Exhibit 4.1

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                             AMENDED AND RESTATED


                                TRUST AGREEMENT


                                     among


                        MBNA CORPORATION, as Depositor,


                             THE BANK OF NEW YORK,
                             as Property Trustee,


                       THE BANK OF NEW YORK (DELAWARE),
                             as Delaware Trustee,


                   THE ADMINISTRATIVE TRUSTEES NAMED HEREIN,


                                      and


                    THE SEVERAL HOLDERS (AS DEFINED HEREIN)


                         Dated as of November 27, 2002


                                MBNA CAPITAL E


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<PAGE>

                                MBNA Capital E

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

Trust Indenture                                                 Trust Agreement
Act Section                                                     Section
-----------                                                     -------
  ss.310(a)(1).................................................  8.7
         (a)(2)................................................  8.7
         (a)(3)................................................  8.9
         (a)(4)................................................  2.7(a)(ii)
         (b)...................................................  8.8
  ss.311(a)....................................................  8.13
         (b)...................................................  8.13
  ss.312(a)....................................................  5.7
         (b)...................................................  5.7
         (c)...................................................  5.7
  ss.313(a)....................................................  8.14(a)
         (a)(4)................................................  8.14(b)
         (b)...................................................  8.14(a)
         (c)...................................................  10.10
         (d)...................................................  8.14(b)
  ss.314(a)....................................................  8.15
         (b)...................................................  Not Applicable
         (c)(1)................................................  8.16
         (c)(2)................................................  8.16
         (c)(3)................................................  Not Applicable
         (d)...................................................  Not Applicable
         (e)...................................................  1.1, 8.16
  ss.315(a)....................................................  8.1(a), 8.3(a)
         (b)...................................................  8.2, 10.10
         (c)...................................................  8.1(a)
         (d)...................................................  8.1, 8.3
         (e)...................................................  Not Applicable
  ss.316(a)....................................................  Not Applicable
         (a)(1)(A).............................................  Not Applicable
         (a)(1)(B).............................................  Not Applicable
         (a)(2)................................................  Not Applicable
         (b)...................................................  5.14
         (c)...................................................  6.7
  ss.317(a)(1).................................................  Not Applicable
         (a)(2)................................................  Not Applicable
         (b)...................................................  5.9
  ss.318(a)....................................................  10.11
----------
<PAGE>

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

<PAGE>


                               Table of Contents

                                                                          Page


ARTICLE I Defined Terms.......................................................7

  Section 1.1.   Definitions..................................................7

ARTICLE II Continuation of the Trust.........................................16

  Section 2.1.   Name........................................................16
  Section 2.2.   Office of the Delaware Trustee; Principal Place
                   of Business...............................................16
  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 Debentures....................................17
  Section 2.6.   Declaration of Trust........................................17
  Section 2.7.   Authorization to Enter into Certain Transactions............18
  Section 2.8.   Assets of Trust.............................................21
  Section 2.9.   Title to Trust Property.....................................21

ARTICLE III Payment Account..................................................21

  Section 3.1.   Payment Account.............................................21

ARTICLE IV Distributions; Redemption.........................................22

  Section 4.1.   Distributions...............................................22
  Section 4.2.   Redemption..................................................23
  Section 4.3.   Subordination of Common Securities..........................25
  Section 4.4.   Payment Procedures..........................................26
  Section 4.5.   Tax Returns and Reports.....................................26
  Section 4.6.   Payment of Expenses of the Trust............................26
  Section 4.7.   Payments under Indenture or Pursuant to Direct Actions......27

ARTICLE V Trust Securities Certificates......................................27

  Section 5.1.   Initial Ownership...........................................27
  Section 5.2.   The Trust Securities Certificates...........................27
  Section 5.3.   Execution and Delivery of Trust Securities Certificates.....27
  Section 5.4.   Registration of Transfer and Exchange of Trust Preferred
                   Securities Certificates...................................28
  Section 5.5.   Mutilated, Destroyed, Lost or Stolen Trust Securities
                   Certificates..............................................29
  Section 5.6.   Persons Deemed Securityholders..............................29
  Section 5.7.   Access to List of Securityholders' Names and Addresses......29
  Section 5.8.   Maintenance of Office or Agency.............................29

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  Section 5.9.   Appointment of Paying Agent.................................30
  Section 5.10.  Ownership of Common Securities by Depositor.................30
  Section 5.11.  Book-Entry Trust Preferred Securities Certificates;
                   Common Securities Certificate.............................30
  Section 5.12.  Notices to Clearing Agency..................................31
  Section 5.13.  Definitive Trust Preferred Securities Certificates..........31
  Section 5.14.  Rights of Securityholders...................................32
  Section 5.15.  CUSIP Numbers, International Securities Identification
                   Numbers and Common Codes..................................34

ARTICLE VI Acts of Securityholders; Meetings; Voting.........................35

  Section 6.1.   Limitations on Voting Rights................................35
  Section 6.2.   Notice of Meetings..........................................36
  Section 6.3.   Meetings of Trust Preferred Securityholders.................36
  Section 6.4.   Voting Rights...............................................36
  Section 6.5.   Proxies, etc................................................37
  Section 6.6.   Securityholder Action by Written Consent....................37
  Section 6.7.   Record Date for Voting and Other Purposes...................37
  Section 6.8.   Acts of Securityholders.....................................37
  Section 6.9.   Inspection of Records.......................................38

ARTICLE VII Representations and Warranties...................................39

  Section 7.1.   Representations and Warranties of the Property Trustee and
                   the Delaware Trustee......................................39
  Section 7.2.   Representations and Warranties of Depositor.................40

ARTICLE VIII The Trustees....................................................40

  Section 8.1.   Certain Duties and Responsibilities.........................40
  Section 8.2.   Certain Notices.............................................42
  Section 8.3.   Certain Rights of Property Trustee..........................42
  Section 8.4.   Not Responsible for Recitals or Issuance of Securities......44
  Section 8.5.   May Hold Securities.........................................44
  Section 8.6.   Compensation; Indemnity; Fees...............................44
  Section 8.7.   Corporate Property Trustee Required; Eligibility of
                  Trustees...................................................46
  Section 8.8.   Conflicting Interests.......................................46
  Section 8.9.   Co-Trustees and Separate Trustee............................46
  Section 8.10.  Resignation and Removal; Appointment of Successor...........48
  Section 8.11.  Acceptance of Appointment by Successor......................49
  Section 8.12.  Merger, Conversion, Consolidation or Succession to
                  Business...................................................50
  Section 8.13.  Preferential Collection of Claims Against Depositor or
                  Trust......................................................50
  Section 8.14.  Reports by Property Trustee.................................50
  Section 8.15.  Reports to the Property Trustee.............................51
  Section 8.16.  Evidence of Compliance with Conditions Precedent............51
  Section 8.17.  Number of Trustees..........................................51

<PAGE>

  Section 8.18.  Delegation of Power.........................................52

ARTICLE IX Termination, Liquidation and Merger...............................52

  Section 9.1.   Termination Upon Expiration Date............................52
  Section 9.2.   Early Termination...........................................52
  Section 9.3.   Termination.................................................53
  Section 9.4.   Liquidation.................................................53
  Section 9.5.   Mergers, Consolidations, Amalgamations or Replacements
                  of the Trust...............................................54

ARTICLE X Miscellaneous Provisions...........................................55

  Section 10.1.   Limitation of Rights of Securityholders....................55
  Section 10.2.   Liability of the Common Securityholder.....................56
  Section 10.3.   Amendment..................................................56
  Section 10.4.   Consolidation, Merger, Conveyance, Transfer or Lease.......57
  Section 10.5.   Separability...............................................57
  Section 10.6.   Governing Law..............................................57
  Section 10.7.   Payments Due on Non-Business Day...........................57
  Section 10.8.   Successors.................................................58
  Section 10.9.   Headings...................................................58
  Section 10.10.  Reports, Notices and Demands...............................58
  Section 10.11.  Agreement Not to Petition..................................58
  Section 10.12.  Trust Indenture Act; Conflict with Trust Indenture Act.....59
  Section 10.13.  Acceptance of Terms of Trust Agreement, Guarantee and
                   Indenture.................................................59
  Section 10.14.  Holders are Parties........................................60
  Section 10.15.  Counterparts...............................................60


<PAGE>

     AMENDED AND RESTATED TRUST AGREEMENT, dated as of November 27, 2002,
among (i) MBNA Corporation, a Maryland corporation (including any successors
or assigns, the "Depositor"), (ii) The Bank of New York, a New York banking
corporation, as property trustee (in such capacity, the "Property Trustee"
and, in its separate corporate capacity and not in its capacity as Property
Trustee, the "Bank"), (iii) The Bank of New York (Delaware), a banking
corporation organized under the laws of the State of Delaware, as Delaware
trustee (the "Delaware Trustee"), (iv) Thomas D. Wren, an individual, and John
W. Scheflen, an individual, each of whose address is c/o MBNA Corporation,
1100 North King Street, Wilmington, Delaware19884-2721 (each an
"Administrative Trustee" and collectively the "Administrative Trustees") (the
Property Trustee, the Delaware Trustee and the Administrative Trustees
referred to collectively as the "Trustees") and (v) the several Holders, as
hereinafter defined.

                                  WITNESSETH

     WHEREAS, the Depositor and the Delaware Trustee have heretofore duly
declared and established a statutory trust pursuant to the Delaware Statutory
Trust Act by the entering into that certain Trust Agreement, dated as of
November 4, 1996 (the "Original Trust Agreement"), and by the execution and
filing with the Secretary of State of the State of Delaware of the Certificate
of Trust, filed on November 6, 1996, which was restated by a Restated
Certificate of Trust, filed with the Secretary of State of the State of
Delaware on December 11, 1996, and as further amended by a Certificate of
Amendment to the Certificate of Trust, filed with the Secretary of State on
November __, 2002 and effective on November __, 2002 (as so amended, the
"Certificate of Trust"); and

     WHEREAS, the parties thereto amended and restated the Original Trust
Agreement by entering into the Amended and Restated Trust Agreement of the
Trust, dated as of December 11, 1996 (the "Restated Agreement"); and

     WHEREAS, the Depositor and the Trustees desire to amend and restate the
Restated Agreement in its entirety as set forth herein to provide for, among
other things, (i) the issuance of the Common Securities by the Trust to the
Depositor, (ii) the issuance and sale of the Trust Preferred Securities by the
Trust pursuant to the Underwriting Agreement and (iii) the acquisition by the
Trust from the Depositor of all of the right, title and interest in the
Debentures;

     NOW THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, each party, for the benefit of the other parties
and for the benefit of the Securityholders, hereby amends and restates the
Restated 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:

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                                                                             8

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

     (b) all other terms used herein that are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to
them therein;

     (c) unless the context otherwise requires, any reference to an "Article"
or a "Section" refers to an Article or a Section, as the case may be, of this
Trust Agreement; and

     (d) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Trust Agreement as a whole and not to any
particular Article, Section or other subdivision.

     "Act" has the meaning specified in Section 6.8.

     "Additional Amount" means, with respect to Trust Securities of a given
Liquidation Amount and/or a given period, the amount of Additional Interest
paid by the Depositor on a Like Amount of Debentures for such period.

     "Additional Interest" has the meaning specified in the 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 Trust heretofore
created and continued hereunder 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.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

     "Bank" has the meaning specified in the preamble to this Trust Agreement.

     "Bankruptcy Event" means, with respect to any Person:

     (a) the entry of a decree or order by a court having jurisdiction in the
premises judging such Person as 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

<PAGE>
                                                                             9

     (b) the institution by such Person of proceedings to be adjudicated as
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 as bankrupt, or the taking of
corporate action by such Person in furtherance of any such action.

     "Bankruptcy Laws" has the meaning specified in Section 10.11.

     "Book-Entry Trust Preferred Securities Certificates" means the Trust
Preferred Securities Certificates, ownership and transfers of the beneficial
interests of which shall be made through book entries by a Clearing Agency as
described in Section 5.11.

     "Business Day" means a day other than (a) a Saturday or Sunday, (b) a day
on which banking institutions in the City of New York are authorized or
required by law or executive order to remain closed, or (c) a day on which the
Property Trustee's Corporate Trust Office or the Corporate Trust Office of the
Debenture Trustee is closed for business.

     "Capital Treatment Event" means the reasonable determination by the
Depositor that, as a result of (i) any amendment to, or change (including any
announced proposed change) in, the laws or regulations of the United States or
any political subdivision thereof or therein or other governmental agency or
regulatory authority, or (ii) any official administrative pronouncement or
action or judicial decision interpreting or applying such laws or regulations,
which, in the case of either clause (i) or (ii) is effective or is announced
on or after the date of issuance of the Trust Preferred Securities hereunder,
there is more than an insubstantial risk that the Depositor will not be
entitled to treat an amount equal to the liquidation amount of the Trust
Preferred Securities as "Tier 1 Capital" (or the then equivalent thereof)
under the risk-based capital adequacy guidelines of the Federal Reserve Board,
as then in effect and applicable to the Depositor.

     "Certificate Depository Agreement" means the agreement among the Trust,
the Depositor and The Depository Trust Company, as the initial Clearing
Agency, dated as of the Closing Date, relating to the Trust Securities
Certificates, substantially in the form attached as Exhibit A, as the same may
be amended and supplemented from time to time.

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

     "Change in Investment Company Act Law" shall have the meaning set forth
in the definition of "Investment Company Event."

     "Clearing Agency" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended
that is acting as depositary for the Trust Preferred Securities and in whose
name or in the name of a nominee of that organization shall be registered a
Book-Entry Trust Preferred Securities Certificate and which

<PAGE>
                                                                            10

shall undertake to effect book-entry transfers and pledges of the Trust
Preferred Securities. The Depository Trust Company 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 date of execution and delivery of this Trust
Agreement.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, as
amended, 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 B.

     "Common Security" means an undivided beneficial interest in the assets of
the Trust, having a Liquidation Amount of $25.00 and having the rights
provided therefore in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

     "Common Securityholder" means a Holder of a Common Security.

     "Corporate Trust Office" means (i) when used with respect to the Property
Trustee, the principal office of the Property Trustee located in New York, New
York, and (ii) when used with respect to the Debenture Trustee, the principal
office of the Debenture Trustee located in New York, New York.

     "Debenture Event of Default" means an "Event of Default" as defined in
the Indenture.

     "Debenture Redemption Date" means, with respect to any Debentures to be
redeemed under the Indenture, whether pursuant to a Tax Event, Capital
Treatment Event, Investment Company Event or an optional redemption, the date
fixed for redemption under the Indenture.

     "Debenture Trustee" means The Bank of New York, a New York banking
corporation, as trustee under the Indenture, and any successor trustee
appointed as provided therein.

     "Debentures" means the $206,185,575 aggregate principal amount of the
Depositor's 8.10% Junior Subordinated Debentures, Series E, due 2033 issued
pursuant to the Indenture.

     "Definitive Trust Preferred Securities Certificates" means Trust
Preferred Securities Certificates issued in certificated, fully registered
form as provided in Section 5.13.

<PAGE>
                                                                            11

     "Delaware Statutory Trust Act" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. 3801, et seq., as it may be amended from time to
time.

     "Delaware Trustee" means the Person identified as the "Delaware Trustee"
in the preamble to this Trust Agreement solely in its capacity as Delaware
Trustee of the Trust heretofore created and continued hereunder and not in its
individual capacity, or its successor in interest in such capacity, or any
successor trustee appointed as herein provided.

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

     "Direct Action" has the meaning specified in Section 5.14(c).

     "Distribution Date" has the meaning specified in Section 4.1(a)(i).

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

     "Early Termination Event" has the meaning specified in Section 9.2.

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

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

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

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

     (d) default in the performance, or breach, in any material respect, of
any covenant or warranty of the Trustees in this Trust Agreement (other than a
covenant or warranty a default in the performance or breach of which is dealt
with in clause (b) or (c) above) and continuation of such default or breach
for a period of 90 days after there has been given, by registered or certified
mail, to the defaulting Trustee or Trustees 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

     (e) the occurrence of a Bankruptcy Event with respect to the Property
Trustee and the failure by the Depositor to appoint a successor Property
Trustee within 90 days thereof.

     "Expiration Date" has the meaning specified in Section 9.1.

     "Extension Period" has the meaning specified in Section 4.1(a)(iv).

<PAGE>
                                                                            12

     "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 Board is not existing
and performing the duties now assigned to it, then the body performing such
duties at such time.

     "Guarantee" means the Guarantee Agreement executed and delivered by the
Depositor and The Bank of New York, as trustee, contemporaneously with the
execution and delivery of this Trust Agreement, for the benefit of the Holders
of the Trust Securities, as amended from time to time.

     "Indenture" means the Junior Subordinated Indenture, dated as of December
18, 1996, and the Second Supplemental Indenture, dated as of November 27,
2002, between the Depositor and the Debenture Trustee, as trustee, as amended
or supplemented from time to time.

     "Investment Company" means an investment company as defined in the
Investment Company Act.

     "Investment Company Act" means the Investment Company Act of 1940, as
amended from time to time, or any successor legislation.

     "Investment Company Event" means that the Trust or the Depositor shall
have received an Opinion of Counsel which states that, as a result of the
occurrence of an amendment to, or change (including any announced proposed
change) in, the laws or regulations of the United States or any political
subdivision thereof or therein or any other governmental agency or regulatory
authority (a "Change in Investment Company Act Law"), there is more than an
insubstantial risk that the Trust is or will be considered an Investment
Company which is required to be registered under the Investment Company Act,
which Change in Investment Company Act Law becomes effective on or after the
date of issuance of the Trust Preferred Securities hereunder.

     "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 redemption of Trust Securities,
Trust Securities having a Liquidation Amount equal to the principal amount of
Debentures to be contemporaneously redeemed in accordance with the Indenture
the proceeds of which will be used to pay the Redemption Price of such Trust
Securities, and (b) with respect to a distribution of Debentures to Holders of
Trust Securities in connection with a dissolution or liquidation of the Trust,
Debentures having a principal amount equal to the Liquidation Amount of the
Trust Securities of the Holder to whom such Debentures are distributed.

     "Liquidation Amount" means the stated amount of $25.00 per Trust
Security.

     "Liquidation Date" means the date on which Debentures are to be
distributed to Holders of Trust Securities in connection with a termination
and liquidation of the Trust pursuant to Section 9.4(a).

<PAGE>
                                                                            13

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

     "Officers' Certificate" means a certificate signed by the Chairman, Chief
Executive Officer, President or a Vice President, and by the Treasurer, an
Associate Treasurer, an Assistant Treasurer, the Controller, the Secretary or
an Assistant Secretary, of the Depositor, and delivered to the appropriate
Trustee. One of the officers signing an Officers' Certificate given pursuant
to Section 8.16 shall be the principal executive, financial or accounting
officer of the Depositor. Any Officers' Certificate delivered with respect to
compliance with a condition or covenant provided for in this Trust Agreement
shall include:

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

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

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

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

     "Opinion of Counsel" means a written opinion of counsel experienced in
such matters, who may be counsel for the Trust, the Property Trustee or the
Depositor, and who shall be reasonably acceptable to the Property Trustee.

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

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

     (a) Trust Securities theretofore cancelled by the Securities Registrar or
delivered to the Securities Registrar for cancellation;

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

     (c) Trust Securities which have been paid or in exchange for or in lieu
of which other Trust Securities have been executed and delivered pursuant to
this Trust Agreement, including 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 have given
any request, demand, authorization,

<PAGE>
                                                                            14

direction, notice, consent or waiver hereunder, Trust Preferred Securities
owned by the Depositor, any Trustee or any Affiliate of the Depositor or any
Trustee shall be disregarded and deemed not to be Outstanding, except that (a)
in determining whether any Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Trust Preferred Securities that such 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 are owned by the Depositor,
one or more of the Trustees and/or any such Affiliate. Trust Preferred
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the
Administrative Trustees the pledgee's right so to act with respect to such
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 a Book-Entry
Trust Preferred Securities Certificate as reflected in the records of the
Clearing Agency or, if a Clearing Agency Participant is not the beneficial
owner, then as reflected in the records of a Person maintaining an account
with such Clearing Agency (directly or indirectly, in accordance with the
rules of such Clearing Agency).

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

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

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

     "Property Trustee" means the Person identified as the "Property Trustee"
in the preamble to this Trust Agreement solely in its capacity as Property
Trustee of the Trust heretofore created and continued hereunder and not in its
individual capacity, or its successor in interest in such capacity, or any
successor property trustee appointed as herein provided.

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

     "Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the Redemption Date, plus the related amount of the premium,
if any, paid by the Depositor upon the concurrent redemption of a Like Amount
of Debentures, allocated on a pro rata basis (based on Liquidation Amounts)
among the Trust Securities.

     "Relevant Trustee" shall have the meaning specified in Section 8.10.

<PAGE>
                                                                            15

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

     "Securityholder" or "Holder" means a Person in whose name a Trust
Security or Trust Securities is registered in the Securities Register; any
such Person shall be a beneficial owner within the meaning of the Delaware
Statutory Trust Act; provided, however, that in determining whether the
Holders of the requisite amount of Trust Preferred Securities have voted on
any matter provided for in this Trust Agreement, then for the purpose of any
such determination, so long as Definitive Trust Preferred Securities
Certificates have not been issued, the term Securityholders or Holders as used
herein shall refer to the Owners.

     "Successor Securities" shall have the meaning specified in Section 9.5.

     "Tax Event" means the receipt by the Trust or the Depositor of an Opinion
of Counsel to the effect that, as a result of (i) any amendment to, or change
(including any announced proposed change) in, the laws or regulations of the
United States or any political subdivision or taxing authority thereof or
therein, or (ii) any official administrative pronouncement or action or
judicial decision interpreting or applying such laws or regulations, which
change or amendment is enacted or becomes effective, or which proposed change,
pronouncement, action or decision is announced or occurs, on or after the date
of issuance of the Trust Preferred Securities hereunder, there is more than an
insubstantial risk that (A) the Trust is, or within 90 days after the date of
such Opinion of Counsel will be, subject to United States federal income tax
with respect to interest accrued or received on the Debentures, (B) interest
payable by the Depositor on the Debentures is not, or within 90 days after the
date of such Opinion of Counsel, will not be, deductible by the Depositor, in
whole or in part, for United States federal income tax purposes or (C) the
Trust is, or within 90 days after the date of such Opinion of Counsel will be,
subject to more than a de minimis amount of other taxes, duties or other
governmental charges.

     "Trust" means the Delaware statutory trust heretofore created and
continued hereby and identified on the cover page to 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 hereto 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 Security" means an undivided beneficial interest in the
assets of the Trust, having a Liquidation Amount of $25.00 and having the
rights provided therefor in this Trust Agreement, including the right to
receive Distributions and a Liquidation Distribution as provided herein.

<PAGE>
                                                                            16

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

     "Trust Preferred Securityholder" means a Holder of a Trust Preferred
Security.

     "Trust Property" means (a) the Debentures, (b) any cash on deposit in, or
owing to, the Payment Account and (c) all proceeds and rights in respect of
the foregoing.

     "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.

     "Trustees" means, collectively, the Property Trustee, the Delaware
Trustee and the Administrative Trustees.

     "Underwriting Agreement" means the Pricing Agreement, dated as of
November 21, 2002 among the Trust, the Depositor and Salomon Smith Barney
Inc., as representative of the underwriters named therein, incorporating the
Underwriting Agreement dated November 21, 2002.

                                  ARTICLE II

                           CONTINUATION OF THE TRUST

     Section 2.1. Name.

     The Trust continued hereby shall be known as "MBNA Capital E," as such
name may be modified from time to time by the Administrative Trustees
following written notice to the Holders of Trust Securities and the other
Trustees, in which name the Trustees engage in the transactions contemplated
hereby, make and execute contracts and other instruments on behalf of the
Trust and sue and be sued.

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

     The address of the Delaware Trustee in the State of Delaware is c/o The
Bank of New York (Delaware), White Clay Center, Route 273, Newark, Delaware
19711, Attention: Corporate Trust Department or such other address in the
State of Delaware as the Delaware Trustee may designate by written notice to
the Securityholders and the Depositor. The principal executive office of the
Trust is c/o MBNA Corporation, 1100 North King Street, Wilmington, Delaware
19884-2721.

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                                                                            17

     Section 2.3. Initial Contribution of Trust Property; Organizational
Expenses.

     The Property Trustee acknowledges receipt in trust 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 Trust as they arise or shall, upon request of any Trustee,
promptly reimburse such Trustee for any such expenses paid by such Trustee.
The Depositor shall make no claim upon the Trust Property for the payment of
such expenses.

     Section 2.4. Issuance of the Trust Preferred Securities.

     As of November 21, 2002, the Depositor, on behalf of the Trust and
pursuant to the Original Trust Agreement, executed and delivered the
Underwriting Agreement. Contemporaneously with the execution and delivery of
this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Section 5.2 and deliver to the Underwriters named
in the Underwriting Agreement Trust Preferred Securities Certificates,
registered in the name of the nominee of the initial Clearing Agency, in an
aggregate amount of 8,000,000 Trust Preferred Securities having an aggregate
Liquidation Amount of $200,000,000, against receipt of an aggregate purchase
price of such Trust Preferred Securities of $200,000,000, which amount such
Administrative Trustee shall promptly deliver to the Property Trustee.

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

     Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in
accordance with Section 5.2 and deliver to the Depositor Common Securities
Certificates, registered in the name of the Depositor, in an aggregate amount
of 247,423 Common Securities having an aggregate Liquidation Amount of
$6,185,575 against payment by the Depositor of an aggregate purchase price
therefor of $6,185,575 which amount such Administrative Trustee shall promptly
deliver to the Property Trustee. Contemporaneously therewith, an
Administrative Trustee, on behalf of the Trust, shall subscribe to and
purchase from the Depositor Debentures, registered in the name of the Trust
and having an aggregate principal amount equal to $206,185,575 and, in
satisfaction of the purchase price for such Debentures, the Property Trustee,
on behalf of the Trust, shall deliver to the Depositor the sum of $206,185,575
(being the sum of the amounts delivered to the Property Trustee pursuant to
(i) the second sentence of Section 2.4 and (ii) the first sentence of this
Section 2.5).

     Section 2.6. Declaration of Trust.

     The exclusive purposes and functions of the Trust are (a) to issue and
sell Trust Securities, (b) to use the proceeds from such sale to acquire the
Debentures and (c) to engage in those activities necessary or incidental
thereto. The Depositor hereby appoints the Trustees as trustees of the Trust,
to have all the rights, powers and duties to the extent set forth herein, and
the Trustees hereby accept such appointment. The Property Trustee hereby
declares that it will hold the Trust Property in trust upon and subject to the
conditions set forth herein for the benefit of the Trust and the
Securityholders. The Administrative Trustees shall have all rights, powers

<PAGE>
                                                                            18

and duties set forth herein and in accordance with applicable law with respect
to accomplishing the purposes of the Trust. The Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of
the duties and responsibilities, of the Property Trustee or the Administrative
Trustees set forth herein. The Delaware Trustee shall be one of the Trustees
of the Trust for the sole and limited purpose of fulfilling the requirements
of Section 3807 of the Delaware Statutory Trust Act.

     Section 2.7. Authorization to Enter into Certain Transactions.

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

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

               (A) the issuance and sale of the Trust Securities;

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

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

               (D) assisting in the listing, if any, of the Trust Preferred
          Securities upon such national or international securities exchange
          or exchanges or automated quotation system or systems as shall be
          determined by the Depositor and the registration of the Trust
          Preferred Securities under the Securities Exchange Act of 1934, as
          amended, and the preparation and filing of all periodic and other
          reports and other documents pursuant to the foregoing;

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

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

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

<PAGE>
                                                                            19

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

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

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

               (A) the establishment of the Payment Account;

               (B) the receipt of the Debentures;

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

               (D) the distribution through the Paying Agent of amounts owed
          to the Securityholders in respect of the Trust Securities;

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

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

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

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

               (I) after an Event of Default (other than under paragraph (b),
          (c), (d) or (e) of the definition of such term if such Event of
          Default is by or with respect to the Property Trustee) the taking of
          any action incidental to the foregoing as the Property Trustee may
          from time to time determine is necessary or advisable to give effect
          to the terms of this Trust Agreement and protect and conserve the
          Trust Property for the benefit of the Securityholders (without
          consideration of the effect of any such action on any particular
          Securityholder); and

               (J) 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).

<PAGE>
                                                                            20

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

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

          (i) the preparation and filing by the Trust with the Commission and
     the execution on behalf of the 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 which must be taken by or on behalf of the Trust, and the advice
     to the Trustees of actions they must take on behalf of the Trust, and the
     preparation for execution and filing of any documents to be executed and
     filed by the Trust or on behalf of the Trust, as the Depositor deems
     necessary or advisable in order to comply with the applicable laws of any
     such states;

          (iii) the preparation for filing by the Trust and execution on
     behalf of the Trust of an application to the New York Stock Exchange or
     any other national or international 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 notifications and documents as may
     be necessary from time to time to maintain such listing;

<PAGE>
                                                                            21

          (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 Trust and
to operate the Trust so that the Trust will not be deemed to be an "investment
company" required to be registered under the Investment Company Act, or fail
to be classified as a grantor trust for United States federal income tax
purposes and so that the Debentures will be treated as indebtedness of the
Depositor for United States federal income tax purposes. In this connection,
the Depositor and the Administrative Trustees are authorized to take any
action, not inconsistent with applicable law, the Certificate of Trust or this
Trust Agreement, that each of the Depositor and any Administrative Trustee
determines in its discretion to be necessary or desirable for such purposes,
as long as such action does not adversely affect in any material respect the
interests of the Holders of the Trust Preferred Securities.

     Section 2.8. Assets of Trust.

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

     Section 2.9. Title to Trust Property.

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

                                 ARTICLE III

                                PAYMENT ACCOUNT

     Section 3.1. Payment Account.

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

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

<PAGE>
                                                                            22

                                  ARTICLE IV

                           DISTRIBUTIONS; REDEMPTION

     Section 4.1. Distributions.

     (a) The Trust Securities represent undivided beneficial ownership
interests in the Trust Property, and Distributions (including of Additional
Amounts) will be made on the Trust Securities at the rate and on the dates
that payments of interest (including of Additional Interest, as defined in the
Indenture) are made on the Debentures. Accordingly:

          (i) Distributions on the Trust Securities shall be cumulative, and
     will accumulate whether or not there are funds of the Trust available for
     the payment of Distributions. Distributions shall accrue from November
     27, 2002, and, except in the event (and to the extent) that the Depositor
     exercises its right to defer the payment of interest on the Debentures
     pursuant to the Indenture, shall be payable quarterly in arrears on
     February 15, May 15, August 15 and November 15 of each year, commencing
     on February 15, 2003. If any date on which a Distribution is otherwise
     payable on the Trust Securities is not a Business Day, then the payment
     of such Distribution shall be made on the next succeeding day that is a
     Business Day (and without any interest or other payment in respect of any
     such delay) except that, if such Business Day is in the next succeeding
     calendar year, payment of such Distribution shall be made on the
     immediately preceding Business Day, in each case with the same force and
     effect as if made on such date (each date on which Distributions are
     payable in accordance with this Section 4.1(a), a "Distribution Date").

          (ii) Assuming payments of interest on the Debentures are made when
     due (and before giving effect to Additional Amounts, if applicable),
     Distributions on the Trust Securities shall be payable at the rate of
     8.10% per annum on the Liquidation Amount of the Trust Securities. The
     amount of Distributions shall be computed on the basis of a 360-day year
     of twelve 30-day months. The amount of Distributions payable for any
     partial period shall be computed on the basis of the actual number of
     days elapsed in that period. The amount of Distributions payable for any
     period shall include the Additional Amounts, if any.

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

          (iv) The Depositor, as issuer of the Debentures, has the right under
     the Indenture to defer payments of interest by extending the interest
     payment period at any time and from time to time on the Debentures for a
     period not exceeding 20 consecutive quarterly periods (each an "Extension
     Period"), during which Extension Period no interest shall be due and
     payable on the Debentures, provided that no Extension Period shall end on
     a day other than an interest payment date for the Debentures or shall
     extend beyond the date of maturity of the Debentures. As a consequence of
     any Extension

<PAGE>
                                                                            23

     Period, Distributions will also be deferred. During any Extension Period,
     quarterly Distributions will continue to accrue with interest thereon (to
     the extent permitted by applicable law) at a rate of 8.10% per annum
     compounded quarterly during any such Extension Period. At the end of the
     Extension Period, all accrued and unpaid Distributions (but only to the
     extent payments are made in respect of the Debentures held by the
     Debenture Trustee and to the extent the Debenture Trustee has funds
     available therefor) will be payable to the Holders of the Securities in
     whose names the Securities are registered in the Securities Register on
     the record date relating to the Distribution Date on which the Extension
     Period ends. Prior to the termination of any such Extension Period, the
     Depositor may further defer payments of interest by further extending
     such Extension Period; provided that such Extension Period together with
     all such previous and further extensions within such Extension Period may
     not exceed 20 consecutive quarterly periods or extend beyond the maturity
     date of the Debentures. Upon the termination of any Extension Period and
     the payment of all amounts then due, the Depositor may commence a new
     Extension Period, subject to the above requirements.

     (b) Distributions on the Trust Securities with respect to a Distribution
Date shall be payable to the Holders thereof as they appear on the Securities
Register for the Trust Securities on the relevant record date, which shall be
one Business Day prior to such Distribution Date; provided, however, that in
the event that the Trust Preferred Securities do not remain in book-entry-only
form, the relevant record date shall be the first day of the month of the
relevant Distribution Date (whether or not such record date is a Business
Day).

     Section 4.2. Redemption.

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

     (b) Notice of redemption shall be given by the Property Trustee by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60
days prior to the Redemption Date to each Holder of Trust Securities to be
redeemed, at such Holder's address appearing in the Security Register. All
notices of redemption shall state:

          (i) the Redemption Date;

          (ii) the Redemption Price;

          (iii) the CUSIP number, International Securities Identification
     Number and Common Code as applicable;

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

          (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 accrue on and after said date; and

<PAGE>
                                                                            24

          (vi) if the Trust Preferred Securities are no longer in
     book-entry-only form, the place and address where the Holders shall
     surrender their Trust Preferred Securities Certificates.

     (c) The Trust Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the proceeds from the contemporaneous
redemption or payment at stated maturity of Debentures. 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 Trust has funds then on hand
and available in the Payment Account for the payment of such Redemption Price.

     (d) If the Property Trustee gives a notice of redemption in respect of
any 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, so
long as the Trust Preferred Securities are in book-entry-only form,
irrevocably deposit with the Clearing Agency for the Trust Preferred
Securities 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 Owners thereof. If the Trust Preferred Securities are
no longer in book-entry-only form, the Property Trustee, subject to Section
4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay
the applicable Redemption Price and will give the Paying Agent irrevocable
instructions and authority to pay the Redemption Price to the Holders thereof
upon surrender of their 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 Securityholders holding Trust Securities so called for redemption
will cease, except the right of such Securityholders to receive the Redemption
Price and any Distribution payable on or prior to the Redemption Date, but
without interest thereon, and such Trust Securities will cease to be
outstanding. In the event that any date on which any Redemption Price is
payable is not a Business Day, then payment of the Redemption Price payable on
such date will be made on the next succeeding day that is a Business Day (and
without any interest or other payment in respect of any such delay), except
that, if such Business Day falls in the next calendar year, such payment will
be made on the immediately preceding Business Day, in each case, with the same
force and effect as if made on such date. In the event that payment of the
Redemption Price in respect of any Trust Securities called for redemption is
improperly withheld or refused and not paid either by the Trust or by the
Depositor pursuant to the Guarantee, Distributions on such Trust Securities
will continue to accrue, at the then applicable rate, from the Redemption Date
originally established by the Trust for such Trust Securities to the date such
Redemption Price is actually paid, in which case the actual payment date will
be the date fixed for redemption for purposes of calculating the Redemption
Price.

     (e) Payment of the Redemption Price on the Trust Securities shall be made
to the recordholders thereof as they appear on the Securities Register for the
Trust Securities on the relevant record date, which shall be one Business Day
prior to the relevant Redemption Date; provided, however, that in the event
that the Trust Preferred Securities do not remain in book-entry-only form, the
relevant record date shall be the date fifteen days prior to the relevant
Redemption Date.

<PAGE>
                                                                            25

     (f) Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Common Securities and
the Trust Preferred Securities. The particular Trust Preferred Securities to
be redeemed shall be selected on a pro rata basis (based upon Liquidation
Amounts) not more than 60 days prior to the Redemption Date (i) if the Trust
Preferred Securities are then represented by Book-Entry Trust Preferred
Securities Certificates, by the Clearing Agency in accordance with its
procedures or (ii) if the Trust Preferred Securities are then represented by
Definitive Trust Preferred Securities Certificates, by the Property Trustee
from the Outstanding Trust Preferred Securities not previously called for
redemption, by such method (including, without limitation, by lot) as the
Property Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to $25.00 or an integral multiple
of $25.00 in excess thereof) of the Liquidation Amount of Trust Preferred
Securities of a denomination larger than $25.00. The Property Trustee shall
promptly notify the Security Registrar in writing of the Trust Preferred
Securities selected for redemption and, in the case of any Trust Preferred
Securities selected for partial redemption, the Liquidation Amount thereof to
be redeemed. For all purposes of this Trust Agreement, unless the context
otherwise requires, all provisions relating to the redemption of Trust
Preferred Securities shall relate, in the case of any Trust Preferred
Securities redeemed or to be redeemed only in part, to the portion of the
Liquidation Amount of Trust Preferred Securities that has been or is to be
redeemed. The Trust may not redeem fewer than all the Outstanding Trust
Preferred Securities unless all accrued and unpaid Distributions have been
paid on all Trust Preferred Securities for all Distribution Dates terminating
on or before the date of redemption.

     Section 4.3. Subordination of Common Securities.

     (a) Payment of Distributions (including Additional Amounts, if
applicable) on, and the Redemption Price of, the Trust Securities, as
applicable, shall be made, subject to Section 4.2(f), pro rata among the
Common Securities and the Trust Preferred Securities based on the Liquidation
Amount of the Trust Securities; provided, however, that if on any Distribution
Date or Redemption Date any Event of Default resulting from a Debenture Event
of Default shall have occurred and be continuing, no payment of any
Distribution (including Additional Amounts, if applicable) on, or Redemption
Price of, any Common Security, and no other payment on account of the
redemption, liquidation or other acquisition of Common Securities, shall be
made unless payment in full in cash of all accumulated and unpaid
Distributions (including Additional Amounts, if applicable) on all Outstanding
Trust Preferred Securities for all Distribution periods terminating on or
prior thereto, or in the case of payment of the Redemption Price the full
amount of such Redemption Price on all Outstanding Trust Preferred Securities
then called for redemption, shall have been made or provided for, and all
funds immediately available to the Property Trustee shall first be applied to
the payment in full in cash of all Distributions (including Additional
Amounts, if applicable) on, or the Redemption Price of, Trust Preferred
Securities then due and payable.

     (b) In the case of the occurrence of any Event of Default resulting from
any Debenture Event of Default, the Holder of Common Securities will be deemed
to have waived any right to act with respect to any such Event of Default
under this Trust Agreement until the effect of all such Events of Default with
respect to the Trust Preferred Securities have been

<PAGE>
                                                                            26

cured, waived or otherwise eliminated. Until any such Event of Default under
this Trust Agreement with respect to the Trust Preferred Securities has 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 the
Holder 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 Distributions (including Additional Amounts, if applicable)
in respect of the Trust Preferred Securities shall be made by check mailed to
the address of the Person entitled thereto as such address shall appear on the
Securities Register or, if the Trust Preferred Securities are held by a
Clearing Agency, such Distributions shall be made to the Clearing Agency in
immediately available funds, which shall credit the relevant Persons' accounts
at such Clearing Agency on the applicable Distribution Dates. Payments in
respect of the Common Securities shall be made in such manner as shall be
mutually agreed in writing between the Property Trustee and the Common
Securityholder.

     Section 4.5. Tax Returns and Reports.

     The Administrative Trustees shall prepare (or cause to be prepared), at
the Depositor's expense, and file all United States federal, state and local
tax and information returns and reports required to be filed by or in respect
of the Trust. In this regard, the Administrative Trustees shall (a) prepare
and file (or cause to be prepared and filed) the appropriate Internal Revenue
Service form required to be filed in respect of the Trust in each taxable year
of the Trust and (b) prepare and furnish (or cause to be prepared and
furnished) to each Securityholder the appropriate Internal Revenue Service
form and the information required to be provided on such form. The
Administrative Trustees shall provide the Depositor and the Property Trustee
with a copy of all such returns and reports promptly after such filing or
furnishing. The Trustees shall comply with United States federal withholding
and backup withholding tax laws and information reporting requirements with
respect to any payments to Securityholders under the Trust Securities.

     Section 4.6. Payment of Expenses of the Trust.

     (a) Pursuant to Section 10.6 of the Indenture, the Depositor, as
borrower, has agreed to pay to the Trust, and reimburse the Trust for, the
full amount of any costs, expenses or liabilities of the Trust (other than
obligations of the Trust to pay the holders of any Trust Securities or other
similar interests in the Trust the amounts due such Holders pursuant to the
terms of the Trust 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 United States withholding taxes)
imposed on the Trust by the United States or any other taxing authority. Such
payment obligation includes any such costs, expenses or liabilities of the
Trust that are required by applicable law to be satisfied in connection with a
termination of such Trust.

     (b) Upon receipt by the Trust of the amounts described in subsection
4.6(a), the Trust shall promptly pay any taxes, duties or other governmental
charges of whatever nature (other

<PAGE>
                                                                            27

than United States withholding taxes) imposed on the Trust by the United
States or any other taxing authority.

     Section 4.7. Payments under Indenture or Pursuant to Direct Actions.

     Any amount payable hereunder to any Holder of Trust Preferred Securities
shall be reduced by the amount of any corresponding payment such Holder (or an
Owner with respect to the Holder's Trust Preferred Securities) has directly
received pursuant to Section 5.8 of the Indenture or Section 5.14 of this
Trust Agreement.

                                  ARTICLE V

                         TRUST SECURITIES CERTIFICATES

     Section 5.1. Initial Ownership.

     Upon the creation of the Trust and the contribution by the Depositor
referred to in Section 2.3 and until the issuance of the Trust Securities, and
at any time during which no Trust Securities are outstanding, the Depositor
shall be the sole beneficial owner of the Trust.

     Section 5.2. The Trust Securities Certificates.

     The Trust Preferred Securities Certificates shall be issued in minimum
denominations of $25.00 Liquidation Amount and integral multiples thereof, and
the Common Securities Certificates shall be issued in denominations of $25.00
Liquidation Amount and integral multiples thereof. The Trust Securities
Certificates shall be executed on behalf of the Trust by manual or facsimile
signature of at least one Administrative Trustee and, if executed on behalf of
the Trust by facsimile, countersigned by a transfer agent or its agent. The
Trust Preferred Securities Certificates shall be authenticated by the Property
Trustee by manual or facsimile signature of an authorized signatory thereof
and, if executed by such authorized signatory of the Property Trustee by
facsimile, countersigned by a transfer agent or its agent. Trust Securities
Certificates bearing the manual signatures of individuals who were, at the
time when such signatures shall have been affixed, authorized to sign on
behalf of the Trust or the Property Trustee or, if executed on behalf of the
Trust or the Property Trustee by facsimile, countersigned by a transfer agent
or its agent, shall be validly issued and entitled to the benefits of this
Trust Agreement, notwithstanding that such individuals or any of them shall
have ceased to be so authorized prior to the delivery of such Trust Securities
Certificates or did not hold such offices at the date of delivery of such
Trust Securities Certificates. A transferee of a Trust Securities Certificate
shall become a Securityholder, and shall be entitled to the rights and subject
to the obligations of a Securityholder hereunder, upon due registration of
such Trust Securities Certificate in such transferee's name pursuant to
Sections 5.4, 5.11 and 5.13.

     Section 5.3. Execution and Delivery of Trust Securities Certificates.

         On the Closing Date, the Administrative Trustees shall cause Trust
Securities Certificates, in an aggregate Liquidation Amount as provided in
Sections 2.4 and 2.5, to be executed on behalf of the Trust and delivered to
or upon the written order of the Depositor,

<PAGE>
                                                                            28

signed by its chairman of the board, its chief executive officer, its
president, any executive vice president or any vice president, treasurer or
assistant treasurer or controller without further corporate action by the
Depositor, in authorized denominations.

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

     The Depositor shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 5.8, a register or registers for the purpose of
registering Trust Securities Certificates and transfers and exchanges of Trust
Preferred Securities Certificates (the "Securities Register") in which the
transfer agent and registrar designated by the Depositor (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 Bank shall be
the initial Securities Registrar.

     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 Trust (and if executed on behalf of the Trust by a facsimile signature,
such certificate shall be countersigned by a transfer agent or its agent) 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. The Securities Registrar shall not be
required to register the transfer of any Trust Preferred Securities that have
been called for redemption during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption and
ending at the close of business on the day of such mailing.

     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.

     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 cancelled 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.

<PAGE>
                                                                            29

     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 bona fide
purchaser, the Administrative Trustees, or any one of them, on behalf of the
Trust shall execute by manual or facsimile signature and, if executed on
behalf of the Trust by facsimile signature, such certificate shall be
countersigned by a transfer agent, and make available for delivery, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust
Securities Certificate, a new Trust Securities Certificate of like class,
tenor and denomination. In connection with the issuance of any new Trust
Securities Certificate under this Section, the Administrative Trustees or the
Securities Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection therewith.
Any duplicate Trust Securities Certificate issued pursuant to this Section
shall constitute conclusive evidence of an undivided beneficial interest in
the Trust Property, as if originally issued, whether or not the lost, stolen
or destroyed Trust Securities Certificate shall be found at any time.

     Section 5.6. Persons Deemed Securityholders.

     The Trustees or the Securities Registrar shall treat the Person in whose
name any Trust Securities Certificate shall be registered in the Securities
Register as the owner of such Trust Securities Certificate for the purpose of
receiving Distributions and for all other purposes whatsoever, and neither the
Trustees nor the Securities Registrar shall be bound by any notice to the
contrary.

     Section 5.7. Access to List of Securityholders' Names and Addresses.

     Each Holder and each Owner shall be deemed to have agreed not to hold the
Depositor, the Property Trustee or the Administrative Trustees accountable by
reason of the disclosure of its name and address, regardless of the source
from which such information was derived.

     Section 5.8. Maintenance of Office or Agency.

     The Administrative Trustees shall maintain an office or offices or agency
or agencies where Trust Preferred Securities Certificates may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Trustees in respect of the Trust Securities Certificates may be
served. The Administrative Trustees initially designate The Bank of New York,
101 Barclay Street, Floor 21 West, New York, New York 10286 Attn: Corporate
Trust Administration, as its principal corporate trust office for such
purposes. The Administrative Trustees shall give prompt written notice to the
Depositor, the Property Trustee and to the Securityholders of any change in
the location of the Securities Register or any such office or agency.

<PAGE>
                                                                            30

     Section 5.9. Appointment of Paying Agent.

     The Paying Agent shall make Distributions to Securityholders from the
Payment Account and shall report the amounts of such Distributions to the
Property Trustee and the Administrative Trustees. Any Paying Agent shall have
the revocable power to withdraw funds from the Payment Account for the purpose
of making the Distributions referred to above. The Administrative Trustees may
revoke such power and remove the Paying Agent if such Trustees determine in
their sole discretion that the Paying Agent shall have failed to perform its
obligations under this Trust Agreement in any material respect. The Paying
Agent shall initially be the Bank, and any co-paying agent chosen by the Bank,
and acceptable to the Administrative Trustees and the Depositor. Any Person
acting as Paying Agent shall be permitted to resign as Paying Agent upon 30
days' written notice to the Administrative Trustees, the Property Trustee and
the Depositor. In the event that the Bank shall no longer be the Paying Agent
or a successor Paying Agent shall resign or its authority to act be revoked,
the Administrative Trustees shall appoint a successor that is acceptable to
the Property Trustee and the Depositor to act as Paying Agent (which shall be
a bank or trust company). The Administrative Trustees shall cause such
successor Paying Agent or any additional Paying Agent appointed by the
Administrative Trustees to execute and deliver to the Trustees an instrument
in which such successor Paying Agent or additional Paying Agent shall agree
with the Trustees that as Paying Agent, such successor Paying Agent or
additional Paying Agent will hold all sums, if any, held by it for payment to
the Securityholders in trust for the benefit of the Securityholders entitled
thereto until such sums shall be paid to such Securityholders. The Paying
Agent shall return all unclaimed funds to the Property Trustee and upon
resignation or removal of a Paying Agent such Paying Agent shall also return
all funds in its possession to the Property Trustee. The provisions of
Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as
Paying Agent, for so long as the Bank shall act as Paying Agent and, to the
extent applicable, to any other paying agent appointed hereunder, and any
Paying Agent shall be bound by the requirements with respect to paying agents
of securities issued pursuant to the Trust Indenture Act. 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.

     On the Closing Date, the Depositor shall acquire and retain beneficial
and record ownership of the Common Securities. To the fullest extent permitted
by law, other than a transfer in connection with a consolidation or merger of
the Depositor into another Person, or any conveyance, transfer or lease by the
Depositor of its properties and assets substantially as an entirety to any
Person, pursuant to Section 8.1 of the Indenture, any attempted transfer of
the Common Securities shall be void. The Administrative Trustees shall cause
each Common Securities Certificate issued to the Depositor to contain a legend
stating "THIS CERTIFICATE IS NOT TRANSFERABLE TO ANY PERSON OTHER THAN AS SET
FORTH IN THE TRUST AGREEMENT".

     Section 5.11. Book-Entry Trust Preferred Securities Certificates; Common
Securities Certificate.

     (a) The Trust Preferred Securities Certificates, upon original issuance,
will be issued in the form of a Trust Preferred Securities Certificate or
Certificates representing Book-Entry

<PAGE>
                                                                            31
Trust Preferred Securities Certificates, to be delivered to The Depository
Trust Company, the initial Clearing Agency, by, or on behalf of, the Trust.
Such Trust Preferred Securities Certificate or Certificates shall initially be
registered on the Securities Register in the name of Cede & Co., the nominee
of the initial Clearing Agency, and no Owner will receive a Definitive Trust
Preferred Securities Certificate representing such Owner's interest in such
Trust Preferred Securities, except as provided in Section 5.13. Unless and
until Definitive Trust Preferred Securities Certificates have been issued to
Owners pursuant to Section 5.13:

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

          (ii) the Securities Registrar and the Trustees shall be entitled to
     deal with the Clearing Agency 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;

          (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 5.13, 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.

     (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 5.12. Notices to Clearing Agency.

     To the extent that a notice or other communication to the Owners is
required under this Trust Agreement, unless and until Definitive Trust
Preferred Securities Certificates shall have been issued to Owners pursuant to
Section 5.13, the Trustees shall give all such notices and communications
specified herein to be given to Owners to the Clearing Agency, and shall have
no obligations to the Owners.

     Section 5.13. Definitive Trust Preferred Securities Certificates.

     If (a) the Depositor or the Clearing Agency advises the Trustees in
writing that the Clearing Agency is no longer willing or able to properly
discharge its responsibilities with respect to the Trust Preferred Securities
Certificates, and the Depositor is unable to locate a

<PAGE>
                                                                            32

qualified successor within 90 days, (b) at anytime the Clearing Agency ceases
to be a clearing agency registered under the Securities Exchange Act of 1934,
as amended, at a time when the Clearing Agency is required to be so registered
to act as such depositary, (c) the Depositor at its option advises the
Administrative Trustees in writing that it elects to terminate the book-entry
system through the Clearing Agency or (d) after the occurrence and continuance
of a Debenture Event of Default, then the Administrative Trustees shall notify
other 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 or, if executed on behalf of the Trust by facsimile, countersigned by a
transfer agent or its agent. Neither the Securities Registrar nor the Trustees
shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Trust Preferred Securities Certificates, the
Trustees shall recognize the Holders of the Definitive Trust Preferred
Securities Certificates as Securityholders. The Definitive Trust Preferred
Securities Certificates shall be 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 5.14. Rights of Securityholders.

     (a) The legal title to the Trust Property is vested exclusively in the
Property Trustee (in its capacity as such) in accordance with Section 2.9, and
the Securityholders shall not have any right or title therein other than the
undivided beneficial ownership interest in the assets of the Trust conferred
by their Trust Securities and they shall have no right to call for any
partition or division of property, profits or rights of the Trust except as
described below. The Trust Securities shall be personal property giving only
the rights specifically set forth therein and in this Trust Agreement. The
Trust Preferred Securities shall have no preemptive or similar rights and when
issued and delivered to Trust Preferred Securityholders against payment of the
purchase price therefor will be fully paid and nonassessable undivided
beneficial interests in the assets of the Trust. The Common Securities shall
have no preemptive or similar rights and when issued and delivered to Common
Securityholders against payment of the purchase price therefor will be fully
paid, undivided beneficial interests in the assets of the Trust. The Holders
of the Trust Securities, in their capacities as such, shall be entitled to the
same limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the
State of Delaware.

     (b) For so long as any Trust Preferred Securities remain Outstanding, if,
upon a Debenture Event of Default, the Debenture Trustee fails or the holders
of not less than 25% in principal amount of the outstanding Debentures fail to
declare the principal of all of the

<PAGE>
                                                                            33

Debentures to be immediately due and payable, the Holders of at least 25% in
Liquidation Amount of the Trust Preferred Securities then Outstanding shall
have such right by a notice in writing to the Depositor and the Debenture
Trustee; and upon any such declaration such principal amount of and the
accrued interest on all of the Debentures shall become immediately due and
payable as set forth in the Indenture, provided that the payment of principal,
premium and interest on such Debentures shall remain subordinated to the
extent provided in the Indenture.

     At any time after such a declaration of acceleration with respect to the
Debentures has been made and before a judgment or decree for payment of the
money due has been obtained by the Debenture Trustee as in the Indenture
provided, the Holders of a majority in Liquidation Amount of the Trust
Preferred Securities, by written notice to the Property Trustee, the Depositor
and the Debenture Trustee, may rescind and annul such declaration and its
consequences if:

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

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

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

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

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

     The Holders of a majority in aggregate Liquidation Amount of the Trust
Preferred Securities may, on behalf of the Holders of all the Trust Preferred
Securities, waive any past default under the Indenture, except a default in
the payment of principal, premium or interest (unless all Events of Default
with respect to the Debenture Events of Default, other than the non-payment of
the principal of the Debentures which has become due solely by such
acceleration, have been cured or annulled as provided in Section 5.3 of the
Indenture and the Depositor has paid or deposited with the Debenture Trustee a
sum sufficient to pay all overdue installments of interest (including any
Additional Interest) on the Debentures, the principal of (and premium, if any,
on) any Debentures which have become due otherwise than by such declaration of
acceleration and interest thereon at the rate borne by the Debentures, and all
sums paid or advanced by the Debenture Trustee under the Indenture and the
reasonable compensation, expenses, disbursements and advances of the Debenture
Trustee and the Property Trustee, their agents and counsel) or a default in
respect of a covenant or provision which under the Indenture

<PAGE>
                                                                            34

cannot be modified or amended without the consent of the holder of each
outstanding Debenture. No such rescission shall affect any subsequent default
or impair any right consequent thereon.

     Upon receipt by the Property Trustee of written notice declaring such an
acceleration, or rescission and annulment thereof, by Holders of the Trust
Preferred Securities all or part of which is represented by Book-Entry Trust
Preferred Securities Certificates, a record date shall be established for
determining Holders of Outstanding Trust Preferred Securities entitled to join
in such notice, which record date shall be at the close of business on the day
the Property Trustee receives such notice. The Holders of Outstanding Trust
Preferred Securities on such record date, or their duly designated proxies,
and only such Persons, shall be entitled to join in such notice, whether or
not such Holders remain Holders after such record date; provided, that, unless
such declaration of acceleration, or rescission and annulment, as the case may
be, shall have become effective by virtue of the requisite percentage having
joined in such notice prior to the day which is 90 days after such record
date, such notice of declaration of acceleration, or rescission and annulment,
as the case may be, shall automatically and without further action by any
Holder be canceled and of no further effect. Nothing in this paragraph shall
prevent a Holder, or a proxy of a Holder, from giving, after expiration of
such 90-day period, a new written notice of declaration of acceleration, or
rescission and annulment thereof, as the case may be, that is identical to a
written notice which has been canceled pursuant to the proviso to the
preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 5.14(b).

     (c) For so long as any Trust Preferred Securities remain Outstanding, to
the fullest extent permitted by law and subject to the terms of this Trust
Agreement and the Indenture, upon a Debenture Event of Default specified in
Section 5.1(1) or 5.1(2) of the Indenture, any Holder of Trust Preferred
Securities shall have the right to institute a proceeding directly against the
Depositor, pursuant to Section 5.8 of the Indenture, for enforcement of
payment to such Holder of the principal amount of or premium or interest on
Debentures having a principal amount equal to the Liquidation Amount of the
Trust Preferred Securities of such Holder (a "Direct Action"). Except as set
forth in Section 5.14(b) and this Section 5.14(c), the Holders of Trust
Preferred Securities shall have no right to exercise directly any right or
remedy available to the holders of, or in respect of, the Debentures.

     Section 5.15. CUSIP Numbers, International Securities Identification
Numbers and Common Codes.

     The Administrative Trustees in issuing the Trust Preferred Securities may
use "CUSIP" numbers, International Securities Identification Numbers and
Common Codes (each, if then generally in use), and, if so, the Property
Trustee shall use "CUSIP" numbers, International Securities Identification
Numbers and Common Codes 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,
International Securities Identification Numbers or Common Codes.

<PAGE>
                                                                            35

                                  ARTICLE VI

                   ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

     Section 6.1. Limitations on Voting Rights.

     (a) Except as provided under this Section, under Sections 5.14, 8.10 and
10.3, in the Indenture and as otherwise required by law, the Holders of the
Trust Preferred Securities will have no voting rights.

     (b) So long as any Debentures are held by the Property Trustee, the
Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Property Trustee, or direct the
exercise of any trust or power conferred on the Property Trustee under this
Trust Agreement with respect to such Debentures, (ii) exercise any remedies
available under the Indenture with respect to the Debentures, (iii) waive any
past default which is waiveable under Section 5.13 of the Indenture, (iv)
exercise any right to rescind or annul a declaration that the principal of all
the Debentures shall be due and payable or (v) consent to any amendment,
modification or termination of the Indenture or the Debentures, where such
consent shall be required, without, in each case, obtaining the prior approval
of the Holders of at least a majority in Liquidation Amount of all Outstanding
Trust Preferred Securities, provided, however, that where a consent under the
Indenture would require the consent of the holders of more than a majority in
principal amount of Debentures affected thereby, no such consent shall be
given by the Property Trustee without the prior consent of the Holders of more
than a majority in Liquidation Amount of Trust Preferred Securities. The
Trustees shall not revoke any action previously authorized or approved by a
vote of the Holders of Trust Preferred Securities, except by a subsequent vote
of the Holders of Trust Preferred Securities. The Property Trustee shall
notify all Holders of the Trust Preferred Securities of any notice of default
received from the Debenture Trustee with respect to the Debentures. In
addition to obtaining the foregoing approvals of the Holders of the Trust
Preferred Securities, prior to taking any of the foregoing actions, the
Administrative Trustees shall, at the expense of the Depositor, obtain an
Opinion of Counsel experienced in such matters to the effect that such action
shall not cause the Trust to fail to be classified as a grantor trust for
United States federal income tax purposes.

     (c) If any proposed amendment to the Trust Agreement provides for, or the
Trustees otherwise propose to effect, (i) any action that would adversely
affect the powers, preferences or special rights of any Trust Securities,
whether by way of amendment to this Trust Agreement or otherwise, or (ii) the
dissolution, winding-up or termination of the Trust, other than pursuant to
the terms of this Trust Agreement, then the Holders of Outstanding Trust
Securities as a class will be entitled to vote on such amendment or proposal
and such amendment or proposal shall not be effective except with the approval
of the Holders of at least a majority in Liquidation Amount of the Outstanding
Trust Securities affected hereby; provided, however, that if any amendment or
proposal referred to in clause (i) above would adversely affect only the Trust
Preferred Securities or only the Common Securities, then only the affected
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 a
majority in Liquidation Amount of such affected class of Trust Securities.
Notwithstanding any other provision of this Trust Agreement, no amendment to
this

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                                                                            36

Trust Agreement may be made if, as a result of such amendment, it would cause
the Trust to fail to be classified as a grantor trust for United States
federal income tax purposes.

     (d) A waiver of a Debenture Event of Default under the Indenture by the
Debenture Trustee at the direction of the Holders of the Trust Preferred
Securities, constitutes a waiver of the corresponding Event of Default under
this Trust Agreement.

     Section 6.2. Notice of Meetings.

     Notice of all meetings of the Trust Preferred Securityholders, stating
the time, place and purpose of the meeting, shall be given by the Property
Trustee pursuant to Section 10.10 to each Trust Preferred Securityholder of
record, at his registered address, at least 15 days and not more than 90 days
before the meeting. Each such notice will include a statement setting forth
(i) the date of such meeting or the date by which such action is to be taken,
(ii) a description of any resolution proposed for adoption at such meeting on
which such Securityholders are entitled to vote or of such matter upon which
written consent is sought and (iii) instructions for the delivery of proxies
or consents. At any such meeting, any business properly before the meeting may
be so considered whether or not stated in the notice of the meeting. Any
adjourned meeting may be held as adjourned without further notice.

     Section 6.3. Meetings of Trust Preferred Securityholders.

     No annual meeting of Securityholders is required to be held. The
Administrative Trustees, however, shall call a meeting of Trust Preferred
Securityholders to vote on any matter upon the written request of the Trust
Preferred Securityholders of record of 25% of the Outstanding Trust Preferred
Securities (based upon their Liquidation Amount) and the Administrative
Trustees or the Property Trustee may, at any time in their discretion, call a
meeting of Trust Preferred Securityholders to vote on any matters as to which
Trust Preferred Securityholders are entitled to vote.

     Trust Preferred Securityholders of record of 50% of the Outstanding Trust
Preferred Securities (based upon their Liquidation Amount), present in person
or by proxy, shall constitute a quorum at any meeting of Trust Preferred
Securityholders.

     If a quorum is present at a meeting, an affirmative vote by the Trust
Preferred Trust Securityholders of record present, in person or by proxy,
holding more than a majority of the Outstanding Trust Preferred Securities
(based upon their Liquidation Amount) held by holders of record of Outstanding
Trust Preferred Securities present, either in person or by proxy, at such
meeting shall constitute the action of the Trust Preferred Securityholders,
unless this Trust Agreement requires a greater number of affirmative votes.

     Section 6.4. Voting Rights.

     Securityholders shall be entitled to one vote for each $25.00 of
Liquidation Amount represented by their Trust Securities in respect of any
matter as to which such Securityholders are entitled to vote.

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                                                                            37

     Section 6.5. Proxies, etc.

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

     Section 6.6. Securityholder Action by Written Consent.

     Any action which may be taken by Securityholders at a meeting may be
taken without a meeting if Securityholders holding more than a majority of all
Outstanding Trust Securities (based upon their Liquidation Amount) entitled to
vote in respect of such action (or such larger proportion thereof as shall be
required by any express provision of this Trust Agreement) shall consent to
the action in writing.

     Section 6.7. Record Date for Voting and Other Purposes.

     For the purposes of determining the Securityholders who are entitled to
notice of and to vote at any meeting or by written consent, or to participate
in any Distribution on the Trust Securities in respect of which a record date
is not otherwise provided for in this Trust Agreement, or for the purpose of
any other action, the Administrative Trustees may from time to time fix a
date, not more than 90 days prior to the date of any meeting of
Securityholders or the payment of a Distribution or other action, as the case
may be, as a record date for the determination of the identity of the
Securityholders of record for such purposes.

     Section 6.8. Acts of Securityholders.

     Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Trust Agreement to be given, made
or taken by Securityholders or Owners may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such
Securityholders or Owners in person or by an agent duly appointed in writing;
and, except as otherwise expressly provided herein, such action shall become
effective when such instrument or instruments are delivered to an
Administrative Trustee. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as
the "Act" of the Securityholders or Owners signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be

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                                                                            38

sufficient for any purpose of this Trust Agreement and (subject to Section
8.1) conclusive in favor of the Trustees, if made in the manner provided in
this Section.

     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 which any Trustee receiving the same deems sufficient.

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

     Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the Securityholder of any Trust Security shall bind every future
Securityholder of the same Trust Security and the Securityholder of every
Trust Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered
to be done by the Trustees or the Trust in reliance thereon, whether or not
notation of such action is made upon such Trust Security.

     Without limiting the foregoing, a Securityholder entitled hereunder to
take any action hereunder with regard to any particular Trust Security may do
so with regard to all or any part of the Liquidation Amount of such Trust
Security or by one or more duly appointed agents each of which may do so
pursuant to such appointment with regard to all or any part of such
Liquidation Amount.

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

     Section 6.9. Inspection of Records.

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

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                                                                            39


                                 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 Securityholders that:

     (a) the Property Trustee is a New York banking corporation duly
organized, validly existing and in good standing under the laws of the State
of New York;

     (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 Delaware banking corporation duly
organized, validly existing and in good standing in the State of Delaware;

     (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 has
been duly authorized by all necessary corporate or other action on the part of
the Property Trustee and the Delaware Trustee and does not require any
approval of stockholders of the Property Trustee and the 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 law, governmental rule or
regulation of the State of New York or the State of Delaware, as the case may
be, governing the banking, trust or general 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;

<PAGE>
                                                                            40

     (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
appropriate in context) contemplated herein or therein requires the consent or
approval of, the giving of notice to, the registration with or the taking of
any other action with respect to any governmental authority or agency under
any existing New York or Delaware law governing the banking, trust or general
powers of the Property Trustee or the Delaware Trustee, as the case may be;
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 which,
individually or in the aggregate, would materially and adversely affect the
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 Trustees under this Trust Agreement.

     Section 7.2. Representations and Warranties of Depositor.

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

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

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

                                 ARTICLE VIII

                                 THE TRUSTEES

     Section 8.1. Certain Duties and Responsibilities.

     (a) The duties and responsibilities of the Trustees shall be as provided
by this Trust Agreement and, in the case of the Property Trustee, by the Trust
Indenture Act. Notwithstanding the foregoing, no provision of this Trust
Agreement shall require the Trustees to expend or risk their own funds or
otherwise incur any financial liability in the performance of any of their
duties hereunder, or in the exercise of any of their rights or powers, if 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
them. Whether or not therein expressly so provided, every provision of this
Trust Agreement relating to the conduct or affecting the liability of or
affording protection to the Trustees shall be subject to the provisions of
this Section 8.1. Nothing in this Trust Agreement shall be construed to
release an Administrative Trustee from liability for its

<PAGE>
                                                                            41

own gross negligent action, its own gross negligent failure to act, or its own
willful misconduct. To the extent that, at law or in equity, an Administrative
Trustee has duties (including fiduciary duties) and liabilities relating
thereto to the Trust or to the Securityholders, such Administrative Trustee
shall not be liable to the Trust or to any Securityholder for such Trustee's
good faith reliance on the provisions of this Trust Agreement. The
Administrative Trustees shall not be liable for the default or misconduct of
the Property Trustee or the Delaware Trustee. The provisions of this Trust
Agreement, to the extent that they restrict the duties and liabilities of the
Administrative Trustees otherwise existing at law or in equity, are agreed by
the Depositor and the Securityholders to replace such other duties and
liabilities of the Administrative Trustees.

     No provision of this Trust Agreement shall be deemed to impose any duty
or obligation on any Administrative 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 Administrative
Trustee shall be unqualified or incompetent in accordance with applicable law,
to perform any such act or acts, or to exercise any such right, power, duty or
obligation. No permissive power or authority available to any Administrative
Trustee shall be construed to be a duty.

     (b) All payments made by the Property Trustee or a Paying Agent in
respect of the Trust Securities shall be made only from the revenue and
proceeds from the Trust Property and only to the extent that there shall be
sufficient revenue or proceeds from the Trust Property to enable the Property
Trustee or a Paying Agent to make payments in accordance with the terms
hereof. Each Securityholder, by its acceptance of a Trust Security, agrees
that it will look solely to the revenue and proceeds from the Trust Property
to the extent legally available for distribution to it as herein provided and
that the Trustees are not personally liable to it for any amount distributable
in respect of any Trust Security or for any other liability in respect of any
Trust Security. This Section 8.1(b) does not limit the liability of the
Trustees expressly set forth elsewhere in this Trust Agreement or, in the case
of the Property Trustee, in the Trust Indenture Act.

     (c) No provision of this Trust Agreement shall be construed to relieve
the Property Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:

          (i) the Property Trustee shall not be liable for any error of
     judgment made in good faith by an authorized officer of the Property
     Trustee, unless it shall be proved that the Property Trustee was
     negligent in ascertaining the pertinent facts;

          (ii) the Property Trustee shall not be liable with respect to any
     action taken or omitted to be taken by it in good faith in accordance
     with the direction of the Holders of not less than a majority in
     Liquidation Amount of the Trust Securities relating to the time, method
     and place of conducting any proceeding for any remedy available to the
     Property Trustee, or exercising any trust or power conferred upon the
     Property Trustee under this Trust Agreement;

          (iii) the Property Trustee's sole duty with respect to the custody,
     safe keeping and physical preservation of the Debentures and the Payment
     Account shall be to deal

<PAGE>
                                                                            42

     with such property in a similar manner as the Property Trustee deals with
     similar property for its own account, subject to the protections and
     limitations on liability afforded to the Property Trustee under this
     Trust Agreement and the Trust Indenture Act;

          (iv) the Property Trustee shall not be liable for any interest on
     any money received by it except as it may otherwise agree in writing with
     the Depositor; and money held by the Property Trustee need not be
     segregated from other funds held by it except in relation to the Payment
     Account maintained by the Property Trustee pursuant to Section 3.1 and
     except to the extent otherwise required by law; and

          (v) the Property Trustee shall not be responsible for monitoring the
     compliance by the Administrative Trustees or the Depositor with their
     respective duties under this Trust Agreement, nor shall the Property
     Trustee be liable for the default or misconduct of the Administrative
     Trustees or the Depositor.

     Section 8.2. Certain Notices.

     Within five Business Days after the occurrence of any Event of Default
actually known to the Property Trustee, the Property Trustee shall transmit,
in the manner and to the extent provided in Section 10.10, notice of such
Event of Default to the Securityholders, the Administrative Trustees and the
Depositor, unless such Event of Default shall have been cured or waived.

     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 Debentures
pursuant to the Indenture, the Administrative Trustee shall transmit, in the
manner and to the extent provided in Section 10.10, notice of such exercise to
the Securityholders and the Property Trustee, unless such exercise shall have
been revoked.

     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
or (ii) in construing any of the provisions of this Trust Agreement the
Property Trustee finds the same ambiguous or inconsistent with any other
provisions contained herein or (iii) the Property Trustee is unsure of the
application of any provision of this Trust Agreement, then, except as to any
matter as to which the Trust Preferred Securityholders are entitled to vote
under the terms of this Trust Agreement, the Property Trustee shall deliver a
notice to the Depositor requesting written instructions of the Depositor as to
the course of action to be taken and the Property Trustee shall

<PAGE>
                                                                            43

take such action, or refrain from taking such action, as the Property Trustee
shall be instructed in writing to take, or to refrain from taking, by the
Depositor; provided, however, that if the Property Trustee does not receive
such instructions of the Depositor within ten Business Days after it has
delivered such notice, or such reasonably shorter period of time set forth in
such notice (which to the extent practicable shall not be less than two
Business Days), it may, but shall be under no duty to, take or refrain from
taking such action not inconsistent with this Trust Agreement as it shall deem
advisable and in the best interests of the Securityholders, in which event the
Property Trustee shall have no liability except for its own bad faith,
negligence or willful misconduct;

     (c) any direction or act of the Depositor or the Administrative Trustees
contemplated by this Trust Agreement shall be sufficiently evidenced by an
Officers' Certificate;

     (d) whenever in the administration of this Trust Agreement, the Property
Trustee shall deem it desirable that a matter be established before
undertaking, suffering or omitting any action hereunder, the Property Trustee
(unless other evidence is herein specifically prescribed) may, in the absence
of bad faith on its part, request and rely upon an Officers' Certificate
which, upon receipt of such request, shall be promptly delivered by the
Depositor or the Administrative Trustees;

     (e) the Property Trustee shall have no duty to see to any recording,
filing or registration of any instrument (including any financing or
continuation statement or any filing under tax or securities laws) or any
rerecording, refiling or reregistration thereof;

     (f) the Property Trustee may consult with counsel of its 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 Securityholders pursuant to this Trust Agreement,
unless such Securityholders shall have offered to the Property Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or direction;

     (h) the Property Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture, note or other evidence of indebtedness or other paper or document,
unless requested in writing to do so by one or more Securityholders, but the
Property Trustee may make such further inquiry or investigation into such
facts or matters as it may see fit;

     (i) the Property Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through its
agents or attorneys, provided

<PAGE>
                                                                            44

that the Property Trustee shall be responsible for its own negligence or
recklessness with respect to selection of any agent or attorney appointed by
it hereunder;

     (j) whenever in the administration of this Trust Agreement the Property
Trustee shall deem it desirable to receive written instructions with respect
to enforcing any remedy or right or taking any other action hereunder, the
Property Trustee (i) may request written instructions from the Holders of the
Trust Securities which written 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 written
instructions are received, and (iii) shall be protected in acting in
accordance with such written 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 the Property Trustee to perform any act or acts or exercise
any right, power, duty or obligation conferred or imposed on it, in any
jurisdiction in which it shall be illegal, or in which the Property Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts, or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Property Trustee
shall be construed to be a duty.

     Section 8.4. Not Responsible for Recitals or Issuance of Securities.

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

     Section 8.5. May Hold Securities.

     Any Trustee or any other agent of any Trustee or the Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust
Securities and, subject to Sections 8.8 and 8.13, except as provided in the
definition of the term "Outstanding" in Article I, may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such
other agent.

     Section 8.6. Compensation; Indemnity; Fees.

     Pursuant to Section 10.6 of the Indenture, the Depositor, as borrower,
agrees:

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

<PAGE>
                                                                            45

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

     (c) to the fullest extent permitted by applicable law, to indemnify and
hold harmless (i) each Trustee, (ii) any Affiliate of any Trustee, (iii) any
officer, director, shareholder, employee, representative or agent of any
Trustee, and (iv) any employee or agent of the Trust or its Affiliates,
(referred to herein as an "Indemnified Person") from and against any and all
loss, damage, liability, tax, penalty, expense or claim of any kind or nature
whatsoever incurred by such Indemnified Person by reason of the creation,
operation or termination of the Trust or any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the Trust and in
a manner such Indemnified Person reasonably believed to be within the scope of
authority conferred on such Indemnified Person by this Trust Agreement, except
that no Indemnified Person shall be entitled to be indemnified in respect of
any loss, damage or claim incurred by such Indemnified Person by reason of
negligence, bad faith, or willful or intentional misconduct with respect to
such acts or omissions. When the Property Trustee incurs expenses or renders
services in connection with an Event of Default specified in Section 5.1(4) or
Section 5.1(5) of the Indenture, the expenses (including the reasonable
charges and expenses of its counsel) and the compensation for the services are
intended to constitute expenses of administration under any applicable federal
or state bankruptcy, insolvency or other similar law.

     The provisions of this Section 8.6 shall survive the termination of this
Trust Agreement.

     No Trustee may claim any lien or charge on any Trust Property as a result
of any amount due pursuant to this Section 8.6.

     The Depositor and any Trustee (in the case of the Property Trustee,
subject to Section 8.8 hereof) 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 Trust, and the Trust and the
Holders of Trust Securities shall have no rights by virtue of this Trust
Agreement in and to such independent ventures or the income or profits derived
therefrom, and the pursuit of any such venture, even if competitive with the
business of the Trust, shall not be deemed wrongful or improper. Neither the
Depositor, nor any Trustee, shall be obligated to present any particular
investment or other opportunity to the Trust even if such opportunity is of a
character that, if presented to the Trust, could be taken by the Trust, and
the Depositor or any Trustee shall have the right to take for its own account
(individually or as a partner or fiduciary) or to recommend to others any such
particular investment or other opportunity. Any Trustee may engage or be
interested in any financial or other transaction with the Depositor or any
Affiliate of the Depositor, or may act as depository for, trustee or agent
for, or act on any committee or body of holders of, securities or other
obligations of the Depositor or its Affiliates.

<PAGE>
                                                                            46

     Section 8.7. Corporate Property Trustee Required; Eligibility of
Trustees.

     (a) There shall at all times be a Property Trustee hereunder with respect
to the Trust Securities. The Property Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this
Section 8.7(a), 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(a), it shall resign immediately in the
manner and with the effect hereinafter specified in this Article.

     (b) There shall at all times be one or more Administrative Trustees
hereunder with respect to the Trust Securities. Each Administrative Trustee
shall be either a natural person who is at least 21 years of age or a legal
entity that shall act through one or more persons authorized to bind that
entity.

     (c) There shall at all times be a Delaware Trustee with respect to the
Trust Securities. The Delaware Trustee shall either be (i) a natural person
who is at least 21 years of age and a resident of the State of Delaware or
(ii) a legal entity with its principal place of business in the State of
Delaware and that otherwise meets the requirements of applicable Delaware law
that shall act through one or more persons authorized to bind such entity.

     Section 8.8. Conflicting Interests.

     If the Property Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Property Trustee shall
either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and
this Trust Agreement.

     Section 8.9. Co-Trustees and Separate Trustee.

     Unless an Event of Default shall have occurred and be continuing, at any
time or times, for the purpose of meeting the legal requirements of the Trust
Indenture Act or of any jurisdiction in which any part of the Trust Property
may at the time be located, the Depositor and the Administrative Trustees, by
agreed action of the majority of such Trustees, shall have power to appoint,
and upon the written request of the Administrative Trustees, the Depositor
shall for such purpose join with the Administrative Trustees in the execution,
delivery, and performance of all instruments and agreements necessary or
proper to appoint, one or more Persons approved by the Property Trustee either
to act as co-trustee, jointly with the Property Trustee, of all or any part of
such Trust Property, or to the extent required by law to act as separate
trustee of any such property, in either case with such powers as may be
provided in the instrument of appointment, and to vest in such Person or
Persons in the capacity aforesaid, any property, title, right or power deemed
necessary or desirable, subject to the other provisions of this Section. If
the Depositor does not join in such appointment within 15 days after the
receipt by it of a request so to do, or in case a Debenture Event of Default
has occurred and is continuing, the Property Trustee alone

<PAGE>
                                                                            47

shall have power to make such appointment. Any co-trustee or separate trustee
appointed pursuant to this Section 8.9 shall either be (i) a natural person
who is at least 21 years of age and a resident of the United States or (ii) a
legal entity with its principal place of business in the United States that
shall act through one or more persons authorized to bind such entity.

     Should any written instrument from the Depositor be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate trustee such property, title, right, or power, any and
all such instruments shall, on request, be executed, acknowledged and
delivered by the Depositor.

     Every co-trustee or separate trustee shall, to the extent permitted by
law, but to such extent only, be appointed subject to the following terms,
namely:

     (a) The Trust Securities shall be executed and delivered and all rights,
powers, duties, and obligations hereunder in respect of the custody of
securities, cash and other personal property held by, or required to be
deposited or pledged with, the Trustees specified hereunder shall be exercised
solely by such Trustees and not by such co-trustee or separate trustee.

     (b) The rights, powers, duties, and obligations hereby conferred or
imposed upon the Property Trustee in respect of any property covered by such
appointment shall be conferred or imposed upon and exercised or performed by
the Property Trustee or by the Property Trustee and such co-trustee or
separate trustee jointly, as shall be provided in the instrument appointing
such co-trustee or separate trustee, except to the extent that under any law
of any jurisdiction in which any particular act is to be performed, the
Property Trustee shall be incompetent or unqualified to perform such act, in
which event such rights, powers, duties and obligations shall be exercised and
performed by such co-trustee or separate trustee.

     (c) The Property Trustee at any time, by an instrument in writing
executed by it, with the written concurrence of the Depositor, may accept the
resignation of or remove any co-trustee or separate trustee appointed under
this Section 8.9, and, in case a Debenture Event of Default has occurred and
is continuing, the Property Trustee shall have power to accept the resignation
of, or remove, any such co-trustee or separate trustee without the concurrence
of the Depositor. Upon the written request of the Property Trustee, the
Depositor shall join with the Property Trustee in the execution, delivery and
performance of all instruments and agreements necessary or proper to
effectuate such resignation or removal. A successor to any co-trustee or
separate trustee so resigned or removed may be appointed in the manner
provided in this Section 8.9.

     (d) No co-trustee or separate trustee hereunder shall be personally
liable by reason of any act or omission of the Property Trustee or any other
trustee hereunder.

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

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

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                                                                            48

     Section 8.10. Resignation and Removal; Appointment of Successor.

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

     Subject to the immediately preceding paragraph, the Relevant Trustee may
resign at any time. The Property Trustee and the Delaware Trustee shall give
written notice thereof to the Securityholders and the Administrative Trustee
shall give notice thereof to the Depositor. If the instrument of acceptance by
the successor Trustee required by Section 8.11 shall not have been delivered
to the Relevant Trustee within 30 days after the giving of such notice of
resignation, the Relevant Trustee may petition, at the expense of the Trust,
any court of competent jurisdiction for the appointment of a successor
Relevant Trustee.

     Unless a Debenture Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by Act of the Common
Securityholder. If a Debenture Event of Default shall have occurred and be
continuing, the Property Trustee or the Delaware Trustee, or both of them, may
be removed at such time by Act of the Holders of a majority in Liquidation
Amount of the Trust Preferred Securities, delivered to the Relevant Trustee
(in its individual capacity and on behalf of the Trust). An Administrative
Trustee may be removed by the Common Securityholder at any time. If the
instrument of acceptance by the successor Trustee required by Section 8.11
shall not have been delivered to the Relevant Trustee within 30 days after
such removal, the Relevant Trustee may petition, at the expense of the Trust,
any court of competent jurisdiction for the appointment of a successor
Relevant Trustee.

     If any Trustee shall resign, be removed or become incapable of acting as
Trustee, or if a vacancy shall occur in the office of any Trustee for any
cause, at a time when no Debenture Event of Default shall have occurred and be
continuing, the Common Securityholder, by Act of the Common Securityholder
delivered to the retiring Trustee, shall promptly appoint a successor Trustee
or Trustees, and the retiring Trustee shall comply with the applicable
requirements of Section 8.11. If the Property Trustee or the Delaware Trustee
shall resign, be removed or become incapable of continuing to act as the
Property Trustee or the Delaware Trustee, as the case may be, at a time when a
Debenture Event of Default shall have occurred and be continuing, the Trust
Preferred Securityholders, by Act of the Securityholders of a majority in
Liquidation Amount of the Trust Preferred Securities then Outstanding
delivered to the retiring Relevant Trustee, shall promptly appoint a successor
Relevant Trustee or Trustees, and such successor Trustee shall comply with the
applicable requirements of Section 8.11. If an Administrative Trustee shall
resign, be removed or become incapable of acting as Administrative Trustee, at
a time when a Debenture Event of Default shall have occurred and be
continuing, the Common Securityholder by Act of the Common Securityholder
delivered to the Administrative Trustee shall promptly appoint a successor
Administrative Trustee or Administrative Trustees and such successor
Administrative Trustee or Trustees shall comply with the applicable
requirements of Section 8.11. If no successor Relevant Trustee shall have been
so appointed by the Common Securityholder or the Trust Preferred
Securityholders and accepted appointment in the manner required by Section
8.11, any Securityholder who has been a Securityholder of Trust

<PAGE>
                                                                            49

Securities for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Relevant Trustee.

     The Property Trustee shall give notice of each resignation and each
removal of a Trustee (other than an Administrative Trustee) and each
appointment of a successor Trustee (other than an Administrative Trustee) to
all Securityholders in the manner provided in Section 10.10 and shall give
notice to the Depositor. Each notice shall include the name of the successor
Relevant Trustee and the address of its Corporate Trust Office if it is the
Property Trustee.

     Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Administrative Trustee or a Delaware Trustee who
is a natural person dies or becomes, in the opinion of the Depositor,
incompetent or incapacitated, the vacancy created by such death, incompetence
or incapacity may be filled by (a) the unanimous act of the remaining
Administrative Trustees if there are at least two of them or (b) otherwise by
the Depositor (with the successor in each case being a Person who satisfies
the eligibility requirement for Administrative Trustees or Delaware Trustee,
as the case may be, set forth in Section 8.7).

     Section 8.11. Acceptance of Appointment by Successor.

     In case of the appointment hereunder of a successor Relevant Trustee, the
retiring Relevant Trustee and each successor Relevant Trustee with respect to
the Trust Securities shall execute and deliver an amendment hereto wherein
each successor Relevant Trustee shall accept such appointment and which (a)
shall contain such provisions as shall be necessary or desirable to transfer
and confirm to, and to vest in, each successor Relevant Trustee all the
rights, powers, trusts and duties of the retiring Relevant Trustee with
respect to the Trust Securities and the Trust and (b) shall add to or change
any of the provisions of this Trust Agreement as shall be necessary to provide
for or facilitate the administration of the Trust by more than one Relevant
Trustee, it being understood that nothing herein or in such amendment shall
constitute such Relevant Trustees co-trustees and upon the execution and
delivery of such amendment the resignation or removal of the retiring Relevant
Trustee shall become effective to the extent provided therein and each such
successor Relevant Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Relevant Trustee; but, on written request of the Trust or any successor
Relevant Trustee such retiring Relevant Trustee shall duly assign, transfer
and deliver to such successor Relevant Trustee all Trust Property, all
proceeds thereof and money held by such retiring Relevant Trustee hereunder
with respect to the Trust Securities and the Trust.

     Upon written request of any such successor Relevant Trustee, the Trust
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Relevant Trustee all such rights, powers and
trusts referred to in the first or second preceding paragraph, as the case may
be.

     No successor Relevant Trustee shall accept its appointment unless at the
time of such acceptance such successor Relevant Trustee shall be qualified and
eligible under this Article.

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                                                                            50

     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 such Person shall be otherwise
qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto.

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

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
similar judicial proceeding relative to the Trust or any other obligor upon
the Trust Securities or the property of the Trust or of such other obligor or
their creditors, the Property Trustee (irrespective of whether any
Distributions on the Trust Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the
Property Trustee shall have made any demand on the Trust for the payment of
any past due Distributions) shall be entitled and empowered, to the fullest
extent permitted by law, by intervention in such proceeding or otherwise:

     (a) to file and prove a claim for the whole amount of any Distributions
owing and unpaid in respect of the Trust Securities and to file such other
papers or documents as may be necessary or advisable in order to have the
claims of the Property Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Property Trustee,
its agents and counsel) and of the Holders allowed in such judicial
proceeding, and

     (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Property Trustee and, in the event
the Property Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Property Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Property
Trustee, its agents and counsel, and any other amounts due the Property
Trustee.

     Nothing herein contained shall be deemed to authorize the Property
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or compensation affecting
the Trust Securities or the rights of any Holder thereof or to authorize the
Property Trustee to vote in respect of the claim of any Holder in any such
proceeding.

     Section 8.14. Reports by Property Trustee.

     (a) The Property Trustee shall transmit to Securityholders such reports
concerning the Property Trustee and its actions under this Trust Agreement as
may be required pursuant to the

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                                                                            51

Trust Indenture Act at the times and in the manner provided pursuant thereto.
If required by Section 313(a) of the Trust Indenture Act, the Property Trustee
shall, within sixty days after each May 15 following the date of this Trust
Agreement deliver to Securityholders a brief report, dated as of such May 15,
which complies with the provisions of such Section 313(a).

     (b) A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Property Trustee with each national stock exchange,
the Nasdaq National Market or such other interdealer quotation system or
self-regulatory organization upon which the Trust Securities are listed or
traded, if any, with the Commission and with the Depositor. The Depositor will
promptly notify the Property Trustee of any such listing or trading.

     Section 8.15. Reports to the Property Trustee.

     The Depositor and the Administrative Trustees on behalf of the Trust
shall provide to the Property Trustee such documents, reports and information
as required by Section 314 of the Trust Indenture Act (if any) and the
compliance certificate required by Section 314(a) of the Trust Indenture Act
in the form, in the manner and at the times required by Section 314 of the
Trust Indenture Act. Delivery of such reports, information and documents to
the Property Trustee is for informational purposes only and the Property
Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Trust's compliance with any of its covenants hereunder
(as to which the Property Trustee is entitled to rely exclusively on Officers'
Certificates).

     Section 8.16. Evidence of Compliance with Conditions Precedent.

     Each of the Depositor and the Administrative Trustees on behalf of the
Trust shall provide to the Property Trustee such evidence of compliance with
any conditions precedent, if any, provided for in this Trust Agreement that
relate to any of the matters set forth in Section 314 (c) of the Trust
Indenture Act. Any certificate or opinion required to be given by an officer
pursuant to Section 314(c)(1) of the Trust Indenture Act shall be given in the
form of an Officers' Certificate.

     Section 8.17. Number of Trustees.

     (a) The number of Trustees shall be four, provided that the Holder of all
of the Common Securities by written instrument may increase or decrease the
number of Administrative Trustees. The Property Trustee and the Delaware
Trustee may be the same Person.

     (b) If a Trustee ceases to hold office for any reason and the number of
Administrative Trustees is not reduced pursuant to Section 8.17(a), or if the
number of Trustees is increased pursuant to Section 8.17(a), a vacancy shall
occur. The vacancy shall be filled with a Trustee appointed in accordance with
Section 8.10.

     (c) The death, resignation, retirement, removal, bankruptcy, incompetence
or incapacity to perform the duties of a Trustee shall not operate to
dissolve, terminate or annul the Trust. Whenever a vacancy in the number of
Administrative Trustees shall occur, until such

<PAGE>
                                                                            52

vacancy is filled by the appointment of an Administrative Trustee in
accordance with Section 8.10, the Administrative Trustees in office,
regardless of their number (and notwithstanding any other provision of this
Agreement), shall have all the powers granted to the Administrative Trustees
and shall discharge all the duties imposed upon the Administrative Trustees by
this Trust Agreement.

     (d) At all times, the Property Trustee must be (i) a bank as defined in
Section 581 of the Code or (ii) a U.S. government-owned agency or U.S.
government sponsored enterprise.

     (e) At all times, each Trustee must be a United States Person as defined
in Section 7701(a)(30) of the Code.

     Section 8.18. Delegation of Power.

     (a) Any Administrative Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purpose of executing any documents contemplated in Section
2.7(a), including any registration statement or amendment thereto filed with
the Commission, or making any other governmental filing; and

     (b) The Administrative Trustees shall have power to delegate from time to
time to such of their number or to the Depositor the doing of such things and
the execution of such instruments either in the name of the Trust or the names
of the Administrative Trustees or otherwise as the Administrative Trustees may
deem expedient, to the extent such delegation is not prohibited by applicable
law or contrary to the provisions of this Trust Agreement, as set forth
herein.

                                  ARTICLE IX
                      TERMINATION, LIQUIDATION AND MERGER

     Section 9.1. Termination Upon Expiration Date.

     Unless earlier terminated, the Trust shall automatically wind up on
December 31, 2051 (the "Expiration Date") and then terminate, following the
distribution of the Trust Property in accordance with Section 9.4.

     Section 9.2. Early Termination.

     The first to occur of any of the following events is an "Early
Termination Event":

     (a) the occurrence of a Bankruptcy Event in respect of, or the
dissolution or liquidation of, the Depositor or the Holder of the Common
Securities;

     (b) the written direction to the Property Trustee from the Depositor at
any time to terminate the Trust and, after satisfaction of liabilities to
creditors of the Trust as provided by applicable law, distribute Debentures to
Securityholders in exchange for the Trust Preferred Securities (which
direction is optional and wholly within the discretion of the Depositor);

<PAGE>
                                                                            53

     (c) the redemption of all of the Trust Preferred Securities in connection
with the redemption of all of the Debentures; and

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

     Section 9.3. Termination.

     The respective obligations and responsibilities of the Trustees and the
Trust created and continued hereby shall terminate upon the latest to occur of
the following: (a) the distribution by the Property Trustee to Securityholders
upon the liquidation of the Trust pursuant to Section 9.4, or upon the
redemption of all of the Trust Securities pursuant to Section 4.2, of all
amounts required to be distributed hereunder upon the final payment of the
Trust Securities; (b) the payment of any expenses owed by the 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
Trust or the Securityholders.

     Section 9.4. Liquidation.

     (a) If an Early Termination Event specified in clause (a), (b) or (d) of
Section 9.2 occurs or upon the Expiration Date, the Trust shall be liquidated
by the Trustees as expeditiously as the Trustees determine to be possible by
distributing, after satisfaction or the making of reasonable provisions for
the payment of liabilities to creditors of the Trust as provided by applicable
law, to each Securityholder a Like Amount of Debentures, subject to Section
9.4(d). Notice of liquidation shall be given by the Property Trustee by
first-class mail, postage prepaid mailed not later than 30 nor more than 60
days prior to the Liquidation Date to each Holder of Trust Securities at such
Holder's address appearing in the Securities Register. All notices of
liquidation shall:

          (i) state the CUSIP Number, International Securities Identification
     Number and Common Code, as applicable, of the Trust Securities;

          (ii) state the Liquidation Date;

          (iii) state that from and after the Liquidation Date, the Trust
     Securities will no longer be deemed to be Outstanding and any Trust
     Securities Certificates not surrendered for exchange will be deemed to
     represent a Like Amount of Debentures; and

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

     (b) Except where Section 9.2(c) or 9.4(d) applies, in order to effect the
liquidation of the Trust and distribution of the Debentures to
Securityholders, the Property Trustee shall establish a record date for such
distribution (which shall be not more than 45 days prior to the Liquidation
Date) and, either itself acting as exchange agent or through the appointment
of a

<PAGE>
                                                                            54

separate exchange agent, shall establish such procedures as it shall deem
appropriate to effect the distribution of Debentures in exchange for the
Outstanding Trust Securities Certificates.

     (c) Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation
Date, (i) the Trust Securities will no longer be deemed to be Outstanding,
(ii) certificates representing a Like Amount of Debentures will be issued to
Holders of Trust Securities Certificates, upon surrender of such certificates
to the Administrative Trustees or their agent for exchange, (iii) the
Depositor shall use its best efforts to have the Debentures listed on the New
York Stock Exchange or on such other exchange, interdealer quotation system or
self-regulatory organization as the Trust Preferred Securities are then listed
or traded, (iv) any Trust Securities Certificates not so surrendered for
exchange will be deemed to represent a Like Amount of Debentures, accruing
interest at the rate provided for in the Debentures from the last Distribution
Date on which a Distribution was made on such Trust Securities Certificates
until such certificates are so surrendered (and until such certificates are so
surrendered, no payments of interest or principal will be made to Holders of
Trust Securities Certificates with respect to such Debentures) and (v) all
rights of Securityholders holding Trust Securities will cease, except the
right of such Securityholders to receive Debentures upon surrender of Trust
Securities Certificates.

     (d) In the event that, notwithstanding the other provisions of this
Section 9.4, whether because of an order for dissolution entered by a court of
competent jurisdiction or otherwise, distribution of the Debentures in the
manner provided herein is determined by the Property Trustee not to be
practical, the Trust Property shall be liquidated, and the Trust shall be
dissolved, wound-up or terminated, by the Property Trustee. In such event, on
the date of the dissolution, winding-up or other termination of the Trust,
Securityholders will be entitled to receive out of the assets of the Trust
available for distribution to Securityholders, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, an amount
equal to the Liquidation Amount per Trust Security plus accumulated and unpaid
Distributions thereon to the date of payment (such amount being the
"Liquidation Distribution"). If, upon any such dissolution, winding up or
termination, the Liquidation Distribution can be paid only in part because the
Trust has insufficient assets available to pay in full the aggregate
Liquidation Distribution, then, subject to the next succeeding sentence, the
amounts payable by the Trust on the Trust Securities shall be paid on a pro
rata basis (based upon Liquidation Amounts). The Holder of the Common
Securities will be entitled to receive Liquidation Distributions upon any such
dissolution, winding-up or termination pro rata (determined as aforesaid) with
Holders of Trust Preferred Securities, except that, if a Debenture Event of
Default has occurred and is continuing, the Trust Preferred Securities shall
have a priority over the Common Securities.

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

     The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other Person, except
pursuant to this Section 9.5. At the request of the Depositor, with the
consent of the Administrative Trustees and without the consent of the Holders
of the Trust Preferred Securities, the Property Trustee or the Delaware
Trustee, the Trust may merge with or into, consolidate, amalgamate, or be
replaced by or convey, transfer or lease its properties and assets
substantially as an entirety to a trust organized as such under the laws of
any state; provided, that (i) such successor entity either (a) expressly
assumes all of the

<PAGE>
                                                                            55

obligations of the Trust with respect to the Trust Securities or (b)
substitutes for the Trust Securities other securities having substantially the
same terms as the Trust Securities (the "Successor Securities") so long as the
Successor Securities rank the same as the Trust Securities rank in priority
with respect to distributions and payments upon liquidation, redemption and
otherwise, (ii) the Depositor expressly appoints a trustee of such successor
entity possessing the same powers and duties as the Property Trustee as the
holder of the Debentures, (iii) the Successor Securities (of the Trust
Preferred Securities) are listed or traded, or any Successor Securities (of
the Trust Preferred Securities) will be listed or traded upon notification of
issuance, on any national securities exchange or other organization on which
the Trust Preferred Securities are then listed or traded, if any, (iv) such
merger, consolidation, amalgamation, replacement, conveyance, transfer or
lease does not cause the Trust Preferred Securities (including any Successor
Securities (of the Trust Preferred 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 Securities (including any Successor Securities) in any material
respect, other than in connection with any dilution of the Securityholders
interest in the new entity, (vi) such successor entity has a purpose identical
to that of the Trust, (vii) prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Depositor 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
Securities (including any Successor Securities) in any material respect, other
than in connection with any dilution of the Securityholders interest in the
new entity, (b) following such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither the Trust nor such
successor entity will be required to register as an investment company under
the Investment Company Act, and (c) following such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease, the Trust or such
successor entity will continue to be classified as a grantor trust for United
States federal income tax purposes, and (viii) the Depositor guarantees the
obligations of such successor entity under the Successor Securities at least
to the extent provided by the Guarantee. Notwithstanding the foregoing, the
Trust shall not, except with the consent of Holders of 100% in Liquidation
Amount of the Trust 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 Person or permit any other Person to
consolidate, amalgamate, merge with or into, or replace it if the Depositor
has received an Opinion of Counsel to the effect that such consolidation,
amalgamation, merger, replacement, conveyance, transfer or lease would cause
the Trust or the successor entity to be classified as other than a grantor
trust for United States federal income tax purposes.

                                  ARTICLE X
                           MISCELLANEOUS PROVISIONS

     Section 10.1. Limitation of Rights of Securityholders.

     Except to the extent otherwise provided in Section 9.2, the death,
incapacity, liquidation, dissolution, termination or bankruptcy of any Person
having an interest, beneficial or otherwise, in Trust Securities shall not
operate to terminate this Trust Agreement, nor entitle the legal

<PAGE>
                                                                            56

representatives or heirs of such Person or any Securityholder for such Person,
to claim an accounting, take any action or bring any proceeding in any court
for a partition or winding up of the arrangements contemplated hereby, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

     Section 10.2. Liability of the Common Securityholder.

     The Holder of the Common Securities shall be liable for all of the debts
and obligations of the Trust (other than with respect to the Trust Securities)
to the extent not satisfied out of the Trust's assets.

     Section 10.3. Amendment.

     (a) This Trust Agreement may be amended from time to time by the Property
Trustee, the Delaware Trustee, the Administrative Trustees and the Depositor,
without the consent of any Securityholders, (i) to cure any ambiguity, correct
or supplement any provision herein which may be inconsistent with any other
provision herein, or to make any other provisions with respect to matters or
questions arising under this Trust Agreement, which shall not be inconsistent
with the other provisions of this Trust Agreement, or (ii) to modify,
eliminate or add to any provisions of this Trust Agreement to such extent as
shall be necessary to ensure that the Trust will be classified for United
States federal income tax purposes as a grantor trust at all times that any
Trust Securities are outstanding or to ensure that the Trust will not be
required to register as an investment company under the Investment Company
Act; provided, however, that in the case of clause (i) or clause (ii), such
action shall not adversely affect in any material respect the interests of any
Securityholder, and any amendments of this Trust Agreement shall become
effective when notice thereof is given to the Securityholders.

     (b) Except as provided in Section 10.3(c) hereof, any provision of this
Trust Agreement may be amended by the Trustees and the Depositor with (i) the
consent of Trust Securityholders representing not less than a majority (based
upon Liquidation Amounts) of the Trust Securities then Outstanding and (ii)
receipt by the Trustees of an Opinion of Counsel to the effect that such
amendment or the exercise of any power granted to the Trustees in accordance
with such amendment will not affect the Trust's status as a grantor trust for
United States federal income tax purposes or the Trust's exemption from status
of an investment company under the Investment Company Act.

     (c) In addition to and notwithstanding any other provision in this Trust
Agreement, without the consent of each affected Securityholder (such consent
being obtained in accordance with Section 6.3 or 6.6 hereof), this Trust
Agreement may not be amended to (i) change the amount or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount
of any Distribution required to be made in respect of the Trust Securities as
of a specified date or (ii) restrict the right of a Securityholder to
institute suit for the enforcement of any such payment on or after such date;
notwithstanding any other provision herein, without the unanimous consent of
the Securityholders (such consent being obtained in accordance with Section
6.3 or 6.6 hereof), this paragraph (c) of this Section 10.3 may not be
amended.

<PAGE>
                                                                            57

     (d) Notwithstanding any other provisions of this Trust Agreement, no
Trustee shall enter into or consent to any amendment to this Trust Agreement
which would cause the Trust to fail or cease to qualify for the exemption from
status of an investment company under the Investment Company Act or fail or
cease to be classified as a grantor trust for United States federal income tax
purposes.

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

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

     (g) Neither the Property Trustee nor the Delaware Trustee shall be
required to enter into any amendment to this Trust Agreement which affects its
own rights, duties or immunities under this Trust Agreement. The Property
Trustee shall be entitled to receive an Opinion of Counsel and an Officers'
Certificate stating that any amendment to this Trust Agreement is in
compliance with this Trust Agreement.

     Section 10.4. Consolidation, Merger, Conveyance, Transfer or Lease.

     The Depositor shall not consolidate with or merge into any other Person
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, and no Person shall consolidate with or merge into the
Depositor or convey, transfer or lease its properties and assets substantially
as an entirety to the Depositor, unless it has complied with the terms of
Section 8.1 of the Indenture.

     Section 10.5. Separability.

     In case any provision in this Trust Agreement or in the Trust Securities
Certificates shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way
be affected or impaired thereby.

     Section 10.6. Governing Law.

     THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE
SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH RESPECT TO THIS TRUST
AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO CONFLICT OF
LAWS PRINCIPLES).

     Section 10.7. 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 (except as
otherwise provided in Sections 4.1(a) and 4.2(d)), with the same force and
effect as though made on the date fixed for such payment, and no interest
shall accrue thereon for the period after such date.

<PAGE>
                                                                            58

     Section 10.8. Successors.

     This Trust Agreement shall be binding upon and shall inure to the benefit
of any successor to the Depositor, the Trust or the Relevant Trustee,
including any successor by operation of law. Except in connection with a
consolidation, merger or sale involving the Depositor that is permitted under
Article Eight of the Indenture and pursuant to which the assignee agrees in
writing to perform the Depositor's obligations hereunder, the Depositor shall
not assign its obligations hereunder.

     Section 10.9. Headings.

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

     Section 10.10. Reports, Notices and Demands.

     Any report, notice, demand or other communication which by any provision
of this Trust Agreement is required or permitted to be given or served to or
upon any Securityholder or the Depositor may be given or served in writing by
deposit thereof, first-class postage prepaid, in the United States mail, hand
delivery or facsimile transmission, in each case, addressed, (a) in the case
of a Trust Preferred Securityholder, to such Trust Preferred Securityholder as
such Securityholder's name and address may appear on the Securities Register;
and (b) in the case of the Common Securityholder or the Depositor, to MBNA
Corporation, 1100 North King Street, Wilmington, Delaware 19884-2721,
Attention: Thomas D. Wren, facsimile no.: (302) 456-8545. Such notice, demand
or other communication to or upon a Securityholder shall be deemed to have
been sufficiently given or made, for all purposes, upon hand delivery, mailing
or transmission.

     Any notice, demand or other communication which by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Trust, the Property Trustee, the Delaware Trustee or the Administrative
Trustees shall be given in writing addressed (until another address is
published by the Trust) as follows: (a) with respect to the Property Trustee
to The Bank of New York, 101 Barclay Street, New York, New York 10286,
Attention: Corporate Trust Administration; (b) with respect to the Delaware
Trustee, to The Bank of New York (Delaware), White Clay Center, Route 273,
Newark, Delaware, with a copy to the Property Trustee at the address set forth
in clause (a); and (c) with respect to the Administrative Trustees, to them at
the address above for notices to the Depositor, marked "Attention
Administrative Trustees of MBNA Capital E." Such notice, demand or other
communication to or upon the Trust or the Property Trustee shall be deemed to
have been sufficiently given or made, for all purposes, upon hand delivery,
mailing or transmission.

     Section 10.11. Agreement Not to Petition.

     Each of the Trustees and the Depositor agree for the benefit of the
Securityholders that, until at least one year and one day after the Trust has
been terminated in accordance with Article IX, they shall not file, or join in
the filing of, a petition against the Trust under any bankruptcy, insolvency,
reorganization or other similar law (including, without limitation, the United
States Bankruptcy Code) (collectively, "Bankruptcy Laws") or otherwise join in
the commencement of

<PAGE>
                                                                            59

any proceeding against the Trust under any Bankruptcy Law. In the event the
Depositor takes action in violation of this Section 10.11, the Property
Trustee agrees, for the benefit of Securityholders, that at the expense of the
Depositor, it shall file an answer with the bankruptcy court or otherwise
properly contest the filing of such petition by the Depositor against the
Trust or the commencement of such action and raise the defense that the
Depositor has agreed in writing not to take such action and should be stopped
and precluded therefrom and such other defenses, if any, as counsel for the
Trustee or the Trust may assert. The provisions of this Section 10.11 shall
survive the termination of this Trust Agreement.

     Section 10.12. Trust Indenture Act; Conflict with Trust Indenture Act.

     (a) This Trust Agreement is subject to the provisions of the Trust
Indenture Act that are required or deemed to be part of this Trust Agreement
and shall, to the extent applicable, be governed by such provisions.

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

     (c) If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required or deemed to be included in this Trust
Agreement by any of the provisions of the Trust Indenture Act, such required
or deemed provision shall control. If any provision of this Trust Agreement
modifies or excludes any provision of the Trust Indenture Act which may be so
modified or excluded, the latter provision shall be deemed to apply to this
Trust Agreement as so modified or excluded, as the case may be.

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

     Section 10.13. Acceptance of Terms of Trust Agreement, Guarantee and
Indenture.

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

<PAGE>

     Section 10.14. Holders are Parties

     Notwithstanding that Holders have not executed and delivered this Trust
Agreement or any counterpart thereof, Holders shall be deemed to be parties to
this Trust Agreement and shall be bound by all of the terms and conditions
hereof and of the Trust Securities by acceptance and delivery of the Trust
Securities.

     Section 10.15. Counterparts.

     This Trust Agreement may contain more than one counterpart of the
signature page and this Trust Agreement may be executed by the affixing of the
signature of each of the Trustees of one of such counterpart signature pages.
All of such counterpart signature pages shall be read as though one, and they
shall have the same force and effect as though all of the signers had signed a
single signature page.

<PAGE>

     This Trust Agreement is executed as of the day and year first above
written.


                                   MBNA CORPORATION
                                   By:
                                       --------------------------------
                                   Name:
                                   Title:


                                   THE BANK OF NEW YORK
                                     as Property Trustee
                                   By:
                                      --------------------------------
                                   Name:
                                   Title:


                                   THE BANK OF NEW YORK (DELAWARE),
                                     as Delaware Trustee
                                   By:
                                      --------------------------------
                                   Name:
                                   Title:


                                   -----------------------------------
                                   Thomas D. Wren
                                    as Administrative Trustee


                                   -----------------------------------
                                   John W. Scheflen
                                      as Administrative Trustee

<PAGE>

                                                                   EXHIBIT C


     This Trust Preferred Security is a Book-Entry Trust Preferred Securities
Certificate within the meaning of the Trust Agreement hereinafter referred to
and is registered in the name of The Depository Trust Company (the
"Depository") or a nominee of the Depository. This Trust Preferred Security is
exchangeable for Trust Preferred Securities registered in the name of a person
other than the Depository or its nominee only in the limited circumstances
described in the Trust Agreement and no transfer of this Trust Preferred
Security (other than a transfer of this Trust Preferred Security as a whole by
the Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository) may be
registered except in limited circumstances.


     Unless this Trust Preferred Security is presented by an authorized
representative of the Depository (55 Water Street, New York, New York) to MBNA
Capital E or its agent for registration of transfer, exchange or payment, and
any Trust Preferred Security issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository
Trust Company (and any payment hereon is made to Cede & Co. or to such other
entity as is requested by an authorized representative of the Depository), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

<PAGE>

Certificate Number:                       Number of Trust Preferred Securities:
P-___
                                                            ---------------

                              CUSIP NO.__________

                              ISIN NO. __________

         Certificate Evidencing Trust Originated Preferred Securities

                                      of

                                MBNA Capital E

                  ___% Trust Originated Preferred Securities,
                                   Series E
             (Liquidation Amount $25 per Trust Preferred Security)

     MBNA Capital E, a statutory business trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the
"Holder") is the registered owner of __________ trust preferred securities of
the Trust representing an undivided beneficial interest in the assets of the
Trust and designated the MBNA Capital E __% Trust Originated Preferred
Securities, Series E (Liquidation Amount $25 per Trust Preferred Security)
(the "Trust Preferred Securities"). The Trust Preferred Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer as provided in Section 5.4 of the Trust Agreement (as
defined below). The designations, rights, privileges, restrictions,
preferences and other terms and provisions of the Trust Preferred Securities
are set forth in, and this certificate and the Trust Preferred Securities
represented hereby are issued and shall in all respects be subject to, the
terms and provisions of, the Amended and Restated Trust Agreement of the Trust
dated as of November 27, 2002, as the same may be amended from time to time
(the "Trust Agreement") including the designation of the terms of Trust
Preferred Securities as set forth therein. The Holder is entitled to the
benefits of the Guarantee Agreement entered into by MBNA Corporation, a
Maryland corporation ("MBNA"), and The Bank of New York, a New York banking
corporation ("The Bank of New York"), as guarantee trustee, dated as of
November 27, 2002 (the "Guarantee"), to the extent provided therein. The Trust
will furnish a copy of the Trust Agreement and the Guarantee to the Holder
without charge upon written request to the Trust at its principal place of
business or registered office.

     Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder and by acceptance hereof
agrees to the provisions of (i) the Guarantee and (ii) the Junior Subordinated
Indenture entered into by MBNA and The Bank of New York, as trustee, dated as
December 18, 1996, and the Second Supplemental Indenture thereto dated
November 27, 2002.


<PAGE>


     IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate.

                                 MBNA CAPITAL E


                                 By:
                                    -------------------------------------------
                                     Name:  Thomas D. Wren
                                     Title: Administrative Trustee


     This is one of the Trust Preferred Securities referred to in the within
mentioned Trust Agreement.

Date of Authentication:

November 27, 2002

THE BANK OF NEW YORK, as
  Property Trustee

By:
    -------------------------
    Name:
    Title:


<PAGE>


                                  ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust
Preferred Security to:



       (Insert assignee's social security or tax identification number)



                   (Insert address and zip code of assignee)

and irrevocably appoints



agent to transfer this Trust Preferred Securities Certificate on the books of
the Trust. The agent may substitute another to act for him or her.

Date:

Signature:

     (Sign exactly as your name appears on the other side of this Trust
Preferred Security Certificate)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.