agreement.



     “Collateral Account” has the meaning specified in the Collateral Agreement.



     “Collateral Agent” means JPMorgan Chase Bank, National Association, as Collateral Agent under
the Collateral Agreement until a successor Collateral Agent shall have been appointed and qualified
pursuant to the applicable provisions of the Collateral Agreement, and thereafter “Collateral
Agent” shall mean the Person who is then the Collateral Agent thereunder.



     “Collateral Agreement” means the Collateral Agreement, dated as of the date hereof, among the
Depositor, the Collateral Agent, the Custodial Agent, the Securities Intermediary, the Issuer Trust
(acting through the Property Trustee) and the Securities Registrar for the WITS, as amended from
time to time.



     “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.



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



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



     “Contingent Disposition Election” has the meaning specified in Section 5.14(a)(ii).



     “Contingent Exchange Election” has the meaning specified in Section 5.14(a)(i).



     “Contract Payments” has the meaning specified in the Stock Purchase Contract Agreement.



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Trust Agreement









 





     “Corresponding Assets” means, with respect to each $1,000 Liquidation Amount of Trust
Securities:




     (a) in the case of Normal WITS and Common Securities, (i) from the Time of Delivery to
but not including the Remarketing Settlement Date for a Successful Remarketing, $1,000
principal amount of Pledged Notes and a 1/100th interest in a Stock Purchase Contract, (ii)
from and including the Remarketing Settlement Date for a Successful Remarketing to but not
including the Stock Purchase Date, the Wachovia Deposit made with the
net proceeds of each $1,000 principal amount of Pledged Notes sold in
such Successful Remarketing on such Remarketing Settlement
Date and a 1/100th interest in a Stock Purchase Contract, and (iii) from and including the
Stock Purchase Date and thereafter for so long as Normal WITS are outstanding, 1/100th of a
share of Preferred Stock;




     (b) in the case of Stripped WITS, (i) from the date of issuance for each Stripped WITS
to but not including the Stock Purchase Date, $1,000 principal amount of Pledged Treasury
Securities and a 1/100th interest in a Stock Purchase Contract, and (ii) from and including
the Stock Purchase Date and thereafter for so long as Stripped WITS are outstanding, 1/100th
of a share of Preferred Stock, subject to Section 4.8; and




     (c) in the case of Capital WITS, from the date of issuance for each Capital WITS,
$1,000 principal amount of Notes, subject to Section 5.14.



     “Corporate Trust Office” means (i) when used with respect to the Property Trustee, the office
of the Property Trustee at which, at any particular time, its corporate trust business shall be
principally administered, which office at the date hereof is located at U.S. Bank National
Association, 300 Delaware Avenue, 9th Floor, Wilmington, DE 19801, Attention: Corporate Trust
Services Division, and (ii) when used with respect to the Note Trustee, the principal office of the
Note Trustee located at U.S. Bank National Association, 300 Delaware Avenue, 9th Floor, Wilmington,
DE 19801, Attention: Corporate Trust Services Division.



     “Custodial Agent” means JPMorgan Chase Bank, National Association, as Custodial Agent under
the Collateral Agreement until a successor Custodial Agent shall have become such pursuant to the
applicable provisions of the Collateral Agreement, and thereafter “Custodial Agent” shall mean the
Person who is then the Custodial Agent thereunder.



     “Custody Account” has the meaning specified in the Collateral Agreement.



     “Deferred Contract Payment Amount” means, at any time for each $100,000 stated amount of Stock
Purchase Contracts, the amount of the Contract Payments accrued on such stated amount that has been
deferred and not paid by reason of the Depositor’s exercise of its right to defer payment of
Contract Payments pursuant to Section 2.7 of the Stock Purchase Contract Agreement, together with
interest accrued on such amount in accordance with the terms of the Stock Purchase Contract
Agreement.



     “Deferred Note Interest Amount” means, at any time for each $1,000 principal amount of Notes,
the amount of interest accrued on such principal amount that has been deferred and not paid by
reason of the Depositor’s exercise of its right to defer payment of interest pursuant to Section
3.11 of the Base Indenture or Section 2.5 of the Indenture Supplement, together with interest
accrued on such amount in accordance with the terms of the Indenture and the Indenture Supplement.



     “Definitive Trust Preferred Securities Certificates” means either or both (as the context
requires) of (i) Trust Preferred Securities Certificates issued as Book-Entry Trust Preferred
Securities Certificates



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Trust Agreement









 






as provided in Section 5.11, and (ii) Trust Preferred Securities Certificates issued in
certificated, fully registered form as provided in Section 5.15.



     “Delaware Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.
ss. 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 Issuer Trust and not in its
individual capacity, or its successor in interest in such capacity, or any successor Delaware
trustee appointed as herein provided.



     “Depositor” has the meaning specified in the preamble to this Trust Agreement.



     “Direct Action” has the meaning specified in Section 5.16(c) and Section 5.16(d).



     “Distribution Date” means an Additional Distribution Date, a Capital WITS Distribution Date or
a Regular Distribution Date.



     “Distribution Period” means:




     (i) with respect to Normal WITS, Stripped WITS and Common Securities, each period of
time beginning on a Regular Distribution Date (or the Closing Date in the case of the
Distribution Period ending in March 2006) and continuing to but not including the next
succeeding Regular Distribution Date for such Class; and




     (ii) with respect to Capital WITS, each period of time beginning on a Capital WITS
Distribution Date (or the Closing Date in the case of the Distribution Period ending in
March 2006) and continuing to but not including the next succeeding Capital WITS
Distribution Date.



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



     “Dividend Payment Date” has the meaning specified in the Articles of Amendment.



     “DTC” means The Depository Trust Company.



     “Early Dissolution Event” has the meaning specified in Section 9.2.



     “Early Settlement Event” has the meaning specified in the Indenture Supplement.



     “Event of Default” means any one of the following events (whatever the reason for such event
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) the occurrence of a Note Event of Default; or




     (b) the occurrence of a Preferred Stock Default; or




     (c) default by the Issuer Trust in the payment of any Distribution when it becomes due
and payable, and continuation of such default for a period of 30 days; or



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Trust Agreement









 






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




     (e) default in the performance, or breach, in any material respect, of any covenant or
warranty of the Issuer Trustees in this Trust Agreement (other than those specified in
clause (b) or (c) above) and continuation of such default or breach for a period of 90 days
after there has been given, by registered or certified mail, to the Issuer Trustees and to
the Depositor by the Holders of at least 25% in aggregate Liquidation Amount of the
Outstanding Trust 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




     (f) the occurrence of a Bankruptcy Event with respect to the Property Trustee if a
successor Property Trustee has not been appointed within 90 days thereof.



     “Exchange” has the meaning specified in Section 5.13(a).



     “Exchange Act” means the Securities Exchange Act of 1934, and any successor statute thereto,
in each case as amended from time to time.



     “Exchange Period” means the Collateral Agent’s and the Securities Registrar’s normal business
hours on any Business Day other than (i) any day in March, June, September or December that is on
or after the first day of such month through the 15th day of such month (or the next Business Day
if the 15th day is not a Business Day) and (ii) the period from 3:00 P.M., New York City time, on
the second Business Day before any Remarketing Date to but not including the Business Day after
that Remarketing Date.



     “Failed Remarketing” has the meaning specified in the Indenture.



     “Federal Reserve Board” means the Board of Governors of the Federal Reserve System, as from
time to time constituted, or if at any time after the execution of this Trust Agreement the Federal
Reserve is not existing and performing the duties now assigned to it, then the bodies performing
such duties at such time, or the Federal Reserve Bank of Richmond, or any successor Federal reserve
bank having primary jurisdiction over the Depositor.



     “Final Remarketing” has the meaning specified in the Indenture.



     “Guarantee Agreement” means the Guarantee Agreement executed and delivered by the Depositor
and U.S. Bank National Association, a national banking association, as guarantee trustee,
contemporaneously with the execution and delivery of this Trust Agreement, for the benefit of the
holders of the Trust Preferred Securities, as amended from time to time.



     “Holder” means, with respect to a Trust Security, the Person in whose name the Trust Security
evidenced by a Certificate is registered in the Security Register (and any such Person shall be
deemed to be a beneficial owner within the meaning of the Delaware Statutory Trust Act); provided,
however, that solely for the purpose of determining whether the Holders of the requisite number of
WITS have voted on any matter (and not for any other purpose hereunder), if the WITS remains in the
form of one or more Book-Entry Trust Preferred Securities Certificates and if the Clearing Agency
(or its nominee) that is the registered holder of such Book-Entry Trust Preferred Securities
Certificate has sent an omnibus proxy assigning voting rights to the Clearing Agency Participants
to whose accounts the WITS are credited on the record date, the term “Holder” shall mean such
Clearing Agency Participant acting at the direction of the Owners.



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Trust Agreement









 





     “Indemnified Person” has the meaning specified in Section 8.6(c).



     “Indenture” means the Base Indenture and the Indenture Supplement, taken together.



     “Indenture Supplement” means the First Supplemental Indenture to the Base Indenture, dated as
of January l, 2006, between the Depositor and the Note Trustee, as amended or supplemented from
time to time.



     “Investment Company Act” means the Investment Company Act of 1940, or any successor statute
thereto, in each case as amended from time to time.



     “Issuer Trust” means the Delaware statutory trust known as “Wachovia Capital Trust III”, which
was created under the Delaware Statutory Trust Act pursuant to the Original Trust Agreement and the
filing of the Certificate of Trust, and continued pursuant to this Trust Agreement.



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



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



     “Like Amount” means:




     (a) with respect to a distribution of Notes to Holders of Normal WITS, Capital WITS or
Common Securities in connection with a dissolution or liquidation of the Issuer Trust or a
redemption in kind of Capital WITS pursuant to Section 4.2(c), Notes having a principal
amount equal to the Liquidation Amount of the Trust Securities of the Holder to whom such
Notes are distributed;




     (b) with respect to a distribution of Pledged Treasury Securities to Holders of
Stripped WITS in connection with a dissolution or liquidation of the Issuer Trust, Pledged
Treasury Securities having a principal amount equal to the Liquidation Amount of the
Stripped WITS to whom such Pledged Treasury Securities are distributed;




     (c) with respect to a distribution of Preferred Stock or fractional interests in
Preferred Stock to Holders of Trust Securities in connection with a dissolution or
liquidation of the Issuer Trust, Preferred Stock or a fractional interest in a share of
Preferred Stock (which may be effected by the Issuer Trust through the creation of
depositary shares) having a liquidation preference equal to the Liquidation Amount of the
Trust Securities of the Holder to whom such shares of Preferred Stock or a fractional
interest in a share of Preferred Stock (including through a depositary share) are
distributed;




     (d) with respect to any distribution of Additional Amounts to Holders of Normal WITS,
Capital WITS or Common Securities, Notes having a principal amount equal to the Liquidation
Amount of the Normal WITS, Capital WITS or Common Securities in respect of which such
distribution is made;




     (e) with respect to a redemption of Preferred Stock, 1/100th of a share of Preferred
Stock for each Normal WITS or Common Security;



-9-




Trust Agreement









 






     (f) with respect to an Exchange of Normal WITS and Qualifying Treasury Securities for
Stripped WITS and Capital WITS pursuant to Section 5.13(b), a number of Stripped WITS and a
number of Capital WITS in each case equal to the number of Normal WITS included in such
Exchange (e.g., if 1,000 Normal WITS are being Exchanged, the Holder will
receive 1,000 Stripped WITS and Capital WITS in accordance with and subject to Section
5.13);




     (g) with respect to an Exchange of Stripped WITS and Capital WITS for Normal WITS and
Qualifying Treasury Securities, a number of Normal WITS equal to the number of Stripped WITS
and the number of Capital WITS being Exchanged (e.g., if 1,000 Stripped WITS
and 1,000 Capital WITS are being Exchanged, the Holder will receive upon the Exchange 1,000
Normal WITS together with $1,000,000 principal amount of Qualifying Treasury Securities
released from the Pledge, in accordance with and subject to Section 5.13(e));




     (h) with respect to Notes (including Pledged Notes as applicable) being deposited or
delivered in connection with an Exchange, Notes having a principal amount equal to $1,000
for each normal WITS involved in the Exchange;




     (i) with respect to Section 5.16(c), $1,000 principal amount of Notes for each $1,000
Liquidation Amount of Trust Preferred Securities of each Affected Class; and




     (j) with respect to Section 5.16(d), 1/100th of a Stock Purchase Contract with its
stated amount of $100,000 for each $1,000 Liquidation Amount of Trust Preferred Securities
of the Affected Classes.



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



     “Liquidation Date” means the date of the distribution of the assets of the Issuer Trust to
Holders pursuant to Section 9.4.



     “Liquidation Distribution” has the meaning specified in Section 9.4(d).



     “Majority in Liquidation Amount” means as to a Class or Classes of Trust Securities, except as
provided by the Trust Indenture Act, Trust Securities of such Class or Classes representing more
than 50% of the aggregate Liquidation Amount of all Outstanding Trust Securities of such Class or
Classes.



     “Normal WITS” means a beneficial interest in the Issuer Trust, having a Liquidation Amount of
$1,000 and having the rights provided for Normal WITS in this Trust Agreement, including the right
to receive Distributions and a Liquidation Distribution as provided herein.



     “Normal WITS Certificate” means a certificate evidencing ownership of Normal WITS,
substantially in the form attached as Exhibit D.



     “Normal WITS Distribution Rate” means (i) from the Closing Date to but not including the later
of the Regular Distribution Date in March 2011 and the Stock Purchase Date (and for each related
Distribution Period), l% per annum (calculated on a 30/360 Basis) and (ii) thereafter, for each
Distribution Period and related Regular Distribution Date, the greater of (A) Three-Month LIBOR for
such Distribution Period plus l% and (B) l% (calculated on an Actual/360 Basis).1





 




			
	1	 	Clause (i) is the sum of the per annum
interest rate on the Notes and the per annum Contract Payments rate; clause
(ii) is the per annum dividend rate on the Preferred Stock.




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Trust Agreement









 









     “Normal WITS Redemption Date” means, with respect to any Normal WITS to be redeemed, the date
fixed for such redemption by or pursuant to this Trust Agreement; provided that each Preferred
Stock Redemption Date shall be a Redemption Date for a like amount of Normal WITS.



     “Normal WITS Redemption Price” means, with respect to any Normal WITS and Common Securities
and the related Normal WITS Redemption Date, the redemption price for a Like Amount of Preferred
Stock redeemed in accordance with the Articles of Amendment.



     “Note Event of Default” means any “Event of Default” specified in Section 5.1 of the Base
Indenture.



     “Note Redemption Date” means, with respect to any Notes to be redeemed under the Indenture,
the date fixed for redemption of such Notes under the Indenture.



     “Note Redemption Price” means, with respect to any Notes to be redeemed under the Indenture,
the Redemption Price for such redemption and related Note Redemption Date determined in accordance
with the Indenture.



     “Note Trustee” means U.S. Bank National Association, a national banking association, solely in
its capacity as trustee pursuant to the Indenture and not in its individual capacity, or its
successor in interest in such capacity, or any successor trustee appointed as provided in the
Indenture.



     “Notes” means the $l,000,000 initial aggregate principal amount of the Depositor’s
Remarketable Junior Subordinated Notes due 2042 issued pursuant to the Indenture.



     “Notice of Contingent Disposition Election” has the meaning specified in Section 5.14(f).



     “Notice of Contingent Exchange Election” has the meaning specified in Section 5.14(d)(i).



     “Officers’ Certificate” means, with respect to any Person, a certificate signed by any two
Authorized Officers of such Person. Any Officers’ Certificate delivered with respect to compliance
with a condition or covenant provided for in this Trust Agreement shall include:




     (a) a statement by each officer signing the Officers’ Certificate that such officer 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 such officer in rendering the Officers’ Certificate;




     (c) a statement that 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 such officer, such condition or
covenant has been complied with.



     “Opinion of Counsel” means a written opinion of counsel, who may be counsel for or an employee
of the Depositor or any Affiliate of the Depositor.



     “Original Trust Agreement” has the meaning specified in the recitals to this Trust Agreement.



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Trust Agreement









 





     “Outstanding,” when used with respect to Trust Securities of a Class, means, as of the date of
determination, all Trust Securities of such Class theretofore executed and delivered under this
Trust Agreement, except:




     (a) Trust Securities of such Class theretofore canceled by the Property Trustee or
delivered to the Property Trustee for cancellation;




     (b) Trust Securities of such Class for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Property Trustee or any Paying
Agent; 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 of such Class that have been paid or in exchange for or in lieu of
which other Trust Preferred Securities have been executed and delivered pursuant to Sections
5.4, 5.5, 5.11 and 5.13;


provided, however, that in determining whether the Holders of the requisite Liquidation Amount of
the Outstanding Trust Preferred Securities of a Class have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Trust Preferred Securities of such
Class owned by the Depositor, any Issuer Trustee, or any Affiliate of the Depositor or any Issuer
Trustee shall be disregarded and deemed not to be Outstanding, except that (a) in determining
whether any Issuer Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Trust Preferred Securities of such Class
that such Issuer Trustee actually knows to be so owned shall be so disregarded, and (b) the
foregoing shall not apply at any time when all of the outstanding Trust Preferred Securities of
such Class are owned by the Depositor, one or more of the Issuer Trustees, and/or any such
Affiliate. Trust Preferred Securities of a Class so owned that 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 Trust Preferred Securities and that the
pledgee is not the Depositor or any Affiliate of the Depositor.




     “Owner” means each Person who is the beneficial owner of Book-Entry Trust Preferred Securities
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 JPMorgan Chase Bank, National Association.



     “Payment Account” means a segregated non-interest-bearing [corporate trust] account maintained
by the Property Trustee initially with JPMorgan Chase Bank, National Association (in its corporate
capacity and not as Paying Agent), in its trust department for the benefit of the Holders in which
all amounts paid in respect of the Notes will be held and from which the Property Trustee, through
the Paying Agent, shall make payments to the Holders in accordance with Sections 4.1 and 4.2.
After the Stock Purchase Date, the Payment Account may at any time be established with any
commercial bank by the Property Trustee.



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



-12-




Trust Agreement









 





     “Pledge” means the pledge under the Collateral Agreement of Notes or Qualifying Treasury
Securities, as the case may be.



     “Pledged Notes” has the meaning specified in the Collateral Agreement.



     “Pledged Treasury Securities” has the meaning specified in the Collateral Agreement.



     “Predecessor Capital WITS Certificate” of any particular Capital WITS Certificate means every
previous Capital WITS Certificate evidencing all or a portion of the rights and obligations of the
Depositor and the Holder under the Capital WITS evidenced thereby; and, for the purposes of this
definition, any Capital WITS Certificate delivered under Section 5.5 in exchange for or in lieu of
a mutilated, destroyed, lost or stolen Capital WITS Certificate shall be deemed to evidence the
same rights and obligations of the Depositor and the Holder as the mutilated, destroyed, lost or
stolen Capital WITS Certificate.



     “Predecessor Certificate” means a Predecessor Normal WITS Certificate, a Predecessor Stripped
WITS Certificate or a Predecessor Capital WITS Certificate, as applicable.



     “Predecessor Normal WITS Certificate” of any particular Normal WITS Certificate means every
previous Normal WITS Certificate evidencing all or a portion of the rights and obligations of the
Depositor and the Holder under the Normal WITS evidenced thereby; and, for the purposes of this
definition, any Normal WITS Certificate delivered under Section 5.5 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Normal WITS Certificate shall be deemed to evidence the same
rights and obligations of the Depositor and the Holder as the mutilated, destroyed, lost or stolen
Normal WITS Certificate.



     “Predecessor Stripped WITS Certificate” of any particular Stripped WITS Certificate means
every previous Stripped WITS Certificate evidencing all or a portion of the rights and obligations
of the Depositor and the Holder under the Stripped WITS evidenced thereby; and, for the purposes of
this definition, any Stripped WITS Certificate delivered under Section 5.5 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Stripped WITS Certificate shall be deemed to
evidence the same rights and obligations of the Depositor and the Holder as the mutilated,
destroyed, lost or stolen Stripped WITS Certificate.



     “Preferred Stock” means the Non-Cumulative Perpetual Class A Preferred Stock, Series I,
$100,000 liquidation preference per share, no par value, of the Depositor.



     “Preferred Stock Default” means the failure of the Depositor to comply in any material respect
with any of its obligations (i) under the Stock Purchase Contract Agreement or (ii) as issuer of
the Preferred Stock, including in the Articles of Amendment, the Depositor’s articles of
incorporation, or arising under applicable law.



     “Preferred Stock Redemption Date” means, with respect to any shares of Preferred Stock to be
redeemed under the Articles of Amendment, the date fixed for redemption of such shares under the
Articles of Amendment.



     “Proceeds” has the meaning specified in the Collateral Agreement.



     “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 Issuer Trust and not in its
individual



-13-




Trust Agreement









 






capacity, or its successor in interest in such capacity, or any successor property trustee
appointed as herein provided.



     “Prospectus” means the prospectus, dated January l, 2006, of the Depositor relating to
the offering of the Normal WITS.



     “Qualifying Treasury Securities” has the meaning specified in Section 10.1.



     “Recombination Notice and Request” has the meaning specified in Section 5.13(d)(ii).



     “Redemption Date” means a Normal WITS Redemption Date or a Capital WITS Redemption Date, as
applicable.



     “Redemption Price” means, (i) with respect to a redemption of Normal WITS, the Normal WITS
Redemption Price, and (ii) with respect to a redemption of Capital WITS, the Capital WITS
Redemption Price.



     “Regular Distribution Date” means:




     (a) each March 15 and September 15 occurring prior to and including the later of March
15, 2011 and the Stock Purchase Date, commencing March 15, 2006 (or, in the case of Stripped
WITS, the first such date on which Stripped WITS are outstanding);




     (b) after the later of March 15, 2011 and the Stock Purchase Date, each March 15, June
15, September 15 and December 15, or if any such date is not a Business Day, the next
Business Day; and




     (c) the Stock Purchase Date if not otherwise a Regular Distribution Date;


provided, however, that the last Regular Distribution Date for the Stripped WITS shall be the Stock
Purchase Date.




     “Relevant Trustee” shall have the meaning specified in Section 8.10.



     “Remarketing” has the meaning specified in the Indenture.



     “Remarketing Agent” means, as to a Remarketing and Remarketing Agreement, the remarketing
agent and any successor or replacement remarketing agent appointed by the Depositor.



     “Remarketing Agent’s Fee” means, as to the Remarketing Agent and a Remarketing, the fee
provided for in the Remarketing Agreement.



     “Remarketing Agreement” means the Remarketing Agreement, dated as of the date hereof, among
the Depositor, the Issuer Trust (acting through the Property Trustee) and the Remarketing Agent, as
amended or supplemented from time to time.



     “Remarketing Date” has the meaning specified in the Indenture.



     “Remarketing Settlement Date” has the meaning specified in the Indenture.



-14-




Trust Agreement









 





     “Reset Rate” has the meaning specified in the Indenture Supplement (and is the interest rate
applicable to the Notes and the Capital WITS Distribution Rate commencing on the Remarketing
Settlement Date).



     “Responsible Officer” means, with respect to any Issuer Trustee, the President, any Senior
Vice President, any Vice President, any Assistant Vice President, the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer, any Trust Officer, any Assistant Trust Officer
or any Financial Services Officer of such Issuer Trustee.



     “Securities Act” means the Securities Act of 1933, and any successor statute thereto, in each
case as amended from time to time.



     “Securities Intermediary” means JPMorgan Chase Bank, National Association, as Securities
Intermediary under the Collateral Agreement until a successor Securities Intermediary shall have
become such pursuant to the applicable provisions of the Collateral Agreement, and thereafter
“Securities Intermediary” shall mean such successor or any subsequent successor who is appointed
pursuant to the Collateral Agreement.



     “Securities Register” has the meaning specified in Section 5.4.



     “Securities Registrar” means the transfer agent and registrar designated by the Administrative
Trustees for the Trust Securities pursuant to Section 5.4.



     “Stock Purchase Contract” has the meaning specified in the Stock Purchase Contract Agreement.



     “Stock Purchase Contract Agreement” means the Stock Purchase Contract Agreement, dated as of
the date hereof, between the Depositor and the Property Trustee (acting on behalf of the Issuer
Trust).



     “Stock Purchase Date” has the meaning specified in the Stock Purchase Contract Agreement.



     “Stripped WITS” means a beneficial interest in the Issuer Trust, having a Liquidation Amount
of $1,000 and having the rights provided for Stripped WITS in this Trust Agreement, including the
right to receive Distributions and a Liquidation Distribution as provided herein.



     “Stripped WITS Certificate” means a certificate evidencing ownership of Stripped WITS,
substantially in the form attached as Exhibit E.



     “Stripped WITS Distribution Rate” means l% per annum, calculated on a 30/360 Basis.



     “Stripped WITS Treasury Roll Over Amount” means, for each Additional Distribution Date on
which Stripped WITS are Outstanding, an amount per $1,000 of Stripped WITS equal to the excess (if
any) of $1,000 (which is the principal amount of Pledged Treasury Securities per Stripped WITS
maturing at least one but not more than six Business Days prior to such date) over the amount
required to be expended by the Collateral Agent to purchase Qualifying Treasury Securities maturing
at least one but not more than six Business Days prior to the next succeeding March 15, June 15,
September 15 or December 15, as applicable, in the amount of $1,000.



     “Stripping Notice and Request” has the meaning specified in Section 5.13(b)(ii).



     “Successful” has the meaning specified in the Indenture Supplement.



-15-




Trust Agreement









 





     “Successor Securities” has the meaning specified in Section 9.5.



     “30/360 Basis” means, for purposes of calculating a rate for Distributions, such rate
calculated on the basis of a 360-day year consisting of twelve 30-day months.



     “Three-Month LIBOR” means, for any Distribution Period commencing on or after the Stock
Purchase Date, “Three-Month LIBOR” for the corresponding Dividend Period as defined in and
determined pursuant to the Articles of Amendment.



     “Time of Delivery” means January l, 2006.



     “Transaction Agreements” means each of the Stock Purchase Contract Agreement, the Collateral
Agreement, the Underwriting Agreement, the Notes, the Certificate Depositary Agreement, the
Indenture, the Indenture Supplement and any other agreement determined by an Issuer Trustee to be
appropriate in exercising the authority, express or imply, otherwise granted to the Issuer Trustees
under this Trust Agreement.



     “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
(i) all exhibits, and (ii) for all purposes of this 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 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 Preferred Securities” means the Normal WITS, the Stripped WITS and the Capital WITS.



     “Trust Preferred Securities Certificate” means a Normal WITS Certificate, a Stripped WITS
Certificate or a Capital WITS Certificate.



     “Trust Property” means (a) the Notes for so long as they are owned by the Issuer Trust in
accordance with this Trust Agreement, (b) the Stock Purchase Contracts, (c) the Preferred Stock
once acquired by the Issuer Trust pursuant to the Stock Purchase Contracts, (d) treasury securities
(that are required to be Qualifying Treasury Securities when delivered) delivered to the Property
Trustee (or the Collateral Agent) pursuant to Section 5.13 or Section 5.14, (e) the rights of the
Issuer Trust under the Transaction Agreements, and (f) 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 Trust Agreement.



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



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



     “Underwriting Agreement” means the Underwriting Agreement, dated as of January l, 2006 among
the Issuer Trust, the Depositor, and Wachovia Capital Markets, LLC and Goldman, Sachs & Co., as
representatives of the underwriters named therein.



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     “United States Person” means, for U.S. federal income tax purposes, a citizen or resident of
the United States, a domestic partnership, a domestic corporation, an estate the income of which is
subject to U.S. federal income taxation regardless of its source, and a trust if (i) a court within
the United States is able to exercise primary supervision over the administration of the trust, and
(ii) one or more United States persons have the authority to control all substantial decisions of
the trust.



     “Wachovia Deposit” has the meaning specified in the Stock Purchase Contract Agreement.



     “WITS” means each of the Normal WITS, the Stripped WITS and the Capital WITS.



ARTICLE II




Continuation of the Issuer Trust; Issuance of Trust Preferred
Securities; and Related Matters




     Section 2.1 Name.



     The trust continued hereby shall be known as “Wachovia Capital Trust III,” as such name may be
modified from time to time by the Administrative Trustees following written notice to the Holders
and the other Issuer Trustees, in which name the Administrative Trustees and the other Issuer
Trustees may conduct the business of the Issuer Trust, make and execute contracts and other
instruments on behalf of the Issuer Trust and sue and be sued on behalf of the Issuer Trust.



     Section 2.2 Office of the Delaware Trustee; Principal Place of Business.



     The address of the Delaware Trustee in the State of Delaware is U.S. Bank Trust National
Association, 300 Delaware Avenue, 9th Floor, Wilmington, DE 19801, Attention: Corporate Trust
Services Division, or such other address in the State of Delaware as the Delaware Trustee may
designate by written notice to the Depositor, the Property Trustee and the Administrative Trustees.
The principal executive office of the Issuer Trust is c/o Wachovia Corporation, 301 South College
Street, Charlotte, North Carolina 28288.



     Section 2.3 Initial Contribution of Trust Property; Organizational Expenses.



     The Issuer Trustees acknowledge receipt from the Depositor in connection with the Original
Trust Agreement of the sum of $10, which constituted the initial Trust Property. The Depositor
shall pay organizational expenses of the Issuer Trust as they arise or shall, upon request of any
Issuer Trustee, promptly reimburse such Issuer Trustee for any such expenses paid by such Issuer
Trustee. The Depositor shall not make any claim upon the Trust Property for the payment of such
expenses.



     Section 2.4 Issuance of the Trust Preferred Securities.



     (a) On January l, 2006, the Depositor, on behalf of the Issuer Trust, executed and delivered
the Underwriting Agreement, which action is hereby authorized, approved, ratified and confirmed in
all respects. Contemporaneously with the execution and delivery of this Trust Agreement, an
Administrative Trustee, on behalf of the Issuer Trust, in connection with the execution and
delivery on such date of l Normal WITS to the underwriters named in the Underwriting Agreement,
shall execute in accordance with Section 5.3 and deliver to the Clearing Agency a Normal WITS
Certificate or Certificates that are Book-Entry Trust Preferred Securities Certificates, registered
in the name of the Clearing Agency (or its nominee) representing l Normal WITS, against
payment of $1,000 per Normal WITS or $l in the aggregate, net of the applicable underwriting
discount determined in accordance with the Underwriting



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Agreement, as the purchase price therefor in immediately available funds, which funds such
Administrative Trustee shall promptly deliver to the Property Trustee or its designee.



     (b) On the date on which an Administrative Trustee, on behalf of the Issuer Trust executes and
delivers a Normal WITS Certificate pursuant to Section 2.4(a), such Administrative Trustee shall
also execute in accordance with Section 5.3 and deliver to the Clearing Agency or the Certificate
Custodian two additional Book-Entry Trust Preferred Securities Certificates, one of which shall be
a Capital WITS Certificate and the other of which shall be a Stripped WITS Certificate, each
representing up to a maximum number of Capital WITS or Stripped WITS, as applicable, that is the
same as the number of Normal WITS evidenced by the Certificate contemporaneously issued as a
Book-Entry Trust Preferred Securities Certificate pursuant to Section 2.4(b) and Section 2.4(c).



     (c) In order to give effect to Exchanges, the Securities Registrar may, as provided in Section
5.11, endorse Book-Entry Trust Preferred Securities Certificates to reduce or increase the number
of Normal WITS, Stripped WITS or Capital WITS evidenced by each such Book-Entry Trust Preferred
Securities Certificate, provided that no such endorsement shall result in a Book-Entry Trust
Preferred Securities Certificate evidencing a number of Normal WITS, Stripped WITS or Capital WITS
exceeding the maximum number set forth on the face of such Certificate.



     Section 2.5 Issuance of the Common Securities; Subscription and Purchase of Notes.



     Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative
Trustee, on behalf of the Issuer Trust, shall execute in accordance with Section 5.3 and deliver to
the Depositor a Common Securities Certificate, registered in the name of the Depositor, evidencing
1,000 Common Securities, each having a Liquidation Amount of $1,000 and having an aggregate
Liquidation Amount of $1,000,000, against payment by the Depositor of the purchase price therefor
in immediately available funds, which amount such Administrative Trustee shall promptly deliver to
the Property Trustee or its designee. Contemporaneously therewith, an Administrative Trustee, on
behalf of the Issuer Trust, shall (x) subscribe to and purchase from the Depositor the Notes
registered in the name of the Issuer Trust and having an aggregate initial principal amount equal
to $l,000,000, (y) shall deliver to the Depositor the purchase price therefor (being the sum of the
amounts delivered to the Property Trustee or its designee pursuant to (i) the second sentence of
Section 2.4 and (ii) the first sentence of this Section 2.5), and (z) shall instruct the Depositor
to deliver the Notes to the Collateral Agent for deposit in the Collateral Account.



     Section 2.6 Declaration of Trust.



     The exclusive purposes and functions of the Issuer Trust are (a) to issue and sell Trust
Securities, (b) to use the proceeds from such sale to acquire the Notes, (c) to enter into and
perform its obligations under the Transaction Agreements (including, on the Stock Purchase Date, to
acquire Preferred Stock pursuant to the Stock Purchase Contracts), (d) to hold the Notes and
certain treasury securities and the Wachovia Deposit and pledge them to secure the Issuer Trust’s
obligations under the Stock Purchase Contracts, and (e) to engage in those activities necessary or
incidental thereto. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer
Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer
Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold
the Trust Property upon and subject to the conditions set forth herein for the benefit of the
Issuer Trust and the Holders. 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 Issuer 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, or any of the duties and responsibilities of the Issuer Trustees
generally, set forth



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herein. The Delaware Trustee shall be one of the trustees of the Issuer Trust for the sole
and limited purpose of fulfilling the requirements of Section 3807(a) of the Delaware Statutory
Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the
Delaware Statutory Trust Act.



     Section 2.7 Authorization to Enter into Certain Transactions.



     (a) The Issuer Trustees shall conduct the affairs of the Issuer Trust in accordance with the
terms of this Trust Agreement. Subject to the limitations set forth in Section 2.7(b), and in
accordance with the following clauses (i) and (ii) of this Section 2.7(a), the Issuer Trustees
shall have the authority to enter into all transactions and agreements determined by the Issuer
Trustees to be appropriate in exercising the authority, express or implied, otherwise granted to
the Issuer Trustees under this Trust Agreement, and to perform all acts in furtherance thereof,
including the following:




     (i) As among the Issuer Trustees, the Administrative Trustees, and each of them, shall
have the power and authority to act on behalf of the Issuer Trust with respect to the
following matters:




     (A) execution of the Trust Securities on behalf of the Issuer Trust in
accordance with this Trust Agreement and the issuance and sale of the Trust
Securities;




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




     (C) assisting in the registration of the Trust Preferred Securities under the
Securities Act and under state securities or blue sky laws, and the qualification of
this Trust Agreement under the Trust Indenture Act;




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




     (E) assisting in the sending of notices (other than notices of default) and
other information regarding the Trust Securities, the Notes and the Preferred Stock
to the Holders in accordance with this Trust Agreement;




     (F) appointing a Paying Agent and a Securities Registrar and any successor
Paying Agent or Securities Registrar in accordance with this Trust Agreement to
JPMorgan Chase Bank, National Association, as initial Paying Agent and Securities
Registrar;




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



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     (H) execution and delivery of closing certificates, if any, pursuant to the
Underwriting Agreement and any Remarketing Agreement and application for a taxpayer
identification number for the Issuer Trust;




     (I) unless otherwise required by the Delaware Statutory Trust Act, the Trust
Indenture Act or other applicable law, execution on behalf of the Issuer Trust
(either acting alone or together with any or all of the Administrative Trustees) of
any documents that the Administrative Trustees have the power to execute pursuant to
this Trust Agreement;




     (J) the taking of any action incidental to the foregoing as the Issuer Trustees
may from time to time determine is necessary or advisable to give effect to the
terms of this Trust Agreement; and




     (K) the taking of any action required to be taken by the Administrative
Trustees under any of the Transaction Agreements.




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




     (A) the establishment of the Payment Account;




     (B) the execution and delivery on behalf of the Issuer Trust of the Stock
Purchase Contract Agreement, the Collateral Agreement, the Remarketing Agreement,
and any other Transaction Agreement other than the Underwriting Agreement and the
Certificate Depository Agreement and the performance by the Issuer Trust of its
obligations and the exercise by the Issuer Trust of its rights thereunder;




     (C) the receipt of the Notes and, in connection with an Exchange, Notice of
Contingent Exchange Election or Remarketing, the receipt of Qualifying Treasury
Securities;




     (D) the pledge of Notes and Qualifying Treasury Securities pursuant to the
Collateral Agreement;




     (E) the receipt of the Preferred Stock on the Stock Purchase Date;




     (F) the collection of interest, principal and any other payments or instruments
(including due bills or promissory notes of the Depositor issuable under or with
respect to the Notes) made in respect of the Notes and the holding of such amounts
in the Payment Account;




     (G) the collection of the Contract Payments and any other payments or
instruments (including due bills or promissory notes of the Depositor issuable under
the Stock Purchase Contract Agreement or with respect to the Contract Payments) and
the holding of such amounts in the Payment Account;




     (H) the collection of payment of dividends, redemption price and other payments
made in respect of the Preferred Stock and the holding of such amounts in the
Payment Account;



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     (I) the distribution through the Paying Agent of amounts or property or
instruments (including due bills or promissory notes of the Depositor issuable under
or with respect to the Notes or the Stock Purchase Contracts) distributable to the
Holders in respect of the Trust Securities;




     (J) the exercise of all of the rights, powers and privileges of a holder of the
Notes for so long as the Issuer Trust holds Notes, subject to Articles V and VI of
this Trust Agreement;




     (K) the exercise of all of the rights, powers and privileges of a holder of
Preferred Stock for so long as the Issuer Trust holds Preferred Stock, subject to
Articles V and VI of this Trust Agreement;




     (L) the sending of notices of default and other information regarding the Trust
Securities, the Notes, the Preferred Stock and the Transaction Agreements to the
Holders in accordance with this Trust Agreement;




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




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




     (O) 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 to protect and conserve the Trust
Property for the benefit of the Holders (without consideration of the effect of any
such action on any particular Holder).




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 Issuer Trust (or the Issuer
Trustees acting on behalf of the Issuer Trust) shall not undertake any business, activities or
transactions except as expressly provided herein or contemplated hereby. In particular, the Issuer
Trustees (acting on behalf of the Issuer Trust) 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 Holders, except as expressly provided herein, (iii) take any action that would cause
the Issuer Trust to become taxable as a corporation or classified as a partnership for U.S. federal income tax purposes, (iv) incur any indebtedness for borrowed money or issue any
other debt, (v) take or consent to any action that would result in the placement of a Lien on any
of the Trust Property, except as expressly provided herein, (vi) apply any of the Trust Property or
its proceeds other than as provided herein, (vii) acquire any assets other than the Trust Property,
(viii) possess any power or otherwise act in such a way as to vary the Trust Property, except as
expressly provided herein, (ix) possess any power or otherwise act in such a way as to vary the
terms of the Trust Securities in any way whatsoever (except to the extent expressly authorized in
this Trust Agreement or by the terms of the Trust Securities) or (x) issue any securities or other
evidences of



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beneficial ownership of, or beneficial interest in, the Issuer Trust other than the Trust
Securities. The Property Trustee 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 Issuer Trust or the
Holders in their capacity as Holders (other than the Lien created by the Collateral Agreement,
which is a permitted Lien).



     (c) In connection with the issuance and sale of the Trust Preferred Securities, the Depositor
shall have the right and, if the Depositor shall desire that the actions be taken, the
responsibility to assist the Issuer Trust with respect to, or effect on behalf of the Issuer 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 Issuer Trust with the Commission of and the
execution on behalf of the Issuer Trust of a registration statement on the appropriate form
in relation to the Trust 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 Trust Preferred Securities and the determination of any
and all such acts, other than actions that must be taken by or on behalf of the Issuer
Trust, and the advice to the Issuer Trust of actions they must take on behalf of the Issuer
Trust, and the preparation for execution and filing of any documents to be executed and
filed by the Issuer Trust or on behalf of the Issuer 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 Issuer Trust and execution on behalf of the
Issuer Trust of an application to the New York Stock Exchange or any other national stock
exchange or the Nasdaq National Market or any other automated quotation system for listing
upon notice of issuance of any Trust Preferred Securities and filing with such exchange or
self-regulatory organization such notification and documents as may be necessary from time
to time to maintain such listing;




     (iv) the negotiation of the terms of, and the execution and delivery of, the
Underwriting Agreement providing for the sale of the Trust Preferred Securities; and




     (v) 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 Issuer Trust and to operate the Issuer Trust
so that the Issuer Trust will not be deemed to be an “investment company” required to be registered
under the Investment Company Act, and will not be taxable as a corporation or classified as a
partnership for U.S. 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 they determine in their 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 Outstanding Trust Preferred Securities.
In no event shall the Depositor or the Issuer Trustees be liable to the Issuer Trust or the Holders
for any failure to comply with this Section that results from a change in law or regulation or in
the interpretation thereof.



     Section 2.8 Assets of Issuer Trust.



     The assets of the Issuer Trust shall consist solely of the Trust Property.



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     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 in trust for the
benefit of the Issuer Trust and the Holders in accordance with this Trust Agreement, subject to the
terms and provisions of the Collateral Agreement.



ARTICLE III




Payment Account




     Section 3.1 Payment Account.



     (a) On or prior to the Closing Date, the Property Trustee shall establish or cause to be
established the Payment Account. The Property Trustee and its agents 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 Holders and for
distribution as herein provided, including (and subject to) any priority of payments provided for
herein.



     (b) The Property Trustee shall deposit or cause to be deposited in the Payment Account,
promptly upon receipt, (i) all payments of principal of or interest on, and any other payments or
proceeds with respect to, the Notes, (ii) all Contract Payments, (iii) all Excess Proceeds
Remarketing Amounts, (iv) all Stripped WITS Treasury Roll Over Amounts, (v) all payments of
dividends or redemption price on, and other payments or proceeds with respect to, the Preferred
Stock or the Stock Purchase Contracts. Amounts held in the Payment Account shall not be invested
by the Property Trustee pending distribution thereof, and (vi) all other cash amounts received as
payments on or with respect to the Trust Property.



ARTICLE IV




Distributions; Redemption, Etc.




     Section 4.1 Distributions.



     (a) The Trust Securities represent beneficial interests in the Issuer Trust, and Distributions
will be made on the Trust Securities of a Class on applicable Distribution Dates in amounts that
correspond to amounts of interest, dividends or Contract Payments, as applicable (and (i) in the
case of the Normal WITS, Capital WITS and Common Securities, Additional Amounts and Deferred Note
Interest Amounts, and (ii) in the case of the Normal WITS, Stripped WITS and Common Securities,
Deferred Contract Payment Amounts) that are received by the Property Trustee or the Paying Agent on
or in connection with each applicable Distribution Date on the Trust Property that is the
Corresponding Assets for such Class, as provided in Sections 4.1(b), (c) and (d).



     (b) In the case of the Normal WITS and the Common Securities, subject to Section 4.1(e):




     (i) Distributions will be payable in cash on each Regular Distribution Date;




     (ii) the Distributions payable on each Regular Distribution Date for the related
Distribution Period will be at a rate per annum applied to the Liquidation Amount per Normal
WITS and Common Security equal to the Normal WITS Distribution Rate for such Distribution



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Period (with the consequence that the amount of the Distribution for each $1,000 of
Normal WITS or Common Securities payable on each Regular Distribution Date being equal to
(x) the sum of the amount of interest payable on such Regular Distribution Date on a Like
Amount of Notes (without giving effect to any change in the interest rate on the Notes in
connection with a Remarketing) plus 1/100th of the Contract Payment payable on a Stock
Purchase Contract having a stated amount of $100,000 for each Distribution Period ending on
or before the Stock Purchase Date and (y) the amount of dividends payable on such Regular
Distribution Date on a Like Amount of Preferred Stock for each Distribution Period
thereafter;




     (iii) Distributions shall be cumulative for each Regular Distribution Date to and
including the Stock Purchase Date (because the Corresponding Assets to such date include
Notes or Pledged Securities in a Like Amount) and non-cumulative thereafter (because the
Corresponding Assets thereafter are the Preferred Stock); and




     (iv) the amount of Distributions payable for any Distribution Period ending on or prior
to the Stock Purchase Date shall include the Additional Amounts received by the Issuer
Trust, if any.



     (c) In the case of Capital WITS, subject to Section 4.1(e):




     (i) Distributions will be payable in cash on each Capital WITS Distribution Date;




     (ii) the Distributions payable on each Capital WITS Distribution Date for the related
Distribution Period will be at a rate per annum applied to the Liquidation Amount per
Capital WITS equal to the Capital WITS Distribution Rate for such Distribution Period, with
the consequence that the amount of the Distribution for each $1,000 of Capital WITS payable
on each Capital WITS Distribution Date is equal to the amount of interest payable on or
accrued to (as applicable) such Distribution Date on a Like Amount of Notes;




     (iii) Distributions shall be cumulative; and




     (iv) the amount of Distributions payable for any Distribution Period shall include the
Additional Amounts, if any.



     (d) In the case of Stripped WITS, subject to Section 4.1(e):




     (i) Distributions will be payable in cash on each Regular Distribution Date;




     (ii) the Distributions payable on each Regular Distribution Date for the related
Distribution Period will be at a rate per annum applied to the Liquidation Amount per
Stripped WITS equal to 1/100th of the Contract Payment payable on a Stock Purchase Contract
having a stated amount of $100,000 on such Stripped WITS Distribution Date (expressed as a
percentage);




     (iii) Distributions shall be cumulative; and




     (iv) additionally, on each Additional Distribution Date on which Stripped WITS are
Outstanding (or as promptly thereafter as the Collateral Agent and the Paying Agent
determine to be practicable), the Property Trustee shall distribute or cause to be
distributed through the Paying Agent an amount per $1,000 of Stripped WITS equal to, the
Stripped WITS Treasury Roll-Over Amount for such Additional Distribution Date.



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     (e) Distributions on the Trust Securities of a Class shall be made by the Paying Agent from
the Payment Account and shall be payable on each Distribution Date only to the extent that the
Issuer Trust has funds then on hand and available in the Payment Account from the Corresponding
Assets of such Class for the payment of such Distributions. The Issuer Trust will have amounts to
make full Distributions on the relevant Classes of Trust Securities in accordance with Sections
4.1(b), (c) and (d) on an applicable Distribution Date only if the Depositor has not (i) defaulted
in paying interest on the Notes or Contract Payments on the Stock Purchase Contracts or (ii)
exercised its right to defer payment of interest on the Notes and Contract Payments on the Stock
Purchase Contracts and, accordingly, there is no outstanding Deferred Note Interest Amount or
Deferred Contract Payment Amount. Deferred Note Interest Amounts and Deferred Contract Payment
Amounts will be paid to Holders of the relevant Classes of Trust Securities on a pro rata basis on
the applicable Distribution Dates on which such amounts are received by the Issuer Trust (or as
soon thereafter as the Property Trustee determines to be practicable).



     (f) In the event the Property Trustee or the Paying Agent receives any other cash or non-cash
payments or distributions with respect to Corresponding Assets for any Class of Trust Preferred
Securities (including promissory notes of the Depositor delivered pursuant to (i) Section 2.7(c) of
the Stock Purchase Contract Agreement if there are any Deferred Contract Payment Amounts
outstanding on the Stock Purchase Date or (ii) Section 2.5(b) of the Indenture Supplement if there
are any Deferred Note Interest Amounts outstanding on the Stock Purchase Date), the Property
Trustee shall distribute or cause to be distributed through the Paying Agent such cash amounts to
the Holders of the related Classes of Trust Preferred Securities on a pro rata basis promptly after
receipt and may, in its discretion, distribute non-cash amounts on a pro rata basis (or on a basis
that is as close as possible to a pro rata basis as it determines to be reasonably practicable).



     (g) Distributions in cash on the Trust Securities of a Class with respect to an applicable
Distribution Date shall be payable to the Holders thereof as they appear on the Securities Register
for the Trust Securities at the close of business on the relevant record date for such Distribution
Date, which shall be the last day of the month immediately preceding the month in which the
relevant Distribution Date falls. Distributions payable on any Trust Securities of a Class that
are not punctually paid on an applicable Distribution Date will cease to be payable to the Person
in whose name such Trust Securities are registered on the relevant record date, and such defaulted
Distribution will instead be payable to the Person in whose name such Trust Securities are
registered on the special record date or other specified date for determining Holders entitled to
such defaulted Distributions.



     Section 4.2 Redemption.



     (a) On each Preferred Stock Redemption Date, the Issuer Trust will be required to redeem a
Like Amount of Normal WITS and Common Securities at the Preferred Stock Redemption Price (it being
understood and agreed that, because (i) the Preferred Stock will not become Trust Property until
the Stock Purchase Date, and (ii) on the Stock Purchase Date, subject to Section 4.8, each $1,000
Liquidation Amount of Stripped WITS will automatically become $1,000 Liquidation Amount of Normal
WITS, without any action by or on behalf of Holders being necessary, no redemption of Normal WITS,
Stripped WITS or Common Securities will occur prior to the Stock Purchase Date).



     (b) On each Note Redemption Date, the Issuer Trust will be required to redeem a Like Amount of
Capital WITS at the Note Redemption Price (it being understood and agreed that, because (i) the
Notes by their terms are not redeemable prior to March 15, 2015, (ii) the Issuer Trust is required
to redeem the Capital WITS in kind after the Stock Purchase Date pursuant to Section 4.2(c) if
there is a Successful Remarketing, and (iii) the Depositor has the right to cause the Issuer Trust
to redeem the Capital WITS in kind after the Stock Purchase Date pursuant to Section 4.2 if there
is a Failed Remarketing or if the Stock Purchase Contracts terminate, a redemption of Capital WITS
other than in



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kind pursuant to such Section 4.2(c) will only occur after March 15, 2015 and only if there is
a Failed Remarketing and the Depositor does not exercise its right to cause the Trust to redeem the
Capital WITS in kind).



     (c) If a Successful Remarketing occurs, then promptly after the Remarketing Settlement Date
the Issuer Trust shall redeem the Capital WITS, in whole but not in part, in kind by exchanging for
each Capital WITS a Like Amount of Notes. If a Failed Remarketing occurs but on the Stock Purchase
Date there is no Deferred Note Interest Amount outstanding, then promptly after the Stock Purchase
Date the Issuer Trust shall redeem the Capital WITS, in whole but not in part, in kind by
exchanging for each Capital WITS a Like Amount of Notes. If a Failed Remarketing occurs and there
is a Deferred Note Interest Amount outstanding on the Stock Purchase Date, or if the Stock Purchase
Contracts terminate in accordance with the terms of the Stock Purchase Contract Agreement prior to
a Stock Purchase Date occurring, then the Depositor may instruct the Issuer Trust at any time
thereafter when no Deferred Note Interest Amount is outstanding to redeem the Capital WITS, in
whole but not in part, in kind by exchanging for each Capital WITS a Like Amount of Notes. Any
such redemption will be effected by Book-Entry Transfer of Notes in global form if the Notes then
settle and clear through the Clearing Agency, and if the Notes do not then settle and clear through
the Clearing Agency by delivery of definitive certificates evidencing the Notes to the Holders of
Capital WITS.



     (d) Notice of redemption shall be given by the Property Trustee by first-class mail, postage
prepaid, mailed not less than 30 (or not less than 20 in the case of a redemption in kind pursuant
to Section 4.2(c) after a Successful Remarketing) 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) unless the redemption is a redemption of Capital WITS in kind pursuant to Section
4.2(c), the Redemption Price or if the Redemption Price cannot be calculated prior to the
time the notice is required to be sent, the estimate of the Redemption Price together with a
statement that it is an estimate and that the actual Redemption Price will be calculated on
the third Business Day prior to the Redemption Date (and if an estimate is provided, a
further notice shall be sent of the actual Redemption Price on the date that such Redemption
Price is calculated);




     (iii) the CUSIP number or CUSIP numbers of the Trust Preferred Securities affected;




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




     (v) that 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
accumulate on and after said date, except as provided in Section 4.2(e)(ii) below; and




     (vi) if the Trust Preferred Securities Certificates are not Book-Entry Trust Preferred
Securities Certificates on the Redemption Date, the place or places where the Trust
Preferred Securities Certificates are to be surrendered for the payment of the Redemption
Price.



     (e) In the case of a redemption of Normal WITS and Common Securities pursuant to Section
4.2(a) or Capital WITS pursuant to Section 4.2(b), in each case for payment of a cash Redemption
Price:



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     (i) The Trust Securities redeemed on each Redemption Date shall be redeemed at the
Redemption Price with the proceeds from the contemporaneous redemption of a Like Amount of
Preferred Stock or Notes, as applicable. Redemptions of the Trust Securities shall be made
and the Redemption Price shall be payable on each Redemption Date only to the extent that
the Issuer Trust has funds then on hand and available in the Payment Account from the
Depositor’s redemption of Preferred Stock or Notes, as applicable, for the payment of such
Redemption Price.




     (ii) If the Property Trustee gives a notice of redemption in respect of any Trust
Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption Date,
subject to Section 4.2(c), the Property Trustee will, with respect to Book-Entry Trust
Preferred Securities, irrevocably deposit with the Clearing Agency for such Book-Entry Trust
Preferred Securities, to the extent available therefor, 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 of the Trust Preferred Securities.
With respect to Trust Preferred Securities that are not Book-Entry Trust Preferred
Securities, the Property Trustee, subject to Section 4.2(e)(i), will irrevocably deposit
with the Paying Agent, to the extent available therefor, 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 of the Trust Preferred Securities upon
surrender of their Trust 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
Securities 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 Holders holding Trust Securities
so called for redemption will cease, except the right of such Holders to receive the
Redemption Price and any Distribution payable in respect of the Trust Securities on or prior
to the Redemption Date, but without interest, and such Trust Securities will cease to be
outstanding. 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 Issuer Trust or by the Depositor pursuant to the Guarantee Agreement, Distributions on
such Trust Securities will continue to accumulate, as set forth in Section 4.1, from the
Redemption Date originally established by the Issuer 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.




     (iii) Subject to Section 4.3(a), if less than all the Outstanding Normal WITS and
Common Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation
Amount of Normal WITS and Common Securities to be redeemed shall be allocated pro rata to
the Common Securities and the Normal WITS being redeemed based upon the relative Liquidation
Amounts of such classes. The particular Normal WITS to be redeemed shall be selected on a
pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior
to the Redemption Date by the Property Trustee from the Outstanding Normal WITS not
previously called for redemption by any method the Property Trustee deems fair and
appropriate, provided that so long as the Normal WITS are in book-entry form, such selection
shall be made in accordance with the customary procedures for the Clearing Agency for the
Normal WITS. The Property Trustee shall promptly notify the Securities Registrar in writing
of the Normal WITS selected for redemption and, in the case of any Normal WITS 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 Normal WITS shall relate, in the case of any Normal WITS redeemed or to be
redeemed only in part, to the portion of the aggregate Liquidation Amount of Normal WITS
that has been or is to be redeemed.



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     (iv) If less than all the Outstanding Capital WITS are to be redeemed on a Redemption
Date, then the particular Capital WITS to be redeemed shall be selected on a pro rata basis
based upon their respective Liquidation Amounts not more than 60 days prior to the
Redemption Date by the Property Trustee from the Outstanding Capital WITS not previously
called for redemption by any method the Property Trustee deems fair and appropriate,
provided that so long as the Capital WITS are in book-entry form, such selection shall be
made in accordance with the customary procedures for the Clearing Agency for the Capital
WITS. The Property Trustee shall promptly notify the Securities Registrar in writing of the
Capital WITS selected for redemption and, in the case of any Capital WITS 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 Capital WITS shall relate, in the case of any Capital WITS redeemed or to be
redeemed only in part, to the portion of the aggregate Liquidation Amount of Capital WITS
that has been or is to be redeemed.



     Section 4.3 Subordination of Common Securities.



     (a) If on any Distribution Date the Paying Agent lacks funds available from payments of
interest, dividends or Contract Payments (as applicable) to make full Distributions then due on all
of the outstanding Trust Securities in accordance with Section 4.1 (other than because of the
Depositor’s proper exercise of its right to (i) defer payment of Contract Payments, resulting in
Deferred Contract Payment Amounts, or (ii) defer payment of interest on the Notes, resulting in
Deferred Note Interest Amounts), then:




     (i) if the deficiency in funds results from the Depositor’s failure to make a full
payment of interest on the Notes on an interest payment date for the Notes, then the
available funds from the Depositor’s payment of interest on the Notes shall be applied first
to make the Distributions then due on the Normal WITS and the Capital WITS on a pro rata
basis on such Distribution Date up to the amount of such Distributions corresponding to
interest payments on the Notes (or, if less, the amount of the corresponding Distributions
that would have been made on the Normal WITS and Capital WITS had the Depositor made a full
payment of interest on the Notes) before any such amount is applied to make a Distribution
on Common Securities on such Distribution Date;




     (ii) if the deficiency in funds results from the Depositor’s failure to make a full
payment of Contract Payments on the Stock Purchase Contracts on a payment date for Contract
Payments, then the available funds from the Depositor’s payment of Contract Payments shall
be applied first to make Distributions then due on the Normal WITS and the Stripped WITS on
a pro rata basis on such Distribution Date up to the amount of such Distributions
corresponding to the Contract Payments on the Stock Purchase Contracts (or, if less, the
amount of the corresponding Distributions that would have been made on the Normal WITS and
the Stripped WITS had the Depositor made a full payment of Contract Payments on the Stock
Purchase Contracts) before any such amount is applied to make a Distribution on Common
Securities on such Distribution Date; and




     (iii) if the deficiency in funds results from the Depositor’s failure to pay a full
dividend on shares of Preferred Stock on a dividend payment date for the Preferred Stock,
then the available funds from the Depositor’s payment of dividends on the Preferred Stock
shall be applied first to make Distributions then due on the Normal WITS on a pro rata basis
on such Distribution Date up to the amount of such Distributions corresponding to dividends
on the Preferred Stock (or, if less, the amount of the corresponding Distributions that
would have been made on the Normal WITS had the Depositor paid a full dividend on the
Preferred Stock) before



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any such amount is applied to make a Distribution on Common Securities on such
Distribution Date.



     (b) If on any Redemption Date for a redemption pursuant to Section 4.2(a) the Paying Agent
lacks funds available from the Depositor’s redemption of shares of Preferred Stock to pay the full
Redemption Price then due on all of the outstanding Trust Securities to be redeemed in accordance
with Section 4.2, then (i) the available funds shall be applied first to pay the Redemption Price
on the Trust Preferred Securities to be redeemed on such Redemption Date and (ii) Common Securities
shall be redeemed only to the extent funds are available for such purpose after the payment of the
full Redemption Price on the Trust Preferred Securities to be redeemed, as aforesaid.



     (c) If an Early Dissolution Event occurs, no Liquidation Distributions shall be made on the
Common Securities until full Liquidation Distributions have been made on each Class of Trust
Preferred Securities in accordance with Section 9.4(d).



     (d) In the case of the occurrence of any Event of Default resulting from any Note Event of
Default or Preferred Stock Default, the Holders of the Common Securities shall have no 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 Trust Preferred Securities have been cured, waived or
otherwise eliminated. Until all such Events of Default under this Trust Agreement with respect to
the Trust Preferred Securities have been so cured, waived or otherwise eliminated, the Property
Trustee shall act solely on behalf of the Holders of the Trust Preferred Securities and not on
behalf of the Holders of the Common Securities, and only the Holders of the Trust Preferred
Securities will have the right to direct the Property Trustee to act on their behalf.



     Section 4.4 Payment Procedures.



     Payments of cash Distributions (including any Additional Amounts) in respect of the Trust
Preferred Securities shall, subject to the next succeeding sentence, 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 Trust Preferred Securities are held by a Clearing Agency, such Distributions shall be made
to the Clearing Agency by wire transfer of immediately available funds. A Holder of $1,000,000 or
more in aggregate Liquidation Amount of Trust Preferred Securities may receive payments of cash
Distributions (including any Additional Amounts) by wire transfer of immediately available funds
upon written request to the Property Trustee not later than the 15th calendar day,
whether or not a Business Day, before the relevant Distribution Date. Payments in respect of the
Common Securities shall be made in such manner as shall be mutually agreed between the Property
Trustee, the Paying Agent and the Holders of the Common Securities.



     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 U.S. federal, state and local tax and information returns and
reports required to be filed by or in respect of the Issuer Trust. In this regard, the
Administrative Trustees shall (a) prepare and file (or cause to be prepared and filed) all Internal
Revenue Service forms required to be filed in respect of the Issuer Trust in each taxable year of
the Issuer Trust, and (b) prepare and furnish (or cause to be prepared and furnished) to each
Holder all Internal Revenue Service forms required to be provided by the Issuer Trust. 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 Issuer Trustees shall
comply with U.S. federal withholding and backup withholding tax laws and information
reporting requirements with respect to any payments to Holders under the Trust Securities.



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     Section 4.6 Payment of Expenses of the Issuer Trust.



     The Depositor shall pay to the Issuer Trust, and reimburse the Issuer Trust for, the full
amount of any costs, expenses or liabilities of the Issuer Trust (other than obligations of the
Issuer Trust to pay the Holders of any Trust Preferred Securities or other similar interests in the
Issuer Trust the amounts due such Holders pursuant to the terms of the Trust Preferred Securities
or such other similar interests, as the case may be), including, without limitation, any taxes,
duties or other governmental charges of whatever nature (other than withholding taxes) imposed on
the Issuer Trust by the United States or any other taxing authority. Such payment obligation
includes any such costs, expenses or liabilities of the Issuer Trust that are required by
applicable law to be satisfied in connection with a dissolution of the Issuer Trust.



     Section 4.7 Payments under Indenture or Pursuant to Direct Actions.



     Any amount payable hereunder to any Holder of Trust Preferred Securities (or any Owner with
respect thereto) shall be reduced by the amount of any corresponding payment such Holder (or Owner)
has directly received pursuant to Section 5.8 of the Base Indenture, Section 3.1 of the Stock
Purchase Contract Agreement or Section 5.16 of this Trust Agreement.



     Section 4.8 Combination of Stripped WITS and Normal WITS after Stock Purchase Date.



     If either (x) there has been a Successful Remarketing or (y) there has been a Failed
Remarketing but on the Stock Purchase Date there is no Deferred Note Interest Amount outstanding
(but in the case of each of clause (x) and (y) only if the Stock Purchase Contract Agreement is
fully performed on the Stock Purchase Date), at the Securities Registrar’s opening of business on
the Business Day next succeeding the Stock Purchase Date each Stripped WITS with its $1,000
Liquidation Amount shall automatically be and become a Normal WITS with a $1,000 Liquidation
Amount, and each Stripped WITS Certificate (whether or not a Book-Entry Trust Preferred Securities
Certificate) shall be deemed to represent a number of Normal WITS equal to the number of Stripped
WITS represented by such Stripped WITS Certificate immediately prior to the Securities Registrar’s
opening of business on such date. If there has been a Failed Remarketing and on the Stock Purchase
Date there is a Deferred Note Interest Amount outstanding, then Stripped WITS will continue to
remain outstanding after the Stock Purchase Date until the first date on which no Deferred Note
Interest Amount is outstanding (including because any notes delivered pursuant to Section 2.5(c) of
the Indenture Supplement have been fully paid) and, on the Business Day after all Deferred Note
Interest Amounts have been fully paid, each Stripped WITS with its $1,000 Liquidation Amount shall
automatically be and become a Normal WITS with a $1,000 Liquidation Amount, and each Stripped WITS
Certificate (whether or not a Book-Entry Trust Preferred Securities Certificate) shall be deemed to
represent a number of Normal WITS equal to the number of Stripped WITS represented by such Stripped
WITS Certificate immediately prior to the Securities Registrar’s opening of business on such date.
On or after such date determined pursuant to either of the two preceding sentences, (a) upon
surrender by a Holder of a Stripped WITS Certificate to the Securities Registrar, an Administrative
Trustee shall execute and deliver to the Securities Registrar (who shall then deliver to such
Holder) a Normal WITS Certificate representing the appropriate number of Normal WITS, and the
Securities Registrar shall enter such Holder as appropriate in the Securities Register for the
Normal WITS, and (b) as to Normal WITS and Stripped WITS represented by Book-Entry Preferred
Securities, the Depositor, the Administrative Trustees, the Property Trustee, the Securities
Registrar and the Paying Agent shall cooperate in an effort to cause the Stripped WITS to become
Normal WITS in accordance with the rules and procedures of the applicable Clearing Agency
(including, in the case of DTC if it is the Clearing Agency, adjustment if necessary or appropriate
through DTC’s Deposit/Withdrawal at Custodian DWAC system).



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ARTICLE V




Trust Securities Certificates




     Section 5.1 Initial Ownership.



     Upon the formation of the Issuer 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 Issuer Trust.



     Section 5.2 The Trust Securities Certificates.



     The Trust Preferred Securities Certificates shall be issued in minimum denominations of one
Trust Preferred Security and integral multiples thereof (corresponding to $1,000 Liquidation Amount
and integral multiples of $1,000 in excess thereof), and the Common Securities Certificates shall
be issued in minimum denominations of one Common Security and integral multiples thereof
(corresponding to $1,000 Liquidation Amount and integral multiples thereof). Trust Preferred
Securities Certificates and Common Securities Certificates shall not be issued in denominations
representing fractions of a Trust Preferred Security or Common Security, as applicable. The Trust
Securities Certificates shall be executed on behalf of the Issuer 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, Administrative
Trustees 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 Administrative
Trustees 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 Holder, and shall be entitled to the rights and subject to the
obligations of a Holder hereunder, upon due registration of such Trust Securities Certificate in
such transferee’s name pursuant to Section 5.4, 5.11 or 5.13.



     Section 5.3 Execution and Delivery of Trust Securities Certificates.



     At the Time of Delivery, an Administrative Trustee shall cause Trust Securities Certificates
representing the number of Trust Securities of the applicable Class provided in Sections 2.4 and
2.5 to be executed on behalf of the Issuer Trust and delivered to or upon the written order of the
Depositor, such written order executed by one Authorized Officer thereof, without further corporate
action by the Depositor, in authorized denominations.



     Section 5.4 Registration of Transfer and Exchange of Trust Preferred Securities Certificates.



     The Administrative Trustees 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 Trust Preferred Securities Certificates (the
“Securities Register”) in which the Securities Registrar, subject to such reasonable regulations as
it may prescribe, shall provide for the registration of Trust 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 Trust Preferred Securities
Certificates as herein provided. The provisions of Sections 8.1 (other than (c), (d), (e)(i),
(e)(iii), (e)(iv) and (e)(vii) thereof), 8.3 (other than (g) and (j) thereof) and 8.6 shall apply
to the Securities Registrar in the same manner that by their terms they apply to the Property
Trustee, mutatis mutandis, as modified by the terms of the letter agreement, dated January l, 2006
(the “Agent Agreement”), by and among the Depositor, the Administrative Trustees, the Securities
Registrar and the Paying Agent, which is hereby incorporated herein by reference and made a part
hereof, and



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subject to the rights, privileges and immunities of the Securities Registrar under the
Collateral Agreement. The Administrative Trustees shall take such action as shall be necessary to
ensure that at all times there is a Securities Registrar and that, through the Stock Purchase Date,
the same commercial bank is both Securities Registrar and Collateral Agent. By executing this
Trust Agreement, the Administrative Trustees appoint JPMorgan Chase Bank, National Association, as
the initial Securities Registrar. Subject to the second preceding sentence, the Administrative
Trustees may dismiss the Securities Registrar and appoint a commercial bank or trust company to act
as successor Securities Registrar. Any Person acting as Securities Registrar shall be permitted to
resign as Securities Registrar upon 30 days’ written notice to the Administrative Trustees and the
Property Trustee.



     Upon surrender for registration of transfer of any Trust Preferred Securities Certificate at
the office or agency maintained pursuant to Section 5.8, the Administrative Trustees or any one of
them shall execute on behalf of the Issuer Trust and deliver, in the name of the designated
transferee or transferees, one or more new Trust Preferred Securities Certificates in authorized
denominations of a like aggregate Liquidation Amount dated the date of execution by such
Administrative Trustee or Trustees. At the option of a Holder, Trust Preferred Securities
Certificates may be exchanged for other Trust Preferred Securities Certificates in authorized
denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the
Trust Preferred Securities Certificates to be exchanged at the office or agency maintained pursuant
to Section 5.8. Neither the Trust nor the Securities Registrar shall be required, pursuant to the
provisions of this Section 5.4, (a) to register the transfer of or exchange any Trust Preferred
Security during a period beginning at the opening of business 15 days before the day of selection
for redemption of Trust Preferred Securities and ending at the close of business on the day of
mailing of notice of redemption or (b) to transfer or exchange any Trust Preferred Security so
selected for redemption in whole or in part, except, in the case of any Trust Preferred Security to
be redeemed in part, any portion thereof not to be redeemed.



     Every Trust 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 Trust Preferred Securities Certificate surrendered for
registration of transfer or exchange shall be canceled and subsequently disposed of by an
Administrative Trustee or the Securities Registrar in accordance with such Person’s customary
practice.



     No service charge shall be made for any registration of transfer or exchange of Trust
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 Trust Preferred Securities Certificates.



     Section 5.5 Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates.



     If (a) 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 (b) 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 protected purchaser, the Administrative
Trustees, or any one of them, on behalf of the Issuer 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 5.5, 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 imposed in connection therewith.



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Any duplicate Trust Securities Certificate issued pursuant to this Section shall constitute
conclusive evidence of an undivided beneficial interest in the assets of the Issuer Trust
corresponding to that evidenced by the lost, stolen or destroyed Trust Securities Certificate, 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 Holders.



     The Issuer Trustees and the Securities Registrar shall each 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 none of the Issuer Trustees, the Administrative Trustees and the Securities
Registrar shall be bound by any notice to the contrary.



     Section 5.7 List of Holders’ Names and Addresses.



     Each of the Depositor and any one of the Administrative Trustees will furnish or cause to be
furnished to the Property Trustee:




     (i) monthly, quarterly or semi-annually, as the case may be, not more than 15 days
after each regular record date in each year, a list, in such form as the Property Trustee
may reasonably require, of the names and addresses of the Holders of Trust Securities as of
such regular record date, and




     (ii) at such other times as the Property Trustee may request in writing, within 30 days
after the receipt by the Depositor and the Administrative Trustees of any such request, a
list of similar form and content as of a date not more than 15 days prior to the time such
list is furnished,


excluding from any such list names and addresses received by the Property Trustee in its
capacity as Securities Registrar.




     The Property Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to the Property Trustee
as provided in this Section 5.7 and the names and addresses of Holders received by the Property
Trustee in its capacity as Securities Registrar. The Property Trustee may destroy any list
furnished to it as provided in Section 5.7 upon receipt of a new list so furnished.



     The rights of Holders to communicate with other Holders with respect to their rights under
this Trust Agreement or under the Trust Securities, and the corresponding rights and privileges of
the Property Trustee, shall be as provided in the Trust Indenture Act.



     Each Holder and each Owner shall be deemed to have agreed not to hold the Depositor, the
Property Trustee, the Delaware Trustee, the Administrative Trustees or the Securities Registrar
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 Agency.



     The Administrative Trustees shall designate an office or offices or agency or agencies where
Trust Preferred Securities Certificates may be surrendered for registration of transfer or exchange
and for payment, and where notices and demands to or upon the Issuer Trustees in respect of this
Trust Agreement and the Trust Securities Certificates may be served. The Administrative Trustees
initially



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designate JPMorgan Chase Bank, National Association, 4 New York Plaza, Floor 15, New York, New
York 10004, Attention: Worldwide Securities Services, as their office and agency for such purposes
of surrendering for registration of transfer or exchange and for payment, and designates the
Corporate Trust Office of the Property Trustee as their office or agency and the Property Trustee
as their agent for the purposes of serving such notices and demands. An Administrative Trustee
shall give prompt written notice to the Depositor, the Property Trustees and to the Holders 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 Holders 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 solely for
the purpose of making the Distributions referred to above. The Administrative Trustees may revoke
such power and remove the Paying Agent in their sole discretion. The Paying Agent shall initially
be JPMorgan Chase Bank, National Association. Any Person acting as Paying Agent shall be permitted
to resign as Paying Agent upon 30 days’ written notice to the Administrative Trustees and the
Property Trustee. If JPMorgan Chase Bank, National Association 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 (which shall be a bank or trust company) that is reasonably
acceptable to the Property Trustee and the Depositor to act as Paying Agent. Such successor Paying
Agent or any additional Paying Agent shall execute and deliver to the Issuer Trustees an instrument
in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer
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 Holders in trust for the benefit of the Holders
entitled thereto until such sums shall be paid to such Holders. 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
(other than (c), (d), (e)(i), (e)(iii), (e)(iv) and (e)(vii) thereof), 8.3 (other than (g) and (j)
thereof) and 8.6 shall apply also to the Paying Agent for so long as it shall act as Paying Agent
and, to the extent applicable, to any other paying agent appointed hereunder, in the same manner
that by their terms they apply to the Property Trustee, mutatis mutandis, as modified by the terms
of the Agent Agreement. Any reference in this 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; Common Securities Certificate.



     (a) At the Time of Delivery, the Depositor shall acquire 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 8.01 of the Indenture, any attempted transfer of the Common Securities other
than to a direct or indirect subsidiary of the Depositor shall be void. The Administrative
Trustees shall cause each Common Securities Certificate issued to the Depositor to contain a legend
consistent with this Section 5.10.



     (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.



     Section 5.11 Book-Entry Trust Preferred Securities Certificates.



     (a) Except where Definitive Trust Preferred Securities Certificates have been issued to Owners
pursuant to Section 5.15:



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     (i) the provisions of this Section 5.11(a) shall apply and be in full force and effect;




     (ii) the Securities Registrar, the Paying Agent and the Issuer Trustees shall be
entitled to deal with the Clearing Agency, or its nominee, for all purposes of this Trust
Agreement relating to the Book-Entry Trust Preferred Securities Certificates (including the
payment of the Liquidation Amount of and Distributions on the Trust Preferred Securities
evidenced by Book-Entry Trust Preferred Securities Certificates and the giving of
instructions or directions to Owners of Trust Preferred Securities evidenced by Book-Entry
Trust Preferred Securities Certificates) as the sole Holder of Trust Preferred Securities
evidenced by Book-Entry Trust Preferred Securities Certificates and shall have no
obligations to the Owners thereof, and neither any Clearing Agency Participants nor any
other Persons on whose behalf Clearing Agency Participants may act shall have any rights
under this Trust Agreement with respect to any Book-Entry Trust Preferred Securities
Certificates registered in the name of the Clearing Agency or any nominee thereof or
otherwise;




     (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 Trust 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 Trust Preferred Securities Certificates are issued pursuant to Section
5.14, the initial Clearing Agency will make book-entry transfers among the Clearing Agency
Participants and receive and transmit payments on the Trust Preferred Securities to such
Clearing Agency Participants. Notwithstanding the foregoing, (x) the Holder of a Book-Entry
Trust Preferred Securities Certificate may grant proxies and otherwise authorize any Person,
including the Clearing Agency Participants and other Persons that are Owners, to take any
action that a Holder of Trust Preferred Securities of the relevant Class is entitled to take
under this Trust Agreement or the Trust Preferred Securities of the relevant Class, and (y)
nothing herein shall prevent the Securities Registrar or the Issuer Trustees from giving
effect to any written certification, proxy or other authorization furnished by the Clearing
Agency or shall impair, as between the Clearing Agency and the Clearing Agency participants,
the operation of customary practices governing the exercise of the rights of an Owner of any
Trust Preferred Security.



     (b) Any Book-Entry Trust Preferred Securities Certificate shall represent such number of the
Outstanding Trust Preferred Securities of the applicable Class as shall be specified therein and
may provide that it shall represent the aggregate number of Outstanding Trust Preferred Securities
of the applicable Class from time to time endorsed thereon and that the aggregate number of
Outstanding Trust Preferred Securities of the applicable Class represented thereby may from time to
time be reduced or increased, as appropriate, to reflect transfers, redemptions or exchanges
(including the Exchanges pursuant to Section 5.13). Any endorsement of a Book-Entry Trust
Preferred Securities Certificate to reflect the number, or any increase or decrease in the number,
of Outstanding Trust Preferred Securities of the applicable Class represented thereby shall be made
by the Securities Registrar (i) in such a manner and upon instructions given by such Person or
Persons as shall be specified in such Trust Preferred Securities of the applicable Class or in a
Depositor order to be delivered to the Securities Registrar pursuant to Section 5.3 or (ii)
otherwise in accordance with written instructions or such other written form or instructions as is
customary for the Clearing Agency for such Trust Preferred Securities, from such Clearing Agency or
its nominee on behalf of any Person having a beneficial interest in such Book-Entry Trust Preferred
Securities Certificate. Subject to the provisions of Section 5.4, the Securities Registrar shall
deliver and redeliver any Book-Entry Trust Preferred Securities Certificate in the manner and upon



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instructions given by the Person or Persons specified in such Book-Entry Trust Preferred
Securities Certificate or in the applicable Depositor order (and an Administrative Trustee shall
execute such Book-Entry Trust Preferred Securities Certificate as shall be necessary in order to
give effect to the foregoing).



     (c) Any Book-Entry Trust Preferred Securities Certificate may be deposited with the Clearing
Agency or its nominee, or may remain in the custody of the Certificate Custodian.



     (d) Notwithstanding Section 5.4, transfers of a Book-Entry Trust Preferred Securities
Certificate shall be limited to transfers in whole, but not in part, to the Clearing Agency, its
successors or their respective nominees. Interests of Owners in a Book-Entry Trust Preferred
Securities Certificate may be transferred in accordance with the rules and procedures of the
Clearing Agency. Definitive Trust Preferred Securities Certificates shall be transferred to Owners
in exchange for their beneficial interests in a Book-Entry Trust Preferred Securities Certificate
if, and only if, either (1) the Clearing Agency notifies the Depositor and the Securities Registrar
that it is unwilling or unable to continue as Clearing Agency for the Book-Entry Trust Preferred
Securities or if at any time the Clearing Agency ceases to be a Clearing Agency registered under
the Exchange Act and, in either case, a successor Clearing Agency is not appointed by the Depositor
within 90 days of such notice, (2) an Event of Default has occurred and is continuing and the
Securities Registrar has received a request from the Clearing Agency to issue Definitive Trust
Preferred Securities Certificates of each Class in lieu of all or a portion of the Book-Entry Trust
Preferred Securities (in which case an Administrative Trustee shall execute and deliver Definitive
Trust Preferred Securities Certificates within 30 days of such request), or (3) the Depositor
determines not to have the Trust Preferred Securities represented by the Book-Entry Trust Preferred
Securities Certificates.



     (e) In connection with any transfer of a portion of the beneficial interests in a Book-Entry
Trust Preferred Securities Certificate to Owners pursuant to this Section 5.11, the Securities
Registrar shall reflect on its books and records the date and a decrease in the number of
Book-Entry Trust Preferred Securities of the applicable Class in an amount equal to the number of
such Trust Preferred Securities of the applicable Class to be transferred, and an Administrative
Trustee shall execute and deliver one or more Definitive Trust Preferred Securities Certificates of
the same Class representing the appropriate number of Trust Preferred Securities of such Class.



     (f) In connection with the transfer of all the beneficial interests in a Book-Entry Trust
Preferred Securities Certificate to Owners pursuant to this Section 5.11, the Book-Entry Trust
Preferred Securities Certificates shall be deemed to be surrendered to the Securities Registrar for
cancellation, and an Administrative Trustee shall execute and deliver to each Owner identified by
the Clearing Agency in exchange for its beneficial interest in the Book-Entry Trust Preferred
Securities Certificate being cancelled, a Definitive Trust Preferred Security Certificate
representing an equal number of Trust Preferred Securities of the applicable Class.



     (g) None of the Issuer Trustees, the Securities Registrar, the Paying Agent or the Depositor
will have any responsibility or liability for any acts or omissions of any Clearing Agency with
respect to any Book-Entry Trust Preferred Securities, or any aspect of the records relating to, or
payments made on account of, Trust Preferred Securities by the Clearing Agency, or for maintaining,
supervising or reviewing any records of the Clearing Agency relating to the Trust Preferred
Securities, or for any transactions between or among a Clearing Agency and a Clearing Agency
Participant and/or an Owner of a beneficial interest in any Book-Entry Trust Preferred Securities
for transfers of beneficial interests in any Book-Entry Trust Preferred Securities. None of the
Issuer Trustees, the Securities Registrar, the Paying Agent or the Depositor shall be liable for
any delay by the Clearing Agency in identifying Owners, and each such Person may conclusively rely
on, and shall be protected in relying on, instructions



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from the Clearing Agency for all purposes (including with respect to the registration and
delivery, in the respective amounts, of Definitive Trust Preferred Securities Certificates to be
issued).



     Section 5.12 Notices to Clearing Agency.



     To the extent that a notice or other communication to the Holders is required under this Trust
Agreement, for so long as Trust Preferred Securities are represented by Book-Entry Trust Preferred
Securities Certificates, the Administrative Trustees shall give all such notices and communications
specified herein to be given to the Clearing Agency, and shall have no obligations to the Owners.



     Section 5.13 Exchanges.



     (a) This Section 5.13 provides for the procedures pursuant to which Holders:




     (i) of Normal WITS may exchange Normal WITS and Qualifying Treasury Securities for
Stripped WITS and Capital WITS; and




     (ii) of Stripped WITS and Capital WITS may exchange Stripped WITS and Capital WITS for
Normal WITS and Pledged Treasury Securities


(each, an “Exchange”, and the terms “Exchanged”, “Exchanging” and “Exchanges” having correlative
meanings). All deposits, deliveries or transfers by a Holder pursuant to this Section 5.13 of
Normal WITS, Capital WITS and treasury securities (including Qualifying Treasury Securities) shall
be made by Book-Entry Transfer unless the recipient of such deposit, delivery or transfer expressly
agrees otherwise in writing.




     (b) Subject to the conditions set forth in this Trust Agreement, during any Exchange Period a
Holder of Normal WITS may effect an Exchange of Normal WITS and Qualifying Treasury Securities
having a principal amount equal to the Liquidation Amount of such Normal WITS for Stripped WITS and
Capital WITS, each having a Liquidation Amount equal to the Liquidation Amount of such Normal WITS,
by:




     (i) depositing with the Collateral Agent the treasury security that is the Qualifying
Treasury Security on the date of deposit, in the principal amount of $1,000 for each Normal
WITS being Exchanged;




     (ii) transferring the Normal WITS being Exchanged to the Securities Registrar; and




     (iii) delivering to the Collateral Agent and the Securities Registrar, together with
the deposit of Qualifying Treasury Securities deposited pursuant to clause (i) and the
transfer of Normal WITS pursuant to clause (ii), a duly executed and completed “Stripping
Notice and Request” in the form printed on the reverse side of the form of Normal WITS
Certificate (x) stating that the Holder is depositing the appropriate Qualifying Treasury
Securities with the Collateral Agent for deposit in the Collateral Account, (y) stating that
the Holder is transferring the related Normal WITS to the Securities Registrar in connection
with an Exchange of such Normal WITS and Qualifying Treasury Securities for a Like Amount of
Stripped WITS and Capital WITS, and (z) requesting the delivery to the Holder of such
Stripped WITS and Capital WITS.



     (c) Upon the deposit and transfer pursuant to Section 5.13(b) and receipt of the notice and
request referred to in Section 5.13(b)(iii):



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     (i) the Collateral Agent will release Pledged Notes of a Like Amount from the Pledge,
transfer such Pledged Notes to the Custody Account free and clear of the Depositor’s
security interest therein, and confirm to the Property Trustee in writing that such release
and transfer has occurred;




     (ii) the Collateral Agent shall continue to hold such Notes in the Custody Account as
Custodial Agent for the Issuer Trust in connection with Capital WITS for which such Notes
are Corresponding Assets; and




     (iii) the Securities Registrar, pursuant to the procedures provided for in Section 5.11
dealing with increasing and decreasing the number of Trust Preferred Securities evidenced by
Book-Entry Trust Preferred Securities Certificates, shall cancel the number of Normal WITS
transferred pursuant to Section 5.13(b)(ii) and deliver a Like Amount of Stripped WITS and
Capital WITS to the Holder, all by making appropriate notations on the Book-Entry Trust
Preferred Securities Certificates of the appropriate Class.



     (d) Subject to the conditions set forth in this Trust Agreement, during any Exchange Period a
Holder of Stripped WITS and Capital WITS may effect an Exchange of Stripped WITS and Capital WITS
for Normal WITS and Pledged Treasury Securities having a principal amount equal to the Liquidation
Amount of each of the Stripped WITS and Capital WITS being Exchanged, by:




     (i) transferring the Stripped WITS and the Capital WITS being Exchanged to the
Securities Registrar; and




     (ii) delivering to the Securities Registrar, together with the transfer of Stripped
WITS and Capital WITS pursuant to clause (i), and concurrently delivering to the Collateral
Agent a duly executed and completed “Recombination Notice and Request” in the form printed
on the reverse side of the form of Capital WITS Certificate and Stripped WITS Certificate,
(x) stating that the Holder is transferring the related Stripped WITS and Capital WITS to
the Securities Registrar in connection with the Exchange of such Stripped WITS and Capital
WITS for a Like Amount of each of Normal WITS and Pledged Treasury Securities, (y)
requesting the Collateral Agent to release from the Pledge and deliver to the Holder Pledged
Treasury Securities in a principal amount equal to the Liquidation Amount of each of the
Stripped WITS and Capital WITS being exchanged, and (z) requesting the Securities Registrar
to deliver to the Holder Normal WITS of a Like Amount.



     (e) Upon the transfer pursuant to Section 5.13(d) and receipt of the notice and request
referred to in Section 5.13(d):




     (i) the Collateral Agent will release Pledged Treasury Securities of a Like Amount from
the Pledge and deliver such formerly Pledged Treasury Securities to the Holder free and
clear of the Depositor’s security interest therein, and confirm in writing to the Property
Trustee and the Administrative Trustees that such release and transfer has occurred;




     (ii) the Collateral Agent will transfer a Like Amount of Notes from the Custody Account
to the Collateral Account, re-subjecting such Notes to the Pledge; and




     (iii) the Securities Registrar, pursuant to the procedures provided for in Section 5.11
dealing with increasing and decreasing the number of Trust Preferred Securities evidenced by
Book-Entry Trust Preferred Securities Certificates, shall cancel the number of Stripped WITS
and Capital WITS delivered pursuant to Section 5.11(d) and deliver a Like Amount of Normal
WITS



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to the Holder, all by making appropriate notations on the Book-Entry Trust Preferred
Securities Certificates of the appropriate Class.



     Section 5.14 Remarketing Elections.



     (a) This Section 5.14 provides for the procedures pursuant to which a Holder:




     (i) of Normal WITS may elect (a “Contingent Exchange Election”) to cause the Pledged
Notes that are Corresponding Assets for such Holder’s Normal WITS not to be offered in a
Remarketing, with the consequence that such Holder will receive in exchange Stripped WITS
and Capital WITS in a Like Amount if the Remarketing is Successful; and




     (ii) of Capital WITS may elect (a “Contingent Disposition Election”) to cause the Notes
that are Corresponding Assets for such Holder’s Capital WITS to be offered in the
Remarketing, with the consequence that such Holder will receive the cash proceeds, net of
the allocable portion of the Remarketing Agent’s fee, of the Remarketing of such Notes.



     (b) Upon written instruction of the Depositor, the Property Trustee shall give appropriate
instructions to the Collateral Agent and the Remarketing Agent in accordance with the Remarketing
Agreement to offer for sale in each Remarketing, and if the Remarketing is Successful sell as part
of such Remarketing, a principal amount of Notes equal to 100% of the principal amount of Notes
included in the Trust Property minus the sum of (i) the Liquidation Amount of Normal WITS as to
which a Contingent Exchange Election has been made and (ii) the Liquidation Amount of Capital WITS
other than Capital WITS as to which a Contingent Disposition Election has been made.



     (c) All deposits, deliveries or transfers by a Holder pursuant to this Section 5.14 of Normal
WITS, Capital WITS and treasury securities (including Qualifying Treasury Securities) shall be made
by Book-Entry Transfer unless the recipient of such deposit, delivery or transfer expressly agrees
otherwise in writing.



     (d) Subject to the conditions set forth in this Trust Agreement, a Holder of Normal WITS may
make a Contingent Exchange Election by:




     (i) during the period that commences with the Collateral Agent’s and the Securities
Registrar’s opening of normal business hours on the tenth Business Day immediately preceding
a Remarketing Date and ending at 3:00 P.M., New York City time, on the second Business Day
immediately preceding such Remarketing Date, transferring the Normal WITS that are the
subject of such Contingent Exchange Election to the Securities Registrar, accompanied by a
duly executed and completed “Notice of Contingent Exchange Election” in the form printed on
the reverse side of the form of Normal WITS Certificate; and




     (ii) by not later than 3:00 P.M., New York City time, on the second Business Day
immediately preceding the Remarketing Date, depositing with the Collateral Agent, the
treasury security that is the Qualifying Treasury Security on the date of deposit, in the
amount of $1,000 for each Normal WITS that is subject to the Contingent Exchange Election.



     (e) If a Holder has made an effective Contingent Exchange Election in accordance with the
foregoing provisions:




     (i) if the related Remarketing is Successful:



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     (x) the Collateral Agent will release Pledged Notes of a Like Amount from the
Pledge, transfer such Notes to the Custody Account free and clear of the Depositor’s
security interest therein, deposit in the Collateral Account as Pledged Treasury
Securities the Qualifying Treasury Securities deposited with the Collateral Agent
pursuant to Section 5.14(d)(ii) and confirm to the Property Trustee and the
Administrative Trustees in writing that such release of transfers has occurred;




     (y) the Collateral Agent shall continue to hold such Notes in the Custody
Account as Custodial Agent for the Issuer Trust in connection with Capital WITS for
which such Notes are Corresponding Assets; and




     (z) the Securities Registrar, pursuant to the procedures provided for in
Section 5.11 dealing with increasing and decreasing the number of Trust Preferred
Securities evidenced by Book-Entry Trust Preferred Securities Certificates, shall
cancel the number of Normal WITS transferred pursuant to Section 5.14(d)(i) and
deliver a Like Amount of Capital WITS and Stripped WITS to the Holder, all by making
appropriate notations on the Book-Entry Trust Preferred Securities Certificates of
the appropriate Class; and




     (ii) if the related Remarketing is not Successful:




     (x) promptly after the Remarketing, the Collateral Agent will deliver back to
such Holder the Qualifying Treasury Securities delivered by such Holder to the
Collateral Agent pursuant to the Section 5.14(d)(ii); and




     (y) the Securities Registrar will disregard the delivery by such Holder of
Normal WITS pursuant to Section 5.14(d)(i), with the consequence that such Holder
shall be deemed continued to hold such Normal WITS.



     (f) Subject to the conditions set forth in this Trust Agreement, a Holder of Capital WITS may
make a Contingent Disposition Election by, during the period that commences with the Securities
Registrar’s opening of normal business hours on the tenth Business Day immediately preceding a
Remarketing Date and ending at 3:00 P.M., New York City time, on the second Business Day
immediately preceding such Remarketing Date, transferring the Capital WITS that are the subject of
such Contingent Disposition Election to the Securities Registrar, accompanied by a duly completed
“Notice of Contingent Disposition Election” in the form printed on the reverse side of the form of
Capital WITS Certificate.



     (g) If a Holder has made an effective Contingent Disposition Election in accordance with the
foregoing provisions:




     (i) if the related Remarketing is Successful:




     (x) the Securities Registrar, pursuant to the procedures provided for in
Section 5.11 dealing with increasing and decreasing the number of Trust Preferred
Securities evidenced by Book-Entry Trust Preferred Securities Certificates, shall
cancel the number of Capital WITS transferred pursuant to Section 5.14(f); and




     (y) on or promptly after the Remarketing Settlement Date, the Collateral Agent
will pay to the Property Trustee or its designee, and the Property Trustee through
the Paying Agent will pay to such Holder, an amount in cash for each Capital WITS



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subject to such Contingent Disposition Election equal to the proceeds of sale
of $1,000 principal amount of Notes, net of a pro rata portion of the Remarketing
Agent’s fee, in the Remarketing; and




     (ii) if the Remarketing is not Successful, the Securities Registrar will disregard the
delivery by such Holder of Capital WITS pursuant to Section 5.14(f), with the consequence
that such Holder shall continue to hold such Capital WITS.



     Section 5.15 Definitive Trust Preferred Securities Certificates.



     The Trust Preferred Securities Certificates issued at the Time of Delivery shall be issued as
Book-Entry Trust Preferred Securities Certificates in accordance with Section 2.4. Additionally,
if (a) the Depositor advises the Issuer Trustees in writing that the Clearing Agency (i) has
notified the Depositor that it is unwilling or unable to continue as Clearing Agency for such Trust
Preferred Securities Certificates and no successor Clearing Agency has been appointed within 90
days of this notice or (ii) has ceased to be a clearing agency registered under the Exchange Act at
a time when the Clearing Agency is required to be so registered to act as a depositary and no
successor Clearing Agency has been appointed within 90 days after the Depositor has learned that
the Clearing Agency has ceased to be so registered, (b) a Note Event of Default or a Preferred
Stock Event of Default has occurred and is continuing or (c) the Depositor at its option advises
the Issuer Trustees in writing that it elects to terminate the book-entry system through the
Clearing Agency, Owners of Trust Preferred Securities Certificates representing beneficial
interests aggregating at least a Majority in Liquidation Amount of the Trust Preferred Securities
of all Classes, considered together as a single Class, advise the Administrative Trustees in
writing that the continuation of a book-entry system through the Clearing Agency is no longer in
the best interest of the Owners of Trust Preferred Securities Certificates, then the Administrative
Trustees shall notify the other Issuer Trustees and the Clearing Agency, and the Clearing Agency,
in accordance with its customary rules and procedures, shall notify all Clearing Agency
Participants for whom it holds Trust Preferred Securities of the occurrence of any such event and
of the availability of the Definitive Trust Preferred Securities Certificates to Owners of such
class or classes, as applicable, requesting the same. Upon surrender to the Administrative
Trustees of the typewritten Trust Preferred Securities Certificate or Certificates representing the
Book-Entry Trust Preferred Securities Certificates by the Clearing Agency, accompanied by
registration instructions, the Administrative Trustees, or any one of them, shall execute the
Definitive Trust Preferred Securities Certificates in accordance with the instructions of the
Clearing Agency. Neither the Securities Registrar nor the Issuer 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. Upon the issuance of Definitive Trust Preferred Securities
Certificates, the Issuer Trustees shall recognize the Holders of the Definitive Trust Preferred
Securities Certificates as holders of Trust Securities. The Definitive Trust Preferred Securities
Certificates shall be typewritten, printed, lithographed or engraved or may be produced in any
other manner as is reasonably acceptable to the Administrative Trustees that meets the requirements
of any stock exchange or automated quotation system on which the Trust Preferred Securities are
then listed or approved for trading, as evidenced by the execution thereof by the Administrative
Trustees or any one of them.



     Section 5.16 Rights of Holders; Waivers of Past Defaults.



     (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 Holders shall not have any right or
title therein other than the beneficial interest in the Issuer 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 Issuer 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 Preferred Securities shall have no preemptive or



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similar rights and when issued and delivered to Holders against payment of the purchase price
therefor will be fully paid and nonassessable beneficial interests in the Issuer 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 Trust Preferred Securities of the Affected Classes remain Outstanding,
if, upon a Note Event of Default, the Note Trustee fails or the holders of not less than 25% in
principal amount of the outstanding Notes fail to declare the principal of all of the Notes to be
immediately due and payable, the Property Trustee or the Holders of at least 25% in Liquidation
Amount of the Trust Preferred Securities of the Affected Classes then Outstanding, considered
together as a single Class, shall have the right to make such declaration by a notice in writing to
the Depositor, the Note Trustee and the Property Trustee, in the case of notice by the Holders of
the Trust Preferred Securities of the Affected Classes, or to the Depositor, the Note Trustee and
the Holders of the Trust Preferred Securities of the Affected Classes, in the case of notice by the
Property Trustee, and upon any such declaration such principal amount of and the accrued interest
on all of the Notes shall become immediately due and payable as provided in the Indenture, provided
that the payment of principal and interest on such Notes shall remain subordinated to the extent
provided in the Indenture.



     At any time after a declaration of acceleration with respect to the Notes has been made and
before a judgment or decree for payment of the money due has been obtained by the Note Trustee as
in the Indenture provided, the Holders of at least a Majority in Liquidation Amount of the Trust
Preferred Securities of the Affected Classes, considered together as a single Class, by written
notice to the Property Trustee, the Depositor and the Note Trustee, may rescind and annul such
declaration and its consequences if:



(i) the Depositor has paid or deposited with the Note Trustee a sum sufficient to pay




     (A) all overdue installments of interest on all of the Notes,




     (B) any accrued Additional Interest (as defined in the Indenture) on all of the
Notes,




     (C) the principal of (and premium, if any, on) any Notes that have become due
otherwise than by such declaration of acceleration and interest and Additional
Interest (as defined in the Indenture) thereon at the rate borne by the Notes, and




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




     (ii) all Events of Default with respect to the Notes, other than the non payment of the
principal of the Notes that has become due solely by such acceleration, have been cured or
waived as provided in Section 5.13 of the Indenture.



     The Holders of at least a Majority in Liquidation Amount of the Trust Preferred Securities of
the Affected Classes, considered together as a single Class, may, on behalf of the Holders of all
the Trust Preferred Securities of the Affected Classes, 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
sum sufficient to pay all matured installments of interest and principal due otherwise than by
acceleration has been deposited with the Note Trustee) or a default in respect of a covenant or
provision that under the Indenture cannot be



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modified or amended without the consent of the holder of each outstanding Note. 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 any part of the Trust Preferred Securities of the
Affected Classes a record date shall be established for determining Holders of Outstanding Trust
Preferred Securities of the Affected Classes 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 that 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 that has been canceled pursuant to the proviso to the
preceding sentence, in which event a new record date shall be established pursuant to the
provisions of this Section 5.16(b).



     (c) For so long as any Trust Preferred Securities of the Affected Classes remain Outstanding,
to the fullest extent permitted by law and subject to the terms of this Trust Agreement and the
Indenture, upon a Note Event of Default specified in Section 5.01(1) or 5.01(2) of the Indenture,
any Holder of Trust Preferred Securities of the Affected Classes shall have the right to institute
a proceeding directly against the Depositor, pursuant to Section 5.08 of the Indenture, for
enforcement of payment to such Holder of any amounts payable in respect of a Like Amount of Notes
(a “Direct Action”). Except as set forth in Section 5.16(b) and this Section 5.16(c), the Holders
of Trust Preferred Securities of the Affected Classes shall have no right to exercise directly any
right or remedy available to the holders of, or in respect of, the Notes.



     (d) For so long as any Trust Preferred Securities of the Affected Classes remain Outstanding,
to the fullest extent permitted by law and subject to the terms of this Trust Agreement and the
Stock Purchase Contract Agreement, if the Depositor fails to pay when due any Contract Payments
under the Stock Purchase Contract Agreement (after giving effect to the Depositor’s deferral right
under Section 2.7 of the Stock Purchase Contract Agreement), any Holder of Trust Preferred
Securities of the Affected Classes shall have the right to institute a proceeding directly against
the Depositor, pursuant to Section 3.1 of the Stock Purchase Contract Agreement, for enforcement of
payment to such Holder of any amounts payable in respect of a Like Amount of Stock Purchase
Contracts (also a “Direct Action”). Except as set forth in this Section 5.16(d), the Holders of
Trust Preferred Securities of the Affected Classes shall have no right to exercise directly any
right or remedy under the Stock Purchase Contract Agreement available to the Issuer Trust (acting
through the Property Trustee) as a party thereto.



     (e) Except as otherwise provided in Sections 5.16(a), (b), (c) and (d), the Holders of at
least a Majority in Liquidation Amount of the Trust Preferred Securities may, on behalf of the
Holders of all the Trust Preferred Securities, waive any past default or Event of Default and its
consequences. Upon such waiver, any such default or Event of Default shall cease to exist, and any
default or Event of Default arising there from shall be deemed to have been cured, for every
purpose of this Trust Agreement, but no such waiver shall extend to any subsequent or other default
or Event of Default or impair any right consequent thereon.



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     Section 5.17 CUSIP Numbers.



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



     Section 5.18 Remarketing Procedures.



     (a) The Depositor will give notice to the Property Trustee of a Remarketing at least 28 days
prior to the related Remarketing Date. Upon written instruction of the Depositor, the Property
Trustee will give holders of Normal WITS and Capital WITS, and will request that the Clearing
Agency give to its participants holding Normal WITS or Capital WITS, notice of a Remarketing at
least 21 days prior to the related Remarketing Date. Such notices will set forth:




     (i) for interest periods for the Notes commencing on or after the Remarketing
Settlement Date, the applicable interest payment dates and related record dates;




     (ii) any change in the stated maturity date of the Notes and, if applicable, the date
on and after which the Depositor will have the right to redeem the Notes (which is subject
to Section 3.2 of the Indenture Supplement);




     (iii) whether in connection with an Early Remarketing that is not the first scheduled
Remarketing, the Depositor’s obligations under the Notes will remain subordinated to Senior
Debt (as defined in the Indenture) after the Remarketing Settlement Date;




     (iv) any other changes in the terms of the Notes notified by the Depositor in
connection with such Remarketing pursuant to Section 3.2 of the Indenture Supplement
(including on a Final Remarketing that is a Failed Remarketing, any change in the Stated
Maturity Date (as defined in the Indenture) and, if applicable, the date on or after which
the Trust will have the right to redeem the Notes (which is subject to Section 3.2 of the
Indenture Supplement));




     (v) the procedures a Holder of Normal WITS must follow to elect to exchange its Normal
WITS for Stripped WITS and Capital WITS if the Remarketing is Successful, and the date by
which such election must be made; and




     (vi) the procedures a Holder of Capital WITS must follow to elect to dispose of its
Capital WITS in connection with a Remarketing and the date by which such election must be
made.



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ARTICLE VI




Acts of Holders; Meetings; Voting




     Section 6.1 Limitations on Voting Rights.



     (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise
required by law, no Holder of Trust Preferred Securities shall have any right to vote or in any
manner otherwise control the administration, operation and management of the Issuer 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 Holders from time to
time as partners or members of an association.



     (b) So long as any Notes are held by the Property Trustee on behalf of the Issuer Trust, the
Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for
any remedy available to the Note Trustee, or execute any trust or power conferred on the Note
Trustee with respect to the Notes, (ii) waive any past default that may be waived under Section
5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the
principal of all the Notes shall be due and payable, or (iv) consent to any amendment, modification
or termination of the Indenture or the Notes, where such consent shall be required by the Holders
of the Notes pursuant to the terms of the Indenture, without, in each case, obtaining the prior
approval of the Holders of at least a Majority in Liquidation Amount of the Normal WITS and the
Capital WITS then Outstanding, considered together as a single Class; provided, however, that where
a consent under the Indenture would require the consent of each holder of Notes affected thereby,
no such consent shall be given by the Property Trustee without the prior written consent of each
Holder of Normal WITS and Capital WITS. The Property Trustee shall not revoke any action
previously authorized or approved by a vote of the Holders of the Normal WITS and the Capital WITS,
except by a subsequent vote of the Holders of the Normal WITS and the Capital WITS. The Property
Trustee shall notify all Holders of the Normal WITS and the Capital WITS of any notice of default
received with respect to the Notes. In addition to obtaining the foregoing approvals of the
Holders of the Normal WITS and the Capital WITS, prior to taking any of the foregoing actions, the
Issuer Trustees shall, at the expense of the Depositor, obtain a written opinion of Cadwalader,
Wickersham & Taft LLP or other nationally recognized counsel experienced in such matters to the
effect that such action shall not cause the Issuer Trust to be classified as an association or a
publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.



     (c) For so long as any Stock Purchase Contracts are outstanding, the Issuer Trustees may
consent to any amendment to or modification of the Stock Purchase Contract Agreement or the
Collateral Agreement, without having obtained the prior approval of the Holders of any Trust
Preferred Securities to such amendment or modification, for the purposes of (i) evidencing the
succession of another person to the Issuer Trust’s or the Property Trustee’s obligations
thereunder, (ii) adding to the covenants therein for the benefit of the Issuer Trust or the
Property Trustee or to surrender any of the Depositor’s rights or powers thereunder, (iii)
evidencing and providing for the acceptance of appointment of a successor Collateral Agent,
Custodial Agent or Securities Intermediary under the Collateral Agreement, (iv) curing any
ambiguity, or correcting or supplementing any provisions that may be inconsistent, (v) conforming
the terms of the Stock Purchase Contract Agreement or the Collateral Agreement, to the descriptions
thereof in the Prospectus, or (vi) making any other provisions with respect to such matters or
questions, provided that such action pursuant to this clause (vi) shall not adversely affect the
interest of the Holders of Trust Preferred Securities of any Class in any material respect. The
Issuer Trustees may, with the consent of the Holders of not less than a Majority in Liquidation
Amount of the Normal WITS and Stripped WITS then Outstanding, considered together as a single
Class, agree to any other amendment to or modification of the Stock Purchase Contract Agreement or
the Collateral Agreement, except that,



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without obtaining the prior written consent of each Holder of Normal WITS and Capital WITS
then Outstanding, the Issuer Trustees may not agree to any amendment or modification that would (A)
change any payment dates for Contract Payments, (B) change the amount or type of Pledged Notes or
Pledged Treasury Securities required to be pledged under the Collateral Agreement, impair the right
of the Property Trustee (on behalf of the Issuer Trust) to receive distributions on Pledged Notes
or Pledged Treasury Securities or otherwise adversely affect the Issuer Trust’s rights in or to the
Pledged Notes or Pledged Treasury Securities, (C) change the place or currency or reduce any
Contract Payments, (D) impair the Property Trustee’s right (or any Holder’s right pursuant to
Section 5.16(d)) to institute suit for the enforcement of the Stock Purchase Contracts or payment
of any Contract Payments, or (E) reduce the number of shares of Preferred Stock purchasable under
the Stock Purchase Contracts, increase the price to purchase Preferred Stock upon settlement of the
Stock Purchase Contracts, change the Stock Purchase Date or otherwise adversely affect the Issuer
Trust’s rights under the Stock Purchase Contracts.



     (d) So long as any shares of Preferred Stock are held by the Property Trustee on behalf of the
Issuer Trust, the Issuer Trustees shall not waive any Preferred Stock Default without obtaining the
prior approval of the Holders of at least a Majority in Liquidation Amount of the Normal WITS and
the Stripped WITS then Outstanding, considered together as a single Class. Additionally, in
addition to and notwithstanding the foregoing, the Issuer Trustees shall not consent to any
amendment to the Articles of Amendment or the Depositor’s Articles of Incorporation that would
change the dates on which dividends are payable on the Preferred Stock or the amount of such
dividends, without the prior written consent of each Holder of Normal WITS and Stripped WITS. In
addition to obtaining the foregoing approvals of the Holders of Normal WITS and Stripped WITS,
prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of a
Depositor, obtain a written opinion of Cadwalader, Wickersham & Taft LLP or other nationally
recognized counsel experienced in such matters to the effect that such action shall not cause the
Issuer Trust to be classified as an association or a publicly traded partnership taxable as a
corporation for U.S. federal income tax purposes.



     (e) If any proposed amendment to or modification of the Trust Agreement, the Stock Purchase
Contract Agreement or the Collateral Agreement provides for, or the Issuer Trustees otherwise
propose to effect, any action that would adversely affect in any material respect the powers,
preferences or special rights of the Trust Preferred Securities of any Class in a manner that is
different from the manner in which it would affect the Trust Preferred Securities of other Classes,
whether by way of amendment to or modification of the Trust Agreement, the Stock Purchase Contract
Agreement or the Collateral Agreement or otherwise, then the Holders of the Outstanding Trust
Preferred Securities of such 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 Trust Preferred Securities of such Class.



     (f) No amendment to or modification of any Transaction Document that adversely affects the
rights, duties or immunities of the Securities Registrar, the Paying Agent, the Collateral Agent,
the Securities Intermediary or the Custodial Agent shall be effective as against any such affected
party without its consent.



     Section 6.2 Notice of Meetings.



     Notice of all meetings of the Holders of the Trust Preferred Securities of any one or more
Classes, stating the time, place and purpose of the meeting, shall be given by the Property Trustee
pursuant to Section 12.8 to each Holder of Trust Preferred Securities of each Class entitled to
attend such meeting, at such Holder’s 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.



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     Section 6.3 Meetings of Holders of the Trust Preferred Securities.



     No annual meeting of Holders is required to be held. However, the Property Trustee or the
Administrative Trustees shall call a meeting of the Holders of the Trust Preferred Securities of a
Class to vote on any matter upon the written request of the Holders of at least 25% in aggregate
Liquidation Amount of the Outstanding Trust Preferred Securities of such Class; the Property
Trustee or the Administrative Trustees shall call a meeting of the Holders of the Trust Preferred
Securities of all Classes to vote on any matter upon the written request of the Holders of at least
25% in aggregate Liquidation Amount of the Outstanding Trust Preferred Securities of all Classes,
considered together; and the Administrative Trustees or the Property Trustee may, at any time in
their discretion, call a meeting of the Holders of the Trust Preferred Securities of any Class or
Classes to vote on any matters as to which such Holders are entitled to vote.



     The Holders of at least a Majority in Liquidation Amount of the Trust Preferred Securities of
the Class or Classes (as applicable) entitled to attend a meeting, present in person or by proxy,
shall constitute a quorum at any meeting of the Holders of the Trust Preferred Securities.



     If a quorum is present at a meeting, an affirmative vote by the Holders present, in person or
by proxy, holding Trust Preferred Securities representing at least a Majority in Liquidation Amount
of the Trust Preferred Securities of the Class or Classes (as applicable) entitled to attend such
meeting held by the Holders present, either in person or by proxy, at such meeting shall constitute
the action of the Holders of the Trust Preferred Securities of the Class or Classes (as applicable)
invited to attend such meeting, unless this Trust Agreement requires a greater number of
affirmative votes.



     Section 6.4 Voting Rights.



     Holders shall be entitled to one vote for each $1,000 of Liquidation Amount represented by
their Outstanding Trust Securities in respect of any matter as to which such Holders are entitled
to vote.



     Section 6.5 All Votes Must Be Made by a United States Person.



     Voting and consensual rights available to or in favor of Holders or Owners under this Trust
Agreement may be exercised only by a United States Person that is a beneficial owner of a Trust
Security or by a United States Person acting as irrevocable agent with discretionary powers for the
beneficial owner of a Trust Security that is not a United States Person. Holders that are not
United States Persons must irrevocably appoint a United States Person with discretionary powers to
act as their agent with respect to such voting and consensual rights.



     Section 6.6 Proxies, Etc.



     At any meeting of Holders, any Holder 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
Property Trustee, or with such other officer or agent of the Issuer Trust as the Property Trustee
may direct, for verification prior to the time at which such vote shall be taken. Only Holders 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 Holder 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.



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     Section 6.7 Holder Action by Written Consent.



     Any action that may be taken by Holders at a meeting may be taken without a meeting and
without prior notice if Holders holding at least a Majority in Liquidation Amount of all Trust
Preferred Securities entitled to vote in respect of such action (or such larger proportion thereof
as shall be required by any other provision of this Trust Agreement) shall consent to the action in
writing.



     Section 6.8 Record Date for Voting and Other Purposes.



     For the purposes of determining the Holders 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 Holders 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 Holders
of record for such purposes. The Administrative Trustees shall cause a notice of any such date
fixed in respect of any such distribution to be forwarded to each Paying Agent.



     Section 6.9 Acts of Holders.



     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 Holders may be embodied
in and evidenced by one or more instruments of substantially similar tenor signed by such Holders
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 the
Property Trustee and the Administrative Trustees. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the
Holders 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 Issuer Trustees, if made in the manner provided
in this Section.



     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
execution of any such instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner that any Issuer Trustee receiving the same deems sufficient.



     The ownership of Trust Securities shall be proved by the Securities Register.



     Any request, demand, authorization, direction, notice, consent, waiver or other Act of the
Holder of any Trust Security shall bind every future Holder of the same Trust Security and the
Holder 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
Issuer Trustees, or the Issuer Trust in reliance thereon, whether or not notation of such action is
made upon such Trust Security.



     Without limiting the foregoing, a Holder 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



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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.



     If any dispute shall arise between the Holders and the Issuer Trustees or among the Holders or
the Issuer Trustees with respect to the authenticity, validity or binding nature of any request,
demand, authorization, direction, consent, waiver or other Act of such Holder or Issuer Trustee
under this Article VI, then the determination of such matter by the Property Trustee shall be
conclusive with respect to such matter.



     Section 6.10 Inspection of Records.



     Upon reasonable notice to the Administrative Trustees and the Property Trustee, the records of
the Issuer Trust shall be open to inspection by Holders during normal business hours for any
purpose reasonably related to such Holder’s interest as a Holder.



ARTICLE VII




Representations and Warranties




     Section 7.1 Representations and Warranties of the Property Trustee and the Delaware Trustee.



     The Property Trustee and the Delaware Trustee, each severally on behalf of and as to itself,
hereby represents and warrants for the benefit of the Depositor and the Holders that:




     (a) the Property Trustee is a national banking association, duly organized and validly
existing under the laws of the United States;




     (b) the Property Trustee 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) the Delaware Trustee is a national banking association, duly organized and validly
existing under the laws of the United States;




     (d) the Delaware Trustee 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;




     (e) this Trust Agreement has been duly authorized, executed and delivered by the
Property Trustee and the Delaware Trustee and constitutes the valid and legally binding
agreement of each of the Property Trustee and the Delaware Trustee enforceable against each
of them 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;




     (f) the execution, delivery and performance of this Trust Agreement have been duly
authorized by all necessary corporate or other action on the part of the Property Trustee
and the Delaware Trustee and do not require any approval of stockholders of the Property
Trustee and the



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Delaware Trustee and such execution, delivery and performance will not (i) violate the
charter or by-laws of the Property Trustee or the Delaware Trustee, (ii) violate any
provision of, or constitute, with or without notice or lapse of time, 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 Property Trustee or the Delaware Trustee is a
party or by which it is bound, or (iii) violate any Federal law, Federal governmental rule
or Federal regulation, governing the banking or trust powers of the Property Trustee or the
Delaware Trustee (as appropriate in context) or any order, judgment or decree applicable to
the Property Trustee or the Delaware Trustee;




     (g) neither the authorization, execution or delivery by the Property Trustee or the
Delaware Trustee of this Trust Agreement nor the consummation of any of the transactions by
the Property Trustee or the Delaware Trustee (as the case may be) contemplated herein
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, trust or general powers of the Property Trustee
or the Delaware Trustee (as appropriate in context), other than the filing of the
Certificate of Trust with the Delaware Secretary of State; and




     (h) there are no proceedings pending or, to the best of each of the Property Trustee’s
and the Delaware Trustee’s knowledge, threatened against or affecting the Property Trustee
or the Delaware Trustee in any court or before any governmental authority, agency or
arbitration board or tribunal that, individually or in the aggregate, would materially and
adversely affect the Issuer Trust or would question the right, power and authority of the
Property Trustee or the Delaware Trustee, as the case may be, to enter into or perform its
obligations as one of the Issuer Trustees under this Trust Agreement.



     Section 7.2 Representations and Warranties of Depositor.



     The Depositor hereby represents and warrants for the benefit of the Holders that:




     (a) the Trust Securities Certificates issued at the Time of Delivery on behalf of the
Issuer Trust have been duly authorized and will have been duly and validly executed, issued
and delivered by the Issuer Trustees pursuant to the terms and provisions of, and in
accordance with the requirements of, this Trust Agreement, and the Holders will be, as of
such date, entitled to the benefits of this Trust Agreement; and




     (b) there are no taxes, fees or other governmental charges payable by the Issuer Trust
(or the Issuer Trustees on behalf of the Issuer Trust) under the laws of the State of
Delaware or any political subdivision thereof in connection with the execution, delivery and
performance by any Issuer Trustee of this Trust Agreement.



ARTICLE VIII




The Issuer Trustees




     Section 8.1 Certain Duties and Responsibilities.



     (a) The duties and responsibilities of the Issuer Trustees shall be as provided by this Trust
Agreement, subject to Section 12.10. Notwithstanding the foregoing, no provision of this Trust



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Agreement shall require any of the Issuer Trustees to expend or risk its or their own funds or
otherwise incur any financial liability in the performance of any of its or their duties hereunder,
or in the exercise of any of its or their rights or powers, if it or they shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it. 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 Issuer Trustees shall be subject to the provisions of this Section 8.1.
To the extent that, at law or in equity, an Issuer Trustee has duties and liabilities relating to
the Issuer Trust or to the Holders, such Issuer Trustee shall not be liable to the Issuer Trust or
to any Holder for such Issuer Trustee’s good faith reliance on the provisions of this Trust
Agreement. Except as otherwise required by the Trust Indenture Act and the Commission’s rules
thereunder applicable to indentures qualified under such Act, the provisions of this Trust
Agreement, to the extent that they restrict the duties and liabilities of the Issuer Trustees
otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such
other duties and liabilities of the Issuer 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
Holder, 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 Issuer Trustees are not personally liable to such Holder 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 Issuer Trustees expressly set
forth elsewhere in this Trust Agreement or, in the case of the Property Trustee, in the Trust
Indenture Act.



     (c) If an Event of Default has occurred and is continuing, the Property Trustee shall enforce
this Trust Agreement and the Transaction Agreements for the benefit of the Holders.



     (d) The Property Trustee, before the occurrence of any Event of Default and after the curing
of all Events of Default that may have occurred, shall undertake to perform only such duties as are
specifically set forth in this Trust Agreement (including pursuant to Section 12.10), and no
implied covenants shall be read into this Trust Agreement against the Property Trustee. If an
Event of Default has occurred (that has not been cured or waived pursuant to Section 5.14), the
Property Trustee shall exercise such of the rights and powers vested in it by this Trust Agreement,
and use the same degree of care and skill in its exercise thereof, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own affairs.



     (e) 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) prior to the occurrence of any Event of Default and after the curing or waiving of
all such Events of Default that may have occurred:




     (A) the duties and obligations of the Property Trustee shall be determined
solely by the express provisions of this Trust Agreement (including pursuant to
Section 12.10), and the Property Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set forth in this
Trust Agreement (including pursuant to Section 12.10); and



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     (B) in the absence of bad faith on the part of the Property Trustee, the
Property Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or opinions
furnished to the Property Trustee and conforming to the requirements of this Trust
Agreement; but in the case of any such certificates or opinions that by any
provision hereof or of the Trust Indenture Act are specifically required to be
furnished to the Property Trustee, the Property Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirements of
this Trust Agreement;




     (ii) 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;




     (iii) 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
at least a Majority in Liquidation Amount of the Trust Preferred Securities of all Affected
Classes considered together as a single Class, 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;




     (iv) the Property Trustee’s sole duty with respect to the custody, safekeeping and
physical preservation of the Notes 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;




     (v) 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;




     (vi) the Property Trustee shall not be responsible for monitoring the compliance by the
Administrative Trustees, the Depositor, the Collateral Agent, the Securities Registrar, the
Custodial Agent, the Paying Agent, the Remarketing Agent or any other Person, with their
respective duties under this Trust Agreement or any Transaction Document, nor shall the
Property Trustee be liable for the default or misconduct of any other Issuer Trustee, the
Administrative Trustees, the Depositor, the Collateral Agent, the Securities Registrar, the
Custodial Agent, the Paying Agent, the Remarketing Agent or any other Person; and




     (vii) subject to Section 8.1(c), no provision of this Trust Agreement shall require the
Property Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of its rights or
powers, if the Property Trustee shall have reasonable grounds for believing that the
repayment of such funds or liability is not reasonably assured to it under the terms of this
Trust Agreement or adequate indemnity against such risk or liability is not reasonably
assured to it.



     (f) The Administrative Trustees shall not be responsible for monitoring the compliance by the
other Issuer Trustees or the Depositor with their respective duties under this Trust Agreement, nor
shall either Administrative Trustee be liable for the default or misconduct of any other Issuer
Trustee or the Depositor.



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     Section 8.2 Certain Notices.



     Within thirty days after the occurrence of any Event of Default actually known to the Property
Trustee or the Administrative Trustees, the Property Trustee or the Administrative Trustees shall
transmit, in the manner and to the extent provided in Section 12.8, notice of such Event of Default
to the Holders of each Affected Class, unless such Event of Default shall have been cured or
waived.



     For so long as Notes are included within the Trust Property, within five Business Days after
the receipt of notice of the Depositor’s exercise of its right to defer the payment of interest on
the Notes pursuant to the Indenture, the Property Trustee or the Administrative Trustees shall
transmit, in the manner and to the extent provided in Section 12.8, notice of such exercise to the
Holders of the Normal WITS and the Capital WITS, unless such exercise shall have been revoked.



     If during any calendar year any original issue discount shall have accrued on the Notes, the
Depositor shall file with each Paying Agent (including the Trustee if it is a Paying Agent)
promptly at the end of such calendar year (i) a written notice specifying the amount of original
issue discount (including daily rates and accrual periods) accrued on outstanding Notes as of the
end of such year and (ii) such other specific information relating to such original issue discount
as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time.



     For so long as Stock Purchase Contracts are included within the Trust Property, within five
Business Days after the receipt of notice of the Depositor’s exercise of its right to defer
Contract Payments, the Property Trustee or the Administrative Trustees shall transmit, in the
manner and to the extent provided in Section 12.8, notice of such exercise to the Holders of the
Normal WITS and the Stripped WITS, unless such exercise shall have been revoked.



     For so long as shares of Preferred Stock are included within the Trust Property, within five
Business Days after the receipt of notice of the Depositor’s determination not to pay dividends on
a dividend payment date, the Property Trustee shall transmit, in the manner and to the extent
provided in Section 12.8, notice of such decision to the Holders of the Normal WITS and Stripped
WITS, unless such notice shall have been revoked.



     The Property Trustee shall not be deemed to have knowledge of any Event of Default unless the
Property Trustee shall have received written notice or a Responsible Officer of the Property
Trustee charged with the administration of this Trust Agreement shall have obtained actual
knowledge of such Event of Default.



     Section 8.3 Certain Rights of Property Trustee.



     Subject to the provisions of Section 8.1:




     (a) the Property Trustee may 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) if (i) in performing its duties under this Trust Agreement the Property Trustee is
required to decide between alternative courses of action, (ii) in construing any of the
provisions of this Trust Agreement the Property Trustee finds the same ambiguous or
inconsistent with any



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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 Holders of the Trust Preferred Securities are entitled to vote under the terms of
this Trust Agreement, the Property Trustee shall deliver a notice to the Depositor
requesting the Depositor’s opinion as to the course of action to be taken; provided,
however, that if the Depositor fails to deliver such opinion, the Property Trustee may take
such action, or refrain from taking such action, as the Property Trustee shall deem
advisable and in the interests of the Holders, 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 contemplated by this Trust Agreement shall be
sufficiently evidenced by an Officers’ Certificate;




     (d) any direction or act of an Administrative Trustee contemplated by this Trust
Agreement shall be sufficiently evidenced by a certificate executed by such Administrative
Trustee and setting forth such direction or act;




     (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 re-registration
thereof;




     (f) the Property Trustee may consult with counsel of its own selection (which counsel
may be counsel to the Depositor or any of its Affiliates, and may include any of its
employees) 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; 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
Holders pursuant to this Trust Agreement, unless such Holders shall have offered to the
Property Trustee reasonable security or indemnity satisfactory to it against the costs,
expenses and liabilities that might be incurred by it in compliance with such request or
direction; provided that nothing contained in this Section 8.3(g) shall be taken to relieve
the Property Trustee, upon the occurrence of an Event of Default, of its obligation to
exercise the rights and powers vested in it by this Trust Agreement;




     (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
Holders, but the Property Trustee may make such further inquiry or investigation into such
facts or matters as it may see fit at the expense of the Depositor and shall incur no
liability of any kind by reason of such inquiry or investigation;




     (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 willful misconduct with
respect to selection of any agent or attorney appointed by it hereunder;



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     (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 (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; and




     (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. No provision of this Trust Agreement shall be deemed to
impose any duty or obligation on any Issuer 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 such Person 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 any Issuer
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 Issuer Trust and the Depositor, and the Issuer Trustees do not assume any
responsibility for their correctness. The Issuer Trustees shall not be accountable for the use or
application by the Depositor of the proceeds of the Notes.



     Section 8.5 May Hold Securities.



     Any Issuer Trustee or any other agent of any Issuer Trustee or the Issuer Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust Securities and, subject
to Sections 8.8 and 8.13, may otherwise deal with the Issuer Trust with the same rights it would
have if it were not Issuer Trustee or such other agent.



     Section 8.6 Compensation; Indemnity; Fees.



     The Depositor agrees:



     (a) to pay to the Issuer Trustees from time to time such reasonable compensation for all
services rendered by them hereunder as may be separately agreed by the Depositor and the Issuer
Trustees from time to time (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust);



     (b) except as otherwise expressly provided herein, to reimburse the Issuer Trustees upon
request for all reasonable expenses, disbursements and advances incurred or made by the Issuer
Trustees in accordance with any provision of this Trust Agreement (including the reasonable
compensation and the expenses and disbursements of their agents and counsel), except any such
expense, disbursement or advance as shall be determined to have been caused by their own
negligence, bad faith or willful misconduct; and



     (c) to the fullest extent permitted by applicable law, to indemnify and hold harmless (i) each
Issuer Trustee, (ii) any Affiliate of any Issuer Trustee, (iii) any officer, director, shareholder,
employee, representative or agent of any Issuer Trustee, and (iv) any employee or agent of the
Issuer Trust (referred



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to herein as an “Indemnified Person”) from and against any loss, damage, liability, action,
suit, tax, penalty, expense or claim of any kind or nature whatsoever incurred by such Indemnified
Person by reason of the creation, operation or dissolution of the Issuer Trust or any act or
omission performed or omitted by such Indemnified Person in good faith on behalf of the Issuer
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 negligence, bad faith or willful misconduct with respect to such
acts or omissions.



     The provisions of this Section 8.6 shall survive the termination of this Trust Agreement and
the removal or resignation of any Issuer Trustee. No Issuer Trustee may claim any Lien on any
Trust Property as a result of any amount due pursuant to this Section 8.6.



     Notwithstanding any provision of law or equity, the Depositor and any Issuer Trustee may
engage in or possess an interest in other business ventures of any nature or description,
independently or with others, similar or dissimilar to the business of the Issuer Trust, and the
Issuer 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 Issuer Trust, shall not
be deemed wrongful or improper. Notwithstanding any provision of law or equity, neither the
Depositor nor any Issuer Trustee shall be obligated to present any particular investment or other
opportunity to the Issuer Trust even if such opportunity is of a character that, if presented to
the Issuer Trust, could be taken by the Issuer Trust, and the Depositor and any Issuer 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. Notwithstanding any
provision of law or equity, any Issuer 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 Issuer Trustees and
Administrative 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 a national or state chartered bank and
eligible pursuant to the Trust Indenture Act to act as such and that 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 8.7 and to the extent permitted by the Trust Indenture Act, 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 8.7, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article VIII. At the time of appointment, the Property Trustee must
have securities rated in one of the three highest rating categories by a nationally recognized
statistical rating organization.



     (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. 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



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with its principal place of business in the State of Delaware and that otherwise meets the
requirements of applicable Delaware law and that shall act through one or more persons authorized
to bind such entity.



     Section 8.8 Conflicting Interests.



     (a) 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.



     (b) The Guarantee Agreement and the Indenture shall be deemed to be specifically described in
this Trust Agreement for the purposes of clause (i) of the first proviso contained in Section
310(b) of the Trust Indenture Act.



     Section 8.9 Co-Trustees and Separate Trustee.



     Unless and until a Note 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 Holder of
Common Securities and the Administrative Trustees shall have the power to appoint one or more
Persons 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 a Note Event of
Default shall have occurred and be continuing, the Property Trustee shall have the sole power to so
appoint such a co-trustee or separate trustee, and upon the written request of the Property
Trustee, the Depositor, and the Administrative Trustees shall for such purpose join with the
Property Trustee in the execution, delivery, and performance of all instruments and agreements
necessary or proper to appoint, such co-trustee or separate trustee. 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 by one or more Administrative Trustees, and the
Trust Securities shall be delivered by the Property Trustee, 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 Property Trustee specified hereunder
shall be exercised solely by the Property Trustee 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



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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 8.9, and, in case a Note 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
resigning or removed may be appointed in the manner provided in this Section 8.9.



     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.



     (d) The Property Trustee shall not be liable by reason of any act of a co-trustee or separate
trustee.



     (e) Any Act of Holders delivered to the Property Trustee shall be deemed to have been
delivered to each such co-trustee and separate trustee.



     Section 8.10 Resignation and Removal; Appointment of Successor.



     No resignation or removal of any Issuer Trustee (the “Relevant Trustee”) and no appointment of
a successor Issuer Trustee pursuant to this Article VIII shall become effective until the
acceptance of appointment by the successor Issuer Trustee in accordance with the applicable
requirements of Section 8.11.



     Subject to the immediately preceding paragraph, the Relevant Trustee may resign at any time by
giving written notice thereof to the Holders and by appointing a successor Relevant Trustee. The
Relevant Trustee shall appoint a successor by requesting from at least three Persons meeting the
eligibility requirements its expenses and charges to serve as the Relevant Trustee on a form
provided by the Administrative Trustees, and selecting the Person who agrees to the lowest expenses
and charges. If the instrument of acceptance by the successor Issuer Trustee required by Section
8.11 shall not have been delivered to the Relevant Trustee within 60 days after the giving of such
notice of resignation, the Relevant Trustee may petition, at the expense of the Depositor, in the
case of the Property Trustee, any court of competent jurisdiction for the appointment of a
successor Relevant Trustee.



     The Administrative Trustees, or any of them, may be removed at any time by Act of the Holders
of Common Securities delivered to the Relevant Trustee.



     The Property Trustee or the Delaware Trustee, or both of them, may be removed by Act of the
Holders of at least a Majority in Liquidation Amount of the Trust Preferred Securities, delivered
to the Relevant Trustee (in its individual capacity and, in the case of the Property Trustee, on
behalf of the Issuer Trust) (i) for cause (including upon the occurrence of an Event of Default
described in subparagraph (d) of the definition thereof with respect to the Relevant Trustee), or
(ii) at any time if a Note Event of Default shall have occurred and be continuing. Unless and
until a Note Event of Default



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shall have occurred and be continuing, the Property Trustee or the Delaware Trustee, or both
of them, may be removed at any time by Act of the Holders of the Common Securities.



     If a resigning Property Trustee or Delaware Trustee shall fail to appoint a successor, or if
the Property Trustee or the Delaware Trustee shall be removed or become incapable of acting as
Issuer Trustee, or if a vacancy shall occur in the office of the Property Trustee or the Delaware
Trustee for any cause, the Holders of the Common Securities by Act of such Holders delivered to the
Relevant Trustee or, if a Note Event of Default shall have occurred and be continuing, the Holders
of the Trust Preferred Securities, by Act of the Holders of not less than 25% in aggregate
Liquidation Amount of the Trust Preferred Securities then Outstanding delivered to such Relevant
Trustee, may appoint a successor Relevant Trustee or Trustees, and such successor Issuer Trustee
shall comply with the applicable requirements of Section 8.11. If no successor Relevant Trustee
shall have been so appointed by the Holders of the Common Securities or Trust Preferred Securities,
as the case may be, and accepted appointment in the manner required by Section 8.11, any Holder, on
behalf of such Holder and all others similarly situated, or any other Issuer Trustee, may petition
any court of competent jurisdiction for the appointment of a successor Relevant Trustee.



     The Property Trustee shall give notice of each resignation and each removal of an Issuer
Trustee and each appointment of a successor Issuer Trustee to all Holders in the manner provided in
Section 12.8 and shall give notice to the Depositor and to the Administrative Trustees. Each
notice shall include the name of the successor Relevant Trustee and the address of its Corporate
Trust Office if it is the Property Trustee.



     Notwithstanding the foregoing or any other provision of this Trust Agreement, if any Delaware
Trustee who is a natural person dies or becomes, in the opinion of the Holders of the Common
Securities, incompetent or incapacitated, the vacancy created by such death, incompetence or
incapacity may be filled by the Property Trustee following the procedures regarding expenses and
charges set forth above (with the successor being a Person who satisfies the eligibility
requirement for the Delaware Trustee 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 (if requested by the Depositor) 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 Issuer 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 Issuer
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, other than the filing of an amendment to the Certificate of Trust
to the extent required under the Delaware Statutory Trust Act; but, on request of the Issuer 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 Issuer
Trust.



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     Upon request of any such successor Relevant Trustee, the Issuer 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 preceding paragraph.



     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 VIII.



     Section 8.12 Merger, Conversion, Consolidation or Succession to Business.



     Any Person into which the Property Trustee or the Delaware Trustee may be merged or converted
or with which it may be consolidated, or any Person resulting from any merger, conversion or
consolidation to which such Relevant Trustee shall be a party, or any Person, 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 Person shall be otherwise qualified and
eligible under this Article VIII, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, other than the filing of an amendment to the Certificate
of Trust to the extent required under the Delaware Statutory Trust Act.



     Section 8.13 Preferential Collection of Claims Against Depositor or Issuer Trust.



     If and when the Property Trustee shall be or become a creditor of the Depositor or the Issuer
Trust (or any other obligor upon the Trust Preferred Securities), the Property Trustee shall be
subject to the provisions of the Trust Indenture Act regarding the collection of claims against the
Depositor or the Issuer Trust (or any such other obligor).



     Section 8.14 Property Trustee May File Proofs of Claim.



     In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other similar judicial proceeding relative to the Issuer Trust or any
other obligor upon the Trust Securities or the property of the Issuer 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 and irrespective of whether the Property Trustee
shall have made any demand on the Issuer 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



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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.



     Section 8.15 Reports by Property Trustee.



     (a) Within 60 days after May 15 of each year commencing with May 15, 2006, the Property
Trustee shall transmit to all Holders in accordance with Section 12.8, and to the Depositor, a
brief report dated as of the immediately preceding May 15 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 May 15 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 Holders 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 Preferred
Securities are listed or quoted, if any, and with the Commission, the
Depositor and the relevant stock exchange or self-regulatory
organization.



     Section 8.16 Reports to the Property Trustee.



     Each of the Depositor and the Administrative Trustees 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. The
Depositor and the Administrative Trustees shall annually file with the Property Trustee a
certificate specifying whether such Person is in compliance with all of the terms and covenants (if
any) applicable to such Person hereunder.



     Section 8.17 Evidence of Compliance with Conditions Precedent.



     Each of the Depositor and the Administrative Trustees 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.



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     Section 8.18 Number of Issuer Trustees.



     (a) The number of Issuer Trustees shall be four, unless the Property Trustee also acts as the
Delaware Trustee, in which case the number of Issuer Trustees may be three.



     (b) If an Issuer Trustee ceases to hold office for any reason, a vacancy shall occur. The
vacancy shall be filled with an Issuer Trustee appointed in accordance with Section 8.10.



     (c) The death, resignation, retirement, removal, bankruptcy, incompetence or incapacity to
perform the duties of an Issuer Trustee shall not operate to annul, terminate or dissolve the
Issuer Trust.



     Section 8.19 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) or making any governmental filing.



     (b) The Administrative Trustees shall have power to delegate from time to time to such of
their number the doing of such things and the execution of such instruments either in the name of
the Issuer 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.



ARTICLE IX




Dissolution, Liquidation and Merger




     Section 9.1 Perpetual Existence.



     The Issuer Trust shall have perpetual existence and shall be dissolved only in accordance with
this Article IX.



     Section 9.2 Early Dissolution.



     The first to occur of any of the following events is an “Early Dissolution Event”:




     (a) the occurrence of a Bankruptcy Event in respect of, or the dissolution or
liquidation of, the Depositor, unless the Common Securities shall be transferred as provided
by Section 5.10, in which case this provision shall refer instead to any such successor
Holder of the Common Securities;




     (b) the redemption of all of the Trust Preferred Securities in accordance with the
provisions of this Trust Agreement; and




     (c) the entry of an order for dissolution of the Issuer Trust by a court of competent
jurisdiction.



     If an Early Dissolution Event occurs, Section 9.4 shall apply.



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Section 9.3 Dissolution.




     The respective obligations and responsibilities of the Issuer Trustees, the Administrative
Trustees and the Issuer Trust created and continued hereby shall terminate upon the latest to occur
of the following: (a) the distribution by the Property Trustee to Holders of all amounts required
to be distributed hereunder upon the liquidation of the Issuer Trust pursuant to Section 9.4, or
upon the redemption of all of the Trust Securities pursuant to Section 4.2; (b) the payment of any
expenses owed by the Issuer Trust; and (c) the discharge of all administrative duties of the
Administrative Trustees, including the performance of any tax reporting obligations with respect to
the Issuer Trust or the Holders.



Section 9.4 Liquidation.




     (a) If an Early Dissolution Event specified in clause (a) of Section 9.2 occurs, the Issuer
Trust shall be liquidated by the Property Trustee and the Administrative Trustees as expeditiously
as the Property Trustee and the Administrative Trustees determine to be possible by distributing,
after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law,
to each Holder of Trust Preferred Securities of each Class a Like Amount of Corresponding Assets as
of the date of such distribution, subject to Section 9.4(d). If an Early Dissolution Event
specified in clause (c) of Section 9.2 occurs, because such Early Dissolution Event is also an
Early Settlement Event, unless otherwise required by applicable law the Issuer Trust will not be
liquidated until after the Stock Purchase Date but, commencing promptly after the Stock Purchase
Date, the Issuer Trust shall be liquidated by the Property Trustee and the Administrative Trustees
as expeditiously as the Property Trustee and the Administrative Trustees determine to be possible
by distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by
applicable law, to each Holder of Trust Preferred Securities of each Class a Like Amount of
Corresponding Assets as of the date of such distribution, subject to Section 9.4(d). Notice of
liquidation shall be given by the Property Trustee and the Administrative Trustees by first-class
mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Liquidation Date
to each Holder of Trust Preferred Securities of each Class at such Holder’s address appearing in
the Securities Register. All such notices of liquidation shall:




     (i) state the CUSIP Number of the Trust Securities of each Class;




     (ii) state the Liquidation Date;




     (iii) state that from and after the Liquidation Date, the Trust Securities of such
Class 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 Corresponding Assets
as of the date of such distribution, or if Section 9.4(d) applies, a right to receive a
Liquidation Distribution; and




     (iv) provide such information with respect to the mechanics by which Holders may
exchange Trust Securities Certificates of such Class for Corresponding Assets, or if Section
9.4(d) applies, receive a Liquidation Distribution, as the Property Trustee (after
consultation with the Administrative Trustees) shall deem appropriate.



     (b) Except where Section 9.2(b) or 9.4(d) applies, in order to effect the liquidation of the
Issuer Trust and distribution of the Corresponding Assets to Holders, the Property Trustee, either
itself acting as exchange agent or through the appointment of a separate exchange agent, shall
establish a record date for such distribution (which shall be not more than 30 days prior to the
Liquidation Date) and, establish such procedures as it shall deem appropriate to effect the
distribution of Corresponding Assets in exchange for the Outstanding Trust Securities Certificates
of the related Classes.



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     (c) Except where Section 9.2(b) or 9.4(d) applies, after the Liquidation Date, (i) the Trust
Securities will no longer be deemed to be Outstanding, (ii) if the Corresponding Assets for a Class
of Trust Preferred Securities are Notes or shares of Preferred Stock, certificates representing a
Like Amount of Notes or Preferred Stock (or fractional interests in or depositary shares for
Preferred Stock) will be issued to Holders of Trust Securities Certificates of the relevant
Classes, upon surrender of such certificates to the exchange agent for exchange, and where Pledged
Treasury Securities are Corresponding Assets, Pledged Treasury Securities will be delivered by
Book-Entry Transfer to Holders upon surrender of such certificates, (iii) any Trust Securities
Certificates not so surrendered for exchange will be deemed to represent a Like Amount of
Corresponding Assets of the applicable Class until such certificates are so surrendered (and until
such certificates are so surrendered, no payments of interest, principal, dividends, redemption
price or otherwise will be made to Holders of Trust Securities Certificates with respect to such
Corresponding Assets) and (iv) all rights of Holders holding Trust Securities will cease, except
the right of such Holders to receive Corresponding Assets upon surrender of Trust Securities
Certificates.



     (d) If, 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
Corresponding Assets in the manner provided herein is determined by the Property Trustee and the
Administrative Trustees not to be practical, or if an Early Dissolution Event specified in clause
(b) of Section 9.2 occurs, the Trust Property shall be liquidated, and the Issuer Trust’s affairs
wound-up, by the Property Trustee and the Administrative Trustees in such manner as the Property
Trustee and the Administrative Trustees determine. In such event, upon the winding-up of the
Issuer Trust except with respect to an Early Dissolution Event specified in clause (b) of Section
9.2, Holders will be entitled to receive out of the assets of the Issuer Trust available for
distribution to Holders, after satisfaction of liabilities to creditors of the Issuer 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, the Liquidation Distribution can be
paid only in part because the Issuer Trust has insufficient assets available to pay in full the
aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts
payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon
Liquidation Amounts), except that the right of Holders of the Common Securities to receive
Liquidation Distributions will be subordinated to the right of Holders of Trust Preferred
Securities to receive Liquidation Distributions as provided in Section 4.3(c).



     Section 9.5 Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust.



     The Issuer 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 Section 9.4 or this Section 9.5. At the request of the Holders
of the Common Securities, with the consent of the Administrative Trustees, but without the consent
of the Holders of the Trust Preferred Securities of any Class, the Property Trustee or the Delaware
Trustee, the Issuer 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 (i) such successor entity either (a)
expressly assumes all of the obligations of the Issuer Trust with respect to the Trust Preferred
Securities, or (b) substitutes for the Trust Preferred Securities other securities having
substantially the same terms as the Trust Preferred Securities (the “Successor Securities”) so long
as the Successor Securities have the same priority as the Trust Preferred Securities with respect
to distributions and payments upon liquidation, redemption and otherwise, (ii) the Successor
Securities are listed, or any Successor Securities will be listed upon notification of issuance, on
any national securities exchange or other organization on which the Trust Preferred Securities are
listed, (iii) a trustee of such successor entity possessing the same powers and duties as the
Property Trustee is appointed to hold the Trust Property, (iv) such merger, consolidation,
amalgamation, replacement,



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conveyance, transfer or lease does not cause the Trust Preferred Securities of any Class
(including any Successor Securities) to be downgraded by any nationally recognized statistical
rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease does not adversely affect the rights, preferences and privileges of the holders
of the Trust Preferred Securities of any Class (including any Successor Securities) in any material
respect, (vi) such successor entity has a purpose substantially identical to that of the Issuer
Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer
or lease, the Property Trustee has received an Opinion of Counsel to the effect that (a) such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the Holders of the Trust Preferred Securities of
any Class (including any Successor Securities) in any material respect, and (b) following such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer
Trust nor such successor entity will be required to register as an “investment company” under the
Investment Company Act, (viii) the Issuer Trust has received a written opinion of Cadwalader,
Wickersham & Taft LLP or other nationally recognized counsel experienced in such matters that such
merger, consolidation, amalgamation, conveyance, transfer or lease will not cause the Issuer Trust
or the successor entity to be classified as an association or a publicly traded partnership taxable
as a corporation for U.S. federal income tax purposes and (ix) the Depositor or its permitted
transferee owns all of the Common Securities of such successor entity and the Depositor guarantees
the obligations of such successor entity under the Successor Securities at least to the extent
provided by the Guarantee Agreement. The Issuer Trust may with the consent of Holders of all of
the Trust 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
even if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would
otherwise not be permitted under (viii) of the preceding sentence.



ARTICLE X




Miscellaneous Provisions




     Section 10.1 Qualifying Treasury Securities.



     (a) The Administrative Trustees or any one of them shall, for each March 15, June 15,
September 15 and December 15, commencing on March 15, 2006 and ending on the Stock Purchase Date or
the earlier termination of the Stock Purchase Contracts, or if any such day is not a Business Day,
the immediately succeeding Business Day (each, a “Reference Date”) identify:




     (i) the 13-week treasury bill that matures at least one and not more than six Business
Days prior to that Reference Date, or




     (ii) if no 13-week treasury bill that matures at least one and not more than six
Business Days prior to that Reference Date is or is scheduled to be outstanding on the
immediately preceding Reference Date, the 26-week treasury bill that matures at least one
and not more than six Business Days prior to that Reference Date, or




     (iii) if neither of such treasury bills is or is scheduled to be outstanding on the
immediately preceding Reference Date, any other treasury security (which may be a zero
coupon treasury security) that is outstanding on the immediately preceding Reference Date,
is highly liquid and matures at least one Business Day prior to such Reference Date;
provided that any treasury security identified pursuant to this clause (iii) shall be
selected in a manner intended to minimize the cash value of the security selected.



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     (b) The Administrative Trustees or any one of them shall use commercially reasonable efforts
to identify the security meeting the foregoing criteria for each Reference Date promptly after the
Department of the Treasury makes the schedule for upcoming auctions of treasury securities publicly
available and shall, to the extent that a security previously identified with respect to any
Reference Date is no longer expected to be outstanding on the immediately preceding Reference Date,
identify another security meeting the foregoing criteria for such Reference Date. The security
most recently identified by the Administrative Trustees with respect to any Reference Date shall be
the “Qualifying Treasury Security” with respect to the period from and including its date of
issuance (or if later, the date of maturity of the Qualifying Treasury Security with respect to the
immediately preceding Reference Date) to but excluding its date of maturity, and the Administrative
Trustees’ identification of a security as a Qualifying Treasury Security for such period shall be
final and binding for all purposes absent manifest error. The Administrative Trustees or any one
of them shall give (or cause to be given) prompt written notice to the Company, the Collateral
Agent, the Custodial Agent and the Property Trustee of each determination made pursuant to this
Section 10.1.



ARTICLE XI




Other WITS Related Provisions




     Section 11.1 Tax Treatment.



     Each Holder of Trust Preferred Securities agrees, by acceptance of Trust Preferred Securities,
and each Owner agrees, by acceptance of a beneficial interest in Trust Preferred Securities, to
treat for all U.S. federal income tax purposes (i) the Trust as one or more grantor trusts
and/or agency arrangements, (ii) itself as the owner of the Corresponding Assets for the related
Class of Trust Preferred Securities, (iii) in the case of Normal WITS the fair market value of the
$1,000 principal amount of Notes corresponding to one Normal WITS as $1,000 and the fair market
value of 1/100th fractional interest in a Stock Purchase Contract corresponding to one
Normal WITS as $0 at the time of initial purchase, (iv) the Notes as indebtedness of the Depositor, and (v) the stated interest on the Notes as
ordinary interest income that is includible in the Holder’s or Owner’s gross income at the time the
interest is paid or accrued in accordance with the Holder’s or Owner’s regular method of tax
accounting, and otherwise to treat the Notes as described in the Prospectus.



ARTICLE XII




Miscellaneous Provisions




     Section 12.1 Limitation of Rights of Holders.



     Except as set forth in Section 9.2, the death, dissolution, bankruptcy or incapacity of any
Person having an interest, beneficial or otherwise, in Trust Securities shall not operate to
terminate this Trust Agreement nor dissolve, terminate or annul the Issuer Trust, nor entitle the
legal representatives or heirs of such person or any Holder 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 12.2 Amendment.



     (a) This Trust Agreement may be amended from time to time by the Administrative Trustees and
the Holders of all of the Common Securities, without the consent of any Holder of the Trust
Preferred Securities, the Property Trustee or the Delaware Trustee (i) to cure any ambiguity,
correct or supplement any provision herein that may be inconsistent with any other provision
herein, or to make any other



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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, (ii) to modify,
eliminate or add to any provisions of this Trust Agreement to such extent as shall be necessary to
ensure that the Issuer Trust will not be taxable as a corporation or classified as a partnership
for U.S. federal income tax purposes at all times that any Trust Securities are
outstanding, to ensure that the Issuer Trust will not be required to register as an “investment
company” under the Investment Company Act or to ensure the treatment of the Trust Preferred
Securities as Tier 1 regulatory capital under the prevailing Federal Reserve Board rules and
regulations, (iii) to provide that Trust Preferred Securities Certificates may be executed by an
Administrative Trustee by facsimile signature instead of manual signature, in which case such
amendment(s) shall also provide for the appointment by the Depositor of an authentication agent,
the fees and expenses of which will be paid by the Depositor, a form of authentication certificate,
and provisions to the effect that Trust Preferred Securities Certificates that have been executed
by an Administrative Trustee by facsimile signature shall not be entitled to any benefit under the
Trust Agreement or be valid or obligatory for any purpose unless the certificate of authentication
thereon has been executed by the authentication agent by manual signature, or (iv) to conform the
terms of this Trust Agreement to the description of this Trust Agreement and the Trust Securities
in the Prospectus; provided, however, that in the case of either clause (i) or (ii), such action
shall not adversely affect in any material respect the interests of any Holder; provided, further,
that in the case of clause (iv), the Depositor shall deliver to the Property Trustee an Officers’
Certificate and an Opinion of Counsel (who may be counsel to the Depositor or the Issuer Trust), in
each case confirming that such amendment has the effect of conforming the terms of this Trust
Agreement to the descriptions of this Trust Agreement and the Trust Securities in the Prospectus.
Any such amendment shall become effective when notice is given to the Property Trustee and the
Holders of the Trust Preferred Securities.



     (b) Except as provided in Section 12.2(c), any provision of this Trust Agreement may be
amended by the Administrative Trustees and the Holders of all of the Common Securities and with (i)
the consent of Holders of at least a Majority in Liquidation Amount of the Outstanding Trust
Preferred Securities of each Affected Class, and (ii) receipt by the Issuer Trustees of a written
opinion of Cadwalader, Wickersham & Taft LLP or other nationally recognized counsel experienced in
such matters to the effect that such amendment or the exercise of any power granted to the Issuer
Trustees or the Administrative Trustees in accordance with such amendment will not affect the
Issuer Trust’s status as a grantor trust or cause the Issuer Trust to be classified as an
association or a publicly traded partnership taxable as a corporation for U.S. federal income tax
purposes or affect the Issuer Trust’s exemption from status as an “investment company” under the
Investment Company Act.



     (c) In addition to and notwithstanding any other provision in this Trust Agreement, without
the consent of each affected Holder, 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 Holder to institute suit for the enforcement of any such
payment on or after such date; and notwithstanding any other provision herein, without the
unanimous consent of the Holders, this Section 12.2(c) may not be amended.



     (d) Notwithstanding any other provisions of this Trust Agreement, no Issuer Trustee shall
enter into or consent to any amendment to this Trust Agreement that would cause the Issuer Trust to
fail or cease to qualify for the exemption from status as an “investment company” under the
Investment Company Act or to be taxable as a corporation or to be classified as other than as one
or more grantor trusts and/or agency arrangements for U.S. federal income tax purposes.
In particular, no Issuer Trustee shall enter into or consent to any amendment to this Trust
Agreement that would cause the Issuer Trust to be classified as an association or a publicly traded
partnership taxable as a corporation for U.S. federal income tax purposes.



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Trust Agreement









 





     (e) Notwithstanding anything in this Trust Agreement to the contrary, without the consent of
the Depositor and the Administrative Trustees, this Trust Agreement may not be amended in a manner
that imposes any additional obligation on the Depositor or the Administrative Trustees.



     (f) Notwithstanding anything in this Trust Agreement to the contrary, without the consent of
the Property Trustee, this Trust Agreement may not be amended in a manner that adversely affects
the Property Trustee.



     (g) Notwithstanding anything in this Trust Agreement to the contrary, without the consent of
the Delaware Trustee, this Trust Agreement may not be amended in a manner that adversely affects
the Delaware Trustee.



     (h) Notwithstanding anything in this Trust Agreement to the contrary, without the consent of
the Securities Registrar and the Paying Agent, this Trust Agreement may not be amended in a manner
that imposes any additional obligation on the Securities Registrar or the Paying Agent.



     (i) In the event that any amendment to this Trust Agreement is made, the Administrative
Trustees shall promptly provide to the Depositor, the Property Trustee and the Delaware Trustee a
copy of such amendment.



     (j) Neither the Property Trustee nor the Delaware Trustee shall be required to enter into any
amendment to this Trust Agreement that affects its own rights, duties or immunities under this
Trust Agreement. The Property Trustee and the Delaware 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 12.3 Separability Clause.



     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 12.4 Governing Law.



     This Trust Agreement and the Trust Securities shall be governed by and construed in accordance
with the laws of the State of Delaware (without regard to conflicts of laws principles).



     Section 12.5 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 Distributions shall accumulate on such unpaid amount for the period after such
date.



     Section 12.6 Successors and Assigns.



     All covenants and agreements in this Trust Agreement by each party hereto shall bind its
successors and assigns, whether so expressed or not. Except in connection with a consolidation,
merger or sale involving the Depositor that is permitted under Article VIII of the Base 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.



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Trust Agreement









 





     Section 12.7 Effect of Headings and Table of Contents.



     The Article and Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.



     Section 12.8 Reports, Notices and Demands.



     Any report, notice, demand or other communication that by any provision of this Trust
Agreement is required or permitted to be given or served to or upon any Holder, the Depositor or
the Administrative Trustees 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 Holder of Trust Preferred Securities, to such Holder as such Holder’s name and
address may appear on the Securities Register and (b) in the case of the Holder of the Common
Securities or the Depositor, to Wachovia Corporation, 301 South College Street, Charlotte, North
Carolina 28288, facsimile 704-374-3425, Attention: General Counsel, or to such other address as
may be specified in a written notice by the Depositor to the Property Trustee. Such notice, demand
or other communication to or upon a Holder shall be deemed to have been sufficiently given or made,
for all purposes, upon hand delivery, mailing or transmission. Such notice, demand or other
communication to or upon the Depositor or the Holder of the Common Securities shall be deemed to
have been sufficiently given or made only upon actual receipt of the writing by the Depositor or
the Holder of the Common Securities, as the case may be. Any notice, demand or other communication
that by any provision of this Trust Agreement is required or permitted to be given or served to or
upon the Issuer Trust, the Property Trustee, the Delaware Trustee, the Administrative Trustees or
the Issuer Trust shall be given in writing addressed to such Person as follows: (a) with respect
to the Property Trustee, to U.S. Bank National Association, 300 Delaware Avenue, 9th
Floor, Wilmington, DE 19801, Attention: Corporate Trust Services Division; (b) with respect to the
Delaware Trustee, to U.S. Bank Trust National Association, Corporate Trust Services Division, 300
Delaware Avenue, 9th Floor, Wilmington, DE 19801; (c) with respect to the Administrative Trustees,
to them at c/o Wachovia Corporation, 301 South College Street, Charlotte, North Carolina 28288,
facsimile (704) 374-3425; and (d) with respect to the Issuer Trust, to its principal office
specified in Section 2.2, with a copy to the Property Trustee. Such notice, demand or other
communication to or upon the Issuer Trust, the Property Trustee or the Administrative Trustees
shall be deemed to have been sufficiently given or made only upon actual receipt of the writing by
the Issuer Trust, the Property Trustee or such Administrative Trustee.



     Section 12.9 Agreement Not to Petition.



     Each of the Issuer Trustees and the Depositor agree for the benefit of the Holders that, until
at least one year and one day after the Issuer Trust has been dissolved in accordance with Article
IX, they shall not file, or join in the filing of, a petition against the Issuer Trust under any
bankruptcy, insolvency, reorganization or other similar law (including the United States Bankruptcy
Code) (collectively, “Bankruptcy Laws”) or otherwise join in the commencement of any proceeding
against the Issuer Trust under any Bankruptcy Law. If the Depositor takes action in violation of
this Section 12.9, the Property Trustee agrees, for the benefit of Holders, 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 Issuer 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
Issuer Trustee or the Issuer Trust may assert.



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Trust Agreement









 





     Section 12.10 Trust Indenture Act; Conflict with Trust Indenture Act.



     (a) If any provision hereof limits, qualifies or conflicts with a provision of the Trust
Indenture Act that is required under such Act to be a part of and govern this Trust Agreement, the
latter provision shall control. If any provision of this Trust Agreement modifies or excludes any
provision of the Trust Indenture Act that may be so modified or excluded, the latter provision
shall be deemed to apply to this Trust Agreement as so modified or to be excluded, as the case may
be.



     (b) The Property Trustee shall be the only Issuer Trustee that is a trustee for the purposes
of the Trust Indenture Act.



     (c) The application of the Trust Indenture Act to this Trust Agreement shall not affect the
nature of the Trust Securities as equity securities representing undivided beneficial interests in
the assets of the Issuer Trust.



     Section 12.11 Acceptance of Terms of Trust Agreement, Guarantee Agreement and Indenture.



     THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A
HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL
CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST
IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE
AGREEMENT AND THE INDENTURE, AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE
GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH
HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING,
OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH HOLDER AND SUCH OTHERS.



* * * *




     This instrument may be executed in any number of counterparts, each of which so executed shall
be deemed to be an original, but all such counterparts shall together constitute but one and the
same instrument.



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Trust Agreement









 





     In Witness Whereof, the parties hereto have executed this Amended and Restated Trust
Agreement as of the day and year first above written.



	 	 	 	 	 
	 	WACHOVIA CORPORATION, as Depositor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Property Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION, as Delaware Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 
	 

	 	 
	 

	 	     James F. Burr,

     as Administrative Trustee
	 
	 	 
	 

	 	 
	 

	 	     Thomas J. Wurtz,

     as Administrative Trustee






 




Trust Agreement









 





	 	 	 	 	 	 	 
	STATE OF

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss
	COUNTY OF

	 	 	)	 	 	 






     On                      before me, the undersigned, a Notary Public in and for the
                                                            , personally appeared                                                             , personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to
the within instrument, and acknowledged to me that he/she executed the same in his/her authorized
capacity, and that the foregoing instrument is the free act and deed of the entity upon behalf of
which such person acted.



WITNESS my hand and official seal




SIGNATURE:




(This area for official notarial seal)




	 	 	 	 	 	 	 
	STATE OF

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss
	COUNTY OF

	 	 	)	 	 	 






     On                      before me, the undersigned, a Notary Public in and for the
                                                            , personally appeared                                                             , personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed
to the within instrument, and acknowledged to me that he/she executed the same in his/her
authorized capacity, and that the foregoing instrument is the free act and deed of the entity upon
behalf of which such person acted.



WITNESS my hand and official seal




SIGNATURE:




(This area for official notarial seal)




	 	 	 	 	 	 	 
	STATE OF

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss
	COUNTY OF

	 	 	)	 	 	 






     On                      before me, the undersigned, a Notary Public in and for the
                                                            , personally appeared                                                             , personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to
the within instrument, and acknowledged to me that he/she executed the same in his/her authorized
capacity, and that the foregoing instrument is the free act and deed of the entity upon behalf of
which such person acted.



WITNESS my hand and official seal




SIGNATURE:




 




Trust Agreement









 





(This area for official notarial seal)




	 	 	 	 	 	 	 
	STATE OF

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss
	COUNTY OF

	 	 	)	 	 	 






     On                      before me, the undersigned, a Notary Public in and for the
                                                            , personally appeared                                                             , personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to
the within instrument, and acknowledged to me that he/she executed the same in his/her authorized
capacity, and that the foregoing instrument is the free act and deed of the entity upon behalf of
which such person acted.



WITNESS my hand and official seal




SIGNATURE:




(This area for official notarial seal)




	 	 	 	 	 	 	 
	STATE OF

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss
	COUNTY OF

	 	 	)	 	 	 






     On                      before me, the undersigned, a Notary Public in and for the
                                                            , personally appeared James F. Burr, personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within
instrument, and acknowledged to me that he/she executed the same in his/her authorized capacity,
and that the foregoing instrument is the free act and deed of the entity upon behalf of which such
person acted.



WITNESS my hand and official seal




SIGNATURE:




(This area for official notarial seal)




	 	 	 	 	 	 	 
	STATE OF

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss
	COUNTY OF

	 	 	)	 	 	 






     On                      before me, the undersigned, a Notary Public in and for the
                                                            , personally appeared Thomas J. Wurtz, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the
within instrument, and acknowledged to me that he/she executed the same in his/her authorized
capacity, and that the foregoing instrument is the free act and deed of the entity upon behalf of
which such person acted.



 




Trust Agreement









 





WITNESS my hand and official seal




SIGNATURE:




(This area for official notarial seal)





 




Trust Agreement









 







EXHIBIT A




[Certificate of Trust]




A-1




Trust Agreement









 







EXHIBIT B




(FORM OF FACE OF CAPITAL WITS CERTIFICATE)




     {For inclusion in Global Certificates only – THIS CERTIFICATE 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 “DEPOSITARY”) OR ITS NOMINEE. THIS CERTIFICATE IS EXCHANGEABLE FOR
CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE
(OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
(AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.}



	 	 	 
	No.                     

	 	Number of Capital WITS:                                         
	 

	 	CUSIP No.                                         






Wachovia Capital Trust III




Capital WITS




     This Capital WITS Certificate certifies that {                    } is the
registered Holder of the number of Capital WITS set forth above {for inclusion in Global
Certificates only - or such other number of Capital WITS reflected in the Schedule of Increases and
Decreases in the Global Certificate attached hereto}. Each Capital WITS represents a beneficial
interest in Wachovia Capital Trust III (the “Trust”), having a Liquidation Amount of $1,000. The
Capital WITS 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 Capital WITS
are set forth in, and this certificate and the Capital WITS 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 January l, 2006, as the same may be amended and restated from time to
time (the “Trust Agreement”), including the designation of the terms of the Capital WITS as set
forth therein. The Holder is entitled to the benefits of the Guarantee Agreement entered into by
the Depositor and U.S. Bank National Association, as Guarantee Trustee, dated as of January l, 2006
(the “Guarantee Agreement”). All capitalized terms used herein that are defined in the Trust
Agreement have the meaning set forth therein.



B-1




Trust Agreement









 





     Section 5.13(d) of the Trust Agreement provides for the procedures pursuant to which Holders
of Capital WITS and Stripped WITS may exchange them for Normal WITS and Qualifying Treasury
Securities and Section 5.14(f) of the Trust Agreement provides for the procedures pursuant to which
Holders of Capital WITS may elect to dispose of Capital WITS in the event a Remarketing is
Successful. The forms of Recombination Notice and Request and Notice of Contingent Disposition
Election required to be delivered in connection therewith are printed on the reverse hereof.



     A copy of each of the Trust Agreement and the Guarantee Agreement is available for inspection
at the offices of the Property Trustee.



     Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled
to the benefits thereof.



     IN WITNESS WHEREOF, the Trust acting through one of its Administrative Trustees has executed
this Capital WITS Certificate.



	 	 	 	 	 
	 	 	WACHOVIA CAPITAL TRUST III, acting through one of its Administrative Trustees
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:






Date:                                                             




B-2




Trust Agreement









 







ABBREVIATIONS




     The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations:



	 	 	 
	TEN COM:

	 	as tenants in common
	 
	 	 
	UNIF GIFT MIN ACT:

	 	                     Custodian                      (cust)(minor)
Under Uniform Gifts to Minors Act of
                                                            
	 
	 	 
	TENANT:

	 	as tenants by the entireties
	 
	 	 
	JT TEN:

	 	as joint tenants with right of survivorship and not as
tenants in common






     Additional abbreviations may also be used though not in the above list.



     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto



(Please insert Social Security or Taxpayer I.D.

or other Identifying Number of Assignee)




(Please print or type name and address including Postal Zip Code of Assignee)



the within Capital WITS Certificates and all rights thereunder, hereby irrevocably constituting and
appointing attorney                                         , to transfer said Capital WITS Certificates on the books of
Wachovia Corporation, with full power of substitution in the premises.




	 	 	 
	Dated:

	 	Signature
	 

	 	NOTICE: The signature to this assignment must
correspond with the name as it appears upon the
face of the within Capital WITS Certificates in every particular,
without alteration or enlargement or any change whatsoever.
	 
	 	 
	Signature Guarantee:
	 	 






B-3




Trust Agreement









 





FORM OF RECOMBINATION NOTICE AND REQUEST




JPMorgan Chase Bank, National Association,

     as Collateral Agent and Securities Registrar

4 New York Plaza, Floor 15

New York, New York 10004




     Re:     Stripped WITS and Capital WITS of Wachovia Capital Trust III



     The undersigned Holder hereby notifies you pursuant to Section 5.13(d) of the Amended and
Restated Trust Agreement, dated as of January l, 2006, of Wachovia Capital Trust III (the “Trust
Agreement”), among Wachovia Corporation, as Depositor, U.S. Bank National Association, as Property
Trustee, U.S. Bank Trust National Association, as Delaware Trustee, the Administrative Trustees (as
named therein) and the several Holders of the Trust Securities, and Section 6.03(a) of the
Collateral Agreement that the Holder:




     (i) is transferring $                     Liquidation Amount of Stripped WITS and Capital WITS
in connection with an Exchange of such Stripped WITS and Capital WITS for a Like Amount of
Normal WITS and Qualifying Treasury Securities,




     (ii) hereby requests the Collateral Agent to release from the Pledge and deliver to the
Holder Pledged Treasury Securities in a principal amount equal to such Liquidation Amount,
and




     (iii) hereby requests the delivery to the Holder of such Normal WITS of a Like Amount.


All capitalized terms used herein that are defined in the Trust Agreement have the meaning set
forth therein. The undersigned Holder has paid all applicable fees and expenses relating to such
Exchange.




	 	 	 
	Date:
	 	 
	 

	 	Signature Guarantee:
	Please print name and address of

Registered Holder:
	 	 
	 
	 	 
	Name

	 	Social Security or other Taxpayer

Identification Number, if any
	 
	 	 
	Address
	 	 






B-4




Trust Agreement









 





FORM OF NOTICE OF CONTINGENT DISPOSITION ELECTION




JPMorgan Chase Bank, National Association,

     as Custodial Agent and Securities Registrar

4 New York Plaza, Floor 15

New York, New York 10004




     Re:     Normal WITS of Wachovia Capital Trust III



     The undersigned Holder hereby notifies you pursuant to Section 5.14(f) of the Amended and
Restated Trust Agreement, dated as of January l, 2006, of Wachovia Capital Trust III (the “Trust
Agreement”), among Wachovia Corporation, as Depositor, U.S. Bank National Association, as Property
Trustee, U.S. Bank Trust National Association, as Delaware Trustee, the Administrative Trustees (as
named therein) and the several Holders of the Trust Securities, and Section 8.03 of the Collateral
Agreement, that the Holder:




     (i) is transferring                      Capital WITS to the Securities Registrar, and




     (ii) hereby requests the payment to the Holder, if the upcoming Remarketing is
Successful, of an amount in cash for each such Capital WITS equal to the proceeds of the
sale of $1,000 principal amount of Notes, it being understood that if such Remarketing is
not Successful, this Notice shall be disregarded.


All capitalized terms used herein that are defined in the Trust Agreement have the meaning set
forth therein. The undersigned Holder has paid all applicable fees and expenses relating to such
Contingent Exchange Election.




	 	 	 
	Date:
	 	 
	 

	 	Signature Guarantee:
	Please print name and address of

Registered Holder:
	 	 
	 
	 	 
	Name

	 	Social Security or other Taxpayer

Identification Number, if any
	 
	 	 
	Address
	 	 






B-5




Trust Agreement









 





{TO BE ATTACHED TO GLOBAL CERTIFICATES}




SCHEDULE OF INCREASES AND DECREASES IN GLOBAL CERTIFICATE




The following increases or decreases in this Global Certificate have been made:




	 	 	 	 	 	 	 
	 	 	 	 	Number of Capital	 	 
	Amount of increase in	 	Amount of decrease in	 	WITS evidenced by this	 	 
	Number of Capital	 	Number of Capital	 	Global Certificate	 	Signature of
	WITS evidenced by	 	WITS evidenced by this	 	following such decrease	 	authorized signatory
	this
Global Certificate	 	Global Certificate	 	or
increase	 	of
Securities Registrar
	 

	 	 
	 	 
	 	 






B-6




Trust Agreement









 







EXHIBIT C




[Form of Common Securities Certificate]



TO THE FULLEST EXTENT PERMITTED BY LAW, OTHER THAN A TRANSFER IN CONNECTION WITH A CONSOLIDATION OR
MERGER OF WACHOVIA CORPORATION INTO ANOTHER PERSON, OR ANY CONVEYANCE, TRANSFER OR LEASE BY
WACHOVIA CORPORATION OF ITS PROPERTIES AND ASSETS SUBSTANTIALLY AS AN ENTIRETY TO ANY PERSON
PURSUANT TO SECTION 8.01 OF THE INDENTURE, DATED AS OF JANUARY l, 2006, BETWEEN WACHOVIA
CORPORATION AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, ANY ATTEMPTED TRANSFER OF THE COMMON
TRUST SECURITIES EVIDENCED HEREBY OTHER THAN TO A DIRECT OR INDIRECT SUBSIDIARY OF WACHOVIA
CORPORATION SHALL BE VOID.




Wachovia Capital Trust III




1,000 Common Trust Securities




     This Common Trust Securities Certificate certifies that {                    }
is the registered Holder of 1,000 Common Trust Securities . Each Common Trust Security represents
a beneficial interest in Wachovia Capital Trust III (the “Trust”), having a Liquidation Amount of
$1,000. The designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Common Trust Securities are set forth in, and this certificate and the Common
Trust 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 January l,
2006, as the same may be amended and restated from time to time (the “Trust Agreement”), including
the designation of the terms of the Common Trust Securities as set forth therein. All capitalized
terms used herein that are defined in the Trust Agreement have the meaning set forth therein.



     IN WITNESS WHEREOF, the Trust acting through one of its Administrative Trustees has executed
this Common Trust Securities Certificate.



	 	 	 	 	 
	 	 	WACHOVIA CAPITAL TRUST III, acting through one of its Administrative Trustees
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:






Date:                                                             





C-1




Trust Agreement









 







EXHIBIT D




(FORM OF FACE OF NORMAL WITS CERTIFICATE)




     {For inclusion in Global Certificates only – THIS CERTIFICATE 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 “DEPOSITARY”) OR ITS NOMINEE. THIS CERTIFICATE IS EXCHANGEABLE FOR
CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE
(OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
(AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.}



	 	 	 
	No.                     

	 	Number of Normal WITS:                                         
	 

	 	CUSIP No.                                         






Wachovia Capital Trust III




Normal WITS




     This
Normal WITS Certificate certifies that
{                
      } is the
registered Holder of the number of Normal WITS set forth above {for inclusion in Global
Certificates only - or such other number of Normal WITS reflected in the Schedule of Increases and
Decreases in the Global Certificate attached hereto}. Each Normal WITS represents a beneficial
interest in Wachovia Capital Trust III (the “Trust”), having a Liquidation Amount of $1,000. The
Normal WITS 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 Normal WITS are
set forth in, and this certificate and the Normal WITS 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 January l, 2006, as the same may be amended and restated from time to time
(the “Trust Agreement”), including the designation of the terms of the Normal WITS as set forth
therein. The Holder is entitled to the benefits of the Guarantee Agreement entered into by the
Depositor and U.S. Bank National Association, as Guarantee Trustee, dated as of January l, 2006
(the “Guarantee Agreement”). All capitalized terms used herein that are defined in the Trust
Agreement have the meaning set forth therein.



D-1




Trust Agreement









 





     Section 5.13(b) of the Trust Agreement provides for the procedures pursuant to which Holders
of Normal WITS may exchange Normal WITS and Qualifying Treasury Securities for Stripped WITS and
Capital WITS and Section 5.14(d) of the Trust Agreement provides for the procedures pursuant to
which Holders of Normal WITS may elect to exchange Normal WITS and Qualifying Treasury Securities
for Stripped WITS and Capital WITS in the event a Remarketing is Successful. The forms of
Stripping Notice and Request and Notice of Contingent Exchange Election required to be delivered in
connection therewith are printed on the reverse hereof.



     A copy of each of the Trust Agreement and the Guarantee Agreement is available for inspection
at the offices of the Property Trustee.



     Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled
to the benefits thereof.



     IN WITNESS WHEREOF, the Trust acting through one of its Administrative Trustees has executed
this Normal WITS Certificate.



	 	 	 	 	 
	 	 	WACHOVIA CAPITAL TRUST III, acting through one of its Administrative Trustees
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:






Date:                                                             




D-2




Trust Agreement









 





ABBREVIATIONS




     The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations:



	 	 	 
	TEN COM:

	 	as tenants in common
	 
	 	 
	UNIF GIFT MIN ACT:

	 	                     Custodian                      (cust)(minor)
Under Uniform Gifts to Minors Act of
                                                            
	 
	 	 
	TENANT:

	 	as tenants by the entireties
	 
	 	 
	JT TEN:

	 	as joint tenants with right of survivorship and not as
tenants in common






     Additional abbreviations may also be used though not in the above list.



     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto



(Please insert Social Security or Taxpayer I.D.

or other Identifying Number of Assignee)




(Please print or type name and address including Postal Zip Code of Assignee)



the within Normal WITS Certificates and all rights thereunder, hereby irrevocably constituting and
appointing attorney                                         , to transfer said Normal WITS Certificates on the books of
Wachovia Corporation, with full power of substitution in the premises.




	 	 	 
	Dated:

	 	Signature
	 

	 	NOTICE: The signature to this assignment must
correspond with the name as it appears upon the
face of the within Normal WITS Certificates in every particular,
without alteration or enlargement or any change whatsoever.
	 
	 	 
	Signature Guarantee:
	 	 






D-3




Trust Agreement









 





FORM OF STRIPPING NOTICE AND REQUEST




JPMorgan Chase Bank, National Association,

     as Collateral Agent and Securities Registrar

4 New York Plaza, Floor 15

New York, New York 10004




     Re:     Normal WITS of Wachovia Capital Trust III



     The undersigned Holder hereby notifies you pursuant to Section 5.13(b) of the Amended and
Restated Trust Agreement, dated as of January l, 2006, of Wachovia Capital Trust III (the “Trust
Agreement”), among Wachovia Corporation, as Depositor, U.S. Bank National Association, as Property
Trustee, U.S. Bank Trust National Association, as Delaware Trustee, the Administrative Trustees (as
named therein) and the several Holders of the Trust Securities, and Section 6.02 of the Collateral
Agreement, that the Holder:




     (i) is depositing the appropriate Qualifying Treasury Securities with JPMorgan Chase
Bank, as Collateral Agent, for deposit in the Collateral Account,




     (ii) is transferring the related Normal WITS to the Securities Registrar in connection
with an Exchange of such Normal WITS and Qualifying Treasury Securities for a Like Amount of
Stripped WITS and Capital WITS, and




     (iii) hereby requests the delivery to the Holder of such Stripped WITS and Capital
WITS.


All capitalized terms used herein that are defined in the Trust Agreement have the meaning set
forth therein. The undersigned Holder has paid all applicable fees and expenses relating to such
Exchange.




	 	 	 
	Date:
	 	 
	 

	 	Signature Guarantee:
	Please print name and address of

Registered Holder:
	 	 
	 
	 	 
	Name

	 	Social Security or other Taxpayer

Identification Number, if any
	 
	 	 
	Address
	 	 






D-4




Trust Agreement









 





FORM OF NOTICE OF CONTINGENT EXCHANGE ELECTION




JPMorgan Chase Bank, National Association,

     as Collateral Agent and Securities Registrar

4 New York Plaza, Floor 15

New York, New York 10004




     Re:     Normal WITS of Wachovia Capital Trust III



     The undersigned Holder hereby notifies you pursuant to Section 5.14(d) of the Amended and
Restated Trust Agreement, dated as of January l, 2006, of Wachovia Capital Trust III (the “Trust
Agreement”), among Wachovia Corporation, as Depositor, U.S. Bank National Association, as Property
Trustee, U.S. Bank Trust National Association, as Delaware Trustee, the Administrative Trustees (as
named therein) and the several Holders of the Trust Securities, and Section 8.02 of the Collateral
Agreement, that the Holder:




     (i) is depositing the appropriate Qualifying Treasury Securities with JPMorgan Chase
Bank, as Collateral Agent, for deposit in the Collateral Account,




     (ii) is transferring the related Normal WITS to the Securities Registrar in connection
with a Contingent Exchange Election of such Normal WITS and Qualifying Treasury Securities
for a Like Amount of Stripped WITS and Capital WITS, and




     (iii) hereby requests the delivery to the Holder of such Stripped WITS and Capital WITS
if the upcoming Remarketing is Successful, it being understood that if such Remarketing is
not Successful, this Notice shall be disregarded and the Collateral Agent shall return such
Qualifying Treasury Securities to the Holder promptly after the Remarketing.


All capitalized terms used herein that are defined in the Trust Agreement have the meaning set
forth therein. The undersigned Holder has paid all applicable fees and expenses relating to such
Contingent Exchange Election.




	 	 	 
	Date:
	 	 
	 

	 	Signature Guarantee:
	Please print name and address of

Registered Holder:
	 	 
	 
	 	 
	Name

	 	Social Security or other Taxpayer

Identification Number, if any
	 
	 	 
	Address
	 	 






D-5




Trust Agreement









 





{TO BE ATTACHED TO GLOBAL CERTIFICATES}




SCHEDULE OF INCREASES AND DECREASES IN GLOBAL CERTIFICATE




The following increases or decreases in this Global Certificate have been made:




	 	 	 	 	 	 	 
	 	 	 	 	Number of Normal	 	 
	Amount of increase in	 	Amount of decrease in	 	WITS evidenced by this	 	 
	Number of Normal	 	Number of Normal	 	Global Certificate	 	Signature of
	WITS evidenced by	 	WITS evidenced by this	 	following such decrease	 	authorized signatory
	this Global Certificate	 	Global Certificate	 	or increase	 	of Securities Registrar
	 

	 	 
	 	 
	 	 





D-6




Trust Agreement









 





EXHIBIT E




(FORM OF FACE OF STRIPPED WITS CERTIFICATE)




     {For inclusion in Global Certificates only – THIS CERTIFICATE 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 “DEPOSITARY”) OR ITS NOMINEE. THIS CERTIFICATE IS EXCHANGEABLE FOR
CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE
(OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
(AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.}



	 	 	 
	No.                     

	 	Number of Stripped WITS:                                         
	 

	 	CUSIP No.                                         






Wachovia Capital Trust III




Stripped WITS




     This Stripped WITS Certificate certifies that {                    } is the
registered Holder of the number of Stripped WITS set forth above {for inclusion in Global
Certificates only - or such other number of Stripped WITS reflected in the Schedule of Increases
and Decreases in the Global Certificate attached hereto}. Each Stripped WITS represents a
beneficial interest in Wachovia Capital Trust III (the “Trust”), having a Liquidation Amount of
$1,000. The Stripped WITS 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 Stripped WITS
are set forth in, and this certificate and the Stripped WITS 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 January l, 2006, as the same may be amended and restated from
time to time (the “Trust Agreement”), including the designation of the terms of the Stripped WITS
as set forth therein. The Holder is entitled to the benefits of the Guarantee Agreement entered
into by the Depositor and U.S. Bank National Association, as Guarantee Trustee, dated as of January
l, 2006 (the “Guarantee Agreement”). All capitalized terms used herein that are defined in the
Trust Agreement have the meaning set forth therein.



E-1




Trust Agreement









 





     Section 5.13(d) of the Trust Agreement provides for the procedures pursuant to which Holders
of Capital WITS and Stripped WITS may exchange them for Normal WITS and Qualifying Treasury
Securities. The form of Recombination Notice required to be delivered in connection therewith is
printed on the reverse hereof.



     A copy of each of the Trust Agreement and the Guarantee Agreement is available for inspection
at the offices of the Property Trustee.



     Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled
to the benefits thereof.



     IN WITNESS WHEREOF, the Trust acting through one of its Administrative Trustees has executed
this Stripped WITS Certificate.



	 	 	 	 	 
	 	 	WACHOVIA CAPITAL TRUST III, acting through one of its Administrative Trustees
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:






Date:                                                             




E-2




Trust Agreement









 





ABBREVIATIONS




     The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations:



	 	 	 
	TEN COM:

	 	as tenants in common
	 
	 	 
	UNIF GIFT MIN ACT:

	 	                     Custodian                      (cust)(minor)
Under Uniform Gifts to Minors Act of
                                                            
	 
	 	 
	TENANT:

	 	as tenants by the entireties
	 
	 	 
	JT TEN:

	 	as joint tenants with right of survivorship and not as
tenants in common






     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto



(Please insert Social Security or Taxpayer I.D.

or other Identifying Number of Assignee)




(Please print or type name and address including Postal Zip Code of Assignee)



the within Stripped WITS Certificates and all rights thereunder, hereby irrevocably constituting
and appointing attorney _________________, to transfer said Stripped WITS Certificates on the
books of Wachovia Corporation, with full power of substitution in the premises.




	 	 	 
	Dated:

	 	Signature
	 

	 	NOTICE: The signature to this assignment must
correspond with the name as it appears upon the
face of the within Stripped WITS Certificates in every particular,
without alteration or enlargement or any change whatsoever.
	 
	 	 
	Signature Guarantee:
	 	 






E-3




Trust Agreement









 





FORM OF RECOMBINATION NOTICE AND REQUEST




JPMorgan Chase Bank, National Association,

     as Collateral Agent and Securities Registrar

4 New York Plaza, Floor 15

New York, New York 10004




     Re:     Stripped WITS and Capital WITS of Wachovia Capital Trust III



     The undersigned Holder hereby notifies you pursuant to Section 5.13(d) of the Amended and
Restated Trust Agreement, dated as of January l, 2006, of Wachovia Capital Trust III (the “Trust
Agreement”), among Wachovia Corporation, as Depositor, U.S. Bank National Association, as Property
Trustee, U.S. Bank Trust National Association, as Delaware Trustee, the Administrative Trustees (as
named therein) and the several Holders of the Trust Securities, and Section 6.03 of the Collateral
Agreement, that the Holder:




     (i) is transferring $                     Liquidation Amount of Stripped WITS and Capital WITS
in connection with an Exchange of such Stripped WITS and Capital WITS for a Like Amount of
Normal WITS and Qualifying Treasury Securities,




     (ii) hereby requests the Collateral Agent to release from the Pledge and deliver to the
Holder Pledged Treasury Securities in a principal amount equal to such Liquidation Amount,
and




     (iii) hereby requests the delivery to the Holder of such Normal WITS of a Like Amount.


All capitalized terms used herein that are defined in the Trust Agreement have the meaning set
forth therein. The undersigned Holder has paid all applicable fees and expenses relating to such
Exchange.




	 	 	 
	Date:
	 	 
	 

	 	Signature Guarantee:
	Please print name and address of

Registered Holder:
	 	 
	 
	 	 
	Name

	 	Social Security or other Taxpayer

Identification Number, if any
	 
	 	 
	Address
	 	 






E-4




Trust Agreement









 





{TO BE ATTACHED TO GLOBAL CERTIFICATES}




SCHEDULE OF INCREASES AND DECREASES IN GLOBAL CERTIFICATE




The following increases or decreases in this Global Certificate have been made:




	 	 	 	 	 	 	 
	 	 	 	 	Number of Stripped	 	 
	Amount of increase in	 	Amount of decrease in	 	WITS evidenced by this	 	 
	Number of Stripped	 	Number of Stripped	 	Global Certificate	 	Signature of
	WITS evidenced by	 	WITS evidenced by this	 	following such decrease	 	authorized signatory
	this Global Certificate	 	Global Certificate	 	or increase	 	of Securities Registrar
	 

	 	 
	 	 
	 	 






E-5




Trust Agreement